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                                                                   Exhibit 10(a)

                              AMENDED AND RESTATED
                                 TIDEWATER INC.
                              1992 STOCK OPTION AND
                              RESTRICTED STOCK PLAN

                          (Effective November 29, 2001)

WHEREAS, Tidewater Inc., a Delaware corporation (the "Company"), amended and
restated the Tidewater Inc. 1992 Stock Option and Restricted Stock Plan (the
"Plan") effective July 27, 2001;

WHEREAS, the Company further authorized an amendment to the Plan on September
27, 2001 to extend the post-retirement exercise period of options granted under
the Plan on July 21, 1995 to non-employee directors and to allow for the
extension of the post-retirement exercise period of options granted under the
Plan to William C. O'Malley on March 26, 1996;

WHEREAS, the Company now wishes to further amend the Plan to allow the Board of
Directors or the Compensation Committee of the Board to determine the
post-termination exercise period for options granted under the Plan;

     NOW, THEREFORE, pursuant to the power reserved to the Board in Section 21
of the Plan, Section 10 of the Plan entitled "Exercise of Options" and Section
11 of the Plan entitled "Automatic Grants to Non-Employee Directors" are hereby
amended to read as set forth herein and, as amended, the Plan is hereby restated
to reflect such amendments and to read in its entirety as follows:

     1.   Purpose

          The purpose of the 1992 Stock Option and Restricted Stock Plan (the
     "Plan") is to promote the interests of Tidewater Inc. (the "Company") and
     its shareholders by attracting and retaining directors and key employees
     capable of furthering the future success of the Company and by providing
     such persons an additional incentive through stock ownership to continue
     and increase their efforts with respect to the Company or its subsidiaries.
     The Plan provides for granting such persons (a) options for the purchase of
     Common Shares of the Company (the "Shares") and (b) Shares which are both
     restricted as to transferability and subject to a substantial risk of
     forfeiture ("Restricted Shares").

     2.   Administration

          The Plan shall be administered by a committee (the "Committee")
     consisting of not less than two Directors appointed by 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, as in effect
     August 15, 1996 and (b) qualify as an "outside director under Section 162
     (m) of the Internal Revenue Code of 1986, as amended. Unless otherwise
     determined by the Board or required by the Plan, the Compensation Committee
     of the Board of Directors shall be the Committee. Subject to the
     limitations and conditions hereinafter set forth, the

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          Committee shall have authority to grant options hereunder, to
     determine the number of Shares for which each option shall be granted and
     the option price or prices, to make awards of Restricted Shares, to
     determine the number of Restricted Shares to be granted, and to establish
     in its discretion the restrictions to which any such Restricted Shares
     shall be subject. The Committee shall have full power to construe and
     interpret the Plan, to establish and amend rules for its administration,
     and to establish in its discretion terms and conditions applicable to the
     exercise of options and the grant of Restricted Shares.

     3.   Shares Subject to the Plan

          The Shares to be transferred or sold pursuant to the grant of
     Restricted Shares or the exercise of options granted under the Plan shall
     be authorized Shares, and may be issued Shares reacquired by the Company
     and held in its treasury or may be authorized but unissued Shares. Subject
     to adjustment as provided in Section 19 hereof, the aggregate number of
     Shares to be granted as Restricted Shares or to be delivered upon the
     exercise of options granted under the Plan shall not exceed 2,200,000
     shares.

          If an option expires or terminates for any reason during the term of
     the Plan and prior to the exercise in full of such option, or if Restricted
     Shares are forfeited as provided in the grant of such Shares, the number of
     Shares previously subject to but not delivered under such option or grant
     of Restricted Shares shall be available for the grant of options or
     Restricted Shares thereafter.

     4.   Eligibility

          Options or Restricted Shares may be granted from time to time to key
     employees, including officers, of the Company and any subsidiary
     ("eligible, employees"), as defined in this Section 4, and options shall be
     granted automatically to non-employee Directors as provided in Section 11
     hereof. From time to time, the Committee shall designate from such eligible
     employees those who will be granted options or Restricted Shares and, in
     connection therewith, the number of Shares to be covered by each grant of
     options or Restricted Shares. Persons granted options are referred to
     hereinafter as "optionees," and persons granted Restricted Shares are
     referred to hereinafter as "grantees." Nothing in the Plan, or in any grant
     of options or Restricted Shares pursuant to the Plan, shall confer on any
     person any right to continue in the employ of the Company or any of its
     subsidiaries, nor in any way interfere with the right of the Company or any
     of its subsidiaries to terminate the person's employment at any time.

          The term "subsidiary" shall mean any corporation now existing or
     hereafter organized or acquired (other than the Company) `in an unbroken
     chain of corporations beginning with the Company if, at the time of the
     granting of the option, each of the corporations (including the Company)
     other than the last corporation in the unbroken chain owns stock possessing
     40% or more of the total combined voting power of all classes of stock in
     one of the other corporations in such chain; provided that, for all
     purposes in connection with the grant or exercise

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     of ISOs, as defined in Section 5 below, "50%" shall be substituted for
     "40%" in the above definition.

                         PROVISIONS RELATING TO OPTIONS

     5.   Character of Options

          It is the intent of the Plan that options granted hereunder shall be
     incentive stock options ("ISOs") as such term is defined in Section 422A of
     the Internal Revenue Code of 1986, as amended from time to time (the
     "Code"), to the extent and only to the extent that such options are so
     identified in writing in the stock option agreement relating thereto. All
     options not identified as ISOs at the time of grant are intended to be
     "nonqualified" or "nonstatutory" stock options which are not ISOs.

     6.   Stock Option Agreement

          Each option granted under the Plan shall be evidenced by a stock
     option agreement which shall be executed by the Company and by the person
     to whom the option is granted and which shall identify as an ISO any option
     intended to be such. The agreement shall contain such terms and provisions,
     not inconsistent with the Plan, as shall be determined by the Committee.

     7.   Limitation on ISO Grants

          The aggregate fair market value (determined on the date the ISO is
     granted) of the Shares with respect to which ISOs are exercisable for the
     first time by an optionee during any calendar year shall not exceed
     $100,000.

     8.   Option Exercise Price

          The price per Share to be paid by the optionee on the date an option
     is exercised shall be not less than the fair market value of one Share on
     the date the option is granted, provided that if the option granted is an
     ISO and if the optionee, on the date of the option grant, owns (within the
     meaning of Section 425 (d) of the Code) stock possessing more than 10% of
     the total combined voting power of all classes of stock of the Company or
     any subsidiary thereof, the price per Share to be paid by the optionee at
     the time an option is exercised shall be not less than 110% of the fair
     market value of one Share on the date the option is granted.

          For purposes of this Plan, the term "fair market value" of a Share
     shall be the closing selling price thereof on the consolidated transaction
     reporting system for New York Stock Exchange issues on the date of
     reference or, if no Shares are traded on that date, the most recent date on
     which Shares are traded, provided that such determination of fair market
     value for ISOs shall comply with regulations issued by the Secretary of the
     Treasury for the purposes of determining fair market value of securities
     subject to an ISO plan under Section 422A of the Code.

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     9.   Option Term

          The period after which options granted under the Plan may not be
     exercised shall be determined by the Committee with respect to each option
     granted, but may not exceed ten years from the date on which the option is
     granted, subject to the third paragraph of Section 10 hereof, provided that
     in the case of any ISO granted to any optionee who, on the date of the
     option grant, owns (within the meaning of Section 425 (d) of the code)
     stock possessing more than 1O% of the total combined voting power of all
     classes of stock of the Company or any subsidiary thereof, the maximum such
     option period shall be five years rather than ten years.

     10.  Exercise of Options

          The time or times at which or during which options granted under the
     Plan may be exercised, and any conditions pertaining to such exercise or to
     the vesting in the optionee of the right to exercise options, shall be
     determined by the Committee in its sole discretion.

          No option granted under the Plan shall be assignable or otherwise
     transferable by the optionee, either voluntarily or involuntarily, except
     (a) by will, (b) by the laws of descent and distribution, (c) in the case
     of non-qualified stock options only, if permitted by the Committee and so
     provided in the stock option agreement or an amendment thereto, (i)
     pursuant to a domestic relations order, (ii) to family members, a family
     partnership or trust for the benefit of family members, or (iii) a to
     charitable institutions.

          For employee optionees, an option shall lapse if an optionee's
     employment by the Company or a subsidiary is terminated for any reason,
     provided that the option may thereafter be exercised, to the extent it was
     exercisable on the date of termination of employment, for such a period of
     time as the Committee or Board shall specify. However, in no event may any
     option be exercised by anyone after the later of (a) the final date upon
     which the optionee could have exercised it had the optionee continued in
     the employment of the Company or its subsidiaries to such date, or (b) one
     year after the optionee's death.

          An option may be exercised only by a notice in writing complying in
     all respects with the applicable stock option agreement. Such notice may
     instruct the Company to deliver Shares due upon the exercise of the option
     to any registered broker or dealer approved by the Company (an "approved
     broker") in lieu of delivery to the optionee. Such instructions shall
     designate the account into which the Shares are to be deposited. The
     optionee may tender such notice, properly executed by the optionee,
     together with the aforementioned delivery instructions, to an approved
     broker. The purchase price of the Shares as to which an option is exercised
     shall be paid in cash or by check, except that the Committee may, in its
     discretion, allow such payment to be by surrender of unrestricted Shares
     (at their fair market value on the date of exercise), or by a combination
     of cash, check and

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     unrestricted Shares.

          The obligation of the Company to deliver Shares upon such exercise
     shall be subject to all applicable laws, rules and regulations, and to such
     approvals by governmental agencies as may be deemed appropriate by the
     Committee, including, among others, such steps as counsel for the Company
     shall deem necessary or appropriate to comply with requirements of relevant
     securities laws. Such obligation shall also be subject to the condition
     that the Shares reserved for issuance upon the exercise of options granted
     under the Plan shall have been duly listed on any national securities
     exchange which then constitutes the principal trading market for the
     Shares.

     11.  Automatic Grants to Nonemployee Directors

          During each year of the term of this Plan, each Director who is not
     then an employee of the Company or any subsidiary shall receive on the date
     of the annual shareholders meeting options to purchase 1,000 Shares. Each
     such option shall have a term of ten years and must be exercised within one
     year of termination of service as a Director, except that, in the event of
     termination of Board service as a result of retirement (at age 65 or later
     or after having completed five or more years of service on the Board),
     options granted to non-employee Directors under the Plan on the day of the
     1995 and 1996 annual meetings of stockholders of the Company (and remaining
     outstanding on the date of this amendment to the Plan to extend the
     post-retirement exercise period) may be exercised within five years from
     the date of termination of Board service, but no later than ten years after
     the date of grant. Each such option shall become exercisable six months
     after the date of grant. The price per Share to be paid by the holder of
     such an option shall equal the fair market value of one Share on the date
     the option is granted. The purchase price of the Shares as to which such an
     option is exercised shall be paid only in cash or by certified or bank
     check. Any Director holding options granted under this Section 11 who is a
     member of the Committee shall not participate in any action of the
     Committee with respect to any claim or dispute involving such Director.

                    PROVISIONS RELATING TO RESTRICTED SHARES

     12.  Granting of Restricted Shares

          The Committee may grant Restricted Shares to eligible employees at any
     time. In granting Restricted Shares, the Committee shall determine in its
     sole discretion the period or periods during which the restrictions on
     transferability applicable to such Shares will be in force (the "Restricted
     Period"). The Restricted Period may be the same for all such Shares granted
     at a particular time or to any one grantee or may be different with respect
     to different grantees or with respect to various of the Shares granted to
     the same grantee, all as determined by the Committee in its sole
     discretion.

          Each grant of Restricted Shares under the Plan shall be evidenced by
     an

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     agreement which shall be executed by the Company and by the person to whom
     the Restricted Shares are granted. The agreement shall contain such terms
     and provisions, not inconsistent with the Plan, as shall be determined by
     the Committee.

     13.  Restrictions on Transferability

          During the Restricted Period applicable to each grant of Restricted
     Shares, such Shares may not be sold, assigned, transferred or otherwise
     disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, a
     grantee's eventual right, if any, to such Shares may not be assigned or
     transferred except by will or by the laws of descent and distribution. The
     restrictions on the transferability of Restricted Shares imposed by this
     Section are referred to in this Plan as the "Transferability Restrictions."

     14.  Determination of Vesting Restrictions

          With respect to each grant of Restricted Shares, the Committee shall
     determine in its sole discretion the restrictions on vesting which will
     apply to the Shares for the Restricted Period, which restrictions, as
     initially determined and as they may be modified pursuant to the Plan, are
     referred to hereinafter as the "Vesting Restrictions." By way of
     illustration but not by way of limitation, any such determination of
     Vesting Restrictions by the Committee may provide (a) that the grantee will
     not be entitled to any such Shares unless he or she is still employed by
     the Company or its subsidiaries at the end of the Restricted Period; (b)
     that the grantee will become vested in such Shares according to such
     schedule as the Committee may determine; (c) that the grantee will become
     vested in such Shares in any combination of the foregoing or under such
     other terms and conditions as the Committee in its sole discretion may
     determine; and (d) how any such Vesting Restrictions will be applied,
     modified or accelerated in the case of the grantee's death, total and
     permanent disability (as determined by the Committee), or retirement.

     15.  Manner of Holding and Delivering Restricted Shares

          Unless the Committee shall otherwise determine, each certificate
     issued for Restricted Shares granted hereunder will be registered in the
     name of the grantee and will be held by the Company with a stock power
     executed in blank by the grantee covering such Shares. The certificates for
     such Shares will remain in the possession of the Company until the earlier
     of the end of the applicable Restricted Period or, if the Committee has
     provided for earlier termination of the Transferability Restrictions
     following a grantee's death, total and permanent disability, retirement, or
     earlier vesting of such Shares, such earlier termination of the
     Transferability Restrictions. At whichever time is applicable, the
     certificates representing the number of such Shares to which the grantee is
     then entitled will be delivered to the grantee free and clear of the
     Transferability Restrictions, provided that in the case of a grantee who is
     not entitled to receive the full number of such Shares evidenced by the
     certificates then being released from escrow

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     because of the application of the Vesting Restrictions, such certificates
will be canceled, and a new certificate representing the Shares, if any, to
which the grantee is entitled pursuant to the Vesting Restriction, will be
issued and delivered to the grantee, free and clear of the Transferability
Restrictions.

16.  Transfer in the Event of Death, Disability or Retirement

     Notwithstanding a grantee's death, total and permanent disability, or
retirement, the certificates for his or her Restricted Shares will remain in the
possession of the Company and the Transferability Restrictions will continue to
apply to such Shares unless the Committee determines otherwise. Upon the
termination of the Transferability Restrictions, either upon any such
determination by the Committee or at the end of the Applicable Restricted
Period, as the case may be, the portion of such grantee's Restricted Shares to
which he or she is entitled, determined pursuant to his or her applicable
Vesting Restrictions, will be awarded and delivered to the grantee or to the
person or persons to whom the grantee's rights, if any, to the Shares shall pass
by will or by the applicable law of descent and distribution, as the case may
be.

17.  Limitations on obligation to Deliver Shares

     The Company shall not be obligated to deliver any Restricted Shares free
and clear, of the Transferability Restrictions until the Company has satisfied
itself that such delivery complies with all laws and regulations by which the
Company is bound. Furthermore, prior to receiving delivery of any Restricted
Shares free of the Transferability Restrictions, the grantee or other person
entitled to receive such Shares must pay the Company an amount equal to the
taxes, if any, which the Company is required to withhold due to such delivery.

                               GENERAL PROVISIONS

18.  Shareholder Rights.

     Except for the Transferability Restrictions, a grantee of Restricted Shares
shall have all the rights of a holder of the Shares, including the right to
receive dividends paid on such Shares and the right to vote such Shares at
meetings of shareholders of the Company. However, no optionee shall have any of
the rights of a shareholder with respect to any Shares unless and until he or
she has exercised his or her option with respect to such Shares and has paid the
full purchase price therefor.

19.  Changes in Shares

     The aggregate number of Shares for which options or Restricted Shares may
be granted or options exercised, the maximum number of Shares which, with
respect to any one person at any time, may be subject to restrictions or subject
to unexercised and outstanding options, and the number of Shares subject to each
outstanding option or Restricted Share grant and option prices per share shall
be


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subject to appropriate adjustment for any changes in the number of outstanding
Shares resulting from a merger, recapitalization, stock exchange, stock split,
stock dividend, corporate division or other change in the Company's corporate or
capital structure.

20.  Change of Control

          (a) This Section 20 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. By way of illustration, and not limitation, the following
     interpretations of the Compensation Committee with respect to an
     "Acceleration Date", as defined in the Plan (and related agreements and
     amendments thereto) prior to the Amendment, remain in full force and
     effect: (i) the 30-day exercisability period following an Acceleration Date
     shall not be affected by the termination of employment of an optionee on
     the Acceleration Date or during such 30-day period, and (ii) all
     outstanding options, both non-qualified and incentive, shall be accelerated
     and become exercisable in full at the Acceleration Date (and to the extent,
     if any, required by section 422(d) of the Internal Revenue Code of 1986, as
     amended from time to time (the "Code"), accelerated incentive stock options
     shall thereby become non-qualified stock options).

          (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 20(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 Transferability
     Restrictions and Vesting Restrictions on Restricted Shares then outstanding
     hereunder shall automatically lapse and be deemed waived. 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 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 20(b)
     shall thereby become non-qualified stock options. Notwithstanding any other
     provision of the Plan (or any provision of any agreement with respect to
     any grant hereunder), (i) any stock option which becomes exercisable
     pursuant to this Section 20(b) shall remain exercisable until the earlier
     of the end of the option term or the lapse

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     of the option, and (ii) any lapse and deemed waiver of Transferability
     Restrictions and Vesting Restrictions on Restricted Shares pursuant to this
     Section 20(b) shall be a permanent lapse and deemed waiver of such
     restrictions.

          (c)  If any corporation, person or other entity (other than the
     Company) makes a tender offer or exchange offer for shares of the Company's
     common stock pursuant to which purchases are made (an "Offer"), then from
     and after the date of the first purchase of the Company's common stock
     pursuant to the Offer (the "Acceleration Date"), all outstanding options
     shall automatically become fully exercisable and the Transferability
     Restrictions and Vesting Restrictions on Restricted Shares shall
     automatically be deemed 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 20,
     following the expiration of the 30-day period, any options not exercised
     and any shares of the Company's 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 20, "Change of Control" shall mean:

          (i)  the acquisition by any "Person" (as defined in Section 20(e)
     hereof) of "Beneficial Ownership" (as defined in Section 20(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 20(d)(iii) hereof) which constitutes a Change of Control under
     Section 20(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 20(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

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     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 20(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 20(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,

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     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 20(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.

21.  Amendment and Discontinuance

     The Board of Directors may alter, suspend, or discontinue the Plan.

22.  Governing Law

     The Plan shall be applied and construed in accordance with and governed by
the law of the State of Delaware, to the extent such law is not superseded by or
inconsistent with federal law.

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     23.  Effective Date and Duration of Plan

          The Plan shall become effective only if approved by the holders of a
     majority of the Company's Shares outstanding and entitled to vote at the
     annual meeting of stockholders and if so approved shall be effective from
     the date of such meeting. The term during which options and Restricted
     Shares may be granted under the Plan shall expire ten years after the date
     the Plan became effective.

     24.  Withholding

          At any time that a participant is required to pay to the Company an
     amount required to be withheld under the applicable income tax laws in
     connection with the issuance of shares of Common Stock upon exercise of an
     option or upon the lapse of restrictions on shares of restricted stock, the
     participant may satisfy this obligation in whole or in part by electing
     (the "Election") to have the Company withhold shares of Common Stock having
     a value up to the amount of the maximum applicable tax under federal
     (including FICA), state and local law; provided, however, that the
     Committee shall have the right to disapprove of any portion of a
     participant's Election that is in excess of the amount required to be
     withheld under applicable income tax laws. 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 is required to be determined
     (the "Tax Date").

          Each Election must be made prior to the Tax Date. The Committee may
     disapprove of any Election as provided above or may suspend or terminate
     the right to make Elections. 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 and the
     participant is required to pay the amount of the withholding tax liability
     to the Company in cash.

     This Amended and Restated Plan is executed effective September 27, 2001.

                                         TIDEWATER INC.


                                         By: s/ Cliffe F. Laborde
                                             -----------------------------------
                                                         Cliffe F. Laborde
                                                     Executive Vice President,
                                                   Secretary and General Counsel

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