AMENDMENT NO. 1
ATWOOD OCEANICS, INC.
1990 STOCK OPTION PLAN
Pursuant to the terms and provisions of Section 1.8 of the Atwood Oceanics, Inc. 1990 Stock Option Plan (the
"Plan"), Atwood Oceanics, Inc., a Texas corporation (the "Company"), hereby adopts the following Amendment
No. 1 to the Plan (the "Amendment No. 1"):
The fourth sentence of Section 1.12 of the Plan is hereby amended in its entirety by substituting the following
"In addition to the foregoing procedure which may be available for the exercise of any Stock Option or ISO
Option, the option holder may deliver to the Company a notice of exercise including an irrevocable instruction to
the Company to deliver the stock certificate representing the shares subject to an Option to a broker authorized
to trade in the common stock of the Company."
The eighth and ninth sentences of Section 1.12 of the Plan are hereby amended in their entirety by substituting the
"Further, the broker may also facilitate a loan to the option holder upon receipt of the exercise notice in advance
receipt for issuance of the actual stock certificate as an alternative means of financing and facilitating the exercise
of an Option. For all purposes of effecting the exercise of an Option, the date on which the option holder gives
the notice of exercise to the Company will be the date he becomes bound contractually to take and pay for the
shares of Stock underlying the Option."
Section 1.16 of the Plan is hereby amended in its entirety by substituting the following therefor:
"1.16 Non-Transferability of Options. Except as otherwise provided in
Section 2.1(b) with respect to Stock Options, any Option granted shall not be transferable otherwise than by will
or the laws of descent and distribution, and the Option may be exercised, during the lifetime of the Participant,
only by him. More particularly, (but without limiting the generality of the foregoing), except as provided in Section