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1.	To elect six directors to serve until the 2014 Annual Meeting of Stockholders;

2.	To hold an advisory vote on executive compensation;

3.	To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013; and

4.	To transact such other business as may properly come before the Meeting and any adjournments thereof.

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•	obtaining appropriate insurance coverage;

•	implementing measures designed to ensure the highest standard of safety for personnel, the environment and property in performing the Company's operations; and

•	evaluating and identifying risk related to the Company's capital structure in light of a rigorous assessment of its business activities.

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(1)

According to a Schedule 13G amendment filed jointly on February 14, 2013, by Baron Capital Group, Inc. (“BCG”), BAMCO, Inc. (“BAMCO”), Baron Capital Management, Inc. (“BCM”) and Ronald Baron (“Mr. Baron”), the filers are collectively the beneficial owners of more than 5% of the outstanding Common Stock. BCG and Mr. Baron have shared voting power with respect to 922,827 shares of Common Stock and shared dispositive power with respect to 1,022,827 shares of Common Stock. BAMCO has shared voting power with respect to 874,200 shares of Common Stock and shared dispositive power with respect to 974,200 shares of Common Stock. BCM has shared voting power with respect to 48,627 shares of Common Stock and shared dispositive power with respect to 48,627 shares of Common Stock. BAMCO and BCM serve as an investment advisor and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,022,827 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. To our knowledge, no one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

(2)

According to a Schedule 13G amendment filed on February 11, 2013, by BlackRock Inc. (“BlackRock”), BlackRock has sole dispositive power and sole voting power with respect to 1,200,062 shares of Common Stock. BlackRock serves as a parent holding company, and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 1,200,062 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

(3)

According to a Schedule 13G filed on February 11, 2013, by Dimensional Fund Advisors LP (“Dimensional”), Dimensional has sole voting power with respect to 1,209,039 shares of Common Stock and sole dispositive power with respect to 1,232,405 shares of Common Stock. Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional may act as advisor or sub-advisor to certain Funds. In its role as investment advisor, sub-advisor and/or manager, neither Dimensional nor its subsidiaries possess voting and/or investment power over the shares of Common Stock owned by the Funds and may be deemed to be the beneficial owner of the shares of Common Stock.  However, all of the Common Stock is owned by the Funds and Dimensional disclaims beneficial ownership of all such securities. The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock held in their respective accounts. No one such Fund’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

(4)	According to a Form 13F filed on February 13, 2013, by Findlay Park Partners LLP ("Findlay"), Findlay owns 1,018,450 shares of Common Stock. As a foreign owner of Common Stock, no further information is required or available.

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(5)	According to a Schedule 13G filed on January 18, 2013, by Royce & Associates LLC ("Royce"), Royce has sole dispositive and sole voting power over 1,245,983 shares of Common Stock. Royce serves as an investment adviser, and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,245,983 shares of Common Stock.

(6)

According to a Schedule 13G amendment filed on February 12, 2013, by The Vanguard Group, Inc. (“Vanguard”), Vanguard has sole voting power with respect to 14,726 shares of Common Stock, sole dispositive power with respect to 1,139,268 shares of Common Stock and shared dispositive power with respect to 13,826 shares of Common Stock. Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 13,826 shares of the Common Stock as a result of its serving as an investment manager of collective trust accounts. VFTC directs the voting of these shares. Vanguard Investments Australia, Ltd. ("VIA"), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 900 shares of the Common Stock as a result of its serving as investment manager of Australian investment offerings. VIA directs the voting of these shares. Vanguard may be deemed to beneficially own 1,153,094 shares of Common Stock.

(7)

According to a Schedule 13G amendment filed on January 10, 2013, by Wellington Management Company, LLP (“Wellington”), Wellington has shared voting power with respect to 1,006,222 shares of Common Stock and shared dispositive power with respect to 2,092,835 shares of Common Stock. Wellington serves as an investment advisor and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 2,092,835 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

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(1)	Unless otherwise indicated, the address of each of the persons whose name appears in the table above is: c/o SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316.

(2)

The information contained in the table above reflects “beneficial ownership” of Common Stock within the meaning of Rule 13d-3 under the Exchange Act. Unless otherwise indicated, all shares of Common Stock are held directly with sole voting and dispositive power. Beneficial ownership information reflected in the table above includes shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days after the date of this Proxy Statement.

(3)

Includes 559,700 shares of Common Stock that Mr. Fabrikant may be deemed to own through his interest in, and control of (i) Fabrikant International Corporation ("FIC"), of which he is President, the record owner of 358,529 shares of Common Stock; (ii) VSS Holding Corporation, of which he is President and sole stockholder, the record owner of 89,236 shares of Common Stock; (iii) the Article Seven Trust, of which he is a trustee, the record owner of 1,434 shares of Common Stock; (iv) the Charles Fabrikant 1974 Trust, of which he is a trustee, the record owner of 1,540 shares of Common Stock; (v) the Jane Strasser 1974 Trust, of which he is a trustee, the record owner of 1,540 shares of Common Stock; (vi) the Sara J. Fabrikant 2012 GST Exempt Trust, of which he is a trustee, the record owner of 12,000 shares of Common Stock; (vii) Sara Fabrikant, his wife, the record owner of 14,826 shares of Common Stock; (viii) the Estate of Elaine Fabrikant, over which he is the executor, the record owner of 18,995 shares of Common Stock; (ix) the Charles Fabrikant 2012 GST Exempt Trust, of which his wife is a trustee, the record holder of 60,000 shares of Common Stock; (x) the Harlan Saroken 2009 Family Trust, of which his wife is a trustee, the record holder of 800 shares of Common Stock; and (xi) the Eric Fabrikant 2009 Family Trust, of which his wife is a trustee, the record owner of 800 shares of Common Stock; and includes 55,600 shares of restricted stock over which Mr. Fabrikant exercises sole voting power and 228,108 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(4)	Includes 38,660 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(5)	Includes 9,800 shares of restricted stock over which Mr. Fagerstal exercises sole voting power and 27,060 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(6)	Includes 38,000 shares of restricted stock over which Mr. Lorentzen exercises sole voting power, 32,500 shares of Common Stock that Mr. Lorentzen may be deemed to own through various trusts held for his children and 50,256 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(7)	Includes 34,794 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.

(8)	Includes 5,095 shares of Common Stock that Mr. Regan may be deemed to own through various trusts held for his children and 27,062 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.

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(9)	Includes 12,160 shares of restricted stock over which Mr. Robinson exercises sole voting power and 8,373 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(10)	Includes 11,020 shares of restricted stock over which Mr. Ryan exercises sole voting power and 5,797 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or will become exercisable within 60 days.

(11)	Includes 30,928 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.

(12)	The number of shares of our Common Stock owned by all director nominees and executive officers includes 675,597 shares of Common Stock issuable upon the exercise of options that are exercisable or will become exercisable within 60 days.

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•	chairing executive sessions of Board meetings, which include meetings to evaluate and review the performance of the Executive Chairman and the Chief Executive Officer;

•	acting as chairman for any Board meetings when the Executive Chairman is not present;

•

conferring with the Executive Chairman and the Chief Executive Officer and serving as a liaison between the independent directors (who also have direct and complete access to the Executive Chairman and the Chief Executive Officer) and the Executive Chairman and the Chief Executive Officer as appropriate, including providing them with consolidated feedback from executive sessions of the independent directors;

•	acting on behalf of the Company to communicate corporate governance matters to the Company’s stockholders; and

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•	together with the Chairman of the Nominating and Corporate Governance Committee, presiding over the Board’s self-evaluation.

•	experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company;

•	proven judgment, competence and/or substantial accomplishments within an industry or area of importance to the Company;

•	prior or current association with institutions noted for their excellence;

•	complementary professional skills and experience addressing the complex issues facing a multifaceted international organization;

•	an understanding of the Company’s businesses and the environment in which the Company operates; and

•	diversity as to business experiences, educational and professional backgrounds and ethnicity.

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(1)	Member of the Compensation Committee.

(2)	Member of the Nominating and Corporate Governance Committee.

(3)	Member of the Audit Committee.

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(1)	Member of the Compensation Committee.

(2)	Member of the Nominating and Corporate Governance Committee.

(3)	Member of the Audit Committee.

(4)	Non-employee directors were paid at an annual rate of $52,000 and received $4,000 for every Board and Committee meeting attended in person and $2,000 for each meeting attended by telephone. During 2012, Mr. Morse elected to defer $11,500 of compensation in the Company’s Non-Qualified Deferred Compensation Program.

(5)

On June 6, 2012, each of the non-employee directors was granted 500 shares of Common Stock (consistent with the previous year). The dollar amount of stock awards set forth in this column is equal to the grant date fair value of such stock awards calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 without regard to forfeitures for stock-based compensation (Formerly FAS 123R). Discussion of the policies and assumptions used in the calculation of grant date value are set forth in Notes 1 and 13 of the Consolidated Financial Statements in the Company’s 2012 Annual Report to Stockholders.

(6)

On June 6, 2012, each of the non-employee directors was granted 3,000 options to purchase shares of Common Stock (consistent with the previous year). The dollar amount of option awards set forth in this column is equal to the grant date fair value of such option awards calculated in accordance with FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the compensation cost are set forth in Notes 1 and 13 of the Consolidated Financial Statements in the Company’s 2012 Annual Report to Stockholders.

(7)	Resigned from being a non-employee director of SEACOR subsequent to December 31, 2012.

(8)	As of December 31, 2012, Mr. de Demandolx had 30,000 outstanding options to purchase Common Stock, of which 27,000 were exercisable.

(9)	As of December 31, 2012, Mr. Fairbanks had 9,000 outstanding options to purchase Common Stock, of which 6,000 were exercisable.

(10)	As of December 31, 2012, Mr. Fogg had 7,500 outstanding options to purchase Common Stock, of which 4,500 were exercisable.

(11)	As of December 31, 2012, Mr. Hadjipateras had 30,000 outstanding options to purchase Common Stock, of which 27,000 were exercisable.

(12)	As of December 31, 2012, Mr. Morse had 30,000 outstanding options to purchase Common Stock, of which 27,000 were exercisable.

(13)	As of December 31, 2012, Mr. Regan had 21,000 outstanding options to purchase Common Stock, of which 18,000 were exercisable.

(14)	As of December 31, 2012, Mr. Webster had 21,000 outstanding options to purchase Common Stock, of which 18,000 were exercisable.

(15)	As of December 31, 2012, Mr. Wisch had 24,000 outstanding options to purchase Common Stock, of which 21,000 were exercisable.

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•	identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for election at the Company’s Annual Meeting of Stockholders and to fill Board vacancies;

•	recommending modifications, as appropriate, to the Company’s policies and procedures for identifying and reviewing Board candidates, including those related to Board candidates submitted for consideration by stockholders;

•	reviewing the composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities;

•	periodically reviewing the size of the Board and recommending any appropriate changes;

•	overseeing the evaluation of the Board and management;

•	recommending changes in director compensation; and

•	various governance responsibilities.

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•	experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company;

•	proven judgment, competence and/or substantial accomplishments within an industry or area of importance to the Company;

•	prior or current association with institutions noted for their excellence;

•	complementary professional skills and experience addressing the complex issues facing a multifaceted international organization;

•	an understanding of the Company’s businesses and the environment in which the Company operates; and

•	diversity as to business experiences, educational and professional backgrounds and ethnicity.

•	management’s execution of the Company’s financial reporting process, including the reporting of any material events, transactions, changes in accounting estimates or changes in important accounting principles and any significant issues as to adequacy of internal controls;

•	the selection and performance of the Company’s independent registered public accounting firm (including its qualifications and independence);

•	the review of the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof;

•	the Company’s systems of internal accounting and financial controls and the annual independent audit of the Company’s financial statements;

•	risk management and controls, which include assisting management in identifying and monitoring risks, developing effective strategies to mitigate risk, and incorporating procedures into its strategic decision-making (and reporting developments related thereto to the Board); and

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•	the processes for handling complaints relating to accounting, internal accounting controls and auditing matters.

•	reviewed and discussed the audited financial statements with management;

•	discussed with the Company’s independent registered public accounting firm, Ernst & Young LLP, the matters required to be discussed by Statements on Auditing Standards No. 114 The Auditor’s Communication with Those Charged with Governance; and

•	received the written disclosures and the letter from Ernst & Young LLP as required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence.

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•	approves, either on its own or in consultation with the Company’s independent directors, the compensation of the Executive Chairman, the Chief Executive Officer, other executive officers, and certain officers or managers of a Business Unit or subsidiary who receive an annual base salary of more than $300,000;

•	evaluates the performance of the Executive Chairman and the Chief Executive Officer and reports its findings to the Board;

•	reviews, approves and makes recommendations with respect to changes in incentive compensation and equity-based plans;

•	approves all grants of stock options and restricted stock awards;

•	reviews and makes recommendations with respect to director compensation;

•	prepares a report to be included in the Company’s annual proxy statement; and

•	prepares an annual performance self-evaluation.

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•	emergency and crisis services activities;

•	agricultural commodity trading and logistics activities;

•	other activities, primarily lending and leasing activities; and

•	noncontrolling investments in various other businesses, primarily industrial aviation services businesses in Asia.

•	Sold two businesses for a combined $115.0 million and a combined recognized gain of $25.7 million, net of tax (or $1.24 per diluted share);

•	Paid a Special Cash Dividend to stockholders of $100.4 million (or $5.00 per share);

•	Obtained additional financing, including completing the sale of $350.0 million aggregate principal amount of 2.5% Convertible Senior Notes due in 2027 and issuing a $200.0 million aggregate principle amount of 7.75% senior unsecured notes due in 2022 for its former aviation subsidiary, Era Group Inc.;

•	Completed the spin-off of Era Group Inc.;

•	Completed the merger of O'Brien's Response Management, L.L.C. and Witt Group Holdings, LLC;

•	Acquired a fleet of liftboats, property and working capital for $142.5 million;

•	Sold property and equipment for net proceeds of $173.1 million ($119.2 million in cash, $5.0 million in cash deposits previously received and $48.9 million in seller financing);

•	Achieved after-tax earnings of $61.2 million ($2.95 diluted earnings per share);

•	Secured a 3.4% return on beginning stockholders' equity of  $1,789.6 million;

•	Repurchased 1,377,798 shares for $119.5 million at an average price of $86.77; and

•	Achieved a 54.5% year-over-year increase in diluted earnings per common share to $2.95.

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•	Keeping salaries at 2012 levels (which, for most individuals have not increased from levels set in 2007);

•	Slightly increased annual cash bonuses awarded in response to improved company and individual performance; and,

•	Increased long-term equity incentive grants awarded to offset lower share value post spin-off of the Company's former aviation division, Era Group Inc.

•	Froze Base Salaries. We have generally kept our NEOs' base salaries the same since 2007.

•	Deferred 40% of Annual Bonuses. We continued our practice of deferring payment of 40% of our NEOs' annual bonuses to subsequent years, i.e., half to the first quarter of 2014 and the remaining half to the first quarter of 2015.

•	Five-Year Vesting of Stock Options. Approximately one-half of each executives' long-term incentive grant is delivered as stock options with a five-year vesting period and priced at four designated quarterly dates throughout the year of grant.

•	Peer Benchmarking Practices. While we reviewed general market data in setting 2012 compensation levels, we did not target any particular level against a set peer group as we do not believe a completely comparable group exists.

•	Implemented a Clawback Policy. We have implemented a clawback policy applicable to our NEOs' executive compensation starting in 2013, as detailed more fully below.

•	No Repricing or Replacing Outstanding Stock Options. We have never repriced or replaced any of our outstanding stock options.

•	No Perquisites. We do not grant perquisites to our NEOs that are different from the perquisites available to all our employees generally.

•	No Tax Gross-ups. We have never provided any tax gross-up payments to NEOs and have no contract or agreement with any NEO that provides for a tax gross-up payment, including those related to change-of-control payments subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended.

•	No Excessive Severance Payments. We have no termination arrangements with our NEOs, and there are no excessive severance payments in case of their termination of employment.

•	No Hedging By Our NEOs. None of our NEOs have hedged their company stock interests.

•	No Pledging By Our NEOs. None of our NEOs have pledged any of their company stock.

•	No Guaranteed Bonuses. We believe that bonuses should reflect actual company and individual performance. Therefore, we do not guarantee bonus payments to our NEOs.

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•	No Common Performance Metrics Used for Both Annual and Long-Term Incentives. As detailed below, we use different performance metrics for our annual and long-term incentive plans.

•	No Employment Contracts with NEOs. We do not maintain any employment contracts with our NEOs.

•	No Severance Agreements with NEOs. We do not maintain any severance agreements with our NEOs.

•	No Change-of-Control Agreements with NEOs. We do not maintain any change-of-control agreements with our NEOs.

(i)	the Company’s corporate transactions, financial results and projections;

(ii)	the individual performance of the Company’s executive officers and the overall performance of each business unit;

(iii)	the Executive Chairman’s and the Chief Executive Officer’s recommendations; and

(iv)	conditions in the job market.

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(i)	market comparisons for cash and equity compensation;

(ii)	the potential for future roles within the Company;

(iii)	the risk in not retaining an individual;

(iv)	total compensation levels before and after the recommended compensation amounts;

(v)	compensation summaries for each senior executive that total the dollar value of all compensation-related programs, including salary, annual incentive compensation, long-term compensation, deferred compensation and other benefits; and

(vi)	the fact that the Company has not entered into employment contracts and does not provide perquisites, supplemental retirement or severance programs.

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•	Stockholder returns on equity on both a before and after-tax basis;

•	operating cash flow for the Company and its business units;

•	returns on operating assets;

•	cash generated relative to cost of replacement;

•	quality of the asset base;

•	results of trading assets;

•	tax strategies and cash retention;

•	financing activity;

•	degree of risk inherent in the balance sheet;

•	success of corporate strategies, mergers and acquisitions and divestitures; and

•	effective use of finance strategies.

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•	the Company’s results and projections for the current fiscal year;

•	conditions in the job market;

•	job performance;

•	industry conditions and market compensation levels, generally;

•	potential for future growth roles within the Company; and

•	the risk in not retaining an individual.

•	Base salary levels for senior managers are also set in recognition of the fact that the Company has no:

•	formal retirement program or severance plans;

•	supplemental employee retirement program;

•	employment agreements or pre-committed bonuses;

•	perquisites;

•	gross-up provisions; or

•	non-ordinary course benefit plans.

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(1)	$75,000 of Mr. Ryan's 2012 Bonus was awarded specifically in connection with his work regarding the sale of a portion of the Company's environmental business, National Response Corporation, and was paid in 2012 upon closing of the transaction.

(2)	$150,000 of Mr. Robinson's 2012 Bonus was awarded specifically in connection with his work regarding the sale of a portion of the Company's environmental business, National Response Corporation, and was paid in 2012 upon closing of the transaction.

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•	leadership experience, professional experience, ability to teach and train, communication skills and unique combination of business and legal background;

•	development and growth of diverse business units, the divestiture of which has unlocked significant stockholder value;

•	deal-making and transactional skills, particularly his experience with international business transactions;

•	familiarity with sophisticated capital markets and broad asset classes; and

•	experience in developing interrelated businesses, particularly in the shipping, inland, offshore and energy industries.

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•	Sold a portion of our environmental business to J.F. Lehman & Company for a net sales price of $99.9 million and recognized a gain of $18.6 million, net of tax (or $0.90 per diluted share);

•	Sold our energy trading division, SEACOR Energy Inc., for a net sales price of $15.1 million and recognized a gain of $7.1 million, net of tax ($0.34 per diluted share);

•	Paid a Special Cash Dividend to stockholders of $100.4 million (or $5.00 per share); and

•	Obtained additional financing for the Company, including completing the sale of $350.0 million aggregate principal amount of 2.5% Convertible Senior Notes due in 2027 and issuing a $200.0 million aggregate principal amount of 7.75% senior unsecured notes due in 2022 for its former aviation subsidiary, Era Group Inc.;

•	Completed the spin-off of Era Group Inc.;

•	Completed the merger of O'Brien's Response Management, L.L.C. and Witt Group Holdings, LLC;

•	Acquired a fleet of liftboats, property and working capital for $142.5 million;

•	Achieved after-tax earnings of $61.2 million ($2.95 diluted earnings per share);

•	Secured a 3.4% return on beginning stockholders' equity of  $1,789.6 million;

•	Repurchased 1,377,798 shares for $119.5 million at an average price of $86.77; and

•	Achieved a 54.5% year-over-year increase in diluted earnings per common share to $2.95.

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•	leadership experience and conservative management philosophy;

•	deal-making and transactional skills, particularly his experience with international business transactions;

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•	experience in developing a wide variety of businesses and related operations, particularly in the shipping, inland, offshore and energy industries; and

•	ability to lead, teach and train others.

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(1)

Sixty percent (60%) of the bonus is paid at the time of the award and the remaining forty percent (40%) is paid in two equal annual installments approximately one and two years after the date of the grant. Interest is currently paid on the deferred portion of bonus compensation at the rate of approximately 1.7% per annum. Any outstanding balance is payable upon the death, disability, qualified retirement, termination without “cause” of the employee, or the occurrence of a “change-in-control” of the Company; however, the outstanding balance is generally forfeited if the employee is terminated with “cause” or resigns without “good reason.”

(2)

The dollar amount of restricted stock and stock options set forth in these columns reflects the aggregate grant date fair value of restricted stock and option awards made during 2012, 2011 and 2010 in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes 1 and 13 of the Consolidated Financial Statements included in the Company’s 2012 Annual Report to stockholders.

(3)

“All Other Compensation” includes $32,687, $34,951 and $30,414 in 2012, 2011 and 2010, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $7,500, $6,035 and $6,183 in 2012, 2011 and 2010, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan, a defined contribution plan established by the Company, effective July 1, 1994, that meets the requirements of Section 401(k) of the Internal Revenue Code.

(4)

“All Other Compensation” includes $3,867, $3,252 and $2,697 in 2012, 2011 and 2010, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $7,500, $6,035 and $7,350 in 2012, 2011 and 2010, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.

(5)	Of Mr. Ryan's 2012 Bonus, $75,000 was awarded specifically in connection with his work regarding the sale of a portion of the Company's environmental business, NRC, and was paid in 2012 upon closing of the transaction.

(6)	“All Other Compensation” includes $3,807 and $1,047 in 2012 and 2011, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $7,500 and $6,035 in 2012 and 2011, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.

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(7)

“All Other Compensation” includes $4,833, $3,601 and $2,697 in 2012, 2011 and 2010, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $7,500, $6,035 and $6,610 in 2012, 2011 and 2010, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.

(8)	Of Mr. Robinson's 2012 Bonus, $150,000 was awarded specifically in connection with his work regarding the sale of a portion of the Company's environmental business, NRC, and was paid in 2012 upon closing of the transaction.

(9)

“All Other Compensation” includes $4,164, $3,242 and $2,477 in 2012, 2011 and 2010, respectively, of interest earned on the second and third installments of bonus payments (see FN1), and $7,500, $6,035 and $4,915 in 2012, 2011 and 2010, respectively, of contributions made by the Company to match pre-tax elective deferral contributions (included under Salary) made under the SEACOR Savings Plan as described in (3) above.

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(1)

The amounts set forth in this column reflect the number of shares of restricted stock granted in March 2013. The Company generally provides restricted stock awards that vest in five equal annual installments commencing approximately one year after the date of the award. Restricted stock awards vest immediately upon the death, disability, qualified retirement, termination of the employee by the Company “without cause,” or the occurrence of a “change-in-control” of the Company. If cash dividends are paid by the Company, holders of restricted stock are entitled to receive such dividends whether or not the shares of restricted stock have vested.

(2)	Excludes restricted stock granted on March 4, 2013, with respect to 2012 compensation as follows: Mr. Fabrikant – 20,000 shares; Mr. Ryan – 6,000

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(3)

Options granted are exercisable in 20% annual increments beginning on March 4, 2014. The options are priced in four equal installments over a one-year period, with the first such installment being priced on the date of grant at an exercise price equal to the market price on that date and the remaining installments being priced quarterly thereafter at a price equal to the closing market price of Common Stock on the date of the pricing. Options not yet exercisable become immediately exercisable upon the death, disability, qualified retirement, termination of the employee by the Company “without cause,” or the occurrence of a “change-in-control” of the Company.

(4)

Excludes stock options granted on March 4, 2013, with respect to 2012 compensation as follows: Mr. Fabrikant – 30,000 shares; Mr. Ryan – 6,000 shares; Mr. Lorentzen – 30,000 shares; Mr. Robinson – 6,000 shares; and Mr. Fagerstal – 8,000 shares. One fourth of such options are exercisable at $68.17 and the exercise price of the remainder will be determined based on the closing market price of Common Stock at each of three, six and nine months after the grant date.

(5)

The dollar amount of restricted stock and stock options set forth in this column reflects the aggregate grant date fair value of restricted stock and option awards in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes 1 and 13 of the Consolidated Financial Statements in the Company’s 2012 Annual Report to Stockholders.

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(1)	Options vest incrementally at a rate of one-fifth per year.

(2)	Option exercise prices in this table reflect the $5.00 reduction that resulted from the Special Cash Dividend paid during the year ended December 31, 2012.

(3)	The amounts set forth in this column equal the number of shares of restricted stock indicated multiplied by the closing price of the Company's common stock on December 31, 2012, which was $83.68.

(4)	These shares will vest on March 4, 2015, assuming continued employment with the Company.

(5)	These shares will vest on March 4, 2016, assuming continued employment with the Company.

(6)	These shares will vest on March 4, 2017, assuming continued employment with the Company.

(7)	These options vested on March 4, 2013.

(8)	These options will vest in equal proportions on March 4 of 2013 and 2014, assuming continued employment with the Company.

(9)	These options will vest in equal proportions on March 4 of 2013, 2014 and 2015, assuming continued employment with the Company.

(10)	These options will vest in equal proportions on March 4 of 2013, 2014, 2015 and 2016, assuming continued employment with the Company.

(11)	These options will vest in equal proportions on March 4 of 2013, 2014, 2015, 2016 and 2017, assuming continued employment with the Company.

(12)	These shares will vest on September 20, 2015, assuming continued employment with the Company.

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(1)	The value realized on the exercise of stock options is based on the difference between the exercise price and the market price on the date of exercise.

(2)	The value realized on vesting is determined by multiplying the number of shares vesting by the market price at the close of business on the date of vesting.

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(1)	The amount reported as Executive Contributions are included as compensation in the Summary Compensation Table for 2012. The amount reported as Aggregate Earnings is interest on the investment of the Executive Contributions pursuant to investment selections made by the Executive and is not included as compensation in the Summary Compensation Table for 2012.

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(1)	As described in footnote 1 to Table I, sixty percent (60%) of a bonus is paid at the time of the award and the remaining forty percent (40%) is paid in two equal annual installments approximately one and two years after the date of the award. The amount in this table represents the total of all remaining annual installments yet to be paid as of December 31, 2012.

(2)

The dollar amount in this column reflects the accumulated value based on the difference between the strike prices and the closing price of the Common Stock on December 31, 2012, which was $83.68, for unvested options that would accelerate upon the death, disability, qualified retirement or termination without “cause” of the employee, or the occurrence of a “change in control.” Unvested options to purchase Common Stock with strike prices greater than $83.68 were excluded.

(3)	The dollar amount in this column reflects the closing price of the Common Stock on December 31, 2012, which was $83.68, for unvested shares that would accelerate upon the death, disability, qualified retirement or termination without “cause” of the employee, or the occurrence of a “change in control.”

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•	the Related Person’s relationship to the Company and interest in the Transaction;

•	the material facts of the Transaction, including the proposed aggregate value of such Transaction;

•	the materiality of the Transaction to the Related Person and the Company, including the dollar value of the Transaction, without regard to profit or loss;

•	the business purpose for and reasonableness of the Transaction, taken in the context of the alternatives available to the Company for attaining the purposes of the Transaction;

•	whether the Transaction is comparable to an arrangement that could be available on an arms-length basis and is on terms that are generally available;

•	whether the Transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of the Company’s business; and

•	the effect of the Transaction on the Company’s business and operations, including on the Company’s internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.

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•	Use of property, equipment or other assets owned or provided by the Company, including aircraft, vehicles, housing and computer or telephonic equipment, by a Related Person primarily for Company business purposes where the value of any personal use during the course of a year is less than $10,000;

•	Reimbursement of business expenses incurred by a director or executive officer of the Company in the performance of his or her duties and approved for reimbursement by the Company in accordance with the Company’s customary policies and practices;

•	Compensation arrangements for non-employee directors for their services as such that have been approved by the Board or a committee thereof;

•

Compensation arrangements, including base pay and bonuses (whether in the form of cash or equity awards), for employees or consultants (other than a director or nominee for election as a director) for their services as such that have been approved by the Compensation Committee and employee benefits regularly provided under plans and programs generally available to employees; however, personal benefits from the use of company-owned or company-provided assets, including, but not limited to, personal use of company-owned or company-provided aircraft and housing, not used primarily for company business purposes may give rise to a Transaction with a Related Person;

•	A transaction where the rates or charges involved are determined by competitive bids or involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and

•	A transaction involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

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