CHANGE IN CONTROL/NON-COMPETITION/CONFIDENTIALITY AGREEMENT

I.

PRIOR AGREEMENTS/CONTRACTS

1.01

PRIOR AGREEMENTS. Employee represents and warrants to the Company that (i) he has no continuing non-competition agreements with any prior employers that have not been disclosed in writing to the Company and (ii) neither the execution of the Agreement by Employee or the performance by Employee of his obligations under the Agreement will result in a violation or breach of, or constitute a default under the provisions of any contract, agreement or other instrument to which Employee is or was a party.

II.

DEFINITION OF TERMS

Words used in the Agreement in the singular shall include the plural and in the plural the singular, and the gender of words used shall be construed to include whichever may be appropriate under any particular circumstances of the masculine, feminine or neuter genders.

2.01

BASE SALARY. The term "Base Salary" shall mean, on the date of determination, twelve (12) times the then current monthly salary in effect for Employee (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding the date of his termination from employment with the Company).

2.02

CAUSE. The term "Cause" shall mean (i) Employee’s failure to perform his duties and responsibilities with the Company (other than any failure due to physical or mental incapacity) after a demand for performance is delivered to him

by the Company which specifically identifies the manner in which the Company believes he has not performed his duties, (ii) misconduct which causes material injury, monetary or otherwise, to the Company or its affiliates, (iii) violation of any Company policy applicable at the time of the events, acts or omissions at issue, or (iv) intentional action which Employee knows would not comply with the laws of the United States or any other jurisdiction applicable to Employee’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.

2.03

CHANGE IN CONTROL. The term "Change in Control" of the Company shall mean, and shall be deemed to have occurred on the date of the first to occur of any of the following:

a.

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 the Agreement, 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;

b.

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;

c.

the individuals who were members of the Board of Directors of the Company (the "Board") immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board following such election;

d.

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 shareholders of the Company prior to such merger or consolidation;

e.

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

f.

a Limited Change in Control (as hereinafter defined) shall have occurred.

2.04

COMPANY. The term "Company" means Pride International, Inc., a Delaware corporation, as the same presently exists, as well as any and all successors,

regardless of the nature of the entity or the state or nation of organization, whether by reorganization, merger, consolidation, absorption or dissolution. For the purpose of the Agreement, Company includes all subsidiaries and affiliates of the Company to the extent such subsidiary and/or affiliate is carrying on any portion of the business of the Company or a business similar to that being conducted by the Company.

2.05

CUSTOMER. The term "Customer" includes all persons, firms or entities that are purchasers or end-users of services or products offered, provided, developed, designed, sold or leased by the Company during the relevant time periods, and all persons, firms or entities which control, or which are controlled by, the same person, firm or entity which controls such purchase.

2.06

EMPLOYMENT DATE. The Employee’s initial date of active employment, which shall be December 18, 2006.

2.07

LIMITED CHANGE IN CONTROL. The term "Limited 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 eighty percent (80%) of the total voting power of the surviving corporation is represented by shares held by former shareholders of the Company immediately prior to such merger or consolidation.

2.08

TARGET BONUS. The term "Target Bonus" shall mean Employee’s target bonus under the Company’s annual bonus plan for the fiscal year in which Termination occurs or, if the Company has not specified a target bonus for such year, fifty percent (50%) of the maximum percentage of Employee’s Base Salary Employee may be entitled to under the Company’s annual bonus plan in such year.

2.09

TERMINATION. The term "Termination" shall mean a termination of Employee’s employment with the Company for any reason other than Cause or Voluntary Resignation which takes place (i) within two (2) years following the date of a Change in Control which occurs for any reason other than a Limited Change in Control or (ii) within one (1) year following the date of a Limited Change in Control.

2.10

VOLUNTARY RESIGNATION. The term "Voluntary Resignation" means termination of employment with the Company by Employee for any reason other than one or more of the following events:

a.

Employee’s resignation or retirement is requested by the Company other than for Cause;

b.

Any reduction in Employee’s Base Salary from that in effect immediately prior to the Change in Control;

c.

A significant and material diminution in Employee’s duties and responsibilities occurring after a Change in Control which would degrade, embarrass or otherwise make it unreasonable for Employee to remain in the employment of the Company; or

d.

Any requirement following the Change in Control that Employee relocate more than 50 miles from downtown Houston, Texas.

III.

CHANGE IN CONTROL

3.01

CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event of Employee’s Termination, the Company shall, in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors ("Release"), pay or provide to Employee the payments and benefits specified in this Section 3.01 within thirty (30) days following the Effective Waiver Date (as defined below), subject to the provisions of Section 5.04 and provided that the payments will be made as soon as reasonably practical to his Executor, Administrator or Estate in the event of Employee’s death. The date that is seven days after Employee’s execution of the Waiver and Release shall be the "Effective Waiver Date."

a.

An amount equal to two (2) times the sum of (i) his Base Salary and (ii) his Target Bonus.

b.

An amount equal to a prorated portion of the Target Bonus based on the number of full months of employment completed within the year of Termination.

c.

The Company shall provide to Employee, Employee’s spouse and Employee’s eligible dependents for a period of two (2) full years following the date of Employee’s Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished during the term of the Agreement at a cost to the Employee as if he had remained a full time employee. If Employee dies during such term, health insurance coverage will be provided to Employee’s spouse and eligible dependents until the date that is two (2) years after the date of Employee’s Termination.

d.

The Company’s obligation under this Section to continue to pay or provide health care, life, accident and disability insurance to Employee, Employee’s spouse and Employee’s dependents shall be reduced when and to the extent any such benefits are paid or provided to Employee by another employer; provided, however, that Employee shall have all rights, if any, afforded to retirees to convert group life insurance coverage to the individual life insurance coverage as to the extent of, and whenever his group life insurance coverage under this Section is reduced or expires.

Apart from this subparagraph, Employee shall have and be subject to no obligation to mitigate.

e.

The Company shall deduct applicable withholding taxes in performing its obligations under this Section.

A sample form of Release is attached as Exhibit A. Employee acknowledges that the Company retains the right to modify the required form of the Release as the Company deems necessary in order to effectuate a full and complete release of claims against the Company, its affiliates, officers and directors and to delay payment until timely execution of the Release without revocation.

Nothing in this Section is intended, nor shall be deemed or interpreted, to be an amendment to any compensation, benefit or other plan of the Company. To the extent the Company’s performance under this Section includes the performance of the Company’s obligations to Employee under any other plan or under another agreement between the Company and Employee, the rights of Employee under such other plan or other agreement, which are discharged under the Agreement, are discharged, surrendered, or released pro tanto.

3.02

This Agreement is no guarantee of continued employment and Employee remains an "at will" employee hereunder.

IV.

NON COMPETITION AND PROTECTION OF CONFIDENTIAL INFORMATION

4.01

CONSIDERATION. Company promises to provide Employee with the Company’s trade secrets and other confidential information, along with personal contacts, that are of critical importance in securing and maintaining business prospects, in retaining the accounts and goodwill of present Customers and protecting the business of the Company.

a.

Employee, therefore, agrees that in exchange for the Company’s promise to provide trade secrets and other confidential information, Employee agrees to the non-competition and confidentiality obligations and covenants outlined in this Article IV and that absent his agreement to these obligations and covenants, the Company will not now provide and will not continue to provide him with trade secrets and other confidential information.

b.

In addition to the consideration described in Section 4.01(a), the parties agree that (i) fifteen percent (15%) of Employee’s base salary and bonus, if any, paid and to be paid to Employee and (ii) one hundred percent (100%) of the payments and benefits, including Employee’s right to receive the same, under Section 3.01 shall constitute additional consideration for the non-competition and confidentiality agreements set forth herein.

4.02

NON-COMPETITION. In exchange for the consideration described above in Section 4.01, Employee agrees that during his employment with the Company and for a period of one (1) year after he is no longer employed by the Company (unless he has a right to payments and benefits under Article III as a result of a Termination, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise:

a.

work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas wells within the geographical area described below and (ii) actually competes with the Company; or

b.

provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within two (2) years preceding Employee’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the two (2) year preceding such termination from whom the Company had solicited business during such two (2) years; or

c.

solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or

d.

directly or indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a