**(h)** “Plan” means this Senior Management Bonus Plan as it may beamended from time to time.  **(i)** “Retirement” or “retires” means retirement at or after attaining age 62.  **(j)** “Share” means the amount of the Award granted to a Participantfor a specific calendar year.  **(k)** “Subsidiary” means a company of which PHI owns, directly orindirectly, at least a majority of the shares having voting power in theelection of directors.**ARTICLE II****Designation of Participants and Allocation of Award**     **Section 2.1.**The Committee shall determine no later than March 31 following the year for whichthe Award is made: **(a)** The Award;  **(b)** The name of each Participant entitled to participate in theAward for the applicable year; and  **(c)** The Share granted to a Participant under the Plan or the methodby which the Share is determined.     **Section 2.2.**Except as provided in Section 2.3, payment of a Participant’s Share shall be madeas follows: **(a)** One-half of the Share shall be paid in an immediate cashpayment, payable on or before March 31 of the year following the year for whichthe Award is made.  **(b)** The balance of the Share shall be a contingent, unfundeddeferred amount payable only in accordance with the terms of the Plan. Paymentswill be made in equal installments (without increase or adjustment forearnings) by March 31 of each of the next three succeeding calendar years,provided that the Participant is employed by the Company on the December 31immediately prior to each payment due date.  **(c)** Notwithstanding anything to the contrary contained herein, if aParticipant entitled to a payment under (b) above dies, retires, or becomesDisabled prior to the last day of a calendar year, all future payments thatwould be expected to be paid to the Participant under this Section 2.2(b) shallbe so made as if the Participant continued in employment with the Company. Ifthe Participant dies, payment shall be made in a lump sum to the Participant’sbeneficiary as provided in Section 3.4 on or before the last
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   day of the year during which the Participant’s death occurs or assoon as administratively possible after the end of such year.     **Section 2.3.**With respect to any year for which an Award is made, a Participant in thePetroleum Helicopters, Inc. Officer Deferred Compensation Plan (“Officer Plan”) may elect to deferall or part of his or her benefit payable under this Plan. Any such deferral election must be madein accordance with the terms of the Officer Plan. Any such deferral made under the Officer Planshall apply to the initial payment under Section 2.2(a) and all subsequent payments made underSection 2.2(b) with respect to the calendar year for which the Award is made.**ARTICLE III****Contingent Future Payments, Investments and Forfeitures**     **Section 3.1.**The Committee shall maintain bookkeeping accounts which shall reflect the valueof the unfunded deferred amount of the Share granted to a Participant for a year, reduced forpayments made pursuant to Section 2.2.     **Section 3.2.**Until and except to the extent that deferred benefits hereunder are payable anddistributed to the Participants or beneficiaries from time to time in accordance with orders of theCommittee, the interest of each Participant and beneficiary herein is contingent only and issubject to forfeiture as provided in Section 3.5.     **Section 3.3.**Each Participant shall have the right to designate a beneficiary who wouldsucceed to his or her contingent right to receive future payments hereunder in the event of theParticipant’s death. In case of a failure of designation or the death of a designated beneficiarywithout a designated contingent beneficiary, distribution shall be made to the Participant’sestate. No designation of beneficiary shall be valid unless in writing signed by the Participant,dated, and filed with the Committee. Beneficiaries may be changed without the consent of any priorbeneficiaries.     **Section 3.4.**The contingent right of a Participant or beneficiary to receive future paymentsunder Section 2.2(b) shall be forfeited upon the occurrence of any one or more of the followingevents: **(a)** The Participant is discharged from employment by theCompany or a Subsidiary for any reason other than Retirement orDisability.  **(b)** The Participant voluntarily terminates employment withthe Company for any reason other than Retirement or Disability.  **(c)** The Participant enters into a business (whether asowner, consultant or employee) which the Committee determines to becompetitive with the business of the Company or a Subsidiary, or  **(d)** The Participant takes any action or engages in anyactivity which the Committee determines is injurious to the Company’sfinancial or other business interests.
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An amount forfeited pursuant to this provision shall not be reinstated under any circumstances andshall not be reallocated to other Participants.     **Section 3.5.**Nothing contained herein shall be deemed to create a trust of any kind or createany fiduciary relationship. The Plan is an unfunded arrangement. Any amount paid under this Planshall be paid from the general assets of the Company, and no person shall, by virtue of theprovisions of this Plan, have any interest in any assets or funds of the Company. To the extentthat any person acquires a right to receive payments from the Company under this Plan, such rightto enforce the Company’s obligation under the Plan shall be as a general unsecured creditor of theCompany.**ARTICLE IV****Administration**     **Section 4.1.**The books and records to be maintained for the purpose of the Plan shall bemaintained by PHI at its expense, subject to the supervision and direction of the Committee. Allexpenses of administering the Plan, shall be paid by PHI from its general assets. In establishingthe Committee’s discretion, authority and responsibility under the Plan, it is the intent of theBoard to grant to the Committee the broadest possible powers to interpret and administer the Plan.     **Section 4.2.**To the extent permitted by law, the right of any Participant or any beneficiaryto any benefit or to any payment hereunder shall not be subject in any manner to attachment orother legal process for the debts of such Participant or beneficiary; and any such benefit orpayment shall not be subject to anticipation, alienation, sale, transfer, assignment orencumbrance.     **Section 4.3.**The laws of the State of Louisiana shall govern the Plan to the extent notpreempted by Federal law.     **Section 4.4**In the event that a Participant (or a Participant’s beneficiary) believes that heor she is entitled to receive benefits under this Plan, then a written claim must be made to theCommittee. The Committee shall review the written claim and, if the claim is denied in whole or inpart, the Committee shall provide, in writing and within ninety (90) days of receipt of such claim,its specific reasons for such denial and references to the provisions of the Plan upon which thedenial is based and any additional material or information necessary to perfect the claim. Suchwritten notice shall further indicate the additional steps to be taken by the claimant if a furtherreview of the claim is desired. A claim shall be deemed denied if the Committee fails to take anyaction within the aforementioned ninety (90) day period.     If a claimant desires to appeal the denial of a benefit, he or she shall notify the Committeein writing within sixty (60) days of the claim denial. A claimant may review the Plan or anydocuments relating thereto and submit written issues and comments that he or she believes areappropriate. The Committee shall then review the claim and provide a written decision within sixty(60) days of receipt of such claim.
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**ARTICLE V****Amendment of Plan**     **Section 5.1.**The Plan may be amended or restated from time to time or terminated by the Boardof Directors of PHI without prior notice to Participants. No amendment, modification ortermination of the Plan shall adversely affect the rights of a Participant to receive amountspayable under Section 2.2. Notwithstanding anything in the Plan to the contrary, it is theCompany’s intent to operate and interpret this Plan in compliance with Code Section 409(A). TheCompany shall have the broadest discretion to interpret and amend the Plan so that it is incompliance with the Code.     **Section 5.2.**Notice of an amendment or termination shall be given in writing to eachParticipant and beneficiary of a deceased Participant, but is not required prior to the amendmentor termination.     **IN WITNESS WHEREOF,**PHI has executed this Plan on the 5th day ofNovember, 2004.    **PETROLEUM HELICOPTERS, INC.**