exv10w4






Exhibit 10.4




OCEANEERING INTERNATIONAL, INC.

AMENDED AND RESTATED

2002 RESTRICTED STOCK UNIT AWARD INCENTIVE AGREEMENT




First Amendment




          Oceaneering International, Inc., a Delaware corporation (the “Company”), and John R. Huff,
having entered into the 2002 Amended and Restated Restricted Stock Unit Award Incentive Agreement
(the “Agreement”), under the 2002 Incentive Plan of Oceaneering International, Inc., desire to
amend the Agreement, effective as of the close of business on December 31, 2008, as follows:




     1. Section 1(c) of the Agreement is hereby amended to read as follows:




“‘Disability’ means Participant is unable to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less
than 12 months. Participant’s inability and its anticipated
duration shall be determined solely by a medical physician of
Participant’s choice to be approved by the Company, which approval
shall not be unreasonably withheld.”



     2. The fifth and sixth sentences of Section 3(d) of the Agreement are hereby amended to read
as follows:




“Upon Participant ceasing to serve as Chairman pursuant to Section
4(a) of the Amended and Restated Service Agreement between
Participant and the Company, and as thereafter amended (the “Service
Agreement”), all Restricted Stock Units not previously vested shall
vest as of the date of such cessation. Upon Participant ceasing to
serve as Chairman pursuant to Section 4(b) of the Service Agreement
for which the conditions of the applicable provisions of paragraphs
(a), (b) or (c) and this paragraph (d) have not been satisfied, all
Restricted Stock Units not previously vested as of the date of such
cessation of service shall be forfeited. Within 10 days of the date
of vesting of a Restricted Stock Unit, Participant will be issued a
share of Common Stock for every such Restricted Stock Unit.”



     3. The first sentence of Section 3(e) of the Agreement is hereby amended to read as follows:



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“Within 10 days after vesting of a Restricted Stock Unit, the
Company shall pay to Participant a cash lump-sum in an amount
sufficient to provide for the payment of all United States federal
income taxes imposed with respect to Participant’s acquisition of a
particular share of Common Stock issued for a Restricted Stock Unit,
as well as a cash lump-sum in an amount sufficient to reimburse
Participant for the tax obligation on such amounts so that
Participant is paid an amount as a tax assistance payment by the
Company sufficient to fund all of his income taxes on both the share
of Common Stock and the tax assistance payment.”



     4. Section 3(g) of the Agreement is hereby amended to read as follows:




“In the event of the death or Disability of Participant while in the
service of the Company or any successor to the Company,
(i) Participant shall be fully vested in any Restricted Stock Units
not previously forfeited by Participant on the date of such death or
Disability, (ii) the Company shall issue a share of Common Stock for
each such Restricted Stock Unit within 10 days of such death or
Disability, and (iii) tax assistance payments in the form of a cash
lump-sum shall also be made by the Company to Participant with
respect to such event within 10 days of such death or Disability.”



[Signature page follows]




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          IN WITNESS WHEREOF, Oceaneering International, Inc. has caused these presents to be executed
by the Chairman of its Compensation Committee in a number of copies, all of which shall constitute
one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, on
this 15th day of December, 2008, but effective as of the close of business on December 31, 2008.




	 	 	 	 	 
	 	OCEANEERING INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Harris J. Pappas
 
	 	 	Harris J. Pappas 	 
	 	 	Chairman, Compensation Committee of
the Board 
	 



          Participant hereby accepts the foregoing amendment to the Amended and Restated 2002 Restricted
Stock Unit Award Incentive Agreement on this 15th day of December, 2008.




	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ John R. Huff
 	 
	 	 	John R. Huff 	 
	 	 	 	 
	 




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