TIDEWATER INC
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.(B)
<SEQUENCE>4
<FILENAME>dex10b.txt
<DESCRIPTION>AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>

                                                                   Exhibit 10(b)

                              AMENDED AND RESTATED
                         DEFERRED COMPENSATION PLAN FOR
                       OUTSIDE DIRECTORS OF TIDEWATER INC.
                          (Effective November 21, 2002)

                                    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

     IV.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>

                                                                   Exhibit 10(b)

     IV.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
forms attached hereto as Exhibits "A" and "B," whichever is applicable,
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").

     IV.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.

     IV.4 FORM OF DEFERRED COMPENSATION. Each Director who began participating
in the Plan prior to November 21, 2002, and who elects 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. For each Director electing to defer Compensation who begins participating
in the Plan on or after November 21, 2002, the Company shall allocate only
Investment Fund Units to such Director and Stock Units shall not be available as
a hypothetical investment through the Plan. 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).

     IV.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.

     IV.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>

                                                                   Exhibit 10(b)

     IV.7 REVISION TO DEFERRAL ALLOCATION. If a Director who began participating
in the Plan prior to November 21, 2002, elects to discontinue his allocation to
his Stock Unit account for all or a portion of a given Plan year, he may not,
thereafter, elect to defer Compensation in the form of Stock Units.

                                    ARTICLE V

                                   STOCK UNITS

     V.1  STOCK UNITS. For each Director electing to defer Compensation in the
form of Stock Units in accordance with Section 4.4, 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.

     V.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.

     V.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.

                                       -3-

<PAGE>

                                                                   Exhibit 10(b)

     V.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.

                                   ARTICLE VI

                              INVESTMENT FUND UNITS

     VI.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.

     VI.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.

     VI.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

                                       -4-

<PAGE>

                                                                   Exhibit 10(b)

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 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

         VIII.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.

         VIII.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 "C." 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
"D."

         VIII.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)

                                       -5-

<PAGE>

                                                                   Exhibit 10(b)

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.

         VIII.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.

         VIII.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:

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

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

                  (3) 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.

                                       -6-

<PAGE>

                                                                   Exhibit 10(b)

         VIII.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 form attached hereto as Exhibit "D." 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.

         VIII.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

                                       -7-

<PAGE>

                                                                   Exhibit 10(b)

                                 (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

                           (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

                                       -8-

<PAGE>

                                                                   Exhibit 10(b)
               the time of the execution of the initial agreement, or of the
               action of the Board, providing for such Business Combination; or

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

          (c)  Other Definitions. As used in Section 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

     IX.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-

<PAGE>

                                                                   Exhibit 10(b)
     IX.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 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

     X.1 EFFECTIVE DATE. This Plan, as amended and restated, shall be effective
November 21, 2002, and shall continue until further amended or terminated by the
Board.

     X.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.

     X.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.

     X.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-

<PAGE>

                                                                   Exhibit 10(b)
     X.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.

     X.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 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.

                                      -11-

<PAGE>

                                                                   Exhibit 10(b)
     X.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 21st day of November, 2002.

                                 Tidewater Inc.

                                 By:  /s/ J. Keith Lousteau
                                      ------------------------------------------
                                               J. Keith Lousteau
                                      Senior Vice President, Treasurer
                                         and Chief Financial Officer


Attest:



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

                                      D-1

</TEXT>
</DOCUMENT>
