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                                                                   EXHIBIT 10.10

                             AMENDED AND RESTATED
                          TRICO MARINE SERVICES, INC.
                       1996 INCENTIVE COMPENSATION PLAN

     1. PURPOSE. The purpose of the 1996 Incentive Compensation Plan (the
"Plan") of Trico Marine Services, Inc. ("Trico") is to increase shareholder
value and to advance the interests of Trico and its subsidiaries (collectively,
the "Company") by furnishing a variety of economic incentives (the "Incentives")
designed to attract, retain and motivate employees and officers and to
strengthen the mutuality of interests between such employees and officers and
Trico's shareholders. Incentives may consist of opportunities to purchase or
receive shares of Trico's common stock, $.01 par value per share (the "Common
Stock"), on terms determined under the Plan. As used in the Plan, the term
"subsidiary" means any corporation of which Trico owns (directly or indirectly)
within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as
amended (the "Code"), 50% or more of the total combined voting power of all
classes of stock. Any Incentives granted hereunder, prior to approval of the
Plan by the shareholders of Trico, shall be granted subject to such approval.

     2. Administration.

          2.1 COMMITTEE. The Plan shall be administered by the compensation
     committee of the Board of Directors of Trico, or by a subcommittee of the
     compensation committee. The committee or subcommittee that administers the
     Plan shall be referred to hereinafter as the "Committee". The Committee
     shall consist of not fewer than two members of the Board of Directors, each
     of whom shall (a) qualify as a non-employee director under Rule 16b-3 under
     the Securities Exchange Act of 1934 (the "1934 Act"), as currently in
     effect or any successor rule, and (b) qualify as an "outside director"
     under Section 162(m) of the Code.

          2.2 AUTHORITY. The Committee shall have plenary authority to award
     Incentives under the Plan, to interpret the Plan, to establish any rules or
     regulations relating to the Plan that it determines to be appropriate, to
     enter into agreements with participants as to the terms of the Incentives
     (the "Incentive Agreements") and to make any other determination that it
     believes necessary or advisable for the proper administration of the Plan.
     Its decisions in matters relating to the Plan shall be final and conclusive
     on the Company and participants. The Committee may delegate its authority
     hereunder to the extent provided in Section 3 hereof.

     3. ELIGIBLE PARTICIPANTS. Officers and key employees of the Company
(including officers who also serve as directors of the Company) shall become
eligible to receive Incentives under the Plan when designated by the Committee.
Participants may be designated individually or by groups or categories, as the
Committee deems appropriate. With respect to participants not subject to Section
16 of the 1934 Act or Section 162(m) of the Code,, the Committee may delegate to
appropriate personnel of the Company its authority to designate participants, to
determine the size and type of Incentives to be received by those participants
and to determine or modify performance objectives for those participants.

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     4. TYPES OF INCENTIVES. Incentives may be granted under the Plan to
eligible participants in any of the following forms, either individually or in
combination, (a) non-qualified and incentive stock options; (b) stock
appreciation rights ("SARs") (c) restricted stock; (d) performance shares; (e)
stock awards; and (f) cash awards.

     5.   SHARES SUBJECT TO THE PLAN.

          5.1 NUMBER OF SHARES. Subject to adjustment as provided in Section
     12.6, the total number of shares of Common Stock with respect to which
     Incentives may be granted under the Plan shall not exceed 450,000 shares
     during the effectiveness of the Plan. Incentives with respect to no more
     than 50,000 shares of Common Stock may be granted through the plan to a
     single participant in one calendar year. In the event that a stock option,
     SAR or performance share granted hereunder expires or is terminated or
     cancelled prior to exercise or payment, any shares of Common Stock that
     were issuable thereunder may be issued again under the Plan. In the event
     that shares of Common Stock are issued as Incentives under the Plan and
     thereafter are forfeited or reacquired by the Company pursuant to rights
     reserved upon issuance thereof, such forfeited and reacquired shares may be
     issued again under the Plan. If an Incentive is to be paid in cash by its
     terms, the Committee need not make a deduction from the shares of Common
     Stock issuable under the Plan with respect thereto. If and to the extent
     that an Incentive may be paid in cash or shares of Common Stock, the total
     number of shares available for issuance hereunder shall be decreased by the
     number of shares payable under such Incentive, provided that upon any
     payment of all or part of such Incentive in cash, the total number of
     shares available for issuance hereunder shall be increased by the
     appropriate number of shares represented by the cash payment, as determined
     in the sole discretion of the Committee. Additional rules for determining
     the number of shares granted under the Plan may be made by the Committee,
     as it deems necessary or appropriate.

          5.2 TYPE OF COMMON STOCK. Common Stock issued under the Plan may be
     authorized and unissued shares or issued shares held as treasury shares.

     6. STOCK OPTIONS. A stock option is a right to purchase shares of Common
Stock from Trico. Each stock option granted by the Committee under this Plan
shall be subject to the following terms and conditions:

          6.1 PRICE. The exercise price per share shall be determined by the
     Committee, subject to adjustment under Section 12.6; provided that in no
     event shall the exercise price be less than the Fair Market Value of a
     share of Common Stock on the date of grant.

          6.2 NUMBER. The number of shares of Common Stock subject to the option
     shall be determined by the Committee, subject to Section 5.1 and subject to
     adjustment as provided in Section 12.6.

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          6.3 DURATION AND TIME FOR EXERCISE. Subject to ear lier termination as
     provided in Section 12.4, the term of each stock option shall be determined
     by the Committee. Each stock option shall become exercisable at such time
     or times during its term as shall be determined by the Committee. The
     Committee may accelerate the exercisability of any stock option at any
     time.

          6.4 REPURCHASE. Upon approval of the Committee, the Company may
     repurchase all or a portion of a previously granted stock option from a
     participant by mutual agreement before such option has been exercised by
     payment to the participant of cash or Common Stock or a combination thereof
     with a value equal to the amount per share by which: (a) the Fair Market
     Value (as defined in Section 12.13) of the Common Stock subject to the
     option on the business day immediately preceding the date of purchase
     exceeds (b) the exercise price.

          6.5 MANNER OF EXERCISE. A stock option may be exer cised, in whole or
     in part, by giving written notice to the Company, specifying the number of
     shares of Common Stock to be purchased. The exercise notice shall be
     accompanied by the full purchase price for such shares. The option price
     shall be payable in United States dollars and may be paid by (a) cash; (b)
     uncertified or certified check; (c) delivery of shares of Common Stock,
     which shares shall be valued for this purpose at the Fair Market Value on
     the business day immediately preceding the date such option is exercised
     and, unless otherwise determined by the Committee, shall have been held by
     the optionee for at least six months; (d) if permitted by the Committee,
     delivery of a properly executed exercise notice together with irrevocable
     instructions to a broker approved by the Company (with a copy to the
     Company) to deliver promptly to the Company the amount of sale or loan
     proceeds to pay the exercise price; or (e) in such other manner as may be
     authorized from time to time by the Committee. In the case of delivery of
     an uncertified check upon exercise of a stock option, no shares shall be
     issued until the check has been paid in full. Prior to the issuance of
     shares of Common Stock upon the exercise of a stock option, a participant
     shall have no rights as a shareholder.

          6.6 INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to
     the contrary, the following additional provisions shall apply to the grant
     of stock options that are intended to qualify as incentive stock options
     (as such term is defined in Section 422 of the Internal Revenue Code of
     1986, as amended (the "Code"):

               (a) Any incentive stock option authorized under the Plan shall
          contain such other provisions as the Committee shall deem advisable,
          but shall in all events be consistent with and contain or be deemed to
          contain all provisions required in order to qualify the options as
          incentive stock options;

               (b) All incentive stock options must be granted within ten years
          from the date on which this Plan was adopted by the Board of
          Directors;

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               (c) Unless sooner exercised, all incentive stock options shall
          expire no later than ten years after the date of grant;

               (d) No incentive stock option shall be granted to any participant
          who, at the time such option is granted, would own (within the meaning
          of Section 422 of the Code) stock possessing more than 10% of the
          total combined voting power of all classes of stock of the employer
          corporation or of its parent or subsidiary corporation; and

               (e) The aggregate Fair Market Value (determined with respect to
          each incentive stock option as of the time such incentive stock option
          is granted) of the Common Stock with respect to which incentive stock
          options are exercisable for the first time by a participant during any
          calendar year (under the Plan or any other plan of the Company) shall
          not exceed $100,000. To the extent that such limitation is exceeded,
          such options shall not be treated, for federal income tax purposes, as
          incentive stock options.

     7.   RESTRICTED STOCK.

          7.1 GRANT OF RESTRICTED STOCK. The Committee may award shares of
     restricted stock to such key employees as the Committee determines to be
     eligible pursuant to the terms of Section 3. An award of restricted stock
     may be subject to the attainment of specified performance goals or targets,
     restrictions on transfer, forfeitability provisions and such other terms
     and conditions as the Committee may determine, subject to the provisions of
     the Plan. To the extent restricted stock is intended to qualify as
     performance based compensation under Section 162(m) of the Code, it must
     meet the additional requirements imposed thereby.

          7.2 THE RESTRICTED PERIOD. At the time an award of restricted stock is
     made, the Committee shall establish a period of time during which the
     transfer of the shares of restricted stock shall be restricted (the
     "Restricted Period"). Each award of restricted stock may have a different
     Restricted Period. A Restricted Period of at least three years is required,
     except that if vesting of the shares is subject to the attainment of
     specified performance goals, a Restricted Period of one year or more is
     permitted. Unless otherwise provided in the Incentive Agreement, the
     Committee may in its discretion declare the Restricted Period terminated
     and permit the sale or transfer of the restricted stock. The expiration of
     the Restricted Period shall also occur as provided under Section 12.4.

          7.3 ESCROW. The participant receiving restricted stock shall enter
     into an Incentive Agreement with the Company setting forth the conditions
     of the grant. Certificates representing shares of restricted stock shall be
     registered in the name of the participant and deposited with the Company,
     together with a stock power endorsed in blank by the participant. Each such
     certificate shall bear a legend in substantially the following form:

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          The transferability of this certificate and the shares of Common Stock
          represented by it is subject to the terms and conditions (including
          conditions of forfeiture) contained in the Trico Marine Services, Inc.
          1996 Incentive Compensation Plan (the "Plan") and an agreement entered
          into between the registered owner and Trico Marine Services, Inc.
          thereunder. Copies of the Plan and the agreement are on file and
          available for inspection at the principal office of the Company .

          7.4 DIVIDENDS ON RESTRICTED STOCK. Any and all cash and stock
     dividends paid with respect to the shares of restricted stock shall be
     subject to any restrictions on transfer, forfeitability provisions or
     reinvestment requirements as the Committee may, in its discretion,
     prescribe in the Incentive Agreement.

          7.5 FORFEITURE. In the event of the forfeiture of any shares of
     restricted stock under the terms provided in the Incentive Agreement
     (including any additional shares of restricted stock that may result from
     the reinvestment of cash and stock dividends, if so provided in the
     Incentive Agreement), such forfeited shares shall be surrendered and the
     certificates cancelled. The participants shall have the same rights and
     privileges, and be subject to the same forfeiture provisions, with respect
     to any additional shares received pursuant to Section 12.6 due to a
     recapitalization, merger or other change in capitalization.

          7.6 EXPIRATION OF RESTRICTED PERIOD. Upon the expiration or
     termination of the Restricted Period and the satisfaction of any other
     conditions prescribed by the Committee or at such earlier time as provided
     for in Section 7.2 and in the Incentive Agreement or an amendment thereto,
     the restrictions applicable to the restricted stock shall lapse and a stock
     certificate for the number of shares of restricted stock with respect to
     which the restrictions have lapsed shall be delivered, free of all such
     restrictions and legends other than those required by law, to the
     participant or the participant's estate, as the case may be.

          7.7 RIGHTS AS A SHAREHOLDER. Subject to the terms and conditions of
     the Plan and subject to any restrictions on the receipt of dividends that
     may be imposed in the Incentive Agreement, each participant receiving
     restricted stock shall have all the rights of a shareholder with respect to
     shares of stock during any period in which such shares are subject to
     forfeiture and restrictions on transfer, including without limitation, the
     right to vote such shares.

     8. STOCK APPRECIATION RIGHTS. A SAR is a right to receive, without payment
to the Company, a number of shares of Common Stock, cash or any combination
thereof, the amount of which is determined pursuant to the formula set forth in
Section 8.4. A SAR may be granted (a) with respect to any stock option granted
under the Plan, either concurrently with the grant of such stock option or at
such later time as determined by the Committee (as to all or any portion of the
shares of Common Stock subject to the stock option), or (b) alone, without
reference to any related stock option. Each SAR granted by the Committee under
the Plan shall be subject to the following terms and conditions:

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          8.1 NUMBER. Each SAR granted to any participant shall relate to such
     number of shares of Common Stock as shall be determined by the Committee,
     subject to Section 5.1 and subject to adjustment as provided in Section
     12.6. In the case of a SAR granted with respect to a stock option, the
     number of shares of Common Stock to which the SAR pertains shall be reduced
     in the same proportion that the holder of the option exercises the related
     stock option.

          8.2 DURATION AND TIME FOR EXERCISE. The term and exercisability of
     each SAR shall be determined by the Committee. Unless otherwise provided by
     the Committee in the Incentive Agreement, each SAR issued in connection
     with a stock option shall become exercisable at the same time or times, to
     the same extent and upon the same conditions as the related stock option.
     The Committee may in its discretion accelerate the exercisability of any
     SAR at any time.

          8.3 EXERCISE. A SAR may be exercised, in whole or in part, by giving
     written notice to the Company, specifying the number of SARs that the
     holder wishes to exercise. The Company shall, within 30 days of receipt of
     notice of exercise, deliver to the exercising holder certificates for the
     shares of Common Stock or cash or both, as determined by the Committee, to
     which the holder is entitled pursuant to Section 8.4.

          8.4 PAYMENT. Subject to the right of the Committee to deliver cash in
     lieu of shares of Common Stock, the number of shares of Common Stock that
     shall be issuable upon the exercise of an SAR shall be determined by
     dividing:

               (a) the number of shares of Common Stock as to which the SAR is
          exercised multiplied by the dollar amount of the appreciation in such
          shares (for this purpose, the "appreciation" shall be the amount by
          which the Fair Market Value of the shares of Common Stock subject to
          the SAR on the Exercise Date exceeds (1) in the case of a SAR related
          to a stock option, the purchase price of the shares of Common Stock
          under the stock option or (2) in the case of a SAR granted alone,
          without reference to a related stock option, an amount equal to the
          Fair Market Value of a share of Common Stock on the date of grant,
          which shall be determined by the Committee at the time of grant,
          subject to adjustment under Section 12.6); by

               (b) the Fair Market Value of a share of Common Stock on the
          Exercise Date.

          In lieu of issuing shares of Common Stock upon the exercise of a SAR,
     the Committee may elect to pay the holder of the SAR cash equal to the Fair
     Market Value on the Exercise Date of any or all of the shares that
     otherwise would be issuable. No fractional shares of Common Stock shall be
     issued upon the exercise of a SAR; instead, the holder of a SAR shall be
     entitled to receive a cash adjustment equal to the same fraction of the
     Fair Market Value of a share of Common Stock on the Exercise Date or to
     purchase the portion necessary to make a whole share at its Fair Market
     Value on the Exercise Date.

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     9. PERFORMANCE SHARES. A performance share consists of an award that may be
paid in shares of Common Stock or in cash, as described below. The award of
performance shares shall be subject to such terms and conditions as the
Committee deems appropriate.

          9.1 PERFORMANCE OBJECTIVES. Each performance share will be subject to
     performance objectives for Trico or one of its subsidiaries, divisions or
     departments to be achieved by the end of a specified period. The number of
     performance shares awarded shall be determined by the Committee and may be
     subject to such terms and conditions as the Committee shall determine. If
     the performance objectives are achieved, each participant will be paid (a)
     a number of shares of Common Stock equal to the number of performance
     shares initially granted to that participant; (b) a cash payment equal to
     the Fair Market Value of such number of shares of Common Stock on the date
     the performance objectives are met or such other date as may be provided by
     the Committee or (c) a combination of shares of Common Stock and cash, as
     may be provided by the Committee. If such objectives are not met, each
     award of performance shares may provide for lesser payments in accordance
     with a pre-established formula set forth in the Incentive Agreement.
     Notwithstanding the foregoing, unless otherwise provided in the Incentive
     Agreement, the Committee may in its discretion declare the performance
     objectives achieved or waived. To the extent a performance share is
     intended to qualify as performance based compensation under Section 162(m)
     of the Code, it must meet the additional requirements imposed thereby.

          9.2 NOT A SHAREHOLDER. The award of performance shares to a
     participant shall not create any rights in such participant as a
     shareholder of the Company, until the payment of shares of Common Stock
     with respect to an award, at which time such stock shall be considered
     issued and outstanding.

          9.3 DIVIDEND EQUIVALENT PAYMENTS. A performance share award may be
     granted by the Committee in conjunction with dividend equivalent payment
     rights or other such rights. Dividend equivalent payments may be made to
     the participant at the time of the payment of the dividend or issuance of
     the other right or at the end of the specified performance period or may be
     deemed to be invested in additional performance shares at the Fair Market
     Value of a share of Common Stock on the date of payment of the dividend or
     issuance of the right.

     10. STOCK AWARDS. A stock award consists of the transfer by the Company to
a participant of shares of Common Stock, without other payment therefor, as
additional compensation for services previously provided to the Company. The
number of shares to be transferred by the Company to a participant pursuant to a
stock award shall be determined by the Committee.

     11. CASH AWARDS. A cash award consists of a monetary payment made by the
Company to a participant as additional compensation for his services to the
Company. Payment of a cash award may, but is not required to, relate to the tax
liability of a participant in connection with the grant, exercise, or payment of
an Incentive or depend upon the achievement of performance objectives by the
Company or by individuals. The amount of any monetary payment constituting

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a cash award shall be determined by the Committee in its sole discretion. Cash
awards may be subject to other terms and conditions, which may vary from time to
time among participants, as the Committee determines to be appropriate.

     12.  GENERAL.

          12.1 DURATION. Subject to Section 12.11, the Plan shall remain in
     effect until all Incentives granted under the Plan have either been
     satisfied by the issuance of shares of Common Stock or the payment of cash
     or been terminated under the terms of the Plan and all restrictions imposed
     on shares of Common Stock in connection with their issuance under the Plan
     have lapsed.

          12.2 TRANSFERABILITY OF INCENTIVES. No Incentives granted hereunder
     may be transferred, pledged, assigned or otherwise encumbered by a
     participant except:

               (i)  by will;

               (ii)  by the laws of descent and distribution;

               (iii) pursuant to a domestic relations order, as defined in the
     Code, if permitted by the Committee and so provided in the Incentive
     Agreement or an amendment thereto; or

               (iv) as to options only, if permitted by the Committee and so
     provided in the Incentive Agreement or an amendment thereto, (a) to
     Immediate Family Members, (b) to a partnership in which Immediate Family
     Members, or entities in which Immediate Family Members are the sole owners,
     members or beneficiaries, as appropriate, are the only partners, (c) to a
     limited liability company in which Immediate Family Members, or entities in
     which Immediate Family Members are the sole owners, members or
     beneficiaries, as appropriate, are the only members, or (d) to a trust for
     the sole benefit of Immediate Family Members. "Immediate Family Members"
     shall be defined as the spouse and natural or adopted children or
     grandchildren of the participant and their spouses. To the extent that an
     incentive stock option is permitted to be transferred during the lifetime
     of the participant, it shall be treated thereafter as a nonqualified stock
     option. Any attempted assignment, transfer, pledge, hypothecation or other
     disposition of Awards, or levy of attachment or similar process upon
     Incentives not specifically permitted herein, shall be null and void and
     without effect.

          12.3 LOANS. In order to assist a participant in acquiring shares of
     Common Stock pursuant to an Incentive granted under the Plan, the Committee
     may authorize, subject to the provisions of Regulation G of the Board of
     Governors of the Federal Reserve System, at either the time of the grant of
     the Incentive, at the time of the acquisition of Common Stock pursuant to
     the Incentive, or at the time of the lapse of restrictions on shares of
     restricted stock granted under the Plan, the extension of a loan to the
     participant by the Company. The terms of any loans, including the interest
     rate, collateral and terms of repayment, will be

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     subject to the discretion of the Committee. The maximum credit available
     hereunder shall be equal to the aggregate purchase price of the shares of
     Common Stock to be acquired pursuant to the Incentive plus the maximum tax
     liability that may be incurred in connection with the Incentive.

          12.4 EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. In the event that a
     participant ceases to be an employee of the Company for any reason,
     including death, disability, early retirement or normal retirement, any
     Incentives may be exercised, shall vest or shall expire at such times as
     may be determined by the Committee in the Incentive Agreement.

          12.5 ADDITIONAL CONDITION. Anything in this Plan to the contrary
     notwithstanding: (a) the Company may, if it shall determine it necessary or
     desirable for any reason, at the time of award of any Incentive or the
     issuance of any shares of Common Stock pursuant to any Incentive, require
     the recipient of the Incentive, as a condition to the re ceipt thereof or
     to the receipt of shares of Common Stock issued pursuant thereto, to
     deliver to the Company a written representation of present intention to
     acquire the Incentive or the shares of Common Stock issued pursuant thereto
     for his own account for investment and not for distribution; and (b) if at
     any time the Company further determines, in its sole discretion, that the
     listing, registration or qualifi cation (or any updating of any such
     document) of any Incen tive or the shares of Common Stock issuable pursuant
     thereto is necessary on any securities exchange or under any federal or
     state securities or blue sky law, or that the consent or approval of any
     governmental regulatory body is necessary or desirable as a condition of,
     or in connection with the award of any Incentive, the issuance of shares of
     Common Stock pursuant thereto, or the removal of any restrictions imposed
     on such shares, such Incentive shall not be awarded or such shares of
     Common Stock shall not be issued or such restrictions shall not be removed,
     as the case may be, in whole or in part, unless such listing, registration,
     qualification, consent or approval shall have been effected or obtained
     free of any conditions not acceptable to the Company.

          12.6 ADJUSTMENT. In the event of any merger, consolidation or
     reorganization of the Company with any other corporation or corporations,
     there shall be substituted for each of the shares of Common Stock then
     subject to the Plan, including shares subject to restrictions, options or
     achievement of performance share objectives, the number and kind of shares
     of stock or securities to which the holder of the shares of Common Stock
     will be entitled pursuant to the transaction. In the event of any
     recapitalization, stock dividend, stock split, combination of shares or
     other change in the Common Stock, the number of shares of Common Stock then
     subject to the Plan, including shares subject to outstanding Incentives,
     shall be adjusted in proportion to the change in outstanding shares of
     Common Stock. In the event of any such adjustments, the purchase price of
     any option, the performance objectives of any Incentive, and the shares of
     Common Stock issuable pursuant to any Incentive shall be adjusted as and to
     the extent appropriate, in the reasonable discretion of the Committee, to
     provide participants with the same relative rights before and after such
     adjustment.

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          12.7 INCENTIVE AGREEMENTS. The terms of each Incentive shall be stated
     in an agreement approved by the Committee.

          12.8 WITHHOLDING. At any time that a participant is required to pay to
     the Company an amount required to be withheld under the applicable income
     tax laws in connection with the issuance of shares of Common Stock under
     the Plan or upon the lapse of restrictions on shares of restricted stock,
     the participant may, subject to the Committee's right of disapproval,
     satisfy this obligation in whole or in part by electing (the "Election") to
     have the Company withhold from the distribution shares of Common Stock
     having a value equal to the amount required to be withheld. The value of
     the shares withheld shall be based on the Fair Market Value of the Common
     Stock on the date that the amount of tax to be withheld shall be determined
     (the "Tax Date").

          Each Election must be made prior to the Tax Date. The Committee may
     disapprove of any Election or may suspend or terminate the right to make
     Elections. If a participant makes an election under Section 83(b) of the
     Internal Revenue Code with respect to shares of restricted stock, an
     Election is not permitted to be made.

          A participant may also satisfy his or her total tax liability related
     to the Incentive by delivering shares of Common Stock that have been owned
     by the participant for at least six months. The value of the shares
     delivered shall be based on the Fair Market Value of the Common Stock on
     the Tax Date.

          12.9 NO CONTINUED EMPLOYMENT. No participant under the Plan shall have
     any right, because of his or her participation, to continue in the employ
     of the Company for any period of time or to any right to continue his or
     her present or any other rate of compensation.

          12.10 DEFERRAL PERMITTED. Payment of cash or distribution of any
     shares of Common Stock to which a participant is entitled under any
     Incentive shall be made as provided in the Incentive Agreement. Payment may
     be deferred at the option of the participant if provided in the Incentive
     Agreement.

          12.11 AMENDMENT OF THE PLAN. The Board may amend or discontinue the
     Plan at any time; provided, however, that no such amendment or
     discontinuance shall change or impair, without the consent of the
     recipient, an Incentive previously granted.

          12.12 CHANGE OF CONTROL. (a) A Change of Control shall mean:

                    (i) the acquisition by any individual, entity or group
          (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act)
          of beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the 1934 Act) of more than 30% of the outstanding shares of the
          Common Stock; provided, however, that for

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          purposes of this subsection (i), the following acquisitions shall not
          constitute a Change of Control:

                         a) any acquisition of Common Stock directly from Trico,

                         b) any acquisition of Common Stock by Trico,

                         c) any acquisition of Common Stock by any employee
               benefit plan (or related trust) sponsored or maintained by Trico
               or any corporation controlled by Trico, or

                         d) any acquisition of Common Stock by any corporation
               pursuant to a transaction that complies with clauses a), b) and
               c) of subsection (iii) of this Section 12.12(a); or

                    (ii) individuals who, as of the date this Plan was adopted
          by the Board of Directors (the "Approval Date"), constitute the Board
          (the "Incumbent Board") cease for any reason to constitute at least a
          majority of the Board; provided, however, that any individual becoming
          a director subsequent to the Approval Date whose election, or
          nomination for election by Trico's shareholders, was approved by a
          vote of at least a majority of the directors then comprising the
          Incumbent Board shall be considered a member of the Incumbent Board,
          unless such individual's initial assumption of office occurs as a
          result of an actual or threatened election contest with respect to the
          election or removal of directors or other actual or threatened
          solicitation of proxies or consents by or on behalf of a person other
          than the Incumbent Board; or

                    (iii) consummation of a reorganization, merger or
          consolidation, or sale or other disposition of all or substantially
          all of the assets of Trico (a "Business Combination"), in each case,
          unless, following such Business Combination,

                         a) all or substantially all of the individuals and
               entities who were the beneficial owners of Trico's outstanding
               common stock and Trico's voting securities entitled to vote
               generally in the election of directors immediately prior to such
               Business Combination have direct or indirect beneficial
               ownership, respectively, of more than 50% of the then outstanding
               shares of common stock, and more than 50% of the combined voting
               power of the then outstanding voting securities entitled to vote
               generally in the election of directors, of the corporation
               resulting from such Business Combination (which, for purposes of
               this paragraph (A) and paragraphs (B) and (C), shall include a
               corporation which as a result of such transaction owns Trico or
               all or substantially all of Trico's assets either directly or
               through one or more subsidiaries), and

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<PAGE>
 
                         b) except to the extent that such ownership existed
               prior to the Business Combination, no person (excluding any
               corporation resulting from such Business Combination or any
               employee benefit plan or related trust of Trico or such
               corporation resulting from such Business Combination)
               beneficially owns, directly or indirectly, 20% or more of the
               then outstanding shares of common stock of the corporation
               resulting from such Business Combination or 20% or more of the
               combined voting power of the then outstanding voting securities
               of such corporation, and

                         c) at least a majority of the members of the board of
               directors of the corporation resulting from such Business
               Combination were members of the Incumbent Board at the time of
               the execution of the initial agreement, or of the action of the
               Board, providing for such Business Combination; or

                    (iv) approval by the shareholders of Trico of a plan of
          complete liquidation or dissolution of Trico.

               (b) Upon a Change of Control, or immediately prior to the closing
     of a transaction that will result in a Change of Control if consummated,
     all outstanding options and SARs granted pursuant to the Plan shall
     automatically become fully exercisable, all restrictions or limitations on
     any Incentives shall lapse and all performance criteria and other
     conditions relating to the payment of Incentives shall be deemed to be
     achieved or waived by Trico without the necessity of action by any person.

               (c) The Committee may take such other action with respect to an
     Incentive as shall be provided in an agreement with the participant.

          12.13 DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market Value" of
     Common Stock shall be determined for purposes of this Plan, it shall be
     determined as follows: (i) if the Common Stock is listed on an established
     stock exchange or any automated quotation system that provides sale
     quotations, the closing sale price for a share of the Common Stock on such
     exchange or quotation system on the applicable date; (ii) if the Common
     Stock is not listed on any exchange or quotation system, but bid and asked
     prices are quoted and published, the mean between the quoted bid and asked
     prices on the applicable date, and if bid and asked prices are not
     available on such day, on the next preceding day on which such prices were
     available; and (iii) if the Common Stock is not regularly quoted, the fair
     market value of a share of Common Stock on the applicable date as
     established by the Committee in good faith.

     13. STOCK OPTIONS FOR OUTSIDE DIRECTORS.

          13.1 GRANT OF OPTIONS. For as long as the Plan remains in effect and
     shares of Common Stock remain available for issuance hereunder, each person
     who is not an employee

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<PAGE>
 
     of the Company and who becomes a director of the Company (an "Outside
     Director") after January 1, 1997 shall automatically be granted a non-
     qualified stock option to acquire 5,000 shares of Common Stock on the later
     of the date of adoption by the Board of Directors of the amendment to the
     Plan that added this Section 13 or the date such person becomes an Outside
     Director. Each Outside Director shall also automatically be granted a non-
     qualified stock option to acquire 1,000 shares of Common Stock each year on
     the date immediately following the Company's annual meeting of
     stockholders.

          13.2 EXERCISABILITY OF STOCK OPTIONS. The stock options granted to
     Outside Directors under this Section 13 shall be exercisable immediately
     after the date of grant and shall expire ten years following the date of
     grant.

          13.3 EXERCISE PRICE. The exercise price of the stock options granted
     to Outside Directors shall be equal to the Fair Market Value, as defined in
     the Plan, of a share of Common Stock on the date of grant. The exercise
     price may be paid as provided in Section 6.5 of the Plan, including
     pursuant to a brokerage arrangement approved in advance by the Committee.

          13.4 EXERCISE AFTER TERMINATION OF BOARD SERVICE. In the event an
     Outside Director ceases to serve on the Board, the stock options granted
     hereunder must be exercised, to the extent otherwise exercisable at the
     time of termination of Board service, within one year from termination of
     Board service; provided, however, that in the event of termination of Board
     service as a result of retirement on or after reaching age 65, the stock
     options must be exercised within five years from the date of retirement;
     and further provided, that no stock options may be exercised later than ten
     years after the date of grant.




*Numbers contained herein have not been adjusted to reflect the 100% stock
dividend paid on the Company's Common Stock in June 1997.

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