PETROLEUM HELICOPTERS, INC.
DIRECTOR DEFERRED COMPENSATION PLAN
1. Purpose. The purpose of the Director Deferred Compensation Plan (the "Plan") of Petroleum Helicopters,
Inc., a Louisiana corporation ("PHI"), is to provide the directors of PHI (the "Directors") with an opportunity to
defer their director compensation in order to assist in their individual financial planning.
2. Effective Date and Term of Plan. The Plan shall be effective as of May 31, 1995 and shall remain in effect until
terminated by the Board of Directors or the Compensation Committee (the "Committee") of the Board of
Directors of PHI.
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, 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 Director may elect to defer 100% of the compensation that the Director receives for
serving as a Director ("Compensation") in twenty-five percent increments to his or her deferred compensation
account. An election to defer Compensation hereunder shall be made by means of a Deferral Election Form in
the form attached and shall be effective only with respect to Compensation earned on or after the date of the first
annual meeting of shareholders of PHI following the receipt of the Deferral Election form by the Committee.
"Compensation" includes the annual retainer and meeting fees paid to Directors, but does not include any expense
4.2 Revocation of Elections. A Director may revoke an election made pursuant to Plan Section 4.1 with respect
to deferrals of Compensation to be earned in the future following receipt of the written revocation by the
Committee and subject to such other rules as may be established by the Committee. If a Director revokes an
election to defer, t