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<SEC-DOCUMENT>0000950129-02-001544.txt : 20020415
<SEC-HEADER>0000950129-02-001544.hdr.sgml : 20020415
ACCESSION NUMBER:		0000950129-02-001544
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		13
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020327

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OCEANEERING INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000073756
		STANDARD INDUSTRIAL CLASSIFICATION:	OIL, GAS FIELD SERVICES, NBC [1389]
		IRS NUMBER:				952628227
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10-K405
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10945
		FILM NUMBER:		02588988

	BUSINESS ADDRESS:	
		STREET 1:		11911 FM 529
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77041
		BUSINESS PHONE:		713-329-4500

	MAIL ADDRESS:	
		STREET 1:		11911 FM 529
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77041
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>h95099e10-k405.txt
<DESCRIPTION>OCEANEERING INTERNATIONAL, INC. - 12/31/2001
<TEXT>
<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2001

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _____________

Commission file number 1-10945

OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

DELAWARE                                                95-2628227
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                       Identification No.)

11911 FM 529
HOUSTON, TEXAS                                          77041
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:     (713) 329-4500

Securities registered pursuant to Section 12(b) of the Act:

      TITLE OF EACH CLASS                               NAME OF EACH EXCHANGE
                                                        ON WHICH REGISTERED
      Common Stock, $0.25 par value                     New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X , No    .
                                              ---     ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes  X , No    .
                                 ---     ---

         Aggregate market value of the voting stock held by non-affiliates of
the registrant at March 15, 2002 based upon the closing sale price of the Common
Stock on the New York Stock Exchange:                              $637,764,000

         Number of shares of Common Stock outstanding at March 15, 2002:
                                                                      24,313,122

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the proxy statement relating to the registrant's 2002 annual meeting
of shareholders, to be filed on or before April 30, 2002 pursuant to Regulation
14A of the Securities Exchange Act of 1934, are incorporated by reference to the
extent set forth in Part III, Items 10-13 of this report.



                                                                               1
<PAGE>

                                     PART I


ITEM 1. BUSINESS.

General Development of Business

Oceaneering International, Inc. is an advanced applied technology company that
provides a comprehensive range of integrated technical services and hardware to
customers who operate in harsh environments such as underwater, space and other
hazardous areas. Oceaneering was organized in 1969 out of the combination of
three diving service companies founded in the early 1960s. Since our
establishment, we have concentrated on the development and marketing of
underwater services and products requiring the use of advanced deepwater
technology. We are one of the world's largest underwater services contractors.
We provide most of our services and products to the oil and gas industry. These
include drilling support, subsea construction, design, lease and operation of
production systems, facilities maintenance and repair, specialty subsea hardware
and specialized onshore and offshore engineering and inspection. We have
locations in the United States and 18 other countries. Our international
operations, principally in the North Sea, Africa, Brazil, Asia and Australia,
accounted for approximately 47% of our revenue, or $246 million, for the year
ended December 31, 2001.

We operate in five business segments. The segments are contained within two
businesses - services and products provided to the offshore oil and gas industry
("Offshore Oil and Gas") and all other services and products ("Advanced
Technologies"). Our business segments within the Offshore Oil and Gas business
are Remotely Operated Vehicles ("ROVs"), Subsea Products, Mobile Offshore
Production Systems and Other Services. We report our Advanced Technologies
business as one segment. In each of our businesses, we have been concentrating
on expanding our capabilities to provide technical solutions to our customers.

Effective November 1, 2000, our Board of Directors changed our fiscal year-end
to December 31 from March 31. Last year we reported on the nine-month transition
period from April 1, 2000 to December 31, 2000. Unless the context indicates
otherwise, references to fiscal years indicate the twelve months ended March 31
of that year. For example, fiscal 2000 refers to the twelve-month period ended
March 31, 2000.

OFFSHORE OIL AND GAS. In the last few years, the focus of our Offshore Oil and
Gas business has been toward increasing our asset base for servicing offshore
projects and subsea completions. Prior to 1996, we purchased most of our
remotely operated vehicles, often referred to as ROVs, which are submersible
vehicles operated from the surface and widely used in the offshore oil and gas
industry. However, in response to increased demand for more powerful systems
operating in deeper water, we expanded our capabilities and established an
in-house facility to design and build ROVs to meet the continued expansion of
our ROV fleet. This facility was established and became fully operational in
January 1998. We have built over 50 ROV systems and we are producing all our new
ROVs in-house. In September 2000, we exchanged our diving-related assets in
Asia, Australia and the Middle East for 11 ROVs. The diving-related assets were
part of our Other Services segment.

Through our Oceaneering Multiflex division, we are a leading provider of subsea
hydraulic and electrohydraulic umbilicals. These umbilicals are the means by
which offshore operators control subsea wellhead hydrocarbon flow rates. We
entered this market in March 1994 through our purchase of the operating
subsidiaries of Multiflex International Inc. During fiscal 1999, we constructed
a new umbilical plant in Brazil and relocated, modernized and increased the
capabilities of our umbilical manufacturing facility in Scotland. The plant in
Brazil began operations in fiscal 1999, and the plant in Scotland was
commissioned in early fiscal 2000.

We own three operating mobile offshore production systems:

         o        the floating production, storage and offloading system Ocean
                  Producer, which has been operating offshore West Africa since
                  December 1991;

         o        the production barge San Jacinto, acquired in December 1997
                  and currently under contract offshore Indonesia; and

         o        the mobile offshore production system Ocean Legend, which has
                  been operating offshore Western Australia since May 2001.



2
<PAGE>

In November 1995, we contracted with a major oil company for the provision of a
floating production, storage and offloading unit. We converted a crude oil
tanker and delivered the Zafiro Producer to its first operational location off
West Africa in August 1996. In December 1996, the customer exercised an option
to purchase the unit. We continue to participate as a member of the customer's
integrated team to operate and enhance the unit's production facilities.

We own and operate two multiservice vessels, the Ocean Intervention and the
Ocean Intervention II, which went into service in the fourth quarter of calendar
1998 and the third quarter of calendar 2000, respectively. These multiservice
vessels are equipped with thrusters that allow them to be dynamically
positioned, which means the vessels can maintain a constant position at a
location without the use of anchors. They are used in pipeline or flowline
tie-ins, pipeline crossings and subsea hardware interventions and installations.
Both vessels can carry and install significant lengths of coiled tubing or
umbilicals required to bring subsea well completions into production (tie-back
to production facilities). These vessels are part of our Other Services segment.

ADVANCED TECHNOLOGIES. In August 1992 and May 1993, we purchased two businesses
that formed the basis of our Advanced Technologies segment. The first business
designed, developed and operated robotic systems and ROVs specializing in
non-oilfield markets and provided the basis for our expansion into commercial
and government subsea cable field support, maintenance and repair, civil works
projects and commercial theme park animation in 1993. The second business
designed, developed and fabricated spacecraft hardware and high temperature
insulation products.

We intend to continue our strategy of acquiring, as opportunities arise,
additional assets or businesses, to improve our market position or expand into
related service and product lines, either directly through merger, consolidation
or purchase, or indirectly through joint ventures. We are also applying our
skills and technology in further developing business unrelated to the oil and
gas industry and performing services for government agencies and firms in the
telecommunications, aerospace and civil engineering and construction industries.

Financial Information about Segments

For financial information about our business segments, please see the table in
Note 6 of the Notes to Consolidated Financial Statements in this report, which
presents revenue, income (loss) from operations, depreciation and amortization
expense, identifiable assets and capital expenditures by business segment for
the year ended December 31, 2001, the nine-month period ended December 31, 2000
and the fiscal year ended March 31, 2000.

Description of Business

OFFSHORE OIL AND GAS

Our Offshore Oil and Gas business consists of ROVs, Subsea Products, Mobile
Offshore Production Systems and Other Services.

ROVS. ROVs are submersible vehicles operated from the surface. They are widely
used in the offshore oil and gas industry for a variety of underwater tasks
including drill support, installation and construction support, pipeline
inspection and surveys and subsea production facility operation and maintenance.
ROVs may be outfitted with manipulators, sonar, video cameras, specialized
tooling packages and other equipment or features to facilitate the performance
of specific underwater tasks. We use ROVs at water depths or in situations where
the use of divers would be uneconomical or infeasible. We own 125 work class
ROVs and are the industry leader in providing ROV services on deepwater wells,
which are the most technically demanding. We believe we operate the largest and
most technically advanced fleet of ROVs in the world.



                                                                               3
<PAGE>

      ROV revenue:

<Table>
<Caption>
                                                                                  Percent of
                                                                  Amount         Total Revenue
                                                                ------------     -------------
<S>                                                            <C>               <C>

         Year ended December 31, 2001                           $153,929,000               29%
         Nine-month period ended December 31, 2000                78,953,000               26%
         Fiscal year ended March 31, 2000                         94,617,000               23%
</Table>

SUBSEA PRODUCTS. We manufacture a variety of built-to-order specialty subsea
hardware to ISO 9001 quality requirements. These products include:

     o    hydraulic, electrohydraulic, chemical injection, thermoplastic and
          steel tube umbilicals;

     o    production control equipment;

     o    pipeline repair systems; and

     o    ROV tooling and work packages.

We market these products under the trade names Oceaneering Multiflex and
Oceaneering Intervention Engineering.

Subsea umbilicals and production control equipment are the means by which
offshore well operators control subsea wellhead hydrocarbon flow, monitor
downhole and wellhead conditions and perform chemical injection. Pipeline repair
systems make the effective repair of pipelines and risers possible without
requiring underwater welding. ROV tooling and work packages provide the
operational link between an ROV and permanently installed equipment located on
the sea floor.

     Subsea Products revenue:

<Table>
<Caption>
                                                                                  Percent of
                                                                  Amount         Total Revenue
                                                                ------------     -------------
<S>                                                            <C>               <C>

         Year ended December 31, 2001                           $125,608,000               24%
         Nine-month period ended December 31, 2000                65,771,000               21%
         Fiscal year ended March 31, 2000                         69,744,000               17%
</Table>

MOBILE OFFSHORE PRODUCTION SYSTEMS. We presently own three operating mobile
offshore production systems, the Ocean Legend, the Ocean Producer and the San
Jacinto. In addition, we provide operational support to the Zafiro Producer on
behalf of a major oil company.

We also undertake engineering and project management of projects related to
mobile offshore production systems. We have managed the conversion of a jackup
to a production unit and in-field life extension and modifications to the Zafiro
Producer. We also perform engineering studies for customers evaluating field
development projects.

     Mobile Offshore Production Systems revenue:

<Table>
<Caption>
                                                                                  Percent of
                                                                  Amount         Total Revenue
                                                                ------------     -------------
<S>                                                            <C>               <C>

         Year ended December 31, 2001                           $39,154,000               7%
         Nine-month period ended December 31, 2000               15,788,000               5%
         Fiscal year ended March 31, 2000                        23,983,000               6%
</Table>

OTHER SERVICES. We perform subsea intervention and hardware installation
services from our multiservice vessels. These services include: subsea well
tie-backs; pipeline/flowline tie-ins and repairs; pipeline crossings; umbilical
and other subsea equipment installations; and subsea intervention. We also
provide oilfield diving, nondestructive inspection and testing services and
supporting vessel operations, which are utilized principally in inspection,
repair and maintenance activities.

We supply commercial diving services to the oil and gas industry in the United
States using the traditional techniques of air, mixed gas and saturation diving,
all of which use surface-supplied breathing gas. We do not use divers in water
depths greater



4
<PAGE>

than 1,000 feet. We also use atmospheric diving systems, which enclose the
operator in a surface pressure diving suit, in water depths up to 2,300 feet. In
September 2000, we exchanged our diving-related assets in Asia, Australia and
the Middle East for 11 ROVs.

Through our Solus Schall division, we offer a wide range of inspection services
to customers required to obtain third-party inspections to satisfy contractual
structural specifications, internal safety standards or regulatory requirements.
We focus on the inspection of pipelines and onshore fabrication of offshore
facilities for the oil and gas industry. Certain of Solus Schall's pipeline
inspection activities are performed through the use of specialized x-ray
crawlers, which travel inside pipelines, stopping to perform radiographic
inspection of welds.

     Other Services revenue:

<Table>
<Caption>
                                                                                  Percent of
                                                                  Amount         Total Revenue
                                                                ------------     -------------
<S>                                                            <C>               <C>

         Year ended December 31, 2001                           $102,250,000               20%
         Nine-month period ended December 31, 2000                65,206,000               21%
         Fiscal year ended March 31, 2000                        105,505,000               25%
</Table>

ADVANCED TECHNOLOGIES

Our Advanced Technologies segment provides underwater intervention, engineering
services and related manufacturing to meet a variety of industrial requirements,
including ship and submarine husbandry, search and recovery, commercial and
government subsea cable field support, maintenance and repair, civil works
projects and commercial theme park animation. We do this in part by extending
the use of existing assets and technology developed in oilfield operations to
new applications.

We work for customers having specialized requirements in underwater or other
environments outside the oil and gas industry. We provide various engineering
and underwater services for the U.S. Navy, including undersea operations,
development of new underwater systems and inspection and maintenance of the
Navy's fleet of surface ships and submarines. Through a joint venture we formed
with a subsidiary of Smit Internationale, N.V., we also maintain and operate
commercial cable lay and maintenance equipment. The current term of the joint
venture agreement expires in March 2006. It automatically extends for five-year
periods unless one of the participants gives cancellation notice at least one
year before the end of the then current term.

We design and operate ROVs that are capable of being worked in water depths to
25,000 feet. Our other specialized equipment includes ROV cable lay and
maintenance equipment rated to 10,000 feet and deep tow, side scan sonar systems
designed for use in depths to 20,000 feet. In 2001, we located and filmed two
sunken World War II warships, the British battle cruiser H.M.S. Hood and the
German battleship Bismarck, in water depths over 9,000 and 15,000 feet,
respectively. In fiscal 2000, we located and recovered the Mercury space capsule
Liberty Bell 7 from a water depth over 16,000 feet.

We also design and develop specialized tools and build ROV systems to customer
specifications for use in deepwater and hazardous environments. In addition to
commercial applications, we also develop systems for the U.S. Navy and the
Department of Energy.

We entered the commercial theme park animation market in 1993. We believe we are
the industry leader in large animated figures and we have provided more than 30
large figures for theme parks in the U.S. and overseas.

As part of our Advanced Technologies segment, Oceaneering Space and Thermal
Systems directs our efforts towards applying undersea technology and experience
in the space industry. We provide products and services to NASA and NASA prime
contractors in the engineering, design and fabrication of space flight hardware,
including systems engineering and integration. Our product lines include
extravehicular activity tools, logistics carriers, space refrigerators, robotic
devices, life support systems, habitability hardware and high temperature
thermal protection systems for launch vehicles. These activities substantially
depend on continued government funding for space programs.



                                                                               5
<PAGE>

     Advanced Technologies revenue:

<Table>
<Caption>
                                                                                  Percent of
                                                                  Amount         Total Revenue
                                                                ------------     -------------
<S>                                                            <C>               <C>

         Year ended December 31, 2001                           $102,879,000               20%
         Nine-month period ended December 31, 2000                82,012,000               27%
         Fiscal year ended March 31, 2000                        122,971,000               29%
</Table>

MARKETING

OFFSHORE OIL AND GAS. Oil and gas exploration and development expenditures
fluctuate from year to year. In particular, budgetary approval for more
expensive drilling and production in deepwater, an area in which we have a high
degree of focus, may be postponed or suspended during periods when exploration
and production companies reduce their offshore capital spending.

We market our ROVs, Subsea Products and Other Services to international and
foreign national oil and gas companies engaged in offshore exploration,
development and production. We also provide services and products as a
subcontractor to other oilfield service companies operating as prime
contractors. Customers for these services typically award contracts on a
competitive bid basis. These contracts are typically less than one year in
duration.

We market our Mobile Offshore Production Systems primarily to international and
foreign national oil and gas companies. We offer systems for extended well
testing, early production and development of marginal fields and prospects in
areas lacking pipelines and processing infrastructure. Contracts are typically
awarded on a competitive basis, generally for periods of one or more years.

In connection with the services we perform in our Offshore Oil and Gas business,
we generally seek contracts that compensate us on a dayrate basis. Under dayrate
contracts, the contractor provides the ROV or vessel and the required personnel
to operate the unit. Compensation under a dayrate contract is based on a rate
per day for each day the unit is used. The typical dayrate depends on market
conditions, the nature of the operations to be performed, the duration of the
work, the equipment and services to be provided, the geographical areas involved
and other variables. Dayrate contracts may also contain an alternate, lower
dayrate that applies when a unit is in route to a new site or when operations
are interrupted or restricted by equipment breakdowns, adverse weather or water
conditions or other conditions beyond the contractor's control. Some dayrate
contracts provide for revision of the specified dayrates in the event of
material changes in certain items of cost being incurred by the contractor.
Contracts for our products are generally for a fixed price.

ADVANCED TECHNOLOGIES. We market our marine services and related engineering
services to government agencies, major defense contractors, NASA and NASA prime
contractors and telecommunications, construction and other industrial customers
outside the energy sector. We also market to insurance companies, salvage
associations and other customers who have requirements for specialized
operations in deep water.

MAJOR CUSTOMERS. Our top five customers in the year ended December 31, 2001 and
in the nine-month period ended December 31, 2000 accounted for 30% and 29%,
respectively, of our consolidated revenue. Our top five customers in fiscal 2000
accounted for approximately 25% of our consolidated revenue. In the year ended
December 31, 2001, our top five customers were all oil and gas exploration and
production companies served by our Offshore Oil and Gas business segments. For
the nine-month period ended December 31, 2000 and for fiscal 2000, four of our
top five customers were oil and gas exploration and production companies served
by our Offshore Oil and Gas business segments. The other top five customer was
the U.S. Navy, which was served by our Advanced Technologies segment. No single
customer accounted for more than 10% of our consolidated revenue in any of those
three periods. While we do not depend on any one customer, the loss of one of
our significant customers could, at least on a short-term basis, have an adverse
effect on our results of operations.

RAW MATERIALS

Most of the raw materials we use in our manufacturing operations, such as steel
in various forms, electronic components and plastics, are available from many
sources, and we are not dependent on any single supplier or source for any of
our raw



6
<PAGE>

materials. However, some components we use to manufacture subsea umbilicals are
available from limited sources. While we have not experienced any difficulties
in obtaining those materials in the past and do not anticipate any such
difficulties in the foreseeable future, it is possible that a shortage of supply
could develop. Any significant, prolonged shortage of these materials could
result in increased costs for these materials and delays in our subsea
umbilicals manufacturing operations.

COMPETITION

Our businesses are highly competitive.

OFFSHORE OIL AND GAS

We are one of several companies that provide underwater services on a worldwide
basis. We compete for contracts with companies that have worldwide operations,
as well as numerous others operating locally in various areas. We believe that
our ability to provide a wide range of underwater services, including
technological applications in deeper water (greater than 1,000 feet) on a
worldwide basis, should enable us to compete effectively in the oilfield
exploration and development market. In some cases involving projects that
require less sophisticated equipment, small companies have been able to bid for
contracts at prices uneconomical to us.

ROVS. We believe we are the world's largest owner/operator of work class ROVs
employed in oil and gas related operations. We estimate we have a market share
in excess of 30%. At December 31, 2001, we had 125 work class ROVs in service.
We compete with several major companies on a worldwide basis and with numerous
others operating locally in various areas. We have fewer competitors in deeper
water depths, as more sophisticated equipment and technology is needed in deeper
water. We estimate that, during calendar 2001, we provided ROV drilling support
on approximately 68% of the wells drilled worldwide in water depths of 1,000
feet or more and approximately 77% of the wells drilled worldwide in water
depths of 3,000 feet or more.

Competition for ROV services historically has been based on equipment
availability, location of or ability to deploy the equipment, quality of service
and price. The relative importance of these factors can vary from year to year
based on market conditions. The ability to develop improved equipment and
techniques and to attract and retain skilled personnel is also an important
competitive factor in our markets.

SUBSEA PRODUCTS. Although there are many competitors offering either specialized
products or operating in limited geographic areas, we believe we are one of a
small number of companies that compete on a worldwide basis for the provision of
thermoplastic subsea control umbilical cables.

MOBILE OFFSHORE PRODUCTION SYSTEMS. We believe we are well positioned to compete
in this market through our ability to identify and offer optimum solutions,
supply equipment and utilize our expertise in associated subsea technology and
offshore construction and operations gained through our extensive operational
experience worldwide. We are one of many companies that offer leased mobile
offshore production systems.

OTHER SERVICES. We perform subsea intervention and hardware installation
services from our multiservice vessels in the Gulf of Mexico. These services
include: subsea well tie-backs; pipeline/flowline tie-ins and repairs; pipeline
crossings; umbilical and other subsea equipment installations; and subsea
intervention. We are one of many companies that offer these services. In
addition, other companies can move their vessels to the Gulf of Mexico from
other areas with relative ease.

The worldwide inspection market consists of a wide range of inspection and
certification requirements in many industries. Solus Schall competes in only
selected portions of this market. We believe that our broad geographic sales and
operational coverage, long history of operations, technical reputation,
application of x-ray pipeline inspection technology and accreditation to
international quality standards enable us to compete effectively in our selected
inspection services market segments.

Frequently, oil and gas companies use prequalification procedures that reduce
the number of prospective bidders for their projects. In some countries,
political considerations tend to favor local contractors. While these
considerations have not materially impacted this segment's results in recent
periods, our view of the increasing trend to favor local contractors in West
Africa was a factor in our decisions to sell our diving operations in West
Africa in fiscal 2000 and to exchange our diving-



                                                                               7
<PAGE>

related assets in Asia, Australia and the Middle East for ROVs in September
2000. We no longer provide oilfield diving services outside of the United
States.

ADVANCED TECHNOLOGIES. We believe our specialized ROV assets and experience in
deepwater operations give us an advantage in obtaining contracts in water depths
greater than 5,000 feet. We have fewer competitors in deeper water depths due to
the advanced technical knowledge and sophisticated equipment required for
deepwater operations.

Engineering services is a very broad market with a large number of competitors.
We compete in specialized areas in which we can combine our extensive program
management experience, mechanical engineering expertise and the capability to
continue the development of conceptual project designs into the manufacture of
prototype equipment.

We also use the administrative and operational support structures of our
Offshore Oil and Gas business to provide additional local support for services
provided to this segment's customers.

SEASONALITY, BACKLOG AND RESEARCH AND DEVELOPMENT

A material amount of our consolidated revenue is generated from contracts for
marine services in the Gulf of Mexico and the North Sea, which are usually more
active from April through November compared to the rest of the year. However,
our exit from the diving sector in the North Sea in early 1998 and the
substantial number of multiyear ROV contracts we entered into since 1997 have
reduced the seasonality of our ROV and Other Services operations. Revenues in
our Mobile Offshore Production Systems, Subsea Products and Advanced
Technologies segments are generally not seasonal.

     The amounts of backlog orders we believe to be firm as of December 31, 2001
and 2000 were as follows:

<Table>
<Caption>
                                                     As of December 31, 2001   As of December 31, 2000
                                                     -----------------------   -----------------------
                                                          (in millions)             (in millions)
     Offshore Oil and Gas                              Total       1 + yr*       Total       1 + yr*
                                                      --------     --------     --------     --------
<S>                                                   <C>          <C>          <C>          <C>
         ROVs                                         $    182     $     95     $    229     $    133
         Subsea Products                                    61           --           50            5
         Mobile Offshore Production Systems                166          119          100           71
         Other Services                                     51            9           45            2
                                                      --------     --------     --------     --------
     Total Offshore Oil and Gas                            460          223          424          211
     Advanced Technologies                                  74           30           38            5
                                                      --------     --------     --------     --------
         Total                                        $    534     $    253     $    462     $    216
                                                      ========     ========     ========     ========
</Table>

     * Represents amounts that were not expected to be performed within one
year.

No material portion of our business is subject to renegotiation of profits or
termination of contracts by the United States government.

Our research and development expenditures were approximately $5 million, $5
million and $4 million during the year ended December 31, 2001, the nine-month
period ended December 31, 2000 and fiscal 2000, respectively. These amounts do
not include the expenditures by others in connection with joint research
activities in which we participated or expenditures we incurred in connection
with research conducted during the course of performing our operations.

REGULATION

Our operations are affected from time to time and in varying degrees by foreign
and domestic political developments and foreign, federal and local laws and
regulations. In particular, oil and gas production operations and economics are
affected by tax, environmental and other laws relating to the petroleum
industry, by changes in such laws and by constantly changing administrative
regulations. Those developments may directly or indirectly affect our operations
and those of our customers.

Compliance with federal, state and local provisions regulating the discharge of
materials into the environment or relating to the protection of the environment
has not had a material impact on our capital expenditures, earnings or
competitive position.



8
<PAGE>

While not a legal requirement, within our Offshore Oil and Gas business we
maintain various quality management systems. Our quality management systems in
the United Kingdom and Norway are certified to the substantial equivalent of ISO
9001 and cover all our Offshore Oil and Gas products and services. The quality
management systems of our Subsea Products segment are certified to ISO 9001 for
its products and services. The quality management systems of both the
Oceaneering Space and Thermal Systems and Oceaneering Technologies units of our
Advanced Technologies segment are also certified to ISO 9001. ISO 9001 is an
internationally recognized verification system for quality management
established by the International Standards Organization.

RISKS AND INSURANCE

WE DERIVE MOST OF OUR REVENUE FROM COMPANIES IN THE OFFSHORE OIL AND GAS
INDUSTRY, A HISTORICALLY CYCLICAL INDUSTRY WITH LEVELS OF ACTIVITY THAT ARE
SIGNIFICANTLY AFFECTED BY THE LEVELS AND VOLATILITY OF OIL AND GAS PRICES.

We derive most of our revenue from customers in the offshore oil and gas
exploration, development and production industry. The offshore oil and gas
industry is a historically cyclical industry characterized by significant
changes in the levels of exploration and development activities. Oil and gas
prices, and market expectations of potential changes in those prices,
significantly affect the levels of those activities. Worldwide political,
economic and military events have contributed to oil and gas price volatility
and are likely to continue to do so in the future. Any prolonged reduction in
the overall level of offshore oil and gas exploration and development
activities, whether resulting from changes in oil and gas prices or otherwise,
could materially and adversely affect our financial condition and results of
operations in our segments within our offshore oil and gas business. Some
factors that have affected and are likely to continue affecting oil and gas
prices and the level of demand for our services and products include the
following:

     o    worldwide demand for oil and gas;

     o    the ability of the Organization of Petroleum Exporting Countries, or
          OPEC, to set and maintain production levels and pricing;

     o    the level of production by non-OPEC countries;

     o    the cost of exploring for, producing and delivering oil and gas;

     o    domestic and foreign tax policy;

     o    laws and governmental regulations that restrict exploration and
          development of oil and gas in various offshore jurisdictions;

     o    advances in exploration and development technology;

     o    political instability or armed conflict in oil-producing regions;

     o    the price and availability of alternative fuels; and o overall
          economic conditions.

The recent terrorists' attacks on the United States may directly and indirectly
negatively affect our operating results. The national and global responses to
those attacks, many of which are still being formulated, including recent
military, diplomatic and financial responses, and any possible reprisals as a
consequence of unilateral U.S. actions and/or allied actions, may materially
adversely affect us in ways we cannot predict at this time.

OUR INTERNATIONAL OPERATIONS INVOLVE ADDITIONAL RISKS NOT ASSOCIATED WITH
DOMESTIC OPERATIONS.

A significant portion of our revenue is attributable to operations in foreign
countries. These activities accounted for approximately 47% of our consolidated
revenue in the year ended December 31, 2001. Risks associated with our
operations in foreign areas include risks of:

     o    war and civil disturbances or other risks that may limit or disrupt
          markets;

     o    expropriation, confiscation or nationalization of assets;

     o    renegotiation or nullification of existing contracts;

     o    foreign exchange restrictions;

     o    foreign currency fluctuations;

     o    foreign taxation;



                                                                               9
<PAGE>

     o    the inability to repatriate earnings or capital;

     o    changing political conditions;

     o    changing foreign and domestic monetary policies; and

     o    regional economic downturns.

Additionally, in some jurisdictions we are subject to foreign governmental
regulations favoring or requiring the awarding of contracts to local contractors
or requiring foreign contractors to employ citizens of, or purchase supplies
from, a particular jurisdiction. These regulations may adversely affect our
ability to compete.

Our exposure to the risks we described above varies from country to country. In
recent periods, political instability and civil unrest in Indonesia and West
Africa and general economic downturns in Asia and Brazil have been our greatest
concerns. There is a risk that a continuation or worsening of these conditions
could materially and adversely impact our future business, operations, financial
condition and results of operations. Of our total consolidated revenue for the
year ended December 31, 2001, we generated approximately 2% from our operations
in Indonesia, 11% from our operations in West Africa, 4% from our operations in
Asia, excluding Indonesia, and 8% from our operations in Brazil.

OUR OFFSHORE OILFIELD OPERATIONS INVOLVE A VARIETY OF OPERATING HAZARDS AND
RISKS THAT COULD CAUSE LOSSES.

Our operations are subject to the hazards inherent in the offshore oilfield
business. These include blowouts, explosions, fires, collisions, capsizings and
severe weather conditions. These hazards could result in personal injury and
loss of life, severe damage to or destruction of property and equipment,
pollution or environmental damage and suspension of operations. We may incur
substantial liabilities or losses as a result of these hazards. While we
maintain insurance protection against some of these risks, and seek to obtain
indemnity agreements from our customers requiring the customers to hold us
harmless from some of these risks, our insurance and contractual indemnity
protection may not be sufficient or effective to protect us under all
circumstances or against all risks. Some of the risks inherent in our operations
are either not insurable or insurance is available only at rates that we
consider uneconomical, particularly after the impact on the insurance markets of
the September 11, 2001 terrorists' attacks in the United States. The occurrence
of a significant event not fully insured or indemnified against or the failure
of a customer to meet its indemnification obligations to us could materially and
adversely affect our results of operations and financial condition.

LAWS AND GOVERNMENTAL REGULATIONS MAY ADD TO OUR COSTS OR ADVERSELY AFFECT OUR
OPERATIONS.

Our business is affected by changes in public policy and by federal, state,
local and foreign laws and regulations relating to the energy industry. Oil and
gas exploration and production operations are affected by tax, environmental and
other laws relating to the petroleum industry, by changes in those laws and
changes in related administrative regulations. It is also possible that these
laws and regulations may in the future add significantly to our operating costs
or those of our customers or otherwise directly or indirectly affect our
operations.

ENVIRONMENTAL LAWS AND REGULATIONS CAN INCREASE OUR COSTS, AND OUR FAILURE TO
COMPLY WITH THOSE LAWS AND REGULATIONS CAN EXPOSE US TO SIGNIFICANT LIABILITIES.

Risks of substantial costs and liabilities related to environmental compliance
issues are inherent in our operations. Our operations are subject to extensive
federal, state, local and foreign laws and regulations relating to the
generation, storage, handling, emission, transportation and discharge of
materials into the environment. Permits are required for the operation of
various facilities, and those permits are subject to revocation, modification
and renewal. Governmental authorities have the power to enforce compliance with
their regulations, and violations are subject to fines, injunctions or both. In
some cases, those governmental requirements can impose liability for the entire
cost of cleanup on any responsible party without regard to negligence or fault
and impose liability on us for the conduct of or conditions others have caused,
or for our acts that complied with all applicable requirements when we performed
them. It is possible that other developments, such as stricter environmental
laws and regulations, and claims for damages to property or persons resulting
from our operations, would result in substantial costs and liabilities. Our
insurance policies and the contractual indemnity protection we seek to obtain
from our customers may not be sufficient or effective to protect us under all
circumstances or against all risks involving compliance with environmental laws
and regulations.



10
<PAGE>

EMPLOYEES

As of December 31, 2001, we had approximately 3,500 employees. Our workforce
varies seasonally and peaks during the summer months. Approximately 10% of our
employees are represented by unions. We consider our relations with our
employees to be satisfactory.

Financial Information about Geographic Areas

For financial information about our geographic areas of operation, please see
the table in Note 6 of the Notes to Consolidated Financial Statements in this
report, which presents revenue and assets attributable to each of our geographic
areas for the year ended December 31, 2001, the nine-month period ended December
31, 2000 and the fiscal year ended March 31, 2000.

ITEM 2. PROPERTIES.

See Item 1 - "Business - Description of Business - Offshore Oil and Gas" and
"Business - Description of Business - Advanced Technologies" for a description
of equipment and manufacturing facilities used in providing our services and
products.

We maintain office, shop and yard facilities in various parts of the world to
support our operations. We consider these facilities, which we describe below,
to be suitable for their intended use. In these locations, we typically lease or
own office facilities for our administrative and engineering staff, shops
equipped for fabrication, testing, repair and maintenance activities and
warehouses and yard areas for storage and mobilization of equipment to work
sites. All sites are available to support any of our business segments as the
need arises. The groupings which follow associate our significant offices with
the primary business segment they serve.

OFFSHORE OIL AND GAS. In general, our ROV and Other Services segments share
facilities. The largest location is in Morgan City, Louisiana and consists of
ROV manufacturing and training facilities, open and covered storage space and
offices. The Morgan City facilities primarily support operations in the United
States. We have regional support offices for our North Sea and Southeast Asia
operations in Aberdeen, Scotland and Indonesia. We also have operational bases
in various other locations, the most significant of which are in Norway,
Australia and Nigeria.

We use workshop and office space in Houston, Texas in both our Mobile Offshore
Production Systems and Subsea Products business segments. Our manufacturing
facilities for our Subsea Products segment are located in or near Houston,
Texas, Edinburgh, Scotland and Rio de Janeiro, Brazil. Each of these
manufacturing facilities is suitable for its intended purpose and has sufficient
excess capacity to respond to increases in demand for our subsea products that
may be reasonably anticipated in the foreseeable future. Operations of the
mobile offshore production unit Ocean Producer are supported through our
regional office in Aberdeen. Operations of the San Jacinto and the Ocean Legend
are supported from our office in Perth, Australia.

Our principal manufacturing facilities are located on properties we own or hold
under a long-term lease, expiring in 2014. The other facilities we use in our
Offshore Oil and Gas business segments are on properties we lease.

ADVANCED TECHNOLOGIES. Our primary facilities for our Advanced Technologies
segment are leased offices and workshops in Upper Marlboro, Maryland, which
support our services for the U.S. Navy and our commercial theme park animation
activities. We also lease facilities in Houston, Texas, which primarily support
our space industry activities and our subsea telecommunications installation
joint venture.

ITEM 3. LEGAL PROCEEDINGS.

In the ordinary course of business, we are subject to actions for damages
alleging personal injury under the general maritime laws of the United States,
including the Jones Act, for alleged negligence. We report actions for personal
injury to our insurance carriers and believe that the settlement or disposition
of those suits will not have a material effect on our financial position or
results of operations. For additional information, see "Commitments and
Contingencies - Litigation" in Note 5 of the Notes to Consolidated Financial
Statements included in this report.



                                                                              11
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted to a vote of our security holders, through the
solicitation of proxies or otherwise, during the last three months of the year
December 31, 2001.

EXECUTIVE OFFICERS OF THE REGISTRANT.

EXECUTIVE OFFICERS. The following information relates to our executive officers
as of March 15, 2002:

<Table>
<Caption>
NAME                            AGE          POSITION                            OFFICER SINCE         EMPLOYEE SINCE
- ----                            ---          --------                            -------------         --------------
<S>                             <C>     <C>                                     <C>                    <C>
John R. Huff                    56      Chairman of the Board and                     1986                  1986
                                        Chief Executive Officer

T. Jay Collins                  55      President and Chief Operating                 1993                  1993
                                        Officer and Director

Marvin J. Migura                51      Senior Vice President and                     1995                  1995
                                        Chief Financial Officer

M. Kevin McEvoy                 51      Senior Vice President                         1990                  1979

George R. Haubenreich, Jr.      54      Senior Vice President, General                1988                  1988
                                        Counsel and Secretary

John L. Zachary                 48      Controller and Chief                          1998                  1988
                                        Accounting Officer
</Table>

Each executive officer serves at the discretion of our Chief Executive Officer
and our Board of Directors and is subject to reelection or reappointment each
year after the annual meeting of our shareholders. We do not know of any
arrangement or understanding between any of the above persons and any other
person or persons pursuant to which he was selected or appointed as an officer.

BUSINESS EXPERIENCE. John R. Huff, Chairman and Chief Executive Officer, joined
Oceaneering as a director, President and Chief Executive Officer in 1986. He was
elected Chairman of the Board in August 1990. He is a director of BJ Services
Company and Suncor Energy Inc.

T. Jay Collins, President and Chief Operating Officer, joined Oceaneering in
October 1993 as Senior Vice President and Chief Financial Officer. In May 1995,
he was appointed Executive Vice President - Oilfield Marine Services and held
that position until becoming President and Chief Operating Officer in November
1998. He was elected a director of Oceaneering in March 2002. He is a director
of Friede Goldman Halter, Inc.

Marvin J. Migura, Senior Vice President and Chief Financial Officer, joined
Oceaneering in May 1995. From 1975 to 1994, he held various financial positions
with Zapata Corporation, then a diversified energy services company, most
recently as Senior Vice President and Chief Financial Officer from 1987 to 1994.

M. Kevin McEvoy, Senior Vice President, joined Oceaneering in 1984 when we
acquired Solus Ocean Systems, Inc. Since 1984, he has held various senior
management positions in each of our operating groups and geographic areas. He
was appointed a Vice President in 1990 and Senior Vice President in November
1998.

George R. Haubenreich, Jr., Senior Vice President, General Counsel and
Secretary, joined Oceaneering in 1988.

John L. Zachary, Controller and Chief Accounting Officer, joined Oceaneering in
1988 as Controller for the Advanced Technologies and Mobile Offshore Production
Systems divisions. From 1993 until 1998, he was Controller for the Americas
Region and was appointed to his present position in October 1998.



12
<PAGE>

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS.

We are including the following discussion to inform our existing and potential
security holders generally of some of the risks and uncertainties that can
affect our company and to take advantage of the "safe harbor" protection for
forward-looking statements that applicable federal securities law affords.

From time to time, our management or persons acting on our behalf make
forward-looking statements to inform existing and potential security holders
about our company. These statements may include projections and estimates
concerning the timing and success of specific projects and our future backlog,
revenue, income and capital spending. Forward-looking statements are generally
accompanied by words such as "estimate," "project," "predict," "believe,"
"expect," "anticipate," "plan," "forecast," "budget," "goal" or other words that
convey the uncertainty of future events or outcomes. In addition, sometimes we
will specifically describe a statement as being a forward-looking statement and
refer to this cautionary statement.

In addition, various statements this report contains, including those that
express a belief, expectation or intention, as well as those that are not
statements of historical fact, are forward-looking statements. Those
forward-looking statements appear in Item 1 - "Business," Item 2 - "Properties"
and Item 3 - "Legal Proceedings" in Part I of this report and in Item 7 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," Item 7A - "Quantitative and Qualitative Disclosures About Market
Risk" and in the Notes to Consolidated Financial Statements incorporated into
Item 8 of Part II of this report and elsewhere in this report. These
forward-looking statements speak only as of the date of this report, we disclaim
any obligation to update these statements, and we caution you not to rely unduly
on them. We have based these forward-looking statements on our current
expectations and assumptions about future events. While our management considers
these expectations and assumptions to be reasonable, they are inherently subject
to significant business, economic, competitive, regulatory and other risks,
contingencies and uncertainties, most of which are difficult to predict and many
of which are beyond our control. These risks, contingencies and uncertainties
relate to, among other matters, the following:

     o    worldwide demand for oil and gas;

     o    general economic and business conditions and industry trends;

     o    the continued strength of the industry segments in which we are
          involved;

     o    decisions about offshore developments to be made by oil and gas
          companies;

     o    the highly competitive nature of our businesses;

     o    our future financial performance, including availability, terms and
          deployment of capital;

     o    the continued availability of qualified personnel;

     o    operating risks normally incident to offshore exploration, development
          and production operations;

     o    changes in, or our ability to comply with, government regulations,
          including those relating to the environment;

     o    rapid technological changes; and

     o    social, political, military and economic situations in foreign
          countries where we do business.

We believe the items we have outlined above are important factors that could
cause our actual results to differ materially from those expressed in a
forward-looking statement made in this report or elsewhere by us or on our
behalf. We have discussed most of these factors in more detail elsewhere in this
report. These factors are not necessarily all the important factors that could
affect us. Unpredictable or unknown factors we have not discussed in this report
could also have material adverse effects on actual results of matters that are
the subject of our forward-looking statements. We do not intend to update our
description of important factors each time a potential important factor arises.
We advise our security holders that they should (1) be aware that important
factors we do not refer to above could affect the accuracy of our
forward-looking statements and (2) use caution and common sense when considering
our forward-looking statements.



                                                                              13
<PAGE>

                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

Oceaneering's common stock is listed on the New York Stock Exchange under the
symbol OII. The following table sets out, for the periods indicated, the high
and low sales prices for our common stock as reported on the New York Stock
Exchange (consolidated transaction reporting system):

<Table>
<Caption>
                                          Year Ended                Nine-month Period Ended
                                       December 31, 2001               December 31, 2000
                                  ----------------------------    ----------------------------
For the quarter ended:               High             Low             High             Low
                                  -----------     ------------    -------------     ----------
<S>                               <C>             <C>             <C>             <C>
      March 31                       $23.75          $16.81           N/A              N/A
      June 30                         27.20           18.64          $21.50          $15.25
      September 30                    22.27           13.96           19.94           13.56
      December 31                     23.30           14.90           20.38           13.25
</Table>

On March 15, 2002, there were 454 holders of record of our common stock. On that
date, the closing sales price, as quoted on the New York Stock Exchange, was
$27.39. We have not made any common stock dividend payments since 1977 and we
currently have no plans to pay cash dividends. Our credit agreements contain
restrictions on the payment of dividends. See Note 3 of Notes to Consolidated
Financial Statements included in this report.

ITEM 6. SELECTED FINANCIAL DATA.

Results of Operations:

<Table>
<Caption>
                                                           Nine-month            Fiscal Years Ended March 31,
                                            Year Ended    Period Ended     ----------------------------------------
(in thousands, except per share amounts)   Dec. 31, 2001  Dec. 31, 2000       2000           1999           1998
- ----------------------------------------   -------------  -------------    ----------     ----------     ----------
<S>                                        <C>            <C>              <C>            <C>            <C>
Revenue                                      $  523,820     $  307,730     $  416,820     $  400,322     $  358,121
Cost of services and products                   420,679        254,659        345,178        314,638        282,830
                                             ----------     ----------     ----------     ----------     ----------
Gross margin                                    103,141         53,071         71,642         85,684         75,291
Selling, general and administrative
expense                                          43,733         30,860         39,343         41,328         39,009
                                             ----------     ----------     ----------     ----------     ----------
Income from operations                       $   59,408     $   22,211     $   32,299     $   44,356     $   36,282
                                             ==========     ==========     ==========     ==========     ==========
Net income                                   $   33,109     $   11,313     $   16,784     $   25,707     $   22,001
Diluted earnings per share                         1.38           0.49           0.73           1.12           0.93
Depreciation and amortization                    47,906         30,664         33,948         29,961         23,176
Capital expenditures                             57,661        101,641         80,758        102,014         94,413
</Table>

Other Financial Data:

<Table>
<Caption>
                                                   As of Dec. 31,                      As of March 31,
                                             -------------------------     ----------------------------------------
(in thousands, except ratios)                   2001           2000           2000           1999           1998
- -----------------------------                ----------     ----------     ----------     ----------     ----------
<S>                                        <C>            <C>              <C>            <C>            <C>

Working capital ratio                              1.80           1.62           1.55           1.47           1.52
Working capital                              $   91,384     $   58,380     $   52,775     $   41,398     $   44,890
Total assets                                    579,611        515,517        450,976        387,343        316,543
Long-term debt                                  170,000        180,000        128,000        100,312         54,626
Shareholders' equity                            251,433        206,894        195,700        179,439        160,322
</Table>



14
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

All statements in this Form 10-K, other than statements of historical facts,
including, without limitation, statements regarding our business strategy, plans
for future operations and industry conditions, are forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to various
risks, uncertainties and assumptions, including those we refer to under the
heading "Cautionary Statement Concerning Forward-Looking Statements" in Part I
of this report. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, because of the inherent limitations
in the forecasting process, as well as the relatively volatile nature of the
industries in which we operate, we can give no assurance that those expectations
will prove to have been correct. Accordingly, evaluation of our future prospects
must be made with caution when relying on forward-looking information.

Selected Major Accounting Policies

Our revenues are primarily derived from billings under contracts that provide
for specific time, material and equipment charges, which are accrued daily and
billed periodically, ranging from weekly to monthly. We account for significant
lump-sum contracts, particularly in our Subsea Products segment, using the
percentage of completion method, based on physical progress.

Periodically, and upon the occurrence of a triggering event, we review the
realizability of goodwill and other long-term assets and we make any appropriate
impairment adjustments and disclosures.

For a more detailed description of our major accounting policies, please read
Note 1 to our Consolidated Financial Statements.

Liquidity and Capital Resources

We consider our liquidity and capital resources adequate to support our
operations and internally generated growth initiatives. At December 31, 2001, we
had working capital of $91 million. Additionally, we had $57 million available
under our revolving credit facility, which is scheduled to expire in October
2003.

We expect operating cash flow to meet our ongoing annual cash requirements,
including debt service, for the foreseeable future. Net cash provided by
operating activities was $60 million for the year ended December 31, 2001, $41
million for the nine-month period ended December 31, 2000 and $53 million for
fiscal 2000.

Our capital expenditures for the year ended December 31, 2001, the nine-month
period ended December 31, 2000 and the fiscal year ended March 31, 2000 were $58
million, $102 million and $81 million, respectively. Capital expenditures during
the year ended December 31, 2001 consisted of expenditures for additional ROVs,
completion of the Ocean Legend and upgrades and life extension of the Ocean
Producer necessary for its new seven-year contract which began in the fourth
quarter of 2001. Capital expenditures during the nine-month period ended
December 31, 2000 consisted of expenditures for the conversion of a jackup
drilling rig to a mobile offshore production unit, the Ocean Legend, for initial
use offshore Western Australia under a three-year contract, ROV additions and
construction costs to complete our second multiservice vessel. Capital
expenditures in fiscal 2000 consisted of construction costs for the second
multiservice vessel, additions to our ROV fleet and the start of the conversion
of the Ocean Legend.

We had no major commitments for capital expenditures at December 31, 2001.

In April 1997, we approved a plan to purchase up to a maximum of 3 million
shares of our common stock, and we repurchased 2.9 million shares under this
plan through December 31, 2001, at a total cost of $40 million. We have reissued
approximately 2.65 million of these shares through incentive plans, as
restricted stock, contributions to our 401(k) plan, or for exercised stock
options. For a description of our incentive plans, please read Note 4 to our
Consolidated Financial Statements. We repurchased 10,000 shares of common stock
during the year ended December 31, 2001 at a cost of $141,000.

At December 31, 2001, we had long-term debt of $170 million and a 40%
debt-to-total capitalization ratio. We have $100 million of 6.72% Senior Notes
to be repaid from 2006 through 2010. We have an $80 million revolving credit
facility, under which we had $23 million in outstanding borrowings and $57
million available for future borrowings at December 31, 2001. This facility
expires in October 2003. In March 2000, we added a $50 million term loan
facility, which is to be repaid through



                                                                              15
<PAGE>
April 2004. At December 31, 2001, we had $47 million in outstanding borrowings
under the term loan facility. Both the revolving credit and term loan facilities
have short-term interest rates that float with market rates, plus applicable
spreads. We have effectively fixed the interest rate on the term loan at
approximately 4% through an interest rate swap. We have no off balance sheet
debt and have not guaranteed any debt not reflected on our consolidated balance
sheet.

Because of our significant foreign operations, we are exposed to currency
fluctuations and exchange risks. We generally minimize these risks primarily
through matching, to the extent possible, revenues and expenses in the various
currencies in which we operate. Cumulative translation adjustments as of
December 31, 2001 relate primarily to our permanent investments in and loans to
our foreign subsidiaries. Inflation has not had a material effect on us in the
past two years and no such effect is expected in the near future.

See Item 1 - "Business - Description of Business - Risks and Insurance."

Results of Operations

The table below sets out revenue and profitability for the
years ended December 31, 2001 and 2000, the nine-month periods ended December
31, 2000 and 1999 and the fiscal year ended March 31, 2000.

<Table>
<Caption>
                                 Year Ended                  Nine-Month Period          Fiscal Year
                                December 31,                 Ended December 31,        Ended March 31,
(dollars in thousands)      2001            2000            2000            1999            2000
- ----------------------   ----------      ----------      ----------      ----------    ---------------
                                        (unaudited)                     (unaudited)
<S>                      <C>             <C>             <C>             <C>             <C>
Revenue                  $  523,820      $  418,773      $  307,730      $  305,777      $  416,820
Gross Margin                103,141          70,548          53,071          54,165          71,642
Gross Margin %                   20%             17%             17%             18%             17%
Net Income                   33,109          14,952          11,313          13,145          16,784
</Table>

Information on our business segments is shown in Note 6 of the Notes to
Consolidated Financial Statements included in this report.

OFFSHORE OIL AND GAS. The table below sets out revenue and profitability for our
Offshore Oil and Gas business for the years ended December 31, 2001 and 2000,
the nine-month periods ended December 31, 2000 and 1999 and the fiscal year
ended March 31, 2000.

<Table>
<Caption>
                                                     Year Ended                    Nine-Month Period          Fiscal Year
                                                    December 31,                   Ended December 31,        Ended March 31,
(dollars in thousands)                          2001            2000             2000             1999            2000
- ----------------------                       ----------      ----------       ----------       ----------    ---------------
                                                            (unaudited)                       (unaudited)
<S>                                          <C>             <C>              <C>              <C>             <C>
Remotely Operated Vehicles
   Revenue                                   $  153,929      $  100,985       $   78,953       $   72,585      $   94,617
   Gross Margin                                  43,690          25,905           19,879           16,806          22,832
   Gross Margin %                                    28%             26%              25%              23%             24%
   Operating Income                              32,784          16,525           12,316            9,855          14,064
   Operating Income %                                21%             16%              16%              14%             15%

Subsea Products
   Revenue                                      125,608          92,165           65,771           43,350          69,744
   Gross Margin                                  18,330          10,741            7,647            5,690           8,784
   Gross Margin %                                    15%             12%              12%              13%             13%
   Operating Income                               7,243           2,334            1,225              390           1,499
   Operating Income %                                 6%              3%               2%               1%              2%
</Table>



16
<PAGE>

<Table>
<S>                                          <C>             <C>              <C>              <C>             <C>
    Mobile Offshore Production Systems
       Revenue                                   39,154          21,653           15,788           18,118          23,983
       Gross Margin                              11,357           7,962            5,774            6,048           8,236
       Gross Margin %                                29%             37%              37%              33%             34%
       Operating Income                           8,552           6,303            4,271            5,597           7,629
       Operating Income %                            22%             29%              27%              31%             32%

    Other Services
       Revenue                                  102,250          93,291           65,206           77,420         105,505
       Gross Margin                              12,472           7,892            7,732           11,231          11,391
       Gross Margin %                                12%              8%              12%              15%             11%
       Operating Income (Loss)                    3,543          (4,668)            (636)             863          (3,169)
       Operating Income (Loss) %                      3%             (5)%             (1)%              1%             (3)%

    Total Offshore Oil and Gas
       Revenue                               $  420,941      $  308,094       $  225,718       $  211,473      $  293,849
       Gross Margin                              85,849          52,500           41,032           39,775          51,243
       Gross Margin %                                20%             17%              18%              19%             17%
       Operating Income                          52,122          20,494           17,176           16,705          20,023
       Operating Income %                            12%              7%               8%               8%              7%
</Table>

In response to (1) continued increasing demand to support deepwater drilling and
(2) identified future construction and production maintenance work, we extended
our ROV fleet expansion program in 1997 by announcing plans for additional new
ROVs. These new vehicles are designed for use around the world in water depths
to 10,000 feet and in severe weather conditions. We have added over 50 ROVs to
our fleet during the last several years and we plan to add additional vehicles
at a rate dependent on market demand.

In the past few years, we have sold or exchanged our foreign diving-related
assets, which were part of our Other Services segment, to concentrate on our
other deepwater services and products which have potential for higher margins:

     o    In April 1997, we sold our North Sea diving assets, including a diving
          support vessel;

     o    In fiscal 2000, we sold our West Africa diving and related vessel
          assets; and

     o    In September 2000, we exchanged our Asia, Australia and Middle East
          diving assets, including a diving support vessel, for 11 ROVs.

For the year ended December 31, 2001, ROV revenue was 52% higher than the prior
year. Gross margin rose 69% and gross margin percentage rose 2%. These
improvements were the result of an increase in average fleet size of 20% and an
increase in utilization from 66% to 76%. In the nine-month period ended December
31, 2000, ROV revenue was 9% higher than the comparable nine-month period of the
prior year. Gross margin percentage rose 2%. These increases were the result of
more ROVs available for service and an increase in ROV utilization from 63% to
67%. We anticipate ROV utilization and margins to slightly decrease in 2002,
particularly in the Gulf of Mexico during the first half of the year, due to an
expected reduction in drill support service demand onboard floating drilling
rigs.

Subsea Products revenue was 36% higher for the year ended December 31, 2001 than
the prior year. Gross margin was 71% higher and gross margin percentage rose 3%.
The increased revenue was attributable to the production of orders which had
been delayed in Brazil and to increased production from our U.K. plant, which in
2000 had difficulties in completing its initial steel-tube umbilical order.
Margins and margin percentage were higher as a result of improved pricing.
Subsea Products revenue was 52% higher for the nine-month period ended December
31, 2000 than the comparable period of the prior year. This increase was
primarily due to (1) increased demand in Brazil and the U.S., as oil and gas
companies proceeded with offshore capital projects which had been delayed, and
(2) a large steel tube umbilical order in the U.K. While total gross margin was
$2.0 million higher, margin percentages were relatively flat, as increased
profitability in Brazil and the U.S. was offset by the large steel tube
umbilical order in our U.K. plant, which earned a low margin. We anticipate
improved Subsea Product results in 2002 from higher margins on existing backlog
supplemented by additional orders for international markets.



                                                                              17
<PAGE>

Mobile Offshore Production Systems revenue was up 81% for the year ended
December 31, 2001 as compared to the prior year, primarily from placement of the
Ocean Legend into service in May 2001. At December 31, 2001, we had not
recorded $2.3 million of billed revenue questioned by our customer under the
Ocean Legend contract. While we feel that we are entitled to the revenue under
the terms of the contract, we have not recorded it pending the outcome of
negotiations with our customer. Gross margin was up 43%, but gross margin
percentage was down 8%. Gross margin in 2001 included an additional $1.5 million
writedown of the out-of-service tanker Ocean Venture, which we are holding for
disposition or for possible conversion. We recorded the additional writedown as
a result of lower scrap steel prices than in 2000, when we had previously
written down the vessel by $2.5 million as explained below. Mobile Offshore
Production Systems revenue was down 13% for the nine-month period ended December
31, 2000 from the comparable period of the prior year, as production-based
revenue from the Ocean Producer was lower due to declining production levels and
we had lower project management and engineering service revenue from lower
demand. In the fourth quarter of 2001, the Ocean Producer began operations under
a seven-year contract to produce from another property in the area and we expect
to earn higher margins on the new contract than those attained during the last
two years of the prior contract. Gross margin percentage in the nine-month
period ended December 31, 2000 was higher than in the corresponding period of
the prior year due to $4.3 million of gains on the sales of two out-of-service
semisubmersible rigs. In addition, we wrote down the carrying value of the Ocean
Venture by $2.5 million in the nine-month period ended December 31, 2000, as our
assessment of the market it was targeted for, conversion into production
service, had changed. This tanker is not of the size prevalently in demand in
the current market and there have been few opportunities to bid the vessel. We
anticipate improved Mobile Offshore Production Systems results in 2002 with a
full year of Ocean Legend and Ocean Producer operations under their long-term
contracts.

Other Services revenue increased 10% for the year ended December 31, 2001 over
the prior year. Gross margin was 58% higher and gross margin percentage was 4%
higher. Revenue was higher in 2001 from a full year of service from the
multiservice vessel Ocean Intervention II, which was placed into service in the
third quarter of 2000. As a result, we had more subsea tie-back contracts in the
Gulf of Mexico in 2001. Margin percentage was higher as 2000 included losses
from two large fixed-price jobs in India. Other Services revenue was 16% lower
in the nine-month period ended December 31, 2000 than the comparable period of
the prior year. The lower revenue reflects our dispositions of (1) our West
Africa diving operations in fiscal 2000 and (2) our Asia, Australia and Middle
East diving operations in September 2000, along with more competitive conditions
resulting from lower capital expenditures by our oilfield customers. Gross
margin was lower due to lower vessel utilization and related services in the
Gulf of Mexico. The net operating loss was attributed to the two large
fixed-price jobs in India mentioned above. We anticipate lower Other Services
results in 2002 from further market deterioration due to announced reductions in
capital spending plans by oil and gas companies operating in the Gulf of Mexico.
We are hopeful that, by the second half of 2002, demand for these services will
recover.

ADVANCED TECHNOLOGIES. The table below sets out revenue and profitability for
this segment for the years ended December 31, 2001 and 2000, the nine-month
periods ended December 31, 2000 and 1999 and the fiscal year ended March 31,
2000.

<Table>
<Caption>
                                   Year Ended                  Nine-Month Period          Fiscal Year
                                  December 31,                 Ended December 31,        Ended March 31,
(dollars in thousands)        2001            2000            2000            1999            2000
- ----------------------     ----------      ----------     ------------     ----------    ---------------
                                          (unaudited)                     (unaudited)
<S>                        <C>             <C>             <C>             <C>             <C>
Revenue                    $  102,879      $  110,679      $   82,012      $   94,304      $  122,971
Gross Margin                   17,292          18,048          12,039          14,390          20,399
Gross Margin %                     17%             16%             15%             15%             17%
Operating Income                7,286           8,965           5,035           8,346          12,276
Operating Income %                  7%              8%              6%              9%             10%
</Table>

Advanced Technologies revenue and gross margin were slightly lower in 2001 as
compared to 2000 as a result of lower telecommunications subsea cable field
support operations. Revenue was 13% lower in the nine-month period ended
December 31, 2000 than the comparable period of the prior year as the prior
period included a large outfall job in Southeast Asia, which was performed using
resources associated with our Other Services segment. These resources were part
of those we exchanged in September 2000 for ROVs. Gross margin was lower as the
December 2000 period included provisions totaling $1.8 million relating to
operations of a division we no longer own. We anticipate similar results from
Advanced Technologies in the next year, contingent on (1) the level of
government funding for NASA and U.S. Navy



18
<PAGE>

programs in which we currently participate or are pursuing and (2) our ability
to obtain contracts for the design and manufacture of animated figures for theme
parks.

OTHER. General and administrative expenses were relatively flat over the periods
presented. Interest expense increased over the three-year period as a result of
our increased borrowings to fund capital expenditures and repurchases of common
stock. Interest expense is net of capitalized interest of $2.0 million for the
year ended December 31, 2001, $3.0 million for the nine-month period ended
December 31, 2000 and $1.8 million for fiscal 2000.

Our effective tax rate, determined after consideration of valuation allowances
and foreign, state and local taxes, was 35%, 36% and 36% for the year ended
December 31, 2001, the nine-month period ended December 31, 2000 and for fiscal
2000, respectively.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are currently exposed to certain market risks arising from transactions we
have entered into in the normal course of business. These risks relate to
interest rate changes and fluctuations in foreign exchange rates. We do not
believe these risks are material. We have not entered into any market risk
sensitive instruments for trading purposes. We manage our exposure to interest
rate changes through the use of a combination of fixed and floating rate debt
and an interest rate hedge. See Note 3 of Notes to Consolidated Financial
Statements included in this report for a description of our long-term debt
agreements, interest rates and maturities. We believe that significant interest
rate changes will not have a material near-term impact on our future earnings or
cash flows. We manage our exposure to changes in foreign exchange rates
primarily through arranging compensation in U.S. dollars or freely convertible
currency and, to the extent possible, by limiting compensation received in other
currencies to amounts necessary to meet obligations denominated in those
currencies. We will sometimes hedge foreign currency receivables with short-term
hedges. We believe that a significant fluctuation in the foreign exchange rates
would not have a material near-term effect on our future earnings or cash flows.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

In this report, our consolidated financial statements and supplementary data
appear following the signature page to this report and are hereby incorporated
by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not Applicable.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information with respect to the directors and nominees for election to our
Board of Directors is incorporated by reference from the section "Election of
Directors" in our definitive proxy statement to be filed on or before April 30,
2002, relating to our 2002 Annual Meeting of Shareholders.

The information with respect to our executive officers is provided under the
heading "Executive Officers of the Registrant" following Item 4 of Part I of
this report. There are no family relationships between any director or executive
officer.



                                                                              19
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION.

The information required by Item 11 is incorporated by reference from the
section "Executive Compensation" in the proxy statement described in Item 10
above.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by Item 12 is incorporated by reference from the
section "Election of Directors - Security Ownership of Management and Certain
Beneficial Owners" in the proxy statement described in Item 10 above.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by Item 13 is incorporated by reference from the
section "Certain Relationships and Related Transactions" in the proxy statement
described in Item 10 above.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

         (a)      Documents filed as part of this report.

                  1.       Financial Statements.

                           (i)      Report of Independent Public Accountants

                           (ii)     Consolidated Balance Sheets

                           (iii)    Consolidated Statements of Income

                           (iv)     Consolidated Statements of Cash Flows

                           (v)      Consolidated Statements of Shareholders'
                                    Equity and Comprehensive Income

                           (vi)     Notes to Consolidated Financial Statements

                  2.       Exhibits:

<Table>
<Caption>
                                                                              Registration
                                                                              or File        Form or        Report       Exhibit
                                                                              Number         Report         Date         Number
                                                                              ------------   -------        ------       -------

<S>                                                                           <C>            <C>            <C>           <C>
*3.01   Restated Certificate of Incorporation                                    1-10945     10-K           Dec. 2000      3.01
 3.02   Amended and Restated By-Laws
*4.01   Specimen of Common Stock Certificate                                     1-10945     10-K           March 1993     4(a)
*4.02   Amended and Restated Shareholder Rights Agreement dated
        as of November 16, 2001                                                  1-10945     8-K            Nov. 2001       4.1
*4.03   Note Purchase Agreement dated as of September 8, 1998 relating to
        $100,000,000 6.72% Senior Notes due September 8, 2010                    1-10945     10-Q           Sept. 1998     4.01
*4.04   Loan Agreement ($80,000,000 Revolving Credit Facility)
        dated as of October 23, 1998                                             1-10945     10-Q           Sept. 1998     4.02
*4.05   Loan Agreement ($50,000,000 Term Loan) dated as of
        March 30, 2000                                                           1-10945     10-K/A         March 2000     4.05
</Table>

We and certain of our consolidated subsidiaries are parties to debt instruments
under which the total amount of securities authorized does not exceed 10 percent
of our total consolidated assets. Pursuant to paragraph 4(ii)(A) of Item 601(b)
of Regulation S-K, we agree to furnish a copy of those instruments to the
Securities and Exchange Commission on request.



20
<PAGE>

<Table>
<S>                                                                                 <C>            <C>      <C>           <C>
  10.01+  Defined Contribution Master Plan and Trust Agreement and
          Adoption Agreement for the Oceaneering International, Inc.
          Retirement Investment Plan
  10.02+  Service Agreement dated as of November 16, 2001 between
          Oceaneering and John R. Huff
 *10.03+  2000 Non-Executive Incentive Plan                                          333-50400      S-8      Nov. 2000         4.6
 *10.04+  Amended and Restated Supplemental Executive Retirement Plan                1-10945        10-Q     Dec. 1999        10.1
 *10.05+  1999 Restricted Stock Award Incentive Agreements
          dated August 19, 1999                                                      1-10945        10-Q     Sept. 1999       10.1
  10.06+  Change of Control Agreements dated as of November 16, 2001
          between Oceaneering and John R. Huff, T. Jay Collins, Marvin J. Migura,
          M. Kevin McEvoy and George R. Haubenreich, Jr., respectively
 *10.07+  1999 Bonus Restricted Stock Award Agreements                               1-10945        10-K/A   March 2000      10.20
 *10.08+  1999 Incentive Plan                                                        1-10945        10-K     March 2000      10.08
  10.09+  2001 Bonus Award Plan
 *10.10+  1990 Long-Term Incentive Plan                                              33-36872       S-8      Sept. 1990       4(f)
 *10.11+  1990 Nonemployee Directors Stock Option Plan                               33-36872       S-8      Sept. 1990       4(g)
  10.12+  Form of Indemnification Agreement dated November 16, 2001 between
          Oceaneering and each of its Directors, T. Jay Collins, Marvin J. Migura,
          M. Kevin McEvoy and George R. Haubenreich, Jr
 *10.14+  1996 Incentive Plan of Oceaneering International, Inc.                     1-10945        10-Q     Sept. 1996      10.02
 *10.15+  1996 Restricted Stock Award Incentive Agreements
          dated August 23, 1996                                                      1-10945        10-Q     Sept. 1996      10.03
 *10.16+  1997 Bonus Restricted Stock Award Agreements
          dated April 22, 1997                                                       1-10945        10-K     March 1997      10.20
 *10.17+  Amendment No. 1 to 1990 Nonemployee Director Stock
          Option Plan                                                                1-10945        10-K     March 1999      10.19
 *10.18+  1998 Bonus Restricted Stock Award Agreements                               1-10945        10-K     March 1999      10.20
  12.01   Statement showing Computation of Ratio of Earnings to Fixed Charges
  21.01   Subsidiaries of Oceaneering
  23.01   Consent of Independent Public Accountants
  24.01   Powers of Attorney
  99.01   Letter to the Securities and Exchange Commission re Arthur Andersen LLP
</Table>

*    Indicates exhibit previously filed with the Securities and Exchange
     Commission as indicated and incorporated herein by reference.

+    Indicates management contract or compensatory plan or arrangement.

(b)  Reports on Form 8-K.

     We filed the following reports on Form 8-K during the last quarter of the
period covered by this report:

<Table>
<Caption>
        Date                Description
        ----                -----------
<S>                         <C>
November 14, 2001           Information furnished under Item 9, Regulation FD Disclosure, regarding the posting of a
                            presentation on our Web site.
November 16, 2001           Information filed under Item 5, Other Events, regarding the extension of the expiration date of
                            the Shareholder Rights Agreement dated as of November 20, 1992 to November 16, 2011 and other
                            changes to that agreement.
December 10, 2001           Information furnished under Item 9, Regulation FD Disclosure, regarding the posting of a
                            presentation on our Web site.
</Table>



                                                                              21
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                            OCEANEERING INTERNATIONAL, INC.



Date: March 27, 2002                    By: /s/ JOHN R. HUFF
                                            ----------------------------
                                            John R. Huff
                                            Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<Table>
<Caption>
Signature                                            Title                                           Date
<S>                                                  <C>                                             <C>

 /s/ JOHN R. HUFF                                    Chairman of the Board and                       March 27, 2002
- -------------------------------                      Chief Executive Officer
John R. Huff                                         (Principal Executive Officer)


 /s/ MARVIN J. MIGURA                                Senior Vice President and                       March 27, 2002
- -------------------------------                      Chief Financial Officer
Marvin J. Migura                                     (Principal Financial Officer)


 /s/  JOHN L. ZACHARY                                Controller                                      March 27, 2002
- -------------------------------                      (Principal Accounting Officer)
John L. Zachary

 /s/  T. JAY COLLINS                                 President, Chief Operating Officer              March 27, 2002
- -------------------------------                      and Director
T. Jay Collins

 /s/ CHARLES B. EVANS*                               Director                                        March 27, 2002
- -------------------------------
Charles B. Evans

 /s/ DAVID S. HOOKER*                                Director                                        March 27, 2002
- -------------------------------
David S. Hooker

 /s/ D. MICHAEL HUGHES*                              Director                                        March 27, 2002
- -------------------------------
D. Michael Hughes

 /s/ HARRIS J. PAPPAS*                               Director                                        March 27, 2002
- -------------------------------
Harris J. Pappas

*By:  /s/ GEORGE R. HAUBENREICH, JR.
     -------------------------------
      George R. Haubenreich, Jr.
      Attorney-in-Fact
</Table>


22
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES


Index to Financial Statements

Report of Independent Public Accountants

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Cash Flows

Consolidated Statements of Shareholders' Equity and Comprehensive Income

Notes to Consolidated Financial Statements

Selected Quarterly Financial Data (unaudited)

Index to Schedules

All schedules for which provision is made in the applicable regulations of the
Securities and Exchange Commission have been omitted because they are not
required under the relevant instructions or because the required information is
included in the financial statements included herein or in the related footnotes
thereto.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Oceaneering International, Inc.:

We have audited the accompanying consolidated balance sheets of Oceaneering
International, Inc. (a Delaware corporation) and subsidiaries as of December 31,
2001 and 2000 and the related consolidated statements of income, cash flows and
shareholders' equity and comprehensive income for the year ended December 31,
2001, the nine-month period ended December 31, 2000 and for the fiscal year
ended March 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Oceaneering
International, Inc. and subsidiaries as of December 31, 2001 and 2000 and the
results of their operations and their cash flows for the year ended December 31,
2001, the nine-month period ended December 31, 2000 and the fiscal year ended
March 31, 2000, in conformity with accounting principles generally accepted in
the United States.

ARTHUR ANDERSEN LLP



Houston, Texas
February 13, 2002



                                                                              23
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                                  December 31,
(in thousands, except share data)                                             2001            2000
- ---------------------------------                                          ----------      ----------
<S>                                                                        <C>             <C>

ASSETS
CURRENT ASSETS:
      Cash and cash equivalents                                            $   10,474      $    9,911
      Accounts receivable, net of allowances for doubtful accounts
          of $1,349 and $510                                                  128,559          80,857
      Revenue in excess of amounts billed                                      25,805          26,560
      Prepaid expenses and other                                               40,380          35,076
                                                                           ----------      ----------
          Total current assets                                                205,218         152,404
                                                                           ----------      ----------

PROPERTY AND EQUIPMENT, AT COST:
      Marine services equipment                                               340,114         313,853
      Mobile offshore production equipment, including construction
          in progress of $83,321 in 2000                                      142,186         124,785
      Manufacturing facilities                                                 45,335          41,024
      Other                                                                    46,103          43,723
                                                                           ----------      ----------
                                                                              573,738         523,385
      Less accumulated depreciation                                           231,402         187,025
                                                                           ----------      ----------
          Net property and equipment                                          342,336         336,360
                                                                           ----------      ----------

OTHER ASSETS:
      Goodwill, net of accumulated amortization of $9,221 and $7,526           13,884          11,493
      Other                                                                    18,173          15,260
                                                                           ----------      ----------
TOTAL ASSETS                                                               $  579,611      $  515,517
                                                                           ==========      ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
      Accounts payable                                                     $   28,902      $   25,076
      Accrued liabilities                                                      74,193          60,139
      Income taxes payable                                                     10,739           8,736
      Current portion of long-term debt                                            --              73
                                                                           ----------      ----------
          Total current liabilities                                           113,834          94,024
                                                                           ----------      ----------

LONG-TERM DEBT, NET OF CURRENT PORTION                                        170,000         180,000
                                                                           ----------      ----------

OTHER LONG-TERM LIABILITIES                                                    44,344          34,599
                                                                           ----------      ----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
      Common Stock, par value $0.25 per share; 90,000,000 shares
           authorized; 24,017,046 shares issued                                 6,004           6,004
      Additional paid-in capital                                               84,105          78,945
      Treasury stock; 249,872 and 979,285 shares at cost                       (3,353)        (13,123)
      Retained earnings                                                       184,915         151,806
      Other comprehensive income                                              (20,238)        (16,738)
                                                                           ----------      ----------
          Total shareholders' equity                                          251,433         206,894
                                                                           ----------      ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                 $  579,611      $  515,517
                                                                           ==========      ==========
</Table>

The accompanying Notes are an integral part of these Consolidated Financial
Statements.



24
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<Table>
<Caption>
                                                                                                 Nine-Month      Fiscal Year
                                                                         Year Ended             Period Ended        Ended
                                                                        December 31,            December 31,      March 31,
(in thousands, except per share data)                               2001            2000            2000            2000
- -------------------------------------                            ----------      ----------     ------------     ----------
                                                                                (unaudited)
<S>                                                              <C>             <C>             <C>             <C>
REVENUE                                                          $  523,820      $  418,773      $  307,730      $  416,820

COST OF SERVICES AND PRODUCTS                                       420,679         348,225         254,659         345,178
                                                                 ----------      ----------      ----------      ----------

      GROSS MARGIN                                                  103,141          70,548          53,071          71,642

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE                          43,733          41,089          30,860          39,343
                                                                 ----------      ----------      ----------      ----------

      INCOME FROM OPERATIONS                                         59,408          29,459          22,211          32,299

INTEREST INCOME                                                         491             497             386             533

INTEREST EXPENSE, NET OF AMOUNTS CAPITALIZED                         (9,928)         (7,104)         (5,629)         (5,936)

OTHER INCOME (EXPENSE), NET                                             614            (207)            122            (330)

MINORITY INTERESTS                                                      352             717             586            (341)
                                                                 ----------      ----------      ----------      ----------

      INCOME BEFORE INCOME TAXES                                     50,937          23,362          17,676          26,225

PROVISION FOR INCOME TAXES                                          (17,828)         (8,410)         (6,363)         (9,441)
                                                                 ----------      ----------      ----------      ----------

NET INCOME                                                       $   33,109      $   14,952      $   11,313      $   16,784
                                                                 ==========      ==========      ==========      ==========

BASIC EARNINGS PER SHARE                                         $     1.41      $     0.65      $     0.49      $     0.74
DILUTED EARNINGS PER SHARE                                       $     1.38      $     0.64      $     0.49      $     0.73

WEIGHTED AVERAGE NUMBER OF COMMON SHARES                             23,473          22,895          22,935          22,757
INCREMENTAL SHARES FROM STOCK OPTIONS                                   442             293             291             279
WEIGHTED AVERAGE NUMBER OF COMMON SHARES AND EQUIVALENTS
                                                                     23,915          23,188          23,226          23,036
</Table>


The accompanying Notes are an integral part of these Consolidated Financial
Statements.



                                                                              25
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                                                Nine-Month       Fiscal Year
                                                                         Year Ended            Period Ended        Ended
                                                                        December 31,            December 31,      March 31,
(in thousands)                                                      2001            2000            2000            2000
- --------------                                                   ----------      ----------     ------------     ----------
                                                                                (unaudited)
<S>                                                              <C>             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                                                    $   33,109      $   14,952      $   11,313      $   16,784
                                                                 ----------      ----------      ----------      ----------
   Adjustments to reconcile net income to net cash
     provided by operating activities:
   Depreciation and amortization                                     47,906          39,748          30,664          33,948
   Currency translation adjustments and other                         1,767            (720)            (46)          1,582
   Increase (decrease) in cash from:
     Accounts receivable and revenue in excess of
       amounts billed, net                                          (46,947)          3,073          11,155         (14,734)
     Prepaid expenses and other current assets                       (9,876)         (6,192)         (8,029)         (2,131)
     Other assets                                                     4,809          (5,012)         (3,036)         (2,922)
     Accounts payable                                                 3,826           1,579          (9,517)         11,112
     Accrued liabilities                                             14,054          (1,352)          6,494            (962)
     Income taxes payable                                             7,639          (1,534)          1,595          (2,801)
     Other long-term liabilities                                      3,553          11,190             278          13,192
                                                                 ----------      ----------      ----------      ----------

   Total adjustments to net income                                   26,731          40,780          29,558          36,284
                                                                 ----------      ----------      ----------      ----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                            59,840          55,732          40,871          53,068
                                                                 ----------      ----------      ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                              (57,661)       (138,662)       (101,641)        (80,758)
   Dispositions of property and equipment                               116          12,188           8,122           5,309
   Increase in other assets                                          (2,415)         (2,827)         (2,884)           (593)
                                                                 ----------      ----------      ----------      ----------

NET CASH USED IN INVESTING ACTIVITIES                               (59,960)       (129,301)        (96,403)        (76,042)
                                                                 ----------      ----------      ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds (payments) on revolving credit, term loan
     and other long-term debt                                       (10,073)         69,395          51,748          27,419
   Proceeds from issuance of common stock                            10,897           3,735           2,694           6,246
   Purchases of treasury stock                                         (141)           (754)             --          (8,057)
                                                                 ----------      ----------      ----------      ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                               683          72,376          54,442          25,608
                                                                 ----------      ----------      ----------      ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    563          (1,193)         (1,090)          2,634

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                       9,911          11,104          11,001           8,367
                                                                 ----------      ----------      ----------      ----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                        $   10,474      $    9,911      $    9,911      $   11,001
                                                                 ==========      ==========      ==========      ==========
</Table>


The accompanying Notes are an integral part of these Consolidated Financial
Statements.



                                       26
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME

<Table>
<Caption>
                                                 Common Stock      Additional                               Other
                                                    Issued          Paid-in      Treasury     Retained   Comprehensive
(in thousands)                                Shares     Amounts    Capital       Stock       Earnings      Income         Total
- --------------                              ----------  ---------  ----------   ----------   ----------  -------------   ----------
<S>                                         <C>         <C>        <C>          <C>          <C>         <C>             <C>

BALANCE, MARCH 31, 1999                         24,017  $   6,004  $   82,421   $  (22,803)  $  123,709   $     (9,892)  $  179,439

Comprehensive Income:
    Net Income                                      --         --          --           --       16,784             --       16,784
    Translation adjustments                         --         --          --           --           --         (2,827)      (2,827)
                                            ----------  ---------  ----------   ----------   ----------   ------------   ----------
Total Comprehensive Income                          --         --          --           --       16,784         (2,827)      13,957
Restricted stock issued                             --         --      (8,165)       8,165           --             --           --
Stock options exercised                             --         --         461        4,233           --             --        4,694
Restricted stock plan compensation expense          --         --       3,255           --           --             --        3,255
Treasury stock purchases                            --         --          --       (8,057)          --             --       (8,057)
Treasury stock issued to company benefit
    plan, at average cost                           --         --          --        2,412           --             --        2,412
                                            ----------  ---------  ----------   ----------   ----------   ------------   ----------

BALANCE, MARCH 31, 2000                         24,017      6,004      77,972      (16,050)     140,493        (12,719)     195,700

Comprehensive Income:
    Net Income                                      --         --          --           --       11,313             --       11,313
    Translation adjustments                         --         --          --           --           --         (4,019)      (4,019)
                                            ----------  ---------  ----------   ----------   ----------   ------------   ----------
Total Comprehensive Income                          --         --          --           --       11,313         (4,019)       7,294
Restricted stock issued                             --         --        (175)         175           --             --           --
Stock options exercised                             --         --          39          880           --             --          919
Restricted stock plan compensation expense          --         --       1,109           --           --             --        1,109
Treasury stock issued to company benefit
    plan, at average cost                           --         --          --        1,872           --             --        1,872
                                            ----------  ---------  ----------   ----------   ----------   ------------   ----------

BALANCE, DECEMBER 31, 2000                      24,017      6,004      78,945      (13,123)     151,806        (16,738)     206,894

Comprehensive Income:
    Net Income                                      --         --          --           --       33,109             --       33,109
    Change in fair value of interest
              rate hedge                            --         --          --           --           --             64           64
    Translation adjustments                         --         --          --           --           --         (3,564)      (3,564)
                                            ----------  ---------  ----------   ----------   ----------   ------------   ----------
Total Comprehensive Income                          --         --          --           --       33,109         (3,500)      29,609
Restricted stock issued                             --         --         786         (786)          --             --           --
Stock options exercised                             --         --       1,945        8,271           --             --       10,216
Restricted stock plan compensation expense          --         --       2,429           --           --             --        2,429
Treasury stock purchases                            --         --          --         (141)          --             --         (141)
Treasury stock issued to company benefit
    plan, at average cost                           --         --          --        2,426           --             --        2,426
                                            ----------  ---------  ----------   ----------   ----------   ------------   ----------

BALANCE, DECEMBER 31, 2001                      24,017  $   6,004  $   84,105   $   (3,353)  $  184,915   $    (20,238)  $  251,433
                                            ==========  =========  ==========   ==========   ==========   ============   ==========
</Table>


The accompanying Notes are an integral part of these Consolidated Financial
Statements.



                                                                              27
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF MAJOR ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Oceaneering
International, Inc. and its 50% or more owned and controlled subsidiaries.
Oceaneering accounts for its investments in unconsolidated affiliated companies
under the equity method. All significant intercompany accounts and transactions
have been eliminated. As used in these notes, references to "Oceaneering" mean
Oceaneering International, Inc. and its 50% or more owned and controlled
subsidiaries.

Effective November 1, 2000, Oceaneering's Board of Directors approved the change
of its year end to December 31 from March 31. The accompanying financial
statements for the year ended December 31, 2000 are presented for comparative
purposes and are unaudited. Management has reflected all adjustments that it
believes are necessary to present fairly Oceaneering's results of operations and
cash flows for that unaudited period. All such adjustments are of a normal
recurring nature.

Cash and Cash Equivalents

Cash and cash equivalents include demand deposits and highly liquid investments
with original maturities of three months or less from the date of the
investment.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

<Table>
<Caption>
                                                                      December 31,
         (in thousands)                                            2001           2000
         --------------                                         ----------     ----------
<S>                                                             <C>            <C>

         Spare parts for remotely operated vehicles             $   14,316     $   10,568
         Inventories, primarily raw materials                        9,385          8,848
         Deferred taxes                                             10,359          8,057
         Other                                                       6,320          7,603
                                                                ----------     ----------
                    Total                                       $   40,380     $   35,076
                                                                ==========     ==========
</Table>

Inventory is priced at lower of cost or market. Oceaneering determines cost
using the weighted-average method.

Property and Equipment and Goodwill

Oceaneering provides for depreciation of property and equipment primarily on the
straight-line method over estimated useful lives of three to 20 years for marine
services equipment, up to 12 years for mobile offshore production equipment and
three to 25 years for buildings, improvements and other equipment. Goodwill
arising from business acquisitions made before June 30, 2001 was amortized on
the straight-line method over 15 years.

The costs of repair and maintenance of property and equipment are charged to
operations as incurred, while the costs of improvements are capitalized.
Oceaneering accrues in advance for anticipated drydocking expenses of its larger
vessels. Accrued drydock costs, which are included in accrued liabilities on the
balance sheets, were $3.6 million and $3.2 million at December 31, 2001 and
2000, respectively. Interest is capitalized on assets where the construction
period is anticipated to be more than three months. Oceaneering does not
allocate general administrative costs to capital projects. Upon the disposition
of property and equipment, the related cost and accumulated depreciation
accounts are relieved and the resulting gain or loss is included as an
adjustment to cost of services and products.



28
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

During the nine-month period ended December 31, 2000, Oceaneering exchanged its
diving-related assets, including a vessel, in Asia, Australia and the Middle
East for 11 remotely operated vehicles. The assets acquired were recorded at
their fair market value and the transaction did not result in a material gain or
loss to Oceaneering.

Management periodically, and upon the occurrence of a triggering event, reviews
the realizability of goodwill and other long-term assets and makes any
appropriate impairment adjustments and disclosures. During the year ended
December 31, 2001 and the nine-month period ended December 31, 2000, Oceaneering
recorded impairment adjustments of $1.5 million and $2.5 million, respectively,
in the form of additional depreciation included in Cost of Services and Products
within the Mobile Offshore Production Systems business segment. These
adjustments decreased the carrying value of an out-of-service tanker to its
estimated scrap value. During the year ended December 31, 2001, Oceaneering also
recorded an impairment adjustment of $600,000 in the form of additional
depreciation included in the Cost of Services and Products within the Other
Services business segment. This adjustment decreased the carrying value of a
crane barge held for sale to its estimated market value. No other impairment
adjustments were made during the periods presented.

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard ("SFAS") No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that
all business combinations be accounted for under the purchase method. SFAS No.
141 also establishes criteria for the separate recognition of intangible assets
acquired in a business combination. The adoption of SFAS No. 141 will have no
effect on our consolidated financial position or results of operations. SFAS No.
142 requires for 2002 that goodwill no longer be amortized to earnings, but
instead be subject to periodic testing for impairment. In addition, goodwill for
acquisitions after June 30, 2001 is not amortized. SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001 and the non-amortization
provisions are effective for acquisitions taking place after June 30, 2001. For
the year ended December 31, 2001, Oceaneering amortized $1,696,000 of goodwill.
Oceaneering also made an acquisition in the third quarter of 2001 which
generated $3,259,000 of goodwill which, in accordance with the provisions of
SFAS No. 142, was not amortized. We are reviewing the effect SFAS No. 142 will
have on our consolidated financial position and results of operations and, other
than ceasing goodwill amortization effective January 1, 2002, we do not
presently anticipate that SFAS No. 142 will have a significant impact on our
consolidated financial position or results of operations.

Revenue Recognition

Oceaneering's revenue is primarily derived from billings under contracts that
provide for specific time, material and equipment charges, which are accrued
daily and billed periodically, ranging from weekly to monthly. Significant
lump-sum contracts, particularly in the Subsea Products segment, are accounted
for using the percentage-of-completion method. Under this method, we measure the
extent of progress toward completion based on physical progress. Revenue in
Excess of Amounts Billed relates to recoverable costs and accrued profits on
contracts in process. Billings in Excess of Revenue Recognized on uncompleted
contracts are classified in accrued liabilities. Revenue on contracts with a
substantial element of research and development is recognized to the extent of
cost until such time as the probable final profitability can be determined.
Anticipated losses on contracts, if any, are recorded in the period that such
losses are first determinable. Oceaneering believes its revenue recognition
accounting policies comply with SEC Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements."

Revenue in Excess of Amounts Billed are summarized as follows:

<Table>
<Caption>
                                                                      December 31,
         (in thousands)                                            2001           2000
         --------------                                         ----------     ----------
<S>                                                             <C>            <C>

         Revenues recognized on uncompleted contracts           $  157,858     $  117,177
         Less:  Billings of customers                             (132,053)       (90,617)
                                                                ----------     ----------
         Revenue in excess of amounts billed                    $   25,805     $   26,560
                                                                ==========     ==========
</Table>



                                                                              29
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

Billings in Excess of Revenues Recognized are summarized as follows:

<Table>
<Caption>
                                                                      December 31,
         (in thousands)                                            2001           2000
         --------------                                         ----------     ----------
<S>                                                             <C>            <C>

         Amounts billed to customers                             $   26,745     $    8,269
         Less:  Revenues recognized                                 (23,752)        (5,356)
                                                                 ----------     ----------
         Billings in excess of revenue recognized                $    2,993     $    2,913
                                                                 ==========     ==========
</Table>

Income Taxes

Oceaneering provides income taxes at appropriate tax rates in accordance with
its interpretation of the respective tax laws and regulations after review and
consultation with its internal tax department, tax advisors and, in some cases,
legal counsel in the various jurisdictions. Deferred income taxes are provided
for temporary differences in the recognition of income and expense for financial
and tax reporting purposes. Oceaneering's policy is to provide for deferred U.S.
income taxes on repatriated foreign income only to the extent such income is not
to be invested indefinitely in the related foreign entity.

Foreign Currency Translation

The functional currency for several of Oceaneering's foreign subsidiaries is the
applicable local currency. Results of operations for foreign subsidiaries with
functional currencies other than the U.S. dollar are translated into U.S.
dollars using average exchange rates during the period. Assets and liabilities
of these foreign subsidiaries are translated into U.S. dollars using the
exchange rates in effect at the balance sheet date and the resulting translation
adjustments are accumulated as a component of shareholders' equity. All foreign
currency transaction gains and losses are recognized currently in the
Consolidated Statements of Income.

Earnings Per Share

Basic and diluted earnings per share are computed by dividing net income by the
weighted average number of common shares and the weighted average number of
common shares plus common share equivalents, respectively. The weighted average
number of common shares and equivalents for 2001 exclude an average of 667,000
stock options which were antidilutive.

Other Long-term Liabilities

At December 31, 2001 and 2000, other long-term liabilities include $10.0 million
and $9.1 million, respectively, for self-insurance reserves not expected to be
paid out in the following year and $28.5 million and $22.0 million,
respectively, for deferred income taxes.

Financial Instruments

Oceaneering recognizes all derivative instruments as either assets or
liabilities in the balance sheet and measures those instruments at fair value.
Subsequent changes in fair value are reflected in current earnings or other
comprehensive income, depending on whether a derivative instrument is designated
as part of a hedge relationship and, if it is, the type of hedge relationship.

Reclassifications

Certain amounts from prior periods have been reclassified to conform with the
current year presentation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and



30
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

liabilities at the date of the financial statements and the reported amounts of
revenue and expense during the reporting period. Actual results could differ
from those estimates.

2. INCOME TAXES

Oceaneering and its domestic subsidiaries, including acquired companies from
their respective dates of acquisition, file a consolidated U.S. federal income
tax return. Oceaneering conducts its international operations in a number of
locations that have varying laws and regulations with regard to income and other
taxes, some of which are subject to interpretation. Management believes that
adequate provisions have been made for all taxes that will ultimately be
payable. On a geographic basis, income before minority interests and income
taxes attributable to the United States was $5.4 million, $6.7 million and $10.5
million for the year ended December 31, 2001, the nine-month period ended
December 31, 2000 and the fiscal year ended March 31, 2000, respectively.

The provisions for income taxes were as follows:

<Table>
<Caption>
                                                              Nine-Month     Fiscal Year
                                               Year Ended    Period Ended       Ended
                                              December 31,   December 31,     March 31,
         (in thousands)                           2001           2000            2000
         --------------                       ------------   ------------    -----------
<S>                                            <C>            <C>             <C>

         U.S. federal and state                $    9,764     $    1,671      $    4,988
         Foreign                                    8,064          4,692           4,453
                                               ----------     ----------      ----------
         Total provision                       $   17,828     $    6,363      $    9,441
                                               ==========     ==========      ==========

         Current                               $   13,623     $    6,375      $    2,135
         Deferred                                   4,205            (12)          7,306
                                               ----------     ----------      ----------
         Total provision                       $   17,828     $    6,363      $    9,441
                                               ==========     ==========      ==========

         Cash taxes paid                       $   10,320     $    4,538      $    7,906
                                               ==========     ==========      ==========
</Table>

During the nine-month period ended December 31, 2000, Oceaneering also received
a cash tax refund of $4,353,000.

As of December 31, 2001, Oceaneering's Brazil subsidiary had net operating loss
carryforwards ("NOLs") of approximately $9 million, which are available to
reduce future Brazil income taxes that would otherwise be payable.

As of December 31, 2001 and 2000, Oceaneering's worldwide deferred tax assets
and liabilities were as follows:

<Table>
<Caption>
                                                                 December 31,
         (in thousands)                                      2001            2000
         --------------                                   ----------      ----------
<S>                                                       <C>             <C>

         Current deferred tax assets                      $   10,359      $    8,057
                                                          ==========      ==========

         Gross deferred tax assets - long-term            $    3,216      $    5,612
         Valuation allowance                                  (3,150)         (5,600)
                                                          ----------      ----------
         Net deferred tax assets - long-term              $       66      $       12
                                                          ==========      ==========

         Deferred tax liabilities                         $   28,517      $   21,956
                                                          ==========      ==========
</Table>

Oceaneering's gross deferred tax assets consist primarily of NOLs in its
Brazilian subsidiary, which have no expiration date, and insurance claim
reserves for which a tax deduction has not yet been allowed. Deferred tax
liabilities consist primarily of depreciation and amortization book/tax
differences and provisions for income of foreign subsidiaries expected to be
repatriated.



                                                                              31
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

Oceaneering has established a valuation allowance for deferred tax assets after
taking into account factors that are likely to affect Oceaneering's ability to
utilize the tax assets. In particular, Oceaneering conducts its business through
several foreign subsidiaries and, although Oceaneering expects its consolidated
operations to be profitable, there is no assurance that profits will be earned
in entities or jurisdictions that have NOLs available. Changes in the valuation
allowance primarily relate to the expected utilization of foreign NOLs and
realization of foreign tax credits. Income taxes, computed by applying the
federal statutory income tax rate of 35% to income before income taxes and
minority interests, are reconciled to the actual provisions for income taxes as
follows:

<Table>
<Caption>
                                                                                Nine-Month      Fiscal Year
                                                                Year Ended     Period Ended       Ended
                                                               December 31,    December 31,      March 31,
         (in thousands)                                            2001            2000            2000
         --------------                                        ------------    -----------      ----------
<S>                                                            <C>             <C>             <C>
         Computed U.S. statutory expense                        $   17,705      $    5,981      $    9,298
         Change in valuation allowances                             (2,450)          1,224          (6,008)
         Withholding taxes and foreign earnings taxed
         at rates different from U.S. statutory rates                2,319           1,066           3,375
         State and local taxes and other, net                          254          (1,908)          2,776
                                                                ----------      ----------      ----------
         Total provision for income taxes                       $   17,828      $    6,363      $    9,441
                                                                ==========      ==========      ==========
</Table>

3. DEBT

Long-term Debt consisted of the following:

<Table>
<Caption>
                                                                 December 31,
         (in thousands)                                      2001           2000
         --------------                                   ----------     ----------
<S>                                                      <C>            <C>
         6.72% Senior Notes                               $  100,000     $  100,000
         Revolving credit facility                            23,000         65,000
         Term loan agreement                                  47,000         15,000
         Capital lease                                            --             73
                                                          ----------     ----------
              Long-term Debt                                 170,000        180,073
         Current portion                                          --            (73)
                                                          ----------     ----------
         Long-term Debt, net of current portion           $  170,000     $  180,000
                                                          ==========     ==========
</Table>

Oceaneering has $100 million aggregate principal amount of 6.72% Senior Notes
outstanding and scheduled to be paid in five equal annual installments beginning
September 2006.

Oceaneering has an $80 million revolving credit facility (the "Credit
Agreement"). There is a commitment fee ranging from .20% to .25% per annum,
depending on Oceaneering's debt-to-capitalization ratio, on the unused portion
of the banks' commitments. Principal maturity is in October 2003. Under the
Credit Agreement, Oceaneering has the option to borrow dollars at the London
Interbank Offered Rate ("LIBOR") plus a margin ranging from .50% to 1.00%,
depending on Oceaneering's debt-to-capitalization ratio, or at the agent bank's
prime rate. The weighted average interest rate for borrowings under the Credit
Agreement was 2.56% at December 31, 2001.

In March 2000, Oceaneering entered into a four-year, $50 million term loan
agreement (the "Term Loan"). Borrowings under the Term Loan were made until
March 2001 and principal repayments commenced in October 2001 with final
maturity in April 2004. There are no further borrowings available and no
commitment fees on the Term Loan. Under the Term Loan, Oceaneering pays interest
at LIBOR plus a margin ranging from .75% to 1.25%, depending on Oceaneering's
debt-to-capitalization ratio. The weighted average interest rate for borrowings
under the Term Loan was 3.21% at December 31, 2001. At December 31, 2001,
Oceaneering had an interest rate hedge in place that effectively fixed LIBOR at
3.24% for the remainder of the Term Loan.



32
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

Scheduled maturities of Long-term Debt outstanding as of December 31, 2001 were
as follows:

<Table>
<Caption>
                                     6.72%         Credit           Term
         (in thousands)              Notes        Agreement         Loan          Total
         --------------            ----------     ----------     ----------     ----------
<S>                                <C>            <C>            <C>            <C>
         2002                      $       --     $       --     $   12,000     $   12,000
         2003                              --         23,000         12,000         35,000
         2004                              --             --         23,000         23,000
         2005                              --             --             --             --
         2006                          20,000             --             --         20,000
         Thereafter                    80,000             --             --         80,000
                                   ----------     ----------     ----------     ----------
         Total                     $  100,000     $   23,000     $   47,000     $  170,000
                                   ==========     ==========     ==========     ==========
</Table>

Maturities in 2002 are not classified as current as of December 31, 2001 since
Oceaneering can extend the maturity by re-borrowing under the Credit Agreement
with a maturity date after one year.

All of these credit arrangements contain similar restrictive covenants as to
minimum net worth, debt-to-capitalization ratio, fixed charge coverage, interest
coverage and restricted payments. Restricted payments, which include dividends
and treasury stock purchases, are limited from April 1, 1998, on a net basis, to
the sum of $25 million plus 50% of Oceaneering's consolidated net income after
April 1, 1998, plus cash proceeds from any sales of common stock.

Cash interest payments of $12.0 million, $6.7 million and $7.7 million were made
in the year ended December 31, 2001, the nine-month period ended December 31,
2000 and the fiscal year ended March 31, 2000, respectively. Interest charges of
$2.0 million, $3.0 million and $1.8 million were capitalized as part of
construction in progress in the year ended December 31, 2001, the nine-month
period ended December 31, 2000 and the fiscal year ended March 31, 2000,
respectively.

4. EMPLOYEE BENEFIT PLANS AND SHAREHOLDER RIGHTS PLAN

Retirement Investment Plans

Oceaneering has three separate employee retirement investment plans which, taken
together, cover most of its full-time employees. The Oceaneering Retirement
Investment Plan is a 401(k) plan in which domestic employees may participate by
deferring a portion of their gross monthly salary and directing Oceaneering to
contribute the deferred amount to the plan. Oceaneering matches a portion of the
employees' deferred compensation. Oceaneering's contributions to the plan were
$3,679,000, $3,220,000 and $2,867,000 for the plan years ended December 31,
2001, 2000 and 1999, respectively.

The second plan is the Oceaneering International Services Pension Scheme for
employees in the United Kingdom. Under this plan, employees may contribute a
portion of their gross monthly salary. Oceaneering also contributes an amount
equal to a portion of the participant's gross monthly salary. The plan assets
exceed vested benefits and are not material to the assets of Oceaneering.
Company contributions to this plan for the year ended December 31, 2001, the
nine-month period ended December 31, 2000 and the fiscal year ended March 31,
2000 were $207,000, $41,000 and $32,000, respectively.

The third plan is the Oceaneering International, Inc. Supplemental Executive
Retirement Plan, which covers selected key management employees and executives
of Oceaneering as approved by the Compensation Committee of Oceaneering's Board
of Directors (the "Compensation Committee"). Under the plan, Oceaneering accrues
an amount determined as a percentage of the participant's gross monthly salary
and the amounts accrued are treated as if they are invested in one or more
investment vehicles pursuant to this plan. Expenses related to this plan during
the year ended December 31, 2001, the nine-month period ended December 31, 2000
and the fiscal year ended March 31, 2000 were $2,134,000, $921,000 and $972,000,
respectively.

Incentive and Stock Option Plans

Under the 1996 and 1999 Incentive Plans and the 2000 Non-Executive Incentive
Plan (the "Incentive Plans"), totals of 1,165,000, 1,450,000 and 1,000,000
shares of common stock of Oceaneering, respectively, were made available for
awards to employees and other persons (excluding nonemployee directors except
with respect to automatic grants as described



                                                                              33
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

below and, with respect to the 2000 Non-Executive Incentive Plan, excluding
executive officers) having an important business relationship or affiliation
with Oceaneering. Under the 1999 Incentive Plan, each director of Oceaneering is
automatically granted an option to purchase 10,000 shares of common stock on the
date the director becomes a nonemployee director and each year thereafter at an
exercise price per share equal to the fair market value of a share of common
stock on the date the option was granted. These options granted to nonemployee
directors become fully exercisable six months following the date of grant.

The Incentive Plans are administered by the Compensation Committee, which
determines the type or types of award(s) to be made to each participant and sets
forth in the related award agreement the terms, conditions and limitations
applicable to each award. The Compensation Committee may grant stock options,
stock appreciation rights and stock and cash awards. The exercise price for each
option is not less than the fair market value of the optioned shares at the date
of grant. Options outstanding vest over a three- or four-year period and are
exercisable over a period of four, five or ten years after the date of grant or
five years after the date of vesting.

Oceaneering recognizes no compensation cost for stock options it issues unless
options are granted at an option price below the fair market value of the stock
at the date of the grant. Had compensation cost for these stock options been
determined based on fair value, Oceaneering's pro forma net income for the year
ended December 31, 2001, the nine-month period ended December 31, 2000 and for
fiscal 2000 would have been $29,302,000, $9,137,000 and $15,442,000,
respectively, and its diluted earnings per share for those periods would have
been $1.23, $0.39 and $0.67, respectively.



34
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

Information regarding these option plans is as follows:

<Table>
<Caption>
                                               Shares under    Weighted Average
                                                  Option        Exercise Price
                                               ------------    ----------------
<S>                                            <C>            <C>
         Balance at March 31, 1999                1,685,170      $      13.37
             Granted                                384,000             16.88
             Exercised                             (319,760)            12.48
             Forfeited                              (45,280)            14.12
                                               ------------      ------------
         Balance at March 31, 2000                1,704,130             14.31
             Granted                                803,800             14.57
             Exercised                              (66,035)            12.51
             Forfeited                              (93,620)            15.47
                                               ------------      ------------
         Balance at December 31, 2000             2,348,275             14.40
             Granted                                748,400             23.57
             Exercised                             (620,685)            13.74
             Forfeited                             (141,330)            17.19
                                               ------------      ------------
         Balance at December 31, 2001             2,334,660      $      17.35
                                               ============      ============
</Table>

The weighted average fair value of options granted in the year ended December
31, 2001, the nine-month period ended December 31, 2000 and the fiscal year
ended March 31, 2000 was $9.98, $7.18 and $8.90, respectively. The fair value of
the stock options granted was estimated on the date of grant using the
Black-Scholes option pricing model, with the following assumptions:

<Table>
<Caption>
                                                                  Nine-Month       Fiscal Year
                                                Year Ended       Period Ended         Ended
                                               December 31,      December 31,        March 31,
         (in thousands)                            2001              2000              2000
         --------------                        ------------      ------------      ------------
<S>                                            <C>               <C>               <C>

         Risk-free interest rate                       4.69%             6.13%             5.87%
         Expected dividend yield                          0%                0%                0%
         Expected life                            3.0 years         4.5 years         6.0 years
         Expected volatility                          57.09%            51.24%            46.14%
</Table>

The following table provides information about the options outstanding at
December 31, 2001.

<Table>
<Caption>
                                              Outstanding                                Exercisable
                             ----------------------------------------------     -----------------------------
                                               Weighted
                              Number of         Average          Weighted        Number of         Weighted
Range of                      Shares at        Remaining         Average         Shares at         Average
Exercise                     December 31,     Contractual        Exercise       December 31,       Exercise
Prices                           2001         Life (years)        Price             2001            Price
- --------                     ------------     ------------     ------------     ------------     ------------
<S>                          <C>              <C>              <C>              <C>              <C>
$4.72 - 14.36                     403,300             2.07     $      10.65          317,525     $      10.73
$14.37 - 16.56                    988,360             3.37     $      15.03          507,160     $      15.05
$16.57 - 23.82                    943,000             3.71     $      22.65          434,250     $      21.62
</Table>

At December 31, 2001, there were 277,450 shares of Oceaneering common stock
under these plans available for grant, in the form of stock options, stock
appreciation rights or stock awards, subject to no more than 144,150 shares
being used for awards other than stock options or stock appreciation rights to
employees.

During the nine-month period ended December 31, 2000 and the fiscal year ended
March 31, 2000, the Compensation Committee granted restricted common stock of
Oceaneering to certain of its key executives. No restricted common stock of
Oceaneering was granted in 2001. These grants are subject to earning
requirements on the basis of a percentage change between the price of the common
stock of Oceaneering versus the average of the common stock price of a peer
group of companies over two- and three- year periods, respectively. Up to
one-half of the grant made in the nine-month period ended December 31, 2000 and
up to one-third of the grants made in the fiscal year ended March 31, 2000 may
be earned each year depending on Oceaneering's cumulative common stock
performance, with any amount earned subject to vesting in four equal
installments over a four-year period, conditional upon continued employment. At
the time of each vesting, a participant receives a tax assistance payment for
which the participant must reimburse Oceaneering if the vested common stock is
sold by the participant within three years after the vesting date. As of
December 31, 2001, one-half of the grant made in the nine-month period ended
December 31, 2000 had been earned and two-thirds of the grants made in the
fiscal year ended March 31, 2000 had been earned. As of December 31, 2001, a
total of 533,000 shares of restricted stock was outstanding and unvested under
these and former, similar grants, of which 360,000 shares were earned, subject
to vesting requirements. The numbers and weighted average grant date fair values
of restricted stock granted were 16,000 and $19.87, respectively, during the
nine-month period ended December 31, 2000 and 549,000 and $17.06, respectively,
during the fiscal year ended March 31, 2000. In June 1999, certain key
executives also elected to receive restricted common stock of Oceaneering
totaling 42,812 shares with grant date fair values of $16.56 per share, subject
to similar vesting requirements and tax assistance payments, in lieu of cash for
all or part of their fiscal 1999 bonus awards. Each grantee of shares of
restricted stock mentioned in this paragraph is deemed to be the record owner of
those shares during the restriction period, with the right to vote and receive
any dividends on those shares.

Shareholder Rights Plan

Oceaneering has a Shareholder Rights Plan dated as of November 20, 1992, as
amended and restated as of November 16, 2001. One preferred share purchase right
exists for each outstanding share of Oceaneering's common stock. The plan will
cause substantial dilution to a party that attempts to acquire Oceaneering in a
manner or on terms not approved by



                                                                              35
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

Oceaneering's Board of Directors. The rights, which do not have voting rights
and are not entitled to dividends until such time as they become exercisable,
are scheduled to expire in November 2011.

5. COMMITMENTS AND CONTINGENCIES

Lease Commitments

At December 31, 2001, Oceaneering occupied several facilities under
noncancellable operating leases expiring at various dates through 2023. Future
minimum rentals under these leases are as follows:

<Table>
<Caption>
                                                                 (in thousands)
<S>                                                              <C>
                  2002                                              $ 4,617
                  2003                                                3,893
                  2004                                                3,543
                  2005                                                2,794
                  2006                                                2,532
                  Thereafter                                          8,497
                                                                    -------
                  Total Lease Commitments                           $25,876
                                                                    =======
</Table>

Rental expense, which includes hire of vessels, specialized equipment and real
estate rental, was approximately $14 million, $13 million and $22 million for
the year ended December 31, 2001, the nine-month period ended December 31, 2000
and the fiscal year ended March 31, 2000, respectively.

Insurance

Oceaneering self-insures for workers' compensation, maritime employer's
liability and comprehensive general liability claims to levels it considers
financially prudent and carries insurance after it reaches the initial claim
levels, which can be by occurrence or in the aggregate. Oceaneering determines
the level of accruals by reviewing its historical experience and current year
claim activity. It does not record accruals on a present-value basis.
Oceaneering reviews each claim with insurance adjusters and establishes specific
reserves for all known liabilities. It establishes an additional reserve for
incidents incurred but not reported to Oceaneering for each year using
management estimates and based on prior experience. Oceaneering's management
believes that Oceaneering has established adequate accruals for uninsured
expected liabilities arising from those obligations.

Litigation

Various actions and claims are pending against Oceaneering, most of which are
covered by insurance. In the opinion of Oceaneering's management, the ultimate
liability, if any, that may result from these actions and claims will not
materially affect Oceaneering's financial position or results of operations.

Letters of Credit

Oceaneering had $23 million and $17 million in letters of credit outstanding as
of December 31, 2001 and 2000, respectively, as guarantees in force for
self-insurance requirements and various performance and bid bonds, which are
usually for a period of approximately one year or the duration of the applicable
contract.

Financial Instruments and Risk Concentration

In the normal course of business, Oceaneering manages risks associated with
foreign exchange rates and interest rates through a variety of strategies,
including the use of hedging transactions. As a matter of policy, Oceaneering
does not use derivative instruments unless there is an underlying exposure. We
do not use derivative instruments for trading or speculative purposes.



36
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

As of December 31, 2001, Oceaneering had an interest rate hedge in place, which
fixed three-month LIBOR at 3.24%, effective January 2, 2002. This applies to the
scheduled balance of the Term Loan, and the amount is reduced by the scheduled
amortization of the Term Loan.

Other financial instruments that potentially subject Oceaneering to
concentrations of credit risk are primarily cash and cash equivalents, long-term
bank and other borrowings and accounts receivable. The carrying values of cash
and cash equivalents and bank borrowings approximate their fair values due to
the short maturity of those instruments or the short-term duration of the
associated interest rate periods. Accounts receivable are generated from a broad
and diverse group of customers, primarily from within the energy industry, which
is Oceaneering's major source of revenue. Oceaneering maintains an allowance for
doubtful accounts based on expected collectibility.

Oceaneering estimated the fair value of its $100 million of 6.72% Senior Notes
(see Note 3) to be $101 million as of December 31, 2001. This estimate was
arrived at by computing the present value of the future principal and interest
payments using a yield-to-maturity interest rate for securities of similar
quality and term.

Post-Employment Benefit

In November 2001, Oceaneering entered into an agreement with its Chairman and
Chief Executive Officer (the "Chairman"). The agreement provides for a specific
employment period with Oceaneering through August 15, 2006, followed by a
specific service period ending no later than August 15, 2011, during which the
Chairman, acting as an independent contractor, has agreed to serve as
non-executive Chairman of the Board of Directors of Oceaneering if requested to
serve in such capacity by the Board of Directors of Oceaneering. The agreement
provides the Chairman with a post-employment benefit of ten years following his
services to Oceaneering. The agreement also provides for medical coverage on an
after-tax basis to the Chairman, his spouse and children during his employment
with Oceaneering, and, under certain circumstances, thereafter for their lives.
Oceaneering is recognizing the net present value of the post-employment benefits
over the expected service period. If the service period is reduced or
terminated, Oceaneering will recognize the previously unaccrued benefits.

6. OPERATIONS BY BUSINESS SEGMENT AND GEOGRAPHIC AREA

Business Segment Information

Oceaneering supplies a comprehensive range of integrated technical services to a
variety of industries and is one of the world's largest underwater services
contractors. Oceaneering's Offshore Oil and Gas business consists of remotely
operated vehicles ("ROVs"), Subsea Products, Mobile Offshore Production Systems
and Other Services. Oceaneering's Subsea Products segment supplies umbilicals,
production control equipment, pipeline repair systems and ROV tooling and work
packages. Oceaneering's Other Services segment provides multiservice vessels,
oilfield diving, nondestructive inspection and testing and support vessel
operations, which are used primarily in inspection, repair and maintenance
activities. Oceaneering's Advanced Technologies business provides project
management, engineering services and equipment for applications in non-oilfield
markets.



                                                                              37
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

The following table presents Revenues, Income (Loss) from Operations and
Depreciation and Amortization Expense for the years ended December 31, 2001 and
2000, for the nine-month period ended December 31, 2000 and the fiscal year
ended March 31, 2000 by business segment:

<Table>
<Caption>
                                                                                           Nine-Month     Fiscal Year
                                                                   Year Ended             Period Ended       Ended
                                                                  December 31,            December 31,      March 31,
(in thousands)                                                 2001           2000            2000            2000
- --------------                                              ----------     ----------     ------------    -----------
                                                                          (unaudited)
<S>                                                         <C>            <C>            <C>             <C>
REVENUE

         Offshore Oil and Gas
                  Remotely Operated Vehicles                $  153,929     $  100,985      $   78,953      $   94,617
                  Subsea Products                              125,608         92,165          65,771          69,744
                  Mobile Offshore Production Systems            39,154         21,653          15,788          23,983
                  Other Services                               102,250         93,291          65,206         105,505
                                                            ----------     ----------      ----------      ----------
         Total Offshore Oil and Gas                            420,941        308,094         225,718         293,849
         Advanced Technologies                                 102,879        110,679          82,012         122,971
                                                            ----------     ----------      ----------      ----------
                  Total                                     $  523,820     $  418,773      $  307,730      $  416,820
                                                            ==========     ==========      ==========      ==========

INCOME (LOSS) FROM OPERATIONS

         Offshore Oil and Gas
                  Remotely Operated Vehicles                $   32,784     $   16,525      $   12,316      $   14,064
                  Subsea Products                                7,243          2,334           1,225           1,499
                  Mobile Offshore Production Systems             8,552          6,303           4,271           7,629
                  Other Services                                 3,543         (4,668)           (636)         (3,169)
                                                            ----------     ----------      ----------      ----------
         Total Offshore Oil and Gas                             52,122         20,494          17,176          20,023
         Advanced Technologies                                   7,286          8,965           5,035          12,276
                                                            ----------     ----------      ----------      ----------
                  Total                                     $   59,408     $   29,459      $   22,211      $   32,299
                                                            ==========     ==========      ==========      ==========

DEPRECIATION AND AMORTIZATION EXPENSE

         Offshore Oil and Gas
                  Remotely Operated Vehicles                $   22,611     $   17,649      $   13,719      $   13,827
                  Subsea Products                                5,449          4,525           3,401           4,212
                  Mobile Offshore Production Systems             8,800          6,534           5,497           4,239
                  Other Services                                 8,225          7,965           5,791           7,906
                                                            ----------     ----------      ----------      ----------
         Total Offshore Oil and Gas                             45,085         36,673          28,408          30,184
         Advanced Technologies                                   2,821          3,075           2,256           3,764
                                                            ----------     ----------      ----------      ----------
                  Total                                     $   47,906     $   39,748      $   30,664      $   33,948
                                                            ==========     ==========      ==========      ==========
</Table>



38
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

The following tables present Assets and Capital Expenditures by business segment
as of and for the periods indicated:

<Table>
<Caption>
                                                           As of December 31,
(in thousands)                                            2001           2000
- --------------                                         ----------     ----------
<S>                                                    <C>            <C>
ASSETS
     Offshore Oil and Gas
         Remotely Operated Vehicles                    $  169,410     $  161,355
         Subsea Products                                  109,522         85,401
         Mobile Offshore Production Systems               115,186        107,677
         Other Services                                    93,500         84,110
                                                       ----------     ----------
     Total Offshore Oil and Gas                           487,618        438,543
     Advanced Technologies                                 50,729         49,555
     Other                                                 41,264         27,419
                                                       ----------     ----------
         Total                                         $  579,611     $  515,517
                                                       ==========     ==========
</Table>

<Table>
<Caption>
                                                                         Nine-Month      Fiscal Year
                                                        Year Ended      Period Ended         Ended
                                                       December 31,     December 31,       March 31,
(in thousands)                                             2001             2000             2000
- --------------                                         ------------     ------------     ------------
<S>                                                    <C>              <C>              <C>
CAPITAL EXPENDITURES
     Offshore Oil and Gas
         Remotely Operated Vehicles                    $     23,242     $     25,293     $     29,614
         Subsea Products                                      8,506            6,299            4,700
         Mobile Offshore Production Systems                  19,225           61,972           16,590
         Other Services                                       5,078            7,480           20,320
                                                       ------------     ------------     ------------
     Total Offshore Oil and Gas                              56,051          101,044           71,224
     Advanced Technologies                                    1,610              597            9,534
                                                       ------------     ------------     ------------
         Total                                         $     57,661     $    101,641     $     80,758
                                                       ============     ============     ============
</Table>

Income (loss) from operations for each business segment is determined before
interest income or expense, other income (expense), minority interests and
provision for income taxes. An allocation of these items is not considered
practical. All assets specifically identified with a particular business segment
have been segregated. Cash and cash equivalents, certain prepaid expenses and
other current assets, certain investments and other assets have not been
allocated to particular business segments.

No individual customer accounted for more than 10% of Oceaneering's consolidated
revenue in the year ended December 31, 2001, the nine-month period ended
December 31, 2000 or the fiscal year ended March 31, 2000.



                                                                              39
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

Geographic Operating Areas

The following table summarizes certain financial data by geographic area:

<Table>
<Caption>
                                                               Nine-Month           Fiscal Year
                                         Year Ended           Period Ended             Ended
                                        December 31,          December 31,           March 31,
(in thousands)                              2001                  2000                  2000
- --------------                          ------------          ------------          ------------
<S>                                     <C>                   <C>                   <C>
REVENUE
United States                           $    277,550          $    165,858          $    207,415
Norway                                        27,671                18,484                26,934
United Kingdom                                43,173                20,127                26,504
Australia                                     23,665                 2,325                 3,942
Indonesia                                      8,116                 6,389                25,983
Other Asia                                    23,376                22,585                37,439
Africa                                        60,200                35,798                49,673
Brazil                                        40,349                21,061                16,515
Other                                         19,720                15,103                22,415
                                        ------------          ------------          ------------
Total                                   $    523,820          $    307,730          $    416,820
                                        ============          ============          ============
</Table>

<Table>
<Caption>
LONG-LIVED ASSETS                     December 31, 2001     December 31, 2000      March 31, 2000
                                      -----------------     -----------------      --------------
<S>                                   <C>                   <C>                   <C>
United States                           $    184,375          $    182,881          $    205,861
Europe                                        39,738                50,614                46,614
Africa                                        26,012                 8,736                10,088
Asia                                          23,225                18,456                22,494
Australia                                     86,968                83,321                    --
Brazil                                         8,792                14,814                14,738
                                        ------------          ------------          ------------
Total                                   $    369,110          $    358,822          $    299,795
                                        ============          ============          ============
</Table>

Revenue is based on location for services and facility location for products.

7. ACCRUED LIABILITIES

Accrued liabilities consisted of the following:

<Table>
<Caption>
                                                                                             December 31,
     (in thousands)                                                                       2001           2000
     --------------                                                                    ----------     ----------
<S>                                                                                    <C>            <C>

     Payroll and related costs                                                         $   25,230     $   18,130
     Accrued job costs                                                                     28,172         22,415
     Self insurance reserves for claims expected to be paid within one year                 6,323          5,422
     Billings in excess of revenue recognized                                               2,993          2,913
     Other                                                                                 11,475         11,259
                                                                                       ----------     ----------
     Total Accrued Liabilities                                                         $   74,193     $   60,139
                                                                                       ==========     ==========
</Table>



40
<PAGE>

                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
(in thousands, except per share data)

<Table>
<Caption>
                                                             Year Ended December 31, 2001
QUARTER ENDED                            MARCH 31       JUNE 30        SEPT. 30       DEC. 31         TOTAL
- -------------                           ----------     ----------     ----------     ----------     ----------
<S>                                     <C>            <C>            <C>            <C>            <C>
Revenue                                 $  104,254     $  132,223     $  141,681     $  145,662     $  523,820
Gross profit                                20,804         24,741         29,045         28,551        103,141
Income from operations                      10,288         14,122         18,169         16,829         59,408
Net income                                   5,204          7,717         10,342          9,846         33,109
Diluted earnings per share              $     0.22     $     0.32     $     0.43     $     0.41     $     1.38
Weighted average number of
    common shares and equivalents           23,650         24,022         23,973         24,013         23,915
</Table>

<Table>
<Caption>
                                                             Year Ended December 31, 2000
QUARTER ENDED                            MARCH 31       JUNE 30        SEPT. 30       DEC. 31         TOTAL
- -------------                           ----------     ----------     ----------     ----------     ----------
<S>                                     <C>            <C>            <C>            <C>            <C>
Revenue                                 $  111,043     $  104,039     $  100,464     $  103,227     $  418,773
Gross profit                                17,477         15,373         18,373         19,325         70,548
Income from operations                       7,248          5,378          7,980          8,853         29,459
Net income                                   3,639          2,703          4,112          4,498         14,952
Diluted earnings per share              $     0.16     $     0.12     $     0.18     $     0.19     $     0.64
Weighted average number of
    common shares and equivalents           23,074         23,186         23,221         23,271         23,188
</Table>


                                                                              41
<PAGE>


                               INDEX TO EXHIBITS

<Table>
<Caption>
                                                                              Registration
                                                                              or File        Form or        Report       Exhibit
                                                                              Number         Report         Date         Number
                                                                              ------------   -------        ------       -------

<S>                                                                           <C>            <C>            <C>           <C>
*3.01   Restated Certificate of Incorporation                                    1-10945     10-K           Dec. 2000      3.01
 3.02   Amended and Restated By-Laws
*4.01   Specimen of Common Stock Certificate                                     1-10945     10-K           March 1993     4(a)
*4.02   Amended and Restated Shareholder Rights Agreement dated
        as of November 16, 2001                                                  1-10945     8-K            Nov. 2001       4.1
*4.03   Note Purchase Agreement dated as of September 8, 1998 relating to
        $100,000,000 6.72% Senior Notes due September 8, 2010                    1-10945     10-Q           Sept. 1998     4.01
*4.04   Loan Agreement ($80,000,000 Revolving Credit Facility)
        dated as of October 23, 1998                                             1-10945     10-Q           Sept. 1998     4.02
*4.05   Loan Agreement ($50,000,000 Term Loan) dated as of
        March 30, 2000                                                           1-10945     10-K/A         March 2000     4.05
</Table>

We and certain of our consolidated subsidiaries are parties to debt instruments
under which the total amount of securities authorized does not exceed 10 percent
of our total consolidated assets. Pursuant to paragraph 4(ii)(A) of Item 601(b)
of Regulation S-K, we agree to furnish a copy of those instruments to the
Securities and Exchange Commission on request.

<Table>
<S>                                                                                 <C>            <C>      <C>           <C>
  10.01+  Defined Contribution Master Plan and Trust Agreement and
          Adoption Agreement for the Oceaneering International, Inc.
          Retirement Investment Plan
  10.02+  Service Agreement dated as of November 16, 2001 between
          Oceaneering and John R. Huff
 *10.03+  2000 Non-Executive Incentive Plan                                          333-50400      S-8      Nov. 2000         4.6
 *10.04+  Amended and Restated Supplemental Executive Retirement Plan                1-10945        10-Q     Dec. 1999        10.1
 *10.05+  1999 Restricted Stock Award Incentive Agreements
          dated August 19, 1999                                                      1-10945        10-Q     Sept. 1999       10.1
  10.06+  Change of Control Agreements dated as of November 16, 2001
          between Oceaneering and John R. Huff, T. Jay Collins, Marvin J. Migura,
          M. Kevin McEvoy and George R. Haubenreich, Jr., respectively
 *10.07+  1999 Bonus Restricted Stock Award Agreements                               1-10945        10-K/A   March 2000      10.20
 *10.08+  1999 Incentive Plan                                                        1-10945        10-K     March 2000      10.08
  10.09+  2001 Bonus Award Plan
 *10.10+  1990 Long-Term Incentive Plan                                              33-36872       S-8      Sept. 1990       4(f)
 *10.11+  1990 Nonemployee Directors Stock Option Plan                               33-36872       S-8      Sept. 1990       4(g)
  10.12+  Form of Indemnification Agreement dated November 16, 2001 between
          Oceaneering and each of its Directors, T. Jay Collins, Marvin J. Migura,
          M. Kevin McEvoy and George R. Haubenreich, Jr
 *10.14+  1996 Incentive Plan of Oceaneering International, Inc.                     1-10945        10-Q     Sept. 1996      10.02
 *10.15+  1996 Restricted Stock Award Incentive Agreements
          dated August 23, 1996                                                      1-10945        10-Q     Sept. 1996      10.03
 *10.16+  1997 Bonus Restricted Stock Award Agreements
          dated April 22, 1997                                                       1-10945        10-K     March 1997      10.20
 *10.17+  Amendment No. 1 to 1990 Nonemployee Director Stock
          Option Plan                                                                1-10945        10-K     March 1999      10.19
 *10.18+  1998 Bonus Restricted Stock Award Agreements                               1-10945        10-K     March 1999      10.20
  12.01   Statement showing Computation of Ratio of Earnings to Fixed Charges
  21.01   Subsidiaries of Oceaneering
  23.01   Consent of Independent Public Accountants
  24.01   Powers of Attorney
  99.01   Letter to the Securities and Exchange Commission re Arthur Andersen LLP
</Table>

*    Indicates exhibit previously filed with the Securities and Exchange
     Commission as indicated and incorporated herein by reference.

+    Indicates management contract or compensatory plan or arrangement.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.02
<SEQUENCE>3
<FILENAME>h95099ex3-02.txt
<DESCRIPTION>AMENDED BY-LAWS
<TEXT>
<PAGE>
                                                                    EXHIBIT 3.02

- --------------------------------------------------------------------------------

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         OCEANEERING INTERNATIONAL, INC.

                        AMENDED THROUGH NOVEMBER 16, 2001

- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                            Page No.
                                                                                                            --------
<S>                                                                                                         <C>
ARTICLE I STOCKHOLDERS .................................................................................           1
         Section 1.1       Annual Meetings..............................................................           1
         Section 1.2       Special Meetings.............................................................           1
         Section 1.3       Notice of Meetings...........................................................           1
         Section 1.4       Adjournments.................................................................           2
         Section 1.5       Quorum.......................................................................           2
         Section 1.6       Organization.................................................................           2
         Section 1.7       Voting; Proxies..............................................................           2
         Section 1.8       Fixing Date for Determination of Stockholders of Record......................           3
         Section 1.9       List of Stockholders Entitled To Vote........................................           4
         Section 1.10      Election of Directors........................................................           4
         Section 1.11      Other Stockholder Business...................................................           6
         Section 1.12      Approval or Ratification of Acts or Contracts by Stockholders................           8
         Section 1.13      Action By Consent of Stockholders............................................           8
         Section 1.14      Conduct of Meetings..........................................................           9

ARTICLE II BOARD OF DIRECTORS...........................................................................           9
         Section 2.1       Number; Board Classification; Term; Eligibility for Election; Vacancies......           9
         Section 2.2       Regular Meetings.............................................................           9
         Section 2.3       Special Meetings.............................................................           9
         Section 2.4       Telephonic Meetings..........................................................          10
         Section 2.5       Organization.................................................................          10
         Section 2.6       Order of Business............................................................          10
         Section 2.7       Notice of Meetings...........................................................          10
         Section 2.8       Quorum; Vote Required for Action.............................................          10
         Section 2.9       Informal Action by Directors.................................................          10
         Section 2.10      Director Compensation........................................................          11

ARTICLE III BOARD COMMITTEES............................................................................          11
         Section 3.1       Board Committees.............................................................          11
         Section 3.2       Board Committee Rules; Minutes...............................................          11
         Section 3.3       Existing Committees..........................................................          12

ARTICLE IV OFFICERS ....................................................................................          12
         Section 4.1       Designation..................................................................          12
         Section 4.2       CEO..........................................................................          12
         Section 4.3       Powers and Duties of Other Officers..........................................          12
         Section 4.4       Term of Office, etc..........................................................          12

ARTICLE V CAPITAL STOCK ................................................................................          13
         Section 5.1       Certificates.................................................................          13
         Section 5.2       Transfer of Shares...........................................................          13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                         <C>
         Section 5.3       Ownership of Shares..........................................................          13
         Section 5.4       Regulations Regarding Certificates...........................................          13
         Section 5.5       Lost or Destroyed Certificates...............................................          13

ARTICLE VI INDEMNIFICATION .............................................................................          13
         Section 6.1       Indemnification..............................................................          13
         Section 6.2       Advancement of Expenses......................................................          15
         Section 6.3       Notification and Defense of Claims...........................................          15
         Section 6.4       Procedure for Determination of Entitlement to Indemnification................          16
         Section 6.5       Presumptions and Effect of Certain Proceedings...............................          19
         Section 6.6       Remedies of Indemnitee in Certain Cases......................................          20
         Section 6.7       Non-exclusivity; Survival of Rights; Insurance; Subrogation..................          22
         Section 6.8       Benefit of this Article VI...................................................          23
         Section 6.9       Severability.................................................................          23
         Section 6.10      Exceptions to Right of Indemnification or Advancement of Expenses............          23
         Section 6.11      Definitions..................................................................          23
         Section 6.12      Contribution.................................................................          26
         Section 6.13      Submission to Jurisdiction...................................................          26

ARTICLE VII MISCELLANEOUS ..............................................................................          26
         Section 7.1       Offices......................................................................          26
         Section 7.2       Fiscal Year..................................................................          27
         Section 7.3       Seal.........................................................................          27
         Section 7.4       Interested Directors; Quorum.................................................          27
         Section 7.5       Form of Records..............................................................          27
         Section 7.6       Bylaw Amendments.............................................................          27
         Section 7.7       Notices; Waiver of Notice....................................................          28
         Section 7.8       Resignations.................................................................          28
         Section 7.9       Facsimile Signatures.........................................................          28
         Section 7.10      Reliance on Books, Reports and Records.......................................          28
         Section 7.11      Certain Definitional Provisions..............................................          28
         Section 7.12      Captions.....................................................................          29
</TABLE>
<PAGE>
                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         OCEANEERING INTERNATIONAL, INC.

            The Board of Directors of Oceaneering International, Inc. (the
"Corporation") by resolution has duly adopted these Amended and Restated Bylaws
(these "Bylaws") to govern the Corporation's internal affairs.

                                   ARTICLE I
                                  STOCKHOLDERS

            Section 1.1 Annual Meetings. The Corporation will, if applicable law
so requires, hold an annual meeting of the holders of its capital stock (each, a
"Stockholder") for the election of directors of the Corporation (each, a
"Director") at such date, hour and place, if any, as the Board of Directors of
the Corporation (the "Board") by resolution may designate from time to time. The
Corporation may transact any other business at an annual meeting which has
properly come before that meeting in accordance with Section 1.11.

            Section 1.2 Special Meetings. Any of the following may call special
meetings of Stockholders for any purpose or purposes at any time and designate
the date, hour and place, if any, of any such meeting: (i) the Board pursuant to
a resolution that a majority of the total number of Directors the Corporation
would have if there were no vacancies (the "Whole Board") has duly adopted; (ii)
any committee of the Board (each, a "Board Committee") the Board has duly
designated and empowered to call special meetings; (iii) the chairman of the
Board (the "Chairman"); and (iv) the CEO (as hereinafter defined). Except as the
certificate of incorporation of the Corporation (as amended from time to time
and including each certificate of designation, if any, respecting any class or
series of preferred stock of the Corporation which has been executed,
acknowledged and filed in accordance with applicable law, the "Certificate of
Incorporation") or applicable law otherwise provides, no other Person or Persons
may call a special meeting of Stockholders.

            Section 1.3 Notice of Meetings. By or at the direction of the
Chairman or the secretary of the Corporation (the "Secretary") whenever
Stockholders are to take any action at a meeting, the Corporation will give a
written notice of that meeting to the Stockholders entitled to vote at that
meeting which states the date, hour and place, if any, of that meeting, the
means of remote communications, if any, by which Stockholders and holders of
proxies for Stockholders may participate in that meeting and be deemed present
in person and vote at that meeting and, in the case of a special meeting, the
purpose or purposes for which that meeting is called. Unless the Certificate of
Incorporation, these Bylaws or applicable law otherwise provides, the
Corporation will give the written notice of any meeting of Stockholders not less
than 10 nor more than 60 days before the date of that meeting. If mailed to any
Stockholder, any such notice will be deemed given (whether or not delivered)
when deposited in the United States mail,


                                       1
<PAGE>
postage prepaid, directed to that Stockholder at his address as it appears in
the stock records of the Corporation.

            Section 1.4 Adjournments. Any meeting of Stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the hour,
place, if any, thereof and the means of remote communications, if any, by which
Stockholders and holders of proxies for Stockholders may be deemed present in
person and vote at that adjourned meeting are announced at the meeting at which
the adjournment is taken. At the adjourned meeting the Corporation may transact
any business it might have transacted at the original meeting. If the
adjournment is for more than 30 days, or if after the adjournment the Board
fixes a new record date for the adjourned meeting, the Corporation will give, in
accordance with Section 1.3, notice of the adjourned meeting to each Stockholder
of record and entitled to vote at the adjourned meeting.

            Section 1.5 Quorum. Except as the Certificate of Incorporation,
these Bylaws or applicable law otherwise provides: (i) at each meeting of
Stockholders the presence in person or by proxy of the holders of shares of
stock having a majority of the votes the holders of all outstanding shares of
stock entitled to vote at the meeting could cast will be necessary and
sufficient to constitute a quorum; and (ii) the holders of stock so present and
entitled to vote at any duly convened meeting at which the necessary quorum has
been ascertained may continue to transact business until that meeting adjourns
notwithstanding any withdrawal from that meeting of shares of stock counted in
determining the existence of that quorum. In the absence of a quorum, the
chairman of the meeting or the Stockholders so present may, by majority vote,
adjourn the meeting from time to time in the manner Section 1.4 provides until a
quorum attends. Shares of its own stock belonging to the Corporation or to
another corporation, limited liability company, partnership or other entity
(each, an "Entity"), if the Corporation, directly or indirectly, holds a
majority of the shares entitled to vote in the election of directors (or the
equivalent) of that other Entity, will be neither entitled to vote nor counted
for quorum purposes; provided, however, that the foregoing will not limit the
right of the Corporation to vote stock, including but not limited to its own
stock, it holds in a fiduciary capacity.

            Section 1.6 Organization. The Chairman will chair and preside over
any meeting of Stockholders at which he is present. The Board will designate the
chairman and presiding officer over any meeting of Stockholders from which the
Chairman is absent. The Secretary will act as secretary of meetings of
Stockholders, but in his absence from any such meeting the chairman of that
meeting may appoint any person to act as secretary of that meeting. The chairman
of any meeting of Stockholders will announce at that meeting the date and time
of the opening and the closing of the polls for each matter on which the
Stockholders will vote at that meeting.

            Section 1.7 Voting; Proxies. (a) Except as the Certificate of
Incorporation otherwise provides, each Stockholder entitled to vote at any
meeting of Stockholders will be entitled to one vote for each share of capital
stock of the Corporation he holds which has voting power on the matter in
question. Each Stockholder entitled to vote at a meeting of Stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for that Stockholder by proxy, but no
proxy will be voted or acted on after three years from its date, unless that
proxy provides for a longer period. A proxy


                                       2
<PAGE>
will be irrevocable if it states that it is irrevocable and if, and only so long
as, it is coupled with an interest sufficient in law to support an irrevocable
power. A Stockholder may revoke any proxy that Stockholder has given by filing
an instrument in writing revoking the proxy or by delivering a proxy in
accordance with applicable law which bears a later date to the Secretary or, if
that proxy is for a meeting, by attending that meeting and voting in person.
Proxies for use at any meeting of Stockholders must be filed, before or at the
time of that meeting, with the Secretary or such other person as the Board by
resolution may designate from time to time.

            (b) The secretary of any meeting of Stockholders will take charge of
and canvass all ballots delivered at that meeting and will decide all questions
relating to the qualification of voters, the validity of proxies and the
acceptance or rejection of votes at that meeting, unless the chairman has
appointed an inspector or inspectors to decide those questions. Voting at
meetings of Stockholders: (i) need not be by written ballot unless the Board, in
its discretion, by resolution so requires or, in the case of any such meeting,
the chairman of that meeting, in his discretion, so requires; and (ii) unless
applicable law otherwise requires, need not be conducted by inspectors of
election unless so determined by the holders of shares of stock having a
majority of the votes the holders of all outstanding shares of stock entitled to
vote thereon which are present in person or by proxy at that meeting could cast.

            (c) At all meetings of Stockholders at which a quorum is present for
the election of Directors, a plurality of the votes cast by the holders of
outstanding shares of stock of the Corporation entitled to vote in the election
of Directors will be sufficient to elect, except as the Certificate of
Incorporation may otherwise provide. In the case of any question to which the
stockholder approval policy of any national securities exchange or quotation
system on which capital stock of the Corporation is traded or quoted on the
Corporation's application, the requirements under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or any provision of the Internal Revenue
Code of 1986, as amended, or the rules and regulations thereunder (the "Code")
applies, in each case for which question the Certificate of Incorporation, these
Bylaws or the General Corporation Law of the State of Delaware, as amended (the
"DGCL"), does not specify a higher voting requirement, that question will be
decided by the requisite vote that stockholder approval policy, Exchange Act
requirement or Code provision, as the case may be, specifies (or the highest
requisite vote if more than one applies). A majority of the votes cast on the
question whether to approve the appointment of independent public accountants
(if that question is submitted for a vote of Stockholders) will be sufficient to
approve. All other elections and questions which have properly come before any
meeting will, unless the Certificate of Incorporation, these Bylaws or
applicable law otherwise provides, be decided by the vote of the holders of
shares of stock of the Corporation present in person or by proxy at that meeting
and having a majority of the votes entitled to vote thereon.

            Section 1.8 Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the Stockholders entitled to notice
of or to vote at any meeting of Stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board by
resolution may fix a record date, which record date: (i) must not precede the
date on which the Board adopts that resolution; (ii) in the case of a
determination of Stockholders entitled to vote at any meeting of


                                       3
<PAGE>
Stockholders or adjournment thereof, will, unless applicable law otherwise
requires, not be more than 60 nor less than 10 days before the date of that
meeting; (iii) in the case of a determination of Stockholders entitled to
express consent to corporate action in writing without a meeting, will not be
more than 10 days from the date on which the Board adopts the resolution fixing
the record date; and (iv) in the case of any other action, will not be more than
60 days prior to that other action. If the Board does not fix a record date: (i)
the record date for determining Stockholders entitled to notice of or to vote at
a meeting of Stockholders will be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (ii) the record date for determining Stockholders entitled to express
consent to corporate action in writing without a meeting will be (A) if
applicable law does not require a prior action by the Board, the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation in accordance with applicable law; and (B)
if applicable law requires prior action by the Board, at the close of business
on the day on which the Board adopts the resolution taking that prior action;
and (iii) the record date for determining Stockholders for any other purpose
will be at the close of business on the day on which the Board adopts the
resolution relating thereto. A determination of Stockholders of record entitled
to notice of or to vote at a meeting of Stockholders will apply to any
adjournment of that meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

            Section 1.9 List of Stockholders Entitled To Vote. The Secretary
will prepare and make, at least 10 days before each meeting of Stockholders, a
list of the Stockholders entitled to vote at that meeting which complies with
the requirements of Section 219 of the DGCL as in effect at that time.

            Section 1.10 Election of Directors. (a) Subject to such rights of
the holders of any class or series of the Corporation's capital stock as the
Certificate of Incorporation may prescribe, only persons who are nominated in
accordance with the procedures this Section 1.10 sets forth will be eligible for
election by Stockholders as Directors. Nominations of persons for election to
the Board may be made at any meeting of Stockholders at which Directors are to
be elected: (i) by or at the direction of the Board or any Board Committee the
Board has duly designated and empowered to nominate persons for election as
Directors; or (ii) by any Stockholder who (A) is a Stockholder of record at the
time that Stockholder gives the notice this Section 1.10 specifies below, (B)
will be entitled to vote at that meeting in the election of the Director for
which that Stockholder is making the nomination and (C) complies with this
Section 1.10.

            (b) For a Stockholder to bring any nomination of a person for
election as a Director properly before any meeting of Stockholders, that
Stockholder must have given timely notice of that nomination (a "Nomination
Notice") in proper written form to the Secretary. To be timely, a Stockholder's
Nomination Notice must be delivered to the Secretary, or mailed and received by
the Secretary, at the principal executive offices of the Corporation: (i) if it
relates to an election at any annual meeting of Stockholders, not later than the
close


                                       4
<PAGE>
of business on the 120th day and not earlier than the 180th day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that, if the date of the pending annual meeting is more than 30 days before or
more than 60 days after that anniversary date, that Nomination Notice will be
timely if it is so delivered, or so mailed and received, not later than the last
to occur of the close of business on (A) the 120th day prior to the pending
annual meeting or (B) the 10th day following the day on which the Corporation
first makes a public announcement of the date of the pending annual meeting; and
(ii) if it relates to any special meeting of Stockholders at which the Board has
determined that one or more Directors is or are to be elected, not earlier than
180 days prior to that special meeting and not later than the last to occur of
the close of business on (A) the 120th day prior to that special meeting or (B)
the 10th day following the day on which the Corporation first makes a public
announcement of the date of that special meeting. The public disclosure of an
adjournment of any annual or special meeting will not in any event commence a
new time period for the giving of any Nomination Notice.

            (c) To be in proper written form, any Nomination Notice of a
Stockholder must: (i) accurately set forth (A) as to each person whom that
Stockholder proposes to nominate for election as a Director, (1) the name, age
and business address of that person, (2) the principal occupation or employment
of that person, (3) the class or series and number of shares of capital stock of
the Corporation which that person owns beneficially or of record and (4) all
other information, if any, relating to that person which Section 14 of the
Exchange Act and the rules and regulations thereunder would require the
Corporation or that Stockholder to disclose in a proxy statement or any other
filing in connection with solicitations of proxies for an election of directors
and (B) as to that Stockholder and the beneficial owner, if any, of capital
stock of the Corporation on whose behalf the nomination is being made, (1) the
name and address of that Stockholder as they appear in the stock records of the
Corporation and the name and address of that beneficial owner, (2) the class or
series and the number of shares of capital stock of the Corporation which that
Stockholder and that beneficial owner each owns beneficially or of record, (3) a
description of all arrangements and understandings between that Stockholder or
that beneficial owner and each proposed nominee of that Stockholder and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by that Stockholder, (4) a representation by that
Stockholder that he intends to appear in person or by proxy at that meeting to
nominate the person(s) named in that Nomination Notice, (5) a representation as
to whether that Stockholder or that beneficial owner, if any, intends, or is a
part of a group, as Exchange Act Rule 13d-5(b) uses that term, which intends,
(a) to deliver a proxy statement and/or form of proxy to the holders of shares
of stock of the Corporation having at least the percentage of the total votes
the holders of all outstanding shares of stock of the Corporation entitled to
vote in the election of each proposed nominee of that Stockholder which is
required to elect that proposed nominee and/or (b) otherwise to solicit proxies
in support of the nomination and (6) all other information, if any, relating to
that Stockholder and that beneficial owner which Section 14 of the Exchange Act
and the rules and regulations thereunder would require the Corporation or that
Stockholder to disclose in a proxy statement or any other filing in connection
with solicitations of proxies for an election of directors; and (ii) be
accompanied by a written consent of each person that Stockholder proposes to
nominate for election as a Director to be named as such a nominee and to serve
as a Director if elected. The Corporation may require any person a Stockholder
proposes to nominate for election as a Director under this Section 1.10 to
furnish such additional written information as it reasonably may require to
determine the eligibility of that Person to serve as a Director.

            (d) Except as the Certificate of Incorporation, these Bylaws or
applicable law otherwise provides, the chairman of any meeting of Stockholders
at which Directors are to be elected will have the power and duty (i) to
determine whether nominations of persons for


                                       5
<PAGE>
election as Directors have been made in accordance with the procedures this
Section 1.10 sets forth (including whether the applicable Nomination Notice was
accurate in all material respects) and, if that chairman determines that any
such nomination has not been made in compliance with these procedures, or if the
Stockholder proposing any such nomination has not appeared in person or by proxy
at that meeting to make any such nomination, (ii) to declare to that meeting
that such nomination is defective and will be disregarded, even if the
Corporation shall have received proxies voting in favor of such nomination.

            (e) Notwithstanding anything in Section 1.10(b) to the contrary, if
the number of Directors to be elected at an annual meeting of Stockholders is
increased and the Corporation has not made a public announcement at least 100
days prior to the first anniversary of the preceding year's annual meeting,
which announcement (i) names all the nominees for Director of the Board or any
duly designated and empowered Board Committee or (ii) specifies the size of the
increased Board, a Stockholder's Nomination Notice will be timely, but only with
respect to nominees for any new positions that increase creates, if that
Nomination Notice is delivered to the Secretary, or mailed and received by the
Secretary at, the principal executive offices of the Corporation not later than
the close of business on the 10th day following the day on which the Corporation
first makes that public announcement.

            (f) For purposes of Section 1.11 and this Section 1.10, "public
announcement" means disclosure in a press release the Dow Jones News Service,
Associated Press or any comparable national news service in the United States
reports or in a document the Corporation publicly files with the Securities and
Exchange Commission (the "SEC") pursuant to the Exchange Act.

            (g) Notwithstanding the foregoing provisions of this Section 1.10, a
Stockholder also must comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters this
Section 1.10 sets forth.

            Section 1.11 Other Stockholder Business. (a) At any annual meeting
the Corporation holds pursuant to Section 1.1, the Stockholders will transact
only such business, in addition to the election of Directors, as has been
properly brought before that meeting. Except as the Certificate of Incorporation
otherwise provides, to be brought properly before any annual meeting, business
other than the election of Directors ("Other Business") must be (i) business the
notice of that meeting (or any supplement thereto) given by or at the direction
of the Board specifies, (ii) business otherwise properly brought before that
meeting by or at the direction of the Board and (iii) business (A) properly
brought before that meeting by a Stockholder who (1) is a Stockholder of record
at the time that Stockholder gives the notice this Section 1.11 specifies below,
(2) will be entitled to vote on that business at that meeting and (3) complies
with this Section 1.11, (B) that is a proper subject for Stockholder action and
(C) is properly introduced at that meeting.

            (b) For a Stockholder to bring any Other Business properly before
any annual meeting of Stockholders, that Stockholder must have given timely
notice thereof (a "Business Notice") in proper written form to the Secretary. To
be timely, a Stockholder's Business Notice must be delivered to the Secretary,
or mailed and received by the Secretary, at the principal executive offices of
the Corporation not later than the close of business on the 120th day and not


                                       6
<PAGE>
earlier than the 180th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that if the date of the pending annual
meeting is more than 30 days before or more than 60 days after that anniversary
date, that Business Notice will be timely if it is so delivered, or so mailed
and received, not later than the last to occur of the close of business on (A)
the 120th day prior to that pending annual meeting or (B) the 10th day following
the day on which the Corporation first makes a public announcement of the date
of the pending meeting. The public disclosure of an adjournment of any annual
meeting will not in any event commence a new time period for the giving of any
Business Notice.

            (c) To be in proper written form, any Business Notice of a
Stockholder must accurately set forth: (i) as to each matter of Other Business
that Stockholder proposes to bring before an annual meeting, (A) a brief
description of that Other Business and the text of the proposal for action on
that Other Business (including the text of any resolutions proposed for
consideration and, if that Other Business is an amendment of these Bylaws, the
language of the proposed amendment), (B) the reasons for conducting that Other
Business at an annual meeting and (C) each material interest in that Other
Business of that Stockholder and the beneficial owner, if any, of capital stock
of the Corporation on whose behalf that proposal is being made; and (ii) as to
that Stockholder and each such beneficial owner, (A) the name and address of
that Stockholder as they appear on the Corporation's books and the name and
address of that beneficial owner, (B) the class or series and the number of
shares of capital stock of the Corporation which that Stockholder and that
beneficial owner each owns beneficially or of record, (C) a description of all
arrangements and understandings between that Stockholder or that beneficial
owner and any other person or persons (including their names) in connection with
that Other Business, (D) a representation by that Stockholder that he intends to
appear in person or by proxy at that meeting to bring that Other Business before
that meeting and (E) a representation as to whether that Stockholder or that
beneficial owner, if any, intends, or is a part of a group, as Exchange Act Rule
13d-5(b) uses that term, which intends, (1) to deliver a proxy statement and/or
form of proxy to the holders of shares of stock of the Corporation having at
least the percentage of the total votes the holders of all outstanding shares of
stock of the Corporation entitled to vote on such proposal which is required for
the adoption of such proposal and/or (2) otherwise to solicit proxies in support
of such proposal. The notice requirements of this Section 1.11 will be deemed
satisfied by a Stockholder if (i) that Stockholder has notified the Corporation
in compliance with Exchange Act Rule 14a-8, or any rule successor thereto, of
that Stockholder's intention to present a proposal relating to Other Business at
an annual meeting and (ii) the proxy statement the Corporation has prepared to
solicit proxies for that annual meeting includes that proposal.

            (d) Except as applicable law or the last sentence of Section 1.11(c)
otherwise provides, the chairman of any annual meeting of Stockholders will have
the power and duty (i) to determine whether proposals by Stockholders of any
Other Business to be brought before that meeting have been made in accordance
with the procedures this Section 1.11 sets forth (including whether any such
proposal was accurate in all material respects) and, if that chairman determines
that any such proposal has not been made in compliance with these procedures, or
if the Stockholder offering any such proposal has not appeared in person or by
proxy at that meeting to make that proposal, (ii) to declare to that meeting
that such proposal is defective and will be disregarded, even if the Corporation
has received proxies voting in favor of that proposal.


                                       7
<PAGE>
            (e) At any special meeting the Corporation holds pursuant to Section
1.2, the Stockholders will transact only such business as (i) the notice given
of that meeting pursuant to Section 1.3 sets forth and (ii) constitutes matters
incident to the conduct of that meeting as the chairman of that meeting
determines to be appropriate.

            (f) Notwithstanding the foregoing provisions of this Section 1.11, a
Stockholder also must comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters this
Section 1.11 sets forth.

            Section 1.12 Approval or Ratification of Acts or Contracts by
Stockholders. The Board in its discretion may submit any act or contract for
approval or ratification at any annual meeting of Stockholders, or at any
special meeting of Stockholders called for the purpose of considering any such
act or contract, and, except as applicable law or the Certificate of
Incorporation otherwise provides, any act or contract that the holders of shares
of stock of the Corporation present in person or by proxy at that meeting and
having a majority of the votes entitled to vote on that approval or ratification
approve or ratify will (provided that a quorum is present) be as valid and as
binding on the Corporation and on all Stockholders as if every Stockholder had
approved or ratified it.

            Section 1.13 Action By Consent of Stockholders. Unless the
Certificate of Incorporation otherwise provides, Stockholders may, without a
meeting, prior notice or a vote, take any action they must or may take at any
annual or special meeting, if the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
that action at a meeting at which all shares entitled to vote thereon were
present sign a written consent to that action which sets forth that action and
cause the delivery of that consent to the Corporation (i) at its registered
office in the State of Delaware or its principal place of business or (ii) to an
officer or agent of the Corporation having custody of the books in which the
Corporation records minutes of proceedings or other actions of Stockholders. Any
such delivery made to the Corporation's registered office in the State of
Delaware must be made by hand or by certified or registered mail, return receipt
requested. Stockholders may execute any consent pursuant to this Section 1.13 in
counterparts, all of which together will constitute a single consent. Every
written consent pursuant to this Section 1.13 shall bear the date of signature
of each Stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless, within 60
days of the earliest dated consent delivered to the Corporation in the manner
this Section 1.13 requires, written consents signed by a sufficient number of
holders to take action are delivered to the Corporation in accordance with the
provisions of this Section 1.13. Any telegram, cablegram or other electronic
transmission consenting to an action under this Section 1.13 which is deemed
written, signed and dated for purposes of Section 228 of the DGCL will be deemed
written, signed and dated for purposes of this Section 1.13. The Corporation
will give prompt notice of the taking pursuant to this Section 1.13 of any
action without a meeting by less than unanimous written consent to those
Stockholders who have not consented to that action in writing and who, if the
action had been taken at a meeting, would have been entitled to notice of the
meeting if the record date for that meeting had been the date that written
consents signed by a sufficient number of holders to take the action were
delivered to the Corporation as this Section 1.13 provides.


                                       8
<PAGE>
            Section 1.14 Conduct of Meetings. The Board may adopt by resolution
such rules and regulations for the conduct of meetings of Stockholders as it
deems appropriate. Except to the extent inconsistent with those rules and
regulations, if any, the chairman of any meeting of Stockholders will have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of that chairman, are appropriate for the
proper conduct of that meeting. Those rules, regulations or procedures, by
whomever so adopted, may include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to
Stockholders of record, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting may determine; (iv) restrictions on
entry to the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Except to the extent the Board or the chairman of any meeting otherwise
prescribes, no rules or parliamentary procedure will govern any meeting of
Stockholders.

                                   ARTICLE II
                               BOARD OF DIRECTORS

            Section 2.1 Number; Board Classification; Term; Eligibility for
Election; Vacancies. The number of Directors of the Corporation (exclusive of
any Directors to be elected by the holders of any one or more series of the
Corporation's preferred stock voting separately as a class or classes, as the
Certificate of Incorporation may provide for) shall not be less than three nor
more than 12, the exact number of Directors to be determined from time to time
by resolution adopted by the affirmative vote of a majority of the Whole Board.
In accordance with the provisions of the Certificate of Incorporation, the Board
(exclusive of any Directors to be elected by the holders of any one or more
series of the Corporation's preferred stock voting separately as a class or
classes, as the Certificate of Incorporation may provide for) shall be divided
into three classes, Class I, Class I and Class III, which shall be as nearly
equal in number as possible. Each Director will hold office for a term ending on
the date of the third annual meeting following the annual meeting at which that
Director was elected and, the foregoing notwithstanding, will serve until his
successor shall have been duly elected and qualified or until his earlier death,
resignation or removal. Only persons who are nominated in accordance with the
procedures Section 1.10 sets forth will be eligible for election as Directors.
Any vacancies in the Board may be filled in such manner as the Certificate of
Incorporation provides.

            Section 2.2 Regular Meetings. The Board will hold its regular
meetings at such places, on such dates and at such times as the Board by
resolution may determine from time to time, and any such resolution will
constitute due notice to all Directors of the regular meeting or meetings to
which it relates. By notice pursuant to Section 2.7, the Chairman or a majority
of the Board may change the place, date or time of any regular meeting of the
Board.

            Section 2.3 Special Meetings. The Board will hold a special meeting
at any place or time whenever the Chairman or a majority of the Board by
resolution calls that meeting by notice pursuant to Section 2.7.


                                       9
<PAGE>
            Section 2.4 Telephonic Meetings. Members of the Board may hold and
participate in any Board meeting by means of conference telephone or other
communications equipment that permits all persons participating in the meeting
to hear each other, and participation of any Director in a meeting pursuant to
this Section 2.4 will constitute the presence in person of that Director at that
meeting for purposes of these Bylaws, except in the case of a Director who so
participates only for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting has
not been called or convened in accordance with applicable law or these Bylaws.

            Section 2.5 Organization. The Chairman will chair and preside over
meetings of the Board at which he is present. A majority of the Directors
present at any meeting of the Board from which the Chairman is absent will
designate one of their number as chairman and presiding officer over that
meeting. The Secretary will act as secretary of meetings of the Board, but in
his absence from any such meeting the chairman of that meeting may appoint any
person to act as secretary of that meeting.

            Section 2.6 Order of Business. The Board will transact business at
its meetings in such order as the Chairman or the Board by resolution will
determine.

            Section 2.7 Notice of Meetings. To call a special meeting of the
Board, the Chairman or a majority of the Board must give a timely notice in
writing or by electronic transmission to each Director of the time and place of,
and the general nature of the business the Board will transact at, all special
meetings of the Board. To change the time or place of any regular meeting of the
Board, the Chairman or a majority of the Board must give a timely notice in
writing or by electronic transmission to each Director of that change. To be
timely, any notice this Section 2.7 requires must be delivered to each Director
personally or by mail, telegraph, telecopier or other communications equipment
at least two days before the meeting to which it relates; provided, however,
that notice of any meeting of the Board need not be given to any Director who
waives the requirement of that notice in writing or by electronic transmission
(whether after that meeting or otherwise) or is present at that meeting.

            Section 2.8 Quorum; Vote Required for Action. At all meetings of the
Board, the presence in person of a majority of the total number of Directors
then in office will constitute a quorum for the transaction of business, and the
participation by a Director in any meeting of the Board will constitute that
Director's presence in person at that meeting unless that Director expressly
limits that participation to objecting to the transaction of any business at
that meeting on the ground that the meeting has not been called or convened in
accordance with applicable law or these Bylaws. Except in cases in which the
Certificate of Incorporation or these Bylaws otherwise provide, the vote of a
majority of the Directors present at a meeting at which a quorum is present will
be the act of the Board.

            Section 2.9 Informal Action by Directors. Unless the Certificate of
Incorporation or these Bylaws otherwise provides, the Board may, without a
meeting, prior notice or a vote, take any action it must or may take at any
meeting, if all members of the Board consent thereto in writing or by electronic
transmission, and the written consents or electronic transmissions are filed
with the minutes of proceedings of the Board the Secretary maintains.


                                       10
<PAGE>
            Section 2.10 Director Compensation. The Directors shall be paid
their expenses, if any, of attendance at each meeting of the Board and or any
Board Committee, and nonmanagement Directors shall be paid such sums, retainers
and fees for attending and performing services in connection with meetings of
the Board or any Board Committee as the Board may fix from time to time by
resolution. No such payment will preclude any Director from serving the
Corporation in any other capacity or from receiving compensation therefor.
Nonmanagement Directors who are members of special or standing Board Committees
will be allowed compensation for attending meetings of those Board Committees in
such amounts as the Board may fix from time to time by resolution.

                                  ARTICLE III
                                BOARD COMMITTEES

            Section 3.1 Board Committees. (a) The Board, by resolution a
majority of the Whole Board adopts, may designate one or more Board Committees
consisting of one or more of the Directors. The Board may designate one or more
Directors as alternate members of any Board Committee, who may replace any
absent or disqualified member at any meeting of that committee. The member or
members present at any meeting of any Board Committee and not disqualified from
voting at that meeting may, whether or not constituting a quorum, unanimously
appoint another Director to act at that meeting in any place of any member of
that committee who is absent from or disqualified to vote at that meeting.

            (b) The Board by resolution may change the membership of any Board
Committee at any time and fill vacancies on any of those committees. A majority
of the members of any Board Committee will constitute a quorum for the
transaction of business by that committee unless the Board by resolution
requires a greater number for that purpose. The Board by resolution may elect a
chairman of any Board Committee. The election or appointment of any Director to
a Board Committee will not create any contract rights of that Director, and the
Board's removal of any member of any Board Committee will not prejudice any
contract rights that member otherwise may have.

            (c) Pursuant to Section 3.1(a), the Board may designate an executive
committee (the "Executive Committee") to exercise, subject to applicable
provisions of law, all the powers of the Board in the management of the business
and affairs of the Corporation when the Board is not in session, including the
powers to (i) declare dividends and (ii) authorize the issuance by the
Corporation of any class or series of its capital stock. The Executive Committee
will include the Chairman among its members.

            (d) Each other Board Committee the Board may designate pursuant to
Section 3.1(a) will, subject to applicable provisions of law, have and may
exercise all the powers and authorities of the Board to the extent the Board
resolution designating that committee so provides.

            Section 3.2 Board Committee Rules; Minutes. Unless the Board
otherwise provides, each Board Committee may make, alter and repeal rules for
the conduct of its business. In the absence of those rules, each Board Committee
will conduct its business in the same


                                       11
<PAGE>
manner as the Board conducts its business pursuant to Article II. Each committee
shall keep regular minutes of its meetings and shall report the same to the
Board as a whole.

            Section 3.3 Existing Committees. The Board has heretofore designated
the Board Committees Exhibit A to these Bylaws lists, and has assigned to those
Board Committees the responsibilities that Exhibit A sets forth or refers to.

                                   ARTICLE IV
                                    OFFICERS

            Section 4.1 Designation. The officers of the Corporation will
consist of a chief executive officer ("CEO"), president, chief financial
officer, chief operating officer, chief accounting officer, secretary, treasurer
and such senior or other vice presidents, assistant secretaries, assistant
treasurers and other officers as the Board or the CEO may elect or appoint from
time to time. Any person may hold any number of offices of the Corporation.

            Section 4.2 CEO. The CEO will, subject to the control of the Board:
(i) have general supervision and control of the affairs, business, operations
and properties of the Corporation; (ii) see that all orders and resolutions of
the Board are carried into effect; (iii) have the power to appoint and remove
all subordinate officers, employees and agents of the Corporation, except for
those the Board elects or appoints; and (iv) sign and execute, under the seal of
the Corporation, all contracts, instruments, mortgages and other documents
(collectively, "documents") of the Corporation which require that seal, except
as applicable law otherwise requires or permits any document to be signed and
executed and except as these Bylaws, the Board or the CEO authorize other
officers of the Corporation to sign and execute documents. The CEO also will
perform such other duties and may exercise such other powers as generally
pertain to his office or these Bylaws or the Board by resolution assigns to him
from time to time.

            Section 4.3 Powers and Duties of Other Officers. The other officers
of the Corporation will have such powers and duties in the management of the
Corporation as the Board by resolution may prescribe and, except to the extent
so prescribed, as generally pertain to their respective offices, subject to the
control of the Board. The Board may require any officer, agent or employee to
give security for the faithful performance of his duties.

            Section 4.4 Term of Office, etc. Each officer will hold office until
the first meeting of the Board after the annual meeting of Stockholders next
succeeding his election, and until his successor is elected and qualified or
until his earlier resignation or removal. No officer of the Corporation will
have any contractual right against the Corporation for compensation by reason of
his election or appointment as an officer of the Corporation beyond the date of
his service as such, except as a written employment or other contract otherwise
may provide. The Board may remove any officer with or without cause at any time,
but any such removal will not prejudice the contractual rights of that officer,
if any, against the Corporation. The Board by resolution may fill any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise for the unexpired portion of the term of that office at any time.


                                       12
<PAGE>
                                   ARTICLE V
                                  CAPITAL STOCK

            Section 5.1 Certificates. Shares of capital stock of the Corporation
will be evidenced by certificates in such form or forms as the Board by
resolution may approve from time to time or, if and to the extent the Board so
authorizes by resolution, may be uncertificated. The Chairman, the president or
any vice president of the Corporation and the Secretary or any assistant
secretary of the Corporation may sign certificates evidencing certificated
shares. Any of or all the signatures and the Corporation's seal on each such
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before the
Corporation issues that certificate, the Corporation may issue that certificate
with the same effect as if he were such officer, transfer agent or registrar at
the date of that issue.

            Section 5.2 Transfer of Shares. The Corporation may act as its own
transfer agent and registrar for shares of its capital stock or use the services
of such one or more transfer agents and registrars as the Board by resolution
may appoint from time to time. Shares of the Corporation's capital stock will be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives on
surrender and cancellation of certificates for a like number of shares.

            Section 5.3 Ownership of Shares. The Corporation will be entitled to
treat the holder of record of any share or shares of its capital stock as the
holder in fact thereof and, accordingly, will not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it has express or other notice thereof, except
as the applicable laws of the State of Delaware otherwise provide.

            Section 5.4 Regulations Regarding Certificates. The Board will have
the power and authority to make all such rules and regulations as it may deem
expedient concerning the issue, transfer and registration or the replacement of
certificates for shares of capital stock of the Corporation.

            Section 5.5 Lost or Destroyed Certificates. The Board may determine
the conditions on which a new certificate of stock may be issued in place of a
certificate alleged to have been lost, stolen or destroyed and may, in its
discretion, require the owner of the allegedly lost, stolen or destroyed
certificate or his legal representative to give bond, with sufficient surety, to
indemnify the Corporation and each transfer agent and registrar against any and
all losses or claims that may arise by reason of the issue of a new certificate
in the place of the one allegedly so lost, stolen or destroyed.

                                   ARTICLE VI
                                 INDEMNIFICATION

            Section 6.1 Indemnification. (a) If and whenever:

            (1) any Indemnitee was or is, or is threatened to be made, a party
      to any Proceeding by reason of:


                                       13
<PAGE>
                  (A) the fact that that Indemnitee serves or served (1) as a
            Director or officer of the Corporation or, while serving as a
            Director or officer of the Corporation, (2) serves or served in
            another Functionary capacity for the Corporation or, at the request
            of the Corporation, as a Functionary of a Related Enterprise; or

                  (B) the actual or alleged service or conduct of that
            Indemnitee in that Indemnitee's capacity as that Functionary,
            including any act actually or allegedly done or not done by that
            Indemnitee;

      and

            (2) that Indemnitee (A) engaged in the service or conduct at issue
      in that Proceeding in good faith and in a manner that Indemnitee
      reasonably believed to be in or not opposed to the best interests of the
      Corporation and, in the event that Proceeding was or is a criminal action
      or proceeding involving that Indemnitee's conduct, (B) had no reasonable
      cause to believe that that conduct was unlawful,

the Corporation will, or will cause another Corporation Entity to, indemnify
that Indemnitee against, and hold that Indemnitee harmless from and in respect
of:

            (1) in the case of each Claim in that Proceeding, other than a
      Corporation Claim, all liabilities and losses, including the amounts of
      all judgments, penalties and fines, including excise taxes, and amounts
      paid in settlement, that Indemnitee has suffered or will suffer, and all
      Expenses that Indemnitee reasonably has incurred or will incur, as a
      result of or in connection with that Claim; and

            (2) in the case of each Corporation Claim in that Proceeding, all
      Expenses that Indemnitee reasonably has incurred or will incur as a result
      of or in connection with that Corporation Claim; provided, however, that
      the Corporation will not have any obligation under this clause (2) to, or
      to cause another Corporation Entity to, indemnify that Indemnitee against,
      or hold that Indemnitee harmless from or in respect of, any Corporation
      Claim as to which that Indemnitee was or is adjudged to be liable to the
      Corporation or any Related Enterprise unless, and only to the extent that,
      the Court of Chancery or the court in which that Corporation Claim was or
      is brought determines on application that, despite the adjudication of
      liability, but in view of all the circumstances of the case, that
      Indemnitee is fairly and reasonably entitled to indemnity for such of
      those Expenses as the Court of Chancery or that other court shall deem
      proper.

            (b) If and whenever any Indemnitee was or is, or is threatened to be
made, a party to any Proceeding of any type to which Section 6.1(a) refers has
been successful, on the merits or otherwise, in defense of that Proceeding, or
in defense of any Claim therein, the Corporation will, or will cause another
Corporation Entity to, indemnify that Indemnitee against, and hold that
Indemnitee harmless from and in respect of, all Expenses that Indemnitee
reasonably has incurred in connection therewith. For purposes of this Section
6.1(b), the termination of any Claim in any Proceeding by dismissal, with or
without prejudice, will be deemed a successful result as to that Claim.


                                       14
<PAGE>
      Section 6.2 Advancement of Expenses. (a) If and whenever any Indemnitee
is, or is threatened to be made, a party to any Proceeding that may give rise to
a right of that Indemnitee to indemnification under Section 6.1(a), the
Corporation will advance all Expenses reasonably incurred by or on behalf of
that Indemnitee in connection with that Proceeding within 10 days after the
Corporation receives a statement or statements from that Indemnitee requesting
the advance or advances from time to time, whether prior to or after final
disposition of that Proceeding. Each such statement must reasonably evidence the
Expenses incurred by or on behalf of that Indemnitee and include or be preceded
or accompanied by an undertaking by or on behalf of that Indemnitee to repay any
Expenses advanced if it ultimately is determined that the Indemnitee is not
entitled to be indemnified by the Corporation under Section 6.1(a) against those
Expenses. The Corporation will accept any such undertaking without reference to
the financial ability of Indemnitee to make repayment. If the Corporation
advances Expenses in connection with any Claim as to which an Indemnitee has
requested or may request indemnification under Section 6.1(a) and a
determination is made under Section 6.4 that the Indemnitee is not entitled to
that indemnification, the Indemnitee will not be required to reimburse the
Corporation for those advances until the 180th day following the date of that
determination; provided, however, that if the Indemnitee timely commences and
thereafter prosecutes in good faith a judicial proceeding or arbitration under
Section 6.6 or otherwise to obtain that indemnification, the Indemnitee will not
be required to reimburse the Corporation for those Expenses until a
determination in that proceeding or arbitration that the Indemnitee is not
entitled to that indemnification has become final and nonappealable.

      (b) The Corporation may advance Expenses under Section 6.2(a) to an
Indemnitee or, at the Corporation's option, directly to the Person to which
those Expenses are owed, and any Indemnitee's request for an advance under
Section 6.2(a) will constitute that Indemnitee's consent to any such direct
payment, to Indemnitee's legal counsel or any other Person.

      Section 6.3 Notification and Defense of Claims. (a) If any Indemnitee
receives notice, otherwise than from the Corporation, that the Indemnitee is or
will be made, or is threatened to be made, a party to any Proceeding in respect
of which the Indemnitee intends to seek indemnification under this Article VI,
the Indemnitee must promptly notify the Corporation in writing of the nature
and, to the Indemnitee's knowledge, status of that Proceeding. If this Section
6.3(a) requires any Indemnitee to give such a notice, but that Indemnitee fails
to do so, that failure will not relieve the Corporation from, or otherwise
affect the obligations the Corporation may have to indemnify that Indemnitee
under this Article VI, unless the Corporation can establish that the failure has
resulted in actual prejudice to the Corporation.

      (b) Except as this Section 6.3(b) otherwise provides below, in the case of
any Proceeding in respect of which any Indemnitee seeks indemnification under
this Article VI:

            (1) the Corporation and any Related Enterprise that also may be
      obligated to indemnify that Indemnitee in respect of that Proceeding will
      be entitled to participate at its own expense in that Proceeding;


                                       15
<PAGE>
            (2) the Corporation or that Related Enterprise, or either of them,
      will be entitled to assume the defense of all Claims, other than (A)
      Corporation Claims, if any, and (B) other Claims, if any, as to which that
      Indemnitee shall reasonably reach the conclusion clause (3) of the next
      sentence describes, in that Proceeding against that Indemnitee by prompt
      written notice of that election to that Indemnitee; and

            (3) if clause (2) above entitles the Corporation or that Related
      Enterprise to assume the defense of any of those Claims and it delivers to
      that Indemnitee notice of that assumption under clause (2), the
      Corporation will not be liable to that Indemnitee under this Article VI
      for any fees or expenses of legal counsel for that Indemnitee which that
      Indemnitee incurs after that Indemnitee receives that notice.

That Indemnitee will have the right to employ that Indemnitee's own legal
counsel in that Proceeding, but, as clause (3) of the preceding sentence
provides, will bear the fees and expenses of that counsel unless:

            (1) the Corporation has authorized that Indemnitee in writing to
      retain that counsel;

            (2) the Corporation shall not within a reasonable period of time
      actually have employed counsel to assume the defense of those Claims; or

            (3) that Indemnitee shall have (A) reasonably concluded that a
      conflict of interest may exist between that Indemnitee and the Corporation
      as to the defense of one or more of those Claims and (B) communicated that
      conclusion to the Corporation in writing.

            (c) The Corporation will not be obligated hereunder to, or to cause
another Corporation Entity to, indemnify any Indemnitee against or hold that
Indemnitee harmless from and in respect of any amounts paid, or agreed to be
paid, by that Indemnitee in settlement of any Claim against that Indemnitee
which that Indemnitee effects without the Corporation's prior written consent.
The Corporation will not settle any Claim against any Indemnitee in any manner
that would impose any penalty or limitation on that Indemnitee without that
Indemnitee's prior written consent. Neither the Corporation nor any Indemnitee
will unreasonably delay or withhold consent to any such settlement the other
party proposes to effect.

            Section 6.4 Procedure for Determination of Entitlement to
Indemnification. (a) To obtain indemnification under this Article VI, any
Indemnitee must submit to the Corporation a written request therefor which
specifies the Section or Sections under which that Indemnitee is seeking
indemnification and which includes, or is accompanied by, such documentation and
information as is reasonably available to that Indemnitee and is reasonably
necessary to determine whether and to what extent that Indemnitee is entitled to
that indemnification. Any Indemnitee may request indemnification under this
Article VI at any time and from time to time as that Indemnitee deems
appropriate in that Indemnitee's sole discretion. In the case of any request by
any Indemnitee for indemnification under Section 6.1(a) as to any Claim which is
pending or threatened at the time that Indemnitee delivers that request to the
Corporation and would not be resolved with finality, whether by judgment, order,
settlement or


                                       16
<PAGE>
otherwise, on payment of the indemnification requested, the Corporation may
defer the determination under Section 6.4(c) of that Indemnitee's entitlement to
that indemnification to a date that is no later than 45 days after the effective
date of that final resolution if the Board concludes in good faith that an
earlier determination would be materially prejudicial to the Corporation or a
Related Enterprise.

            (b) On written request by any Indemnitee under Section 6.4(a) for
indemnification under Section 6.1(a), the determination of that Indemnitee's
entitlement to that indemnification will be made:

            (1) if that Indemnitee will be a director or officer of the
      Corporation at the time that determination is made, under Section 6.4(c)
      in each case; or

            (2) if that Indemnitee will not be a director or officer of the
      Corporation at the time that determination is made, under Section 6.4(c)
      in any case, if so requested in writing by that Indemnitee or so directed
      by the Board, or, in the absence of that request and direction, as the
      Board shall duly authorize or direct.

            (c) Each determination of any Indemnitee's entitlement to
indemnification under Section 6.1(a) to which this Section 6.4(c) applies will
be made as follows:

            (1) by a majority vote of the Disinterested Directors, even though
      less than a quorum; or

            (2) by a committee of Disinterested Directors a majority vote of the
      Disinterested Directors may designate, even though less than a quorum; or

            (3) if (A) there are no Disinterested Directors or (B) a majority
      vote of the Disinterested Directors so directs, by an Independent Counsel
      in a written opinion to the Board, a copy of which the Corporation will
      deliver to that Indemnitee;

provided, however, that if that Indemnitee has so requested in that Indemnitee's
request for indemnification, an Independent Counsel will make that determination
in a written opinion to the Board, a copy of which the Corporation will deliver
to Indemnitee.

            (d) If it is determined that any Indemnitee is entitled to
indemnification under Section 6.1(a), the Corporation will, or will cause
another Corporation Entity to, subject to the provisions of Section 6.4(f):

            (1) within 10 days after that determination pay to that Indemnitee
      all amounts (A) theretofore incurred by or on behalf of that Indemnitee in
      respect of which that Indemnitee is entitled to that indemnification by
      reason of that determination and (B) requested from the Corporation in
      writing by that Indemnitee; and

            (2) thereafter on written request by that Indemnitee, pay to that
      Indemnitee within 10 days after that request such additional amounts
      theretofore incurred by or on behalf of that Indemnitee in respect of
      which that Indemnitee is entitled to that indemnification by reason of
      that determination.


                                       17
<PAGE>
Each Indemnitee must cooperate with the person, persons or entity making the
determination under Section 6.4(c) with respect to that Indemnitee's entitlement
to indemnification under Section 6.1(a), including providing to such person,
persons or entity, on reasonable advance request, any documentation or
information that is:

            (1) not privileged or otherwise protected from disclosure;

            (2) reasonably available to that Indemnitee; and

            (3) reasonably necessary to that determination.

            (e) If an Independent Counsel is to make a determination under
Section 6.4(c) of entitlement of any Indemnitee to indemnification under Section
6.1(a), the Board will select the Independent Counsel and give written notice to
that Indemnitee which names the person or firm it has selected, whereupon that
Indemnitee may, within 10 days after that Indemnitee's receipt of that notice,
deliver to the Secretary a written objection to the selection; provided,
however, that any such objection may be asserted only on the ground that the
person or firm selected is not an "Independent Counsel" as Section 6.11 defines
that term, and the objection must set forth with particularity the factual basis
for that assertion. Absent a proper and timely objection, the person or firm so
selected will act as Independent Counsel under Section 6.4(c). If any such
written objection is so made and substantiated, the person or firm so selected
may not serve as Independent Counsel unless and until the objection is withdrawn
or a court of competent jurisdiction has determined that the objection is
without merit.

            If the person or firm that will act as Independent Counsel has not
been determined within 30 days after any Indemnitee's submission of the related
request for indemnification, either the Corporation or that Indemnitee may
petition the Court of Chancery for resolution of any objection that has been
made by that Indemnitee to the Board's selection of Independent Counsel or for
the appointment as Independent Counsel of a person or firm selected by the Court
of Chancery or by such other person or firm as the Court of Chancery designates,
and the person or firm with respect to whom all objections are so resolved or
the person or firm so appointed will act as Independent Counsel under Section
6.4(c).

            The Corporation will pay any and all reasonable fees and expenses
the Independent Counsel incurs in connection with acting under Section 6.4(c),
and the Corporation will pay all reasonable fees and expenses incident to the
procedures this Section 6.4(e) sets forth, regardless of the manner in which the
Independent Counsel is selected or appointed.

            If any Indemnitee becomes entitled to, and does, initiate any
judicial proceeding or arbitration under Section 6.6, the Corporation will
terminate its engagement of the person or firm acting as Independent Counsel,
whereupon that person or firm will be, subject to the applicable standards of
professional conduct then prevailing, relieved of any further responsibility in
the capacity of Independent Counsel.

            (f) The amount of any indemnification against Expenses to which any
Indemnitee becomes entitled under any provision of this Article VI, including
Section 6.1(a), will be determined subject to the provisions of this Section
6.4(f). Each Indemnitee will have the burden of showing that that Indemnitee
actually has incurred the Expenses for which that


                                       18
<PAGE>
Indemnitee requests indemnification. If the Corporation or a Corporation Entity
has made any advance in respect of any Expense incurred by any Indemnitee
without objecting in writing to that Indemnitee at the time of the advance to
the reasonableness thereof, the incurrence of that Expense by that Indemnitee
will be deemed for all purposes hereof to have been reasonable. In the case of
any Expense as to which such an objection has been made, or any Expense for
which no advance has been made, the incurrence of that Expense will be presumed
to have been reasonable, and the Corporation will have the burden of proof to
overcome that presumption.

            Section 6.5 Presumptions and Effect of Certain Proceedings. (a) In
making a determination under Section 6.4(c) with respect to entitlement of any
Indemnitee to indemnification under Section 6.1(a), the person, persons or
entity making that determination must presume that that Indemnitee is entitled
to that indemnification if that Indemnitee has submitted a request for
indemnification in accordance with Section 6.4(a), and the Corporation will have
the burden of proof to overcome that presumption in connection with the making
by any person, persons or entity of any determination contrary to that
presumption.

            (b) The termination of any Proceeding or of any Claim therein, by
judgment, order, settlement or conviction, or on a plea of nolo contendere or
its equivalent, will not, except as this Article VI otherwise expressly
provides, of itself adversely affect the right of any Indemnitee to
indemnification under this Article VI or, in the case of any determination under
Section 6.4(c) of any Indemnitee's entitlement to indemnification under Section
6.1(a), create a presumption that that Indemnitee did not act in good faith and
in a manner that Indemnitee reasonably believed to be in or not opposed to the
best interests of the Corporation or, with respect to any criminal action or
proceeding, that Indemnitee had reasonable cause to believe that that
Indemnitee's conduct was unlawful.

            (c) Any service of any Indemnitee as a Functionary of the
Corporation or any Related Enterprise which imposes duties on, or involves
services by, that Indemnitee with respect to any Related Enterprise that is an
employee benefit or welfare plan or related trust, if any, or that plan's
participants or that trust's beneficiaries, will be deemed for all purposes
hereof as service at the request of the Corporation, and any action that
Indemnitee takes or omits to take in connection with any such plan or trust
will, if taken or omitted in good faith by that Indemnitee and in a manner that
Indemnitee reasonably believed to be in the interest of the participants in or
beneficiaries of that plan or trust, be deemed to have been taken or omitted in
a manner "not opposed to the best interests of the Corporation" for all purposes
of this Article VI.

            (d) For purposes of any determination under this Article VI as to
whether any Indemnitee has performed services or engaged in conduct on behalf of
any Enterprise in good faith, that Indemnitee will be deemed to have acted in
good faith if that Indemnitee acted in reliance on the records of the Enterprise
or on information, opinions, reports or statements, including financial
statements and other financial information, concerning the Enterprise or any
other Person which were prepared or supplied to that Indemnitee by:

            (1) one or more of the officers or employees of the Enterprise;


                                       19
<PAGE>
            (2) appraisers, engineers, investment bankers, legal counsel or
      other Persons as to matters that Indemnitee reasonably believed were
      within the professional or expert competence of those Persons; and

            (3) any committee of the board of directors or equivalent managing
      body of the Enterprise of which that Indemnitee is or was, at the relevant
      time, not a member;

provided, however, that if that Indemnitee has actual knowledge as to any matter
that makes any such reliance unwarranted as to that matter, this Section 6.5(d)
will not entitle that Indemnitee to any presumption that that Indemnitee acted
in good faith respecting that matter.

            (e) For purposes of any determination under this Article VI as to
whether any Indemnitee is entitled to indemnification under Section 6.1(a),
neither the knowledge nor the conduct of any other Functionary of the
Corporation or any Related Enterprise shall be imputed to that Indemnitee.

            (f) Any Indemnitee will be deemed a party to a Proceeding for all
purposes of this Article VI if that Indemnitee is named as a defendant or
respondent in a complaint or petition for relief in that Proceeding, regardless
of whether that Indemnitee ever is served with process or makes an appearance in
that Proceeding.

            (g) If any Indemnitee serves or served as a Functionary of a Related
Enterprise, that service will be deemed to be "at the request of the
Corporation" for all purposes of this Article VI notwithstanding that the
request is not evidenced by a writing or shown to have been made orally. In the
event the Corporation were to extend the rights of indemnification and
advancement of Expenses under this Article VI to any Indemnitee's serving at the
request of the Corporation as a Functionary of any Enterprise other than the
Corporation or a Related Enterprise, that Indemnitee must show that the request
was made by the Board or at its authorization.

            Section 6.6 Remedies of Indemnitee in Certain Cases. (a) If any
Indemnitee makes a written request in compliance with Section 6.4(a) for
indemnification under Section 6.1(a) and either:

            (1) no determination as to the entitlement of that Indemnitee to
      that indemnification is made before the last to occur of (A) the close of
      business on the date, if any, the Corporation has specified under Section
      6.4(a) as the outside date for that determination or (B) the elapse of the
      45-day period beginning the day after the date the Corporation receives
      that request; or

            (2) a determination is made under Section 6.4(c) that that
      Indemnitee is not entitled to that indemnification in whole or in any part
      in respect of any Claim to which that request related,

that Indemnitee will be entitled to an adjudication from the Court of Chancery
of that Indemnitee's entitlement to that indemnification. Alternatively, that
Indemnitee, at that Indemnitee's option, may seek an award in arbitration to be
conducted by a single arbitrator in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. In


                                       20
<PAGE>
the case of any determination under Section 5(d) that is adverse to an
Indemnitee, that Indemnitee must commence any such judicial proceeding or
arbitration within 180 days following the date on which that Indemnitee first
has the right to commence that proceeding under this Section 6.6(a) or that
Indemnitee will be bound by that determination for all purposes of this Article
VI.

            (b) If a determination has been made under Section 6.4 that an
Indemnitee is not entitled to indemnification under Section 6.1(a), any judicial
proceeding or arbitration commenced by that Indemnitee under this Section 6.6
will be conducted in all respects as a de novo trial or arbitration on the
merits, and that Indemnitee will not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced under this
Section 6.6, the Corporation will have the burden of proving that the Indemnitee
is not entitled to indemnification hereunder, and the Corporation may not, for
any purpose, refer to or introduce into evidence any determination under Section
6.4(c) which is adverse to the Indemnitee.

            (c) If a determination has been made under Section 6.4 that any
Indemnitee is entitled to indemnification under Section 6.1(a), the Corporation
will be bound by that determination in any judicial proceeding or arbitration
that Indemnitee thereafter commences under this Section 6.6 or otherwise,
absent:

            (1) a misstatement by that Indemnitee of a material fact, or an
      omission by that Indemnitee of a material fact necessary to make that
      Indemnitee's statements not materially misleading, in connection with that
      Indemnitee's request for indemnification; or

            (2) a prohibition of that indemnification under applicable law.

            (d) If any Indemnitee, under this Section 6.6 or otherwise, seeks a
judicial adjudication of or an award in arbitration to enforce that Indemnitee's
rights under this Article VI, that Indemnitee will be entitled to recover from
the Corporation, and will be indemnified by the Corporation against, any and all
expenses, of the types the definition of Expenses in Section 6.11 describes,
reasonably incurred by or on behalf of that Indemnitee in that judicial
adjudication or arbitration, but only if that Indemnitee prevails therein. If it
is determined in that judicial adjudication or arbitration that that Indemnitee
is entitled to receive part of, but not all, the indemnification or advancement
of expenses sought, the expenses incurred by that Indemnitee in connection with
that judicial adjudication or arbitration will be appropriately prorated between
those in respect of which this Article VI entitles that Indemnitee to
indemnification and those that Indemnitee must bear.

            (e) In any judicial proceeding or arbitration under this Section
6.6, the Corporation:

            (1) will not, and will not permit any other Person acting on its
      behalf to, assert that the procedures or presumptions this Article VI
      establishes are not valid, binding and enforceable; and

            (2) will stipulate that it is bound by all the provisions of this
      Article VI.


                                       21
<PAGE>
            Section 6.7 Non-exclusivity; Survival of Rights; Insurance;
Subrogation. (a) The rights to indemnification and advancement of Expenses and
the remedies this Article VI provides are not and will not be deemed exclusive
of any other rights or remedies to which any Indemnitee may at any time be
entitled under applicable law, the Certificate of Incorporation, any agreement,
a vote of stockholders or Disinterested Directors, or otherwise, but each such
right or remedy under this Article VI will be cumulative with all such other
rights and remedies. No amendment, modification or repeal of this Article VI or
any provision hereof will limit or restrict any right of any Indemnitee under
this Article VI in respect of any action that Indemnitee has taken or omitted in
that Indemnitee's capacity as a Functionary of the Corporation or any Related
Enterprise prior to that amendment, modification or repeal. This Article VI will
not limit or restrict the power or right of the Corporation, to the extent and
in the manner applicable law permits, to indemnify and advance expenses to
Persons other than Indemnitees when and as authorized by the Board or by other
appropriate corporate action.

            (b) If the Corporation maintains an insurance policy or policies
providing liability insurance for Directors or officers of the Corporation ,
each Indemnitee will be covered by the policy or policies in accordance with its
or their terms to the maximum extent of the coverage available for any such
Director or officer under the policy or policies. If the Corporation receives
written notice from any source of a pending Proceeding to which any Indemnitee
is a party and in respect of which that Indemnitee might be entitled to
indemnification under Section 6.1(a) and the Corporation then maintains any such
policy of which that Indemnitee is a beneficiary, the Corporation will:

            (1) promptly give notice of that Proceeding to the relevant insurers
      in accordance with the applicable policy procedures; and

            (2) thereafter take all action necessary to cause those insurers to
      pay, on behalf of that Indemnitee, all amounts payable in accordance with
      the applicable policy terms as a result of that Proceeding;

provided, however, that the Corporation need not comply with the provisions of
this sentence if its failure to do so would not actually be prejudicial to that
Indemnitee in any material respect.

            (c) The Corporation will not be liable under this Article VI to make
or cause to be made any payment of amounts otherwise indemnifiable under this
Article VI, or to make or cause to be made any advance this Article VI otherwise
requires it to make or cause to be made, to or for the account of any
Indemnitee, if and to the extent that the Indemnitee has otherwise actually
received or had applied for the Indemnitee's benefit that payment or advance or
otherwise obtained the entire benefit therefrom under any insurance policy, any
other contract or agreement or otherwise.

            (d) If the Corporation makes or causes to be made any payment under
this Article VI to or for the account of any Indemnitee, it will be subrogated
to the extent of that payment to all the rights of recovery of that Indemnitee,
who must execute all papers required and take all action necessary to secure
those rights, including execution of such documents as are necessary to enable
the Corporation to bring suit to enforce those rights.


                                       22
<PAGE>
            (e) The Corporation's obligation to make or cause to be made any
payment or advance under this Article VI to or for the account of any Indemnitee
with respect to that Indemnitee's service at the request of the Corporation as a
Functionary of any Related Enterprise will be reduced by any amount that
Indemnitee has actually received as indemnification or advancement of expenses
from that Related Enterprise.

            Section 6.8 Benefit of this Article VI. The provisions of this
Article VI will inure to the benefit of each Indemnitee and that Indemnitee's
spouse, if that Indemnitee resides in Texas or another community property state,
heirs, executors and administrators.

            Section 6.9 Severability. If any provision or provisions of this
Article VI is or are invalid, illegal or unenforceable for any reason
whatsoever:

            (1) the validity, legality and enforceability of the remaining
      provisions of this Article VI, including each portion of any Section
      containing any such invalid, illegal or unenforceable provision which is
      not itself invalid, illegal or unenforceable, will not in any way be
      affected or impaired thereby;

            (2) such provision or provisions will be deemed reformed to the
      extent necessary to conform to applicable law and to give the maximum
      effect to the intent of the Corporation as expressed in this Article VI;
      and

            (3) to the fullest extent possible, the provisions of this Article
      VI, including each portion of any Section containing any such invalid,
      illegal or unenforceable provision which is not itself invalid, illegal or
      unenforceable, will be construed so as to give effect to the intent
      manifested thereby.

            Section 6.10 Exceptions to Right of Indemnification or Advancement
of Expenses. No provision in this Article VI will obligate the Corporation to
pay or cause to be paid any indemnity to or for the account of any Indemnitee in
connection with or as a result of:

            (1) any Claim made against that Indemnitee for an accounting of
      profits, under Section 16(b) of the Exchange Act or similar provision of
      state statutory or common law, from the purchase and sale, or sale and
      purchase, by that Indemnitee of securities of the Corporation or any
      Related Enterprise; or

            (2) except for any Claim initiated by that Indemnitee, whether as a
      cause of action or as a defense to a cause of action under Section 6.6 or
      otherwise, to enforce or establish, by declaratory judgment or otherwise,
      that Indemnitee's rights or remedies under this Article VI, any Claim
      initiated by that Indemnitee without the prior authorization of the Board
      against the Corporation or any Related Enterprise or any of their
      respective present or former Functionaries.

            Section 6.11 Definitions. (a) For purposes of this Article VI:

            "Affiliate" has the meaning Exchange Act Rule 12b-2 specifies.


                                       23
<PAGE>
            "Claim" means any claim for damages or a declaratory, equitable or
      other substantive remedy, or any other issue or matter, in any Proceeding.

            "Corporation Claim" means, in the case of any Indemnitee, any Claim
      brought by or in the right of the Corporation or a Related Enterprise
      against that Indemnitee.

            "Corporation Entity" means any Related Enterprise, other than an
      employee benefit or welfare plan or its related trust, if any.

            "Court of Chancery" means the Court of Chancery of the State of
      Delaware.

            "Disinterested Director" means a director of the Corporation who is
      not and was not a party to the Proceeding, or any Claim therein, in
      respect of which indemnification is sought by any Indemnitee under this
      Article VI.

            "Enterprise" means any business trust, corporation, joint venture,
      limited liability company, partnership or other entity or enterprise,
      including any operational division of any entity, or any employee benefit
      or welfare plan or related trust.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

            "Expenses" include all attorneys' fees, retainers, court costs,
      transcript costs, fees of experts, witness fees, travel expenses,
      duplicating costs, printing and binding costs, telephone charges, postage,
      delivery service fees, all other disbursements or expenses of the types
      customarily incurred in connection with prosecuting, defending, preparing
      to prosecute or defend, investigating, being or preparing to be a witness
      in, or otherwise participating in, a Proceeding. Should any payments by
      the Corporation to or for the account of any Indemnitee under this Article
      VI be determined to be subject to any federal, state or local income or
      excise tax, "Expenses" also will include such amounts as are necessary to
      place that Indemnitee in the same after-tax position, after giving effect
      to all applicable taxes, that Indemnitee would have been in had no such
      tax been determined to apply to those payments.

            "Functionary" of any Enterprise means any director, officer,
      manager, administrator, employee, agent, representative or other
      functionary of that Enterprise, including, in the case of any employee
      benefit or welfare plan, any member of any committee administering that
      plan or any individual to whom the duties of that committee are delegated.

            "Indemnitee" means at any time:

                  (1) any person serving as a Director or as an officer of the
            Corporation at that time; and

                  (2) any person who served as a Director or as an officer of
            the Corporation at any time within 10 years prior to that time.


                                       24
<PAGE>
            "Independent Counsel" means, in the case of any determination under
      Section 6.4(c) of the entitlement of any Indemnitee to indemnification
      under Section 6.1(a), a law firm, or a member of a law firm, that or who
      is experienced in matters of corporation law and neither presently is, nor
      in the past five years has been, retained to represent:

                  (1) the Corporation or any of its Affiliates or that
            Indemnitee in any matter material to any such Person; or

                  (2) any other party to the Proceeding giving rise to a claim
            of that Indemnitee for that indemnification;

notwithstanding the foregoing, the term "Independent Counsel" does not include
at any time any Person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Corporation or a Related Enterprise or that Indemnitee in an action
to determine that Indemnitee's rights under these Bylaws.

            "Person" means any natural person, sole proprietorship, corporation,
      partnership, limited liability company, business trust, unincorporated
      organization or association, mutual company, joint stock company, joint
      venture or any other entity of any kind having a separate legal status or
      any estate, trust, union or employee organization or governmental
      authority.

            "Proceeding" includes:

                  (1) any threatened, pending or completed action, suit,
            arbitration, alternate dispute resolution procedure, investigation,
            inquiry or other threatened, actual or completed proceeding, whether
            of a civil, criminal, administrative, investigative or private
            nature and irrespective of the initiator thereof; and

                  (2) any appeal in any such proceeding.

            "Related Enterprise" means at any time any Enterprise:

                  (1) 50% or more of the outstanding capital stock or other
            ownership interests of which, or the assets of which, the
            Corporation owns or controls, or previously owned or controlled,
            directly or indirectly, at that time;

                  (2) 50% or more of the outstanding voting power of the
            outstanding capital stock or other ownership interests of which the
            Corporation owns or controls, or previously owned or controlled,
            directly or indirectly, at that time;

                  (3) that is, or previously was, an Affiliate of the
            Corporation which the Corporation controls, or previously
            controlled, by ownership, contract or otherwise and whether alone or
            together with another Person, directly or indirectly, at that time;
            or


                                       25
<PAGE>
                  (4) if that Enterprise is an employee benefit or welfare plan
            or related trust, whose participants or beneficiaries are present or
            former employees of the Corporation or any other Related Enterprise.

            Section 6.12 Contribution. If it is established, under Section
6.4(c) or otherwise, that any Indemnitee has the right to be indemnified under
Section 6.1(a) in respect of any Claim, but that right is unenforceable by
reason of any applicable law or public policy, then, to the fullest extent
applicable law permits, the Corporation, in lieu of indemnifying or causing the
indemnification of that Indemnitee under Section 6.1(a), will contribute or
cause to be contributed to the amount that Indemnitee has incurred, whether for
judgments, fines, penalties, excise taxes, amounts paid or to be paid in
settlement or for Expenses reasonably incurred, in connection with that Claim,
in such proportion as is deemed fair and reasonable in light of all the
circumstances of that Claim in order to reflect:

            (1) the relative benefits that Indemnitee and the Corporation have
      received as a result of the event(s) or transaction(s) giving rise to that
      Claim; or

            (2) the relative fault of that Indemnitee and of the Corporation and
      its other Functionaries in connection with those event(s) or
      transaction(s).

            Section 6.13 Submission to Jurisdiction. Each Indemnitee, by seeking
any indemnification or advance of Expenses under this Article VI, will be
deemed, except with respect to any arbitration that Indemnitee commences under
Section 6.6 or as Section 6.1(a) expressly contemplates otherwise:

            (1) to have agreed that any action or proceeding arising out of or
      in connection with this Article VI must be brought only in the Court of
      Chancery and not in any other state or federal court in the United States
      of America or any court in any other country;

            (2) to have consented to submit to the exclusive jurisdiction of the
      Court of Chancery for purposes of any action or proceeding arising out of
      or in connection with this Article VI;

            (3) to have waived any objection to the laying of venue of any such
      action or proceeding in the Court of Chancery; and

            (4) to have waived, and to have agreed not to plead or to make, any
      claim that any such action or proceeding brought in the Court of Chancery
      has been brought in an improper or otherwise inconvenient forum.

                                   ARTICLE VII
                                  MISCELLANEOUS

            Section 7.1 Offices. The Corporation's registered office shall be in
the City of Wilmington, County of New Castle, State of Delaware. The Corporation
may have such other offices within and without the State of Delaware as have
heretofore been established or may


                                       26
<PAGE>
hereafter be established by or with the authority of the Board. The
Corporation's administrative office shall be located at 11911 FM 529, Houston,
Texas.

            Section 7.2 Fiscal Year. The fiscal year of the Corporation shall
end on December 31.

            Section 7.3 Seal. The corporate seal will have the name of the
Corporation inscribed thereon and will be in such form as the Board by
resolution may approve from time to time. The seal may be used by an officer of
the Corporation causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise applied to any acknowledgments, agreements,
applications, affidavits, certificates, contracts, instruments, statements or
other documents executed for or on behalf of the Corporation.

            Section 7.4 Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and any other Entity in which one or more of its Directors or
officers are directors or officers (or hold equivalent offices or positions), or
have a financial interest, will be void or voidable solely for this reason, or
solely because the Director or officer is present at or participates in the
meeting of the Board or Board Committee which authorizes the contract or
transaction, or solely because his or their votes are counted for that purpose,
if: (i) the material facts as to the relationship or interest of the Director or
officer and as to the contract or transaction are disclosed or are known to the
Board or the Board Committee, and the Board or Board Committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested Directors, even though the disinterested Directors be less
than a quorum; or (ii) the material facts as to the relationship of the Director
or officer or interest and as to the contract or transaction are disclosed or
are known to the Stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of those
Stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board, a Board
Committee or the Stockholders. Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board or of a Board
Committee which authorizes the contract or transaction.

            Section 7.5 Form of Records. Any records the Corporation maintains
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time.

            Section 7.6 Bylaw Amendments. The Board has the power to adopt,
amend and repeal from time to time the Bylaws of the Corporation, subject to the
right of Stockholders entitled to vote with respect thereto to amend or repeal
those Bylaws as adopted or amended by the Board. Bylaws of the Corporation may
be adopted, amended or repealed by the affirmative vote of the holders of at
least 66.7% of the combined voting power of the outstanding shares of all
classes of capital stock of the Corporation entitled to vote generally in the
election of Directors, voting together as a single class, at any annual meeting,
or at any special meeting if notice of the proposed amendment is contained in
the notice of that special meeting, or by the Board as specified in the
preceding sentence.


                                       27
<PAGE>
            Section 7.7 Notices; Waiver of Notice. Whenever any notice is
required to be given to any Stockholder, Director or member of any Board
Committee under the provisions of the DGCL, the Certificate of Incorporation or
these Bylaws, that notice will be deemed to be sufficient if given (i) by
telegraphic, facsimile, cable or wireless or electronic transmission or (ii) by
deposit of the same in the United States mail, with postage paid thereon,
addressed to the person entitled thereto at his address as it appears in the
records of the Corporation, and that notice will be deemed to have been given on
the day of such transmission or mailing, as the case may be.

            Whenever any notice is required to be given to any Stockholder or
Director under the provisions of the DGCL, the Certificate of Incorporation or
these Bylaws, a waiver thereof in writing signed by or by electronic
transmission from the person or persons entitled to that notice, whether before
or after the time stated therein, will be equivalent to the giving of that
notice. Attendance of a person at a meeting will constitute a waiver of notice
of that meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Stockholders, the Board or any Board Committee need be specified in any
waiver of notice in writing or by electronic transmission unless the Certificate
of Incorporation or these Bylaws so require.

            Section 7.8 Resignations. Any Director or officer of the Corporation
may resign at any time. Any such resignation must be made in writing or by
electronic transmission and will take effect at the time specified in that
writing or electronic transmission, or, if that resignation does not specify any
time, at the time of its receipt by the Chairman or the Secretary. The
acceptance of a resignation will not be necessary to make it effective, unless
that resignation expressly so provides.

            Section 7.9 Facsimile Signatures. In addition to the provisions for
the use of facsimile signatures these Bylaws elsewhere specifically authorize,
facsimile signatures of any officer or officers of the Corporation may be used
as and whenever the Board by resolution so authorizes.

            Section 7.10 Reliance on Books, Reports and Records. Each Director
and each member of any Board Committee designated by the Board will, in the
performance of his duties, be fully protected in relying in good faith on the
books of account or reports made to the Corporation by any of its officers, or
by an independent certified public accountant, or by an appraiser selected with
reasonable care by the Board or by any such committee, or in relying in good
faith upon other records of the Corporation.

            Section 7.11 Certain Definitional Provisions. (a) When used in these
Bylaws, the words "herein," "hereof" and "hereunder" and words of similar import
refer to these Bylaws as a whole and not to any provision of these Bylaws, and
the words "Article" and "Section" refer to Articles and Sections of these Bylaws
unless otherwise specified.

            (b) Whenever the context so requires, the singular number includes
the plural and vice versa, and a reference to one gender includes the other
gender and the neuter.


                                       28
<PAGE>
            (c) The word "including" (and, with correlative meaning, the word
"include") means including, without limiting the generality of any description
preceding that word, and the words "shall" and "will" are used interchangeably
and have the same meaning.

            Section 7.12 Captions. Captions to Articles and Sections of these
Bylaws are included for convenience of reference only, and these captions do not
constitute a part hereof for any other purpose or in any way affect the meaning
or construction of any provision hereof.

                                  End of Bylaws


                                       29
<PAGE>
                                     BYLAWS

                                   EXHIBIT "A"

                                   COMMITTEES

      Per ARTICLE III, of the Bylaws of Oceaneering International, Inc. (the
"Company") the following committees are designated by the Board of Directors of
the Company (the "Board") with the committee authority and responsibility
specified in the Appendix indicated opposite the name of the committee. Members
of the Audit Committee shall be independent members of the Board. The membership
and composition of the committees shall be as designated by the Board from time
to time.

                  Audit Committee                      Appendix "A"

                  Nominating Committee                 Appendix "B"

                  Compensation Committee               Appendix "C"
<PAGE>
                                  APPENDIX "A"

                         OCEANEERING INTERNATIONAL, INC.

                             AUDIT COMMITTEE CHARTER

GENERAL

      The Audit Committee of the Board of Directors of Oceaneering
International, Inc. shall consist of three independent directors. Members of the
Committee shall be considered independent if they have no relationship to the
Company that could interfere with the exercise of their independence from
management and the Company. As determined by the Board of Directors, the Members
of the Committee will be financially literate with at least one having
accounting or related financial management expertise. Company management,
internal and independent auditors and the Company's General Counsel may attend
each meeting or portions thereof as required by the Committee. The Committee
will have two meetings each year on a regular basis and will have special
meetings if and when required.

RESPONSIBILITIES

      The Audit Committee's role is one of oversight whereas the Company's
management is responsible for preparing the Company's financial statements and
the independent auditors are responsible for auditing those financial
statements. The Audit Committee is not providing any expert or special assurance
as to the Company's financial statements or any professional certification as to
the independent auditor's work. The following functions shall be the key
responsibilities of the Audit Committee in carrying out its oversight function.

      1.    The Committee and Board shall be ultimately responsible for the
            selection, evaluation, and replacement of the independent auditors.
            The Committee will:

            recommend annually the appointment of the independent auditors to
            the Board for its approval and subsequent submission to the
            stockholders for ratification, based upon an annual performance
            evaluation and a determination of the auditors' independence;

            determine the independence of the independent auditors by obtaining
            a formal written statement delineating all relationships between the
            independent auditors and the Company, including all non-audit
            services and fees;

            discuss with the independent auditors if any disclosed relationship
            or service could impact the auditors' objectivity and independence;
            and

            recommend that the Board take appropriate action in response to the
            auditors statement to ensure the independence of the independent
            auditors.
<PAGE>
      2.    Inquire of company management and independent auditors regarding the
            appropriateness of accounting principles followed by the Company,
            changes in accounting principles and their impact on the financial
            statements.

      3.    Review with Company management the Company's financial reporting
            process, published financial statement and/or major disclosures and
            the adequacy of the Company's system of internal controls.

      4.    Review and discuss with Company management and General Counsel legal
            and regulatory matters that may have a material impact on the
            Company's financial statements and Company compliance policies.

      5.    Meet with independent auditors and review their report to the
            Committee including comments relating to the system of internal
            controls, published financial statements and related disclosures,
            the adequacy of the financial reporting process and the scope of the
            independent audit. The independent auditors are ultimately
            accountable to the Board and the Committee on all such matters.

      6.    Provide an open avenue of communications between the internal and
            independent auditors and the Board of Directors, including private
            sessions with the internal and independent auditors, as the
            Committee may deem appropriate.

      7.    Review the internal audit program in terms of scope of audits
            conducted or scheduled to be conducted.

      8.    Review with the internal auditors any major findings and
            recommendations from internal audits conducted Company-wide.

            Consult with internal auditors regarding on-going monitoring
            programs including the Company's Statement of Philosophy and Beliefs
            and compliance with policies of the Company.

      9.    Review with both the internal and independent auditors the plans for
            the audit of the Company's information technology procedures and
            controls.

      10.   Review with the internal and independent auditors the coordination
            of their respective audit activities.

      11.   Prepare a Report, for inclusion in the Company's proxy statement as
            required, disclosing that the Committee reviewed and discussed the
            audited financial statements with management and discussed certain
            other matters with the independent auditors. Based upon these
            discussions, state in the Report whether the Committee recommended
            to the Board that the audited financial statements be included in
            the Annual Report.
<PAGE>
      12.   Review and reassess the adequacy of the Audit Committee's charter
            annually. If any revisions therein are deemed necessary or
            appropriate, submit the same to the Board for its consideration and
            approval.

QUORUM

      For the transaction of business at any meeting of the Audit Committee, a
majority of the members shall constitute a quorum.
<PAGE>
                                  APPENDIX "B"

                              NOMINATING COMMITTEE

RESPONSIBILITIES:

1.    Recommending to full Board of Directors of the Company (the "Board")
      nominees to fill Board vacancies.

2.    Receiving and evaluating stockholder recommendations for nominees to fill
      Board vacancies.

3.    Recommending to full Board candidates for membership of the committees of
      the Board.

4.    Recommending to the full Board a director to serve as Chairman of the
      Board.
<PAGE>
                                  APPENDIX "C"

                             COMPENSATION COMMITTEE

RESPONSIBILITIES:

1.    Setting salaries of the Officers of the Company

      -     The Company's Chief Executive Officer (the "CEO") recommends and the
            Compensation Committee (the "Committee") approves entry salary for
            all officers of the Company (except the CEO).

      -     The CEO recommends and the Committee approves changes to salaries
            for all officers of the Company (except the CEO).

      -     The Committee recommends and the Board approves the successor to the
            CEO and the entry salary when a vacancy occurs; and changes to the
            salary of the CEO.

      -     The Committee recommends and the Board approves the entry salary and
            changes to the salary of the Chairman of the Board.

2.    Bonus Plans

      -     The Committee recommends and the Board approves any bonus award
            plans.

      -     The CEO recommends and the Committee approves any bonus awards to
            officers within the parameters of the approved plans.

3.    Stock Awards

      -     The Committee recommends and the Board approves any stock option or
            stock award plans which require shareholder approval.

      -     The CEO recommends and the Committee approves any grants of stock
            options and restricted stock to any recipient.

4.    Senior Executive Severance Agreements

      -     The Committee recommends and the Board approves participants and
            terms of any senior executive severance agreements.

5.    Other Compensation Plans in which Officers and Directors are Eligible to
      Participate

      -     The Committee recommends and the Board approves adoption of plans.
<PAGE>
      -     The CEO recommends and the Committee approves participant changes
            within the parameters of approved plans.

      -     The Chief Financial Officer of the Company administers plans as
            provided in the plans.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.01
<SEQUENCE>4
<FILENAME>h95099ex10-01.txt
<DESCRIPTION>DEFINED CONTRIBUTION MASTER PLAN & TRUST AGMT.
<TEXT>
<PAGE>
                                                                   Exhibit 10.01

                             WELLS FARGO BANK, N.A.

                       DEFINED CONTRIBUTION MASTER PLAN
                                      AND
                                TRUST AGREEMENT
<PAGE>
<TABLE>
                                TABLE OF CONTENTS
<S>                                                                         <C>
ALPHABETICAL LISTING OF DEFINITIONS......................................     vi

ARTICLE I, DEFINITIONS
     1.01   Employer.....................................................   1.01
     1.02   Trustee......................................................   1.01
     1.03   Plan.........................................................   1.01
     1.04   Adoption Agreement...........................................   1.01
     1.05   Plan Administrator...........................................   1.02
     1.06   Advisory Committee...........................................   1.02
     1.07   Employee.....................................................   1.02
     1.08   Self-Employed Individual/Owner-Employee......................   1.02
     1.09   Highly Compensated Employee..................................   1.02
     1.10   Participant..................................................   1.03
     1.11   Beneficiary..................................................   1.03
     1.12   Compensation.................................................   1.03
     1.13   Earned Income................................................   1.05
     1.14   Account......................................................   1.05
     1.15   Accrued Benefit..............................................   1.05
     1.16   Nonforfeitable...............................................   1.05
     1.17   Plan Year/Limitation Year....................................   1.05
     1.18   Effective Date...............................................   1.05
     1.19   Plan Entry Date..............................................   1.05
     1.20   Accounting Date..............................................   1.05
     1.21   Trust........................................................   1.05
     1.22   Trust Fund...................................................   1.05
     1.23   Nontransferable Annuity......................................   1.05
     1.24   ERISA........................................................   1.06
     1.25   Code.........................................................   1.06
     1.26   Service......................................................   1.06
     1.27   Hour of Service..............................................   1.06
     1.28   Disability...................................................   1.07
     1.29   Service for Predecessor Employer.............................   1.07
     1.30   Related Employers............................................   1.07
     1.31   Leased Employees.............................................   1.08
     1.32   Special Rules for Owner-Employers............................   1.08
     1.33   Determination of Top Heavy Status............................   1.09
     1.34   Paired Plans.................................................   1.10

ARTICLE II, EMPLOYEE PARTICIPANTS
     2.01   Eligibility..................................................   2.01
     2.02   Year of Service - Participation..............................   2.01
     2.03   Break in Service - Participation.............................   2.01
     2.04   Participation upon Re-employment.............................   2.02
     2.05   Change in Employee Status....................................   2.02
     2.06   Election Not to Participate..................................   2.02

ARTICLE III, EMPLOYER CONTRIBUTIONS AND FORFEITURES
     3.01   Amount.......................................................   3.01
     3.02   Determination of Contribution................................   3.01
     3.03   Time of Payment of Contribution..............................   3.01
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                         <C>
     3.04   Contribution Allocation......................................   3.01
     3.05   Forfeiture Allocation........................................   3.03
     3.06   Accrual of Benefit...........................................   3.03
     3.07 - 3.16  Limitations on Allocations.............................   3.05
     3.17   Special Allocation Limitation................................   3.07
     3.18   Defined Benefit Plan Limitation..............................   3.07
     3.19   Definitions - Article III....................................   3.07

ARTICLE IV, PARTICIPANT CONTRIBUTIONS
     4.01   Participant Nondeductible Contributions......................   4.01
     4.02   Participant Deductible Contributions.........................   4.01
     4.03   Participant Rollover Contributions...........................   4.01
     4.04   Participant Contribution - Forfeitability....................   4.02
     4.05   Participant Contribution - Withdrawal/Distribution...........   4.02
     4.06   Participant Contribution - Accrued Benefit...................   4.02

ARTICLE V, TERMINATION OF SERVICE - PARTICIPANT VESTING
     5.01   Normal Retirement Age........................................   5.01
     5.02   Participant Disability or Death..............................   5.01
     5.03   Vesting Schedule.............................................   5.01
     5.04   Cash-Out Distributions to Partially-Vested Participants/
            Restoration of Forfeited Accrued Benefit.....................   5.01
     5.05   Segregated Account for Repaid Amount.........................   5.03
     5.06   Year of Service - Vesting....................................   5.03
     5.07   Break in Service - Vesting...................................   5.03
     5.08   Included Years of Service - Vesting..........................   5.03
     5.09   Forfeiture Occurs............................................   5.03

ARTICLE VI, TIME AND METHOD OF PAYMENT OF BENEFITS
     6.01   Time of Payment of Accrued Benefit...........................   6.01
     6.02   Method of Payment of Accrued Benefit.........................   6.03
     6.03   Benefit Payment Elections....................................   6.05
     6.04   Annuity Distributions to Participants and Surviving Spouses..   6.06
     6.05   Waiver Election - Qualified Joint and Survivor Annuity.......   6.07
     6.06   Waiver Election - Preretirement Survivor Annuity.............   6.08
     6.07   Distributions Under Domestic Relations Orders................   6.09

ARTICLE VII, EMPLOYER ADMINISTRATIVE PROVISIONS
     7.01   Information to Committee.....................................   7.01
     7.02   No Liability.................................................   7.01
     7.03   Indemnity of Certain Fiduciaries.............................   7.01
     7.04   Employer Direction of Investment.............................   7.01
     7.05   Amendment to Vesting Schedule................................   7.01

ARTICLE VIII, PARTICIPANT ADMINISTRATIVE PROVISIONS
     8.01   Beneficiary Designation......................................   8.01
     8.02   No Beneficiary Designation/Death of Beneficiary..............   8.01
     8.03   Personal Data to Committee...................................   8.02
     8.04   Address for Notification.....................................   8.02
     8.05   Assignment or Alienation.....................................   8.02
     8.06   Notice of Change in Terms....................................   8.02
     8.07   Litigation Against the Trust.................................   8.02
     8.08   Information Available........................................   8.02
     8.09   Appeal Procedure for Denial of Benefits......................   8.02
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                                                                        <C>
     8.10   Participant Direction of Investment..........................   8.03

ARTICLE IX, ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCOUNTS
     9.01   Members' Compensation, Expenses..............................   9.01
     9.02   Term.........................................................   9.01
     9.03   Powers.......................................................   9.01
     9.04   General......................................................   9.01
     9.05   Funding Policy...............................................   9.02
     9.06   Manner of Action.............................................   9.02
     9.07   Authorized Representative....................................   9.02
     9.08   Interested Member............................................   9.02
     9.09   Individual Accounts..........................................   9.02
     9.10   Value of Participant's Accrued Benefit.......................   9.02
     9.11   Allocation and Distribution of Net Income Gain or Loss.......   9.03
     9.12   Individual Statement.........................................   9.03
     9.13   Account Charged..............................................   9.03
     9.14   Unclaimed Account Procedure..................................   9.04

ARTICLE X, CUSTODIAN/TRUSTEE, POWERS AND DUTIES
     10.01  Acceptance...................................................  10.01
     10.02  Receipt of Contributions.....................................  10.01
     10.03  Investment Powers............................................  10.01
     10.04  Records and Statements.......................................  10.05
     10.05  Fees and Expenses from Fund..................................  10.06
     10.06  Parties to Litigation........................................  10.06
     10.07  Professional Agents..........................................  10.06
     10.08  Distribution of Cash or Property.............................  10.06
     10.09  Distribution Directions......................................  10.06
     10.10  Third Party/Multiple Trustees................................  10.06
     10.11  Resignation..................................................  10.06
     10.12  Removal......................................................  10.07
     10.13  Interim Duties and Successor Trustee.........................  10.07
     10.14  Valuation of Trust...........................................  10.07
     10.15  Limitation on Liability - If Investment Manager, Ancillary
            Trustee or Independent Fiduciary Appointed...................  10.07
     10.16  Investment in Group Trust Fund...............................  10.07
     10.17  Appointment of Ancillary Trustee or Independent Fiduciary....  10.08

ARTICLE XI, PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY
     11.01  Insurance Benefit............................................  11.01
     11.02  Limitation on Life Insurance Protection......................  11.01
     11.03  Definitions..................................................  11.02
     11.04  Dividend Plan................................................  11.02
     11.05  Insurance Company Not a Party to Agreement...................  11.02
     11.06  Insurance Company Not Responsible for Trustee's Actions......  11.03
     11.07  Insurance Company Reliance on Trustee's Signature............  11.03
     11.08  Acquittance..................................................  11.03
     11.09  Duties of Insurance Company..................................  11.03

ARTICLE XII, MISCELLANEOUS
     12.01  Evidence.....................................................  12.01
     12.02  No Responsibility for Employer Action........................  12.01
     12.03  Fiduciaries Not Insurers.....................................  12.01
</TABLE>


                                       iv
<PAGE>
<TABLE>
<S>  <C>                                                                   <C>
     12.04  Waiver of Notice.............................................  12.01
     12.05  Successors...................................................  12.01
     12.06  Word Usage...................................................  12.01
     12.07  State Law....................................................  12.01
     12.08  Employer's Right to Participate..............................  12.01
     12.09  Employment Not Guaranteed....................................  12.02

ARTICLE XIII, EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
     13.01  Exclusive Benefit............................................  13.01
     13.02  Amendment By Employer........................................  13.01
     13.03  Amendment By Regional Prototype Plan Sponsor.................  13.02
     13.04  Discontinuance...............................................  13.02
     13.05  Full Vesting on Termination..................................  13.02
     13.06  Merger/Direct Transfer.......................................  13.02
     13.07  Termination..................................................  13.03

ARTICLE XIV, CODE SECTION 401(k) ARRANGEMENTS
     14.01  Application..................................................  14.01
     14.02  Code Section 401(k) Arrangement..............................  14.01
     14.03  Definitions..................................................  14.02
     14.04  Matching Contributions/Employee Contributions................  14.03
     14.05  Time of Payment of Contributions.............................  14.04
     14.06  Special Allocation Provisions - Deferral Contributions,
            Matching Contributions and Qualified Nonelective
            Contributions................................................  14.04
     14.07  Annual Elective Deferral Limitation..........................  14.05
     14.08  Actual Deferral Percentage ("ADP") Test......................  14.06
     14.09  Nondiscrimination Rules for Employer Matching Contributions/
            Participant Nondeductible Contributions......................  14.08
     14.10  Multiple Use Limitation......................................  14.10
     14.11  Distribution Restrictions....................................  14.11
     14.12  Special Allocation Rules.....................................  14.12

ARTICLE A - APPENDIX TO BASIC PLAN DOCUMENT ...............................  A-1

ARTICLE B - APPENDIX TO BASIC PLAN DOCUMENT ...............................  B-1

ARTICLE C - APPENDIX TO BASIC PLAN DOCUMENT ...............................  C-1

ARTICLE D - APPENDIX TO BASIC PLAN DOCUMENT ...............................  D-1
</TABLE>


                                       v
<PAGE>
                       ALPHABETICAL LISTING OF DEFINITIONS

<TABLE>
<CAPTION>
      PLAN DEFINITION                                           SECTION REFERENCE
                                                                    (PAGE NUMBER)
<S>                                                             <C>
100% Limitation..............................                      3.19(l) (3.09)
Account......................................                         1.14 (1.05)
Accounting Date..............................                         1.20 (1.05)
Accrued Benefit..............................                         1.15 (1.05)
Actual Deferral Percentage ("ADP") Test......                       14.08 (14.06)
Adoption Agreement...........................                         1.04 (1.01)
Advisory Committee...........................                         1.06 (1.02)
Annual Addition..............................                      3.19(a) (3.07)
Average Contribution Percentage Test.........                       14.09 (14.08)
Beneficiary..................................                         1.11 (1.03)
Break in Service for Eligibility Purposes....                         2.03 (2.01)
Break in Service for Vesting Purposes........                         5.07 (5.03)
Cash-out Distribution........................                         5.04 (5.01)
Code.........................................                         1.25 (1.06)
Code Section 411(d)(6) Protected Benefits....                       13.02 (13.01)
Compensation.................................                         1.12 (1.03)
Compensation for Code Section 401(k) Purposes                    14.03(f) (14.02)
Compensation for Code Section 415 Purposes...                      3.19(b) (3.07)
Compensation for Top Heavy Purposes..........                   1.33(B)(3) (1.10)
Contract(s)..................................                    11.03(c) (11.02)
Custodian Designation........................                    10.03[B] (10.02)
Deemed Cash-out Rule.........................                      5.04(C) (5.02)
Deferral Contributions.......................                    14.03(g) (14.02)
Deferral Contributions Account...............                       14.06 (14.04)
Defined Benefit Plan.........................                      3.19(i) (3.08)
Defined Benefit Plan Fraction................                      3.19(j) (3.08)
Defined Contribution Plan....................                      3.19(h) (3.08)
Defined Contribution Plan Fraction...........                      3.19(k) (3.09)
Determination Date...........................                   1.33(B)(7) (1.10)
Disability...................................                         1.28 (1.07)
Distribution Date............................                         6.01 (6.01)
Distribution Restrictions....................                    14.03(m) (14.03)
Earned Income................................                         1.13 (1.05)
Effective Date...............................                         1.18 (1.05)
Elective Deferrals...........................                    14.03(h) (14.02)
Elective Transfer............................                    13.06(A) (13.02)
Eligible Employee............................                    14.03(c) (14.02)
Employee.....................................                         1.07 (1.02)
Employee Contributions.......................                    14.03(n) (14.03)
Employer.....................................                         1.01 (1.01)
Employer Contribution Account................                       14.06 (14.04)
Employer for Code Section 415 Purposes.......                      3.19(c) (3.08)
Employer for Top Heavy Purposes..............                   1.33(B)(6) (1.10)
Employment Commencement Date.................                         2.02 (2.01)
ERISA........................................                         1.24 (1.06)
Excess Aggregate Contributions...............                       14.09 (14.09)
Excess Amount................................                      3.19(d) (3.08)
Excess Contributions.........................                       14.08 (14.07)
</TABLE>


                                       vi
<PAGE>
<TABLE>
<S>                                            <C>
Exempt Participant...........................                         8.01 (8.01)
Forfeiture Break in Service..................                         5.08 (5.03)
Group Trust Fund.............................                       10.16 (10.07)
Hardship.....................................                   6.01(A)(4) (6.02)
Hardship for Code Section 401(k) Purposes....                       14.11 (14.11)
Highly Compensated Employee..................                         1.09 (1.02)
Highly Compensated Group.....................                    14.03(d) (14.02)
Hour of Service..............................                         1.27 (1.06)
Incidental Insurance Benefits................                       11.01 (11.01)
Insurable Participant........................                    11.03(d) (11.02)
Investment Manager...........................                      9.04(i) (9.01)
Issuing Insurance Company....................                    11.03(b) (11.02)
Joint and Survivor Annuity...................                      6.04(A) (6.06)
Key Employee.................................                   1.33(B)(1) (1.10)
Leased Employees.............................                         1.31 (1.08)
Limitation Year..............................  1.17 and 3.19(e) (1.05) and (3.08)
Loan Policy..................................                      9.04(A) (9.02)
Mandatory Contributions......................                       14.04 (14.04)
Mandatory Contributions Account..............                       14.04 (14.04)
Master or Prototype Plan.....................                      3.19(f) (3.08)
Matching Contributions.......................                    14.03(i) (14.03)
Maximum Permissible Amount...................                      3.19(g) (3.08)
Minimum Distribution Incidental Benefit
(MDIB).......................................                      6.02(A) (6.03)
Multiple Use Limitation......................                       14.10 (14.10)
Named Fiduciary..............................                    10.03[D] (10.04)
Nonelective Contributions....................                    14.03(j) (14.03)
Nonforfeitable...............................                         1.16 (1.05)
Nonhighly Compensated Employee...............                    14.03(b) (14.02)
Nonhighly Compensated Group..................                    14.03(e) (14.02)
Non-Key Employee.............................                   1.33(B)(2) (1.10)
Nontransferable Annuity......................                         1.23 (1.05)
Normal Retirement Age........................                         5.01 (5.01)
Owner-Employee...............................                         1.08 (1.02)
Paired Plans.................................                         1.34 (1.10)
Participant..................................                         1.10 (1.03)
Participant Deductible Contributions.........                         4.02 (4.01)
Participant Forfeiture.......................                         3.05 (3.03)
Participant Loans............................                    10.03[E] (10.05)
Participant Nondeductible Contributions......                         4.01 (4.01)
Permissive Aggregation Group.................                   1.33(B)(5) (1.10)
Plan.........................................                         1.03 (1.01)
Plan Administrator...........................                         1.05 (1.02)
Plan Entry Date..............................                         1.19 (1.05)
Plan Year....................................                         1.17 (1.05)
Policy.......................................                    11.03(a) (11.02)
Predecessor Employer.........................                         1.29 (1.07)
Preretirement Survivor Annuity...............                      6.04(B) (6.06)
Qualified Domestic Relations Order...........                         6.07 (6.09)
Qualified Matching Contributions.............                    14.03(k) (14.03)
Qualified Nonelective Contributions..........                    14.03(l) (14.03)
Qualifying Employer Real Property............                    10.03[F] (10.05)
Qualifying Employer Securities...............                    10.03[F] (10.05)
Related Employers............................                         1.30 (1.07)
Required Aggregation Group...................                   1.33(B)(4) (1.10)
</TABLE>


                                      vii
<PAGE>
<TABLE>
<S>                                                              <C>
Required Beginning Date......................                      6.01(B) (6.02)
Rollover Contributions.......................                         4.03 (4.01)
Self-Employed Individual.....................                         1.08 (1.02)
Service......................................                         1.26 (1.06)
Term Life Insurance Contract.................                       11.03 (11.02)
Top Heavy Minimum Allocation.................                      3.04(B) (3.01)
Top Heavy Ratio..............................                         1.33 (1.09)
Trust........................................                         1.21 (1.05)
Trustee......................................                         1.02 (1.01)
Trustee Designation..........................                    10.03[A] (10.01)
Trust Fund...................................                         1.22 (1.05)
Weighted Average Allocation Method...........                       14.12 (14.12)
Year of Service for Eligibility Purposes.....                         2.02 (2.01)
Year of Service for Vesting Purposes.........                         5.06 (5.03)
</TABLE>


                                      viii
<PAGE>
                        WELLS FARGO BANK NEW MEXICO, N.A.

              DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENT
                            BASIC PLAN DOCUMENT # 01

      Wells Fargo Bank New Mexico, N.A., in its capacity as Master Plan Sponsor,
establishes this Master Plan intended to conform to and qualify under Section
401 and Section 501 of the Internal Revenue Code of 1986, as amended. An
Employer establishes a Plan and Trust under this Master Plan by executing an
Adoption Agreement. If the Employer adopts this Plan as a restated Plan in
substitution for, and in amendment of, an existing plan, the provisions of this
Plan, as a restated Plan, apply solely to an Employee whose employment with the
Employer terminates on or after the restated Effective Date of the Employer's
Plan. If an Employee's employment with the Employer terminates prior to the
restated Effective Date, that Employee is entitled to benefits under the Plan as
the Plan existed on the date of the Employee's termination of employment.

                                    ARTICLE I
                                   DEFINITIONS

      1.01 "Employer" means each employer who adopts this Plan by executing an
Adoption Agreement.

      1.02 "Trustee" means the person or persons who as Trustee execute the
Employer's Adoption Agreement, or any successor in office who in writing accepts
the position of Trustee. The Employer must designate in its Adoption Agreement
whether the Trustee will administer the Trust as a discretionary Trustee or as a
nondiscretionary Trustee. If a person acts as a discretionary Trustee, the
Employer also may appoint a Custodian. See Article X. If the Master Plan Sponsor
is a bank, savings and loan, credit union or similar financial institution, a
person other than the Master Plan Sponsor (or its affiliate) may not serve as
Trustee or as Custodian of the Employer's Plan without the written consent of
the Master Plan Sponsor.

      1.03 "Plan" means the retirement plan established or continued by the
Employer in the form of this Agreement, including the Adoption Agreement under
which the Employer has elected to participate in this Master Plan. The Employer
must designate the name of the Plan in its Adoption Agreement. An Employer may
execute more than one Adoption Agreement offered under this Master Plan, each of
which will constitute a separate Plan and Trust established or continued by that
Employer. The Plan and the Trust created by each adopting Employer is a separate
Plan and a separate Trust, independent from the plan and the trust of any other
employer adopting this Master Plan. All section references within the Plan are
Plan section references unless the context clearly indicates otherwise.

      1.04 "Adoption Agreement" means the document executed by each Employer
adopting this Master Plan. The terms of this Master Plan as modified by the
terms of an adopting Employer's Adoption Agreement constitute a separate Plan
and Trust to be construed as a single Agreement. Each elective provision of the
Adoption Agreement corresponds by section reference to the section of the Plan
which grants the election. Each Adoption Agreement offered under this Master
Plan is either a Nonstandardized Plan or a Standardized Plan, as identified in
the preamble to that Adoption Agreement. The provisions of this Master Plan
apply equally to Nonstandardized Plans and to Standardized Plans unless
otherwise specified.


                                      1.01
<PAGE>
      1.05 "Plan Administrator" is the Employer unless the Employer designates
another person to hold the position of Plan Administrator. In addition to his
other duties, the Plan Administrator has full responsibility for compliance with
the reporting and disclosure rules under ERISA as respects this Agreement.

      1.06 "Advisory Committee" means the Employer's Advisory Committee as from
time to time constituted.

      1.07 "Employee" means any employee (including a Self-Employed Individual)
of the Employer. The Employer must specify in its Adoption Agreement any
Employee, or class of Employees, not eligible to participate in the Plan. If the
Employer elects to exclude collective bargaining employees, the exclusion
applies to any employee of the Employer included in a unit of employees covered
by an agreement which the Secretary of Labor finds to be a collective bargaining
agreement between employee representatives and one or more employers unless the
collective bargaining agreement requires the employee to be included within the
Plan. The term "employee representatives" does not include any organization more
than half the members of which are owners, officers, or executives of the
Employer.

      1.08 "Self-Employed Individual/Owner-Employee." "Self-Employed Individual"
means an individual who has Earned Income (or who would have had Earned Income
but for the fact that the trade or business did not have net earnings) for the
taxable year from the trade or business for which the Plan is established.
"Owner-Employee" means a Self-Employed Individual who is the sole proprietor in
the case of a sole proprietorship. If the Employer is a partnership,
"Owner-Employee" means a Self-Employed Individual who is a partner and owns more
than 10% of either the capital or profits interest of the partnership.

      1.09 "Highly Compensated Employee" means an Employee who, during the Plan
Year or during the preceding 12-month period:

      (a) is a more than 5% owner of the Employer (applying the constructive
      ownership rules of Code Section 318, and applying the principles of Code
      Section 318, for an unincorporated entity);

      (b) has Compensation in excess of $75,000 (as adjusted by the Commissioner
      of Internal Revenue for the relevant year);

      (c) has Compensation in excess of $50,000 (as adjusted by the Commissioner
      of Internal Revenue for the relevant year) and is part of the top-paid 20%
      group of employees (based on Compensation for the relevant year); or

      (d) has Compensation in excess of 50% of the dollar amount prescribed in
      Code Section 415(b)(1)(A) (relating to defined benefit plans) and is an
      officer of the Employer.

      If the Employee satisfies the definition in clause (b), (c) or (d) in the
Plan Year but does not satisfy clause (b), (c) or (d) during the preceding
12-month period and does not satisfy clause (a) in either period, the Employee
is a Highly Compensated Employee only if he is one of the 100 most highly
compensated Employees for the Plan Year. The number of officers taken into
account under clause (d) will not exceed the greater of 3 or 10% of the total
number (after application of the Code Section 414(q) exclusions) of Employees,
but no more than 50 officers. If no Employee satisfies the Compensation
requirement in clause (d) for the relevant year, the Advisory Committee will
treat the highest paid officer as satisfying clause (d) for that year.


                                      1.02
<PAGE>
      For purposes of this Section 1.09, "Compensation" means Compensation as
defined in Section 1.12, except any exclusions from Compensation elected in the
Employer's Adoption Agreement Section 1.12 do not apply, and Compensation must
include "elective contributions" (as defined in Section 1.12). The Advisory
Committee must make the determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of the top paid 20%
group, the top 100 paid Employees, the number of officers includible in clause
(d) and the relevant Compensation, consistent with Code Section 414(q) and
regulations issued under that Code section. The Employer may make a calendar
year election to determine the Highly Compensated Employees for the Plan Year,
as prescribed by Treasury regulations. A calendar year election must apply to
all plans and arrangements of the Employer. For purposes of applying any
nondiscrimination test required under the Plan or under the Code, in a manner
consistent with applicable Treasury regulations, the Advisory Committee will
treat a Highly Compensated Employee and all family members (a spouse, a lineal
ascendant or descendant, or a spouse of a lineal ascendant or descendant) as a
single Highly Compensated Employee, but only if the Highly Compensated Employee
is a more than 5% owner or is one of the 10 Highly Compensated Employees with
the greatest Compensation for the Plan Year. This aggregation rule applies to a
family member even if that family member is a Highly Compensated Employee
without family aggregation.

      The term "Highly Compensated Employee" also includes any former Employee
who separated from Service (or has a deemed Separation from Service, as
determined under Treasury regulations) prior to the Plan Year, performs no
Service for the Employer during the Plan Year, and was a Highly Compensated
Employee either for the separation year or any Plan Year ending on or after his
55th birthday. If the former Employee's Separation from Service occurred prior
to January 1, 1987, he is a Highly Compensated Employee only if he satisfied
clause (a) of this Section 1.09 or received Compensation in excess of $50,000
during: (1) the year of his Separation from Service (or the prior year); or (2)
any year ending after his 54th birthday.

      1.10 "Participant" is an Employee who is eligible to be and becomes a
Participant in accordance with the provisions of Section 2.01.

      1.11 "Beneficiary" is a person designated by a Participant who is or may
become entitled to a benefit under the Plan. A Beneficiary who becomes entitled
to a benefit under the Plan remains a Beneficiary under the Plan until the
Trustee has fully distributed his benefit to him. A Beneficiary's right to (and
the Plan Administrator's, the Advisory Committee's or a Trustee's duty to
provide to the Beneficiary) information or data concerning the Plan does not
arise until he first becomes entitled to receive a benefit under the Plan.

      1.12 "Compensation" means, except as provided in the Employer's Adoption
Agreement, the Participant's Earned Income, wages, salaries, fees for
professional service and other amounts received for personal services actually
rendered in the course of employment with the Employer maintaining the plan
(including, but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses). The Employer must elect in its Adoption Agreement
whether to include elective contributions in the definition of Compensation.
"Elective contributions" are amounts excludible from the Employee's gross income
under Code Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by the
Employer, at the Employee's election, to a Code Section 401(k) arrangement, a
Simplified Employee Pension, cafeteria plan or tax-sheltered annuity. The term
"Compensation" does not include:

      (a) Employer contributions (other than "elective contributions," if
      includible in the definition of Compensation under Section 1.12 of the
      Employer's Adoption Agreement) to a plan of deferred compensation to the
      extent the contributions are not included in the gross income of the
      Employee for the taxable year in which contributed, on behalf of an
      Employee to a Simplified Employee Pension Plan to the extent such
      contributions are excludible from the Employee's gross income, and any
      distributions from a plan of deferred compensation, regardless of whether
      such amounts are includible in the gross income of the Employee when
      distributed.

      (b) Amounts realized from the exercise of a non-qualified stock option, or
      when restricted stock (or property) held by an Employee either becomes
      freely transferable or is no longer subject to a substantial risk of
      forfeiture.


                                      1.03
<PAGE>
      (c) Amounts realized from the sale, exchange or other disposition of stock
      acquired under a stock option described in Part II, Subchapter D, Chapter
      1 of the Code.

      (d) Other amounts which receive special tax benefits, such as premiums for
      group term life insurance (but only to the extent that the premiums are
      not includible in the gross income of the Employee), or contributions made
      by an Employer (whether or not under a salary reduction agreement) towards
      the purchase of an annuity contract described in Code Section 403(b)
      (whether or not the contributions are excludible from the gross income of
      the Employee), other than "elective contributions," if elected in the
      Employer's Adoption Agreement.

      Any reference in this Plan to Compensation is a reference to the
definition in this Section 1.12, unless the Plan reference specifies a
modification to this definition. The Advisory Committee will take into account
only Compensation actually paid for the relevant period. A Compensation payment
includes Compensation by the Employer through another person under the common
paymaster provisions in Code Sections 3121 and 3306.

(A) LIMITATIONS ON COMPENSATION.

      (1) COMPENSATION DOLLAR LIMITATION. For any Plan Year beginning after
December 31, 1988, the Advisory Committee must take into account only the first
$200,000 (or beginning January 1, 1990, such larger amount as the Commissioner
of Internal Revenue may prescribe) of any Participant's Compensation. For any
Plan Year beginning prior to January 1, 1989, this $200,000 limitation (but not
the family aggregation requirement described in the next paragraph) applies only
if the Plan is top heavy for such Plan Year or operates as a deemed top heavy
plan for such Plan Year.

      (2) APPLICATION OF COMPENSATION LIMITATION TO CERTAIN FAMILY MEMBERS. The
$200,000 Compensation limitation applies to the combined Compensation of the
Employee and of any family member aggregated with the Employee under Section
1.09 who is either (i) the Employee's spouse; or (ii) the Employee's lineal
descendant under the age of 19. If, for a Plan Year, the combined Compensation
of the Employee and such family members who are Participants entitled to an
allocation for that Plan Year exceeds the $200,000 (or adjusted) limitation,
"Compensation" for each such Participant, for purposes of the contribution and
allocation provisions of Article III, means his Adjusted Compensation. Adjusted
Compensation is the amount which bears the same ratio to the $200,000 (or
adjusted) limitation as the affected Participant's Compensation (without regard
to the $200,000 Compensation limitation) bears to the combined Compensation of
all the affected Participants in the family unit. If the Plan uses permitted
disparity, the Advisory Committee must determine the integration level of each
affected family member Participant prior to the proration of the $200,000
Compensation limitation, but the combined integration level of the affected
Participants may not exceed $200,000 (or the adjusted limitation). The combined
Excess Compensation of the affected Participants in the family unit may not
exceed $200,000 (or the adjusted limitation) minus the affected Participants'
combined integration level (as determined under the preceding sentence). If the
combined Excess Compensation exceeds this limitation, the Advisory Committee
will prorate the Excess Compensation limitation among the affected Participants
in the family unit in proportion to each such individual's Adjusted Compensation
minus his integration level. If the Employer's Plan is a Nonstandardized Plan,
the Employer may elect to use a different method in determining the Adjusted
Compensation of the affected Participants by specifying that method in an
addendum to the Adoption Agreement, numbered Section 1.12.

(B) NONDISCRIMINATION. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.12, except: (1) the Employer may elect
to include or to exclude elective contributions, irrespective of the Employer's
election in its Adoption Agreement regarding elective contributions; and (2) the
Employer will not give effect to any elections made in the "modifications to
Compensation definition" section of Adoption Agreement Section 1.12. The
Employer's election described in clause (1) must be consistent and uniform with
respect to all Employees and all plans of the Employer for any particular Plan
Year. If the Employer's Plan is a Nonstandardized Plan, the Employer,
irrespective of clause (2), may elect to exclude from this nondiscrimination
definition of Compensation any items of Compensation excludible under Code
Section 414(s) and the applicable Treasury regulations, provided such adjusted
definition conforms to the nondiscrimination requirements of those regulations.


                                      1.04
<PAGE>
      1.13 "Earned Income" means net earnings from self-employment in the trade
or business with respect to which the Employer has established the Plan,
provided personal services of the individual are a material income producing
factor. The Advisory Committee will determine net earnings without regard to
items excluded from gross income and the deductions allocable to those items.
The Advisory Committee will determine net earnings after the deduction allowed
to the Self-Employed Individual for all contributions made by the Employer to a
qualified plan and, for Plan Years beginning after December 31, 1989, the
deduction allowed to the Self-Employed under Code Section 164(f) for
self-employment taxes.

      1.14 "Account" means the separate account(s) which the Advisory Committee
or the Trustee maintains for a Participant under the Employer's Plan.

      1.15 "Accrued Benefit" means the amount standing in a Participant's
Account(s) as of any date derived from both Employer contributions and Employee
contributions, if any.

      1.16 "Nonforfeitable" means a Participant's or Beneficiary's unconditional
claim, legally enforceable against the Plan, to the Participant's Accrued
Benefit.

      1.17 "Plan Year" means the fiscal year of the Plan, the consecutive month
period specified in the Employer's Adoption Agreement. The Employer's Adoption
Agreement also must specify the "Limitation Year" applicable to the limitations
on allocations described in Article III. If the Employer maintains Paired Plans,
each Plan must have the same Plan Year.

      1.18 "Effective Date" of this Plan is the date specified in the Employer's
Adoption Agreement.

      1.19 "Plan Entry Date" means the date(s) specified in Section 2.01 of the
Employer's Adoption Agreement.

      1.20 "Accounting Date" is the last day of an Employer's Plan Year. Unless
otherwise specified in the Plan, the Advisory Committee will make all Plan
allocations for a particular Plan Year as of the Accounting Date of that Plan
Year.

      1.21 "Trust" means the separate Trust created under the Employer's Plan.

      1.22 "Trust Fund" means all property of every kind held or acquired by the
Employer's Plan, other than incidental benefit insurance contracts.

      1.23 "Nontransferable Annuity" means an annuity which by its terms
provides that it may not be sold, assigned, discounted, pledged as collateral
for a loan or security for the performance of an obligation or for any purpose
to any person other than the insurance company. If the Plan distributes an
annuity contract, the contract must be a Nontransferable Annuity.

      1.24 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

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

      1.26 "Service" means any period of time the Employee is in the employ of
the Employer, including any period the Employee is on an unpaid leave of absence
authorized by the Employer under a uniform, nondiscriminatory policy applicable
to all Employees. "Separation from Service" means the Employee no longer has an
employment relationship with the Employer maintaining this Plan.


                                      1.05
<PAGE>
      1.27 "Hour of Service" means:

      (a) Each Hour of Service for which the Employer, either directly or
      indirectly, pays an Employee, or for which the Employee is entitled to
      payment, for the performance of duties. The Advisory Committee credits
      Hours of Service under this paragraph (a) to the Employee for the
      computation period in which the Employee performs the duties, irrespective
      of when paid;

      (b) Each Hour of Service for back pay, irrespective of mitigation of
      damages, to which the Employer has agreed or for which the Employee has
      received an award. The Advisory Committee credits Hours of Service under
      this paragraph (b) to the Employee for the computation period(s) to which
      the award or the agreement pertains rather than for the computation period
      in which the award, agreement or payment is made; and

      (c) Each Hour of Service for which the Employer, either directly or
      indirectly, pays an Employee, or for which the Employee is entitled to
      payment (irrespective of whether the employment relationship is
      terminated), for reasons other than for the performance of duties during a
      computation period, such as leave of absence, vacation, holiday, sick
      leave, illness, incapacity (including disability), layoff, jury duty or
      military duty. The Advisory Committee will credit no more than 501 Hours
      of Service under this paragraph (c) to an Employee on account of any
      single continuous period during which the Employee does not perform any
      duties (whether or not such period occurs during a single computation
      period). The Advisory Committee credits Hours of Service under this
      paragraph (c) in accordance with the rules of paragraphs (b) and (c) of
      Labor Reg. Section 2530.200b-2, which the Plan, by this reference,
      specifically incorporates in full within this paragraph (c).

      The Advisory Committee will not credit an Hour of Service under more than
one of the above paragraphs. A computation period for purposes of this Section
1.27 is the Plan Year, Year of Service period, Break in Service period or other
period, as determined under the Plan provision for which the Advisory Committee
is measuring an Employee's Hours of Service. The Advisory Committee will resolve
any ambiguity with respect to the crediting of an Hour of Service in favor of
the Employee.

(A) METHOD OF CREDITING HOURS OF SERVICE. The Employer must elect in its
Adoption Agreement the method the Advisory Committee will use in crediting an
Employee with Hours of Service. For purposes of the Plan, "actual" method means
the determination of Hours of Service from records of hours worked and hours for
which the Employer makes payment or for which payment is due from the Employer.
If the Employer elects to apply an "equivalency" method, for each equivalency
period for which the Advisory Committee would credit the Employee with at least
one Hour of Service, the Advisory Committee will credit the Employee with: (i)
10 Hours of Service for a daily equivalency; (ii) 45 Hours of Service for a
weekly equivalency; (iii) 95 Hours of Service for a semimonthly payroll period
equivalency; and (iv) 190 Hours of Service for a monthly equivalency.

(B) MATERNITY/PATERNITY LEAVE. Solely for purposes of determining whether the
Employee incurs a Break in Service under any provision of this Plan, the
Advisory Committee must credit Hours of Service during an Employee's unpaid
absence period due to maternity or paternity leave. The Advisory Committee
considers an Employee on maternity or paternity leave if the Employee's absence
is due to the Employee's pregnancy, the birth of the Employee's child, the
placement with the Employee of an adopted child, or the care of the Employee's
child immediately following the child's birth or placement. The Advisory
Committee credits Hours of Service under this paragraph on the basis of the
number of Hours of Service the Employee would receive if he were paid during the
absence period or, if the Advisory Committee cannot determine the number of
Hours of Service the Employee would receive, on the basis of 8 hours per day
during the absence period. The Advisory Committee will credit only the number
(not exceeding 501) of Hours of Service necessary to prevent an Employee's Break
in Service. The Advisory Committee credits all Hours of Service described in
this paragraph to the computation period in which the absence period begins or,
if the Employee does not need these Hours of Service to prevent a Break in
Service in the computation period in which his absence period begins, the
Advisory Committee credits these Hours of Service to the immediately following
computation period.


                                      1.06
<PAGE>
      1.28 "Disability" means the Participant, because of a physical or mental
disability, will be unable to perform the duties of his customary position of
employment (or is unable to engage in any substantial gainful activity) for an
indefinite period which the Advisory Committee considers will be of long
continued duration. A Participant also is disabled if he incurs the permanent
loss or loss of use of a member or function of the body, or is permanently
disfigured, and incurs a Separation from Service. The Plan considers a
Participant disabled on the date the Advisory Committee determines the
Participant satisfies the definition of disability. The Advisory Committee may
require a Participant to submit to a physical examination in order to confirm
disability. The Advisory Committee will apply the provisions of this Section
1.28 in a nondiscriminatory, consistent and uniform manner. If the Employer's
Plan is a Nonstandardized Plan, the Employer may provide an alternate definition
of disability in an addendum to its Adoption Agreement, numbered Section 1.28.

      1.29 SERVICE FOR PREDECESSOR EMPLOYER. If the Employer maintains the plan
of a predecessor employer, the Plan treats service of the Employee with the
predecessor employer as service with the Employer. If the Employer does not
maintain the plan of a predecessor employer, the Plan does not credit service
with the predecessor employer, unless the Employer identifies the predecessor in
its Adoption Agreement and specifies the purposes for which the Plan will credit
service with that predecessor employer.

      1.30 RELATED EMPLOYERS. A related group is a controlled group of
corporations (as defined in Code Section 414(b)), trades or businesses (whether
or not incorporated) which are under common control (as defined in Code Section
414(c)) or an affiliated service group (as defined in Code Section 414(m) or in
Code Section 414(o)). If the Employer is a member of a related group, the term
"Employer" includes the related group members for purposes of crediting Hours of
Service, determining Years of Service and Breaks in Service under Articles II
and V, applying the Participation Test and the Coverage Test under Section
3.06(E), applying the limitations on allocations in Part 2 of Article III,
applying the top heavy rules and the minimum allocation requirements of Article
III, the definitions of Employee, Highly Compensated Employee, Compensation and
Leased Employee, and for any other purpose required by the applicable Code
section or by a Plan provision. However, an Employer may contribute to the Plan
only by being a signatory to the Execution Page of the Adoption Agreement or to
a Participation Agreement to the Employer's Adoption Agreement. If one or more
of the Employer's related group members become Participating Employers by
executing a Participation Agreement to the Employer's Adoption Agreement, the
term "Employer" includes the participating related group members for all
purposes of the Plan, and "Plan Administrator" means the Employer that is the
signatory to the Execution Page of the Adoption Agreement.

      If the Employer's Plan is a Standardized Plan, all Employees of the
Employer or of any member of the Employer's related group, are eligible to
participate in the Plan, irrespective of whether the related group member
directly employing the Employee is a Participating Employer. If the Employer's
Plan is a Nonstandardized Plan, the Employer must specify in Section 1.07 of its
Adoption Agreement, whether the Employees of related group members that are not
Participating Employers are eligible to participate in the Plan. Under a
Nonstandardized Plan, the Employer may elect to exclude from the definition of
"Compensation" for allocation purposes any Compensation received from a related
employer that has not executed a Participation Agreement and whose Employees are
not eligible to participate in the Plan.

      1.31 LEASED EMPLOYEES. The Plan treats a Leased Employee as an Employee of
the Employer. A Leased Employee is an individual (who otherwise is not an
Employee of the Employer) who, pursuant to a leasing agreement between the
Employer and any other person, has performed services for the Employer (or for
the Employer and any persons related to the Employer within the meaning of Code
Section 144(a)(3)) on a substantially full time basis for at least one year and
who performs services historically performed by employees in the Employer's
business field. If a Leased Employee is treated as an Employee by reason of this
Section 1.31 of the Plan, "Compensation" includes Compensation from the leasing
organization which is attributable to services performed for the Employer.


                                      1.07
<PAGE>
(A) SAFE HARBOR PLAN EXCEPTION. The Plan does not treat a Leased Employee as an
Employee if the leasing organization covers the employee in a safe harbor plan
and, prior to application of this safe harbor plan exception, 20% or less of the
Employer's Employees (other than Highly Compensated Employees) are Leased
Employees. A safe harbor plan is a money purchase pension plan providing
immediate participation, full and immediate vesting, and a nonintegrated
contribution formula equal to at least 10% of the employee's compensation
without regard to employment by the leasing organization on a specified date.
The safe harbor plan must determine the 10% contribution on the basis of
compensation as defined in Code Section 415(c)(3) plus elective contributions
(as defined in Section 1.12).

(B) OTHER REQUIREMENTS. The Advisory Committee must apply this Section 1.31 in a
manner consistent with Code Sections 414(n) and 414(o) and the regulations
issued under those Code sections. The Employer must specify in the Adoption
Agreement the manner in which the Plan will determine the allocation of Employer
contributions and Participant forfeitures on behalf of a Participant if the
Participant is a Leased Employee covered by a plan maintained by the leasing
organization.

      1.32 SPECIAL RULES FOR OWNER-EMPLOYEES. The following special provisions
and restrictions apply to Owner-Employees:

      (a) If the Plan provides contributions or benefits for an Owner-Employee
      or for a group of Owner-Employees who controls the trade or business with
      respect to which this Plan is established and the Owner-Employee or
      Owner-Employees also control as Owner-Employees one or more other trades
      or businesses, plans must exist or be established with respect to all the
      controlled trades or businesses so that when the plans are combined they
      form a single plan which satisfies the requirements of Code Section 401(a)
      and Code Section 401(d) with respect to the employees of the controlled
      trades or businesses.

      (b) The Plan excludes an Owner-Employee or group of Owner-Employees if the
      Owner-Employee or group of Owner-Employees controls any other trade or
      business, unless the employees of the other controlled trade or business
      participate in a plan which satisfies the requirements of Code Section
      401(a) and Code Section 401(d). The other qualified plan must provide
      contributions and benefits which are not less favorable than the
      contributions and benefits provided for the Owner-Employee or group of
      Owner-Employees under this Plan, or if an Owner-Employee is covered under
      another qualified plan as an Owner-Employee, then the plan established
      with respect to the trade or business he does control must provide
      contributions or benefits as favorable as those provided under the most
      favorable plan of the trade or business he does not control. If the
      exclusion of this paragraph (b) applies and the Employer's Plan is a
      Standardized Plan, the Employer may not participate or continue to
      participate in this Master Plan and the Employer's Plan becomes an
      individually-designed plan for purposes of qualification reliance.

      (c) For purposes of paragraphs (a) and (b) of this Section 1.32, an
      Owner-Employee or group of Owner-Employees controls a trade or business if
      the Owner-Employee or Owner-Employees together (1) own the entire interest
      in an unincorporated trade or business, or (2) in the case of a
      partnership, own more than 50% of either the capital interest or the
      profits interest in the partnership.


                                      1.08
<PAGE>
      1.33 DETERMINATION OF TOP HEAVY STATUS. If this Plan is the only qualified
plan maintained by the Employer, the Plan is top heavy for a Plan Year if the
top heavy ratio as of the Determination Date exceeds 60%. The top heavy ratio is
a fraction, the numerator of which is the sum of the present value of Accrued
Benefits of all Key Employees as of the Determination Date and the denominator
of which is a similar sum determined for all Employees. The Advisory Committee
must include in the top heavy ratio, as part of the present value of Accrued
Benefits, any contribution not made as of the Determination Date but includible
under Code Section 416 and the applicable Treasury regulations, and
distributions made within the Determination Period. The Advisory Committee must
calculate the top heavy ratio by disregarding the Accrued Benefit (and
distributions, if any, of the Accrued Benefit) of any Non-Key Employee who was
formerly a Key Employee, and by disregarding the Accrued Benefit (including
distributions, if any, of the Accrued Benefit) of an individual who has not
received credit for at least one Hour of Service with the Employer during the
Determination Period. The Advisory Committee must calculate the top heavy ratio,
including the extent to which it must take into account distributions, rollovers
and transfers, in accordance with Code Section 416 and the regulations under
that Code section.

      If the Employer maintains other qualified plans (including a simplified
employee pension plan), or maintained another such plan which now is terminated,
this Plan is top heavy only if it is part of the Required Aggregation Group, and
the top heavy ratio for the Required Aggregation Group and for the Permissive
Aggregation Group, if any, each exceeds 60%. The Advisory Committee will
calculate the top heavy ratio in the same manner as required by the first
paragraph of this Section 1.33, taking into account all plans within the
Aggregation Group. To the extent the Advisory Committee must take into account
distributions to a Participant, the Advisory Committee must include
distributions from a terminated plan which would have been part of the Required
Aggregation Group if it were in existence on the Determination Date. The
Advisory Committee will calculate the present value of accrued benefits under
defined benefit plans or simplified employee pension plans included within the
group in accordance with the terms of those plans, Code Section 416 and the
regulations under that Code section. If a Participant in a defined benefit plan
is a Non-Key Employee, the Advisory Committee will determine his accrued benefit
under the accrual method, if any, which is applicable uniformly to all defined
benefit plans maintained by the Employer or, if there is no uniform method, in
accordance with the slowest accrual rate permitted under the fractional rule
accrual method described in Code Section 411(b)(1)(C). If the Employer maintains
a defined benefit plan, the Employer must specify in Adoption Agreement Section
3.18 the actuarial assumptions (interest and mortality only) the Advisory
Committee will use to calculate the present value of benefits from a defined
benefit plan. If an aggregated plan does not have a valuation date coinciding
with the Determination Date, the Advisory Committee must value the Accrued
Benefits in the aggregated plan as of the most recent valuation date falling
within the twelve-month period ending on the Determination Date, except as Code
Section 416 and applicable Treasury regulations require for the first and second
plan year of a defined benefit plan. The Advisory Committee will calculate the
top heavy ratio with reference to the Determination Dates that fall within the
same calendar year.

(A) STANDARDIZED PLAN. If the Employer's Plan is a Standardized Plan, the Plan
operates as a deemed top heavy plan in all Plan Years, except, if the
Standardized Plan includes a Code Section 401(k) arrangement, the Employer may
elect to apply the top heavy requirements only in Plan Years for which the Plan
actually is top heavy. Under a deemed top heavy plan, the Advisory Committee
need not determine whether the Plan actually is top heavy. However, if the
Employer, in Adoption Agreement Section 3.18, elects to override the 100%
limitation, the Advisory Committee will need to determine whether a deemed top
heavy Plan's top heavy ratio for a Plan Year exceeds 90%.


                                      1.09
<PAGE>
(B) DEFINITIONS. For purposes of applying the provisions of this Section 1.33:

      (1) "Key Employee" means, as of any Determination Date, any Employee or
      former Employee (or Beneficiary of such Employee) who, for any Plan Year
      in the Determination Period: (i) has Compensation in excess of 50% of the
      dollar amount prescribed in Code Section 415(b)(1)(A) (relating to defined
      benefit plans) and is an officer of the Employer; (ii) has Compensation in
      excess of the dollar amount prescribed in Code Section 415(c)(1)(A)
      (relating to defined contribution plans) and is one of the Employees
      owning the ten largest interests in the Employer; (iii) is a more than 5%
      owner of the Employer; or (iv) is a more than 1% owner of the Employer and
      has Compensation of more than $150,000. The constructive ownership rules
      of Code Section 318 (or the principles of that section, in the case of an
      unincorporated Employer,) will apply to determine ownership in the
      Employer. The number of officers taken into account under clause (i) will
      not exceed the greater of 3 or 10% of the total number (after application
      of the Code Section 414(q) exclusions) of Employees, but no more than 50
      officers. The Advisory Committee will make the determination of who is a
      Key Employee in accordance with Code Section 416(i)(1) and the regulations
      under that Code section.

      (2) "Non-Key Employee" is an employee who does not meet the definition of
      Key Employee.

      (3) "Compensation" means Compensation as determined under Section 1.09 for
      purposes of identifying Highly Compensated Employees.

      (4) "Required Aggregation Group" means: (i) each qualified plan of the
      Employer in which at least one Key Employee participates at any time
      during the Determination Period; and (ii) any other qualified plan of the
      Employer which enables a plan described in clause (i) to meet the
      requirements of Code Section 401(a)(4) or of Code Section 410.

      (5) "Permissive Aggregation Group" is the Required Aggregation Group plus
      any other qualified plans maintained by the Employer, but only if such
      group would satisfy in the aggregate the requirements of Code Section
      401(a)(4) and of Code Section 410. The Advisory Committee will determine
      the Permissive Aggregation Group.

      (6) "Employer" means the Employer that adopts this Plan and any related
      employers described in Section 1.30.

      (7) "Determination Date" for any Plan Year is the Accounting Date of the
      preceding Plan Year or, in the case of the first Plan Year of the Plan,
      the Accounting Date of that Plan Year. The "Determination Period" is the 5
      year period ending on the Determination Date.

      1.34 "Paired Plans" means the Employer has adopted two Standardized Plan
Adoption Agreements offered with this Master Plan, one Adoption Agreement being
a Paired Profit Sharing Plan and one Adoption Agreement being a Paired Pension
Plan. A Paired Profit Sharing Plan may include a Code Section 401(k)
arrangement. A Paired Pension Plan must be a money purchase pension plan or a
target benefit pension plan. Paired Plans must be the subject of a favorable
opinion letter issued by the National Office of the Internal Revenue Service.
This Master Plan does not pair any of its Standardized Plan Adoption Agreements
with Standardized Plan Adoption Agreements under a defined benefit master plan.

                          * * * * * * * * * * * * * * *


                                     1.10
<PAGE>
                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

      2.01 ELIGIBILITY. Each Employee becomes a Participant in the Plan in
accordance with the participation option selected by the Employer in its
Adoption Agreement. If this Plan is a restated Plan, each Employee who was a
Participant in the Plan on the day before the Effective Date continues as a
Participant in the Plan, irrespective of whether he satisfies the participation
conditions in the restated Plan, unless otherwise provided in the Employer's
Adoption Agreement.

      2.02 YEAR OF SERVICE - PARTICIPATION. For purposes of an Employee's
participation in the Plan under Adoption Agreement Section 2.01, the Plan takes
into account all of his Years of Service with the Employer, except as provided
in Section 2.03. "Year of Service" means an eligibility computation period
during which the Employee completes not less than the number of Hours of Service
specified in the Employer's Adoption Agreement. The initial eligibility
computation period is the first 12 consecutive month period measured from the
Employment Commencement Date. The Plan measures succeeding eligibility
computation periods in accordance with the option selected by the Employer in
its Adoption Agreement. If the Employer elects to measure subsequent periods on
a Plan Year basis, an Employee who receives credit for the required number of
Hours of Service during the initial eligibility computation period and during
the first applicable Plan Year will receive credit for two Years of Service
under Article II. "Employment Commencement Date" means the date on which the
Employee first performs an Hour of Service for the Employer. If the Employer
elects a service condition under Adoption Agreement Section 2.01 based on
months, the Plan does not apply any Hour of Service requirement after the
completion of the first Hour of Service.

      2.03 BREAK IN SERVICE - PARTICIPATION. An Employee incurs a "Break in
Service" if during any 12 consecutive month period he does not complete more
than 500 Hours of Service with the Employer. The "12 consecutive month period"
under this Section 2.03 is the same 12 consecutive month period for which the
Plan measures "Years of Service" under Section 2.02.

(A) 2-YEAR ELIGIBILITY. If the Employer elects a 2 years of service condition
for eligibility purposes under Adoption Agreement Section 2.01, the Plan treats
an Employee who incurs a one year Break in Service and who has never become a
Participant as a new Employee on the date he first performs an Hour of Service
for the Employer after the Break in Service.

(B) SUSPENSION OF YEARS OF SERVICE. The Employer must elect in its Adoption
Agreement whether a Participant will incur a suspension of Years of Service
after incurring a one year Break in Service. If this rule applies under the
Employer's Plan, the Plan disregards a Participant's Years of Service (as
defined in Section 2.02) earned prior to a Break in Service until the
Participant completes another Year of Service and the Plan suspends the
Participant's participation in the Plan. If the Participant completes a Year of
Service following his Break in Service, the Plan restores that Participant's
pre-Break Years of Service (and the Participant resumes active participation in
the Plan) retroactively to the first day of the computation period in which the
Participant earns the first post-Break Year of Service. The initial computation
period under this Section 2.03(B) is the 12 consecutive month period measured
from the date the Participant first receives credit for an Hour of Service
following the one year Break in Service period. The Plan measures any subsequent
periods, if necessary, in a manner consistent with the computation period
selection in Adoption Agreement Section 2.02. This Section 2.03(B) does not
affect a Participant's vesting credit under Article V and, during a suspension
period, the Participant's Account continues to share fully in Trust Fund
allocations under Section 9.11. Furthermore, this Section 2.03(B) will not
result in the restoration of any Year of Service disregarded under the Break in
Service rule of Section 2.03(A).


                                      2.01
<PAGE>
      2.04 PARTICIPATION UPON RE-EMPLOYMENT. A Participant whose employment with
the Employer terminates will re-enter the Plan as a Participant on the date of
his re-employment, subject to the Break in Service rule, if applicable, under
Section 2.03(B). An Employee who satisfies the Plan's eligibility conditions but
who terminates employment with the Employer prior to becoming a Participant will
become a Participant on the later of the Plan Entry Date on which he would have
entered the Plan had he not terminated employment or the date of his
re-employment, subject to the Break in Service rule, if applicable, under
Section 2.03(B). Any Employee who terminates employment prior to satisfying the
Plan's eligibility conditions becomes a Participant in accordance with Adoption
Agreement Section 2.01.

      2.05 CHANGE IN EMPLOYEE STATUS. If a Participant has not incurred a
Separation from Service but ceases to be eligible to participate in the Plan, by
reason of employment within an employment classification excluded by the
Employer under Adoption Agreement Section 1.07, the Advisory Committee must
treat the Participant as an Excluded Employee during the period such a
Participant is subject to the Adoption Agreement exclusion. The Advisory
Committee determines a Participant's sharing in the allocation of Employer
contributions and Participant forfeitures, if applicable, by disregarding his
Compensation paid by the Employer for services rendered in his capacity as an
Excluded Employee. However, during such period of exclusion, the Participant,
without regard to employment classification, continues to receive credit for
vesting under Article V for each included Year of Service and the Participant's
Account continues to share fully in Trust Fund allocations under Section 9.11.

      If an Excluded Employee who is not a Participant becomes eligible to
participate in the Plan by reason of a change in employment classification, he
will participate in the Plan immediately if he has satisfied the eligibility
conditions of Section 2.01 and would have been a Participant had he not been an
Excluded Employee during his period of Service. Furthermore, the Plan takes into
account all of the Participant's included Years of Service with the Employer as
an Excluded Employee for purposes of vesting credit under Article V.

      2.06 ELECTION NOT TO PARTICIPATE. If the Employer's Plan is a Standardized
Plan, the Plan does not permit an otherwise eligible Employee nor any
Participant to elect not to participate in the Plan. If the Employer's Plan is a
Nonstandardized Plan, the Employer must specify in its Adoption Agreement
whether an Employee eligible to participate, or any present Participant, may
elect not to participate in the Plan. For an election to be effective for a
particular Plan Year, the Employee or Participant must file the election in
writing with the Plan Administrator not later than the time specified in the
Employer's Adoption Agreement. The Employer may not make a contribution under
the Plan for the Employee or for the Participant for the Plan Year for which the
election is effective, nor for any succeeding Plan Year, unless the Employee or
Participant re-elects to participate in the Plan. After an Employee's or
Participant's election not to participate has been effective for at least the
minimum period prescribed by the Employer's Adoption Agreement, the Employee or
Participant may re-elect to participate in the Plan for any Plan Year and
subsequent Plan Years. An Employee or Participant may re-elect to participate in
the Plan by filing his election in writing with the Plan Administrator not later
than the time specified in the Employer's Adoption Agreement. An Employee or
Participant who re-elects to participate may again elect not to participate only
as permitted in the Employer's Adoption Agreement. If an Employee is a
Self-Employed Individual, the Employee's election (except as permitted by
Treasury regulations without creating a Code Section 401(k) arrangement with
respect to that Self-Employed Individual) must be effective no later than the
date the Employee first would become a Participant in the Plan and the election
is irrevocable. The Plan Administrator must furnish an Employee or a Participant
any form required for purposes of an election under this Section 2.06. An
election timely filed is effective for the entire Plan Year.


                                      2.02
<PAGE>
      A Participant who elects not to participate may not receive a distribution
of his Accrued Benefit attributable either to Employer or to Participant
contributions except as provided under Article IV or under Article VI. However,
for each Plan Year for which a Participant's election not to participate is
effective, the Participant's Account, if any, continues to share in Trust Fund
allocations under Article IX. Furthermore, the Employee or the Participant
receives vesting credit under Article V for each included Year of Service during
the period the election not to participate is effective.

                          * * * * * * * * * * * * * * *

                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

PART 1. AMOUNT OF EMPLOYER CONTRIBUTIONS AND PLAN ALLOCATIONS: SECTIONS 3.01
        THROUGH 3.06

      3.01 AMOUNT. For each Plan Year, the Employer contributes to the Trust the
amount determined by application of the contribution option selected by the
Employer in its Adoption Agreement. The Employer may not make a contribution to
the Trust for any Plan Year to the extent the contribution would exceed the
Participants' Maximum Permissible Amounts.

      The Employer contributes to this Plan on the condition its contribution is
not due to a mistake of fact and the Revenue Service will not disallow the
deduction for its contribution. The Trustee, upon written request from the
Employer, must return to the Employer the amount of the Employer's contribution
made by the Employer by mistake of fact or the amount of the Employer's
contribution disallowed as a deduction under Code Section 404. The Trustee will
not return any portion of the Employer's contribution under the provisions of
this paragraph more than one year after:

      (a) The Employer made the contribution by mistake of fact; or

      (b) The disallowance of the contribution as a deduction, and then, only to
      the extent of the disallowance.

      The Trustee will not increase the amount of the Employer contribution
returnable under this Section 3.01 for any earnings attributable to the
contribution, but the Trustee will decrease the Employer contribution returnable
for any losses attributable to it. The Trustee may require the Employer to
furnish it whatever evidence the Trustee deems necessary to enable the Trustee
to confirm the amount the Employer has requested be returned is properly
returnable under ERISA.

      3.02 DETERMINATION OF CONTRIBUTION. The Employer, from its records,
determines the amount of any contributions to be made by it to the Trust under
the terms of the Plan.

      3.03 TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay its
contribution for each Plan Year in one or more installments without interest.
The Employer must make its contribution to the Plan within the time prescribed
by the Code or applicable Treasury regulations. Subject to the consent of the
Trustee, the Employer may make its contribution in property rather than in cash,
provided the contribution of property is not a prohibited transaction under the
Code or under ERISA.

      3.04 CONTRIBUTION ALLOCATION.

(A) METHOD OF ALLOCATION. The Employer must specify in its Adoption Agreement
the manner of allocating each annual Employer contribution to this Trust.


                                      2.03
<PAGE>
(B) TOP HEAVY MINIMUM ALLOCATION. The Plan must comply with the provisions of
this Section 3.04(B), subject to the elections in the Employer's Adoption
Agreement.

      (1) TOP HEAVY MINIMUM ALLOCATION UNDER STANDARDIZED PLAN. Subject to the
Employer's election under Section 3.04(B)(3), the top heavy minimum allocation
requirement applies to a Standardized Plan for each Plan Year, irrespective of
whether the Plan is top heavy.

            (a) Each Participant employed by the Employer on the last day of the
            Plan Year will receive a top heavy minimum allocation for that Plan
            Year. The Employer may elect in Section 3.04 of its Adoption
            Agreement to apply this paragraph (a) only to a Participant who is a
            Non-Key Employee.

            (b) Subject to any overriding elections in Section 3.18 of the
            Employer's Adoption Agreement, the top heavy minimum allocation is
            the lesser of 3% of the Participant's Compensation for the Plan Year
            or the highest contribution rate for the Plan Year made on behalf of
            any Participant for the Plan Year. However, if the Employee
            participates in Paired Plans, the top heavy minimum allocation is 3%
            of his Compensation. If, under Adoption Agreement Section 3.04, the
            Employer elects to apply paragraph (a) only to a Participant who is
            a Non-Key Employee, the Advisory Committee will determine the
            "highest contribution rate" described in the first sentence of this
            paragraph (b) by reference only to the contribution rates of
            Participants who are Key Employees for the Plan Year.

      (2) TOP HEAVY MINIMUM ALLOCATION UNDER NONSTANDARDIZED PLAN. The top heavy
minimum allocation requirement applies to a Nonstandardized Plan only in Plan
Years for which the Plan is top heavy. Except as provided in the Employer's
Adoption Agreement, if the Plan is top heavy in any Plan Year:

            (a) Each Non-Key Employee who is a Participant and is employed by
            the Employer on the last day of the Plan Year will receive a top
            heavy minimum allocation for that Plan Year, irrespective of whether
            he satisfies the Hours of Service condition under Section 3.06 of
            the Employer's Adoption Agreement; and

            (b) The top heavy minimum allocation is the lesser of 3% of the
            Non-Key Employee's Compensation for the Plan Year or the highest
            contribution rate for the Plan Year made on behalf of any Key
            Employee. However, if a defined benefit plan maintained by the
            Employer which benefits a Key Employee depends on this Plan to
            satisfy the antidiscrimination rules of Code Section 401(a)(4) or
            the coverage rules of Code Section 410 (or another plan benefiting
            the Key Employee so depends on such defined benefit plan), the top
            heavy minimum allocation is 3% of the Non-Key Employee's
            Compensation regardless of the contribution rate for the Key
            Employees.

      (3) SPECIAL ELECTION FOR STANDARDIZED CODE SECTION 401(k) PLAN. If the
Employer's Plan is a Standardized Code Section 401(k) Plan, the Employer may
elect in Adoption Agreement Section 3.04 to apply the top heavy minimum
allocation requirements of Section 3.04(B)(1) only for Plan Years in which the
Plan actually is a top heavy plan.

      (4) SPECIAL DEFINITIONS. For purposes of this Section 3.04(B), the term
"Participant" includes any Employee otherwise eligible to participate in the
Plan but who is not a Participant because of his Compensation level or because
of his failure to make elective deferrals under a Code Section 401(k)
arrangement or because of his failure to make mandatory contributions. For
purposes of subparagraph (1)(b) or (2)(b), "Compensation" means Compensation as
defined in Section 1.12, except Compensation does not include elective
contributions, irrespective of whether the Employer has elected to include these
amounts in Section 1.12 of its Adoption Agreement, any exclusion selected in
Section 1.12 of the Adoption Agreement (other than the exclusion of elective
contributions) does not apply, and any modification to the definition of
Compensation in Section 3.06 does not apply.


                                      3.04
<PAGE>
      (5) DETERMINING CONTRIBUTION RATES. For purposes of this Section 3.04(B),
a Participant's contribution rate is the sum of all Employer contributions (not
including Employer contributions to Social Security) and forfeitures allocated
to the Participant's Account for the Plan Year divided by his Compensation for
the entire Plan Year. However, for purposes of satisfying a Participant's top
heavy minimum allocation in Plan Years beginning after December 31, 1988, the
Participant's contribution rate does not include any elective contributions
under a Code Section 401(k) arrangement nor any Employer matching contributions
allocated on the basis of those elective contributions or on the basis of
employee contributions, except a Nonstandardized Plan may include in the
contribution rate any matching contributions not necessary to satisfy the
nondiscrimination requirements of Code Section 401(k) or of Code Section 401(m).

      If the Employee is a Participant in Paired Plans, the Advisory Committee
will consider the Paired Plans as a single Plan to determine a Participant's
contribution rate and to determine whether the Plans satisfy this top heavy
minimum allocation requirement. To determine a Participant's contribution rate
under a Nonstandardized Plan, the Advisory Committee must treat all qualified
top heavy defined contribution plans maintained by the Employer (or by any
related Employers described in Section 1.30) as a single plan.

      (6) NO ALLOCATIONS. If, for a Plan Year, there are no allocations of
Employer contributions or forfeitures for any Participant (for purposes of
Section 3.04 (B)(1)(b)) or for any Key Employee (for purposes of Section
3.04(B)(2)(b)), the Plan does not require any top heavy minimum allocation for
the Plan Year, unless a top heavy minimum allocation applies because of the
maintenance by the Employer of more than one plan.

      (7) ELECTION OF METHOD. The Employer must specify in its Adoption
Agreement the manner in which the Plan will satisfy the top heavy minimum
allocation requirement.

      (a) If the Employer elects to make any necessary additional contribution
      to this Plan, the Advisory Committee first will allocate the Employer
      contributions (and Participant forfeitures, if any) for the Plan Year in
      accordance with the provisions of Adoption Agreement Section 3.04. The
      Employer then will contribute an additional amount for the Account of any
      Participant entitled under this Section 3.04(B) to a top heavy minimum
      allocation and whose contribution rate for the Plan Year, under this Plan
      and any other plan aggregated under paragraph (5), is less than the top
      heavy minimum allocation. The additional amount is the amount necessary to
      increase the Participant's contribution rate to the top heavy minimum
      allocation. The Advisory Committee will allocate the additional
      contribution to the Account of the Participant on whose behalf the
      Employer makes the contribution.

      (b) If the Employer elects to guarantee the top heavy minimum allocation
      under another plan, this Plan does not provide the top heavy minimum
      allocation and the Advisory Committee will allocate the annual Employer
      contributions (and Participant forfeitures) under the Plan solely in
      accordance with the allocation method selected under Adoption Agreement
      Section 3.04.

      3.05 FORFEITURE ALLOCATION. The amount of a Participant's Accrued Benefit
forfeited under the Plan is a Participant forfeiture. The Advisory Committee
will allocate Participant forfeitures in the manner specified by the Employer in
its Adoption Agreement. The Advisory Committee will continue to hold the
undistributed, non-vested portion of a terminated Participant's Accrued Benefit
in his Account solely for his benefit until a forfeiture occurs at the time
specified in Section 5.09 or if applicable, until the time specified in Section
9.14. Except as provided under Section 5.04, a Participant will not share in the
allocation of a forfeiture of any portion of his Accrued Benefit.

      3.06 ACCRUAL OF BENEFIT. The Advisory Committee will determine the accrual
of benefit (Employer contributions and Participant forfeitures) on the basis of
the Plan Year in accordance with the Employer's elections in its Adoption
Agreement.


                                      3.05
<PAGE>
(A) COMPENSATION TAKEN INTO ACCOUNT. The Employer must specify in its Adoption
Agreement the Compensation the Advisory Committee is to take into account in
allocating an Employer contribution to a Participant's Account for the Plan Year
in which the Employee first becomes a Participant. For all other Plan Years, the
Advisory Committee will take into account only the Compensation determined for
the portion of the Plan Year in which the Employee actually is a Participant.
The Advisory Committee must take into account the Employee's entire Compensation
for the Plan Year to determine whether the Plan satisfies the top heavy minimum
allocation requirement of Section 3.04(B). The Employer, in an addendum to its
Adoption Agreement numbered 3.06(A), may elect to measure Compensation for the
Plan Year for allocation purposes on the basis of a specified period other than
the Plan Year.

(B) HOURS OF SERVICE REQUIREMENT. Subject to the applicable minimum allocation
requirement of Section 3.04, the Advisory Committee will not allocate any
portion of an Employer contribution for a Plan Year to any Participant's Account
if the Participant does not complete the applicable minimum Hours of Service
requirement specified in the Employer's Adoption Agreement.

(C) EMPLOYMENT REQUIREMENT. If the Employer's Plan is a Standardized Plan, a
Participant who, during a particular Plan Year, completes the accrual
requirements of Adoption Agreement Section 3.06 will share in the allocation of
Employer contributions for that Plan Year without regard to whether he is
employed by the Employer on the Accounting Date of that Plan Year. If the
Employer's Plan is a Nonstandardized Plan, the Employer must specify in its
Adoption Agreement whether the Participant will accrue a benefit if he is not
employed by the Employer on the Accounting Date of the Plan Year. If the
Employer's Plan is a money purchase plan or a target benefit plan, whether
Nonstandardized or Standardized, the Plan conditions benefit accrual on
employment with the Employer on the last day of the Plan Year for the Plan Year
in which the Employer terminates the Plan.

(D) OTHER REQUIREMENTS. If the Employer's Adoption Agreement includes options
for other requirements affecting the Participant's accrual of benefits under the
Plan, the Advisory Committee will apply this Section 3.06 in accordance with the
Employer's Adoption Agreement selections.

(E) SUSPENSION OF ACCRUAL REQUIREMENTS UNDER NONSTANDARDIZED PLAN. If the
Employer's Plan is a Nonstandardized Plan, the Employer may elect in its
Adoption Agreement to suspend the accrual requirements elected under Adoption
Agreement Section 3.06 if, for any Plan Year beginning after December 31, 1989,
the Plan fails to satisfy the Participation Test or the Coverage Test. A Plan
satisfies the Participation Test if, on each day of the Plan Year, the number of
Employees who benefit under the Plan is at least equal to the lesser of 50 or
40% of the total number of Includible Employees as of such day. A Plan satisfies
the Coverage Test if, on the last day of each quarter of the Plan Year, the
number of Nonhighly Compensated Employees who benefit under the Plan is at least
equal to 70% of the total number of Includible Nonhighly Compensated Employees
as of such day. "Includible" Employees are all Employees other than: (1) those
Employees excluded from participating in the Plan for the entire Plan Year by
reason of the collective bargaining unit exclusion or the nonresident alien
exclusion under Adoption Agreement Section 1.07 or by reason of the
participation requirements of Sections 2.01 and 2.03; and (2) any Employee who
incurs a Separation from Service during the Plan Year and fails to complete at
least 501 Hours of Service for the Plan Year. A "Nonhighly Compensated Employee"
is an Employee who is not a Highly Compensated Employee and who is not a family
member aggregated with a Highly Compensated Employee pursuant to Section 1.09 of
the Plan.

      For purposes of the Participation Test and the Coverage Test, an Employee
is benefiting under the Plan on a particular date if, under Adoption Agreement
Section 3.04, he is entitled to an allocation for the Plan Year. Under the
Participation Test, when determining whether an Employee is entitled to an
allocation under Adoption Agreement Section 3.04, the Advisory Committee will
disregard any allocation required solely by reason of the top heavy minimum
allocation, unless the top heavy minimum allocation is the only allocation made
under the Plan for the Plan Year.


                                      3.06
<PAGE>
      If this Section 3.06(E) applies for a Plan Year, the Advisory Committee
will suspend the accrual requirements for the Includible Employees who are
Participants, beginning first with the Includible Employee(s) employed with the
Employer on the last day of the Plan Year, then the Includible Employee(s) who
have the latest Separation from Service during the Plan Year, and continuing to
suspend in descending order the accrual requirements for each Includible
Employee who incurred an earlier Separation from Service, from the latest to the
earliest Separation from Service date, until the Plan satisfies both the
Participation Test and the Coverage Test for the Plan Year. If two or more
Includible Employees have a Separation from Service on the same day, the
Advisory Committee will suspend the accrual requirements for all such Includible
Employees, irrespective of whether the Plan can satisfy the Participation Test
and the Coverage Test by accruing benefits for fewer than all such Includible
Employees. If the Plan suspends the accrual requirements for an Includible
Employee, that Employee will share in the allocation of Employer contributions
and Participant forfeitures, if any, without regard to the number of Hours of
Service he has earned for the Plan Year and without regard to whether he is
employed by the Employer on the last day of the Plan Year. If the Employer's
Plan includes Employer matching contributions subject to Code Section 401(m),
this suspension of accrual requirements applies separately to the Code Section
401(m) portion of the Plan, and the Advisory Committee will treat an Employee as
benefiting under that portion of the Plan if he is an Eligible Employee for
purposes of the Code Section 401(m) nondiscrimination test. The Employer may
modify the operation of this Section 3.06(E) by electing appropriate
modifications in Section 3.06 of its Adoption Agreement.

PART 2. LIMITATIONS ON ALLOCATIONS: SECTIONS 3.07 THROUGH 3.19

      [Note: Sections 3.07 through 3.10 apply only to Participants in this Plan
who do not participate, and who have never participated, in another qualified
plan or in a welfare benefit fund (as defined in Code Section 419(e)) maintained
by the Employer.]

      3.07 The amount of Annual Additions which the Advisory Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may not
exceed the Maximum Permissible Amount. If the amount the Employer otherwise
would contribute to the Participant's Account would cause the Annual Additions
for the Limitation Year to exceed the Maximum Permissible Amount, the Employer
will reduce the amount of its contribution so the Annual Additions for the
Limitation Year will equal the Maximum Permissible Amount. If an allocation of
Employer contributions, pursuant to Section 3.04, would result in an Excess
Amount (other than an Excess Amount resulting from the circumstances described
in Section 3.10) to the Participant's Account, the Advisory Committee will
reallocate the Excess Amount to the remaining Participants who are eligible for
an allocation of Employer contributions for the Plan Year in which the
Limitation Year ends. The Advisory Committee will make this reallocation on the
basis of the allocation method under the Plan as if the Participant whose
Account otherwise would receive the Excess Amount is not eligible for an
allocation of Employer contributions.

      3.08 Prior to the determination of the Participant's actual Compensation
for a Limitation Year, the Advisory Committee may determine the Maximum
Permissible Amount on the basis of the Participant's estimated annual
Compensation for such Limitation Year. The Advisory Committee must make this
determination on a reasonable and uniform basis for all Participants similarly
situated. The Advisory Committee must reduce any Employer contributions
(including any allocation of forfeitures) based on estimated annual Compensation
by any Excess Amounts carried over from prior years.

      3.09 As soon as is administratively feasible after the end of the
Limitation Year, the Advisory Committee will determine the Maximum Permissible
Amount for such Limitation Year on the basis of the Participant's actual
Compensation for such Limitation Year.


                                      3.07
<PAGE>
      3.10 If, pursuant to Section 3.09, or because of the allocation of
forfeitures, there is an Excess Amount with respect to a Participant for a
Limitation Year, the Advisory Committee will dispose of such Excess Amount as
follows:

      (a) The Advisory Committee will return any nondeductible voluntary
      Employee contributions to the Participant to the extent the return would
      reduce the Excess Amount.

      (b) If, after the application of paragraph (a), an Excess Amount still
      exists, and the Plan covers the Participant at the end of the Limitation
      Year, then the Advisory Committee will use the Excess Amount(s) to reduce
      future Employer contributions (including any allocation of forfeitures)
      under the Plan for the next Limitation Year and for each succeeding
      Limitation Year, as is necessary, for the Participant. If the Employer's
      Plan is a profit sharing plan, the Participant may elect to limit his
      Compensation for allocation purposes to the extent necessary to reduce his
      allocation for the Limitation Year to the Maximum Permissible Amount and
      eliminate the Excess Amount.

      (c) If, after the application of paragraph (a), an Excess Amount still
      exists, and the Plan does not cover the Participant at the end of the
      Limitation Year, then the Advisory Committee will hold the Excess Amount
      unallocated in a suspense account. The Advisory Committee will apply the
      suspense account to reduce Employer Contributions (including allocation of
      forfeitures) for all remaining Participants in the next Limitation Year,
      and in each succeeding Limitation Year if necessary. Neither the Employer
      nor any Employee may contribute to the Plan for any Limitation Year in
      which the Plan is unable to allocate fully a suspense account maintained
      pursuant to this paragraph (c).

      (d) The Advisory Committee will not distribute any Excess Amount(s) to
      Participants or to former Participants.

      [Note: Sections 3.11 through 3.16 apply only to Participants who, in
addition to this Plan, participate in one or more plans (including Paired
Plans), all of which are qualified Master or Prototype defined contribution
plans or welfare benefit funds (as defined in Code Section 419(e)) maintained by
the Employer during the Limitation Year.]

      3.11 The amount of Annual Additions which the Advisory Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may not
exceed the Maximum Permissible Amount, reduced by the sum of any Annual
Additions allocated to the Participant's Accounts for the same Limitation Year
under this Plan and such other defined contribution plan. If the amount the
Employer otherwise would contribute to the Participant's Account under this Plan
would cause the Annual Additions for the Limitation Year to exceed this
limitation, the Employer will reduce the amount of its contribution so the
Annual Additions under all such plans for the Limitation Year will equal the
Maximum Permissible Amount. If an allocation of Employer contributions, pursuant
to Section 3.04, would result in an Excess Amount (other than an Excess Amount
resulting from the circumstances described in Section 3.10) to the Participant's
Account, the Advisory Committee will reallocate the Excess Amount to the
remaining Participants who are eligible for an allocation of Employer
contributions for the Plan Year in which the Limitation Year ends. The Advisory
Committee will make this reallocation on the basis of the allocation method
under the Plan as if the Participant whose Account otherwise would receive the
Excess Amount is not eligible for an allocation of Employer contributions.

      3.12 Prior to the determination of the Participant's actual Compensation
for the Limitation Year, the Advisory Committee may determine the amounts
referred to in 3.11 above on the basis of the Participant's estimated annual
Compensation for such Limitation Year. The Advisory Committee will make this
determination on a reasonable and uniform basis for all Participants similarly
situated. The Advisory Committee must reduce any Employer contribution
(including allocation of forfeitures) based on estimated annual Compensation by
any Excess Amounts carried over from prior years.

      3.13 As soon as is administratively feasible after the end of the
Limitation Year, the Advisory Committee will determine the amounts referred to
in 3.11 on the basis of the Participant's actual Compensation for such
Limitation Year.


                                      3.08
<PAGE>
      3.14 If pursuant to Section 3.13, or because of the allocation of
forfeitures, a Participant's Annual Additions under this Plan and all such other
plans result in an Excess Amount, such Excess Amount will consist of the Amounts
last allocated. The Advisory Committee will determine the Amounts last allocated
by treating the Annual Additions attributable to a welfare benefit fund as
allocated first, irrespective of the actual allocation date under the welfare
benefit fund.

      3.15 The Employer must specify in its Adoption Agreement the Excess Amount
attributed to this Plan, if the Advisory Committee allocates an Excess Amount to
a Participant on an allocation date of this Plan which coincides with an
allocation date of another plan.

      3.16 The Advisory Committee will dispose of any Excess Amounts attributed
to this Plan as provided in Section 3.10.

      [Note: Section 3.17 applies only to Participants who, in addition to this
Plan, participate in one or more qualified plans which are qualified defined
contribution plans other than a Master or Prototype plan maintained by the
Employer during the Limitation Year.]

      3.17 SPECIAL ALLOCATION LIMITATION. The amount of Annual Additions which
the Advisory Committee may allocate under this Plan on behalf of any Participant
are limited in accordance with the provisions of Section 3.11 through 3.16, as
though the other plan were a Master or Prototype plan, unless the Employer
provides other limitations in an addendum to the Adoption Agreement, numbered
Section 3.17.

      3.18 DEFINED BENEFIT PLAN LIMITATION. If the Employer maintains a defined
benefit plan, or has ever maintained a defined benefit plan which the Employer
has terminated, then the sum of the defined benefit plan fraction and the
defined contribution plan fraction for any Participant for any Limitation Year
must not exceed 1.0. The Employer must provide in Adoption Agreement Section
3.18 the manner in which the Plan will satisfy this limitation. The Employer
also must provide in its Adoption Agreement Section 3.18 the manner in which the
Plan will satisfy the top heavy requirements of Code Section 416 after taking
into account the existence (or prior maintenance) of the defined benefit plan.

      3.19 DEFINITIONS - ARTICLE III. For purposes of Article III, the following
terms mean:

      (a) "Annual Addition" - The sum of the following amounts allocated on
      behalf of a Participant for a Limitation Year, of (i) all Employer
      contributions; (ii) all forfeitures; and (iii) all Employee contributions.
      Except to the extent provided in Treasury regulations, Annual Additions
      include excess contributions described in Code Section 401(k), excess
      aggregate contributions described in Code Section 401(m) and excess
      deferrals described in Code Section 402(g), irrespective of whether the
      plan distributes or forfeits such excess amounts. Annual Additions also
      include Excess Amounts reapplied to reduce Employer contributions under
      Section 3.10. Amounts allocated after March 31, 1984, to an individual
      medical account (as defined in Code Section 415(l)(2)) included as part of
      a defined benefit plan maintained by the Employer are Annual Additions.
      Furthermore, Annual Additions include contributions paid or accrued after
      December 31, 1985, for taxable years ending after December 31, 1985,
      attributable to post-retirement medical benefits allocated to the separate
      account of a key employee (as defined in Code Section 419A(d)(3)) under a
      welfare benefit fund (as defined in Code Section 419(e)) maintained by the
      Employer.

      (b) "Compensation" - For purposes of applying the limitations of Part 2 of
      this Article III, "Compensation" means Compensation as defined in Section
      1.12, except Compensation does not include elective contributions,
      irrespective of whether the Employer has elected to include these amounts
      as Compensation under Section 1.12 of its Adoption Agreement, and any
      exclusion selected in Section 1.12 of the Adoption Agreement (other than
      the exclusion of elective contributions) does not apply.


                                      3.09
<PAGE>
      (c) "Employer" - The Employer that adopts this Plan and any related
      employers described in Section 1.30. Solely for purposes of applying the
      limitations of Part 2 of this Article III, the Advisory Committee will
      determine related employers described in Section 1.30 by modifying Code
      Sections 414(b) and (c) in accordance with Code Section 415(h).

      (d) "Excess Amount" - The excess of the Participant's Annual Additions for
      the Limitation Year over the Maximum Permissible Amount.

      (e) "Limitation Year" - The period selected by the Employer under Adoption
      Agreement Section 1.17. All qualified plans of the Employer must use the
      same Limitation Year. If the Employer amends the Limitation Year to a
      different 12 consecutive month period, the new Limitation Year must begin
      on a date within the Limitation Year for which the Employer makes the
      amendment, creating a short Limitation Year.

      (f) "Master or Prototype Plan" - A plan the form of which is the subject
      of a favorable notification letter or a favorable opinion letter from the
      Internal Revenue Service.

      (g) "Maximum Permissible Amount" - The lesser of (i) $30,000 (or, if
      greater, one-fourth of the defined benefit dollar limitation under Code
      Section 415(b)(1)(A)), or (ii) 25% of the Participant's Compensation for
      the Limitation Year. If there is a short Limitation Year because of a
      change in Limitation Year, the Advisory Committee will multiply the
      $30,000 (or adjusted) limitation by the following fraction:

                  Number of months in the short Limitation Year
                  ---------------------------------------------
                                       12

      (h) "Defined contribution plan" - A retirement plan which provides for an
      individual account for each participant and for benefits based solely on
      the amount contributed to the participant's account, and any income,
      expenses, gains and losses, and any forfeitures of accounts of other
      participants which the plan may allocate to such participant's account.
      The Advisory Committee must treat all defined contribution plans (whether
      or not terminated) maintained by the Employer as a single plan. Solely for
      purposes of the limitations of Part 2 of this Article III, the Advisory
      Committee will treat employee contributions made to a defined benefit plan
      maintained by the Employer as a separate defined contribution plan. The
      Advisory Committee also will treat as a defined contribution plan an
      individual medical account (as defined in Code Section 415(l)(2)) included
      as part of a defined benefit plan maintained by the Employer and, for
      taxable years ending after December 31, 1985, a welfare benefit fund under
      Code Section 419(e) maintained by the Employer to the extent there are
      post-retirement medical benefits allocated to the separate account of a
      key employee (as defined in Code Section 419A(d)(3)).

      (i) "Defined benefit plan" - A retirement plan which does not provide for
      individual accounts for Employer contributions. The Advisory Committee
      must treat all defined benefit plans (whether or not terminated)
      maintained by the Employer as a single plan.

      [Note: The definitions in paragraphs (j), (k) and (l) apply only if the
      limitation described in Section 3.18 applies to the Employer's Plan.]

      (j) "Defined benefit plan fraction" -

  Projected annual benefit of the Participant under the defined benefit plan(s)
- --------------------------------------------------------------------------------
   The lesser of (i) 125% (subject to the "100% limitation" in paragraph (l))
   of the dollar limitation in effect under Code Section 415(b)(1)(A) for the
  Limitation Year, or (ii) 140% of the Participant's average Compensation for
                 his high three (3) consecutive Years of Service


                                     3.010
<PAGE>
            To determine the denominator of this fraction, the Advisory
      Committee will make any adjustment required under Code Section 415(b) and
      will determine a Year of Service, unless otherwise provided in an addendum
      to Adoption Agreement Section 3.18, as a Plan Year in which the Employee
      completed at least 1,000 Hours of Service. The "projected annual benefit"
      is the annual retirement benefit (adjusted to an actuarially equivalent
      straight life annuity if the plan expresses such benefit in a form other
      than a straight life annuity or qualified joint and survivor annuity) of
      the Participant under the terms of the defined benefit plan on the
      assumptions he continues employment until his normal retirement age (or
      current age, if later) as stated in the defined benefit plan, his
      compensation continues at the same rate as in effect in the Limitation
      Year under consideration until the date of his normal retirement age and
      all other relevant factors used to determine benefits under the defined
      benefit plan remain constant as of the current Limitation Year for all
      future Limitation Years.

            CURRENT ACCRUED BENEFIT. If the Participant accrued benefits in one
      or more defined benefit plans maintained by the Employer which were in
      existence on May 6, 1986, the dollar limitation used in the denominator of
      this fraction will not be less than the Participant's Current Accrued
      Benefit. A Participant's Current Accrued Benefit is the sum of the annual
      benefits under such defined benefit plans which the Participant had
      accrued as of the end of the 1986 Limitation Year (the last Limitation
      Year beginning before January 1, 1987), determined without regard to any
      change in the terms or conditions of the Plan made after May 5, 1986, and
      without regard to any cost of living adjustment occurring after May 5,
      1986. This Current Accrued Benefit rule applies only if the defined
      benefit plans individually and in the aggregate satisfied the requirements
      of Code Section 415 as in effect at the end of the 1986 Limitation Year.
      (k) "Defined contribution plan fraction" -

    The sum, as of the close of the Limitation Year, of the Annual Additions
       to the Participant's Account under the defined contribution plan(s)
  ----------------------------------------------------------------------------
        The sum of the lesser of the following amounts determined for the
  Limitation Year and for each prior Year of Service with the Employer:(i) 125%
       (subject to the "100% limitation" in paragraph (l)) of the dollar
               limitation in effect under Code Section 415(c)(1)(A) for
                the Limitation Year (determined without regard to
     the special dollar limitations for employee stock ownership plans), or
       (ii) 35% of the Participant's Compensation for the Limitation Year

            For purposes of determining the defined contribution plan fraction,
      the Advisory Committee will not recompute Annual Additions in Limitation
      Years beginning prior to January 1, 1987, to treat all Employee
      contributions as Annual Additions. If the Plan satisfied Code Section 415
      for Limitation Years beginning prior to January 1, 1987, the Advisory
      Committee will redetermine the defined contribution plan fraction and the
      defined benefit plan fraction as of the end of the 1986 Limitation Year,
      in accordance with this Section 3.19. If the sum of the redetermined
      fractions exceeds 1.0, the Advisory Committee will subtract permanently
      from the numerator of the defined contribution plan fraction an amount
      equal to the product of (1) the excess of the sum of the fractions over
      1.0, times (2) the denominator of the defined contribution plan fraction.
      In making the adjustment, the Advisory Committee must disregard any
      accrued benefit under the defined benefit plan which is in excess of the
      Current Accrued Benefit. This Plan continues any transitional rules
      applicable to the determination of the defined contribution plan fraction
      under the Employer's Plan as of the end of the 1986 Limitation Year.


                                      3.11
<PAGE>
      (l) "100% limitation." If the 100% limitation applies, the Advisory
      Committee must determine the denominator of the defined benefit plan
      fraction and the denominator of the defined contribution plan fraction by
      substituting 100% for 125%. If the Employer's Plan is a Standardized Plan,
      the 100% limitation applies in all Limitation Years, subject to any
      override provisions under Section 3.18 of the Employer's Adoption
      Agreement. If the Employer overrides the 100% limitation under a
      Standardized Plan, the Employer must specify in its Adoption Agreement the
      manner in which the Plan satisfies the extra minimum benefit requirement
      of Code Section 416(h) and the 100% limitation must continue to apply if
      the Plan's top heavy ratio exceeds 90%. If the Employer's Plan is a
      Nonstandardized Plan, the 100% limitation applies only if: (i) the Plan's
      top heavy ratio exceeds 90%; or (ii) the Plan's top heavy ratio is greater
      than 60%, and the Employer does not elect in its Adoption Agreement
      Section 3.18 to provide extra minimum benefits which satisfy Code Section
      416(h)(2).

                          * * * * * * * * * * * * * * *


                                      3.12
<PAGE>
                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

      4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. This Plan does not permit
Participant nondeductible contributions unless the Employer maintains its Plan
under a Code Section 401(k) Adoption Agreement. If the Employer does not
maintain its Plan under a Code Section 401(k) Adoption Agreement and, prior to
the adoption of this Master Plan, the Plan accepted Participant nondeductible
contributions for a Plan Year beginning after December 31, 1986, those
contributions must satisfy the requirements of Code Section 401(m). This Section
4.01 does not prohibit the Plan's acceptance of Participant nondeductible
contributions prior to the first Plan Year commencing after the Plan Year in
which the Employer adopts this Master Plan.

      4.02 PARTICIPANT DEDUCTIBLE CONTRIBUTIONS. A qualified Plan may not accept
Participant deductible contributions after April 15, 1987. If the Employer's
Plan includes Participant deductible contributions ("DECs") made prior to April
16, 1987, the Advisory Committee must maintain a separate accounting for the
Participant's Accrued Benefit attributable to DECs, including DECs which are
part of a rollover contribution described in Section 4.03. The Advisory
Committee will treat the accumulated DECs as part of the Participant's Accrued
Benefit for all purposes of the Plan, except for purposes of determining the top
heavy ratio under Section 1.33. The Advisory Committee may not use DECs to
purchase life insurance on the Participant's behalf.

      4.03 PARTICIPANT ROLLOVER CONTRIBUTIONS. Any Participant, with the
Employer's written consent and after filing with the Trustee the form prescribed
by the Advisory Committee, may contribute cash or other property to the Trust
other than as a voluntary contribution if the contribution is a "rollover
contribution" which the Code permits an employee to transfer either directly or
indirectly from one qualified plan to another qualified plan. Before accepting a
rollover contribution, the Trustee may require an Employee to furnish
satisfactory evidence that the proposed transfer is in fact a "rollover
contribution" which the Code permits an employee to make to a qualified plan. A
rollover contribution is not an Annual Addition under Part 2 of Article III.

      The Trustee will invest the rollover contribution in a segregated
investment Account for the Participant's sole benefit unless the Trustee (or the
Named Fiduciary, in the case of a nondiscretionary Trustee designation), in its
sole discretion, agrees to invest the rollover contribution as part of the Trust
Fund. The Trustee will not have any investment responsibility with respect to a
Participant's segregated rollover Account. The Participant, however, from time
to time, may direct the Trustee in writing as to the investment of his
segregated rollover Account in property, or property interests, of any kind,
real, personal or mixed; provided however, the Participant may not direct the
Trustee to make loans to his Employer. A Participant's segregated rollover
Account alone will bear any extraordinary expenses resulting from investments
made at the direction of the Participant. As of the Accounting Date (or other
valuation date) for each Plan Year, the Advisory Committee will allocate and
credit the net income (or net loss) from a Participant's segregated rollover
Account and the increase or decrease in the fair market value of the assets of a
segregated rollover Account solely to that Account. The Trustee is not liable
nor responsible for any loss resulting to any Beneficiary, nor to any
Participant, by reason of any sale or investment made or other action taken
pursuant to and in accordance with the direction of the Participant. In all
other respects, the Trustee will hold, administer and distribute a rollover
contribution in the same manner as any Employer contribution made to the Trust.

      An eligible Employee, prior to satisfying the Plan's eligibility
conditions, may make a rollover contribution to the Trust to the same extent and
in the same manner as a Participant. If an Employee makes a rollover
contribution to the Trust prior to satisfying the Plan's eligibility conditions,
the Advisory Committee and Trustee must treat the Employee as a Participant for
all purposes of the Plan except the Employee is not a Participant for purposes
of sharing in Employer contributions or Participant forfeitures under the Plan
until he actually becomes a Participant in the Plan. If the Employee has a
Separation from Service prior to becoming a Participant, the Trustee will
distribute his rollover contribution Account to him as if it were an Employer
contribution Account.


                                      4.01
<PAGE>
      4.04 PARTICIPANT CONTRIBUTION - FORFEITABILITY. A Participant's Accrued
Benefit is, at all times, 100% Nonforfeitable to the extent the value of his
Accrued Benefit is derived from his Participant contributions described in this
Article IV.

      4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. A Participant, by
giving prior written notice to the Trustee, may withdraw all or any part of the
value of his Accrued Benefit derived from his Participant contributions
described in this Article IV. A distribution of Participant contributions must
comply with the joint and survivor requirements described in Article VI, if
those requirements apply to the Participant. A Participant may not exercise his
right to withdraw the value of his Accrued Benefit derived from his Participant
contributions more than once during any Plan Year. The Trustee, in accordance
with the direction of the Advisory Committee, will distribute a Participant's
unwithdrawn Accrued Benefit attributable to his Participant contributions in
accordance with the provisions of Article VI applicable to the distribution of
the Participant's Nonforfeitable Accrued Benefit.

      4.06 PARTICIPANT CONTRIBUTION - ACCRUED BENEFIT. The Advisory Committee
must maintain a separate Account(s) in the name of each Participant to reflect
the Participant's Accrued Benefit under the Plan derived from his Participant
contributions. A Participant's Accrued Benefit derived from his Participant
contributions as of any applicable date is the balance of his separate
Participant contribution Account(s).

                          * * * * * * * * * * * * * * *


                                      4.02
<PAGE>
                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

      5.01 NORMAL RETIREMENT AGE. The Employer must define Normal Retirement Age
in its Adoption Agreement. A Participant's Accrued Benefit derived from Employer
contributions is 100% Nonforfeitable upon and after his attaining Normal
Retirement Age (if employed by the Employer on or after that date).

      5.02 PARTICIPANT DISABILITY OR DEATH. The Employer may elect in its
Adoption Agreement to provide a Participant's Accrued Benefit derived from
Employer contributions will be 100% Nonforfeitable if the Participant's
Separation from Service is a result of his death or his disability.

      5.03 VESTING SCHEDULE. Except as provided in Sections 5.01 and 5.02, for
each Year of Service, a Participant's Nonforfeitable percentage of his Accrued
Benefit derived from Employer contributions equals the percentage in the vesting
schedule completed by the Employer in its Adoption Agreement.

(A) ELECTION OF SPECIAL VESTING FORMULA. If the Trustee makes a distribution
(other than a cash-out distribution described in Section 5.04) to a
partially-vested Participant, and the Participant has not incurred a Forfeiture
Break in Service at the relevant time, the Advisory Committee will establish a
separate Account for the Participant's Accrued Benefit. At any relevant time
following the distribution, the Advisory Committee will determine the
Participant's Nonforfeitable Accrued Benefit derived from Employer contributions
in accordance with the following formula: P(AB + (R x D)) - (R x D).

      To apply this formula, "P" is the Participant's current vesting percentage
at the relevant time, "AB" is the Participant's Employer-derived Accrued Benefit
at the relevant time, "R" is the ratio of "AB" to the Participant's
Employer-derived Accrued Benefit immediately following the earlier distribution
and "D" is the amount of the earlier distribution. If, under a restated Plan,
the Plan has made distribution to a partially-vested Participant prior to its
restated Effective Date and is unable to apply the cash-out provisions of
Section 5.04 to that prior distribution, this special vesting formula also
applies to that Participant's remaining Account. The Employer, in an addendum to
its Adoption Agreement, numbered Section 5.03, may elect to modify this formula
to read as follows: P(AB + D) - D.

      5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/ RESTORATION
OF FORFEITED ACCRUED BENEFIT. If, pursuant to Article VI, a partially-vested
Participant receives a cash-out distribution before he incurs a Forfeiture Break
in Service (as defined in Section 5.08), the cash-out distribution will result
in an immediate forfeiture of the nonvested portion of the Participant's Accrued
Benefit derived from Employer contributions. See Section 5.09. A
partially-vested Participant is a Participant whose Nonforfeitable Percentage
determined under Section 5.03 is less than 100%. A cash-out distribution is a
distribution of the entire present value of the Participant's Nonforfeitable
Accrued Benefit.

(A) RESTORATION AND CONDITIONS UPON RESTORATION. A partially-vested Participant
who is re-employed by the Employer after receiving a cash-out distribution of
the Nonforfeitable percentage of his Accrued Benefit may repay the Trustee the
amount of the cash-out distribution attributable to Employer contributions,
unless the Participant no longer has a right to restoration by reason of the
conditions of this Section 5.04(A). If a partially-vested Participant makes the
cash-out distribution repayment, the Advisory Committee, subject to the
conditions of this Section 5.04(A), must restore his Accrued Benefit
attributable to Employer contributions to the same dollar amount as the dollar
amount of his Accrued Benefit on the Accounting Date, or other valuation date,
immediately preceding the date of the cash-out distribution, unadjusted for any
gains or losses occurring subsequent to that Accounting Date, or other valuation
date. Restoration of the Participant's Accrued Benefit includes restoration of
all Code Section 411(d)(6) protected benefits with respect to that restored
Accrued Benefit, in accordance with applicable Treasury regulations. The
Advisory Committee will not restore a re-employed Participant's Accrued Benefit
under this paragraph if:


                                      5.01
<PAGE>
      (1) 5 years have elapsed since the Participant's first re-employment date
      with the Employer following the cash-out distribution; or

      (2) The Participant incurred a Forfeiture Break in Service (as defined in
      Section 5.08). This condition also applies if the Participant makes
      repayment within the Plan Year in which he incurs the Forfeiture Break in
      Service and that Forfeiture Break in Service would result in a complete
      forfeiture of the amount the Advisory Committee otherwise would restore.

(B) TIME AND METHOD OF RESTORATION. If neither of the two conditions preventing
restoration of the Participant's Accrued Benefit applies, the Advisory Committee
will restore the Participant's Accrued Benefit as of the Plan Year Accounting
Date coincident with or immediately following the repayment. To restore the
Participant's Accrued Benefit, the Advisory Committee, to the extent necessary,
will allocate to the Participant's Account:

      (1) First, the amount, if any, of Participant forfeitures the Advisory
      Committee would otherwise allocate under Section 3.05;

      (2) Second, the amount, if any, of the Trust Fund net income or gain for
      the Plan Year; and

      (3) Third, the Employer contribution for the Plan Year to the extent made
      under a discretionary formula.

      In an addendum to its Adoption Agreement numbered 5.04(B), the Employer
may eliminate as a means of restoration any of the amounts described in clauses
(1), (2) and (3) or may change the order of priority of these amounts. To the
extent the amounts described in clauses (1), (2) and (3) are insufficient to
enable the Advisory Committee to make the required restoration, the Employer
must contribute, without regard to any requirement or condition of Section 3.01,
the additional amount necessary to enable the Advisory Committee to make the
required restoration. If, for a particular Plan Year, the Advisory Committee
must restore the Accrued Benefit of more than one re-employed Participant, then
the Advisory Committee will make the restoration allocations to each such
Participant's Account in the same proportion that a Participant's restored
amount for the Plan Year bears to the restored amount for the Plan Year of all
re-employed Participants. The Advisory Committee will not take into account any
allocation under this Section 5.04 in applying the limitation on allocations
under Part 2 of Article III.

(C) 0% VESTED PARTICIPANT. The Employer must specify in its Adoption Agreement
whether the deemed cash-out rule applies to a 0% vested Participant. A 0% vested
Participant is a Participant whose Accrued Benefit derived from Employer
contributions is entirely forfeitable at the time of his Separation from
Service. If the Participant's Account is not entitled to an allocation of
Employer contributions for the Plan Year in which he has a Separation from
Service, the Advisory Committee will apply the deemed cash-out rule as if the 0%
vested Participant received a cash-out distribution on the date of the
Participant's Separation from Service. If the Participant's Account is entitled
to an allocation of Employer contributions or Participant forfeitures for the
Plan Year in which he has a Separation from Service, the Advisory Committee will
apply the deemed cash-out rule as if the 0% vested Participant received a
cash-out distribution on the first day of the first Plan Year beginning after
his Separation from Service. For purposes of applying the restoration provisions
of this Section 5.04, the Advisory Committee will treat the 0% vested
Participant as repaying his cash-out "distribution" on the first date of his
re-employment with the Employer. If the deemed cash-out rule does not apply to
the Employer's Plan, a 0% vested Participant will not incur a forfeiture until
he incurs a Forfeiture Break in Service.


                                      5.02
<PAGE>
      5.05 SEGREGATED ACCOUNT FOR REPAID AMOUNT. Until the Advisory Committee
restores the Participant's Accrued Benefit, as described in Section 5.04, the
Trustee will invest the cash-out amount the Participant has repaid in a
segregated Account maintained solely for that Participant. The Trustee must
invest the amount in the Participant's segregated Account in Federally insured
interest bearing savings account(s) or time deposit(s) (or a combination of
both), or in other fixed income investments. Until commingled with the balance
of the Trust Fund on the date the Advisory Committee restores the Participant's
Accrued Benefit, the Participant's segregated Account remains a part of the
Trust, but it alone shares in any income it earns and it alone bears any expense
or loss it incurs. Unless the repayment qualifies as a rollover contribution,
the Advisory Committee will direct the Trustee to repay to the Participant as
soon as is administratively practicable the full amount of the Participant's
segregated Account if the Advisory Committee determines either of the conditions
of Section 5.04(A) prevents restoration as of the applicable Accounting Date,
notwithstanding the Participant's repayment.

      5.06 YEAR OF SERVICE - VESTING. For purposes of vesting under Section
5.03, Year of Service means any 12-consecutive month period designated in the
Employer's Adoption Agreement during which an Employee completes not less than
the number of Hours of Service (not exceeding 1,000) specified in the Employer's
Adoption Agreement. A Year of Service includes any Year of Service earned prior
to the Effective Date of the Plan, except as provided in Section 5.08.

      5.07 BREAK IN SERVICE - VESTING. For purposes of this Article V, a
Participant incurs a "Break in Service" if during any vesting computation period
he does not complete more than 500 Hours of Service. If, pursuant to Section
5.06, the Plan does not require more than 500 Hours of Service to receive credit
for a Year of Service, a Participant incurs a Break in Service in a vesting
computation period in which he fails to complete a Year of Service.

      5.08 INCLUDED YEARS OF SERVICE - VESTING. For purposes of determining
"Years of Service" under Section 5.06, the Plan takes into account all Years of
Service an Employee completes with the Employer except:

      (a) For the sole purpose of determining a Participant's Nonforfeitable
      percentage of his Accrued Benefit derived from Employer contributions
      which accrued for his benefit prior to a Forfeiture Break in Service, the
      Plan disregards any Year of Service after the Participant first incurs a
      Forfeiture Break in Service. The Participant incurs a Forfeiture Break in
      Service when he incurs 5 consecutive Breaks in Service.

      (b) The Plan disregards any Year of Service excluded under the Employer's
      Adoption Agreement.

      The Plan does not apply the Break in Service rule under Code Section
411(a)(6)(B). Therefore, an Employee need not complete a Year of Service after a
Break in Service before the Plan takes into account the Employee's otherwise
includible Years of Service under this Article V.

      5.09 FORFEITURE OCCURS. A Participant's forfeiture, if any, of his Accrued
Benefit derived from Employer contributions occurs under the Plan on the earlier
of:

      (a) The last day of the vesting computation period in which the
      Participant first incurs a Forfeiture Break in Service; or

      (b) The date the Participant receives a cash-out distribution.

      The Advisory Committee determines the percentage of a Participant's
Accrued Benefit forfeiture, if any, under this Section 5.09 solely by reference
to the vesting schedule of Section 5.03. A Participant does not forfeit any
portion of his Accrued Benefit for any other reason or cause except as expressly
provided by this Section 5.09 or as provided under Section 9.14.

                          * * * * * * * * * * * * * * *


                                      5.03
<PAGE>
                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENT OF BENEFITS

      6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to Section 6.03,
the Participant or the Beneficiary elects in writing to a different time or
method of payment, the Advisory Committee will direct the Trustee to commence
distribution of a Participant's Nonforfeitable Accrued Benefit in accordance
with this Section 6.01. A Participant must consent, in writing, to any
distribution required under this Section 6.01 if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of the distribution to
the Participant, exceeds $3,500 and the Participant has not attained the later
of Normal Retirement Age or age 62. Furthermore, the Participant's spouse also
must consent, in writing, to any distribution, for which Section 6.04 requires
the spouse's consent. For all purposes of this Article VI, the term "annuity
starting date" means the first day of the first period for which the Plan pays
an amount as an annuity or in any other form. A distribution date under this
Article VI, unless otherwise specified within the Plan, is the date or dates the
Employer specifies in the Adoption Agreement, or as soon as administratively
practicable following that distribution date. For purposes of the consent
requirements under this Article VI, if the present value of the Participant's
Nonforfeitable Accrued Benefit, at the time of any distribution, exceeds $3,500,
the Advisory Committee must treat that present value as exceeding $3,500 for
purposes of all subsequent Plan distributions to the Participant.

(A) SEPARATION FROM SERVICE FOR A REASON OTHER THAN DEATH.

      (1) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. If
the Participant's Separation from Service is for any reason other than death,
the Advisory Committee will direct the Trustee to distribute the Participant's
Nonforfeitable Accrued Benefit in a lump sum, on the distribution date the
Employer specifies in the Adoption Agreement, but in no event later than the
60th day following the close of the Plan Year in which the Participant attains
Normal Retirement Age. If the Participant has attained Normal Retirement Age at
the time of his Separation from Service, the distribution under this paragraph
will occur no later than the 60th day following the close of the Plan Year in
which the Participant's Separation from Service occurs.

      (2) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. If the
Participant's Separation from Service is for any reason other than death, the
Advisory Committee will direct the Trustee to commence distribution of the
Participant's Nonforfeitable Accrued Benefit in a form and at the time elected
by the Participant, pursuant to Section 6.03. In the absence of an election by
the Participant, the Advisory Committee will direct the Trustee to distribute
the Participant's Nonforfeitable Accrued Benefit in a lump sum (or, if
applicable, the normal annuity form of distribution required under Section
6.04), on the 60th day following the close of the Plan Year in which the latest
of the following events occurs: (a) the Participant attains Normal Retirement
Age; (b) the Participant attains age 62; or (c) the Participant's Separation
from Service.

      (3) DISABILITY. If the Participant's Separation from Service is because of
his disability, the Advisory Committee will direct the Trustee to pay the
Participant's Nonforfeitable Accrued Benefit in lump sum, on the distribution
date the Employer specifies in the Adoption Agreement, subject to the notice and
consent requirements of this Article VI and subject to the applicable mandatory
commencement dates described in Paragraphs (1) and (2).


                                      6.01
<PAGE>
      (4) HARDSHIP. Prior to the time at which the Participant may receive
distribution under Paragraphs (1), (2) or (3), the Participant may request a
distribution from his Nonforfeitable Accrued Benefit in an amount necessary to
satisfy a hardship, if the Employer elects in the Adoption Agreement to permit
hardship distributions. Unless the Employer elects otherwise in the Adoption
Agreement, a hardship distribution must be on account of any of the following:
(a) medical expenses; (b) the purchase (excluding mortgage payments) of the
Participant's principal residence; (c) post-secondary education tuition, for the
next semester or quarter, for the Participant or for the Participant's spouse,
children or dependents; (d) to prevent the eviction of the Participant from his
principal residence or the foreclosure on the mortgage of the Participant's
principal residence; (e) funeral expenses of the Participant's family member; or
(f) the Participant's disability. A partially-vested Participant may not receive
a hardship distribution described in this Paragraph (A)(4) prior to incurring a
Forfeiture Break in Service, unless the hardship distribution is a cash-out
distribution (as defined in Article V). The Advisory Committee will direct the
Trustee to make the hardship distribution as soon as administratively
practicable after the Participant makes a valid request for the hardship
distribution.

(B) REQUIRED BEGINNING DATE. If any distribution commencement date described
under Paragraph (A) of this Section 6.01, either by Plan provision or by
Participant election (or nonelection), is later than the Participant's Required
Beginning Date, the Advisory Committee instead must direct the Trustee to make
distribution on the Participant's Required Beginning Date, subject to the
transitional election, if applicable, under Section 6.03(D). A Participant's
Required Beginning Date is the April 1 following the close of the calendar year
in which the Participant attains age 70 1/2. However, if the Participant, prior
to incurring a Separation from Service, attained age 70 1/2 by January 1, 1988,
and, for the five Plan Year period ending in the calendar year in which he
attained age 70 1/2 and for all subsequent years, the Participant was not a more
than 5% owner, the Required Beginning Date is the April 1 following the close of
the calendar year in which the Participant separates from Service or, if
earlier, the April 1 following the close of the calendar year in which the
Participant becomes a more than 5% owner. Furthermore, if a Participant who was
not a more than 5% owner attained age 70 1/2 during 1988 and did not incur a
Separation from Service prior to January 1, 1989, his Required Beginning Date is
April 1, 1990. A mandatory distribution at the Participant's Required Beginning
Date will be in lump sum (or, if applicable, the normal annuity form of
distribution required under Section 6.04) unless the Participant, pursuant to
the provisions of this Article VI, makes a valid election to receive an
alternative form of payment.

(C) DEATH OF THE PARTICIPANT. The Advisory Committee will direct the Trustee, in
accordance with this Section 6.01(C), to distribute to the Participant's
Beneficiary the Participant's Nonforfeitable Accrued Benefit remaining in the
Trust at the time of the Participant's death. Subject to the requirements of
Section 6.04, the Advisory Committee will determine the death benefit by
reducing the Participant's Nonforfeitable Accrued Benefit by any security
interest the Plan has against that Nonforfeitable Accrued Benefit by reason of
an outstanding Participant loan.

      (1) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES NOT EXCEED
$3,500. The Advisory Committee, subject to the requirements of Section 6.04,
must direct the Trustee to distribute the deceased Participant's Nonforfeitable
Accrued Benefit in a single sum, as soon as administratively practicable
following the Participant's death or, if later, the date on which the Advisory
Committee receives notification of or otherwise confirms the Participant's
death.

      (2) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500.
The Advisory Committee will direct the Trustee to distribute the deceased
Participant's Nonforfeitable Accrued Benefit at the time and in the form elected
by the Participant or, if applicable by the Beneficiary, as permitted under this
Article VI. In the absence of an election, subject to the requirements of
Section 6.04, the Advisory Committee will direct the Trustee to distribute the
Participant's undistributed Nonforfeitable Accrued Benefit in a lump sum on the
first distribution date following the close of the Plan Year in which the
Participant's death occurs or, if later, the first distribution date following
the date the Advisory Committee receives notification of or otherwise confirms
the Participant's death.


                                      6.02
<PAGE>
      If the death benefit is payable in full to the Participant's surviving
spouse, the surviving spouse, in addition to the distribution options provided
in this Section 6.01(C), may elect distribution at any time or in any form
(other than a joint and survivor annuity) this Article VI would permit for a
Participant.

      6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. Subject to the annuity
distribution requirements, if any, prescribed by Section 6.04, and any
restrictions prescribed by Section 6.03, a Participant or Beneficiary may elect
distribution under one, or any combination, of the following methods: (a) by
payment in a lump sum; or (b) by payment in monthly, quarterly or annual
installments over a fixed reasonable period of time, not exceeding the life
expectancy of the Participant, or the joint life and last survivor expectancy of
the Participant and his Beneficiary. The Employer may elect in its Adoption
Agreement to modify the methods of payment available under this Section 6.02.

      The distribution options permitted under this Section 6.02 are available
only if the present value of the Participant Nonforfeitable Accrued Benefit, at
the time of the distribution to the Participant, exceeds $3,500. To facilitate
installment payments under this Article VI, the Advisory Committee may direct
the Trustee to segregate all or any part of the Participant's Accrued Benefit in
a separate Account. The Trustee will invest the Participant's segregated Account
in Federally insured interest bearing savings account(s) or time deposit(s) (or
a combination of both), or in other fixed income investments. A segregated
Account remains a part of the Trust, but it alone shares in any income it earns,
and it alone bears any expense or loss it incurs. A Participant or Beneficiary
may elect to receive an installment distribution in the form of a
Nontransferable Annuity Contract. Under an installment distribution, the
Participant or Beneficiary, at any time, may elect to accelerate the payment of
all, or any portion, of the Participant's unpaid Nonforfeitable Accrued Benefit,
subject to the requirements of Section 6.04.

(A) MINIMUM DISTRIBUTION REQUIREMENTS FOR PARTICIPANTS. The Advisory Committee
may not direct the Trustee to distribute the Participant's Nonforfeitable
Accrued Benefit, nor may the Participant elect to have the Trustee distribute
his Nonforfeitable Accrued Benefit, under a method of payment which, as of the
Required Beginning Date, does not satisfy the minimum distribution requirements
under Code Section 401(a)(9) and the applicable Treasury regulations. The
minimum distribution for a calendar year equals the Participant's Nonforfeitable
Accrued Benefit as of the latest valuation date preceding the beginning of the
calendar year divided by the Participant's life expectancy or, if applicable,
the joint and last survivor expectancy of the Participant and his designated
Beneficiary (as determined under Article VIII, subject to the requirements of
the Code Section 401(a)(9) regulations). The Advisory Committee will increase
the Participant's Nonforfeitable Accrued Benefit, as determined on the relevant
valuation date, for contributions or forfeitures allocated after the valuation
date and by December 31 of the valuation calendar year, and will decrease the
valuation by distributions made after the valuation date and by December 31 of
the valuation calendar year. For purposes of this valuation, the Advisory
Committee will treat any portion of the minimum distribution for the first
distribution calendar year made after the close of that year as a distribution
occurring in that first distribution calendar year. In computing a minimum
distribution, the Advisory Committee must use the unisex life expectancy
multiples under Treas. Reg. Section 1.72-9. The Advisory Committee, only upon
the Participant's written request, will compute the minimum distribution for a
calendar year subsequent to the first calendar year for which the Plan requires
a minimum distribution by redetermining the applicable life expectancy. However,
the Advisory Committee may not redetermine the joint life and last survivor
expectancy of the Participant and a nonspouse designated Beneficiary in a manner
which takes into account any adjustment to a life expectancy other than the
Participant's life expectancy.


                                      6.03
<PAGE>
      If the Participant's spouse is not his designated Beneficiary, a method of
payment to the Participant (whether by Participant election or by Advisory
Committee direction) may not provide more than incidental benefits to the
Beneficiary. For Plan Years beginning after December 31, 1988, the Plan must
satisfy the minimum distribution incidental benefit ("MDIB") requirement in the
Treasury regulations issued under Code Section 401(a)(9) for distributions made
on or after the Participant's Required Beginning Date and before the
Participant's death. To satisfy the MDIB requirement, the Advisory Committee
will compute the minimum distribution required by this Section 6.02(A) by
substituting the applicable MDIB divisor for the applicable life expectancy
factor, if the MDIB divisor is a lesser number. Following the Participant's
death, the Advisory Committee will compute the minimum distribution required by
this Section 6.02(A) solely on the basis of the applicable life expectancy
factor and will disregard the MDIB factor. For Plan Years beginning prior to
January 1, 1989, the Plan satisfies the incidental benefits requirement if the
distributions to the Participant satisfied the MDIB requirement or if the
present value of the retirement benefits payable solely to the Participant is
greater than 50% of the present value of the total benefits payable to the
Participant and his Beneficiaries. The Advisory Committee must determine whether
benefits to the Beneficiary are incidental as of the date the Trustee is to
commence payment of the retirement benefits to the Participant, or as of any
date the Trustee redetermines the payment period to the Participant.

      The minimum distribution for the first distribution calendar year is due
by the Participant's Required Beginning Date. The minimum distribution for each
subsequent distribution calendar year, including the calendar year in which the
Participant's Required Beginning Date occurs, is due by December 31 of that
year. If the Participant receives distribution in the form of a Nontransferable
Annuity Contract, the distribution satisfies this Section 6.02(A) if the
contract complies with the requirements of Code Section 401(a)(9) and the
applicable Treasury regulations.

(B) MINIMUM DISTRIBUTION REQUIREMENTS FOR BENEFICIARIES. The method of
distribution to the Participant's Beneficiary must satisfy Code Section
401(a)(9) and the applicable Treasury regulations. If the Participant's death
occurs after his Required Beginning Date or, if earlier, the date the
Participant commences an irrevocable annuity pursuant to Section 6.04, the
method of payment to the Beneficiary must provide for completion of payment over
a period which does not exceed the payment period which had commenced for the
Participant. If the Participant's death occurs prior to his Required Beginning
Date, and the Participant had not commenced an irrevocable annuity pursuant to
Section 6.04, the method of payment to the Beneficiary, subject to Section 6.04,
must provide for completion of payment to the Beneficiary over a period not
exceeding: (i) 5 years after the date of the Participant's death; or (ii) if the
Beneficiary is a designated Beneficiary, the designated Beneficiary's life
expectancy. The Advisory Committee may not direct payment of the Participant's
Nonforfeitable Accrued Benefit over a period described in clause (ii) unless the
Trustee will commence payment to the designated Beneficiary no later than the
December 31 following the close of the calendar year in which the Participant's
death occurred or, if later, and the designated Beneficiary is the Participant's
surviving spouse, December 31 of the calendar year in which the Participant
would have attained age 70 1/2. If the Trustee will make distribution in
accordance with clause (ii), the minimum distribution for a calendar year equals
the Participant's Nonforfeitable Accrued Benefit as of the latest valuation date
preceding the beginning of the calendar year divided by the designated
Beneficiary's life expectancy. The Advisory Committee must use the unisex life
expectancy multiples under Treas. Reg. Section 1.72-9 for purposes of applying
this paragraph. The Advisory Committee, only upon the written request of the
Participant or of the Participant's surviving spouse, will recalculate the life
expectancy of the Participant's surviving spouse not more frequently than
annually, but may not recalculate the life expectancy of a nonspouse designated
Beneficiary after the Trustee commences payment to the designated Beneficiary.
The Advisory Committee will apply this paragraph by treating any amount paid to
the Participant's child, which becomes payable to the Participant's surviving
spouse upon the child's attaining the age of majority, as paid to the
Participant's surviving spouse. Upon the Beneficiary's written request, the
Advisory Committee must direct the Trustee to accelerate payment of all, or any
portion, of the Participant's unpaid Accrued Benefit, as soon as
administratively practicable following the effective date of that request.


                                      6.04
<PAGE>
      6.03 BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days, but not later
than 30 days, before the Participant's annuity starting date, the Advisory
Committee must provide a benefit notice to a Participant who is eligible to make
an election under this Section 6.03. The benefit notice must explain the
optional forms of benefit in the Plan, including the material features and
relative values of those options, and the Participant's right to defer
distribution until he attains the later of Normal Retirement Age or age 62.

      If a Participant or Beneficiary makes an election prescribed by this
Section 6.03, the Advisory Committee will direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in accordance with that election.
Any election under this Section 6.03 is subject to the requirements of Section
6.02 and of Section 6.04. The Participant or Beneficiary must make an election
under this Section 6.03 by filing his election with the Advisory Committee at
any time before the Trustee otherwise would commence to pay a Participant's
Accrued Benefit in accordance with the requirements of Article VI.

(A) PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. If the present value of
a Participant's Nonforfeitable Accrued Benefit exceeds $3,500, he may elect to
have the Trustee commence distribution as of any distribution date permitted
under the Employer's Adoption Agreement Section 6.03. The Participant may
reconsider an election at any time prior to the annuity starting date and elect
to commence distribution as of any other distribution date permitted under the
Employer's Adoption Agreement Section 6.03. If the Participant is
partially-vested in his Accrued Benefit, an election under this Paragraph (A) to
distribute prior to the Participant's incurring a Forfeiture Break in Service
(as defined in Section 5.08), must be in the form of a cash-out distribution (as
defined in Article V). A Participant may not receive a cash-out distribution if,
prior to the time the Trustee actually makes the cash-out distribution, the
Participant returns to employment with the Employer. Following his attainment of
Normal Retirement Age, a Participant who has separated from Service may elect
distribution as of any distribution date, irrespective of the elections under
Adoption Agreement Section 6.03.

(B) PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE. The Employer must
specify in its Adoption Agreement the distribution election rights, if any, a
Participant has prior to his Separation from Service. A Participant must make an
election under this Section 6.03(B) on a form prescribed by the Advisory
Committee at any time during the Plan Year for which his election is to be
effective. In his written election, the Participant must specify the percentage
or dollar amount he wishes the Trustee to distribute to him. The Participant's
election relates solely to the percentage or dollar amount specified in his
election form and his right to elect to receive an amount, if any, for a
particular Plan Year greater than the dollar amount or percentage specified in
his election form terminates on the Accounting Date. The Trustee must make a
distribution to a Participant in accordance with his election under this Section
6.03(B) within the 90 day period (or as soon as administratively practicable)
after the Participant files his written election with the Trustee. The Trustee
will distribute the balance of the Participant's Accrued Benefit not distributed
pursuant to his election(s) in accordance with the other distribution provisions
of this Plan.

(C) DEATH BENEFIT ELECTIONS. If the present value of the deceased Participant's
Nonforfeitable Accrued Benefit exceeds $3,500, the Participant's Beneficiary may
elect to have the Trustee distribute the Participant's Nonforfeitable Accrued
Benefit in a form and within a period permitted under Section 6.02. The
Beneficiary's election is subject to any restrictions designated in writing by
the Participant and not revoked as of his date of death.


                                      6.05
<PAGE>
(D) TRANSITIONAL ELECTIONS. Notwithstanding the provisions of Sections 6.01 and
6.02, if the Participant (or Beneficiary) signed a written distribution
designation prior to January 1, 1984, the Advisory Committee must distribute the
Participant's Nonforfeitable Accrued Benefit in accordance with that
designation, subject however, to the survivor requirements, if applicable, of
Sections 6.04, 6.05 and 6.06. This Section 6.03(D) does not apply to a pre-1984
distribution designation, and the Advisory Committee will not comply with that
designation, if any of the following applies: (1) the method of distribution
would have disqualified the Plan under Code Section 401(a)(9) as in effect on
December 31, 1983; (2) the Participant did not have an Accrued Benefit as of
December 31, 1983; (3) the distribution designation does not specify the timing
and form of the distribution and the death Beneficiaries (in order of priority);
(4) the substitution of a Beneficiary modifies the payment period of the
distribution; or, (5) the Participant (or Beneficiary) modifies or revokes the
distribution designation. In the event of a revocation, the Plan must
distribute, no later than December 31 of the calendar year following the year of
revocation, the amount which the Participant would have received under Section
6.02(A) if the distribution designation had not been in effect or, if the
Beneficiary revokes the distribution designation, the amount which the
Beneficiary would have received under Section 6.02(B) if the distribution
designation had not been in effect. The Advisory Committee will apply this
Section 6.03(D) to rollovers and transfers in accordance with Part J of the Code
Section 401(a)(9) Treasury regulations.

      6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.

(A) JOINT AND SURVIVOR ANNUITY. The Advisory Committee must direct the Trustee
to distribute a married or unmarried Participant's Nonforfeitable Accrued
Benefit in the form of a qualified joint and survivor annuity, unless the
Participant makes a valid waiver election (described in Section 6.05) within the
90 day period ending on the annuity starting date. If, as of the annuity
starting date, the Participant is married, a qualified joint and survivor
annuity is an immediate annuity which is purchasable with the Participant's
Nonforfeitable Accrued Benefit and which provides a life annuity for the
Participant and a survivor annuity payable for the remaining life of the
Participant's surviving spouse equal to 50% of the amount of the annuity payable
during the life of the Participant. If, as of the annuity starting date, the
Participant is not married, a qualified joint and survivor annuity is an
immediate life annuity for the Participant which is purchasable with the
Participant's Nonforfeitable Accrued Benefit. On or before the annuity starting
date, the Advisory Committee, without Participant or spousal consent, must
direct the Trustee to pay the Participant's Nonforfeitable Accrued Benefit in a
lump sum, in lieu of a qualified joint and survivor annuity, in accordance with
Section 6.01, if the Participant's Nonforfeitable Accrued Benefit is not greater
than $3,500. This Section 6.04(A) applies only to a Participant who has
completed at least one Hour of Service with the Employer after August 22, 1984.

(B) PRERETIREMENT SURVIVOR ANNUITY. If a married Participant dies prior to his
annuity starting date, the Advisory Committee will direct the Trustee to
distribute a portion of the Participant's Nonforfeitable Accrued Benefit to the
Participant's surviving spouse in the form of a preretirement survivor annuity,
unless the Participant has a valid waiver election (as described in Section
6.06) in effect, or unless the Participant and his spouse were not married
throughout the one year period ending on the date of his death. A preretirement
survivor annuity is an annuity which is purchasable with 50% of the
Participant's Nonforfeitable Accrued Benefit (determined as of the date of the
Participant's death) and which is payable for the life of the Participant's
surviving spouse. The value of the preretirement survivor annuity is
attributable to Employer contributions and to Employee contributions in the same
proportion as the Participant's Nonforfeitable Accrued Benefit is attributable
to those contributions. The portion of the Participant's Nonforfeitable Accrued
Benefit not payable under this paragraph is payable to the Participant's
Beneficiary, in accordance with the other provisions of this Article VI. If the
present value of the preretirement survivor annuity does not exceed $3,500, the
Advisory Committee, on or before the annuity starting date, must direct the
Trustee to make a lump sum distribution to the Participant's surviving spouse,
in lieu of a preretirement survivor annuity. This Section 6.04(B) applies only
to a Participant who dies after August 22, 1984, and either (i) completes at
least one Hour of Service with the Employer after August 22, 1984, or (ii)
separated from Service with at least 10 Years of Service (as defined in Section
5.06) and completed at least one Hour of Service with the Employer in a Plan
Year beginning after December 31, 1975.


                                      6.06
<PAGE>
(C) SURVIVING SPOUSE ELECTIONS. If the present value of the preretirement
survivor annuity exceeds $3,500, the Participant's surviving spouse may elect to
have the Trustee commence payment of the preretirement survivor annuity at any
time following the date of the Participant's death, but not later than the
mandatory distribution periods described in Section 6.02, and may elect any of
the forms of payment described in Section 6.02, in lieu of the preretirement
survivor annuity. In the absence of an election by the surviving spouse, the
Advisory Committee must direct the Trustee to distribute the preretirement
survivor annuity on the first distribution date following the close of the Plan
Year in which the latest of the following events occurs: (i) the Participant's
death; (ii) the date the Advisory Committee receives notification of or
otherwise confirms the Participant's death; (iii) the date the Participant would
have attained Normal Retirement Age; or (iv) the date the Participant would have
attained age 62.

(D) SPECIAL RULES. If the Participant has in effect a valid waiver election
regarding the qualified joint and survivor annuity or the preretirement survivor
annuity, the Advisory Committee must direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in accordance with Sections 6.01,
6.02 and 6.03. The Advisory Committee will reduce the Participant's
Nonforfeitable Accrued Benefit by any security interest (pursuant to any offset
rights authorized by Section 10.03[E]) held by the Plan by reason of a
Participant loan to determine the value of the Participant's Nonforfeitable
Accrued Benefit distributable in the form of a qualified joint and survivor
annuity or preretirement survivor annuity, provided any post-August 18, 1985,
loan satisfied the spousal consent requirement described in Section 10.03[E] of
the Plan. For purposes of applying this Article VI, the Advisory Committee
treats a former spouse as the Participant's spouse or surviving spouse to the
extent provided under a qualified domestic relations order described in Section
6.07. The provisions of this Section 6.04, and of Sections 6.05 and 6.06, apply
separately to the portion of the Participant's Nonforfeitable Accrued Benefit
subject to the qualified domestic relations order and to the portion of the
Participant's Nonforfeitable Accrued Benefit not subject to that order.

(E) PROFIT SHARING PLAN ELECTION. If this Plan is a profit sharing plan, the
Employer must elect the extent to which the preceding provisions of Section 6.04
apply. If the Employer elects to apply this Section 6.04 only to a Participant
described in this Section 6.04(E), the preceding provisions of this Section 6.04
apply only to the following Participants: (1) a Participant as respects whom the
Plan is a direct or indirect transferee from a plan subject to the Code Section
417 requirements and the Plan received the transfer after December 31, 1984,
unless the transfer is an elective transfer described in Section 13.06; (2) a
Participant who elects a life annuity distribution (if Section 6.02 or Section
13.02 of the Plan requires the Plan to provide a life annuity distribution
option); and (3) a Participant whose benefits under a defined benefit plan
maintained by the Employer are offset by benefits provided under this Plan. If
the Employer elects to apply this Section 6.04 to all Participants, the
preceding provisions of this Section 6.04 apply to all Participants described in
the first two paragraphs of this Section 6.04, without regard to the limitations
of this Section 6.04(E). Sections 6.05 and 6.06 only apply to Participants to
whom the preceding provisions of this Section 6.04 apply.

      6.05 WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY. Not earlier
than 90 days, but not later than 30 days, before the Participant's annuity
starting date, the Advisory Committee must provide the Participant a written
explanation of the terms and conditions of the qualified joint and survivor
annuity, the Participant's right to make, and the effect of, an election to
waive the joint and survivor form of benefit, the rights of the Participant's
spouse regarding the waiver election and the Participant's right to make, and
the effect of, a revocation of a waiver election. The Plan does not limit the
number of times the Participant may revoke a waiver of the qualified joint and
survivor annuity or make a new waiver during the election period.


                                      6.07
<PAGE>
      A married Participant's waiver election is not valid unless (a) the
Participant's spouse (to whom the survivor annuity is payable under the
qualified joint and survivor annuity), after the Participant has received the
written explanation described in this Section 6.05, has consented in writing to
the waiver election, the spouse's consent acknowledges the effect of the
election, and a notary public or the Plan Administrator (or his representative)
witnesses the spouse's consent, (b) the spouse consents to the alternate form of
payment designated by the Participant or to any change in that designated form
of payment, and (c) unless the spouse is the Participant's sole primary
Beneficiary, the spouse consents to the Participant's Beneficiary designation or
to any change in the Participant's Beneficiary designation. The spouse's consent
to a waiver of the qualified joint and survivor annuity is irrevocable, unless
the Participant revokes the waiver election. The spouse may execute a blanket
consent to any form of payment designation or to any Beneficiary designation
made by the Participant, if the spouse acknowledges the right to limit that
consent to a specific designation but, in writing, waives that right. The
consent requirements of this Section 6.05 apply to a former spouse of the
Participant, to the extent required under a qualified domestic relations order
described in Section 6.07.

      The Advisory Committee will accept as valid a waiver election which does
not satisfy the spousal consent requirements if the Advisory Committee
establishes the Participant does not have a spouse, the Advisory Committee is
not able to locate the Participant's spouse, the Participant is legally
separated or has been abandoned (within the meaning of State law) and the
Participant has a court order to that effect, or other circumstances exist under
which the Secretary of the Treasury will excuse the consent requirement. If the
Participant's spouse is legally incompetent to give consent, the spouse's legal
guardian (even if the guardian is the Participant) may give consent.

      6.06 WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY. The Advisory
Committee must provide a written explanation of the preretirement survivor
annuity to each married Participant, within the following period which ends
last: (1) the period beginning on the first day of the Plan Year in which the
Participant attains age 32 and ending on the last day of the Plan Year in which
the Participant attains age 34; (2) a reasonable period after an Employee
becomes a Participant; (3) a reasonable period after the joint and survivor
rules become applicable to the Participant; or (4) a reasonable period after a
fully subsidized preretirement survivor annuity no longer satisfies the
requirements for a fully subsidized benefit. A reasonable period described in
clauses (2), (3) and (4) is the period beginning one year before and ending one
year after the applicable event. If the Participant separates from Service
before attaining age 35, clauses (1), (2), (3) and (4) do not apply and the
Advisory Committee must provide the written explanation within the period
beginning one year before and ending one year after the Separation from Service.
The written explanation must describe, in a manner consistent with Treasury
regulations, the terms and conditions of the preretirement survivor annuity
comparable to the explanation of the qualified joint and survivor annuity
required under Section 6.05. The Plan does not limit the number of times the
Participant may revoke a waiver of the preretirement survivor annuity or make a
new waiver during the election period.

      A Participant's waiver election of the preretirement survivor annuity is
not valid unless (a) the Participant makes the waiver election no earlier than
the first day of the Plan Year in which he attains age 35 and (b) the
Participant's spouse (to whom the preretirement survivor annuity is payable)
satisfies the consent requirements described in Section 6.05, except the spouse
need not consent to the form of benefit payable to the designated Beneficiary.
The spouse's consent to the waiver of the preretirement survivor annuity is
irrevocable, unless the Participant revokes the waiver election. Irrespective of
the time of election requirement described in clause (a), if the Participant
separates from Service prior to the first day of the Plan Year in which he
attains age 35, the Advisory Committee will accept a waiver election as respects
the Participant's Accrued Benefit attributable to his Service prior to his
Separation from Service. Furthermore, if a Participant who has not separated
from Service makes a valid waiver election, except for the timing requirement of
clause (a), the Advisory Committee will accept that election as valid, but only
until the first day of the Plan Year in which the Participant attains age 35. A
waiver election described in this paragraph is not valid unless made after the
Participant has received the written explanation described in this Section 6.06.


                                      6.08
<PAGE>
      6.07 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing contained in
this Plan prevents the Trustee, in accordance with the direction of the Advisory
Committee, from complying with the provisions of a qualified domestic relations
order (as defined in Code Section 414(p)). This Plan specifically permits
distribution to an alternate payee under a qualified domestic relations order at
any time, irrespective of whether the Participant has attained his earliest
retirement age (as defined under Code Section 414(p)) under the Plan. A
distribution to an alternate payee prior to the Participant's attainment of
earliest retirement age is available only if: (1) the order specifies
distribution at that time or permits an agreement between the Plan and the
alternate payee to authorize an earlier distribution; and (2) if the present
value of the alternate payee's benefits under the Plan exceeds $3,500, and the
order requires, the alternate payee consents to any distribution occurring prior
to the Participant's attainment of earliest retirement age. The Employer, in an
addendum to its Adoption Agreement numbered 6.07, may elect to limit
distribution to an alternate payee only when the Participant has attained his
earliest retirement age under the Plan. Nothing in this Section 6.07 gives a
Participant a right to receive distribution at a time otherwise not permitted
under the Plan nor does it permit the alternate payee to receive a form of
payment not otherwise permitted under the Plan.

      The Advisory Committee must establish reasonable procedures to determine
the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Advisory Committee promptly will notify the Participant and
any alternate payee named in the order, in writing, of the receipt of the order
and the Plan's procedures for determining the qualified status of the order.
Within a reasonable period of time after receiving the domestic relations order,
the Advisory Committee must determine the qualified status of the order and must
notify the Participant and each alternate payee, in writing, of its
determination. The Advisory Committee must provide notice under this paragraph
by mailing to the individual's address specified in the domestic relations
order, or in a manner consistent with Department of Labor regulations.

      If any portion of the Participant's Nonforfeitable Accrued Benefit is
payable during the period the Advisory Committee is making its determination of
the qualified status of the domestic relations order, the Advisory Committee
must make a separate accounting of the amounts payable. If the Advisory
Committee determines the order is a qualified domestic relations order within 18
months of the date amounts first are payable following receipt of the order, the
Advisory Committee will direct the Trustee to distribute the payable amounts in
accordance with the order. If the Advisory Committee does not make its
determination of the qualified status of the order within the 18-month
determination period, the Advisory Committee will direct the Trustee to
distribute the payable amounts in the manner the Plan would distribute if the
order did not exist and will apply the order prospectively if the Advisory
Committee later determines the order is a qualified domestic relations order.

      To the extent it is not inconsistent with the provisions of the qualified
domestic relations order, the Advisory Committee may direct the Trustee to
invest any partitioned amount in a segregated subaccount or separate account and
to invest the account in Federally insured, interest-bearing savings account(s)
or time deposit(s) (or a combination of both), or in other fixed income
investments. A segregated subaccount remains a part of the Trust, but it alone
shares in any income it earns, and it alone bears any expense or loss it incurs.
The Trustee will make any payments or distributions required under this Section
6.07 by separate benefit checks or other separate distribution to the alternate
payee(s).

                          * * * * * * * * * * * * * * *


                                      6.09
<PAGE>
                                   ARTICLE VII
                       EMPLOYER ADMINISTRATIVE PROVISIONS

      7.01 INFORMATION TO COMMITTEE. The Employer must supply current
information to the Advisory Committee as to the name, date of birth, date of
employment, annual compensation, leaves of absence, Years of Service and date of
termination of employment of each Employee who is, or who will be eligible to
become, a Participant under the Plan, together with any other information which
the Advisory Committee considers necessary. The Employer's records as to the
current information the Employer furnishes to the Advisory Committee are
conclusive as to all persons.

      7.02 NO LIABILITY. The Employer assumes no obligation or responsibility to
any of its Employees, Participants or Beneficiaries for any act of, or failure
to act, on the part of its Advisory Committee (unless the Employer is the
Advisory Committee), the Trustee, the Custodian, if any, or the Plan
Administrator (unless the Employer is the Plan Administrator).

      7.03 INDEMNITY OF CERTAIN FIDUCIARIES. The Employer indemnifies and saves
harmless the Plan Administrator and the members of the Advisory Committee, and
each of them, from and against any and all loss resulting from liability to
which the Plan Administrator and the Advisory Committee, or the members of the
Advisory Committee, may be subjected by reason of any act or conduct (except
willful misconduct or gross negligence) in their official capacities in the
administration of this Trust or Plan or both, including all expenses reasonably
incurred in their defense, in case the Employer fails to provide such defense.
The indemnification provisions of this Section 7.03 do not relieve the Plan
Administrator or any Advisory Committee member from any liability he may have
under ERISA for breach of a fiduciary duty. Furthermore, the Plan Administrator
and the Advisory Committee members and the Employer may execute a letter
agreement further delineating the indemnification agreement of this Section
7.03, provided the letter agreement must be consistent with and does not violate
ERISA. The indemnification provisions of this Section 7.03 extend to the Trustee
(or to a Custodian, if any) solely to the extent provided by a letter agreement
executed by the Trustee (or Custodian) and the Employer.

      7.04 EMPLOYER DIRECTION OF INVESTMENT. The Employer has the right to
direct the Trustee with respect to the investment and re-investment of assets
comprising the Trust Fund only if the Trustee consents in writing to permit such
direction. If the Trustee consents to Employer direction of investment, the
Trustee and the Employer must execute a letter agreement as a part of this Plan
containing such conditions, limitations and other provisions they deem
appropriate before the Trustee will follow any Employer direction as respects
the investment or re-investment of any part of the Trust Fund.

      7.05 AMENDMENT TO VESTING SCHEDULE. Though the Employer reserves the right
to amend the vesting schedule at any time, the Advisory Committee will not apply
the amended vesting schedule to reduce the Nonforfeitable percentage of any
Participant's Accrued Benefit derived from Employer contributions (determined as
of the later of the date the Employer adopts the amendment, or the date the
amendment becomes effective) to a percentage less than the Nonforfeitable
percentage computed under the Plan without regard to the amendment. An amended
vesting schedule will apply to a Participant only if the Participant receives
credit for at least one Hour of Service after the new schedule becomes
effective.


                                      7.01
<PAGE>
      If the Employer makes a permissible amendment to the vesting schedule,
each Participant having at least 3 Years of Service with the Employer may elect
to have the percentage of his Nonforfeitable Accrued Benefit computed under the
Plan without regard to the amendment. For Plan Years beginning prior to January
1, 1989, the election described in the preceding sentence applies only to
Participants having at least 5 Years of Service with the Employer. The
Participant must file his election with the Advisory Committee within 60 days of
the latest of (a) the Employer's adoption of the amendment; (b) the effective
date of the amendment; or (c) his receipt of a copy of the amendment. The
Advisory Committee, as soon as practicable, must forward a true copy of any
amendment to the vesting schedule to each affected Participant, together with an
explanation of the effect of the amendment, the appropriate form upon which the
Participant may make an election to remain under the vesting schedule provided
under the Plan prior to the amendment and notice of the time within which the
Participant must make an election to remain under the prior vesting schedule.
The election described in this Section 7.05 does not apply to a Participant if
the amended vesting schedule provides for vesting at least as rapid at all times
as the vesting schedule in effect prior to the amendment. For purposes of this
Section 7.05, an amendment to the vesting schedule includes any Plan amendment
which directly or indirectly affects the computation of the Nonforfeitable
percentage of an Employee's rights to his Employer derived Accrued Benefit.
Furthermore, the Advisory Committee must treat any shift in the vesting
schedule, due to a change in the Plan's top heavy status, as an amendment to the
vesting schedule for purposes of this Section 7.05.

                          * * * * * * * * * * * * * * *


                                      7.02
<PAGE>
                                  ARTICLE VIII
                      PARTICIPANT ADMINISTRATIVE PROVISIONS

      8.01 BENEFICIARY DESIGNATION. Any Participant may from time to time
designate, in writing, any person or persons, contingently or successively, to
whom the Trustee will pay his Nonforfeitable Accrued Benefit (including any life
insurance proceeds payable to the Participant's Account) in the event of his
death and the Participant may designate the form and method of payment. The
Advisory Committee will prescribe the form for the written designation of
Beneficiary and, upon the Participant's filing the form with the Advisory
Committee, the form effectively revokes all designations filed prior to that
date by the same Participant.

(A) COORDINATION WITH SURVIVOR REQUIREMENTS. If the joint and survivor
requirements of Article VI apply to the Participant, this Section 8.01 does not
impose any special spousal consent requirements on the Participant's Beneficiary
designation. However, in the absence of spousal consent (as required by Article
VI) to the Participant's Beneficiary designation: (1) any waiver of the joint
and survivor annuity or of the preretirement survivor annuity is not valid; and
(2) if the Participant dies prior to his annuity starting date, the
Participant's Beneficiary designation will apply only to the portion of the
death benefit which is not payable as a preretirement survivor annuity.
Regarding clause (2), if the Participant's surviving spouse is a primary
Beneficiary under the Participant's Beneficiary designation, the Trustee will
satisfy the spouse's interest in the Participant's death benefit first from the
portion which is payable as a preretirement survivor annuity.

(B) PROFIT SHARING PLAN EXCEPTION. If the Plan is a profit sharing plan, the
Beneficiary designation of a married Exempt Participant is not valid unless the
Participant's spouse consents (in a manner described in Section 6.05) to the
Beneficiary designation. An "Exempt Participant" is a Participant who is not
subject to the joint and survivor requirements of Article VI. The spousal
consent requirement in this paragraph does not apply if the Exempt Participant
and his spouse are not married throughout the one year period ending on the date
of the Participant's death, or if the Participant's spouse is the Participant's
sole primary Beneficiary.

      8.02 NO BENEFICIARY DESIGNATION/DEATH OF BENEFICIARY. If a Participant
fails to name a Beneficiary in accordance with Section 8.01, or if the
Beneficiary named by a Participant predeceases him, then the Trustee will pay
the Participant's Nonforfeitable Accrued Benefit in accordance with Section 6.02
in the following order of priority, unless the Employer specifies a different
order of priority in an addendum to its Adoption Agreement, to:

      (a) The Participant's surviving spouse;

      (b) The Participant's surviving children, including adopted children, in
      equal shares;

      (c) The Participant's surviving parents, in equal shares; or

      (d) The Participant's estate.

      If the Beneficiary does not predecease the Participant, but dies prior to
distribution of the Participant's entire Nonforfeitable Accrued Benefit, the
Trustee will pay the remaining Nonforfeitable Accrued Benefit to the
Beneficiary's estate unless the Participant's Beneficiary designation provides
otherwise or unless the Employer provides otherwise in its Adoption Agreement.
If the Plan is a profit sharing plan, and the Plan includes Exempt Participants,
the Employer may not specify a different order of priority in the Adoption
Agreement unless the Participant's surviving spouse will be first in the
different order of priority. The Advisory Committee will direct the Trustee as
to the method and to whom the Trustee will make payment under this Section 8.02.


                                      8.01
<PAGE>
      8.03 PERSONAL DATA TO COMMITTEE. Each Participant and each Beneficiary of
a deceased Participant must furnish to the Advisory Committee such evidence,
data or information as the Advisory Committee considers necessary or desirable
for the purpose of administering the Plan. The provisions of this Plan are
effective for the benefit of each Participant upon the condition precedent that
each Participant will furnish promptly full, true and complete evidence, data
and information when requested by the Advisory Committee, provided the Advisory
Committee advises each Participant of the effect of his failure to comply with
its request.

      8.04 ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary of a
deceased Participant must file with the Advisory Committee from time to time, in
writing, his post office address and any change of post office address. Any
communication, statement or notice addressed to a Participant, or Beneficiary,
at his last post office address filed with the Advisory Committee, or as shown
on the records of the Employer, binds the Participant, or Beneficiary, for all
purposes of this Plan.

      8.05 ASSIGNMENT OR ALIENATION. Subject to Code Section 414(p) relating to
qualified domestic relations orders, neither a Participant nor a Beneficiary may
anticipate, assign or alienate (either at law or in equity) any benefit provided
under the Plan, and the Trustee will not recognize any such anticipation,
assignment or alienation. Furthermore, a benefit under the Plan is not subject
to attachment, garnishment, levy, execution or other legal or equitable
process.

      8.06 NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the time
prescribed by ERISA and the applicable regulations, must furnish all
Participants and Beneficiaries a summary description of any material amendment
to the Plan or notice of discontinuance of the Plan and all other information
required by ERISA to be furnished without charge.

      8.07 LITIGATION AGAINST THE TRUST. A court of competent jurisdiction may
authorize any appropriate equitable relief to redress violations of ERISA or to
enforce any provisions of ERISA or the terms of the Plan. A fiduciary may
receive reimbursement of expenses properly and actually incurred in the
performance of his duties with the Plan.

      8.08 INFORMATION AVAILABLE. Any Participant in the Plan or any Beneficiary
may examine copies of the Plan description, latest annual report, any bargaining
agreement, this Plan and Trust, contract or any other instrument under which the
Plan was established or is operated. The Plan Administrator will maintain all of
the items listed in this Section 8.08 in his office, or in such other place or
places as he may designate from time to time in order to comply with the
regulations issued under ERISA, for examination during reasonable business
hours. Upon the written request of a Participant or Beneficiary the Plan
Administrator must furnish him with a copy of any item listed in this Section
8.08. The Plan Administrator may make a reasonable charge to the requesting
person for the copy so furnished.

      8.09 APPEAL PROCEDURE FOR DENIAL OF BENEFITS. A Participant or a
Beneficiary ("Claimant") may file with the Advisory Committee a written claim
for benefits, if the Participant or Beneficiary determines the distribution
procedures of the Plan have not provided him his proper Nonforfeitable Accrued
Benefit. The Advisory Committee must render a decision on the claim within 60
days of the Claimant's written claim for benefits. The Plan Administrator must
provide adequate notice in writing to the Claimant whose claim for benefits
under the Plan the Advisory Committee has denied. The Plan Administrator's
notice to the Claimant must set forth:

      (a) The specific reason for the denial;

      (b) Specific references to pertinent Plan provisions on which the Advisory
      Committee based its denial;

      (c) A description of any additional material and information needed for
      the Claimant to perfect his claim and an explanation of why the material
      or information is needed; and


                                      8.02
<PAGE>
      (d) That any appeal the Claimant wishes to make of the adverse
      determination must be in writing to the Advisory Committee within 75 days
      after receipt of the Plan Administrator's notice of denial of benefits.
      The Plan Administrator's notice must further advise the Claimant that his
      failure to appeal the action to the Advisory Committee in writing within
      the 75-day period will render the Advisory Committee's determination
      final, binding and conclusive.

      If the Claimant should appeal to the Advisory Committee, he, or his duly
authorized representative, may submit, in writing, whatever issues and comments
he, or his duly authorized representative, feels are pertinent. The Claimant, or
his duly authorized representative, may review pertinent Plan documents. The
Advisory Committee will re-examine all facts related to the appeal and make a
final determination as to whether the denial of benefits is justified under the
circumstances. The Advisory Committee must advise the Claimant of its decision
within 60 days of the Claimant's written request for review, unless special
circumstances (such as a hearing) would make the rendering of a decision within
the 60-day limit unfeasible, but in no event may the Advisory Committee render a
decision respecting a denial for a claim for benefits later than 120 days after
its receipt of a request for review.

      The Plan Administrator's notice of denial of benefits must identify the
name of each member of the Advisory Committee and the name and address of the
Advisory Committee member to whom the Claimant may forward his appeal.

      8.10 PARTICIPANT DIRECTION OF INVESTMENT. A Participant has the right to
direct the Trustee with respect to the investment or re-investment of the assets
comprising the Participant's individual Account only if the Trustee consents in
writing to permit such direction. If the Trustee consents to Participant
direction of investment, the Trustee will accept direction from each Participant
on a written election form (or other written agreement), as a part of this Plan,
containing such conditions, limitations and other provisions the parties deem
appropriate. The Trustee or, with the Trustee's consent, the Advisory Committee,
may establish written procedures, incorporated specifically as part of this
Plan, relating to Participant direction of investment under this Section 8.10.
The Trustee will maintain a segregated investment Account to the extent a
Participant's Account is subject to Participant self-direction. The Trustee is
not liable for any loss, nor is the Trustee liable for any breach, resulting
from a Participant's direction of the investment of any part of his directed
Account.

      The Advisory Committee, to the extent provided in a written loan policy
adopted under Section 9.04, will treat a loan made to a Participant as a
Participant direction of investment under this Section 8.10. To the extent of
the loan outstanding at any time, the borrowing Participant's Account alone
shares in any interest paid on the loan, and it alone bears any expense or loss
it incurs in connection with the loan. The Trustee may retain any principal or
interest paid on the borrowing Participant's loan in an interest bearing
segregated Account on behalf of the borrowing Participant until the Trustee (or
the Named Fiduciary, in the case of a nondiscretionary Trustee) deems it
appropriate to add the amount paid to the Participant's separate Account under
the Plan.

      If the Trustee consents to Participant direction of investment of his
Account, the Plan treats any post-December 31, 1981, investment by a
Participant's directed Account in collectibles (as defined by Code Section
408(m)) as a deemed distribution to the Participant for Federal income tax
purposes.

                          * * * * * * * * * * * * * * *


                                      8.03
<PAGE>
                                   ARTICLE IX
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

      9.01 MEMBERS' COMPENSATION, EXPENSES. The Employer must appoint an
Advisory Committee to administer the Plan, the members of which may or may not
be Participants in the Plan, or which may be the Plan Administrator acting
alone. In the absence of an Advisory Committee appointment, the Plan
Administrator assumes the powers, duties and responsibilities of the Advisory
Committee. The members of the Advisory Committee will serve without compensation
for services as such, but the Employer will pay all expenses of the Advisory
Committee, except to the extent the Trust properly pays for such expenses,
pursuant to Article X.

      9.02 TERM. Each member of the Advisory Committee serves until the
appointment of his successor.

      9.03 POWERS. In case of a vacancy in the membership of the Advisory
Committee, the remaining members of the Advisory Committee may exercise any and
all of the powers, authority, duties and discretion conferred upon the Advisory
Committee pending the filling of the vacancy.

      9.04 GENERAL. The Advisory Committee has the following powers and duties:

      (a) To select a Secretary, who need not be a member of the Advisory
      Committee;

      (b) To determine the rights of eligibility of an Employee to participate
      in the Plan, the value of a Participant's Accrued Benefit and the
      Nonforfeitable percentage of each Participant's Accrued Benefit;

      (c) To adopt rules of procedure and regulations necessary for the proper
      and efficient administration of the Plan provided the rules are not
      inconsistent with the terms of this Agreement;

      (d) To construe and enforce the terms of the Plan and the rules and
      regulations it adopts, including interpretation of the Plan documents and
      documents related to the Plan's operation;

      (e) To direct the Trustee as respects the crediting and distribution of
      the Trust;

      (f) To review and render decisions respecting a claim for (or denial of a
      claim for) a benefit under the Plan;

      (g) To furnish the Employer with information which the Employer may
      require for tax or other purposes;

      (h) To engage the service of agents whom it may deem advisable to assist
      it with the performance of its duties;

      (i) To engage the services of an Investment Manager or Managers (as
      defined in ERISA Section 3(38)), each of whom will have full power and
      authority to manage, acquire or dispose (or direct the Trustee with
      respect to acquisition or disposition) of any Plan asset under its
      control;

      (j) To establish, in its sole discretion, a nondiscriminatory policy (see
      Section 9.04(A)) which the Trustee must observe in making loans, if any,
      to Participants and Beneficiaries; and

      (k) To establish and maintain a funding standard account and to make
      credits and charges to the account to the extent required by and in
      accordance with the provisions of the Code.

      The Advisory Committee must exercise all of its powers, duties and
discretion under the Plan in a uniform and nondiscriminatory manner.


                                      9.01
<PAGE>
(A) LOAN POLICY. If the Advisory Committee adopts a loan policy, pursuant to
paragraph (j), the loan policy must be a written document and must include: (1)
the identity of the person or positions authorized to administer the participant
loan program; (2) a procedure for applying for the loan; (3) the criteria for
approving or denying a loan; (4) the limitations, if any, on the types and
amounts of loans available; (5) the procedure for determining a reasonable rate
of interest; (6) the types of collateral which may secure the loan; and (7) the
events constituting default and the steps the Plan will take to preserve plan
assets in the event of default. This Section 9.04 specifically incorporates a
written loan policy as part of the Employer's Plan.

      9.05 FUNDING POLICY. The Advisory Committee will review, not less often
than annually, all pertinent Employee information and Plan data in order to
establish the funding policy of the Plan and to determine the appropriate
methods of carrying out the Plan's objectives. The Advisory Committee must
communicate periodically, as it deems appropriate, to the Trustee and to any
Plan Investment Manager the Plan's short-term and long-term financial needs so
investment policy can be coordinated with Plan financial requirements.

      9.06 MANNER OF ACTION. The decision of a majority of the members appointed
and qualified controls.

      9.07 AUTHORIZED REPRESENTATIVE. The Advisory Committee may authorize any
one of its members, or its Secretary, to sign on its behalf any notices,
directions, applications, certificates, consents, approvals, waivers, letters or
other documents. The Advisory Committee must evidence this authority by an
instrument signed by all members and filed with the Trustee.

      9.08 INTERESTED MEMBER. No member of the Advisory Committee may decide or
determine any matter concerning the distribution, nature or method of settlement
of his own benefits under the Plan, except in exercising an election available
to that member in his capacity as a Participant, unless the Plan Administrator
is acting alone in the capacity of the Advisory Committee.

      9.09 INDIVIDUAL ACCOUNTS. The Advisory Committee will maintain, or direct
the Trustee to maintain, a separate Account, or multiple Accounts, in the name
of each Participant to reflect the Participant's Accrued Benefit under the Plan.
If a Participant re-enters the Plan subsequent to his having a Forfeiture Break
in Service, the Advisory Committee, or the Trustee, must maintain a separate
Account for the Participant's pre-Forfeiture Break in Service Accrued Benefit
and a separate Account for his post-Forfeiture Break in Service Accrued Benefit,
unless the Participant's entire Accrued Benefit under the Plan is 100%
Nonforfeitable.

      The Advisory Committee will make its allocations, or request the Trustee
to make its allocations, to the Accounts of the Participants in accordance with
the provisions of Section 9.11. The Advisory Committee may direct the Trustee to
maintain a temporary segregated investment Account in the name of a Participant
to prevent a distortion of income, gain or loss allocations under Section 9.11.
The Advisory Committee must maintain records of its activities.

      9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of each
Participant's Accrued Benefit consists of that proportion of the net worth (at
fair market value) of the Employer's Trust Fund which the net credit balance in
his Account (exclusive of the cash value of incidental benefit insurance
contracts) bears to the total net credit balance in the Accounts (exclusive of
the cash value of the incidental benefit insurance contracts) of all
Participants plus the cash surrender value of any incidental benefit insurance
contracts held by the Trustee on the Participant's life.

      For purposes of a distribution under the Plan, the value of a
Participant's Accrued Benefit is its value as of the valuation date immediately
preceding the date of the distribution. Any distribution (other than a
distribution from a segregated Account) made to a Participant (or to his
Beneficiary) more than 90 days after the most recent valuation date may include
interest on the amount of the distribution as an expense of the Trust Fund. The
interest, if any, accrues from such valuation date to the date of the
distribution at the rate established in the Employer's Adoption Agreement.


                                      9.02
<PAGE>
      9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. A "valuation
date" under this Plan is each Accounting Date and each interim valuation date
determined under Section 10.14. As of each valuation date the Advisory Committee
must adjust Accounts to reflect net income, gain or loss since the last
valuation date. The valuation period is the period beginning the day after the
last valuation date and ending on the current valuation date.

(A) TRUST FUND ACCOUNTS. The allocation provisions of this paragraph apply to
all Participant Accounts other than segregated investment Accounts. The Advisory
Committee first will adjust the Participant Accounts, as those Accounts stood at
the beginning of the current valuation period, by reducing the Accounts for any
forfeitures arising under Section 5.09 or under Section 9.14, for amounts
charged during the valuation period to the Accounts in accordance with Section
9.13 (relating to distributions) and Section 11.01 (relating to insurance
premiums), and for the cash value of incidental benefit insurance contracts. The
Advisory Committee then, subject to the restoration allocation requirements of
Section 5.04 or of Section 9.14, will allocate the net income, gain or loss pro
rata to the adjusted Participant Accounts. The allocable net income, gain or
loss is the net income (or net loss), including the increase or decrease in the
fair market value of assets, since the last valuation date.

(B) SEGREGATED INVESTMENT ACCOUNTS. A segregated investment Account receives all
income it earns and bears all expense or loss it incurs. The Advisory Committee
will adopt uniform and nondiscriminatory procedures for determining income or
loss of a segregated investment Account in a manner which reasonably reflects
investment directions relating to pooled investments and investment directions
occurring during a valuation period. As of the valuation date, the Advisory
Committee must reduce a segregated Account for any forfeiture arising under
Section 5.09 after the Advisory Committee has made all other allocations,
changes or adjustments to the Account for the Plan Year.

(C) ADDITIONAL RULES. An Excess Amount or suspense account described in Part 2
of Article III does not share in the allocation of net income, gain or loss
described in this Section 9.11. If the Employer maintains its Plan under a Code
Section 401(k) Adoption Agreement, the Employer may specify in its Adoption
Agreement alternate valuation provisions authorized by that Adoption Agreement.
This Section 9.11 applies solely to the allocation of net income, gain or loss
of the Trust. The Advisory Committee will allocate the Employer contributions
and Participant forfeitures, if any, in accordance with Article III.

      9.12 INDIVIDUAL STATEMENT. As soon as practicable after the Accounting
Date of each Plan Year, but within the time prescribed by ERISA and the
regulations under ERISA, the Plan Administrator will deliver to each Participant
(and to each Beneficiary) a statement reflecting the condition of his Accrued
Benefit in the Trust as of that date and such other information ERISA requires
be furnished the Participant or Beneficiary. No Participant, except a member of
the Advisory Committee, has the right to inspect the records reflecting the
Account of any other Participant.

      9.13 ACCOUNT CHARGED. The Advisory Committee will charge a Participant's
Account for all distributions made from that Account to the Participant, to his
Beneficiary or to an alternate payee. The Advisory Committee also will charge a
Participant's Account for any administrative expenses incurred by the Plan
directly related to that Account.


                                      9.03
<PAGE>
      9.14 UNCLAIMED ACCOUNT PROCEDURE. The Plan does not require either the
Trustee or the Advisory Committee to search for, or to ascertain the whereabouts
of, any Participant or Beneficiary. At the time the Participant's or
Beneficiary's benefit becomes distributable under Article VI, the Advisory
Committee, by certified or registered mail addressed to his last known address
of record with the Advisory Committee or the Employer, must notify any
Participant, or Beneficiary, that he is entitled to a distribution under this
Plan. The notice must quote the provisions of this Section 9.14 and otherwise
must comply with the notice requirements of Article VI. If the Participant, or
Beneficiary, fails to claim his distributive share or make his whereabouts known
in writing to the Advisory Committee within 6 months from the date of mailing of
the notice, the Advisory Committee will treat the Participant's or Beneficiary's
unclaimed payable Accrued Benefit as forfeited and will reallocate the unclaimed
payable Accrued Benefit in accordance with Section 3.05. A forfeiture under this
paragraph will occur at the end of the notice period or, if later, the earliest
date applicable Treasury regulations would permit the forfeiture. Pending
forfeiture, the Advisory Committee, following the expiration of the notice
period, may direct the Trustee to segregate the Nonforfeitable Accrued Benefit
in a segregated Account and to invest that segregated Account in Federally
insured interest bearing savings accounts or time deposits (or in a combination
of both), or in other fixed income investments.

      If a Participant or Beneficiary who has incurred a forfeiture of his
Accrued Benefit under the provisions of the first paragraph of this Section 9.14
makes a claim, at any time, for his forfeited Accrued Benefit, the Advisory
Committee must restore the Participant's or Beneficiary's forfeited Accrued
Benefit to the same dollar amount as the dollar amount of the Accrued Benefit
forfeited, unadjusted for any gains or losses occurring subsequent to the date
of the forfeiture. The Advisory Committee will make the restoration during the
Plan Year in which the Participant or Beneficiary makes the claim, first from
the amount, if any, of Participant forfeitures the Advisory Committee otherwise
would allocate for the Plan Year, then from the amount, if any, of the Trust
Fund net income or gain for the Plan Year and then from the amount, or
additional amount, the Employer contributes to enable the Advisory Committee to
make the required restoration. The Advisory Committee must direct the Trustee to
distribute the Participant's or Beneficiary's restored Accrued Benefit to him
not later than 60 days after the close of the Plan Year in which the Advisory
Committee restores the forfeited Accrued Benefit. The forfeiture provisions of
this Section 9.14 apply solely to the Participant's or to the Beneficiary's
Accrued Benefit derived from Employer contributions.

                          * * * * * * * * * * * * * * *


                                      9.04
<PAGE>
                                    ARTICLE X
                      CUSTODIAN/TRUSTEE, POWERS AND DUTIES

      10.01 ACCEPTANCE. The Trustee accepts the Trust created under the Plan and
agrees to perform the obligations imposed. The Trustee must provide bond for the
faithful performance of its duties under the Trust to the extent required by
ERISA.

      10.02 RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to the Employer
for the funds contributed to it by the Employer, but does not have any duty to
see that the contributions received comply with the provisions of the Plan. The
Trustee is not obliged to collect any contributions from the Employer, nor is
obliged to see that funds deposited with it are deposited according to the
provisions of the Plan.

      10.03 INVESTMENT POWERS.

[A] DISCRETIONARY TRUSTEE DESIGNATION. If the Employer, in Adoption Agreement
Section 1.02, designates the Trustee to administer the Trust as a discretionary
Trustee, then the Trustee has full discretion and authority with regard to the
investment of the Trust Fund, except with respect to a Plan asset under the
control or direction of a properly appointed Investment Manager or with respect
to a Plan asset properly subject to Employer, Participant or Advisory Committee
direction of investment. The Trustee must coordinate its investment policy with
Plan financial needs as communicated to it by the Advisory Committee. The
Trustee is authorized and empowered, but not by way of limitation, with the
following powers, rights and duties:

      (a) To invest any part or all of the Trust Fund in any common or preferred
      stocks, open-end or closed-end mutual funds, put and call options traded
      on a national exchange, United States retirement plan bonds, corporate
      bonds, debentures, convertible debentures, commercial paper, U.S. Treasury
      bills, U.S. Treasury notes and other direct or indirect obligations of the
      United States Government or its agencies, improved or unimproved real
      estate situated in the United States, limited partnerships, insurance
      contracts of any type, mortgages, notes or other property of any kind,
      real or personal, to buy or sell options on common stock on a nationally
      recognized exchange with or without holding the underlying common stock,
      to buy and sell commodities, commodity options and contracts for the
      future delivery of commodities, and to make any other investments the
      Trustee deems appropriate, as a prudent man would do under like
      circumstances with due regard for the purposes of this Plan. Any
      investment made or retained by the Trustee in good faith is proper but
      must be of a kind constituting a diversification considered by law
      suitable for trust investments.

      (b) To retain in cash so much of the Trust Fund as it may deem advisable
      to satisfy liquidity needs of the Plan and to deposit any cash held in the
      Trust Fund in a bank account at reasonable interest.

      (c) To invest, if the Trustee is a bank or similar financial institution
      supervised by the United States or by a State, in any type of deposit of
      the Trustee (or of a bank related to the Trustee within the meaning of
      Code Section 414(b)) at a reasonable rate of interest or in a common trust
      fund, as described in Code Section 584, or in a collective investment
      fund, the provisions of which govern the investment of such assets and
      which the Plan incorporates by this reference, which the Trustee (or its
      affiliate, as defined in Code Section 1504) maintains exclusively for the
      collective investment of money contributed by the bank (or the affiliate)
      in its capacity as trustee and which conforms to the rules of the
      Comptroller of the Currency.

      (d) To manage, sell, contract to sell, grant options to purchase, convey,
      exchange, transfer, abandon, improve, repair, insure, lease for any term
      even though commencing in the future or extending beyond the term of the
      Trust, and otherwise deal with all property, real or personal, in such
      manner, for such considerations and on such terms and conditions as the
      Trustee decides.


                                     10.01
<PAGE>
      (e) To credit and distribute the Trust as directed by the Advisory
      Committee. The Trustee is not obliged to inquire as to whether any payee
      or distributee is entitled to any payment or whether the distribution is
      proper or within the terms of the Plan, or as to the manner of making any
      payment or distribution. The Trustee is accountable only to the Advisory
      Committee for any payment or distribution made by it in good faith on the
      order or direction of the Advisory Committee.

      (f) To borrow money, to assume indebtedness, extend mortgages and encumber
      by mortgage or pledge.

      (g) To compromise, contest, arbitrate or abandon claims and demands, in
      its discretion.

      (h) To have with respect to the Trust all of the rights of an individual
      owner, including the power to give proxies, to participate in any voting
      trusts, mergers, consolidations or liquidations, and to exercise or sell
      stock subscriptions or conversion rights.

      (i) To lease for oil, gas and other mineral purposes and to create mineral
      severances by grant or reservation; to pool or unitize interests in oil,
      gas and other minerals; and to enter into operating agreements and to
      execute division and transfer orders.

      (j) To hold any securities or other property in the name of the Trustee or
      its nominee, with depositories or agent depositories or in another form as
      it may deem best, with or without disclosing the trust relationship.

      (k) To perform any and all other acts in its judgment necessary or
      appropriate for the proper and advantageous management, investment and
      distribution of the Trust.

      (l) To retain any funds or property subject to any dispute without
      liability for the payment of interest, and to decline to make payment or
      delivery of the funds or property until final adjudication is made by a
      court of competent jurisdiction.

      (m) To file all tax returns required of the Trustee.

      (n) To furnish to the Employer, the Plan Administrator and the Advisory
      Committee an annual statement of account showing the condition of the
      Trust Fund and all investments, receipts, disbursements and other
      transactions effected by the Trustee during the Plan Year covered by the
      statement and also stating the assets of the Trust held at the end of the
      Plan Year, which accounts are conclusive on all persons, including the
      Employer, the Plan Administrator and the Advisory Committee, except as to
      any act or transaction concerning which the Employer, the Plan
      Administrator or the Advisory Committee files with the Trustee written
      exceptions or objections within 90 days after the receipt of the accounts
      or for which ERISA authorizes a longer period within which to object.

      (o) To begin, maintain or defend any litigation necessary in connection
      with the administration of the Plan, except that the Trustee is not
      obliged or required to do so unless indemnified to its satisfaction.

[B] NONDISCRETIONARY TRUSTEE DESIGNATION/APPOINTMENT OF CUSTODIAN. If the
Employer, in its Adoption Agreement Section 1.02, designates the Trustee to
administer the Trust as a nondiscretionary Trustee, then the Trustee will not
have any discretion or authority with regard to the investment of the Trust
Fund, but must act solely as a directed trustee of the funds contributed to it.
A nondiscretionary Trustee, as directed trustee of the funds held by it under
the Employer's Plan, is authorized and empowered, by way of limitation, with the
following powers, rights and duties, each of which the nondiscretionary Trustee
exercises solely as directed trustee in accordance with the written direction of
the Named Fiduciary (except to the extent a Plan asset is subject to the control
and management of a properly appointed Investment Manager or subject to Advisory
Committee or Participant direction of investment):


                                     10.02
<PAGE>
      (a) To invest any part or all of the Trust Fund in any common or preferred
      stocks, open-end or closed-end mutual funds, put and call options traded
      on a national exchange, United States retirement plan bonds, corporate
      bonds, debentures, convertible debentures, commercial paper, U.S. Treasury
      bills, U.S. Treasury notes and other direct or indirect obligations of the
      United States Government or its agencies, improved or unimproved real
      estate situated in the United States, limited partnerships, insurance
      contracts of any type, mortgages, notes or other property of any kind,
      real or personal, to buy or sell options on common stock on a nationally
      recognized options exchange with or without holding the underlying common
      stock, to buy and sell commodities, commodity options and contracts for
      the future delivery of commodities, and to make any other investments the
      Named Fiduciary deems appropriate.

      (b) To retain in cash so much of the Trust Fund as the Named Fiduciary may
      direct in writing to satisfy liquidity needs of the Plan and to deposit
      any cash held in the Trust Fund in a bank account at reasonable interest,
      including, specific authority to invest in any type of deposit of the
      Trustee (or of a bank related to the Trustee within the meaning of Code
      Section 414(b)) at a reasonable rate of interest.

      (c) To sell, contract to sell, grant options to purchase, convey,
      exchange, transfer, abandon, improve, repair, insure, lease for any term
      even though commencing in the future or extending beyond the term of the
      Trust, and otherwise deal with all property, real or personal, in such
      manner, for such considerations and on such terms and conditions as the
      Named Fiduciary directs in writing.

      (d) To credit and distribute the Trust as directed by the Advisory
      Committee. The Trustee is not obliged to inquire as to whether any payee
      or distributee is entitled to any payment or whether the distribution is
      proper or within the terms of the Plan, or as to the manner of making any
      payment or distribution. The Trustee is accountable only to the Advisory
      Committee for any payment or distribution made by it in good faith on the
      order or direction of the Advisory Committee.

      (e) To borrow money, to assume indebtedness, extend mortgages and encumber
      by mortgage or pledge.

      (f) To have with respect to the Trust all of the rights of an individual
      owner, including the power to give proxies, to participate in any voting
      trusts, mergers, consolidations or liquidations, and to exercise or sell
      stock subscriptions or conversion rights, provided the exercise of any
      such powers is in accordance with and at the written direction of the
      Named Fiduciary.

      (g) To lease for oil, gas and other mineral purposes and to create mineral
      severances by grant or reservation; to pool or unitize interests in oil,
      gas and other minerals; and to enter into operating agreements and to
      execute division and transfer orders, provided the exercise of any such
      powers is in accordance with and at the written direction of the Named
      Fiduciary.

      (h) To hold any securities or other property in the name of the
      nondiscretionary Trustee or its nominee, with depositories or agent
      depositories or in another form as the Named Fiduciary may deem best, with
      or without disclosing the custodial relationship.

      (i) To retain any funds or property subject to any dispute without
      liability for the payment of interest, and to decline to make payment or
      delivery of the funds or property until a court of competent jurisdiction
      makes final adjudication.

      (j) To file all tax returns required of the Trustee.


                                     10.03
<PAGE>
      (k) To furnish to the Named Fiduciary, the Employer, the Plan
      Administrator and the Advisory Committee an annual statement of account
      showing the condition of the Trust Fund and all investments, receipts,
      disbursements and other transactions effected by the nondiscretionary
      Trustee during the Plan Year covered by the statement and also stating the
      assets of the Trust held at the end of the Plan Year, which accounts are
      conclusive on all persons, including the Named Fiduciary, the Employer,
      the Plan Administrator and the Advisory Committee, except as to any act or
      transaction concerning which the Named Fiduciary, the Employer, the Plan
      Administrator or the Advisory Committee files with the nondiscretionary
      Trustee written exceptions or objections within 90 days after the receipt
      of the accounts or for which ERISA authorizes a longer period within which
      to object.

      (l) To begin, maintain or defend any litigation necessary in connection
      with the administration of the Plan, except that the Trustee is not
      obliged or required to do so unless indemnified to its satisfaction.

      APPOINTMENT OF CUSTODIAN. The Employer may appoint a Custodian under the
Plan, the acceptance by the Custodian indicated on the execution page of the
Employer's Adoption Agreement. If the Employer appoints a Custodian, the
Employer's Plan must have a discretionary Trustee, as described in Section
10.03[A]. A Custodian has the same powers, rights and duties as a
nondiscretionary Trustee, as described in this Section 10.03[B]. The Custodian
accepts the terms of the Plan and Trust by executing the Employer's Adoption
Agreement. Any reference in the Plan to a Trustee also is a reference to a
Custodian where the context of the Plan dictates. A limitation of the Trustee's
liability by Plan provision also acts as a limitation of the Custodian's
liability. Any action taken by the Custodian at the discretionary Trustee's
direction satisfies any provision in the Plan referring to the Trustee's taking
that action.

      MODIFICATION OF POWERS/LIMITED RESPONSIBILITY. The Employer and the
Custodian or nondiscretionary Trustee, by letter agreement, may limit the powers
of the Custodian or nondiscretionary Trustee to any combination of powers listed
within this Section 10.03[B]. If there is a Custodian or a nondiscretionary
Trustee under the Employer's Plan, then the Employer, in adopting this Plan
acknowledges the Custodian or nondiscretionary Trustee has no discretion with
respect to the investment or re-investment of the Trust Fund and that the
Custodian or nondiscretionary Trustee is acting solely as custodian or as
directed trustee with respect to the assets comprising the Trust Fund.

[C] LIMITATION OF POWERS OF CERTAIN CUSTODIANS. If a Custodian is a bank which,
under its governing state law, does not possess trust powers, then paragraphs
(a), (c), (e), (f), (g) of Section 10.03[B], Section 10.16 and Article XI do not
apply to that bank and that bank only has the power and authority to exercise
the remaining powers, rights and duties under Section 10.03[B].

[D] NAMED FIDUCIARY/LIMITATION OF LIABILITY OF NONDISCRETIONARY TRUSTEE OR
CUSTODIAN. Under a nondiscretionary Trustee designation, the Named Fiduciary
under the Employer's Plan has the sole responsibility for the management and
control of the Employer's Trust Fund, except with respect to a Plan asset under
the control or direction of a properly appointed Investment Manager or with
respect to a Plan asset properly subject to Participant or Advisory Committee
direction of investment. If the Employer appoints a Custodian, the Named
Fiduciary is the discretionary Trustee. Under a nondiscretionary Trustee
designation, unless the Employer designates in writing another person or persons
to serve as Named Fiduciary, the Named Fiduciary under the Plan is the president
of a corporate Employer, the managing partner of a partnership Employer or the
sole proprietor, as appropriate. The Named Fiduciary will exercise its
management and control of the Trust Fund through its written direction to the
nondiscretionary Trustee or to the Custodian, whichever applies to the
Employer's Plan.


                                     10.04
<PAGE>
      The nondiscretionary Trustee or Custodian has no duty to review or to make
recommendations regarding investments made at the written direction of the Named
Fiduciary. The nondiscretionary Trustee or Custodian must retain any investment
obtained at the written direction of the Named Fiduciary until further directed
in writing by the Named Fiduciary to dispose of such investment. The
nondiscretionary Trustee or Custodian is not liable in any manner or for any
reason for making, retaining or disposing of any investment pursuant to any
written direction described in this paragraph. Furthermore, the Employer agrees
to indemnify and to hold the nondiscretionary Trustee or Custodian harmless from
any damages, costs or expenses, including reasonable counsel fees, which the
nondiscretionary Trustee or Custodian may incur as a result of any claim
asserted against the nondiscretionary Trustee, the Custodian or the Trust
arising out of the nondiscretionary Trustee's or Custodian's compliance with any
written direction described in this paragraph.

[E] PARTICIPANT LOANS. This Section 10.03[E] specifically authorizes the Trustee
to make loans on a nondiscriminatory basis to a Participant or to a Beneficiary
in accordance with the loan policy established by the Advisory Committee,
provided: (1) the loan policy satisfies the requirements of Section 9.04; (2)
loans are available to all Participants and Beneficiaries on a reasonably
equivalent basis and are not available in a greater amount for Highly
Compensated Employees than for other Employees; (3) any loan is adequately
secured and bears a reasonable rate of interest; (4) the loan provides for
repayment within a specified time; (5) the default provisions of the note
prohibit offset of the Participant's Nonforfeitable Accrued Benefit prior to the
time the Trustee otherwise would distribute the Participant's Nonforfeitable
Accrued Benefit; (6) the amount of the loan does not exceed (at the time the
Plan extends the loan) the present value of the Participant's Nonforfeitable
Accrued Benefit; and (7) the loan otherwise conforms to the exemption provided
by Code Section 4975(d)(1). If the joint and survivor requirements of Article VI
apply to the Participant, the Participant may not pledge any portion of his
Accrued Benefit as security for a loan made after August 18, 1985, unless,
within the 90 day period ending on the date the pledge becomes effective, the
Participant's spouse, if any, consents (in a manner described in Section 6.05
other than the requirement relating to the consent of a subsequent spouse) to
the security or, by separate consent, to an increase in the amount of security.
If the Employer is an unincorporated trade or business, a Participant who is an
Owner-Employee may not receive a loan from the Plan, unless he has obtained a
prohibited transaction exemption from the Department of Labor. If the Employer
is an "S Corporation," a Participant who is a shareholder-employee (an employee
or an officer) who, at any time during the Employer's taxable year, owns more
than 5%, either directly or by attribution under Code Section 318(a)(1), of the
Employer's outstanding stock may not receive a loan from the Plan, unless he has
obtained a prohibited transaction exemption from the Department of Labor. If the
Employer is not an unincorporated trade or business nor an "S Corporation," this
Section 10.03[E] does not impose any restrictions on the class of Participants
eligible for a loan from the Plan.

[F] INVESTMENT IN QUALIFYING EMPLOYER SECURITIES AND QUALIFYING EMPLOYER REAL
PROPERTY. The investment options in this Section 10.03[F] include the ability to
invest in qualifying Employer securities or qualifying Employer real property,
as defined in and as limited by ERISA. If the Employer's Plan is a
Nonstandardized profit sharing plan, it may elect in its Adoption Agreement to
permit the aggregate investments in qualifying Employer securities and in
qualifying Employer real property to exceed 10% of the value of Plan assets.

      10.04 RECORDS AND STATEMENTS. The records of the Trustee pertaining to the
Plan must be open to the inspection of the Plan Administrator, the Advisory
Committee and the Employer at all reasonable times and may be audited from time
to time by any person or persons as the Employer, Plan Administrator or Advisory
Committee may specify in writing. The Trustee must furnish the Plan
Administrator or Advisory Committee with whatever information relating to the
Trust Fund the Plan Administrator or Advisory Committee considers necessary.


                                     10.05
<PAGE>
      10.05 FEES AND EXPENSES FROM FUND. A Trustee or Custodian will receive
reasonable annual compensation as may be agreed upon from time to time between
the Employer and the Trustee or Custodian. No person who is receiving full pay
from the Employer may receive compensation for services as Trustee or as
Custodian. The Trustee will pay from the Trust Fund all fees and expenses
reasonably incurred by the Plan, to the extent such fees and expenses are for
the ordinary and necessary administration and operation of the Plan, unless the
Employer pays such fees and expenses. Any fee or expense paid, directly or
indirectly, by the Employer is not an Employer contribution to the Plan,
provided the fee or expense relates to the ordinary and necessary administration
of the Fund.

      10.06 PARTIES TO LITIGATION. Except as otherwise provided by ERISA, no
Participant or Beneficiary is a necessary party or is required to receive notice
of process in any court proceeding involving the Plan, the Trust Fund or any
fiduciary of the Plan. Any final judgment entered in any proceeding will be
conclusive upon the Employer, the Plan Administrator, the Advisory Committee,
the Trustee, Custodian, Participants and Beneficiaries.

      10.07 PROFESSIONAL AGENTS. The Trustee may employ and pay from the Trust
Fund reasonable compensation to agents, attorneys, accountants and other persons
to advise the Trustee as in its opinion may be necessary. The Trustee may
delegate to any agent, attorney, accountant or other person selected by it any
non-Trustee power or duty vested in it by the Plan, and the Trustee may act or
refrain from acting on the advice or opinion of any agent, attorney, accountant
or other person so selected.

      10.08 DISTRIBUTION OF CASH OR PROPERTY. The Trustee may make distribution
under the Plan in cash or property, or partly in each, at its fair market value
as determined by the Trustee. For purposes of a distribution to a Participant or
to a Participant's designated Beneficiary or surviving spouse, "property"
includes a Nontransferable Annuity Contract, provided the contract satisfies the
requirements of this Plan.

      10.09 DISTRIBUTION DIRECTIONS. If no one claims a payment or distribution
made from the Trust, the Trustee must promptly notify the Advisory Committee and
then dispose of the payment in accordance with the subsequent direction of the
Advisory Committee.

      10.10 THIRD PARTY/MULTIPLE TRUSTEES. No person dealing with the Trustee is
obligated to see to the proper application of any money paid or property
delivered to the Trustee, or to inquire whether the Trustee has acted pursuant
to any of the terms of the Plan. Each person dealing with the Trustee may act
upon any notice, request or representation in writing by the Trustee, or by the
Trustee's duly authorized agent, and is not liable to any person in so acting.
The certificate of the Trustee that it is acting in accordance with the Plan
will be conclusive in favor of any person relying on the certificate. If more
than two persons act as Trustee, a decision of the majority of such persons
controls with respect to any decision regarding the administration or investment
of the Trust Fund or of any portion of the Trust Fund with respect to which such
persons act as Trustee. However, the signature of only one Trustee is necessary
to effect any transaction on behalf of the Trust.

      10.11 RESIGNATION. The Trustee or Custodian may resign its position at any
time by giving 30 days' written notice in advance to the Employer and to the
Advisory Committee. If the Employer fails to appoint a successor Trustee within
60 days of its receipt of the Trustee's written notice of resignation, the
Trustee will treat the Employer as having appointed itself as Trustee and as
having filed its acceptance of appointment with the former Trustee. The
Employer, in its sole discretion, may replace a Custodian. If the Employer does
not replace a Custodian, the discretionary Trustee will assume possession of
Plan assets held by the former Custodian.

      10.12 REMOVAL. The Employer, by giving 30 days' written notice in advance
to the Trustee, may remove any Trustee or Custodian. In the event of the
resignation or removal of a Trustee, the Employer must appoint a successor
Trustee if it intends to continue the Plan. If two or more persons hold the
position of Trustee, in the event of the removal of one such person, during any
period the selection of a replacement is pending, or during any period such
person is unable to serve for any reason, the remaining person or persons will
act as the Trustee.


                                     10.06
<PAGE>
      10.13 INTERIM DUTIES AND SUCCESSOR TRUSTEE. Each successor Trustee
succeeds to the title to the Trust vested in his predecessor by accepting in
writing his appointment as successor Trustee and by filing the acceptance with
the former Trustee and the Advisory Committee without the signing or filing of
any further statement. The resigning or removed Trustee, upon receipt of
acceptance in writing of the Trust by the successor Trustee, must execute all
documents and do all acts necessary to vest the title of record in any successor
Trustee. Each successor Trustee has and enjoys all of the powers, both
discretionary and ministerial, conferred under this Agreement upon his
predecessor. A successor Trustee is not personally liable for any act or failure
to act of any predecessor Trustee, except as required under ERISA. With the
approval of the Employer and the Advisory Committee, a successor Trustee, with
respect to the Plan, may accept the account rendered and the property delivered
to it by a predecessor Trustee without incurring any liability or responsibility
for so doing.

      10.14 VALUATION OF TRUST. The Trustee must value the Trust Fund as of each
Accounting Date to determine the fair market value of each Participant's Accrued
Benefit in the Trust. The Trustee also must value the Trust Fund on such other
valuation dates as directed in writing by the Advisory Committee or as required
by the Employer's Adoption Agreement.

      10.15 LIMITATION ON LIABILITY - IF INVESTMENT MANAGER, ANCILLARY TRUSTEE
OR INDEPENDENT FIDUCIARY APPOINTED. The Trustee is not liable for the acts or
omissions of any Investment Manager the Advisory Committee may appoint, nor is
the Trustee under any obligation to invest or otherwise manage any asset of the
Plan which is subject to the management of a properly appointed Investment
Manager. The Advisory Committee, the Trustee and any properly appointed
Investment Manager may execute a letter agreement as a part of this Plan
delineating the duties, responsibilities and liabilities of the Investment
Manager with respect to any part of the Trust Fund under the control of the
Investment Manager.

      The limitation on liability described in this Section 10.15 also applies
to the acts or omissions of any ancillary trustee or independent fiduciary
properly appointed under Section 10.17 of the Plan. However, if a discretionary
Trustee, pursuant to the delegation described in Section 10.17 of the Plan,
appoints an ancillary trustee, the discretionary Trustee is responsible for the
periodic review of the ancillary trustee's actions and must exercise its
delegated authority in accordance with the terms of the Plan and in a manner
consistent with ERISA. The Employer, the discretionary Trustee and an ancillary
trustee may execute a letter agreement as a part of this Plan delineating any
indemnification agreement between the parties.

      10.16 INVESTMENT IN GROUP TRUST FUND. The Employer, by adopting this Plan,
specifically authorizes the Trustee to invest all or any portion of the assets
comprising the Trust Fund in any group trust fund which at the time of the
investment provides for the pooling of the assets of plans qualified under Code
Section 401(a). This authorization applies solely to a group trust fund exempt
from taxation under Code Section 501(a) and the trust agreement of which
satisfies the requirements of Revenue Ruling 81-100. The provisions of the group
trust fund agreement, as amended from time to time, are by this reference
incorporated within this Plan and Trust. The provisions of the group trust fund
will govern any investment of Plan assets in that fund. The Employer must
specify in an attachment to its adoption agreement the group trust fund(s) to
which this authorization applies. If the Trustee is acting as a nondiscretionary
Trustee, the investment in the group trust fund is available only in accordance
with a proper direction, by the Named Fiduciary, in accordance with Section
10.03[B]. Pursuant to paragraph (c) of Section 10.03[A] of the Plan, a Trustee
has the authority to invest in certain common trust funds and collective
investment funds without the need for the authorizing addendum described in this
Section 10.16.

      Furthermore, at the Employer's direction, the Trustee, for collective
investment purposes, may combine into one trust fund the Trust created under
this Plan with the Trust created under any other qualified retirement plan the
Employer maintains. However, the Trustee must maintain separate records of
account for the assets of each Trust in order to reflect properly each
Participant's Accrued Benefit under the plan(s) in which he is a Participant.


                                     10.07
<PAGE>
      10.17 APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY. The
Employer, in writing, may appoint any person in any State to act as ancillary
trustee with respect to a designated portion of the Trust Fund, subject to the
consent required under Section 1.02 if the Master Plan Sponsor is a financial
institution. An ancillary trustee must acknowledge in writing its acceptance of
the terms and conditions of its appointment as ancillary trustee and its
fiduciary status under ERISA. The ancillary trustee has the rights, powers,
duties and discretion as the Employer may delegate, subject to any limitations
or directions specified in the instrument evidencing appointment of the
ancillary trustee and to the terms of the Plan or of ERISA. The investment
powers delegated to the ancillary trustee may include any investment powers
available under Section 10.03 of the Plan including the right to invest any
portion of the assets of the Trust Fund in a common trust fund, as described in
Code Section 584, or in any collective investment fund, the provisions of which
govern the investment of such assets and which the Plan incorporates by this
reference, but only if the ancillary trustee is a bank or similar financial
institution supervised by the United States or by a State and the ancillary
trustee (or its affiliate, as defined in Code Section 1504) maintains the common
trust fund or collective investment fund exclusively for the collective
investment of money contributed by the ancillary trustee (or its affiliate) in a
trustee capacity and which conforms to the rules of the Comptroller of the
Currency. The Employer also may appoint as an ancillary trustee, the trustee of
any group trust fund designated for investment pursuant to the provisions of
Section 10.16 of the Plan.

      The ancillary trustee may resign its position at any time by providing at
least 30 days' advance written notice to the Employer, unless the Employer
waives this notice requirement. The Employer, in writing, may remove an
ancillary trustee at any time. In the event of resignation or removal, the
Employer may appoint another ancillary trustee, return the assets to the control
and management of the Trustee or receive such assets in the capacity of
ancillary trustee. The Employer may delegate its responsibilities under this
Section 10.17 to a discretionary Trustee under the Plan, but not to a
nondiscretionary Trustee or to a Custodian, subject to the acceptance by the
discretionary Trustee of that delegation.

      If the U.S. Department of Labor ("the Department") requires engagement of
an independent fiduciary to have control or management of all or a portion of
the Trust Fund, the Employer will appoint such independent fiduciary, as
directed by the Department. The independent fiduciary will have the duties,
responsibilities and powers prescribed by the Department and will exercise those
duties, responsibilities and powers in accordance with the terms, restrictions
and conditions established by the Department and, to the extent not inconsistent
with ERISA, the terms of the Plan. The independent fiduciary must accept its
appointment in writing and must acknowledge its status as a fiduciary of the
Plan.

                          * * * * * * * * * * * * * * *


                                     10.08
<PAGE>
                                   ARTICLE XI
             PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY

      11.01 INSURANCE BENEFIT. The Employer may elect to provide incidental life
insurance benefits for insurable Participants who consent to life insurance
benefits by signing the appropriate insurance company application form. The
Trustee will not purchase any incidental life insurance benefit for any
Participant prior to an allocation to the Participant's Account. At an insured
Participant's written direction, the Trustee will use all or any portion of the
Participant's nondeductible voluntary contributions, if any, to pay insurance
premiums covering the Participant's life. This Section 11.01 also authorizes the
purchase of life insurance, for the benefit of the Participant, on the life of a
family member of the Participant or on any person in whom the Participant has an
insurable interest. However, if the policy is on the joint lives of the
Participant and another person, the Trustee may not maintain that policy if that
other person predeceases the Participant.

      The Employer will direct the Trustee as to the insurance company and
insurance agent through which the Trustee is to purchase the insurance
contracts, the amount of the coverage and the applicable dividend plan. Each
application for a policy, and the policies themselves, must designate the
Trustee as sole owner, with the right reserved to the Trustee to exercise any
right or option contained in the policies, subject to the terms and provisions
of this Agreement. The Trustee must be the named beneficiary for the Account of
the insured Participant. Proceeds of insurance contracts paid to the
Participant's Account under this Article XI are subject to the distribution
requirements of Article V and of Article VI. The Trustee will not retain any
such proceeds for the benefit of the Trust.

      The Trustee will charge the premiums on any incidental benefit insurance
contract covering the life of a Participant against the Account of that
Participant. The Trustee will hold all incidental benefit insurance contracts
issued under the Plan as assets of the Trust created under the Plan.

(A) INCIDENTAL INSURANCE BENEFITS. The aggregate of life insurance premiums paid
for the benefit of a Participant, at all times, may not exceed the following
percentages of the aggregate of the Employer's contributions allocated to any
Participant's Account: (i) 49% in the case of the purchase of ordinary life
insurance contracts; or (ii) 25% in the case of the purchase of term life
insurance or universal life insurance contracts. If the Trustee purchases a
combination of ordinary life insurance contract(s) and term life insurance or
universal life insurance contract(s), then the sum of one-half of the premiums
paid for the ordinary life insurance contract(s) and the premiums paid for the
term life insurance or universal life insurance contract(s) may not exceed 25%
of the Employer contributions allocated to any Participant's Account.

(B) EXCEPTION FOR CERTAIN PROFIT SHARING PLANS. If the Employer's Plan is a
profit sharing plan, the incidental insurance benefits requirement does not
apply to the Plan if the Plan purchases life insurance benefits only from
Employer contributions accumulated in the Participant's Account for at least two
years (measured from the allocation date).

      11.02 LIMITATION ON LIFE INSURANCE PROTECTION. The Trustee will not
continue any life insurance protection for any Participant beyond his annuity
starting date (as defined in Article VI). If the Trustee holds any incidental
benefit insurance contract(s) for the benefit of a Participant when he
terminates his employment (other than by reason of death), the Trustee must
proceed as follows:

      (a) If the entire cash value of the contract(s) is vested in the
      terminating Participant, or if the contract(s) will have no cash value at
      the end of the policy year in which termination of employment occurs, the
      Trustee will transfer the contract(s) to the Participant endorsed so as to
      vest in the transferee all right, title and interest to the contract(s),
      free and clear of the Trust; subject however, to restrictions as to
      surrender or payment of benefits as the issuing insurance company may
      permit and as the Advisory Committee directs;


                                     11.01
<PAGE>
      (b) If only part of the cash value of the contract(s) is vested in the
      terminating Participant, the Trustee, to the extent the Participant's
      interest in the cash value of the contract(s) is not vested, may adjust
      the Participant's interest in the value of his Account attributable to
      Trust assets other than incidental benefit insurance contracts and proceed
      as in (a), or the Trustee must effect a loan from the issuing insurance
      company on the sole security of the contract(s) for an amount equal to the
      difference between the cash value of the contract(s) at the end of the
      policy year in which termination of employment occurs and the amount of
      the cash value that is vested in the terminating Participant, and the
      Trustee must transfer the contract(s) endorsed so as to vest in the
      transferee all right, title and interest to the contract(s), free and
      clear of the Trust; subject however, to the restrictions as to surrender
      or payment of benefits as the issuing insurance company may permit and the
      Advisory Committee directs;

      (c) If no part of the cash value of the contract(s) is vested in the
      terminating Participant, the Trustee must surrender the contract(s) for
      cash proceeds as may be available.

      In accordance with the written direction of the Advisory Committee, the
Trustee will make any transfer of contract(s) under this Section 11.02 on the
Participant's annuity starting date (or as soon as administratively practicable
after that date). The Trustee may not transfer any contract under this Section
11.02 which contains a method of payment not specifically authorized by Article
VI or which fails to comply with the joint and survivor annuity requirements, if
applicable, of Article VI. In this regard, the Trustee either must convert such
a contract to cash and distribute the cash instead of the contract, or before
making the transfer, require the issuing company to delete the unauthorized
method of payment option from the contract.

      11.03 DEFINITIONS. For purposes of this Article XI:

      (a) "Policy" means an ordinary life insurance contract or a term life
      insurance contract issued by an insurer on the life of a Participant.

      (b) "Issuing insurance company" is any life insurance company which has
      issued a policy upon application by the Trustee under the terms of this
      Agreement.

      (c) "Contract" or "Contracts" means a policy of insurance. In the event of
      any conflict between the provisions of this Plan and the terms of any
      contract or policy of insurance issued in accordance with this Article XI,
      the provisions of the Plan control.

      (d) "Insurable Participant" means a Participant to whom an insurance
      company, upon an application being submitted in accordance with the Plan,
      will issue insurance coverage, either as a standard risk or as a risk in
      an extra mortality classification.

      11.04 DIVIDEND PLAN. The dividend plan is premium reduction unless the
Advisory Committee directs the Trustee to the contrary. The Trustee must use all
dividends for a contract to purchase insurance benefits or additional insurance
benefits for the Participant on whose life the insurance company has issued the
contract. Furthermore, the Trustee must arrange, where possible, for all
policies issued on the lives of Participants under the Plan to have the same
premium due date and all ordinary life insurance contracts to contain guaranteed
cash values with as uniform basic options as are possible to obtain. The term
"dividends" includes policy dividends, refunds of premiums and other credits.

      11.05 INSURANCE COMPANY NOT A PARTY TO AGREEMENT. No insurance company,
solely in its capacity as an issuing insurance company, is a party to this
Agreement nor is the company responsible for its validity.


                                     11.02
<PAGE>
      11.06 INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACTIONS. No
insurance company, solely in its capacity as an issuing insurance company, need
examine the terms of this Agreement nor is responsible for any action taken by
the Trustee.

      11.07 INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE. For the purpose
of making application to an insurance company and in the exercise of any right
or option contained in any policy, the insurance company may rely upon the
signature of the Trustee and is saved harmless and completely discharged in
acting at the direction and authorization of the Trustee.

      11.08 ACQUITTANCE. An insurance company is discharged from all liability
for any amount paid to the Trustee or paid in accordance with the direction of
the Trustee, and is not obliged to see to the distribution or further
application of any moneys it so pays.

      11.09 DUTIES OF INSURANCE COMPANY. Each insurance company must keep such
records, make such identification of contracts, funds and accounts within funds,
and supply such information as may be necessary for the proper administration of
the Plan under which it is carrying insurance benefits.

      Note: The provisions of this Article XI are not applicable, and the Plan
may not invest in insurance contracts, if a Custodian signatory to the Adoption
Agreement is a bank which has not acquired trust powers from its governing state
banking authority.

                          * * * * * * * * * * * * * * *


                                     11.03
<PAGE>
                                   ARTICLE XII
                                  MISCELLANEOUS

      12.01 EVIDENCE. Anyone required to give evidence under the terms of the
Plan may do so by certificate, affidavit, document or other information which
the person to act in reliance may consider pertinent, reliable and genuine, and
to have been signed, made or presented by the proper party or parties. The
Advisory Committee and the Trustee are fully protected in acting and relying
upon any evidence described under the immediately preceding sentence.

      12.02 NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the Trustee nor the
Advisory Committee has any obligation or responsibility with respect to any
action required by the Plan to be taken by the Employer, any Participant or
eligible Employee, or for the failure of any of the above persons to act or make
any payment or contribution, or to otherwise provide any benefit contemplated
under this Plan. Furthermore, the Plan does not require the Trustee or the
Advisory Committee to collect any contribution required under the Plan, or to
determine the correctness of the amount of any Employer contribution. Neither
the Trustee nor the Advisory Committee need inquire into or be responsible for
any action or failure to act on the part of the others, or on the part of any
other person who has any responsibility regarding the management, administration
or operation of the Plan, whether by the express terms of the Plan or by a
separate agreement authorized by the Plan or by the applicable provisions of
ERISA. Any action required of a corporate Employer must be by its Board of
Directors or its designate.

      12.03 FIDUCIARIES NOT INSURERS. The Trustee, the Advisory Committee, the
Plan Administrator and the Employer in no way guarantee the Trust Fund from loss
or depreciation. The Employer does not guarantee the payment of any money which
may be or becomes due to any person from the Trust Fund. The liability of the
Advisory Committee and the Trustee to make any payment from the Trust Fund at
any time and all times is limited to the then available assets of the Trust.

      12.04 WAIVER OF NOTICE. Any person entitled to notice under the Plan may
waive the notice, unless the Code or Treasury regulations prescribe the notice
or ERISA specifically or impliedly prohibits such a waiver.

      12.05 SUCCESSORS. The Plan is binding upon all persons entitled to
benefits under the Plan, their respective heirs and legal representatives, upon
the Employer, its successors and assigns, and upon the Trustee, the Advisory
Committee, the Plan Administrator and their successors.

      12.06 WORD USAGE. Words used in the masculine also apply to the feminine
where applicable, and wherever the context of the Employer's Plan dictates, the
plural includes the singular and the singular includes the plural.

      12.07 STATE LAW. The law of the state of the Employer's principal place of
business (unless otherwise designated in an addendum to the Employer's Adoption
Agreement) will determine all questions arising with respect to the provisions
of this Agreement except to the extent superseded by Federal law.

      12.08 EMPLOYER'S RIGHT TO PARTICIPATE. If the Employer's Plan fails to
qualify or to maintain qualification or if the Employer makes any amendment or
modification to a provision of this Plan (other than a proper completion of an
elective provision under the Adoption Agreement or the attachment of an addendum
authorized by the Plan or by the Adoption Agreement), the Employer may no longer
participate under this Master Plan. The Employer also may not participate (or
continue to participate) in this Master Plan if the Trustee or Custodian (or a
change in the Trustee or Custodian) does not satisfy the requirements of Section
1.02 of the Plan. If the Employer is not entitled to participate under this
Master Plan, the Employer's Plan is an individually-designed plan and the
reliance procedures specified in the applicable Adoption Agreement no longer
will apply.


                                     12.01
<PAGE>
      12.09 EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or with
respect to the establishment of the Trust, or any modification or amendment to
the Plan or Trust, or in the creation of any Account, or the payment of any
benefit, gives any Employee, Employee-Participant or any Beneficiary any right
to continue employment, any legal or equitable right against the Employer, or
Employee of the Employer, or against the Trustee, or its agents or employees, or
against the Plan Administrator, except as expressly provided by the Plan, the
Trust, ERISA or by a separate agreement.

                          * * * * * * * * * * * * * * *


                                     12.02
<PAGE>
                                  ARTICLE XIII
                    EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

      13.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the
Employer has no beneficial interest in any asset of the Trust and no part of any
asset in the Trust may ever revert to or be repaid to an Employer, either
directly or indirectly; nor, prior to the satisfaction of all liabilities with
respect to the Participants and their Beneficiaries under the Plan, may any part
of the corpus or income of the Trust Fund, or any asset of the Trust, be (at any
time) used for, or diverted to, purposes other than the exclusive benefit of the
Participants or their Beneficiaries. However, if the Commissioner of Internal
Revenue, upon the Employer's request for initial approval of this Plan,
determines the Trust created under the Plan is not a qualified trust exempt from
Federal income tax, then (and only then) the Trustee, upon written notice from
the Employer, will return the Employer's contributions (and increment
attributable to the contributions) to the Employer. The Trustee must make the
return of the Employer contribution under this Section 13.01 within one year of
a final disposition of the Employer's request for initial approval of the Plan.
The Employer's Plan and Trust will terminate upon the Trustee's return of the
Employer's contributions.

      13.02 AMENDMENT BY EMPLOYER. The Employer has the right at any time and
from time to time:

      (a) To amend the elective provisions of the Adoption Agreement in any
      manner it deems necessary or advisable in order to qualify (or maintain
      qualification of) this Plan and the Trust created under it under the
      provisions of Code Section 401(a);

      (b) To amend the Plan to allow the Plan to operate under a waiver of the
      minimum funding requirement; and

      (c) To amend this Agreement in any other manner.

      No amendment may authorize or permit any of the Trust Fund (other than the
part which is required to pay taxes and administration expenses) to be used for
or diverted to purposes other than for the exclusive benefit of the Participants
or their Beneficiaries or estates. No amendment may cause or permit any portion
of the Trust Fund to revert to or become a property of the Employer. The
Employer also may not make any amendment which affects the rights, duties or
responsibilities of the Trustee, the Plan Administrator or the Advisory
Committee without the written consent of the affected Trustee, the Plan
Administrator or the affected member of the Advisory Committee. The Employer
must make all amendments in writing. Each amendment must state the date to which
it is either retroactively or prospectively effective. See Section 12.08 for the
effect of certain amendments adopted by the Employer.

(A) CODE Section 411(d)(6) PROTECTED BENEFITS. An amendment (including the
adoption of this Plan as a restatement of an existing plan) may not decrease a
Participant's Accrued Benefit, except to the extent permitted under Code Section
412(c)(8), and may not reduce or eliminate Code Section 411(d)(6) protected
benefits determined immediately prior to the adoption date (or, if later, the
effective date) of the amendment. An amendment reduces or eliminates Code
Section 411(d)(6) protected benefits if the amendment has the effect of either
(1) eliminating or reducing an early retirement benefit or a retirement-type
subsidy (as defined in Treasury regulations), or (2) except as provided by
Treasury regulations, eliminating an optional form of benefit. The Advisory
Committee must disregard an amendment to the extent application of the amendment
would fail to satisfy this paragraph. If the Advisory Committee must disregard
an amendment because the amendment would violate clause (1) or clause (2), the
Advisory Committee must maintain a schedule of the early retirement option or
other optional forms of benefit the Plan must continue for the affected
Participants.


                                     13.01
<PAGE>
      13.03 AMENDMENT BY MASTER PLAN SPONSOR. The Master Plan Sponsor (or PPD,
as agent of the Master Plan Sponsor), without the Employer's consent, may amend
the Plan and Trust, from time to time, in order to conform the Plan and Trust to
any requirement for qualification of the Plan and Trust under the Internal
Revenue Code. The Master Plan Sponsor may not amend the Plan in any manner which
would modify any election made by the Employer under the Plan without the
Employer's written consent. Furthermore, the Master Plan Sponsor may not amend
the Plan in any manner which would violate the proscription of Section 13.02. A
Trustee does not have the power to amend the Plan or Trust.

      13.04 DISCONTINUANCE. The Employer has the right, at any time, to suspend
or discontinue its contributions under the Plan, and to terminate, at any time,
this Plan and the Trust created under this Agreement. The Plan will terminate
upon the first to occur of the following:

      (a) The date terminated by action of the Employer;

      (b) The dissolution or merger of the Employer, unless the successor makes
      provision to continue the Plan, in which event the successor must
      substitute itself as the Employer under this Plan. Any termination of the
      Plan resulting from this paragraph (b) is not effective until compliance
      with any applicable notice requirements under ERISA.

      13.05 FULL VESTING ON TERMINATION. Upon either full or partial termination
of the Plan, or, if applicable, upon complete discontinuance of profit sharing
plan contributions to the Plan, an affected Participant's right to his Accrued
Benefit is 100% Nonforfeitable, irrespective of the Nonforfeitable percentage
which otherwise would apply under Article V.

      13.06 MERGER/DIRECT TRANSFER. The Trustee may not consent to, or be a
party to, any merger or consolidation with another plan, or to a transfer of
assets or liabilities to another plan, unless immediately after the merger,
consolidation or transfer, the surviving Plan provides each Participant a
benefit equal to or greater than the benefit each Participant would have
received had the Plan terminated immediately before the merger or consolidation
or transfer. The Trustee possesses the specific authority to enter into merger
agreements or direct transfer of assets agreements with the trustees of other
retirement plans described in Code Section 401(a), including an elective
transfer, and to accept the direct transfer of plan assets, or to transfer plan
assets, as a party to any such agreement.

      The Trustee may accept a direct transfer of plan assets on behalf of an
Employee prior to the date the Employee satisfies the Plan's eligibility
conditions. If the Trustee accepts such a direct transfer of plan assets, the
Advisory Committee and Trustee must treat the Employee as a Participant for all
purposes of the Plan except the Employee is not a Participant for purposes of
sharing in Employer contributions or Participant forfeitures under the Plan
until he actually becomes a Participant in the Plan.


                                     13.02
<PAGE>
(A) ELECTIVE TRANSFERS. The Trustee, after August 9, 1988, may not consent to,
or be a party to a merger, consolidation or transfer of assets with a defined
benefit plan, except with respect to an elective transfer, or unless the
transferred benefits are in the form of paid-up individual annuity contracts
guaranteeing the payment of the transferred benefits in accordance with the
terms of the transferor plan and in a manner consistent with the Code and with
ERISA. The Trustee will hold, administer and distribute the transferred assets
as a part of the Trust Fund and the Trustee must maintain a separate Employer
contribution Account for the benefit of the Employee on whose behalf the Trustee
accepted the transfer in order to reflect the value of the transferred assets.
Unless a transfer of assets to this Plan is an elective transfer, the Plan will
preserve all Code Section 411(d)(6) protected benefits with respect to those
transferred assets, in the manner described in Section 13.02. A transfer is an
elective transfer if: (1) the transfer satisfies the first paragraph of this
Section 13.06; (2) the transfer is voluntary, under a fully informed election by
the Participant; (3) the Participant has an alternative that retains his Code
Section 411(d)(6) protected benefits (including an option to leave his benefit
in the transferor plan, if that plan is not terminating); (4) the transfer
satisfies the applicable spousal consent requirements of the Code; (5) the
transferor plan satisfies the joint and survivor notice requirements of the
Code, if the Participant's transferred benefit is subject to those requirements;
(6) the Participant has a right to immediate distribution from the transferor
plan, in lieu of the elective transfer; (7) the transferred benefit is at least
the greater of the single sum distribution provided by the transferor plan for
which the Participant is eligible or the present value of the Participant's
accrued benefit under the transferor plan payable at that plan's normal
retirement age; (8) the Participant has a 100% Nonforfeitable interest in the
transferred benefit; and (9) the transfer otherwise satisfies applicable
Treasury regulations. An elective transfer may occur between qualified plans of
any type. Any direct transfer of assets from a defined benefit plan after August
9, 1988, which does not satisfy the requirements of this paragraph will render
the Employer's Plan individually-designed. See Section 12.08.

(B) DISTRIBUTION RESTRICTIONS UNDER CODE Section 401(k). If the Plan receives a
direct transfer (by merger or otherwise) of elective contributions (or amounts
treated as elective contributions) under a Plan with a Code Section 401(k)
arrangement, the distribution restrictions of Code Sections 401(k)(2) and (10)
continue to apply to those transferred elective contributions.

      13.07 TERMINATION.

(A) PROCEDURE. Upon termination of the Plan, the distribution provisions of
Article VI remain operative, with the following exceptions:

      (1) if the present value of the Participant's Nonforfeitable Accrued
      Benefit does not exceed $3,500, the Advisory Committee will direct the
      Trustee to distribute the Participant's Nonforfeitable Accrued Benefit to
      him in lump sum as soon as administratively practicable after the Plan
      terminates; and

      (2) if the present value of the Participant's Nonforfeitable Accrued
      Benefit exceeds $3,500, the Participant or the Beneficiary, in addition to
      the distribution events permitted under Article VI, may elect to have the
      Trustee commence distribution of his Nonforfeitable Accrued Benefit as
      soon as administratively practicable after the Plan terminates.

      To liquidate the Trust, the Advisory Committee will purchase a deferred
annuity contract for each Participant which protects the Participant's
distribution rights under the Plan, if the Participant's Nonforfeitable Accrued
Benefit exceeds $3,500 and the Participant does not elect an immediate
distribution pursuant to Paragraph (2).


                                     13.03
<PAGE>
      If the Employer's Plan is a profit sharing plan, in lieu of the preceding
provisions of this Section 13.07 and the distribution provisions of Article VI,
the Advisory Committee will direct the Trustee to distribute each Participant's
Nonforfeitable Accrued Benefit, in lump sum, as soon as administratively
practicable after the termination of the Plan, irrespective of the present value
of the Participant's Nonforfeitable Accrued Benefit and whether the Participant
consents to that distribution. This paragraph does not apply if: (1) the Plan
provides an annuity option; or (2) as of the period between the Plan termination
date and the final distribution of assets, the Employer maintains any other
defined contribution plan (other than an ESOP). The Employer, in an addendum to
its Adoption Agreement numbered 13.07, may elect not to have this paragraph
apply.

      The Trust will continue until the Trustee in accordance with the direction
of the Advisory Committee has distributed all of the benefits under the Plan. On
each valuation date, the Advisory Committee will credit any part of a
Participant's Accrued Benefit retained in the Trust with its proportionate share
of the Trust's income, expenses, gains and losses, both realized and unrealized.
Upon termination of the Plan, the amount, if any, in a suspense account under
Article III will revert to the Employer, subject to the conditions of the
Treasury regulations permitting such a reversion. A resolution or amendment to
freeze all future benefit accrual but otherwise to continue maintenance of this
Plan, is not a termination for purposes of this Section 13.07.

(B) DISTRIBUTION RESTRICTIONS UNDER CODE Section 401(k). If the Employer's Plan
includes a Code Section 401(k) arrangement or if transferred assets described in
Section 13.06 are subject to the distribution restrictions of Code Sections
401(k)(2) and (10), the special distribution provisions of this Section 13.07
are subject to the restrictions of this paragraph. The portion of the
Participant's Nonforfeitable Accrued Benefit attributable to elective
contributions (or to amounts treated under the Code Section 401(k) arrangement
as elective contributions) is not distributable on account of Plan termination,
as described in this Section 13.07, unless: (a) the Participant otherwise is
entitled under the Plan to a distribution of that portion of his Nonforfeitable
Accrued Benefit; or (b) the Plan termination occurs without the establishment of
a successor plan. A successor plan under clause (b) is a defined contribution
plan (other than an ESOP) maintained by the Employer (or by a related employer)
at the time of the termination of the Plan or within the period ending twelve
months after the final distribution of assets. A distribution made after March
31, 1988, pursuant to clause (b), must be part of a lump sum distribution to the
Participant of his Nonforfeitable Accrued Benefit.

                          * * * * * * * * * * * * * * *


                                     13.04
<PAGE>
                                   ARTICLE XIV
                           CODE Section 401(k) ARRANGEMENTS

      14.01 APPLICATION. This Article XIV applies to an Employer's Plan only if
the Employer is maintaining its Plan under a Code Section 401(k) Adoption
Agreement.

      14.02 CODE Section 401(k) ARRANGEMENT. The Employer will elect in Section
3.01 of its Adoption Agreement the terms of the Code Section 401(k) arrangement,
if any, under the Plan. If the Employer's Plan is a Standardized Plan, the Code
Section 401(k) arrangement must be a salary reduction arrangement. If the
Employer's Plan is a Nonstandardized Plan, the Code Section 401(k) arrangement
may be a salary reduction arrangement or a cash or deferred arrangement.

(A) SALARY REDUCTION ARRANGEMENT. If the Employer elects a salary reduction
arrangement, any Employee eligible to participate in the Plan may file a salary
reduction agreement with the Advisory Committee. The salary reduction agreement
may not be effective earlier than the following date which occurs last: (i) the
Employee's Plan Entry Date (or, in the case of a reemployed Employee, his
reparticipation date under Article II); (ii) the execution date of the
Employee's salary reduction agreement; (iii) the date the Employer adopts the
Code Section 401(k) arrangement by executing the Adoption Agreement; or (iv) the
effective date of the Code Section 401(k) arrangement, as specified in the
Employer's Adoption Agreement. Regarding clause (i), an Employee subject to the
Break in Service rule of Section 2.03(B) of the Plan may not enter into a salary
reduction agreement until the Employee has completed a sufficient number of
Hours of Service to receive credit for a Year of Service (as defined in Section
2.02) following his reemployment commencement date. A salary reduction agreement
must specify the amount of Compensation (as defined in Section 1.12) or
percentage of Compensation the Employee wishes to defer. The salary reduction
agreement will apply only to Compensation which becomes currently available to
the Employee after the effective date of the salary reduction agreement. The
Employer will apply a reduction election to all Compensation (and to increases
in such Compensation) unless the Employee specifies in his salary reduction
agreement to limit the election to certain Compensation. The Employer will
specify in Adoption Agreement Section 3.01 the rules and restrictions applicable
to the Employees salary reduction agreements.

(B) CASH OR DEFERRED ARRANGEMENT. If the Employer elects a cash or deferred
arrangement, a Participant may elect to make a cash election against his
proportionate share of the Employer's Cash or Deferred Contribution, in
accordance with the Employer's elections in Adoption Agreement Section 3.01. A
Participant's proportionate share of the Employer's Cash or Deferred
Contribution is the percentage of the total Cash or Deferred Contribution which
bears the same ratio that the Participant's Compensation for the Plan Year bears
to the total Compensation of all Participants for the Plan Year. For purposes of
determining each Participant's proportionate share of the Cash or Deferred
Contribution, a Participant's Compensation is his Compensation as determined
under Section 1.12 of the Plan (as modified by Section 3.06 for allocation
purposes), excluding any effect the proportionate share may have on the
Participant's Compensation for the Plan Year. The Advisory Committee will
determine the proportionate share prior to the Employer's actual contribution to
the Trust, to provide the Participants the opportunity to file cash elections.
The Employer will pay directly to the Participant the portion of his
proportionate share the Participant has elected to receive in cash.

(C) ELECTION NOT TO PARTICIPATE. A Participant's or Employee's election not to
participate, pursuant to Section 2.06, includes his right to enter into a salary
reduction agreement or to share in the allocation of a Cash or Deferred
Contribution, unless the Participant or Employee limits the effect of the
election to the non-401(k) portions of the Plan.


                                     14.01
<PAGE>
      14.03 DEFINITIONS. For purposes of this Article XIV:

      (a) "Highly Compensated Employee" means an Eligible Employee who satisfies
      the definition in Section 1.09 of the Plan. Family members aggregated as a
      single Employee under Section 1.09 constitute a single Highly Compensated
      Employee, whether a particular family member is a Highly Compensated
      Employee or a Nonhighly Compensated Employee without the application of
      family aggregation.

      (b) "Nonhighly Compensated Employee" means an Eligible Employee who is not
      a Highly Compensated Employee and who is not a family member treated as a
      Highly Compensated Employee.

      (c) "Eligible Employee" means, for purposes of the ADP test described in
      Section 14.08, an Employee who is eligible to enter into a salary
      reduction agreement for the Plan Year, irrespective of whether he actually
      enters into such an agreement, and a Participant who is eligible for an
      allocation of the Employer's Cash or Deferred Contribution for the Plan
      Year. For purposes of the ACP test described in Section 14.09, an
      "Eligible Employee" means a Participant who is eligible to receive an
      allocation of matching contributions (or would be eligible if he made the
      type of contributions necessary to receive an allocation of matching
      contributions) and a Participant who is eligible to make nondeductible
      contributions, irrespective of whether he actually makes nondeductible
      contributions. An Employee continues to be an Eligible Employee during a
      period the Plan suspends the Employee's right to make elective deferrals
      or nondeductible contributions following a hardship distribution.

      (d) "Highly Compensated Group" means the group of Eligible Employees who
      are Highly Compensated Employees for the Plan Year.

      (e) "Nonhighly Compensated Group" means the group of Eligible Employees
      who are Nonhighly Compensated Employees for the Plan Year.

      (f) "Compensation" means, except as specifically provided in this Article
      XIV, Compensation as defined for nondiscrimination purposes in Section
      1.12(B) of the Plan. For Plan Years beginning prior to the later of
      January 1, 1992, or 60 days after the Treasury issues final regulations
      under Code Sections 401(k) and 401(m), the Plan may limit Compensation
      taken into account to Compensation received only for the portion of the
      Plan Year in which the Employee was an Eligible Employee and only for the
      portion of the Plan Year in which the Plan or the Code Section 401(k)
      arrangement was in effect. For subsequent Plan Years, Compensation must
      include Compensation for the entire Plan Year, irrespective of whether the
      Plan or the Code Section 401(k) arrangement was in effect for the entire
      Plan Year or whether the Employee begins, resumes or ceases to be an
      Eligible Employee during the Plan Year.

      (g) "Deferral contributions" are Salary Reduction Contributions and Cash
      or Deferred Contributions the Employer contributes to the Trust on behalf
      of an Eligible Employee, irrespective of whether, in the case of Cash or
      Deferred Contributions, the contribution is at the election of the
      Employee.

      (h) "Elective deferrals" are all Salary Reduction Contributions and that
      portion of any Cash or Deferred Contribution which the Employer
      contributes to the Trust at the election of an Eligible Employee. Any
      portion of a Cash or Deferred Contribution contributed to the Trust
      because of the Employee's failure to make a cash election is an elective
      deferral. However, any portion of a Cash or Deferred Contribution over
      which the Employee does not have a cash election is not an elective
      deferral. Elective deferrals do not include amounts which have become
      currently available to the Employee prior to the election nor amounts
      designated as nondeductible contributions at the time of deferral or
      contribution.


                                     14.02
<PAGE>
      (i) "Matching contributions" are contributions made by the Employer on
      account of elective deferrals under a Code Section 401(k) arrangement or
      on account of employee contributions. Matching contributions also include
      Participant forfeitures allocated on account of such elective deferrals or
      employee contributions.

      (j) "Nonelective contributions" are contributions made by the Employer
      which are not subject to a deferral election by an Employee and which are
      not matching contributions.

      (k) "Qualified matching contributions" are matching contributions which
      are 100% Nonforfeitable at all times and which are subject to the
      distribution restrictions described in paragraph (m). Matching
      contributions are not 100% Nonforfeitable at all times if the Employee has
      a 100% Nonforfeitable interest because of his Years of Service taken into
      account under a vesting schedule. Any matching contributions allocated to
      a Participant's Qualified Matching Contributions Account under the Plan
      automatically satisfy the definition of qualified matching contributions.

      (l) "Qualified nonelective contributions" are nonelective contributions
      which are 100% Nonforfeitable at all times and which are subject to the
      distribution restrictions described in paragraph (m). Nonelective
      contributions are not 100% Nonforfeitable at all times if the Employee has
      a 100% Nonforfeitable interest because of his Years of Service taken into
      account under a vesting schedule. Any nonelective contributions allocated
      to a Participant's Qualified Nonelective Contributions Account under the
      Plan automatically satisfy the definition of qualified nonelective
      contributions.

      (m) "Distribution restrictions" means the Employee may not receive a
      distribution of the specified contributions (nor earnings on those
      contributions) except in the event of (1) the Participant's death,
      disability, termination of employment or attainment of age 59 1/2, (2)
      financial hardship satisfying the requirements of Code Section 401(k) and
      the applicable Treasury regulations, (3) a plan termination, without
      establishment of a successor defined contribution plan (other than an
      ESOP), (4) a sale of substantially all of the assets (within the meaning
      of Code Section 409(d)(2)) used in a trade or business, but only to an
      employee who continues employment with the corporation acquiring those
      assets, or (5) a sale by a corporation of its interest in a subsidiary
      (within the meaning of Code Section 409(d)(3)), but only to an employee
      who continues employment with the subsidiary. For Plan Years beginning
      after December 31, 1988, a distribution on account of financial hardship,
      as described in clause (2), may not include earnings on elective deferrals
      credited as of a date later than December 31, 1988, and may not include
      qualified matching contributions and qualified nonelective contributions,
      nor any earnings on such contributions, irrespective of when credited. A
      distribution described in clauses (3), (4) or (5), if made after March 31,
      1988, must be a lump sum distribution, as required under Code Section
      401(k)(10).

      (n) "Employee contributions" are contributions made by a Participant on an
      after-tax basis, whether voluntary or mandatory, and designated, at the
      time of contribution, as an employee (or nondeductible) contribution.
      Elective deferrals and deferral contributions are not employee
      contributions. Participant nondeductible contributions, made pursuant to
      Section 4.01 of the Plan, are employee contributions.

      14.04 MATCHING CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS. The Employer may
elect in Adoption Agreement Section 3.01 to provide matching contributions. The
Employer also may elect in Adoption Agreement Section 4.01 to permit or to
require a Participant to make nondeductible contributions.


                                     14.03
<PAGE>
(A) MANDATORY CONTRIBUTIONS. Any Participant nondeductible contributions
eligible for matching contributions are mandatory contributions. The Advisory
Committee will maintain a separate accounting, pursuant to Section 4.06 of the
Plan, to reflect the Participant's Accrued Benefit derived from his mandatory
contributions. The Employer, under Adoption Agreement Section 4.05, may
prescribe special distribution restrictions which will apply to the Mandatory
Contributions Account prior to the Participant's Separation from Service.
Following his Separation from Service, the general distribution provisions of
Article VI apply to the distribution of the Participant's Mandatory
Contributions Account.

      14.05 TIME OF PAYMENT OF CONTRIBUTIONS. The Employer must make Salary
Reduction Contributions to the Trust within an administratively reasonable
period of time after withholding the corresponding Compensation from the
Participant. Furthermore, the Employer must make Salary Reduction Contributions,
Cash or Deferred Contributions, Employer matching contributions (including
qualified Employer matching contributions) and qualified Employer nonelective
contributions no later than the time prescribed by the Code or by applicable
Treasury regulations. Salary Reduction Contributions and Cash or Deferred
Contributions are Employer contributions for all purposes under this Plan,
except to the extent the Code or Treasury regulations prohibit the use of these
contributions to satisfy the qualification requirements of the Code.

      14.06 SPECIAL ALLOCATION PROVISIONS - DEFERRAL CONTRIBUTIONS, MATCHING
CONTRIBUTIONS AND QUALIFIED NONELECTIVE CONTRIBUTIONS. To make allocations under
the Plan, the Advisory Committee must establish a Deferral Contributions
Account, a Qualified Matching Contributions Account, a Regular Matching
Contributions Account, a Qualified Nonelective Contributions Account and an
Employer Contributions Account for each Participant.

(A) DEFERRAL CONTRIBUTIONS. The Advisory Committee will allocate to each
Participant's Deferral Contributions Account the amount of Deferral
Contributions the Employer makes to the Trust on behalf of the Participant. The
Advisory Committee will make this allocation as of the last day of each Plan
Year unless, in Adoption Agreement Section 3.04, the Employer elects more
frequent allocation dates for salary reduction contributions.

(B) MATCHING CONTRIBUTIONS. The Employer must specify in its Adoption Agreement
whether the Advisory Committee will allocate matching contributions to the
Qualified Matching Contributions Account or to the Regular Matching
Contributions Account of each Participant. The Advisory Committee will make this
allocation as of the last day of each Plan Year unless, in Adoption Agreement
Section 3.04, the Employer elects more frequent allocation dates for matching
contributions.

      (1) To the extent the Employer makes matching contributions under a fixed
      matching contribution formula, the Advisory Committee will allocate the
      matching contribution to the Account of the Participant on whose behalf
      the Employer makes that contribution. A fixed matching contribution
      formula is a formula under which the Employer contributes a certain
      percentage or dollar amount on behalf of a Participant based on that
      Participant's deferral contributions or nondeductible contributions
      eligible for a match, as specified in Section 3.01 of the Employer's
      Adoption Agreement. The Employer may contribute on a Participant's behalf
      under a specific matching contribution formula only if the Participant
      satisfies the accrual requirements for matching contributions specified in
      Section 3.06 of the Employer's Adoption Agreement and only to the extent
      the matching contribution does not exceed the Participant's annual
      additions limitation in Part 2 of Article III.


                                     14.04
<PAGE>
      (2) To the extent the Employer makes matching contributions under a
      discretionary formula, the Advisory Committee will allocate the
      discretionary matching contributions to the Account of each Participant
      who satisfies the accrual requirements for matching contributions
      specified in Section 3.06 of the Employer's Adoption Agreement. The
      allocation of discretionary matching contributions to a Participant's
      Account is in the same proportion that each Participant's eligible
      contributions bear to the total eligible contributions of all
      Participants. If the discretionary formula is a tiered formula, the
      Advisory Committee will make this allocation separately with respect to
      each tier of eligible contributions, allocating in such manner the amount
      of the matching contributions made with respect to that tier. "Eligible
      contributions" are the Participant's deferral contributions or
      nondeductible contributions eligible for an allocation of matching
      contributions, as specified in Section 3.01 of the Employer's Adoption
      Agreement.

      If the matching contribution formula applies both to deferral
contributions and to Participant nondeductible contributions, the matching
contributions apply first to deferral contributions. Furthermore, the matching
contribution formula does not apply to deferral contributions that are excess
deferrals under Section 14.07. For this purpose: (a) excess deferrals relate
first to deferral contributions for the Plan Year not otherwise eligible for a
matching contribution; and (2) if the Plan Year is not a calendar year, the
excess deferrals for a Plan Year are the last elective deferrals made for a
calendar year.

(C) QUALIFIED NONELECTIVE CONTRIBUTIONS. If the Employer, at the time of
contribution, designates a contribution to be a qualified nonelective
contribution for the Plan Year, the Advisory Committee will allocate that
qualified nonelective contribution to the Qualified Nonelective Contributions
Account of each Participant eligible for an allocation of that designated
contribution, as specified in Section 3.04 of the Employer's Adoption Agreement.
The Advisory Committee will make the allocation to each eligible Participant's
Account in the same ratio that the Participant's Compensation for the Plan Year
bears to the total Compensation of all eligible Participants for the Plan Year.
The Advisory Committee will determine a Participant's Compensation in accordance
with the general definition of Compensation under Section 1.12 of the Plan, as
modified by the Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

(D) NONELECTIVE CONTRIBUTIONS. To the extent the Employer makes nonelective
contributions for the Plan Year which, at the time of contribution, it does not
designate as qualified nonelective contributions, the Advisory Committee will
allocate those contributions in accordance with the elections under Section 3.04
of the Employer's Adoption Agreement. For purposes of the special
nondiscrimination tests described in Sections 14.08 and 14.09, the Advisory
Committee may treat nonelective contributions allocated under this paragraph as
qualified nonelective contributions, if the contributions otherwise satisfy the
definition of qualified nonelective contributions.


                                     14.05
<PAGE>
      14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION.

(A) ANNUAL ELECTIVE DEFERRAL LIMITATION. An Employee's elective deferrals for a
calendar year beginning after December 31, 1986, may not exceed the 402(g)
limitation. The 402(g) limitation is the greater of $7,000 or the adjusted
amount determined by the Secretary of the Treasury. If, pursuant to a salary
reduction agreement or pursuant to a cash or deferral election, the Employer
determines the Employee's elective deferrals to the Plan for a calendar year
would exceed the 402(g) limitation, the Employer will suspend the Employee's
salary reduction agreement, if any, until the following January 1 and pay in
cash the portion of a cash or deferral election which would result in the
Employee's elective deferrals for the calendar year exceeding the 402(g)
limitation. If the Advisory Committee determines an Employee's elective
deferrals already contributed to the Plan for a calendar year exceed the 402(g)
limitation, the Advisory Committee will distribute the amount in excess of the
402(g) limitation (the "excess deferral"), as adjusted for allocable income, no
later than April 15 of the following calendar year. If the Advisory Committee
distributes the excess deferral by the appropriate April 15, it may make the
distribution irrespective of any other provision under this Plan or under the
Code. The Advisory Committee will reduce the amount of excess deferrals for a
calendar year distributable to the Employee by the amount of excess
contributions (as determined in Section 14.08), if any, previously distributed
to the Employee for the Plan Year beginning in that calendar year.

      If an Employee participates in another plan under which he makes elective
deferrals pursuant to a Code Section 401(k) arrangement, elective deferrals
under a Simplified Employee Pension, or salary reduction contributions to a
tax-sheltered annuity, irrespective of whether the Employer maintains the other
plan, he may provide the Advisory Committee a written claim for excess deferrals
made for a calendar year. The Employee must submit the claim no later than the
March 1 following the close of the particular calendar year and the claim must
specify the amount of the Employee's elective deferrals under this Plan which
are excess deferrals. If the Advisory Committee receives a timely claim, it will
distribute the excess deferral (as adjusted for allocable income) the Employee
has assigned to this Plan, in accordance with the distribution procedure
described in the immediately preceding paragraph.

(B) ALLOCABLE INCOME. For purposes of making a distribution of excess deferrals
pursuant to this Section 14.07, allocable income means net income or net loss
allocable to the excess deferrals for the calendar year in which the Employee
made the excess deferral and for the "gap period" measured from the beginning of
the next calendar year to the date of the distribution. If the distribution of
the excess deferral occurs during the calendar year in which the Employee made
the excess deferral, the Advisory Committee will treat as a "gap period" the
period from the first day of that calendar year to the date of the distribution.
The Advisory Committee will determine allocable income in the same manner as
described in Section 14.08(F) for excess contributions, except the numerator of
the allocation fraction will be the amount of the Employee's excess deferrals
and the denominator of the allocation fraction will be the Employee's Accrued
Benefit attributable to his elective deferrals.

      14.08 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. For each Plan Year, the
Advisory Committee must determine whether the Plan's Code Section 401(k)
arrangement satisfies either of the following ADP tests:

      (i) The average ADP for the Highly Compensated Group does not exceed 1.25
      times the average ADP of the Nonhighly Compensated Group; or

      (ii) The average ADP for the Highly Compensated Group does not exceed the
      average ADP for the Nonhighly Compensated Group by more than two
      percentage points (or the lesser percentage permitted by the multiple use
      limitation in Section 14.10) and the average ADP for the Highly
      Compensated Group is not more than twice the average ADP for the Nonhighly
      Compensated Group.


                                     14.06
<PAGE>
(A) CALCULATION OF ADP. The average ADP for a group is the average of the
separate ADPs calculated for each Eligible Employee who is a member of that
group. An Eligible Employee's ADP for a Plan Year is the ratio of the Eligible
Employee's deferral contributions for the Plan Year to the Employee's
Compensation for the Plan Year. For aggregated family members treated as a
single Highly Compensated Employee, the ADP of the family unit is the greater
of: (i) the ADP determined by combining the deferral contributions and
Compensation of the family members who are Highly Compensated Employees without
family aggregation; or (ii) the ADP determined by combining the deferral
contributions and Compensation of all aggregated family members. A Nonhighly
Compensated Employee's ADP does not include elective deferrals made to this Plan
or to any other Plan maintained by the Employer, to the extent such elective
deferrals exceed the 402(g) limitation described in Section 14.07(A).

      The Advisory Committee may determine (in a manner consistent with Treasury
regulations) the ADPs of the Eligible Employees by taking into account qualified
nonelective contributions or qualified matching contributions, or both, made to
this Plan or to any other qualified Plan maintained by the Employer. The
Advisory Committee may not include qualified nonelective contributions in the
ADP test unless the allocation of nonelective contributions is nondiscriminatory
when the Advisory Committee takes into account all nonelective contributions
(including the qualified nonelective contributions) and also when the Advisory
Committee takes into account only the nonelective contributions not used in
either the ADP test described in this Section 14.08 or the ACP test described in
Section 14.09. For Plan Years beginning after December 31, 1989, the Advisory
Committee may not include in the ADP test any qualified nonelective
contributions or qualified matching contributions under another qualified plan
unless that plan has the same plan year as this Plan. The Advisory Committee
must maintain records to demonstrate compliance with the ADP test, including the
extent to which the Plan used qualified nonelective contributions or qualified
matching contributions to satisfy the test.

(B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine the
ADP of any Highly Compensated Employee, the deferral contributions taken into
account must include any elective deferrals made by the Highly Compensated
Employee under any other Code Section 401(k) arrangement maintained by the
Employer, unless the elective deferrals are to an ESOP. If the plans containing
the Code Section 401(k) arrangements have different plan years, the Advisory
Committee will determine the combined deferral contributions on the basis of the
plan years ending in the same calendar year.

(C) AGGREGATION OF CERTAIN CODE Section 401(k) ARRANGEMENTS. If the Employer
treats two plans as a unit for coverage or nondiscrimination purposes, the
Employer must combine the Code Section 401(k) arrangements under such plans to
determine whether either plan satisfies the ADP test. This aggregation rule
applies to the ADP determination for all Eligible Employees, irrespective of
whether an Eligible Employee is a Highly Compensated Employee or a Nonhighly
Compensated Employee. The Advisory Committee also may elect to aggregate the
Code Section 401(k) arrangements under plans which the Employer does not treat
as a unit for coverage or nondiscrimination purposes. For Plan Years beginning
after December 31, 1989, an aggregation of Code Section 401(k) arrangements
under this paragraph does not apply to plans which have different plan years
and, for Plan Years beginning after December 31, 1988, the Advisory Committee
may not aggregate an ESOP (or the ESOP portion of a plan) with a non-ESOP plan
(or non-ESOP portion of a plan).


                                     14.07
<PAGE>
(D) CHARACTERIZATION OF EXCESS CONTRIBUTIONS. If, pursuant to this Section
14.08, the Advisory Committee has elected to include qualified matching
contributions in the average ADP, the Advisory Committee will treat excess
contributions as attributable proportionately to deferral contributions and to
qualified matching contributions allocated on the basis of those deferral
contributions. If the total amount of a Highly Compensated Employee's excess
contributions for the Plan Year exceeds his deferral contributions or qualified
matching contributions for the Plan Year, the Advisory Committee will treat the
remaining portion of his excess contributions as attributable to qualified
nonelective contributions. The Advisory Committee will reduce the amount of
excess contributions for a Plan Year distributable to a Highly Compensated
Employee by the amount of excess deferrals (as determined in Section 14.07), if
any, previously distributed to that Employee for the Employee's taxable year
ending in that Plan Year.

(E) DISTRIBUTION OF EXCESS CONTRIBUTIONS. If the Advisory Committee determines
the Plan fails to satisfy the ADP test for a Plan Year, it must distribute the
excess contributions, as adjusted for allocable income, during the next Plan
Year. However, the Employer will incur an excise tax equal to 10% of the amount
of excess contributions for a Plan Year not distributed to the appropriate
Highly Compensated Employees during the first 2 1/2 months of that next Plan
Year. The excess contributions are the amount of deferral contributions made by
the Highly Compensated Employees which causes the Plan to fail to satisfy the
ADP test. The Advisory Committee will distribute to each Highly Compensated
Employee his respective share of the excess contributions. The Advisory
Committee will determine the respective shares of excess contributions by
starting with the Highly Compensated Employee(s) who has the greatest ADP,
reducing his ADP to the next highest ADP, then, if necessary, reducing the ADP
of the Highly Compensated Employee(s) at the next highest ADP level (including
the ADP of the Highly Compensated Employee(s) whose ADP the Advisory Committee
already has reduced), and continuing in this manner until the average ADP for
the Highly Compensated Group satisfies the ADP test. If the Highly Compensated
Employee is part of an aggregated family group, the Advisory Committee, in
accordance with the applicable Treasury regulations, will determine each
aggregated family member's allocable share of the excess contributions assigned
to the family unit.

(F) ALLOCABLE INCOME. To determine the amount of the corrective distribution
required under this Section 14.08, the Advisory Committee must calculate the
allocable income for the Plan Year in which the excess contributions arose and
for the "gap period" measured from the beginning of the next Plan Year to the
date of the distribution. "Allocable income" means net income or net loss. To
calculate allocable income for the Plan Year, the Advisory Committee: (1) first
will determine the net income or net loss for the Plan Year on the Highly
Compensated Employee's Accrued Benefit attributable to deferral contributions;
and (2) then will multiply this net income or net loss by the following
fraction:

        Amount of the Highly Compensated Employee's excess contributions
        ----------------------------------------------------------------
             Accrued Benefit attributable to deferral contributions

The Accrued Benefit attributable to deferral contributions includes the Accrued
Benefit attributable to qualified matching contributions and qualified
nonelective contributions taken into account in the ADP test for the Plan Year
or for any prior Plan Year. For purposes of the denominator of the fraction, the
Advisory Committee will calculate the Accrued Benefit attributable to deferral
contributions as of the last day of the Plan Year (without regard to the net
income or net loss for the Plan Year on that Accrued Benefit).


                                     14.08
<PAGE>
      To calculate allocable income for the "gap period," the Advisory Committee
will perform the same calculation as described in the preceding paragraph,
except in clause (1) the Advisory Committee will determine, as of the last day
of the month preceding the date of distribution, the net income or net loss for
the "gap period" and in clause (2) will calculate the Accrued Benefit
attributable to deferral contributions as of the day before the distribution. If
the Plan does not perform a valuation on the last day of the month preceding the
date of distribution, the Advisory Committee, in lieu of the calculation
described in this paragraph, will calculate allocable income for each month in
the "gap period" as equal to 10% of the allocable income for the Plan Year.
Under this alternate calculation, the Advisory Committee will disregard the
month in which the distribution occurs, if the Plan makes the distribution no
later than the 15th day of that month.

      14.09 NONDISCRIMINATION RULES FOR EMPLOYER MATCHING CONTRIBUTIONS /
PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. For Plan Years beginning after December
31, 1986, the Advisory Committee must determine whether the annual Employer
matching contributions (other than qualified matching contributions used in the
ADP under Section 14.08), if any, and the Employee contributions, if any,
satisfy either of the following average contribution percentage ("ACP") tests:

      (i) The ACP for the Highly Compensated Group does not exceed 1.25 times
      the ACP of the Nonhighly Compensated Group; or

      (ii) The ACP for the Highly Compensated Group does not exceed the ACP for
      the Nonhighly Compensated Group by more than two percentage points (or the
      lesser percentage permitted by the multiple use limitation in Section
      14.10) and the ACP for the Highly Compensated Group is not more than twice
      the ACP for the Nonhighly Compensated Group.

(A) CALCULATION OF ACP. The average contribution percentage for a group is the
average of the separate contribution percentages calculated for each Eligible
Employee who is a member of that group. An Eligible Employee's contribution
percentage for a Plan Year is the ratio of the Eligible Employee's aggregate
contributions for the Plan Year to the Employee's Compensation for the Plan
Year. "Aggregate contributions" are Employer matching contributions (other than
qualified matching contributions used in the ADP test under Section 14.08) and
employee contributions (as defined in Section 14.03). For aggregated family
members treated as a single Highly Compensated Employee, the contribution
percentage of the family unit is the greater of: (i) the contribution percentage
determined by combining the aggregate contributions and Compensation of the
family members who are Highly Compensated Employees without family aggregation;
or (ii) the contribution percentage determined by combining the aggregate
contributions and Compensation of all aggregated family members.


                                     14.09
<PAGE>
      The Advisory Committee, in a manner consistent with Treasury regulations,
may determine the contribution percentages of the Eligible Employees by taking
into account qualified nonelective contributions (other than qualified
nonelective contributions used in the ADP test under Section 14.08) or elective
deferrals, or both, made to this Plan or to any other qualified Plan maintained
by the Employer. The Advisory Committee may not include qualified nonelective
contributions in the ACP test unless the allocation of nonelective contributions
is nondiscriminatory when the Advisory Committee takes into account all
nonelective contributions (including the qualified nonelective contributions)
and also when the Advisory Committee takes into account only the nonelective
contributions not used in either the ADP test described in Section 14.08 or the
ACP test described in this Section 14.09. The Advisory Committee may not include
elective deferrals in the ACP test, unless the Plan which includes the elective
deferrals satisfies the ADP test both with and without the elective deferrals
included in this ACP test. For Plan Years beginning after December 31, 1989, the
Advisory Committee may not include in the ACP test any qualified nonelective
contributions or elective deferrals under another qualified plan unless that
plan has the same plan year as this Plan. The Advisory Committee must maintain
records to demonstrate compliance with the ACP test, including the extent to
which the Plan used qualified nonelective contributions or elective deferrals to
satisfy the test.

(B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine the
contribution percentage of any Highly Compensated Employee, the aggregate
contributions taken into account must include any matching contributions (other
than qualified matching contributions used in the ADP test) and any Employee
contributions made on his behalf to any other plan maintained by the Employer,
unless the other plan is an ESOP. If the plans have different plan years, the
Advisory Committee will determine the combined aggregate contributions on the
basis of the plan years ending in the same calendar year.

(C) AGGREGATION OF CERTAIN PLANS. If the Employer treats two plans as a unit for
coverage or nondiscrimination purposes, the Employer must combine the plans to
determine whether either plan satisfies the ACP test. This aggregation rule
applies to the contribution percentage determination for all Eligible Employees,
irrespective of whether an Eligible Employee is a Highly Compensated Employee or
a Nonhighly Compensated Employee. The Advisory Committee also may elect to
aggregate plans which the Employer does not treat as a unit for coverage or
nondiscrimination purposes. For Plan Years beginning after December 31, 1989, an
aggregation of plans under this paragraph does not apply to plans which have
different plan years and, for Plan Years beginning after December 31, 1988, the
Advisory Committee may not aggregate an ESOP (or the ESOP portion of a plan)
with a non-ESOP plan (or non-ESOP portion of a plan).


                                     14.10
<PAGE>
(D) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee will
determine excess aggregate contributions after determining excess deferrals
under Section 14.07 and excess contributions under Section 14.08. If the
Advisory Committee determines the Plan fails to satisfy the ACP test for a Plan
Year, it must distribute the excess aggregate contributions, as adjusted for
allocable income, during the next Plan Year. However, the Employer will incur an
excise tax equal to 10% of the amount of excess aggregate contributions for a
Plan Year not distributed to the appropriate Highly Compensated Employees during
the first 2 1/2 months of that next Plan Year. The excess aggregate
contributions are the amount of aggregate contributions allocated on behalf of
the Highly Compensated Employees which causes the Plan to fail to satisfy the
ACP test. The Advisory Committee will distribute to each Highly Compensated
Employee his respective share of the excess aggregate contributions. The
Advisory Committee will determine the respective shares of excess aggregate
contributions by starting with the Highly Compensated Employee(s) who has the
greatest contribution percentage, reducing his contribution percentage to the
next highest contribution percentage, then, if necessary, reducing the
contribution percentage of the Highly Compensated Employee(s) at the next
highest contribution percentage level (including the contribution percentage of
the Highly Compensated Employee(s) whose contribution percentage the Advisory
Committee already has reduced), and continuing in this manner until the ACP for
the Highly Compensated Group satisfies the ACP test. If the Highly Compensated
Employee is part of an aggregated family group, the Advisory Committee, in
accordance with the applicable Treasury regulations, will determine each
aggregated family member's allocable share of the excess aggregate contributions
assigned to the family unit.

(E) ALLOCABLE INCOME. To determine the amount of the corrective distribution
required under this Section 14.09, the Advisory Committee must calculate the
allocable income for the Plan Year in which the excess aggregate contributions
arose and for the "gap period" measured from the beginning of the next Plan Year
to the date of the distribution. "Allocable income" means net income or net
loss. The Advisory Committee will determine allocable income in the same manner
as described in Section 14.08(F) for excess contributions, except the numerator
of the allocation fraction will be the Highly Compensated Employee's excess
aggregate contributions and the denominator of the allocation fraction will be
the Employee's Accrued Benefit attributable to aggregate contributions and, if
applicable, to qualified nonelective contributions and elective deferrals
included in the ACP test for the Plan Year or for any prior Plan Year.

(F) CHARACTERIZATION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee
will treat a Highly Compensated Employee's allocable share of excess aggregate
contributions in the following priority: (1) first as attributable to his
Employee contributions which are voluntary contributions, if any; (2) then as
matching contributions allocable with respect to excess contributions determined
under the ADP test described in Section 14.08; (3) then on a pro rata basis to
matching contributions and to the deferral contributions relating to those
matching contributions which the Advisory Committee has included in the ACP
test; (4) then on a pro rata basis to Employee contributions which are mandatory
contributions, if any, and to the matching contributions allocated on the basis
of those mandatory contributions; and (5) last to qualified nonelective
contributions used in the ACP test. To the extent the Highly Compensated
Employee's excess aggregate contributions are attributable to matching
contributions, and he is not 100% vested in his Accrued Benefit attributable to
matching contributions, the Advisory Committee will distribute only the vested
portion and forfeit the nonvested portion. The vested portion of the Highly
Compensated Employee's excess aggregate contributions attributable to Employer
matching contributions is the total amount of such excess aggregate
contributions (as adjusted for allocable income) multiplied by his vested
percentage (determined as of the last day of the Plan Year for which the
Employer made the matching contribution). The Employer will specify in Adoption
Agreement Section 3.05 the manner in which the Plan will allocate forfeited
excess aggregate contributions.

      14.10 MULTIPLE USE LIMITATION. For Plan Years beginning after December 31,
1988, if at least one Highly Compensated Employee is includible in the ADP test
under Section 14.08 and in the ACP test under Section 14.09, the sum of the
Highly Compensated Group's ADP and ACP may not exceed the multiple use
limitation.


                                     14.11
<PAGE>
      The multiple use limitation is the sum of (i) and (ii):

      (i) 125% of the greater of: (a) the ADP of the Nonhighly Compensated Group
      under the Code Section 401(k) arrangement; or (b) the ACP of the Nonhighly
      Compensated Group for the Plan Year beginning with or within the Plan Year
      of the Code Section 401(k) arrangement.

      (ii) 2% plus the lesser of (i)(a) or (i)(b), but no more than twice the
      lesser of (i)(a) or (i)(b).

      For Plan Years beginning prior to the later of January 1, 1992, or 60 days
after the Treasury issues final regulations under Code Section 401(m), the
Advisory Committee, in lieu of determining the multiple use limitation as the
sum of (i) and (ii), may elect to determine the multiple use limitation as the
sum of (iii) and (iv):

      (iii) 125% of the lesser of: (a) the ADP of the Nonhighly Compensated
      Group under the Code Section 401(k) arrangement; or (b) the ACP of the
      Nonhighly Compensated Group for the Plan Year beginning with or within the
      Plan Year of the Code Section 401(k) arrangement.

      (iv) 2% plus the greater of (iii)(a) or (iii)(b), but no more than twice
      the greater of (iii)(a) or (iii)(b).

      The Advisory Committee will determine whether the Plan satisfies the
multiple use limitation after applying the ADP test under Section 14.08 and the
ACP test under Section 14.09 and after making any corrective distributions
required by those Sections. If, after applying this Section 14.10, the Advisory
Committee determines the Plan has failed to satisfy the multiple use limitation,
the Advisory Committee will correct the failure by treating the excess amount as
excess aggregate contributions under Section 14.09. This Section 14.10 does not
apply unless, prior to application of the multiple use limitation, the ADP and
the ACP of the Highly Compensated Group each exceeds 125% of the respective
percentages for the Nonhighly Compensated Group.

      14.11 DISTRIBUTION RESTRICTIONS. The Employer must elect in Section 6.03
the Adoption Agreement the distribution events permitted under the Plan. The
distribution events applicable to the Participant's Deferral Contributions
Account, Qualified Nonelective Contributions Account and Qualified Matching
Contributions Account must satisfy the distribution restrictions described in
paragraph (m) of Section 14.03.

(A) HARDSHIP DISTRIBUTIONS FROM DEFERRAL CONTRIBUTIONS ACCOUNT. The Employer
must elect in Adoption Agreement Section 6.03 whether a Participant may receive
hardship distributions from his Deferral Contributions Account prior to the
Participant's Separation from Service. Hardship distributions from the Deferral
Contributions Account must satisfy the requirements of this Section 14.11. A
hardship distribution option may not apply to the Participant's Qualified
Nonelective Contributions Account or Qualified Matching Contributions Account.

      (1) DEFINITION OF HARDSHIP. A hardship distribution under this Section
14.11 must be on account of one or more of the following immediate and heavy
financial needs: (1) medical expenses described in Code Section 213(d) incurred
by the Participant, by the Participant's spouse, or by any of the Participant's
dependents; (2) the purchase (excluding mortgage payments) of a principal
residence for the Participant; (3) the payment of post-secondary education
tuition, for the next semester or for the next quarter, for the Participant, for
the Participant's spouse, or for any of the Participant's dependents; or (4) to
prevent the eviction of the Participant from his principal residence or the
foreclosure on the mortgage of the Participant's principal residence.


                                     14.12
<PAGE>
      (2) RESTRICTIONS. The following restrictions apply to a Participant who
receives a hardship distribution: (a) the Participant may not make elective
deferrals or employee contributions to the Plan for the 12-month period
following the date of his hardship distribution; (b) the distribution is not in
excess of the amount of the immediate and heavy financial need; (c) the
Participant must have obtained all distributions, other than hardship
distributions, and all nontaxable loans currently available under this Plan and
all other qualified plans maintained by the Employer; and (d) the Participant
agrees to limit elective deferrals under this Plan and under any other qualified
Plan maintained by the Employer, for the Participant's taxable year immediately
following the taxable year of the hardship distribution, to the 402(g)
limitation (as described in Section 14.07), reduced by the amount of the
Participant's elective deferrals made in the taxable year of the hardship
distribution. The suspension of elective deferrals and employee contributions
described in clause (a) also must apply to all other qualified plans and to all
nonqualified plans of deferred compensation maintained by the Employer, other
than any mandatory employee contribution portion of a defined benefit plan,
including stock option, stock purchase and other similar plans, but not
including health or welfare benefit plans (other than the cash or deferred
arrangement portion of a cafeteria plan).

      (3) EARNINGS. For Plan Years beginning after December 31, 1988, a hardship
distribution under this Section 14.11 may not include earnings on an Employee's
elective deferrals credited after December 31, 1988, and may not include
qualified matching contributions and qualified nonelective contributions, nor
any earnings on such contributions, irrespective of when credited.

(B) DISTRIBUTIONS AFTER SEPARATION FROM SERVICE. Following the Participant's
Separation from Service, the distribution events applicable to the Participant
apply equally to all of the Participant's Accounts, except as elected in Section
6.03 of the Employer's Adoption Agreement.

      14.12 SPECIAL ALLOCATION RULES. If the Code Section 401(k) arrangement
provides for salary reduction contributions, if the Plan accepts Employee
contributions, pursuant to Adoption Agreement Section 4.01, or if the Plan
allocates matching contributions as of any date other than the last day of the
Plan Year, the Employer must elect in Adoption Agreement 9.11 whether any
special allocation provisions will apply under Section 9.11 of the Plan. For
purposes of the elections:

      (a) A "segregated Account" direction means the Advisory Committee will
      establish a segregated Account for the applicable contributions made on
      the Participant's behalf during the Plan Year. The Trustee must invest the
      segregated Account in Federally insured interest bearing savings
      account(s) or time deposits, or a combination of both, or in any other
      fixed income investments, unless otherwise specified in the Employer's
      Adoption Agreement. As of the last day of each Plan Year (or, if earlier,
      an allocation date coinciding with a valuation date described in Section
      9.11), the Advisory Committee will reallocate the segregated Account to
      the Participant's appropriate Account, in accordance with Section 3.04 or
      Section 4.06, whichever applies to the contributions.

      (b) A "weighted average allocation" method will treat a weighted portion
      of the applicable contributions as if includible in the Participant's
      Account as of the beginning of the valuation period. The weighted portion
      is a fraction, the numerator of which is the number of months in the
      valuation period, excluding each month in the valuation period which
      begins prior to the contribution date of the applicable contributions, and
      the denominator of which is the number of months in the valuation period.
      The Employer may elect in its Adoption Agreement to substitute a weighting
      period other than months for purposes of this weighted average allocation.

                          * * * * * * * * * * * * * * *


                                     14.13
<PAGE>
                                    ARTICLE A
                      APPENDIX TO PLAN AND TRUST AGREEMENT

      This Article is necessary to comply with the Unemployment Compensation
Amendments Act of 1992 and is an integral part of the basic plan document.
Section 12.08 applies to any modification or amendment of this Article.

      A-1. APPLICATIONS. This Article applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Article, a distributee
may elect, at the time and in the manner prescribed by the Plan Administrator,
to have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.

      A-2. DEFINITIONS.

      (a) "Eligible rollover distribution." An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under Code Section 401(a)(9); and the portion of any distribution that
is not includible in gross income (determined without regard to the exclusion of
net unrealized appreciation with respect to employer securities).

      (b) "Eligible retirement plan." An eligible retirement plan is an
individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan described
in Code Section 403(a), or a qualified trust described in Code Section 401(a),
that accepts the distributee's eligible rollover distribution. However, in the
case of an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual retirement
annuity.

      (c) "Distributee." A distributee includes an Employee or former Employee.
In addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in Code Section
414(p), are distributees with regard to the interest of the spouse or former
spouse.

      (d) "Direct rollover." A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.


                                       A-1
<PAGE>
                                    ARTICLE B
                         APPENDIX TO BASIC PLAN DOCUMENT

      This Article is necessary to comply with the Omnibus Budget Reconciliation
Act of 1993 (OBRA '93) and is an integral part of the basic plan document.
Section 12.08 applies to any modification or amendment of this Article.

      In addition to other applicable limitations set forth in the plan, and
notwithstanding any other provision of the plan to the contrary, for plan years
beginning on or after January 1, 1994, the annual compensation of each employee
taken into account under the plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $150,000 , as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which compensation is determined (determination period) beginning
in such calendar year. If a determination period consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied by a fraction,
the numerator of which is the number of months in the determination period, and
the denominator of which is 12.

      For plan years beginning on or after January 1, 1994, any reference in
this plan to the limitation under Section 401(a)(17) of the Code shall mean the
OBRA '93 annual compensation limit set forth in this provision.

      If compensation for any prior determination period is taken into account
in determining an employee's benefits accruing in the current plan year, the
compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination period beginning before the first day of the
first plan year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.


                                      B-1
<PAGE>
                                    ARTICLE C
                         APPENDIX TO BASIC PLAN DOCUMENT
                         REV. RUL. 94-76 MODEL AMENDMENT

      This amendment is effective on the first day of the first Plan Year
beginning on or after December 12, 1994, or, if later, March 12, 1995.

      Notwithstanding any provision of this Plan to the contrary, to the extent
that any optional form of benefit under this Plan permits a distribution prior
to the Employee's retirement, death, disability, or severance from employment,
and prior to plan termination, the optional form of benefits is not available
with respect to benefits attributable to assets (including the post-transfer
earnings thereon) and liabilities that are transferred, within the meaning of
Code Section 414(l), to this Plan from a money purchase pension plan qualified
under Code Section 401(a) (other than any portion of those assets and
liabilities attributable to voluntary Employee contributions).


                                      C-1
<PAGE>
                                    ARTICLE D
                         APPENDIX TO BASIC PLAN DOCUMENT
                             USERRA MODEL AMENDMENT

      This amendment is effective as of December 12, 1994.

      Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will be
provided in accordance with Code Section 414(u). Loan repayments will be
suspended under this Plan as permitted under Code Section 414(u)(4).


                                       1
<PAGE>
                             ADOPTION AGREEMENT #002
               NONSTANDARDIZED CODE Section 401(k) PROFIT SHARING PLAN

      The undersigned, Oceaneering International, Inc. ("Employer"), by
executing this Adoption Agreement, elects to become a participating Employer in
the Wells Fargo Bank Texas, N.A. Defined Contribution Master Plan and Trust
Agreement Defined Contribution Master Plan (basic plan document #01) by adopting
the accompanying Plan and Trust in full as if the Employer were a signatory to
that Agreement. The Employer makes the following elections granted under the
provisions of the Master Plan.

                                    ARTICLE I
                                   DEFINITIONS

      1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: (Choose
(a) or (b))

| |   (a) A discretionary Trustee. See Section 10.03[A] of the Plan.

|X|   (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [Note:
      The Employer may not elect Option (b) if a Custodian executes the Adoption
      Agreement.]

      1.03 PLAN. The name of the Plan as adopted by the Employer is Oceaneering
International, Inc. Retirement Investment Plan.

      1.07 EMPLOYEE. The following Employees are not eligible to participate in
the Plan: (Choose (a) or at least one of (b) through (g))

| |   (a) No exclusions.

| |   (b) Collective bargaining employees (as defined in Section 1.07 of the
      Plan). [Note: If the Employer excludes union employees from the Plan, the
      Employer must be able to provide evidence that retirement benefits were
      the subject of good faith bargaining.]

| |   (c) Nonresident aliens who do not receive any earned income (as defined in
      Code Section 911(d)(2)) from the Employer which constitutes United States
      source income (as defined in Code Section 861(a)(3)).

| |   (d) Commission Salesmen.

| |   (e) Any Employee compensated on a salaried basis.

| |   (f) Any Employee compensated on an hourly basis.

|X|   (g) (Specify) the Plan excludes a) employees who are paid exclusively on
      payrolls other than United States payrolls and b) temporary employees
      while on temporary status. For purposes of the Plan, a temporary employee
      is an employee who is hired in a temporary position. A temporary position
      is (i) a position which is expected by the respective Employer or
      Affiliate to be of limited duration or (ii) for a particular project upon
      the conclusion of which the employee is expected by the respective
      Employer or Affiliate to be terminated.

LEASED EMPLOYEES. Any Leased Employee treated as an Employee under Section 1.31
of the Plan, is: (Choose (h) or (i))

|X|   (h) Not eligible to participate in the Plan.


                                       2
<PAGE>
| |   (i) Eligible to participate in the Plan, unless excluded by reason of an
      exclusion classification elected under this Adoption Agreement Section
      1.07.

RELATED EMPLOYERS. If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification elected under this
Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

|X|   (j) No other related group member's Employees are eligible to participate
      in the Plan.

| |   (k) The following nonparticipating related group member's Employees are
      eligible to participate in the Plan unless excluded by reason of an
      exclusion classification elected under this Adoption Agreement Section
      1.07: ___________________________________________.

      1.12 COMPENSATION.

TREATMENT OF ELECTIVE CONTRIBUTIONS. (Choose (a) or (b))

|X|   (a) "Compensation" includes elective contributions made by the Employer on
      the Employee's behalf.

| |   (b) "Compensation" does not include elective contributions.

MODIFICATIONS TO COMPENSATION DEFINITION. (Choose (c) or at least one of (d)
through (j))

| |   (c) No modifications other than as elected under Options (a) or (b).

| |   (d) The Plan excludes Compensation in excess of $________________________.

| |   (e) In lieu of the definition in Section 1.12 of the Plan, Compensation
      means any earnings reportable as W-2 wages for Federal income tax
      withholding purposes, subject to any other election under this Adoption
      Agreement Section 1.12.

| |   (f) The Plan excludes bonuses.

| |   (g) The Plan excludes overtime.

| |   (h) The Plan excludes Commissions.

| |   (i) Compensation will not include Compensation from a related employer (as
      defined in Section 1.30 of the Plan) that has not executed a Participation
      Agreement in this Plan unless, pursuant to Adoption Agreement Section
      1.07, the Employees of that related employer are eligible to participate
      in this Plan.

|X|   (j) (Specify) Compensation shall mean total of gross earnings, including
      payments for commissions, overtime, shift premiums, depth premiums, and
      completion, incentive and executive compensation bonuses, but excluding
      payments of foreign housing, consumables, schooling, overseas or hardship
      allowances, reimbursements of expenses, taxes, or moving allowances,
      income realized or deemed to be realized from the exercise of stock
      options or other compensation under stock bonus or thrift or other such
      plans, amounts paid on a foreign (non-US) payroll, and any other payments
      or allowances of any kind for foreign or domestic service not a function
      of direct salary or pay based on service or performance.


                                       3
<PAGE>
If, for any Plan Year, the Plan uses permitted disparity in the contribution or
allocation formula elected under Article III, any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.

SPECIAL DEFINITION FOR MATCHING CONTRIBUTIONS. "Compensation" for purposes of
any matching contribution formula under Article III means: (Choose (k) or (l)
only if applicable)

|X|   (k) Compensation as defined in this Adoption Agreement Section 1.12.

| |   (l) (Specify) __________________________________________.

SPECIAL DEFINITION FOR SALARY REDUCTION CONTRIBUTIONS. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)

|X|   (m) No exceptions.

| |   (n) If the Employee makes elective contributions to another plan
      maintained by the Employer, the Advisory Committee will determine the
      amount of the Employee's salary reduction contribution for the withholding
      period: (Choose (1) or (2))

      | |   (1) After the reduction for such period of elective contributions to
            the other plan(s).

      | |   (2) Prior to the reduction for such period of elective contributions
            to the other plan(s).

| |   (o) (Specify) __________________________________________.

      1.17 PLAN YEAR/LIMITATION YEAR.

PLAN YEAR. Plan Year means: (Choose (a) or (b))

|X|   (a) The 12 consecutive month period ending every 12/31.

| |   (b) (Specify) __________________________________________.

LIMITATION YEAR. The Limitation Year is: (Choose (c) or (d))

|X|   (c) The Plan Year.

| |   (d) The 12 consecutive month period ending every _____.

      1.18 EFFECTIVE DATE.

NEW PLAN. The "Effective Date" of the Plan is _____.

RESTATED PLAN. The restated Effective Date is October 1, 2000.

This Plan is a substitution and amendment of an existing retirement plan(s)
originally established April 1, 1982. [Note: See the Effective Date Addendum.]

      1.27 HOUR OF SERVICE. The crediting method for Hours of Service is:
(Choose (a) or (b))

|X|   (a) The actual method.


                                       4
<PAGE>
| |   (b) The ____________________ equivalency method, except:

      | |   (1) No exceptions.

      | |   (2) The actual method applies for purposes of: (Choose at least one)

            | |   (i) Participation under Article II.

            | |   (ii) Vesting under Article V.

            | |   (iii) Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

      1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): N/A. Service with
the designated predecessor employer(s) applies: (Choose at least one of (a) or
(b); (c) is available only in addition to (a) or (b))

| |   (a) For purposes of participation under Article II.

| |   (b) For purposes of vesting under Article V.

| |   (c) Except the following Service: __________ .

[Note: If the Plan does not credit any predecessor service under this provision,
insert "N/A" in the first blank line. The Employer may attach a schedule to this
Adoption Agreement, in the same format as this Section 1.29, designating
additional predecessor employers and the applicable service crediting
elections.]

      1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan
and also participates in a plan maintained by the leasing organization: (Choose
(a) or (b)) NOT APPLICABLE. SEE SECTION 1.07 (H).

| |   (a) The Advisory Committee will determine the Leased Employee's allocation
      of Employer contributions under Article III without taking into account
      the Leased Employee's allocation, if any, under the leasing organization's
      plan.

| |   (b) The Advisory Committee will reduce a Leased Employee's allocation of
      Employer nonelective contributions (other than designated qualified
      nonelective contributions) under this Plan by the Leased Employee's
      allocation under the leasing organization's plan, but only to the extent
      that allocation is attributable to the Leased Employee's service provided
      to the Employer. The leasing organization's plan:

      | |   (1) Must be a money purchase plan which would satisfy the definition
            under Section 1.31 of a safe harbor plan, irrespective of whether
            the safe harbor exception applies.

      | |   (2) Must satisfy the features and, if a defined benefit plan, the
            method of reduction described in an addendum to this Adoption
            Agreement, numbered 1.31.


                                       5
<PAGE>
                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

      2.01 ELIGIBILITY.

ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both; (c) is
optional as an additional election)

| |   (a) Attainment of age ________ (specify age, not exceeding 21).

|X|   (b) Service requirement. (Choose one of (1) through (3))

      | |   (1) One Year of Service.

      |X|   (2) 12 months (not exceeding 12) following the Employee's Employment
            Commencement Date.

      | |   (3) One Hour of Service.

| |   (c) Special requirements for non-401(k) portion of plan. (Make elections
      under (1) and under (2))

            (1) The requirements of this Option (c) apply to participation in:
            (Choose at least one of (i) through (iii))

            | |   (i) The allocation of Employer nonelective contributions and
                  Participant forfeitures.

            | |   (ii) The allocation of Employer matching contributions
                  (including forfeitures allocated as matching contributions).

            | |   (iii) The allocation of Employer qualified nonelective
                  contributions.

            (2) For participation in the allocations described in (1), the
            eligibility conditions are: (Choose at least one of (i) through
            (iv))

            | |   (i) _____ (one or two) Year(s) of Service, without an
                  intervening Break in Service (as described in Section 2.03(A)
                  of the Plan) if the requirement is two Years of Service.

            | |   (ii) _____ months (not exceeding 24) following the Employee's
                  Employment Commencement Date.

            | |   (iii) One Hour of Service.

            | |   (iv) Attainment of age _____ (Specify age, not exceeding 21).

PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (Choose (d),
(e) or (f))

| |   (d) Semi-annual Entry Dates. The first day of the Plan Year and the first
      day of the seventh month of the Plan Year.

| |   (e) The first day of the Plan Year.


                                       6
<PAGE>
|X|   (f) (Specify entry dates) any day of the Plan Year on or following
      completion of the eligibility requirement in 2.01(b) above.

TIME OF PARTICIPATION. An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option (c)(1)),
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date): (Choose (g), (h) or (i))

| |   (g) immediately following

| |   (h) immediately preceding

|X|   (i) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement
Section 2.01. [Note: The Employer must coordinate the selection of (g), (h) or
(i) with the "Plan Entry Date" selection in (d), (e) or (f). Unless otherwise
excluded under Section 1.07, the Employee must become a Participant by the
earlier of: (1) the first day of the Plan Year beginning after the date the
Employee completes the age and service requirements of Code Section 410(a); or
(2) 6 months after the date the Employee completes those requirements.]

DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply to:
(Choose (j) or (k))

|X|   (j) All Employees of the Employer, except: (Choose (1) or (2))

      |X|   (1) No exceptions.

      | |   (2) Employees who are Participants in the Plan as of the Effective
            Date.

| |   (k) Solely to an Employee employed by the Employer after _____. If the
      Employee was employed by the Employer on or before the specified date, the
      Employee will become a Participant: (Choose (1), (2) or (3))

      | |   (1) On the latest of the Effective Date, his Employment Commencement
            Date or the date he attains age _____ (not to exceed 21).

      | |   (2) Under the eligibility conditions in effect under the Plan prior
            to the restated Effective Date. If the restated Plan required more
            than one Year of Service to participate, the eligibility condition
            under this Option (2) for participation in the Code Section 401(k)
            arrangement under this Plan is one Year of Service for Plan Years
            beginning after December 31, 1988. [For restated plans only]

      | |   (3) (Specify) __________________________________________.

      2.02 YEAR OF SERVICE - PARTICIPATION. NOT APPLICABLE

HOURS OF SERVICE. An Employee must complete: (Choose (a) or (b))

| |   (a) 1,000 Hours of Service


                                       7
<PAGE>
| |   (b) _____ Hours of Service

during an eligibility computation period to receive credit for a Year of
Service. [ Note: The Hours of Service requirement may not exceed 1,000.]

ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation period
described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

| |   (c) The 12 consecutive month period beginning with each anniversary of an
      Employee's Employment Commencement Date.

| |   (d) The Plan Year, beginning with the Plan Year which includes the first
      anniversary of the Employee's Employment Commencement Date.

      2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule described
in Section 2.03(B) of the Plan: (Choose (a) or (b))

|X|   (a) Does not apply to the Employer's Plan.

| |   (b) Applies to the Employer's Plan.

      2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))

|X|   (a) Does not permit an eligible Employee or a Participant to elect not to
      participate.

| |   (b) Does permit an eligible Employee or a Participant to elect not to
      participate in accordance with Section 2.06 and with the following rules:
      (Complete (1), (2), (3) and (4))

            (1) An election is effective for a Plan Year if filed no later than
            __________________.

            (2) An election not to participate must be effective for at least
            __________ Plan Year(s).

            (3) Following a re-election to participate, the Employee or
            Participant:

            | |   (i) May not again elect not to participate for any subsequent
                  Plan Year.

            | |   (ii) May again elect not to participate, but not earlier than
                  the Plan Year following the Plan Year in which the re-election
                  first was effective.

            (4) (Specify) __________________________________________ [Insert
            "N/A" if no other rules apply].


                                       8
<PAGE>
                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

      3.01 AMOUNT.

PART I. [OPTIONS (a) THROUGH (g)] AMOUNT OF EMPLOYER'S CONTRIBUTION. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01. (Choose any combination of (a), (b), (c) and (d), or choose (e))

|X|   (a) DEFERRAL CONTRIBUTIONS (CODE Section 401(k) ARRANGEMENT). (Choose (1)
      or (2) or both)

      |X|   (1) Salary reduction arrangement. The Employer must contribute the
            amount by which the Participants have reduced their Compensation for
            the Plan Year, pursuant to their salary reduction agreements on file
            with the Advisory Committee. A reference in the Plan to salary
            reduction contributions is a reference to these amounts.

      | |   (2) Cash or deferred arrangement. The Employer will contribute on
            behalf of each Participant the portion of the Participant's
            proportionate share of the cash or deferred contribution which he
            has not elected to receive in cash. See Section 14.02 of the Plan.
            The Employer's cash or deferred contribution is the amount the
            Employer may from time to time deem advisable which the Employer
            designates as a cash or deferred contribution prior to making that
            contribution to the Trust.

|X|   (b) MATCHING CONTRIBUTIONS. The Employer will make matching contributions
      in accordance with the formula(s) elected in Part II of this Adoption
      Agreement Section 3.01.

|X|   (c) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS. The Employer, in its
      sole discretion, may contribute an amount which it designates as a
      qualified nonelective contribution.

| |   (d) NONELECTIVE CONTRIBUTIONS. (Choose any combination of (1) through (4))

      | |   (1) Discretionary contribution. The amount (or additional amount)
            the Employer may from time to time deem advisable.

      | |   (2) The amount (or additional amount) the Employer may from time to
            time deem advisable, separately determined for each of the following
            classifications of Participants: (Choose (i) or (ii))

            | |   (i) Nonhighly Compensated Employees and Highly Compensated
                  Employees.

            | |   (ii) (Specify classifications) ______________________.

            Under this Option (2), the Advisory Committee will allocate the
            amount contributed for each Participant classification in accordance
            with Part II of Adoption Agreement Section 3.04, as if the
            Participants in that classification were the only Participants in
            the Plan.

      | |   (3) ___________% of the Compensation of all Participants under the
            Plan, determined for the Employer's taxable year for which it makes
            the contribution. [Note: The percentage selected may not exceed
            15%.]

      | |   (4) ___________% of Net Profits but not more than $_______________.


                                       9
<PAGE>
| |   (e) FROZEN PLAN. This Plan is a frozen Plan effective _____________ . The
      Employer will not contribute to the Plan with respect to any period
      following the stated date.

NET PROFITS. The Employer: (Choose (f) or (g))

|X|   (f) Need not have Net Profits to make its annual contribution under this
      Plan.

| |   (g) Must have current or accumulated Net Profits exceeding $____________
      to make the following contributions: (Choose at least one)

      | |   (1) Cash or deferred contributions described in Option (a)(2).

      | |   (2) Matching contributions described in Option (b), except:
            ______________________________________________________.

      | |   (3) Qualified nonelective contributions described in Option (c).

      | |   (4) Nonelective contributions described in Option (d).

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently applied
without any deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under any other employee
benefit plan the Employer maintains. The term "Net Profits" specifically
excludes N/A . [Note: Enter "N/A" if no exclusions apply.]

If the Employer requires Net Profits for matching contributions and the Employer
does not have sufficient Net Profits under Option (g), it will reduce the
matching contribution under a fixed formula on a prorata basis for all
Participants. A Participant's share of the reduced contribution will bear the
same ratio as the matching contribution the Participant would have received if
Net Profits were sufficient bears to the total matching contribution all
Participants would have received if Net Profits were sufficient. If more than
one member of a related group (as defined in Section 1.30) execute this Adoption
Agreement, each participating member will determine Net Profits separately but
will not apply this reduction unless, after combining the separately determined
Net Profits, the aggregate Net Profits are insufficient to satisfy the matching
contribution liability. "Net Profits" includes both current and accumulated Net
Profits.

PART II. [OPTIONS (h) THROUGH (j)] MATCHING CONTRIBUTION FORMULA. [Note: If the
Employer elected Option (b), complete Options (h), (i) and (j).]

|X|   (h) AMOUNT OF MATCHING CONTRIBUTIONS. For each Plan Year, the Employer's
      matching contribution is: (Choose any combination of (1), (2), (3), (4)
      and (5))

      |X|   (1) An amount equal to 100% of each Participant's eligible
            contributions for the Plan Year.

      | |   (2) An amount equal to _____% of each Participant's first tier of
            eligible contributions for the Plan Year, plus the following
            matching percentage(s) for the following subsequent tiers of
            eligible contributions for the Plan __________________________.

      | |   (3) Discretionary formula.

            | |   (i) An amount (or additional amount) equal to a matching
                  percentage the Employer from time to time may deem advisable
                  of the Participant's eligible contributions for the Plan Year.


                                       10
<PAGE>
            | |   (ii) An amount (or additional amount) equal to a matching
                  percentage the Employer from time to time may deem advisable
                  of each tier of the Participant's eligible contributions for
                  the Plan Year.

      | |   (4) An amount equal to the following percentage of each
            Participant's eligible contributions for the Plan Year, based on the
            Participant's Years of Service:

<TABLE>
<CAPTION>
                  Number of Years of Service           Matching Percentage
                  --------------------------           -------------------
<S>               <C>                                  <C>
                           ____                               ____%
                           ____                               ____%
                           ____                               ____%
                           ____                               ____%
</TABLE>

            The Advisory Committee will apply this formula by determining Years
            of Service as follows: __________________________________________.

      | |   (5) A Participant's matching contributions may not: (Choose (i) or
            (ii))

      | |   (i) Exceed __________________________________________.

      | |   (ii) Be less than __________________________________________.

      RELATED EMPLOYERS. If two or more related employers (as defined in Section
      1.30) contribute to this Plan, the related employers may elect different
      matching contribution formulas by attaching to the Adoption Agreement a
      separately completed copy of this Part II. Note: Separate matching
      contribution formulas create separate current benefit structures that must
      satisfy the minimum participation test of Code Section 401(a)(26).]

|X|   (i) DEFINITION OF ELIGIBLE CONTRIBUTIONS. Subject to the requirements of
      Option (j), the term "eligible contributions" means: (Choose any
      combination of (1) through (3))

      |X|   (1) Salary reduction contributions.

      | |   (2) Cash or deferred contributions (including any part of the
            Participant's proportionate share of the cash or deferred
            contribution which the Employer defers without the Participant's
            election).

      | |   (3) Participant mandatory contributions, as designated in Adoption
            Agreement Section 4.01. See Section 14.04 of the Plan.

|X|   (j) AMOUNT OF ELIGIBLE CONTRIBUTIONS TAKEN INTO ACCOUNT. When determining
      a Participant's eligible contributions taken into account under the
      matching contributions formula(s), the following rules apply: (Choose any
      combination of (1) through (4))

      | |   (1) The Advisory Committee will take into account all eligible
            contributions credited for the Plan Year.

      |X|   (2) The Advisory Committee will disregard eligible contributions
            exceeding 6% of a Participant's compensation.


                                       11
<PAGE>
      | |   (3) The Advisory Committee will treat as the first tier of eligible
            contributions, an amount not exceeding:
            __________________________________________.

            The subsequent tiers of eligible contributions are:
            __________________________________________.

      |X|   (4) (Specify) Notwithstanding any contrary provision of the Plan, if
            the Employer determines prior to the end of any Plan Year that the
            Plan may not satisfy the actual contribution percentage test for the
            Plan Year, the Employer may require that the amount of the Employer
            Contribution being allocated to the accounts of Participants who are
            highly compensated employees be reduced as necessary to prevent
            excess aggregate contributions from being made to the Plan. In
            applying the foregoing limitations to highly compensated employees,
            the Advisory Committee shall adopt such rules and procedures as it
            determines are necessary and appropriate in order to implement such
            limitations .

PART III. [OPTIONS (k) AND (l)]. SPECIAL RULES FOR CODE Section 401(k)
ARRANGEMENT. (Choose (k) or (l), or both, as applicable)

|X|   (k) SALARY REDUCTION AGREEMENTS. The following rules and restrictions
      apply to an Employee's salary reduction agreement: (Make a selection under
      (1), (2), (3) and (4))

            (1) Limitation on amount. The Employee's salary reduction
            contributions: (Choose (i) or at least one of (ii) or (iii))

      | |   (i) No maximum limitation other than as provided in the Plan.

      |X|   (ii) May not exceed 16% of Compensation for the Plan Year, subject
            to the annual additions limitation described in Part 2 of Article
            III and the 402(g) limitation described in Section 14.07 of the
            Plan.

      |X|   (iii) Based on percentages of Compensation must equal at least 1%
            and must be contributed in increments of 1% . Notwithstanding any
            contrary provision of the Plan, if the Employer determines prior to
            the end of the Plan Year that the Plan may not satisfy the actual
            deferral percentage test for the Plan Year, the Employer may reduce
            the percentage rate of Compensation that a highly compensated
            employee has elected to defer pursuant to the Plan as necessary to
            prevent excess contributions from being made to the Plan. In
            applying the foregoing limitations to highly compensated employees,
            the Advisory Committee shall adopt such rules and procedures as it
            determines are necessary and appropriate in order to implement such
            limitations .

            (2) An Employee may revoke, on a prospective basis, a salary
            reduction agreement: (Choose (i), (ii), (iii) or (iv))

      | |   (i) Once during any Plan Year but not later than _________________
            of the Plan Year.

      | |   (ii) As of any Plan Entry Date.

      | |   (iii) As of the first day of any month.

      |X|   (iv) (Specify, but must be at least once per Plan Year) as of the
            beginning of each payroll period.


                                       12
<PAGE>
            (3) An Employee who revokes his salary reduction agreement may file
            a new salary reduction agreement with an effective date: (Choose
            (i), (ii), (iii) or (iv))

      | |   (i) No earlier than the first day of the next Plan Year.

      | |   (ii) As of any subsequent Plan Entry Date.

      | |   (iii) As of the first day of any month subsequent to the month in
            which he revoked an Agreement.

      |X|   (iv) (Specify, but must be at least once per Plan Year following the
            Plan Year of revocation) as of the beginning of each payroll period.

            (4) A Participant may increase or may decrease, on a prospective
            basis, his salary reduction percentage or dollar amount: (Choose
            (i), (ii), (iii) or (iv))

      |X|   (i) As of the beginning of each payroll period.

      | |   (ii) As of the first day of each month.

      | |   (iii) As of any Plan Entry Date.

      | |   (iv) (Specify, but must permit an increase or a decrease at least
            once per Plan Year) __________________________________________.

| |   (l) CASH OR DEFERRED CONTRIBUTIONS. For each Plan Year for which the
      Employer makes a designated cash or deferred contribution, a Participant
      may elect to receive directly in cash not more than the following portion
      (or, if less, the 402(g) limitation described in Section 14.07 of the
      Plan) of his proportionate share of that cash or deferred contribution:
      (Choose (1) or (2))

      | |   (1) All or any portion.

      | |   (2) ___________________________________________________%.

      3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions in accordance with Section 14.06 and
the elections under this Adoption Agreement Section 3.04.

PART I. [OPTIONS (A) THROUGH (D)]. SPECIAL ACCOUNTING ELECTIONS. (Choose
whichever elections are applicable to the Employer's Plan)

|X|   (a) MATCHING CONTRIBUTIONS ACCOUNT. The Advisory Committee will allocate
      matching contributions to a Participant's: (Choose (1) or (2); (3) is
      available only in addition to (1))

      |X|   (1) Regular Matching Contributions Account.

      | |   (2) Qualified Matching Contributions Account.

      | |   (3) Except, matching contributions under Option(s) __________ of
            Adoption Agreement Section 3.01 are allocable to the Qualified
            Matching Contributions Account.


                                       13
<PAGE>
|X|   (b) SPECIAL ALLOCATION DATES FOR SALARY REDUCTION CONTRIBUTIONS. The
      Advisory Committee will allocate salary reduction contributions as of the
      Accounting Date and as of the following additional allocation dates: any
      business day the United States financial markets are open and conducting
      business.

|X|   (c) SPECIAL ALLOCATION DATES FOR MATCHING CONTRIBUTIONS. The Advisory
      Committee will allocate matching contributions as of the Accounting Date
      and as of the following additional allocation dates: any business day the
      United States financial markets are open and conducting business.

|X|   (d) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS - DEFINITION OF
      PARTICIPANT. For purposes of allocating the designated qualified
      nonelective contribution, "Participant" means: (Choose (1), (2) or (3))

      | |   (1) All Participants.

      |X|   (2) Participants who are Nonhighly Compensated Employees for the
            Plan Year.

      | |   (3) (Specify) __________________________________________.

PART II. METHOD OF ALLOCATION - NONELECTIVE CONTRIBUTION. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit each annual nonelective contribution (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the allocation method selected under this Section 3.04. If the
Employer elects Option (e)(2), Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include any
exclusions elected under Adoption Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take into
account the Participant's Compensation for the entire Plan Year. (Choose an
allocation method under (e), (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.)

| |   (e) NONINTEGRATED ALLOCATION FORMULA. (Choose (1) or (2))

      | |   (1) The Advisory Committee will allocate the annual nonelective
            contributions in the same ratio that each Participant's Compensation
            for the Plan Year bears to the total Compensation of all
            Participants for the Plan Year.

      | |   (2) The Advisory Committee will allocate the annual nonelective
            contributions in the same ratio that each Participant's Compensation
            for the Plan Year bears to the total Compensation of all
            Participants for the Plan Year. For purposes of this Option (2),
            "Participant" means, in addition to a Participant who satisfies the
            requirements of Section 3.06 for the Plan Year, any other
            Participant entitled to a top heavy minimum allocation under Section
            3.04(B), but such Participant's allocation will not exceed 3% of his
            Compensation for the Plan Year.

| | (f) TWO-TIERED INTEGRATED ALLOCATION FORMULA - MAXIMUM DISPARITY. First, the
Advisory Committee will allocate the annual Employer nonelective contributions
in the same ratio that each Participant's Compensation plus Excess Compensation
for the Plan Year bears to the total Compensation plus Excess Compensation of
all Participants for the Plan Year. The allocation under this paragraph, as a
percentage of each Participant's Compensation plus Excess Compensation, must not
exceed the applicable percentage (2430 %, 5.4% or 4.3%) listed under the Maximum
Disparity Table following Option (i).

      The Advisory Committee then will allocate any remaining nonelective
      contributions in the same ratio that each Participant's Compensation for
      the Plan Year bears to the total Compensation of all Participants for the
      Plan Year.


                                       14
<PAGE>
| |   (g) THREE-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
      Committee will allocate the annual Employer nonelective contributions in
      the same ratio that each Participant's Compensation for the Plan Year
      bears to the total Compensation of all Participants for the Plan Year. The
      allocation under this paragraph, as a percentage of each Participant's
      Compensation may not exceed the applicable percentage (5.7%, 5.4% or 4.3%)
      listed under the Maximum Disparity Table following Option (i). Solely for
      purposes of the allocation in this first paragraph, "Participant" means,
      in addition to a Participant who satisfies the requirements of Section
      3.06 for the Plan Year: (Choose (1) or (2))

      | |   (1) No other Participant.

      | |   (2) Any other Participant entitled to a top heavy minimum allocation
            under Section 3.04(B), but such Participant's allocation under this
            Option (g) will not exceed 3% of his Compensation for the Plan Year.

      As a second tier allocation, the Advisory Committee will allocate the
      nonelective contributions in the same ratio that each Participant's Excess
      Compensation for the Plan Year bears to the total Excess Compensation of
      all Participants for the Plan Year. The allocation under this paragraph,
      as a percentage of each Participant's Excess Compensation, may not exceed
      the allocation percentage in the first paragraph.

      Finally, the Advisory Committee will allocate any remaining nonelective
      contributions in the same ratio that each Participant's Compensation for
      the Plan Year bears to the total Compensation of all Participants for the
      Plan Year.

| |   (h) FOUR-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
      Committee will allocate the annual Employer nonelective contributions in
      the same ratio that each Participant's Compensation for the Plan Year
      bears to the total Compensation of all Participants for the Plan Year, but
      not exceeding 3% of each Participant's Compensation. Solely for purposes
      of this first tier allocation, a "Participant" means, in addition to any
      Participant who satisfies the requirements of Section 3.06 for the Plan
      Year, any other Participant entitled to a top heavy minimum allocation
      under Section 3.04(B) of the Plan.

      As a second tier allocation, the Advisory Committee will allocate the
      nonelective contributions in the same ratio that each Participant's Excess
      Compensation for the Plan Year bears to the total Excess Compensation of
      all Participants for the Plan Year, but not exceeding 3% of each
      Participant's Excess Compensation.

      As a third tier allocation, the Advisory Committee will allocate the
      annual Employer contributions in the same ratio that each Participant's
      Compensation plus Excess Compensation for the Plan Year bears to the total
      Compensation plus Excess Compensation of all Participants for the Plan
      Year. The allocation under this paragraph, as a percentage of each
      Participant's Compensation plus Excess Compensation, must not exceed the
      applicable percentage (2.7%, 2.4% or 1.3%) listed under the Maximum
      Disparity Table following Option (i).

      The Advisory Committee then will allocate any remaining nonelective
      contributions in the same ratio that each Participant's Compensation for
      the Plan Year bears to the total Compensation of all Participants for the
      Plan Year.


                                       15
<PAGE>
| |   (i) EXCESS COMPENSATION. For purposes of Option (f), (g) or (h), "Excess
      Compensation" means Compensation in excess of the following Integration
      Level: (Choose (1) or (2))

      | |   (1) ___________% (not exceeding 100%) of the taxable wage base, as
            determined under Section 230 of the Social Security Act, in effect
            on the first day of the Plan Year: (Choose any combination of (i)
            and (ii) or choose (iii))

            | |   (i) Rounded to ____________ (but not exceeding the taxable
                  wage base).

            | |   (ii) But not greater than $__________________________________.

            | |   (iii) Without any further adjustment or limitation.

      | |   (2) $_______________________________________ [Note: Not exceeding
            the taxable wage base for the Plan Year in which this Adoption
            Agreement first is effective.]

MAXIMUM DISPARITY TABLE. For purposes of Options (f), (g) and (h), the
applicable percentage is:

<TABLE>
<CAPTION>
       Integration Level (as        Applicable Percentages for    Applicable Percentages
percentage of taxable wage base)     Option (f) or Option (g)         for Option (h)
- --------------------------------    --------------------------    ----------------------
<S>                                 <C>                           <C>
100%                                           5.7%                      2.7%

More than 80% but less than 100%               5.4%                      2.4%

More than 20% (but not less than
$10,001) and not more than 80%                 4.3%                      1.3%

20% (or $10,000, if greater) or
less                                           5.7%                      2.7%
</TABLE>

| |   (j) ALLOCATION OFFSET. The Advisory Committee will reduce a Participant's
      allocation otherwise made under Part II of this Section 3.04 by the
      Participant's allocation under the following qualified plan(s) maintained
      by the Employer: _________________________________________________.

      The Advisory Committee will determine this allocation reduction: (Choose
      (1) or (2))

      | |   (1) By treating the term "nonelective contribution" as including all
            amounts paid or accrued by the Employer during the Plan Year to the
            qualified plan(s) referenced under this Option (j). If a Participant
            under this Plan also participates in that other plan, the Advisory
            Committee will treat the amount the Employer contributes for or
            during a Plan Year on behalf of a particular Participant under such
            other plan as an amount allocated under this Plan to that
            Participant's Account for that Plan Year. The Advisory Committee
            will make the computation of allocation required under the
            immediately preceding sentence before making any allocation of
            nonelective contributions under this Section 3.04.

      | |   (2) In accordance with the formula provided in an addendum to this
            Adoption Agreement, numbered 3.04(j).


                                       16
<PAGE>
TOP HEAVY MINIMUM ALLOCATION - METHOD OF COMPLIANCE. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (Choose (k) or (l))

|X|   (k) The Employer will make any necessary additional contribution to the
      Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

| |   (l) The Employer will satisfy the top heavy minimum allocation under the
      following plan(s) it maintains: _______________. However, the Employer
      will make any necessary additional contribution to satisfy the top heavy
      minimum allocation for an Employee covered only under this Plan and not
      under the other plan(s) designated in this Option (l). See Section
      3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code Section 416.

RELATED EMPLOYERS. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the Advisory Committee must allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each Participant in the Plan, in accordance with the elections in this
Adoption Agreement Section 3.04: (Choose (m) or (n))

|X|   (m) Without regard to which contributing related group member employs the
      Participant.

| |   (n) Only to the Participants directly employed by the contributing
      Employer. If a Participant receives Compensation from more than one
      contributing Employer, the Advisory Committee will determine the
      allocations under this Adoption Agreement Section 3.04 by prorating among
      the participating Employers the Participant's Compensation and, if
      applicable, the Participant's Integration Level under Option (i).

      3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required
under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant
forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))

| |   (a) As an Employer nonelective contribution for the Plan Year in which the
      forfeiture occurs, as if the Participant forfeiture were an additional
      nonelective contribution for that Plan Year.

|X|   (b) To reduce the Employer matching contributions and nonelective
      contributions for the Plan Year: (Choose (1) or (2))

      |X|   (1) in which the forfeiture occurs.

      | |   (2) immediately following the Plan Year in which the forfeiture
            occurs.

| |   (c) To the extent attributable to matching contributions: (Choose (1), (2)
      or (3))

      | |   (1) In the manner elected under Options (a) or (b).

      | |   (2) First to reduce Employer matching contributions for the Plan
            Year: (Choose (i) or (ii))

            | |   (i) in which the forfeiture occurs,

            | |   (ii) immediately following the Plan Year in which the
                  forfeiture occurs, then as elected in Options (a) or (b).


                                       17
<PAGE>
      | |   (3) As a discretionary matching contribution for the Plan Year in
            which the forfeiture occurs, in lieu of the manner elected under
            Options (a) or (b).

| |   (d) First to reduce the Plan's ordinary and necessary administrative
      expenses for the Plan Year and then will allocate any remaining
      forfeitures in the manner described in Options (a), (b) or (c), whichever
      applies. If the Employer elects Option (c), the forfeitures used to reduce
      Plan expenses: (Choose (1) or (2))

      | |   (1) relate proportionately to forfeitures described in Option (c)
            and to forfeitures described in Options (a) or (b).

      | |   (2) relate first to forfeitures described in Option ________.

ALLOCATION OF FORFEITED EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee
will allocate any forfeited excess aggregate contributions (as described in
Section 14.09): (Choose (e), (f) or (g))

|X|   (e) To reduce Employer matching contributions for the Plan Year: (Choose
      (1) or (2))

      |X|   (1) in which the forfeiture occurs.

      | |   (2) immediately following the Plan Year in which the forfeiture
            occurs.

| |   (f) As Employer discretionary matching contributions for the Plan Year in
      which forfeited, except the Advisory Committee will not allocate these
      forfeitures to the Highly Compensated Employees who incurred the
      forfeitures.

| |   (g) In accordance with Options (a) through (d), whichever applies, except
      the Advisory Committee will not allocate these forfeitures under Option
      (a) or under Option (c)(3) to the Highly Compensated Employees who
      incurred the forfeitures.

      3.06 ACCRUAL OF BENEFIT.

COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
or nonelective contribution by taking into account: (Choose (a) or (b))

|X|   (a) The Employee's Compensation for the entire Plan Year.

| |   (b) The Employee's Compensation for the portion of the Plan Year in which
      the Employee actually is a Participant in the Plan.

ACCRUAL REQUIREMENTS. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if any,
for the Plan Year, a Participant must satisfy the conditions described in the
following elections: (Choose (c) or at least one of (d) through (f))

| |   (c) SAFE HARBOR RULE. If the Participant is employed by the Employer on
      the last day of the Plan Year, the Participant must complete at least one
      Hour of Service for that Plan Year. If the Participant is not employed by
      the Employer on the last day of the Plan Year, the Participant must
      complete at least 501 Hours of Service during the Plan Year.


                                       18
<PAGE>
| |   (d) HOURS OF SERVICE CONDITION. The Participant must complete the
      following minimum number of Hours of Service during the Plan Year: (Choose
      at least one of (1) through (5))

      | |   (1) 1,000 Hours of Service.

      | |   (2) (Specify, but the number of Hours of Service may not exceed
            1,000) ___________________________________.

      | |   (3) No Hour of Service requirement if the Participant terminates
            employment during the Plan Year on account of: (Choose (i), (ii) or
            (iii))

            | |   (i) Death.

            | |   (ii) Disability.

            | |   (iii) Attainment of Normal Retirement Age in the current Plan
                  Year or in a prior Plan Year.

      | |   (4) ____________ Hours of Service (not exceeding 1,000) if the
            Participant terminates employment with the Employer during the Plan
            Year, subject to any election in Option (3).

      | |   (5) No Hour of Service requirement for an allocation of the
            following contributions: _______.

| |   (e) EMPLOYMENT CONDITION. The Participant must be employed by the Employer
      on the last day of the Plan Year, irrespective of whether he satisfies any
      Hours of Service condition under Option (d), with the following
      exceptions: (Choose (1) or at least one of (2) through (5))

      | |   (1) No exceptions.

      | |   (2) Termination of employment because of death.

      | |   (3) Termination of employment because of disability.

      | |   (4) Termination of employment following attainment of Normal
            Retirement Age.

      | |   (5) No employment condition for the following contributions:
            _________________.

|X|   (f) (Specify other conditions, if applicable): no requirements other than
      making salary deferral contributions in order to receive an allocation of
      employer matching contributions.

SUSPENSION OF ACCRUAL REQUIREMENTS. The suspension of accrual requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

|X|   (g) Applies to the Employer's Plan.

| |   (h) Does not apply to the Employer's Plan.

| |   (i) Applies in modified form to the Employer's Plan, as described in an
      addendum to this Adoption Agreement, numbered Section 3.06(E).


                                       19
<PAGE>
SPECIAL ACCRUAL REQUIREMENTS FOR MATCHING CONTRIBUTIONS. If the Plan allocates
matching contributions on two or more allocation dates for a Plan Year, the
Advisory Committee, unless otherwise specified in Option (l), will apply any
Hours of Service condition by dividing the required Hours of Service on a
prorata basis to the allocation periods included in that Plan Year. Furthermore,
a Participant who satisfies the conditions described in this Adoption Agreement
Section 3.06 will receive an allocation of matching contributions (and
forfeitures treated as matching contributions) only if the Participant satisfies
the following additional condition(s): (Choose (j) or at least one of (k) or
(l))

|X|   (j) No additional conditions.

| |   (k) The Participant is not a Highly Compensated Employee for the Plan
      Year. This Option (k) applies to: (Choose (1) or (2))

      | |   (1) All matching contributions.

      | |   (2) Matching contributions described in Option(s) _____ of Adoption
            Agreement Section 3.01.

| |   (l) (Specify) __________________________________________.

      3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15
apply, the Excess Amount attributed to this Plan equals: (Choose (a), (b) or
(c))

| |   (a) The product of:

            (i) the total Excess Amount allocated as of such date (including any
            amount which the Advisory Committee would have allocated but for the
            limitations of Code Section 415), times

            (ii) the ratio of (1) the amount allocated to the Participant as of
            such date under this Plan divided by (2) the total amount allocated
            as of such date under all qualified defined contribution plans
            (determined without regard to the limitations of Code Section 415).

|X|   (b) The total Excess Amount.

| |   (c) None of the Excess Amount.

      3.18 DEFINED BENEFIT PLAN LIMITATION.

APPLICATION OF LIMITATION. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

|X|   (a) Does not apply to the Employer's Plan because the Employer does not
      maintain and never has maintained a defined benefit plan covering any
      Participant in this Plan.

| |   (b) Applies to the Employer's Plan. To the extent necessary to satisfy the
      limitation under Section 3.18, the Employer will reduce: (Choose (1) or
      (2))

      | |   (1) The Participant's projected annual benefit under the defined
            benefit plan under which the Participant participates.

      | |   (2) Its contribution or allocation on behalf of the Participant to
            the defined contribution plan under which the Participant
            participates and then, if necessary, the Participant's projected
            annual benefit under the defined benefit plan under which the
            Participant participates.


                                       20
<PAGE>
[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

COORDINATION WITH TOP HEAVY MINIMUM ALLOCATION. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: (Choose (c) or at least one of (d) or (e))

| |   (c) No modifications.

| |   (d) For Non-Key Employees participating only in this Plan, the top heavy
      minimum allocation is the minimum allocation described in Section 3.04(B)
      determined by substituting ______% (not less than 4%) for "3%," except:
      (Choose (i) or (ii))

            | |   (i) No exceptions.

            | |   (ii) Plan Years in which the top heavy ratio exceeds 90%.

| |   (e) For Non-Key Employees also participating in the defined benefit plan,
      the top heavy minimum is: (Choose (1) or (2))

      | |   (1) 5% of Compensation (as determined under Section 3.04(B) or the
            Plan) irrespective of the contribution rate of any Key Employee,
            except: (Choose (i) or (ii))

            | |   (i) No exceptions.

            | |   (ii) Substituting "7 1/2%" for "5%" if the top heavy ratio
                  does not exceed 90%.

      | |   (2) 0%. [Note: The Employer may not select this Option (2) unless
            the defined benefit plan satisfies the top heavy minimum benefit
            requirements of Code Section 416 for these Non-Key Employees.]

ACTUARIAL ASSUMPTIONS FOR TOP HEAVY CALCULATION. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan:
__________________________________________.

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code Section
416, the Employer must provide the appropriate provisions in an addendum to this
Adoption Agreement.

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

      4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose (a) or
(b); (c) is available only with (b))

|X|   (a) Does not permit Participant nondeductible contributions.

| |   (b) Permits Participant nondeductible contributions, pursuant to Section
      14.04 of the Plan.

| |   (c) The following portion of the Participant's nondeductible contributions
      for the Plan Year are mandatory contributions under Option (i)(3) of
      Adoption Agreement Section 3.01: (Choose (1) or (2))

      | |   (1) The amount which is not less than: ___________________________.


                                       21
<PAGE>
      | |   (2) The amount which is not greater than: _________________________.

ALLOCATION DATES. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates: (Choose (d) or (e))

| |   (d) No other allocation dates.

| |   (e) (Specify) __________________________________________.

As of an allocation date, the Advisory Committee will credit all nondeductible
contributions made for the relevant allocation period. Unless otherwise
specified in (e), a nondeductible contribution relates to an allocation period
only if actually made to the Trust no later than 30 days after that allocation
period ends.

      4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Mandatory Contributions Account, if any, prior to his Separation
from Service: (Choose (a) or at least one of (b) through (d))

| |   (a) No distribution options prior to Separation from Service.

| |   (b) The same distribution options applicable to the Deferral Contributions
      Account prior to the Participant's Separation from Service, as elected in
      Adoption Agreement Section 6.03.

| |   (c) Until he retires, the Participant has a continuing election to receive
      all or any portion of his Mandatory Contributions Account if: (Choose (1)
      or at least one of (2) through (4))

      | |   (1) No conditions.

      | |   (2) The mandatory contributions have accumulated for at least _____
            Plan Years since the Plan Year for which contributed.

      | |   (3) The Participant suspends making nondeductible contributions for
            a period of _____ months.

      | |   (4) (Specify) __________________________________________.

|X|   (d) (Specify) See Addendum 4.05 regarding rollover and voluntary
      contributions.

                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

      5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: (Choose
(a) or (b))

|X|   (a) 55 [State age, but may not exceed age 65].

| |   (b) The later of the date the Participant attains _____ years of age or
      the _____ anniversary of the first day of the Plan Year in which the
      Participant commenced participation in the Plan. [The age selected may not
      exceed age 65 and the anniversary selected may not exceed the 5th.]

      5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

| |   (a) Does not apply.


                                       22
<PAGE>
|X|   (b) Applies to death.

|X|   (c) Applies to disability.

      5.03 VESTING SCHEDULE. Also see Addendum 5.03.

DEFERRAL CONTRIBUTIONS ACCOUNT/QUALIFIED MATCHING CONTRIBUTIONS
ACCOUNT/QUALIFIED NONELECTIVE CONTRIBUTIONS ACCOUNT/MANDATORY CONTRIBUTIONS
ACCOUNT. A Participant has a 100% Nonforfeitable interest at all times in his
Deferral Contributions Account, his Qualified Matching Contributions Account,
his Qualified Nonelective Contributions Account and in his Mandatory
Contributions Account.

REGULAR MATCHING CONTRIBUTIONS ACCOUNT/EMPLOYER CONTRIBUTIONS ACCOUNT. With
respect to a Participant's Regular Matching Contributions Account and Employer
Contributions Account, the Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

| |   (a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The
      Employer must elect Option (a) if the eligibility conditions under
      Adoption Agreement Section 2.01(c) require 2 years of service or more than
      12 months of employment.]

|X|   (b) Graduated Vesting Schedules.

                               TOP HEAVY SCHEDULE
                                   (MANDATORY)

<TABLE>
<CAPTION>
Years of                                                          Nonforfeitable
Service                                                               Percentage
- -------                                                               ----------
<S>                                                               <C>
Less than 1 ....................................................              0%
          1 ....................................................              0%
          2 ....................................................             20%
          3 ....................................................             40%
          4 ....................................................          66.66%
          5 ....................................................            100%
          6 or more ............................................            100%
</TABLE>

                             NON TOP HEAVY SCHEDULE
                                   (OPTIONAL)

<TABLE>
<CAPTION>
Years of                                                          Nonforfeitable
Service                                                               Percentage
- -------                                                               ----------
<S>                                                               <C>
Less than 1 ....................................................              0%
          1 ....................................................             10%
          2 ....................................................             20%
          3 ....................................................             40%
          4 ....................................................             60%
          5 ....................................................             80%
          6 ....................................................            100%
          7 or more ............................................            100%
</TABLE>


                                       23
<PAGE>
| |   (c) Special vesting election for Regular Matching Contributions Account.
      In lieu of the election under Options (a) or (b), the Employer elects the
      following vesting schedule for a Participant's Regular Matching
      Contributions Account: (Choose (1) or (2))

      | |   (1) 100% Nonforfeitable at all times.

      | |   (2) In accordance with the vesting schedule described in the
            addendum to this Adoption Agreement, numbered 5.03(c). [Note: If the
            Employer elects this Option (c)(2), the addendum must designate the
            applicable vesting schedule(s) using the same format as used in
            Option (b).]

[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Code Section 416. The Employer, at its option, may
complete a Non Top Heavy Schedule. The Non Top Heavy Schedule must satisfy Code
Section 411(a)(2). Also see Section 7.05 of the Plan.]

| |   (d) The Top Heavy Schedule under Option (b) (and, if applicable, under
      Option (c)(2)) applies: (Choose (1) or (2))

      | |   (1) Only in a Plan Year for which the Plan is top heavy.

      | |   (2) In the Plan Year for which the Plan first is top heavy and then
            in all subsequent Plan Years. [Note: The Employer may not elect
            Option (d) unless it has completed a Non Top Heavy Schedule.]

MINIMUM VESTING. (Choose (e) or (f))

|X|   (e) The Plan does not apply a minimum vesting rule.

| |   (f) A Participant's Nonforfeitable Accrued Benefit will never be less than
      the lesser of $__________ or his entire Accrued Benefit, even if the
      application of a graduated vesting schedule under Options (b) or (c) would
      result in a smaller Nonforfeitable Accrued Benefit.

LIFE INSURANCE INVESTMENTS. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (Choose (g) or
(h))

|X|   (g) Subject to the vesting election under Options (a), (b) or (c).

| |   (h) 100% Nonforfeitable at all times, irrespective of the vesting election
      under Options (b) or (c)(2).

      5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/ RESTORATION
OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section
5.04(C) of the Plan: (Choose (a) or (b))

| |   (a) Does not apply.

|X|   (b) Will apply to determine the timing of forfeitures for 0% vested
      Participants. A Participant is not a 0% vested Participant if he has a
      Deferral Contributions Account.


                                       24
<PAGE>
      5.06 YEAR OF SERVICE - VESTING. NOT APPLICABLE. SEE ADDENDUM 5.06

VESTING COMPUTATION PERIOD. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))

| |   (a) Plan Years.

| |   (b) Employment Years. An Employment Year is the 12 consecutive month
      period measured from the Employee's Employment Commencement Date and each
      successive 12 consecutive month period measured from each anniversary of
      that Employment Commencement Date.

HOURS OF SERVICE. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

| |   (c) 1,000 Hours of Service.

| |   (d) _______ Hours of Service. [Note: The Hours of Service requirement may
      not exceed 1,000.]

      5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b)
through (e))

|X|   (a) None other than as specified in Section 5.08(a) of the Plan.

| |   (b) Any Year of Service before the Participant attained the age of _____.
      Note: The age selected may not exceed age 18.]

| |   (c) Any Year of Service during the period the Employer did not maintain
      this Plan or a predecessor plan.

| |   (d) Any Year of Service before a Break in Service if the number of
      consecutive Breaks in Service equals or exceeds the greater of 5 or the
      aggregate number of the Years of Service prior to the Break. This
      exception applies only if the Participant is 0% vested in his Accrued
      Benefit derived from Employer contributions at the time he has a Break in
      Service. Furthermore, the aggregate number of Years of Service before a
      Break in Service do not include any Years of Service not required to be
      taken into account under this exception by reason of any prior Break in
      Service.

| |   (e) Any Year of Service earned prior to the effective date of ERISA if the
      Plan would have disregarded that Year of Service on account of an
      Employee's Separation from Service under a Plan provision in effect and
      adopted before January 1, 1974.

                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENTS OF BENEFITS

CODE Section 411(d)(6) PROTECTED BENEFITS. The elections under this Article VI
may not eliminate Code Section 411(d)(6) protected benefits. To the extent the
elections would eliminate a Code Section 411(d)(6) protected benefit, see
Section 13.02 of the Plan. Furthermore, if the elections liberalize the optional
forms of benefit under the Plan, the more liberal options apply on the later of
the adoption date or the Effective Date of this Adoption Agreement.

      6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

DISTRIBUTION DATE. A distribution date under the Plan means any day of the Plan
Year. [Note: The Employer must specify the appropriate date(s). The specified
distribution dates primarily establish annuity starting dates and the notice and
consent periods prescribed by the Plan. The Plan allows the Trustee an
administratively practicable period of time to make the actual distribution
relating to a particular distribution date.]


                                      25
<PAGE>
NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c),
(d) or (e))

| |   (a) _____ of the __________ Plan Year beginning after the Participant's
      Separation from Service.

|X|   (b) the earliest administratively feasible distribution date following the
      Participant's Separation from Service.

| |   (c) _____ of the Plan Year after the Participant incurs _____ Break(s) in
      Service (as defined in Article V).

| |   (d) ________________________ following the Participant's attainment of
      Normal Retirement Age, but not earlier than ____________ days following
      his Separation from Service.

| |   (e) (Specify) __________________________________________.

NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. See the elections under Section
6.03.

DISABILITY. The distribution date, subject to Section 6.01(A)(3), is: (Choose
(f), (g) or (h))

| |   (f) ____________________________ after the Participant terminates
      employment because of disability.

|X|   (g) The same as if the Participant had terminated employment without
      disability.

| |   (h) (Specify) __________________________________________.

HARDSHIP. (Choose (i) or (j))

|X|   (i) The Plan does not permit a hardship distribution to a Participant who
      has separated from Service.

| |   (j) The Plan permits a hardship distribution to a Participant who has
      separated from Service in accordance with the hardship distribution policy
      stated in: (Choose (1), (2) or (3))

      | |   (1) Section 6.01(A)(4) of the Plan.

      | |   (2) Section 14.11 of the Plan.

      | |   (3) The addendum to this Adoption Agreement, numbered Section 6.01.

DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

|X|   (k) Treats the default as a distributable event. The Trustee, at the time
      of the default, will reduce the Participant's Nonforfeitable Accrued
      Benefit by the lesser of the amount in default (plus accrued interest) or
      the Plan's security interest in that Nonforfeitable Accrued Benefit. To
      the extent the loan is attributable to the Participant's Deferral
      Contributions Account, Qualified Matching Contributions Account or
      Qualified Nonelective Contributions Account, the Trustee will not reduce
      the Participant's Nonforfeitable Accrued Benefit unless the Participant
      has separated from Service or unless the Participant has attained age 59
      1/2.


                                      26
<PAGE>
| |   (l) Does not treat the default as a distributable event. When an otherwise
      distributable event first occurs pursuant to Section 6.01 or Section 6.03
      of the Plan, the Trustee will reduce the Participant's Nonforfeitable
      Accrued Benefit by the lesser of the amount in default (plus accrued
      interest) or the Plan's security interest in that Nonforfeitable Accrued
      Benefit.

| |   (m) (Specify) __________________________________________.

      6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications: (Choose (a) or
at least one of (b), (c), (d) and (e))

|X|   (a) No modifications.

| |   (b) Except as required under Section 6.01 of the Plan, a lump sum
      distribution is not available: __________.

| |   (c) An installment distribution: (Choose (1) or at least one of (2) or
      (3))

      | |   (1) Is not available under the Plan.

      | |   (2) May not exceed the lesser of __________ years or the maximum
            period permitted under Section 6.02.

      | |   (3) (Specify) __________________________________________.

| |   (d) The Plan permits the following annuity options: _____________________.

      Any Participant who elects a life annuity option is subject to the
      requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See
      Section 6.04(E). [Note: The Employer may specify additional annuity
      options in an addendum to this Adoption Agreement, numbered 6.02(d).]

| |   (e) If the Plan invests in qualifying Employer securities, as described in
      Section 10.03(F), a Participant eligible to elect distribution under
      Section 6.03 may elect to receive that distribution in Employer securities
      only in accordance with the provisions of the addendum to this Adoption
      Agreement, numbered 6.02(e).

      6.03 BENEFIT PAYMENT ELECTIONS.

PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (Choose at least
one of (a) through (c))

| |   (a) As of any distribution date, but not earlier than ___________________
      of the _______________ Plan Year beginning after the Participant's
      Separation from Service.

|X|   (b) As of the following date(s): (Choose at least one of Options (1)
      through (6))

      | |   (1) Any distribution date after the close of the Plan Year in which
            the Participant attains Normal Retirement Age.

      |X|   (2) Any distribution date following his Separation from Service with
            the Employer.

      | |   (3) Any distribution date in the _________________ Plan Year(s)
            beginning after his Separation from Service.


                                      27
<PAGE>
      | |   (4) Any distribution date in the Plan Year after the Participant
            incurs ___________________ Break(s) in Service (as defined in
            Article V).

      | |   (5) Any distribution date following attainment of age _______ and
            completion of at least ________ Years of Service (as defined in
            Article V).

      | |   (6) (Specify) __________________________________________.

| |   (c) (Specify) __________________________________________.

      The distribution events described in the election(s) made under Options
      (a), (b) or (c) apply equally to all Accounts maintained for the
      Participant unless otherwise specified in Option (c).

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - REGULAR MATCHING
CONTRIBUTIONS ACCOUNT AND EMPLOYER CONTRIBUTIONS ACCOUNT. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service: (Choose (d) or at least one of (e)
through (h))

| |   (d) No distribution options prior to Separation from Service.

| |   (e) Attainment of Specified Age. Until he retires, the Participant has a
      continuing election to receive all or any portion of his Nonforfeitable
      interest in these Accounts after he attains: (Choose (1) or (2))

      | |   (1) Normal Retirement Age.

      | |   (2) ___________ years of age and is at least ______% vested in these
            Accounts. [Note: If the percentage is less than 100%, see the
            special vesting formula in Section 5.03.]

| |   (f) After a Participant has participated in the Plan for a period of not
      less than _______ years and he is 100% vested in these Accounts, until he
      retires, the Participant has a continuing election to receive all or any
      portion of the Accounts. [Note: The number in the blank space may not be
      less than 5.]

|X|   (g) Hardship. A Participant may elect a hardship distribution prior to his
      Separation from Service in accordance with the hardship distribution
      policy: (Choose (1), (2) or (3); (4) is available only as an additional
      option)

      | |   (1) Under Section 6.01(A)(4) of the Plan.

      |X|   (2) Under Section 14.11 of the Plan.

      | |   (3) Provided in the addendum to this Adoption Agreement, numbered
            Section 6.03.

      | |   (4) In no event may a Participant receive a hardship distribution
            before he is at least _____% vested in these Accounts. [Note: If the
            percentage in the blank is less than 100%, see the special vesting
            formula in Section 5.03.]

| |   (h) (Specify) __________________________________________.

[Note: The Employer may use an addendum, numbered 6.03, to provide additional
language authorized by Options (b)(6), (c), (g)(3) or (h) of this Adoption
Agreement Section 6.03.]


                                      28
<PAGE>
PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - DEFERRAL CONTRIBUTIONS
ACCOUNT, QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT AND QUALIFIED NONELECTIVE
CONTRIBUTIONS ACCOUNT. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (Choose (i) or at least one of (j)
through (l))

| |   (i) No distribution options prior to Separation from Service.

| |   (j) Until he retires, the Participant has a continuing election to receive
      all or any portion of these Accounts after he attains: (Choose (1) or (2))

      | |   (1) The later of Normal Retirement Age or age 59 1/2.

      | |   (2) Age ______ (at least 59 1/2).

|X|   (k) Hardship. A Participant, prior to this Separation from Service, may
      elect a hardship distribution from his Deferral Contributions Account in
      accordance with the hardship distribution policy under Section 14.11 of
      the Plan.

| |   (l) (Specify) _______________. [Note: Option (l) may not permit in service
      distributions prior to age 59 1/2 (other than hardship) and may not modify
      the hardship policy described in Section 14.11.]

SALE OF TRADE OR BUSINESS/SUBSIDIARY. If the Employer sells substantially all of
the assets (within the meaning of Code Section 409(d)(2)) used in a trade or
business or sells a subsidiary (within the meaning of Code Section 409(d)(3)), a
Participant who continues employment with the acquiring corporation is eligible
for distribution from his Deferral Contributions Account, Qualified Matching
Contributions Account and Qualified Nonelective Contributions Account: (Choose
(m) or (n))

| |   (m) Only as described in this Adoption Agreement Section 6.03 for
      distributions prior to Separation from Service.

|X|   (n) As if he has a Separation from Service. After March 31, 1988, a
      distribution authorized solely by reason of this Option (n) must
      constitute a lump sum distribution, determined in a manner consistent with
      Code Section 401(k)(10) and the applicable Treasury regulations.

      6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
annuity distribution requirements of Section 6.04: (Choose (a) or (b))

|X|   (a) Apply only to a Participant described in Section 6.04(E) of the Plan
      (relating to the profit sharing exception to the joint and survivor
      requirements).

| |   (b) Apply to all Participants.

                                   ARTICLE IX
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

            9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution
(other than a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a), (b) or (c))

|X|   (a) 0% per annum. [Note: The percentage may equal 0%.]


                                      29
<PAGE>
| |   (b) The 90 day Treasury bill rate in effect at the beginning of the
      current valuation period.

| |   (c) (Specify) __________________________________________.

      9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to
Section 14.12, to determine the allocation of net income, gain or loss:
(Complete only those items, if any, which are applicable to the Employer's Plan)

|X|   (a) For salary reduction contributions, the Advisory Committee will:
      (Choose (1), (2), (3), (4) or (5))

      |X|   (1) Apply Section 9.11 without modification.

      | |   (2) Use the segregated account approach described in Section 14.12.

      | |   (3) Use the weighted average method described in Section 14.12,
            based on a ____________________ weighting period.

      | |   (4) Treat as part of the relevant Account at the beginning of the
            valuation period _____% of the salary reduction contributions:
            (Choose (i) or (ii))

            | |   (i) made during that valuation period.

            | |   (ii) made by the following specified time: _________________.

      | |   (5) Apply the allocation method described in the addendum to this
            Adoption Agreement numbered 9.11(a).

|X|   (b) For matching contributions, the Advisory Committee will: (Choose (1),
      (2), (3) or (4))

      |X|   (1) Apply Section 9.11 without modification.

      | |   (2) Use the weighted average method , based on a _______________
            weighting period.

      | |   (3) Treat as part of the relevant Account at the beginning of the
            valuation period _____% of the matching contributions allocated
            during the valuation period.

      | |   (4) Apply the allocation method described in the addendum to this
            Adoption Agreement numbered 9.11(b).

| |   (c) For Participant nondeductible contributions, the Advisory Committee
      will: (Choose (1), (2), (3), (4) or (5))

      | |   (1) Apply Section 9.11 without modification.

      | |   (2) Use the segregated account approach described in Section 14.12.

      | |   (3) Use the weighted average method based on a ___________________
            weighting period.


                                      30
<PAGE>
      | |   (4) Treat as part of the relevant Account at the beginning of the
            valuation period _____% of the Participant nondeductible
            contributions: (Choose (i) or (ii))

            | |   (i) made during that valuation period.

            | |   (ii) made by the following specified time: _________________.

      | |   (5) Apply the allocation method described in the addendum to this
            Adoption Agreement numbered 9.11(c).

                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

      10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the
aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (Choose (a) or (b))

| |   (a) May not exceed 10% of Plan assets.

|X|   (b) May not exceed 100% of Plan assets. [Note: The percentage may not
      exceed 100%.]

      10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee
must value the Trust Fund on the following valuation date(s): (Choose (a) or
(b))

| |   (a) No other mandatory valuation dates.

|X|   (b) (Specify) every business day the United States financial markets are
      open and conducting business.


                                      31
<PAGE>
                             EFFECTIVE DATE ADDENDUM
                              (RESTATED PLANS ONLY)

      The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (Choose whichever elections apply)

| |   (a) COMPENSATION DEFINITION. The Compensation definition of Section 1.12
      (other than the $200,000 limitation) is effective for Plan Years beginning
      after __________. [Note: May not be effective later than the first day of
      the first Plan Year beginning after the Employer executes this Adoption
      Agreement to restate the Plan for the Tax Reform Act of 1986, if
      applicable.]

| |   (b) ELIGIBILITY CONDITIONS. The eligibility conditions specified in
      Adoption Agreement Section 2.01 are effective for Plan Years beginning
      after __________.

| |   (c) SUSPENSION OF YEARS OF SERVICE. The suspension of Years of Service
      rule elected under Adoption Agreement Section 2.03 is effective for Plan
      Years beginning after __________.

| |   (d) CONTRIBUTION/ALLOCATION FORMULA. The contribution formula elected
      under Adoption Agreement Section 3.01 and the method of allocation elected
      under Adoption Agreement Section 3.04 is effective for Plan Years
      beginning after __________.

| |   (e) ACCRUAL REQUIREMENTS. The accrual requirements of Section 3.06 are
      effective for Plan Years beginning after __________.

| |   (f) EMPLOYMENT CONDITION. The employment condition of Section 3.06 is
      effective for Plan Years beginning after __________.

| |   (g) ELIMINATION OF NET PROFITS. The requirement for the Employer not to
      have net profits to contribute to this Plan is effective for Plan Years
      beginning after __________. [Note: The date specified may not be earlier
      than December 31, 1985.]

| |   (h) VESTING SCHEDULE. The vesting schedule elected under Adoption
      Agreement Section 5.03 is effective for Plan Years beginning after
      __________.

| |   (i) ALLOCATION OF EARNINGS. The special allocation provisions elected
      under Adoption Agreement Section 9.11 are effective for Plan Years
      beginning after __________.

| |   (j) (Specify) __________________________________________.

      For Plan Years prior to the special Effective Date, the terms of the Plan
prior to its restatement under this Adoption Agreement will control for purposes
of the designated provisions. A special Effective Date may not result in the
delay of a Plan provision beyond the permissible Effective Date under any
applicable law requirements.


                                      32
<PAGE>
                                 EXECUTION PAGE

      The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance, on this 19th day of June, 2001.

Name and EIN of Employer: Oceaneering International, Inc. 95-2628227


Signed: s/ George R. Haubenreich, Jr. Senior Vice President
        ---------------------------------------------------


Name(s) of Trustee: Wells Fargo Bank Texas, N.A.


Signed: s/ Dana Skaar
        ---------------------------------------------------

        Vice President
        ---------------------------------------------------


Name of Custodian: n/a

Signed:
        ---------------------------------------------------

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 of
the Plan.]

PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 003.

USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Master Plan Sponsor's recordkeeping purposes and does not necessarily
correspond to the plan number the Employer designated in the prior paragraph.

MASTER PLAN SPONSOR. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: 505 Main Street, Suite 430, Fort Worth, Texas, 76102, (817)
334-7073.

RELIANCE ON OPINION LETTER. The Employer may not rely on the Master Plan
Sponsor's opinion letter covering this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.


                                      33
<PAGE>
                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

      The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by _____________________________________________, the Signatory
Employer to the Execution Page of the Adoption Agreement.

      1.    The Effective Date of the undersigned Employer's participation in
            the designated Plan is: ___________.

      2.    The undersigned Employer's adoption of this Plan constitutes:

| |   (a) The adoption of a new plan by the Participating Employer.

| |   (b) The adoption of an amendment and restatement of a plan currently
      maintained by the Employer, identified as _______________________________,
      and having an original effective date of .

            Dated this _____________ day of _____________, ____.

                  Name of Participating Employer: ______________________________
                     ___________________

                  Signed: ___________________________

                  Participating Employer's EIN: ___________

ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

                  Name of Signatory Employer: __________________________________
                     ___________________

Accepted: ______
           [Date] Signed: __________________________

                  Name(s) of Trustee: __________________________________________
                     ___________________________________________________________
                     ___________________

Accepted: ______
           [Date] Signed: __________________________

[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]


                                      34
<PAGE>
                                  ADDENDUM 4.05

Notwithstanding Section 4.03 of the Plan and any other provision of the Plan to
the contrary, a Participant may withdraw employee voluntary contributions (made
under the Plan as in effect before October 1, 1985) and employee rollover
contributions, at his discretion, at any time, and in any amount.

                                  ADDENDUM 5.03

In accordance with Section 5.03 of the Plan, the employer elects to use the
following special vesting formula: P(AB+D)- D.

                                  ADDENDUM 5.06

This Addendum 5.06 supersedes and replaces the text of Section 5.06 of the Plan.

For purposes of vesting under Section 5.03, "Years of Service" shall be credited
in accordance with the rules of this Addendum 5.06. For purposes of this
Addendum 5.06, "Employer" has the meaning provided in Plan Section 1.30.

1.    Service: "Service" shall mean:

            (a) with respect to Service prior to October 1, 2000, the amount of
      Service credited to the person under the Plan as of September 30, 2000;
      and

            (b) with respect to Service after September 30, 2000, all years,
      months and days of active employment with the Employer from and after
      September 30, 2000, credited in accordance with all of the following
      provisions of this paragraph 1, including periods includable under
      paragraphs 4 and 5 below, and periods of absence:

                  (i) due to accident or sickness so long as the person is
            continued on the employment rolls of the Employer and remains
            eligible to return to work upon his recovery;


                                      35
<PAGE>
                  (ii) in the service of the Armed Forces of the United States
            (but if such absence is not pursuant to orders issued by the Armed
            Forces of the United States, only if with the consent of the
            Employer) but only if, and then only to the extent that, applicable
            federal law requires such military service to be counted as Service
            hereunder and only if the person has complied with all prerequisites
            of such federal law; and

                  (iii) due to an authorized leave of absence (including a leave
            of absence pursuant to the Family and Medical Leave Act of 1993)
            granted by the Employer for any other purpose approved by the
            Employer in accordance with established practices of the Employer,
            consistently applied in a nondiscriminatory manner in order that all
            employees under similar circumstances shall be treated alike,
            provided that each such person shall, immediately upon the
            expiration of such leave, apply for reinstatement in the employment
            of the Employer.

            A person's Service shall commence (or recommence) on the date he
first performs an "Hour of Service" within the meaning of Department of Labor
Regulation Section 2530.200b-2(a)(1) for the Employer. Unless a period of
Service can be disregarded under the reemployment provisions of paragraph 2 or 5
below, all periods of Service shall be aggregated so that a "Year of Service"
shall be completed as of the date the person completes 12 months of Service (30
days shall be deemed to be a month in the case of the aggregation of fractional
months), or 365 days of Service.

            Consistent with the Section 1.30 definition of "Employer," Hours of
Service and Service will be credited for employment with other members of an
affiliated service group (under Code Section 414(m)), a controlled group of
corporations (under Code Section 414(b)), or a group of trades or businesses
under common control (under Code Section 414(c)), of which Oceaneering
International, Inc. is a member.

            A person's period of Service shall terminate on the date of the
first to occur of (i) his retirement or death, (ii) his quitting or discharge,
(iii) his deemed date of termination of employment pursuant to his failure to
return to work upon the expiration of such an authorized leave of absence or
(iv) one year following the date the person is absent from active employment
with the Employer for any reason other than retirement, quitting, discharge,
authorized leave of absence or death. For purposes of clause (iii) immediately
above, a person's deemed date of termination shall be the earlier of (A) the
expiration date of such authorized leave of absence or (B) one year from the
date such authorized leave of absence commenced. Notwithstanding any provision
of this Plan to the contrary, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with
Section 414(u) of the Code.

            Notwithstanding anything in this Addendum 5.06 to the contrary,
Service will be credited for each person's "Employment Year" (within the meaning
of the Plan as in effect on September 30, 2000) that includes September 30, 2000
in an amount equal to the greatest amount of Service creditable during that
12-month period by application of (i) the rules of this Addendum 5.06 or (ii)
the service crediting rules in the Plan as in effect on September 30, 2000.


                                      36
<PAGE>
2. Break in Service for Terminations Commencing Prior to October 1, 2000: With
respect to a termination of Service occurring prior to October 1, 2000, a Break
in Service shall be determined in accordance with the "break in service"
provisions of the Plan as in effect on September 30, 2000. For purposes of
vesting, any person who has a Break in Service commencing prior to October 1,
2000 shall have his rights surrounding such Break in Service determined in
accordance with the provisions of the Plan as in effect on September 30, 2000.

3. Break in Service for Terminations Commencing From and After October 1, 2000:
With respect to a termination of Service occurring on or after October 1, 2000,
a Break in Service shall occur upon the expiration of the 12 consecutive month
period next following a person's termination of Service (as determined in
accordance with the provisions of this Addendum 5.06), unless such person sooner
recommences Service with the Employer. In the event a person recommences Service
with the Employer prior to incurring a Break in Service, the period of his
interim absence shall constitute Service for all purposes of the Plan, as
provided under Section 4 below.

            Solely for purposes of determining whether a Break In Service has
occurred, the Service of a person who is absent from work for maternity or
paternity reasons shall not terminate until the expiration of two years after
the date such absence commenced. For purposes of this paragraph, an absence from
work for maternity or paternity reasons means an absence (a) by reason of the
pregnancy of the individual, (b) by reason of the birth of a child of the
individual, (c) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual or (d) for
purposes of caring for such child for a period beginning immediately following
such birth or placement.

            Notwithstanding any provision of this Addendum 5.06 to the contrary,
for purposes of determining vesting under the Plan, Service shall be continued
during any leave taken pursuant to the Family and Medical Leave Act of 1993 and
no Break In Service shall occur due, in whole or in part, to such leave.

4. Participation and Service Upon Reemployment Before a Break In Service: Upon
the reemployment, before a Break In Service and on or after October 1, 2000, of
any person who had previously been employed by an Employer, any Service
attributable to his prior period of Service shall be reinstated as of the date
of his reemployment, and the period of his interim absence shall also constitute
Service for purposes of vesting.

5. Participation and Service Upon Reemployment After a Break In Service: Upon
the reemployment, after a Break In Service which commenced on or after October
1, 2000, of any person who had previously been employed by an Employer, if the
reemployed person was not a Participant during his prior period of Service, or
was a Participant whose prior Service terminated without entitlement to a
distribution from his Regular Matching Contribution Account, any Service
attributable to his prior period of employment shall be reinstated as of the
date of his recommencement of participation only if the number of consecutive
days of Break In Service (determined by reference to successive days following
his termination of Service date) is less than the greater of 1,825 or the
aggregate number of his days of pre-break Service. If the reemployed person was
a Participant whose prior Service terminated with entitlement to a


                                      37
<PAGE>
distribution from his Regular Matching Contribution Account, any Service
attributable to his prior period of employment shall be reinstated upon his
recommencing participation in the Plan; provided, however, that if a Participant
has received a distribution of his vested Account balance prior to the close of
the second Plan Year following the Plan Year in which such termination occurred,
such Service shall not be reinstated until the timely repayment of such
distribution as described in Plan Section 5.04.


                                      38

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

August 15, 2001

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

Re: Service Agreement ("Agreement")

Dear Mr. Huff:

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

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

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

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


                                       1
<PAGE>
1.    Term of this Agreement.

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

2.    Duties.

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

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

            (ii)  report directly to the Board; and

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

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

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


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

3.    Termination of Service.

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

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

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

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

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

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

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

4.    Procedures for Termination of Service.

      If your service be terminated or intended to be terminated:

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


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

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

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

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

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

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

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

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

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


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

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

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

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

5.    Effect of Termination of Service.

      If your service is terminated:

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

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

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


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

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

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

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

6.    Medical Care Benefits.

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

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


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

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

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

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

7.    Compensation.

      (a)   Base.

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


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

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

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

      (b)   Plans.

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

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

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


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

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

8.    Excise Tax.

      (a)   Any other provision of this Agreement to the contrary
            notwithstanding, if the present value (as defined herein) of the
            total amount of payments and benefits to be paid or provided to you
            under this Agreement which are considered to be "parachute payments"
            within the meaning of Section 280G(b) of the Internal Revenue Code
            of 1986, as amended (the "Code"), when added to any other such
            "parachute payments" received by you from the Company upon or after
            a Change of Control, whether or not under this Agreement, is in
            excess of the amount you can receive without causing you to be
            subject to an excise tax with respect to such amount on account of
            Code Section 4999, the Company shall pay to you an additional amount
            (hereinafter referred to as the "Excise Tax Premium"). The Excise
            Tax Premium shall be equal to the excise tax determined under Code
            Sections 280G and 4999 attributable to the total amount of payments
            and benefits to be paid or provided to you under this Agreement and
            any other "parachute payments" received by you upon or after a
            Change of Control. The Excise Tax Premium shall also include any
            amount attributable to excise tax on the Excise Tax Premium. The
            Company shall also pay to you an additional amount (the "Additional
            Amount") such that the net amount received by you, after paying any
            applicable Excise Tax Premium and any federal or state income,
            excise or other tax on such additional amount, shall be equal to the
            amount that you would have received if such Excise Tax Premium were
            not applicable. You shall be deemed to pay income taxes on the date
            of termination of your service at the highest marginal rate of
            income taxation in effect in your taxing jurisdiction. The
            Additional Amount shall include any amount attributable to income,
            excise or other tax on the Additional Amount.

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


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

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

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

9.    Dispute Resolution.

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

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

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

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

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

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


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

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

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

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

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

10.   Indemnity.

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

11.   Successors; Binding Agreement.

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


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

12.   Fees and Expenses.

      The Company shall pay all legal and other costs (including but not limited
      to, administrative, accounting, tax, human resource and expert witness
      fees and expenses) up to a maximum of $1,000,000 incurred by you as a
      result of your seeking to obtain, assert or enforce any right or benefit
      conferred upon you by this Agreement.

      You shall prepare an estimate of any fees you expect to incur in the
      following 90 days and claim reimbursement for under this Section 12 no
      later than 10 days after notice by you to the Company that you intend to
      seek legal representation under this Agreement. The Company shall pay such
      estimates to you within 10 days of your notice. At the end of the 90 days,
      and each 90 days thereafter, you shall prepare a subsequent estimate and
      submit it to the Company within 10 days and the Company agrees to pay all
      subsequent such estimates to you within 10 days of each notice until the
      matter has been resolved. After the matter has been resolved, you will
      submit an appropriate accounting of actual expenses and estimates; such
      that:

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

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

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

13.   Notices.

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

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

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


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

14.   Validity.

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

15.   Survival.

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

16.   Miscellaneous.

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

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

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


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

                                  Sincerely,

                                  Oceaneering International, Inc.


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

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


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


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

Definition of Certain Terms

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

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

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

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

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

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

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

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

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

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

      (a)   any Person is or becomes the "beneficial owner" (as defined in Rule
            13d-3 under the Exchange Act), directly or indirectly, of securities
            of the Company representing 20% or more of the combined voting power
            of the Company's outstanding Voting Securities, other than through
            the purchase of Voting Securities directly from the Company through
            a private placement; or


                                       15
<PAGE>
      (b)   individuals who constitute the Board on the date hereof (the
            "Incumbent Board") cease for any reason to constitute at least a
            majority thereof, provided that any person becoming a director
            subsequent to the date hereof whose election, or nomination for
            election by the Company's shareholders, was approved by a vote of at
            least two-thirds of the directors comprising the Incumbent Board
            shall from and after such election be deemed to be a member of the
            Incumbent Board; or

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

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

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

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

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

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

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

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

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

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


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

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

"GOOD REASON" means any of the following:

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

                  C.    all Shares of Restricted Stock issued under the Plans
                        and Other Plans shall be vested with all conditions to
                        have been deemed to have been satisfied with respect to
                        all such shares of Restricted Stock provided that such
                        share had not theretofore been forfeited,

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

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


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

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

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

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

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

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

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

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


                                       21
<PAGE>
                  C.    all Shares of Restricted Stock issued under the Plans
                        and Other Plans shall be vested with all conditions to
                        have been deemed to have been satisfied with respect to
                        all such shares of Restricted Stock provided that such
                        share had not theretofore been forfeited,

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

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

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

"VOTING SECURITIES" means, with respect to any corporation or business
enterprise, those securities, which under ordinary circumstances are entitled to
vote for the election of directors or others charged with comparable duties
under applicable law.


                                       22

</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-10.09
<SEQUENCE>7
<FILENAME>h95099ex10-09.txt
<DESCRIPTION>2001 BONUS AWARD PLAN
<TEXT>
<PAGE>
OCEANEERING INTERNATIONAL, INC.                                    Exhibit 10.09
2001 BONUS AWARD PLAN



On March 23, 2001, a 2001 Bonus Award Plan under the 1999 Incentive Plan was
approved by the Company's Board of Directors to be administered by its
Compensation Committee. Individuals were nominated and approved for inclusion in
the Plan and reviewed after final results were completed. Recommendations for
cash bonus awards were based on the accomplishment of results (Individual,
Profit Center and Total Company) in order to determine the amount of award, if
any, to be made. Awardees must be amongst the nominated group for eligibility,
and be employed by the Company at the time of funding. Bonuses are earned when
paid. Individuals, as designated, are subject to a maximum bonus eligibility of
10%-150% of current base salary.

The 2001 Bonus Award Plan is based on achieving specific results by the
Individual, his Profit Center and the Total Company. In order to integrate each
of these performances in a fashion that benefits the Shareholders and Employees,
each item is interrelated. The amount of award recommendation was based on the
following methodology:

Individual Coefficient

The Individual Coefficient is determined by taking the individual's weighted
average evaluation of objectives achieved times the individual's salary maximum.
This is the beginning step in determining the final award. An individual's
performance must meet certain minimum criteria or he is eliminated from bonus
award consideration.

Profit Center Results Contribution

The Profit Center Contribution is determined by comparing the Profit Center Net
Income Objective with the results achieved and determining the Contribution to
the Individual Coefficient.

Should the Profit Center results be below a specified amount, all the
individuals in that Profit Center may be eliminated from the Award Program. The
Chief Executive Officer may review the performance of areas within the region on
a case-by-case basis and take appropriate action. Should the actual results be
equal to or greater than such specified amount, the individual becomes eligible
for an award.

Oceaneering International, Inc. Results Contribution

The Company Results Contribution is determined by comparing the Company's Net
Income Result with the Objective planned. The results achieved determine the
multiplier used. Thus, an individual may, subject to the determined maximum, be
recommended for an award equal to the Individual Coefficient times the Profit
Center Contribution times the Company Results Contribution times current base
salary.

<PAGE>

The 2001 Bonus Award Plan is in effect for the fiscal year ended December 31,
2001. It is extremely important that the Company continue improved results. All
participants must be committed to a reward system based on achieving results.
The Company is entrepreneurially oriented and must use its maximum creativity,
effort and determination in achieving individual results that collectively
increases its Shareholders' Net Wealth. The 2001 Bonus Award Plan is structured
to foster that position.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>8
<FILENAME>h95099ex10-12.txt
<DESCRIPTION>FORM OF INDEMNIFICATION AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.12

                            INDEMNIFICATION AGREEMENT

            THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of
November 16, 2001 by and between Oceaneering International, Inc., a Delaware
corporation (the "Company"), and _______________ ("Indemnitee").

                              PRELIMINARY STATEMENT

            Highly competent persons have become more reluctant to serve
corporations as directors or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against
inordinate risks of claims and actions against them arising out of their service
to and activities on behalf of corporations and other enterprises.

            The Board of Directors of the Company (the "Board") has determined
that, in order to attract and retain qualified individuals, the Company will
attempt to maintain on an ongoing basis, at its sole expense, liability
insurance to protect persons serving the Company and its subsidiaries from
certain liabilities. Although the furnishing of that insurance has been a
customary and widespread practice among United States-based corporations and
other enterprises, the Board believes that, given current market conditions and
trends, that insurance may be available to it in the future only at higher
premiums and with more exclusions. At the same time, directors, officers and
other persons in service to corporations or other enterprises increasingly are
being subjected to expensive and time-consuming litigation relating to, among
other matters, matters that traditionally would have been brought only against
the corporation or enterprise itself. The uncertainties relating to liability
insurance and to indemnification have increased the difficulty of attracting and
retaining those persons, and the Board has determined that (1) this increased
difficulty is detrimental to the best interests of the Company's stockholders
and that the Company should act to assure those persons that increased certainty
of that protection will exist in the future and (2) it is reasonable, prudent
and necessary for the Company contractually to obligate itself to indemnify
those persons to the fullest extent applicable law permits so that they will
serve or continue to serve the Company free from undue concern that they will
not be so indemnified.

            NOW, THEREFORE, in consideration of the premises and the covenants
herein, the parties to this Agreement agree as follows:

            Section 1. Services by Indemnitee. Indemnitee will serve, or
continue to serve, as a Functionary of the Company and, as mutually agreed by
Indemnitee and the Company, as a Functionary of one or more Related Enterprises.
Indemnitee may at any time and for any reason resign from any such service,
subject to any other contractual obligation or any obligation applicable law
imposes. This Agreement is not and is not to be construed as an employment
contract by the Company or any other Related Enterprise with Indemnitee or as
otherwise affecting Indemnitee's status, if any, as an employee of the Company
or any Related Enterprise.

            Section 2. Indemnification. (a) If and whenever:

            (1) Indemnitee was or is, or is threatened to be made, a party to
any Proceeding by reason of:


                                      -1-
<PAGE>

                  (A) the fact that Indemnitee serves or served as (1) a
            Functionary of the Company or, at the request of the Company, (2) a
            Functionary of a Related Enterprise; or

                  (B) the actual or alleged service or conduct of Indemnitee in
            Indemnitee's capacity as that Functionary, including any act
            actually or allegedly done or not done by Indemnitee;

      and

            (2) Indemnitee (A) engaged in the service or conduct at issue in
      that Proceeding in good faith and in a manner Indemnitee reasonably
      believed to be in or not opposed to the best interests of the Company and,
      in the event that Proceeding was or is a criminal action or proceeding
      involving Indemnitee's conduct, (B) had no reasonable cause to believe
      that that conduct was unlawful,

the Company will, or will cause another Company Entity to, indemnify Indemnitee
against, and hold Indemnitee harmless from and in respect of:

            (1) in the case of each Claim in that Proceeding, other than a
      Company Claim, all liabilities and losses, including the amounts of all
      judgments, penalties and fines, including excise taxes, and amounts paid
      in settlement, Indemnitee has suffered or will suffer, and all Expenses
      Indemnitee reasonably has incurred or will incur, as a result of or in
      connection with that Claim; and

            (2) in the case of each Company Claim in that Proceeding, all
      Expenses Indemnitee reasonably has incurred or will incur as a result of
      or in connection with that Company Claim; provided, however, that the
      Company will not have any obligation under this clause (2) to, or to cause
      another Company Entity to, indemnify Indemnitee against, or hold
      Indemnitee harmless from or in respect of, any Company Claim as to which
      Indemnitee was or is adjudged to be liable to the Company or any Related
      Enterprise unless, and only to the extent that, the Court of Chancery or
      the court in which that Company Claim was or is brought determines on
      application that, despite the adjudication of liability, but in view of
      all the circumstances of the case, Indemnitee is fairly and reasonably
      entitled to indemnity for such of those Expenses as the Court of Chancery
      or that other court shall deem proper.

            (b) If and whenever Indemnitee was or is, or is threatened to be
made, a party to any Proceeding of any type to which Section 2(a) refers and has
been successful, on the merits or otherwise, in defense of that Proceeding, or
in defense of any Claim therein, the Company will, or will cause another Company
Entity to, indemnify Indemnitee against, and hold Indemnitee harmless from and
in respect of, all Expenses Indemnitee reasonably has incurred in connection
therewith. For purposes of this Section 2(b), the termination of any Claim in
any Proceeding by dismissal, with or without prejudice, will be deemed a
successful result as to that Claim.


                                      -2-
<PAGE>

            (c) If and whenever Indemnitee was, or reasonably could have been
expected to have been, or is, or reasonably could be expected to be, by reason
of the knowledge of facts Indemnitee actually or allegedly has obtained in the
course of his service as (1) a Functionary of the Company or, at the request of
the Company, (2) a Functionary of a Related Enterprise, a witness in or a
deponent in connection with any Proceeding to which Indemnitee was or is not a
party, the Company will, or will cause another Company Entity to, indemnify
Indemnitee against, and hold Indemnitee harmless from and in respect of, all
Expenses Indemnitee reasonably has incurred or will incur in connection
therewith.

            Section 3. Advancement of Expenses. (a) If and whenever Indemnitee
is, or is threatened to be made, a party to any proceeding that may give rise to
a right of Indemnitee to indemnification under Section 2(a), the Company will
advance all Expenses reasonably incurred by or on behalf of Indemnitee in
connection with that Proceeding within 10 days after the Company receives a
statement or statements from Indemnitee requesting the advance or advances from
time to time, whether prior to or after final disposition of that Proceeding.
Each such statement must reasonably evidence the Expenses incurred by or on
behalf of Indemnitee and include or be preceded or accompanied by an undertaking
by or on behalf of Indemnitee to repay any Expenses advanced if it ultimately is
determined that Indemnitee is not entitled to be indemnified by the Company
under Section 2(a) against those Expenses. The Company will accept any such
undertaking without reference to the financial ability of Indemnitee to make
repayment. If the Company advances Expenses in connection with any Claim as to
which Indemnitee has requested or may request indemnification under Section 2(a)
and a determination is made under Section 5(c) that Indemnitee is not entitled
to that indemnification, Indemnitee will not be required to reimburse the
Company for those advances until the 180th day following the date of that
determination; provided, however, that if Indemnitee timely commences and
thereafter prosecutes in good faith a judicial proceeding or arbitration under
Section 7(a) or otherwise to obtain that indemnification, Indemnitee will not be
required to reimburse the Company for those Expenses until a determination in
that proceeding or arbitration that Indemnitee is not entitled to that
indemnification has become final and nonappealable.

            (b) The Company may advance Expenses under Section 3(a) to
Indemnitee or, at the Company's option, directly to the Person to which those
Expenses are owed, and Indemnitee hereby consents to any such direct payment, to
Indemnitee's legal counsel or any other Person.

            Section 4. Notification and Defense of Claims. (a) If Indemnitee
receives notice, otherwise than from the Company, that Indemnitee is or will be
made, or is threatened to be made, a party to any Proceeding in respect of which
Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly
notify the Company in writing of the nature and, to Indemnitee's knowledge,
status of that Proceeding. If this Section 4(a) requires Indemnitee to give such
a notice, but Indemnitee fails to do so, that failure will not relieve the
Company from the obligations the Company may have to indemnify Indemnitee under
this Agreement, unless the Company can establish that the failure has resulted
in actual prejudice to the Company.

            (b) Except as this Section 4(b) otherwise provides below, in the
case of any Proceeding in respect of which Indemnitee seeks indemnification
hereunder:


                                      -3-
<PAGE>

            (1) the Company and any Related Enterprise that also may be
      obligated to indemnify Indemnitee in respect of that Proceeding will be
      entitled to participate at its own expense in that Proceeding;

            (2) the Company or that Related Enterprise, or either of them, will
      be entitled to assume the defense of all Claims, other than (A) Company
      Claims, if any, and (B) other Claims, if any, as to which Indemnitee shall
      reasonably reach the conclusion clause (3) of the next sentence describes,
      in that Proceeding against Indemnitee by prompt written notice of that
      election to Indemnitee; and

            (3) if clause (2) above entitles the Company or that Related
      Enterprise to assume the defense of any of those Claims and it delivers to
      Indemnitee notice of that assumption under clause (2), the Company will
      not be liable to Indemnitee hereunder for any fees or expenses of legal
      counsel for Indemnitee which Indemnitee incurs after Indemnitee receives
      that notice.

Indemnitee will have the right to employ Indemnitee's own legal counsel in that
Proceeding, but, as clause (3) of the preceding sentence provides, will bear the
fees and expenses of that counsel unless:

            (1) the Company has authorized Indemnitee in writing to retain that
      counsel;

            (2) the Company shall not within a reasonable period of time
      actually have employed counsel to assume the defense of those Claims; or

            (3) Indemnitee shall have (A) reasonably concluded that a conflict
      of interest may exist between Indemnitee and the Company as to the defense
      of one or more of those Claims and (B) communicated that conclusion to the
      Company in writing.

            (c) The Company will not be obligated hereunder to, or to cause
another Company Entity to, indemnify Indemnitee against or hold Indemnitee
harmless from and in respect of any amounts paid, or agreed to be paid, by
Indemnitee in settlement of any Claim against Indemnitee which Indemnitee
effects without the Company's prior written consent. The Company will not settle
any Claim against Indemnitee in any manner that would impose any penalty or
limitation on Indemnitee without Indemnitee's prior written consent. Neither the
Company nor Indemnitee will unreasonably delay or withhold consent to any such
settlement the other party proposes to effect.

            Section 5. Procedure for Determination of Entitlement to
Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee
must submit to the Company a written request therefor which specifies the
Section or Sections under which Indemnitee is seeking indemnification and which
includes, or is accompanied by, such documentation and information as is
reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to that indemnification.
Indemnitee may request indemnification hereunder at any time and from time to
time as Indemnitee deems appropriate in Indemnitee's sole discretion. In the
case of any request for indemnification under Section 2(a) as to any Claim which
is pending or threatened at the time Indemnitee delivers that request to the
Company and would not be resolved with finality, whether by judgment, order,


                                      -4-
<PAGE>

settlement or otherwise, on payment of the indemnification requested, the
Company may defer the determination under Section 5(c) of Indemnitee's
entitlement to that indemnification to a date that is no later than 45 days
after the effective date of that final resolution if the Board concludes in good
faith that an earlier determination would be materially prejudicial to the
Company or a Related Enterprise.

            (b) On written request by Indemnitee under Section 5(a) for
indemnification under Section 2(a), the determination of Indemnitee's
entitlement to that indemnification will be made:

            (1) if Indemnitee will be a director or officer of the Company at
      the time that determination is made, under Section 5(c) in each case; or

            (2) if Indemnitee will not be a director or officer of the Company
      at the time that determination is made, under Section 5(c) in any case, if
      so requested in writing by Indemnitee or so directed by the Board, or, in
      the absence of that request and direction, as the Board shall duly
      authorize or direct.

            (c) Each determination of Indemnitee's entitlement to
indemnification under Section 2(a) to which this Section 5(c) applies will be
made as follows:

            (1) by a majority vote of the Disinterested Directors, even though
      less than a quorum; or

            (2) by a committee of Disinterested Directors a majority vote of the
      Disinterested Directors may designate, even though less than a quorum; or

            (3) if (A) there are no Disinterested Directors or (B) a majority
      vote of the Disinterested Directors so directs, by an Independent Counsel
      in a written opinion to the Board, a copy of which the Company will
      deliver to Indemnitee;

provided, however, that if Indemnitee has so requested in Indemnitee's request
for indemnification, an Independent Counsel will make that determination in a
written opinion to the Board, a copy of which the Company will deliver to
Indemnitee.

            (d) If it is determined that Indemnitee is entitled to
indemnification under Section 2(a), the Company will, or will cause another
Company Entity to, subject to the provisions of Section 5(f):

            (1) within 10 days after that determination pay to Indemnitee all
      amounts (A) theretofore incurred by or on behalf of Indemnitee in respect
      of which Indemnitee is entitled to that indemnification by reason of that
      determination and (B) requested from the Company in writing by Indemnitee;
      and

            (2) thereafter on written request by Indemnitee, pay to Indemnitee
      within 10 days after that request such additional amounts theretofore
      incurred by or on behalf of Indemnitee in respect of which Indemnitee is
      entitled to that indemnification by reason of that determination.


                                      -5-
<PAGE>

Indemnitee will cooperate with the person, persons or entity making the
determination under Section 5(c) with respect to Indemnitee's entitlement to
indemnification under Section 2(a), including providing to such person, persons
or entity, on reasonable advance request, any documentation or information that
is:

            (1) not privileged or otherwise protected from disclosure;

            (2) reasonably available to Indemnitee; and

            (3) reasonably necessary to that determination.

            (e) If an Independent Counsel is to make a determination under
Section 5(c) of entitlement to indemnification under Section 2(a), it will be
selected as this Section 5(e) provides. If a Change of Control has not occurred
within the period of two years prior to the date of Indemnitee's written request
for that indemnification, the Board will select the Independent Counsel. If a
Change of Control has occurred within that period, Indemnitee will select the
Independent Counsel, unless Indemnitee requests that the Board make the
selection, in which event the Board will do so.

            The party entitled initially to select the Independent Counsel must
give written notice to the other party which names the person or firm it has
selected, whereupon the other party may, within 10 days after its receipt of
that notice, deliver to the selecting party a written objection to the
selection; provided, however, that any such objection may be asserted only on
the ground that the person or firm selected is not an "Independent Counsel" as
Section 14 defines that term, and the objection must set forth with
particularity the factual basis for that assertion. Absent a proper and timely
objection, the person or firm so selected will act as Independent Counsel under
Section 5(c). If any such written objection is so made and substantiated, the
person or firm so selected may not serve as Independent Counsel unless and until
the objection is withdrawn or a court of competent jurisdiction has determined
that the objection is without merit.

            If the person or firm that will act as Independent Counsel has not
been determined within 30 days after Indemnitee's submission of the related
request for indemnification, either the Company or Indemnitee may petition the
Court of Chancery for resolution of any objection that has been made by the
Company or Indemnitee to the other's selection of Independent Counsel or for the
appointment as Independent Counsel of a person or firm selected by the Court of
Chancery or by such other person or firm as the Court of Chancery designates,
and the person or firm with respect to whom all objections are so resolved or
the person or firm so appointed will act as Independent Counsel under Section
5(c).

            The Company will pay any and all reasonable fees and expenses the
Independent Counsel incurs in connection with acting under Section 5(c), and the
Company will pay all reasonable fees and expenses incident to the procedures
this Section 5(e) sets forth, regardless of the manner in which the Independent
Counsel is selected or appointed.


                                      -6-
<PAGE>

            If Indemnitee becomes entitled to, and does, initiate any judicial
proceeding or arbitration under Section 7, the Company will terminate its
engagement of the person or firm acting as Independent Counsel, whereupon that
person or firm will be, subject to the applicable standards of professional
conduct then prevailing, relieved of any further responsibility in the capacity
of Independent Counsel.

            (f) The amount of any indemnification against Expenses to which
Indemnitee becomes entitled under any provision hereof, including Section 2(a),
will be determined subject to the provisions of this Section 5(f). Indemnitee
will have the burden of showing that Indemnitee actually has incurred the
Expenses for which Indemnitee requests indemnification. If the Company or a
Company Entity has made any advance in respect of any Expense without objecting
in writing to Indemnitee at the time of the advance to the reasonableness
thereof, the incurrence of that Expense by Indemnitee will be deemed for all
purposes hereof to have been reasonable. In the case of any Expense as to which
such an objection has been made, or any Expense for which no advance has been
made, the incurrence of that Expense will be presumed to have been reasonable,
and the Company will have the burden of proof to overcome that presumption.

            Section 6. Presumptions and Effect of Certain Proceedings. (a) In
making a determination under Section 5(c) with respect to entitlement to
indemnification under Section 2(a), the person, persons or entity making that
determination must presume that Indemnitee is entitled to that indemnification
if Indemnitee has submitted a request for indemnification in accordance with
Section 5(a), and the Company will have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption.

            (b) The termination of any Proceeding or of any Claim therein, by
judgment, order, settlement or conviction, or on a plea of nolo contendere or
its equivalent, will not, except as this Agreement otherwise expressly provides,
of itself adversely affect the right of Indemnitee to indemnification hereunder
or, in the case of any determination under Section 5(c) of Indemnitee's
entitlement to indemnification under Section 2(a), create a presumption that
Indemnitee did not act in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company or, with
respect to any criminal action or proceeding, that Indemnitee had reasonable
cause to believe that Indemnitee's conduct was unlawful.

            (c) Any service of Indemnitee as a Functionary of the Company or any
Related Enterprise which imposes duties on, or involves services by, Indemnitee
with respect to any Related Enterprise that is an employee benefit or welfare
plan or related trust, if any, or that plan's participants or that trust's
beneficiaries, will be deemed for all purposes hereof as service at the request
of the Company. Any action Indemnitee takes or omits to take in connection with
any such plan or trust will, if taken or omitted in good faith by Indemnitee and
in a manner Indemnitee reasonably believed to be in the interest of the
participants in or beneficiaries of that plan or trust, be deemed to have been
taken or omitted in a manner "not opposed to the best interests of the Company"
for all purposes hereof.


                                      -7-
<PAGE>

            (d) For purposes of any determination hereunder as to whether
Indemnitee has performed services or engaged in conduct on behalf of any
Enterprise in good faith, Indemnitee will be deemed to have acted in good faith
if Indemnitee acted in reliance on the records of the Enterprise or on
information, opinions, reports or statements, including financial statements and
other financial information, concerning the Enterprise or any other Person which
were prepared or supplied to Indemnitee by:

            (1) one or more of the officers or employees of the Enterprise;

            (2) appraisers, engineers, investment bankers, legal counsel or
      other Persons as to matters Indemnitee reasonably believed were within the
      professional or expert competence of those Persons; and

            (3) any committee of the board of directors or equivalent managing
      body of the Enterprise of which Indemnitee is or was, at the relevant
      time, not a member;

provided, however, that if Indemnitee has actual knowledge as to any matter that
makes any such reliance unwarranted as to that matter, this Section 6(d) will
not entitle Indemnitee to any presumption that Indemnitee acted in good faith
respecting that matter.

            (e) For purposes of any determination hereunder as to whether
Indemnitee is entitled to indemnification under Section 2(a), neither the
knowledge nor the conduct of any Functionary of the Company or any Related
Enterprise, other than Indemnitee, shall be imputed to Indemnitee.

            (f) Indemnitee will be deemed a party to a Proceeding for all
purposes hereof if Indemnitee is named as a defendant or respondent in a
complaint or petition for relief in that Proceeding, regardless of whether
Indemnitee ever is served with process or makes an appearance in that
Proceeding.

            (g) If Indemnitee serves or served as a Functionary of a Related
Enterprise, that service will be deemed to be "at the request of the Company"
for all purposes hereof notwithstanding that the request is not evidenced by a
writing or shown to have been made orally. In the event the Company were to
extend the rights of indemnification and advancement of Expenses hereunder to
Indemnitee's serving at the request of the Company as a Functionary of any
Enterprise other than the Company or a Related Enterprise, Indemnitee must show
that the request was made by the Board or at its authorization.

            Section 7. Remedies of Indemnitee in Certain Cases. (a) If
Indemnitee makes a written request in compliance with Section 5(a) for
indemnification under Section 2(a) and either:

            (1) no determination as to the entitlement of Indemnitee to that
      indemnification is made before the last to occur of (A) the close of
      business on the date, if any, the Company has specified under Section 5(a)
      as the outside date for that determination or (B) the elapse of the 45-day
      period beginning the day after the date the Company receives that request;
      or


                                      -8-
<PAGE>

            (2) a determination is made under Section 5(c) that Indemnitee is
      not entitled to that indemnification in whole or in any part in respect of
      any Claim to which that request related,

Indemnitee will be entitled to an adjudication from the Court of Chancery of
Indemnitee's entitlement to that indemnification. Alternatively, Indemnitee, at
Indemnitee's option, may seek an award in arbitration to be conducted by a
single arbitrator in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. In the case of any determination under Section
5(c) that is adverse to Indemnitee, Indemnitee must commence any such judicial
proceeding or arbitration within 180 days following the date on which Indemnitee
first has the right to commence that proceeding under this Section 7(a) or
Indemnitee will be bound by that determination for all purposes of this
Agreement.

            (b) If a determination has been made under Section 5 that Indemnitee
is not entitled to indemnification hereunder, any judicial proceeding or
arbitration commenced under this Section 7 will be conducted in all respects as
a de novo trial or arbitration on the merits, and Indemnitee will not be
prejudiced by reason of that adverse determination. In any judicial proceeding
or arbitration commenced under this Section 7, the Company will have the burden
of proving that Indemnitee is not entitled to indemnification hereunder, and the
Company may not, for any purpose, refer to or introduce into evidence any
determination under Section 5(c) which is adverse to Indemnitee.

            (c) If a determination has been made under Section 5 that Indemnitee
is entitled to indemnification hereunder, the Company will be bound by that
determination in any judicial proceeding or arbitration Indemnitee thereafter
commences under this Section 7 or otherwise, absent:

            (1) a misstatement by Indemnitee of a material fact, or an omission
      by Indemnitee of a material fact necessary to make Indemnitee's statements
      not materially misleading, in connection with the request for
      indemnification; or

            (2) a prohibition of that indemnification under applicable law.

            (d) If Indemnitee, under this Section 7 or otherwise, seeks a
judicial adjudication of or an award in arbitration to enforce his rights under,
or to recover damages for breach of, this Agreement, Indemnitee will be entitled
to recover from the Company, and will be indemnified by the Company against, any
and all expenses, of the types the definition of Expenses in Section 14
describes, reasonably incurred by or on behalf of Indemnitee in that judicial
adjudication or arbitration, but only if Indemnitee prevails therein. If it is
determined in that judicial adjudication or arbitration that Indemnitee is
entitled to receive part of, but not all, the indemnification or advancement of
expenses sought, the expenses incurred by Indemnitee in connection with that
judicial adjudication or arbitration will be appropriately prorated between
those in respect of which this Agreement entitles Indemnitee to indemnification
and those Indemnitee must bear.


                                      -9-
<PAGE>

            (e) In any judicial proceeding or arbitration under this Section 7,
the Company:

            (1) will not, and will not permit any other Person acting on its
      behalf to, assert that the procedures or presumptions this Agreement
      establishes are not valid, binding and enforceable; and

            (2) will stipulate that it is bound by all the provisions hereof.

            Section 8. Non-exclusivity; Survival of Rights; Insurance;
Subrogation. (a) The rights to indemnification and advancement of Expenses and
the remedies this Agreement provides are not and will not be deemed exclusive of
any other rights or remedies to which Indemnitee may at any time be entitled
under applicable law, the Company's Charter Documents, any agreement, a vote of
stockholders or Disinterested Directors, or otherwise, but each such right or
remedy hereunder will be cumulative with all such other rights and remedies. No
amendment, alteration or termination of this Agreement or any provision hereof
will limit or restrict any right of Indemnitee hereunder in respect of any
action Indemnitee has taken or omitted in Indemnitee's capacity as a Functionary
of the Company or any Related Enterprise prior to that amendment, alteration or
termination. To the extent that a change in Delaware law, whether by statute or
judicial decision, permits greater indemnification by agreement than would be
afforded currently under this Agreement, it is the intent and agreement of the
parties hereto that Indemnitee will enjoy by this Agreement the greater benefits
that change affords.

            (b) If the Company maintains an insurance policy or policies
providing liability insurance for Functionaries of the Company or of any Related
Enterprise who serve or served in the same capacities as Indemnitee, Indemnitee
will be covered by the policy or policies in accordance with its or their terms
to the maximum extent of the coverage available for any such Functionary under
the policy or policies. If the Company receives written notice from any source
of a pending Proceeding to which Indemnitee is a party and in respect of which
Indemnitee might be entitled to indemnification under Section 2(a) and the
Company then maintains any such policy of which Indemnitee is a beneficiary, the
Company will:

            (1) promptly give notice of that Proceeding to the relevant insurers
      in accordance with the applicable policy procedures; and

            (2) thereafter take all action necessary to cause those insurers to
      pay, on behalf of Indemnitee, all amounts payable in accordance with the
      applicable policy terms as a result of that Proceeding;

provided, however that the Company need not comply with the provisions of this
sentence if its failure to do so would not actually be prejudicial to Indemnitee
in any material respect.

            (c) The Company will not be liable under this Agreement to make or
cause to be made any payment of amounts otherwise indemnifiable hereunder, or to
make or cause to be made any advance this Agreement otherwise requires it to
make or cause to be made, if and to the extent that Indemnitee has otherwise
actually received or had applied for Indemnitee's benefit that payment or
advance or obtained the entire benefit therefrom under any insurance policy, any
other contract or agreement or otherwise.


                                      -10-
<PAGE>

            (d) If the Company makes or causes to be made any payment hereunder,
it will be subrogated to the extent of that payment to all the rights of
recovery of Indemnitee, who will execute all papers required and take all action
necessary to secure those rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce those rights.

            (e) The Company's obligation to make or cause to be made any payment
or advance hereunder to or for the account of Indemnitee with respect to
Indemnitee's service at the request of the Company as a Functionary of any
Related Enterprise will be reduced by any amount Indemnitee has actually
received as indemnification or advancement of expenses from that Related
Enterprise.

            Section 9. Duration of Agreement; Binding Effect. This Agreement
will continue until and terminate on the later of:

            (1) 10 years after the date that Indemnitee has ceased to serve as a
      Functionary of the Company and each Related Enterprise that Indemnitee
      served at the request of the Company; or

            (2) one year after the final, nonappealable termination of any
      Proceeding then pending in respect of which Indemnitee is granted rights
      of indemnification or advancement of Expenses hereunder and of any
      proceeding commenced by Indemnitee under Section 7 or otherwise.

This Agreement will be binding on the Company and its successors and assigns and
will inure to the benefit of Indemnitee and his spouse, if Indemnitee resides in
Texas or another community property state, heirs, executors and administrators.

            Section 10. Severability. If any provision or provisions hereof is
or are invalid, illegal or unenforceable for any reason whatsoever:

            (1) the validity, legality and enforceability of the remaining
      provisions hereof, including each portion of any Section containing any
      such invalid, illegal or unenforceable provision which is not itself
      invalid, illegal or unenforceable, will not in any way be affected or
      impaired thereby;

            (2) such provision or provisions will be deemed reformed to the
      extent necessary to conform to applicable law and to give the maximum
      effect to the intent of the parties hereto; and

            (3) to the fullest extent possible, the provisions hereof, including
      each portion of any Section containing any such invalid, illegal or
      unenforceable provision which is not itself invalid, illegal or
      unenforceable, will be construed so as to give effect to the intent
      manifested thereby.


                                      -11-
<PAGE>

            Section 11. Exceptions to Right of Indemnification or Advancement of
Expenses. No provision in this Agreement will obligate the Company to pay or
cause to be paid any indemnity to or for the account of Indemnitee, or to
advance Expenses under Section 3, in connection with or as a result of:

            (1) any Claim made against Indemnitee for an accounting of profits,
      under Section 16(b) of the Exchange Act or similar provision of state
      statutory or common law, from the purchase and sale, or sale and purchase,
      by Indemnitee of securities of the Company or any Related Enterprise; or

            (2) except for any Claim initiated by Indemnitee, whether as a cause
      of action or as a defense to a cause of action under Section 7 or
      otherwise, to enforce or establish, by declaratory judgment or otherwise,
      Indemnitee's rights or remedies hereunder, any Claim initiated by
      Indemnitee without the prior authorization of the Board against the
      Company or any Related Enterprise or any of their respective present or
      former Functionaries.

            Section 12. Identical Counterparts. This Agreement may be executed
in one or more counterparts, each of which will for all purposes be deemed to be
an original but all of which together will constitute one and the same
agreement. Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this
Agreement.

            Section 13. Headings. The headings of the Sections hereof are
inserted for convenience only and do not and will not be deemed to constitute
part of this Agreement or to affect the construction thereof.

            Section 14. Definitions and Definitional Provisions. (a) For
purposes of this Agreement:

            "Acquiring Person" means any Person who or which, together with all
      its Affiliates and Associates, is or are the Beneficial Owner of 15% or
      more of the shares of Common Stock then outstanding, but does not include
      any Exempt Person; provided, however, that a Person will not be or become
      an Acquiring Person if that Person, together with its Affiliates and
      Associates, becomes the Beneficial Owner of 15% or more of the shares of
      Common Stock then outstanding solely as a result of a reduction in the
      number of shares of Common Stock outstanding which results from the
      Company's direct or indirect repurchase of Common Stock, unless and until
      such time as that Person or any Affiliate or Associate of that Person
      purchases or otherwise becomes the Beneficial Owner of additional shares
      of Common Stock constituting 1% or more of the then outstanding shares of
      Common Stock or any other Person or Persons who is or collectively are the
      Beneficial Owner of shares of Common Stock constituting 1% or more of the
      then outstanding shares of Common Stock becomes an Affiliate or Associate
      of that Person, unless, in either such case, that Person, together with
      all its Affiliates and Associates, is not then the Beneficial Owner of 15%
      or more of the shares of Common Stock then outstanding.


                                      -12-
<PAGE>

            "Affiliate" has the meaning Exchange Act Rule 12b-2 specifies.

            "Associate" means, with reference to any Person:

                  (1) any corporation, firm, partnership, limited liability
            company, association, unincorporated organization or other entity,
            other than the Company or a Related Enterprise, of which that Person
            is an officer or general partner, or officer or general partner of a
            general partner, or is, directly or indirectly, the Beneficial Owner
            of 10% or more of any class of its equity securities or interests;

                  (2) any trust or other estate in which that Person has a
            substantial beneficial interest or for or of which that Person
            serves as trustee or in a similar fiduciary capacity; and

                  (3) any relative or spouse of that Person, or any relative of
            that spouse, who has the same home as that Person.

            A specified Person is deemed the "Beneficial Owner" of, and is
      deemed to "beneficially own," any securities:

                  (1) of which that Person or any of that Person's Affiliates or
            Associates, directly or indirectly, is the "beneficial owner," as
            determined under Exchange Act Rule 13d-3, or otherwise has the right
            to vote or dispose of, including under any agreement, arrangement or
            understanding, whether or not in writing; provided, however, that a
            Person will not be deemed the "Beneficial Owner" of, or to
            "beneficially own," any security under this subparagraph (1) as a
            result of an agreement, arrangement or understanding to vote that
            security if that agreement, arrangement or understanding: (A) arises
            solely from a revocable proxy or consent given in response to a
            public, that is, not including a solicitation exempted by Exchange
            Act Rule 14a-2(b)(2), proxy or consent solicitation made under, and
            in accordance with, the applicable provisions of the Exchange Act;
            and (B) is not then reportable by that Person on Exchange Act
            Schedule 13D or any comparable or successor report;

                  (2) which that Person or any of that Person's Affiliates or
            Associates, directly or indirectly, has the right or obligation to
            acquire, whether that right or obligation is exercisable or
            effective immediately or only after the passage of time or the
            occurrence of an event, under any agreement, arrangement or
            understanding, whether or not in writing, or on the exercise of
            conversion rights, exchange rights, other rights, warrants or
            options, or otherwise; provided, however, that a Person will not be
            deemed the "Beneficial Owner" of, or to "beneficially own,"
            securities tendered in response to a tender or exchange offer made
            by that Person or any of that Person's Affiliates or Associates
            until those tendered securities are accepted for purchase or
            exchange; or


                                      -13-
<PAGE>

                  (3) which are beneficially owned, directly or indirectly, by
            (A) any other Person, or any Affiliate or Associate thereof, with
            which the specified Person or any of the specified Person's
            Affiliates or Associates has any agreement, arrangement or
            understanding, whether or not in writing, for the purpose of
            acquiring, holding, voting, except by a revocable proxy or consent
            as described in the proviso to subparagraph (1) of this definition,
            or disposing of any voting securities of the Company or (B) any
            group, as Exchange Act Rule 13d-5(b) uses that term, of which that
            specified Person is a member;

      provided, however, that nothing in this definition will cause a Person
      engaged in business as an underwriter of securities to be the "Beneficial
      Owner" of, or to "beneficially own," any securities that Person acquires
      through its participation in good faith in a firm commitment underwriting,
      including securities acquired in stabilizing transactions to facilitate a
      public offering in accordance with Exchange Act Regulation M or to cover
      overallotments created in connection with a public offering, until the
      expiration of 40 days after the date of that acquisition. For purposes of
      this definition, "voting" a security includes voting, granting a proxy,
      acting by consent, making a request or demand relating to corporate
      action, including calling a stockholder meeting, or otherwise giving an
      authorization, within the meaning of Section 14(a) of the Exchange Act, in
      respect of that security.

            "Board" has the meaning the Preliminary Statement specifies.

            "Change of Control" means the occurrence of any of the following
      events that occurs after the date of this Agreement:

                  (1) any Person becomes an Acquiring Person;

                  (2) at any time the then Continuing Directors cease to
            constitute a majority of the members of the Board; or

                  (3) a merger of the Company with or into, or a sale by the
            Company of its properties and assets substantially as an entirety
            to, another Person occurs and, immediately after that occurrence,
            any Person, other than an Exempt Person, together with all
            Affiliates and Associates of that Person, other than Exempt Persons,
            will be the Beneficial Owner of 15% or more of the total voting
            power of the then outstanding Voting Shares of the Person surviving
            that transaction, in the case of a merger or consolidation, or the
            Person acquiring those properties and assets substantially as an
            entirety unless that Person, together with all its Affiliates and
            Associates, other than Exempt Persons, was the Beneficial Owner of
            15% or more of the shares of Common Stock outstanding prior to that
            transaction.

            "Charter Documents" means, with respect to any corporation or other
      entity at any time, in each case as amended, modified and supplemented at
      that time:

                  (1) the articles or certificate of formation, incorporation or
            organization, or the equivalent organizational documents, of that
            entity;


                                      -14-
<PAGE>

                  (2) the bylaws or limited liability company agreement or
            regulations, or the equivalent governing documents, of that entity;
            and

                  (3) each document setting forth the designation, amount and
            relative rights, limitations and preferences of any class or series
            of that entity's capital stock or other equity interests.

            "Claim" means any claim for damages or a declaratory, equitable or
      other substantive remedy, or any other issue or matter, in any Proceeding.

            "Common Stock" means:

                  (1) the common stock, par value $0.25 per share, of the
            Company; and

                  (2) any other class of capital stock of the Company which is
            (A) except for different voting rights or par value, identical to
            the common stock clause (1) of this definition describes and (B)
            convertible into that common stock on a share for share basis on the
            occurrence of a Change of Control.

            "Company Entity" means any Related Enterprise, other than an
      employee benefit or welfare plan or its related trust, if any.

            "Company Claim" means any Claim brought by or in the right of the
      Company or a Related Enterprise against Indemnitee.

            "Continuing Director" means at any time any individual who then:

                  (1) is a member of the Board on the date hereof or whose
            nomination for his first election, or that first election, to the
            Board following that date was recommended or approved by a majority
            of the then Continuing Directors, acting separately or as a part of
            any action taken by the Board or any committee thereof; and

                  (2) is not an Acquiring Person, an Affiliate or Associate of
            an Acquiring Person or a nominee or representative of an Acquiring
            Person or of any such Affiliate or Associate.

            "Court of Chancery" means the Court of Chancery of the State of
      Delaware.

            "DGCL" means the General Corporation Law of the State of Delaware,
      as amended.

            "Disinterested Director" means a director of the Company who is not
      and was not a party to the Proceeding, or any Claim therein, in respect of
      which indemnification is sought by Indemnitee hereunder.


                                      -15-
<PAGE>

            "Enterprise" means any business trust, corporation, joint venture,
      limited liability company, partnership or other entity or enterprise,
      including any operational division of any entity, or any employee benefit
      or welfare plan or related trust.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

            "Exempt Person" means:

                  (1) (A) the Company, any subsidiary of the Company, any
            employee benefit plan of the Company or of any subsidiary of the
            Company and (B) any Person organized, appointed or established by
            the Company for or pursuant to the terms of any such plan or for the
            purpose of funding any such plan or funding other employee benefits
            for employees of the Company or any subsidiary of the Company; and

                  (2) Indemnitee, any Affiliate or Associate of Indemnitee or
            any group, as Exchange Act Rule 13d-5(b) uses that term, of which
            Indemnitee or any Affiliate or Associate of Indemnitee is a member.

            "Expenses" include all attorneys' fees, retainers, court costs,
      transcript costs, fees of experts, witness fees, travel expenses,
      duplicating costs, printing and binding costs, telephone charges, postage,
      delivery service fees, all other disbursements or expenses of the types
      customarily incurred in connection with prosecuting, defending, preparing
      to prosecute or defend, investigating, being or preparing to be a witness
      in, or otherwise participating in, a Proceeding. Should any payments by
      the Company under this Agreement be determined to be subject to any
      federal, state or local income or excise tax, "Expenses" also will include
      such amounts as are necessary to place Indemnitee in the same after-tax
      position, after giving effect to all applicable taxes, Indemnitee would
      have been in had no such tax been determined to apply to those payments.

            "Functionary" of any Enterprise means any director, officer,
      manager, administrator, employee, agent, representative or other
      functionary of that Enterprise, including, in the case of any employee
      benefit or welfare plan, any member of any committee administering that
      plan or any individual to whom the duties of that committee are delegated.

            "Independent Counsel" means a law firm, or a member of a law firm,
      that or who is experienced in matters of corporation law and neither
      presently is, nor in the past five years has been, retained to represent:

                  (1) the Company or any of its Affiliates or Indemnitee in any
            matter material to any such party; or

                  (2) any other party to the Proceeding giving rise to a claim
            for indemnification hereunder.


                                      -16-
<PAGE>

      Notwithstanding the foregoing, the term "Independent Counsel" does not
      include at any time any Person who, under the applicable standards of
      professional conduct then prevailing, would have a conflict of interest in
      representing either the Company or a Related Enterprise or Indemnitee in
      an action to determine Indemnitee's rights under this Agreement.

            "Person" means any natural person, sole proprietorship, corporation,
      partnership, limited liability company, business trust, unincorporated
      organization or association, mutual company, joint stock company, joint
      venture or any other entity of any kind having a separate legal status or
      any estate, trust, union or employee organization or governmental
      authority.

            "Proceeding" includes:

                  (1) any threatened, pending or completed action, suit,
            arbitration, alternate dispute resolution procedure, investigation,
            inquiry or other threatened, actual or completed proceeding, whether
            of a civil, criminal, administrative, investigative or private
            nature and irrespective of the initiator thereof; and

                  (2) any appeal in any such proceeding.

            "Related Enterprise" means at any time any Enterprise:

                  (1) 50% or more of the outstanding capital stock or other
            ownership interests of which, or the assets of which, the Company
            owns or controls, or previously owned or controlled, directly or
            indirectly, at that time;

                  (2) 50% or more of the outstanding voting power of the
            outstanding capital stock or other ownership interests of which the
            Company owns or controls, or previously owned or controlled,
            directly or indirectly, at that time;

                  (3) that is, or previously was, an Affiliate of the Company
            which the Company controls, or previously controlled, by ownership,
            contract or otherwise and whether alone or together with another
            Person, directly or indirectly, at that time; or

                  (4) if that Enterprise is an employee benefit or welfare plan
            or related trust, whose participants or beneficiaries are present or
            former employees of the Company or any other Related Enterprise.

            "Voting Shares" means:

                  (1) in the case of any corporation, stock of that corporation
            of the class or classes having general voting power under ordinary
            circumstances to elect a majority of that corporation's board of
            directors; and


                                      -17-
<PAGE>

                  (2) in the case of any other entity, equity interests of the
            class or classes having general voting power under ordinary
            circumstances equivalent to the Voting Shares of a corporation.

            (b) This Agreement uses the words "herein," "hereof" and "hereunder"
and words of similar import to refer to this Agreement as a whole and not to any
provision of this Agreement, and the words "Section" and "Preliminary Statement"
refer to Sections of and the Preliminary Statement in this Agreement, unless it
otherwise specifies.

            (c) Whenever the context so requires, the singular number includes
the plural and vice versa, and a reference to one gender includes the other
gender and the neuter.

            (d) The word "including," and, with correlative meaning, the word
"include," means including, without limiting the generality of any description
preceding that word, and the words "shall" and "will" are used interchangeably
and have the same meaning.

            (e) The language this Agreement uses will be deemed to be the
language the parties hereto have chosen to express their mutual intent, and no
rule of strict construction will be applied against either party hereto.

            Section 15. Modification and Waiver. No supplement to or
modification or amendment of this Agreement will be binding unless executed in
writing by both parties hereto. No waiver of any provision hereof will be deemed
or will constitute a waiver of any other provision hereof, whether or not
similar, nor will any such waiver constitute a continuing waiver.

            Section 16. Reliance. The Company confirms and agrees with
Indemnitee that it has entered into this Agreement and assumed the obligations
this Agreement imposes on it in order to induce Indemnitee to serve, or continue
to serve, as a Functionary of the Company or a Related Enterprise. The Company
acknowledges that Indemnitee is relying on this Agreement in so serving.

            Section 17. Notices. All notices, requests, demands and other
communications hereunder must be in writing or by electronic transmission and
will be deemed delivered and received:

                  (1) if personally delivered or if delivered by telex,
            telegram, facsimile, electronic transmission or courier service,
            when actually received by the party to whom the notice or
            communication is sent; or

                  (2) if delivered by mail, whether actually received or not, at
            the close of business on the third business day in the city in which
            the Company's principal executive office is located next following
            the day when placed in the U.S. mail, postage prepaid, certified or
            registered, addressed to the appropriate party at the address of
            that party set forth below, or at such other address as that party
            may designate by notice in writing or by electronic transmission to
            the other party in accordance herewith:


                                      -18-
<PAGE>

                  (3) If to Indemnitee, to:

                  Name:
                  Address:
                  City, State Zip Code:

                  with a copy, which will not constitute notice for purposes of
                  this Agreement, to such legal counsel, if any, as Indemnitee
                  may designate in writing or by electronic transmission; and

                  (4) If to the Company, to:

                  Oceaneering International, Inc.
                  11911 FM 529
                  Houston, Texas 77041
                  Attention: Corporate Secretary
                  Fax No.: (713) 329-4654
                  E-mail: georgeh@oii.oceaneering.com

            Section 18. Contribution. If it is established, under Section 5(c)
or otherwise, that Indemnitee has the right to be indemnified under Section 2(a)
in respect of any claim, but that right is unenforceable by reason of any
applicable law or public policy, then, to the fullest extent applicable law
permits, the Company, in lieu of indemnifying or causing the indemnification of
Indemnitee under Section 2(a), will, or will cause a Company Entity to,
contribute to the amount Indemnitee has incurred, whether for judgments, fines,
penalties, excise taxes, amounts paid or to be paid in settlement or for
Expenses reasonably incurred, in connection with that Claim, in such proportion
as is deemed fair and reasonable in light of all the circumstances of that Claim
in order to reflect:

            (1) the relative benefits Indemnitee and the Company have received
      as a result of the event(s) or transaction(s) giving rise to that
      Proceeding; or

            (2) the relative fault of Indemnitee and of the Company and its
      other Functionaries in connection with those event(s) or transaction(s).

            Section 19. Governing Law; Submission to Jurisdiction. This
Agreement and the legal relations among the parties will be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware,
without regard to its conflict of laws rules. Except with respect to any
arbitration Indemnitee commences under Section 7 or as Section 2(a) expressly
contemplates otherwise, the Company and Indemnitee hereby irrevocably and
unconditionally:

            (1) agree that any action or proceeding arising out of or in
      connection with this Agreement will be brought only in the Court of
      Chancery and not in any other state or federal court in the United States
      of America or any court in any other country;


                                      -19-
<PAGE>

                  (2) consent to submit to the exclusive jurisdiction of the
            Court of Chancery for purposes of any action or proceeding arising
            out of or in connection with this Agreement;

                  (3) waive any objection to the laying of venue of any such
            action or proceeding in the Court of Chancery; and

                  (4) waive, and agree not to plead or to make, any claim that
            any such action or proceeding brought in the Court of Chancery has
            been brought in an improper or otherwise inconvenient forum.

            Section 20. Entire Agreement. Except as Section 8(a) otherwise
provides, this Agreement constitutes the entire agreement and understanding
between the Company and Indemnitee, and supersedes all prior oral, written or
implied agreements and understandings of the Company and Indemnitee with respect
to the subject matter hereof.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.

ATTEST:                                 OCEANEERING INTERNATIONAL, INC.

By: __________________________________  By: ____________________________________
Print Name:                                 Name:
                                            Title:



ATTEST:                                 INDEMNITEE:

By: __________________________________  By: ____________________________________
Print Name:                                 Name:


                                      -20-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.01
<SEQUENCE>9
<FILENAME>h95099ex12-01.txt
<DESCRIPTION>STATEMENT SHOWING COMPUTATION OF RATIO OF EARNINGS
<TEXT>
<PAGE>
                                                                   Exhibit 12.01

Oceaneering International, Inc.
Computation of Ratio of Earnings to Fixed Charges

<TABLE>
<CAPTION>

                                                                                         Nine
                                                                           Year         Months
                                                                          Ended         Ended
                                                                         December      December          Year Ended March 31,
                                                                            31,           31,       --------------------------------
                                                                           2001          2000         2000        1999        1998
                                                                         --------      --------     --------    --------    --------
                                                                                             (in thousands)
<S>                                                                      <C>           <C>          <C>         <C>         <C>
Fixed Charges:
    (a) Interest expensed and capitalized                                $ 11,965      $  8,597      $ 7,753     $ 5,891     $ 1,434
    (b) Amortized premiums, discounts and capital
          expenses related to indebtedness                                    235           135          152          87          --
    (c) Estimate of interest within rental expense                          1,844         1,523        1,970       1,568       1,523
    (d) Preference security dividend requirements
          of consolidated subsidiaries                                         --            --           --          --          --
                                                                         --------      --------      -------     -------     -------
                                                                         $ 14,044      $ 10,255      $ 9,875     $ 7,546     $ 2,957
                                                                         ========      ========      =======     =======     =======

Earnings:
    Added Items:
       (a) Pretax income from continuing operations
           before minority interests and income/loss
           from equity investees                                          $48,959       $17,229      $26,746     $41,330     $35,636
       (b) Fixed charges                                                   14,044        10,255        9,875       7,546       2,957
       (c) Amortization of capitalized interest                               397           104           83          18           1
       (d) Distributed income of equity investees                              --            --           --          --          --
       (e) Share of pretax losses of equity investees
           for which charges from which are included in
           fixed charges                                                       --            --           --          --          --
                                                                         --------      --------      -------     -------     -------
    Total added items                                                      63,400        27,588       36,704      48,894      38,594
                                                                         --------      --------      -------     -------     -------

    Subtracted Items:
       (a) Interest capitalized                                             2,037         2,968        1,817       2,466         797
       (b) Preference security dividend requirements
             of consolidated subsidiaries                                      --            --           --          --          --
       (c) Minority interest in pretax income of
           subsidiaries that have not incurred
           fixed charges                                                     (337)         (509)         848         254          78
                                                                         --------      --------      -------     -------     -------
    Total subtracted items                                                  1,700         2,459        2,665       2,720         875
                                                                         --------      --------      -------     -------     -------
    Earnings as defined                                                  $ 61,700      $ 25,129      $34,039     $46,174     $37,719
                                                                         ========      ========      =======     =======     =======
Ratio of earnings to fixed charges                                           4.39          2.45         3.45        6.12       12.76
                                                                         ========      ========      =======     =======     =======
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.01
<SEQUENCE>10
<FILENAME>h95099ex21-01.txt
<DESCRIPTION>SUBSIDIARIES OF OCEANEERING INTERNATIONAL, INC.
<TEXT>
<PAGE>
                                                                   EXHIBIT 21.01

                                 SUBSIDIARIES OF
                     OCEANEERING INTERNATIONAL, INC. ("OII")



<TABLE>
<CAPTION>
                                                     Percentage of Ownership            Jurisdiction
                                                           by Oceaneering                    of
Subsidiary                                              International, Inc.             Organization
- ----------                                           -----------------------            ------------
<S>                                                   <C>                                <C>
Consolidated Launcher Technology, Inc.                        100%                       Virginia
Eastport International, Inc.                                  100%                       Delaware
Gulf Coast International Inspection, Inc.                     100%                       Louisiana
Ian Murray Engineering Ltd.                                   100%                       Scotland
Marine Production Systems do Brasil                           100%                       Brazil
Marine Production Systems Ltd.                                100%                       Delaware
Marine Production Systems Servicos, Ltda.                     100%                       Brazil
Multiflex, Inc.                                               100%                       Texas
Multiflex Limited                                             100%                       Scotland
Ocean Systems Engineering, Inc.                               100%                       Texas
Ocean Systems Engineering Limited                             100%                       England
Oceaneering Arabia Ltd.                                        50%                       Saudi Arabia
Oceaneering AS                                                100%                       Norway
Oceaneering Australia Pty. Limited                            100%                       Australia
Oceaneering FSC, Inc.                                         100%                       Barbados
Oceaneering International AG                                  100%                       Switzerland
Oceaneering International (M) Sdn. Bhd.                       100%                       Malaysia
Oceaneering International Pte Ltd                             100%                       Singapore
Oceaneering International, S.A. de C.V.                       100%                       Mexico
Oceaneering International Services Limited                    100%                       England
Oceaneering International (Sharjah) Limited                   100%                       Sharjah
Oceaneering Limited                                           100%                       Canada
Oceaneering Services (Nigeria) Limited                        100%                       Nigeria
Oceaneering Space Systems, Inc.                               100%                       Delaware
Oceaneering Survey, Inc.                                      100%                       Delaware
Oceaneering Technologies, Inc.                                100%                       Delaware
Oceaneering Underwater GmbH                                   100%                       Switzerland
Oceanteam UK Limited                                          100%                       Scotland
Oil Industry Engineering, Inc.                                100%                       Texas
P. T. Calmarine                                                50%                       Indonesia
Pro-Dive Oceaneering Co.                                       49%                       Canada
RTM-Argus AS                                                   50%                       Norway
Smit Oceaneering Cable Systems, L.L.C.                         50%                       Delaware
Solus Emirates                                                100%                       U.A.E.
Solus Ocean Systems, Inc.                                     100%                       Delaware
Solus Oceaneering (Malaysia) Sdn. Bhd.                         49%                       Malaysia
Solus Schall Limited                                          100%                       England
Solus Schall (Nigeria) Limited                                 50%                       Nigeria
Specialty Wire and Cable Company, Inc.                        100%                       Texas
Steadfast Oceaneering, Inc.                                   100%                       Virginia
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.01
<SEQUENCE>11
<FILENAME>h95099ex23-01.txt
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>
<PAGE>
                                                                   Exhibit 23.01

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference of our report dated February 13, 2002 included in this Form 10-K, into
the Company's previously filed Form S-8 Registration Statements File No.
33-36872, No. 333-35225, No. 333-41190 and No. 333-50400 and Form S-3
Registration Statement File No. 333-44460.


Houston, Texas
March 27, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.01
<SEQUENCE>12
<FILENAME>h95099ex24-01.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>
<PAGE>
                                                                   Exhibit 24.01

                                POWER OF ATTORNEY

      WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.

      NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.

      IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of March 2002.


                                      /s/ D. Michael Hughes
                                      ---------------------
                                      D. Michael Hughes
<PAGE>

                                POWER OF ATTORNEY

      WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.

      NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.

      IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of March 2002.


                                      /s/ Charles B. Evans
                                      --------------------
                                      Charles B. Evans
<PAGE>

                                POWER OF ATTORNEY

      WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.

      NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.

      IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of March 2002.


                                      /s/ David S. Hooker
                                      -------------------
                                      David S. Hooker
<PAGE>

                               POWER OF ATTORNEY

      WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.

      NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint MARVIN J.
MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other and
with full power of substitution and resubstitution, to execute in his name,
place and stead in his capacity as a director, officer or both, as the case may
be, of the Company, said 10-K and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to file the same
with the Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of the undersigned in any and all
capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.

      IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of March 2002.


                                      /s/ John R. Huff
                                      ----------------
                                      John R. Huff
<PAGE>

                                POWER OF ATTORNEY

      WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.

      NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.

      IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of March 2002.


                                      /s/ Harris J. Pappas
                                      --------------------
                                      Harris J. Pappas
<PAGE>

                                POWER OF ATTORNEY

      WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.

      NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.

      IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of March 2002.


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.01
<SEQUENCE>13
<FILENAME>h95099ex99-01.txt
<DESCRIPTION>LETTER TO SEC RE ARTHUR ANDERSEN LLP
<TEXT>
<PAGE>
                            [Oceaneering Letterhead]


                                                                   Exhibit 99.01

March 27, 2002


United States Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549


Re:  Arthur Andersen LLP



The financial statements of Oceaneering International, Inc. included in this
Annual Report on Form 10-K for the year ended December 31, 2001 have been
audited by Arthur Andersen LLP ("Andersen"). Andersen has represented to us that
the audit of our consolidated financial statements as of December 31, 2001 and
for the year then ended was subject to Andersen's quality control system for the
U.S. accounting and audit practice to provide reasonable assurance that the
engagement was conducted in compliance with professional standards, and that
there was appropriate continuity of Andersen personnel working on the audits,
availability of national office consultation and availability of personnel at
foreign affiliates of Andersen to conduct the relevant portions of the audit.



Oceaneering International, Inc.


/s/ MARVIN J. MIGURA
- ---------------------------
By: Marvin J. Migura
    Senior Vice President and Chief Financial Officer
    (Principal Financial Officer)







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>14
<FILENAME>h95099e10-k405pdf.pdf
<DESCRIPTION>OCEANEERING INTERNATIONAL, INC.
<TEXT>
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