Exhibit 3.1**AMENDED AND RESTATED****CERTIFICATE OF INCORPORATION****OF****CAL DIVE INTERNATIONAL, INC.**      CAL DIVE INTERNATIONAL, INC., a corporation organized and existing under the laws of the Stateof Delaware (the “Corporation”), does hereby certify as follows:     1. The name of the Corporation is Cal Dive International, Inc. The Corporation was originallyincorporated under the name “CAL DIVE GOM INC.” and the original Certificate of Incorporation wasfiled with the Secretary of State of the State of Delaware on February 3, 2006. An amendment to theoriginal Certificate of Incorporation changing the Corporation’s name to “Cal Dive International,Inc.” was filed with the Secretary of State of the State of Delaware on March 3, 2006.     2. This Amended and Restated Certificate of Incorporation (this “Certificate ofIncorporation”) was duly adopted in accordance with Section 245 of the General Corporation Law ofthe State of Delaware. Pursuant to Sections 242 and 228 of the General Corporation Law of the Stateof Delaware, the amendments and restatement herein set forth have been duly adopted by the Board ofDirectors and the sole stockholder of the Corporation.     3. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, thisCertificate of Incorporation amends and integrates and restates the provisions of the Certificateof Incorporation of this Corporation.     The text of this Certificate of Incorporation is hereby amended and restated to read in itsentirety as follows:**ARTICLE I****NAME**The name of the corporation (which is hereinafter referred to as the “Corporation”) is:Cal Dive International, Inc.**ARTICLE II****REGISTERED OFFICE AND AGENT**     The address of the Corporation’s registered office in the State of Delaware is The CorporationTrust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County
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of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such addressis The Corporation Trust Company.**ARTICLE III****PURPOSE**     The purpose of the Corporation shall be to engage in any lawful act or activity for whichcorporations may be organized and incorporated under the General Corporation Law of the State ofDelaware.**ARTICLE IV****CAPITAL STOCK**     SECTION 1. The Corporation shall be authorized to issue two hundred forty-five million(245,000,000) shares of capital stock, of which two hundred forty million (240,000,000) sharesshall be shares of Common Stock, par value $.01 per share (the “Common Stock”), and five million(5,000,000) shares shall be shares of Preferred Stock, par value $.01 per share (the “PreferredStock”).     SECTION 2. Shares of Preferred Stock may be issued from time to time in one or more series.The Board of Directors is hereby authorized by resolution or resolutions to provide, out of theunissued shares of Preferred Stock, for series of Preferred Stock and, with respect to each suchseries, to fix the voting powers, if any, designations, preferences and the relative,participating, optional or other special rights, if any, and any qualifications, limitations orrestrictions thereof, of any such series, and to fix the number of shares constituting such series,and to increase or decrease the number of shares of any such series (but not below the number ofshares thereof then outstanding). The authority of the Board of Directors with respect to eachseries of Preferred Stock shall include, but not be limited to, determination of the following: (1) the designation of the series, which may be by distinguishing number, letter ortitle;  (2) the number of shares of the series, which number the Board of Directors maythereafter increase or decrease (but not below the number of shares thereof thenoutstanding);  (3) whether dividends, if any, shall be cumulative or noncumulative and thedividend rate of the series;  (4) dates at which dividends, if any, shall be payable;  (5) the redemption rights and price or prices, if any, for shares of the series;  (6) the terms and amount of any sinking fund provided for the purchase orredemption of shares of the series;
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 (7) the amounts payable on, and the preferences, if any, of shares of the series inthe event of any voluntary or involuntary liquidation, dissolution or winding up of theaffairs of the Corporation;  (8) whether the shares of the series shall be convertible into shares of any otherclass or series, or any other security, of the Corporation or any other entity, and, ifso, the specification of such other class or series of such other security, theconversion price or prices or rate or rates, any adjustments thereof, the date or datesat which such shares shall be convertible and all other terms and conditions upon whichsuch conversion may be made;  (9) restrictions on the issuance of shares of the same series or of any other classor series; and  (10) the voting rights, if any, of the holders of shares of the series.     SECTION 3. The following is a statement of the voting powers, preferences and relativeparticipating, optional or other special rights, and the qualifications, limitations andrestrictions of the Common Stock: (1) Subject to the other provisions of this Certificate of Incorporation and theprovisions of any Certificate of Designations (as defined in ARTICLE XIII), the holdersof Common Stock shall be entitled to receive such dividends and other distributions, incash, stock of any entity or property of the Corporation, when and as may be declaredthereon by the Board of Directors from time to time out of assets or funds of theCorporation legally available therefor.  (2) Except as may be otherwise required by law or by this Certificate ofIncorporation and subject to any voting rights that may be granted to holders ofPreferred Stock pursuant to the provisions of any Certificate of Designations, allrights to vote and all voting power of the capital stock of the Corporation, whetherfor the election of directors or any other matter submitted to a vote of stockholdersof the Corporation, shall be vested exclusively in the holders of Common Stock.  (3) In the event of any dissolution, liquidation or winding up of the affairs ofthe Corporation, whether voluntary or involuntary, after payment in full of the amountsrequired to be paid to the holders of Preferred Stock pursuant to the provisions of anyCertificate of Designations, the remaining assets and funds of the Corporation shall bedistributed pro rata to the holders of Common Stock. For purposes of this paragraph(3), the voluntary sale, conveyance, lease, license, exchange or transfer (for cash,            shares of stock, securities or other consideration) of all or substantially all of theassets of the Corporation or a consolidation or merger of the Corporation with one ormore other entities (whether or not the Corporation is the entity surviving suchconsolidation or merger) shall not be deemed to be a liquidation, dissolution orwinding up, voluntary or involuntary.     SECTION 4. No stockholder shall be entitled to exercise any right of cumulative voting.
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**ARTICLE V****CORPORATE OPPORTUNITIES AND CONFLICTS OF INTEREST**     SECTION 1. This ARTICLE V anticipates the possibility that (1) Helix may be a controlling,majority or significant stockholder of the Corporation, (2) certain Helix Officials may also serveas Corporation Officials, (3) the Corporation Entities and the Helix Entities may, from time totime, (a) engage in the same, similar or related activities or lines of business or other businessactivities that overlap or compete with those of the other and (b) have an interest in the sameareas of corporate opportunities, and (4) benefits may be derived by the Corporation Entitiesthrough their continued contractual, corporate and business relations with the Helix Entities. Theprovisions of this ARTICLE V shall, to the fullest extent permitted by law, define the conduct ofcertain affairs of the Corporation Entities and Corporation Officials as they may involve the HelixEntities, and the powers, rights, duties and liabilities of the Corporation Entities andCorporation Officials in connection therewith. Capitalized terms used and not previously defined inthis Certificate of Incorporation are defined, and shall have the meaning ascribed thereto, inARTICLE XIII.     SECTION 2. No contract, agreement, arrangement or transaction (or any amendment, modificationor termination thereof) entered into between any Corporation Entity, on the one hand, and any HelixEntity, on the other hand, before the Corporation ceased to be a wholly owned subsidiary of Helixshall be void or voidable or be considered unfair to the Corporation or any Corporation Affiliatefor the reason that any Helix Entity is a party thereto, or because any Helix Official is a partythereto, or because any Helix Official was present at or participated in any meeting of the Boardof Directors, or committee thereof, of the Corporation, or the board of directors, or committeethereof, of any Corporation Affiliate, that authorized the contract, agreement, arrangement ortransaction (or any amendment, modification or termination thereof), or because his, her or theirvotes were counted for such purpose. No such contract, agreement, arrangement or transaction (orthe amendment, modification or termination thereof) or the performance thereof by any CorporationEntity shall be considered to be contrary to any fiduciary duty owed to any of the CorporationEntities or to any of their respective stockholders by any Helix Entity or by any CorporationOfficial (including any Corporation Official who may have been a Helix Official) and each suchCorporation Official shall be deemed to have acted in good faith and in a manner such personreasonably believed to be in or not opposed to the best interests of the Corporation Entities, andshall be deemed not to have breached his or her duties of loyalty to the Corporation Entities andtheir respective stockholders, and not to have derived an improper personal benefit therefrom. NoCorporation Official shall have or be under any fiduciary duty to any Corporation Entity or itsstockholders to refrain from acting on behalf of any such Corporation Entity (or on behalf of anyHelix Entity if such Corporation Official is also a Helix Official) in respect of any suchcontract, agreement, arrangement or transaction (or the amendment, modification, or terminationthereof) or to refrain from performing any such contract, agreement, arrangement or transaction (orthe amendment, modification or termination thereof) in accordance with its terms.     SECTION 3. The Corporation may from time to time enter into and perform, and cause or permitany Corporation Affiliate to enter into and perform, one or more agreements (or amendments ormodifications to pre-existing agreements) with any one or more of the Helix
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Entities pursuant to which any one or more Corporation Entities, on the one hand, and any oneor more of the Helix Entities, on the other hand, agree to engage in transactions of any kind ornature, or agree to compete, or to refrain from competing or to limit or restrict theircompetition, with each other (or with any one or more other Helix Entities or Corporation Entities,respectively), including to allocate and to cause Corporation Officials and Helix Officials(including any person who is both a Corporation Official and a Helix Official) to allocate or referopportunities between such Corporation Entities and Helix Entities. To the fullest extent permittedby law, neither any such agreement, nor the performance thereof by any Corporation Entity or anyHelix Entity, shall be considered contrary to (1) any fiduciary duty that any Helix Entity may oweto any Corporation Entity, or its stockholders, by reason of any Helix Entity being, directly orindirectly, a controlling, majority or significant stockholder of any such Corporation Entity orparticipating in the control of any such Corporation Entity or (2) any fiduciary duty that anyCorporation Official who is also a Helix Official may owe to any Corporation Entity or itsstockholders. To the fullest extent permitted by law, no Helix Entity, by reason of being, directlyor indirectly, a controlling, majority or significant stockholder of any Corporation Entity orparticipant in control of any Corporation Entity, shall have or be under any fiduciary duty torefrain from entering into any agreement or participating in any transaction referred to above, andno Corporation Official who is also a Helix Official shall have or be under any fiduciary duty toany Corporation Entity, or its stockholders, to refrain from acting on behalf of any CorporationEntity or any Helix Entity in respect of any such agreement or transaction or performing any suchagreement in accordance with its terms.     SECTION 4. Except as otherwise agreed in writing between the Corporation and Helix, the HelixEntities shall, to the fullest extent permitted by law, have no duty to refrain from (1) engagingin the same or similar activities or lines of business as any Corporation Entity, (2) doingbusiness with any client, customer or vendor of any Corporation Entity or (3) employing orotherwise engaging or soliciting for such purpose, any officer, director or employee of anyCorporation Entity. To the fullest extent permitted by law, no Helix Entity shall be deemed to havebreached its fiduciary duties, if any, to any Corporation Entity, or its stockholders, solely byreason of engaging in any activity described in clauses (1) through (3) of the immediatelypreceding sentence. If any Helix Entity is offered, or acquires knowledge, of a potentialtransaction or business opportunity that is or may be a corporate opportunity for any CorporationEntity, the Corporation, on behalf of itself and each Corporation Affiliate, to the fullest extentpermitted by law, renounces any interest or expectancy in such potential transaction or businessopportunity and waives any claim that such potential transaction or business opportunityconstituted a corporate opportunity that should have been presented to any Corporation Entity. Inthe case of any potential transaction or business opportunity in which the Corporation hasrenounced its interest and expectancy in the immediately preceding sentence, the Helix Entitiesshall, to the fullest extent permitted by law, not be liable to any Corporation Entity, or itsstockholders, for breach of any fiduciary duty as a direct or indirect stockholder of anyCorporation Entity by reason of the fact that any one or more of the Helix Entities pursues oracquires such potential transaction or business opportunity for itself, directs such potentialtransaction or business opportunity to another person or entity, or otherwise does not communicateinformation regarding such potential transaction or business opportunity to the Corporation or anyCorporation Affiliate.
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     SECTION 5. (1) If a Corporation Official who is also a Helix Official is offered, or acquiresknowledge, of a potential transaction or business opportunity that is or may be a corporateopportunity for any Corporation Entity, the Corporation, on behalf of itself and each CorporationAffiliate, to the fullest extent permitted by law except as provided in Section 5(3) of thisARTICLE V, renounces any interest or expectancy in such potential transaction or businessopportunity and waives any claim that such potential transaction or business opportunityconstituted a corporate opportunity that should have been presented to the Corporation or any suchCorporation Affiliate.     (2) If a Corporation Official who is also a Helix Official is offered, or acquires knowledge,of a potential transaction or business opportunity that is or may be a corporate opportunity forany Corporation Entity in any manner, such Corporation Official shall have no duty to communicateor present such potential transaction or business opportunity to the Corporation or any CorporationAffiliate and shall, to the fullest extent permitted by law, not be liable to any CorporationEntity, or its stockholders, for breach of any fiduciary duty as a Corporation Official includingwithout limitation by reason of the fact that any one or more of the Helix Entities pursues oracquires such potential transaction or business opportunity for itself, directs such potentialtransaction or business opportunity to another person or entity, or otherwise does not communicateinformation regarding such potential transaction or business opportunity to the Corporation or anyCorporation Affiliate.     (3) Notwithstanding anything to the contrary in this Section 5, the Corporation does notrenounce any interest or expectancy it may have in any corporate opportunity that is expresslyoffered to any Corporation Official in writing solely in his or her capacity as a CorporationOfficial.     SECTION 6. No amendment or repeal of this ARTICLE V shall apply to or have any effect on theliability or alleged liability of any Helix Entity or Corporation Official for or with respect toany corporate opportunity that such Helix Entity or Corporation Official was offered, or of whichsuch Helix Entity or Corporation Official acquired knowledge prior to such amendment or repeal.     SECTION 7. In addition to, and notwithstanding the foregoing provisions of this ARTICLE V, apotential transaction or business opportunity (1) that the Corporation Entities are not financiallyable, contractually permitted or legally able to undertake, or (2) that is, from its nature, not inthe line of the Corporation Entities’ business, is of no practical advantage to any CorporationEntity or that is one in which no Corporation Entity has any interest or reasonable expectancy,shall not, in any such case, be deemed to constitute a corporate opportunity belonging to theCorporation, or any Corporate Affiliate, and the Corporation, on behalf of itself and eachCorporation Affiliate, to the fullest extent permitted by law, hereby renounces any interesttherein.     SECTION 8. Anything in this Certificate of Incorporation to the contrary notwithstanding, theprovisions of Sections 3, 4, 5, 6 and 7 of this ARTICLE V shall automatically terminate, expire andhave no further force and effect from and after the date on which both (1) the Helix Entitiescollectively cease to be the beneficial owner of shares
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representing at least 20% of the total voting power of the Voting Stock and (2) no CorporationOfficial is also a Helix Official.**ARTICLE VI****BOARD OF DIRECTORS**     SECTION 1. Subject to the rights of the holders of any series of Preferred Stock to electdirectors under specified circumstances, the number of directors of the Corporation shall be fixed,and may be increased or decreased from time to time, exclusively by resolution adopted by amajority of the entire Board of Directors.     SECTION 2. Unless and except to the extent that the Bylaws of the Corporation shall sorequire, the election of directors of the Corporation need not be by written ballot.     SECTION 3. The directors, other than those who may be elected by the holders of any series ofPreferred Stock under specified circumstances, shall be apportioned, with respect to the time forwhich they severally hold office, into three classes, as nearly equal in number as possible anddesignated Class I, Class II and Class III. Class I shall be initially elected for a term expiringat the annual meeting of stockholders to be held in 2007, Class II shall be initially elected for aterm expiring at the annual meeting of stockholders to be held in 2008, and Class III shall beinitially elected for a term expiring at the annual meeting of stockholders to be held in 2009.Members of each class shall hold office until their successors are elected and qualified. At eachsucceeding annual meeting of the stockholders of the Corporation, the successors of the class ofdirectors whose term expires at that meeting shall be elected for a term expiring at the annualmeeting of stockholders held in the third year following the year of their election. In case of anyincrease or decrease, from time to time, in the number of directors, other than those who may beelected by the holders of any series of Preferred Stock under specified circumstances, the numberof directors added to or eliminated from each class shall be apportioned so that the number ofdirectors in each class thereafter shall be as nearly equal as possible.     SECTION 4. Except as otherwise provided by any Certificate of Designations, any director orthe entire Board of Directors may be removed from office at any time with or without cause, butonly by the affirmative vote of the holders of at least a majority of the total voting power of theVoting Stock; *provided, however*, that, from and after the date that the Helix Entities collectivelycease to be the beneficial owner of shares representing at least a majority of the total votingpower of the Voting Stock, any director or the entire Board of Directors may be removed from officeonly for cause and only by the affirmative vote of the holders of at least 80% of the total votingpower of the Voting Stock.     SECTION 5. Except as otherwise provided by any Certificate of Designations, newly createddirectorships resulting from any increase in the authorized number of directors or any vacancies inthe Board of Directors resulting from death, resignation, retirement, disqualification, removalfrom office or other cause shall be filled solely by the affirmative vote of a majority of theremaining directors then in office, even though less than a quorum of the Board of Directors, or bythe sole remaining director; *provided, however,*that, until the Helix Entities collectively ceaseto be the beneficial owner of shares representing at least a majority of
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the total voting power of the Voting Stock, if such vacancy was caused by an action of thestockholders, such vacancy shall be filled only by the affirmative vote of the holders of at leasta majority of the total voting power of the Voting Stock. Any director so chosen shall hold officeuntil his or her successor shall be elected and qualified and, if the Board of Directors at suchtime is classified, until the next election of the class for which such director shall have beenchosen. No decrease in the number of directors shall shorten the term of any incumbent director.**ARTICLE VII****BYLAWS**     In furtherance and not in limitation of the powers conferred by law, the Board of Directors isexpressly authorized and empowered to adopt, amend and repeal the Bylaws of the Corporation at anyregular or special meeting of the Board of Directors or by written consent, subject to the power ofthe stockholders of the Corporation to adopt, amend or repeal any Bylaws. Notwithstanding any otherprovision of this Certificate of Incorporation or any provision of law that might otherwise permita lesser vote or no vote, but in addition to any affirmative vote of the holders of any series ofPreferred Stock required by law, by this Certificate of Incorporation or by any Certificate ofDesignations, the affirmative vote of the holders of a majority of the total voting power of theVoting Stock, voting together as a single class, shall be required for the stockholders of theCorporation to alter, amend or repeal any provision of the Bylaws, or to adopt any new Bylaw;*provided, however,*that, from and after the date that the Helix Entities collectively cease to bethe beneficial owner of shares representing at least a majority of the total voting power of theVoting Stock, the affirmative vote of the holders of at least 80% of the total voting power of theVoting Stock, voting together as a single class, shall be required for the stockholders of theCorporation to alter, amend or repeal, or adopt any Bylaw inconsistent with, the followingprovisions of the Bylaws: Sections 2.1, 2.2, 2.4, 2.5, 2.6, 2.8, 2.9 and 2.11 of ARTICLE II;Sections 3.1, 3.2, 3.9 and 3.11 of ARTICLE III; Section 6.9 of ARTICLE VI; and Section 8.1 ofARTICLE VIII, or in each case, any successor provision (including, without limitation, any sucharticle or section as renumbered as a result of any amendment, alteration, change, repeal oradoption of any other Bylaw).**ARTICLE VIII****AMENDMENT OF CERTIFICATE OF INCORPORATION**     The Corporation reserves the right at any time from time to time to amend, alter, change orrepeal any provision contained in this Certificate of Incorporation, and any other provisionsauthorized by the laws of the State of Delaware at the time in force may be added or inserted, inthe manner now or hereafter prescribed by law. All rights, preferences and privileges of whatsoevernature conferred upon stockholders, directors or any other persons or entities whomsoever by andpursuant to this Certificate of Incorporation in its present form or as hereafter amended aregranted subject to the right reserved in this ARTICLE VIII. Notwithstanding any other provision ofthis Certificate of Incorporation or any provision of law that might otherwise permit a lesser voteor no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stockrequired by law, by this Certificate of Incorporation or by any Certificate of Designations, theaffirmative vote of a majority of the total voting power of
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the Voting Stock, voting together as a single class, shall be required to amend, alter, changeor repeal any provision of this Certificate of Incorporation, or to adopt any new provision of thisCertificate of Incorporation; *provided, however,*that, from and after the date that the HelixEntities collectively cease to be the beneficial owner of shares representing at least a majorityof the total voting power of the Voting Stock, the affirmative vote of the holders of at least 80%of the total voting power of the Voting Stock, voting together as a single class, shall be requiredto amend, alter, change or repeal, or adopt any provision inconsistent with, ARTICLE V, ARTICLE VI,ARTICLE VII, ARTICLE IX, ARTICLE X and this sentence of this Certificate of Incorporation, or ineach case, any successor provision (including, without limitation, any such article or section asrenumbered as a result of any amendment, alteration, change, repeal or adoption of any otherprovision of this Certificate of Incorporation). Any repeal or modification of ARTICLE V or ARTICLEIX shall not adversely affect any right or protection of any person existing thereunder withrespect to any act or omission occurring prior to such repeal or modification.**ARTICLE IX****LIMITATIONS ON LIABILITY AND INDEMNIFICATION****OF DIRECTORS AND OFFICERS**     SECTION 1. Elimination of Certain Liability of Directors. A director of theCorporation shall not be personally liable to the Corporation, or its stockholders, for monetarydamages for breach of fiduciary duty as a director, except to the extent such exemption fromliability or limitation thereof is not permitted under the General Corporation Law of the State ofDelaware as the same exists at the time of the alleged breach.     SECTION 2. Indemnification and Insurance.     (a) Right to Indemnification. Each person who was or is made a party or is threatenedto be made a party to or is involved in any action, suit or proceeding, whether civil, criminal,administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she,or a person of whom he or she is the legal representative, is or was a director or officer of theCorporation, or while a director or officer of the Corporation is or was serving, at the request ofthe Corporation, as a director, officer, employee or agent of another corporation or of apartnership, joint venture, trust or other enterprise, including service with respect to employeebenefit plans maintained or sponsored by the Corporation, whether the basis of such proceeding isalleged action in an official capacity as a director, officer, employee or agent or in any othercapacity while serving as a director or officer, employee or agent, shall be indemnified and heldharmless by the Corporation to the fullest extent authorized by the General Corporation Law of theState of Delaware, as the same exists or may hereafter be amended (but, in the case of any suchamendment, only to the extent that such amendment permits the Corporation to provide broaderindemnification rights than said law permitted the Corporation to provide prior to such amendment),against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paidor to be paid in settlement, and excise taxes or penalties arising under the Employee RetirementIncome Security Act of 1974) reasonably incurred or suffered by such person in connection therewithand such indemnification shall continue as to a person who has ceased to be a director, officer,employee or agent and shall inure to the benefit of his or her
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heirs, executors and administrators; *provided*, *however*, that the Corporation shall indemnifyany such person seeking indemnification in connection with a proceeding (or part thereof) initiatedby such person only if such proceeding (or part thereof) was authorized by the Board of Directors.The right to indemnification conferred in this Section shall be a contract right. The Corporationmay, by action of the Board of Directors, provide indemnification to employees and agents of theCorporation with the same scope and effect as the foregoing indemnification of director andofficers.     (b) Non-Exclusivity of Rights. The right to indemnification conferred in this Sectionshall not be exclusive of any other right that any person may have or hereafter acquire under anystatute, provision of this Certificate of Incorporation, Bylaw, agreement, vote of stockholders ordisinterested directors or otherwise.     (c) Insurance. The Corporation may maintain insurance, at its expense, to protectitself and any director, officer, employee or agent of the Corporation or another corporation,partnership, joint venture, trust or other enterprise against any such expense, liability or loss,whether or not the Corporation would have the power to indemnify such person against such expense,liability or loss under the General Corporation Law of the State of Delaware.**ARTICLE X****STOCKHOLDER ACTION**     Any action required or permitted to be taken by stockholders at any annual or special meetingof stockholders may be taken without a meeting, without prior notice and without a vote, if aconsent or consents in writing, setting forth the action so taken, shall be signed by the holdersof outstanding capital stock having not less than the minimum number of votes that would benecessary to authorize or take such action at a meeting at which all shares of capital stockentitled to vote thereon were present and voted; *provided*, *however*, that except as otherwiseprovided by any Certificate of Designations, from and after the date that the Helix Entitiescollectively cease to be the beneficial owner of shares representing at least a majority of thetotal voting power of the Voting Stock, any action required or permitted to be taken bystockholders may be effected only at a duly called annual or special meeting of stockholders andmay not be effected by a written consent or consents of stockholders in lieu of such a meeting.     Except as otherwise required by law or provided by any Certificate of Designations, specialmeetings of stockholders of the Corporation may be called only by (1) Helix, so long as the HelixEntities, collectively, are the beneficial owners of at least a majority of the total voting powerof the Voting Stock, or (2) the Chairman of the Board of Directors or the Board of Directorspursuant to a resolution approved by a majority of the entire Board of Directors and any otherpower of stockholders to call a special meeting is specifically denied. No business other than thatstated in the notice of a special meeting of stockholders shall be transacted at such specialmeeting.
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**ARTICLE XI****SECTION 203 OF THE GENERAL CORPORATION LAW**     None of the Helix Entities shall be deemed to be an “interested stockholder” within themeaning of Section 203 of the General Corporation Law of the State of Delaware until both of thefollowing events take place: (a) the first date on which the Helix Entities as a groupbeneficially own shares representing less than 15% of the total voting power of the Voting Stockand (b) such subsequent date as the Helix Entities as a group beneficially own shares representingat least 15% of the total voting power of the Voting Stock.**ARTICLE XII****CITIZENSHIP OF OFFICERS, DIRECTORS AND STOCKHOLDER**     SECTION 1. Purpose. The purpose of this ARTICLE XII is to limit ownership andcontrol of any class of capital stock of the Corporation by Non-U.S. Citizens, and to limit theNon-U.S. Citizen status of certain officers and directors, in order to assure that the Corporationremains in continuous compliance with the citizenship requirements of the Shipping Act, 1916, asamended, the Merchant Marine Act, 1920, as amended, the Merchant Marine Act, 1936, as amended, andthe regulations promulgated thereunder, as such laws and regulations may be amended from time totime (collectively, the “Maritime Laws”).     SECTION 2. Certain Definitions. For the purpose of this ARTICLE XII: (1) The term “Non-U.S. Citizen” shall mean (1) any Person who is not a UnitedStates citizen qualified to engage in coastwise trade within the meaning of theMaritime Laws; (2) any foreign government or representative thereof; (3) anycorporation, the chief executive officer, by whatever title, or chairman of the boardof directors of which is a Non-U.S. Citizen, or of which more than a minority of thenumber of directors necessary to constitute a quorum are Non-U.S. Citizens; (4) anyPerson organized under the laws of any foreign government; (5) any corporation of whicha 25% or greater interest is owned beneficially or of record, or may be voted by, oneor more Non-U.S. Citizens, or which by any other means whatsoever is controlled by orin which control is permitted to be exercised by one or more Non-U.S. Citizens (theBoard of Directors being authorized to determine reasonably the meaning of “control”for purposes of this ARTICLE XII); (6) any partnership, limited liability company,association or other entity of which a 25% or greater interest is owned by Non-U.S.Citizens, or which is controlled by one or more Non-U.S. Citizens; (7) any partnershipin which any of the general partners are Non-U.S. Citizens; (8) any trust not domiciledin or existing under U.S. law, or having a Non-U.S. Citizen as trustee, or havinggreater than 25% of trust assets held for the benefit of Non-U.S. Citizens; (9) anyjoint venture not organized under U.S. law or of which any co-venturer is a Non-U.S.Citizen; or (10) any Person who acts as representative of or fiduciary for any Persondescribed in clauses (1) through (9) of this paragraph;
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 (2) the term “Permitted Percentage” shall mean a percentage two percentage pointsless than the percentage that would cause the Corporation to no longer qualify as aU.S. Citizen qualified to engage in coastwise trade under the Maritime Laws; and  (3) the term “Person” shall mean an individual, partnership, corporation, limitedliability company, association or other entity.     SECTION 3. Restriction on Transfer. Any transfer, or attempted or purportedtransfer, of any shares of the capital stock of the Corporation or any interest therein or rightthereof, which would (1) result in the ownership or control by one or more Non-U.S. Citizens of anaggregate percentage of the outstanding capital stock of the Corporation in excess of the PermittedPercentage, or (2) result in the ownership or control by one or more Non-U.S. Citizens of anaggregate percentage of the voting power of the outstanding capital stock of the Corporation inexcess of the Permitted Percentage, will, until such excess no longer exists, be void andineffective as against the Corporation and the Corporation will not recognize, to the extent ofsuch excess, the purported transferee as a stockholder of the Corporation for any purpose otherthan the transfer of such excess to a person who is not a Non-U.S. Citizen; *provided, however*, thatthe Board of Directors may in its discretion determine that such shares, to the extent of suchexcess, shall be deemed to be Non-U.S. Citizen owned shares for the purposes of this ARTICLE XII.The Board of Directors is hereby authorized to effect any and all other measures reasonablynecessary or desirable (consistent with applicable law and the provisions of this Certificate ofIncorporation) to fulfill the purpose and implement the provisions of this ARTICLE XII, includingwithout limitation, obtaining, as a condition precedent to the transfer of shares on the records ofthe Corporation, representations and other proof as to the identity of existing or prospectivestockholders and persons on whose behalf shares of the capital stock of the Corporation or anyinterest therein or right thereof are or are to be held or establishing and maintaining a dualstock certificate system under which different forms of stock certificates representing outstandingshares of the capital stock of the Corporation are issued to the holders of record of the sharesrepresented thereby to indicate whether or not such shares or any interest therein or right thereofare owned or controlled by a Non-U.S. Citizen.     SECTION 4. Suspension of Rights. If any shares in excess of the Permitted Percentageof the outstanding capital stock of the Corporation are owned or controlled by one or more Non-U.S.Citizens, or if any shares in excess of the Permitted Percentage of the voting power of theoutstanding capital stock of the Corporation are owned or controlled by one or more Non-U.S.Citizens, any such excess shares determined in accordance with this Section 4, will, until suchexcess no longer exists, not be entitled (1) to receive any rights with respect to any dividends ordistributions of assets declared payable or paid to the holders of the capital stock of theCorporation during such period or (2) to vote with respect to any matter submitted to stockholdersof the Corporation. If the percentage of capital stock or voting power of capital stock owned orcontrolled by Non-U.S. Citizens is in excess of the Permitted Percentage, the shares deemedincluded in such excess for purposes of this Section 4 will be those shares owned or controlled byNon-U.S. Citizens that the Board of Directors determines became so owned or controlled mostrecently.
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     SECTION 5. Citizenship of Officers and Directors. Except as otherwise permitted by orconsistent with the Maritime Laws, (1) at no time shall more than a minority of the number ofdirectors of the Corporation necessary to constitute a quorum be Non-U.S. Citizens, and (2) at notime shall the chairman of board or the chief executive officer of the Corporation be a Non-U.S.Citizen.**ARTICLE XIII****CERTAIN DEFINITIONS**For purposes of this Certificate of Incorporation: (1) The terms “beneficial owner” and “beneficial ownership” shall have the meaningascribed to such terms in Rule 13d-3 under the Securities Exchange Act of 1934, asamended, and shall be determined in accordance with such rule;  (2) the term “Certificate of Designations” shall mean the resolution or resolutionsadopted by the Board of Directors designating the rights, powers and preferences of anyseries of Preferred Stock and the Certificate of Designations filed with the Secretaryof State of the State of Delaware by the Corporation with respect thereto;  (3) the term “corporate opportunity” shall include, but not be limited to, businessopportunities that (a) the Corporation or any Corporation Affiliate is financially ableto undertake, (b) are, from their nature, in the line of the Corporation’s or anyCorporation Affiliate’s business, and (c) are of practical advantage to the Corporationor any Corporation Affiliate and ones in which the Corporation or any CorporationAffiliate, but for the provisions of ARTICLE V, would have an interest or a reasonableexpectancy;  (4) the term “Corporation Affiliate” shall mean (a) any corporation, partnership,limited liability company, joint venture, association or other entity of which theCorporation is the beneficial owner (directly or indirectly) of 20% or more of theoutstanding voting stock, voting power, partnership interests or similar votinginterests or (b) any other corporation, partnership, joint venture, association orother entity that (directly or indirectly) is controlled by the Corporation;  (5) the term “Corporation Entity” shall mean any one or more of the Corporation andthe Corporation Affiliates;  (6) the term “Corporation Official” shall mean each person who is a director or anofficer (or both) of the Corporation or one or more Corporation Affiliates;  (7) the term “Helix” shall mean Helix Energy Solutions Group, Inc., a Minnesotacorporation;
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 (8) the term “Helix Affiliate” shall mean, other than the Corporation or anyCorporation Affiliate, (a) any corporation, partnership, limited liability company,joint venture, association or other entity of which Helix is the beneficial owner(directly or indirectly) of 20% or more of the outstanding voting stock, voting power,partnership interests or similar voting interests or (b) any other corporation,partnership, joint venture, association or other entity that (directly or indirectly)is controlled by Helix, controls Helix or is under common control with Helix;  (9) the term “Helix Entity” shall mean any one or more of Helix and the HelixAffiliates;  (10) the term “Helix Official” shall mean each person who is a director or anofficer (or both) of Helix or one or more Helix Affiliates;  (11) the term “transfer” shall mean any sale, assignment, pledge, hypothecation,transfer or other disposition or encumbrance of a share of the Corporation’s capitalstock, or any beneficial interest therein; and  (12) the term “Voting Stock” shall mean all classes of the then outstanding capitalstock of the Corporation entitled to vote generally in the election of directors.For purpose of the foregoing definitions, the term “control” (including the terms “controlling,”“controlled by” and “under common control with”) means the possession, direct or indirect, of thepower to direct or cause the direction of the management and policies of an entity, whether throughthe ownership of voting securities, by contract, or otherwise.     IN WITNESS WHEREOF, Cal Dive International, Inc. has caused this Amended and RestatedCertificate of Incorporation to be executed by Lisa Manget Buchanan, its Vice President, GeneralCounsel and Secretary this 11th day of December, 2006.                                                       /s/ Lisa Manget Buchanan   Lisa Manget Buchanan   Vice President, General Counsel and Secretary   
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