AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into by and between HELIX ENERGY SOLUTIONS GROUP, INC., a Minnesota corporation (the “Company” ) and Robert P. Murphy (the “Employee” ) effective as of January 1, 2009.

WHEREAS, the Company and the Employee previously entered into an agreement the deferred compensation provisions of which are set forth in an exhibit to the Employee’s offer letter dated January 22, 2006 entitled “Employment Agreement” (the “Employment Agreement” ) and are incorporated by reference into a letter agreement between the Company and Employee dated December 21, 2006 (the “Letter Agreement” ); and

WHEREAS, the Company and the Employee desire to amend the Employment Agreement to comply with section 409A of the Internal Revenue Code of 1986, as amended;

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Employee hereby agree as follows:

(1)   Accrued Bonus Due Upon Death.   Clause (ii) of the second sentence of Section 7(b) is deleted and the following provision is inserted in its stead:

(ii)  ten (10) days after Employee’s death, any accrued but, as of the date of such death, unpaid Incentive Bonus (or, if such death shall have occurred after the first three (3) months of the Company’s fiscal year, any prorated portion thereof.)

(2)   Accrued Bonus Due Upon Disability.   The third sentence of Section 7(c) is deleted and the following provision is inserted in its stead:

In the event of Employee’s termination of employment due to Disability the Company shall pay to Employee, any accrued but, as of the date of such termination, unpaid Incentive Bonus (or, if such Disability shall have occurred after the first three (3) months of the Company’s fiscal year, any prorated portion thereof.) ten (10) days after Employee’s Separation From Service.

(3)   Cash Severance Payments.   The last sentence of the first paragraphs of Section 7(d) and Section 7(e) of the Employment Agreement is deleted and the following provision is inserted in its stead.

To the extent due, any cash severance benefits specified in Section 7(d), Section 7(e) and any other provision of the Agreement (other than Section 7(b)), shall be paid on the date that is ten days following Employee’s Separation From Service if Employee is not a Specified Employee or on the date that is six months following Employee’s Separation From Service if Employee is a Specified Employee.  For purposes of this Agreement, the terms “ Separation From Service ” and “ Specified Employee ” shall have the meanings ascribed to such terms in section 409A of the Internal Revenue Code of 1986, as amended and the Department of Treasury regulations issued thereunder (“ Section 409A ”).

(4)   Medical and Dental Benefits.   The Employment Agreement is amended by adding thereto the following new Section 9(h):

To the extent that the medical or dental insurance benefits specified in Section 7(d) or Section 7(e), as applicable, are taxable to Employee and are not otherwise exempt from Section 409A the following provisions shall apply to the reimbursement of such benefits.  The amount of medical or dental insurance expenses eligible for reimbursement during Employee’s taxable year will not affect the expenses eligible for reimbursement in any other taxable year (with the exception of applicable lifetime maximums specified in the plans).  Employee’s right to reimbursement is not subject to liquidation or exchange for another benefit.

(5)   Tax Gross-Up Payments.   The tax gross-up payment provision of Section 7(f) is amended in its entirety to provide as follows:

(i)   Certain Additional Payments by the Company .  Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this section) (a “ Payment ”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter referred to as the “ Excise Tax ”), then Employee shall be