<PAGE>

                                                                    EXHIBIT 10.5

                        GLOBAL MARINE SEVERANCE PROGRAM

                         FOR SHOREBASED STAFF PERSONNEL

                   Summary Plan Description and Plan Document

                (Amended and Restated Effective August 16, 2001)

 1. PURPOSE OF THE PLAN
 -  -------------------

The Global Marine Severance Program for Shorebased Staff Personnel was
originally adopted effective February 25, 1983, has been subsequently amended
and restated, and is hereby further amended and restated effective as of August
16, 2001.  The purposes of the Plan are:

  (a) To make Severance Benefits available to certain eligible Employees that
will financially assist with their transition following involuntary layoff from
employment with an Affiliate, other than for Cause, while the Plan is in effect;

  (b) To encourage the retention of Key Employees in the event of a threat of a
Change in Control and to ensure continued dedication and efforts of such Key
Employees without undue concern for personal financial and employment security;
and

  (c) To resolve any possible claims arising out of employment, including its
termination, by providing all eligible Employees with Severance Benefits in
return for a Waiver and Release from liability.

If an Employee qualifies for a benefit under this Plan, payments under this Plan
are voluntary and unconditional on the part of the Company and the other
Affiliates and are not required by any legal obligation other than the Plan
itself.

This Plan represents an amendment and restatement of all prior severance or
separation plans, practices or policies (other than individual contracts
providing for severance benefits) in effect with GMI, the Company or any other
Affiliate as of the effective date hereof with respect to those Employees
eligible for benefits under this Plan.  All such prior severance plans,
practices and policies are hereby superseded by this Plan, and are discontinued
and terminated with respect to such Employees.

 2. DEFINITIONS
 -  -----------

As used in this Plan, the following terms shall have the following meanings (and
the singular includes the plural, unless the context clearly indicates
otherwise):

Affiliate:  Each corporation, partnership or other business entity which is
---------
directly or indirectly controlled by GMI.
<PAGE>

Base Pay:  The Employee's base salary or pay, excluding bonuses, overtime,
--------
commissions, cost-of-living adjustments, special pay related to foreign
assignment, and other irregular or extra compensation, as of his or her
Separation Date.  Base salary or pay shall be appropriately converted to a
monthly or weekly amount, as applicable.  Semi-monthly base pay shall be
converted to a weekly amount by multiplying the semi-monthly amount by 24, then
dividing the product by 52.  Hourly base pay shall be multiplied by the
Employee's regularly scheduled hours per week.

Board:  The Board of Directors of GMI.
-----

Cause:  Termination from employment due to unacceptable or inadequate
-----
performance, misconduct, gross negligence, dishonesty, acts detrimental or
destructive to GMI or any Affiliate or to any employees or property of GMI or
any Affiliate, or any violation of the policies of GMI or any Affiliate.

Change in Control:
-----------------

  (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 by which the Key
Employee is employed or which directly or indirectly owns or controls any
Affiliate by which the Key Employee is employed (the "Outstanding GMI Common
Stock") or (B) the combined voting power of the then outstanding voting
securities of GMI or of any Affiliate by which the Key Employee is employed or
which directly or indirectly owns or controls any Affiliate by which the Key
Employee is employed entitled to vote generally in the election of directors
(the "Outstanding GMI Voting Securities"); provided, however, that the following
acquisitions will not constitute a Change in Control:  (I) any acquisition by
GMI or by any Affiliate that remains under GMI's control, (II) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by GMI
or by any Affiliate, (III) the sale, exchange, transfer or other disposition of
substantially all of the assets of GMI or of any Affiliate by which the Key
Employee is employed or which directly or indirectly owns or controls any
Affiliate by which the Key Employee is employed to the Chief Executive Officer
of GMI or of any Affiliate by which the Key Employee is employed or which
directly or indirectly owns or controls any Affiliate by which the Key Employee
is employed (the "CEO"), alone or with other officers, or a merger,
consolidation or other reorganization involving GMI or any Affiliate by which
the Key Employee is employed or which directly or indirectly owns or controls
any Affiliate by which the Key Employee 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
<PAGE>

"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 GMI Common Stock and Outstanding GMI
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 GMI Common Stock and Outstanding GMI Voting Securities, as the case
may be, (B) no Person (excluding GMI, any Affiliate that remains under GMI's
control, any employee benefit plan (or related trust) sponsored or maintained by
GMI or by any Affiliate 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 GMI Common Stock or Outstanding GMI 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 consolation 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
<PAGE>

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 by which the Key Employee 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 by which the Key Employee is employed or
which directly or indirectly owns or controls any Affiliate by which the Key
Employee 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
GMI Common Stock and Outstanding GMI 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 GMI Common Stock and Outstanding GMI Voting Securities, as the case
may be, (II) no Person (excluding GMI, any Affiliate that remains under GMI's
control, any employee benefit plan (or related trust) sponsored or maintained by
GMI or by any Affiliate and any Person beneficially owning, immediately prior to
such sale or other disposition, directly or indirectly, 35% or more of the
Outstanding GMI Common Stock or Outstanding GMI 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 assets.

Change in Control Involuntary Termination Date:  The date of (i) involuntary
----------------------------------------------
termination by GMI or any Affiliate, including for this purpose termination due
to inadequate performance or incompetence, but excluding termination due to an
act or acts of misconduct harmful to GMI or any Affiliate, 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 the
employees of GMI and/or any Affiliate generally, or (ii) voluntary termination
for Good Reason within six months following the occurrence of any event
constituting Good Reason.

COBRA:  The Consolidated Omnibus Budget Reconciliation Act of 1985, currently
-----
embodied in Internal Revenue Code Section 4980B, which provides for continuation
of group health plan coverage in certain circumstances.
<PAGE>

COBRA Rate:  The cost of continued coverage under COBRA, which as of January 1,
----------
2001 is 102% of the full group rate (including the employee's share and the
Company's share of the group coverage cost and a 2% administrative fee).

Company:  Global Marine Corporate Services Inc., a California corporation, and
-------
any successor to Global Marine Corporate Services Inc.

Employee:  An individual employed by any Affiliate who is (i) an active, regular
--------
(not temporary), full-time shorebased employee working in the United States,
(ii) a shorebased U.S. expatriate or, (iii) any other regular full time
shorebased employee above salary grade 37.  However, the definition of
"Employee" shall not include (i) any employee covered by a collective bargaining
agreement which does not provide for their coverage, and (ii) any independent
contractor or any person, regardless of whether such person is treated as an
employee for income tax purposes: (a) who is not on the Employer's payroll, (b)
who has agreed in writing to be treated as other than an employee, or (c) in the
case of persons subject to U.S. income tax, whose compensation is reported to
the Internal Revenue Service on a form other than Form W-2 or whose compensation
is reported on a Form W-2 by a person or entity other than an Affiliate.  The
determination of whether an Employee is on the Employer's payroll shall be made
by the Plan Administrator in its sole discretion.  For purposes of this
definition, "full-time" means regularly scheduled employment for at least 30
hours per week. An individual on unpaid leave under the Family Medical Leave Act
or short-term or long-term disability or Worker's Compensation will not be
considered an active Employee until the individual's return to active service or
the expiration of the applicable leave period.

Employee Severance Benefit:  A benefit described by Section 4(b) of the Plan.
--------------------------

Employer: Any Affiliate that employs the Employee.
--------

ERISA:  The Employee Retirement Income Security Act of 1974, as amended.
-----

GMI:  Global Marine Inc., a Delaware corporation, and any successor to Global
---
Marine Inc.

Good Reason:  Unless the Executive has consented in writing thereto, the
-----------
occurrence of any of the following:

  The assignment to the Key Employee of any duties inconsistent with the Key
Employee's position, including any change in status, title, authority, duties or
responsibilities or any other action which results in a diminution in such
status, title, authority, duties or responsibilities, excluding for this purpose
an isolated, insubstantial and inadvertent action not taken in bad faith and
which is remedied by GMI or the Key Employee's Employer promptly after receipt
of notice thereof given by the Key Employee;

  (v) A reduction in the Key Employee's base salary;

  (vi) A relocation of the Key Employee's office of more than 40 miles;
<PAGE>

  (vii)   Following a Change in Control, unless a plan providing a substantially
similar compensation or benefit is substituted, (A) the failure by GMI or any
Affiliate 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 Key Employee is participating prior to the Change
in Control, or (B) the taking of any action by GMI or any Affiliate which would
adversely affect the Key Employee's participation in or materially reduce his
benefits under any of such plans or deprive him of any material fringe benefit;
or

  (viii)  Following a Change in Control, the failure of GMI or the Key
Employee's Employer or an Affiliate which directly or indirectly owns or
controls the Employer, to obtain the assumption in writing of the Company's
obligations under this Plan 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.

     For purposes of this Plan, any good faith determination of "Good Reason"
made by the Key Employee will be conclusive.

Key Employee:  Any Employee in salary grade 42 or above.
------------

Key Employee Severance Benefit:  A benefit described in Section 4(a).
------------------------------

Layoff Date:  The date following the date designated by the Employer as the last
-----------
day on which an Employee shall remain in active employment with any Affiliate
due to involuntary layoff.

Participant:  Any Employee eligible for a Key Employee Severance Benefit or
-----------
Employee Severance Benefit.

Plan:  The Global Marine Severance Program for Shorebased Staff Personnel as
----
amended and restated through the effective date of this amendment and
restatement.

Plan Administrator:  The person or persons appointed by the Company to serve as
------------------
plan administrator.

Separation Date:  An Employee's Layoff Date or Change in Control Involuntary
---------------
Termination Date, as appropriate.

Service:  The Employee's total period of active, regular (not temporary), full-
-------
time employment with the Affiliates, including for this purpose any period of
disability that does not exceed 30 days.  For purposes of this definition,
"full-time" means regularly scheduled employment for at least 30 hours per week.

Severance Benefit:  A Key Employee Severance Benefit or Employee Severance
-----------------
Benefit described in Section 4 of this Plan.
<PAGE>

Severance Period:  The period of time, commencing on the Separation Date, equal
----------------
to the total number of months and/or weeks, as the case may be, of Base Pay that
a Participant is entitled to receive as a Severance Benefit under Section 4 of
this Plan.

Target Bonus:  With respect to any Key Employee, the annual bonus amount payable
------------
with respect to the year in which the Change in Control occurs assuming targeted
performance goals are achieved, or, if no such bonus amount is ascertainable,
the highest annual bonus received by the Key Employee during the three-year
period ending on the date of the Change in Control.

Waiver and Release:  The legal document in which an Employee, in exchange for
------------------
certain Severance Benefits under the Plan, releases the Affiliates, their
agents, servants, employees, officers, directors, insurance carriers, employee
benefit plans, and trustees, fiduciaries and agents of such plans, and any and
all other persons, firms, organizations and corporations from liability and
damages arising from or in connection with the Employee's employment or the
cessation of his employment or active employment by GMI and any Affiliate and
agrees to certain restrictions on disclosure of confidential information,
solicitation of employees and interference with the affairs of GMI and any
Affiliate.

 3. ELIGIBILITY AND PARTICIPATION
 -  -----------------------------

  (a) Eligibility for Key Employee Severance Benefit
      ----------------------------------------------

  1) A Key Employee shall receive a Key Employee Severance Benefit if (i) he or
she has a Change in Control Involuntary Termination Date within the 36-month
period following any Change in Control, and (ii) to the extent required by 4(a),
he or she executes and returns a Waiver and Release within a reasonable period
of time determined by the Plan Administrator and does not revoke such Waiver and
Release within seven days after signing it.

  2)  NO Key Employee Severance Benefit will be paid if:

  (i) the Key Employee's termination of employment results from death or
disability; or

  (ii) the Key Employee is, for any reason, entitled to severance benefits under
any other contract, agreement, plan, program or policy of GMI or any Affiliate
or under any agreement between the Key Employee and GMI or any Affiliate, other
than statutory benefits or benefits under this Plan; provided, however, that the
Key Employee and GMI and/or any Affiliate that are parties to such other
contract, agreement, plan, program or policy may in writing agree to cancel or
waive such other contract, agreement, plan, program, or policy and be governed,
instead, by the provisions of this Plan.

  (b)  Eligibility for Employee Severance Benefit
       ------------------------------------------
<PAGE>

  1) An Employee shall receive an Employee Severance Benefit if (i) the Employee
is involuntarily laid off from employment with the Employer (other than for
Cause) while the Plan is in effect, (ii) the Employee remains employed by his or
her Employer in good standing and at a satisfactory level of performance through
the date preceding the Separation Date, and (iii) to the extent required by
4(b), the Employee executes a Waiver and Release within a reasonable period of
time determined by the Plan Administrator and does not revoke such Waiver and
Release within seven days after signing it.

  2)  NO Employee Severance Benefit will be paid if:

  (i) the Employee's termination of employment results from death, disability,
or layoff during an unpaid leave of absence other than a leave of absence under
the Family Medical Leave Act; or

  (ii) the Employee is offered a shorebased position at the same or higher rate
of Base Pay by the Company or any other Affiliate, whether or not the Employee
accepts the position; or

  (iii)   the Employee accepts a shorebased position with the Company or any
other Affiliate at a lower level of Base Pay; or

  (iv) the Employee accepts a transfer to an offshore position in lieu of
Severance Benefits; provided that the Employee will remain eligible for
Severance Benefits if the Employee is subsequently laid off from the offshore
assignment during the six-month period commencing the date of transfer to the
offshore position, with the Severance Benefit calculated using the Base Pay in
effect prior to the transfer offshore; or

  (v) this Plan is amended in a way that makes the Employee ineligible or is
terminated before the Employee has returned an executed Waiver and Release and
has otherwise met all of the requirements for a Severance Benefit hereunder; or

  (vi) the Employee fails to return all property and materials of GMI and the
Affiliates to his or her supervisor or other appropriate representative of GMI
and the Affiliates upon layoff; or

  (vii)   the Employee is, for any reason, entitled to severance benefits or
retention benefits or bonuses under any other contract, agreement, plan, program
or policy of the Employer or under any agreement between the Employee and the
Employer, other than statutory benefits; or
<PAGE>

  (viii)  as a result of any sale or other transfer of any business or assets of
any Affiliate the Employee remains in substantially the same job notwithstanding
a change of employers as a result of such sale or transfer; or

 (ix) the Employee is entitled to receive a Key Employee Severance Benefit.

 4. BENEFIT CALCULATION AND PAYMENT
 -  -------------------------------

  (a)  Key Employee Severance Benefit
       ------------------------------

  1) A Key Employee eligible for a Key Employee Severance Benefit will receive
the following benefit, as appropriate:

  (i) A Key Employee who timely executes a Waiver and Release and does not
revoke such Waiver and Release within seven days following its execution shall
receive (i) two times the Key Employee's annual Base Pay, which will be paid by
continuing to pay the individual's Base Pay for a period of two years following
the Separation Date, plus (ii) a lump sum amount equal to the Target Bonus
payable ten days following the execution of the Waiver and Release without
revocation.

  (ii) A Key Employee who does not timely execute a Waiver and Release or who
revokes such Waiver and Release within seven days following its execution, will
receive continued Base Pay for six weeks following the Separation Date.

  2) If an individual agrees to re-employment with the Company or any Affiliate
while receiving Key Employee Severance Benefit payments in the form of continued
Base Pay, the Base Pay will be discontinued effective upon the date of his or
her return to the regular payroll.

  3) The Severance Benefit will be reduced by the amount of any statutory
redundancy or other legally required benefits received by the Key Employee as a
result or in respect of his or her termination.

 (b) Employee Severance Benefit
     --------------------------

 1)  Severance Benefit for Pre-1987 Hires.

Employees who were most recently hired, rehired, or recalled by an Affiliate
prior to January 1, 1987, and who are eligible for an Employee Severance Benefit
under Section 3 of this Plan shall receive (i) one month's Base Pay for each
$10,000 of current annual Base Pay, prorated for partial increments
<PAGE>

of $10,000, plus (ii) one week's Base Pay for each year of Service (with a two
week minimum), prorated for partial years of Service.

  (i) The maximum Severance Benefit allowed will be one year's current Base Pay.

  (ii) The Severance Benefit will be paid by continuing to pay the individual at
current Base Pay for the duration of the Severance Period; provided, however,
that Severance Benefit payments will not be made for more than six weeks
commencing on the Layoff Date unless the Employee timely executes, without
revocation, a Waiver and Release.

  (iii)   The Severance Benefit will continue even if the individual is
terminated following layoff.

  (iv) If an individual is recalled while receiving Severance Benefit payments,
the Severance Benefit will be discontinued effective upon the date of his or her
return to the regular payroll.

  (v) The Severance Benefit will be reduced by the amount of any statutory
redundancy or other legally required benefits received by the Employee as a
result or in respect of his or her layoff.

 2)  Severance Benefit for Post-1986 Hires.

Employees who were most recently hired, rehired, or recalled by an Affiliate on
or after January 1, 1987, and who are eligible for an Employee Severance Benefit
under Section 3 of this Plan shall receive (i) two weeks' Base Pay for each
$10,000 of current annual Base Pay, prorated for partial increments of $10,000,
plus (ii) one week's Base Pay for each year of Service (with a two week
minimum), prorated for partial years of Service.

 (i) The maximum Severance Benefit allowed will be six months' current Base Pay.

  (ii) The Severance Benefit will be paid by continuing to pay the individual at
current Base Pay for the duration of the Severance Period; provided, however,
that Severance Benefit payments will not be made for more than six weeks
commencing on the Layoff Date unless the Employee timely executes, without
revocation, a Waiver and Release.

  (iii)   The Severance Benefit will continue even if the individual is
terminated following layoff.
<PAGE>

  (iv) If an individual is recalled while receiving Severance Benefit payments,
the Severance Benefit will be discontinued effective upon the date of his or her
return to the regular payroll.

  (v) The Severance Benefit will be reduced by the amount of any statutory
redundancy or other legally required benefits received by the Employee as a
result or in respect of his or her layoff.

 5. CONTINUATION OF OTHER BENEFITS
 -  ------------------------------

A Participant who satisfies all the requirements for a Key Employee Severance
Benefit or an Employee Severance Benefit under this Plan shall, in addition to
the Severance Benefit, be entitled to the following benefits:

 (a) Medical/Dental Plan Benefits
     ----------------------------

A Participant shall be entitled to continue the medical and dental plan coverage
in effect on the Participant's Separation Date if the Participant is eligible
for and timely elects continuation of such coverage in accordance with COBRA.
The Participant shall pay the active employee rate with respect to coverage
during the Severance Period (or three months, if longer) and thereafter the full
COBRA Rate with respect to such coverage.  The eligibility of the Participant to
continue such coverage at both the active employee rate and full COBRA Rate
shall not exceed the period required by COBRA; provided, however, that with
respect to a Key Employee entitled to a Key Employee Severance Benefit, the 18-
month period of continuation required by COBRA shall be deemed to be 24 months.
Such benefits shall be governed by and subject to (1) the terms and conditions
of the plan documents providing such benefits, including the reservation of the
right to amend or terminate such benefits under those plan documents at any
time, and (2) the provisions of COBRA.  The period of coverage provided under
this section shall constitute continuation coverage required by COBRA.

 (b) Life Insurance
     --------------

The Participant's coverage under any life insurance benefit provided by GMI or
any Affiliate, as in effect immediately preceding the Participant's Separation
Date, shall continue for the Severance Period (or three months, if longer),
subject to payment of the employee portion of the premium.

 (c) Savings and Pension Plans Benefits
     ----------------------------------

The Participant shall be entitled to the benefits, if any, to which the
Participant would otherwise be entitled under the Company's savings and pension
plans pursuant to the terms in effect during the Severance Period.
<PAGE>

 (d) Disability Benefits
     -------------------

The Participant's coverage under the Short-Term and Long Term Disability Plans
of the Company shall cease on the Separation Date.

 (e) Flexible Spending Accounts ("FSA")
     ----------------------------------

A Participant's rights under the Company's Health Care Reimbursement Plan and
Dependent Care Reimbursement Plan shall be governed by the provisions of those
plans and, with respect to the Health Care Reimbursement Plan, the provisions of
COBRA.  Claims may be submitted by the Participant for eligible expenses
incurred during the applicable period as determined under the terms and
provisions of the FSA.

 (f) All Other Benefit Plans or Programs
     -----------------------------------

A Participant's participation in all other employee benefit plans and/or
programs of GMI or the Affiliates shall cease as of his or her Separation Date,
subject to the terms and conditions of the governing documents of those employee
benefit plans and/or programs.

 6. TAX EFFECT
 -  ----------

   (a) If GMI's independent accounting firm determines that any payment or
distribution by GMI or its Affiliates to or for the benefit of the Participant
(whether paid or payable or distributed or distributable pursuant to the terms
of this Plan or otherwise, and whether paid or payable or distributed or
distributable in cash, stock or any form) (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 Participant with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Basic Excise Tax"), then the
Participant will be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount which is sufficient to cover any and all federal, state
and local income taxes and Medicare tax applicable to the Gross-Up Payment,
including, without limitation, any further excise tax imposed by Section 4999 of
the Code on or with respect to the Gross-Up Payment, plus payment of the Basic
Excise Tax.
<PAGE>

  (b) Subject to the provisions of subsection (d) of this Section below, all
determinations required to be made under this Section, 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 Participant within 15 business days of
the receipt of notice from the Participant 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.

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

  (d) The Participant 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
Participant in writing that it desires to contest such claim and that it will
bear the costs and provide the indemnification as required by this Section, the
Participant will:

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

  2) 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,

 3)  cooperate with the Company in good faith in order to effectively contest
such claim, and
<PAGE>

  4) 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 Participant
harmless, on an after-tax basis, for any Basic 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 Participant to pay such claim and sue for a refund,
the Company will advance the amount of such payment to the Participant, on an
interest-free basis, and will indemnify and hold the Participant harmless, on an
after-tax basis, from any Basic 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.

  (e) If, after the receipt by the Participant of an amount advanced by the
Company pursuant to Section 6(d)(4), the Participant becomes entitled to receive
any refund with respect to such claim, the Participant 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 Participant of an amount advanced by the Company pursuant to
Section 6(d)(4), a determination is made that the Participant will not be
entitled to any refund with respect to such claim and the Company does not
notify the Participant 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.

 7. UNEMPLOYMENT; TAXES
 -  -------------------

Payments under this Plan will not be reduced because of any unemployment
benefits an Employee may be eligible to receive under applicable federal or
state unemployment laws. Any required federal or state tax withholding and FICA
(Social Security) taxes shall be deducted from any benefit paid under the Plan.

 8. PAYMENT OF SEVERANCE BENEFITS ON DEATH
 -  --------------------------------------

If a Participant dies on or after his or her Separation Date and after executing
the Waiver and Release (without having timely revoked it) but before receiving
his or her full Severance Benefit, any remaining Severance Benefit will instead
be paid (a) to the Participant's beneficiary (or beneficiaries) designated under
the Employer's group life insurance plan, if living, or if none is so designated
or living, (b) to the executor of the Participant's estate, in a lump sum as
soon as practicable after the date of death.
<PAGE>

 9. NON-ASSIGNMENT OF SEVERANCE PAYMENT
 -  -----------------------------------

No benefit under this Plan shall be subject to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, voluntary or involuntary,
by operation of law or otherwise, and any attempt at such a transaction shall be
void.  Also, no benefit under this Plan shall be liable for or subject to the
debts, contracts, liabilities, engagements or torts of the person entitled to
it, except as required by law.

 10. PLAN AMENDMENT AND TERMINATION
 --  ------------------------------

   (a) Except as provided in subsection (b) of this Section, the Board of
Directors of the Company may at any time amend or terminate this Plan, provided
that the benefits under this Plan payable to a Participant who has returned (and
has not thereafter revoked) a signed Waiver and Release and has otherwise met
all of the requirements for a Severance Benefit hereunder (other than the
expiration of the Waiver and Release revocation period) before the Plan is
amended or terminated shall not be adversely affected.  Any amendment or
termination shall be set out in an instrument in writing duly authorized by the
Board of Directors of the Company.

  (b) No amendment or termination of this Plan that would adversely affect the
rights of any Key Employee hereunder shall be made during the three-year period
commencing on the date of a Change in Control.

 11. DISPUTES - MAKING A CLAIM
 --  -------------------------

       How to Submit a Claim about a Disputed Benefit
       ----------------------------------------------

If payment of benefits under this Plan has not been made in a timely manner, a
Participant must request it in writing from the Plan Administrator.  Such
application shall set forth the nature of the claim and any other information
that the Plan Administrator may reasonably request.  The Plan Administrator
shall notify the applicant of the benefits determination within a reasonable
time after receipt of the claim, such time not to exceed 90 days unless special
circumstances require an extension of time for processing the claim.  If such an
extension is required, written notice of the extension shall be furnished to the
applicant prior to the end of the initial 90-day period.  In no event shall such
an extension exceed a period of 90 days from the end of the initial period.  The
extension notice shall indicate the special circumstances requiring an extension
of time, and the date by which a final decision is expected to be rendered.

Notice of a claim denial, in whole or in part, shall be set forth in a manner
calculated to be understood by the applicant and shall contain the following:

 (a) the specific reason or reasons for the denial; and

 (b) specific reference to the pertinent Plan provisions on which the denial is
based; and
<PAGE>

  (c) a description of any additional material or information necessary for the
applicant to perfect the claim and an explanation of why such material or
information is necessary; and

 (d) an explanation of the Plan's claims review procedure.

Participants shall be given timely written notice of the time limits set forth
herein for determinations on claims, appeal of claim denial and decisions on
appeal.  If notice of a claims determination is not provided within 90 days or
the expiration of any extension of time described above, the claim shall be
deemed denied and the applicant may appeal the denial as set forth below.

No action at law or in equity shall be brought to recover benefits under this
Plan prior to the date the claimant has exhausted the administrative process of
appeal available under the Plan.  Furthermore, any such action must be brought
within three years of the final date the claim could have been filed in order
for the action to be valid.

 12. LAIMS REVIEW PROCEDURE
 --  -----------------------

If a written claim results in a claim denial, either in whole or in part, the
applicant has the right to appeal.  The appeal must be in writing.  The
administrative process for appealing a claim is:

Upon receipt of a claim denial or the expiration of the time period for denial,
a Participant may send a written request, including any additional information
supporting the claim, for reconsideration to the Plan Administrator within 60
days of receiving notification that the claim is denied.

The Plan Administrator shall render a decision within 60 days of receipt by the
Plan Administrator of the written request.  The Participant may request a formal
hearing before the Plan Administrator which the Plan Administrator may grant in
its discretion.  Notwithstanding the foregoing, under special circumstances
which require an extension of time for rendering a decision (including but not
limited to the need to hold a hearing), the decision may be rendered not later
than the later of (i) 120 days after receipt by the Plan Administrator of the
written request, or (ii) 60 days after a formal hearing. If such an extension is
required, the Participant will be advised in writing before the extension
begins.

The Plan Administrator will provide written notice of its final determination.
The notice will include specific reasons for the decision, be written in a
manner calculated to be understood by the Participant, and make specific
reference to the Plan provisions on which it is based.

An appeal will not be considered if it is not filed within the applicable period
of time.  If a decision on an appeal is not provided within any applicable time
frame described above, the claim shall be deemed denied on appeal.
<PAGE>

At any stage in the appeals process, the applicant or his or her designated
representative may review pertinent documents, including copies of the Plan
document and information relating to the applicant's entitlement to such
benefit, and submit issues and comments in writing.

 13. PARTICIPANT RIGHTS
 --  ------------------

Each Employee has a right to information about the Plan, such as how it operates
and an explanation of the benefits to which Participants will be entitled under
the terms of the Plan.

This Summary Plan Description is designed to give Employees an explanation of
how the Plan operates.  The Plan is administered in accordance with the Plan
document (which is the same as this Summary Plan Description) as well as
applicable laws, such as the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").  Each Employee has the right to examine, without charge and
upon proper request, all Plan documents, and copies of all documents filed by
the Plan with the U.S. Department of Labor, such as annual reports.  Copies of
all Plan documents and other Plan information may be obtained by written request
to the Plan Administrator.  The Plan Administrator may make a reasonable charge
for any copies requested.

Every effort will be made to provide any requested document or report within 30
days after it is requested.  An Employee will be notified if more time is needed
to comply with a request.  Financial penalties may be imposed upon the Plan
Administrator if any materials which an Employee has properly requested are not
received within 30 days of a request (unless the materials were not sent because
of matters beyond the control of the Plan Administrator).

Certain Plan information is made available to Participants automatically, so
that no special request need be made, such as this Summary Plan Description.

ERISA imposes obligations upon the persons who are responsible for the operation
of an employee benefit plan.  The people who operate the Plan, referred to as
plan "fiduciaries," have a duty to do so prudently and in the interest of Plan
Participants and beneficiaries.  Fiduciaries who violate ERISA may be removed.

The law protects an Employee from being terminated, disciplined or discriminated
against if he or she attempts to obtain benefits which may be due or if he or
she exercises his or her rights under ERISA.

If a benefit claim is denied, an Employee is entitled to a written explanation
of the reason for denial, plus an explanation of his or her right to request an
administrative review of the denied claim.  The procedure for appeal of denied
benefits is outlined in Section 11 of this Plan.

ERISA provides the means for enforcing the above rights.  For instance, if you
request materials from the Plan and do not receive them within 30 days, you may
file suit in a federal court.  In such case, the court may require the Plan
Administrator to provide the materials and pay up to $110.00 a day until you
receive the materials, unless the materials were not sent because of reasons
beyond the control of the Plan Administrator.

If your claim for benefits is ignored, in whole or in part, you may file suit in
a state or federal court.
<PAGE>

If the Plan fiduciaries misuse the Plan's money, or if you are discriminated
against for asserting your rights, you may seek assistance from the U.S.
Department of Labor, or you may file suit in a federal court.  The court will
decide who should pay court costs and legal fees.  The court may require the
losing party to pay all of these costs and fees.

If you have any questions about your Plan, you should contact the Plan
Administrator.  If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest office of the Pension and
Welfare Benefits Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Pension and Welfare Benefits Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210.

 14. PLAN DOCUMENT CONTROLS
 --  ----------------------

In the event of any inconsistency between this Plan document and any other
communication regarding this Plan, this Plan document controls.

 15. CONTROLLING LAW
 --  ---------------

This Plan is an employee welfare benefit plan under ERISA.  This Plan and the

Waiver and Release shall be interpreted under ERISA and the laws of the state of
Texas to the extent that state law is applicable.

 16. GENERAL INFORMATION
 --  -------------------

   (a) Plan Sponsor:  Global Marine Corporate Services Inc., 777 N. Eldridge
Parkway, Houston, Texas 77079-4493, telephone number (281) 596-5100.

   (b) Employer Identification Number of Plan Sponsor:  95-3161742.

   (c) Plan Number: 511.

   (d) Plan Year:  The plan year for reporting to governmental agencies and
employees shall be the calendar year.

  (e) Plan Administrator:  Thomas R. Johnson, or such person as the Company may
designate from time to time, 777 N. Eldridge Parkway, Houston, Texas 77079-4493,
telephone number (281) 596-5100.

The Plan Administrator is responsible for the operation and administration of
the Plan.  The Plan Administrator is authorized to construe and interpret the
Plan, and its decisions shall be final and binding.  The Plan Administrator
shall make all reports and disclosures required by law.

  (f) Agent for Service of Legal Process:  General Counsel, Global Marine Inc.,
777 N. Eldridge Parkway, Houston, Texas 77079-4493.
<PAGE>

  (g) Source of Benefits:  Payments under this Plan shall be made by the Company
from its general assets.

     IN WITNESS WHEREOF, Global Marine Corporate Services Inc. has executed
these presents as evidenced by the signature of its officer affixed hereto, in a
number of copies, all of which shall constitute but one and the same instrument,
which may be sufficiently evidenced by any executed copy hereof, effective
August 16, 2001.

                              GLOBAL MARINE
                              CORPORATE SERVICES INC.



                              By:     s / Thomas R. Johnson
                                 ----------------------------------
                                 Thomas R. Johnson
                                    Vice President