0000950129-06-005434 Sample Contracts

Re: Modification to Service Agreement (“Modification”)
Oceaneering International Inc • May 12th, 2006 • Oil & gas field services, nec

In order to provide for a smooth transition, Oceaneering International, Inc. (the “Company”) and you have agreed that you will relinquish the Chief Executive Officer position, effective May 12, 2006, in connection with the Company’s annual shareholder meeting. At such meeting, you are standing for re-election to the Board of Directors for a three-year term. You have also agreed to continue your employment through August 25, 2006. We appreciate your early relinquishment of the Chief Executive Officer position and your continuing as an employee through August 25, 2006, in order to coincide with the meetings of the Board of Directors and to facilitate the greatest continuity for the Company.

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TRUST AGREEMENT OCEANEERING INTERNATIONAL, INC.
Trust Agreement • May 12th, 2006 • Oceaneering International Inc • Oil & gas field services, nec • Texas

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

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