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Exhibit 4.11
 THE MERIDIAN RESOURCE CORPORATION
2006 NON-EMPLOYEE DIRECTORS INCENTIVE PLAN




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THE MERIDIAN RESOURCE CORPORATION
2006 NON-EMPLOYEE DIRECTORS INCENTIVE PLAN
 ARTICLE I ESTABLISHMENT, PURPOSE AND DURATION
    
    
    11.1 Establishment
    
    
    11.2 Purpose of the Plan
    
    
    11.3 Duration of the Plan
    
    
    1ARTICLE II DEFINITIONS
    
    
    12.1 Affiliate
    
    
    12.2 Award
    
    
    12.3 Award Agreement
    
    
    12.4 Board
    
    
    12.5 Code
    
    
    12.6 Company
    
    
    22.7 Corporate Change
    
    
    22.8 Date of Grant
    
    
    22.9 Disability
    
    
    22.10 Dividend Equivalent
    
    
    22.11 Fair Market Value
    
    
    22.12 Fiscal Year
    
    
    22.13 Holder
    
    
    22.14 Minimum Statutory Tax Withholding Obligation
    
    
    22.15 Non-Employee Director
    
    
    22.16 Option
    
    
    22.17 Optionee
    
    
    22.18 Option Price
    
    
    22.19 Period of Restriction
    
    
    22.20 Plan
    
    
    32.21 Restricted Stock
    
    
    32.22 Restricted Stock Award
    
    
    32.23 Section 409A
    
    
    32.24 Stock
    
    
    3ARTICLE III ELIGIBILITY AND PARTICIPATION
    
    
    33.1 Eligibility
    
    
    33.2 Participation
    
    
    3ARTICLE IV GENERAL PROVISIONS RELATING TO AWARDS
    
    
    34.1 Authority to Grant Awards
    
    
    34.2 Dedicated Shares; Maximum Awards
    
    
    34.3 Shares That Count Against Limit
    
    
    44.4 Non-Transferability
    
    
    44.5 Requirements of Law
    
    
    44.6 Changes in the Companys Capital Structure
    
    
    44.7 Election Under Section 83(b) of the Code
    
    
    74.8 Forfeiture Events
    
    
    74.9 Award Agreements
    
    
    74.10 Amendments of Award Agreements
    
    
    7
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4.11 Rights as Stockholder
    
    
    74.12 Issuance of Shares of Stock
    
    
    84.13 Restrictions on Stock Received
    
    
    84.14 Compliance With Section 409A
    
    
    8ARTICLE V OPTIONS
    
    
    85.1 Authority to Grant Options
    
    
    85.2 Option Grants
    
    
    85.3 Vesting of Option
    
    
    85.4 Duration of Option
    
    
    85.5 Option Agreement
    
    
    95.6 Exercise of Option
    
    
    95.7 No Rights as Stockholder
    
    
    9ARTICLE VI RESTRICTED STOCK AWARDS
    
    
    96.1 Restricted Stock Awards
    
    
    96.2 Restricted Stock Award Agreement
    
    
    106.3 Holders Rights as Stockholder
    
    
    10ARTICLE VII ADMINISTRATION
    
    
    107.1 Awards
    
    
    107.2 Authority of the Board
    
    
    107.3 Decisions Binding
    
    
    117.4 No Liability
    
    
    11ARTICLE VIII AMENDMENT OR TERMINATION OF PLAN
    
    
    118.1 Amendment, Modification, Suspension, and Termination
    
    
    118.2 Awards Previously Granted
    
    
    11ARTICLE IX MISCELLANEOUS
    
    
    119.1 Unfunded Plan/No Establishment of a Trust Fund
    
    
    119.2 Awards Do Not Grant Any Right To Continue To Serve On Board
    
    
    129.3 Tax Withholding
    
    
    129.4 Gender and Number
    
    
    139.5 Severability
    
    
    139.6 Headings
    
    
    139.7 Other Compensation Plans
    
    
    139.8 Successors
    
    
    139.9 Law Limitations/Governmental Approvals
    
    
    139.10 Delivery of Title
    
    
    139.11 Inability to Obtain Authority
    
    
    139.12 Investment Representations
    
    
    139.13 Persons Residing Outside of the United States
    
    
    139.14 Governing Law
    
    
    14
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THE MERIDIAN RESOURCE CORPORATION
2006 NON-EMPLOYEE DIRECTORS INCENTIVE PLAN
 ARTICLE I
 ESTABLISHMENT, PURPOSE AND DURATION
 Establishment.
 Purpose of the Plan.
 Duration of the Plan.
 ARTICLE II
 DEFINITIONS
  Affiliate
 Award
 Award Agreement
 Board
 Code
 1




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Company
  Corporate Change 
 Date of Grant
 Disability
 Dividend Equivalent
 Fair Market Value
 Fiscal Year  .
 Holder
 Minimum Statutory Tax Withholding Obligation
 Non-Employee Director
 Option
 Optionee
 Option Price
  Period of Restriction 
 2




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Plan
 Restricted Stock
 Restricted Stock Award
 Section 409A
 Stock
 ARTICLE III
 ELIGIBILITY AND PARTICIPATION
 Eligibility.
 Participation.
 ARTICLE IV
 GENERAL PROVISIONS RELATING TO AWARDS
 Authority to Grant Awards
 Dedicated Shares; Maximum Awards .
    3




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Shares That Count Against Limit.
    Non-Transferability .
 Requirements of Law.
 Changes in the Companys Capital Structure.
  4




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Corporate Change
   5




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6




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Election Under Section 83(b) of the Code.
 Forfeiture Events.
 Award Agreements
 Amendments of Award Agreements.
 Rights as Stockholder.
 7




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Issuance of Shares of Stock.
 Restrictions on Stock Received.
 Compliance With Section 409A.
 ARTICLE V
 OPTIONS
 Authority to Grant Options.
 Option Grants. Date of Grant Option Price
 Vesting of Option.
 Duration of Option.
 8




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Option Agreement.
 Exercise of Option.
 General Method of Exercise
 Exercise Through Third-Party Broker
 No Rights as Stockholder.
 ARTICLE VI
 RESTRICTED STOCK AWARDS
 Restricted Stock Awards .
 9




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Restricted Stock Award Agreement.
 Holders Rights as Stockholder.
 ARTICLE VII
 ADMINISTRATION
 Awards.
 Authority of the Board.
 10




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Decisions Binding.
 No Liability.
 ARTICLE VIII
 AMENDMENT OR TERMINATION OF PLAN
 Amendment, Modification, Suspension, and Termination
 Awards Previously Granted
 ARTICLE IX
 MISCELLANEOUS
 Unfunded Plan/No Establishment of a Trust Fund.
 11




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Awards Do Not Grant Any Right To Continue To Serve On Board.
 Tax Withholding.
 12




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Gender and Number.
 Severability
 Headings.
 Other Compensation Plans.
 Successors.
 Law Limitations/Governmental Approvals
 Delivery of Title
 Inability to Obtain Authority
 Investment Representations
 Persons Residing Outside of the United States.
 13




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Governing Law.
 14