AMENDED AND RESTATED
PETROLEUM HELICOPTERS, INC.
1995 INCENTIVE COMPENSATION PLAN
1. Purpose. The purpose of the 1995 Incentive Compensation Plan (the “Plan”) of Petroleum Helicopters,
Inc. (“PHI”) is to increase shareholder value and to advance the interests of PHI and its subsidiaries (collectively,
the “Company”) by furnishing a variety of economic incentives (the “Incentives”) designed to attract, retain and
motivate key employees and officers and to strengthen the mutuality of interests between such employees and
officers and PHI’s shareholders. Incentives may consist of opportunities to purchase or receive voting and non-
voting shares of common stock, $.10 par value per share, of PHI (the “Common Stock”), on terms determined
under the Plan. As used in the Plan, the term “subsidiary” means any corporation of which PHI 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 shareholder approval of the Plan by the shareholders of PHI, shall be granted subject to such approval.
2.1. Composition. The Plan shall be administered by the compensation committee of the Board of
Directors of PHI (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 “disinterested person” 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 “outside directors” 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 “Incenti