-68-  * Filed herewith.  + Indicates a management contract or compensatory plan or arrangement.  10.33+  Amendment No.1 to Amended and Restated Change of Control Agreement between Tidewater  Inc. and Dean Taylor dated effective as of June 1, 2008 (filed with the Commission as Exhibit  10.2 to the company's quarterly report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-6311).  10.34+  Amended and Restated Change of Control Agreement between Tidewater Inc. and Stephen  Dick dated effective as of June 1, 2008 (filed with the Commission as Exhibit 10.3 to the  company's quarterly report on Form 10-Q for the quarter ended September 30, 2008, File No.  1-6311). 10.35+  Amended and Restated Change of Control Agreement between Tidewater Inc. and Jeffrey Platt  dated effective as of June 1, 2008 (filed with the Commission as Exhibit 10.4 to the company's  quarterly report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-6311).  10.36+  Amended and Restated Change of Control Agreement between Tidewater Inc. and Joseph  Bennett dated effective as of June 1, 2008 (filed with the Commission as Exhibit 10.5 to the  company's quarterly report on Form 10-Q for the quarter ended September 30, 2008, File No.  1-6311). 10.37+  Amended and Restated Change of Control Agreement between Tidewater Inc. and Bruce D.  Lundstrom dated effective as of July 31, 2008 (filed with the Commission as Exhibit 10.6 to the  company's quarterly report on Form 10-Q for the quarter ended September 30, 2008, File No.  1-6311). 10.38+  Change of Control Agreement between Tidewater Inc. and Quinn P. Fanning dated effective as  of July 31, 2008 (filed with the Commission as Exhibit 10.7 to the company's quarterly report on  Form 10-Q for the quarter ended September 30, 2008, File No. 1-6311).  10.39+  2009 Stock Incentive Plan (filed as Exhibit 99.1 to the company’s current report on Form 8-K on  July 10, 2009, File No. 1-6311).  10.40+  Form of Indemnification Agreement entered into with each member of the Board of Directors,  each executive officer and the principal accounting officer (filed as Exhibit 99.1 to the  company’s current report on Form 8-K on December 15, 2009, File No. 1-6311).  10.41*+  Form of Stock Option and Restricted Stock Agreement for the Grant of Incentive Stock Options,  Non-Qualified Stock Options and Restricted Stock Under the Tidewater Inc. 2009 Stock  Incentive Plan.  21*  Subsidiaries of the company. 23*  Consent of Independent Registered Accounting Firm – Deloitte & Touche LLP. 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities  Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities  Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  32.1* Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 