AMENDMENT NO. 1
The Employment Agreement between Tidewater Inc., a Delaware corporation ("Company") and William C.
O'Malley ("Employee") effective as of September 19, 1997 ("Agreement") is hereby amended, effective as of
October 1, 1999, as follows:
1. Both sentences of Section 2 of the Agreement are amended by the insertion of the following phrase at the
beginning of each sentence: "Subject to Section 7A hereof,".
2. The first sentence of Section 4(e) of the Agreement is amended by the addition of the following phrase at the
end thereof: "assuming that Employee's employment by his immediate prior employer had terminated on the
3. The last two paragraphs of Section 7(a) and all of Section 7(e) of the Agreement are deleted; they are
replaced by the following new Section 7A:
"7A. OBLIGATIONS OF THE COMPANY AND THE EMPLOYEE IN THE EVENT OF A
CHANGE OF CONTROL
"(a) Upon and following a Change of Control of the Company (as defined in Section 7A(b) hereof), the rights
and obligations of the Employee and the Company shall not be governed by this Agreement, but shall be as
provided in the Change of Control Agreement between the Employee and the Company dated effective October
1, 1999 and any amendments thereto or any subsequent change of control agreement between the Employee and
the Company (including any rights or obligations in this Agreement which are specifically incorporated by
reference therein). Upon the occurrence of a Change of Control, the term of the Agreement shall end, and the
provisions of the Agreement (including, without limitation, the Employee's covenant not to compete) shall be null
and void, and of no further force and effect, except that compensation, benefit and
indemnification obligations accrued by the Company with respect to the Employee prior to the Change of Control
and during the term of the Agreement shall remain valid and enforceable.
"(b) Change of Control. As used in this Section 7A, 'Change of C