FIRST AMENDMENT TO GLOBAL INDUSTRIES, LTD. MANAGEMENT INCENTIVE PLAN

Exhibit 10.2

FIRST AMENDMENT
TO
GLOBAL INDUSTRIES, LTD.
MANAGEMENT INCENTIVE PLAN

     The Global Industries, Ltd. Management Incentive Plan (the “Plan”) is hereby amended as follows (terms not otherwise defined herein have the meaning ascribed to them in the Plan):

     1. Section 10.2 shall be amended by adding to the end of such section a sentence that reads as follows: “This right shall supersede any existing employment arrangements or agreements.”

     2. Section 11.2(b)(aa) of the Plan shall be amended to read as follows:

     “(aa) any person (within the meaning of Section 13(d)(3) or 14(d) under the Exchange Act, including any group (within the meaning of Section 13(d)(3) under the Exchange Act), a “Person”) except an underwriter or group of underwriters in connection with a public offering of the Common Stock, is or becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), d