EXHIBIT INDEX
Exhibit
No. Description
4.1* Restated Certificate of Incorporation of the
Company as filed with the Secretary of State of
Delaware on March 15, 1989, effective March 16,
1989. (Incorporated herein by this reference to
Exhibit 3(i).1 of the Registrant's Annual Report
on Form 10-K for the year ended December 31,
1993.)
4.2* Certificate of Amendment of the Restated
Certificate of Incorporation of the Company as
filed with the Secretary of State of Delaware on
May 11, 1990. (Incorporated herein by this
reference to Exhibit 3(i).2 of the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993.)
4.3* Certificate of Correction of the Restated
Certificate of Incorporation of the Company as
filed with the Secretary of State of Delaware on
September 25, 1990. (Incorporated herein by this
reference to Exhibit 3(i).3 of the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993.)
4.4* Certificate of Amendment of the Restated
Certificate of Incorporation of the Company as
filed with the Secretary of State of Delaware on
May 11, 1992. (Incorporated herein by this
reference to Exhibit 3(i).4 of the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993.)
4.5* Certificate of Amendment of the Restated
Certificate of Incorporation of the Company as
filed with the Secretary of State of Delaware on
May 12, 1994. (Incorporated herein by this
reference to Exhibit 4.5 of the Registrant's
Registration Statement on Form S-3 (No. 33-
53691) filed with the SEC on May 18, 1994.)
4.6* By-laws of the Company as amended through
February 23, 1999. (Incorporated herein by this
reference to Exhibit 3(ii).2 of the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1998.)
4.7* Global Marine Inc. 1989 Stock Option and
Incentive Plan. (Incorporated herein by this
reference to Exhibit 10.6 of the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1988.)
4.8* First Amendment to Global Marine Inc. 1989 Stock
Option and Incentive Plan. (Incorporated herein
by this reference to Exhibit 10.6 of the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1990.)
4.9** Second Amendment to Global Marine Inc. 1989
Stock Option and Incentive Plan.
4.10* Form of Stock Option Agreement pertaining to
Options granted May 10, 1989 under the 1989
Stock Option and Incentive Plan. (Incorporated
herein by this reference to Exhibit 28.3 of the
Registrant's Registration Statement on Form S-8
(No. 33-32088).)
4.11* Form of Incentive Stock Option Agreement for
general use under the 1989 Stock Option and
Incentive Plan. (Incorporated herein by this
reference to Exhibit 28.4 of the Registrant's
Registration Statement on Form S-8 (No. 33-
32088).)
4.12* Form of Stock Option Agreement for general use
under the 1989 Stock Option and Incentive Plan
(Non-Qualified Stock Options). (Incorporated
herein by this reference to Exhibit 28.5 of the
Registrant's Registration Statement on Form S-8
(No. 33-32088).)
4.13* Third Amendment to Global Marine Inc. 1989 Stock
Option and Incentive Plan. (Incorporated herein
by this reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-8
(No. 33-63326) filed with the SEC on May 26,
1993.)
4.14* Fourth Amendment to Global Marine Inc. 1989
Stock Option and Incentive Plan. (Incorporated
herein by this reference to Exhibit 10.16 of the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994.)
4.15* Fifth Amendment to Global Marine Inc. 1989 Stock
Option and Incentive Plan. (Incorporated herein
by this reference to Exhibit 10.1 of the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996.)
4.16* Sixth Amendment to Global Marine Inc. 1989 Stock
Option and Incentive Plan. (Incorporated herein
by this reference to Exhibit 10.18 of the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996.)
4.17** Global Marine Inc. 1990 Non-Employee Director
Stock Option Plan.
4.18** Form of Stock Option Agreement for general use
under the 1990 Non-Employee Director Stock
Option Plan.
5.1** Opinion of Mr. John G. Ryan, Senior Vice
President, General Counsel and Secretary of
Global Marine Inc.
15.1 Letter of PricewaterhouseCoopers LLP regarding
Awareness of Incorporation by Reference.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2** Consent of Mr. John G. Ryan (included in Exhibit
5.1).
24.1 Powers of Attorney (included on the signature
page of this Registration Statement).
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* Incorporated herein by reference as indicated.
** Previously filed.
