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                                                                   Exhibit 10(b)

                              AMENDED AND RESTATED
                                 TIDEWATER INC.
                            1997 STOCK INCENTIVE PLAN
                         (Effective September 27, 2001)

     WHEREAS, Tidewater Inc., a Delaware corporation (the "Company"), amended
and restated the Tidewater Inc. 1997 Stock Incentive Plan (the "Plan") effective
June 9, 2000; and

     WHEREAS, the Company wishes to amend the Plan to extend the post-retirement
exercise period of options granted to non-employee directors under the Plan in
1998 and 1999, the result of which will be that all outstanding options granted
under the Plan and held by current or former non-employee directors will have a
five-year post retirement exercise period;

     NOW, THEREFORE, pursuant to the power provided to the Board in Section
9.10.A. of the Plan, Section 8.4 of the Plan entitled "Exercise After
Termination of Board Service" is hereby amended to read as set forth herein and,
as so amended, the Plan is hereby restated in its entirety as follows:

          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

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     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 or 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

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     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 States 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):

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          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 and 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
     provisions 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

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     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 received pursuant to Section 9.5 due to a
     recapitalization, merger or other change in capitalization.

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          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

               (a) In the event of termination of Board service as a result of
          death or disability, the stock options must be exercised within two
          years from the date of termination of Board service; and

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               (b) 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), the stock options must be exercised
          within five years from the date of termination of Board service;

     and further provided, that no stock options may be exercised later than 10
     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 or 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 8.4 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

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     impairs the rights previously provided to the participant in the Incentive
     Agreement.

          9.4. Additional Condition. 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 law, 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 Agreements. The terms of each Incentive shall be stated
     in an agreement approved by the Committee.

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          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 if 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



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     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 provision 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

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         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) hereof) 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

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         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 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

                                      -12-

<PAGE>

     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.

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<PAGE>

         This Amended and Restated Plan is executed effective the 27th day of
September, 2001.

                                          TIDEWATER INC.


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

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