EXHIBIT 10(a)

AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT

The Employment Agreement between Tidewater Inc., a Delaware corporation ("Company") and William C. O'Malley ("Employee") effective as of September 19, 1997 ("Agreement") is hereby amended, effective as of October 1, 1999, as follows:

1. Both sentences of Section 2 of the Agreement are amended by the insertion of the following phrase at the beginning of each sentence: "Subject to Section 7A hereof,".

2. The first sentence of Section 4(e) of the Agreement is amended by the addition of the following phrase at the end thereof: "assuming that Employee's employment by his immediate prior employer had terminated on the Retirement Date".

3. The last two paragraphs of Section 7(a) and all of Section 7(e) of the Agreement are deleted; they are replaced by the following new Section 7A:

"7A. OBLIGATIONS OF THE COMPANY AND THE EMPLOYEE IN THE EVENT OF A
CHANGE OF CONTROL

"(a) Upon and following a Change of Control of the Company (as defined in Section 7A(b) hereof), the rights and obligations of the Employee and the Company shall not be governed by this Agreement, but shall be as provided in the Change of Control Agreement between the Employee and the Company dated effective October 1, 1999 and any amendments thereto or any subsequent change of control agreement between the Employee and the Company (including any rights or obligations in this Agreement which are specifically incorporated by reference therein). Upon the occurrence of a Change of Control, the term of the Agreement shall end, and the provisions of the Agreement (including, without limitation, the Employee's covenant not to compete) shall be null and void, and of no further force and effect, except that compensation, benefit and

indemnification obligations accrued by the Company with respect to the Employee prior to the Change of Control and during the term of the Agreement shall remain valid and enforceable.

"(b) Change of Control. As used in this Section 7A, 'Change of Control' shall mean:

(i) the acquisition by any 'Person' (as defined in Section 7A(c) hereof) of 'Beneficial Ownership' (as defined in Section 7A(c) hereof) of 30% or more of the outstanding Shares of the Company's Common Stock, $0.10 par value per share (the 'Common Stock') or 30% or more of the combined voting power of the Company's then outstanding securities; provided, however, that for purposes of this subsection 7A(b)(i), the following shall not constitute a Change of Control:

(A) any acquisition (other than a 'Business Combination' (as defined in Section 7A(b)(iii) hereof) which constitutes a Change of Control under Section 7A(b)(iii) hereof) of Common Stock directly from the Company,

(B) any acquisition of Common Stock by the Company or its subsidiaries,

(C) any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or

(D) any acquisition of Common Stock by any corporation pursuant to a Business Combination which does not constitute a Change of Control under Section 7A(b)(iii) hereof; or

(ii) individuals who, as of the effective date of this amendment to the Agreement, constitute the Board (the 'Incumbent Board') cease for any reason to constitute at least a majority of the Board;

provided, however, that any individual becoming a director subsequent to the effective date of this amendment whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, unless such individual's initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii) consummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a 'Business Combination'), in each case, unless, immediately following such Business Combination,

(A) the individuals and entities who were the Beneficial Owners of the Company's outstanding Common Stock and the Company's voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation (as defined in Section 7A(c) hereof), and

(B) except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the Post- Transaction Corporation and any employee benefit plan or related trust of either the Company, the Post-Transaction Corporation or any subsidiary of either corporation) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and

(C) at least a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

"(c) Other Definitions. As used in Section 7A(b) hereof, the following words or terms shall have the meanings indicated:

(i) Affiliate: 'Affiliate' (and variants thereof) shall mean a Person that controls, or is controlled by, or is under common control with, another specified Person, either directly or indirectly.

(ii) Beneficial Owner: 'Beneficial Owner' (and variants thereof), with respect to a security, shall mean a Person who, directly or indirectly (through any contract, understanding, relationship or otherwise), has or shares (i) the power to vote, or direct the voting of, the security, and/or (ii) the power to dispose of, or to direct the disposition of, the security.

(iii) Person: 'Person' shall mean a natural person or company, and shall also mean the group or syndicate created when two or more Persons act as a syndicate or other group (including, without limitation, a partnership or limited partnership)

for the purpose of acquiring, holding, or disposing of a security, except that 'Person' shall not include an underwriter temporarily holding a security pursuant to an offering of the security.

(iv) Post-Transaction Corporation: Unless a Change of Control includes a Business Combination (as defined in Section 7A(b)(iii) hereof), 'Post-Transaction Corporation' shall mean the Company after the Change of Control. If a Change of Control includes a Business Combination, 'Post-Transaction Corporation' shall mean the corporation resulting from the Business Combination unless, as a result of such Business Combination, an ultimate parent corporation controls the Company or all or substantially all of the Company's assets either directly or indirectly, in which case, 'Post-Transaction Corporation' shall mean such ultimate parent corporation."

Tidewater Inc.

Date of Execution: 10/1/99              By: /s/ Robert H. Boh
                                            -----------------------------
                                                Robert H. Boh
                                        Director and Chairman of the
                                        Compensation Committee of the
                                              Board of Directors

Employee:

Date of Execution: 10/1/99              Name: /s/ William C. O'Malley
                                              ---------------------------
                                              William C. O'Malley

EXHIBIT 10(b)

CHANGE OF CONTROL AGREEMENT

This is an amendment and restatement dated effective as of October 1, 1999 (the "Restatement Date"), of the Change of Control Agreement ("the Prior Agreement") between Tidewater Inc., a Delaware corporation (the "Company"), and William C. O'Malley (the "Employee") dated effective as of September 30, 1996, as now amended and restated, the "Agreement".

ARTICLE I
CERTAIN DEFINITIONS

1.1 AFFILIATE DEFINED. "Affiliate" (and variants thereof) shall mean a Person that controls, or is controlled by, or is under common control with, another specified Person, either directly or indirectly.

1.2 BENEFICIAL OWNER DEFINED. "Beneficial Owner" (and variants thereof), with respect to a security, shall mean a Person who, directly or indirectly (through any contract, understanding, relationship or otherwise), has or shares (i) the power to vote, or direct the voting of, the security, and/or
(ii) the power to dispose of, or to direct the disposition of, the security.

1.3 CAUSE DEFINED. "Cause" shall mean:

(a) the willful and continued failure of the Employee to perform substantially the Employee's duties with the Company or its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Employee by the board of directors of the Company (the "Board") which specifically identifies the manner in which the Board believes that the Employee has not substantially performed the Employee's duties, or

(b) the willful engaging by the Employee in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise.

For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered "willful" unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee's action or

omission was in the best interests of the Company or its Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of a senior officer of the Company or based upon the advice of counsel for the Company or its Affiliates shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company or its Affiliates. The cessation of employment of the Employee shall not be deemed to be for Cause unless his action or inaction meets the foregoing standard and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Employee and the Employee is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Employee is guilty of the conduct described in subparagraph (a) or (b) above, and specifying the particulars thereof in detail.

1.4 CHANGE OF CONTROL DEFINED. "Change of Control" shall mean:

(a) the acquisition by any Person of Beneficial Ownership of 30% or more of the outstanding shares of the Company's Common Stock, $0.10 par value per share (the "Common Stock") or 30% or more of the combined voting power of the Company's then outstanding securities; provided, however, that for purposes of this subsection (a), the following shall not constitute a Change of Control:

(i) any acquisition (other than a Business Combination which constitutes a Change of Control under Section 1.4(c) hereof) of Common Stock directly from the Company,

(ii) any acquisition of Common Stock by the Company or its subsidiaries,

(iii) any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or

(iv) any acquisition of Common Stock by any corporation pursuant to a Business Combination which does not constitute a Change of Control under Section 1.4(c) hereof; or

(b) individuals who, as of the Restatement Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Restatement Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, unless such individual's initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(c) consummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, immediately following such Business Combination,

(i) the individuals and entities who were the Beneficial Owners of the Company's outstanding common stock and the Company's voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation (as defined in Section 1.11 hereof), and

(ii) except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the Post-Transaction Corporation and any employee benefit plan or related trust of either the Company, the Post-Transaction Corporation or any subsidiary of either corporation) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and

(iii) at least a majority of the members of the board of directors of the Post-Transaction Corporation were members

of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

1.5 CODE DEFINED. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.6 COMPANY DEFINED. "Company" shall mean Tidewater Inc. (as heretofore defined), and shall include any successor to or assignee of (whether direct or indirect, by purchase, merger, consolidation or otherwise) all or substantially all of the assets and/or business of the Company which assumes and agrees to perform this Agreement by operation of law, or otherwise.

1.7 DISABILITY DEFINED. "Disability" shall mean a condition that would entitle the Employee to receive benefits under the Company's long-term disability insurance policy in effect at the time either because he is totally disabled or partially disabled, as such terms are defined in the Company's policy in effect as of the Restatement Date or as similar terms are defined in any successor policy. If the Company has no long-term disability plan in effect, "Disability" shall occur if (a) the Employee is rendered incapable because of physical or mental illness of satisfactorily discharging his duties and responsibilities to the Company for a period of 90 consecutive days, (b) a duly qualified physician chosen by the Company and acceptable to the Employee or his legal representatives so certifies in writing, and (c) the Board determines that the Employee has become disabled.

1.8 EMPLOYMENT AGREEMENT. "Employment Agreement" shall mean the Employment Agreement between the Company and the Employee effective as of September 19, 1997, as amended from time to time.

1.9 GOOD REASON DEFINED. Any act or failure to act by the Company or its Affiliates specified in this Section 1.9 shall constitute "Good Reason" unless the Employee shall otherwise agree in writing:

(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding

the Change of Control. The Employee's position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee's position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position in the Post-Transaction Corporation.

(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) of this Agreement, or any other action that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;

(c) Any failure by the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;

(d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately prior to the Change of Control;

(e) Any purported termination of the Employee's employment otherwise than as expressly permitted by this Agreement; or

(f) Any failure by the Company to comply with and satisfy Sections 4.1 (c) and (d) of this Agreement.

1.10 PERSON DEFINED. "Person" shall mean a natural person or company, and shall also mean the group or syndicate created when two or more Persons act as a syndicate or other group (including, without limitation, a partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except that "Person" shall not include an underwriter temporarily holding a security pursuant to an offering of the security.

1.11 POST-TRANSACTION CORPORATION DEFINED. Unless a Change of Control includes a Business Combination (as defined in Section 1.4(c) hereof), "Post- Transaction Corporation" shall mean the Company after the Change of Control. If a Change of Control includes a Business Combination, "Post-Transaction Corporation" shall mean the corporation resulting from the Business Combination unless, as a result of such Business Combination, an ultimate parent corporation controls the Company or all or substantially all of the Company's assets either directly or indirectly, in which case, "Post-Transaction Corporation" shall mean such ultimate parent corporation.

ARTICLE II
STATUS OF EMPLOYMENT AGREEMENTS

Notwithstanding any provisions thereof, this Agreement supersedes the agreement dated as of June 13, 1994 between the Company and the Employee or any subsequent employment agreement between Employee and the Company that so provides, except with respect to those provisions of any such employment agreement that are made a part of and specifically incorporated by reference herein. Upon a Change of Control of the Company, as defined herein, or upon a Change of Control of the company, as defined in such an employment agreement, the Employee shall be entitled to the benefits and have the obligations provided herein and not the benefits and obligations provided therein (except as provided in provisions therein which are specifically incorporated herein).

ARTICLE III
CHANGE OF CONTROL BENEFIT

3.1 EMPLOYMENT TERM AND CAPACITY AFTER CHANGE OF CONTROL.

(a) This Agreement shall commence on the Restatement Date and continue in effect through December 31, 2000; provided, however, that commencing on January 1, 2001 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the

"Employment Term"), subject to any earlier termination of Employee's status as an employee pursuant to this Agreement.

(b) After a Change of Control and during the Employment Term, (i) the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control and (ii) the Employee's service shall be performed during normal business hours at the Company's principal executive office, at its location at the time of the Change of Control, or the location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company's principal executive office to a location that is not more than 35 miles from such current location. Employee's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Employee's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds an equivalent position in the Post- Transaction Corporation.

3.2 COMPENSATION AND BENEFITS. During the Employment Term, Employee shall be entitled to the following compensation and benefits:

(a) Base Salary. The Employee shall receive an annual base salary ("Base Salary"), which shall be paid in at least monthly installments. The Base Salary shall initially be equal to 12 times the highest monthly base salary that was paid or is payable to the Employee, including any base salary which has been earned but deferred by the Employee, by the Company and its Affiliates with respect to any month in the 12-month period ending with the month that immediately precedes the month in which the Change of Control occurs. During the Employment Term, the Base Salary shall be reviewed at such time as the Company undertakes a salary review of executive officers (but at least annually), and, to the extent that salary increases are granted to other executive officers (or have been granted during the immediately preceding 12-month period to the executive officers of any Affiliate of the Company), the Employee shall be granted a salary increase commensurate with any increase granted to other executive officers of the Company and its Affiliates. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Employee under this Agreement. Base Salary shall not be reduced during the Employment Term (whether or not any increase in Base Salary occurs) and, if any increase in Base Salary occurs, the term Base Salary as utilized in this Agreement shall refer to Base Salary as so increased from time to time.

(b) Annual Bonus. In addition to Base Salary, the Employee shall be awarded, for each fiscal year ending during the Employment Term, an annual bonus (the "Bonus") in cash in an amount at least equal to the average of the annual bonuses paid to the Employee with respect to the three fiscal years that immediately precede the year in which the Change of Control occurs under the Company's annual bonus plan, or any comparable bonus under a successor plan. Each such Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Bonus is awarded, unless the Employee shall elect to defer the receipt of such Bonus.

(c) Fringe Benefits. The Employee shall be entitled to fringe benefits (including, but not limited to, automobile allowance, reimbursement for membership dues, and air travel) commensurate with those provided to other executive officers of the Company and its Affiliates.

(d) Expenses. The Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in accordance with the most favorable agreements, policies, practices and procedures of the Company and its Affiliates in effect for the Employee at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Employee, as in effect generally at any time thereafter with respect to other executive officers of the Company and its Affiliates.

(e) Incentive, Savings and Retirement Plans. The Employee shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other executive officers of the Company and its Affiliates, but in no event shall such plans, practices, policies and programs provide the Employee with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable than the most favorable of those provided by the Company and its Affiliates for the Employee under any agreements, plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Change of Control, including any agreement by the Company to provide retirement benefits not less in amount than the retirement benefits to which the Employee would have been entitled under the terms of any qualified defined benefit pension plans of his immediate prior employer, or, if more favorable to the Employee, those provided generally at any time after the Change of Control to other executive officers of the Company and its Affiliates.

(f) Welfare Benefit Plans. The Employee and/or the Employee's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its Affiliates (including, without limitation, medical, prescription drug, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other executive officers of the Company and its Affiliates, but in no event shall such plans, practices, policies and programs provide the Employee with benefits, in each case, less favorable than the most favorable of any agreements, plans, practices, policies and programs in effect for the Employee at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Employee, those provided generally at any time after the Change of Control to his peer executives of the Company and its Affiliates.

(g) Office and Support Staff. The Employee shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, commensurate with those provided to other executive officers of the Company and its Affiliates.

(h) Vacation. The Employee shall be entitled to paid vacation in accordance with the most favorable agreements, plans, policies, programs and practices of the Company and its Affiliates as in effect for the Employee at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Employee, as in effect generally at any time thereafter with respect to other executive officers of the Company and its Affiliates.

(i) Indemnification. If in connection with any agreement related to a transaction that will result in a Change of Control of the Company, an undertaking is made to provide the Board of Directors with rights to indemnification from the Company (or from any other party to such agreement), the Employee shall, by virtue of this Agreement, be entitled to the same rights to indemnification as are provided to the Board of Directors pursuant to such agreement. Otherwise, the Employee shall be entitled to indemnification rights on terms no less favorable to Employee than those available under the Certificate of Incorporation, bylaws or resolutions of the Company at any time after the Change of Control to other executive officers of the Company. Such indemnification rights shall be with respect to all claims, actions, suits or proceedings to which the Employee is or is threatened to be made a party that arise out of or are connected to his services at any time prior to the termination of his employment, without regard to whether such claims, actions,

suits or proceedings are made, asserted or arise during or after the Employment Term.

(j) Directors and Officers Insurance. If in connection with any agreement related to a transaction that will result in a Change of Control of the Company, an undertaking is made to provide the Board of Directors of the Company with continued coverage following the Change of Control under one or more directors and officers liability insurance policies, then the Employee shall, by virtue of this Agreement, be entitled to the same rights to continued coverage under such directors and officers liability insurance policies as are provided to the Board of Directors. Otherwise, the Company shall agree to cover Employee under any directors and officers liability insurance policies as are provided generally at any time after the Change of Control to other executive officers of the Company.

3.3 OBLIGATIONS UPON TERMINATION AFTER A CHANGE OF CONTROL.

(a) Termination by Company for Reasons other than Death, Disability or Cause or by Employee for Good Reason. If, after a Change of Control and during the Employment Term, the Company terminates the Employee's employment other than for Cause, death or Disability, or the Employee terminates employment for Good Reason,

(i) the Company shall pay to the Employee in a lump sum in cash within five business days of the date of termination an amount equal to three times the sum of (i) the amount of Base Salary in effect pursuant to Section 3.2(a) hereof at the date of termination, plus (ii) the greater of (x) the average of the annual bonuses paid or to be paid to the Employee with respect to the immediately preceding three fiscal years or (y) the target Bonus for which the Employee is eligible for the fiscal year in which the date of termination occurs, as such target bonus has been established by the Company for such year; provided, however, that, if the Employee has in effect a deferral election with respect to any percentage of the annual bonus which would otherwise become payable with respect to the fiscal year in which termination occurs, such lump sum payment shall be reduced by an amount equal to such percentage times the bonus component of the lump sum payment (which reduction amount shall be deferred in accordance with such election);

(ii) the Company shall pay to the Employee in a lump sum in cash within five business days of the date of termination an amount calculated by multiplying the annual bonus that the Employee would have earned with respect to the entire fiscal year in which termination occurs, assuming the achievement at the target level of the objective performance goals established with respect to such bonus and the elimination of any subjective performance goals or evaluations otherwise applicable with respect to such bonus, by the fraction obtained by dividing the number of days in such year through the date of termination by 365; provided, however, that, if the Employee has in effect a deferral election with respect to any percentage of the annual bonus which would otherwise become payable with respect to the fiscal year in which termination occurs, such lump sum payment shall be reduced by an amount equal to such percentage times the lump sum payment (which reduction amount shall be deferred in accordance with such election);

(iii) if, at the date of termination, the Company shall not yet have paid to the Employee (or deferred in accordance with any effective deferral election by the Employee) an annual bonus with respect to a completed fiscal year, the Company shall pay to the Employee in a lump sum in cash within five business days of the date of termination an amount determined as follows: (i) if the Compensation Committee of the Board shall have already determined the amount of such annual bonus, the greater of such amount or the amount provided under Section 3.2(b) hereof shall be paid, and (ii) if the Compensation Committee shall not have already determined the amount of such annual bonus, the amount to be paid shall be the greater of the amount provided under Section 3.2(b) hereof or the annual bonus that the Employee would have earned with respect to such completed fiscal year, based solely upon the level of achievement of the objective performance goals established with respect to such bonus and the elimination of any subjective performance goals or evaluations otherwise applicable with respect to such bonus; provided, however, that, if the Employee has in effect a deferral election with respect to any percentage of the annual bonus which would otherwise become payable with respect to such completed fiscal year, such lump sum payment shall be reduced by an amount equal to such percentage times the lump sum payment (which reduction amount shall be deferred in accordance with such election);

(iv) for a period of thirty-six (36) months following the date of termination of employment (the "Continuation Period"), the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits (including any benefit under any individual benefit arrangement that covers medical, dental or hospitalization expenses not otherwise covered under any general Company plan) provided (x) to the Employee at any time during the 120-day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 3.3(a)(iv) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) or (y) above; provided, however, in the event of the disability of the Employee during the Continuation Period, disability benefits shall not be paid for the Continuation Period but shall instead commence immediately following the end of the Continuation Period. In addition, if Employee has reached age 52 and has completed seven years of service at the time of a Change of Control, Employee shall automatically become vested in the post-retirement benefits provided under the Tidewater Group Welfare Benefits Plan (the "GWB Plan") and be entitled to receive, following termination of employment with the Company, all benefits that would be payable to Employee under the GWB Plan or any successor plan of the Company or its Affiliates had the Employee retired from employment with the Company or one of its Affiliates on the later of the third anniversary of the Change of Control or the Employee's date of retirement (as defined in the GWB Plan) from employment with the Company. The Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. The Employee will be eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") at the

end of the Continuation Period or earlier cessation of the Company's obligation under the foregoing provisions of this Section 3.3(a)(iv) (or, if the Employee shall not be so eligible for any reason, the Company will provide equivalent coverage). Exhibit A hereto provides an informational overview of COBRA-required coverage as it exists immediately prior to the execution of the Agreement and is not to be considered part of the Agreement; the actual coverage to be provided pursuant to this Section 3.3(a)(iv) will be the COBRA-required coverage at the time this provision becomes effective;

(v) the Employee shall immediately become fully (100%) vested in his benefit (as such benefit may be increased pursuant to Sections 3.3(a)(vii) and 3.3(a)(viii) hereof) under each supplemental or excess retirement plan of the Company in which the Employee was a participant, including, but not limited to the Tidewater Inc. Supplemental Executive Retirement Plan (the "SERP"), the Supplemental Savings Plan and any successor plans (collectively, the "Supplemental Plans");

(vi) if, prior to the Change of Control, in a form and manner reasonably satisfactory to the Company, the Employee shall have elected that his benefits under the Supplemental Plans be paid in a lump sum in cash within five business days of the date of any termination of his employment described in this Section 3.3(a), such benefits (as such benefits may be increased pursuant to Sections 3.3(a) (vii) and 3.3(a)(viii) hereof) shall be so paid, notwithstanding the payment provisions of the Supplemental Plans and any payment or distribution elections made by the Employee prior to such lump sum election;

(vii) the Company shall contribute to the Tidewater Inc. Executives' Supplemental Retirement Trust between the Company and Hibernia National Bank, as amended and restated effective January 1, 1993, and subsequently amended, for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the then present value of the actuarial equivalent of the additional benefits, if any, to which the Employee would be entitled under the Tidewater Inc. Pension Plan, the SERP and any other qualified or non- qualified defined benefit plan maintained by the Company and covering the Employee, regardless of the vesting requirements thereof, or any agreement

between the Company and the Employee with respect to retirement benefits that is otherwise provided for in the Employment Agreement (such retirement benefit agreement being made a part hereof and specifically incorporated by reference herein), after giving the Employee, for purposes of calculating the benefits due Employee under such plans, (a) full service credit for a three-year period following the Change of Control and (b) compensation credit for each of such three years, with the compensation for each year being calculated by dividing the amount that the Employee will be entitled to receive under Section 3.3(a)(i) hereof by three; notwithstanding any SERP provision regarding accrual of benefits, such additional benefits shall be treated for all purposes as increasing the benefit of the Employee under the SERP and payment of the increased benefit shall be governed by the terms of the SERP, unless the Employee has made an effective election for a lump sum payment in accordance with Section 3.3(a)(vi) hereof or an effective payment election at the time of execution of the Prior Agreement with respect to such additional benefits;

(viii) the Company shall contribute to the trust under the Merrill Lynch Non-Qualified Deferred Compensation Plan Trust Agreement between the Company and Merrill Lynch Trust Company of America made June 26, 1997, as subsequently amended, for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the amount of employer contributions that would have been made on the Employee's behalf if the Employee had continued to participate in the Company's Savings Plan, the Company's Supplemental Savings Plan and any other qualified or non-qualified defined contribution plan maintained by the Company until the third anniversary of the Change of Control. Such contribution shall, in the case of a qualified plan, be calculated as if the Employee were fully vested and participating to the maximum extent permitted by such plan and, in the case of a non-qualified plan, be calculated on the same basis as the Employee was participating in such plans and, in all cases, be calculated on the basis of the Employee's Base Salary (determined in accordance with Section 3.2(a) hereof) at the time of the Change of Control or at the date of termination, whichever is greater; notwithstanding any Supplemental Savings Plan provision regarding accrual of benefits, such contribution shall be treated for all purposes as increasing the

benefit of the Employee under the Supplemental Savings Plan and payment of the increased benefit shall be governed by the terms of the Supplemental Savings Plan, unless the Employee has made an effective election for a lump sum payment in accordance with Section 3.3(a)(vi) hereof or an effective payment election at the time of execution of the Prior Agreement with respect to such contribution; and

(ix) to the extent that Employee is not fully vested in his accrued benefits under the Pension Plan, the Savings Plan or any other qualified plan maintained by the Company, at the time of termination of employment, the Company shall contribute to the trust for the Supplemental Plan that supplements the respective qualified plan, within five business days of the date of termination of employment, an amount in cash equal to the unvested but accrued benefits under such plans (calculated as the present value of the actuarial equivalents thereof in the case of any qualified defined benefit plan) as of the date of termination of employment; notwithstanding the provisions of any qualified plan or Supplemental Plan regarding accrual of benefits, such contribution shall be treated for all purposes as increasing the benefit of the Employee under the Supplemental Plan which supplements the respective qualified plan, and payment of the increased benefit shall be governed by the terms of such Supplemental Plan, unless the Employee has made an effective election for a lump sum payment in accordance with Section 3.3(a)(vi) hereof or an effective payment election at the time of execution of the Prior Agreement with respect to such contribution.

The payments and benefits provided in this Section 3.3(a) and under all of the Company's employee benefit and compensation plans shall be without regard to any amendment made after any Change of Control to any such plan, which amendment adversely affects in any manner the computation of payments and benefits due the Employee under such plan or the time or manner of payment of such payments and benefits. After a Change of Control no discretionary power of the Board or any committee thereof shall be used in a way (and no ambiguity in any such plan shall be construed in a way) which adversely affects in any manner any right or benefit of the Employee under any such plan.

(b) Death. If, after a Change of Control and during the Employment Term, the Employee's status as an employee is terminated by reason of

the Employee's death, this Agreement shall terminate without further obligation to the Employee's legal representatives (other than those already accrued to the Employee), other than the obligation to make any payments due pursuant to employee benefit or compensation plans maintained by the Company or its Affiliates and any death benefits to which the Employee is entitled under any Employment Agreement in effect immediately prior to the Change of Control (the death benefits provided by such Employment Agreement being made a part hereof and specifically incorporated by reference herein).

(c) Disability. If, after a Change of Control and during the Employment Term, the Employee's status as an employee is terminated by reason of Employee's Disability, this Agreement shall terminate without further obligation to the Employee (other than those already accrued to the Employee), other than the obligation to make any payments due pursuant to employee benefit or compensation plans maintained by the Company or its Affiliates and any disability benefits to which Employee is entitled under any Employment Agreement in effect immediately prior to the Change of Control (the disability provisions of such Employment Agreement being made a part hereof and specifically incorporated by reference herein).

(d) Cause. If, after a Change of Control and during the Employment Term, the Employee's status as an employee is terminated by the Company for Cause, this Agreement shall terminate without further obligation to the Employee other than for obligations imposed by law and obligations imposed pursuant to any employee benefit or compensation plan maintained by the Company or its Affiliates.

(e) Voluntary Termination. If, after a Change of Control and during the Employment Term, the Employee voluntarily terminates his employment with the Company other than for Good Reason, this Agreement shall terminate without further obligation to the Employee other than for obligations imposed by law and obligations imposed pursuant to any employee benefit or compensation plan maintained by the Company or its Affiliates.

3.4 ACCRUED OBLIGATIONS AND OTHER BENEFITS. It is the intent of this Agreement that upon termination of employment for any reason following a Change of Control the Employee be entitled to receive promptly, and in addition to any other benefits specifically provided, (a) the Employee's Base Salary through the date of termination to the extent not theretofore paid, (b) any accrued vacation pay, to the extent not theretofore paid, and (c) any other amounts or benefits required to be

paid or provided or which the Employee is entitled to receive under any plan, program, policy, practice or agreement of the Company.

3.5 STOCK OPTIONS AND RESTRICTED STOCK. The foregoing benefits are intended to be in addition to the value of any options to acquire Common Stock of the Company or restricted stock the exercisability or vesting of which is accelerated pursuant to the terms of any stock option, incentive or other similar plan or agreement heretofore or hereafter adopted by the Company.

3.6 EXCISE TAX PROVISION.

(a) The "Gross-Up Payment" (as defined in Section 3.6(b) hereof and reduced or increased pursuant to Section 3.6 (d) hereof) is provided in lieu of any payment which would otherwise be made to the Employee pursuant to the provisions of Section 7(e) of the Employment Agreement.

(b) Notwithstanding any other provisions of this Agreement, if a Change of Control occurs during the original or extended term of this Agreement, in the event that any of the payments or benefits received or to be received by the Employee in connection with the Change of Control or the Employee's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change of Control or any Person Affiliated with the Company or such Person) (all such payments and benefits, including the payments and benefits under Section 3.3(a) hereof, but excluding any payment to be made pursuant to this Section 3.6 (the "Gross-Up Payment"), being hereinafter referred to as the "Initial Payments") will be subject (in whole or in part) to an excise tax imposed by section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Employee an additional amount (the "Gross-Up Payment") such that the net amount retained by the Employee, after deduction of (i) any Excise Tax on the Initial Payments and (ii) any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Initial Payments.

(c) For purposes of determining whether any of the Initial Payments will be subject to the Excise Tax and the amount of such Excise Tax,
(i) all of the Initial Payments shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Employee and selected by the accounting firm which was, immediately prior to the Change of Control, the Company's

independent auditor (the "Auditor"), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the "Base Amount" (within the meaning set forth in section 280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Employee's residence on the date of termination of the Employee's employment (or if there is no date of termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(d) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Employee shall repay to the Company, within five business days following the time that the amount of such reduction in the Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Employee, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Employee's taxable income and wages for purposes of federal, state and local income and employment taxes, plus interest on the amount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Employee with respect to such excess) within five business days following the time that the amount of such excess is finally

determined. The Employee and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Initial Payments.

(e) The Gross-Up Payment provided in Section 3.6(b) hereof shall be made not later than the "Payment Day". The Payment Day shall be the fifth business day following the date of termination, or, if the Employee becomes entitled, before the Employee's employment is terminated, to a Gross-Up Payment under Section 3.6(b) hereof, then not later than the fifth business day following the date as of which the present value of the Initial Payments is calculated for purposes of determining the amount of such Gross-Up Payment. Notwithstanding the preceding provisions of this Section 3.6(e), if the amount of the Gross-Up Payment cannot be finally determined on or before the Payment Day, the Company shall pay to the Employee on the Payment Day an estimate, as determined in accordance with Section 3.6(c) hereof, of the minimum amount of the Gross-Up Payment to which the Employee is clearly entitled and shall pay the remainder of the Gross-Up Payment (together with interest on the unpaid remainder at 120% of the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Payment Day. In the event that the amount of the estimated Gross-Up Payment so made exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Employee, payable on the fifth business day after demand by the Company (together with interest at 120% of the rate provided in section 1274(b)(2)(B) of the Code). At the time that any Gross-Up Payment is made pursuant to Section 3.6(b) hereof (and at the time that any additional Gross-Up Payment is made pursuant to Section 3.5(d) hereof), the Company shall provide the Employee with a written statement setting forth the manner in which any such payment was calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinion or advice which is in writing shall be attached to the statement).

3.7 LEGAL FEES. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee or others of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Employee about the amount or timing of any payment pursuant to this Agreement) or

which the Employee may reasonably incur in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Code to any payment or benefit provided under this Agreement.

3.8 SET-OFF; MITIGATION. After a Change of Control, the Company's and its Affiliates' obligations to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or its Affiliates may have against the Employee or others; except that to the extent the Employee accepts other employment in connection with which he is provided health insurance benefits, the Company shall only be required to provide health insurance benefits to the extent the benefits provided by the Employee's employer are less favorable than the benefits to which he would otherwise be entitled hereunder. It is the intent of this Agreement that in no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement.

3.9 OUTPLACEMENT ASSISTANCE. Upon any termination of employment of the Employee other than for Cause within three years following a Change of Control, the Company shall provide to the Employee outplacement assistance by a reputable firm specializing in such services for the period beginning with the termination of employment and ending three years following the Change of Control.

3.10 CERTAIN PRE-CHANGE-OF-CONTROL TERMINATIONS. Notwithstanding any other provision of this Agreement, the Employee's employment shall be deemed to have been terminated following a Change of Control by the Company without Cause or by the Employee with Good Reason, if (i) the Employee's employment is terminated by the Company without Cause prior to a Change of Control (whether or not a Change of Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change of Control, (ii) the Employee terminates his employment for Good Reason prior to a Change of Control (whether or not a Change of Control actually occurs) and the act, circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Employee's employment is terminated by the Company without Cause or by the Employee for Good Reason and such termination or the act, circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change of Control and occurred after

discussions with such Person regarding a possible Change-of-Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (whether or not a Change of Control actually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Employee takes the position that such sentence applies and the Company disagrees, the Company shall have the burden of proof in any such dispute.

ARTICLE IV
MISCELLANEOUS

4.1 BINDING EFFECT; SUCCESSORS.

(a) This Agreement shall be binding upon and inure to the benefit of the Company and any of its successors or assigns.

(b) This Agreement is personal to the Employee and shall not be assignable by the Employee without the consent of the Company (there being no obligation to give such consent) other than such rights or benefits as are transferred by will or the laws of descent and distribution.

(c) The Company shall require any successor to or assignee of
(whether direct or indirect, by purchase, merger, consolidation or otherwise) all or substantially all of the assets or businesses of the Company (i) to assume unconditionally and expressly this Agreement and (ii) to agree to perform or to cause to be performed all of the obligations under this Agreement in the same manner and to the same extent as would have been required of the Company had no assignment or succession occurred, such assumption to be set forth in a writing reasonably satisfactory to the Employee.

(d) The Company shall also require all entities that control or that after the transaction will control (directly or indirectly) the Company or any such successor or assignee to agree to cause to be performed all of the obligations under this Agreement, such agreement to be set forth in a writing reasonably satisfactory to the Employee.

(e) The obligations of the Company and the Employee which by their nature may require either partial or total performance after the expiration of the term of the Agreement shall survive such expiration.

4.2 NOTICES. All notices hereunder must be in writing and shall be deemed to have been given upon receipt of delivery by: (a) hand (against a receipt therefor), (b) certified or registered mail, postage prepaid, return receipt requested, (c) a nationally recognized overnight courier service (against a receipt therefor) or (d) telecopy transmission with confirmation of receipt. All such notices must be addressed as follows:

If to the Company, to:

Tidewater Inc.
Pan-American Life Center
601 Poydras Street, Suite 1900 New Orleans, Louisiana 70130

Attn: Cliffe F. Laborde

If to the Employee, to:

William C. O'Malley
Tidewater Inc.
Pan-American Life Center
601 Poydras Street, Suite 1900 New Orleans, Louisiana 70130

or such other address as to which any party hereto may have notified the other in writing.

4.3 GOVERNING LAW. This Agreement shall be construed and enforced in accordance with and governed by the internal laws of the State of Louisiana without regard to principles of conflict of laws.

4.4 WITHHOLDING. The Employee agrees that the Company has the right to withhold, from the amounts payable pursuant to this Agreement, all amounts required to be withheld under applicable income and/or employment tax laws, or as otherwise stated in documents granting rights that are affected by this Agreement.

4.5 AMENDMENT, WAIVER. No provision of this Agreement may be modified, amended or waived except by an instrument in writing signed by both parties.

4.6 SEVERABILITY. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall at any time or to any extent be invalid, illegal or unenforceable in any respect as written, Employee and the Company intend for any court construing this Agreement to modify or limit such provision so as to render it valid and enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so as to not affect any other term or provision hereof, and the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

4.7 WAIVER OF BREACH. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach thereof.

4.8 REMEDIES NOT EXCLUSIVE. No remedy specified herein shall be deemed to be such party's exclusive remedy, and accordingly, in addition to all of the rights and remedies provided for in this Agreement, the parties shall have all other rights and remedies provided to them by applicable law, rule or regulation.

4.9 COMPANY'S RESERVATION OF RIGHTS. Employee acknowledges and understands that the Employee serves at the pleasure of the Board and that the Company has the right at any time to terminate Employee's status as an employee of the Company, or to change or diminish his status during the Employment Term, subject to the rights of the Employee to claim the benefits conferred by this Agreement.

4.10 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company and the Employee have caused this Agreement to be executed as of the Restatement Date.

TIDEWATER INC.

By: /s/ Robert H. Boh,
    -----------------------------
   Robert H. Boh, Director and
  Chairman of the Compensation
        Committee of the
       Board of Directors

EMPLOYEE:

/s/ William C. O'Malley
---------------------------------
     William C. O'Malley

EXHIBIT 10(c)
EXECUTIVE OFFICERS

[FORM OF]
CHANGE OF CONTROL AGREEMENT

This is an amendment and restatement dated effective as of October 1, 1999 (the "Restatement Date"), of the Change of Control Agreement ("the Prior Agreement") between Tidewater Inc., a Delaware corporation (the "Company"), and
[ ] (the "Employee") dated effective as of September 30, 1996, as now amended and restated, the "Agreement".

ARTICLE I
CERTAIN DEFINITIONS

1.1 AFFILIATE DEFINED. "Affiliate" (and variants thereof) shall mean a Person that controls, or is controlled by, or is under common control with, another specified Person, either directly or indirectly.

1.2 BENEFICIAL OWNER DEFINED. "Beneficial Owner" (and variants thereof), with respect to a security, shall mean a Person who, directly or indirectly (through any contract, understanding, relationship or otherwise), has or shares (i) the power to vote, or direct the voting of, the security, and/or
(ii) the power to dispose of, or to direct the disposition of, the security.

1.3 CAUSE DEFINED. "Cause" shall mean:

(a) the willful and continued failure of the Employee to perform substantially the Employee's duties with the Company or its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Employee by the board of directors of the Company (the "Board") which specifically identifies the manner in which the Board believes that the Employee has not substantially performed the Employee's duties, or

(b) the willful engaging by the Employee in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise.

For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered "willful" unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee's action or omission was in the best interests of the Company or its Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of a senior officer of the Company or based upon the advice of counsel for the Company or its Affiliates shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company or its Affiliates. The cessation of employment of the Employee shall not be deemed to be for Cause unless his action or inaction meets the foregoing standard and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Employee and the Employee is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Employee is guilty of the conduct described in subparagraph (a) or (b) above, and specifying the particulars thereof in detail.

1.4 CHANGE OF CONTROL DEFINED. "Change of Control" shall mean:

(a) the acquisition by any Person of Beneficial Ownership of 30% or more of the outstanding shares of the Company's Common Stock, $0.10 par value per share (the "Common Stock") or 30% or more of the combined voting power of the Company's then outstanding securities; provided, however, that for purposes of this subsection (a), the following shall not constitute a Change of Control:

(i) any acquisition (other than a Business Combination which constitutes a Change of Control under Section 1.4(c) hereof) of Common Stock directly from the Company,

(ii) any acquisition of Common Stock by the Company or its subsidiaries,

(iii) any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or

(iv) any acquisition of Common Stock by any corporation pursuant to a Business Combination which does not constitute a Change of Control under Section 1.4(c) hereof; or

(b) individuals who, as of the Restatement Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Restatement Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, unless such individual's initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(c) consummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, immediately following such Business Combination,

(i) the individuals and entities who were the Beneficial Owners of the Company's outstanding common stock and the Company's voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation (as defined in Section 1.10 hereof), and

(ii) except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the Post-Transaction Corporation and any employee benefit plan or related trust of either the Company, the Post-Transaction Corporation or any subsidiary of either corporation) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and

(iii) at least a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

1.5 CODE DEFINED. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.6 COMPANY DEFINED. "Company" shall mean Tidewater Inc. (as heretofore defined), and shall include any successor to or assignee of (whether direct or indirect, by purchase, merger, consolidation or otherwise) all or substantially all of the assets and/or business of the Company which assumes and agrees to perform this Agreement by operation of law, or otherwise.

1.7 DISABILITY DEFINED. "Disability" shall mean a condition that would entitle the Employee to receive benefits under the Company's long-term disability insurance policy in effect at the time either because he is totally disabled or partially disabled, as such terms are defined in the Company's policy in effect as of the Restatement Date or as similar terms are defined in any successor policy. If the Company has no long-term disability plan in effect, "Disability" shall occur if (a) the Employee is rendered incapable because of physical or mental illness of satisfactorily discharging his duties and responsibilities to the Company for a period of 90 consecutive days, (b) a duly qualified physician chosen by the Company and acceptable to the Employee or his legal representatives so certifies in writing, and (c) the Board determines that the Employee has become disabled.

1.8 GOOD REASON DEFINED. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute "Good Reason" unless the Employee shall otherwise agree in writing:

(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee's position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in

all material respects with Employee's position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position in the Post-Transaction Corporation.

(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) of this Agreement, or any other action that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;

(c) Any failure by the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;

(d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately prior to the Change of Control;

(e) Any purported termination of the Employee's employment otherwise than as expressly permitted by this Agreement; or

(f) Any failure by the Company to comply with and satisfy Sections 4.1 (c) and (d) of this Agreement.

1.9 PERSON DEFINED. "Person" shall mean a natural person or company, and shall also mean the group or syndicate created when two or more Persons act as a syndicate or other group (including, without limitation, a partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except that "Person" shall not include an underwriter temporarily holding a security pursuant to an offering of the security.

1.1 POST-TRANSACTION CORPORATION DEFINED. Unless a Change of Control includes a Business Combination (as defined in Section 1.4(c) hereof), "Post- Transaction Corporation" shall mean the Company after the Change of Control. If a Change of Control includes a Business Combination, "Post-Transaction Corporation" shall mean the corporation resulting from the Business Combination

unless, as a result of such Business Combination, an ultimate parent corporation controls the Company or all or substantially all of the Company's assets either directly or indirectly, in which case, "Post-Transaction Corporation" shall mean such ultimate parent corporation.

ARTICLE II
STATUS OF CHANGE OF CONTROL AGREEMENTS

Notwithstanding any provisions thereof, this Agreement supersedes any and all prior agreements between the Company and the Employee that provide for severance benefits in the event of a Change of Control of the Company, as defined therein, and is effective as of the Restatement Date as a complete amendment and restatement of the Prior Agreement.

ARTICLE III
CHANGE OF CONTROL BENEFIT

3.1 EMPLOYMENT TERM AND CAPACITY AFTER CHANGE OF CONTROL. (a) This Agreement shall commence on the Restatement Date and continue in effect through December 31, 2000; provided, however, that commencing on January 1, 2001 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the "Employment Term"), subject to any earlier termination of Employee's status as an employee pursuant to this Agreement.

(b) After a Change of Control and during the Employment Term, (i) the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control and (ii) the Employee's service shall be performed during normal business hours at the Company's principal executive office, at its location at the time of the Change of Control, or the location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company's principal executive office to a location that is not more than 35 miles from such current location. Employee's position,

authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Employee's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds an equivalent position in the Post- Transaction Corporation.

3.2 COMPENSATION AND BENEFITS. During the Employment Term, Employee shall be entitled to the following compensation and benefits:

(a) Base Salary. The Employee shall receive an annual base salary ("Base Salary"), which shall be paid in at least monthly installments. The Base Salary shall initially be equal to 12 times the highest monthly base salary that was paid or is payable to the Employee, including any base salary which has been earned but deferred by the Employee, by the Company and its Affiliates with respect to any month in the 12-month period ending with the month that immediately precedes the month in which the Change of Control occurs. During the Employment Term, the Base Salary shall be reviewed at such time as the Company undertakes a salary review of his peer executives (but at least annually), and, to the extent that salary increases are granted to his peer executives of the Company (or have been granted during the immediately preceding 12-month period to his peer executives of any Affiliate of the Company), the Employee shall be granted a salary increase commensurate with any increase granted to his peer executives of the Company and its Affiliates. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Employee under this Agreement. Base Salary shall not be reduced during the Employment Term (whether or not any increase in Base Salary occurs) and, if any increase in Base Salary occurs, the term Base Salary as utilized in this Agreement shall refer to Base Salary as so increased from time to time.

(b) Annual Bonus. In addition to Base Salary, the Employee shall be awarded, for each fiscal year ending during the Employment Term, an annual bonus (the "Bonus") in cash in an amount at least equal to the average of the annual bonuses paid to the Employee with respect to the three fiscal years that immediately precede the year in which the Change of Control occurs under the Company's annual bonus plan, or any comparable bonus under a successor plan. Each such Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Bonus is awarded, unless the Employee shall elect to defer the receipt of such Bonus.

(c) Fringe Benefits. The Employee shall be entitled to fringe benefits (including, but not limited to, automobile allowance, reimbursement

for membership dues, and air travel) commensurate with those provided to his peer executives of the Company and its Affiliates.

(d) Expenses. The Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in accordance with the most favorable agreements, policies, practices and procedures of the Company and its Affiliates in effect for the Employee at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Employee, as in effect generally at any time thereafter with respect to his peer executives of the Company and its Affiliates.

(e) Incentive, Savings and Retirement Plans. The Employee shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to his peer executives of the Company and its Affiliates, but in no event shall such plans, practices, policies and programs provide the Employee with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable than the most favorable of those provided by the Company and its Affiliates for the Employee under any agreements, plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Employee, those provided generally at any time after the Change of Control to his peer executives of the Company and its Affiliates.

(f) Welfare Benefit Plans. The Employee and/or the Employee's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its Affiliates (including, without limitation, medical, prescription drug, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to his peer executives of the Company and its Affiliates, but in no event shall such plans, practices, policies and programs provide the Employee with benefits, in each case, less favorable than the most favorable of any agreements, plans, practices, policies and programs in effect for the Employee at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Employee, those provided generally at any time after the Change of Control to his peer executives of the Company and its Affiliates.

(g) Office and Support Staff. The Employee shall be entitled to an office or offices of a size and with furnishings and other appointments,

and to secretarial and other assistance, commensurate with those provided to his peer executives of the Company and its Affiliates.

(h) Vacation. The Employee shall be entitled to paid vacation in accordance with the most favorable agreements, plans, policies, programs and practices of the Company and its Affiliates as in effect for the Employee at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Employee, as in effect generally at any time thereafter with respect to his peer executives of the Company and its Affiliates.

(i) Indemnification. If in connection with any agreement related to a transaction that will result in a Change of Control of the Company, an undertaking is made to provide the Board of Directors with rights to indemnification from the Company (or from any other party to such agreement), the Employee shall, by virtue of this Agreement, be entitled to the same rights to indemnification as are provided to the Board of Directors pursuant to such agreement. Otherwise, the Employee shall be entitled to indemnification rights on terms no less favorable to Employee than those available under the Certificate of Incorporation, bylaws or resolutions of the Company at any time after the Change of Control to his peer executives of the Company. Such indemnification rights shall be with respect to all claims, actions, suits or proceedings to which the Employee is or is threatened to be made a party that arise out of or are connected to his services at any time prior to the termination of his employment, without regard to whether such claims, actions, suits or proceedings are made, asserted or arise during or after the Employment Term.

(j) Directors and Officers Insurance. If in connection with any agreement related to a transaction that will result in a Change of Control of the Company, an undertaking is made to provide the Board of Directors of the Company with continued coverage following the Change of Control under one or more directors and officers liability insurance policies, then the Employee shall, by virtue of this Agreement, be entitled to the same rights to continued coverage under such directors and officers liability insurance policies as are provided to the Board of Directors. Otherwise, the Company shall agree to cover Employee under any directors and officers liability insurance policies as are provided generally at any time after the Change of Control to his peer executives of the Company.

3.3 OBLIGATIONS UPON TERMINATION AFTER A CHANGE OF CONTROL.

(a) Termination by Company for Reasons other than Death, Disability or Cause or by Employee for Good Reason. If, after a Change of Control and during the Employment Term, the Company terminates the Employee's

employment other than for Cause, death or Disability, or the Employee terminates employment for Good Reason, subject to Section 3.6,

(i) the Company shall pay to the Employee in a lump sum in cash within five business days of the date of termination an amount equal to three times the sum of (i) the amount of Base Salary in effect pursuant to Section 3.2(a) hereof at the date of termination, plus (ii) the greater of (x) the average of the annual bonuses paid or to be paid to the Employee with respect to the immediately preceding three fiscal years or (y) the target Bonus for which the Employee is eligible for the fiscal year in which the date of termination occurs, as such target bonus has been established by the Company for such year; provided, however, that, if the Employee has in effect a deferral election with respect to any percentage of the annual bonus which would otherwise become payable with respect to the fiscal year in which termination occurs, such lump sum payment shall be reduced by an amount equal to such percentage times the bonus component of the lump sum payment (which reduction amount shall be deferred in accordance with such election);

(ii) the Company shall pay to the Employee in a lump sum in cash within five business days of the date of termination an amount calculated by multiplying the annual bonus that the Employee would have earned with respect to the entire fiscal year in which termination occurs, assuming the achievement at the target level of the objective performance goals established with respect to such bonus and the elimination of any subjective performance goals or evaluations otherwise applicable with respect to such bonus, by the fraction obtained by dividing the number of days in such year through the date of termination by 365; provided, however, that, if the Employee has in effect a deferral election with respect to any percentage of the annual bonus which would otherwise become payable with respect to the fiscal year in which termination occurs, such lump sum payment shall be reduced by an amount equal to such percentage times the lump sum payment (which reduction amount shall be deferred in accordance with such election);

(iii) if, at the date of termination, the Company shall not yet have paid to the Employee (or deferred in accordance with any effective deferral election by the Employee) an annual bonus with respect to a completed fiscal year, the Company shall pay

to the Employee in a lump sum in cash within five business days of the date of termination an amount determined as follows: (i) if the Compensation Committee of the Board shall have already determined the amount of such annual bonus, the greater of such amount or the amount provided under
Section 3.2(b) hereof shall be paid, and (ii) if the Compensation Committee shall not have already determined the amount of such annual bonus, the amount to be paid shall be the greater of the amount provided under Section 3.2(b) hereof or the annual bonus that the Employee would have earned with respect to such completed fiscal year, based solely upon the level of achievement of the objective performance goals established with respect to such bonus and the elimination of any subjective performance goals or evaluations otherwise applicable with respect to such bonus; provided, however, that, if the Employee has in effect a deferral election with respect to any percentage of the annual bonus which would otherwise become payable with respect to such completed fiscal year, such lump sum payment shall be reduced by an amount equal to such percentage times the lump sum payment (which reduction amount shall be deferred in accordance with such election);

(iv) for a period of thirty-six (36) months following the date of termination of employment (the "Continuation Period"), the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits (including any benefit under any individual benefit arrangement that covers medical, dental or hospitalization expenses not otherwise covered under any general Company plan) provided (x) to the Employee at any time during the 120-day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 3.3(a)(iv) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) or (y) above ; provided, however, in the event of the disability of the Employee during the Continuation Period, disability benefits shall not be paid for the Continuation Period but shall instead commence immediately following the end of the Continuation Period. In addition, if Employee has reached age 52 and has completed seven years of

service at the time of a Change of Control, Employee shall automatically become vested in the post-retirement benefits provided under the Tidewater Group Welfare Benefits Plan (the "GWB Plan") and be entitled to receive, following termination of employment with the Company, all benefits that would be payable to Employee under the GWB Plan or any successor plan of the Company or its Affiliates had the Employee retired from employment with the Company or one of its Affiliates on the later of the third anniversary of the Change of Control or the Employee's date of retirement (as defined in the GWB Plan) from employment with the Company. The Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. The Employee will be eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") at the end of the Continuation Period or earlier cessation of the Company's obligation under the foregoing provisions of this Section 3.3(a)(iv) (or, if the Employee shall not be so eligible for any reason, the Company will provide equivalent coverage). Exhibit A hereto provides an informational overview of COBRA-required coverage as it exists immediately prior to the execution of the Agreement and is not to be considered part of the Agreement; the actual coverage to be provided pursuant to this Section 3.3(a)(iv) will be the COBRA-required coverage at the time this provision becomes effective;

(v) the Employee shall immediately become fully (100%) vested in his benefit (as such benefit may be increased pursuant to Sections
3.3(a) (vii) and 3.3(a)(viii) hereof) under each supplemental or excess retirement plan of the Company in which the Employee was a participant, including, but not limited to the Tidewater Inc. Supplemental Executive Retirement Plan (the "SERP") , the Supplemental Savings Plan and any successor plans (collectively, the "Supplemental Plans");

(vi) if, prior to the Change of Control, in a form and manner reasonably satisfactory to the Company, the Employee shall have elected that his benefits under the Supplemental Plans

be paid in a lump sum in cash within five business days of the date of any termination of his employment described in this Section 3.3(a), such benefits (as such benefits may be increased pursuant to Sections 3.3(a)
(vii) and 3.3(a)(viii) hereof) shall be so paid, notwithstanding the payment provisions of the Supplemental Plans and any payment or distribution elections made by the Employee prior to such lump sum election;

(vii) the Company shall contribute to the Tidewater Inc. Executives' Supplemental Retirement Trust between the Company and Hibernia National Bank, as amended and restated effective January 1, 1993, and subsequently amended, for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the then present value of the actuarial equivalent of the additional benefits, if any, to which the Employee would be entitled under the Tidewater Inc. Pension Plan, the SERP and any other qualified or non- qualified defined benefit plan maintained by the Company and covering the Employee, regardless of the vesting requirements thereof, after giving the Employee, for purposes of calculating the benefits due Employee under such plans, (a) full service credit for a three-year period following the Change of Control and (b) compensation credit for each of such three years, with the compensation for each year being calculated by dividing the amount that the Employee will be entitled to receive under Section 3.3(a)(i) hereof by three; notwithstanding any SERP provision regarding accrual of benefits, such additional benefits shall be treated for all purposes as increasing the benefit of the Employee under the SERP and payment of the increased benefit shall be governed by the terms of the SERP, unless the Employee has made an effective election for a lump sum payment in accordance with
Section 3.3(a)(vi) hereof or an effective payment election at the time of execution of the Prior Agreement with respect to such additional benefits;

(vii) the Company shall contribute to the trust under the Merrill Lynch Non-Qualified Deferred Compensation Plan Trust Agreement between the Company and Merrill Lynch Trust Company of America made June 26, 1997, as subsequently amended, for the Employee's account in cash within five business days of the date of termination of employment an amount equal to the amount of employer contributions that would have been

made on the Employee's behalf if the Employee had continued to participate in the Company's Savings Plan, the Company's Supplemental Savings Plan and any other qualified or non-qualified defined contribution plan maintained by the Company until the third anniversary of the Change of Control. Such contribution shall, in the case of a qualified plan, be calculated as if the Employee were fully vested and participating to the maximum extent permitted by such plan and, in the case of a non-qualified plan, be calculated on the same basis as the Employee was participating in such plans and, in all cases, be calculated on the basis of the Employee's Base Salary (determined in accordance with Section 3.2(a) hereof) at the time of the Change of Control or at the date of termination, whichever is greater; notwithstanding any Supplemental Savings Plan provision regarding accrual of benefits, such contribution shall be treated for all purposes as increasing the benefit of the Employee under the Supplemental Savings Plan and payment of the increased benefit shall be governed by the terms of the Supplemental Savings Plan, unless the Employee has made an effective election for a lump sum payment in accordance with Section 3.3(a)(vi) hereof or an effective payment election at the time of execution of the Prior Agreement with respect to such contribution; and

(ix) to the extent that Employee is not fully vested in his accrued benefits under the Pension Plan, the Savings Plan or any other qualified plan maintained by the Company, at the time of termination of employment, the Company shall contribute to the trust for the Supplemental Plan that supplements the respective qualified plan, within five business days of the date of termination of employment, an amount in cash equal to the unvested but accrued benefits under such plans (calculated as the present value of the actuarial equivalent thereof in the case of any qualified defined benefit plan) as of the date of termination of employment; notwithstanding the provisions of any qualified plan or Supplemental Plan regarding accrual of benefits, such contribution shall be treated for all purposes as increasing the benefit of the Employee under the Supplemental Plan which supplements the respective qualified plan, and payment of the increased benefit shall be governed by the terms of such Supplemental Plan, unless the Employee has made an effective election for a lump sum payment in accordance with Section 3.3(a)(vi) hereof or an effective payment election at the time of execution of the Prior Agreement with respect to such contribution.

The payments and benefits provided in this Section 3.3(a) and under all of the Company's employee benefit and compensation plans shall be without regard to any amendment made after any Change of Control to any such plan, which amendment adversely affects in any manner the computation of payments and benefits due the Employee under such plan or the time or manner of payment of such payments and benefits . After a Change of Control no discretionary power of the Board or any committee thereof shall be used in a way (and no ambiguity in any such plan shall be construed in a way) which adversely affects in any manner any right or benefit of the Employee under any such plan.

(b) Death. If, after a Change of Control and during the Employment Term, the Employee's status as an employee is terminated by reason of the Employee's death, this Agreement shall terminate without further obligation to the Employee's legal representatives (other than those already accrued to the Employee), other than the obligation to make any payments due pursuant to employee benefit or compensation plans maintained by the Company or its Affiliates.

(c) Disability. If, after a Change of Control and during the Employment Term, the Employee's status as an employee is terminated by reason of Employee's Disability, this Agreement shall terminate without further obligation to the Employee (other than those already accrued to the Employee), other than the obligation to make any payments due pursuant to employee benefit or compensation plans maintained by the Company or its Affiliates.

(d) Cause. If, after a Change of Control and during the Employment Term, the Employee's status as an employee is terminated by the Company for Cause, this Agreement shall terminate without further obligation to the Employee other than for obligations imposed by law and obligations imposed pursuant to any employee benefit or compensation plan maintained by the Company or its Affiliates.

(e) Voluntary Termination. If, after a Change of Control and during the Employment Term, the Employee voluntarily terminates his employment with the Company other than for Good Reason, this Agreement shall terminate without further obligation to the Employee other than for obligations imposed by law and obligations imposed pursuant to any employee benefit or compensation plan maintained by the Company or its Affiliates.

3.4 ACCRUED OBLIGATIONS AND OTHER BENEFITS. It is the intent of this Agreement that upon termination of employment for any reason following a Change of Control the Employee be entitled to receive promptly, and in addition to any other benefits specifically provided, (a) the Employee's Base Salary through the date of termination to the extent not theretofore paid, (b) any accrued vacation pay, to the extent not theretofore paid, and (c) any other amounts or benefits required to be paid or provided or which the Employee is entitled to receive under any plan, program, policy, practice or agreement of the Company.

3.5 STOCK OPTIONS AND RESTRICTED STOCK. The foregoing benefits are intended to be in addition to the value of any options to acquire Common Stock of the Company or restricted stock the exercisability or vesting of which is accelerated pursuant to the terms of any stock option, incentive or other similar plan heretofore or hereafter adopted by the Company.

3.6 EXCISE TAX PROVISION. (a) Notwithstanding any other provisions of this Agreement, if a Change of Control occurs during the original or extended term of this Agreement, in the event that any payment or benefit received or to be received by the Employee in connection with the Change of Control or the termination of the Employee's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in the Change of Control or any Person Affiliated with the Company or such Person) (all such payments and benefits, including the payments and benefits under Section 3.3(a) hereof, being hereinafter called "Total Payments") would be subject (in whole or in part), to an excise tax imposed by section 4999 of the Code (the "Excise Tax"), then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the cash payments under Section 3.3(a) hereof shall first be reduced, and the noncash payments and benefits under Sections 3.3(a) and 3.9 hereof shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Employee would be subject in respect of such unreduced Total Payments); provided, however, that the Employee may elect to have the noncash payments and benefits under Sections 3.3(a) and 3.9 hereof reduced (or eliminated) prior to any reduction of the cash payments under Section 3.3(a) hereof.

(b) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Employee and selected by the accounting firm (the "Auditor") which was, immediately prior to the Change of Control, the Company's independent auditor, does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the "Base Amount" (within the meaning set forth in section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code.

(c) At the time that payments are made under this Agreement, the Company shall provide the Employee with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

3.7 LEGAL FEES. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Employee or others of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Employee about the amount or timing of any payment pursuant to this Agreement) or which the Employee may reasonably incur in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Code to any payment or benefit provided under this Agreement.

3.8 SET-OFF; MITIGATION. After a Change of Control, the Company's and its Affiliates' obligations to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or its Affiliates may have against the Employee or others; except that to the extent the Employee accepts other employment in connection with which he is provided health insurance benefits, the Company shall only be required to provide health insurance benefits to the extent the benefits provided by the Employee's employer are less favorable than the benefits to which he would otherwise be entitled hereunder. It is the intent of this Agreement that in no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement.

3.9 OUTPLACEMENT ASSISTANCE. Upon any termination of employment of the Employee other than for Cause within three years following a Change of Control, the Company shall provide to the Employee outplacement assistance by a reputable firm specializing in such services for the period beginning with the termination of employment and ending three years following the Change of Control.

3.10 CERTAIN PRE-CHANGE-OF-CONTROL TERMINATIONS. Notwithstanding any other provision of this Agreement, the Employee's employment shall be deemed to have been terminated following a Change of Control by the Company without Cause or by the Employee with Good Reason, if (i) the Employee's employment is terminated by the Company without Cause prior to a Change of Control (whether or not a Change of Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change of Control, (ii) the Employee terminates his employment for Good Reason prior to a Change of Control (whether or not a Change of Control actually occurs) and the act, circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Employee's employment is terminated by the Company without Cause or by the Employee for Good Reason and such termination or the act, circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change of Control and occurred after discussions with such Person regarding a possible Change-of-Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (whether or not a Change of Control actually occurs). For purposes of any determination regarding the applicability of the immediately

preceding sentence, if the Employee takes the position that such sentence applies and the Company disagrees, the Company shall have the burden of proof in any such dispute.

ARTICLE IV
MISCELLANEOUS

4.1 BINDING EFFECT; SUCCESSORS.

(a) This Agreement shall be binding upon and inure to the benefit of the Company and any of its successors or assigns.

(b) This Agreement is personal to the Employee and shall not be assignable by the Employee without the consent of the Company (there being no obligation to give such consent) other than such rights or benefits as are transferred by will or the laws of descent and distribution.

(c) The Company shall require any successor to or assignee of
(whether direct or indirect, by purchase, merger, consolidation or otherwise) all or substantially all of the assets or businesses of the Company (i) to assume unconditionally and expressly this Agreement and (ii) to agree to perform or to cause to be performed all of the obligations under this Agreement in the same manner and to the same extent as would have been required of the Company had no assignment or succession occurred, such assumption to be set forth in a writing reasonably satisfactory to the Employee.

(d) The Company shall also require all entities that control or that after the transaction will control (directly or indirectly) the Company or any such successor or assignee to agree to cause to be performed all of the obligations under this Agreement, such agreement to be set forth in a writing reasonably satisfactory to the Employee.

(e) The obligations of the Company and the Employee which by their nature may require either partial or total performance after the expiration of the term of the Agreement shall survive such expiration.

4.2 NOTICES. All notices hereunder must be in writing and shall be deemed to have been given upon receipt of delivery by: (a) hand (against a receipt therefor), (b) certified or registered mail, postage prepaid, return receipt requested, (c) a nationally recognized overnight courier service (against a receipt therefor) or

(d) telecopy transmission with confirmation of receipt. All such notices must be addressed as follows:

If to the Company, to:

Tidewater Inc.
Pan-American Life Center
601 Poydras Street, Suite 1900 New Orleans, Louisiana 70130

Attn: Cliffe F. Laborde

If to the Employee, to:

[ ]
Tidewater Inc.
Pan-American Life Center
601 Poydras Street, Suite 1900 New Orleans, Louisiana 70130

or such other address as to which any party hereto may have notified the other in writing.

4.3 GOVERNING LAW. This Agreement shall be construed and enforced in accordance with and governed by the internal laws of the State of Louisiana without regard to principles of conflict of laws.

4.4 WITHHOLDING. The Employee agrees that the Company has the right to withhold, from the amounts payable pursuant to this Agreement, all amounts required to be withheld under applicable income and/or employment tax laws, or as otherwise stated in documents granting rights that are affected by this Agreement.

4.5 AMENDMENT, WAIVER. No provision of this Agreement may be modified, amended or waived except by an instrument in writing signed by both parties.

4.6 SEVERABILITY. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall at any time or to any extent be invalid, illegal or unenforceable in any respect as written, Employee and the Company intend for any court construing this Agreement to modify or limit such provision so as to render it valid and enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so as to not affect any other term or provision hereof, and the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

4.7 WAIVER OF BREACH. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach thereof.

4.8 REMEDIES NOT EXCLUSIVE. No remedy specified herein shall be deemed to be such party's exclusive remedy, and accordingly, in addition to all of the rights and remedies provided for in this Agreement, the parties shall have all other rights and remedies provided to them by applicable law, rule or regulation.

4.9 COMPANY'S RESERVATION OF RIGHTS. Employee acknowledges and understands that the Employee serves at the pleasure of the Board and that the Company has the right at any time to terminate Employee's status as an employee of the Company, or to change or diminish his status during the Employment Term, subject to the rights of the Employee to claim the benefits conferred by this Agreement.

4.10 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company and the Employee have caused this Agreement to be executed as of the Restatement Date.

TIDEWATER INC.

By:____________________________
William C. O'Malley
Chairman of the Board,
President and Chief Executive Officer

EMPLOYEE:

EXHIBIT 10(d)

TIDEWATER

SECOND AMENDED AND RESTATED
EMPLOYEES' SUPPLEMENTAL SAVINGS PLAN

Effective October 1, 1999

TIDEWATER INC.

SECOND AMENDED AND RESTATED
EMPLOYEES' SUPPLEMENTAL SAVINGS PLAN

                               TABLE OF CONTENTS



PREAMBLE ..........................................................  1

ARTICLE 1:  PURPOSE AND DEFINITIONS ...............................  1

ARTICLE 2:  ELIGIBILITY ...........................................  3

ARTICLE 3:  DEFERRED COMPENSATION AMOUNTS .........................  3

ARTICLE 4:  ACCOUNTING ............................................  4

ARTICLE 5:  PLAN ADMINISTRATION ...................................  5

ARTICLE 6:  DISTRIBUTIONS .........................................  5

ARTICLE 7:  VESTING ...............................................  7

ARTICLE 8:  NATURE OF AGREEMENT ...................................  7

ARTICLE 9:  RESTRICTIONS ON ASSIGNMENT ............................  7

ARTICLE 10:  DEMAND FOR BENEFITS ..................................  8

ARTICLE 11:  AMENDMENT AND TERMINATION ............................  8

ARTICLE 12:  MISCELLANEOUS ........................................  9

ARTICLE 13:  CHANGE OF CONTROL .................................... 10

TIDEWATER INC.

SECOND AMENDED AND RESTATED
EMPLOYEES' SUPPLEMENTAL SAVINGS PLAN

PREAMBLE

WHEREAS, Tidewater Inc., a Delaware corporation (the "Company") maintains the Tidewater Employees' Supplemental Savings Plan (the "Plan"), the provisions of which are at present expressed in a plan document effective October 30, 1987, and amendments thereto effective January 1, 1993, January 1, 1995, October 1, 1997 and October 1, 1999; and

WHEREAS, the Board of Directors has authorized the restatement of the Plan, as amended;

NOW THEREFORE, the Plan is hereby restated to read in its entirety as follows:

ARTICLE 1: PURPOSE AND DEFINITIONS

a. Definitions

i. The term "Savings Plan" refers to the Tidewater 401(k) Savings Plan.

ii. The term "Salary Deferral Contributions" refers to contributions made pursuant to the Savings Plan by reduction of employees' Compensation.

iii The term "Employer Contributions" refers to contributions under the Savings Plan made by the Company to match employees' Salary Deferral Contributions.

iv. The term "Compensation" shall have the same meaning as it has in the Savings Plan except that the limitations imposed by Section 401(a)(17) of the Code shall not be applicable.

v. All terms used in this Plan shall have the meanings assigned to them under the provisions of the Savings Plan, unless otherwise defined herein or qualified by the context.

vi. The term "Valuation Date" shall mean the close of each Business Day. For this purpose, the term Business Day shall mean any day during which the New York Stock Exchange is open to engage in stock transactions.

vii The term "Distribution Date" shall mean the date on which a lump sum distribution is made or the date that installment payments of a distribution begin, which shall be as soon as administratively possible (but in no case more than 60 days) following the Selected Date, or if no Selected Date is chosen or in the case of death, the Termination Date.

viii The term "Termination Date" shall mean the date the Participant terminates employment.

ix. The term "Selected Date" shall mean the date selected in a Salary Deferral Agreement, or an amendment thereto, for a distribution under the Plan to begin; provided that in the event of the death of the Participant, commencement of a distribution shall be accelerated to the date of death and made as provided in the Participant's Designation of Beneficiary form.

x. The term "Death Beneficiary" shall mean the recipient of any proceeds under the Plan in conjunction with the death of a Participant and shall be (i) the person or persons designated by the Participant on a form provided by the Committee, or (ii) in the absence of a designated Death Beneficiary, the Participant's estate.

b. Because of the limitations contained in Sections 401(a)(17),
401(k), 401(m) and 402(g) of the Code (the "Limitations"), some Company employees participating in the Savings Plan can make only a portion of the Salary Deferral Contributions that the Savings Plan would allow but for such Limitations.

c. The Company also desires to provide for a mechanism for certain employees of the Company to defer all or a portion of their annual incentive bonus ("Annual Bonus").

d. The purposes of this Plan are (i) to provide a mechanism for certain employees of the Company to defer the portion of their Compensation which cannot be deferred because of the Limitations, (ii) to provide for an employer contribution matching such supplemental deferrals under the Plan, (iii) to provide a mechanism to defer a portion of such employees' Annual Bonus and
(iv) to establish a non-qualified trust (the "Trust") to provide a means for funding the benefits of the Participants under the Plan, under which Company and its creditors retain such rights as to defer the taxation of all benefits until actually received by the Participants and\or their Death Beneficiaries.

e. The Plan as amended and restated shall be effective October 1, 1999.

f. Since the Plan (other than the Annual Bonus deferral) is intended to supplement the Savings Plan, any ambiguities or gaps in this Plan shall be resolved by reference to the Savings Plan document, as amended, but only if consistent with the purposes set forth in Paragraph 1.d.

g. The Plan shall cover employees of the Company meeting the eligibility criteria set forth in Article 2.

ARTICLE 2: ELIGIBILITY

Every Member in the Savings Plan who is the Chief Executive Officer, President, Chief Financial Officer, a Vice President or the Corporate Controller of the Company or who is otherwise designated as eligible to participate by the Compensation Committee of the Board of Directors of the Company shall be eligible to participate in this Plan at such time as, and only so long as, his projected Compensation for the calendar year when multiplied by the Deferral Percentage exceeds the limitation under Section 402(g) of the Code for the year or all or a portion of such Member's Salary Deferral Contribution or Employer Contribution is returned from the Savings Plan or forfeited as a result of
Section 401(k)(8) of the Code or Section 401(m) of the Code (an "Eligible Employee"). Participation can commence as of any Entry Date following that determination. The "Deferral Percentage" is the percentage of Compensation an Eligible Employee elects to defer in his Supplemental Salary Deferral Agreement.

ARTICLE 3: DEFERRED COMPENSATION AMOUNTS

a. Supplemental Deferrals. An Eligible Employee can enter into a Supplemental Salary Deferral Agreement with the Company under which the Eligible Employee elects to reduce his Compensation by an amount ("Supplemental Salary Deferral") that is retained by the Company in a "Supplemental Salary Deferral Account" for the Eligible Employee. An Eligible Employee who enters into such an agreement is referred to as a "Participant." Supplemental Salary Deferrals shall be effective only for calendar years in which such Participant's Salary Deferral Contributions reach the limitation set by Internal Revenue Code Section 402(g) or for years in which all or a portion of a Participant's Salary Deferral Contribution or Employer Contribution is returned from the Savings Plan or forfeited as a result of Section 401(k)(8) of the Code or Section 401(m) of the Code. The Deferral Percentage for a Supplemental Salary Deferral can be any whole percentage of Compensation between 2 percent and 15 percent.

The Supplemental Salary Deferral Agreement may also contain an election to defer an amount of Compensation equal to (i) such Participant's Salary Deferral Contribution to the Savings Plan which is returned pursuant to
Section 401(k)(8) of the Code and (ii) such Participant's Employer Contribution to the Savings Plan which is to be distributed to Participant as a result of
Section 401(k)(8) or Section 401(m) of the Code. The amount referred to in (i) shall be credited to Participant's Supplemental Salary Deferral Account. The amount referred to in (ii) shall be credited to Participant's Matching Contribution Account.

Deferrals (other than those described in Paragraph 3(c)) under the Supplemental Salary Deferral Agreement shall first be applied to the Savings Plan to the extent of the Limitations.

b. Matching Contributions. For each dollar of Supplemental Salary Deferral contributed under the Plan pursuant to the Participant's Supplemental Salary Deferral Agreement, the Company shall deem set aside an amount ("Matching Contribution") equal to the amount of Employer Contribution that would have been made

under the Savings Plan if the Supplemental Salary Deferral had been a Salary Deferral Contribution. The Matching Contribution when combined with the matching contribution provided in Section 4.04 of the Savings Plan shall not exceed three percent of Compensation. If an Employer Contribution to the Savings Plan on behalf of a Participant is forfeited pursuant to Section 401(k)(8) or Section 401(m) of the Code, such amount shall be deemed a Matching Contribution under the Plan to the extent such Participant has so provided in his Supplemental Salary Deferral Agreement. A Matching Contribution shall not be required to the extent a returned or forfeited Employer Contribution is otherwise deemed credited to a Participant.

c. Annual Bonus. The Supplemental Salary Deferral Agreement may also contain an election to defer all or part of an Eligible Employee's Annual Bonus ("Bonus Deferral"). The Bonus Deferral shall be in whole percentages of either 25 percent, 50 percent, 75 percent or 100 percent. The portion of each Participant's Annual Bonus deferred pursuant to a Supplemental Salary Deferral Agreement shall be credited to such Participant's Supplemental Salary Deferral Account.

d. Execution of Supplemental Salary Deferral Agreement. A Supplemental Salary Deferral Agreement shall be executed prior to the beginning of the calendar year to which the agreement relates (except that with respect to the first year an employee becomes an Eligible Employee he may enter into a Supplemental Salary Deferral Agreement within 30 days of becoming an Eligible Employee for Compensation for services performed subsequent to execution of such Agreement) and shall be effective only for the calendar year to which it relates. Once executed and delivered to the Company, the deferrals and elections set forth in the Supplemental Salary Deferral Agreement can be changed or modified only as provided in Article 6(a).

Supplemental Salary Deferral Agreements shall be automatically revoked as of any date on which their implementation would disqualify the Savings Plan.

No Supplemental Salary Deferrals shall occur after a Participant is no longer an Eligible Employee.

ARTICLE 4: ACCOUNTING

a. Establishment of Accounts. The Committee shall establish and maintain a separate Supplemental Salary Deferral Account and Matching Contribution Account for each Participant. A Participant's Supplemental Salary Deferral Account shall be credited with the Participant's Supplemental Salary Deferrals, Bonus Deferrals and earnings thereon, and a Participant's Matching Contribution Account shall be credited with the Participant's Matching Contribution and the earnings thereon. The accounts shall be bookkeeping entries only and the Participant shall have no secured or vested interest in any specified assets. A Participant's interest in the two accounts shall be referred to in the aggregate as his "Deferred Compensation Account."

b. Adjusting of Accounts. The Committee shall provide to each Participant a list of investments from which a Participant can choose as a deemed

investment for such Participant's Deferred Compensation Account. A Participant's Deferred Compensation Account shall be deemed invested in the investments selected by such Participant (provided that if no investment is selected, the Deferred Compensation Accounts shall be deemed invested in the money market option). The Deferred Compensation Accounts shall be adjusted as of each Valuation Date to reflect increases or decreases in the value of such deemed investments. A Participant shall have the right to change the deemed investment of his Deferred Compensation Accounts and the allocation of future Supplemental Salary Deferrals, Matching Contributions and Bonus Deferrals by notice to the Committee in such form as required by the Committee. Such changes in deemed investments shall be made on the Valuation Date next following the date upon which said change was requested, or as soon thereafter as may be administratively practicable. To the greatest extent practicable, the same valuation and accounting methods shall be used as are used to recalculate the Members' account balances under the Tidewater 401(k) Savings Plan. A participant shall have no right to compel investment of any amounts credited to Participant's Deferred Compensation Account.

ARTICLE 5: PLAN ADMINISTRATION

The Plan shall be administered by the Compensation Committee of the Company's Board of Directors, the Employee Benefits Committee of the Company (the "Committee"), and the Board of Directors of the Company, and their respective powers and obligations are the same as those set forth in the Savings Plan document, but modified to take into account that this Plan is an unfunded plan for highly-compensated employees. Each governing body shall have full power and authority to interpret, construe and administer this Plan, and such governing body's interpretations and constructions hereof and actions hereunder, including the timing, form, amount or recipient of any payment to be made hereunder, within the scope of its authority, shall be binding and conclusive on all persons for all purposes. No member of a governing body shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan, unless attributable to his own willful misconduct or lack of good faith. Each administrator shall be fully indemnified as provided in the Savings Plan. A member of a governing body shall not participate in any action or determination regarding his own benefits hereunder.

ARTICLE 6: DISTRIBUTIONS

a. Participant's Benefit and Distribution Elections. A Participant shall be entitled to a distribution from his Deferred Compensation Account on a Distribution Date. If a Participant becomes entitled to a distribution because of termination of employment, the Participant shall be entitled to payment of an amount equal to his entire vested Deferred Compensation Account. If a Participant becomes entitled to a distribution because a Selected Date has been reached, the Participant shall be entitled to payment of an amount equal to the portion of his vested Deferred Compensation Account related to the Supplemental Salary Deferral Agreement in which the Selected Date was selected. For the purpose of determining the amount to be distributed to a Participant, the vested Deferred Compensation Account balance shall be that as determined on the Distribution Date. In the case of installment payments, the amount of each installment payment shall

be the numerator (equal to 1) divided by the denominator (this being the total number of remaining installment payments) multiplied by the vested Deferred Compensation Account balance on the date of the installment payment.

Distributions shall be made in cash. A distribution upon either a Selected Date or a Termination Date may be in either a single lump sum or installments, as elected by the Participant. A Selected Date shall be no sooner than two years following the date the Compensation would be paid, if it were not deferred. If an installment payment election is made, payments will be made annually over the period selected by the Participant, which period shall not exceed ten (10) years. If the Participant makes no election regarding the form of a benefit, the benefit shall be paid in a single lump sum. Prior to October 1, 1999, an election to receive a benefit in installments could be made only in the Participant's Salary Deferral Agreement. After October 1, 1999, an election as to the form of a benefit can be made on a form provided by the Committee at any time, but the election cannot take effect for a period of 13 months, except in the case of a Change of Control as provided below. A change to a Selected Date or form of benefit (lump sum or installment) election hereunder will be permitted, but no change will be effective for a period of at least 13 months following the date that the Committee is notified of such change, except in the case of a Change of Control as provided below.

b. Distribution Election in Anticipation of a Change of Control. A Participant can also elect at any time prior to a Change of Control, in a form and manner reasonably satisfactory to the Company, to have the value of his Deferred Compensation Account paid in a lump sum in cash within five business days of the Change of Control, without regard to any other provision of the Plan or any payment or distribution elections applicable to the payment of the Participant's Deferred Compensation Account in the absence of a Change of Control.

c. Death Benefit. If the Participant's employment terminates by reason of death, or if the Participant dies prior to receipt of all the benefits provided under Paragraph 6 (a), an amount equal to the remaining value of the Participant's vested Deferred Compensation Account shall be distributed to the Death Beneficiary in a lump sum or installments, as elected by the Participant on the Designation of Beneficiary form. A lump sum distribution shall be made within 60 days after the Participant's death and shall be in the amount of the Participant's vested Deferred Compensation Account as of the Distribution Date. A distribution in installments shall begin within 60 days after the Participant's death and be calculated as provided in Article 6a.

d. Hardships. A benefit is payable under this Plan to a Participant prior to a Distribution Date only if the Participant establishes to the satisfaction of the Compensation Committee of the Board of Directors that the Participant has an unforeseeable emergency. An unforeseeable emergency is a severe financial hardship of the Participant resulting from a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, loss of the Participant's property due to uninsured casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The amount distributed in the case of an unforeseeable emergency shall be limited to what is needed to reasonably

satisfy the emergency and is not reasonably available from other sources. The amount of the hardship distribution cannot exceed the balance credited to the Participant's Supplemental Salary Deferral Account and is charged against such accounts.

e. Withholding. All distributions shall be subject to applicable state and federal withholding taxes.

ARTICLE 7: VESTING

A Participant's interest in his Supplemental Salary Deferral Account and Bonus Deferral Account shall be 100 percent vested at all times, and, subject to Article 13 hereof, a Participant's interest in his Matching Contribution Account shall vest at the same rate as his Employer Contribution Account under the Savings Plan. If a Participant terminates employment without full vesting in his Matching Contribution Account, the unvested portion shall be forfeited and shall reduce the Company's obligations under this Plan. The forfeiture is not added to the other Participants' accounts.

ARTICLE 8: NATURE OF AGREEMENT

Participants and their Death Beneficiaries by virtue of participating under this Plan have only an unsecured right to receive benefits from the Company as a general creditor of the Company. The Plan constitutes a mere promise to make payments in the future. The adoption of this Plan and any setting aside of amounts by the Company with which to discharge its obligations hereunder shall not be deemed to create a trust for the benefit of Participants or their Death Beneficiaries; legal and equitable title to any funds so set aside shall remain in the Company, and any recipient of benefits hereunder shall have no security or other interest in such funds. Any and all funds so set aside shall remain subject to the claims of the general creditors of the Company, present and future, and no payment shall be made under this Plan unless the Company is then solvent. This provision shall not require the Company to set aside any funds, but the Company may set aside such funds if it chooses to do so. Notwithstanding the foregoing provisions of this Article 8 and any other provision of the Plan, an amount equal to all Supplemental Salary Deferral Contributions, Matching Contributions and Bonus Deferrals may be deposited into a trust (any such trust, and any successor thereto, being hereinafter called the "Trust") established by the Company for the purpose of assuring payment of the Company's obligations under the Plan. The Trust shall be subject to the claims of the general creditors of the Company in the event of the Company's bankruptcy or insolvency. Notwithstanding any establishment of the Trust, the Company shall remain responsible for the payment of any amounts so payable which are not so paid by the Trust.

ARTICLE 9: RESTRICTIONS ON ASSIGNMENT

The interest of Participant or his Death Beneficiary may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void; neither shall the benefits hereunder be liable for or subject to the debts, contracts, liabilities, engagement, or torts of any person to whom such benefits or funds are payable, nor shall they be subject to garnishment, attachment, or other legal or

equitable process nor shall they be an asset in bankruptcy, except that no amount shall be payable hereunder until and unless any and all amounts representing debts or other obligations owed to the Company or any affiliate of the Company by the Employee with respect to whom such amount would otherwise be payable shall have been fully paid and satisfied. The interest of any Participant or Death Beneficiary shall be held subject to the maximum restraint on alienation permitted or required by applicable Louisiana law.

ARTICLE 10: DEMAND FOR BENEFITS

Benefits upon termination of employment shall ordinarily be paid to a Participant without the need for demand, and to a Death Beneficiary upon receipt of the Death Beneficiary's address and Social Security number. Nevertheless, a Participant or a person claiming to be a death beneficiary who claims entitlement to a benefit under Paragraph 6.a. or 6.b. can file a claim for benefits with the Committee. If the claim is for a benefit resulting from a termination of employment or death, the Committee shall accept or reject the claim within 30 days of its receipt. If the claim is denied, the Committee shall give the reason for denial in a written notice calculated to be understood by the claimant, referring to the plan provisions that form the basis of the denial. If any additional information or material is necessary to perfect the claim, the Committee will identify these items and explain why such additional material is necessary. If the Committee neither accepts nor rejects the claim within 30 days, the claim shall be deemed to be denied. Upon the denial of a claim, the claimant may file a written appeal of the denied claim to the Compensation Committee of the Board of Directors of the Company within 60 days of the denial. The claimant shall have the opportunity to be represented by counsel and to be heard at a hearing. The claimant shall have the opportunity to review pertinent documents and the opportunity to submit issues and argue against the denial in writing. The decision upon the appeal must be made no later than the later of (a) 60 days after receipt of the request for review of
(b) 30 days after the hearing. The Compensation Committee must set a date for such a hearing within 30 days after receipt of the appeal. In no event shall the date of the hearing be set later than 60 days after receipt of the notice. If the appeal is denied, the denial shall be in writing. If an initial claim is denied, all subsequent reasonable attorney's fees and costs of the successful claimant, including the filing of the appeal with the Compensation Committee, and any subsequent litigation, shall be paid by the Company unless the failure of the Company to pay is caused by reasons beyond its control, such as insolvency or bankruptcy.

ARTICLE 11: AMENDMENT AND TERMINATION

a. Amendment. The provisions of this Plan may be amended by the Board of Directors of the Company from time to time and at any time in whole or in part, even if such amendment results in the termination or modification of any Supplemental Salary Deferral Agreements, provided that no amendment shall operate to deprive any Participant or Death Beneficiary of any vested rights in their Deferred Compensation Accounts accrued to them under the Plan and Trust prior to such amendment.

b. Termination. While it is the Company's intention to continue the Plan in operation indefinitely, the right is nevertheless expressly reserved to terminate the Plan in whole or in part. Upon a termination all Matching Contribution Accounts shall be 100 percent vested, and amounts equal to the full balance in each Participant's Deferred

Compensation Account shall be distributed (and taxable) to the Participant (or his Death Beneficiary), and the Company shall have no further obligations under the Plan.

c. Early Payments. Notwithstanding any provision of this Plan to the contrary, the Committee may direct the trustee of any trust established pursuant to Article 8, hereof, to distribute to any Participant (or Beneficiary) in the form of an immediate single-sum payment all or any portion of the amount then credited to a Participant's affected Deferred Compensation Account or Accounts, as the case may be, if an adverse determination is made with respect to such Participant. For this purpose, the term adverse determination shall mean that, based upon Federal tax or revenue law, a published or private ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury, a decision by a court of competent jurisdiction, a closing agreement made under Section 7121 of the Code that is approved by the Internal Revenue Service and involves such Participant or a determination of counsel, a Participant has or will recognize income for Federal income tax purposes with respect to any amount that is or will be payable under this Plan before it is otherwise to be paid hereunder.

Further, notwithstanding any provision of the Plan to the contrary, the Committee may direct the trustee of any trust established pursuant to Article 8 hereof to distribute to any Participant in the form of an immediate single-sum payment all or any portion of the amount then credited to a Participant's affected Deferred Compensation Account or Accounts as the case may be, based upon a change in ERISA, a published advisory opinion or similar announcement issued by the Department of Labor, a regulation issued by the Secretary of Labor, a decision by a court of competent jurisdiction, an agreement between such Participant and the Department of Labor or similar agency or an opinion of counsel, such Participant is not a "management" or "highly compensated" employee or this Plan is not an "unfunded" plan within the meaning of ERISA.

ARTICLE 12: MISCELLANEOUS

a. Governing Law. The Plan and Trust shall be construed, administrated and applied under the laws of the State of Louisiana. It is the Company's intent that the Plan shall be exempt from ERISA's provisions, to the maximum extent permitted by law. The Plan is intended to be unfunded for federal income tax purposes and for purposes of Title I of ERISA and intended to provide deferred compensation only for a select group of management or highly compensated employees and shall be exempt from Parts 2, 3 and 4 of ERISA, pursuant to Sections 201(2), 301(a)(3) and 401(a)(1).

b. Pronouns. The use of masculine pronouns shall be extended to include the feminine gender wherever appropriate.

c. Continued Employment. Nothing contained herein shall be construed as conferring upon any Participant the right to continue in the employ of the Company or any subsidiary of the Company in any capacity.

d. Recovery of Payments Made By Mistake. Notwithstanding anything to the contrary, a Participant or other Person receiving amounts from the Plan is entitled only to those benefits provided by the Plan and promptly shall return any payment, or portion thereof, made by mistake of fact or law. The Committee may offset the future

benefits of any recipient who refuses to return an erroneous payment, in addition to pursuing any other remedies provided by law.

ARTICLE 13: CHANGE OF CONTROL

a. Effect of Change of Control. Upon a Change of Control (as defined in Section 13(b) hereof) a Participant's interest in his Matching Contribution Account shall immediately become fully vested.

b. Definition of Change of Control. As used in this Section 13, 'Change of Control' shall mean:

i. the acquisition by any 'Person' (as defined in Section 13(c) hereof) of 'Beneficial Ownership' (as defined in Section 13(c) hereof) of 30% or more of the outstanding Shares of the Company's Common Stock, $0.10 par value per share (the 'Common Stock') or 30% or more of the combined voting power of the Company's then outstanding securities; provided, however, that for purposes of this subsection
13(b)(i), the following shall not constitute a Change of Control:

A. any acquisition (other than a 'Business Combination' (as defined in Section 13(b)(iii) hereof) which constitutes a Change of Control under Section 13(b)(iii) hereof) of Common Stock directly from the Company,

B. any acquisition of Common Stock by the Company or its subsidiaries,

C. any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or

D. any acquisition of Common Stock by any corporation pursuant to a Business Combination which does not constitute a Change of Control under Section 13(b)(iii) hereof; or

ii. individuals who, as of the effective date of Amendment Number Two to the Plan, constitute the Board (the 'Incumbent Board') cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of Amendment Number Two to the Plan whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, unless such individual's initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

iii. consummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a 'Business Combination'), in each case, unless, immediately following such Business Combination,

A. the individuals and entities who were the Beneficial Owners of the Company's outstanding Common Stock and the Company's voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation (as defined in Section 13(c) hereof), and

B. except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the Post- Transaction Corporation and any employee benefit plan or related trust of either the Company, the Post-Transaction Corporation or any subsidiary of either corporation) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and

C. at least a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

iv. approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

c. Other Definitions. As used in Section 13(b) hereof, the following words or terms shall have the meanings indicated:

i. Affiliate: 'Affiliate' (and variants thereof) shall mean a Person that controls, or is controlled by, or is under common control with, another specified Person, either directly or indirectly.

ii. Beneficial Owner: 'Beneficial Owner' (and variants thereof), with respect to a security, shall mean a Person who, directly or indirectly (through any contract, understanding, relationship or otherwise), has or shares (i) the power to vote, or direct the voting of, the security, and/or (ii) the power to dispose of, or to direct the disposition of, the security.

iii. Person: 'Person' shall mean a natural person or company, and shall also mean the group or syndicate created when two or more Persons act as a syndicate or other group (including, without limitation, a partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except that 'Person' shall not include an underwriter temporarily holding a security pursuant to an offering of the security.

iv. Post-Transaction Corporation: Unless a Change of Control includes a Business Combination (as defined in Section 13(b)(iii) hereof), 'Post-Transaction Corporation' shall mean the Company after the Change of Control. If a Change of Control includes a Business Combination, 'Post-Transaction Corporation' shall mean the corporation resulting from the Business Combination unless, as a result of such Business Combination, an ultimate parent corporation controls the Company or all or substantially all of the Company's assets either directly or indirectly, in which case, 'Post-Transaction Corporation' shall mean such ultimate parent corporation."

Thus done and signed effective the 1st day of October, 1999.

TIDEWATER INC.

                              By: /s/ Ken C. Tamblyn
                                  -------------------------------
                                      Ken C. Tamblyn
                                Executive Vice President and
                                    Chief Financial Officer
Attest:


/s/ Michael L. Goldblatt
----------------------------
      Michael L. Goldblatt

EXHIBIT 10(e)

Restated
Merrill Lynch Non-Qualified Deferred
Compensation Plan Trust Agreement

TRUST UNDER:

TIDEWATER INC. SECOND RESTATED EMPLOYEES' SUPPLEMENTAL SAVINGS PLAN

This Agreement made effective this 1st day of October, 1999 by and between Tidewater Inc. (Company) and Merrill Lynch Trust Company of America, an Illinois corporation (Trustee);

WHEREAS, Company has adopted the non-qualified deferred compensation Plan(s) identified above and such other plan(s) as are listed in Appendix A;

WHEREAS, Company has incurred or expects to incur liability under the terms of such Plan(s) with respect to the individuals participating in such Plan(s);

WHEREAS, Company wishes to establish a trust (the "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's Insolvency, as herein defined, until paid to the Plan participants and their beneficiaries in such manner and at such times as specified in the Plan(s);

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan(s) as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purpose of Title I of the Employee Retirement Income Security Act of 1974;

WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in meeting of its liabilities under the Plan(s);

WHEREAS, the provisions of the Trust are at present expressed in a document effective June 26, 1997 and amendment thereto effective October 1, 1999; and

WHEREAS, the Board of Directors has authorized the restatement of the Agreement, as amended and restated;

NOW, THEREFORE, the Agreement is hereby restated to read in its entirety as follows:

(a) Company hereby deposits with Trustee in trust such cash and/or marketable securities, if any, listed in Appendix B, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

(b) The Trust hereby established shall be irrevocable.
(c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, Part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of Insolvency, as defined in
Section 3(a) herein.

(e) Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.

(f) Trustee shall not be obligated to receive any cash and/or property pursuant to this Section 1 unless prior thereto Trustee has agreed that such cash and/or property is acceptable to Trustee and Trustee has received such reconciliation, allocation, investment or other information concerning, or representation with respect to, the cash and/or property as Trustee may require. Trustee shall have no duty or authority to (a) require any deposits to be made under the Plan or to Trustee, (b) compute any amount to be deposited under the Plan to Trustee, or (c) determine whether amounts received by Trustee comply with the Plan. Assets of the Trust may, in Trustee's discretion, be held in an account with an affiliate of Trustee.

(g) (1) Upon a Potential Change of Control (as defined in Section 14 hereof), the Company shall make, as soon as possible, but in no event later than fifteen (15) business days following the Potential Change of Control, a contribution (which contribution shall be, except as otherwise provided in Sections 1(g)(2), 3, and 13 hereof, an irrevocable contribution) to the Trust in an amount which (when aggregated with the assets then held by the Trust, valued at their then fair market value) is equal to (i) the present value of the

maximum benefits in which all Plan participants (or their beneficiaries) would be vested pursuant to the terms of the Plan(s) as of the date on which the Potential Change of Control occurred (calculated as if such Potential Change of Control were also a "Change of Control" as defined in the relevant Plan and as if any vesting of benefits which the relevant Plan requires upon a Change of Control had already occurred), plus (ii) a reasonable estimated amount for the Trust's expenses during its term (such estimate not to exceed one percent (1%) of such present value). The sum of the amounts described in items (i) and (ii) of the immediately preceding sentence is hereinafter called the "Required Funding Amount." The Company hereby authorizes and directs its chief executive officer, and its chief financial officer, or either of them acting alone, to contribute the Required Funding Amount without the further approval of the board of directors of the Company (the "Board"). Immediately after the Company makes such contribution, the Company shall provide the Trustee with copies of all Plans, to the extent not previously provided, and other information used in the Company's calculation of the Required Funding Amount, as well as its worksheets for such calculation.

(2) In the event that, prior to any delivery pursuant to Section 1(g)(1) hereof, the Trust was only nominally funded and that the Company delivers an amount to the Trustee upon a Potential Change of Control pursuant to
Section 1(g)(1) hereof, the Trustee will, if directed by the Company and if provided with a written certification from the Company that a Change of Control has not occurred, return substantially all the Trust assets (retaining a nominal portion of such assets as corpus for the continuing Trust) to the Company on the last day of the eighteenth month following the month in which the Potential Change of Control occurred, unless a Change of Control shall have occurred during such eighteen-month period. In the event that, prior to any delivery pursuant to Section 1(g)(1), the Trust had been more than nominally funded by discretionary contributions from the Company which were calculated with reference to the present value of Plan benefits from time to time and that the Company delivers an amount to the Trustee upon a Potential Change of Control pursuant to Section 1(g)(1) hereof, the Trustee will, if directed by the Company and if provided with a written certification from the Company that a Change of Control has not occurred, return the portion of such Section 1(g)(1) delivery which is equal to the sum of (i) Plan benefits attributable solely to Change-of- Control vesting and (ii) the estimate of the Trust's expenses (retaining the balance of the Trust assets as corpus for the continuing Trust) to the Company on the last day of the eighteenth month following the month in which the Potential Change of Control occurred, unless a Change of Control shall have occurred during such eighteen-month period. Such eighteen-month period shall be begun anew (thus postponing any such discretionary return of Trust assets) in the event of any subsequent Potential Change of Control occurring during such initial period or any subsequent period.

(3) Following the end of each calendar year which ends after a Potential Change of Control has occurred, unless the assets delivered to the

Trustee pursuant to Section 1(g)(1) in connection with such Potential Change of Control (or a portion of such assets) shall have previously been returned to the Company pursuant to Section 1(g)(2) hereof or the Trust shall have previously terminated pursuant to Section 13 hereof, the Company shall recalculate the Required Funding Amount as if such Potential Change of Control had occurred at the end of such calendar year. Not later than sixty (60) days after each such calendar year-end, the Trustee shall give notice to the Company as to the fair market value of assets held in the Trust as of such calendar year-end. If such recalculated Required Funding Amount exceeds the fair market value of the assets then held in the Trust, the Company shall within five days after receipt of information from the Trustee pursuant to the immediately preceding sentence pay (or cause the respective Employers to pay) to the Trustee an amount in cash (or marketable securities or any combination thereof) equal to such excess; provided, however, that if no such information has been received by the Company before the ninetieth (90th) day following the respective calendar year-end, then on or before the ninety-fifth (95th) day the Company shall pay (or cause the respective Employers to pay) to the Trustee an amount in cash (or marketable securities or any combination thereof) equal to the amount so paid the immediately preceding year. The Company hereby authorizes and directs its Chief Executive Officer, and its Chief Financial Officer, or either of them acting alone, to make such additional contributions (or to cause such additional contributions to be made) without the further approval of the Board.

(4) The Trustee shall have no obligation to perform any of the calculations provided for herein or to review any such calculations for accuracy.

parties hereto that (1) Company shall on a timely basis provide Trustee specific information as to the amount of taxes to be withheld and (2) Company shall be obligated to receive such withheld taxes from Trustee and properly pay and report such amounts to the appropriate taxing authorities.

(b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan(s) shall be determined by Company or such party as it shall designate under the Plan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan(s).

(c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan(s). Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan(s), Company shall make the balance of each payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

(d) Trustee shall have no responsibility to determine whether the Trust is sufficient to meet the liabilities under the Plan(s), and shall not be liable for payments or Plan(s) liabilities in excess of the value of the Trust's assets.

(a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in
Section l(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below.
(1) The Board of Directors and the Chief Executive Officer of Company (or, if there is no Chief Executive Officer, the highest ranking officer) shall have the duty to inform Trustee in writing of Company's Insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become Insolvent, Trustee shall determine whether Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries.

(2) Unless Trustee has actual knowledge of Company's Insolvency, or has received notice from Company or a person claiming to be a creditor alleging that Company is Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent. Trustee may in all events rely on such evidence concerning Company's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Company's solvency.

(3) If at any time Trustee has determined that Company is Insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Company with respect to benefits due under the Plan(s) or otherwise.

(4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Company is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan(s) for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants provided for hereunder during any such period of discontinuance; provided that Company has given Trustee information with respect to such payments made during the period of discontinuance prior to resumption of payments by the Trustee.

Except as provided in Section 1(g)(2) and Section 3 hereof, since the Trust is irrevocable, in accordance with Section l(b) hereof, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan(s).

(a) Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by Company. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by

Trustee, and shall in no event be exercised by or rest with Plan participants, except that voting rights with respect to Trust assets will be exercised by Company, unless an investment adviser has been appointed pursuant to Section 5(c) and voting authority has been delegated to such investment adviser.

(b) Company shall have the right at anytime, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercised by Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity.

(c) Trustee may appoint one or more investment advisers who are registered as investment advisers under the Investment Advisers Act of 1940, who may be affiliates of Trustee, to provide investment advice on a discretionary or non- discretionary basis with respect to all or a specified portion of the assets of the Trust.

(d) Trustee, or the Trustee's designee, is authorized and empowered:

(1) To invest and reinvest Trust assets, together with the income therefrom, in common stock, preferred stock, convertible preferred stock, bonds, debentures, convertible debentures and bonds, mortgages, notes, commercial paper and other evidences of indebtedness (including those issued by the Trustee), shares of mutual funds (which funds may be sponsored, managed or offered by an affiliate of the Trustee), guaranteed investment contracts, bank investment contracts, other securities, policies of life insurance, annuity contracts, options, options to buy or sell securities or other assets, and all other property of any type (personal, real or mixed, and tangible or intangible);

(2) To deposit or invest all or any part of the assets of the Trust in savings accounts or certificates of deposit or other deposits in a bank or saving and loan association or other depository institution, including the Trustee or any of its affiliates, provided with respect to such deposits with Trustee or an affiliate the deposits bear a reasonable interest rate;

(3) To hold, manage, improve, repair and control all property, real or personal, forming part of the Trust; to sell, convey, transfer, exchange, partition, lease for any term, even extending beyond the duration of this Trust, and otherwise dispose of the same from time to time;

(4) To hold in cash, without liability for interest, such portion of the Trust as is pending investments, or payment of expenses, or the distribution of benefits;

(5) To take such actions as may be necessary or desirable to protect the Trust from loss due to the default on mortgages held in the Trust including the appointment of agents or trustees in such other jurisdictions as may seem desirable, to transfer property to such agents or trustees, to grant to such agents such powers as are necessary or desirable to protect the Trust, to direct such agent or trustee, or to delegate such power to direct, and to remove such agent or trustee;

(6) To settle, compromise or abandon all claims and demands in favor of or against the Trust;

(7) To exercise all of the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under the laws of the state in which the Trustee is incorporated as set forth above, so that the powers conferred upon the Trustee herein shall not be in limitation of any authority conferred by law, but shall be in addition thereto;

(8) To borrow money from any source and to execute promissory notes, mortgages or other obligations and to pledge or mortgage any trust assets as security; and

(9) To maintain accounts at, execute transactions through, and lend on an adequately secured basis stocks, bonds or other securities to, any brokerage or other firm, including any firm which is an affiliate of Trustee.

To the extent necessary or which it deems appropriate to implement its powers under Section 5 or otherwise to fulfill any of its duties and responsibilities as Trustee of the Trust, the Trustee shall have the following additional powers and authority:

(a) to register securities, or any other property, in its name or in the name of any nominee, including the name of any affiliate or the nominee name designated by any affiliate, with or without indication of the capacity in which property shall be held, or to hold securities in bearer form and to deposit any securities or other property in a depository or clearing corporation;

(b) to designate and engage the services of, and to delegate powers and responsibilities to, such agents, representatives, advisers, counsel and accountants as the Trustee considers necessary or appropriate, any of whom may be an affiliate of the Trustee or a person who renders services to such an affiliate, and, as a part of its expenses under this Trust Agreement, to pay their

reasonable expenses and compensation;

(c) to make, execute and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, waivers, releases or other instruments in writing necessary or appropriate for the accomplishment of any of the powers listed in this Trust Agreement; and

(d) generally to do all other acts which Trustee deems necessary or appropriate for the protection of the Trust.

(a) Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within 90 days following the close of each calendar year and within 90 days after removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. Trustee may satisfy its obligation under this Section 8 by rendering to Company monthly statements setting forth the information required by this Section separately for the month covered by the statement.

(a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company which is contemplated by, and in conformity with, the terms of the Plan(s) and this Trust and is given in writing by Company. Trustee shall also incur no liability to any person for any failure to act in the absence of direction, request or approval from the Company which is contemplated by, and in conformity with, the terms of this Trust. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) Company hereby indemnifies Trustee and each of its affiliates (collectively, the "Indemnified Parties") against, and shall hold them harmless from, any and all loss, claims, liability, and expense, including reasonable attorneys' fees, imposed upon or incurred by any Indemnified Party as a result of any acts taken, or any failure to act, in accordance with the directions from the Company or any designee of the Company, or by reason of the Indemnified Party's good faith execution of its duties with respect to the Trust, including, but not limited to, its holding of assets of the Trust, unless the loss, claim, liability or expense involved resulted from the negligence or willful misconduct of the Trustee. The Company's obligations with respect to the foregoing are to be satisfied promptly by Company. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust without direction from Company.

(c) Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.

(d) Trustee may hire agents, accountants, actuaries, investment advisers, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

(e) Trustee shall have, without exclusion, all powers conferred on Trustee by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(f) However, notwithstanding the provisions of Section 9(e) above, Trustee may loan to Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust.

(g) Notwithstanding any powers to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Trustee is authorized, unless otherwise agreed by Trustee, to withdraw from the Trust without direction from Company the amount of its fees in accordance with the fee schedule agreed to by the Company and Trustee. Company shall pay all administrative expenses, but if not so paid, the expenses

shall be paid from the Trust.

(a) Trustee may resign at any time by written notice to Company, which shall be effective 30 days after receipt of such notice unless Company and Trustee agree otherwise.

(b) Trustee may be removed by Company on 30 days notice or upon shorter notice accepted by Trustee.

(c) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit, provided that Trustee is provided assurance by Company satisfactory to Trustee that all fees and expenses reasonably anticipated will be paid.

(d) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 12 hereof, by the effective date or resignation or removal under paragraph(s) (a) or (b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

(e) Upon settlement of the account and transfer of the Trust assets to the successor Trustee, all rights and privileges under this Trust Agreement shall vest in the successor Trustee and all responsibility and liability of Trustee with respect to the Trust and assets thereof shall terminate subject only to the requirement that Trustee execute all necessary documents to transfer the Trust assets to the successor Trustee.

(a) If Trustee resigns or is removed in accordance with Section 11(a) or
(b) hereof, Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor Trustee to evidence the transfer.

(b) The successor Trustee need not examine the records and act of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and

Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

(a) This Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan(s) or shall make the Trust revocable, since the Trust is irrevocable in accordance with Section 1(b) hereof . Upon and after the occurrence of a Potential Change of Control (as defined in Section 14 hereof), notwithstanding any other provision hereof, this Trust may be amended only by an instrument in writing signed on behalf of the parties hereto, together with the written consent of Plan participants (or in the event of their deaths, their beneficiaries) who were Plan participants immediately prior to the Potential Change of Control ("Continuing Participants") and who at the time of such consent have unpaid Plan benefits equal to at least sixty-five percent (65%) of all unpaid Plan benefits of Continuing Participants; provided, however, that the signature and approval of the Trustee shall not be required for any termination of the Trust. Notwithstanding the foregoing, any such amendment may be made by written agreement of the parties hereto without obtaining the consent of the Plan participants or their beneficiaries, if such amendment does not adversely affect the rights of the Plan participants or their beneficiaries hereunder.

(b) Except as provided in Section 13(C) hereof, the Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan(s). Upon termination of the Trust any assets remaining in the Trust shall be returned to Company.

(c) Upon written approval of Plan participants (or in the event of their deaths, their beneficiaries) then having unpaid Plan benefits equal to at least sixty-five percent (65%) of all amounts then held in the Trust (or, if such approval is sought upon or after the occurrence of a Potential Change of Control, the written approval of Plan participants (or in the event of their deaths, their beneficiaries) who were Plan participants immediately prior to the Potential Change of Control ("Continuing Participants") and who at the time of such approval have unpaid Plan benefits equal to at least sixty-five percent (65%) of all unpaid Plan benefits of Continuing Participants), Company may terminate this Trust prior to the time all benefit payments under the Plan(s) have been made.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the

remaining provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Trust Agreement shall be governed by and construed in accordance with the laws of the state in which Trustee is incorporated as set forth above.

(d) The provisions of Sections 2(d), 3(b)(3), 9(b) and 15 of this Agreement shall survive termination of this Agreement.

(e) The rights, duties, responsibilities, obligations and liabilities of the Trustee are as set forth in this Trust Agreement, and no provision of the Plan(s) or any other documents shall affect such rights, responsibilities, obligations and liabilities. If there is a conflict between provisions of the Plan(s) and this Trust Agreement with respect to any subject involving the Trustee, including but not limited to the responsibility, authority or powers of the Trustee, the provisions of this Trust Agreement shall be controlling.

(i) the Company enters into an agreement, the consummation of which would result in the occurrence of a 'Change of Control' (as defined in Section 14(g) hereof);

(ii) the Company or any Person (as defined in Section 14(h) hereof) publicly announces (including within a written statement made pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended from time to time) an intention to take or to consider taking actions which, if consummated, would constitute a Change of Control; or

(iii) the Board adopts a resolution to the effect that, for purposes of this Trust, a Potential Change of Control has occurred.

The Board and the Chief Executive Officer of the Employer shall each have the duty to inform the Trustee promptly in writing of the occurrence of any Potential Change of Control and of any Change of Control (as defined in
Section 14(g) hereof).

(i) the acquisition by any 'Person' (as defined in Section 14(h) hereof) of 'Beneficial Ownership' (as defined in Section 14(h) hereof) of 30% or more of the outstanding Shares of the Company's Common Stock, $0.10 par value per share (the 'Common Stock') or 30% or more of the combined voting power of the Company's then outstanding securities; provided, however, that for purposes of this subsection
14(g)(i), the following shall not constitute a Change of Control:

(A) any acquisition (other than a 'Business Combination' (as defined in Section 14(g)(iii) hereof) which constitutes a Change of Control under Section 14(g)(iii) hereof) of Common Stock directly from the Company,

(B) any acquisition of Common Stock by the Company or its subsidiaries,

(C) any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or

(D) any acquisition of Common Stock by any corporation pursuant to a Business Combination which does not constitute a Change of Control under Section 14(g)(iii) hereof; or

(ii) individuals who, as of the effective date of this amendment to the Trust, constitute the Board (the 'Incumbent Board') cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this amendment whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, unless such individual's initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii) consummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a 'Business Combination'), in each case, unless, immediately following such Business Combination,

(A) the individuals and entities who were the Beneficial Owners of the Company's outstanding Common Stock and the Company's voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation (as defined in Section 14(h) hereof), and

(B) except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the Post- Transaction Corporation and any employee benefit plan or related trust of either the Company, the Post-Transaction Corporation or any subsidiary of either corporation) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and

(C) at least a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(i) Affiliate: 'Affiliate' (and variants thereof) shall mean a Person that controls, or is controlled by, or is under common control with, another specified Person, either directly or indirectly.

(ii) Beneficial Owner: 'Beneficial Owner' (and variants thereof), with respect to a security, shall mean a Person who, directly or indirectly (through any contract, understanding, relationship or otherwise), has or shares (i) the power to vote, or direct the voting of, the security, and/or (ii) the power to dispose of, or to direct the disposition of, the security.

(iii) Person: 'Person' shall mean a natural person or

company, and shall also mean the group or syndicate created when two or more Persons act as a syndicate or other group (including, without limitation, a partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except that 'Person' shall not include an underwriter temporarily holding a security pursuant to an offering of the security.

(iv) Post-Transaction Corporation: Unless a Change of Control includes a Business Combination (as defined in Section 14(g)(iii) hereof), 'Post-Transaction Corporation' shall mean the Company after the Change of Control. If a Change of Control includes a Business Combination, 'Post-Transaction Corporation' shall mean the corporation resulting from the Business Combination unless, as a result of such Business Combination, an ultimate parent corporation controls the Company or all or substantially all of the Company's assets either directly or indirectly, in which case, 'Post-Transaction Corporation' shall mean such ultimate parent corporation."

. Arbitration is final and binding on the parties.
. The parties waiving their right to seek remedies in court, including the right to jury trial.
. Pre-arbitration discovery is generally more limited than and different from court proceedings.
. The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or seek modification of rulings by the arbitrators is strictly limited.
. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

Company agrees that all controversies which may arise between the Company and either or both the Trustee and its affiliate Merrill Lynch, Pierce, Fenner & Smith incorporated ("MLPF&S") in connection with the Trust, including, but not limited to, those involving any transactions, or the construction, performance, or breach of this or any other agreement between Company and either or both the Trustee and MLPF&S, whether entered into prior, on, or subsequent to the date hereof, shall be determined by arbitration. Any arbitration under this Agreement shall be conducted only before the New York Stock Exchange, Inc., the American Stock Exchange, Inc., or arbitration facility provided by any other exchange of which MLPF&S is a member, the National Association of Securities Dealers, Inc., or the Municipal Securities Rulemaking Board, and in accordance with its arbitration rules then in force, Company may elect in the first instance whether arbitration shall be conducted before the New York Stock Exchange, Inc., the American Stock Exchange, Inc.,

other exchange of which MLPF&S is a member, the National Association of Securities Dealers, Inc., or the Municipal Securities Rulemaking Board, but if the Company fails to make such election, by registered letter or telegram addressed to Merrill Lynch Trust Company, Employee Benefit Trust Operations, P.O. Box 30532, New Brunswick, New Jersey 08989-0532, before the expiration of five days after receipt of a written request from MLPF&S and/or the Trustee to make such election then MLPF&S and/or the Trustee may make such election. Judgment upon the award of arbitrators may be entered in any court, state or federal, having jurisdiction. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; who is a member of putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:

(i) the class certification is denied;
(ii) the class is decertified; or
(iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.

The effective date of this Restated Trust Agreement shall be October 1, 1999.

By signing this Agreement, the undersigned Company acknowledges (1) that, in accordance with Section 15 of this Agreement, the Company is agreeing in advance to arbitrate any controversies which may arise with either or both the Trustee or MLPF&S and (2) receipt of a copy of this Agreement.

TIDEWATER INC.

By:  s/ Ken C. Tamblyn
     ---------------------
               (Signature)

Name/Title: Ken C. Tamblyn Executive Vice President & Chief Financial Officer

MERRILL LYNCH TRUST COMPANY OF AMERICA

By: s/ Melanie Madeira
    ------------------------
                (Signature)

Name/Title:   Melanie Madeira
             ----------------------
              New Accounts Trust Officer
              ---------------------------

Appendix A

Name of Non-Qualified Deferred Compensation Plan(s):

Deferred Compensation Plan for Outside Directors of Tidewater Inc.

Deposit of cash and/or marketable securities to the Trust:

Cash: $________________________________

Marketable Securities: Hibernia Tower U.S. Government Income Fund

Hibernia Tower Total Return Bond Fund

Fidelity Advisor Income and Growth Fund

Fidelity Advisor Equity Portfolio Income

Fidelity Advisor Growth Opportunities Fund

EXHIBIT 10(f)

TIDEWATER

SECOND AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PENSION SERP

October 1, 1999

TIDEWATER INC.

SECOND AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                               TABLE OF CONTENTS




PREAMBLE ................................................................  1

ARTICLE 1:  PURPOSE OF THE PLAN .........................................  1

ARTICLE 2:  THE PENSION PLAN ............................................  1

ARTICLE 3:  ADMINISTRATION ..............................................  2

ARTICLE 4:  ELIGIBILITY .................................................  2

ARTICLE 5:  AMOUNT OF SUPPLEMENTAL PENSION BENEFIT ......................  2

ARTICLE 6:  PAYMENT OF SUPPLEMENTAL PENSION BENEFIT .....................  3

ARTICLE 6A: PAYMENT ELECTION IN ANTICIPATION OF A CHANGE OF CONTROL .....  4

ARTICLE 7:  EMPLOYEES' RIGHTS ...........................................  4

ARTICLE 8:  AMENDMENT AND DISCONTINUANCE ................................  5

ARTICLE 8A: CHANGE OF CONTROL ...........................................  5

ARTICLE 9:  RESTRICTIONS ON ASSIGNMENT ..................................  8

ARTICLE 10: NATURE OF AGREEMENT .........................................  8

ARTICLE 11: CONTINUED EMPLOYMENT ........................................  9

ARTICLE 12: BINDING ON EMPLOYER, EMPLOYEES AND THEIR SUCCESSORS .........  9

ARTICLE 13: LAWS GOVERNING ..............................................  9

ARTICLE 14:  MISCELLANEOUS ..............................................  9
     14.1      Claims and Appeal Procedures .............................  9
     14.2      Recovery of Payments Made by Mistake .....................  9

TIDEWATER INC.

SECOND AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PREAMBLE

Tidewater Inc. ("Employer") is the sponsor of the Tidewater Pension Plan ("Pension Plan"), which is a plan qualified under Section 401(a) of the Internal Revenue Code of 1986 ("Code"). Benefits under the Pension Plan are limited by various sections of the Code, such as Sections 401(a)(17) and 415. In order to provide benefits to a select group of management or highly compensated employees equal to the benefits that such employees are prevented from receiving under the Pension Plan because of those Code limitations, the Employer adopted a nonqualified unfunded plan known as the Tidewater Inc. Supplemental Executive Retirement Plan ("Plan"), effective as of July 1, 1991. The Plan also replaces certain service lost under the Pension Plan due to breaks in service, and enhances the benefit calculation formula. The Employer amended and restated the Plan effective January 1, 1993, further amended the Plan effective January 1, 1994, adopted two amendments effective October 1, 1999, and hereby amends and restates the Plan effective October 1, 1999, as set forth below.

ARTICLE 1: PURPOSE OF THE PLAN

The Employer intends and desires by the adoption of this Plan to recognize the value to the Employer of past and present services of certain Eligible Employees and to encourage and assure their continued service with the Employer by making more adequate provision for their future retirement security. The establishment of this Plan is made necessary by certain limitations on contributions and benefits which are imposed on the Pension Plan by the Code. The Employer also wishes to compensate certain members of management or highly compensated employees who may have been disadvantaged by the break in service rules under the Pension Plan and to enhance the benefit calculation formula.

ARTICLE 2: THE PENSION PLAN

The Pension Plan, whenever referred to in this Plan, shall mean the Tidewater Pension Plan, as amended, as it exists as of the date any determination is made of benefits payable under this Plan. All terms used in this Plan shall have the meanings assigned to them under the provisions of the Pension Plan, unless otherwise qualified by the context. Since this Plan is intended to supplement the Pension Plan, any ambiguities or gaps in this Plan shall be resolved by reference to the Pension Plan document.

ARTICLE 3: ADMINISTRATION

This Plan shall be administered by the Compensation Committee of Employer's Board of Directors, the Employee Benefits Committee, and the Board of Directors of the Employer, which shall administer this Plan in a manner consistent with their duties of administration of the Pension Plan. Each of these governing bodies shall have full power and authority to interpret, construe and administer this Plan in accordance with their respective duties under the Pension Plan, and a governing body's interpretations and constructions hereof and actions hereunder, including the timing, form, amount or recipient of any payment to be made hereunder, within the scope of its authority, shall be binding and conclusive on all persons for all purposes. No member of a governing body shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan, unless attributable to his own willful misconduct or lack of good faith. Each administrator shall be fully indemnified as provided in the Pension Plan. A member of a governing body shall not participate in any action or determination regarding his own benefits hereunder.

ARTICLE 4: ELIGIBILITY

To be eligible to participate in this Plan, an Employee must satisfy the following conditions, (a) and (b):

(a) The Employee must be a Participant in the Pension Plan;

(b) The Employee must serve as the Chief Executive Officer, the President, a Vice President or the Corporate Controller of the Employer.

An Employee who satisfies conditions (a) and (b) is referred to as an "Eligible Employee." An Eligible Employee who ceases to be an Eligible Employee because of a change in his status as an officer under (b), shall have benefits under this Plan frozen as of the date he ceases to be an officer described in
(b), and his benefits shall be paid as provided in Article 6 and 6A.

Notwithstanding anything to the contrary, the Plan may not be amended to preclude the participation in the Plan, on the same basis as other Eligible Employees, of the person serving on October 1, 1999 as the Chief Executive Officer, the President, a Vice President or the Corporate Controller of the Employer, as long as such person continues to serve in such position or in any equivalent or higher position.

ARTICLE 5: AMOUNT OF SUPPLEMENTAL PENSION BENEFIT

The amount of supplemental pension benefit shall be:

(a) The supplemental pension benefit payable to an Eligible Employee or his Beneficiary or Beneficiaries under this Plan shall be the actuarial equivalent

(based on the definition of this term in Section 1.02 of the Pension Plan) of the excess, if any, of (i) over (ii) as described below:

(i) the benefit which would have been payable to such Eligible Employee or on his behalf to his Beneficiary or Spouse, as the case may be, under the Pension Plan (but not taking into account any Additional Monthly Benefit payable under Section 5.07 of the Pension Plan), if the provisions of Pension Plan were administered without regard to either the maximum amount of retirement income limitations of Section 415 of the Code, or the maximum compensation limitation of Section 401(a)(17) of the Code,

(ii) the benefit (including any Additional Monthly Benefit) which is in fact payable to such Eligible Employee or on his behalf to his Beneficiary or Spouse under the Pension Plan.

(b) The computation in paragraph (a) above shall be made as though the factor, 0.85%, in Section 5.01(b)(1) of the Pension Plan were 1.35%.

(c) The computation in paragraph (i) above shall be made as though the Employee's service under the Pension Plan included the service prior to a break in service lost under such Plan as a result of a break in service. After an Employee becomes an Eligible Employee, he may request the Employer to provide him with a written statement of the number of years of service lost under the Pension Plan. If the Eligible Employee disagrees with the Employer's determination, he immediately shall contest it through the Plan's Appeal Procedure referenced in Article 14, below. In the absence of the Eligible Employee's timely request and objection, the Employer's determination shall become fixed.

(d) Supplemental pension benefits payable under this Plan to any recipient shall be computed in accordance with the foregoing, with the objective that such recipient should receive under this Plan and the Pension Plan the total amount which would have been payable to that recipient solely under the Pension Plan (as enriched by (b) and (c)), had neither Section 415 nor Section 401(a)(17) of the Code been applicable thereto. An Eligible Employee who is not entitled to benefits under the Pension Plan is not entitled to supplemental pension benefits under this Plan.

ARTICLE 6: PAYMENT OF SUPPLEMENTAL PENSION BENEFIT

Except as provided in Article 8 or 8A or unless the Employee elects otherwise under this Article 6 or Article 6A, the supplemental pension benefit under the Plan with respect to an Employee shall commence at the same time and be paid in the same form and to the same recipient as the benefit with respect to the Employee that is payable under the Pension Plan. An Employee can elect, on a form provided by the Committee, to receive a benefit commencing at an earlier date following termination of employment and after reaching age 55, but only if the election is made at least 13 months prior to the benefit commencement date. The earlier benefit can be paid in any

form permitted under the Pension Plan. The benefit paid earlier than the benefit under the Pension Plan shall be determined as if the Pension Plan benefit were being paid at the same time and in the same form as the benefit under the Plan.

The foregoing notwithstanding, if the total value of the benefit payable under the Plan to the Employee or the Employee's Spouse upon the Employee's termination of employment (by retirement, death or otherwise) is less than $10,000, the recipient shall receive an immediate lump sum benefit.

ARTICLE 6A: PAYMENT ELECTION IN ANTICIPATION
OF A CHANGE OF CONTROL

An Employee or a former Employee who has not yet satisfied the requirements to begin to receive payment of benefits under the Plan can also elect at any time prior to a Change of Control, in a form and manner reasonably satisfactory to the Company, to have the supplemental pension benefit that becomes payable under the Plan to such Employee or former Employee following a Change of Control paid in cash in the form of a lump sum as of the date payments to the Employee would otherwise commence under the terms of the Plan, without regard to the form of payment provisions otherwise provided in the Plan and any payment or distribution elections applicable to the payment of the Employee's or former Employee's benefit in the absence of a Change of Control. A former Employee who has satisfied the requirements to begin to receive the payment of benefits under the Plan, whether or not payments have commenced, can also elect at any time prior to a Change of Control, in a form and manner reasonably satisfactory to the Company, to have the full value of the remaining supplemental pension benefits payable to such former Employee paid in a lump sum in cash within five business days of the Change of Control, without regard to the form of payment provisions otherwise provided in the Plan and any payment or distribution elections applicable to the payment of the former Employee's benefit in the absence of a Change of Control. The determination of the lump sum amount shall be made using the same assumptions as are used in the Pension Plan to determine the amount of a lump sum benefit.

ARTICLE 7: EMPLOYEES' RIGHTS

No Employee, Spouse or Beneficiary shall have greater rights under this Plan than those of general creditors of the Employer. Benefits payable under this Plan shall be a mere promise to pay in the future and shall be general, unsecured obligations of the Employer, to be paid by the Employer from its own funds. Such payments shall not (i) impose any additional obligation upon the Employer under the Pension Plan; (ii) be paid from the Pension Plan; or (iii) have any effect whatsoever upon the Pension Plan. No Employee or his Beneficiary or Spouse shall have any title to or beneficial ownership in any assets which the Employer may use to pay benefits hereunder. Notwithstanding the foregoing provisions of this Article 7 and any other provision of the Plan (including, without limitation, Article 10), the Employer may, in its discretion, establish a trust to pay amounts becoming payable pursuant to the Plan, which trust shall be subject to the

claims of the general creditors of the Employer in the event of its bankruptcy or insolvency. Notwithstanding any establishment of such a trust, the Company shall remain responsible for the payment of any amounts so payable which are not so paid by such trust.

ARTICLE 8: AMENDMENT AND DISCONTINUANCE

The Employer expects to continue this Plan indefinitely but, except as otherwise provided, reserves the right to amend or discontinue it if, in its sole judgment, such a change is deemed necessary or desirable. However, if the Employer should amend or discontinue this Plan, the Employer shall continue to be liable to pay all benefits accrued under this Plan (determined on the basis of each Employee's presumed termination of employment as of the date of such amendment or discontinuance), as of the date of such action. Such accrued benefits shall be calculated pursuant to the provisions of the Plan immediately prior to any such amendment or discontinuance. Upon a discontinuance, all benefits shall be 100% vested, and a lump sum equal to the actuarial present value of each Employee's unpaid accrued benefit under this Plan shall be distributed to the Employee (or his Beneficiary or Spouse), and the Employer shall have no further obligation under this Plan. Such lump sum distributions shall be distributed within the thirty (30) days immediately following such discontinuance. No amendment shall be deemed to cause a reduction in an Employee's accrued benefit under the Plan if the reduction of the benefit under this Plan is paired with a corresponding increase in the accrued benefit under the Pension Plan.

ARTICLE 8A: CHANGE OF CONTROL

8A.01 Effect of Change of Control. Upon a Change of Control (as defined in Section 8A.02 hereof) all benefits which have accrued under the Plan shall immediately become fully vested. Upon or after a Change of Control, the Plan shall be deemed to have been discontinued (within the meaning of Article 8 hereof) upon the first to occur of the following: (i) the date of the Change of Control if the successor to the Employer shall have failed to assume the obligations under the Plan prior to or upon such Change of Control, either by express agreement or by operation of law, (ii) the date of any amendment to the Plan which reduces or adversely affects either the benefit accrued with respect to any Employee or the future benefit accrual of any Employee (unless paired with a corresponding increase in the benefit paid under the Pension Plan), or
(iii) if the Employer shall have established a trust as described in the last two sentences of Article 7 hereof, any failure of the Employer (or the successor to the Employer) to make in a timely fashion any contribution to the trust with respect to benefits accrued under the Plan which may be required by the terms of such trust.

8A.02 Definition of Change of Control. As used in this Section 8A, 'Change of Control' shall mean:

(i) the acquisition by any 'Person' (as defined in Section 8A.03 hereof) of 'Beneficial Ownership' (as defined in Section 8A.03 hereof) of 30% or more of

the outstanding Shares of the Company's Common Stock, $0.10 par value per share (the 'Common Stock') or 30% or more of the combined voting power of the Company's then outstanding securities; provided, however, that for purposes of this subsection 8A.02(i), the following shall not constitute a Change of Control:

(A) any acquisition (other than a 'Business Combination' (as defined in Section 8A.02(iii) hereof) which constitutes a Change of Control under Section 8A.02(iii) hereof) of Common Stock directly from the Company,

(B) any acquisition of Common Stock by the Company or its subsidiaries,

(C) any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or

(D) any acquisition of Common Stock by any corporation pursuant to a Business Combination which does not constitute a Change of Control under Section 8A.02(iii) hereof; or

(ii) individuals who, as of the effective date of the Amendment, constitute the Board (the 'Incumbent Board') cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of the Amendment whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, unless such individual's initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii) consummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a 'Business Combination'), in each case, unless, immediately following such Business Combination,

(A) the individuals and entities who were the Beneficial Owners of the Company's outstanding Common Stock and the Company's voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the

election of directors, of the Post-Transaction Corporation (as defined in Section 8A.03 hereof), and

(B) except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the Post-Transaction Corporation and any employee benefit plan or related trust of either the Company, the Post-Transaction Corporation or any subsidiary of either corporation) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and

(C) at least a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

8A.03 Other Definitions. As used in Section 8A.02 hereof, the following words or terms shall have the meanings indicated:

(i) Affiliate: 'Affiliate' (and variants thereof) shall mean a Person that controls, or is controlled by, or is under common control with, another specified Person, either directly or indirectly.

(ii) Beneficial Owner: 'Beneficial Owner' (and variants thereof), with respect to a security, shall mean a Person who, directly or indirectly (through any contract, understanding, relationship or otherwise), has or shares (i) the power to vote, or direct the voting of, the security, and/or
(ii) the power to dispose of, or to direct the disposition of, the security.

(iii) Person: 'Person' shall mean a natural person or company, and shall also mean the group or syndicate created when two or more Persons act as a syndicate or other group (including, without limitation, a partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except that 'Person' shall not include an underwriter temporarily holding a security pursuant to an offering of the security.

(iv) Post-Transaction Corporation: Unless a Change of Control includes a Business Combination (as defined in Section 8A.02(iii) hereof), 'Post-Transaction Corporation' shall mean the Company after the Change of Control. If a Change of Control includes a Business Combination, 'Post- Transaction Corporation' shall mean the corporation resulting from the Business Combination unless, as a result of such Business Combination, an ultimate parent corporation

controls the Company or all or substantially all of the Company's assets either directly or indirectly, in which case, 'Post-Transaction Corporation' shall mean such ultimate parent corporation.

ARTICLE 9: RESTRICTIONS ON ASSIGNMENT

The interest of an Employee or his Beneficiary or Spouse may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void; neither shall the benefits hereunder be liable for or subject to the debts, contracts, liabilities, engagement, or torts of any person to whom such benefits or funds are payable, nor shall they be subject to garnishment attachment, or other legal or equitable process nor shall they be an asset in bankruptcy, except that no amount shall be payable hereunder until and unless any and all amounts representing debts or other obligations owed to the Employer or any affiliate of the Employer by the Employee with respect to whom such amount would otherwise be payable shall have been fully paid and satisfied. The interest of any Employee, Beneficiary or Spouse shall be held subject to the maximum restraint on alienation permitted or required by applicable Louisiana law.

ARTICLE 10: NATURE OF AGREEMENT

Eligible Employees and their Beneficiaries by virtue of participating under this Plan have only an unsecured right to receive benefits from their Employer as a general creditor of the Employer. The Plan constitutes a mere promise to make payments in the future. The adoption of the Plan and any setting aside of amounts by the Employer with which to discharge its obligations hereunder shall not be deemed to create a trust for the benefit of Eligible Employees or their Beneficiaries; except as provided in any trust document, legal and equitable title to any funds so set aside shall remain in the Employer, and any recipient of benefits hereunder shall have no security or other interest in such funds. Any and all funds so set aside shall remain subject to the claims of the general creditors of the Employer, present and future, and no payment shall be made under this Plan unless the Employer is then solvent. This provision shall not require the Employer to set aside any funds, but the Employer may set aside such funds if it chooses to do so.

ARTICLE 11: CONTINUED EMPLOYMENT

Nothing contained herein shall be construed as conferring upon any Employee the right to continue in the employ of the Employer in any capacity.

ARTICLE 12: BINDING ON EMPLOYER, EMPLOYEES
AND THEIR SUCCESSORS

This Plan shall be binding upon and inure to the benefit of the Employer, its successors and assigns and each Eligible Employee and his heirs, executors, administrators and legal representatives.

ARTICLE 13: LAWS GOVERNING

This Plan shall be construed in accordance with and governed by the laws of the State of Louisiana, except to the extent that the Plan is governed by the Employee Retirement Income Security Act of 1974 ("ERISA"). It is the Employer's intent that the Plan shall be exempt from ERISA's provisions, to the maximum extent permitted by law. To the extent that the Plan is an excess benefit plan (as defined in Section 3(36) of ERISA), it shall be exempt from coverage entirely, as provided in ERISA Section 4(b)(5). The Plan is intended to be unfunded for federal income tax purposes and for purposes of title I of ERISA and intended to provide deferred compensation only for a select group of management or highly compensated employees and shall be exempt from Parts 2, 3, and 4 of ERISA, pursuant to Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

ARTICLE 14: MISCELLANEOUS

14.1 Claims and Appeal Procedures. All disputes over benefits allegedly due under this Plan shall be resolved through the procedures for making claims, and appealing from denials of claims, that are set forth in the Summary Plan Description of the Pension Plan.

14.2 Recovery of Payments Made by Mistake. Notwithstanding anything to the contrary, an Eligible Employee or other person receiving amounts from the Plan is entitled only to those benefits provided by the Plan and promptly shall return any payment, or portion thereof, made by mistake of fact or law. The Committee may offset the future benefits of any recipient who refuses to return an erroneous payment, in addition to pursuing any other remedies provided by law.

EXECUTED effective this 1st day of October, 1999.

TIDEWATER INC.

                              By: /s/ Ken C. Tamblyn
                                  ----------------------------------
                                  Ken C. Tamblyn
                                  Executive Vice President and Chief
                                  Financial Officer


ATTEST:

By: /s/ Michael L. Goldblatt
    ---------------------------
     Michael L. Goldblatt
     Assistant Secretary

EXHIBIT 10(g)

RESTATED
TIDEWATER INC.
1997 STOCK INCENTIVE PLAN
(EFFECTIVE OCTOBER 1, 1999)

1. PURPOSE. The purpose of the 1997 Stock Incentive Plan (the "Plan") of Tidewater Inc. ("Tidewater") is to increase shareholder value and to advance the interests of Tidewater and its subsidiaries (collectively, the "Company") by furnishing stock-based economic incentives (the "Incentives") designed to attract, retain and motivate key employees, officers and directors and to strengthen the mutuality of interests between such employees, officers and directors and Tidewater's shareholders. Incentives consist of opportunities to purchase or receive shares of common stock, $.10 par value per share, of Tidewater (the "Common Stock"), on terms determined under the Plan. As used in the Plan, the term "subsidiary" means any corporation of which Tidewater owns (directly or indirectly) within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended (the "Code"), 50% or more of the total combined voting power of all classes of stock.

2. ADMINISTRATION.

2.1. COMPOSITION. The Plan shall be administered by the Compensation Committee of the Board of Directors of Tidewater or by a subcommittee thereof (the "Committee"). The Committee shall consist of not fewer than two members of the Board of Directors, each of whom shall (a) qualify as a "non-employee director" under rule 16b-3 under the Securities Exchange Act of 1934 (the "1934 Act") or any successor rule, and (b) qualify as an "outside director" under Section 162(m) of the Code.

2.2. AUTHORITY. The Committee shall have plenary authority to award Incentives under the Plan, to interpret the Plan, to establish any rules or regulations relating to the Plan that it determines to be appropriate, to enter into agreements with participants as to the terms of the Incentives (the "Incentive Agreements") and to make any other determination that it believes necessary or advisable for the proper administration of the Plan. Its decisions in matters relating to the Plan shall be final and conclusive on the Company and participants. The Committee may delegate its authority hereunder to the extent provided in Section 3 hereof. The Committee shall not have authority to award Incentives under the Plan to directors who are not also employees of the Company ("Outside Directors"). Outside Directors may receive awards under the Plan only as specifically provided in Section 8 hereof.

3. ELIGIBLE PARTICIPANTS. Key employees and officers of the Company (including officers who also serve as directors of the Company) shall become eligible to receive Incentives under the Plan when designated by the Committee. Employees may be designated individually or by groups or categories, as the Committee deems appropriate. With respect to participants not subject to
Section 16 of the 1934 Act or Section 162(m) of the Code, the Committee may delegate to appropriate personnel of the Company its authority to designate participants, to determine the size and type of Incentives to be received by those participants and to determine or modify performance

objectives for those participants. Outside Directors may participate in the Plan only as specifically provided in Section 8 hereof.

4. TYPES OF INCENTIVES. Incentives may be granted under the Plan to eligible participants in the forms of (a) incentive stock options; (b) non- qualified stock options; and (c) restricted stock.

5. SHARES SUBJECT TO THE PLAN.

5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section 9.5, a total of 3,000,000 shares of Common Stock are authorized to be issued under the Plan. Incentives with respect to no more than 500,000 shares of Common Stock may be granted through the Plan to a single participant in one calendar year. In the event that a stock option granted hereunder expires or is terminated ot cancelled prior to exercise, any shares of Common Stock that were issuable thereunder may again be issued under the Plan. In the event that shares of restricted stock are issued as Incentives under the Plan and thereafter are forfeited such forfeited shares may again be issued under the Plan. Additional rules for determining the number of shares granted under the Plan may be made by the Committee, as it deems necessary or appropriate.

5.2. TYPE OF COMMON STOCK. Common Stock issued under the Plan may be authorized and unissued shares or issued shares held as treasury shares.

6. STOCK OPTIONS. A stock option is a right to purchase shares of Common Stock from Tidewater. Stock options granted under this Plan may be incentive stock options or non-qualified stock options. Any option that is designated as a non-qualified stock option shall not be treated as an incentive stock option. Each stock option granted by the Committee under this Plan shall be subject to the following terms and conditions:

6.1. PRICE. The exercise price per share shall be determined by the Committee, subject to adjustment under Section 9.5; provided that in no event shall the exercise price be less than the Fair Market Value of a share of Common Stock on the date of grant, except that in connection with an acquisition, consolidation, merger or other extraordinary transaction, options may be granted at less than the then Fair Market Value in order to replace options previously granted by one or more parties to such transaction (or their affiliates) so long as the aggregate spread on such replacement options for any recipient of such options is equal to or less than the aggregate spread on the options being replaced.

6.2. NUMBER. The number of shares of Common Stock subject to the option shall be determined by the Committee, subject to Section 5.1 and subject to adjustment as provided in Section 9.5.

6.3. DURATION AND TIME FOR EXERCISE. The term of each stock option shall be determined by the Committee. Each stock option shall become exercisable at such time or

times during its term as shall be determined by the Committee. Notwithstanding the foregoing, the Committee may accelerate the exercisability of any stock option at any time, in addition to the automatic acceleration of stock options under Section 9.11.

6.4. MANNER OF EXERCISE. A stock option may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of shares of Common Stock to be purchased. The exercise notice shall be accompanied by the full purchase price for such shares. The option price shall be payable in United Stated dollars and may be paid by (a) cash; (b) uncertified or certified check; (c) unless otherwise determined by the Committee, by delivery of shares of Common Stock held by the optionee for at least six months, which shares shall be valued for this purpose at the Fair Market Value on the business day immediately preceding the date such option is exercised; (d) unless otherwise determined by the Committee, through arrangements with a brokerage firm under which such firm, on behalf of the optionee, will pay the exercise price to the Company and the Company will promptly deliver to such firm the number of shares of Common Stock subject to the option so that the firm may sell such shares, or a portion thereof, for the account of the optionee, or (e) in such other manner as may be authorized from time to time by the Committee.

6.5. INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the grant of stock options that are intended to qualify as Incentive Stock Options (as such term is defined in Section 422 of the Code):

A. Any Incentive Stock Option agreement authorized under the Plan shall contain such other provisions as the Committee shall deem advisable, but shall in all events be consistent with the contain or be deemed to contain all provisions required in order to qualify the options as Incentive Stock Options.

B. All Incentive Stock Options must be granted within ten years from the date on which this Plan is adopted by the Board of Directors.

C. Unless sooner exercised, all Incentive Stock Options shall expire no later than ten years after the date of grant.

D. No Incentive Stock Options shall be granted to any participant who, at the time such option is granted, would own (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the employer corporation or of its parent or subsidiary corporation.

E. The aggregate Fair Market Value (determined with respect to each Incentive Stock Option as of the time such Incentive Stock Option is granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under the Plan or any other plan

of Tidewater or any of its subsidiaries) shall not exceed $100,000. To the extent that such limitation is exceeded, such options shall not be treated, for federal income tax purposes, as Incentive Stock Options.

7. RESTRICTED STOCK.

7.1. GRANT OF RESTRICTED STOCK. The Committee may award shares of restricted stock to such officers and key employees as the Committee determines pursuant to the terms of Section 3. An award of restricted stock shall be subject to such restrictions on transfer and forfeitability provision and such other terms and conditions as the Committee may determine, subject to the provisions of the Plan. An award of restricted stock may also be subject to the attainment of specified performance goals or targets. To the extent restricted stock is intended to qualify as performance-based compensation under Section 162(m) of the Code, it must be granted subject to the attainment of performance goals as described in
Section 7.2 below and meet the additional requirements imposed by Section 162(m).

7.2. PERFORMANCE-BASED RESTRICTED STOCK. To the extent that restricted stock granted under the Plan is intended to vest based upon the achievement of pre-established performance goals rather than solely upon continued employment over a period of time, the performance goals pursuant to which the restricted stock shall vest shall be any or a combination of the following performance measures: earnings per share, return on assets, an economic value added measure, shareholder return,earnings, stock price, return on equity, return on total capital, safety performance, reduction of expenses or increase in cash flow of Tidewater, a division of Tidewater or a subsidiary. For any performance period, such performance objectives may be measured on an absolute basis or relative to a group of peer companies selected by the Committee, relative to internal goals or relative to levels attained in prior years. The Committee may not waive any of the pre-established performance goal objectives, except that such objectives shall be waived as provided in Section 9.11 hereof, or as may be provided by the Committee in the event of death, disability or retirement.

7.3. THE RESTRICTED PERIOD. At the time an award of restricted stock is made, the Committee shall establish a period of time during which the transfer of the shares of restricted stock shall be restricted (the "Restricted Period"). The Restricted Period shall be a minimum of three years, except that if the vesting of the shares of restricted stock is based upon the attainment of performance goals, a minimum Restricted Period of one year is permitted. Each award of restricted stock may have a different Restricted Period. The expiration of the Restricted Period shall also occur as provided under Section 9.3 and under the conditions described in Section 9.11 hereof.

7.4. ESCROW. The participant receiving restricted stock shall enter into an Incentive Agreement with the Company setting forth the conditions of the grant. Certificates representing shares of restricted stock shall be registered in the name of the participant and deposited with the Company, together with a stock power endorsed in blank by the participant. Each such certificate shall bear a legend in substantially the following form:

The transferability of this certificate and the shares of Common Stock represented by it are subject to the terms and conditions (including conditions of forfeiture) contained in the Tidewater Inc. 1997 Stock Incentive Plan (the "Plan"), and an agreement entered into between the registered owner and Tidewater Inc. thereunder. Copies of the Plan and the agreement are on file at the principal office of the Company.

7.5. DIVIDENDS ON RESTRICTED STOCK. Any and all cash and stock dividends paid with respect to the shares of restricted stock shall be subject to any restrictions on transfer, forfeitability provisions or reinvestment requirements as the Committee may, in its discretion, prescribe in the Incentive Agreement.

7.6. FORFEITURE. In the event of the forfeiture of any shares of restricted stock under the terms provided in the Incentive Agreement (including any additional shares of restricted stock that may result from the reinvestment of cash and stock dividends, if so provided in the Incentive Agreement), such forfeited shares shall be surrendered and the certificates cancelled. The participants shall have the same rights and privileges, and be subject to the same forfeiture provisions, with respect to any additional shares receiver pursuant to Section 9.5 due to a recapitalization, merger or other change in capitalization.

7.7. EXPIRATION OF RESTRICTED PERIOD. Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to the restricted stock shall lapse and a stock certificate for the number of shares of restricted stock with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions and legends, except any that may be imposed by law, to the participant or the participant's estate, as the case may be.

7.8. RIGHTS AS A SHAREHOLDER. Subject to the terms and conditions of the Plan and subject to any restrictions on the receipt of dividends that may be imposed in the Incentive Agreement, each participant receiving restricted stock shall have all the rights of a shareholder with respect to shares of stock during the Restricted Period, including without limitation, the right to vote any shares of Common Stock.

8. STOCK OPTIONS FOR OUTSIDE DIRECTORS.

8.1. GRANT OF OPTIONS. Beginning with the 1997 annual meeting of stockholders and for as long as the Plan remains in effect and shares of Common Stock remain available for issuance hereunder, each Outside Director shall be automatically granted a non-qualified stock option on the day of the annual meeting of stockholders of Tidewater, provided such Outside Director continues to serve as a director following such annual meeting. An option to purchase no more than 5,000 shares shall be granted to each Outside Director each year, the exact number of which shall be set by the Committee.

8.2 EXERCISABILITY OF STOCK OPTIONS. The stock options granted to Outside Directors under this Section 8 shall become exercisable six months following the date of grant and shall expire ten years following the date of grant.

8.3 EXERCISE PRICE. The Exercise Price of the Stock Options granted to Outside Directors shall be equal to the Fair Market Value, as defined in the Plan, of a share of Common Stock on the date of grant. The Exercise Price may be paid as provided in Section 6.4 hereof.

8.4 EXERCISE AFTER TERMINATION OF BOARD SERVICE. In the event an Outside Director ceases to serve on the Board, the stock options granted hereunder must be exercised, to the extent otherwise exercisable at the time of termination of Board service, within one year from termination of Board service; provided, however, that in the event of termination of Board service as a result of retirement on or after reaching age 65, death or disability, the stock options must be exercised within two years from the date of termination of Board service; and further provided, that no stock options may be exercised later than ten years after the date of grant.

9. GENERAL.

9.1 DURATION. Subject to Section 9.10, the Plan shall remain in effect until all Incentives granted under the Plan have either been satisfied by the issuance of shares of Common Stock or the payment of cash or been terminated under the terms of the Plan and all restrictions imposed on shares of Common Stock in connection with their issuance under the Plan have lapsed.

9.2. TRANSFERABILITY. No Incentives granted hereunder may be transferred, pledged, assigned or otherwise encumbered by a participant except: (a) by will; (b) by the laws of descent and distribution; (c) pursuant to a domestic relations order, as defined in the Code, if permitted by the Committee and so provided in the Incentive Agreement or an amendment thereto; or (d) as to options only, if permitted by the Committee and so provided in the Incentive Agreement of an amendment thereto, (i) to Immediate Family Members, (ii) to a partnership in which Immediate Family Members, or entities in which Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole partners, (iii) to a limited liability company in which Immediate Family Members, or entities in which Immediate Family Members are the sole owners, members or beneficiaries, as appropriate, are the sole members, or (iv) to a trust for the sole benefit of Immediate Family Members. "Immediate Family Members" shall be defined as the spouse and natural or adopted children or grandchildren of the participant and their spouses. To the extent that an Incentive Stock Option is permitted to be transferred during the lifetime of the participant, it shall be treated thereafter as a nonqualified stock option. Any attempted assignment, transfer, pledge, hypothecation or other disposition of Incentives, or levy of attachment or similar process upon Incentives not specifically permitted herein, shall be null and void and without effect.

9.3. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. Except as provided in Section 8.1 with respect to Outside Directors, in the event that a participant ceases to be an employee of the Company for any reason, including death, disability, early retirement or normal retirement, any Incentives may be exercised, shall vest or shall expire at such times as may be determined by the Committee in the Incentive Agreement. The Committee has complete authority to modify the treatment of an Incentive in the event of termination of employment of a participant by means of an amendment to the Incentive Agreement. Consent of the participant to the modification is required only if the modification materially impairs the rights previously provided to the participant in the Incentive Agreement.

9.4. ADDITIONAL CONDITIONS. Anything in this Plan to the contrary notwithstanding: (a) the Company may, if it shall determine it necessary or desirable for any reason, at the time of award of any Incentive or the issuance of any shares of Common Stock pursuant to any Incentive, require the recipient of the Incentive, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Incentive or the shares of Common Stock issued pursuant thereto for his own account for investment and not for distribution; and (b) if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Incentive or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky lay, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Incentive, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Incentive shall not be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

9.5. ADJUSTMENT. In the event of any merger, consolidation or reorganization of the Company with any other corporation or corporations, there shall be substituted for each of the shares of Common Stock then subject to the Plan, including shares subject to restrictions, options or achievement of performance objectives, the number and kind of shares of stock or other securities to which the holders of the shares of Common Stock will be entitled pursuant to the transaction. In the event of any recapitalization, stock dividend, stock split, combination of shares or other change in the Common Stock, the number of shares of Common Stock then subject to the Plan, including shares subject to outstanding Incentives, shall be adjusted in proportion to the change in outstanding shares of Common Stock. In the event of any such adjustments, the purchase price of any option, the performance objectives of any Incentive, and the shares of Common Stock issuable pursuant to any Incentive shall be adjusted as and to the extent appropriate, in the reasonable discretion of the committee, to provide participants with the same relative rights before and after such adjustment. No substitution or adjustment shall require the Company to issue a

fractional share under this Plan and the substitution or adjustment shall be limited by deleting any fractional share.

9.6. INCENTIVE AGREEMENT. The terms of each Incentive shall be stated in an agreement approved by the Committee.

9.7. WITHHOLDING.

A. The Company shall have the right to withhold from any payments made under the Plan or to collect as a condition of payment, any taxes required by law to be withheld. At any time that a participant is required to pay to the Company an amount required to be withheld under applicable income tax laws in connection with the issuance of Common Stock, the lapse of restrictions on Common Stock or the exercise of an option, the participant may, subject to disapproval by the Committee, satisfy this obligation in whole or in part by electing (the "Election") to have the Company withhold shares of Common Stock having a value equal to the amount required to be withheld. The value of the shares to be withheld shall be based on the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined ("Tax Date").

B. Each Election must be made prior to the Tax Date. The Committee may disapprove of any election, may suspend or terminate the right to make Elections, or may provide with respect to any Incentive that the right to make Elections shall not apply to such Incentive. If a participant makes an election under Section 83(b) of the Internal Revenue Code with respect to shares of restricted stock, an Election is not permitted to be made.

9.8. NO CONTINUED EMPLOYMENT. No participant under the Plan shall have any right, because of his or her participation, to continue in the employ of the Company for any period of time or to any right to continue his or her present or any other rate of compensation.

9.9. DEFERRAL PERMITTED. Payment of cash or distribution of any shares of Common Stock to which a participant is entitled under any Incentive shall be made as provided in the Incentive Agreement. Payment may be deferred at the option of the participant in provided in the Incentive Agreement.

9.10. AMENDMENTS TO OR TERMINATION OF THE PLAN.

A. The Board may amend, suspend or terminate the Plan or any portion thereof at any time, provided that no amendment shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement, including any approval necessary to qualify Incentives as "performance-

based" compensation under Section 162(m) or any successor provision, if such qualification is deemed necessary or advisable by the Committee.

B. Any provision of this Plan or any Incentive Agreement to the contrary notwithstanding, the Committee may cause any Incentive granted hereunder to be cancelled in consideration of a cash payment or alternative Incentive made to the holder of such cancelled Incentive equal in value to such cancelled Incentive. The determinations of value under this subparagraph shall be made by the Committee in its sole discretion.

9.11. CHANGE OF CONTROL; TENDER OFFER OR EXCHANGE OFFER.

A. This Section 9.11 has been amended, effective October 1, 1999 (the "Amendment") to read as provided herein. However, to the extent that (and only to the extent that) any right to which a grantee of outstanding options or restricted stock under the Plan is entitled prior to the effective date of the Amendment (whether under the Plan, related agreements, amendments thereto, or interpretations by the Compensation Committee) would be detrimentally affected by the Amendment, the Amendment shall not apply.

B. Notwithstanding any other provision of the Plan (or any provision of any agreement with respect to any grant hereunder), immediately prior to any Change of Control of the Company (as defined in Section 9.11(D) hereof), all stock options (whether non-qualified or incentive and whether granted to an employee or to a nonemployee Director) which are then outstanding hereunder shall become fully vested and exercisable and all restrictions and limitations on restricted shares of Common Stock then outstanding hereunder shall automatically lapse and all performance criteria and other conditions relating to the payment of Incentives shall automatically be deemed to be achieved or waived by the Company. As used in the immediately preceding sentence, 'immediately prior' to the Change of Control shall mean sufficiently in advance of the Change of Control to permit the grantee to take all steps reasonably necessary (i) if an optionee, to exercise any such option fully and (ii) to deal with the shares purchased under any such option and any formerly restricted shares on which restrictions have lapsed so that both types of shares may be treated in the same manner in connection with the Change of Control as the shares of Common Stock of other shareholders. To the extent, if any, required by section 422(d) of the Code, incentive stock options which become exercisable immediately prior to a Change of Control pursuant to this Section 9.11(B) shall thereby become non-qualified stock options. Notwithstanding any other provisions of the Plan, including, without limitation, Section 9.11(C) hereof (or any provision of any agreement with respect to any grant hereunder), (i) any stock option which becomes exercisable pursuant to this Section 9.11(B) shall remain exercisable until the earlier of the end of the option term or the lapse of the option, and (ii) any lapse and deemed waiver of restrictions and

limitations on restricted shares pursuant to this Section 9.11(B) shall be a permanent lapse and deemed waiver of such restrictions and limitations.

C. If any corporation, person or other entity (other than the Company) makes a tender offer or exchange offer for shares of the Common Stock pursuant to which purchases are made (an "Offer"), then from and after the date of the first purchase of the Common Stock pursuant to the Offer (the "Acceleration Date"), all outstanding options shall automatically become fully exercisable, all restrictions or limitations on any Incentives shall lapse and all performance criteria and other conditions relating to the payment of Incentives shall be deemed to be achieved or waived by the Company, without the necessity of any action by any person, for a period of 30 calendar days following the Acceleration Date. Subject to the other provisions of this Section 9.11, following the expiration of the 30-day period, any options not exercised and any shares of Common Stock issued hereunder not tendered or exchanged shall again be subject to the terms and conditions applicable prior to the offer.

D. As used in this Section 9.11, 'Change of Control' shall mean:

(i) the acquisition by any 'Person' (as defined in
Section 9.11(E) therof) of 'Beneficial Ownership' (as defined in
Section 9.11(E) hereof) of 30% or more of the outstanding Shares of the Company's Common Stock, $0.10 par value per share (the "Common Stock") or 30% or more of the combined voting power of the Company's then outstanding securities; provided, however, that for purposes of this subsection (D)(i), the following shall not constitute a Change of Control:

(A) any acquisition (other than a 'Business Combination' (as defined in Section 9.11(D)(iii) hereof) which constitutes a Change of Control under Section 9.11(D)(iii) hereof) of Common Stock directly from the Company,

(B) any acquisition of Common Stock by the Company or its subsidiaries,

(C) any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or

(D) any acquisition of Common Stock by any corporation pursuant to a Business Combination which does

not constitute a Change of Control under Section
9.11(D) (iii) hereof; or

(ii) individuals who, as of the effective date of the Amendment, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of the Amendment whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, unless such individual's initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii) consummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition on all or substantially all of the assets of the Company (a 'Business Combination'), in each case, unless, immediately following such Business Combination,

(A) the individuals and entities who were the Beneficial Owners of the Company's outstanding Common Stock and the Company's voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation (as defined in Section 9.11(E) hereof), and

(B) except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the Post-Transaction Corporation and any employee benefit plan or related trust of either the Company, the Post-Transaction Corporation or any subsidiary of either corporation) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or

30% or more of the combined voting power of the then outstanding voting securities of such corporation, and

(C) at least a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

E. As used in Section 9.11(D) hereof, the following words or terms shall have the meanings indicated:

(i) Affiliate: 'Affiliate' (and variants thereof) shall mean a Person that controls, or is controlled by, or is under common control with, another specified Person, either directly or indirectly.

(ii) Beneficial Owner: 'Beneficial Owner' (and variants thereof), with respect to a security, shall mean a Person who, directly or indirectly (through any contract, understanding, relationship or otherwise), has or shares (i) the power to vote, or direct the voting of, the security, and/or (ii) the power to dispose of, or to direct the disposition of, the security.

(iii) Person: 'Person' shall mean a natural person or company, and shall also mean the group or syndicate created when two or more Persons act as a syndicate or other group (including, without limitation, a partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except that 'Person' shall not include an underwriter temporarily holding a security pursuant to an offering of the security.

(iv) Post-Transaction Corporation: Unless a Change of Control includes a Business Combination (as defined in Section 9.11(D)(iii) hereof), 'Post-Transaction Corporation' shall mean the Company after the Change of Control. If a Change of Control includes a Business Combination, 'Post-Transaction Corporation' shall mean the corporation resulting from the Business Combination unless, as a result of such Business Combination, an ultimate parent corporation controls the Company or all or substantially all of the Company's assets either directly or indirectly, in which case, 'Post-Transaction Corporation' shall mean such ultimate parent corporation.

9.12. DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market Value" of Common Stock shall be determined for purposes of this Plan, it shall be the closing sale price on the consolidated transaction reporting system for New York Stock Exchange issues on the date of reference for a share of the Common Stock, or if no sale of the Common Stock shall have been made on that day, on the next preceding day on which there was a sale of the Common Stock.

9.13 LOANS TO OPTIONEES. In the event of a Change of Control of the Company, as defined in Section 9.11, in connection with which a participant's employment with the Company will be terminated and the participant is precluded for any reason from selling shares of Common Stock, the Company shall, in connection with the exercise of an option, if requested by the participant, extend a loan to the participant in the maximum amount of the exercise price of the options to be exercised, plus the maximum tax liability that may be incurred in connection with the option exercise. Any such loan shall be unsecured, shall be on market terms and shall be payable in full no later than thirty days after the termination of the period during which the participant is precluded from selling shares of Common Stock. Any participant to whom a loan is extended hereunder shall, if requested by the Company, agree in writing not to sell shares of Common Stock for such period as shall be requested, it being understood that the Company's request that the participant not sell shares of Common Stock shall only be invoked to the extent necessary to preserve or recognize pooling-of-interests accounting treatment, tax-free reorganization status, or comparable corporate benefits from making such a request.

Executed effective the last day of October, 1999.

Tidewater Inc.

                                     By: /s/ Ken C. Tamblyn
                                         ____________________________
                                                Ken C. Tamblyn
                                         Executive Vice President and
                                           Chief Financial Officer

Attest:

By: /s/ Michael L. Goldblatt
    ____________________________
        Michael L. Goldblatt
        Assistant Secretary

EXHIBIT 10(h)

RESTATED
NON-QUALIFIED PENSION PLAN
FOR
OUTSIDE DIRECTORS
OF TIDEWATER INC.

ARTICLE I - INTRODUCTION

ARTICLE II - DEFINITIONS

2.1 Definitions

ARTICLE III - PENSION BENEFITS

3.1 Eligibility
3.2 Time and Duration of Pension
3.3 Suspension of Pension Benefits
3.4 Deferred Compensation Plan
3.5 Amount of Pension
3.6 Forfeiture of Benefits
3.7 Payment of Benefits
3.8 Death of Participant

ARTICLE IV - NON-ASSIGNABILITY OF INTERESTS

4.1 Non-Assignability of Interests

ARTICLE V - ADMINISTRATION

5.1 No Funding Obligation
5.2 Applicable Law
5.3 Administration and Interpretation
5.4 Amendment
5.5 Termination
5.6 Change of Control

WHEREAS, Tidewater Inc., a Delaware corporation (the "Company") maintains the Non-Qualified Pension Plan for Outside Directors of Tidewater Inc. (the "Plan"), the provisions of which are at present expressed in a plan document effective March 22, 1990 and amendment thereto effective October 1, 1999; and

WHEREAS, the Board of Directors has authorized the restatement of the Plan, as amended;

NOW THEREFORE, the Plan is hereby restated to read in its entirety as follows:

ARTICLE I

INTRODUCTION

This Plan is established by Tidewater Inc. as a non-qualified pension plan for the exclusive benefit of Outside Directors who are or have been members of the Board of Directors of the Company and who retire from (or otherwise cease to render service for) the Board of Directors of the Company at any time on or after April 1, 1990.

The Plan shall be maintained according to the terms of this document, as it may be amended from time to time. The Board of Directors of the Company shall have the sole authority to amend the Plan and to resolve any dispute with respect to the interpretation and administration of the Plan. The Plan shall be administered and interpreted by the Plan Administrator, as provided in Section 5.3 hereof.

ARTICLE II

DEFINITIONS

2.1 Definitions. When used in this document, the following words and phrases shall have the meaning assigned to them, unless the context clearly indicates otherwise:

(a) Affiliated Company means a direct or indirect subsidiary of Tidewater Inc.

(b) The Company means Tidewater Inc., a Delaware corporation which maintains its principal offices in New Orleans, Louisiana.

(c) Board of Directors means the Board of Directors of Tidewater Inc.

(d) Compensation Committee means the Compensation Committee of the Board of Directors or its delegate.

(e) Cost of Borrowed Funds means the prime rate (at the time of reference) established by Whitney National Bank or 10% per annum, whichever is lower.

(f) Death Benefit means the benefit provided by Section 3.8 hereof.

(g) Emeritus Director means a person who (at the time of reference) is serving as Director Emeritus of the Company.

(h) Outside Director means a person who (at the time of reference) served or is serving as a director on the Board of Directors and who, at such time, was or is not an employee of the Company or any Affiliated Company.

(i) Participant means an Outside Director who has satisfied the eligibility requirements of Section 3.1 hereof.

(j) Pension means the benefit determined according to Article III hereof.

(k) Plan means the Non-Qualified Pension Plan for Outside Directors of Tidewater Inc., as set forth in this document and as amended by the Board of Directors from time to time.

(l) Years of Service as a Director means the number of years not including partial years, (at the time of reference) that a Participant served on the Board of Directors, provided however, that solely those periods of service as a non-employee director (and not periods of service when such director was concurrently employed by the Company or any Affiliated Company) shall be counted for purposes of eligibility and benefit accrual under the Plan.

ARTICLE III

PENSION BENEFITS

3.1 Eligibility. A Director shall become a Participant upon (a) having served as an Outside Director of the Company for five or more years or (b) having attained the age of 65. Additionally, notwithstanding any other provision of the Plan, any Outside Director who is serving immediately prior to a Change of Control who is not a Participant, but who would have become a Participant had such service

continued through the second anniversary of the Change of Control and had it been credited under the Plan for purposes of both the service requirements and the age requirements for participation (but not for purposes of determining the duration of the pension), shall become a Participant upon the occurrence of the Change of Control.

3.2 Time and Duration of Pension. A Participant shall be entitled to a pension commencing on the first business day of the calendar quarter next following the Participant's retirement from, or other cessation of service to, the Board of Directors after five (or more) years of Service as an Outside Director or after having attained the age of 65. The duration of the Pension for a participant shall be the number of the Participant's Years of Service as an Outside Director.

3.3 Suspension of Pension Benefits. The payment of Pension benefits under this Plan shall not be suspended when a Participant is serving as an Emeritus Director of the Company. The payment of Pension benefits under this Plan shall be suspended throughout any period when the Participant is serving as an Outside Director on the Board of Directors. Subsequent to any such period of benefit suspension for service on the Board of Directors such Participant's Pension benefit under this Plan shall be recalculated with reference to all service as an Outside Director, including the directors' retainer earned and the years of service accrued during such period of benefit suspension, and the Participant's Pension benefit shall be paid or resumed at the newly calculated higher rate.

3.4 Deferred Compensation Plan. Nothing in this Plan shall affect eligibility for or benefits under the Deferred Compensation Plan for Outside Directors of Tidewater Inc.

3.5 Amount of Pension. A Participant's Pension, as defined in Section 3.2, shall be an annual amount equal to the annual director's retainer (exclusive of meeting fees or committee chairmen's retainers) which is prevailing at the time the Participant retires from (or otherwise ceases to serve on) the Board of Directors. Notwithstanding the foregoing provisions of this Section 3.5, if a Participant retires from (or otherwise ceases to serve on) the Board of Directors upon or after the occurrence of a Change of Control (as defined in Section 5.6 hereof), the Participant's Pension shall be an annual amount equal to the greater of (i) the annual director's retainer (exclusive of meeting fees or committee chairmen's retainers) which is prevailing at the time of such retirement or cessation of service or (ii) the annual director's retainer (exclusive of meeting fees or committee chairmen's retainers) which is prevailing immediately prior to the occurrence of a Change of Control. Further, notwithstanding the provisions of Section 3.3 hereof, in the event of such a retirement or cessation which follows a period of benefit suspension described in such Section, the rate of the Participant's Pension shall be determined in accordance with the immediately preceding sentence, while the duration of the Pension shall be determined in accordance with Section 3.3.

3.6 Forfeiture of Benefits. All benefits not yet paid for which an Outside Director would be otherwise eligible under this Plan shall be forfeited in the event that the Board of Directors determines that any of the following circumstances has occurred:

(a) The Outside Director has engaged in knowing and willful misconduct in connection with his or her service as a director; or

(b) The Outside Director, without the consent of the Board of Directors or any Operating Company Board, at any time during or after his or her period of service as an Outside Director, is employed by, becomes associated with, renders service (as a director or otherwise) to, or owns an interest (other than as a shareholder with a nonsubstantial interest) in, any business which is competitive with, or which controls a business which is competitive with the Company or any Affiliated Company.

3.7 Payment of Benefits. Unless an election is made for a lump sum payment under Section 5.6 hereof, the Pension shall be paid as a series of quarterly payments to the Participant. The quarterly payments shall commence on the date provided in Section 3.2 (or Section 3.3, as the case may be) and shall continue on the first business day of each calendar quarter thereafter for the duration of the Pension as provided in Section 3.2 hereof (or Section 3.3, as the case may be). It shall be a condition to the payment of the Pension to a Participant that for the duration of the Pension that the Participant remain available for consultation with the Company.

3.8 Death of Participant. If a Participant dies prior to payment of all of the Participant's Pension, a Death Benefit shall be paid to the beneficiaries designated by him (or, if no designation is made, then to his estate). The amount of the Death Benefit shall be the remaining Pension benefit that would have been paid to the Participant had he lived, discounted by the Company's then prevailing Cost of Borrowed Funds on the date of the Participant's death. Any beneficiary designation, or change in the beneficiary designation shall be made in writing by completing and furnishing to the Plan Administrator a Beneficiary Designation form in the form attached hereto as Exhibit I. The last Beneficiary Designation Form received by the Plan Administrator shall be controlling over any testamentary or purported disposition by the participant, provided that no designation, or change of designation thereof shall be effective unless received by the Plan Administrator prior the death of the Participant.

ARTICLE IV

NON-ASSIGNABILITY OF INTERESTS

4.1 Non-Assignability of Interests. The interests herein and the right to receive benefits hereunder may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or

subjected to any charge or legal process, and if any attempt is made to do so, or a Participant becomes bankrupt, the interests under the Plan of the person affected may be terminated by the Board of Directors, which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such interests as it deems appropriate.

ARTICLE V

ADMINISTRATION

5.1 No Funding Obligation. The obligation of the Company to pay any benefits under this Plan shall be unfunded and unsecured and any payments under this Plan shall be made from the Company's general assets.

5.2 Applicable Law. This Plan shall be construed and enforced in accordance with the laws of the State of Louisiana.

5.3 Administration and Interpretation. The Company's Director of Employee Relations (the "Plan Administrator") shall have the authority and responsibility to administer and interpret this Plan. Benefits due and owing to an Outside Director under the Plan shall be paid when due without any requirement that a claim for benefits be filed. However, Outside Directors who have not received the benefits to which they feel entitled may file a written claim with the Plan Administrator, who shall act on the claim within thirty days. The Plan Administrator's action on any such claim may be appealed by the claimant to the Company's Board of Directors. Notwithstanding the immediately preceding sentence, no amendment of the Plan made upon or after the occurrence of a Change of Control shall affect detrimentally the rights or benefit under the Plan of any Participant (including any Outside Director who becomes a Participant upon a Change of Control and including any Participant who has retired from (or otherwise ceased to serve on) the Board of Directors).

5.4 Amendment. The Board of Directors may from time to time amend this Plan or any provision herein.

5.5 Termination. The Company has established this Plan with the intention and expectation that the Plan will continue in force. However, the Company reserves the right to terminate the Plan at any time for any reason.

5.6 Change of Control.

(a) Distribution following a Change of Control. Notwithstanding any other provision of the Plan, a Participant may elect at any time prior to a Change of Control, in a form and manner reasonably satisfactory to the Company, to receive upon the Participant's retirement from, or other cessation of service to, the Board of Directors following or simultaneous with a Change of Control, the present value of any Pension accrued by a Participant (including any Outside Director who becomes a

Participant upon a Change of Control and including any Participant who has retired from (or otherwise ceased to serve on) the Board of Directors) under the Plan, but not yet paid, shall be distributed to the Participant immediately in a lump sum, calculated by using the Company's then prevailing Cost of Borrowed Funds for the discount rate.

(b) Definition of Change of Control. As used in this Section 5.6, 'Change of Control' shall mean:

(i) the acquisition by any 'Person' (as defined in Section 5.6(c) hereof) of 'Beneficial Ownership' (as defined in Section 5.6(c) hereof) of 30% or more of the outstanding Shares of the Company's Common Stock, $0.10 par value per share (the 'Common Stock') or 30% or more of the combined voting power of the Company's then outstanding securities; provided, however, that for purposes of this subsection 5.6(b)(i), the following shall not constitute a Change of Control:

(A) any acquisition (other than a 'Business Combination' (as defined in Section 5.6(b)(iii) hereof) which constitutes a Change of Control under Section 5.6(b)(iii) hereof) of Common Stock directly from the Company,

(B) any acquisition of Common Stock by the Company or its subsidiaries,

(C) any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or

(D) any acquisition of Common Stock by any corporation pursuant to a Business Combination which does not constitute a Change of Control under Section 5.6(b)(iii) hereof; or

(ii) individuals who, as of the effective date of this amendment to the Plan, constitute the Board (the 'Incumbent Board') cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this amendment to the Plan whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, unless such individual's initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii) consummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a 'Business Combination'), in each case, unless, immediately following such Business Combination,

(A) the individuals and entities who were the Beneficial Owners of the Company's outstanding Common Stock and the Company's voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation (as defined in Section 5.6(c) hereof), and

(B) except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the Post- Transaction Corporation and any employee benefit plan or related trust of either the Company, the Post-Transaction Corporation or any subsidiary of either corporation) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and

(C) at least a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(c) Other Definitions. As used in Section 5.6(b) hereof, the following words or terms shall have the meanings indicated:

(i) Affiliate: 'Affiliate' (and variants thereof) shall mean a Person that controls, or is controlled by, or is under common control with, another specified Person, either directly or indirectly.

(ii) Beneficial Owner: 'Beneficial Owner' (and variants thereof), with respect to a security, shall mean a Person who, directly or indirectly (through any contract, understanding, relationship or otherwise), has or shares (i)

the power to vote, or direct the voting of, the security, and/or (ii) the power to dispose of, or to direct the disposition of, the security.

(iii) Person: 'Person' shall mean a natural person or company, and shall also mean the group or syndicate created when two or more Persons act as a syndicate or other group (including, without limitation, a partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except that 'Person' shall not include an underwriter temporarily holding a security pursuant to an offering of the security.

(iv) Post-Transaction Corporation: Unless a Change of Control includes a Business Combination (as defined in Section 5.6(b)(iii) hereof), 'Post-Transaction Corporation' shall mean the Company after the Change of Control. If a Change of Control includes a Business Combination, 'Post-Transaction Corporation' shall mean the corporation resulting from the Business Combination unless, as a result of such Business Combination, an ultimate parent corporation controls the Company or all or substantially all of the Company's assets either directly or indirectly, in which case, 'Post-Transaction Corporation' shall mean such ultimate parent corporation.

Executed effective this 1st day of October, 1999.

TIDEWATER INC.

                              By:     /s/ Ken C. Tamblyn
                                 ________________________________
                                          Ken C. Tamblyn
                                    Executive Vice President and
                                      Chief Financial Officer



ATTEST:


   /s/ Michael L. Goldblatt
___________________________________
       Michael L. Goldblatt
       Assistant Secretary

EXHIBIT I

RETIREMENT PLAN FOR OUTSIDE DIRECTORS

Beneficiary Designation Form

This Beneficiary Designation Form is delivered pursuant to the terms of the Retirement Plan for Outside Directors (the "Plan").

1. Beneficiary Designation. The Outside Director requests that, in the event of his or her death at any time prior to the date on which any benefits are paid, or commence to be paid, under the Plan, the death benefit (if any) under the Plan for the Outside Director shall be paid in a lump sum to the following Beneficiary or Beneficiaries:

______________________________________________________________________________
Name of Beneficiary Percent         Name of Beneficiary Percent


______________________________________________________________________________
Address                             Address


_______________________________________________________________________________
Relationship                        Relationship

(Note: Attach additional sheet of paper, if needed.)

2. Changes. The Outside Director may change the Beneficiary(ies) at any time by executing another copy of this beneficiary designation form.

3. Terms of Plan Govern. Death benefits shall be determined in accordance with the terms of Section 3.8 of the Plan.

IN WITNESS WHEREOF, the Outside Director has executed this beneficiary designation on the ______ day of ________________, 19___.

_________________________           ___________________________________
Witness                             Name of Outside Director


                                    ___________________________________
                                    Signature

Receipt Acknowledged:      Tidewater Inc.

                           By:________________________



                           Date:______________________

                                    By: /s/ Ken C. Tamblyn
                                        -------------------------------
                                            Ken C. Tamblyn
                                        Executive Vice President and
                                           Chief Financial Officer

Attest:



By: /s/ Michael L. Goldblatt
    ---------------------------
    Michael L. Goldblatt
    Assistant Secretary

_____%    ________________________________
_____%    ________________________________
_____%    ________________________________

Receipt Acknowledged:               Tidewater Inc.


                                    By:
                                          -------------------------
                                    Date:
                                          -------------------------

                                      A-2

                                                                       Exhibit B

                          DEFERRED COMPENSATION PLAN
                           FOR OUTSIDE DIRECTORS OF
                                TIDEWATER INC.

                                             Exhibit C

DEFERRED COMPENSATION PLAN
 FOR OUTSIDE DIRECTORS OF
      TIDEWATER INC.

                  Name (age if under 18)        Relationship

Primary
                  -------------------------     -----------------------
Secondary
                  -------------------------     -----------------------

                  -------------------------     -----------------------

By:    /s/ Ken C. Tamblyn
     --------------------
     Ken C. Tamblyn
     Executive Vice President and Chief
     Financial Officer

By:      /s/ Tracy Mandart
     ---------------------

   /s/ Ken C. Tamblyn
----------------------------------

THIS  3rd   DAY OF       January      , 2000.
     ------        -------------------  ----


              /s/ John C. Duplantier
    -----------------------------------------
              NOTARY PUBLIC
              John C. Duplantier
              Notary Public

   /s/ Tracy Mandart
----------------------------

        /s/ Robert W. Clark
----------------------------------
        NOTARY PUBLIC
        Robert Wesley Clark
        Notary Public and Attorney
               Louisiana
        My Commission is For Life