OCEANEERING INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.5 OCEANEERING INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated Effective January 1, 2009)

ARTICLE I
Purpose and Status      1.1. Purpose of Plan . The purpose of the Oceaneering International, Inc. Supplemental Executive Retirement Plan (the "Plan") is to advance the interests of Oceaneering International, Inc. (the "Company") and its participating subsidiaries and affiliates, and of its owners, by attracting and retaining in its employ highly qualified individuals for the successful conduct of its business. The Company hopes to accomplish these objectives by helping to provide for the retirement of its key employees selected to participate in the Plan.      1.2. Status . The Plan is intended to qualify for certain exemptions under Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), provided for plans that are unfunded and maintained primarily to provide deferred compensation for a select group of management or highly compensated employees. The Plan is not intended to comply with requirements under Section 401 of the Internal Revenue Code of 1986, as amended ("Code"). The Plan is intended to comply with Section 409A of the Code.      1.3. Effective Date . This amendment and restatement of the Plan is effective as of the close of business December 31, 2008 ("Effective Date").      1.4. Grantor Trust . The Company may establish, in its sole discretion, a grantor trust to be utilized in conjunction with this Plan (the "Trust").      1.5. Code Section 409A . This amendment and restatement of the Plan is intended to comply with the requirements of Code Section 409A and applies to benefits earned or vested on or after January 1, 2005, and the earnings thereon, except as otherwise explicitly provided herein.

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ARTICLE II
Definitions           The following capitalized terms shall have the meanings set forth below, unless a different meaning is reasonably required by the context.      2.1. "Account" means collectively the Participant’s Company Account and the Participant’s Deferral Account which are sub-accounts of the Participant’s Account. Separate sub-accounts may be maintained for each Participant for each Plan Year in which hypothetical deferrals or contributions are made by or on behalf of the Participant. Additional separate sub-accounts may be established as the Committee deems necessary.      2.2. "Affiliate" means with respect to the Company, (i) any corporation that is a member of a controlled group of corporations (within the meaning of Section 414(b) of the Code) of which the Company is a member; (ii) any trade or business (whether or not incorporated) that is under common control with the Company (within the meaning of Section 414(c) of the Code); (iii) any organization which is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) of which the Company is a member; (iv) any other organization or entity which is required to be aggregated with the Company under Section 414(o) of the Code and Regulations issued thereunder; or (v) any other related organization or entity designated by the Board as an Affiliate.      2.3. "Beneficiary" means the person designated by each Participant, on a form provided by the Company for this purpose, to receive the Participant’s distribution under this Plan in the event of the Participant’s death prior to receiving complete payment of his Vested Account. In order to be effective under this Plan, any form designating a Beneficiary must be delivered to the Committee before the Participant’s death. In the absence of such an effective designation of a Beneficiary, "Beneficiary" means the Participant’s spouse or, if there is no spouse on the date of Participant’s death, the Participant’s estate.      2.4. "Board" means the Board of Directors of the Company, or the board of directors or similar body of any entity that is a successor to the Company.      2.5. "Bonus" means any amount payable to a Participant under any plan, policy or program of the Company providing for the payment of cash bonuses to employees. The Committee shall establish the types of bonus payments that are deferrable by the Participant under the Plan.      2.6. "Business Day" means any day on which the New York Stock Exchange is open for business.      2.7. "Change in Control" means the earliest date at which:           (a) any person is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules and

regulations promulgated thereunder), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or           (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or           (c) the Company is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 60% of the outstanding Voting Securities of the surviving or resulting corporation or entity shall then be owned by the former stockholders of the Company; or           (d) a tender offer or exchange offer is made and consummated by a person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or           (e) all or substantially all of the assets of the Company are sold or transferred to a person as to which (i) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such person are not consolidated for financial reporting purposes.           Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of persons which includes the Participant, acquiring more than 20% of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.      2.8. "Committee" means the Compensation Committee of the Board, or such other committee appointed by the Board to act as administrator of the Plan and to perform the duties described in Articles VI and VII.      2.9. "Company Account" means the bookkeeping account maintained by the Committee reflecting each Participant’s Company Contributions, together with any hypothetical income, gain or loss and any payments or distributions attributable to such bookkeeping account.      2.10. "Company Contribution" means the total hypothetical Discretionary Contributions credited to a Participant’s Company Account for any one Plan Year pursuant to the provisions of Section 4.1.

     2.11. "Compensation" means monthly base salary before any reductions.      2.12. "Deemed Investments" mean, with respect to any Account, the hypothetical investment options with respect to which such Account is deemed to be invested for purposes of determining the value of such Account under this Plan.      2.13. "Deferral Account" means the bookkeeping account maintained by the Committee reflecting each Participant’s Deferrals, together with any hypothetical income, gain or loss and any payments or distributions attributable to such bookkeeping account.      2.14. "Disability" means a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. A Participant’s disability and its anticipated duration shall be determined solely by a medical physician of the Participant’s choice to be approved by the Company, which approval shall not be unreasonably withheld.      2.15. "Discretionary Contribution" means the hypothetical contributions credited to a Participant’s Company Account for any Plan Year at the discretion of the Company.      2.16. "Participant" means an employee of the Company who has been selected to participate in the Plan.      2.17. "Participant Deferral" means Compensation that is deferred by a Participant and credited, as a hypothetical bookkeeping entry, to the Participant’s Deferral Account for any one Plan Year pursuant to the provisions of Section 4.2.      2.18. "Plan" means the Oceaneering International, Inc. Supplemental Executive Retirement Plan and any amendments hereto.      2.19. "Plan Year" means the 12-month period beginning on July 1st and ending on June 30th of each calendar year.      2.20. "Regulations" means regulations established under the Code of Federal Regulations, as amended.      2.21. "Separation from Service" means a "separation from service" within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation 1.409A-1(h).      2.22. "SERP Administrative Committee" means the committee to which the Board has delegated certain limited authority under Section 7.2 of the Plan.      2.23. "Specified Employee" means a key employee (as defined in Code Section 416(i), without reference to paragraph (5) thereof) of the Company. For purposes of this definition, a Participant is a key employee if the Participant meets the requirements of Code Section 416(i) (disregarding paragraph (5) thereof) at any time during the twelve-month period ending on an identification date. The identification date for this purpose shall be December 31. If a

Participant is a key employee as of December 31, the Participant is treated as a Specified Employee for the twelve-month period beginning on April 1 immediately following such date.      2.24. "Unforeseeable Emergency" means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Section 409A(a)(2)(B)(ii) of the Code and Treasury Regulation 1.409A-3(i)(3)(i)); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant is faced with an Unforeseeable Emergency is to be determined by the Committee in its sole discretion, based on the relevant facts and circumstances of each case. In any case, a distribution on account of Unforeseeable Emergency may not exceed the amount necessary to relieve the emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent that the emergency may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or by cessation of deferrals under the Plan.      2.25. "Valuation Date" means each Business Day; provided, however, that the value of an Account on a day other than a Business Day shall be the value as determined for the most recent prior Business Day.      2.26. "Vested Account" means the sum of the Participant’s Vested Company Account and the Participant’s Deferral Account.      2.27. "Vested Company Account" means the sum of the Company Account multiplied by the Vested Percentage.      2.28. "Vested Percentage" means the percentage as to which a Participant is vested in his Company Account as determined under Section 3.4.      2.29. "Voting Securities" means, with respect to any corporation or business enterprise, those securities which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.      2.30. "Year(s) of Participation" means each 12 consecutive full months of employment after the individual first becomes a Participant.

ARTICLE III
Accounts      3.1. Company Account . The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Company Account. A separate Company Account ("Plan Year Company Sub-Account") shall be maintained for each Participant for each Plan Year in respect of which hypothetical Company Contributions, if any, are credited under the Plan for the benefit of the Participant. The Committee shall credit, as a bookkeeping entry, the amount of each Company Contribution made on behalf of a Participant pursuant to Section 4.1 to such Participant’s Company Account as of the last day of each month of the Plan Year for which the Company Contribution was made or at such other times as determined by the Committee. The Committee shall further adjust the Participant’s Company Account with any hypothetical income, gain or loss and any payments or distributions attributable to such Account on a daily basis, or at such other times as it shall determine, based upon the performance of the specific Deemed Investments selected from time to time by the Participant. The Company shall not be required to segregate any of its assets with respect to the Company Accounts, nor shall any provision of the Plan be construed as constituting such segregation.      3.2. Participant Deferral Account . The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Deferral Account. A separate Deferral Account ("Plan Year Employee Sub-Account") shall be maintained for each Participant for each Plan Year in respect of which hypothetical Participant Deferrals, if any, are credited under the Plan for the benefit of the Participant. The Committee shall credit, as a bookkeeping entry, the amount of each Participant Deferrals made on behalf of a Participant pursuant to Section 4.2 to such Participant’s Deferral Account as soon as administratively feasible following the applicable deferral. The Committee shall further adjust the Participant’s Deferral Account with any hypothetical income, gain or loss and any payments or distributions attributable to such Account on a daily basis, or at such other times as it shall determine, based upon the performance of the specific Deemed Investments selected from time to time by the Participant. The Company shall not be required to segregate any of its assets with respect to the Deferral Accounts, nor shall any provision of the Plan be construed as constituting such segregation.      3.3. Deemed Investments . In accordance with procedures established by the Committee, the Participant may designate the specific Deemed Investments with respect to which his Account shall be deemed to be invested. If a Participant fails to make a proper designation, then his Account shall be deemed invested in the Deemed Investment(s) designated by the Committee in a uniformly non-discriminatory manner. A Participant may change such designation with respect to future Company Contributions and Participant Deferrals, as well as with respect to amounts already credited to his Account, provided such change(s) are made in accordance with the procedures established by the Committee. A copy of any available prospectus or other disclosure materials for each of the Deemed Investments shall be made available to each Participant upon request. The Committee shall determine from time to time each of the Deemed Investments made available under the Plan and may change any such determinations at any time. Nothing herein shall obligate the Company to invest any part of its

assets in any of the investment vehicles serving as the Deemed Investments. The Deemed Investments available hereunder shall be maintained in connection with the records of the administration of the Plan and may be mirrored by investment funds that actually are maintained under the Trust. Neither the Committee nor the trustee of any Trust maintained in connection with the Plan shall be bound to honor or follow any Participant’s request regarding his election of desired Deemed Investment and the amounts to be invested in each such option, but the Participant nevertheless shall be credited under the Plan with the hypothetical performance of the hypothetical investment options that the Participant requested from those which are made available under the Plan. The Company shall have the right, at any time and from time to time, in its sole discretion, to substitute assets of equal fair market value for any asset held by the trustee of any Trust maintained in connection with the Plan.      3.4. Vesting of Company Account . A Participant’s Vested Percentage shall be determined by the Participant’s Years of Participation as of each June 30th, as set forth in the following schedule:

     Upon any Participant’s Separation from Service with the Company, such Participant shall forfeit the non-vested portion of his Company Account. For these purposes, the Vested Percentage shall be determined as of the date of the Participant’s Separation from Service; provided, however, that amounts not so forfeited shall continue to be adjusted in accordance with Sections 3.1 and 3.3 from and after such Separation from Service.      The vesting schedule above notwithstanding, the Participant shall have a Vested Percentage of 100% for his Company Account upon the soonest of the following to occur during the Participant’s employment with the Company: (i) the date on which the Participant completes 10 Years of Participation, (ii) the date on which the sum of the Participant’s attained age and Years of Participation equals 65, (iii) the date of the Participant’s Separation from Service as a result of his death or Disability, or (iv) the date of the Participant’s Separation from Service within 24 months following a Change in Control.      In the event the Company terminates the entire Plan, all Participants shall be 100% vested in their Company Account not previously forfeited; provided, however, that distributions shall be made in accordance with Article V of the Plan. Cessation of Company Contributions under the Plan shall not be deemed a termination of the Plan.      3.5. Vesting of Deferral Account . A Participant’s Vested Percentage with regard to the Participant’s Deferral Account will always be 100%.

     3.6. Nature and Source of Payments . Subject to the provisions of Article VIII, the obligation to make distributions under this Plan with respect to each Participant shall constitute a liability of the Company to the Participant and any Beneficiary in accordance with the terms of this Plan. All distributions payable hereunder shall be made from the general assets of the Company, and nothing herein shall be deemed to create a trust of any kind between the Company and any Participant or other person. No special or separate fund need be established nor need any other segregation of assets be made to assure that distributions will be made under this Plan. No Participant or Beneficiary shall have any interest in any particular asset of the Company by virtue of the existence of this Plan. Each Participant and Beneficiary shall be an unsecured general creditor of the Company.      3.7. Statements to Participants . Periodically as determined by the Committee, but not less frequently than annually, the Committee shall transmit to each Participant a written statement regarding the Participant’s Account for the period beginning on the date following the effective date of the preceding statement and ending on the effective date of the current statement.

ARTICLE IV
Contributions      4.1. Company Contributions . For each Plan Year or portion thereof, the Committee shall, in its sole discretion, declare a Company Contribution percentage for each Participant; provided, however, that the Committee retains the right to change the Company Contribution percentage for any Participant during the Plan Year. The Company Contribution percentage declared for a Participant may, but need not be, the same as the percentage declared for other Participants. Company Contributions shall be credited as of the last day of each month of the Plan Year, or at such other times as determined by the Committee, to each Participant’s Company Account.      4.2. Participant Deferrals . For each Plan Year, the Committee may, in its sole discretion, allow a Participant to elect to defer, under the terms of Section 4.4 and Section 4.5, the present payment by the Company of Compensation earned during such Plan Year, and have that amount credited, as a bookkeeping entry, to his Participant Deferral Account at the time it would otherwise have been payable. The Compensation otherwise currently payable to the Participant shall be reduced by the amount of such Participant’s Deferrals.      4.3. Election to Participate . After an employee has been notified by the Committee that he is eligible to participate in the Plan for a given Plan Year, he must notify the Committee in writing whether he chooses to participate in the Plan for such Plan Year. An election to participate in the Plan for a given Plan Year shall be effective upon its actual receipt by the Committee. A Participant’s written election for any given Plan Year (i) shall specify the type or types and the amount or amounts of Compensation that he wishes to defer pursuant to Sections 4.4 and/or 4.5 hereof; (ii) shall specify the payment date or payment commencement date pertaining to his Vested Account (established only in respect of the relevant Plan Year); and (iii) shall specify the form of payment of his Vested Account (established only in respect of the relevant Plan Year). The written election with respect to any Plan Year must be filed with the Committee no later than prior to the first day of such Plan Yea