PETROLEUM HELICOPTERS, INC.
OFFICER DEFERRED COMPENSATION PLAN
1. Purpose. The purpose of this Petroleum Helicopters, Inc. Officer Deferred Compensation Plan (the "Plan") is
to provide certain officers of Petroleum Helicopters, Inc. and its subsidiaries and affiliates (hereinafter collectively
referred to as "PHI") designated by the Compensation Committee of the Board of Directors of Petroleum
Helicopters, Inc. (the "Committee") with an opportunity to defer compensation in order to assist said officers in
their individual financial planning.
2. Effective Date and Term of Plan and Effect on Other Plans. The effective date of the Plan shall be January 1,
2001 and the Plan shall remain in effect until terminated by the Board. This Plan shall supersede and replace
those certain officer deferred compensation plans listed on Schedule A, attached hereto and made a part hereof
(the "Old Plan(s)"), which Old Plans have been terminated by the Board and, pursuant to such terminations, are
null and void and of no further force and effect as of the effective date of this Plan.
3. Plan Administration. The Plan shall be administered by the Committee. The Committee shall have full and final
authority to interpret the Plan; adopt, amend and rescind rules and regulations relating to the Plan, determine the
rights of employees and beneficiaries to benefits under the Plan; and make all other determinations and take all
other actions necessary and advisable for the administration of the Plan.
4. Deferral of Compensation.
4.1 Deferral Elections. Each officer of PHI (hereinafter referred to as "Officer") may elect to defer up to twenty
five percent (25%) of his annual salary in one percent (1%) increments and up to one hundred percent
(100%) of any bonus received for services provided to PHI in one percent (1%) increments up to twenty-five
percent (25%) of said bonus and in five percent (5%) increments thereafter. An Officer's annual salary and any
bonus that may be awarded are hereinafter co