BRISTOW GROUP INC. FY 2008 Annual Incentive Compensation Plan Plan Provisions May 3, 2008

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To provide selected corporate officers and managers, subsidiary Presidents, Directors and managers the opportunity to share in the improved performance of the company by achieving specific corporate and business unit financial goals, and key individual objectives.

Participants will be required to uphold and certify their performance of the Company’s legal and ethical standards as described in the Code of Business Integrity and the policies that support the Code; and shall use the Company’s statement of Core Values and the Leadership Charter as guidelines for the conduct of business and working relationships.

·	Selected Corporate Officers, Directors and Managers, and Subsidiary Presidents, Directors, and Managers may be eligible to participate in the plan.  Participants are recommended by the CEO and approved by the Compensation Committee.

·	Employees who are employed after the commencement of the Plan year will be eligible to participate in the plan on a pro-rata basis for such plan year.

·	Participants will be assigned to a specific eligibility level.  For each eligibility level an Entry, Expected and Target incentive award opportunity is defined as follows:

Eligibility Level (Salary Grades)	Entry Award Opportunity  % of Base	Expected Award Opportunity % of Base	Target Award Opportunity % of Base
E16	15.0%	100%	200%
E14-E15	11.25%	75%	150%
E11-13	7.5%	50%	100%
E9-10	6.0%	40%	80%
E7-8	4.5%	30%	60%
E4-6	3.0%	20%	40%
E3	2.25%	15%	30%
E1-2	1.5%	10%	20%

·	KPI’s are selected and weighted to give emphasis to performance for which participants have the most direct control.  KPI’s may vary among participants and may change from year to year.

·	The Compensation Committee approves the KPI’s and weights annually.

·	Participants assigned to a corporate-wide position will be assigned financial performance measures related to the corporation overall.

·	Participants assigned to a hemisphere-wide position will be assigned financial performance measures related to the hemisphere and the corporation overall.

·	Participants assigned to a specific business unit position will be assigned financial performance measures related to the business unit, the hemisphere, and the corporation overall.

·	All participants will share in the overall performance of the corporation.

·	All participants will be measured on the safety performance of the applicable business unit, hemisphere, or corporation overall.

·	Each participant will have an “individual performance” component, and will be evaluated based on specific individual objectives (scorecard) and an overall performance evaluation of their contribution to the organization.

·	Attachment I summarizes the weighting of performance measures.

·	Each participant will receive an individual Incentive Award Determination Worksheet that contains his or her specific incentive award opportunity, KPI’s, and performance goals.

·	Attachment II summarizes the KPI’s for the FY08 Incentive Plan.

The following definitions will determine the calculation of each KPI.

Capital Employed – Capital Employed is measured as of the end of each fiscal quarter. The Capital Employed used in ROCE calculations (see below) is the average of the beginning Capital Employed and the Capital Employed at each measurement date during a reward period (i.e. for FY 2008, the average of Capital Employed at March 31, June 30, September 30 and December 31, 2007 and March 31, 2008). Capital Employed for an SBU is calculated at each measurement date as the FMV of all owned aircraft employed in the SBU plus the FMV of all aircraft held for sale by the SBU plus the NBV of all non-cash working capital, land, buildings and other assets, investments and goodwill attributable to the SBU. Capital Employed for a Hemisphere or Corporate Entity is defined as the sum of the Capital Employed by the SBUs comprising that Hemisphere or Corporate Entity plus any other assets attributable to that Hemisphere or Corporate Entity.

Consolidated Corporate EPS - Fully Diluted Earning per Share, determined in accordance with generally accepted accounting principles.

Corporate EBITDA Return on Capital Employed - ROCE is defined as Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA) divided by Bristow consolidated Capital Employed for the associated period.

Business Unit EBITDA - Business Unit earnings before Interest, Taxes, Depreciation, and Amortization, exclusive of inter-company lease revenue and expense.

Business Unit EBITDA Return on Capital Employed - Business Unit ROCE is defined as Business Unit Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA) divided by the Business Unit’s Capital Employed for the plan year.

TRIR - TRIR is defined as the Bristow Group consolidated or SBU Total Recordable Incident Rate (TRIR) for the fiscal year.

LWCR Rate– LWCR Rate is defined as the number of Lost Work Case Accidents per 200,000 man hours incurred by Bristow Group or an SBU.

Air Accident Rate– Flight accident rate is defined as the number of Air Accidents per 100,000 flight hours by Bristow Group or an SBU. Air accidents are defined by the International Civil Aviation Organizations (ICAO) Annex 13 and are in compliance with the NTSB and CAA definitions.

Fatality – If during the plan year any business unit or division experiences a fatality in ground or air operations, the award for the safety performance component will be zero for all participants in that business unit or division, as well as for all the participants in that business unit or division’s organizational reporting chain up to, and including, the participants at the corporate level.

Individual Performance - Individual performance will relate specifically to the individual. Each individual participant should be evaluated on individual objectives (Scorecard) that have been defined at the beginning of the plan year and an overall performance evaluation of the individual’s contributions during the year.  The level of award for this component is at management discretion with approval of the Compensation Committee.

·	For each performance measure, goals for the Entry, Expected, and Target levels of performance will be established.

·	For FY’08 Expected Performance is set at 90% of the FY 2008 financial plan. Entry Performance is set at 80% of Expected Performance and Target Performance is set at 120% of Expected Performance.

·	Financial performance goals are based on the Board approved Corporate and Business Unit operating budgets.

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Individual objectives are determined based on the individual’s ability to directly impact the outcome and an overall assessment of the individual’s contributions.  The Compensation Committee is responsible to evaluate the individual performance of the CEO and approve the CEO’s performance assessments of all other participants.

·	The Compensation Committee reserves the right to adjust performance goals (up or down) for significant acquisitions or divestitures that were not contemplated when the performance goals were initially set.

·	The non-discretionary performance goals for FY’08 are shown in Attachment II.

·	The weighting of the safety measures is as follows:

o	Corporate participants’ safety awards are based 100% on consolidated group performance and distributed 33.33% on Total Recordable Incident Rate (TRIR); 33.3% Lost Work Case Rate (LWCR); 33.33% on Air Accident Rate (AAR).

o	Hemisphere/Division (aviation) participants’ safety awards are based 50% on consolidated group performance and 50% on their hemisphere/division performance, and distributed 33.333% TRIR; 33.33% LWCR; 33.33% AAR.

o	Business unit participants’ safety awards are based 50% on consolidated group performance and 50% on their business unit performance, and distributed 33.33% on TRIR; 33.33% on LWCR; 33.33% on AAR.

o	Grasso participant’s safety awards are based 50% on consolidated group performance and 50% on their divisions’ performance, and distributed 50% TRIR and 50% LWCR.

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Once the FY 2008 plan year has been completed, the financial performance of the corporation and each business unit will be determined.  For each financial performance measure the performance level will be determined based on the standards established at the beginning of the plan year.  Interpolation will be used between Entry and Expected and Expected and Target.

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Each participant will meet with his or her supervisor to evaluate the results achieved for each individual objective.  The performance level for the individual component will be determined between Entry and Target based on the standards established at the beginning of the plan year and management’s assessment.

·	The actual incentive award earned by each participant will be the sum of the incentive award earned for each applicable performance measure.

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Incentive Awards will be paid as soon as practical after the end of the plan year and completion and certification of the outside audit of financial results.  Awards will be made no later than 75 days after the end of the fiscal year.  A participant must be employed on the date awards are paid in order to receive an award.

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An individual will not receive his/her incentive award until they have signed a certification of performance under the Code of Business Integrity. The Company may recover the incentive award if it is found that the certification was signed with the knowledge of, or participation in, a prohibited act.