<PAGE>

                                                                   EXHIBIT 10(i)

                             AMENDED AND RESTATED
                        DEFERRED COMPENSATION PLAN FOR
                      OUTSIDE DIRECTORS OF TIDEWATER INC.
                          (EFFECTIVE OCTOBER 1, 1999)

                                   ARTICLE I

                                    PURPOSE

     The purpose of the Amended and Restated Deferred Compensation Plan for
Outside Directors of Tidewater Inc. (the "Plan") is to provide for the deferral
of annual retainer fees, Board meeting attendance fees, Board Committee meeting
attendance fees (hereinafter referred to in the aggregate as "Compensation")
paid by Tidewater Inc. (the "Company") to members of the Company's Board of
Directors (the "Board").

                                  ARTICLE II

                                ADMINISTRATION

     The Plan will be administered by the Company's Employee Benefits Committee
(the "Committee").  The Committee will have the sole authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, and in general, to make all other determinations and take all actions, not
otherwise required herein to be taken by the Board or a committee thereof,
necessary or advisable for the administration of the Plan.  All decisions of the
Committee concerning the administration, construction, and interpretation of the
Plan shall be final, conclusive and binding upon all parties and interests.

                                  ARTICLE III

                                 PARTICIPANTS

     Participation in the Plan is limited to members of the Board who are not
full-time employees of the Company or a subsidiary who elect to defer
Compensation as provided herein (hereinafter referred to individually as the
"Director" and collectively as the "Directors").  Upon termination of membership
on the Board, deferral of Compensation under the Plan shall cease and
distribution of Compensation not previously commenced shall commence, as
provided in Article VIII hereof.

                                  ARTICLE IV

                            COMPENSATION ELECTIONS

     4.1  PAYMENT ELECTION.  For each calendar year of the Company, any eligible
Director may elect to receive Compensation distributed in (i) cash payments made
in the customary manner; or (ii) deferred payments as hereinafter provided.

                                      -1-
<PAGE>

     4.2  TIME AND METHOD OF ELECTION.  In order for an election to be effective
for any given calendar year, the Director must deliver a signed election form to
the Committee no later than December 31 of the year preceding the year for which
the election is to take effect.  In the case of a person who is elected or
appointed to the Board during the calendar year in which the deferral election
is to take effect, the signed deferral election form must be delivered to the
Committee no later than the first Board meeting attended by the Director
following such election or appointment. A deferral election must be made on the
form attached hereto as Exhibit "A" available upon request from the Committee.
Executed election forms are to be forwarded to the attention of the Committee or
a person designated by the Committee to receive them (the "Representative").

     4.3  IRREVOCABILITY OF ELECTION.  Upon receipt of the signed election form
by the Committee or its Representative, the election to defer Compensation shall
become irrevocable as to the year for which it is effective.

     4.4  FORM OF DEFERRED COMPENSATION.  Each Director electing to defer
Compensation must further elect to either: (i) have the Company allocate to such
Director units in the form of hypothetical units of the Company's common stock
(the "Stock Units"); (ii) have the Company allocate to such Director units
("Investment Fund Units") in the form of hypothetical units in one or more
investment funds or investment vehicles made available to Directors from time to
time through the Plan (the "Investment Funds") or (iii) have the Company
allocate to such Director a combination of Stock Units and Investment Fund
Units.  Notwithstanding the foregoing provisions of this Section 4.4 or any
other provision of the Plan, upon the occurrence of a Change of Control (as
defined in Section 8.7(b)), all Stock Units credited to a Director's account
immediately prior to the Change of Control shall be immediately and
automatically converted to a dollar amount equal to the product of the number of
such Stock Units times the higher of (i) the Fair Market Value (as defined in
Section 5.1) of the Company's common stock as of the day of the Change of
Control, and (ii) the highest per share price paid for shares of the Company's
common stock (or the equivalent value) in the transaction constituting the
Change of Control.  The resulting dollar amount shall, upon the occurrence of
the Change of Control, be deemed immediately transferred out of the Director's
Stock Unit account and invested in the Investment Fund that is a money market
account or other interest-earning fund made available to Directors through the
Plan.  Such dollar amount shall subsequently be administered in accordance with
the Plan's provisions as Investment Fund Units (or as additional Investment Fund
Units, as the case may be).

     4.5  EFFECT OF NO ELECTION.  If a written election form for a calendar year
is not received by the Committee or its Representative at the time and in the
manner provided in Section 4.2 above, Compensation to which the Director becomes
entitled for that calendar year shall be distributed in the form of customary
cash payments.

     4.6  DEFERRAL AMOUNT.  A Director may elect to defer payment of up to 100%
of Compensation during a year, in 25% increments, until the expiration of the
Deferral Period, as defined in Section 8.1 hereof.

                                      -2-
<PAGE>

                                   ARTICLE V

                                  STOCK UNITS

     5.1  STOCK UNITS.  For each Director electing to defer Compensation in the
form of Stock Units, the Company shall credit to such Director's account as of
the date of payment (the "Crediting Date") of such Compensation that number of
Stock Units equal to the number of shares of the Company's common stock
(including fractions) that could be purchased with the amount of the
Compensation that such Director elected to defer in the form of Stock Units at
the Fair Market Value of the Company's common stock on such Crediting Date.  The
term "Fair Market Value" shall mean, for purposes of determining the number of
Stock Units credited to a Director's account, the closing sale price for a share
of the Company's common stock on the consolidated reporting system for New York
Stock Exchange issues on the trading day preceding the Crediting Date and, for
purposes of determining the value of a Stock Unit for a distribution under
Section 8.3, upon termination of the Plan or in the event of a Change of Control
of the Company (as defined in Section 8.7(b)), the average of the closing
quotations for the Company's common stock based on composite transactions for
New York Stock Exchange listed issues for the ten trading days preceding the
applicable date.

     5.2  DIVIDENDS.  The Company shall credit to each Directors's account as of
the Crediting Date the number of Stock Units equal to the number of shares of
the Company's common stock (including fractions) that could be purchased at the
Fair Market Value of the Company's common stock on such Crediting Date, with the
dividends such Director would have received if he had been the owner of the
number of shares of the Company's common stock equal to the number of Stock
Units (excluding fractions) in his account on the date normal customary
dividends would have been paid.  After a Director has terminated service on the
Board, dividends shall continue to be credited to such Director's Stock Unit
account until all Compensation deferred in the form of Stock Units has been
distributed pursuant to Article VIII hereof.

     5.3  ADJUSTMENT IN STOCK UNITS.  The total number of Stock Units credited
to each Director's account shall be appropriately adjusted from time to time, as
determined by the Committee, for any increase or decrease in the number of
outstanding shares of the Company's common stock resulting from a subdivision or
combination of shares of common stock, a dividend payment in common stock, a
reclassification of common stock, a merger or consolidation, or for any other
change in the capital structure or shares of common stock.  The determination of
the Committee shall be final, conclusive and binding upon all parties.

     5.4  TRANSFERS AND REALLOCATIONS.  Transfers of amounts and reallocation of
account balances between a Stock Unit account and an Investment Fund Unit
account will not be permitted.

                                      -3-
<PAGE>

                                  ARTICLE VI

                             INVESTMENT FUND UNITS

     6.1  INVESTMENT FUND UNITS.  The Committee shall determine from time to
time the Investment Funds that will be available as hypothetical investments for
Directors and each Director may choose the Investment Fund or Funds to be used
as the deemed investments for his deferred Compensation.  If no Investment Fund
is selected by the Director, deferred Compensation shall be deemed invested in
the Investment Fund that is a money market account.  The Company shall credit to
such Director's account as soon after the Crediting Date as may be
administratively practicable the number of Investment Fund Units that could be
purchased with the amount of Compensation such Director elected to defer as
Investment Fund Units in accordance with Sections 4.1 and 4.2 hereof.  The
Committee may change or discontinue at any time any Investment Fund available
under the Plan in its discretion; provided, however, that each affected Director
shall be given the opportunity to redirect the allocation of his account deemed
invested in discontinued Investment Fund Units among the other Investment Funds
offered, including any replacement fund.

     6.2  TRANSFERS AND REALLOCATIONS.  Subject to the rules established by the
Committee, a Director may transfer or reallocate amounts credited to his
Investment Fund Unit account among the various Investment Funds.  A transfer or
reallocation will take effect as soon as administratively practicable following
the date on which the Committee or Representative receives notice of the change.
The Committee may, in its discretion, further restrict transfers or
reallocations by the Directors into or out of Investment Funds or specify
minimum or maximum amounts that may be transferred or reallocated by Directors.

     6.3  ADJUSTMENT OF INVESTMENT UNIT ACCOUNTS.  The Investment Unit accounts
shall be adjusted as of the close of each day during which the New York Stock
Exchange is open to engage in stock transactions ("Business Day") to reflect
increases or decreases in the value of such deemed investments.

                                  ARTICLE VII

                    COMPANY LIABILITY AND DIRECTOR'S RIGHTS

     Directors and their beneficiaries by virtue of participating in the Plan
have only an unsecured right to receive benefits from the Company as general
creditors of the Company.  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
Company with which to discharge its obligations hereunder shall not be deemed to
create a trust for the benefit of Directors or their 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 the 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 VII and any other provision of the Plan, an

                                      -4-
<PAGE>

amount equal to all deferred Compensation may be deposited into a trust (any
such trust, and 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 VIII

                        TIME AND METHOD OF DISTRIBUTION

     8.1  ELECTION FOR DISTRIBUTION.  Directors may elect to defer Compensation
until (i) termination of Board service with the Company or, with respect to
Compensation that would otherwise have been paid, if not deferred, in the
calendar year in which termination of Board service occurs, the first Business
Day of the following calendar year; or (ii) the date specified in the deferral
election form executed by the Director (the "Deferral Date"), which must be at
least two years following the date Compensation would be paid, if it were not
deferred.  The period during which Compensation is deferred is referred to
herein as the "Deferral Period."  If the Director specifies a Deferral Date, the
Deferral Period will end on the Deferral Date, regardless of termination of
Board service, except that the Deferral Period shall always end upon the death
of the Director.

     8.2  TIMING OF DISTRIBUTION.  As soon as practicable after the expiration
of the Deferral Period, all amounts credited to a Director shall be distributed
to him (or his designated beneficiary) in cash in a single lump-sum payment,
unless the Director has elected to receive the annual installment payments over
not less than two nor more than ten years.  An election to receive the
distribution in installments must be made at least 13 months prior to the end of
the Deferral Period and may be made at the time of the deferral election or at a
later time on the form provided as Exhibit "B."  A change to a deferral election
or form of distribution election hereunder will be permitted, but no such change
will be effective for a period of at least 13 months following the date that the
Committee is notified of such change.  If payment in the form of annual
installment payments is elected, the second and remaining annual installment
payments, if any, shall be payable on the successive anniversary dates of the
first payment.  If a Director who has deferred Compensation under the Plan dies
while a member of the Board, or after commencing to receive a distribution under
this Article, then any remaining payments shall be payable to the Director's
designated beneficiary as directed by the Director on Exhibit "C."

     8.3  MANNER OF DISTRIBUTION - STOCK UNITS.  For those Directors electing to
defer Compensation as Stock Units, distribution shall be as follows:  (i) for
lump sum distributions, the amount of cash distributed shall be equal to the
number of Stock Units credited to a Director's account as of the payment date
multiplied by the Fair Market Value of the Company's common stock (determined as
described in Section 5.1 hereof) on the date on which such payment is made; or
(ii) for annual installment distributions, the amount of each installment shall
be the numerator (equal to one) divided by the denominator (this being the total
number of remaining installment payments) multiplied by the Fair Market Value of
the Company's common stock as of the date on which such installment is paid.

                                      -5-
<PAGE>

     8.4  MANNER OF DISTRIBUTION -- INVESTMENT FUND UNITS. For those Directors
electing to defer Compensation as Investment Fund Units, distribution shall be
as follows: (i) for lump sum distributions, the amount of cash distributed shall
be equal to the value of the Investment Fund Units credited to a Director's
account as of the Business Day preceding the payment date; or (ii) for annual
installment distributions, the amount of each installment shall be the numerator
(equal to 1) divided by the denominator (this being the total number of
remaining installment payments) multiplied by the value of the Investment Fund
Units on the Business Day preceding the date on which such installment is paid.

     8.5  DISTRIBUTION DUE TO HARDSHIP.  A Director may request a distribution
due to Hardship by submitting a written request to the Committee accompanied by
evidence to demonstrate that the circumstances being experienced qualify as a
Hardship.  The Committee shall have the authority to require such evidence as it
deems necessary to determine if a distribution is warranted.  If an application
for a distribution due to a Hardship is approved, the distribution is limited to
an amount sufficient to meet the emergency.  The allowed distribution shall be
payable in a method determined by the Committee as soon as possible after
approval of such distribution. A Director who has commenced receiving
installment payments under the Plan may request acceleration of such payments in
the event of a Hardship.  The Committee may permit accelerated payments to the
extent such accelerated payment does not exceed the amount necessary to meet the
emergency.  An allowed Hardship distribution or an acceleration of payment of
any amount deemed invested in Stock Units must also be approved in advance by
the Compensation Committee of the Board of Directors.

     "Hardship" means a severe financial hardship to the Director resulting from
a sudden and unexpected illness or accident of the Director or of a dependent of
the Director, loss of the Director's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Director.  The circumstances that will constitute a
Hardship would depend upon the facts of each case, but, in any case, payment may
not be made in the event that such Hardship is or may be relieved:

          (a) through reimbursement or compensation by insurance or otherwise,

          (b) by liquidation of the Director's assets, to the extent that
     liquidation of such assets would not itself cause severe financial
     hardship; or

          (c) by cessation of deferrals of Compensation under the Plan.

     The need to send a Director's child to college or the desire to purchase a
home shall not be a Hardship.

     8.6  DESIGNATION OF BENEFICIARY.  Any Director who elects to defer any or
all of his Compensation shall have the right to designate a beneficiary, or
beneficiaries who are to receive distribution of those payments if the Director
dies before the distribution as elected under this Article is made.  Any
beneficiary designation, or change in the beneficiary designation, shall be made
in writing by completing and furnishing to the Committee or its Representative
the appropriate

                                      -6-
<PAGE>

form attached hereto as Exhibit "C." The last designation of beneficiary
received by the Committee or its Representative shall be controlling over any
testamentary or purported disposition by the Director, provided that no
designation, or change of designation thereof shall be effective unless received
by the Committee prior to the death of the Director. If there is no designated
beneficiary living at the time distribution of any Compensation is to be made,
or if any designation of beneficiary shall be ineffective for any reason, then
the Compensation shall be paid to the estate of the Director.

     8.7  CHANGE OF CONTROL

          (a) Distribution upon a Change of Control.  Notwithstanding the fact
     that the Deferral Period may not have ended and notwithstanding a prior
     election by a Director to have deferred Compensation distributed in
     installments, if, prior to a Change of Control, a Director shall have
     elected in a form and manner reasonably satisfactory to the Company that
     his Investment Fund Unit account (including, without limitation, deferred
     Compensation, interest, dividends and earnings thereon, and any amount
     attributable to Stock Units that were automatically converted upon the
     occurrence of the Change of Control) shall be distributed to the Director
     in a lump sum upon a Change of Control, such amount shall be so paid.

          (b) Definition of Change of Control.  As used in the Plan, 'Change of
     Control' shall mean:

               (i)  the acquisition by any 'Person' (as defined in Section
          8.7(c) hereof) of 'Beneficial Ownership' (as defined in Section 8.7(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
          8.7(b)(i), the following shall not constitute a Change of Control:

                    (A) any acquisition (other than a 'Business Combination' (as
               defined in Section 8.7(b)(iii) hereof) which constitutes a Change
               of Control under Section 8.7(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 8.7(b)(iii) hereof; or

                                      -7-
<PAGE>

               (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 8.7(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.

                                      -8-
<PAGE>

          (c) Other Definitions.  As used in Section 8.7(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 8.7(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."

                                  ARTICLE IX

                           REQUESTS FOR DISTRIBUTION

     9.1  REQUESTS UNDER THE PLAN.  A Director, or any other person or entity
claiming on behalf of a Director, may present a written request to the Committee
or its Representative for distribution of any amounts due or alleged to be due
under the Plan.  Within (30) days following receipt of the request, the
Committee shall advise the Director or other person or entity in writing of the
amounts payable and the method of distribution of such amounts.

     9.2  REVIEW OF REQUESTS.  If a request for distribution under the Plan is
not approved, the Committee shall set forth in writing in a manner calculated to
be understood by the Director or other person or entity:  (i) the specific
reason or reasons for the action taken; (ii) specific reference to the pertinent
provisions of the Plan upon which the action was taken; (iii) a description of
any additional material or information necessary to have the request approved
and an explanation of why such material or information is necessary; and (iv) an
explanation of the Committee's review

                                      -9-
<PAGE>

procedure. The Committee shall afford the Director or other person or entity a
reasonable opportunity for a full and fair review by the Committee of its action
taken if requested to do so within thirty (30) days after receipt of the written
statement of the Committee's action.

                                   ARTICLE X

                                 MISCELLANEOUS

     10.1 EFFECTIVE DATE.  This Plan, as amended and restated, shall be
effective October 1, 1999 and shall continue until amended or terminated by the
Board.

     10.2 EFFECT OF THE PLAN.  The establishment and continuance of the Plan by
the Company shall not constitute a contract of service between the Company and
any Director, and shall not be deemed to be consideration for, inducement to, or
a condition of service of any person.  The deferral of any Compensation pursuant
to the provisions of the Plan shall not limit the rights of the shareholders or
Directors of the Company to remove a Director as permitted by the Certificate of
Incorporation, By-Laws or applicable laws.  No trust or other fiduciary
relationships shall be created or deemed to arise from any deferrals under the
Plan.

     10.3 PROHIBITION AGAINST ASSIGNMENT.  The right of any Director (or his
designated beneficiary) to receive any payment or installment under the Plan
shall not be subject in any manner to attachment or other legal process or
proceedings for discharge of the debts of the Director or beneficiary, and any
such payment or installment shall not be subject to anticipation, alienation,
sale, transfer, assignment, pledge, mortgage or encumbrance.

     10.4 AMENDMENT AND TERMINATION.  (i) The Board intends to continue the Plan
indefinitely but reserves the right to modify the Plan from time to time, or to
repeal the Plan entirely, or to direct the permanent discontinuances or
temporary suspension of payments under the Plan; provided that no such
modification, repeal, discontinuance or suspension shall affect or otherwise
deprive the Directors of any payments to which they may be entitled under the
Plan at the time thereof; (ii) No amendment or termination of this Plan shall,
without the consent of the participants under the Plan or beneficiaries
thereunder change the amount of deferred Compensation owed such person under the
Plan; and (iii) Upon any termination of the Plan, each Director (or, if no
longer living, the Director's beneficiary) entitled to or receiving payments
hereunder shall be promptly paid in a cash lump sum all deferred Compensation
(together with interest and/or dividends thereon) owed to the Director and
accounted for in the Director's Stock Unit or Investment Fund Unit account.
Amounts owed and Fair Market Value shall be determined as of the effective date
of such termination.

     10.5 GOVERNING LAW.  Except to the extent preempted or superseded by the
federal laws of the United States of America, the laws of the State of Louisiana
will govern the Plan.

     10.6 NOTICES.  All notices, reports, statements, distributions or payments
given, made, delivered or transmitted to a Director or his designated
beneficiary shall be deemed to be duly given, made, delivered or transmitted
when mailed, by first class mail, postage prepaid, addressed to the

                                      -10-
<PAGE>

Director or beneficiary at the address appearing on the books of the Committee.
Written directions, notices, and other communciations to the Company, the
Committee or its Representative, shall be deemed to be duly given, made or
delivered when received by the Committee or its Representative at such location
as may from time to time be specified.

     10.7 GENDER AND NUMBER.  Whenever appropriate in the Plan, the masculine
gender shall be construed to include the feminine, and the feminine gender shall
be construed to include the masculine.  Words in the singular shall be construed
to include the plural, and the plural to include the singular.


     Executed 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:



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

                                      -11-
<PAGE>

                                                                       Exhibit A

                          DEFERRED COMPENSATION PLAN
                           FOR OUTSIDE DIRECTORS OF
                                TIDEWATER INC.

                           Annual Deferral Election

     WHEREAS, Tidewater Inc. (the "Company") has established a formal deferred
compensation plan (hereinafter the "Plan") for members of its Board of Directors
who are not full-time employees of the Company ("Outside Directors") and

     WHEREAS, the Plan permits Outside Directors to elect to defer annual
retainer fees, Board meeting attendance fees, and Committee meeting attendance
fees ("Compensation") in accordance with the terms of the Plan:

     NOW, THEREFORE, I, _______________________, do irrevocably elect to defer
_____% (25% increments) of the Compensation I earn with respect to Board
services I shall perform for the Company during the calendar year beginning
January 1, ______, subject to the following understandings and restrictions.

     1. I understand that following my death any amounts due to me under the
        Plan will be distributed as directed in my Designation of Beneficiary
        form.

     2. I hereby elect that my Compensation otherwise be deferred until:

        (a) my termination of Board service, as described in the Plan, or

        (b) the following date, which is at least two years following the date
              my Compensation for the year would be paid if it were not
              deferred:

            _______________, 20___. (If a date is selected, Compensation will be
            deferred until this date, regardless of termination of Board
            service.)

     3. Under this election and pursuant to Section 4.2 of the Plan, I direct
        the Company to:

        (a)  _______   allocate _____% of my deferred Compensation in the form
                       of hypothetical units of the Company's common stock (the
                       "Stock Units");

        (b)  _______   allocate _____% of my deferred Compensation in the form
                       of hypothetical Investment Fund Units of one or more of
                       the following Investment Funds, which are described on
                       the attached materials:

                                      A-1
<PAGE>

             _____%    ________________________________
             _____%    ________________________________
             _____%    ________________________________


     4. I understand that my deferred Compensation and all earnings thereon will
        be distributed to me in a lump sum unless I elect to receive the
        distribution in annual installments over not less than two nor more than
        10 years. An election to receive a distribution in installments may be
        made now or at any time at least 13 months in advance of the end of the
        Deferral Period (as defined in the Plan). I choose to elect at this time
        to receive my distribution in _______ annual installments.

     5. All other terms of this Deferral Election shall be governed by the Plan
        and any amendment thereto in effect at the time of this election. All of
        the terms and conditions of the Plan are incorporated herein by
        reference.

     6. I acknowledge, by my signature below, that I have read and understand
        the terms of the Plan.

     IN WITNESS WHEREOF, I affix my signature to this election the _____ day of
_____________, ______.



                                    -----------------------------------
                                    (Signature of Participant)


Receipt Acknowledged:               Tidewater Inc.


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

                                      A-2
<PAGE>

                                                                       Exhibit B

                          DEFERRED COMPENSATION PLAN
                           FOR OUTSIDE DIRECTORS OF
                                TIDEWATER INC.

               Election to Receive Distribution in Installments


     I am a participant in the Deferred Compensation Plan for Outside Directors
of Tidewater Inc. (the "Plan").  I understand that my Compensation deferred
under the Plan will be distributed to me or to my beneficiaries in a lump sum,
unless I otherwise elect within the time period provided in the Plan to receive
my distribution in between two and ten annual installments.  I hereby elect to
receive distribution of amounts to which I am entitled under the Plan in ______
annual installments.  I understand that upon my death, my account balance will
be distributed to my beneficiaries in either a lump sum or such installments as
are specified by me in the Designation of Beneficiary form.


Date: ___________________                  ____________________________________
                                                 (Signature of Participant)


                                           ____________________________________
                                                   (Print Name of Participant)

                                      B-1
<PAGE>

                                                                       Exhibit C

                          DEFERRED COMPENSATION PLAN
                           FOR OUTSIDE DIRECTORS OF
                                TIDEWATER INC.

                          Designation of Beneficiary


     1.   I am a participant in the Deferred Compensation Plan for Outside
Directors of Tidewater Inc. (the "Plan") and I hereby designate the following as
my beneficiaries under the Plan:

                  Name (age if under 18)        Relationship

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

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


     2.   Following my death, I elect to have all undistributed amounts due to
me distributed to my beneficiaries as follows:

     (check one)

     [_]  in _______ (between 2 and 10) annual installments; or

     [_]  in a lump sum.

     3.   This designation shall be subject to the terms of, and any amounts
which become payable hereunder shall be governed by, the Plan as from time to
time in effect.


Date: _______________________               ___________________________________
                                                   (Signature of Participant)


                                            ___________________________________
                                                   (Print Name of Participant)


                                      C-1