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CAL DIVE INTERNATIONAL, INC.
CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER
AND SENIOR FINANCIAL OFFICERS
 Introductory Note
 Senior
Officers Code Company Code of Business Conduct and Ethics Code of Business
Conduct Audit Committee
 SEC
 Senior
Officers




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1.
    
    Promotion of Honest and Ethical Conduct
   
    
    Encouraging professional integrity within the Company, including in its financial and
administrative organization;
    
    Minimizing the occurrence of conflicts between what is in the best interests of the
Company and what could result in material personal gain for any member of the organization,
including the Senior Officers;
    
    Providing a mechanism for employees to inform senior management of deviations in
practice from policies and procedures governing legal or ethical behavior; and
    
    Demonstrating their support for these policies and procedures through periodic
communications reinforcing these ethical standards throughout the Company, including the
financial and administrative organization of the Company.
 2.
    
    Compliance with Applicable Laws, Rules and Regulations
  
    
    Furnish the responsible members of the Companys financial and administrative
organization with information regarding material federal and state laws and regulations
that affect the operation of the Company and its financial and administrative organization;
    
    Maintain executive officer oversight of the Companys financial and administrative
organizations compliance with federal and state laws and regulations; and
    
    Identify, report and correct detected material deviations (both within the financial and
administrative organization and, in concert with other available corporate resources,
elsewhere within the Company) from applicable federal and state laws and regulations.
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3.
    
    Conflicts of Interest
     prior written approval
 
    
    selling or brokering products or services for any competing enterprise;
    
    using Company patents, trademarks, copyrights, trade names, trade secrets or other
intellectual property or proprietary information;
    
    engaging in asset, land or property transactions in which the Company may have an
interest; or
    
    acquiring an equity interest (including stock or stock options) in or engaging in any
other business or financial arrangement with (whether as an investor, employee or
consultant), any business engaged in purchases from or sales to the Company (e.g., a
Company customer or supplier) or in competition with the Company, except for equity
interests in public companies that are not significant ownership positions in those
companies.
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4.
    
    Disclosures in Company Periodic Reports to be Filed
   
    
    Business transactions will be properly authorized and accurately recorded on the
Companys books and records in accordance with generally accepted accounting principles and
established Company financial policies.
    
    The retention or disposal of Company records will be in accordance with established
Company financial policies and applicable legal and regulatory requirements.
    
    Financial communications and reports will be composed and delivered in an effective
manner so that readers and users may readily determine their significance and consequences.
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5.
    
    Disclosure of this Code of Ethics for Chief Executive Officer and Senior Financial Officers,
and Waivers of its Terms
  IMPORTANT: Any Audit Committee waivers or approvals of or consents to any activities or matters
that otherwise would violate or conflict with this Senior Officers Code will have to be disclosed
and available for public review in filings with the SEC or disclosed elsewhere (e.g., the Companys
website) as required by law or stock exchange regulation.
  6.
    
    Reporting any Illegal or Unethical Behavior
  7.
    
    Compliance Procedures
  First before after
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Second
 
    
    The Audit Committee serves as the final authority with regard to the Companys Senior
Officers Code, as well as its Code of Business Conduct, and is responsible for specifying
and implementing procedures to implement these Codes.
    
    At least once a year, the Audit Committee will review this Senior Officers Code. The
Audit Committee will have the authority to make such modifications as it deems appropriate,
subject to full Board of Directors ratification.
    
    Senior Officers should, subject to the bounds of reasonableness, investigate legitimate
suspicions that unethical or illegal activities are taking place and call upon the Chief
Executive Officer, the General Counsel or any member of the Audit Committee (as may be
appropriate under the circumstances) for assistance.
    
    Each Senior Officer will sign a certification every year to be sent to the Audit
Committee affirming their knowledge and understanding of the Senior Officers Code, and
stating that within the past year: (a) they have reviewed the Senior Officers Code, along
with their immediate subordinates; (b) they have investigated, acting reasonably, all cases
of suspicious conduct that have come to their attention; and (c) they have reported
significant violations of this Senior Officers Code that have come to their attention to
the Audit Committee.
 very high priority
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