Exhibit 10.3
 PHI, INC.
 SENIOR MANAGEMENT INCENTIVE BONUS PLAN
 I. Purpose
  II. Term
  III. Administration
  (a)
    
    designate participants and target award percentages for each Plan Year;(b)
    
    establish performance measures and objectives, as well as the particular
targets, for each Plan Year;(c)
    
    consider the achievement of the performance measures and objectives and whether
any payment will be made hereunder; and(d)
    
    establish regulations for the administration of the Plan and make all
determinations deemed necessary for the administration of the Plan.
 IV. Eligibility
  V. Change in Eligibility Status




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(a)
    
    New Hire, Transfer, Promotion. An employee who is hired, transferred
or promoted during the Plan Year may participate in the Plan on a pro rata basis as of
the date the employee was hired, transferred or promoted.(b)
    
    Termination. An award under the Plan will generally not be made to any
Participant whose services are terminated for any reason prior to the payment date for
awards under the Plan for a given Plan Year.(c)
    
    Resignation. An award under the Plan will generally not be made to any
Participant who resigns for any reason, including retirement, prior to the payment date
for awards under the Plan for a given Plan Year. However, in the Committees sole
discretion, the Participant may be considered for a pro rata award, provided the
Participant otherwise qualifies for the award.
  VI. Performance Measures
 (a)
    
    Performance Measures. The performance measures applicable under the
Plan will include a financial component and a safety component. Unless the Committee
determines otherwise for a given Plan Year, the financial component shall be measured
by earnings before taxes of the Company and the safety component shall be measured by a
combination of number of flight accidents, Total Recordable Injury Rate (TRIR) and
Total Proactive Efforts Rate (TPER). The resulting awards under the Plan will be
based on the level of achievement of the financial measure, as adjusted upward or
downward to reflect the Companys achievement of the safety measures.(b)
    
    Setting Performance Targets and Individual Award Opportunities. Except
as noted below with respect to the 2011 Plan Year, prior to the end of the first
quarter of each Plan Year, the Committee will specify (i) the specific targets relative
to each performance measure applicable for that year under the Plan to Participants,
and (ii) the individual award opportunities of each Participant for the Plan Year,
which will be a percentage of the Participants base salary based on Companys
achievement of the financial target at three levels  a threshold level, the target
level (generally, equivalent to the business plan for the year) and a stretch level.
With respect to the 2011 Plan Year, the Committee will specify the targets and
individual award opportunities as set forth above promptly following the approval of
the Plan. Once the specific targets have been set for a given Plan Year, management
will communicate the targets to Participants in the Plan.(c)
    
    Earnings Before Taxes. For purposes of the Plan, in determining
whether the required earnings before taxes (EBT) target of the Company or of a
business unit has been achieved for a given Plan Year, the following shall be excluded
from the calculation of EBT:
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1.
    
    interest income;2.
    
    gains or losses related to the sale of aircraft;3.
    
    gains or losses related to investments; and4.
    
    gains or losses related to financial arrangements.
  VII. Payout of Awards
 (a)
    
    Determination of Award Amounts. Following the end of each Plan Year,
the Committee will determine the Companys level of achievement of the applicable
financial and safety performance measures. If the threshold level of the financial
measure has been achieved, the Committee will calculate each Participants award
opportunity under the Plan as a percentage of the Participants base salary, which
shall then be adjusted upward or downward to reflect the level of achievement of the
safety measures if applicable.(b)
    
    Discretionary Adjustments. The Committee, in its sole discretion, may
adjust any award payable under the Plan upward or downward to reflect the Companys
achievement of other performance goals or the Committees subjective assessment of the
individual performance of the Participant. The chief executive officer may make
recommendations to the Committee with respect to such adjustments for Participants
other than himself.(c)
    
    Payment Timing. Payments of any awards under the Plan will be made by
March 15 of the year following the Plan Year.
 VIII. Miscellaneous
 (a)
    
    Nothing in this Plan is to be considered a guarantee of an award. Any payments
under the Plan shall be in the sole discretion of the Committee. The Company shall
have no obligation to set aside, earmark or invest any fund or money with which to pay
bonuses under the Plan.(b)
    
    The grant of an award under the Plan shall not constitute an assurance of
continued employment. Any decisions by the Committee are final and binding on all
parties.(c)
    
    Participant payments under the Plan shall be net of an amount sufficient to
satisfy any federal, state or local withholding tax liability. The Company retains the
right to withhold payment from any Participant who violates Company policies or for any
other reason.
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(d)
    
    The payments made hereunder are intended to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or an
exception from compliance with Section 409A, and the terms of the Plan related thereto
shall be construed accordingly. Any payments hereunder that are subject to Section
409A shall not be accelerated or postponed unless permitted under Section 409A.(e)
    
    If any term or provision of the Plan shall at any time or to any extent be
invalid, illegal or unenforceable in any respect as written, the participant and the
Company intend for any court construing the Plan to modify or limit such provision so
as to render it valid and enforceable to the fullest extent allowed by law. Any such
provision that is not susceptible of such reformation shall be ignored so as to not
affect any other term or provision hereof, and the remainder of the Plan, or the
application of such term or provision to persons or circumstances other than those as
to which it is held invalid, illegal or unenforceable, shall not be affected thereby
and each term and provision of the Plan shall be valid and enforced to the fullest
extent permitted by law.(f)
    
    The Committee shall have the right to amend or terminate the Plan at any time
in its sole discretion.(g)
    
    This Plan shall be governed and construed under the laws of the State of
Louisiana.
 IN WITNESS WHEREOF,
 PHI, INC.BY:
    /s/ Al A. GonsoulinChairman of the Board 4