SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EXHIBIT 10.2

TIDEWATER INTERNATIONAL

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

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TIDEWATER INTERNATIONAL

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS , Tidewater Crewing Limited (“ Tidewater Crewing ” or “ Employe r” with respect to Eligible Employees of Tidewater Crewing) and Tidewater Marine North Sea Limited (“ Tidewater North Sea ” or “ Employer ” with respect to Eligible Employees of Tidewater North Sea) adopted this nonqualified unfunded plan known as the Tidewater International Supplemental Executive Retirement Plan (“ Plan ”), effective as of November 1, 2003;

WHEREAS , the Plan was adopted to provide a hypothetical pension plan benefit to a select group of management or highly compensated employees equal to the benefits that such employees would have received if eligible for the Tidewater Pension Plan (“ Pension Plan ”) without regard to Internal Revenue Code of 1986 (“ Code ”) limitations reduced for such executives’ benefit under the Tidewater Multi-National Pension Plan, the UK defined contribution plan or any other private pension plan sponsored by such executive’s employer (such Employer plans collectively referred to herein as the “ Foreign Pension Plan ”);

WHEREAS , nonqualified deferred compensation plans must be amended to comply with Code Section 409A by December 31, 2008; however, pursuant to Section 1.409A-1(b)(8)(ii) of the treasury regulations, adopted on April 10, 2007, this Plan is not subject to Code Section 409A if the compensation under this Plan would not have been includible in the Participant’s gross income for Federal tax purposes pursuant to Code Section 872 (generally covering certain compensation earned by nonresident alien individuals) if it had been paid to the Participant at the time that the legally binding right to the compensation first arose or, if later, the time that the legally binding right was no longer subject to a substantial risk of forfeiture and the Participant was a nonresident alien at such time; notwithstanding, if a Participant becomes subject to such Federal tax laws at a future date, this Plan must comply with Code Section 409A;

WHEREAS , the Plan is restated effective January 1, 2008, unless stated otherwise, as follows:

ARTICLE 1: PURPOSE OF THE PLAN

The Employers intend and desire by the adoption of this Plan to recognize the value to the Employers of past and present services of certain Eligible Employees and to encourage and assure their continued service with the Employer by making more adequate provision for their future retirement security.

ARTICLE 2: THE PENSION PLAN

The Pension Plan, whenever referred to in this Plan, shall mean the Tidewater Pension Plan, as amended, as it exists as of the date any determination is made of benefits payable under this Plan. All terms used in this Plan shall have the meanings assigned to them under the provisions of the Pension Plan, unless otherwise qualified by the context. Any ambiguities or gaps in this Plan shall be resolved by reference to the Pension Plan document.

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ARTICLE 3: ADMINISTRATION

This Plan shall be administered by the Compensation Committee of Tidewater Inc. (the “Company”) Board of Directors, the Employee Benefits Committee, and the Board of Directors of Tidewater Inc. which shall administer this Plan in a manner consistent with their duties of administration of the Pension Plan. Each of these governing bodies shall have full power and authority to interpret, construe and administer this Plan in accordance with their respective duties under the Pension Plan, and a governing body’s interpretations and constructions hereof and actions hereunder, including the timing, form, amount or recipient of any payment to be made hereunder, within the scope of its authority, shall be binding and conclusive on all persons for all purposes. No member of a governing body shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan, unless attributable to his own willful misconduct or lack of good faith. Each administrator shall be fully indemnified as provided in the Pension Plan. A member of a governing body shall not participate in any action or determination regarding his own benefits hereunder.

ARTICLE 4: ELIGIBILITY

An Employee eligible to participate in the Plan must be employed by one of the Employers and serve as an officer of the Company. (the “Eligible Employee”). However, such Employee is excluded if he is a U.S. citizen or resident alien.

An Eligible Employee who ceases to be an Eligible Employee because of a change in his status as an officer shall have benefits under this Plan frozen as of the date he ceases to be an officer, and his benefits shall be paid as provided in Article 7, 8 or 10. Notwithstanding the foregoing, the Company’s Board of Directors or the Compensation Committee of the Company’s Board of Directors may, in its discretion, determine to increase benefits hereunder, credit an Eligible Employee with an additional period of service hereunder, accelerate the time or times of payment of benefits hereunder or change the date (but not retroactively) on which benefits cease to accrue for an Employee or terminating Employee.

ARTICLE 5: AMOUNT OF SUPPLEMENTAL PENSION BENEFIT

FOR ELIGIBLE EMPLOYEES OF TIDEWATER CREWING

Unless otherwise determined by the Company’s Board of Directors or the Company’s Compensation Committee under Article 4, the amount of supplemental pension benefit shall be:

(a) The supplemental pension benefit payable to an Eligible Employee or his Beneficiary or Beneficiaries under this Plan shall be the actuarial equivalent (based on the definition of this term in Section 1.02 of the Pension Plan of the excess, if any, of (i) over (ii) as described below:

(i) the benefit which would have been payable to such Eligible Employee or on his behalf to his Beneficiary or Spouse, as the case may be, determined as a monthly single life annuity under the Pension Plan, if such Eligible Employee had been eligible to participate in the Pension Plan as of the date hired by the Employer, treating compensation with Company and Employer as if earned within the United States and subject to Social Security and determining such benefit without regard to either the maximum amount of retirement income

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limitations of Section 415 of the Code, or the maximum compensation limitation of Section 401(a)(17) of the Code,

(ii) the benefit which is in fact payable to such Eligible Employee or on his behalf to his Beneficiary or Spouse under the Tidewater Multi-National Pension Plan;

(b) The computation in paragraph (i) above shall be made as though the factor, 0.85%, in Section 5.01(b)(1) of the Pension Plan were 1.35%.

(c) The computation in paragraph (i) above shall be made as to take into account any change authorized by the Company’s Board of Directors or the Company’s Compensation Committee as permitted in Article 4 hereof. The computation shall also be made as though the Employee’s service, determined under the service provisions of the Pension Plan, included the service prior to a break in service lost under such Pension Plan as a result of a break in service. After an Employee becomes an Eligible Employee, he may request the Company to provide him with a written statement of the number of years of service lost under the terms of the Pension Plan. If the Eligible Employee disagrees with the Company’s determination, he immediately shall contest it through the Plan’s Appeal Procedure referenced in Article 17, below. In the absence of the Eligible Employee’s timely request and objection, the Company’s determination shall become fixed.

(d) Supplemental pension benefits payable under this Plan to any Eligible Employee shall be computed in accordance with the foregoing, provided the Eligible Employee has met the vesting requirements of the Pension Plan, with the objective that such Eligible Employee should receive under this Plan the total amount which would have been payable to that Eligible Employee solely under the Pension Plan (as enriched by (b) and (c)).

ARTICLE 6: AMOUNT OF SUPPLEMENTAL PENSION BENEFIT

FOR ELIGIBLE EMPLOYEES OF TIDEWATER NORTH SEA

Unless otherwise determined by the Company’s Board of Directors or Company’s Compensation Committee under Article 4, the amount of supplemental pension benefit shall be:

(a) The supplemental pension benefit payable to an Eligible Employee or his beneficiary or Beneficiaries under this Plan shall be the actuarial equivalent (based on the definition of this term in Section 1.02 of the Pension Plan) of the excess, if any, of (i) over (ii) as described below:

(i) the benefit which would have been payable to such Eligible Employee or on his behalf to his beneficiary or spouse, as the case may be, determined as a monthly single life annuity under the Pension Plan, if such Eligible Employee had been eligible to participate in the Pension Plan as of the date hired by the Employer, treating compensation with Company and Employer as if earned within the United States and subject to Social Security, and determining such benefit without regard to either the maximum amount of retirement income limitations of Section 415 of the Code, or the maximum compensation limitation of Section 401(a)(17) of the Code,

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(ii) the Eligible Employee’s hypothetical UK private executive pension plan (the “UK Plan”) benefit based on a monthly single life annuity. In determining such benefit both the Code Section 401(a)(17) compensation limit and Code Section 415 maximum benefit limit apply. The amount is determined by starting with the Eligible Employee’s actual UK Plan account balance attributable to contributions since employed with the Employer as of the date he becomes an officer with increases based upon the following assumption through the payment date:

(b) The computation in paragraph (i) above shall be made as though the factor, 0.85%, in Section 5.01(b)(1) of the Pension Plan were 1.35%.

(c) The computation in paragraph (i) above shall be made as to take into account any change authorized by the Company’s Board of Directors or the Company’s Compensation Committee as permitted in Article 4 hereof. The computation shall also be made as though the Employee’s service, determined under the service provisions of the Pension Plan, included the service prior to a break in service lost under such Pension Plan as a result of a break in service.

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(d) Supplemental pension benefits payable under this Plan to any Eligible Employee who is not eligible for benefits under the Pension Plan shall be computed in accordance with the foregoing, provided the Eligible Employee has met the vesting requirements of the Pension Plan, (with the objective that the Eligible Employee should receive under this Plan and the UK Plan the total amount which would have been payable to that recipient solely under the Pension Plan (as enriched by (b) and (c)).

ARTICLE 7: PAYMENT OF SUPPLEMENTAL PENSION BENEFIT

7.1 Time and Form of Payout . Except as provided in Articles 4, 7, or 10 or unless the Participant elects otherwise under this Article 7.1, if a Participant terminates employment after completing 10 years of Vesting Service (as defined in the Pension Plan), the Participant’s supplemental pension benefit payable under the Plan (the “Plan Benefit”) shall commence on the later of (a) the first day of the seventh month following the Participant’s Termination Date or (b) age 55. If a Participant terminates employment before completing 10 years of Vesting Service, the Participant’s Pension Benefit shall commence on the later of (a) the first day of the seventh month following the Participant’s Termination Date or (b) his Normal Retirement Date (as defined in the Pension Plan and as determined on the Participant’s Termination Date). The payment commencement date for the Part