exv10w2






Exhibit 10.2




SECOND AMENDMENT TO

RETIREMENT AGREEMENT




     THIS SECOND AMENDMENT TO RETIREMENT AGREEMENT (“Amendment”) is entered into by and between
Trico Marine Services, Inc., a Delaware corporation (the “Company”), and Joseph S. Compofelice
(“Director”) as of July 23, 2008.



     WHEREAS, Director has been elected to serve as a member of the Board of Directors of the
Company (the “Board”), and has been designated by the Board as Chairman of the Board;



     WHEREAS, the Company and Director have heretofore entered into that certain Retirement
Agreement dated as of March 15, 2005, as amended (the “Retirement Agreement”);



     WHEREAS, the Company and Director have heretofore entered into Employment Agreement effective
as of July 9, 2007, pursuant to which the Company has employed Director in the positions of
President and Chief Executive Officer of the Company;



     WHEREAS, the Company and Director have entered into an Amended and Restated Employment
Agreement effective as of July 23, 2008 (the “Amended and Restated Employment Agreement”);



     WHEREAS, pursuant to Section 5 of the Retirement Agreement, the Company and Director have the
authority to amend the Retirement Agreement; and



     WHEREAS, in connection with entering into the Amended and Restated Employment Agreement, the
Company and Director desire to amend the Retirement Agreement in certain respects;



     NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set
forth herein, the Company and Director hereby agree, effective as of the date first set forth
above, that the Retirement Agreement shall be amended as hereafter provided:



     1. The following sentence shall be added at the end of Section 2 of the Retirement Agreement:




“The Amended and Restated Employment Agreement between the Company and Director
effective as of July 23, 2008 (the “Employment Agreement”) provides for certain
termination benefits (the “Termination Benefits”) if Director ceases to be employed
by the Company under certain circumstances outside the control of Director. The
Termination Benefits are consistent with those provided to other executives of the
Company and to executives of other similar companies. While the Board and Director
view the Termination Benefits as a new benefit separate
and distinct from the retirement benefits provided under this Agreement, the Board
has determined that Director should not be entitled to receive both the



 









 








Termination
Benefits and the retirement benefits under this Agreement, so the Board and Director
have agreed that if Director receives the Termination Benefits, he will not be
eligible to receive the retirement benefits under this Agreement. Therefore,
notwithstanding anything in this Agreement to the contrary, if Director receives the
Termination Benefits provided for in the Employment Agreement, he shall not be
eligible to receive the retirement benefits under Section 1 of this Agreement.”



     2. This Amendment (a) shall supersede any prior agreement between the Company and Director
relating to the subject matter of this Amendment and (b) shall be binding upon and inure to the
benefit of the parties hereto and any successors to the Company and all persons lawfully claiming
under Director.



     3. Except as expressly modified by this Amendment, the terms of the Retirement Agreement shall
remain in full force and effect and are hereby confirmed and ratified.



     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date first set forth above.



	 	 	 	 	 	 	 
	 	 	TRICO MARINE SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Rishi A. Varma 	 	 
	 

	 	
	 	 

Name: Rishi Varma
	 	 
	 

	 	
	 	Title: Chief Administrative Officer, Vice President


           and General Counsel	 	 
	 
	 	 	 	 	 	 
	 
	 	/s/ Joseph S. Compofelice	 	 
	 	 	 	 	 
	 	 	JOSEPH S. COMPOFELICE	 	 








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