Amendment No. 1 to Change of Control Agreement between Tidewater Inc. and William C. O'Malley

Summary

This amendment updates the Change of Control Agreement between Tidewater Inc. and employee William C. O'Malley. Effective September 27, 2000, it revises the definition of "Employment Agreement" to refer to the agreement between the company and the employee dated September 27, 2000, including any future amendments. The amendment is signed by both parties and formalizes this change to the original agreement.

EX-10.(B) 3 0003.txt AMENDED AND RESTATED CHANGE OF CONTROL Exhibit 10(b) AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT The Change of Control Agreement between Tidewater Inc., a Delaware corporation (the "Company"), and William C. O'Malley (the "Employee") effective as of October 1, 1999 (the "Agreement") is hereby amended, effective as of September 27, 2000, as follows: The definition of "Employment Agreement" in Section 1.8 of the Agreement shall be amended to read as follows: 1.8 Employment Agreement. "Employment Agreement" shall mean the Employment Agreement between the Company and the Employee effective as of September 27, 2000, as amended from time to time. TIDEWATER INC. Date of Execution: Oct. 12, 2000 By: /s/ Robert H. Boh --------------------- ------------------------------ Robert H. Boh Director and Chairman of the Compensation Committee of the Board of Directors EMPLOYEE: Date of Execution: Oct. 16, 2000 /S/ William C. O'Malley --------------------- ----------------------------------- Name: William C. O'Malley