Amendment Number Two to the Retirement Plan




 EXHIBIT 10.42 
 AMENDMENT NUMBER TWO 
 TO THE 
 TIDEWATER INTERNATIONAL SUPPLEMENTAL 
 EXECUTIVE RETIREMENT PLAN 
 WHEREAS, Tidewater Crewing Limited (“Tidewater Crewing” or the “Employer” with respect to Eligible Employees of Tidewater Crewing
Limited) and Tidewater Marine North Sea Limited (“Tidewater North Sea” or the “Employer” with respect to Eligible Employees of Tidewater Marine North Sea Limited) sponsor the Tidewater International Supplemental Executive
Retirement Plan (the “Plan”); 
 WHEREAS, the Plan was adopted effective November 1, 2003. The Plan has been amended from time to
time, most recently restated effective January 1, 2008, and further amended on December 10, 2008; and 
 WHEREAS, the Employers wish
to amend the Plan to make certain changes to the manner in which the plan is administered; 
 NOW, THEREFORE, the Employers hereby amend the
Plan, effective January 22, 2009, as follows: 
 I. 
 Article 3, Administration, is amended and restated to read as follows: 
 This Plan shall be administered by the Employee Benefits
Committee (the “Employee Benefits Committee” or the “Committee”). The respective powers and obligations of the Employee Benefits Committee, the Board of Directors of the Company (the “Board of Directors”) and the
Compensation Committee of the Board of Directors (the “Compensation Committee”) are the same as those set forth in the Pension Plan document, but modified to take into account that this Plan is an unfunded plan for highly-compensated
employees. Subject to the terms of this Article 3, the Employee Benefits Committee shall have full power and authority to interpret, construe and administer this Plan, and such 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. The Company may purchase fiduciary insurance covering officers, directors and employees. A member of the Employee Benefits Committee shall not participate in any action or determination regarding his own benefits hereunder. Any
action or determination that affects in a substantive manner the benefits of participants shall be submitted to the Compensation Committee for approval. 
  

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 II. 
 The second sentence of the second paragraph in Article 4, Eligibility, shall be amended to read as follows: 
 Notwithstanding the foregoing, the Compensation Committee 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. 
 III. 
 The first clause of Article 5, Amount of Supplemental Pension Benefit for Eligible Employees of Tidewater Crewing,
shall be amended to read as follows: 
 Unless otherwise determined by the Compensation Committee under Article 4, the amount of supplemental
pension benefit shall be: 
 IV. 
 The first sentence of Article 5(c), Amount of Supplemental Pension Benefit for Eligible Employees of Tidewater Crewing, shall be amended to read as follows: 
 The computation in paragraph (i) above shall be made as to take into account any change authorized by the Compensation Committee as permitted in
Article 4 hereof. 
 V. 
 The
first clause of Article 6, Amount of Supplemental Pension Benefit for Eligible Employees of Tidewater North Sea, shall be amended to read as follows: 
 Unless otherwise determined by the Compensation Committee under Article 4, the amount of supplemental pension benefit shall be: 
 VI. 
 The first sentence of Article 6(c), Amount of Supplemental Pension Benefit for Eligible Employees
of Tidewater North Sea, is amended to read as follows: 
 The computation in paragraph (i) above shall be made as to take into
account any change authorized by the Compensation Committee as permitted in Article 4 hereof. 
 VII. 
 The first clause of the second paragraph of Article 7.1, Time and Form of Payout, is amended to read as follows: 
 Notwithstanding, a Participant may elect on a form provided by the Employee Benefits Committee, 
  

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 VIII. 
 Article 10, Amendment and Discontinuance, is amended to add an additional paragraph as follows: 
 The
Compensation Committee must approve any amendment to the Plan that is a material substantive amendment. Amendments that are not material substantive amendments may be approved by the Employee Benefits Committee without the necessity of Compensation
Committee approval. Whether an amendment is a material substantive amendment shall be determined by the Employee Benefits Committee; provided, however, that any amendment that would result in a material increase in the cost of the Plan to the
Employers or in the benefits provided shall be considered to be a material substantive amendment. 
 IN WITNESS WHEREOF, the parties
hereto have caused this amendment to be executed this                     , 2009. 
  

							
	WITNESSES:	 		 	TIDEWATER CREWING LIMITED
				
	  
	 		 	By:	 	 /s/    Bruce D. Lundstrom

	  
  
	 		 		 	 Bruce D. Lundstrom
 Vice President and
Secretary

			
		 		 	TIDEWATER MARINE NORTH SEA LIMITED
				
		 		 	By:	 	 /s/    Dean Taylor

		 		 		 	Dean Taylor, Director

  

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