EMPLOYEES' SUPPLEMENTAL SAVINGS PLAN

EXHIBIT 10.3

TIDEWATER

EMPLOYEES’ SUPPLEMENTAL SAVINGS PLAN

TABLE OF CONTENTS

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TIDEWATER

EMPLOYEES’ SUPPLEMENTAL SAVINGS PLAN

PREAMBLE

WHEREAS , Tidewater Inc., a Delaware corporation (the “Company”) maintains the Tidewater Employees’ Supplemental Savings Plan (the “Plan”), the provisions of which are at present expressed in a plan document effective November 1, 1987, and amendments thereto effective January 1, 1993, January 1, 1995, October 1, 1997, restated October 1, 1999 and amended February 1, 2007;

WHEREAS, each Participant’s vested account balance as of December 31, 2004, plus any earnings with respect to those amounts, was “grandfathered” under Code Section 409A until the Plan was materially modified on February 1, 2007 to provide for a mandatory lump-sum payout of Plan benefits upon a Change of Control of the Company, as defined in Treasury Regulation Section 1.409A-3(i)(5);

WHEREAS , the Plan has been in reasonable, good faith compliance with Code Section 409A since January 1, 2005 and this document is restated to comply with the final Treasury Regulations under Code Section 409A and to make certain other changes, effective January 1, 2008, unless an earlier effective date is stated; and

NOW, THEREFORE , the Plan is hereby restated to read in its entirety as follows:

ARTICLE 1: PURPOSE

Some Company employees participating in the Savings Plan can make only a portion of the Salary Deferral Contributions that the Savings Plan would allow because of the limitations contained in Sections 401(a)(17), 401(k), 401(m) and 402(g) of the Code (the “Limitations”).

The purposes of this Plan are (i) to provide a mechanism for certain employees of the Company to defer the portion of their Compensation which cannot be deferred because of the Limitations, (ii) to provide for an employer contribution match for such supplemental salary deferrals, (iii) to permit a defer of an amount equal to an amount that will be returned or distributed from the Savings Plan due to discrimination testing, (iv) to provide a mechanism to defer a portion of such employees’ annual incentive bonus (“Annual Bonus”) and (v) to establish a non-qualified trust (the “Trust”) to provide a means for funding the benefits of the Participants under the Plan, under which Company and its creditors retain such rights as to defer the taxation of all benefits until actually received by the Participants and/or their Death Beneficiaries.

Since the Plan (other than the Annual Bonus deferral) is intended to supplement the Savings Plan, any ambiguities or gaps in this Plan shall be resolved by reference to the Savings Plan document, as amended, but only if consistent with the purposes set forth in this Article and only if consistent with Code Section 409A, applicable Treasury Regulations and related guidance

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by the Secretary of the Treasury. If any provision of this Agreement is capable of being interpreted in more than one manner, then to the extent feasible, the provision shall be interpreted in a manner that does not result in an excise tax under Code Section 409A.

The Plan shall cover employees of the Company meeting the eligibility criteria set forth in Article 3.

ARTICLE 2: DEFINITIONS

2.1 All terms used in this Plan shall have the meanings assigned to them under the provisions of the Savings Plan, unless otherwise defined herein or qualified by the context.

2.2 “Affiliated Companies” means (i) the Company and (ii) all entities with which the Company would be considered a single employer under Code Sections 414(b) and 414(c), provided that in applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining whether a controlled group of corporations exists under Code Section 414(b), the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining whether trades or businesses (whether or not incorporated) are under common control for purposes of Code Section 414(c), the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2. The term “Affiliated Companies” shall be interpreted in a manner consistent with the definition of “service recipient” contained in Code Section 409A.

2.3 “Code” shall mean the Internal Revenue Code of 1986 as amended and as may be amended from time to time.

2.4 “Compensation” shall have the same meaning as it has in the Savings Plan except that the limitations imposed by Section 401(a)(17) of the Code shall not be applicable.

2.5 “Death Beneficiary” shall mean the recipient of any proceeds under the Plan in conjunction with the death of a Participant and shall be (i) the person or persons designated by the Participant on a form provided by the Committee, or (ii) in the absence of a designated Death Beneficiary, the Participant’s estate.

2.6 “Employer Contributions” refers to contributions under the Savings Plan made by the Company to match employees’ Salary Deferral Contributions.

2.7 “Plan Year” shall mean each calendar year.

2.8 “Salary Deferral Contributions” refers to contributions made pursuant to the Savings Plan by reduction of employees’ compensation.

2.9 “Savings Plan” refers to the Tidewater 401(k) Savings Plan.

2.10 “Selected Date” shall mean the date selected in a Salary Deferral Agreement, or an amendment thereto.

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2.11 “Termination Date” shall mean a termination of employment with the Company and all Affiliated Companies in such a manner as to constitute a “separation from service” as defined under Treasury Regulation Section 1.409A-1(h), for any reason other than death.

Whether a termination of employment has occurred is determined based upon facts and circumstances that indicate that the Company and Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after a certain date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period (or, if employed less than 36 months, such lesser period).

An unpaid bona fide leave of absence is disregarded in determining the average level of bona fide services during the 36 month period (or, if employed less than 36 months, such lesser period) and a paid bona fide leave is considered at a level equal to the level of services that the employee would have been required to perform to receive the compensation paid with respect to such leave.

Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Participant continues to be treated as an employee for other purposes (such as continuation of salary and participation in employee benefit programs), whether similarly situated employees have been treated consistently, and whether the Participant is permitted and realistically available, to perform services for other service recipients in the same line of business.

A Participant is presumed to have separated from service where the level of bona fide services performed decreases to a level described above. A Participant will be presumed to have not separated from service where the level of bona fide services performed continues at a level that is 50 percent or more during the immediately preceding 36-month period (or, if employed less than 36 months, such lesser period). No presumption applies to a level of service that continues at more than 20% and less than 50%. This presumption is rebuttable if a Participant must return to employment due to business circumstances, such as the termination of the employee’s replacement.

A Termination Date will not occur while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period does not exceed six months, or if longer, so long as the Participant retains the right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first day immediately following such six-month period. A 29-month period may be substituted for the six-month period for a medical leave of absence described in Treasury Regulation Section 1.409A-1(h)(i).

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2.12 “Valuation Date” shall mean the close of each Business Day. For this purpose, the term Business Day shall mean any day during which the New York Stock Exchange is open to engage in stock transactions.

ARTICLE 3: ELIGIBILITY

Every Member in the Savings Plan who is the Chief Executive Officer, President, Chief Financial Officer, a Vice President or the Corporate Controller of the Company or who is otherwise designated as eligible to participate by the Compensation Committee of the Board of Directors of the Company shall be eligible to participate in this Plan (an “Eligible Employee”). The “Deferral Percentage” is the percentage of Compensation an Eligible Employee elects to defer in his Supplemental Salary Deferral Agreement.

ARTICLE 4: DEFERRED COMPENSATION AMOUNTS

4.1 Supplemental Deferrals . An Eligible Employee can enter into a Supplemental Salary Deferral Agreement prior to the commencement of the calendar year in which it pertains. The Eligible Employee may elect to defer between 2 percent and 50 percent of his Compensation for each pay period in which the Eligible Employee’s Salary Deferral Contributions under the Savings Plan has ceased due to IRS limitations (“Supplemental Salary Deferral”). The amounts deferred shall be retained by the Company in a “Supplemental Salary Deferral Account” for the Eligible Employee.

The Eligible Employee may also elect to defer an amount equal to the amount returned or distributed from the Savings Plan in the subsequent year due to (i) discrimination testing under Section 401(k)(3) of the Code or (ii) discrimination testing under Section 401(m)(6) of the Code. The amount referred to in (i) shall be credited to Participant’s Supplemental Salary Deferral Account. The amount referred to in (ii) shall be credited to Participant’s Matching Contribution Account.

4.2 Matching Contributions . For each dollar of Supplemental Salary Deferral contributed under the Plan pursuant to the Participant’s Supplemental Salary Deferral Agreement, the Company shall deem set aside an amount (“Matching Contribution”) equal to the amount of Employer Contribution that would have been made under the Savings Plan if the Supplemental Salary Deferral had been a Salary Deferral Contribution. The Matching Contribution when combined with the matching contribution provided in Section 4.07 of the Savings Plan shall not exceed three percent of Compensation. If an Employer Contribution to the Savings Plan on behalf of a Participant is forfeited pursuant to Section 401(k)(8) or Section 401(m)(6) of the Code, such amount shall be contributed as a Matching Contribution under the Plan to the extent such Participant has so provided in his Supplemental Salary Deferral Agreement. A Matching Contribution shall not be required to the extent a returned or forfeited Employer Contribution is otherwise deemed credited to a Participant.

4.3 Annual Bonus . The Supplemental Salary Deferral Agreement may also contain an election to defer all or part of an Eligible Employee’s Annual Bonus (“Bonus Deferral”) limited to amounts earned for services provided during the fiscal year. The Bonus Deferral shall be in whole percentages of either 25 percent, 50 percent, 75 percent or 100 percent. The portion

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of each Participant’s Annual Bonus deferred pursuant to a Supplemental Salary Deferral Agreement shall be credited to such Participant’s Supplemental Salary Deferral Account.

ARTICLE 5: ACCOUNTING

5.1 Establishment of Accounts . The Committee shall establish and maintain a separate Supplemental Salary Deferral Account and Matching Contribution Account for each Participant. A Participant’s Supplemental Salary Deferral Account shall be credited with the Participant’s Supplemental Salary Deferrals, Bonus Deferrals and earnings thereon, and a Participant’s Matching Contribution Account shall be credited with the Participant’s Matching

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Contribution and the earnings thereon. The accounts shall be bookkeeping entries only and the Participant shall have no secured or vested interest in any specified assets. A Participant’s interest in the two accounts shall be referred to in the aggregate as his “Deferred Compensation Account.”

5.2 Adjusting of Accounts . The Committee shall provide to each Participant a list of investments from which a Participant can choose as a deemed investment for such Participant’s Deferred Compensation Account. A Participant’s Deferred Compensation Account shall be deemed invested in the investments selected by such Participant (provided that if no investment is selected, the Deferred Compensation Account shall be deemed invested in a balanced fund selected by the Committee). Each Participant’s Deferred Compensation Account shall be adjusted as of each Valuation Date to reflect increases or decreases in the value of such deemed investments. A Participant shall have the right to change the deemed investment of his Deferred Compensation Account and the allocation of future Supplemental Salary Deferrals, Matching Contributions and Bonus Deferrals by notice to the Committee in such form as required by the Committee. Such changes in deemed investments shall be made on the Valuation Date next following the date upon which said change was requested, or as soon thereafter as may be administratively practicable. To the greatest extent practicable, the same valuation and accounting methods shall be used as are used to recalculate the Participant’s account balances under the Savings Plan. A Participant shall have no right to compel investment of any amounts credited to Participant’s Deferred Compensation Account.

ARTICLE 6: PLAN ADMINISTRATION

This Plan shall be administered by the Compensation Committee of the Company’s Board of Directors, the Employee Benefits Committee of the Company (the “Committee”), and the Board of Directors of the Company, and their respective powers and obligations