TRMA Trico Marine Services (MM)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12

Trico Marine Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:

o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)		Amount Previously Paid:
	(2)		Form, Schedule or Registration Statement No.:
	(3)		Filing Party:
	(4)		Date Filed:

SEC 1913 (02-02)		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

Trico Marine Services, Inc.
10001 Woodloch Forest Drive, Suite 610
The Woodlands, Texas 77380

April 29, 2010

Dear Stockholders:

     On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2010 annual meeting of stockholders of Trico Marine Services, Inc. on Thursday, June 10, 2010 at Trico’s corporate offices at 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas, at 9 a.m., local time.

     Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying notice of annual meeting and proxy statement.

     At this year’s annual meeting, you will be asked to vote on the election of directors, the ratification of PricewaterhouseCoopers LLP’s appointment as Trico’s independent registered public accounting firm, the adoption of our 2010 Long-Term Incentive Plan; an amendment to our charter increasing the number of shares of our common stock that we can issue; and an amendment to our charter declassifying our Board of Directors.

     Your vote is important. We urge you to read this proxy statement carefully, and to vote by proxy for your Board’s nominees and in favor of the other proposals by marking, signing, dating, and returning the enclosed proxy card in the postage-paid envelope, whether or not you plan to attend the Annual Meeting. Instructions are on the proxy card.

     The proxy statement and the accompanying proxy card are being mailed to our stockholders on or about April 29, 2010.

     Whether you plan to attend the meeting or not, I encourage you to vote promptly so your shares will be represented at the meeting.

     Thank you for your cooperation and continued support.

		Sincerely,
		Joseph S. Compofelice
		Chairman of the Board

Trico Marine Services, Inc.
10001 Woodloch Forest Drive, Suite 610
The Woodlands, Texas 77380

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 10, 2010

To Our Stockholders:

     The 2010 annual meeting of stockholders of Trico Marine Services, Inc. will be held on Thursday, June 10, 2010 at Trico’s corporate offices at 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas, at 9  a.m., local time. At the annual meeting, stockholders will be asked to:

	1.		Elect three Class III directors to hold office until our 2013 annual meeting of stockholders and until their successors have been elected and qualified;
	2.		Ratify the appointment of PricewaterhouseCoopers LLP, certified public accountants, as our independent registered public accounting firm for the fiscal year ending December 31, 2010;
	3.		Approve the adoption of the Trico Marine Services, Inc. 2010 Long-Term Incentive Plan;
	4.		Approve an amendment to our charter increasing the number of authorized shares of our common stock;
	5.		Approve an amendment to our charter declassifying our Board of Directors; and
	6.		Consider any other business properly brought before the annual meeting.

     Our Board of Directors has fixed the close of business on April 16, 2010 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting or any postponement or adjournment thereof. A list of stockholders will be available for examination at the annual meeting and at our corporate office for the ten days prior to the annual meeting.

      STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. IF YOU ARE UNABLE TO ATTEND, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IT IS IMPORTANT THAT YOU READ THE PROXY STATEMENT AND FOLLOW THE INSTRUCTIONS ON YOUR PROXY CARD TO VOTE BY MAIL. THIS WILL ENSURE THAT YOUR SHARES ARE REPRESENTED.

      THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE AS PROVIDED IN THE PROXY STATEMENT.

		By Order of the Board of Directors,
		Rishi A. Varma
		Corporate Secretary

Houston, Texas
April 29, 2010

YOUR VOTE IS IMPORTANT:

If you hold your shares in registered name, please submit a proxy
FOR the three directors nominated by the Board of Directors in Proposal 1, FOR ratifying
PricewaterhouseCoopers as the Company’s independent registered public accounting firm in Proposal 2,
FOR approving the Trico Marine Services, Inc. 2010 Long Term Incentive Plan in Proposal 3, FOR
increasing the Company’s authorized shares in Proposal 4, and FOR declassifying the Company’s Board of
Directors by amending its charter in Proposal 5 by following the instructions on your proxy card. If you hold
your shares through a bank, broker or other custodian, you will receive a voting instruction form from your
custodian. Please instruct them to vote your shares FOR the three directors
nominated by the Board of Directors in Proposal 1, FOR ratifying PricewaterhouseCoopers as the
Company’s independent registered public accounting firm in Proposal 2, FOR approving the Trico Marine
Services, Inc. 2010 Long Term Incentive Plan in Proposal 3, FOR increasing the Company’s authorized
shares in Proposal 4, and FOR declassifying the Company’s Board of Directors by amending its charter in
Proposal 5 on the proxy card.

TABLE OF CONTENTS

LETTER TO STOCKHOLDERS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
INTRODUCTION		1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING		1
PROPOSAL 1: ELECTION OF DIRECTORS			7
EXECUTIVE OFFICERS		18
TRANSACTIONS WITH RELATED PERSONS		19
SECURITIES OWNERSHIP		22
COMPENSATION RISK DISCLOSURE		26
EXECUTIVE COMPENSATION		27
EQUITY COMPENSATION PLAN INFORMATION		51
AUDIT COMMITTEE REPORT		52
PROPOSAL 2: RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		54
PROPOSAL 3: APPROVAL OF THE TRICO MARINE SERVICES, INC. 2010 LONG-TERM INCENTIVE PLAN		55
PROPOSAL 4: APPROVAL OF THE CHARTER AMENDMENT INCREASING THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK TO 100,000,000		58
PROPOSAL 5: APPROVAL OF THE CHARTER AMENDMENT DECLASSIFYING THE BOARD OF DIRECTORS		60
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		62
INCORPORATION BY REFERENCE		62
APPENDIX A — TRICO MARINE SERVICES, INC. 2010 LONG-TERM INCENTIVE PLAN		A-1
APPENDIX B — TEXT OF PROPOSAL 4 CHARTER AMENDMENT		B-1
APPENDIX C — TEXT OF PROPOSAL 5 CHARTER AMENDMENT		C-1

 i 

Trico Marine Services, Inc.
10001 Woodloch Forest Drive, Suite 610
The Woodlands, Texas 77380

April 29, 2010

PROXY STATEMENT

INTRODUCTION

     This proxy statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of Trico Marine Services, Inc. (the “Company” or “Trico”), for use at the 2010 annual meeting of stockholders (the “annual meeting”) to be held on Thursday, June 10, 2010 at Trico’s corporate offices at 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas, at 9 a.m., local time, and any postponements or adjournments thereof. We are mailing this proxy statement and proxy card to you on or about April 29, 2010.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Q:		WHY AM I RECEIVING THIS PROXY STATEMENT?
A:		Our Board of Directors (our “Board”) is soliciting your proxy to vote at the annual meeting because you owned shares of our common stock at the close of business on April 16, 2010, the record date for the meeting, and are entitled to vote at the meeting. The proxy statement, along with a proxy card or a voting instruction form, is being mailed to stockholders beginning April 29, 2010. This proxy statement contains information relating to your vote at the annual meeting. You do not need to attend the annual meeting to vote your shares if you submit a proxy.
Q:		WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
A:		At the annual meeting, our stockholders will be asked to: (i) elect three Class III directors, (ii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010, (iii) approve the Trico Marine Services, Inc. 2010 Long-Term Incentive Plan, (iv) approve an amendment to our charter increasing the number of shares of our common stock that we are authorized to issue, (v) approve an amendment to our charter declassifying the Board, and (vi) consider any other matter that properly comes before the meeting or any postponement(s) or adjournment(s) thereof.
Q:		WHEN AND WHERE WILL THE MEETING BE HELD?
A:		The annual meeting will be held on Thursday, June 10, 2010 at Trico’s corporate offices at 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas at 9 a.m., local time. If you would like to obtain directions to be able to attend the annual meeting and vote in person, you can write to our Corporate Secretary, at Trico Marine Services, Inc., 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas 77380 or call our Corporate Secretary at (713) 780-9926.
Q:		WHO IS SOLICITING MY PROXY?
A:		Our Board is soliciting your proxy to vote at the annual meeting. By completing and returning the proxy card or voting instruction card, you are authorizing the proxy holders to vote your shares at the annual meeting as you have instructed them on the card.
Q:		HOW MANY VOTES DO I HAVE?
A:		You have one vote for every share of our common stock that you owned on the record date, unless (i) you are a non-U.S. citizen, (ii) you own Excess Shares (as defined in our charter), and (iii) your shares are subject to the limitations set forth in Article SIX, Section 2 of our charter. Trico’s charter grants the Company the authority to deny voting rights to any “Excess Shares” held by “Aliens” (meaning non-U.S. citizens, including permanent

		residents who are not U.S. citizens) so that Trico may remain eligible under the Jones Act to engage in U.S. coastwise maritime trade in the U.S. Gulf of Mexico. Excess Shares consist of shares of Trico common stock held by Aliens to the extent such shares exceed 24.99% of the total number of outstanding shares of Trico common stock. If Excess Shares exist, the shares that will be deemed to be Excess Shares will be those Alien-owned shares that the Board determines became so owned most recently. An Alien who holds shares deemed Excess Shares would not be entitled to vote the Excess Shares at the annual meeting, but would be entitled to vote any shares he or she held to the extent not deemed Excess Shares. We believe that there are no Excess Shares as of the date of this proxy statement.
Q:		HOW MANY VOTES CAN BE CAST BY ALL STOCKHOLDERS?
A:		As of the close of business on the record date, we had 19,625,918 shares of common stock outstanding (not including treasury shares, which are not entitled to vote). Accordingly, a total of 19,625,918 votes, in the aggregate, can be cast by our stockholders because there are no Excess Shares.
Q:		HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?
A:		Our Bylaws provide that a majority of the issued and outstanding shares of stock entitled to vote, present in person or represented by proxy, constitutes a quorum at a meeting of our stockholders. As of the close of business on the record date 9,812,960 shares of common stock constitute a majority of our issued and outstanding stock entitled to vote at the meeting.
Q:		HOW DO YOU DETERMINE WHETHER A SHARE IS PRESENT AT THE MEETING?
A:		A share is present at the annual meeting if the record holder of that share either votes it in person at the meeting or has properly submitted a proxy in accordance with this proxy statement authorizing the proxy holders to vote such share. In addition, abstentions and broker non-votes (see “What is a Broker Non-Vote?” below) will be counted for purposes of determining whether a quorum is present at the meeting. If any Excess Shares subject to the limitations set forth in Article SIX Section 2 of our charter existed, such Excess Shares would NOT be deemed present at the meeting.
Q:		WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?
A:		If your shares are registered directly in your name with our transfer agent, then you are considered, with respect to those shares, the “stockholder of record.” In that case, the proxy statement and proxy card is directly mailed to you by us. If your shares are held in a stock brokerage account or by a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” In that case, the proxy statement is forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by mailing the voting instruction form included in the mailing to your custodian.
Q:		WHAT IS A BROKER NON-VOTE?
A:		Under the rules that govern brokers who have record ownership of shares that they hold in street name for clients who beneficially own such shares, if a broker has not received any voting instructions from its client within the time specified by the broker, a broker may vote such shares in its discretion on “routine” matters, but may not exercise its discretion to vote such shares on “non-routine” matters. When a broker votes a client’s shares on some but not all of the proposals presented at the meeting, each non-routine proposal for which the broker cannot vote because it has not received a voting instruction from the client is referred to as a “broker non-vote.”
		We believe that (a) Proposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010, and (b) Proposal 4, the approval an amendment to our charter increasing the number of authorized shares of our common stock, are the only “routine” matters to be voted on by our stockholders at the 2010 Annual Meeting, and a broker will

		be permitted to vote its client’s shares in the broker’s discretion absent instructions from its client on Proposals 2 and 4. With respect to each of the remaining proposals (Proposals 1, 3 and 5), a broker cannot vote with respect to such proposal unless it receives voting instructions from the client.
		We urge you to provide instructions to your broker to ensure that your votes will be represented at the meeting and counted on these important matters. You should vote your shares by following the instructions provided on the voting instruction card to ensure that a proxy card is voted on your behalf.
Q:		WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
A:		The elections of Edward Hutcheson, Per Staehr and Myles Scoggins require the affirmative vote “for” the nominee by a majority of the votes cast with respect to such nominee at the annual meeting. Votes cast “for” or “against” a nominee will count as votes cast, but abstentions and broker non-votes will not count as a vote cast.
		The

	•		ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2010 (Proposal 2) and
	•		approval of the Company’s 2010 Long-Term Incentive Plan (Proposal 3)

		each requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting. Abstentions will be counted for determining whether a quorum is present at the meeting and will effectively count as votes “against” these proposals. Broker non-votes with respect to Proposal 3 will be disregarded in determining whether the proposal has been approved by a majority of the shares of common stock present in person or represented by proxy and entitled to vote.
		The

	•		amendment of the Company’s charter to increase the number of authorized shares of the Company’s common stock (Proposal 4) and
	•		amendment of the Company’s charter to declassify the Board (Proposal 5)

each requires the affirmative vote of a majority of the outstanding shares of Company’s common stock. Abstentions will effectively count as votes “against” these proposals. Broker non-votes with respect to Proposal 5 will effectively count as a vote “against” the proposal.

Q:		WHAT WOULD HAPPEN IF STOCKHOLDERS DO NOT RATIFY THE APPOINTMENT OF PRICEWATERHOUSE LLP?
A:		While not required to do so, the Board submits the Audit Committee’s selection of the independent registered public accountants to our stockholders for ratification as a matter of good corporate governance. In the event the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP (Proposal 2) by the required vote, the Audit Committee will consider whether it is appropriate to select another independent registered public accountant. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accountant at any time during the year if the Audit Committee believes that such a change would be in the best interest of our Company and our stockholders.
Q:		HOW DO I VOTE?
A:		Voting in Person at the Meeting . If you are a stockholder of record as of April 16, 2010 and attend the annual meeting, you may vote in person at the meeting. If your shares are held by a broker, bank or other nominee (i.e., in “street name”) and you wish to vote in person at the meeting, you will need to contact your broker,

		bank or other nominee that holds your shares of record to obtain a legal proxy allowing attendance at the annual meeting.
		Voting by Proxy for Shares Registered Directly in the Name of the Stockholder . If you hold your shares in your own name as a holder of record, you may vote your shares by signing, dating and mailing the enclosed proxy card in the pre-paid envelope we have provided.
		Voting by Proxy for Shares Registered in Street Name . If your shares are held in street name, you will receive instructions from your broker, bank or other nominee which you must follow in order to have your shares of common stock voted.
Q:		CAN I REVOKE MY PROXY?
A:		If you give a proxy, you may revoke it in one of three ways:

	•		submit a valid new proxy card with a later date to our Corporate Secretary, Trico Marine Services, Inc., 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas 77380;
	•		notify our Corporate Secretary in writing before the annual meeting that you have revoked your proxy; or
	•		vote in person at the annual meeting, in which case your previously submitted proxy will not be used.

Q:		WHAT IF I DON’T VOTE FOR A MATTER LISTED ON MY PROXY CARD?
A:		• If you return the proxy card without indicating your vote for a director ( Proposal 1 ), your shares will be voted FOR each of the nominees listed on your card.

	• If you return the proxy card without indicating your vote with respect to the ratification of the appointment of our independent registered public accounting firm ( Proposal 2 ), then your shares will be voted FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
	• If you return the proxy card without indicating your vote with respect to Trico Marine Services, Inc.’s 2010 Long-Term Incentive Plan ( Proposal 3 ), then your shares will be voted FOR approving the 2010 Long-Term Incentive Plan.
	• If you return the proxy card without indicating your vote with respect to increasing the number of authorized shares of the Company’s common stock ( Proposal 4 ), then your shares will be voted FOR such increase.
	• If you return the proxy card without indicating your vote with respect to declassifying our Board of Directors by approving the proposed amendment to the Company’s charter ( Proposal 5 ), then your shares will be voted FOR approving such amendment.

Q:		WHO PAYS FOR SOLICITING PROXIES?
A:		We bear the cost of preparing, assembling and mailing the notice, proxy statement and proxy card for the annual meeting. Proxies may be solicited by mail, personal interview, telephone and other means of communication. We may also solicit by means of press releases and advertisements in periodicals. Banks, brokerage houses and other nominees or fiduciaries will be requested to forward the soliciting material to their principals and to obtain authorization for the execution of proxies and we will reimburse their reasonable out-of-pocket expenses. The Company has retained Mackenzie Partners, Inc to aid in the solicitation of proxies. The anticipated fee of such firm is $9,500 plus out-of-pocket costs and expenses. The cost of solicitation will be borne entirely by the Company.
		The Securities and Exchange Commission (the “SEC”) permits a single set of annual reports and proxy

		statements to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses.
		A number of brokerage firms have instituted householding. As a result, if you hold your shares through a broker and you reside at an address at which two or more stockholders reside, you will likely be receiving only one annual report and proxy statement unless any stockholder at that address has given the broker contrary instructions. However, if any such beneficial stockholder residing at such an address wishes to receive a separate annual report and/or proxy statement in the future, or if any such beneficial stockholder that elected to continue to receive separate annual reports and/or proxy statements wishes to receive a single annual report and/or proxy statement in the future, that stockholder should contact his broker or send a request to our Corporate Secretary at: Trico Marine Services, Inc., 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas 77380, telephone number (713) 780-9926. We will deliver, promptly upon written or oral request to the Corporate Secretary, a separate copy of the 2009 annual report and this proxy statement to a beneficial stockholder at a shared address to which a single copy of the documents was delivered.
Q:		COULD OTHER MATTERS BE DECIDED AT THE MEETING?
A:		The Board does not expect to bring any other matter before the annual meeting, and it is not aware of any other matter that may be considered at the meeting. In addition, pursuant to our Bylaws, the time has elapsed for any stockholder to properly bring a matter before the meeting. However, if any other matter does properly come before the meeting, the proxy holder will vote the proxies in his discretion.
Q:		WHAT HAPPENS IF THE MEETING IS POSTPONED OR ADJOURNED?
A:		Your proxy will still be good and may be voted at the postponed or adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. You will still be able to change or revoke your proxy until it is voted.
Q:		DO I NEED TO BRING ANY DOCUMENTATION TO ATTEND THE ANNUAL MEETING?
A:		If you plan to attend the meeting in person, please bring proper identification and proof of ownership of your shares. If your shares are held in street name, you will need to bring a letter from your broker stating that you owned the Company’s stock on the record date or an account statement showing that you owned the Company’s stock on the record date.
Q:		WHEN ARE DIRECTOR NOMINATIONS AND STOCKHOLDER PROPOSALS DUE FOR THE 2011 ANNUAL MEETING?
A:		If you want to nominate candidates for election as director at the 2011 annual meeting, you must submit written notice of your director nomination(s) to our Corporate Secretary at 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas 77380. Your notice must be delivered to or mailed and received by our Corporate Secretary on or after the close of business on February 10, 2011 and on or before the close of business on March 12, 2011 and must otherwise comply with the notice procedures and other requirements of our bylaws. In the event that the date of the 2011 annual meeting is more than 30 days before or more than 60 days after the anniversary of the 2010 annual meeting, your notice must be delivered to or mailed and received by our Corporate Secretary on or after the close of business on the 120 th day prior to the date of such annual meeting and on or before the close of business on the 100 th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, on or before the close of business on the 10 th day following the day on which public announcement of the date of such meeting is first made by the Company.
		If you want us to include a proposal in the Company’s proxy statement and form of proxy for the 2011 annual meeting, you must submit written notice of your proposal to our Corporate Secretary. Your notice must be

		delivered to or mailed and received by our Corporate Secretary no later than December 30, 2010 and must otherwise comply with the notice procedures and other requirements set forth in our bylaws. We will include in our proxy statement and form of proxy only proposals meeting the requirements of applicable SEC rules.
		If you want to present a proposal at the 2011 annual meeting but do not wish to have it included in our proxy statement and form of proxy, you must submit written notice to our Corporate Secretary. Your notice must be delivered to or mailed and received by our Corporate Secretary on or after the close of business on February 10, 2011 and on or before the close of business on March 12, 2011 and must otherwise comply with the notice and other requirements set forth in our bylaws; provided, however, that in the event that the date of the 2011 annual meeting is more than 30 days before or more than 60 days after the anniversary of the 2010 annual meeting, your notice must be delivered to or mailed and received by our Corporate Secretary on or after the close of business on the 120th day prior to the date of such annual meeting and on or before the close of business on the 100th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, on or before the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.
		If you would like a copy of our bylaws, please contact our Corporate Secretary. Failure to comply with our applicable procedures and deadlines set forth in the Bylaws or the SEC rules may preclude your proposed director nominees and your proposal from being considered at the next annual meeting.
Q:		WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
A:		We intend to announce preliminary voting results at the annual meeting. The voting results will also be disclosed in a current report on SEC Form 8-K within 4 business days of the end of the annual meeting.

PROPOSAL ONE: ELECTION OF DIRECTORS

     Our Board of Directors is currently comprised of three classes. The members of each class serve three-year staggered terms with one class to be elected at each annual meeting. Edward C. Hutcheson, Jr., Myles W. Scoggins and Per Staehr are currently serving terms that expire at the 2010 annual meeting of stockholders. Richard A. Bachmann and Kenneth M. Burke are currently serving terms that expire at the 2011 annual meeting of stockholders. Joseph S. Compofelice and Ben A. Guill are currently serving a term that expires at the 2012 annual meeting of stockholders, except that Mr. Guill has resigned effective May 1, 2010.

     Our Board has nominated Messrs. Hutcheson and Staehr and Dr. Scoggins for re-election at this year’s annual meeting to serve three-year terms expiring at the annual meeting in 2013. Shares cannot be voted for more than three nominees for the 2010 election of directors, and only one vote per share may be cast for a given nominee.

     In accordance with our bylaws, each of Messrs. Hutcheson and Staehr and Dr. Scoggins has submitted an irrevocable resignation that will take effect only if (i) he does not receive more than 50% of the votes cast on his election and (ii) his resignation is accepted by our board. If any of Messrs. Hutcheson or Staehr or Dr. Scoggins does not receive more than 50% of the votes cast on his election, then the Board (with the resigning directors not participating), acting on the recommendation of the Nominating and Governance Committee would determine whether to accept his resignation. In accordance with our bylaws, in such event our Board would determine, in its sole discretion, whether a reason exists for concluding that it is in the best interests of the Company for the unsuccessful incumbent to remain as a director and, if not, the Board would accept that person’s resignation. If the resignation were accepted, the Nominating and Governance Committee would promptly recommend a candidate to our Board to fill the resulting Board vacancy at the earliest practicable date.

     Unless you vote “AGAINST” or “ABSTAIN” in the election of directors, your proxy card will be voted “FOR” the election of Messrs. Hutcheson and Staehr and Dr. Scoggins. Each of the nominees has consented to be named in this proxy statement and to serve if elected. We have no reason to believe that any of the nominees will be unwilling or unable to serve. However, if any of the nominees should decline or be unable to serve as a director, the Board may name a substitute nominee, and the shares represented by the enclosed proxy card will be voted for such substitute nominee to the fullest extent permitted by applicable law, including by complying with all legal obligations that are applicable to the solicitation of proxies for the election of such substitute nominee.

General Information about the Board of Directors, Directors Standing for Re-Election and Directors Continuing in Office

     The table below sets forth information about Messrs. Hutcheson, Scoggins and Staehr, the three nominees standing for re-election to our Board of Directors at the 2010 annual meeting. The table also includes information about our other directors whose terms will continue after the 2010 annual meeting:

Principal Occupation, Business Experience and

Director

Seat Subject

Nominees

Age

Directorships

Since

to Election

Edward C. Hutcheson, Jr.

64

Since February 2000, Mr. Hutcheson has been involved in private investment and consulting activities. He currently serves as a Managing Director of Platte River Ventures, a private equity firm investing in industrial companies. From March 1997 until February 2000, he served in several capacities, including Chief Operating Officer, with a publicly-owned financial services company which merged to form Sanders Morris Harris Group. Mr. Hutcheson co-founded Crown Castle International Corp. in 1994, serving as Chief Executive Officer or Chairman from its inception to March 1997. He continues to serve as a director of the company. Crown Castle, with a $10 billion market capitalization, owns and operates 23,000 wireless communication sites in the US and Australia. From 1987 through 1993, Mr. Hutcheson served in senior management roles with Baroid Corporation, a publicly owned petroleum services company. His assignments included serving as President, Chief Operating Officer and director of the holding company from 1990 through 1993. We consider Mr. Hutcheson to be a qualified candidate for service on the Board due to his over 33 years of experience as an executive or director building companies in a variety of industries, including 23 years experience in the oilfield services sector.

1994

2010

Myles W. Scoggins

62

Dr. Scoggins has been a Trico director since March 2005. In June 2006, Dr. Scoggins was appointed President of Colorado School of Mines, an engineering and science research university with strong ties to the oil and gas industry. Dr. Scoggins retired in April 2004 after a 34-year career with Mobil Corp. and Exxon Mobil Corp., where he held senior executive positions in the upstream oil and gas business. In these executive positions, Dr. Scoggins reviewed and assessed the financial statements of these companies. From December 1999 through April 2004 he served as Executive Vice President of Exxon Mobil Production Co. Prior to the merger of Mobil and Exxon in December 1999, he was President, International Exploration & Production and Global Exploration, and an officer and member of the executive committee of Mobil Oil Corp. Since August 2005, Dr. Scoggins has served as a director of Questar Corp., a natural gas focused energy company, since June 2007 as a director of Venoco, Inc., an oil and gas production company, and since March 2010 as a director of Cobalt International Energy. He also serves as director of the Colorado Oil and Gas Association and a member of the National Advisory Council of the United States Department of Energy’s National Renewable Energy Laboratory. We consider Dr. Scoggins to be a qualified candidate for service on the Board due to his national prominence, expertise and nearly 40 years of experience in the oil and gas exploration and production industry.

2005

2010

Per Staehr

66

Mr. Staehr has served as a director of the LPA Group Ltd., an AIM listed manufacturer of railway, airport and marine equipment, since December 2007. Since March 2005 he has also served as Chairman of the Daniamant Group, a Danish based manufacturer of IMO/SOLAS certified safety lights for emergency lifejackets and liferafts for the marine industry; since January 2009 as a director of EIVA, a software supplier to the oil and marine industries; and since October 2009 as the Chairman of

2005

2010

Principal Occupation, Business Experience and

Director

Seat Subject

Nominees

Age

Directorships

Since

to Election

Euroferries, a company for cross Channel fast ferry services. Mr. Staehr served as Chairman of A2SEA A/S, the leading European offshore wind turbine installation company, from April 2001 until June 2009 when the company was sold. From November 1997 to June 2004, he served as Chief Executive Officer, Chairman and Chief Country Representative of Bombardier Transportation UK Ltd., a global leader in the rail equipment manufacturing and service industry. Prior to that time, between October 1973 and November 1997, Mr. Staehr held senior positions within the Danish A/P Moller Group (shipping and offshore oil), including his service as President of Maersk Contractors, an international offshore drilling and contracting company. We consider Mr. Staehr to be a qualified candidate for service on the Board due to his breadth of experience in European business and his over 23 years of experience in the marine and offshore industry, primarily in the North Sea.

Principal Occupation, Business Experience and

Director

Seat Subject

Other Directors

Age

Directorships

Since

to Election

Richard A. Bachmann

64

Mr. Bachmann is the lead director of the Board of Directors and Chairman of the Board’s Nominating and Governance Committee. In February 1998, Mr. Bachmann founded Energy Partners, Limited, an independent exploration and production company focused on deep water of the Gulf of Mexico and the continental shelf, and served as its Chairman and Chief Executive Officer from February 1998 until March 2009. From September 1995 to January 1997, he served as Director, President and Chief Operating Officer of The Louisiana Land and Exploration Company, an independent oil and gas exploration company. We consider Mr. Bachmann to be a qualified candidate for service on the Board due to his 41 years of executive experience in the oil and gas exploration industry.

2005

2011

Kenneth M. Burke

60

Mr. Burke retired from Ernst & Young, a public accounting firm in June 2004 after a 31 year career. During his time at Ernst & Young, Mr. Burke held various positions including the National Director of Energy Services, Managing Partner of Assurance and Advisory Business Services for the Gulf Coast area and also served as coordinating Partner primarily for energy and oilfield service companies. Mr. Burke also is a former chairman of the AICPA Oil & Gas Committee. He has been a Director of Pride International, Inc., a provider of offshore drilling and related services worldwide, since December 2006. Mr. Burke also serves on the Audit and Compensation Committees of the Board of Directors of Pride International, Inc. We consider Mr. Burke to be a qualified candidate for service on the Board due to his financial and accounting expertise, his experience in the oil and gas industry, and over 30 years of experience in public accounting, including serving as a coordinating partner for energy and oilfield service companies.

2005

2011

Joseph S. Compofelice

60

Mr. Compofelice has served as our Chairman of our Board since April 27, 2004. On July 9, 2007, Mr. Compofelice was elected as our Chief Executive Officer. From March 31, 2005 through August 31, 2005, Mr. Compofelice served as our Interim Chief Executive Officer. Mr. Compofelice has served as Managing Director of Houston Capital Advisors LP, a boutique financial advisory, merger and acquisition investment bank since January 2004. He was President and Chief Executive Officer of Aquilex Services Corp. (service and equipment provider to the power generation industry) from October 2001 to October 2003. From February 1998 through October 2000, Mr. Compofelice was the Chairman and Chief Executive Officer of CompX International Inc., a provider of hardware components to the office furniture, computer and other industries. From March 1994 to May 1998, he was director and

2003

2012

Principal Occupation, Business Experience and

Director

Seat Subject

Other Directors

Age

Directorships

Since

to Election

Chief Financial Officer at NL Industries, Inc., Titanium Metals Corporation and Tremont Corp. Prior to that Mr. Compofelice was President of the Oilfield Equipment Group of Baroid Corporation and President of Smith Drilling Systems oilfield service entities. We consider Mr. Compofelice to be a qualified candidate for service on the Board due to his broad business experience, his over 30 years of executive experience in energy and oilfield companies, his familiarity with our business operations acquired over several years as our Chief Executive Officer, and his skills and knowledge of financial markets acquired in investment banking.

Ben A. Guill

59

Mr. Guill was appointed to the Board on February 13, 2008 and has resigned from the Board effective May 1, 2010. In August 2008, Mr. Guill founded White Deer Energy, a private equity investment firm and has served as a Managing Partner since its founding. Until April 2007, Mr. Guill was President of First Reserve Corporation, a corporate manager of private investments focusing on the energy and energy-related sectors, which he joined in September 1998. Prior to joining First Reserve, Mr. Guill was the Managing Director and Co-head of Investment Banking of Simmons & Company International, an investment banking firm specializing in the oil service industry. Mr. Guill also serves on the board of directors of National Oilwell Varco, which designs, manufactures and sells equipment and components used in oil and gas drilling and production operations and provides oilfield services and supply chain integration services to the upstream oil and gas industry. We consider Mr. Guill to have been a qualified candidate for service on the Board due to his broad business experience and over 25 years of experience in energy and oilfield service companies. Mr. Guill has resigned from the Board effective May 1, 2010.

2008

2012

Director Qualifications, Skills and Board Diversity

     Each of our directors and director nominees were chosen based on their extensive business as well as relevant industry experience to help guide the Company, as demonstrated in the biographical information set forth above. In addition, other qualifying characteristics of our directors include integrity, honesty, commitment in time and energy, financial literacy, maturity, business judgment, cooperativeness in working with others and their skills and experience in the context of the needs of the Board. While the Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Nominating and Governance Committee and Board strive to nominate individuals to serve on our Board who possess a variety of complementary skills and perspectives and share common industry experiences so that, as a group, the Board will possess the appropriate skills, expertise and diverse perspectives to oversee the Company’s businesses.

OUR BOARD OF DIRECTORS HAS NOMINATED DR. SCOGGINS AND MESSRS. HUTCHESON AND STAEHR FOR RE-ELECTION AND THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RE-ELECTION OF EACH OF DR. SCOGGINS AND MESSRS. HUTCHESON AND STAEHR, THE CLASS III NOMINEES ON THE PROXY CARD.

Board and Committee Meetings

     During 2009, our Board held 38 Board and Committee meetings. Each director attended at least 75% of the combined number of meetings of the Board and committees of which he was a member during 2009.

Director Independence

     Our Board has reviewed the independence of our directors using the independence standards of The Nasdaq Stock Market LLC (“Nasdaq”). The Nasdaq independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. In addition, our Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that all members of the Board other than Mr. Compofelice are independent within the meaning of the Nasdaq listing standards currently in effect.

     In addition, the members of the Audit Committee of the Board also each qualify as “independent” under special standards established by the SEC for members of audit committees, and the Audit Committee includes at least one member who is determined by the Board to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules, including that the person meets the relevant definition of an “independent” director. Mr. Burke is the independent director who has been determined to be an audit committee financial expert. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Burke’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose on Mr. Burke any duties, obligations or liability that are greater than are generally imposed on him as a member of the Audit Committee and Board, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or Board.

Board Leadership Structure

     Our Chairman of the Board is also our Chief Executive Officer. Mr. Compofelice was already our Chairman of the Board when our former CEO left the Company. Because of Mr. Compofelice’s familiarity with the organization and his leadership role, we felt it was appropriate to appoint him CEO at that time. The Board of Directors is of the opinion that it is in our Company’s and its stockholders best interests that Mr. Compofelice serves as both Chairman and Chief Executive Officer. We believe this board leadership structure is the most appropriate because it provides the Chief Executive Officer with multiple perspectives on the Company through his multiple roles. Having one individual fill both roles allows the Chief Executive Officer to better understand and meet the Board’s priorities while enabling the Chairman to better understand the needs and priorities of our customers and other stakeholders. We therefore believe combining the two roles greatly enhances the decision-making processes of the Board as a whole. The combination of the chairman and chief executive officer roles can be advantageous for a company if combined with an appropriate set of checks and balances. These checks and balances include an independent lead director, a majority of independent directors, regular private meetings of the independent directors chaired by the lead director and separate Board committees (Nominating and Governance and Nomination, Audit Committee and Compensation Committee) that all are composed exclusively of independent directors. We have instituted all of these checks and balances. In addition, our lead director:

	•		presides at all meetings of the Board at which the Chairman is not present;
	•		calls meetings of the independent directors and presides at executive sessions of independent directors;
	•		collaborates with the Chairman in setting the Board’s agenda;
	•		approves the agendas for, and information and data provided to, directors at executive sessions of the independent directors;
	•		advises the Chairman of decisions reached, and suggestions made, at executive sessions of independent directors;
	•		serves as the principal liaison between the Chairman and other members of management, and the independent directors;
	•		where and when appropriate (and when not already addressed by the chairperson of another Board committee), is available to conduct exit interviews with resigning senior managers; and
	•		performs such other duties as may from time to time be delegated to the lead director by the Board.

     Mr. Bachmann serves as our lead director. In 2009, the independent directors held 20 meetings chaired by the lead director. Among other topics at their meetings in 2009, the independent directors addressed succession planning for the Chairman and Chief Executive Officer and evaluated his performance.

Board’s Role in Risk Oversight

     We face a number of risks that affect our business, including credit risk, liquidity risk, general economic risks and others. Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. Risk management plays an important role in the Board’s strategic planning. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

     Various committees of the Board help the Board with its responsibilities with respect to risk oversight. In particular, the Audit Committee plays a large role in monitoring and assessing our financial and organizational risks, receives reports from the management team and the firm’s independent auditors regarding such risk as well as particular areas of concern, and makes periodic reports to the Board about these items. Additionally, our Chief Financial Officer and our finance and accounting staff are responsible for overseeing our liquidity and credit risk and communicate with our Board and Chairman frequently in this respect. The Compensation Committee monitors and assesses the various risks associated with compensation policies, and oversees incentives that encourage a level of risk-taking consistent with our overall strategy.

     We believe that providing for full and open communication between management and the Board is essential for effective risk management and oversight. Our executive management is tasked with identifying the material risks that the Company faces and implementing appropriate and responsive risk management strategies consistent with the Company’s risk profile, and meets regularly with our other senior officers to discuss strategy and risks facing the Company. Senior officers are available to the Board to address any questions or concerns about management of the Company’s risk and any other matters. Each of our Board committees provides regular reports to the full Board and apprises the Board of our comprehensive risk profile and any areas of concern.

Board Committees

     Our Board has, as standing committees, an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and a Strategic Committee. Our Directors are encouraged to attend all committee meetings. The Board has affirmatively determined that each member of each of our Audit Committee, Compensation Committee and Nominating and Governance Committee is “independent” within the meaning of Nasdaq listing standards and the requirements of the SEC. Current members of the individual committees are named below:

				Nominating and
Audit		Compensation		Governance		Strategic
Burke* Hutcheson Scoggins		Guill** Bachmann Staehr		Bachmann* Burke Scoggins		Compofelice* Burke Hutcheson

     The Board has adopted a written charter for each of the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Strategic Committee, which sets forth each committee’s purposes, responsibilities and authority. The Board has also adopted Corporate Governance Guidelines, a Proper Business Practices and Ethics Policy (which includes complaint procedures for financial, accounting and audit matters) and a Financial Code of Ethics for Senior Officers. These committee charters, guidelines, codes and procedures are available on our website at www.tricomarine.com . You may also contact our Corporate Secretary at (713) 780-9926

for paper copies free of charge. Changes to or material waivers of our Financial Code of Ethics will be disclosed via our website at www.tricomarine.com.

Audit Committee

     The Audit Committee assists the Board in its general oversight of our financial reporting, internal controls and audit functions, and is directly responsible for the appointment, retention, compensation and oversight of the work of our independent auditors. During 2009, the Audit Committee was comprised of Dr. Scoggins and Messrs. Burke, Bachmann and Guill. The Audit Committee is currently comprised of Dr. Scoggins and Messrs. Burke and Hutcheson. During 2009, the Audit Committee held 5 meetings. Mr. Burke has been designated an “audit committee financial expert” as prescribed by the SEC. Each member of the Audit Committee is “independent” as defined by the Nasdaq listing standards. A copy of the Audit Committee charter is available on our website at www.tricomarine.com .

Compensation Committee

     The Compensation Committee’s responsibility primarily is to recommend for Board approval the compensation arrangements for our Chief Executive Officer and other senior management, including establishment of salaries and bonuses and other compensation for executive officers of our Company; to approve any compensation plans in which officers and directors of our Company are eligible to participate and to administer such plans, including the granting of stock options or other benefits under any such plans; and to review significant issues that relate to changes in benefit plans. The Compensation Committee is authorized to retain the services of independent outside consultants to assist in its efforts. During 2009, the Compensation Committee was comprised of Dr. Scoggins and Messrs. Guill and Hutcheson. The Compensation Committee is currently comprised of Messrs. Guill, Bachmann and Staehr. During 2009, the Compensation Committee held 7 meetings. Each member of the Compensation Committee is “independent” as defined by the Nasdaq listing standards.

     Please see “Compensation Discussion and Analysis” for a description of the process for determining executive compensation.

Compensation Committee Interlocks and Insider Participation

     During fiscal year 2009, no member of the Compensation Committee was an officer or employee or former officer or employee of the Company. No Compensation Committee member had any relationship requiring disclosure pursuant to Item 404 of Regulation S-K promulgated by the SEC pursuant to the Securities Exchange Act of 1934. During fiscal year 2009, none of our executive officers served on the compensation committee (or its equivalent) or Board of another entity whose executive officer(s) served on our Compensation Committee or Board.

Nominating and Governance Committee

     The Nominating and Governance Committee assists our Board in identifying qualified individuals to become directors, in determining the size and composition of the Board and its committees and in overseeing the evaluation of the Board and management. It also is charged with developing and maintaining an appropriate set of corporate governance principles for us and generally monitoring developments in corporate governance. During 2009, the Nominating and Governance Committee was comprised of Dr. Scoggins and Messrs. Bachmann and Staehr. The Nominating and Governance Committee is currently comprised of Dr. Scoggins and Messrs. Bachmann and Burke. During 2009, the Nominating and Governance Committee held 5 meetings. Each member of the Nominating and Governance Committee is “independent” as defined by the Nasdaq listing standards.

     The Nominating and Governance Committee identifies potential nominees for director, other than potential nominees who are current directors standing for re-election, through business and other contacts. The Nominating and Governance Committee may in the future also choose to retain a professional search firm to identify potential nominees for director.

     The Nominating and Governance Committee is currently evaluating candidates to fill the vacancy that will be created by Mr. Guill’s resignation. Once the Committee has identified a candidate, the Committee will recommend a nominee to our Board to fill this vacancy by Board action. The person elected by the Board to fill the vacancy would serve as a director until the 2012 annual meeting of stockholders, the remainder of the term to which Mr. Guill was elected.

     The Nominating and Governance Committee recommends nominees to our Board and our Board is ultimately responsible for proposing a slate of nominees to our stockholders for election to the Board, using information provided by the committee. In the event that a majority of the members of the Nominating and Governance Committee are up for re-election to the Board, our Board (with those interested directors abstaining) will evaluate nominees and propose a slate of nominees to our stockholders for election to the Board.

     The Nominating and Governance Committee believes that nominees to our Board must meet certain minimum qualifications, including the achievement of significant success in business or extensive financial expertise, a commitment to representing the long-term interests of our stockholders in the aggregate, adequate time to devote to the business of the Board, and high ethical and moral standards.

     In addition, the Nominating and Governance Committee evaluates a potential nominee in relation to all nominees by considering whether the potential nominee meets the minimum qualifications described above, as well as by considering the following factors:

	•		whether the potential nominee has experience and expertise that is relevant to our business, including any specialized business experience, technical expertise, or other specialized skills, and whether the potential nominee has knowledge regarding issues affecting us;
	•		whether the potential nominee has experience as a board member of a U.S. publicly-held company with global operations, and with regard to any prior board experience the history, nature and overall contribution to such board;
	•		whether the potential nominee is independent, whether he or she is free of any conflict of interest or the appearance of any conflict of interest with our best interests and the best interests of all of our stockholders, and whether he or she is willing and able to represent the interests of all of our stockholders; and
	•		any factor affecting the ability or willingness of the potential nominee to devote sufficient time to Board activities and to enhance his or her understanding of our business.

     In addition, with respect to an incumbent director whom the Nominating and Governance Committee is considering as a potential nominee for re-election, it reviews and considers the incumbent director’s service to us during his or her term, including the number of meetings attended, level of participation, and overall contribution to the Board. Each of the nominees for director at the 2010 annual meeting is a current director standing for re-election.

     In evaluating each prospective director nominee, the Nominating and Governance Committee will also take into account Trico’s charter which limits the number of non-U.S. citizens that may serve as directors in the same manner as the Jones Act. The charter is designed to preserve Trico’s Jones Act eligibility. The Committee therefore evaluates prospective director nominees’ citizenship in light of the citizenship of the existing directors in order to comply with Trico’s charter and the requirements of the Jones Act.

     Any stockholder of record entitled to vote for the election of directors at a meeting of stockholders may nominate candidates for election to our Board by submitting written notice of such stockholder’s director nomination(s) to our Corporate Secretary at Trico Marine Services, Inc., 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas 77380, provided that such stockholder is a stockholder of record at the time of giving of the notice and complies with applicable requirements of the Company’s bylaws.

     The notice must be delivered to or mailed and received by our Corporate Secretary no earlier than the close of business on the 120th day and no later than the close of business on the 90th day prior to the anniversary of the

preceding year’s annual meeting (in the case of an annual meeting). In the case of a special meeting at which directors are to be elected (or if the annual meeting is more than 30 days before or more than 60 days after the anniversary date of the prior year’s annual meeting), then the notice must be delivered no earlier than the close of business on the 120th day prior to the date of such meeting and no later than the close of business on the later of the 100th day prior to the date of such meeting. If the first public announcement of the date of such meeting is less than 100 days prior to the date of the meeting, then the notice must be delivered no later than on or before the close of business on the 10th day following the date of the public announcement.

     Among other things, the notice must set forth:

• the name, age, business and residence address of the nominee;

• a description of arrangements between the stockholder proposing the nomination and the nominee pursuant to which the nomination is made;

• the name and address of any other stockholder who supports the nominee, if known;

• all other information related to the nominee and associated persons required to be disclosed in a proxy statement or other related filings for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and

• a description of compensation and other arrangements for the past 3 years between the nominating stockholder and the nominee and associated persons. In addition, the stockholder must provide, among other things:

• his or her name and address, as they appear on our books;

• the class, series and number of the Company’s securities that the stockholder and the nominee beneficially own;

• any option, warrants, convertible securities, stock appreciation rights or similar rights related to securities of the Company held by the stockholder and the nominees;

• transactions by the stockholder or nominee in the securities, including, the opportunity to profit from the value of any security, and transactions in other derivative securities related to securities of the Company;

• information about any arrangements by such stockholder and nominee related to the voting of Company securities;

• information related to any short interest, rights to dividends or interest payments, proportionate interests in Company securities or derivative securities held through another entity, or performance related fees with respect to the Company’s securities, or other similar arrangements by members of the stockholder’s and nominee’s family sharing the same household; and

• information related to the stockholder required to be disclosed in a proxy statement or other related filings for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     The nominee will also need to include a completed and signed questionnaire related to his or her background and qualifications. The nominee will also need to furnish a representation and agreement that the nominee (i) is not a party to, and will not become a party to, an arrangement related to voting that has not been disclosed or that would conflict with his or her fiduciary duties, (ii) will not become party to any agreement related to compensation, reimbursement or indemnification in connection with his or her service as a director that has not been disclosed and (iii) would be in compliance with all publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies of the Company.

     The foregoing summary of the requirements for director nominations by stockholders is qualified in its entirety by the provisions of the Company’s bylaws which are available free of charge by writing to our Corporate Secretary at Trico Marine Services, Inc., 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas 77380.

     Stockholder nominees for the 2011 annual meeting of stockholders must be received on or after the close of business on February 10, 2011 and on or before the close of business on March 12, 2011.

Strategic Committee

     The purpose of the Strategic Committee is to serve as a catalyst as well as monitor the development and implementation of the Company’s business strategies. It works with executive and operating management to help the Board focus on strategic issues and make recommendations to the Board which will further the Company’s strategy, including evaluating potential expansion opportunities and monitoring the development and implementation of strategic acquisitions of businesses, companies and assets. The Strategic Committee meets separately as needed, and during 2009 the Strategic Committee held 2 meetings in connection with the Company’s strategic planning process. Otherwise, the members of the Strategic Committee raise strategic planning matters with the entire Board (and members of management, as appropriate) at each regularly scheduled Board meeting.

Executive Sessions; Communications with the Board; Meeting Attendance

     Our Board has adopted a policy providing that the independent directors will meet in executive session without any management present at each regularly scheduled Board meeting, or more frequently if necessary. The independent directors have designated Mr. Bachmann as the lead director, who chairs the executive sessions.

     Any stockholder may communicate with our Board (or with any individual director) by sending a letter by mail addressed to c/o Corporate Secretary, Trico Marine Services, Inc., 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas 77380. The Corporate Secretary will forward the stockholder’s communication directly to the appropriate director or directors.

     Separately, the Audit Committee of our Board has established procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (b) the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters. Individuals may notify the Chairman of the Audit Committee in writing, describing in sufficient detail the practice, event or circumstance at issue, by sending the notice to the attention of the Chairman of the Audit Committee, c/o Trico Marine Services, Inc., 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas 77380, or to the Company’s Designated Recipient in the manner described on our website ( www.tricomarine.com ).

     Concerns related to possible violations of our Proper Business Practices and Ethics Policy and Financial Code of Ethics should be reported pursuant to the procedures outlined therein. Copies of both documents are available on our website ( www.tricomarine.com ).

     Guidelines adopted by our Board recommend that all directors personally attend each annual and special meeting of our stockholders. Five of our directors attended the 2009 annual meeting of stockholders.

Code of Ethics

     We have adopted a Financial Code of Ethics (“Financial Code”), which satisfies the requirements for a code of ethics under SEC rules and regulations. The Financial Code contains the ethical principles by which the Chief Executive Officer, Chief Financial Officer (or other principal financial officer), Chief Accounting Officer and other senior financial officers (the “Senior Officers”) are expected to conduct themselves when carrying out their duties and responsibilities. Senior Officers and the directors must also comply with our Proper Business Practices and Ethics Policy (“Ethics Policy”). If any substantive amendments are made to the Financial Code or if we grant any waiver, including any implicit waiver, from a provision of the Financial Code, we will disclose the nature of such amendment or waiver within 4 business days on our Internet website at www.tricomarine.com . Copies of the Financial Code and the Ethics Policy are available on the investor relations page of our Internet website.

Director Compensation

     The following table sets forth the compensation earned by our non-employee directors for the year ended December 31, 2009:

																		Change in
																		pension value
																		and
														Non-equity				nonqualified
		Fees earned or				Stock				Option				incentive plan				deferred				All other
		paid in cash				awards				awards				compensation				compensation				compensation				Total
Name		($)				(1) ($)				(2) (3)($)				($)				earnings ($)				($)				($)
Kenneth M. Burke Chair of the Audit Committee			75,000				35,700				16,808				—				N/A				—				127,508
Richard A. Bachmann Chair of the Nominating and Governance Committee			70,000				35,700				16,808				—				N/A				—				122,508
Ben A. Guill Chair of the Compensation Committee			65,000				35,700				16,808				—				N/A				—				117,508
Edward C. Hutcheson, Jr.			70,000				35,700				16,808				—				N/A				—				122,508
Myles W. Scoggins			65,000				35,700				16,808				—				N/A				—				117,508
Per Staehr			65,000				35,700				16,808				—				N/A				—				117,508

     In 2009, each non-employee director received an annual cash retainer of $65,000. The chairman of the Audit Committee received an additional annual retainer of $10,000, and the chairmen of each of the Nominating and Governance Committee and the Compensation Committee each received an additional annual retainer of $5,000. The Compensation Committee reviewed director cash compensation in February and December 2009, and the cash retainer awards were left at the same levels that have been in effect since 2007.

     In addition to these cash retainers, on May 5, 2009 the non-employee directors received 10,000 shares of restricted stock and options to purchase 10,000 shares of common stock. The total value of the equity awards took into account that director awards at peer companies was expected to decrease significantly in 2009.

     Each non-employee director had the opportunity to enroll in the Company’s health insurance program at the same cost as for employees of the Company. During 2009, none of the non-employee directors participated in the Company’s health insurance program. All directors were reimbursed for reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

     A director who is also an employee receives no additional compensation for services as a director.

EXECUTIVE OFFICERS

General

     Certain information concerning our executive officers as of the date of this proxy statement is set forth below.

Name		Age				Position With Our Company
Joseph S. Compofelice			60			Chairman of the Board, President and Chief Executive Officer
Geoff A. Jones			53			Senior Vice President, Chief Financial Officer and Chief Administrative Officer
Rishi A. Varma			37			Senior Vice President, Chief Operations Officer, General Counsel and Corporate Secretary
Tomas R. Salazar			47			Vice President, Americas and West Africa
D. Michael Wallace			57			Vice President, Business Development
Ray Hoover			54			Global Director of Technical Services

      Joseph S. Compofelice . Information concerning Mr. Compofelice is set forth in the section above entitled “Proposal 1: Election of Directors — General Information about the Board of Directors, Directors Standing for Re-Election and Directors Continuing in Office.”

      Geoff A. Jones . Geoff A. Jones has served as our Senior Vice President, Chief Financial Officer and Chief Administrative Officer since January 1, 2010. Prior to this, he had served as Vice President and Chief Financial Officer from August 2005 to January 2010, Treasurer from March 2005 to August 2005 and Corporate Controller and Secretary from February 2004 to March 2005. From April 2002 to February 2004, Mr. Jones was in private consulting practice. Prior to joining the Company, Mr. Jones had held various management and financial positions in the offshore services industry since 1980. From December 2001 to April 2002, Mr. Jones was Controller, North America, of Aggreko, Inc. From May 2001 to December 2001, Mr. Jones was Vice President, Finance, at Sunland Construction, Inc., a pipeline construction company. From February 2000 to May 2001, Mr. Jones was Corporate Controller of Petroleum Helicopters, Inc., a helicopter service company providing aviation services to the offshore oil and gas, onshore mining, international, air medical and technical services industries.

      Rishi A. Varma . Rishi A. Varma has served as our Senior Vice President, Chief Operations Officer, General Counsel, Corporate Secretary and Director of Corporate Governance since January 1, 2010. Prior to this, he had served as General Counsel, Corporate Secretary and Director of Corporate Governance from May 2005 to January 2010. In March 2007, Mr. Varma was promoted to Chief Administrative Officer. In June 2006, Mr. Varma also became a Vice President. From February 2003 until April 2005, Mr. Varma was Securities Counsel and Director of Corporate Governance with EGL, Inc., an international freight forwarder company. From February 2000 to

May 2002, Mr. Varma was an associate in the Business and Technology group of the law firm of Brobeck, Phleger and Harrison, L.P. From August 1997 until January 2000, Mr. Varma was an associate in the corporate department of the law firm of Rosenman & Colin, LLP.

      Tomas R. Salazar . Tomas R. Salazar has served as our Vice President, Americas and West Africa since January 1, 2010 and is directly responsible for our U.S., Mexico and Brazil operations. Prior to this, he had served as Global Director of Sales and Marketing from January 2008 to January 2010. Mr. Salazar joined Trico in January 2007 as International Sales and Marketing Director. Prior to joining Trico, Mr. Salazar served as the international sales and marketing director for Sea Mar, a provider of marine support and transportation services, from August 2005 to July 2006 and for SeaBulk International, Inc. from June 2003 to July 2005. Prior to that, Mr. Salazar spent over fifteen years with BP p.l.c., a finder, producer, and marketer of natural resources, in positions ranging from Business Development Manager for Latin America to Director of Strategic Planning.

      D. Michael Wallace . D. Michael Wallace has served as our Vice President, Business Development since January 1, 2010. Prior to this, he had served as the Chief Executive Officer of Eastern Marine Services Limited, our joint venture with China Oilfield Services Limited, from December 2006 to January 2010. From November 2002 until December 2006 he served as our Vice President, Emerging Markets and Head of Global Marketing. From January 2000 to November 2002, Mr. Wallace was Vice President of Marine Division with ASCO US LLC, a wholesale petroleum broker. From December 1996 to December 1999, Mr. Wallace was General Manager for Tidewater Marine, Inc., an offshore supply vessel company, in Venezuela.

      Ray Hoover . Ray Hoover has served as our Global Director of Technical Services since August 2007. From May 2003 until August 2007, Mr. Hoover served as our Director of Operations for the Gulf of Mexico. From May 1989 to April 2003 Mr. Hoover filled various roles (Port Engineer to Manager of Operations) at ENSCO Marine Company, a division of ENSCO International, a U.S. based drilling contractor. From May 1974 to May 1986 Mr. Hoover served as a field technician for service companies maintaining marine equipment.

TRANSACTIONS WITH RELATED PERSONS

Related Persons Policies and Procedures

     From time to time we may engage in transactions with “related persons.” Related persons are directors, director nominees and executive officers or their immediate family members, stockholders owning more than 5% of our common stock, or any entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest. The Audit Committee is responsible for reviewing certain transactions with related persons including those which meet the minimum threshold for disclosure in the proxy statement under relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect interest).

     In the course of its review and approval or ratification of such a transaction, the Audit Committee will consider various aspects of the transaction it deems appropriate, which may include:

	•		The nature of the related person’s interest in the transaction;
	•		The material terms of the transaction;
	•		Whether such transaction might affect the independent status of a director under Nasdaq independence standards;
	•		The importance of the transaction to the related person and to us; and
	•		Whether the transaction could impair the judgment of a director or executive officer to act in our best interest.

     We have various processes for identifying, reporting and reviewing conflicts of interests, including related person transactions. Our Ethics Policy provides that no director, officer or other employee shall engage in business or conduct, or enter into agreements or arrangements, which would give rise to actual, potential or the appearance of

conflicts of interest. The Ethics Policy also provides procedures for reporting any actual or potential conflicts of interest. In addition, we annually distribute a questionnaire to our executive officers and directors and review the information furnished by such persons. The questionnaire requests information regarding, among other things, certain transactions with us in which they or their family members have an interest.

     Our policies and procedures for approval or ratification or transactions with “related persons” are contained in various corporate documents such as our Ethics Policy, our Corporate Governance Practices and Policies, and in our Audit Committee charter.

     Our Audit Committee will consider the facts and circumstances of proposed related person transaction. After our Audit Committee makes a determination regarding the proposed transaction, the decision will be conveyed to our General Counsel who will communicate the decision to the appropriate persons at the Company. Our directors of accounts payable and accounts receivable will produce quarterly reports of any amounts paid or payable to, or received or receivable from, any related person, and those reports will be provided to our General Counsel to determine whether there are any “related person” transactions that were not previously approved or previously ratified under our policies and procedures. In connection with this process or otherwise, if our management becomes aware of a “related person” transaction that has not been previously approved or ratified under our policy, it will be submitted to our Audit Committee which will consider all of the facts and circumstances and, based on that review, evaluate all options including ratification, amendment or termination of such transaction, evaluation of our controls and procedures and other appropriate action.

     Any member of the Audit Committee who is a related person with respect to a transaction under review does not participate in the vote relating to approval or ratification of the transaction.

Transactions

      Transactions with Kistefos AS

      Stock Purchase Agreement . On August 9, 2007, the Company entered into a stock purchase agreement with Kistefos AS. According its most recent amendment to its Schedule 13D dated October 16, 2009, Kistefos beneficially owns approximately 18.0% of the Company’s outstanding common stock.

     Pursuant to the stock purchase agreement, the Company from time to time purchased shares of its common stock from Kistefos in connection with the Company’s share repurchase program. Under the agreement, on any day that the Company purchased shares from other stockholders under the program, the Company purchased shares from Kistefos so that, at the completion of the purchases, Kistefos would beneficially own no less than 20% of the Company’s common stock. The Company’s purchase price for the shares held by Kistefos was equal to the volume weighted average price for all shares purchased from other stockholders on the applicable trade date.

     Purchases under the stock purchase agreement would end on the earlier of (i) the purchase of $20 million of shares from Kistefos, (ii) the Company’s announcement of the termination or expiration of its repurchase program or (iii) the date Kistefos no longer owns shares of the Company’s common stock.

     The Company’s purchase of shares from Kistefos would be suspended during any “restricted period” under Regulation M promulgated by the Securities and Exchange Commission. After any restricted period, the Company’s could purchase shares from Kistefos on any trade date so long as Kistefos would beneficially own at least the percentage of common stock that it beneficially owned at the end of the restricted period.

     The Company agreed to indemnify Kistefos and certain of its affiliates against any losses under federal or state laws or regulations, if such losses arise out of the Company’s actions in connection with purchases under the repurchase program, except for any losses resulting from Kistefos’s willful misconduct, gross negligence or bad faith.

     Pursuant to the stock purchase agreement, the Company purchased 114,042 shares of its common stock from Kistefos at a price per share between $29.4993 and $33.50 for an aggregate purchase price of approximately $3.52 million. During 2009, the stock repurchase program expired and accordingly the stock purchase agreement expired.

      Registration Rights . In March 2005, the Company entered into a registration rights agreement with certain stockholders including Kistefos, pursuant to which the Company registered 2,121,600 shares of the Company’s common stock held by Kistefos. Pursuant to the registration rights agreement, the Company granted Kistefos and certain other holders of the Company’s common stock demand and piggyback registration rights with respect to the shares of common stock then held by Kistefos and such holders. The registration rights agreement was amended pursuant to a letter agreement dated August 24, 2007 between the Company and Kistefos, pursuant to which Kistefos requested registration of 2,915,850 shares of Company common stock pursuant to the registration rights agreement. The registration rights agreement will continue in effect as to Kistefos until Kistefos no longer holds at least 10% of Trico’s outstanding common stock.

     No other transactions with related persons have occurred since January 1, 2009.

SECURITIES OWNERSHIP

Securities Ownership of Management

     The following table is based on reports filed with the SEC and sets forth, as of April 16, 2010, the beneficial ownership of common stock of our directors, director nominees, each of our executive officers named in the “Summary Compensation Table” appearing on page 42 of this proxy statement, and all directors, director nominees and executive officers as a group, as determined in accordance with SEC rules.

		Amount
		and
		nature of
		beneficial
		ownership
Name of Beneficial Owner		(1)				Percent of Class
Joseph S. Compofelice			367,063	(2)(3)(4)			1.9	%
Richard A. Bachmann			32,392	(2)			*
Kenneth M. Burke			59,392	(2)			*
Edward C. Hutcheson, Jr.			28,072	(2)			*
Myles W. Scoggins			42,392	(2)			*
Per Staehr			42,392	(2)			*
Ben Guill			25,799	(2)			*
Geoff Jones			69,867	(2)(3)			*
D. Michael Wallace			41,435	(2)(3)			*
Rishi A. Varma			49,234	(2)(3)			*
Tomas R. Salazar			15,191	(2)(3)			*
All directors and executive officers as a group (12 persons)			793,792	(5)			4.0	%

Securities Ownership of Certain Beneficial Owners

The following table is based solely on reports filed with the SEC and indicates the beneficial ownership, as of April 16, 2010, of our common stock by each person known by us to beneficially own more than 5% of our outstanding common stock as determined in accordance with SEC rules.

		Amount and nature
		of beneficial
Name and Address of Beneficial Owner		ownership				Percent of Class
Kistefos AS			3,535,959	(1)			18.0%	(1)
Christen Sveaas				(1)				(1)
Investcorp Investment Advisors Limited			2,158,348	(2)			11.0%	(2)
Silverback Asset Management				(2)				(2)
Elliot Bossen				(2)				(2)
Investcorp Silverback Arbitrage Master Fund Limited			1,447,872	(2)			7.4%	(2)
Whitebox Advisors, LLC			2,071,334	(3)			10.6%	(3)
Whitebox Combined Advisors, LLC			1,252,029	(3)			6.4%	(3)
Whitebox Combined Partners, L.P.				(3)				(3)
Whitebox Multi-Strategy Fund, L.P.				(3)				(3)
Whitebox Multi-Strategy Fund, Ltd.				(3)				(3)
Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio			1,417,429	(4)			7.2%	(4)
Radcliffe Capital Management, L.P.				(4)				(4)
Dimensional Fund Advisors LP			1,394,505	(5)			7.1%	(5)
H Partners Management, LLC			1,270,000	(6)			6.5%	(6)
Rehan Jaffer				(6)				(6)
Alleghany Corporation			1,225,000	(7)			6.2%	(7)
Alleghany Insurance Holdings LLC				(7)				(7)
Alleghany Capital Partners LLC				(7)				(7)
Ramius Advisors			1,126,785	(8)			5.7%	(8)
Ramius LLC				(8)				(8)
Cowen Group, Inc.				(8)				(8)
RCG Holdings, LLC				(8)				(8)
C4S & Co., L.L.C.				(8)				(8)
Peter A. Cohen				(8)				(8)
Morgan B. Stark				(8)				(8)
Thomas W. Strauss				(8)				(8)
Jeffrey M. Solomon				(8)				(8)

COMPENSATION RISK DISCLOSURE

During 2009, we had approximately 30 employees (including the named executive officers) who participated in our annual and long-term incentive plans. If structured improperly, compensation plans may create certain risks for the Company, including maximizing short-term rewards at the expense of long-run performance, pursuing individual achievement at the expense of Company performance, focusing on performance metrics instead of the Company’s actual performance itself, or neglecting factors such as fleet safety and vessel reliability which may not contribute to immediate financial payoffs but may be important to the Company’s reputation and long-term business prospects. In short, compensation plans may encourage inappropriate or excessive risk-taking, on the one hand, or inadequately incentivize innovation and growth, on the other hand. We have assessed our plans in light of such potential risks and believe that we have taken appropriate measures to mitigate these risks. In connection with our annual incentive plan, we have taken the following mitigating actions:

•		No less than annually, but often more frequently, the board reviews and adjusts the performance goals used in the plan to assure they provide proper incentives, but do not encourage employees to take excessive risks to achieve goals.
•		In order to avoid over-emphasizing short-term performance, we have capped the maximum award permissible under the annual incentive plan at 2 times target. For Messrs. Varma and Jones, who as our Chief Financial Officer and Chief Operations Officer are in especially sensitive positions, the Compensation Committee has decided to award a portion of their annual incentive as an equity award.
•		In order to help limit overemphasis on performance metrics and guard against fraud, our Board has adopted a policy which requires senior executives to repay any incentive award to the extent the award was overstated or overpaid due to inaccuracies in any financial statements resulting from an intentional or fraudulent act or omission of the executive.
•		In order to limit incentives to pursue individual goals at the expense of shared goals, we limit the percentage that individual performance criteria contributes to any employee’s award under our plan to 20%; starting in 2010, even the 20% individual performance criteria is subject to the achievement of Company wide performance objectives.
•		In order to align short-run incentives with long-run performance, our awards under the plan are granted not only on the basis of Company profitability but fleet safety and vessel reliability as well as long term profitability through share price appreciation.
•		Our Board meets throughout the year and often discusses progress in achieving performance goals under the annual incentive plan, monitoring on an ongoing basis the relationship between our incentive plans and actual ongoing positive results.

In connection with our long-term incentive plan, we have taken the following mitigating actions, all of which emphasize long-term, cumulative profitability over short-term performance:

•		Our stock ownership guidelines encourage greater ownership of our stock by management and our directors and better align their interests with our stockholders.
•		Awards granted under the long term incentive plan typically vest over a three year period.
•		In 2010, our Board intends to grant cash awards linked to stock price appreciation.

Our Board’s Compensation Committee meets frequently to monitor and assesses the various risks and incentives associated with our compensation policies. In light of the assessment described above and in the Compensation Discussion and Analysis below, the Compensation Committee has determined that the Company’s compensation practices for employees generally, including for the approximately 20 employees participating in annual and long-term incentive plans for 2010, are appropriate and consistent with the Company’s overall strategy, do not promote unnecessary or excessive risk taking and do not expose the Company to a reasonable likelihood of material adverse risk.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

      The following discussion and analysis contains statements regarding our and our named executive officers’ performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We caution investors not to apply these statements to other contexts.

Executive Summary

     The most significant compensation decisions made during 2009 were as follows:

	•		Reducing the value of the 2009 long term equity awards granted to the named executive officers by more than 90% below the comparable value of the 2008 awards in order to reflect the decline in the Company’s stock price and to ensure that the dilutive effect of such awards satisfies guidelines established by RiskMetrics Group. See “— Percentage of Base Salary Paid Based on Annual Incentive Plan Performance Achievement for 2009 for Named Executive Officers—Long Term Incentive.”
	•		Recognizing the current volatile economic conditions and, as a result, granting stock options and cash-settled appreciation rights, instead of restricted stock grants, to best align management with stockholders’ interests. These awards minimize the dilutive impact on stockholders as compared to restricted stock and only have value if the share price improves over current values. See “—Elements of Compensation for Named Executive Officers.”
	•		Implementing stock ownership guidelines for executives and directors to encourage greater ownership of our stock by management and our directors and better align their interests with our stockholders. See “Other Important Compensation Policies—Executive Stock Ownership Guidelines.”
	•		Implementing a policy to require senior executives to repay any incentive award that was granted based on financial statements that later are discovered to be inaccurate resulting from an intentional or fraudulent act or omission of the executive. See “—Other Important Compensation Policies—Policy Regarding Clawback of Compensation.”

During the latter half of 2009 and into 2010, global economic conditions continued to weaken. This, along with the Company’s level of indebtedness, negatively impacted our business and share performance. Our Compensation Committee has recognized the need to balance the retention of our executive officers with the realities of our reduced performance. Our Compensation Committee implemented policies in 2009 to address these issues and has decided to continue its approach in 2010 by:

	•		Continuing to target an executive’s cash compensation element based on the 50th percentile of the applicable competitive market. Maintaining a competitive level of cash compensation is critical to retaining key executives to support the Company’s ability to manage its financial condition and maintain growth in subsea services worldwide.
	•		Continuing to take into account declining share performance in long term incentive awards by tying executives’ total compensation to pre-determined share price targets. The Compensation Committee believes that this approach helped meet the Company’s overall compensation strategy in 2009 and will continue to align our executives’ interests with our stockholders.
	•		Continuing to review the Company’s compensation programs and determine the extent to which any particular component may encourage executives to take unnecessary or excessive risks. The Compensation Committee will use this review to determine any appropriate modifications that may need to be made to mitigate risks.

Overview

     The following Compensation Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation Table (our “named executive officers”). The Compensation Committee is responsible for developing and overseeing our executive compensation philosophy, strategy and framework. Their goal is to ensure that executive compensation remains consistent with our business objectives and the interests of our stockholders. Our executive compensation program is designed to create strong financial incentives for our executives to maximize our operating performance and returns, and generate growth, value and stability. The expected end result is that management’s economic interests will be aligned with those of our stockholders.

Compensation Philosophy

     Our Compensation Committee believes that total executive compensation must address the market in which we compete for executive talent. The Compensation Committee focuses on total compensation structures reflecting the market median for base salaries and annual cash incentive compensation in the offshore oilfield and subsea services industries. Base salaries for each of our named executive officers are set forth in their respective employment agreements. The Compensation Committee’s strategy has generally provided that a majority of total compensation is variable, at risk and paid based on our results of operations and the growth in the value of our common stock. Accordingly, the Compensation Committee typically links a significant portion of each named executive officer’s total compensation to accomplishing specific, measurable results based on both company and the individual executive’s performance. When our performance meets or exceeds established goals and objectives, our named executive officers are paid at or more than the market median. Alternatively, when our performance does not meet critical goals and objectives, cash incentive and equity award payments, if any, should be less than such levels. We also annually measure our performance against our peer group to ensure that cash incentive and/or equity award payments are consistent with our objective of maximizing stockholder value. Consistent with this pay for performance strategy, we do not provide any perquisites to our senior executives that are not offered to all other employees.

     In 2009, we targeted our executives’ cash compensation (base salary and annual cash incentives) at the 50th percentile of the applicable competitive market (the “market median”), while long-term incentives were structured based on the achievement of pre-determined value appreciation over a three-year measuring period. To balance the need to return key employees and minimize stockholder dilution, the Committee determined that the mix of stock options and cash-settled stock appreciation rights would provide our employees with appropriate upside potential and motivate our executive officers to work to improve our share price. The Compensation Committee believed that this helped to meet the overall compensation strategy of emphasizing long-run sustained profitability over short-run performance, and aligns our executives’ interests with those of our stockholders. Based on our target annual incentives and grant date value of long-term awards, the named executive officers’ total direct compensation in 2009 ranged from the 31 ^st to the 40 ^th percentile of the survey data. In order to account for the Company’s reduced share performance in 2008, the Compensation Committee determined to make executive compensation decisions in 2009 based on the following guidelines:

	•		Provide a competitive total compensation program that enables us to attract and retain key executives with the background and skills to guide the Company through the current economic volatility;
	•		Ensure a direct relationship between our financial performance and the total compensation received by our named executive officers by tying a majority of compensation to an executive’s performance;
	•		Reduce the value of the 2009 long term equity awards granted to the named executive officers by more than 90% below the comparable value of the 2008 awards in order to reflect the decline in the Company’s stock price and to ensure that the dilutive effect of such awards satisfies guidelines established by RiskMetrics Group;
	•		Motivate executives to make sound business decisions that improve stockholder value and reward such decisions over the long-run by, for example, vesting stock awards over three years;

•

Ensure the mix between short-term and long-term compensation paid to the Company’s executives is consistent with the compensation offered in the market; and

     In evaluating the incentive compensation levels for each named executive officer, the Compensation Committee reviews publicly available compensation data for executives in our peer group, compensation surveys developed by compensation consultants, and compensation levels for each named executive officer with respect to their levels of responsibility, accountability, performance and decision-making authority. These criteria are more fully discussed below. In addition, the Compensation Committee takes into account the overall share performance as a measure of stockholder value created or lost during the applicable measurement period.

The Compensation Committee

     The Compensation Committee reviews its charter annually to verify the committee is meeting its objectives. In addition, the Compensation Committee establishes an annual calendar of action items in order to ensure each of its chartered objectives is met. During the July 27, 2009 Compensation Committee meeting, we approved the 2009-2010 calendar of executive compensation decisions, including: reviewing overall compensation philosophy; evaluating our appropriate peer group; reviewing succession planning; reviewing performance objectives; reviewing base salary and incentive targets; and reviewing compensation disclosure.

The Role of the Compensation Consultant — Peer Group and Compensation Surveys

     In 2009, the Compensation Committee, together with the assistance of Stone Partners, the independent compensation consultant retained by the Compensation Committee, benchmarked named executive officer compensation levels by comparing our executive positions to industry positions with similar breadth and scope to ours. (The independent compensation consultant was not engaged to provide other non-executive compensation consulting services to the Company.) The compensation consultant considers information from compensation surveys, peer company proxy statements and the unique circumstances of the named executive officer when determining compensation for each of the named executive officers. During 2009, the Compensation Committee reviewed data from the Watson Wyatt 2009 Top Management Compensation Survey, the William M. Mercer 2009 Energy Industry Compensation Survey , Stone Partner’s 2009 Executive Oilfield Manufacturing and Services Industry Compensation survey , and proxy statement data from our peer group. We believe that Watson Wyatt and Mercer-Energy are nationally known, respected sources for data. The Stone Partner’s survey includes a large number of oilfield manufacturing and service companies and is in its 13th year of publication. We consider our peer companies to be those enterprises that operate globally and compete with us for executive talent. Currently, we view our industry peer group to consist of the following companies:

Bristow Group, Inc.		Newpark Resources, Inc.
Cal-Dive International, Inc.		Oceaneering International, Inc. *
Dril-Quip, Inc.		Seacor Holdings, Inc. *
Global Industries, Ltd.		Superior Energy Services, Inc. *
Gulf Island Fabrication, Inc.		Superior Well Services, Inc.
Gulfmark Offshore, Inc.		Tesco Corp.
Helix Energy Solutions Group, Inc. *		TETRA Technologies, Inc.
Hercules Offshore, Inc.		Tidewater, Inc. *
Hornbeck Offshore Services, Inc.

This peer group determination was based on a review made as of July and October 2009 of companies that share certain criteria including a common industry (offshore oilfield services) and similar levels of revenue (between $350 million and $1.1 billion), market capitalization (between $250 million and $2.1 billion), enterprise value (between $250 million and $2 billion), and assets (between $330 million and $2.5 billion).

     Stone Partners calculated the 25th, 50th and 75th percentiles for these peer companies in order to provide the Compensation Committee with an understanding of competitive pay practices. Stone Partners weighted the data

equally and considered each element of compensation. We refer to this information in this section as the “survey data.” Stone Partners also provides the Compensation Committee with advice on equity incentive compensation trends, including the types and value of awards being used by other public companies. In addition, Stone Partners provides additional market data for additional employment positions from other sources, as the Compensation Committee may request.

     The Compensation Committee has used this survey data to make decisions regarding executive compensation.

Role of Chief Executive Officer in Establishing Compensation for Named Executive Officers

     Each year, our Compensation Committee directs our Chief Executive Officer to provide recommendations regarding compensation to the Compensation Committee, including recommendations of individual cash and equity compensation. Specifically, our CEO provides written performance appraisal results for each named executive officer. The Compensation Committee considers these recommendations in its evaluation of compensation for each of the named executive officers (other than the CEO).

     The Compensation Committee may modify any adjustments or awards recommended by the CEO. The Compensation Committee also independently reviews the performance of the CEO and recommends to the Board the appropriate cash and equity compensation for the CEO.

Elements of Compensation for Named Executive Officers

     The Company’s executive compensation program consists of (i) base salary, (ii) annual cash incentives, (iii) long-term incentives, (iv) retirement benefits, (v) health and welfare benefits, (vi) relocation benefits, and (vii) post-termination compensation provided in employment agreements. The first three elements are considered the core direct compensation program.

     We use each of these elements because we believe they provide the compensation mix required to attract and retain talented executives, reward them for quality performance, and motivate them to focus on both the short-term and long-term performance of the company. We believe an adequate base salary is required to attract and retain qualified executives based on salaries offered by other companies. Periodic salary increases and annual cash incentives provide executives with compensation that is based on annual financial and operating results. Equity awards are used to motivate our executives to achieve long-term results and aid long-term retention of our executives. Compensating our executives for positive company performance in both the short-term and the long-term serves our goal of aligning our executives’ compensation with the interests of our stockholders. Consistent with this pay for performance strategy, we do not provide any benefits to our senior executives that are not offered to all other employees. Post-termination compensation provided in our employment agreements are commonly included in executive compensation packages offered by our competitors, and we believe that providing them allows us to attract and retain executive talent.

     The following chart provides further details about what we pay (or offer) our executives and why we do so:

Element		Purpose		Characteristics
Base Salary		Compensate executives for their level of responsibility, sustained individual performance, skills, background and experience. Also helps attract and retain strong talent.		Fixed element based on employment agreement; eligibility for periodic merit increases based on sustained individual performance.

Element		Purpose		Characteristics
Annual Cash Incentives		Promote the achievement of our annual corporate and business unit financial goals, as well as individual goals.		Performance-based cash opportunity; amount earned will vary relative to the targeted level based on company, business unit and individual results; financial components are audited by our independent auditors.
Long-Term Incentive		Promote the achievement of our long-term corporate financial goals.		Our long-term incentive plan allows us to award stock options, restricted stock, stock appreciation rights and performance awards. Amounts earned/realized will vary based on stock price and/or company performance.
Retirement Plan		Provide an appropriate level of replacement income upon retirement. Also provide an incentive for a long-term career with us, which is a key objective.		Fixed element; however, retirement contributions tied to pay will vary.
Health and Welfare Benefits		Facilitate the attraction and retention of high caliber executives in a competitive labor market in which comprehensive medical, dental, vision, life, accidental death and dismemberment, and short and long-term disability plans are common. Provides basic security foundation for all employees.		Fixed element; however, some employer contributions tied to pay will vary, and some employer contributions tied to family size will vary.
Relocation Benefits		Facilitate the attraction and retention of high caliber executives in a competitive labor market in which relocation may be necessary and in which competitors cover such expenses for employees including executives.		Element only payable if executive relocates at our request.
Post- Termination Compensation		Facilitate the attraction and retention of high caliber executives in a competitive labor market in which formal severance plans are common.		Contingent element; only payable if the executive’s employment is terminated as specified in the arrangements (amount of severance benefits varies by level in the organization).

      Base Salary . The base salaries for our named executive officers are contained in their respective employment agreements. Our Compensation Committee and our Chief Executive Officer (except with respect to his own base salary) reviews base salary levels every year. Each employment agreement for our named executive officers provides that base salary may be increased. The Compensation Committee may not decrease base salaries unless the

base salaries of all other executives of the Company are similarly reduced. Base salaries are intended to provide fixed compensation in line with the market median for each named executive officer.

     Our base salary levels reflect a combination of factors, including competitive pay levels relative to the peer group and compensation survey data, the named executive officer’s experience and tenure, the named executive officer’s individual performance, changes in responsibility, and our overall performance as compared to our internal operational and financial plan. The Compensation Committee reviews salary levels annually to consider these factors and to determine each named executive officer’s contributions to our long-term success.

      Annual Cash Incentives . We adopted our Annual Incentive Plan (the “Plan”) in 2006 to reward our key employees for contributions towards financial, operational and strategic goals approved by our Board. The Plan formally establishes threshold, target and maximum levels for each group of key employees, including the named executive officers, and goals that trigger awards under the Plan. Our Board views earnings before interest, taxes, depreciation and amortization, or EBITDA, as our primary short-term goal. The Compensation Committee believes that in years of outstanding performance, cash incentives should be awarded at or near a maximum level established for all key employees. The Compensation Committee reviews performance goals under the Plan on an annual basis to ensure that they are designed to promote our sustained success. The Compensation Committee has established a cap on the maximum payout under the Plan which it believes incentivizes executives to take actions that enhance the Company’s value, while mitigating the danger that executives will take excessive or unnecessary risks.

     In 2009, the performance goals were: (i) safety performance, (ii) annual EBITDA as set forth in the Company’s annual plan, and (iii) vessel reliability and delivery. In addition, each Plan participant had individual performance goals. Performance goals are primarily based on a financial budget approved by our Board and guidance provided to investors for the applicable calendar year, with “target” goals representing the Board approved budget amounts.

     We use EBITDA, a non-GAAP financial measure, as a financial metric (i) to monitor and evaluate the performance of our business operations, (ii) to facilitate management’s internal comparison of our historical operating performance of our business operations, (iii) to facilitate management’s external comparisons of the results of our overall business to the historical operating performance of our competitors, (iv) to analyze and evaluate financial and strategic planning decisions regarding future operating investments and acquisitions, which may be more easily evaluated in terms of EBITDA, (v) as a metric in the calculation of awards under the annual plan and (vi) to plan and evaluate future operating budgets and determine appropriate levels of operating investments. We calculate EBITDA as operating income or loss before depreciation and amortization, impairments and penalties on early termination of contracts, gain/loss on sale of assets, stock-based compensation and provision for doubtful accounts in respect of revenues earned in prior periods.

     Due to growth from our corporate acquisitions in 2008, the EBITDA performance target in 2009 was set quite high at $162.9 million and was weighted twice as much as compared to 2008. Despite the deterioration of our towing and supply business, weaknesses in certain markets for our subsea services and other factors that negatively impacted our EBITDA in 2009, our Board did not adjust this target and management did not meet it.

     In setting a high EBITDA target, our Board believed that it was appropriate to motivate management in the wake of our acquisitions. Our Board developed these EBITDA performance targets to establish goals for our management and not as a projection or indication of our expected results. The EBITDA target is set solely for the purpose of internal financial planning and should not be regarded as guidance to investors regarding our financial performance as it is not our policy to publicly issue targets or guidance.

     Our safety target in 2009 included consideration of environmental incidents, safety plans, security incidents and operations incidents (i.e., vessel), as well as personal injuries (recordable incident rate). We believe this reflects a high standard of safety in our Company year over year. We set our safety performance threshold to require safety which meets or exceeds the prior year’s performance. In addition, any safety bonus is forfeited if there is any vessel related accidental death.

     The individual performance component of compensation is based on individual performance goals generally developed by our named executive officers, recommended by our CEO and ultimately approved by the Compensation Committee. Each employee’s individual performance goals may include additional financial, operational or qualitative measures and are based on the prospective business environment considerations for the coming year.

     For 2009, the following table describes the annual incentive levels for the named executive officers.

Annual Incentive Plan Payout Ranges for 2009 for Named Executive Officers

		Mr.
		Compofelice-																Mr. Varma-
		Chairman																Chief
		of				Mr. Jones-				Mr. Salazar -								Administrative
		the Board,				Vice				Global Director				Mr. Wallace-				Officer, Vice
		President and				President				Of Sales and				CEO of				President and
		Chief				and Chief				Marketing				EMSL and				General
		Executive				Financial				Trico Group				Vice				Counsel and
		Officer				Officer				The Americas				President				Secretary
Threshold Incentive Compensation (% of Base Salary)			50	%			30	%			25	%			25	%			30	%
Target Incentive Compensation (% of Base Salary)			100	%			60	%			50	%			50	%			60	%
Maximum Incentive Compensation (% of Base Salary)			200	%			120	%			100	%			100	%			120	%

Annual Incentive Plan Performance Measure Weightings for 2009 for Named Executive Officers

		Mr.								Mr.				Mr.
Performance Measure		Compofelice				Mr. Jones				Salazar				Wallace				Mr. Varma
Safety			10	%			10	%			10	%			10	%			10	%
Corporate EBITDA			70	%			70	%			35	%			35	%			70	%
Division EBITDA			—				—				35	%			35	%			—
Individual			20	%			20	%			20	%			20	%			20	%

Based on our target annual incentives, the named executive officers’ total cash compensation ranged from the 48th to the 60th percentile of the survey data.

      Long-term Incentives . We grant stock-based incentive awards to key employees and our named executive officers each year. Our Compensation Committee makes these grants in the first quarter after our year-end audit so that its determination of cash and equity awards are based on our audited financial performance for the preceding year. We review the peer group and RiskMetrics Group industry burn rate table compared to our 3 year burn rate. The burn rate means the number of options granted plus the number of shares of restricted stock awarded times a multiplier established by RiskMetrics Group, with the result divided by our weighted average common shares outstanding for 2009. This review assures the Compensation Committee that stockholders value in our shares does not become overly diluted. We make grants of stock options at an option price equal to the fair market value of our common stock on the date of grant. Accordingly, stock options only have monetary value if the stock price appreciates above the price on the date of grant. Our stock options typically vest over 3 years, meaning that executives may not exercise their stock options immediately but must hold their options for a period of time prior to being able to realize value. These elements of our stock options encourage our executives to focus on long term stock price appreciation and align their interests with the interests of our stockholders.

     The Compensation Committee may grant time-based equity awards to encourage employee retention. Such awards require continued employment with us usually vesting ratably over 3 or 4 years. In addition, the Compensation Committee may grant performance-based restricted stock. The stock-based incentive awards granted in 2009 included a mix of both stock options and stock appreciation rights. We believe this mix focused our named

executive officers on the creation of stockholder value over the long-term and encouraged equity ownership in the company. Given that there were limited shares in the plan available to award, the Compensation Committee chose not to continue the use of any restricted share awards for 2009. In 2009, we generally allocated about 1/3 of the value of long-term incentives granted to our named executive officers to stock options. We allocated the remaining portion of the grants to stock appreciation rights. The Compensation Committee will continue to review the nature of stock-based incentive awards annually to ensure that awards produce sufficient incentives to create stockholder value.

     The Compensation Committee approves the total awards that will be made available to our named executive officers, as well as the size of individual grants. The amounts granted to our named executive officers vary each year and are based on individual performance, survey data, our performance as measured by goals established under the Plan, as well as the individual named executive officer’s total compensation package. Previous awards and grants, whether vested or unvested, do not influence the current year’s awards and grants; rather, award and grants are based on an employee’s expected future contributions. In making awards to management, the Compensation Committee has not taken into account “wealth accumulation,” that is, how much wealth an employee is projected to accrue as a result of awards or has accrued as a result of past awards. The Compensation Committee believes that it is appropriate to continue to compensate our executives for their on-going individual performance and the Company’s on-going performance in order to provide incentives to our executives to perform at high levels that are competitive with companies in our peer group. Additionally, equity awards are the most significant means of wealth accumulation for our executives, and our share price performance in the recent past has not resulted in significant executive wealth accumulation.

     In 2009, the Compensation Committee granted all stock appreciation awards in the form of stock options or stock appreciation rights; the Compensation Committee granted no restricted stock awards in 2009. The Committee made this decision because the awards were intended to reward executives for increasing the value in Trico’s share price in the future.

      Health and Welfare Benefits. All full-time employees, including our named executive officers, may participate in our health and welfare benefit programs, including medical, dental and vision coverage, life and accidental death and dismemberment insurance and short and long-term disability insurance. We also offer paid vacation to all of our employees including the named executive officers.

      Retirement Benefits . All employees with at least 6 months of continuous service are eligible to participate in our Section 401(k) tax-qualified, defined contribution plan. The plan enables employees to save for retirement through a tax-advantaged combination of employee and Company matching contributions, and provides employees the opportunity to directly manage their retirement plan assets through a variety of investment options. Employees may elect to defer up to 50% of their annual compensation on a pre-tax basis and have it contributed to the plan, subject to certain limitations under the Internal Revenue Code. In 2009, we matched employee contributions (up to the first 5% of his or her annual salary) with an employer contribution of $0.25 per $1.00 of employee contributions. In 2010, we will match employee contributions at 100% up to the first 6%. We will reduce the vesting schedule for the employer match from 6 years to 3 years in 2010. A discretionary contribution equivalent to 6% of eligible 2009 compensation was awarded in the first quarter of 2010.

      Relocation Benefits. We believe that employees (including executives) who are asked to relocate in connection with employment with us should receive relocation assistance corresponding to their position in our organization. We have found relocation assistance can play an important role in attracting qualified new hire candidates or transferring existing employees to locations where there is a business need. The primary benefits provided under our relocation assistance program to our named executive officers include reasonable moving and related expenses, closing costs related to selling and buying a home or assistance in leasing a home, and temporary living expenses. Based on the location, additional benefits may be offered including a foreign service premium, cost of living allowance, education for children and an automobile allowance. In 2007, we provided relocation benefits to one named executive officer as described in footnote 3 to our Summary Compensation Table.

      Post-Termination Compensation included in Employment Agreements . We have entered into employment agreements with each of our named executive officers. These employment agreements include our payment obligations to our named executive officers in the event we terminate his or her employment or if the employee terminates employment, under specified circumstances. See the “Narrative Disclosure to Summary Compensation Table” for details on the terms of these employment agreements. In the event we terminate the employment of a

named executive officer for a reason other than death, disability or Cause (as defined in each of the employment agreements-see “Terminology” below) or the employee terminates for Good Reason (as defined in each of the employment agreements-see “Terminology” below), the employee is entitled to the following benefits:

1.

a lump sum cash payment equal to the sum of:

	a.		a multiple of base salary at the rate in effect on the date of termination;
	b.		a multiple of the higher of:

	i.		the highest annual bonus paid during the three most recent fiscal years or
	ii.		the target bonus (as provided in the Company’s annual cash incentive plan) for the fiscal year in which his or her date of termination occurs; and

c.

any bonus earned and accrued as of the date of termination which relates to periods that have ended on or before such date and which have not yet been paid by the Company; and

2.

health coverage for beyond his or her termination of employment until he or she receives health plan coverage from a new employer as outlined below.

     The table below sets forth the salary and bonus multiples for each named executive officer based on whether the termination is or is not in connection with, based upon or within 12 months after a Change-in-Control (as defined in “Terminology” below):

				If involuntary termination does
				not occur
				in connection with, based upon				If termination occurs in connection
				or within				with, based upon or within 12
				12 months after a Change-in-				months
				Control				after a Change-in-Control
				Salary		Bonus		Salary
Name		Health Coverage		multiple		multiple		multiple		Bonus multiple
Mr. Compofelice		For 18 months after termination, he continues to contribute as if an employee then for an additional 36 months he must make COBRA* contributions to continue coverage		2X		2X		2.99X		2.99X
Mr. Jones		For 12 months after termination, he continues to contribute as if an employee then for an additional 18 months he must make COBRA* contributions to continue coverage		1X		1X		2.99X		2.99X

				If involuntary termination does
				not occur
				in connection with, based upon				If termination occurs in connection
				or within				with, based upon or within 12
				12 months after a Change-in-				months
				Control				after a Change-in-Control
				Salary		Bonus		Salary
Name		Health Coverage		multiple		multiple		multiple		Bonus multiple
Mr. Salazar		For 12 months after termination, he continues to contribute as if an employee then for an additional 18 months he must make COBRA* contributions to continue coverage		0X		0X		1X		1X
				If involuntary termination does
				not occur
				in connection with, based upon				If termination occurs in connection
				or within				with, based upon or within 12
				12 months after a Change-in-				months
				Control				after a Change-in-Control
				Salary		Bonus		Salary
Name		Health Coverage		multiple		multiple		multiple		Bonus multiple
Mr. Wallace		For 12 months after termination, he continues to contribute as if an employee then for an additional 18 months he must make COBRA* contributions to continue coverage		1X		1X		2.99X		2.99X
Mr. Varma		For 12 months after termination, he continues to contribute as if an employee then for an additional 18 months he must make COBRA* contributions to continue coverage		1X		1X		2.99X		2.99X

     Mr. Compofelice’s employment agreement separates the Chairman of the Board from the Chief Executive Officer role for the purposes of termination of employment. This means that if Mr. Compofelice merely ceases to be Chairman of the Board but continues to be the Chief Executive Officer of the Company, no severance benefits would be paid to him in that event.

     In the event we terminate the employment of a named executive officer for a reason other than death, disability or Cause or the employee terminates for Good Reason, and the termination occurs in connection with, based upon or within 12 months after a Change-in-Control, all outstanding options, restricted stock awards and other equity based awards will become fully vested and immediately exercisable on the date of termination. The payments due our named executive officers pursuant to the employment agreements are also subject to “gross-up” adjustments if specified taxes are imposed on such payments.

     The employment agreements between us and our named executive officers and the related severance provisions are designed to meet the following objectives:

      Change-in-Control . As part of our normal course of business, we engage in discussions with other companies about possible collaborations and/or other ways in which the companies may work together to further our respective long-term objectives. In addition, many larger, established companies consider companies at similar stages of

development to ours as potential acquisition targets. In certain scenarios, the potential for a merger or acquisition may be in the best interests of our stockholders. We provide severance compensation if an executive’s employment is terminated following a Change-in-Control transaction to incentivize our senior executives to act in the best interests of our stockholders, even though their employment could be terminated as a result of the transaction.

      Termination without Cause. If we terminate the employment of an executive officer without Cause as defined in the applicable agreement, we are obligated to continue to pay him certain amounts. These amounts are described in greater detail in “Potential Payments Upon Termination or Change-in-Control.” We believe these payments are appropriate because the terminated executive is bound by confidentiality, nonsolicitation and non-compete provisions covering two years after termination. We also value the certainty of having a mutually agreed to severance package in place prior to any termination event. This provides us with more flexibility to make a change in senior management if such a change is in our and our stockholders’ best interests.

Other Agreements

     Outside of a Change in Control, if the named executive officer’s employment is terminated by reason of disability or death, then the options granted to him under our form of Non-Statutory Stock Option Agreement or the restricted stock granted to him under our form of Restricted Stock Award Agreement will fully vest (and restrictions will fully lapse) and be exercisable by such named executive officer (or the estate or the person who acquires the options/shares by will or the laws of descent and distribution or otherwise by reason of his death (the “Estate”)), as applicable, for one year following the date of termination. If we terminate a named executive officer’s employment without Cause or if he terminates for Good Reason, and he executes a release, the options granted under the Non-Statutory Option Agreement will fully vest and be exercisable by him for three months following the date of termination or by his Estate for one year following the date of termination if he dies during the three month period. If the named executive officer does not execute a release, then he can only exercise the options that have vested on or prior to the date of termination. Finally, if a named executive officer’s employment is terminated for any other reason, he can exercise the options that have vested on or prior to the date of termination for three months following the date of termination (or his Estate can exercise the vested options for one year following the date of termination if he dies during the three month period), and his restricted shares will be forfeited if the time or performance restrictions are not met.

      Perquisites. We believe that the core elements of executive compensation should be tied directly or indirectly to the actual performance of the Company. As a result, we do not have a perquisite program. We believe that this position is particularly warranted in the difficult general business climate we face which has caused us to find ways to reduce our costs .

2009 Decisions

      Base Salary. Based on Mr. Compofelice’s recommendation (other than with respect to his own salary), the Compensation Committee adjusts the named executive officers’ base salaries every other year to reflect appropriate increases. Based on the recommendation of the Compensation Committee, we made the following base salary adjustments effective January 1, 2009:

Name		Base salary-2008				Base salary-2009
Mr. Compofelice		$	500,000			$	600,000
Mr. Jones		$	250,000			$	325,000
Mr. Salazar		$	230,000			$	230,000
Mr. Wallace		$	225,000			$	225,000
Mr. Varma		$	250,000			$	325,000

In 2009, base salaries for our named executive officers were closer to the market median than they were in 2008. The base salaries ranged from the 43rd to the 54th percentile of the survey data in 2009.

      Annual Cash Incentives. Effective in 2009, under the Annual Cash Incentive Plan (the “incentive plan”), we established target annual incentives of 60% of annual base salary for Messrs. Jones and Varma. The threshold annual incentive will be 30% of their annual base salary, and their maximum annual incentive will be 120% of their annual base salary. These adjustments are in line with the survey data.

     On April 29, 2009, the Board amended its performance goals for 2009 to include (i) continued safety throughout the worldwide fleet, (ii) corporate annual EBITDA based on our annual budget plan, (iii) commitment to the vessel delivery plan, and (iv) individual performance measured against specific goals reviewed and approved by the Board. These changes were adopted for two primary reasons: first, to ensure that EBITDA goals more closely reflected each division’s financial performance; and second, to emphasize the importance of vessel deliveries in 2009 for the Company to achieve its overall EBITDA goal. For 2009, the Committee determined that division EBITDA targets were also critical to the overall financial performance of the Company, and should be considered in compensation decisions across the Company.

     We did not achieve our corporate EBITDA performance objectives in 2009, and all but one division missed its EBITDA performance objectives. Our named executive officers received cash bonuses under the Plan based on their respective achievement of individual goals and our achievement of other goals in 2009 as follows:

Mr. Compofelice		$	240,000
Mr. Jones		$	135,625
Mr. Salazar		$	39,375
Mr. Wallace		$	42,188
Mr. Varma		$	174,625

Percentage of Base Salary Paid Based on Annual Incentive Plan Performance Achievement for 2009 for Named Executive Officers

		Mr.								Mr.				Mr.
Performance Measure		Compofelice				Mr. Jones				Salazar				Wallace				Mr. Varma
Safety			17.5	%			10.5	%			8.75	%			8.75	%			10.5	%
Corporate EBITDA			0	%			0	%			0	%			0	%			0	%
Division EBITDA			—				—				0	%			0	%			—
Individual			22.5	%			31.2	%			10.0	%			10.0	%			43.2	%
Total			40.0	%			41.7	%			18.75	%			18.75	%			53.7	%

      Long-term Incentive . Given the significant decline in the Company’s market capitalization, in 2009 the Committee decided not to use a percentage of comparative market data in determining equity awards. The grant date fair value of the 2009 awards is more than 90% below the comparable 2008 awards’ value. The Committee intends to review this decision in coming years and make appropriate changes to our long-term incentive awards based on future economic and business conditions. To balance the need to retain key employees and minimize stockholder dilution, the Committee determined that a mix of stock options and cash-settled stock appreciation rights would provide our employees with appropriate upside potential and motivate our executive officers to work to improve our share price. See the Grants of Plan-Based Awards for details on the awards made in 2009. Based on our target annual incentives and grant date value of long-term awards, the named executive officers’ total direct compensation ranged from the 31st to the 40th percentile of the survey data.

      Total Compensation Mix . Based on the decisions made during 2009, the Compensation Committee continues to focus on tying pay to achieving performance goals. With the grant date value of the long-term awards at their reduced level in 2009, the mix in 2009 has shifted from the prior year. We believe Mr. Compofelice should have the most compensation at risk (estimated to be at least 60% of total compensation), given his role as the Chief Executive Officer of the Company. Messrs. Jones and Varma, as the Company’s Chief Financial Officer and Chief Operations Officer, respectively, should have more compensation at risk (estimated to be about 50% of their total direct compensation) than the other named executive officers. We believe the other named executive officers should have about 40% of their total direct compensation at risk. As outlined by the table below, we allocate an average of approximately 33% of total direct compensation to annual incentive pay and an average of 13% to long-term incentive pay for the named executive officers.

		Base Salary as				Annual Incentive (Pay At Risk)				Long-Term Incentive (Pay At
		percentage of total direct				of percentage of total direct				Risk) of percentage of total
Name and Position		Compensation				Compensation				direct compensation
Mr. Compofelice			41.8	%			41.8	%			16.4	%
Mr. Jones			52.9	%			31.7	%			15.4	%
Mr. Salazar			60.5	%			30.2	%			9.3	%
Mr. Wallace			60.5	%			30.2	%			9.3	%
Mr. Varma			52.9	%			31.7	%			15.4	%

2010 Decisions

      Base Salary. Based on Mr. Compofelice’s recommendation, the Compensation Committee adjusts the named executive officers’ base salaries each year to reflect appropriate increases. At the December 8, 2009 meeting of the Board, based on the recommendation of the Compensation Committee, the following base salary adjustments were approved effective January 1, 2010:

Name		Base salary-2009				Base salary-2010
Mr. Jones		$	325,000			$	340,000
Mr. Salazar		$	230,000			$	250,000
Mr. Wallace		$	225,000			$	250,000
Mr. Varma		$	325,000			$	375,000

The increases reflect the Compensation Committee’s attempt to keep the salaries of our executive officers competitive with peer companies based on the survey data. In addition, the increases with respect to Mr. Jones reflect his increased responsibilities in connection with his promotion to Senior Vice President and Chief Administrative Officer (in addition to continuing as our Chief Financial Officer); the increase with respect to Mr. Varma reflects his increased responsibilities in connection with his promotion to Senior Vice President and Chief Operations Officer; the increase with respect to Mr. Salazar reflects his increased responsibilities in connection with his promotion to Vice President, Americas and West Africa; and the increase with respect to Mr. Wallace reflects his increased responsibilities in connection with his promotion to Vice President, Business Development.

      Annual Cash Incentives. On February 19, 2010, the Board amended its performance goals for 2010 to include (i) improved safety throughout the worldwide fleet, (ii) annual EBIDTA in our annual budget plan, (iii) vessel reliability, to measure any unplanned downtime resulting in lost revenue, and (iv) individual performance as measured against specific goals reviewed and approved by the Board. These changes were adopted to ensure that EBIDTA goals more closely reflected each division’s financial performance. We continue to believe that division EBIDTA targets are critical to the overall performance of the Company and should be considered in compensation decisions across the Company. We believe that this additional financial performance measure more closely aligns the entire worldwide management team to meet or exceed financial performance targets. We have taken no action on annual incentives for the named executive officers in 2010.

Annual Incentive Plan Payout Ranges for 2010 for Named Executive Officers

		Mr.
		Compofelice-				Mr. Jones-
		Chairman of				SVP,
		the Board,				Chief												Mr. Varma-
		President and				Financial				Mr. Salazar -								SVP, Chief Operations
		Chief				Officer and				Vice President,				Mr. Wallace-				Officer, General
		Executive				Chief				Americas and				Vice President, Business				Counsel and
		Officer				Administrative Officer				West Africa				Development				Corporate Secretary
Threshold Incentive Compensation (% of Base Salary)			50	%			30	%			25	%			25	%			30	%
Target Incentive Compensation (% of Base Salary)			100	%			60	%			50	%			50	%			60	%
Maximum Incentive Compensation (% of Base Salary)			200	%			120	%			100	%			100	%			120	%

		Mr.								Mr.				Mr.
Performance Measure		Compofelice				Mr. Jones				Salazar				Wallace				Mr. Varma
Safety			5	%			5	%			10	%			5	%			5	%
Corporate EBITDA			75	%			75	%			25	%			75	%			75	%
Division EBITDA			—				—				40	%			—				—
Individual			20	%			20	%			25	%			20	%			20	%

      Long-term Incentives . Given the significant decline in the Company’s market capitalization, the Compensation Committee has decided not to use comparative market data to determine equity awards. The Committee intends to review this decision in coming years and make appropriate changes in our long term incentive awards based on future economic and business conditions. To balance the need to retain key employees and be minimize stockholder dilution, the Committee determined that the mix of cash settled stock appreciation rights and phantom restricted stock units would provide appropriate upside potential and motivation for executive officers to work to improve our share price. The Committee substituted phantom restricted stock units in 2010 for stock options due to the Company’s limited availability of authorized and unissued common stock under the Company’s Amended and Restated 2004 Stock Incentive Plan.

Other Important Compensation Policies

      Policy Regarding Tax Deductibility of Compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended, limits our allowable deduction for compensation paid to the Chief Executive Officer and the other top three highest compensated executive officers in any year to $1 million. Qualified performance-based compensation is excluded from this deduction limitation if certain requirements are met. Stock options and performance-based restricted stock awards we have granted have been structured to qualify as performance-based. The Compensation Committee’s intent is to design compensation awards that will be deductible without limitation where doing so will further the purposes of the Company’s executive compensation program. The Compensation Committee will, however, take into consideration the other factors described in this Compensation Discussion and Analysis, together with Section 162(m) considerations in making executive compensation decisions and could, in certain circumstances, approve and authorize compensation that is not fully tax deductible. None of the compensation we paid to our named executive officers in 2009 was subject to the deduction limitation set forth in Section 162(m).

      Policy Regarding “Clawback” of Compensation . In December 2009, our Board approved a policy which allows us to recover from a senior executive annual or long-term incentive award overpayments. If an error or errors occurs in any financial statement resulting from an intentional or fraudulent act or omission by any senior executive, then the senior executives will reimburse us for any award payment made based on the error.

      Policy Regarding Tax Gross-Up Provisions . In December 2009, the Committee approved a policy that no tax gross-up payment provisions will be offered in any future compensatory arrangement with any current or prospective employee of the Company without the prior written consent of the Board. In the Committee’s view,

granting such payments should only be considered on a case-by-case basis when the Committee can evaluate the relative ease or difficulty of recruiting employees without offering such payments.

      Executive Stock Ownership Guidelines . In November 2009, our Board approved a stock ownership policy which emphasizes the link between covered officers and the long term interest of stockholders. Covered officers are required to accumulate shares within five years of becoming covered by the guidelines. The following table outlines their target ownership for these guidelines.

Title		Share Value Ownership Target
CEO		3X base salary
Chief Administrative Officer, Chief Financial Officer		2X base salary
Other selected Officers (including all other named executive officers)		1X base salary

A covered officer is expected to retain 50% of the after tax proceeds in shares until he or she meets the applicable ownership threshold. Covered officers are expected to accumulate and hold shares held directly or indirectly and acquired under any unvested time-based restricted shares and any vested in the money options. Covered employees cannot engage in hedging strategies with any shares counting towards their ownership guidelines. Currently covered officers have until December 31, 2014 to be in compliance.

Director Stock Ownership Guidelines . In November 2009, our Board approved this policy which emphasizes the link between non-employee directors and the long term interest of shareholders. Non-employee directors are required to accumulate shares equal in value to at least two times the amount of their annual cash retainer within five years of election to the Board. A non-employee director is expected to retain 50% of the after tax proceeds in shares until he or she meets the stock ownership threshold. Non-employee directors are expected to accumulate and hold shares held directly or indirectly, and shares acquired under any unvested time-based restricted shares and any vested in the money options. Non-employee directors cannot engage in hedging strategies with any shares counting towards their ownership guidelines. Current non-employee directors have until December 31, 2014 to be in compliance.

Terminology

Total Cash means Base Salary plus any annual incentive, bonus or other cash payment to an executive.

Total Direct Compensation means Total Cash plus any equity awards made to an executive.

Change-in-Control means

	•		our merger with another entity, our consolidation or our sale of all or substantially all of our assets to another entity where our holders of equity securities immediately prior to the transaction do not beneficially own immediately after the transaction equity securities of the resulting entity entitled to 50% or more of the vote then eligible to be cast in the election of directors of the resulting entity;
	•		our dissolution or liquidation;
	•		any person or entity acquires or gains ownership or control of more than 50% of the combined voting power of our securities; or
	•		persons who were members of the Board immediately before an election of the directors cease to constitute a majority of our Board.

Termination for Cause means an executive has engaged in gross negligence or willful misconduct in the performance of the duties required of his role, has willfully refused without proper legal reason to perform the duties and responsibilities of his role, has materially breached any provision in the employment agreement or corporate policy, has willfully engaged in conduct he knows is injurious to us, has been convicted of or pleaded no contest to, a crime involving moral turpitude or any felony or has engaged in any act of serious dishonesty which adversely affects the executive’s performance.

Termination for Good Reason means an executive has the right to terminate employment for any of the following reasons within 60 days of:

	•		a material breach by us of any provision of the employment agreement;
	•		a material diminution in the nature or scope of the executive’s duties and responsibilities;
	•		the assignment to the executive of duties and responsibilities that are materially inconsistent with the position in the employment agreement;
	•		any material change in the geographic location at which the executive must perform services;
	•		the executive not being offered the same position at the resulting entity in connection with a Change-in-Control; or
	•		a material diminution in health and welfare, vacation or other benefits we provide including business expenses and equity awards.

Compensation Committee Report

     The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” included in this proxy statement with our management, and, based on such review and discussions, the Compensation Committee recommended to our Board that the “Compensation Discussion and Analysis” be included in this proxy statement.

The Compensation Committee
Ben A. Guill., Chairman of the Committee
Richard A. Bachman
Per Staehr

Compensation Summary

     The following Summary Compensation Table sets forth the 2009, 2008 and 2007 compensation of Joseph S. Compofelice, our principal executive officer, Geoff A. Jones, our principal financial officer, and our three most highly compensated executive officers for the last completed fiscal year (collectively, the “named executive officers”). Additional details regarding the applicable elements of compensation in the Summary Compensation Table are provided in the footnotes following the table.

														Stock				Option				All Other				Total
Name and Principal Position		Year				Salary				Bonus (1)				Awards (2)				Awards (2)				Compensation (3)				Compensation
Joseph S. Compofelice			2009			$	600,000			$	240,000			$	—			$	324,593			$	18,498			$	1,183,041
Chairman and Chief Executive Officer (4)			2008			$	500,000			$	570,046			$	1,427,560			$	—			$	17,572			$	2,515,178
			2007			$	288,524			$	393,637			$	1,959,000			$	772,000			$	14,586			$	3,427,747
Geoff Jones			2009			$	325,000			$	135,625			$	—			$	32,056			$	12,707			$	605,388
Senior Vice President, Chief Financial			2008			$	250,000			$	142,512			$	461,230			$	—			$	17,572			$	871,314
Officer and Chief Administrative Officer			2007			$	242,330			$	134,271			$	247,967			$	90,249			$	16,370			$	731,187
Rishi A. Varma			2009			$	325,000			$	174,625			$	—			$	132,056			$	16,698			$	648,379
Senior Vice President, Chief Operations			2008			$	250,000			$	142,512			$	461,230			$	—			$	17,361			$	871,103
Officer, General Counsel and			2007			$	242,330			$	164,271			$	247,967			$	90,249			$	20,286			$	765,103
Corporate Secretary
D. Michael Wallace			2009			$	225,000			$	42,188			$	—			$	45,648			$	21,603			$	334,437
Vice President, Business			2008			$	304,544	(5)		$	128,260			$	415,094			$	—			$	254,924			$	1,102,822
			2007			$	304,544	(5)		$	120,844			$	247,967			$	90,249			$	196,844			$	960,448
Tomas R. Salazar			2009			$	230,000			$	43,125			$	—			$	46,664			$	15,725			$	335,514
Vice President, Americas and West Africa			2008			$	216,666			$	123,510			$	276,740			$	—			$	17,361			$	634,277
Global Director of Sales and Marketing			2007				164,023				67,365			$	55,515			$	20,205			$	16,361			$	323,469

										Dollar Value of				Relocation				Automobile
Name		Year				401(k) Plan ($)				Life Insurance ($)				Benefits ($)				Benefits ($)				Total ($)
Joseph S. Compofelice			2009				1,250				2,172												3,422
			2008				8,250				1,664				—				—				9,914
			2007				—				2,334				—				—				2,334
Geoff A. Jones			2009				2,458				2,172												4,630
			2008				8,250				1,664				—				—				9,914
			2007				2,617				1,947				—				—				4,564
Rishi A. Varma			2009				2,458				2,184												4,642
			2008				8,250				1,567				—				—				9,817
			2007				2,405				1,947				—				—				4,352
D. Michael Wallace			2009				1,480				1,644												3,124
			2008				8,250				1,664				—				—				9,914
			2007				2,388				1,754				38,870				25,793				68,805
Tomas R. Salazar			2009				2,023				1,682												3,705
			2008				8,250				1,567				—				—				9,817
			2007				8,250				1,567				—				—				9,817

     Also included in 2008 and 2007 is $254,924 and $128,039, respectively, of payments on behalf of Mr. Wallace associated with his expatriate assignment in Shanghai.

(4)		Mr. Compofelice was appointed as the Company’s Chief Executive Officer on July 9, 2007. In 2007, Mr. Compofelice received total compensation of $124,516 as our non-executive Chairman of the Board.
(5)		Mr. Wallace’s 2009, 2008 and 2007 annual salary includes a foreign service premium of $45,000 and a cost of living adjustment of $34,544.

Grants of Plan-Based Awards

     The following table and the footnotes thereto provide information regarding grants of plan-based equity and non-equity awards made to the named executive officers during 2009.

						Estimated Future Payments under												Estimated Future Payments under												All other				All other				Exercise or				Grant Date
		Grant				non-equity incentive plan awards												equity incentive plan awards												stock				option				Base Price				FV of Stock
Name		Date				Threshold				Target				Maximum				Threshold				Target				Maximum				awards				awards				of Option				& Options
Joseph S. Compfelice			3/13/2009				—				—				—				—				—				—				—				48,750				2.05				49,725
			3/13/2009																																90,417				2.05				274,868
Geoff A. Jones			3/13/2009				—				—				—				—				—				—				—				16,927				2.05				17,266
			3/13/2009																																37,760				2.05				114,790
Rishi A. Varma			3/13/2009				—				—				—				—				—				—				—				16,927				2.05				17,266
			3/13/2009																																37,760				2.05				114,790
D. Michael Wallace			3/13/2009				—				—				—				—				—				—				—				7,031				2.05				7,172
			3/13/2009																																12,656				2.05				38,474
Tomas R. Salazar			3/13/2009				—				—				—				—				—				—				—				7,188				2.05				7,332
			3/13/2009																																12,938				2.05				39,332
																																			288,354								681,014