PRIDE INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This Pride International, Inc. Supplemental Executive Retirement Plan (the “Plan”) constitutes an amendment and restatement in its entirety of the Pride International, Inc. Supplemental Executive Retirement Plan originally effective January 1, 1996, as thereafter amended and restated effective May 18, 2004, February 17, 2005, and January 1, 2007.

1.1            Purpose .  The purpose of the Plan is to provide specified benefits to a select group of management and highly compensated employees of Pride International, Inc. (the “Company”) and its Affiliates who contribute materially to the continued growth, development and future business success of the Company.  The Plan shall be an unfunded deferred compensation arrangement.

1.2            Effective Date .  The Plan, as amended and restated herein, shall be effective as of January 1, 2009.

1.3            Definitions .  For purposes of this Plan, the following phrases or terms shall have the indicated meanings unless otherwise clearly apparent from the context or unless alternative definitions are provided in a Participation Agreement.

(a)           “Actuarial Equivalent” means a benefit of equivalent value as computed on the basis of an interest rate assumption and applicable mortality table as described in Appendix A hereto, with such appendix hereby incorporated by reference as part of the Plan, as may be amended from time to time by the Committee.

(b)           “Affiliate” means any corporation that has adopted the Plan and the shares of which are owned or controlled, directly or indirectly, by the Company representing fifty percent (50%), or more, of the voting power of the issued and outstanding capital stock of such corporation.

(c)           “Beneficiary” means the person or persons designated by a Participant to receive the benefits that are payable under the Plan upon or after the death of the Participant.

(d)           “Benefit Percentage” means the percentage provided in the applicable Participation Agreement for purposes of calculating the SERP Benefit.

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

(f)           “Cause” means “cause” within the meaning of the Participant’s employment agreement in effect with the Employer at the time of the Participant’s Separation from Service (or, if the Participant does not then have an employment agreement, the Participant’s severance agreement then in effect with the Employer).  If there is no such agreement in effect at the time of the Participant’s Separation from Service, then “Cause” shall mean:  (i) the Participant’s continued failure to perform his or her duties and responsibilities with the Company (other than any failure due to physical or mental incapacity) after a written demand for performance is delivered to him or her by the Board which specifically identifies the manner in which the Board believes he or she has not performed his or her duties; (ii) gross negligence or willful misconduct which causes injury, monetary or otherwise, to the Company or its affiliates; (iii) intentional action which causes injury, monetary or otherwise, to the Company or its affiliates and which the Participant knows would not comply with the laws of the United States or any other jurisdiction applicable to the Participant’s actions on behalf of the Company, and/or any of its subsidiaries or affiliates, including specifically, without limitation, the United States Foreign Corrupt Practices Act, generally codified in 15 USC 78 (the “FCPA”), as the FCPA may hereafter be amended, and/or its successor statutes; or (iv) material violation of any covenant not to compete that is applicable to the Participant.  For this purpose, no act or failure to act by the Participant shall be considered “willful” unless done or omitted to be done by him or her not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.

(g)           “Change in Control” shall mean a change in control within the meaning of the Participant’s employment agreement with the Employer (or, if the Participant does not have an employment agreement, the Participant’s severance agreement) as in effect at the time of the change in control event.  If there is no such agreement then in effect, then “Change in Control” shall mean (and shall be deemed to have occurred on) the date of the first to occur of any of the following:

(i)           there occurs a change in control of the Company of the nature that would be required to be reported in response to item 6(e) of Schedule 14A of Regulation 14A or Item 1 of Form 8(k) promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Plan, or if neither item remains in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 which serve similar purposes;

(ii)           any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the total voting power of the Company’s then outstanding securities;

(iii)           individuals who, as of the date hereof, constitute the members of the Board (the “Incumbent Directors”) cease for any reason other than due to death or disability to constitute at least a majority of the members of the Board, provided that any director who was nominated for election or was elected with the approval of at least a majority of the members of the Board who are at the time Incumbent Directors shall be considered an Incumbent Director unless such individual’s 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;

(iv)           the Company shall have merged into or consolidated with another corporation, or merged another corporation into the Company, on a basis whereby less than fifty percent (50%) of the total voting power of the surviving corporation is represented by shares held by former stockholders of the Company prior to such merger or consolidation;

(v)           the Company shall have sold, transferred or exchanged all, or substantially all, of its assets to another corporation or other entity or person; or

(vi)           a Merger Protection Change in Control shall have occurred.

(h)           “Change in Control Termination” means Separation from Service with the Employer (other than for Cause or death)   within the period of time, not to exceed two (2) years, following a Change in Control described in the Participant’s employment agreement in effect with the Employer at the time of the Change in Control (or, if the Participant does not then have an employment agreement, the Participant’s severance agreement then in effect), which entitles the Participant to enhanced separation payments under such agreement including, without limitation, any enhanced separation payments payable under such agreement due to a voluntary termination within the applicable window period.  If there is no such agreement then in effect, “Change in Control Termination” shall mean an involuntary Separation from Service (other than for Cause, death or Disability) (i) within two (2) years following a Change in Control which occurs other than because of a Merger Protection Change in Control or within one (1) year following a Merger Protection Change in Control, or (ii) such other definition as shall be set forth in the Participation Agreement.

(i)            “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(j)            “Committee” means the Compensation Committee of the Board.

(k)           “Company” means Pride International, Inc. and its successors.

(l)            “Disabled” or “Disability” means a condition that, under the Company’s employee benefit plan providing long-term disability benefits, entitles the Participant to receive long-term disability benefits and which satisfies the definition of disability under Section 409A.

(m)           “Early Retirement Date” means the date the Participant has both attained age 55 and completed 15 years of Service or such other date as is specified in the Participant’s Participation Agreement.

(n)           “Effective Date” means the date set forth in Section 1.2.

(o)           “Employee” means any person who is employed by the Company or an Affiliate on a regular full-time basis determined by the personnel rules and practices of the Company or Affiliate, as applicable.

(p)           “Employer” means the Company, its successors and assigns and each Affiliate that has adopted or which adopts the Plan with the approval of the Board.

(q)           “Final Annual Salary” means the Participant’s base annual salary and target award under the Company’s annual bonus plan as in effect on the Participant’s last day of active employment (if the Company has not specified a target award for such year, the most recent target award will be considered continued in effect); provided, however, in the event of a Change in Control Termination, the Final Annual Salary shall be the greater of the Final Annual Salary as calculated immediately preceding the Change in Control or the Final Annual Salary as calculated on the Participant’s last day of active employment.

(r)           “Merger Protection Change in Control” of the Company shall mean, and shall be deemed to have occurred on, the date the Company shall have merged into or consolidated with another corporation, or merged another corporation into the Company, on a basis whereby at least fifty percent (50%) but not more than sixty-six percent (66%) of the total voting power of the surviving corporation is represented by shares held by former stockholders of the Company immediately prior to such merger or consolidation.

(s)           “Minimum Normal Retirement Benefit” means the amount, if applicable, set forth in the Participant’s Participation Agreement as the minimum normal retirement benefit as described in Section 4.9(a)(ii).

(t)            “Normal Retirement Date” means the date a Participant attains age 62, or such other date as is specified in the Participant’s Participation Agreement.

(u)           “Participant” means an Employee who has satisfied and continues to satisfy the eligibility requirements to participate in the Plan, including proper execution of a Participation Agreement.

(v)           “Participation Agreement” means an agreement between an Employer and an Employee, in the form and subject to the conditions prescribed by the Committee, pursuant to which the Employee is granted the right to participate in the Plan.

(w)          “Plan” means the Pride International, Inc. Supplemental Executive Retirement Plan as set forth herein and as may be amended from time to time.

(x)           “Section 409A” means Section 409A of the Code and applicable Treasury authorities.

(y)           “Section 409A Change in Control” means a Change in Control that satisfies the requirements of a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation under Treasury Regulation § 1.409A-3(i)(5) (or any successor regulation).

(z)            “SERP Benefit” means any benefit payable or paid to a Participant, a surviving spouse or Beneficiary(ies) under the terms and conditions of this Plan.

(aa)          “Separation from Service” means a Participant’s termination of employment and “separation from service” with all Employers within the meaning of Treasury Regulation § 1.409A-1(h) (or any successor regulation).

(bb)         “Service” means, for purposes of Early Retirement Date, the period of continuous employment with the Employer(s) from the Employee’s last date of hire by an Employer.

2.1            Committee Powers .  The Committee shall have full power and authority to interpret the provisions of the Plan and may from time to time establish rules for the administration of the Plan that are not inconsistent with the provisions and purposes of the Plan.

2.2            Committee Action .  A majority of the members of the Committee shall constitute a quorum for the transaction of business.  All action taken by the Committee at a meeting shall be by the vote of a majority of those present at such meeting, but any action may be taken by the Committee without a meeting upon written consent signed by a majority of the members of the Committee.

2.3            Committee Determinations Conclusive .  All determinations of the Committee shall be final, binding and conclusive upon all persons.  The determination of the Committee as to any disputed question arising under the Plan, including questions of construction and interpretation, shall be final, binding and conclusive upon all persons.  Without limiting the generality of the foregoing, the determination of the Committee as to whether a Participant has a Separation from Service and the date thereof, or the cause to which Separation from Service is attributable, shall be final, binding and conclusive upon all persons.

2.4            Committee Liability .  No member of the Committee shall be liable for any act done or determination made in good faith.

3.1            Eligibility .  Only Employees who are approved by the Committee and who, individually and collectively, constitute a select group of management or highly compensated employees shall be eligible to participate in this Plan.

3.2            Participation .  An eligible Employee who is selected by the Committee for participation in the Plan may become a Participant by properly executing a Participation Agreement that, together with the Plan, shall govern the Participant’s rights under the Plan.  Participation in the Plan shall automatically cease upon a Participant’s Separation from Service with all Employers, except to the extent that the Participant is then eligible to receive a Normal Retirement Benefit or an Early Retirement Benefit under this Plan or otherwise has a vested right to a Plan benefit, each as described in Section 4.  The terms, conditions and provisions of a Participation Agreement may modify or provide alternative terms than those contained in the Plan.

4.1            Normal Retirement Benefit .  In the event of a Participant’s Separation from Service (including by reason of death) on or after his or her Normal Retirement Date, the Company shall pay or cause to be paid to the Participant a benefit in the form and at the time as provided in Section 4.9 hereof, subject to any applicable vesting schedule set forth in the Participation Agreement; provided, however, that in the event (a) the Company does not pay or (b) the Company and the Employer who employed the Participant agree that the Employer will pay, then the Employer who employed the Participant shall pay such benefit to the Participant.

4.2            Early Retirement Benefit .

(a)            Benefit.   In the event of a Participant’s Separation from Service (including by reason of death) on or after his or her Early Retirement Date but prior to his or her Normal Retirement Date, the Company shall pay or cause to be paid to the Participant a benefit at the time as provided in Section 4.9 hereof, with such benefit determined by application of the Applicable Reduction Factor set forth in Section 4.8 and   subject to any applicable vesting schedule set forth in the Participation Agreement; provided, however, that in the event (a) the Company does not pay or (b) the Company and the Employer who employed the Participant agree that the Employer will pay, then the Employer who employed the Participant shall pay such benefit to the Participant.

(b)            Involuntary Termination.   Except as otherwise set forth in a Participation Agreement, if a Participant is terminated prior to his or her Normal Retirement Date by the Company involuntarily and not due to Cause, (i) three years shall be added to the Participant’s age and Service for purposes of determining whether the Participant has reached his or her “Early Retirement Date”, and (ii) three years shall be added to the Participant’s age for purposes of determining the Applicable Reduction Factor set forth in Section 4.8.

4.3            Other Terminations of Employment .  Except as otherwise provided herein, if a Participant has a Separation from Service prior to the Participant’s Normal or Early Retirement Date for any reason other than a Change in Control Termination, death, Disability or termination for Cause, the right of the Participant to a Plan benefit in the form and at the time as provided in Section 4.9 hereof, if any, shall be determined based on the terms and conditions of his or her Participation Agreement, and in accordance with the vesting schedule set forth in that agree