AMENDED AND RESTATED TIDEWATER INC. EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN

EXHIBIT 10.34

AMENDED AND RESTATED

TIDEWATER INC.

EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN

The primary objective of the Tidewater Inc. Executive Officer Annual Incentive Plan (the “Executive Incentive Plan” or the “Plan”) is to reward Tidewater’s executive officers for their assistance in helping Tidewater Inc. (the “Company”) achieve its financial and operating goals for the fiscal year. The Plan links a significant element of variable annual compensation to the accomplishment of these goals.

The Compensation Committee of the Board of Directors established this Plan to maximize Tidewater’s deduction under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), provided that such actions are consistent with its philosophy and in the best interest of Tidewater and its shareholders. At the Company’s 2002 Annual Meeting of Stockholders, the stockholders approved the material terms of the performance goals applicable to the Plan in order to qualify amounts paid as performance-based compensation under Section 162(m). The stockholders will be asked to reapprove the performance goals at the 2008 Annual Meeting of Stockholders in accordance with the requirements of Section 162(m). Notwithstanding the provisions of Section 162 (m), the Compensation Committee may award compensation outside of the Plan that is not fully tax deductible, if the Compensation Committee determines that such award is consistent with its philosophy and in the best interest of Tidewater and its stockholders.

The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company; provided that all of the members of the Compensation Committee qualify as “outside directors” under Section 162(m). If all of the members do not so qualify, the Plan shall be administered by a special subcommittee of the Compensation Committee, all of the members of which qualify as “outside directors” under Section 162(m). The term “Committee” shall be used herein to refer to the committee that is currently authorized to administer the Plan. The authority of the Committee shall include, in particular, authority to:

The Committee may use its discretion to reduce, but not to increase, the bonus amount payable to a participant under the Plan formula.

As Amended through January 30, 2008

The Plan concept for fiscal 2007 and for future years focuses upon Tidewater’s performance in the areas of economic value added (“EVA”) performance and safety performance.

Eligibility for participation in the Plan is limited to those executive officers who have a potential to earn compensation in excess of $1,000,000. The specific executive officers who will participate in the Plan will be reviewed and determined annually by the Committee no later than June 29 of each fiscal year. The Committee has determined that the participants in this Plan and in the Company’s Management Annual Incentive Plan shall constitute the “specified employees” of the Company under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (“Section 409A”).

The performance goals approved by the Company’s stockholders under which a bonus may be paid for any fiscal year shall be any or a combination of the following: earnings per share, return on assets, an economic value added measure, shareholder return, earnings, stock price, return on equity, return on total capital, safety performance, reduction of expenses or increase in cash flow of the Company, a division of the Company or a subsidiary. For any performance period, such performance goals may be measured on an absolute basis or relative to a group of peer companies selected by the Committee, relative to internal goals or relative to levels attained in prior years.

The Committee has designed an annual bonus program for fiscal 2007 and future years that will be based upon economic value added and safety performance.

By June 29 of each fiscal year, the Committee will specify target incentive awards for each participant. These amounts are determined based upon each eligible participant’s base salary multiplied by the target percent associated with the participant’s position within the Company. This percentage increases or decreases based upon performance above or below the target. The annual award to a participant under this Plan may not exceed $2 million.

The bonus pool is equal to the aggregate of the percentage of salary bonus amounts set by the Committee for all participants and applied to Company performance. The target bonus pool for participants based on a percentage of salary is funded as follows:

75% of bonus is generated and declared based on EVA performance; and

25% of bonus is based upon satisfaction of Total Reported Incident Rate safety objectives.

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At EVA and safety performance levels above and below the target levels, the 75%/25% relationship will change. The 25% safety component can be increased by up to 150% of target for exceptional safety performance.

The performance criteria described below will be used to determine annual bonus amounts. No later than June 29 of each fiscal year, the economic value added and safety performance goals for that fiscal year will be established by the Compensation Committee in writing or will be reflected in minutes of a Compensation Committee meeting.

Certain adjustments to NOPAT will be made in determining EVA. Accordingly, the following items reported in the Company’s consolidated statement of earnings will be added to or subtracted from NOPAT as reported in order to determine EVA for purposes of the Plan:

The EVA target for the first three years of Plan bonuses is set at $5 million additional EVA per year, but may be changed by the Committee for a future fiscal year in its discretion within the first 90 days of such fiscal year.

In order to limit volatility in annual bonus payouts and to tie payouts to sustainable value creation, a bonus bank mechanism applies to the portion of the bonus based upon EVA and paid through the Plan.

The materials presented to the Committee by Stern Stewart & Co. at the Committee meeting held March 29, 2006 (the “Stern Stewart Materials”) provide examples of the calculation of the declared EVA portion of the bonus under various scenarios. Any declared EVA bonus is credited to a participant’s personal bonus bank account each year, with payout of the lesser of the declared EVA portion or 150% of the target bonus, and one-third of any net positive bank balance paid out. The remaining two-thirds of the bonus bank is held at risk.

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In a year in which EVA bonus declared is a negative number, this negative amount determined according to the Stern Stewart Materials is deducted from the bonus bank.

Residual amounts, including negative balances, are banked forward to be credited or debited against future declared bonus amounts. If a negative balance is more than half of a future positive declaration, one-third of the negative balance will be deducted against the positive declaration in that year, with the remaining negative balance carried forward to subsequent years. If a negative balance is less than half of a future positive declaration, the entire negative balance will be deducted in that period. Negative balances shall not be held as claims against employees who leave the payroll for any reason.

Non-job related deaths will not count toward the TRIR. A TRIR below a certain level will entitle a participant to a safety payment in an amount that is greater than 25% of the pool funding amount and which may be up to 150% of 25% of the target pool funding amount. Pro rating will be permitted. The safety performance portion of the Plan operates independently from the EVA portion and the EVA bonus bank does not impact the payout based upon safety performance.

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A participant is deemed to have “Retired” for purposes of the Plan, if the participant’s employment terminates, other than as a result of a termination by the Company for Cause, at age 55 or later with at least ten years of service with the Company or at age 65 or later with at least five years of service with the Company.

“Cause” for purposes of this Plan shall be determined in the sole discretion of the Board of Directors of the Company and shall mean:

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For purposes of this provision, no act or failure to act, on the part of the participant, shall be considered “willful” unless it is done, or omitted to be done, by the participant in bad faith or without reasonable belief that the participant’s action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of a senior officer of the Company or its affiliates or based upon the advice of counsel for the Company or its affiliates shall be conclusively presumed to be done, or omitted to be done, by the participant in good faith and in the best interests of the Company or its affiliates.

Awards will be paid in cash no later than the June 15 following the end of the fiscal year for which the award is earned, unless deferred by a participant under a separate benefit plan of the Company. The payment of any positive bonus bank balance upon termination of employment shall be made as provided in Article IX.

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EXECUTED effective as of the 30^th day of January, 2008.

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