**EXHIBIT
        4.6**
   **CHC
        HELICOPTER CORPORATION**


**EMPLOYEE
        SHARE OPTION PLAN(as amended and restated as of September 28,
        2006)**


1.           Purpose


The
        purpose of the Plan is to encourage participants to promote the financial
        interests, growth and development of the Corporation by providing them with
        the
        opportunity through share options to acquire a proprietary interest in the
        Corporation; to recognize the contribution of participants to the success
        of the
        Corporation and to encourage participants to remain in the service of the
        Corporation.


2.           Definitions


Wherever
        used in the Plan, unless there is something in the subject matter or context
        inconsistent therewith, the following words and terms shall have the respective
        meanings ascribed to them as follows:


“Board
        of Directors” means the board of directors of the Corporation;


“Chairman”
        means the chairman of the Board of Directors;


“Chief
        Executive Officer” means the chief executive officer of the
        Corporation;


“Class
        B Shares” means the Class B multiple voting shares in the capital stock of the
        Corporation;


“Compensation
        Committee” means the committee of the Board of Directors, which may be the
        executive committee of the Board of Directors, appointed from among their
        number
        to administer the Plan;


“Corporation”
        means CHC Helicopter Corporation, a corporation incorporated under the laws
        of
        Canada, and any successor or continuing corporation resulting from the
        amalgamation of the Corporation with any other company or resulting from
        any
        other form of corporate reorganization;


“director”
        means an individual who is a duly elected director of the
        Corporation;


“employee”
        means an individual who is an officer or a bona fide, regular, full-time
        employee of the Corporation or any Subsidiary and is determined by the
        Compensation Committee upon the advice of the Chairman and Chief Executive
        Officer to be eligible to participate in the Plan;


“insider”
        means: (a) an insider as defined in the *Securities Act*(Ontario), other
        than a person who falls within that definition solely by virtue of being
        a
        director or senior officer of a subsidiary of the Corporation; and (b) an
        associate of any person who is an insider by virtue of (a);


“non-management
        director: means an individual who is a duly elected director of the Corporation,
        but is not an employee of the Corporation;


“Option”
        or “Options” means an option or options to purchase authorized but unissued
        Shares granted or issued pursuant to the Plan;


“Option
        Agreement” means the written agreement between the Corporation and an optionee
        relating to an Option granted under the Plan, which agreement shall contain
        such
        terms and conditions as may be provided by the Compensation Committee upon
        the
        advice of the Chairman and Chief Executive Officer. The terms and conditions
        of
        each Option Agreement need not be identical;


“Optioned
        Shares” means the Shares reserved for issue under the
        Plan;


“optionee”
        means an employee who has been granted an option or options pursuant to the
        Plan;


“outstanding
        issue” means the total number of Shares plus Class B Shares issued and
        outstanding at the date of calculation (excluding any such shares issued
        pursuant to share compensation arrangements during the 12-month period prior
        to
        the date of calculation);


“Plan”
        means this amended and restated CHC Helicopter Corporation Employee Share
        Option
        Plan, as it may from time to time be amended;


“Shares”
        means the Class A subordinate voting shares in the capital stock of the
        Corporation;


“Subsidiary”
        means any corporation of which shares carrying more than 50% of the votes
        attached to all outstanding voting shares are owned, directly or indirectly,
        by
        or for the Corporation, provided that the ownership of such shares confers
        the
        right to elect at least a majority of the board of directors of such corporation
        and includes any corporation in like relation to a
        Subsidiary;


The
          masculine gender shall include the feminine gender and the singular shall
          include the plural and vice versa unless the context otherwise
          requires.
 3.        Number
        of Shares Available Under Plan


(a)
        Options may be granted by the Corporation from time to time to optionees.
        The
        current maximum number of Shares issuable pursuant to the Plan from and after
        January 1, 1996 is set out in Appendix A. Subject to the limitations set
        out in
        paragraph 3(b) and subject to any required shareholder and regulatory approvals,
        the Board of Directors may from time to time in its discretion amend the
        Plan to
        change the maximum number of Shares issuable pursuant to the Plan.


(b)           Notwithstanding
        anything else in the Plan, at no time shall:


(i)
              the
                  aggregate number of Optioned Shares (subject to adjustment as provided
                  insubparagraphs
                  5(h) and (i)), together with the number of Shares and Class B Shares
                  reserved for issuance under any other share compensation arrangements
                  of
                  the Corporation, result in the number of Shares reserved for issuance
                  pursuant to stock options exceeding 20% of the outstanding
                  issue;


(ii)
              the
                  number of Optioned Shares reserved for issuance to any one person
                  (subject
                  toadjustment
                  as provided in subparagraphs 5(h) and (i)), exceed 5% of the outstanding
                  issue on the date of the most recent grant of Options to such
                  person;


(iii)
              the
                  aggregate number of Shares issued within a one-year period pursuant
                  to theexercise
                  of Options, together with the number of Shares and Class B Shares
                  issued
                  within such period under any other share compensation arrangements
                  of the
                  Corporation, exceed 20% of the outstanding
                  issue;


(iv)
              the
                  aggregate number of Optioned Shares reserved for issuance to insiders
                  of
                  theCorporation,
                  together with the number of Shares and Class B Shares reserved
                  for
                  issuance to such persons under any other share compensation arrangements
                  of the Corporation, exceed 10% of the outstanding
                  issue;


(v)
              the
                  aggregate number of Shares issued within a one-year period to insiders
                  of
                  theCorporation
                  pursuant to the exercise of Options, together with the number of
                  Shares
                  and Class B Shares issued within such period to such persons under
                  any
                  other share compensation arrangements of the Corporation, exceed
                  10% of
                  the outstanding issue; or


(vi)
              the
                  aggregate number of Shares issued within a one-year period to any
                  one
                  insiderof
                  the Corporation and that insider’s associates (as defined in the
                  *Securities Act*(Ontario)) pursuant to the exercise of Options,
                  together with the number of Shares and Class B Shares issued within
                  such
                  period to such persons under any other share compensation arrangements
                  of
                  the Corporation, exceed 5% of the outstanding
                  issue.


(c)           For
        the purposes of clauses (b)(iv), (v) and (vi), Shares issued or Options granted
        to a person prior to the person becoming an insider may be excluded in
        determining the number of Shares issuable to insiders.


(d)           If
        any Option granted under the Plan shall terminate, expire or, with the consent
        of the optionee, be cancelled as to any Shares, new Options may thereafter
        be
        granted covering such Shares.


4.        Administration


(a)
        This Plan shall be administered and interpreted by the Compensation Committee
        provided, however, that the Board of Directors may exercise any powers reserved
        herein for the Compensation Committee.


(b)           Subject
        to the provisions of the Plan, the Compensation Committee, upon the advice
        of the
        Chairman and Chief Executive Officer, shall have the power
        to:


(i)              determine
        and designate from time to time those optionees to whom Options are to
        be granted and the number of Shares to be optioned to each such optionee;
        and


(ii)             determine
        the time or times when, and the manner in which each Option shall be exercisable
        and the duration of the exercise period.


(c)           Effective
        March 3, 2003 the Plan has been amended to make non-management directors
        of the
        Corporation ineligible to receive Options granted under the Plan. Options
        granted to non-management directors prior to this date will continue to be
        administered in accordance with the terms and conditions of the Option Agreement
        and this Plan.


(d)           An
        optionee may, if the optionee is otherwise eligible, be granted an additional
        Option or Options under the Plan or any other option or purchase plans of
        the
        Corporation if the Compensation Committee shall so
        determine.


(e)           The
        Compensation Committee may interpret the Plan, prescribe, amend and rescind
        any
        rules and regulations necessary or appropriate for the administration of
        the
        Plan, and make such other determinations and take such other action as it
        deems
        necessary or advisable. Without limiting the generality of the foregoing
        sentence, the Compensation Committee may, in its discretion, treat all or
        any
        portion of any period during which an optionee is on an approved leave of
        absence from the Corporation or a Subsidiary as a period of employment of
        such
        optionee by the Corporation or such Subsidiary, as the case may be, for the
        purpose of accrual of such optionee’s rights under Options. Any interpretation,
        determination or other action made or taken by the Compensation Committee
        shall
        be final, binding and conclusive.


5.           Terms
        and Conditions


Each
        Option granted under the Plan shall be evidenced by an agreement, in a form
        approved by the Board of Directors, which shall be subject to the following
        express terms and conditions and to such other terms and conditions as the
        Board
        of Directors may deem appropriate:


(a)           Option
        Period. Each Option Agreement shall specify the period for which the Option
        thereunder is exercisable (which in no event shall exceed ten years from
        the
        date of grant) and shall provide that the Option shall expire at the end
        of such
        period.


(b)           Option
        Price. The option price per Share shall be determined by the Compensation
        Committee at the time any Option is granted, but in no event shall such price
        be
        less than the price of the last board lot of Shares sold on The Toronto Stock
        Exchange on the last business day prior to the day the Option is granted
        on
        which a board lot of Shares traded on The Toronto Stock
        Exchange.


(c)           Exercise
        of Option. The Compensation Committee may determine and impose conditions
        and restrictions on the exercise of Options and such conditions and restrictions
        may relate to, without limiting the generality of the foregoing, the length
        of
        time an optionee has been





employed
        by the Corporation or the financial performance and condition of the
        Corporation. An Option, or any portion thereof, may be exercised by delivering
        to the Corporation a written notice of exercise specifying the number of
        Shares
        with respect to which the Option is being exercised and accompanied by payment
        in full of the option price of the Shares.


(d)           Payment
        of Option Price Upon Exercise. The purchase price of the Shares for which an
        Option shall be exercised shall be paid in cash or by certified cheque to
        the
        Corporation at the time of exercise.


(e)           Exercise
        in the Event of Death or Termination of Employment or Directorship. The
        Options granted under the Plan shall expire on the date so established by
        the
        Compensation Committee but in no event later than the tenth anniversary of
        the
        date the Option was granted. In the event of termination of employment or
        directorship as a result of retirement, disability or death, the optionee
        or his
        legal heirs, as the case may be, may exercise any outstanding Options, for
        four
        years after such date of termination, or until the normal expiry date of
        such
        Options, if earlier. In the event of termination of employment for any other
        reason except cause, the employee may continue to exercise any outstanding
        Options, to the extent they were exercisable on the date of termination,
        for 60
        days following such termination, or until the normal expiry date of such
        Options, if earlier. In the event of termination of employment for cause,
        any
        outstanding Options will expire on the date of such termination. In the event
        of
        a director ceasing to be a director for any reason other than as a result
        of
        retirement, disability or death, the director may continue to exercise any
        outstanding Options, to the extent they were exercisable on the date of
        termination of directorship, for one year following such termination, or
        until
        the normal expiry date of such Options, if earlier. Notwithstanding this
        provision, the Board of Directors may, subject to any required approval of
        The
        Toronto Stock Exchange, approve a more liberal treatment of outstanding Options
        in individual cases involving termination of employment or
        directorship.


(f)           Non
        Transferability. No Option granted under the Plan shall be transferable or
        assignable other than by will or by the laws of descent and distribution.
        During
        the lifetime of the optionee, an Option shall be exercisable only by such
        optionee.


(g)           Investment
        Representation and Regulation


(1)           Each
        Option Agreement may contain an agreement that, upon demand by the Compensation
        Committee for such representation, the optionee (or any person acting under
        subparagraph 5(e)) shall deliver to the Compensation Committee at the time
        of
        any exercise of an Option (i) a written representation that the Shares to
        be
        acquired upon such exercise are to be acquired for investment and not for
        resale
        or with a view to the distribution thereof and (ii) an indemnification in
        favour
        of the Corporation in the event of any violation by such person of any law
        governing such Shares. Upon such demand, delivery of such representation
        prior
        to the delivery of any Shares issued upon exercise of an Option and prior
        to the
        expiration of the Option period shall be a condition precedent to the right
        of
        the optionee or such other person to purchase any Shares.


(2)           Each
        Option shall be subject to the requirement that if at any time the Compensation
        Committee shall determine, in its discretion, that the registration,
        qualification or other approval of or in connection with the Plan or the
        Shares
        covered thereby is necessary or desirable under any provincial or federal
        law,
        then such Option





may
        not be exercised, in whole or in part, unless and until such registration,
        qualification or approval shall have been obtained free of any condition
        not
        acceptable to the Compensation Committee. The optionee shall, to the extent
        applicable, cooperate with the Corporation in relation thereto and shall
        have no
        claim or cause of action against the Corporation or any of its officers or
        directors as the result of any failure by the Corporation to take any steps
        to
        obtain any such registration, qualification or approval.


(3)  The
        granting of
        Options and the issuance of Shares under the Plan shall be carried out in
        compliance with applicable statutes and with regulations of governmental
        authorities and applicable stock exchanges.


(h)  
Corporate
        Reorganization. In the case of a proposed merger, amalgamation, offer to
        purchase all of the outstanding Shares or Class B multiple voting shares
        of the
        Corporation or other corporate arrangement or reorganization, the Board of
        Directors may, in a fair and equitable manner, determine the manner in which
        all
        unexercised Options granted under the Plan shall be treated including, without
        limitation, requiring acceleration of the time for the exercise of such options
        by optionees.


(i)    
        Alterations in Shares. In the event of any subdivision, redivision,
        consolidation or change of Shares into a greater or lesser number of Shares, the
        Corporation shall deliver at the time of an Option being exercised pursuant
        to
        the terms of the Option Agreement, such greater or lesser number of Shares
        as
        would result from said subdivision, redivision, consolidation or change had
        such
        Option been exercised before such subdivision, redivision, consolidation
        or
        change.


(j)  
         Liquidation. In the event the shareholders of the Corporation shall
        adopt a plan of complete liquidation, all Options shall become immediately
        exercisable in full, notwithstanding that they were initially granted on
        an
        instalment basis.


(k)  
No
        Rights as
        Shareholder. No optionee shall have any rights as a shareholder with respect
        to any Shares subject to his Option prior to the date of issuance to such
        optionee of a certificate or certificates for such
        Shares.


(l)    
        Dividends. Dividends will not be paid on Optioned Shares until the Option
        to purchase Shares has been exercised and a certificate representing such
        Shares
        has been issued.


(m)  
No
        Rights to
        Continued Employment or Directorship. This Plan and any Option granted under
        the Plan shall not confer upon any optionee any right with respect to
        continuance of employment or directorship with the Corporation or any
        Subsidiary, nor shall they interfere in any way with the right of the
        Corporation or any Subsidiary by which an optionee is employed to terminate
        such
        optionee’s employment at any time in accordance with applicable law, or the
        right of shareholders to elect and remove directors.


(n)  
Provincial
        Stock
        Savings Plans. If the Shares issuable upon the exercise of Options to
        optionees who are residents of a particular province qualify in any period
        for
        purposes of a provincial stock savings plan under the applicable provincial
        taxation legislation of such province, the Corporation shall so notify all
        such
        resident optionees, whereupon any such optionee who wishes to deposit pursuant
        to the applicable provincial taxation legislation some or
  
  all
        of the Shares issued to such optionee in such period under the Plan, shall
        so
        indicate in writing at the time of exercise of an Option or any part
        thereof.


6.           Amendment
        and Discontinuance


The
        Board of Directors may discontinue the Plan at any time, except that such
        discontinuance may not alter or impair any Option previously granted to an
        optionee under the Plan. The Board of Directors may amend the Plan at any
        time;
        provided, however that no such amendment may, without the consent of an
        optionee, adversely alter or impair any Option previously granted to such
        optionee. Any amendment to be made to this Plan or an Option, is subject
        to the
        prior approval of any applicable exchange and shareholders of the Corporation,
        if required by the rules of the applicable exchange. The Board shall have
        the
        power and authority to approve amendments relating to the Plan or a specific
        Option without further approval of the shareholders of the Corporation, to
        the
        extent that such amendments relate to, among other
        things:


(a)           altering
        the terms and conditions of vesting applicable to any Option or group of
        Options;


(b)
              changing
                  the termination provisions of an Option, provided that the change
                  does not
                  entail an extension beyond the original expiry date of such
                  Option;


(c)           accelerating
        the expiry date;


(d)           the
        application of subsections 5(h), 5(i), 5(j) and 5(n) of the
        Plan;


(e)
              amending
                  the definitions contained within the Plan, clarifying any provision
                  of the
                  Plan and other amendments of a “clerical” nature;
                  and


(f)
              amending
                  or modifying the mechanics of exercise of the Options, such as
                  changing
                  the form to be used to give notice of exercise, the person to whom
                  the
                  notice of exercise is to be directed and providing for a cashless
                  method
                  of exercising.


No
        amendment of the Plan may contravene the requirements of any applicable exchange
        or any securities commission or regulatory body to which the Plan or the
        Corporation is now or may hereafter be subject to.


7.           Proceeds
        from Sales of Shares


Any
        cash proceeds from the sale of Shares issued upon exercise of the Options
        shall
        be added to the general funds of the Corporation and shall thereafter be
        used
        from time to time for such corporate purposes as the Board of Directors may
        determine.


8.           Previously
        Issued Options


Options
        outstanding as of the date hereof to purchase Class B multiple voting shares
        of
        the Corporation, which were previously granted or issued pursuant to the
        Plan
        (including any predecessor to the Plan), shall be governed by the Plan,
*mutatis mutandis*, on the same terms and conditions as Options to
        purchase Shares.


**APPENDIX
        A**


**CHC
        HELICOPTER CORPORATIONEMPLOYEE SHARE OPTION
        PLAN**


**Maximum
        Number of Shares which may be Issued**




**Maximum**
            **Date
                  set by Directors**
            **Date approved by**
            **Date approved by****Number**
            
            **TSE**
            **Shareholders**1,110,184
            September
                  13, 1995
            January
                  29, 1996
            Not
                  required2,247,165
            August
                  11, 1997
            August
                  18, 1997
            October
                  8, 19973,500,000(1)
            April
                  10, 2002
            May
                  1, 2002 (verbal), confirmed by letter May 13,
                  2002
            September
                  26, 2002


(1)
        This number is adjusted to 7,000,000 following the Corporation’s 2 for 1 stock
        split on April 14, 2005.