EXECUTIVE AGREEMENT

THIS EXECUTIVE AGREEMENT (the “ Agreement ”) is entered into as of the 22 nd day of September, 2009 by and between ATWOOD OCEANICS, INC ., a Texas corporation (the “ Company ”), and JOHN R. IRWIN (the “ Executive ”).

WHEREAS, the Company and the Executive have previously entered into that certain Executive Agreement dated September 18, 2002 (the “ Prior Agreement ”) and the Company and the Executive desire to terminate the Prior Agreement and to enter into this Agreement effective as of the date hereof;

WHEREAS, it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 2 below) of the Company; and

WHEREAS, it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control; and

WHEREAS, it is imperative to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.

NOW, THEREFORE, in order to accomplish these objectives, and in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree that the Prior Agreement is hereby terminated effective immediately prior to the entry into this Agreement and further agree as follows:

1.             Certain Definitions.   The following terms shall have the indicated meanings:

(a)           The “ Change of Control Date ” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control occurs.  Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the “ Change of Control Date ” shall mean the date immediately prior to the date of such termination of employment.

(b)           The “ Change of Control Period ” shall mean the period commencing on the date hereof and ending on July 31, 2011.

2.             Change of Control.   For the purposes of this Agreement, a “ Change of Control ” shall mean the occurrence of any one or more of the following:

(a)           The acquisition or formal tender offer by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the Company; (ii) any acquisition by the Company or any subsidiary of the Company; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or

(b)           The Company shall sell substantially all of its assets to another corporation which is not a wholly owned subsidiary; or

(c)           Individuals who, as of the date hereof, 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 date hereof whose election, or nomination for election by the Company’s shareholders, 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.

For the purposes of this Agreement, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) promulgated under the Exchange Act.

3.             Post-Change of Control Employment Period.   The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, in accordance with the terms and provisions of this Agreement, for the period commencing on the Change of Control Date and ending on the expiration of two years and six months thereafter (the “ Post-Change of Control Employment Period ”).

4.             Terms of Employment.   The following terms shall govern the Executive’s employment during the Post-Change of Control Employment Period:

(a)            Position and Duties .

(i)           During the Post-Change of Control Employment Period, the Executive shall be employed in a bona fide executive position with corresponding authority, duties and responsibilities, and the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office which is the headquarters of the Company and is within the Greater Houston Statistical Metropolitan Area.  Notwithstanding anything in the foregoing to the contrary, the Executive may retire from his position as Chief Executive Officer and President of the Company at the Company’s request at any time or at Executive’s volition at any time after July 31, 2010, but his employment with the Company may continue at the Company’s request and, in such event, for purposes of this Agreement, the authority, duties and responsibilities of such Executive shall mean those associated with such continued employment immediately following Executive’s retirement from his position as Chief Executive Officer and President of the Company.  During the Post-Change of Control Employment Period and in the event that the Executive retires from his position as Chief Executive Officer and President of the Company at the Company’s request and his employment with the Company is not continued, the Executive shall be entitled to receive the payments and other benefits due hereunder as if this Agreement were terminated by the Company other than for Cause.

(ii)           During the Post-Change of Control Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  During the Post-Change of Control Employment Period, it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, and manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.  It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Change of Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Change of Control Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b)            Compensation .  During the Post-Change of Control Employment Period, and prior to the termination of the Executive’s employment as described in Section 5 hereof, the Executive shall be entitled to the following items of compensation:

(i)            Base Salary .  The Executive shall receive an annual base salary (“ Annual Base Salary ”), which shall be paid in equal installments on a semi-monthly basis, at least equal to twelve times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Change of Control Date occurs.  Any discretionary increase in Annual Base Salary during the Post-Change of Control Employment Period shall not serve to limit or reduce any other obligation to

the Executive under this Agreement.  Annual Base Salary shall not be reduced after any such increase, and the term “ Annual Base Salary ” as utilized in this Agreement shall refer to Annual Base Salary as so increased.  As used in this Agreement, the term “ affiliated companies ” shall include any company controlled by, controlling or under common control with the Company.  Notwithstanding anything in the foregoing to the contrary, should the Executive retire from his position as Chief Executive Officer and President, but his employment with the Company is continued, his Annual Base Salary may be reduced to an amount commensurate with such continued employment with the Company, but may not be reduced thereafter.

(ii)            Annual Bonus .  In addition to Annual Base Salary, the Executive shall be eligible for a bonus (the “ Annual Bonus ”) on the same basis as other members of senior executive officers of the Company based upon criteria established by the Compensation and Human Resources Committee of the Board of Directors of the Company (the “ Committee ”), for each fiscal year ending during the Post-Change of Control Employment Period.  Each Annual Bonus payment shall be made to the Executive at the same time as bonuses are paid to other members of senior executive officers of the Company, but no later than two and one-half months after the end of the fiscal year for which the Annual Bonus is awarded.

(iii)            Incentive, Savings and Retirement Plans .  The Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, including without limitation, the Atwood Oceanics, Inc. 1996 Incentive Equity Plan, as amended and as may be further amended from time to time; the Amended and Restated Atwood Oceanics, Inc. 2001 Stock Incentive Plan, as may be further amended or restated from time to time; Atwood Oceanics, Inc. 2007 Long-Term Incentive Plan, as amended as may be further amended or restated from time to time; any other similar stock incentive plans adopted by the Company and approved by its shareholders from time to time; the Atwood Oceanics, Inc. 401(k) Savings Plan, as amended and as may be further amended from time to time; and subject to Section 7 hereof, the Atwood Oceanics, Inc. Retention Plan for Certain Salaried Employees, as may be amended or in place from time to time (the “ Retention Plan ”), but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the  Executive under such plans, practices, policies and programs as in effect at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

(iv)            Welfare Benefit Plans .  The Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, supplemental health, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

(v)            Executive Life Insurance Plan .  The Company shall continue to maintain the Atwood Oceanics, Inc. Executive Life Insurance Plan, with its associated Salary Continuation Agreement, as may be amended from time to time, or pay to the Executive a lump sum representing the value of all benefits under such plan.

(vi)            Indemnification Arrangements .  Those certain Indemnification Agreements entered into between the Company and certain of its Executives shall remain in full force and effect and the Executive shall remain entitled to all of the benefits and protections afforded thereby.

(vii)            Expenses .  The Executive shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii)            Vacation .  The Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 90-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

5.            Termination of Employment.

(a)            Death or Disability .  The Executive’s employment shall terminate automatically upon the Executive’s death during the Post-Change of Control Employment Period.  If the Company determines in good faith that the Disability of the Executive has occurred during the Post-Change of Control Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 13(b) hereof of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Company shall terminate

effective on the 30th day after receipt of such notice by the Executive (the “ Disability Change of Control Date ”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.  For purposes of this Agreement, “ Disability ” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

(b)            Termination by the Company for Cause .  The Company may terminate the Executive’s employment during the Post-Change of Control Employment Period for Cause.  For purposes of this Agreement, “ Cause ” shall mean (i) a material breach by the Executive of the Executive’s obligations under Section 4(a) (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Executive’s part, which is committed in bad faith