CHANGE OF CONTROL
AGREEMENT by and between Offshore Logistics, Inc., a Delaware corporation (the "Company") and George
M. Small (the "Executive"), dated as of the lst day of August, 1997.
The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the
Company and its stockholders to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.
The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's
full attention and dedication to the Company currently and in the event of any threatened or pending Change of
Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control
which ensure that the
compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of
other corporations. Therefore, in order to accomplish these
objectives, the Board has caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS
1. Certain Definitions. (a) The "Effective Date" shall mean the first date during the Change of Control Period (as
Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the
contrary notwithstanding, if a Change of Control occurs and if the Executive's employment with the Company is
terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the
Executive that such termination of employment (i) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a
Change of Control, then for all