AMENDMENT NO. 1
ATWOOD OCEANICS, INC.
1996 INCENTIVE EQUITY PLAN
Pursuant to the terms and provisions of Section 9 of the Atwood Oceanics, Inc. 1996 Incentive Equity 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").
Subsections (e), (f), (g) and (h) of Section 6 of the Plan are hereby amended in their entirety by substituting the
"(e) Transferability of Options. The Committee may, in its discretion, authorize all or a portion of any Non-
Qualified Stock Options to be granted on terms which permit transfer by the participant to (i) the spouse, children
or grandchildren of the participant, (ii) a trust or trusts for the exclusive benefit of the spouse, children or
grandchildren of the participant, or (iii) a partnership in which the spouse, children or grandchildren of the
participant are the only partners; provided in each case that (x) the stock option agreement pursuant to which
such Stock Options are granted must be approved by the Committee, and must expressly provide for
transferability in a manner consistent with this section, and (y) subsequent transfers of transferred options shall be
prohibited except those made in accordance with this section or by will or by the laws of descent and distribution.
Following transfer, any such Stock Options shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer. The provisions with respect to termination of employment set forth in
subsections (f), (g) and (h) of this Section 6 shall continue to apply with respect to the participant, in which event
the Stock Options shall be exercisable by the transferee only to the extent and for the periods specified herein.
The participant will remain subject to withholding taxes upon exercise of any such Stock Option by the
transferee. The Company shall have no obligation whatsoever to provide n