Amended and Restated Supplemental International Executive Retirement Plan


 EXHIBIT 10.5 
  
 AMENDMENT TO THE TIDEWATER INTERNATIONAL 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 PREAMBLE 
 Tidewater Crewing Limited (“Tidewater Crewing” or the “Employer” with respect to Eligible Employees of Tidewater
Crewing) and Tidewater Marine North Sea Limited (“Tidewater North Sea” or the “Employer” with respect to Eligible Employees of Tidewater North Sea) adopted a nonqualified unfunded plan known as the Tidewater International
Supplemental Executive Retirement Plan (“Plan”), effective as of November 1, 2003. The Plan document has been amended since its adoption, and was restated most recently effective January 1, 2008. On December 10, 2008, the
Compensation Committee of Tidewater’s Board of Directors authorized an amendment to the Plan document to provide for a lump-sum payment option generally and for a lump sum payment option on July 1, 2009 for Participants who have terminated
employment with the Employers. Pursuant to the power of the Employers to amend the Plan document, as provided in Article 10 thereof, the Plan document is hereby amended as provided herein. 
 I. 
 Effective December 10, 2008, the third paragraph of
Section 7.1 of the Plan document shall be amended to read in its entirety as follows: 
 The Plan Benefit will be paid in
the form of a single life annuity or, if married, in the form of a 50% joint and survivor annuity, unless a different form is elected. The different forms include the forms available under the Pension Plan, as well as a lump-sum benefit. 

The lump sum benefit will be calculated using actuarial factors set forth in the Pension Plan, except that the interest rate used for
the purpose of computing a lump sum payment shall be the 10-year Treasury constant maturity rate published in the month prior to the month in which the distribution is payable, plus 225 basis points. 
 II. 
 Effective
December 10, 2008, a new section 7.5 shall be added to the Plan document, to read as follows: 
  

	 	7.5	 One-Time Lump Sum Payment Option.  


  

	 	(a)	 Each Participant who as of December 10, 2008 has earned a benefit under the Plan but is no longer an Employee of an Employer (an “Eligible
Participant”) shall have a one-time option during the period beginning on December 10, 2008 and ending December 31, 2008 (“Election Window”) to elect to receive a lump sum payment on July 1, 2009, representing the
Eligible Participant’s entire interest in the Plan. 


  

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	 	(b)	 This one-time lump sum benefit will be calculated as stated in the Pension Plan, except that the interest rate used for the purposes of computing a lump sum
payment shall be the 10 year Treasury constant maturity rate published in June 2009, plus 225 basis points. 


  

	 	(c)	 The Eligible Participant must make the lump-sum-payment election during the Election Window by completing the lump sum option on an election form, dating and
signing the form and delivering it to the Company during the Election Window. If the Eligible Participant is receiving benefits on December 10, 2008, and has a survivor annuity form of payment, the survivor annuitant must also consent to the
lump sum payment election on the form. If the election form is not returned by the Eligible Participant during the Election Window or if the Eligible Participant does return the form but does not properly elect on the form to receive a lump sum
payment, the Eligible Participant will only be eligible to receive in the future or to continue receiving, as the case may be, annuity based payments under the Plan. As of December 31, 2008, the election made (or the failure to make an
election) by the Eligible Participant (and spouse or other joint annuitant, if applicable) is final and binding on and irrevocable and unamendable by the Eligible Participant, his estate, successors, beneficiaries and survivor annuitants, and may
not be changed. 


  

	 	(d)	 If an Eligible Participant who is receiving annuity payments as of December 10, 2008 elects to receive a lump sum payment during the Election Window, the
annuity payments will continue to the Participant, or the Participant’s survivor annuitant, if any, through the June 2009 payment. The annuity payments will thereafter cease. 


  

	 	(e)	 If an Eligible Participant elects during the Election Window to take a lump sum payment, the lump sum payment will be made on July 1, 2009 to the Eligible
Participant or, if the Eligible Participant dies before July 1, 2009, the lump sum payment will be made to the Participant’s survivor annuitant, if any, or the Participant’s beneficiaries. 


 [Signatures on following page] 
  

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 EXECUTED this
             day of December , 2008. 
  

			
	TIDEWATER CREWING LIMITED
		
	By:	 	/s/ Bruce D. Lundstrum
		 	 Bruce D. Lundstrum
 Vice
President



  
  
  

	
	ATTEST:
	
	  
	 Secretary
 (Corporate Seal)


 EXECUTED this
             day of December , 2008. 
  

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



  

	
	ATTEST:
	
	  
	 Secretary
 (Corporate Seal)


  

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