EXHIBIT 10.28


                       Amended and Restated
                       Employment Agreement

  This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of
December 16th, 1999, is by and among GLOBAL MARINE INC., a
Delaware corporation ("GMI"), GLOBAL MARINE CORPORATE SERVICES
INC., a California corporation (the "Company") and ROBERT E. ROSE
(the "Executive").

  WHEREAS, GMI, the Company and the Executive entered into an
employment agreement dated as of May 5, 1998; and

  WHEREAS, GMI, the Company and the Executive desire to enter
into an amended and restated employment agreement (the
"Agreement"), which Agreement will replace and thereby supersede
any and all prior employment agreements and amendments thereto
previously executed among GMI, the Company and the Executive;

  NOW THEREFORE, in consideration of the mutual promises,
agreements and covenants and subject to the terms and conditions
contained in this Agreement, GMI, the Company and the Executive
hereby agree as follows:

1.     DEFINITIONS.  For purposes of this Agreement, the following
terms will have the following meanings unless otherwise expressly
provided in this Agreement:

    1.1  BOARD. "Board" means the Board of Directors of GMI.

    1.2  CAUSE. "Cause" means an act or acts of misconduct
         harmful to GMI or any of its affiliates, including
         without limitation any violation of any policy
         regarding the use and possession of alcohol, illegal
         drugs, firearms or dangerous weapons that is applicable
         to employees of GMI and its affiliates generally, and
         will not mean inadequate performance or incompetence.

    1.3  CHANGE IN CONTROL.  A "Change in Control" means the
         occurrence of any of the following events:

         (i)     The acquisition by any individual, entity or
                 group (within the meaning of Section 13(d) or
                 14(d) of the U.S. Securities Exchange Act of
                 1934, as amended (the "Exchange Act")) (a
                 "Person") of beneficial ownership (within the
                 meaning of Rule 13d-3 under the Exchange Act)
                 of 35% or more of either (A) the then
                 outstanding shares of common stock of GMI or
                 of any affiliate of GMI by which the
                 Executive is employed or which directly or
                 indirectly owns or controls any affiliate by
                 which the Executive is employed (the
                 "Outstanding Company Common Stock") or (B)
                 the combined voting power of the then
                 outstanding voting securities of GMI or of
                 any affiliate of GMI by which the Executive
                 is employed or which directly or indirectly
                 owns or controls any affiliate by which the
                 Executive is employed entitled to vote
                 generally in the election of directors (the
                 "Outstanding Company Voting Securities");
                 provided, however, that the following
                 acquisitions will not constitute a Change in
                 Control:  (I)  any acquisition by GMI or any
                 affiliate of GMI that remains under GMI's
                 control, (II) any acquisition by any employee
                 benefit plan (or related trust) sponsored or
                 maintained by GMI or any affiliate controlled
                 by GMI, (III) the sale, exchange, transfer or
                 other disposition of substantially all of the
                 assets of GMI or of any affiliate of GMI by
                 which the Executive is employed or which
                 directly or indirectly owns or controls any
                 affiliate by which the Executive is employed
                 to the Chief Executive Officer of GMI (the
                 "CEO"), alone or with other officers, or a
                 merger, consolidation or other reorganization
                 involving GMI or any affiliate of GMI by
                 which the Executive is employed or which
                 directly or indirectly owns or controls any
                 affiliate by which the Executive is employed
                 and the CEO, alone or with other officers, or
                 any entity in which the CEO (alone or with
                 other officers) has, directly or indirectly,
                 a substantial equity or ownership interest,
                 (IV) a transaction otherwise commonly
                 referred to as a "management leveraged
                 buyout," or (V) any acquisition by any
                 corporation pursuant to a reorganization,
                 merger or consolidation, if, following such
                 reorganization, merger or consolidation, the
                 conditions described in clauses (I), (II),
                 (III), or (IV) are satisfied; or

         (ii)    Individuals who, as of the date hereof,
                 constitute the Board (the "Incumbent Board")
                 cease for any reason to constitute at least a
                 majority of the Board; provided, however,
                 that any individual becoming a director
                 subsequent to the date hereof whose election,
                 or nomination for election by GMI's
                 stockholders, was approved by a vote of at
                 least a majority of the directors then
                 comprising the Incumbent Board will be
                 considered as though such individual were a
                 member of the Incumbent Board, but excluding
                 for this purpose any such individual whose
                 initial assumption of office occurs as a
                 result of either an actual or threatened
                 election contest (meaning a solicitation of
                 the type that would be subject to Rule 14a-11
                 of Regulation 14A under the Exchange Act) or
                 other actual or threatened solicitation of
                 proxies or consents by or on behalf of a
                 Person other than the Board; or

         (iii)   Approval by the stockholders of GMI of a
                 reorganization, merger or consolidation, in
                 each case unless, following such
                 reorganization, merger or consolidation, (A)
                 more than 50% of, respectively, the then
                 outstanding shares of common stock of the
                 corporation resulting from such
                 reorganization, merger or consolidation and
                 the combined voting power of the then
                 outstanding voting securities of such
                 corporation entitled to vote generally in the
                 election of directors is then beneficially
                 owned, directly or indirectly, by all or
                 substantially all of the individuals and
                 entities who were the beneficial owners,
                 respectively, of the Outstanding Company
                 Common Stock and Outstanding Company Voting
                 Securities immediately prior to such
                 reorganization, merger or consolidation in
                 substantially the same proportions as their
                 ownership, immediately prior to such
                 reorganization, merger or consolidation, of
                 the Outstanding Company Common Stock and
                 Outstanding Company Voting Securities, as the
                 case may be, (B) no Person (excluding GMI,
                 any affiliate of GMI that remains under GMI's
                 control, any employee benefit plan (or
                 related trust) sponsored or maintained by GMI
                 or by any affiliate controlled by GMI or such
                 corporation resulting from such
                 reorganization, merger or consolidation, and
                 any Person beneficially owning, immediately
                 prior to such reorganization, merger or
                 consolidation, directly or indirectly, 35% or
                 more of the Outstanding Company Common Stock
                 or Outstanding Company Voting Securities, as
                 the case may be) beneficially owns, directly
                 or indirectly, 35% or more of, respectively,
                 the then outstanding shares of common stock
                 of the corporation resulting from such
                 reorganization, merger or consolidation or
                 the combined voting power of the then
                 outstanding voting securities of such
                 corporation entitled to vote generally in the
                 election of directors, and (C) at least a
                 majority of the members of the board of
                 directors of the corporation resulting from
                 such reorganization, merger or consolidation
                 were members of the Incumbent Board at the
                 time of the execution of the initial
                 agreement providing for such reorganization,
                 merger or consolidation; or

         (iv)    Approval by the stockholders of GMI of any plan or
                 proposal which would result directly or indirectly
                 in (A) a complete liquidation or dissolution of
                 GMI or of any affiliate of GMI by which the
                 Executive is employed, or (B) the liquidation,
                 transfer, sale or other disposition of all or
                 substantially all of the assets of GMI or of any
                 affiliate of GMI by which the Executive is
                 employed or which directly or indirectly owns or
                 controls any affiliate by which the Executive is
                 employed, other than to a corporation with respect
                 to which following such sale or other disposition
                 (I) more than 50% of, respectively, the then
                 outstanding shares of common stock of such
                 corporation and the combined voting power of the
                 then outstanding voting securities of such
                 corporation entitled to vote generally in the
                 election of directors is then beneficially owned,
                 directly or indirectly, by all or substantially
                 all of the individuals and entities who were the
                 beneficial owners, respectively, of the
                 Outstanding Company Common Stock and Outstanding
                 Company Voting Securities immediately prior to
                 such sale or other disposition in substantially
                 the same proportions as their ownership,
                 immediately prior to such sale or other
                 disposition, of the Outstanding Company Common
                 Stock and Outstanding Company Voting Securities,
                 as the case may be, (II) no Person (excluding GMI,
                 any affiliate of GMI that remains under GMI's
                 control, any employee benefit plan (or related
                 trust) sponsored or maintained by GMI or any
                 affiliate controlled by GMI or such corporation,
                 and any Person beneficially owning, immediately
                 prior to such sale or other disposition, directly
                 or indirectly, 35% or more of the Outstanding
                 Company Common Stock or Outstanding Company Voting
                 Securities, as the case may be) beneficially owns,
                 directly or indirectly, 35% or more of,
                 respectively, the then outstanding shares of
                 common stock of such corporation or the combined
                 voting power of the then outstanding voting
                 securities of such corporation entitled to vote
                 generally in the election of directors, and (III)
                 at least a majority of the members of the board of
                 directors of such corporation were members of the
                 Incumbent Board at the time of the execution of
                 the initial agreement or action of the Board
                 providing for such sale or other disposition of
                 assets.

         1.4  EFFECTIVE PERIOD.  The "Effective Period" means the 36-
       month period following any Change in Control (even if
       such 36-month period will extend beyond the Term (as
       defined in Section 3 hereof) of this Agreement or any
       extension thereof).

         1.5  GOOD REASON.    "Good Reason" means, unless the
       Executive has consented in writing thereto, the
       occurrence of any of the following:

                   (i)  A reduction of the Executive's title, duties,
            authority, responsibilities or status, or any
            other action which results in a diminution in such
            title, duties, authority, responsibilities or
            status, excluding for this purpose an isolated,
            insubstantial and inadvertent action not taken in
            bad faith and which is remedied by GMI or the
            Executive's employer promptly after receipt of
            notice thereof given by the Executive, or the
            Board's failure to elect or reelect or to appoint
            or reappoint the Executive to the offices of
            Chairman of the Board, President and Chief
            Executive Officer of GMI;

                   (ii) A reduction by GMI or the Executive's employer in
            the Executive's Annual Salary (as defined in
            Section 4.1 hereof);

                   (iii)The relocation of the Executive's office to a
            location more than 40 miles outside Houston, Texas;

                   (iv) Following a Change in Control, unless a plan
            providing a substantially similar compensation or
            benefit is substituted, (A)  the failure by GMI or
            any of its affiliates to continue in effect any
            material fringe benefit or compensation plan,
            retirement plan, life insurance plan, health and
            accident plan or disability plan in which the
            Executive is participating prior to the Change in
            Control, or (B) the taking of any action by GMI or
            any of its affiliates which would adversely affect
            the Executive's participation in or materially
            reduce his benefits under any of such plans or
            deprive him of any material fringe benefit;

                   (v) Following a Change in Control, the failure of GMI
            or the affiliate of GMI by which the Executive is
            employed, or any affiliate which directly or
            indirectly owns or controls any affiliate by which
            the Executive is employed, to obtain the
            assumption in writing of the obligations of GMI
            and the Company to perform this Agreement by any
            successor to all or substantially all of the
            assets of GMI or such affiliate within 15 days
            after a reorganization, merger, consolidation,
            sale or other disposition of assets of GMI or such
            affiliate; or

                    (vi) The failure to perform or breach of this Agreement
            by GMI or the Company.

2.   EMPLOYMENT BY THE COMPANY; DUTIES.  The Company hereby
employs the Executive and the Executive hereby accepts employment
by the Company, in accordance with and subject to the terms and
conditions of this Agreement.  Executive will serve in the
capacity of Chairman of the Board, President and Chief Executive
Officer of GMI and will also serve in those offices and
directorships of GMI and its affiliates to which he may from time
to time be appointed or elected.  The Executive will devote all
reasonable efforts and all of his business time and services to
GMI and its affiliates, subject to the direction of the Board and
the Boards of Directors of such affiliates. The Executive will
not engage in any other business activities except for passive
investments and his farm and ranching interests and service on
the Board of Directors of Superior Energy Services, Inc. or any
successor, which activities will not materially interfere with
the Executive's obligations hereunder.

3.   TERM.      The term of this Agreement (the "Term") will
commence on the date first above written (the "Commencement
Date") and will continue until the close of the business day on
October 23, 2003 (the "Expiration Date"), unless sooner
terminated as herein provided.

4.  COMPENSATION AND OTHER BENEFITS.

               4.1  ANNUAL SALARY.  The Company will pay to the Executive
          an annual salary at a rate of five hundred twenty-five
          thousand dollars ($525,000) per year (the "Annual
          Salary"), subject to increase at the sole discretion of
          the Board.  The Annual Salary will be payable in
          accordance with the payroll policies of the Company as
          from time to time in effect, but in no event less
          frequently than once each month, less deductions
          required to be withheld by applicable law and
          regulations.

               4.2  BONUS.  If determined by the Board, the Company may
          declare and pay an incentive bonus to the Executive
          with respect to the fiscal years ending during the Term
          (the "Incentive Bonus").  The amount of the Incentive
          Bonus payable during the Term will be determined by the
          Board, in its sole discretion.

               4.3  EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN.  The Executive
          is a participant in the Global Marine Executive
          Supplemental Retirement Plan (the "SERP") effective as
          of May 5, 1998.  For purposes of determining the amount
          of the Normal Retirement Benefit and the Executive's
          eligibility for an Early Retirement Benefit under the
          SERP (as such terms are defined therein), the Executive
          has been and will continue to be credited with three
          years of employment with the Company for each actual
          year of employment with GMI or any of its affiliates
          from and after May 5, 1998.  In addition, in the event
          the Executive's employment with GMI and it affiliates
          terminates due to death, to disability pursuant to
          Section 9.2 hereof, to involuntary termination without
          cause under Section  9.5 or 9.6 hereof, or to
          termination by the Executive for Good Reason under
          Section 9.5 or 9.6 hereof, he will be deemed eligible
          to receive an Early Retirement Benefit under the SERP
          calculated as though the Executive had attained 15
          years of employment with GMI and its affiliates.  In
          all circumstances the Executive's SERP benefit will be
          based on an amount ("Base Earnings") equal to the sum
          of his Annual Salary and the greater of his actual
          Incentive Bonus or two-thirds of his Annual Salary for
          each 12-month period in the 36 consecutive months of
          highest Base Earnings.

               4.4  PARTICIPATION IN EMPLOYEE BENEFIT PLANS.  The Company
          and GMI agree to permit the Executive during the Term,
          if and to the extent eligible, to participate in any
          401(k) plan, retirement plan, group life,
          hospitalization or disability insurance plan, health
          program, pension plan, similar benefit plan or other
          so-called "fringe benefits" of the Company or GMI
          (collectively, "Benefits") which may be available to
          other senior executives of the Company or GMI on terms
          no less favorable to the Executive than the terms
          offered to such other executives.

               4.5  OTHER PERQUISITES.  The Executive will be entitled to
          expense reimbursement, office appointments, secretarial
          support and other perquisites as are provided in
          accordance with company policy or practice for senior
          executives of GMI.  In addition, the Company will
          provide the Executive with the use of the automobile
          which was made available to the Executive by Cardinal
          Services, Inc. or with the use of a similar automobile.

5.   CONFIDNETIALITY AND NON-SOLICITATION.    The Executive
acknowledges that (a) his work for GMI and its affiliates will
give him access to trade secrets of and confidential information
concerning the business of GMI and its affiliates (the "Company
Business"); and (b) the agreements and covenants contained in
this Agreement are essential to protect the business and goodwill
of GMI and its affiliates.  Accordingly, during the Term of this
Agreement and during any Salary Continuation Period or CIC Salary
Continuation Period, the Executive covenants and agrees as
follows:

               5.1  To hold in a fiduciary capacity for the benefit of GMI
          and its affiliates all secret, proprietary or
          confidential material, knowledge, data or any other
          information relating to GMI or any of its affiliated
          companies, and the Company Business ("Confidential
          Information"), which has been obtained by the Executive
          during the Executive's employment by GMI or any of its
          affiliated companies and that has not been, is not now
          and hereafter does not become public knowledge (other
          than by acts by the Executive or representatives of the
          Executive in violation of this Agreement), and will
          not, without the prior written consent of the Company
          or as may otherwise be required by law or legal
          process, communicate or divulge any such information,
          knowledge or data to anyone other than the Company and
          those designated by it.  The Executive further agrees
          to return to the Company any and all records and
          documents (and all copies thereof) and all other
          property belonging to the Company or relating to GMI,
          its affiliates or their businesses, upon termination of
          Executive's employment with GMI and its affiliates.

               5.2  Not to solicit or entice any other employee of GMI or
          its affiliates to leave GMI or its affiliates to go to
          work for any other business or organization which is in
          direct or indirect competition with GMI or any of its
          affiliates, nor request or advise a customer or client
          of GMI or its affiliates to curtail or cancel such
          customer's business relationship with GMI or its
          affiliates.

6.   RIGHTS AND REMEDIES UPON BREACH.  If the Executive breaches,
or threatens to commit a breach of, any of the provisions
contained in Section 5 of this Agreement (the "Restrictive
Covenants"), GMI and the Company will have the following rights
and remedies, each of which rights and remedies will be
independent of the others and severally enforceable, and each of
which is in addition to, and not in lieu of, any other rights and
remedies available to GMI or the Company under law or in equity:

               6.1  SPECIFIC PERFORMANCE.     The right and remedy to have
          the Restrictive Covenants specifically enforced by any
          court of competent jurisdiction, it being agreed that
          any breach or threatened breach of the Restrictive
          Covenants would cause irreparable injury to GMI and the
          Company and that money damages would not provide an
          adequate remedy.

               6.2  ACCOUNTING.  The right and remedy to require the
          Executive to account for and pay over to GMI or the
          Company all compensation, profits, monies, accruals,
          increments or other benefits derived or received by the
          Executive as the result of any action constituting a
          breach of the Restrictive Covenants.

               6.3  CESSATION OF SEVERANCE, BENEFITS AND OTHER PAYMENTS.
          The right and remedy to cease any further severance,
          benefit or other compensation payments under this
          Agreement from and after the commencement of such
          breach by the Executive.

The Executive hereby acknowledges and agrees that the Restrictive
Covenants are reasonable and valid in duration and in all other
respects.  If any court determines that any of the Restrictive
Covenants, or any part thereof, is invalid or unenforceable, the
remainder of the Restrictive Covenants will not thereby be
affected and will be given full effect without regard to the
invalid portions.

7.   NOTICE OF TERMINATION.  Any termination of the Executive's
employment by reason of disability pursuant to Section 9.2
hereof, by the Company for Cause, or by the Executive for Good
Reason will be communicated by Notice of Termination to the other
party hereto given in accordance with Section 15 of this
Agreement.  For purposes of this Agreement, a "Notice of
Termination" means a written notice which (a) indicates the
specific termination provision in this Agreement relied upon, (b)
to the extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so
indicated, and (c) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the
employment termination date.  The failure to set forth in the
Notice of Termination any fact or circumstance which contributes
to a showing of Good Reason or Cause will not waive any right of
the party giving the Notice of Termination hereunder or preclude
such party from asserting such fact or circumstance in enforcing
its rights hereunder.

8.   DATE OF TERMINATION.  Subject to Section 9.4 regarding
Termination for Cause, "Date of Termination" means the date of
receipt of the Notice of Termination or any later date specified
therein, or the Executive's last day as an active employee of the
Company and its affiliates before a termination of employment due
to death or disability or a termination without Cause, as the
case may be.

9.   TERMINATION.

               9.1  TERMINATION UPON DEATH.  If the Executive dies during
          the Term, this Employment Agreement will terminate;
          provided, however, that in any such event, the Company
          will pay to the Executive, or to his estate, a lump sum
          amount in cash equal to the product of three (3) times
          the Executive's Annual Salary then in effect (or, if
          the Executive's Annual Salary has been reduced in
          breach of this Agreement, the Executive's Annual Salary
          before such reduction), and any Benefits that have
          vested in the Executive at the time of such termination
          as a result of his participation in any benefits plans
          of the Company or any of its affiliates will be paid to
          the Executive, or to his estate or designated
          beneficiary, in accordance with the provisions of such
          plan.

                    9.2  TERMINATION UPON DISABILITY.   If during the Term
          the Executive becomes physically or mentally
          disabled, whether totally or partially, as
          evidenced by the written statement of a competent
          physician licensed to practice medicine in the
          United States who is mutually acceptable to the
          Company and the Executive, or his closest relative
          if he is not then able to make such a choice, so
          that the Executive is unable, with reasonable
          accommodation, substantially to perform his
          services hereunder (i) for a period of four
          consecutive months, or (ii) for shorter periods
          aggregating six months during any twelve-month
          period, the Company may at any time after the last
          day of the four consecutive months of disability
          or the day on which the shorter periods of
          disability equal an aggregate of six months, by
          Notice of Termination, terminate the Executive's
          employment hereunder.  In the event of such
          termination, the Term will terminate on the date
          of such termination and the Company will (a) pay
          to the Executive, or to his estate, a lump sum
          amount in cash equal to the product of three times
          Executive's Annual Salary then in effect (or, if
          the Executive's Annual Salary has been reduced in
          breach of this Agreement, the Executive's Annual
          Salary before such reduction), and (b) any
          Benefits that have vested in the Executive at the
          time of such termination as a result of his
          participation in any benefit plans of the Company
          or any of its affiliates will be paid to the
          Executive, or to his estate or designated
          beneficiary, subject to the provisions of such
          plans.

               9.3  TERMINATION BY THE EXECUTIVE.  Any termination of this
          Agreement by the Executive during the Term, except such
          termination for Good Reason, will be deemed to be a
          breach of the terms of this Agreement and will entitle
          GMI and its affiliates to discontinue payment of all
          Annual Salary, Incentive Bonuses and Benefits accruing
          from and after the Date of Termination.  Any Benefits
          that have vested in the Executive at the time of such
          termination as a result of his participation in any of
          the Company's benefit plans will be paid to the
          Executive, or to his estate or designated beneficiary,
          subject to the provisions of such plans.

                 9.4  TERMINATION FOR CAUSE.  The Company has the right,
          at any time during the Term, subject to all of the
          provisions hereof, exercisable by serving a Notice
          of Termination, to terminate the Executive's
          employment under this Agreement and discharge the
          Executive for Cause.  If such right is exercised,
          the obligations of GMI and the Company to the
          Executive will be limited solely to payment by the
          Company of unpaid Annual Salary accrued, and
          subject to the provisions of the applicable
          benefit plans, any Benefits vested up to the
          effective date specified in the Company's Notice
          of Termination. Prior to the effectiveness of any
          termination or discharge of the Executive for
          Cause under this Agreement, the Executive will be
          given thirty days from the date he receives the
          Notice of Termination and an opportunity to be
          heard by the Board in the event the Executive
          disputes the allegations, facts, or circumstances
          claimed to provide the basis for such termination
          or discharge.

               9.5  TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY THE
          EXECUTIVE FOR GOOD REASON.  The Company has the right,
          at any time during the Term, subject to all of the
          provisions hereof, to terminate the Executive's
          employment under this Agreement and discharge the
          Executive without Cause. Furthermore, notwithstanding
          any other provision of this Agreement, the Executive's
          employment under this Agreement may be terminated at
          any time during the Term by the Executive for Good
          Reason. For purposes of this Agreement, any good faith
          determination of "Good Reason" made by the Executive
          will be conclusive.  In the event of termination of
          employment either by the Company without Cause or by
          the Executive for Good Reason, the Company will pay the
          following severance payments and benefits to the
          Executive:

                 (i)  Cash in the amount of the Executive's Annual
                      Salary through the Date of Termination to the
                      extent not theretofore paid;

                 (ii) Any and all compensation deferred under a deferred
                      compensation plan or program of GMI or any of its
                      affiliates in a lump sum cash payment;

                 (iii)The greater of (a) the Executive's Annual Salary
                      for the number of full months remaining in the
                      Term of this Agreement had the Executive's
                      employment not been so terminated or (b) the
                      product of two (2) times the Executive's Annual
                      Salary, in each case based on the Annual Salary of
                      the Executive in effect on the Date of Termination
                      (or, if the Executive's Annual Salary has been
                      reduced in breach of this Agreement, the
                      Executive's Annual Salary before such reduction)
                      and payable in equal monthly installments over the
                      greater of the remaining Term of this Agreement or
                      two (2 ) years following the Date of Termination
                      (the "Salary Continuation Period");

                 (iv) A lump sum cash amount equal to the greater of
                      (a) the sum of actual Incentive Bonuses paid or
                      payable to the Executive, including any amount
                      deferred (whether mandatory or elective) or (b)
                      the sum of target Incentive Bonuses established
                      for the Executive, in either case for the two
                      years immediately prior to the Date of
                      Termination, payable within 30 days after the Date
                      of Termination.

                  v)  The continuation of the provision of health
                      insurance, dental insurance and life insurance
                      benefits for the Salary Continuation Period to the
                      Executive and the Executive's family at least
                      equal to those which would have been provided to
                      them in accordance with the plans, programs,
                      practices and policies of the Company as in effect
                      and applicable generally to other peer executives
                      and their families during the 90-day period
                      immediately preceding the Date of Termination;
                      provided, however, that if the Executive becomes
                      re-employed with another employer and is eligible
                      to receive medical or other welfare benefits under
                      another employer provided plan, the medical and
                      other welfare benefits described herein will be
                      secondary to those provided under such other plan
                      during such applicable period of eligibility; and

                 (vi) The continued accrual of years of service under
                      any and all defined benefit retirement plans
                      sponsored or maintained by GMI or any affiliate
                      controlled by GMI in effect on and in which the
                      Executive was a participant on the Date of
                      Termination, in each case for the Salary
                      Continuation Period, but in no event beyond the
                      date the Executive or the Executive's spouse
                      begins to receive a benefit under any such plan.

            9.6  TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN
                 CONTROL.  If, during the Effective Period, the Company
                 terminates the Executive's employment other than for
                 Cause or the Executive terminates his employment with
                 the Company for Good Reason, the Company will pay the
                 following to the Executive:

                 (i)  Cash in the amount of The Executive's Annual
                      Salary through the Date of Termination to the
                      extent not theretofore paid;

                 (ii) Any and all compensation deferred under a deferred
                      compensation plan or program of GMI or any of its
                      affiliates in a lump sum cash payment;

                 (iii)The greater of (a) the Executive's Annual
                      Salary for the number of full months remaining in
                      the Term of this Agreement had the Executive's
                      employment not been so terminated or (b) the
                      product of three (3) times the Executive's Annual
                      Salary, in each case based on the Annual Salary of
                      the Executive in effect on the Date of Termination
                      (or, if the Executive's Annual Salary has been
                      reduced in breach of this Agreement, the
                      Executive's Annual Salary before such reduction)
                      and payable in equal monthly installments over the
                      greater of the remaining Term of this Agreement or
                      three (3) years following the Date of Termination
                      (the "CIC Salary Continuation Period");

                 (iv) A lump sum cash amount equal to three times the
                      greater of  (a) the highest Incentive Bonus paid
                      or payable to the Executive, including any amount
                      deferred (whether mandatory or elective) in any
                      one year in the three years prior to the Date of
                      Termination, or (b) the highest target Incentive
                      Bonus established for the Executive in the three
                      years immediately prior to the Date of
                      Termination, in either case, payable within 30
                      days after the Date of Termination.

                 (v)  The continuation of the provision of health
                      insurance, dental insurance and life insurance
                      benefits for the CIC Salary Continuation Period to
                      the Executive and the Executive's family at least
                      equal to those which would have been provided to
                      them in accordance with the plans, programs,
                      practices and policies of the Company as in effect
                      and applicable generally to other peer executives
                      and their families during the 90-day period
                      immediately preceding the Effective Period or on
                      the Date of Termination, at the election of the
                      Executive; provided, however, that if the
                      Executive becomes re-employed with another
                      employer and is eligible to receive medical or
                      other welfare benefits under another employer
                      provided plan, the medical and other welfare
                      benefits described herein will be secondary to
                      those provided under such other plan during such
                      applicable period of eligibility; and

                 (vi) The continued accrual of years of service under
                      any and all defined benefit retirement plans
                      sponsored or maintained by GMI or any affiliate
                      controlled by GMI in effect on and in which the
                      Executive was a participant on the Date of
                      Termination, in each case for the CIC Salary
                      Continuation Period; but in no event beyond the
                      date the Executive or the Executive's spouse
                      begins to receive a benefit under any such plan.

            9.7  "BASIC EARNINGS" UNDER RETIREMENT PLANS. Any and all
                 amounts paid under this Agreement in the amount of or
                 otherwise in respect of the Executive's Annual Salary
                 and Incentive Bonuses, whether or not deferred under a
                 deferred compensation plan or program, are intended to
                 be and will be "Basic Earnings" for purposes of
                 determining Basic Earnings under any and all retirement
                 plans sponsored or maintained by GMI or any affiliate
                 controlled by GMI.

10.         EFFECT OF RETIREMENT OR DISABILITY PAYMENTS.  In the event
the Executive or the Executive's spouse begins to receive a
benefit under one or more retirement plans sponsored or
maintained by GMI or by any affiliate of GMI or begins to receive
any disability payment that has been funded or insured wholly or
in part at the expense of GMI or any affiliate of GMI, the
amounts that the Executive or the Executive's spouse would
otherwise be entitled to receive under this Agreement in the
amount of or otherwise in respect of the Executive's Annual
Salary will be reduced by the amount of any such retirement
benefit or disability payments, as the case may be.

11.         MITIGATION OF DAMAGES.  The Executive will not be required
to mitigate damages or the amount of any payment provided for
under this Agreement by seeking other employment or otherwise.
Except as otherwise specifically provided in this Agreement, the
amount of any payment provided for under this Agreement will not
be reduced by any compensation earned by the Executive as the
result of self-employment or employment by another employer or
otherwise.


12.         TAX EFFECT.

            12.1 If GMI's independent accounting firm determines that
                 any non-stock payment or distribution, as defined
                 below, by GMI or any of its affiliates to or for the
                 benefit of the Executive (whether paid or payable or
                 distributed or distributable pursuant to the terms of
                 this Agreement or otherwise) (a "Payment") constitutes
                 a "parachute payment" as defined in Section 280G of the
                 Internal Revenue Code of 1986, as amended (the "Code")
                 (or any successor provision thereto) ("Parachute
                 Payment") which would be subject to the excise tax
                 imposed by Section 4999 of the Code, or any interest or
                 penalties are incurred by the Executive with respect to
                 such excise tax (such excise tax, together with any
                 such interest and penalties, are hereinafter
                 collectively referred to as the "Excise Tax"), then the
                 Executive will be entitled to receive an additional
                 payment (a "Gross-Up Payment") in an amount equal to
                 the sum of the Excise Tax, any and all federal, state
                 and local income taxes and Medicare tax on the Excise
                 Tax, and the excise tax imposed by Section 4999 of the
                 Code on the Excise Tax, together with any interest or
                 penalties incurred by the Executive with respect to
                 such income, Medicare and excise taxes.  For purposes
                 of this Section 12, a "non-stock payment or
                 distribution" is a payment, distribution, deemed
                 payment, or deemed distribution that is not in the form
                 of or in respect of a security that represents an
                 equity interest in GMI or a derivative thereof,
                 including without limitation GMI stock, restricted GMI
                 stock, GMI performance stock, stock options and stock
                 appreciation rights in respect of GMI stock, the lapse
                 or termination of any restriction in respect of any of
                 the foregoing, and any other similar interest, right or
                 benefit.

             2.2 Subject to the provisions of Section 12.4 below, all
                 determinations required to be made under this Section
                 12, including whether and when a Gross-Up Payment is
                 required, the amount of such Gross-Up Payment and the
                 assumptions to be utilized in arriving at such
                 determinations, will be made by GMI's independent
                 accounting firm, which will provide detailed supporting
                 calculations both to the Company and the Executive
                 within 15 business days of the receipt of notice from
                 the Executive that there has been a Payment, or such
                 earlier time as is requested by the Company.  All fees
                 and disbursements of GMI's independent accounting firm
                 will be paid by the Company.

            12.3 Any Gross-Up Payment will be paid by the Company to the
                 Executive within five days of the Company's receipt of
                 the determination of GMI's independent accounting firm.
                 If such firm determines that no Excise Tax is payable
                 by the Executive, it will furnish the Executive with a
                 written opinion that the Executive has substantial
                 authority not to report any Excise Tax on the
                 Executive's Federal income tax return.  If the
                 Executive is subsequently required to make a payment of
                 any Excise Tax, then GMI's independent accounting firm
                 will determine the amount of such additional payment
                 ("Gross-Up Underpayment"), and any such Gross-Up
                 Underpayment will be promptly paid by the Company to or
                 for the benefit of the Executive.  The fees and
                 disbursements of GMI's independent accounting firm will
                 be paid by the Company.

                 12.4 The Executive will notify the Company in writing within
                 15 days of any claim by the Internal Revenue Service
                 that, if successful, would require the payment by the
                 Company of a Gross-Up Payment.  If the Company notifies
                 the Executive in writing that it desires to contest
                 such claim and that it will bear the costs and provide
                 the indemnification as required by this paragraph, the
                 Executive will:

                 (i)  give the Company any information reasonably
                      requested by the Company relating to such claim,

                 (ii) take such action in connection with contesting
                      such claim as the Company reasonably requests in
                      writing from time to time, including, without
                      limitation, accepting legal representation with
                      respect to such claim by an attorney reasonably
                      selected by the Company,

                 (iii)cooperate with the Company in good faith in order
                      to effectively contest such claim, and

                 (iv) permit the Company to participate in any
                      proceedings relating to such claim; provided,
                      however, that the Company will bear and pay
                      directly all costs and expenses (including
                      additional interest and penalties) incurred in
                      connection with such contest and will indemnify
                      and hold the Executive harmless, on an after-tax
                      basis, for any Excise Tax or income tax, including
                      interest and penalties with respect thereto,
                      imposed as a result of such representation and
                      payment of costs and expenses.  The Company will
                      control all proceedings taken in connection with
                      such contest; provided, however, that if the
                      Company directs the Executive to pay such claim
                      and sue for a refund, the Company will advance the
                      amount of such payment to the Executive, on an
                      interest-free basis, and will indemnify and hold
                      the Executive harmless, on an after-tax basis,
                      from any Excise Tax or income tax, including
                      interest or penalties with respect thereto,
                      imposed with respect to such advance or with
                      respect to any imputed income with respect to such
                      advance.

            12.5 If, after the receipt by the Executive of an amount
                 advanced by the Company pursuant to Section 12.4(iv),
                 the Executive becomes entitled to receive any refund
                 with respect to such claim, the Executive will, within
                 10 days of receipt thereof, pay to the Company the
                 amount of such refund, together with any interest paid
                 or credited thereon after taxes applicable thereto.
                 If, after the receipt by the Executive of an amount
                 advanced by the Company pursuant to Section 12.4(iv), a
                 determination is made that the Executive will not be
                 entitled to any refund with respect to such claim and
                 the Company does not notify the Executive in writing of
                 its intent to contest such denial of refund prior to
                 the expiration of 30 days after such determination,
                 then such advance will be forgiven and will not be
                 required to be repaid and the amount of such advance
                 will offset, to the extent thereof, the amount of
                 Gross-Up Payment required to be paid.

13.         LEGAL FEES.  In the event of a dispute or disagreement
regarding the right of the Executive to receive any compensation
or other benefit under this Agreement or the amount of such
compensation or other benefit, the Executive will be reimbursed
by the Company for any and all attorney's fees and other costs
and expenses as and when expended by the Executive in connection
with such dispute or disagreement, regardless of the outcome
thereof.  Further, in the event the Executive becomes entitled to
any monies or benefits hereunder, the Company agrees to pay such
monies and provide such benefits without regard to any and all
claims, offsets or causes of action which the Company or any of
its affiliates may have against the Executive until such time, if
ever, as the Company will have obtained a final judgment in its
favor in a court of competent jurisdiction regarding such claim,
offset or cause of action.

14.         INDEMNIFICATION.  The Executive will be entitled to
indemnification of claims arising by reason of the fact that the
Executive is or was a director or officer of GMI or its
affiliates in accordance with the standard terms of
indemnification attached hereto as Attachment A.

15.         EXECUTIVE'S REPRESENTATIONS AND WARRANTIES.

            15.1 The Executive warrants and represents that he was not
                 terminated from employment with Diamond Offshore
                 Drilling Inc. for any reason that would be deemed to
                 constitute "cause" within the meaning of his employment
                 agreement with Diamond Offshore Drilling Inc.

            15.2 The Executive warrants that he will not, during the
                 course of his employment under this Agreement, disclose
                 any confidential or proprietary information obtained
                 during his prior employment relationships, and will not
                 use such confidential information in a manner that
                 would violate his contractual obligations to prior
                 employers.  In addition, the Executive warrants that he
                 will comply with the nonsolicitation of employees
                 requirement of his prior employment agreement with
                 Diamond Offshore Drilling Inc.

            15.3 The Executive warrants that the execution and
                 performance of this Agreement is not in violation of
                 any existing agreement to which he is a party.

16.         NOTICES.  Any notice provided for in this Agreement will be
given in writing and be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid.  Any such notice
will be deemed given when so delivered personally, telegraphed,
telexed or sent by facsimile transmission, or, if mailed, on the
date of actual receipt thereof.  Notices will be properly
addressed to the parties at their respective addresses set forth
below or to such other address as either party may later specify
by notice to the other in accordance with the provisions of this
paragraph:

            If to the Company and GMI:

            Global Marine Inc.
            777 North Eldridge Parkway
            Houston, Texas  77079-4493
            Attention:  Corporate Secretary


            If to the Executive:

            Robert E. Rose
            703 St. Ives
            Houston, Texas  77079

17.         ENTIRE AGREEMENT.  This Agreement contains the entire
agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, written or oral, with
respect thereto, including, without limitation, any and all prior
employment or severance agreements and related amendments entered
into between GMI, the Company and the Executive.  Furthermore,
the payments and benefits provided for under this Agreement are
separate and apart from and, to the extent paid, will be in lieu
of any payment under any plan or policy of GMI or its affiliates
regarding the payment of severance benefits generally.

18.         WAIVERS AND AMENDMENTS.  This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument
signed by the parties hereto or, in the case of a waiver, by the
party waiving compliance.  No delay on the part of any party in
exercising any right, power or privilege hereunder will operate
as a waiver thereof, nor will any waiver on the part of any party
of any such right, power or privilege hereunder, nor any single
or partial exercise of any right, power or privilege hereunder,
preclude any other or further exercise thereof or the exercise of
any other right, power or privilege hereunder.

19.         GOVERNING LAW.  This Agreement will be governed by and
construed in accordance with the laws of the state of Texas
(without giving effect to the choice of law provisions thereof),
where the employment of the Executive will be deemed, in part, to
be performed, and enforcement of this Agreement or any action
taken or held with respect to this Agreement will be taken in the
courts of appropriate jurisdiction in Houston, Texas.

20.         ASSIGNMENT.  This Agreement, and any rights and obligations
hereunder, may not be assigned by the Executive and may be
assigned by GMI or the Company only to any successor in interest,
whether by merger, consolidation, acquisition or the like, or to
purchasers of substantially all of the assets of GMI or the
Company, as the case may be.

21.         BINDING AGREEMENT.  This Agreement will inure to the benefit
of and be binding upon GMI, the Company and their respective
successors and assigns and the Executive and his legal
representatives.

22.         COUNTERPARTS.  This Agreement may be executed in separate
counterparts, each of which when so executed and delivered will
be deemed an original, but all of which together will constitute
one and the same instrument.

23.         HEADINGS.  The headings in this Agreement are for reference
purposes only and will not in any way affect the meaning or
interpretation of this Agreement.

24.         AUTHORIZATION.  The Company represents and warrants that the
Board and the Board of Directors of the Company have authorized
the execution of this Agreement.

25.         VALIDITY.  The invalidity or unenforceability of any
provisions of this Agreement will not affect the validity or
enforceability of any other provisions of this Agreement, which
will remain in full force and effect.

26.         VALIDITY CONTEST. The Company will promptly pay any and all
legal fees and expenses incurred by the Executive from time to
time as a direct result of GMI or the Company contesting the due
execution, authorization, validity or enforceability of this
Agreement.

27.         NO PRESUMPTION AGAINST INTEREST. This Agreement has been
negotiated, drafted, edited and reviewed by the respective
parties, and, therefore, no provision arising directly or
indirectly here from will be construed against any party as being
drafted by said party.

28.         TAX WITHHOLDING.  GMI and the Company will have the right to
deduct from all benefits and/or payments made under this
Agreement to the Executive any and all taxes required by law to
be paid or withheld with respect to such benefits or payments.

            IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

The Company                                  The Executive
GLOBAL MARINE
CORPORATE SERVICES INC.
                                             s / Robert E. Rose
                                             Robert E. Rose
s / Thomas R. Johnson
Thomas R. Johnson
Vice President


GMI
GLOBAL MARINE INC.


s / W. Matt Ralls
W. Matt Ralls
Senior Vice President,
Chief Financial Officer and Treasurer

                           ATTACHMENT A

                              [DATE]



[NAME AND ADDRESS]


Dear               :

  This letter will confirm the agreement and understanding
between Global Marine Inc. (the "Company") and you regarding
indemnification in connection with your service as a director,
officer, employee or agent of the Company.

  It is and has been the policy of the Company to indemnify
its officers and directors and certain employees and agents
against any costs, expenses and other liabilities to which they
may become subject by reason of their service to the Company, and
to insure them against such liabilities, as and to the extent
available at a commercially reasonable rate, permitted by
applicable law and in accordance with the principles of good
corporate governance.  In this regard, the Company's By-laws
(Section III-11) require that the Company indemnify and advance
costs and expenses to (collectively "indemnify") its directors
and officers, in each case including indemnity in respect of
service at the request of the Company as a director or officer of
an affiliate, and provide that the Company may indemnify its
employees and agents, as permitted by Delaware law.  A copy of
the relevant provisions of the Company's By-laws, as currently in
effect, are attached hereto.

  In consideration of your service to the Company, the Company
shall indemnify you, and hereby confirms its agreement to
indemnify you, to the full extent provided by applicable law and
the By-laws of the Company as currently in effect.  In
particular, as provided by the By-laws, the Company shall make
any necessary determination as to your entitlement to
indemnification in respect of any liability within 60 days of
receiving a written request from you for indemnification against
such liability.  You have agreed to provide the Company with such
information or documentation as the Company may reasonably
request to evidence the liabilities against which indemnification
is sought or as may be necessary to permit the Company to submit
a claim in respect thereof under any applicable directors and
officers liability insurance or other liability insurance policy.
You have further agreed to cooperate with the Company in the
making of any determination regarding your entitlement to
indemnification.  If the Company does not make a determination
within the required 60-day period, a favorable determination will
be deemed to be made, and you shall be entitled to payment,
subject only to your written agreement to refund such payment if
a contrary determination is later made.  In the event the Company
shall determine that you are not entitled to indemnification, the
Company shall give you written notice thereof specifying the
reason therefor, including any determinations of fact or
conclusions of law relied upon in reaching such determination.
Notwithstanding any determination made by the Company that you
are not entitled to indemnification, you shall be entitled to
seek a de novo judicial determination of your right to
indemnification under the By-laws, this Agreement or otherwise by
commencing an appropriate action therefor within 180 days after
the Company shall notify you of its determination.  The Company
shall not oppose any such action by reason of any prior
determination made by it as to your right to indemnification or,
except in good faith, raise any objection not specifically
relating to the merits of your indemnification claim or not
considered by the Company in making its own determination.  In
any such proceeding, the Company shall bear the burden of proof
in showing that your conduct did not meet the applicable standard
of conduct required by the By-laws or applicable law for
indemnification.  It is understood that, as provided in Section
III-11 of the By-laws, any expenses incurred by you in any
investigation or proceeding by the Company or before any court
commenced for the purpose of making any such determination shall
be reimbursed by the Company.  No future amendment of the By-laws
shall diminish your rights under this Agreement, unless you shall
have consented to such amendment.

  Your right to indemnification as aforesaid shall be in
addition to any right to remuneration to which you may from time
to time be entitled as a director, officer, employee or agent of
the Company.

  It is understood and agreed that your right to
indemnification shall not entitle you to continue in your present
position with the Company or any future position to which you may
be appointed or elected and that you shall be entitled to
indemnification under the By-laws only in respect to liabilities
arising out of acts or omissions or alleged acts or omissions by
you as a director, officer, employee or agent or as otherwise
provided by the By-laws, but you shall be entitled to such
indemnification with respect to any such liability, whether
incurred or arising during or after your service as a director,
officer, employee or agent and whether before or after the date
of this letter, in respect of any claim, cause, action,
proceeding or investigation, whether commenced, accruing or
arising during or after your service as a director, officer,
employee or agent and whether before or after the date of this
letter.

  This Agreement shall terminate upon the later of (i) the
tenth anniversary of the date on which you shall cease to be a
director, officer, employee or agent of the Company or (ii) the
final termination or resolution of all actions, suits,
proceedings or investigations commenced within such ten-year
period and relating to the Company or any of its affiliates or
your services thereto to which you may be or become a party and
of all claims for indemnifications by you under this Agreement
asserted within such ten-year period.

  It is understood and agreed that this Agreement is binding
upon the Company and its successors and shall inure to your
benefit and that of your heirs, distributees and legal
representatives.  If any provisions of this Agreement shall be
deemed by a court of competent jurisdiction to be invalid,
illegal or unenforceable, the balance of this Agreement shall
remain in effect, and if any provision is inapplicable to any
person or circumstance, it shall nevertheless remain applicable
to all other persons and circumstances.  This Agreement, and the
interpretation and enforcement thereof, shall be governed by the
laws of the state of Delaware.  In confirmation of the provisions
of the Company's By-laws, the Company hereby agrees to pay, and
you shall be held harmless from and indemnified against, any
costs and expenses (including attorneys' fees) which you may
reasonably incur in connection with any challenge to the validity
of, or the performance and enforcement of, this Agreement, in the
same manner as provided by the Company's By-laws.

  If the foregoing is in accordance with your understanding of
our agreement, kindly countersign the enclosed copy of this
letter, whereupon this letter shall become a binding agreement in
accordance with the laws of the state of Delaware.


                           GLOBAL MARINE INC.



                                                                By:
                                ______________________________
                                          [OFFICER]



_______________________________
[NAME]


                        GLOBAL MARINE INC.
                 BY-LAW REGARDING INDEMNIFICATION


  SECTION III-11 INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS:  (a)(i)  The corporation, to the full
extent permitted, and in the manner required by the laws of the
state of Delaware, as in effect at the time of the adoption of
this revised Section III-11 or as such laws may be amended from
time to time, shall indemnify any person who was or is made a
party to or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (including any
appeal thereof), whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation), by reason of the fact that such person is or was a
director or officer of the corporation, or, if at a time when he
was a director or officer of the corporation, is or was serving
at the request of the corporation as a director, officer,
partner, trustee, fiduciary, employee or agent (a "Subsidiary
Officer") of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise (an "Affiliated
Entity"), against expenses (including attorneys' fees), costs,
judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or
not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful; provided,
however, that the corporation shall not be obligated to indemnify
against any amount paid in settlement unless the corporation has
consented to such settlement, which consent shall not be
unreasonably withheld.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, that such person
had reasonable cause to believe that his conduct was unlawful.
Notwithstanding anything to the contrary in the foregoing
provisions of this subparagraph (i) and except for any action,
suit or proceeding brought on behalf of a person to enforce the
right to indemnification hereunder or otherwise, a person shall
not be entitled, as a matter of right, to indemnification
pursuant to this subparagraph (i) against costs or expenses
incurred in connection with any action, suit or proceeding
commenced by such person against any person who is or was a
director, officer, fiduciary, employee or agent of the
corporation or a Subsidiary Officer of an Affiliated Entity, but
such indemnification may be provided by the corporation in any
specific case as permitted by paragraph (f) of this Section III-
11.

  (ii)  The corporation may indemnify any employee or agent of
the corporation in the manner and to the extent that it shall
indemnify any director or officer under this paragraph (a),
including indemnity in respect of service at the request of the
corporation as a Subsidiary Officer of an Affiliated Entity.

  (b)(i)  The corporation, to the full extent permitted, and
in the manner required by the laws of the state of Delaware, as
in effect at the time of the adoption of this Section III-11 or
as such laws may be amended from time to time, shall indemnify
any person who was or is made a party to or is threatened to be
made a party to any threatened, pending or completed action or
suit (including any appeal thereof) brought in the right of the
corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the
corporation, or, if at a time when he was a director or officer
of the corporation, is or was serving at the request of the
corporation as a Subsidiary Officer of an Affiliated Entity,
against expenses (including attorneys' fees) and costs actually
and reasonably incurred by such person in connection with such
action or suit if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless, and except to the extent that, the Court of
Chancery of the state of Delaware or the court in which such
judgment was rendered shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses and costs as the Court of
Chancery of the state of Delaware or such other court shall deem
proper.  Notwithstanding anything to the contrary in the
foregoing provisions of this subparagraph (b)(i), a person shall
not be entitled, as a matter of right, to indemnification
pursuant to this subparagraph (b)(i) against costs and expenses
incurred in connection with any action or suit in the right of
the corporation commenced by such person, but such
indemnification may be provided by the corporation in any
specific case as permitted by paragraph (f) of this Section III-
11.

  (ii)  The corporation may indemnify any employee or agent of
the corporation in the manner and to the extent that it shall
indemnify any director or officer under this paragraph (b),
including indemnity in respect of service at the request of the
corporation as a Subsidiary Officer of an Affiliated Entity.

  (c)  Any indemnification under paragraph (a) or (b) of this
Section III-11 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper under the circumstances because such
person has met the applicable standard of conduct set forth in
paragraph (a) or (b) of this Section III-11.  Such determination
shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to the
action, suit or proceeding in respect of which indemnification is
sought or by majority vote of the members of a committee of the
Board of Directors composed of at least three members each of
whom is not a party to such action, suit or proceeding, or (ii)
if such a quorum is not obtainable and/or such a committee is not
established or obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (iii) by the stockholders.  In the event
a request for indemnification is made by any person referred to
in subparagraph (i) of paragraph (a) or subparagraph (i) of
paragraph (b), the corporation shall cause such determination to
be made not later than 60 days after such request is made.

  (d)(i)  Notwithstanding the other provisions of this Section
III-11, to the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
paragraph (a) or (b) of this Section III-11, or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) and costs actually
and reasonably incurred by such person in connection therewith.

  (ii)  To the extent any person who is or was a director or
officer of the corporation has served or prepared to serve as a
witness in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, or in any
investigation by the corporation or the Board of Directors
thereof or a committee thereof or by any securities exchange on
which securities of the corporation are or were listed or any
national securities association, by reason of his services as a
director or officer of the corporation or, if at a time when he
was a director or officer of the corporation, is or was serving
at the request of the corporation as a Subsidiary Officer of an
Affiliated Entity, the corporation shall indemnify such person
against expenses (including attorney's fees) and costs actually
and reasonably incurred by such person in connection therewith
within 30 days after the receipt by the corporation from such
person of a statement requesting such indemnification, averring
such service and reasonably evidencing such expenses and costs.
The corporation may indemnify any employee or agent of the
corporation to the same extent it is required to indemnify any
director or officer of the corporation pursuant to the foregoing
sentence of this paragraph.

  (e)(i)  Expenses and costs incurred by any person referred
to in subparagraph (i) of paragraph (a) or subparagraph (i) of
paragraph (b) of this Section III-11 in defending a civil,
criminal, administrative or investigative action, suit or
proceeding shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that such person is
not entitled to be indemnified by the corporation as authorized
by this Section III-11.

  (ii)  Expenses and costs incurred by any person referred to
in subparagraph (ii) of paragraph (a) or subparagraph (ii) of
paragraph (b) of this Section III-11 in defending a civil,
criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by
the Board of Directors, a committee thereof or an officer of the
corporation or a committee thereof authorized to so act by the
Board of Directors upon receipt of an undertaking by or on behalf
of such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by
the corporation as authorized by this Section III-11.

  (f)  The provision of indemnification to or the advancement
of expenses and costs to any person under this Section III-11, or
the entitlement of any person to indemnification or advancement
of expenses and costs under this Section III-11, shall not limit
or restrict in any way the power of the corporation to indemnify
or advance expenses and costs to such person in any other way
permitted by law or be deemed exclusive of any right to which any
person seeking indemnification or advancement of expenses and
costs may be entitled under any law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in such person's capacity as an officer, director,
employee or agent of the corporation and as to action in any
other capacity while holding any such position.

  (g)  The indemnification provided or permitted under this
Section III-11 shall apply in respect of any expense, costs,
judgment, fine, penalty or amount paid in settlement, whether or
not the claim or cause of action in respect thereof accrued or
arose before or after the effective date of this revised Section
III-11.  The right of any person who is or was a director,
officer, employee or agent of the corporation to indemnification
and advance payment of expenses and costs under this Section III-
11 shall continue after he shall have ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, distributees, executors, administrators and other legal
representatives of such person.

  (h)  This Section III-11 shall be deemed to create a binding
obligation on the part of the corporation to its current and
former officers and directors and their heirs, distributees,
executors, administrators and other legal representatives, and
each director or officer in acting in such capacity shall be
entitled to rely on the provisions of this Section III-11,
without giving notice thereof to the corporation.

  (i)  The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a Subsidiary Officer of any Affiliated
Entity, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation
would have the power to indemnify such person against such
liability under the provisions of this Section III-11 or
applicable law.

  (j)(i) For purposes of this Section III-11, references to
"the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its corporate existence had continued, would
have been permitted under applicable law to indemnify its
directors, officers, employees or agents, so that any person who
is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of
such constituent corporation as a Subsidiary Officer of any
Affiliated Entity, shall stand in the same position under the
provisions of this Section III-11 with respect to the resulting
or surviving corporation as such person would have with respect
to such constituent corporation if its separate existence had
continued.

  (ii)  For purposes of this Section III-11, references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner such person reasonably believed to
be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interest of the corporation" as referred
to in this Section III-11.