Retention Agreement

November 6, 2007

Fellow Members,

Last month Company management approached the Union Executive Board to discuss what they believed would help alleviate the pilot retention problem.

The Executive Board reviewed the Company’s plan and found it deficient in several areas. The E-Board took three days to rewrite the Company proposal, after which we presented it to the Company in the form of a power point presentation. Two weeks later the Company returned a counter proposal to the E-Board. Again, we took three days to review it and unanimously decided to accept it.

That plan is as follows:

1) Amend the pilot pay scale; effective Oct. 29, 2007, an increase of $1500 per year will be added to the current pilot pay scale for each year level. The April 4^th, 2008 pilot pay scale will also be increased by $1500 for each year level. (note: this increase is to the published pay scale)

2) Effective November 6^th 2007: The offshore job classification will be eliminated.

4) Article 26. Section1.B. Pilots Assigned Offshore-is deleted, (per diem). Any pilot holding a bid job classified as offshore on Nov. 6, 2007 shall be grandfathered to receive per diem in accordance with Art. 26. Sec1.B. for up to 90 days or until he bids off that job, whichever comes first.

5) Effective Nov. 1, 2007, the company will implement a flight hour bonus program. All pilots flying in excess of thirty-five hours per calendar month will receive $6 per flight for all hours over thirty-five (35).

6) Art. 21. Sec.3. Will be modified by amending the last sentence to read, “In no event shall pay for new hire pilots exceed the base salary for pilots in their first year of service, unless the new pilot is hired under this PFE program.

7) The company may offer new hire pilots up to the five-year level pay scale for previous flying experience as listed in the terms below.

8) The company will review all active pilots hired in the last 5 years (seniority date Nov. 1, 2002 to current) and adjust each individual’s pay level to be commensurate with the formula below:

One-year level of pay for every year of offshore experience not to exceed starting salary for the five-year pay level. Documentation required.

One-year level of pay for every 1000 hours of helicopter flight time beyond 1500 hours in a non-offshore environment not to exceed starting salary for the five year

Any combination of the above experience levels is acceptable as long as the starting salary does not exceed the starting salary for the five-year level.

9) No active pilot will have his current pay level and any newly recognized category

The Executive Board made a unanimous decision to accept the Company proposal without sending it to the general membership for a vote. We do did so for the following reasons:

1) Every member of the Executive Board concluded that this proposal was in the best interest of our membership and we agreed unanimously to accept it without a vote.

2) The impact of the plan is immediate. It benefits all Pilots, but especially a large group who need it the most.

3) It puts the plan in place prior to negotiations, laying the foundation for future improvements.

We appreciate the Company coming to the Executive Board to do this the way it is supposed to be done, working in partnership to improve the wages and benefits of our Pilots. This is a good example of our maturing relationship, working together with respect and professionalism.