S-8

As filed with the Securities and Exchange Commission on December 13, 2004.

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OFFSHORE LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	72-0679819
(State of other jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

224 Rue de Jean

P.O. Box 5-C

Lafayette, Louisiana 70505

(Address, including zip code, of registrant’s principal executive offices)

OFFSHORE LOGISTICS, INC.

2004 STOCK INCENTIVE PLAN

(Full title of the plan)

William E. Chiles

President and Chief Executive Officer

Offshore Logistics, Inc.

224 Rue de Jean

P.O. Box 5-C

Lafayette, Louisiana 70508

(337) 233-1221

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Paul M. Haygood

Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.

201 St. Charles Avenue, 46^th Floor

New Orleans, Louisiana 70170

(504) 586-5252

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)			Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee (5)
Common Stock, $.01 par value	10,000 shares 10,000 shares 980,000 shares	$ $ $	32.61 32.62 33.03	(3) (3) (4)	$ $ $	326,100.00 326,200.00 32,369,400.00	$ $ $	38.38 38.39 3,809.88
Total	1,000,000 shares						$	3,886.65

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement also includes an indeterminable number of additional shares that may become issuable pursuant to the antidilution adjustment provisions of the Plan.

(2) Computed in accordance with Rule 457 of the Securities Act, and estimated solely for the purpose of calculating the registration fee.

(3) Based on the price at which outstanding options may be exercised.

(4) In accordance with Rule 457, calculated based upon the maximum number of shares remaining issuable under the Plan and the average of the high and low sale prices of the Common Stock as reported by the New York Stock Exchange on December 10, 2004, which were $33.41 and $32.65, respectively.

(5) The amount of the registration fee was calculated pursuant to Section 6(b) of the Securities Act and was determined by multiplying the Proposed Maximum Aggregate Offering Price by ..0001177.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by Offshore Logistics, Inc. (the “Company”) are incorporated by reference in the Registration Statement:

(a) The Company’s latest Annual Report on Form 10-K filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), which contains either directly or by incorporation by reference audited financial statements for the Company’s fiscal year ended March 31, 2004.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in the preceding paragraph (a).

(c) The description of the Company’s Common Stock contained in the Registration Statement on Form 8-A filed under section 12 of the Securities Exchange Act of 1934.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

As permitted by Section 145 of the Delaware General Corporation Law, Article 6 of the Company’s Bylaws provides that the Company shall indemnify its directors and officers, and may indemnify its employees and agents, to the fullest extent and in the manner set forth in and permitted by the Delaware General Corporation Law, and any other applicable law, as from time to time in effect.

Under the Delaware General Corporation Law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporations, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; except that no indemnification shall be made in any such

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action or suit brought by or in the right of the corporation in respect of certain claims, issues or matters as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

The Delaware General Corporation Law also provides for the advancement of expenses to persons eligible to be indemnified, and authorizes the Company to maintain certain policies of insurance to protect itself and any of its directors, officers or employees. The Company currently maintains liability insurance for its directors and officers for certain losses arising from claims made against them while acting in their capacities as directors or officers of the Company.

As permitted under Section 102(b)(7) of the Delaware General Corporation Law, the Company’s Certificate of Incorporation eliminates the personal liability of any director to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

Additionally, as permitted by Section 145 of the Delaware General Corporation Law and the Company’s Bylaws, the Company has entered into indemnification agreements with each of its directors and its Chief Executive Officer. The description of such indemnification agreements in paragraph 7 of Item 20 of the Company’s Registration Statement on Form S-4 (Registration No. 333-107148) filed with the Commission on July 18, 2003 is incorporated herein by reference.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed as part of this registration statement:

Exhibit No.	Description of Exhibit
3.1	Delaware Certificate of Incorporation of the Company (filed as Exhibit 3(10) to the Company’s Form 10-K for the fiscal year ended June 30, 1989), and incorporated herein by reference.
3.2	Agreement and Plan of Merger dated December 29, 1987 (filed as exhibit 3(11) to the Company’s Form 10-K for the fiscal year ended June 30, 1989), and incorporated herein by reference.
3.3	Certificate of Merger dated December 29, 1987 (filed as Exhibit 3(3) to the Company’s Form 10-K for the fiscal year ended June 30, 1990), and incorporated herein by reference.

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3.4	Certificate of Correction of Certificate of Merger dated January 20, 1988 (filed as exhibit 3(4) to the Company’s Form 10-K for the fiscal year ended June 30, 1990), and incorporated herein by reference.
3.5	Certificate of Amendment of Certificate of Incorporation dated November 30, 1989 (filed as exhibit 3(5) to the Company’s Form 10-K for the fiscal year ended June 30, 1990), and incorporated herein by reference.
3.6	Certificate of Amendment of Certificate of Incorporation dated December 9, 1992 (filed as Exhibit 3 to the Company’s Form 8-K filed in December 1992), and incorporated herein by reference.
3.7	Rights Agreement and Form of Rights Certificate (filed as Exhibit 4 to the Company’s Form 8A filed in February 1996), and incorporated herein by reference.
3.8	Amended and Restated By-laws of the Company (filed as Exhibit 3(7) to the Company’s Form 8-K filed in February 1996), and incorporated herein by reference.
3.9	Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit 3(9) to the Company’s Form 10-K for the fiscal year ended June 30, 1996), and incorporated herein by reference.
3.10	First Amendment to Rights Agreement (filed as Exhibit 5 to the Company’s Form 8A-A filed in May 1997), and incorporated herein by reference.
3.11	Second Amendment to Rights Agreement (filed as Exhibit 4.3 to the Company’s Form 8A-A filed in January 2003), and incorporated herein by reference.
4.1	Registration Rights Agreement dated December 19, 1996, between the Company and Caledonia Industrial and Services Limited (filed as Exhibit 4(3) to the Company’s Form 10-Q filed in December 1996) and incorporated herein by reference.
4.2	Indenture, dated as of June 20, 2003, among the Company, the Guarantors named therein and U.S. Bank National Association, as Trustee (filed as Exhibit 4.1 to the Company’s Form S-4 filed on July 18, 2003) and incorporated herein by reference.

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4.3	Registration Rights Agreement, dated as of June 20, 2003, among the Company and Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., Robert W. Baird & Co. Incorporated, Howard Weil, A Division of Legg Mason Wood Walker, Inc., Jefferies & Company, Inc., and Johnson Rice & Company L.L.C. (filed as Exhibit 4.2 to the Company’s Form S-4 filed on July 18, 2003) and incorporated herein by reference.
4.4	Form of 144A Global Note representing $228,170,000 Principal Amount of 6 1/8% Senior Notes due 2013 (filed as Exhibit 4.3 to the Company’s Form S-4 filed on July 18, 2003) and incorporated herein by reference.
4.5	Form of Regulation S Global Note representing $1,830,000 Principal Amount of 6 1/8% Senior Notes due 2013 (filed as Exhibit 4.4 to the Company’s Form S-4 filed on July 18, 2003) and incorporated herein by reference.
5.0	Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P., as to the legality of the securities being registered hereby *
10.1	Offshore Logistics, Inc. 2004 Stock Incentive Plan *
10.2	Form of Stock Option Agreement *
15.0	Letter from KPMG LLP re unaudited interim financial information*
23.1	Consent of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P., (included in Exhibit 5.0) *
23.2	Consent of KPMG LLP*
24.0	Powers of Attorney (included on the signature page) *

* Filed herewith

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Item 9. Undertakings.

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement:

Provided, however, that paragraph (a)(l)(i) and (a)(l)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to section 13 or section 15(d) of the Exchange Act, that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions described in Item 6 hereof, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lafayette, Louisiana on December 13, 2004.

OFFSHORE LOGISTICS, INC.
By:	/s/ William E. Chiles
	William E. Chiles
	President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William E. Chiles and H. Eddy Dupuis, and each of them individually and without the others, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William E. Chiles William E. Chiles	President, Chief Executive Officer (Principal Executive Officer) and Director	December 13, 2004
/s/ H. Eddy Dupuis H. Eddy Dupuis	Secretary, Treasurer, Chief Financial Officer (Principal Financial and Accounting Officer)	December 13, 2004
/s/ Kenneth M. Jones Kenneth M. Jones	Chairman of the Board	December 13, 2004
/s/ Stephen J. Cannon Stephen J. Cannon	Director	December 13, 2004
/s/ Jonathan H. Cartwright Jonathan H. Cartwright	Director	December 13, 2004
/s/ David M. Johnson David M. Johnson	Director	December 13, 2004

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/s/ Thomas C. Knudson Thomas C. Knudson	Director	December 13, 2004
/s/ Pierre H. Jungels Pierre H. Jungels	Director	December 13, 2004
/s/ Ken C. Tamblyn Ken C. Tamblyn	Director	December 13, 2004
/s/ Robert W. Waldrup Robert W. Waldrup	Director	December 13, 2004

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INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
3.1	Delaware Certificate of Incorporation of the Company (filed as Exhibit 3(10) to the Company’s Form 10-K for the fiscal year ended June 30, 1989), and incorporated herein by reference.
3.2	Agreement and Plan of Merger dated December 29, 1987 (filed as exhibit 3(11) to the Company’s Form 10-K for the fiscal year ended June 30, 1989), and incorporated herein by reference.
3.3	Certificate of Merger dated December 29, 1987 (filed as Exhibit 3(3) to the Company’s Form 10-K for the fiscal year ended June 30, 1990), and incorporated herein by reference.
3.4	Certificate of Correction of Certificate of Merger dated January 20, 1988 (filed as exhibit 3(4) to the Company’s Form 10-K for the fiscal year ended June 30, 1990), and incorporated herein by reference.
3.5	Certificate of Amendment of Certificate of Incorporation dated November 30, 1989 (filed as exhibit 3(5) to the Company’s Form 10-K for the fiscal year ended June 30, 1990), and incorporated herein by reference.
3.6	Certificate of Amendment of Certificate of Incorporation dated December 9, 1992 (filed as Exhibit 3 to the Company’s Form 8-K filed in December 1992), and incorporated herein by reference.
3.7	Rights Agreement and Form of Rights Certificate (filed as Exhibit 4 to the Company’s Form 8A filed in February 1996), and incorporated herein by reference.
3.8	Amended and Restated By-laws of the Company (filed as Exhibit 3(7) to the Company’s Form 8-K filed in February 1996), and incorporated herein by reference.
3.9	Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit 3(9) to the Company’s Form 10-K for the fiscal year ended June 30, 1996), and incorporated herein by reference.

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Exhibit No.	Description of Exhibit
3.10	First Amendment to Rights Agreement (filed as Exhibit 5 to the Company’s Form 8A-A filed in May 1997), and incorporated herein by reference.
3.11	Second Amendment to Rights Agreement (filed as Exhibit 4.3 to the Company’s Form 8A-A filed in January 2003), and incorporated herein by reference.
4.1	Registration Rights Agreement dated December 19, 1996, between the Company and Caledonia Industrial and Services Limited (filed as Exhibit 4(3) to the Company’s Form 10-Q filed in December 1996) and incorporated herein by reference.
4.2	Indenture, dated as of June 20, 2003, among the Company, the Guarantors named therein and U.S. Bank National Association, as Trustee (filed as Exhibit 4.1 to the Company’s Form S-4 filed on July 18, 2003) and incorporated herein by reference.
4.3	Registration Rights Agreement, dated as of June 20, 2003, among the Company and Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., Robert W. Baird & Co. Incorporated, Howard Weil, A Division of Legg Mason Wood Walker, Inc., Jefferies & Company, Inc., and Johnson Rice & Company L.L.C. (filed as Exhibit 4.2 to the Company’s Form S-4 filed on July 18, 2003) and incorporated herein by reference.
4.4	Form of 144A Global Note representing $228,170,000 Principal Amount of 6 1/8% Senior Notes due 2013 (filed as Exhibit 4.3 to the Company’s Form S-4 filed on July 18, 2003) and incorporated herein by reference.
4.5	Form of Regulation S Global Note representing $1,830,000 Principal Amount of 6 1/8% Senior Notes due 2013 (filed as Exhibit 4.4 to the Company’s Form S-4 filed on July 18, 2003) and incorporated herein by reference.
5.0	Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P., as to the legality of the securities being registered hereby *

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Exhibit No.	Description of Exhibit
10.1	Offshore Logistics, Inc. 2004 Stock Incentive Plan *
10.2	Form of Stock Option Agreement *
15.0	Letter from KPMG LLP re unaudited interim financial information*
23.1	Consent of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P., (included in Exhibit 5.0) *
23.2	Consent of KPMG LLP *
24.0	Powers of Attorney (included on the signature page) *

* Filed herewith

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EX-5

EXHIBIT 5.0

December 13, 2004

Offshore Logistics, Inc.

224 Rue de Jean

Lafayette, Louisiana 70509

Re: 2004 Stock Incentive Plan

Registration Statement on Form S-8

Gentlemen:

We have been asked to render this opinion as counsel to Offshore Logistics, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 proposed to be filed by the Company under the Securities Act of 1933, as amended (the “Registration Statement”), with respect to 1,000,000 shares of the Company’s Common Stock, $.01 par value per share (the “Shares”), issuable upon the exercise of stock options (the “Options”) granted under the Company’s 2004 Stock Incentive Plan (the “Plan”) and related stock option agreements.

In connection with this representation and our opinion rendered in this letter, we have reviewed copies of the following documents: (a) the Plan; (b) the form of option agreement attached as Exhibit 10.2 to the Registration Statement (the “Option Agreement”); (c) the Restated Certificate of Incorporation of the Company, as amended through this date; (d) the Bylaws of the Company, as amended through this date; (e) certain resolutions of the Board of Directors of the Company and the stockholders of the Company; and (f) certificates of officers of the Company and of public officials. The Plan and Option Agreement are sometimes collectively referred to herein as the “Agreements.”

For purposes of the opinion expressed in this letter, we have assumed: (a) the genuineness of all signatures; (b) the authenticity of all documents, certificates and records submitted to us as originals, and the conformity to original documents, certificates and records of all documents, certificates and records submitted to us as copies or facsimiles; (c) the truthfulness of all statements of fact and representations and warranties contained in the documents, certificates and records submitted to us; (d) the proper grant of Options in accordance with the terms and conditions of the Plan and Option Agreement; (e) that the purchase price for all Shares subject to an Option granted under the Plan will have been paid in

Correro Fishman Haygood

Phelps Walmsley & Casteix, L.L.P.

December 13, 2004

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full prior to the issuance thereof and will not be less than the par value of the Shares for which the Option is exercised; (f) that all documents, certificates and records referred to in this letter, including but not limited to the Agreements, comply with all applicable laws other than the laws of the State of Delaware; and (g) that the Agreements constitute valid, legal and binding obligations of the parties thereto enforceable in accordance with their respective terms. In addition, in rendering the opinions expressed in this letter, we have assumed the accuracy and completeness of, and have relied upon, certificates of public officials and officers of the Company.

Based upon and in reliance on the foregoing and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that:

The Shares have been duly and validly authorized and, upon issuance pursuant to the exercise of Options granted under the Plan in accordance with the provisions of the Agreements, will be validly issued, fully paid and nonassessable.

The opinion expressed in this letter is subject to limitations imposed by the effect of general equitable principles, including without limitation the effect of concepts of good faith and fiduciary requirements. In addition, the opinion expressed in this letter is limited to the matters stated herein and no opinion may be inferred beyond the matters expressly stated, are given only as of this date, and are based on the law in effect as of this date. We have no obligation, and will not undertake, to report to you or any third parties changes in facts or laws, statutes or case law.

This letter may be relied upon only by the Company for purposes of the Registration Statement. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5 to the Registration Statement and the use of our name therein. This opinion may not be used, circulated or quoted, in whole or in part, or relied upon for any other purpose or by any other person without our prior written consent.

We are members of the Louisiana Bar, and the opinion in this letter is based on and limited to the laws of the State of Louisiana and the General Corporation Law of the State of Delaware. The opinion contained in this letter is limited in that we express no opinion with respect to federal laws, state blue sky or other securities laws, tax or environmental laws or matters, the laws of any municipality, county or other political subdivision of the State of Delaware, the State of Louisiana or any agency thereof, or the laws of any jurisdiction other than Louisiana and the General Corporation Law of the State of Delaware.

This letter expresses our professional legal opinion as to the matters addressed in this letter and is based on our professional knowledge and judgment; it is not, however, to be construed as a guaranty.

Very truly yours,

/s/ Correro Fishman Haygood Phelps

     Walmsley & Casteix, L.L.P.

EX-10.1

EXHIBIT 10.1

Offshore Logistics, Inc.

2004 STOCK INCENTIVE PLAN

SECTION 1. Purpose; Definitions

The purpose of this Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a stock plan providing incentives directly linked to shareholder value. Certain terms used herein have definitions given to them in the first place in which they are used. In addition, for purposes of this Plan, the following terms are defined as set forth below:

(a) “Affiliate” means a corporation or other entity controlled by, controlling or under common control with, the Company.

(b) “Applicable Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock.

(c) “Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or other stock-based award granted pursuant to the terms of this Plan.

(d) “Award Agreement” means a written document or agreement setting forth the terms and conditions of a specific Award.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any Individual Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define Cause: (A) indictment or formal charge of the Participant for, or plea of guilty or nolo contendere to, a felony, or a misdemeanor involving moral turpitude; provided that any indictment or formal charge of a Participant outside the United States shall not de deemed “Cause” unless and until such foreign indictment or formal charge results in the Participant’s conviction for such offense, (B) dishonesty in the course of fulfilling the Participant’s employment duties, (C) willful and deliberate failure on the part of the Participant to perform such Participant’s employment duties in any material respect, or (D) before a Change in Control, such other events as shall be determined by the Committee and set forth in a Participant’s Award Agreement. Notwithstanding the general rule of Section 3(b), following a Change in Control, any determination by the Committee as to whether “Cause” exists shall be subject to de novo review by a court of competent jurisdiction.

(g) “Change in Control” has the meaning set forth in Section 9(b).

(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(i) “Commission” means the Securities and Exchange Commission or any successor agency.

(j) “Committee” has the meaning set forth in Section 2(a).

(k) “Common Stock” means common stock, par value $.01 per share, of the Company.

(l) “Company” means Offshore Logistics, Inc., a Delaware corporation.

(m) “Disability” means (i) “Disability” as defined in any Individual Agreement to which the Participant is a party, (ii) if there is no such Individual Agreement or it does not define “Disability,” (A) permanent and total

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disability as determined under the Company’s long-term disability plan applicable to the Participant, or (B) if there is no such plan applicable to the Participant, “Disability” as determined by the Committee.

(n) “Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.

(o) “Eligible Individuals” means directors, officers, employees and consultants of the Company or any of its Subsidiaries or Affiliates, and prospective employees and consultants who have accepted offers of employment or consultancy from the Company or its Subsidiaries or Affiliates.

(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(q) “Fair Market Value” means, if the Common Stock is listed on a national securities exchange, as of any given date, the average of the highest and lowest per-share sales prices for a Share during normal business hours on such date on the Applicable Exchange, or if Shares were not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares were traded, all as reported by such source as the Committee may select. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion.

(r) “Free-Standing SAR” has the meaning set forth in Section 5(b).

(s) “Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares to be subject to such Award, or (ii) such later date as the Committee shall provide in such resolution.

(t) “Incentive Stock Option” means any Option that is designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code, and that in fact so qualifies.

(u) “Individual Agreement” means an employment, consulting or similar agreement between a Participant and the Company or one of its Subsidiaries or Affiliates.

(v) “Nonqualified Option” means any Option that is not an Incentive Stock Option.

(w) “Option” means an Award granted under Section 5.

(x) “Participant” means an Eligible Individual to whom an Award is or has been granted.

(y) “Performance Goals” means the performance goals established by the Committee in connection with the grant of Restricted Stock, Restricted Stock Units, or other stock-based awards. In the case of Qualified Performance-Based Awards, (i) such goals shall be based on the attainment of specified levels of one or more of the following measures: net profit after tax, EBIT, EBITA, EBITDA, OBIT, OBITDA, gross profit, operating profit, cash generation, unit volume, stock price, market share, sales, asset quality, earnings per share, return on equity, return on assets, return on operating assets, cost saving levels, operating income, marketing-spending efficiency, core non-interest income, change in working capital, return on capital, or shareholder return, and (ii) such Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m) of the Code and the regulations promulgated thereunder.

(z) “Plan” means this Offshore Logistics, Inc. 2004 Stock Incentive Plan, as set forth herein and as hereafter amended from time to time.

(aa) “Qualified Performance-Based Award” means an Award intended to qualify for the Section 162(m) Exemption, as provided in Section 10.

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(bb) “Restricted Stock” means an Award granted under Section 6.

(cc) “Restricted Stock Units” means an Award granted under Section 7.

(dd) “Retirement” means a Termination of Employment with the Company, a Subsidiary or an Affiliate at or after age 65 (or any other Termination of Employment that the Committee deems a Retirement for purposes of the Plan); provided, however, that under no circumstances shall a Termination of Employment by the Company for Cause be considered a Retirement for purposes of this Plan.

(ee) “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

(ff) “Share” means a share of Common Stock.

(gg) “Stock Appreciation Right” has the meaning set forth in Section 5(b).

(hh) “Subsidiary” means any corporation, partnership, joint venture or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

(ii) “Tandem SAR” has the meaning set forth in Section 5(b).

(jj) “Term” means the maximum period during which an Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Employment or otherwise, as specified in the applicable Award Agreement.

(kk) “Termination of Employment” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, if a Participant’s employment with the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Employment. A Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company and its Affiliates shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary, Affiliate, or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or service provider for, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment.

SECTION 2. Administration

(a) Committee. The Plan shall be administered by the Compensation Committee of the Board or such other committee of the Board as the Board may from time to time designate (the “Committee”), which shall be composed of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. The Committee shall, subject to Section 10, have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Among other things, the Committee shall have the authority, subject to the terms of the Plan:

(i) to select the Eligible Individuals to whom Awards may from time to time be granted;

(ii) to determine whether and to what extent Incentive Stock Options, Nonqualified Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, other stock-based awards, or any combination thereof, are to be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;

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(v) subject to Section 11, to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time;

(vi) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;

(vii) to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto);

(viii) to establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable; and

(ix) to otherwise administer the Plan.

(b) Procedures.

(i) The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 10, allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it.

(ii) Subject to Section 10(c), any authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

(c) Discretion of Committee. Subject to Section 1(f), any determination made by the Committee or by an appropriately delegated officer pursuant to delegated authority under the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company, Participants, and Eligible Individuals.

(d) Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall not be subject to the Award Agreement’s being signed by the Company and/or the Participant receiving the Award unless specifically so provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 11 hereof.

(e) Restricted Stock and Restricted Stock Units Vesting Schedule Limitation. The Committee shall ensure that the Restricted Period applicable to shares of Restricted Stock and Restricted Stock Units shall be at least three years following the date of grant; provided, however, that a Restriction Period of at least one year following the date of grant is permissible if vesting is conditioned upon the achievement of Performance Goals, and provided, further that an award of Restricted Stock or an award of Restricted Stock Units or an award of both may vest in part prior to the expiration of any Restriction Period.

SECTION 3. Common Stock Subject to Plan

(a) Plan Maximums. The maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be 1,000,000. The maximum number of Shares that may be delivered pursuant to Options intended to be Incentive Stock Options shall be 1,000,000 Shares. Shares subject to an Award under the Plan may be authorized and unissued Shares or may be Treasury Shares. No more than 700,000 Shares may be issued during the term of the Plan pursuant to Awards other than Options and Stock Appreciation Rights.

(b) Individual Limits. No Participant may be granted Options and Free-Standing SARs covering in excess of 250,000 Shares, or Restricted Stock and Restricted Stock Units covering in excess of 100,000 Shares, in either case in any fiscal year of the Company.

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(c) Rules for Calculating Shares Delivered.

(i) To the extent that any Award is forfeited, or any Option and the related Tandem SAR (if any) or Free-Standing SAR terminates, expires or lapses without being exercised, or any Award is settled for cash, the Shares subject to such Awards not delivered as a result thereof shall again be available for Awards under the Plan.

(ii) If the exercise price of any Option and/or the tax withholding obligations relating to any Award are satisfied by delivering Shares to the Company (by either actual delivery or by attestation), only the number of Shares issued net of the Shares delivered or attested to shall be deemed delivered for purposes of the limits set forth in Section 3(a). To the extent any Shares subject to an Award are withheld to satisfy the exercise price (in the case of an Option) and/or the tax withholding obligations relating to such Award, such Shares shall not be deemed to have been delivered for purposes of the limits set forth in Section 3(a); provided, however, that Shares withheld to satisfy tax withholding obligations shall be deemed delivered for purposes of the limitation set forth in the second sentence of Section 3(a).

(d) Adjustment Provision. In the event of (i) a stock dividend, stock split, reverse stock split, share combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards; and (D) the exercise price of outstanding Options and Stock Appreciation Rights. In the case of Corporate Transactions, such adjustments may include, without limitation, (1) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid); (2) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards; and (3) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities).

SECTION 4. Eligibility

Awards may be granted under the Plan to Eligible Individuals.

SECTION 5. Options and Stock Appreciation Rights

(a) Types of Options. Options may be of two types: Incentive Stock Options and Nonqualified Options; provided, however, that Incentive Stock Options may be granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code). The Award Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option.

(b) Types and Nature of Stock Appreciation Rights. Stock Appreciation Rights may be “Tandem SARs,” which are granted in conjunction with an Option, or “Free-Standing SARs,” which are not granted in conjunction with an

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Option. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Common Stock or both, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.

(c) Tandem SARs. A Tandem SAR may be granted at the Grant Date of the related Option or, in the case of a related Nonqualified Option, at any time after the Grant Date thereof while the related Nonqualified Option remains outstanding. A Tandem SAR shall be exercisable only at such time or times and to the extent that the related Option is exercisable in accordance with the provisions of this Section 5, and shall have the same exercise price as the related Option. A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Option, and the related Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.

(d) Exercise Price. The exercise price per Share subject to an Option or Free-Standing SAR shall be determined by the Committee and set forth in the applicable Award Agreement, and, with respect to Incentive Stock Options, shall not be less than the Fair Market Value of a share of the Common Stock on the applicable Grant Date. In no event may any Option or Free-Standing SAR granted under this Plan be amended, other than pursuant to Section 3(d), to decrease the exercise price thereof, be cancelled in conjunction with the grant of any new Option or Free-Standing SAR with a lower exercise price, or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such Option or Free-Standing SAR, unless such amendment, cancellation, or action is approved by the Company’s shareholders.

(e) Term. The Term of each Option and each Free-Standing SAR shall be fixed by the Committee, but shall not exceed ten years from the Grant Date in the case of an Incentive Stock Option.

(f) Vesting and Exercisability. Except as otherwise provided herein, Options and Free-Standing SARs shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Option or Free-Standing SAR will become exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Option or Free-Standing SAR.

(g) Method of Exercise. Subject to the provisions of this Section 5, Options and Free-Standing SARs may be exercised, in whole or in part, at any time during the applicable Term by giving written notice of exercise to the Company specifying the number of Shares as to which the Option or Free-Standing SAR is being exercised; provided, however, that, unless otherwise permitted by the Committee, any such exercise must be with respect to a portion of the applicable Option or Free-Standing SAR relating to no less than the lesser of the number of Shares then subject to such Option or Free-Standing SAR or 50 Shares. In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such number of Shares multiplied by the applicable exercise price) by certified or bank check or such other instrument as the Company may accept. If approved by the Committee, payment, in full or in part, may also be made as follows:

(i) Payments may be made in the form of unrestricted Shares (by delivery of such Shares or by attestation) of the same class as the Common Stock subject to the Option already owned by the Participant (based on the Fair Market Value of the Common Stock on the date the Option is exercised); provided, however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned Shares of the same class as the Common Stock subject to the Option may be authorized only at the time the Option is granted and provided, further, that such already owned Shares must have been either held by the Participant for at least six months at the time of exercise or purchased on the open market.

(ii) To the extent permitted by applicable law, payment may be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase price, and, if

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requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms. To the extent permitted by applicable law, the Committee may also provide for Company loans to be made for purposes of the exercise of Options.

(iii) Payment may be made by instructing the Committee to withhold a number of Shares having a Fair Market Value (based on the Fair Market Value of the Common Stock on the date the applicable Option is exercised) equal to the product of (A) the exercise price multiplied by (B) the number of Shares in respect of which the Option shall have been exercised.

(h) Reload Options. If determined by the Committee at (or, with respect to a Nonqualified Option, after) the Grant Date of an Option, in the event a Participant who has not incurred a Termination of Employment pays the exercise price of such Option (in whole or in part) by delivering (or attesting to ownership of) Shares previously owned by such Participant, such Participant shall automatically be granted a reload Option (a “Reload Option”) for the number of Shares used to pay the exercise price. Unless otherwise determined by the Committee, the Reload Option shall be subject to the same terms and conditions as such Option, except that (i) the Reload Option shall in all events be a Nonqualified Option, have an exercise price equal to the Fair Market Value of the Common Stock on the date the Reload Option is granted, expire the same date as the expiration date of the Option so exercised, and vest and become exercisable six months following the Grant Date of such Reload Option, and (ii) the exercise of the Reload Option shall not entitle the Participant to the grant of another Reload Option. Without limiting the generality of the foregoing, the Shares subject to Reload Options shall be subject to, and shall be taken into account in applying, the Share limitations set forth in Section 3(a), and the provisions of Section 3(c) shall apply to shares delivered or withheld to satisfy the exercise price of, or tax withholding obligations associated with the exercise of, a Reload Option. Notwithstanding anything else contained in this Section 5(h) or in an Award Agreement, no Reload Options may be granted to the extent that such grant would result in a violation of the limit set forth in Section 3(b).

(i) Delivery; Rights of Shareholders. No Shares shall be delivered pursuant to the exercise of an Option until the exercise price therefor has been fully paid and applicable taxes have been withheld. Except as otherwise provided in Section 5(l) below, the applicable Participant shall have all of the rights of a shareholder of the Company holding the class or series of Common Stock that is subject to the Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares and the right to receive dividends), when the Participant (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 13(a), and (iii) in the case of an Option, has paid in full for such Shares.

(j) Terminations of Employment. Subject to Section 9(c), a Participant’s Options and Stock Appreciation Rights shall be forfeited upon such Participant’s Termination of Employment, except as set forth below:

(i) Upon a Participant’s Termination of Employment by reason of death, any Option or Stock Appreciation Right held by the Participant that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the second anniversary of the date of such death and (B) the expiration of the Term thereof;

(ii) Upon a Participant’s Termination of Employment by reason of Disability or Retirement, any Option or Stock Appreciation Right held by the Participant that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the second anniversary of such Termination of Employment and (B) the expiration of the Term thereof;

(iii) Upon a Participant’s Termination of Employment for Cause, any Option or Stock Appreciation Right held by the Participant shall be forfeited, effective as of such Termination of Employment;

(iv) Upon a Participant’s Termination of Employment for any reason other than death, Disability, Retirement or for Cause, any Option or Stock Appreciation Right held by the Participant that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the 90th day following such Termination of Employment and (B) expiration of the Term thereof; and

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(v) Notwithstanding the above provisions of this Section 5(j), if a Participant dies after such Participant’s Termination of Employment but while any Option or Stock Appreciation Right remains exercisable as set forth above, such Option or Stock Appreciation Right may be exercised at any time until the later of (A) the earlier of (1) the first anniversary of the date of such death and (2) expiration of the Term thereof and (B) the last date on which such Option or Stock Appreciation Right would have been exercisable, absent this Section 5(j)(v).

Notwithstanding the foregoing, the Committee shall have the power, in its discretion, to apply different rules concerning the consequences of a Termination of Employment; provided, however, that if such rules are less favorable to the Participant than those set forth above, such rules are set forth in the applicable Award Agreement. If an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Option will thereafter be treated as a Nonqualified Option.

(k) Nontransferability of Options and Stock Appreciation Rights. No Option or Free-Standing SAR shall be transferable by a Participant other than (i) by will or by the laws of descent and distribution, or (ii) in the case of a Nonqualified Option or Free-Standing SAR, as otherwise expressly permitted by the Committee. A Tandem SAR shall be transferable only with the related Option as permitted by the preceding sentence. Any Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the applicable Participant, the guardian or legal representative of such Participant, or any person to whom such Option or Stock Appreciation Right is permissibly transferred pursuant to this Section 5(k), it being understood that the term “Participant” includes such guardian, legal representative and other transferee; provided, however, that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Participant.

(l) Deferral of Option Shares. The Committee may from time to time establish procedures pursuant to which a Participant may elect to defer, until a time or times later than the exercise of an Option, receipt of all or a portion of the Shares subject to such Option and/or to receive cash at such later time or times in lieu of such deferred shares, all on such terms and conditions as the Committee shall determine. If any such deferrals are permitted, then notwithstanding Section 5(g), a Participant who elects such deferral shall not have any rights as a stockholder with respect to such deferred shares unless and until shares are actually delivered to such Participant with respect thereto, except to the extent otherwise determined by the Committee.

SECTION 6. Restricted Stock

(a) Nature of Awards and Certificates. Shares of Restricted Stock are actual Shares issued to a Participant, and shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Shares of Restricted Stock shall be registered in the name of the applicable Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Offshore Logistics, Inc. 2004 Stock Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of Offshore Logistics, Inc.”

The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.

(b) Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions:

(i) The Committee may, prior to or at the time of grant, designate an Award of Restricted Stock as a Qualified Performance-Based Award, in which event it shall condition the grant or vesting, as applicable, of such Restricted Stock upon the attainment of Performance Goals. If the Committee does not designate an

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Award of Restricted Stock as a Qualified Performance-Based Award, it may also condition the grant or vesting thereof upon the attainment of Performance Goals. Regardless of whether an Award of Restricted Stock is a Qualified Performance-Based Award, the Committee may also condition the grant or vesting thereof upon the continued service of the applicable Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Awards (including without limitation any applicable Performance Goals) need not be the same with respect to each recipient. Subject to Section 10(b), the Committee may at any time, in its sole discretion, accelerate or waive, in whole or in part, any of the foregoing restrictions.

(ii) Subject to the provisions of the Plan and the applicable Award Agreement, during the period set by the Committee, commencing with the date of such Restricted Stock Award for which such Participant’s continued service is required (the “Restriction Period”), and until the later of (A) the expiration of the Restriction Period and (B) the date the applicable Performance Goals (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock.

(iii) Except as provided in this Section 6 and in the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any cash dividends. If so determined by the Committee in the applicable Award Agreement and subject to Section 13(e), (A) cash dividends on the class or series of Common Stock that is the subject of the Restricted Stock Award shall be automatically deferred and reinvested in additional Restricted Stock, held subject to the vesting of the underlying Restricted Stock, and (B) subject to any adjustment pursuant to Section 3(d), dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which such dividend was paid, held subject to the vesting of the underlying Restricted Stock.

(iv) Except as otherwise set forth in the applicable Award Agreement, upon a Participant’s Termination of Employment for any reason during the Restriction Period or before the applicable Performance Goals are satisfied, all Shares of Restricted Stock still subject to restriction shall be forfeited by such Participant; provided, however, that subject to Section 10(b), the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such Participant’s Shares of Restricted Stock.

(v) If and when any applicable Performance Goals are satisfied and the Restriction Period expires without a prior forfeiture of the Shares of Restricted Stock for which legended certificates have been issued, unlegended certificates for such Shares shall be delivered to the Participant upon surrender of the legended certificates.

SECTION 7. Restricted Stock Units

(a) Nature of Award. Restricted Stock Units are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, either by delivery of Shares to the Participant or by the payment of cash based upon the Fair Market Value of a specified number of Shares.

(b) Terms and Conditions. Restricted Stock Units shall be subject to the following terms and conditions:

(i) The Committee may, in connection with the grant of Restricted Stock Units, designate them as Qualified Performance-Based Awards, in which event it shall condition the vesting thereof upon the attainment of Performance Goals. If the Committee does not designate Restricted Stock Units as Qualified Performance-Based Awards, it may also condition the vesting thereof upon the attainment of Performance Goals. Regardless of whether Restricted Stock Units are Qualified Performance-Based Awards, the Committee may also condition the vesting thereof upon the continued service of the Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Awards (including without limitation any applicable Performance Goals) need not be the same with respect to each recipient. Subject to Section 10(b), the Committee may at any time, in its sole discretion, accelerate or waive, in whole or in part,

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any of the foregoing restrictions. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest or at a later time specified by the Committee or in accordance with an election of the Participant, if the Committee so permits.

(ii) Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such Restricted Stock Units Award for which such Participant’s continued service is required (the “Restriction Period”), and until the later of (A) the expiration of the Restriction Period and (B) the date the applicable Performance Goals (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units.

(iii) The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive current or deferred payments of cash, Common Stock or other property corresponding to the dividends payable on the Common Stock (subject to Section 13(e) below).

(iv) Except as otherwise set forth in the applicable Award Agreement, upon a Participant’s Termination of Employment for any reason during the Restriction Period or before the applicable Performance Goals are satisfied, all Restricted Stock Units still subject to restriction shall be forfeited by such Participant; provided, however, that subject to Section 10(b), the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such Participant’s Restricted Stock Units.

SECTION 8. Other Stock-Based Awards

Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including (without limitation), unrestricted stock, dividend equivalents, and convertible debentures, may be granted under the Plan.

SECTION 9. Change in Control Provisions

(a) Impact of Event. Unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of the Plan to the contrary, immediately upon the occurrence of a Change in Control:

(i) any Options and Stock Appreciation Rights outstanding which are not then exercisable and vested shall become fully exercisable and vested;

(ii) the restrictions and deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable;

(iii) all Restricted Stock Units shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse and such Restricted Stock Units shall be settled as promptly as is practicable in (subject to Section 3(d)) the form set forth in the applicable Award Agreement; and

(iv) the Committee may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan’s purposes, provided that the Committee’s determination to do so is made prior to a Change in Control and not at the request of a third party attempting to effect that or any other Change in Control.

(b) Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall mean any of the following events:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors

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(the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Section 9(b)(i), the following acquisitions shall not constitute a Change in Control; (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a transaction which complies with Sections 9(b)(iii)(A), 9(b)(iii)(B) and 9(b)(iii)(C); or

(ii) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50.1% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(c) Special Change in Control Post-Termination Exercise Rights. Unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of this Plan to the contrary, upon the Termination of Employment of a Participant, other than for Cause, during the 24-month period following a Change in Control, any Option or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remains outstanding as of the date of such Termination of Employment may thereafter be exercised, until the later of (i) the last date on which such Option or Stock Appreciation Right would be exercisable in the absence of this Section 9(c) and (ii) the earlier of (A) the third anniversary of such Change in Control and (B) expiration of the Term of such Option.

SECTION 10. Qualified Performance-Based Awards; Section 16(b)

(a) The provisions of this Plan are intended to ensure that all Options and Stock Appreciation Rights granted hereunder to any Participant who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of

11

the Code) in the tax year in which such Option or Stock Appreciation Right is expected to be deductible to the Company qualify for the Section 162(m) Exemption, and all such Awards shall therefore be considered Qualified Performance-Based Awards and this Plan shall be interpreted and operated consistent with that intention (including, without limitation, to require that all such Awards be granted by a committee composed solely of members who satisfy the requirements for being “outside directors” for purposes of the Section 162(m) Exemption (“Outside Directors”)). When granting any Award other than an Option or Stock Appreciation Right, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that (i) the recipient is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) with respect to such Award, and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption, and the terms of any such Award (and of the grant thereof) shall be consistent with such designation (including, without limitation, that all such Awards be granted by a committee composed solely of Outside Directors).

(b) Each Qualified Performance-Based Award (other than an Option or Stock Appreciation Right) shall be earned, vested and payable (as applicable) only upon the achievement of one or more Performance Goals, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate, and no Qualified Performance-Based Award may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under this Plan with respect to a Qualified Performance-Based Award under this Plan, in any manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption; provided, however, that (i) the Committee may provide, either in connection with the grant of the applicable Award or by amendment thereafter, that achievement of such Performance Goals will be waived upon the death or Disability of the Participant (or under any other circumstance with respect to which the existence of such possible waiver will not cause the Award to fail to qualify for the Section 162(m) Exemption), and (ii) the provisions of Section 9 shall apply notwithstanding this Section 10(b).

(c) The full Board shall not be permitted to exercise authority granted to the Committee to the extent that the grant or exercise of such authority would cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption.

(d) The provisions of this Plan are intended to ensure that no transaction under the Plan is subject to (and not exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”). Accordingly, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).

SECTION 11. Term, Amendment and Termination

(a) Effectiveness. The Plan shall be effective as of the date (the “Effective Date”) it is adopted by the Board, subject to the approval by at least a majority of the outstanding Shares of the Company.

(b) Termination. The Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan.

(c) Amendment of Plan. The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.

(d) Amendment of Awards. Subject to Section 5(d), the Committee may unilaterally amend the terms of any Award theretofore granted, prospectively or retroactively, but no such amendment shall cause a Qualified

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Performance-Based Award to cease to qualify for the Section 162(m) Exemption or without the Participant’s consent materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting rules.

SECTION 12. Unfunded Status of Plan

It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

SECTION 13. General Provisions

(a) Conditions for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

(b) Additional Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.

(c) No Contract of Employment. The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.

(d) Required Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal income tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement; provided, however, that not more than the legally required minimum withholding may be settled with Common Stock. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.

(e) Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be

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made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 13(e).

(f) Designation of Death Beneficiary. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such eligible Individual, after such Participant’s death, may be exercised.

(g) Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary of the Company, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All Shares underlying Awards that are forfeited or canceled should revert to the Company.

(h) Governing Law and Interpretation. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect.

(i) Non-Transferability. Except as otherwise provided in Section 5(k) or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution.

(j) Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.

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EX-10.2

EXHIBIT 10.2

OFFSHORE LOGISTICS, INC.

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (the “Agreement”) is made as of the      day of              2004, by and between Offshore Logistics, Inc., a Delaware corporation (the “Company”), and «FirstName»«LastName» (the “Grantee”) pursuant and subject to the provisions of the Offshore Logistics, Inc. 2004 Stock Incentive Plan, as amended (the “2004 Plan”), a copy of which is furnished to the Grantee.

WHEREAS, the Company and its stockholders previously have approved and adopted the 2004 Plan, pursuant to which the Company may, from time to time, make awards of options to purchase shares of the Company’s common stock, par value $0.01 (“Common Stock”), to certain eligible officers and employees of the Company and its subsidiaries; and

WHEREAS, the 2004 Plan is administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”); and

WHEREAS, the Grantee on the date hereof is an officer or employee of the Company and/or one of its subsidiaries and the Grantee on the date hereof does not directly or indirectly own stock representing more than ten percent of the combined voting power of all classes of stock of the Company or one of its subsidiaries; and

WHEREAS, the Committee, on                      (the “Date of Award”), has authorized the granting of options to purchase a certain number of shares of the Company’s Common Stock to the Grantee thereby allowing the Grantee to acquire a proprietary interest in the Company in order that the Grantee will have further incentive for remaining with and increasing his or her efforts on behalf of the Company or one of its subsidiaries; and

WHEREAS, the Grantee has accepted the grant of stock options and agreed to the terms and conditions stated herein and in the 2004 Plan.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant of Option. Pursuant to the 2004 Plan and on the terms and subject to the conditions provided in this Agreement, the Committee hereby grants to the Grantee, and the Grantee accepts, the right and option to purchase all or any part of the number of shares of Common Stock indicated below (the “Option”), at the exercise price per share stated below, being at least the par value per share of the Common Stock on the Date of Award:

No. of Shares Subject to Option	«Option»
Exercise Price Per Share	$

2. Antidilution Adjustment. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, issuance or repurchase of stock or securities convertible into or exchangeable for shares of Common Stock, grants of options, warrants or rights to purchase the Common Stock (other than pursuant to the Plan), extraordinary distribution with respect to the Common Stock, or other change in corporate structure affecting the Common Stock, then the Committee may (a) make such substitution or adjustments in the Number of Shares and/or the Exercise Price specified in Paragraph 1 above, (b) make such other substitution or adjustments in the consideration receivable by

the Company upon exercise of the Option, or (c) take such other action as the Committee may determine to be appropriate in its sole discretion; provided, however, that the number of shares subject to the Option shall always be a whole number.

3. Vesting. Unless sooner terminated in accordance with the provisions of this Agreement and the 2004 Plan, the Option will vest in annual installments of one-third each beginning on the first anniversary of the Date of Award. Each Option, or portion thereof, that vests in conformity with this Agreement is referred to as a “Vested Option.” Any Option, or portion thereof, that has not yet vested is referred to as an “Unvested Option.” All Options, or portions thereof, are either Vested or Unvested Options.

4. Accelerated Vesting. The Committee may decide, in its absolute discretion, to accelerate the vesting of any or all Unvested Options; provided, however, that the Committee shall not accelerate the vesting of any Unvested Option if such acceleration would cause the Grantee to violate or incur liability under Section 16 of the Securities Exchange Act of 1934 (“Section 16”). If so accelerated, such Options shall be considered to have vested as of the date specified by the Committee. Additionally, all Unvested Options shall become vested immediately upon a Change in Control of the Company.

5. Term. The term of the Option begins on the Date of Award and shall expire on the date that is ten years after the Date of Award. All Unvested Options shall terminate on the date of the Grantee’s Termination of Employment. Except as otherwise expressly provided in the 2004 Plan and this Agreement, any Option, the term of which has expired or that has otherwise terminated under the provisions of the 2004 Plan or of this Agreement, shall automatically have no further force or effect.

6. Method of Exercise. Unvested Options shall not be exercisable. Each Vested Option may be exercised only by the Grantee (or other proper party in the event of the Grantee’s death or incapacity) at any time during the option term by giving written notice of exercise to the Company specifying the number of shares of Common Stock subject to the Vested Options to be purchased. The aggregate exercise price of the Vested Options shall be paid in full in cash (by certified or bank check or such other instrument as the Company may accept) or may also be paid by one of the following: (i) in the form of unrestricted Common Stock already owned by the Grantee based in any such instance on the Fair Market Value of the Common Stock on the date the Vested Option is exercised; (ii) by requesting the Company to withhold from the number of shares of Common Stock otherwise issuable upon exercise of the Vested Option that number of shares having an aggregate fair market value on the date of exercise equal to the exercise price for all of the shares of Common Stock subject to such exercise; or (iii) by a combination thereof (provided in each case that adequate provision is made for withholding of applicable taxes). In the discretion of the Committee, the payment of the aggregate exercise price of the Vested Options may also be made in such other manner as may be authorized from time to time by the Committee, including without limitation (i) payment in the form of an installment note or (ii) payment made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the purchase price. No shares of Common Stock shall be issued pursuant to this Agreement until full payment therefore has been made.

7. Suspension of Exercisability. No shares shall be issuable upon the exercise of an Option unless the Company determines that the issuance complies with applicable law. Unless the shares of Common Stock subject to the 2004 Plan have been registered under the Securities Act of 1933, as amended, no shares shall be issuable upon the exercise of any Option unless the Company determines that registration is unnecessary and, at the election of the

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Company, the Grantee has represented in writing that he or she is acquiring the shares for his or her own account for investment and not with a view to, or for sale in connection with, the distribution of any of the shares. The Company may require that any certificates of shares issued upon the exercise of any Option bear a legend restricting the transfer thereof on such terms as the Company may determine, and the Company may instruct its transfer agent to “stop transfer” as to any such shares on such terms as the Company deems appropriate.

8. Exercise Following Termination of Employment for Cause. If the Grantee incurs a Termination of Employment for Cause, then all unexercised options, whether Vested Options or Unvested Options, shall terminate effective as of the date of the Grantee’s Termination of Employment.

9. Exercise Following Termination of Employment for Disability or Retirement. If the Grantee incurs a Termination of Employment by reason of his or her Disability or Retirement, then the Grantee may exercise his or her Vested Options until the earlier of (A) the second anniversary of the date of such Disability or Retirement (or such longer period as may be determined by the Committee in its discretion before the expiration of such two-year period) and (B) the expiration of such Vested Options in accordance with Paragraph 5 above.

10. Exercise Following Termination of Employment for Reasons Other Than Cause, Disability, Death or Retirement. If the Grantee incurs a Termination of Employment by reason other than for Cause, Death, Disability, or Retirement, then the Grantee may exercise his or her Vested Options until the earlier of (A) the ninetieth day following such Grantee’s Termination of Employment (or such longer period as may be determined by the Committee in its discretion before the expiration of such ninety-day period) and (B) the expiration of such Vested Options in accordance with Paragraph 5 above.

11. Exercise Following the Grantee’s Death. If the Grantee dies while in the employ of the Company or any subsidiary, any Option held by the Grantee that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the second anniversary of the date of such death (or such longer period as may be determined by the Committee in its discretion before the expiration of such two-year period) and (B) the expiration of such Vested Options in accordance with Paragraph 5 above. Notwithstanding any of the foregoing, if the Grantee dies (i) within the ninety-day period specified in Paragraph 10 above, or (ii) within the two-year period specified in Paragraph 9 above, then the Grantee’s Vested Options may be exercised until the later of (A) the earlier of (1) the first anniversary of the date of such death and (2) the expiration of such Vested Options in accordance with Paragraph 5 above and (B) the last date on which such Vested Options would have been exercisable, absent this Paragraph 11. These Vested Options may be exercised only by the Grantee’s designated beneficiary, or if no such beneficiary survives the Grantee, the person or persons entitled to the Option under the Grantee’s will or, if the Grantee shall fail to make testamentary disposition of the Option, his or her legal representative. Any transferee exercising a Vested Option must furnish the Company with (a) written notice of his or her status as transferee, (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer, and (c) written acceptance of the terms and conditions of the Option as prescribed in this Agreement.

12. Special Change in Control Post-Termination Exercise Rights. Notwithstanding any other provision in this Agreement, upon the Termination of Employment of a Grantee, other than for Cause, during the 24-month period following a Change in Control, any Option held by

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the Grantee as of the date of the Change in Control that remains outstanding as of the date of such Termination of Employment may thereafter be exercised, until the later of (i) the last date on which such Option would be exercisable in the absence of this Paragraph 12 and (ii) the earlier of (A) the third anniversary of such Change in Control and (B) expiration of the Term of such Option in accordance with Paragraph 5 above.

13. No Assignment of Benefits. Except by will or pursuant to the laws of descent and distribution, no Option under this Agreement shall be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to alienate, sell, transfer, assign, pledge, encumber, or charge any Option shall be void. No Option shall in any manner be liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person, nor shall it be subject to attachment or legal process.

14. Purchase of Options. Notwithstanding Paragraph 13 above, on or before receipt of written notice of exercise of a Vested Option, the Committee may elect to purchase all or any part of the shares of Common Stock issuable upon the exercise of that Vested Option by paying to the Grantee an amount, in cash or Common Stock, equal to the excess of the Fair Market Value of the Company’s Common Stock (on the effective date of such purchase) over the exercise price per share of the Vested Option, times the number of shares of Common Stock for which the Vested Option is then being exercised. Any purchase pursuant to this Paragraph 14 relating to Vested Options held by a Grantee who is actually or potentially subject to Section 16(b) of the 1934 Act with respect to any securities of the Company shall comply, to the extent applicable, with provisions of Rule 16b-3, including the “window period” provisions of Rule 16b-3(e).

15. Rights as Stockholder. Neither the Grantee nor any person claiming under or through the Grantee shall be, or have any of the rights or privileges of, a stockholder of the Company in respect of any shares issuable upon the exercise of an Option unless and until certificates representing such shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Grantee. Except as provided in the 2004 Plan and this Agreement, no adjustment for dividends, or otherwise, shall be made if the record date for payment of dividends is before the date of issuance of the certificate or certificates.

16. No Effect on Employment. The Company or subsidiary employing the Grantee, as the case may be, determines the terms of Grantee’s employment and neither this Agreement nor this award of Options confers on the Grantee any right with respect to continued employment, nor shall it interfere in any way with the right of the Company or subsidiary to terminate the employment of the Grantee at any time.

17. Compliance with Governmental Regulations. This Agreement, the grant and exercise of Options under this Agreement and the 2004 Plan, and the obligation of the Company to sell and deliver shares of the Common Stock upon the exercise of Options, shall be subject to and shall be administered and interpreted in order to comply with all applicable laws, rules, and regulations of governmental or other authorities as amended from time to time, including without limitation Section 16(b) of the Exchange Act and the rules and regulations promulgated thereunder, with respect to persons subject to Section 16. Further, to the extent any provision of the 2004 Plan or this Agreement, or any action by the Committee (or its designee) fails to comply with any rules promulgated pursuant to Section 16 (“Section 16 Rules”), it shall be deemed null and void to the extent required for the 2004 Plan or the Options granted under this Agreement to comply with the Section 16 Rules. Moreover, if this Agreement does not include a provision required by the Section 16 Rules to be stated herein, such provision shall be deemed automatically incorporated by reference into the Agreement insofar as may be required.

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18. Section 16. If the Grantee is required to file reports under Section 16 at any time within the six months immediately after the Date of Award, then notwithstanding any other provision of this Agreement to the contrary, the Grantee shall not, without the prior written consent of the Committee, sell or otherwise dispose of any Common Stock or other security received by the Grantee upon the exercise of any Option within six months after the Date of Award of such Option. The Company may make such provisions as the Company in its discretion deems necessary or beneficial to the enforcement of this restriction, including but not limited to (a) causing a legend or legends reflecting this restriction to be placed upon any certificate or certificates representing such Common Stock or other securities, (b) causing stop transfer orders or other restrictions to be imposed with respect to such Common Stock or other securities, or (c) requiring that the certificate or certificates representing such Common Stock or other securities be held in escrow by the Company or another party selected by the Company pending the expiration of such six month period.

19. Fractional Shares. Fractional shares shall not be issuable under this Agreement, and, when any provision of this Agreement would otherwise entitle the Grantee to purchase a fractional share, the fraction shall be disregarded.

20. Replacement Options. The Company hereby further grants the Grantee the right and option (the “Replacement Options”), if and whenever the Grantee exercises any Vested Options (including any portion of the Option granted in Paragraph 1 above or Replacement Options) granted under this Agreement, and makes payment of the exercise price of such Options by delivering shares of Common Stock held by the Grantee, to purchase the number of shares of Common Stock delivered by the Grantee in payment of the exercise price of the Options being exercised. All Replacement Options are subject to the following terms and provisions:

a. The exercise price per share upon the exercise of any Replacement Option is the Fair Market Value per share of the Common Stock as of the Date of Grant of the Replacement Option.

b. Each Replacement Option vests and is exercisable beginning on the date that is six months after the Date of Grant of that Replacement Option.

c. Each Replacement Option terminates on the same date that the Option in respect of which that Replacement Option was granted would have terminated if that Option had not been exercised.

21. Withholding Taxes. The Company may make such provision as it may deem appropriate for the withholding of any taxes the Company determines is required in connection with the grant or exercise of any Options under this Agreement. If the Company is unable to withhold such federal and state taxes, for whatever reason, the Grantee hereby agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under federal or state law. The Committee, in its discretion, may permit the Grantee to pay all or any portion of the taxes required to be withheld by the Company or paid by the Grantee in connection with the exercise of any Option under this Agreement (a) by electing to have the Company withhold shares of Common Stock due to the Grantee upon exercise having a Fair Market Value as of the date of exercise of the Options equal to the amount required to be withheld or paid, or (b) by delivering previously owned shares of Common Stock having a Fair Market Value as of the date certificates

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representing such shares are delivered to the Company equal to the amount required to be withheld or paid. If the Grantee is required to file reports under Section 16, then any election made by the Grantee to have the Company withhold shares of Common Stock due upon exercise (the “Stock Tax Withholding Election”): (a) must be made on or before the date that the amount of tax to be withheld is determined (the “Tax Date”); and (b) is subject to disapproval by the Committee and must be (i) irrevocable and made six months or more before the Tax Date, or (ii) made in a window period commencing on the third business day following the Company’s release of a quarterly or annual summary statement of sales and earnings and ending on the twelfth business day following such release, provided that the exercise of the Option with respect to which such Stock Tax Withholding Election applies also occurs during such window period, or (iii) made at such other time and in such manner as is permitted with respect to stock options granted under a plan that qualifies under Rule 16b-3 under the Securities Exchange Act of 1934.

22. Committee Authority. The Committee shall have the power to interpret the 2004 Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the 2004 Plan as are consistent therewith and to interpret or revoke any such rules. The Grantee agrees that all actions taken and all interpretation and determinations made by the Committee in good faith shall be final, conclusive, and binding upon the Grantee and shall be given the maximum deference permitted by law. Any such interpretations or determinations need not be uniform and may be made differently among persons receiving awards under the 2004 Plan. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the 2004 Plan or this Agreement.

23. Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its Secretary, at 224 Rue de Jean, Lafayette, Louisiana 70505, or at such other address as the Company may hereafter designate in writing. Any notice to be given to the Grantee shall be given to the Grantee at his or her usual work location or his or her home address as indicated in the records of the Company. Any such notice shall be deemed to have been duly given if and when enclosed in a properly sealed envelope, addressed as aforesaid, registered or certified and deposited, postage and registry fee prepaid, in a United States post office.

24. Captions. The captions provided herein are for convenience only and are not to serve as a basis for any interpretation or construction of this Agreement.

25. Severability of Agreement. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

26. Plan Governs. This agreement is subject to all the terms, conditions, and provisions of the 2004 Plan as in effect on the Date of Award, which 2004 Plan is hereby incorporated herein in its entirety. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the 2004 Plan, the provisions of the 2004 Plan shall govern. Terms used in this Agreement that are not defined in this Agreement shall have the meaning set forth in the 2004 Plan. The Grantee hereby acknowledges receipt of a copy of the 2004 Plan and agrees to be bound by the terms, conditions, and provisions thereof.

27. Amendments. Except as set forth above in Paragraph 26 above, this Agreement shall not be modified or amended except by the written consent of the parties hereto. No waiver of either party of any default under this Agreement shall be deemed a waiver of any subsequent default.

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28. Binding Agreement. Subject to the limitation on the transferability of the Option, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors, and assigns of the parties hereto.

29. Governing Law. This Agreement shall be construed under the laws of the State of Delaware.

30. Definitions.

a. “Cause” means (i) “Cause,” as that term is defined in the Employment Agreement between the Company and the Grantee or (ii) if there is no Employment Agreement between the Company and the Grantee or if it does not define Cause: (A) indictment or formal charge of the Grantee for, or plea of guilty or nolo contendere to, a felony, or a misdemeanor involving moral turpitude; provided that any indictment or formal charge of a Grantee outside the United States shall not de deemed “Cause” unless and until such foreign indictment or formal charge results in the Grantee’s conviction for such offense, (B) dishonesty in the course of fulfilling the Grantee’s employment duties, (C) willful and deliberate failure on the part of the Grantee to perform such Grantee’s employment duties in any material respect.

b. “Change in Control” means “Change of Control,” as that term is defined in the Change of Control Agreement between the Company and the Grantee, or, if the Grantee has not executed a Change of Control Agreement, the happening of any of the following events:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this definition, the following acquisitions shall not constitute a Change in Control; (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a transaction which complies with Sections 9(b)(iii)(A), 9(b)(iii)(B) and 9(b)(iii)(C) of the Plan; or

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(ii) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50.1% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

c. “Disability” means permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code, or such definition as may be substituted therefore for purposes of Section 422 of the Code, as amended from time to time.

d. “Fair Market Value” means the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange or, if not listed on such exchange, on any other national securities exchange on which the Common Stock is listed or on NASDAQ, or, in the event that the Common Stock is not quoted on any such system, the average of the closing bid prices per share of the Common Stock as furnished by a professional marketmaker making a market in

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the Common Stock designated by the Committee. If there is no regular public trading market for the Common Stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith.

e. “Retirement” shall mean a Termination of Employment with the Company or any of its subsidiaries at or after age 65; provided, however, that under no circumstances shall a Termination of Employment by the Company for Cause be considered a Retirement.

f. “Termination of Employment” means the termination of the Grantee’s employment with the Company and any subsidiary. A Grantee employed by a subsidiary shall also be deemed to incur a Termination of Employment if the subsidiary ceases to be such a subsidiary, as the case may be, and the Grantee does not immediately thereafter become an employee of the Company or another subsidiary.

IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to be executed, and the Grantee has executed this Stock Option Agreement, as of the date first above written.

OFFSHORE LOGISTICS, INC.
By:
	«Officer»
	Officer designated by the
	Compensation Committee
GRANTEE
	«FirstName»«LastName»

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EX-15

EXHIBIT 15.0

December 13, 2004

Offshore Logistics, Inc.

Lafayette, Louisiana

Re: Registration Statement No. 333-

With respect to the subject registration statement, we acknowledge our awareness of the use therein of our reports dated July 26, 2004 and October 22, 2004 related to our reviews of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such reports are not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

New Orleans, Louisiana

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors

Offshore Logistics, Inc.:

We consent to the use of our report dated May 21, 2004, with respect to the consolidated balance sheets of Offshore Logistics, Inc. as of March 31, 2004 and 2003, and the related consolidated statements of income, stockholders’ investment and cash flows for the years then ended, incorporated herein by reference.

The 2002 financial statements were audited by other auditors who have ceased operations. Our report refers to revisions to the 2002 consolidated financial statements to include the transitional disclosures required by Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, which was adopted by the Company as of April 1, 2002. However, we were not engaged to audit, review, or apply any procedures to the 2002 consolidated financial statements other than with respect to such disclosures.

/s/ KPMG LLP

New Orleans, Louisiana

December 13, 2004