PRIDE INTERNATIONAL, INC. AMENDED AND RESTATED EMPLOYMENT/ NON-COMPETITION/CONFIDENTIALITY AGREEMENT RODNEY W. EADS

DATE:

The date of execution set forth below.

COMPANY/EMPLOYER:

Pride International, Inc.,

a Delaware corporation

5847 San Felipe, Suite 3300

Houston, Texas 77057

EMPLOYEE:

Rodney W. Eads

I.

PRIOR AGREEMENTS/CONTRACTS

As of the Effective Date, the Prior Agreement is hereby amended, modified and superseded by this Agreement insofar as future employment, compensation, non-competition, confidentiality, accrual of payments or any form of compensation or benefits from the Company are concerned. This Agreement does not release or relieve the Company from its liability or obligation with respect to any compensation, payments or benefits already accrued to Employee for service prior to the Effective Date, nor to any vesting of benefits or other rights which are attributable to length of employment, seniority or other such matters. This Agreement does not relieve Employee of any prior non-competition or confidentiality obligations and agreements and the same are hereby modified and amended as to future matters and future confidentiality even as to matters accruing prior to the Effective Date hereof.

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

CAUSE. The term "Cause" means: (i) Employee’s continued failure to perform his duties and responsibilities with the Company (other than any failure due to physical or mental incapacity) after a written demand for performance that is not unreasonable under industry standards is delivered to him by the Board which specifically identifies the manner in which the Board believes he has not performed his duties, (ii) gross negligence or willful misconduct which causes material injury, monetary or otherwise, to the Company or its affiliates, (iii) intentional action, materially and demonstrably injurious to the Company, 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, or (iv) violation of one or more of the covenants in Article V (except violation of the covenant not to compete after termination of employment after Change in Control as discussed herein). No act or failure to act by Employee shall be considered "willful" unless done or omitted to be done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. The unwillingness of Employee to accept, under circumstances that give rise to Constructive Termination, any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, or other action by or at request of the Company in respect of his position, authority, or responsibility that is contrary to this Agreement, may not be considered by the Board to be a failure to perform or misconduct by Employee. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause for purposes of the Agreement unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-fourths of the entire Board at a meeting of the Board called and held (after a notice to Employee identifying in reasonable detail the manner in which Company believes Cause exists and an opportunity for Employee and his counsel to prepare for and to be heard before the Board) for the purpose of considering whether Employee has been guilty of such a willful failure to perform or such willful misconduct as justifies termination for Cause hereunder, finding that, in the good faith opinion of the Board, Employee has been guilty thereof and specifying the particulars thereof.

2.02

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 5.01 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.

individuals who, as of the date hereof, constitute the members of the Board of Directors of the Company (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 of Directors of the Company (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;

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 stockholders 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 Merger Protection Change in Control (as hereinafter defined) shall have occurred.

2.03

CHANGE IN CONTROL TERMINATION. The term "Change in Control Termination" shall mean a Termination (i) within two (2) years following the date of a Change in Control which occurs for any reason other than a Merger Protection Change in Control or (ii) within one (1) year following the date of a Merger Protection Change in Control.

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 and assigns, 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

CONSTRUCTIVE TERMINATION. The term "Constructive Termination" means termination of employment by reason of Employee’s resignation for any one or more of the following events:

a.

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

b.

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

c.

Any (i) reduction in Employee’s total base salary, or (ii) reduction in Employee’s bonus target award level specified in Section 3.04(b), or (iii) material reduction in Employee’s benefits other than equity or long-term incentive awards or actual bonus award payouts, in all cases from the levels then in effect immediately prior to such reduction, unless such a reduction under (i), (ii) or (iii) is generally applicable to all similarly situated executives of the Company;

d.

The material breach by the Company of any other provision of the Agreement;

e.

Any requirement of the Company that Employee relocate more than 75 miles from downtown Houston, Texas; or

f.

Notice by the Company of non-renewal of the Agreement contrary to the wishes of Employee, if such non-renewal would be effective prior to the expiration of the Employment Period during which Employee attains age 65.

Notwithstanding any provision to the contrary, in order for Employee’s resignation to be deemed a Constructive Termination, (A) Employee must provide a written notice to the Company that Employee intends to terminate his employment with the Company within 60 days following the occurrence of the event that Employee claims constitutes a Constructive Termination; (B) the written notice must describe the event constituting the Constructive Termination in reasonable detail and (C) within 30 days after receiving such notice from Employee, the Company must fail to reinstate Employee to the position he was in, or otherwise cure the circumstances giving rise to the Constructive Termination.

2.06

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.

2.07

DISABILITY. The term "Disability" means physical or mental incapacity qualifying Employee for a long-term disability under the Company’s long-term disability plan. If no such plan exists on the date on which a relevant determination is being made, the term "Disability" means physical or mental incapacity as determined by a doctor jointly selected by Employee (or Employee’s representative legally authorized to act on Employee’s behalf) and the Board qualifying Employee for long-term disability under reasonable employment standards.

2.08

EFFECTIVE DATE. The Agreement becomes effective and binding as of December 31, 2008.

2.09

MAXIMUM BONUS. The term "Maximum Bonus" shall mean the maximum amount of compensation Employee may earn under the Company’s annual bonus incentive plan for the fiscal year in which the Termination occurs, or if the Company has not specified a maximum amount for such year, for the last year in which the Company had specified such a maximum amount; provided, however, that in no event shall "Maximum Bonus" mean an amount less than two (2) times Target Bonus.

2.10

MERGER PROTECTION CHANGE IN CONTROL. The term "Merger Protection Change in Control" 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.

2.11

TARGET BONUS. The term "Target Bonus" shall mean Employee’s target bonus under the Company’s annual bonus incentive plan for the fiscal year in which Termination occurs or, if the Company has not specified a target bonus for such year, for the last year in which the Company had specified such a target bonus.

2.12

TERMINATION. The term "Termination" shall mean termination of the employment of Employee with the Company (including Disability and Constructive Termination) for any reason other than (i) Cause, (ii) Voluntary Resignation, or (iii) death. Termination includes termination at the end of any "Employment Period" due to non-renewal or failure to extend this Agreement for any reason except for Cause or because Employee has reached age 65 prior to the end of the Employment Period. Notwithstanding any provision hereof to the contrary, the Company shall have the right to terminate Employee’s employment at any time during the Employment Period (including any extended term), and the Company has no obligation to deliver advance notice of termination of employment, except such notice as is otherwise required for a termination for Cause under Section 2.01.

2.13

VOLUNTARY RESIGNATION. The term "Voluntary Resignation" means termination of employment with the Company by Employee for any reason other than death, Disability or a Constructive Termination.

III.

EMPLOYMENT

3.01

EMPLOYMENT. Except as otherwise provided in the Agreement, the Company hereby agrees to continue Employee in its employ, and Employee hereby agrees to remain in the employ of the Company, for the Employment Period. During the Employment Period, Employee shall exercise such position and authority and perform such responsibilities as are commensurate with the position to which he is assigned and as directed by his supervisor. The office, position and title which Employee is currently assigned is that of Executive Vice President and Chief Operating Officer of the Company. Employee and the Company agree that the Company may re-assign Employee to another office, position and/or title, subject to Employee’s rights under Section 2.05 of the Agreement.

3.02

BEST EFFORTS AND OTHER EMPLOYMENT OBLIGATIONS OF EMPLOYEE; BUSINESS EXPENSES AND OFFICE AND OTHER SERVICES.

a.

During the Employment Period, Employee agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms hereof, to the reasonable satisfaction of the Company.

b.

During the Employment Period, Employee shall devote his normal and regular business time, attention and skill to the business and interests of the Company, and the Company shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Employee performed for the Company. Such employment shall be considered "full time" employment. Employee shall also have the right to devote such incidental and immaterial amounts of his time which are not required for the full and faithful performance of his duties hereunder to any outside activities and businesses which are not being engaged in by the Company and which shall not otherwise interfere with the performance of his duties hereunder. Notwithstanding the foregoing, it shall not be a violation of the Agreement for Employee to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities hereunder. Employee shall have the right to make investments in any business provided such investment does not result in a violation of Article V of the Agreement.

c.

Employee acknowledges and agrees that, in connection with his employment relationship with the Company, Employee owes a fiduciary duty to the Company. In keeping with these duties, Employee shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.

d.

During and after the Employment Period, Employee agrees not to make any disparaging comments about the Company, any affiliates, or any current or former officer, director or employee of the Company or any affiliate or to take any action (or assist any person in taking any other action), in each case, that is materially adverse to the interests of the Company or any affiliate or inconsistent with fostering the goodwill of the Company and its affiliates; provided, however, that nothing in the Agreement shall apply to or restrict in any way the communication of information by Employee to any state or federal law enforcement agency or require notice to the Company thereof, and Employee will not be in breach of the covenant contained above solely by reason of his testimony which is compelled by process of law. During and after the Employment Period, the Company and its affiliates, officers and directors agree to refrain from any disparaging comments about Employee; provided, however, that nothing in the Agreement shall apply to or restrict in any way the communication of information by the Company and its affiliates, officers and directors to any state or federal law enforcement agency or require notice to Employee thereof, and the Company and its affiliates, officers and directors will not be in breach of the covenant contained above solely by reason of testimony which is compelled by process of law. Nothing in this Section, express or implied, is intended to or shall confer upon any person other than Employee, the Company or any subsidiary or affiliate of the Company any right benefit or remedy of any nature whatsoever under or by reason of this Agreement.

e.

During the Employment Period, Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Employee in accordance with the most favorable policies, practices and procedures of the Company as in effect from time to time. Such reimbursement shall be made subject to the terms and conditions of the Company’s policy on the earlier of (i) the date specified in the Company’s policy or (ii) to the extent the reimbursement is taxable and subject to Section 409A (as defined in Section 6.04), no later than December 31 of the calendar year next following the calendar year in which the expense was incurred.

f.

During the Employment Period, the Company shall furnish Employee with office space, secretarial assistance and such other facilities and services as shall be suitable to Employee’s position and adequate for the performance of Employee’s duties hereunder.

3.03

TERM AND EMPLOYMENT PERIOD. The period of Employee’s employment with the Company (the "Employment Period") that commenced in accordance with the terms of the Prior Agreement will end on the date of Employee’s termination of employment. The term of this Agreement shall commence on the Effective Date and end at 12:00 o’clock midnight on September 18, 2009; thereafter, the term of the Agreement will be automatically extended for successive terms of one (1) year commencing on September 18th of each year; unless the Company or Employee gives written notice to the other that the Agreement will not be renewed or continued after the next scheduled expiration date which is not less than one (1) year after the date that the notice of non-renewal was given. Notwithstanding the above, this Agreement will automatically expire at the end of the term during which Employee attains age 65. Immediately upon termination of employment with the Company, Employee agrees to resign from all officer and director positions held with the Company and its affiliates.

3.04

COMPENSATION AND BENEFITS. During the Employment Period Employee shall receive the following compensation and benefits:

a.

The Company shall pay or cause to be paid to Employee an annual base salary of not less than the amount in effect as of the Effective Date, with the opportunity for increases, from time to time thereafter, which are in accordance with the Company’s regular executive compensation practices (such salary, as in effect from time to time, the "Annual Base Salary"). The Board will review the Annual Base Salary at least annually. The Annual Base Salary may be reduced only if the Annual Base Salary of the Chief Executive Officer of the Company is reduced by a proportionate percentage.

b.

Employee will be eligible to participate on a reasonable basis, subject to the Company’s discretion as to the level of actual awards, in annual bonus, stock option, equity and incentive compensation plans which provide opportunities to receive compensation in addition to his Annual Base Salary. Employee will be eligible to participate in the Company’s annual bonus incentive plan at a target award level of not less than 75% of Annual Base Salary. Employee will be entitled to participate in employee welfare and qualified plans (including, but not limited to, medical, life, health, accident and disability insurance and disability benefits) and to receive perquisites which are offered by the Company in its exclusive discretion. The Company agrees that during and after the term of this Agreement, the provisions of any equity award between Employee and the Company, whether outstanding at the Effective Date or subsequently awarded, shall be deemed modified by the express provisions of this Agreement pertaining to equity awards including, but not limited to, for purposes of determining whether a stock option award is forfeited due to "serious misconduct," serious misconduct shall be determined in accordance with the standards and definition of "Cause" as defined herein.

c.

Employee will receive paid vacation days each year to the same extent as provided to executives with comparable duties, in accordance with Company policy and practices.

d.

The Company shall pay or cause to be paid to Employee a monthly automobile allowance in an amount not less than $750.00.

3.05

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee’s employment at any time during the Employment Period. In the event of a Termination that does not otherwise entitle Employee to payments and benefits under Article IV, the Company shall, sixty (60) days following such Termination, or at such other time(s) specified in this Section 3.05 or Section 6.04, and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors ("Release"), pay or provide (or cause to be paid or provided) to Employee (or his designee or estate, as determined under Section 6.10, in the event of death after Termination and prior to satisfaction of the Company’s obligations in this Section 3.05):

a.

An amount equal to two (2) full years of his base salary, which base salary is here defined as the greater of (i) twelve (12) times the gross monthly salary in effect for Employee immediately preceding his date of Termination or (ii) the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination. Upon payment of this amount, there shall be deducted only such minimum amounts as may be required by law to be withheld for taxes and other applicable deductions.

b.

The Company shall provide to Employee for a period of two (2) full years following the date of his Termination, health care, life, accident and disability insurance which are not less than the highest benefits furnished to Employee during the term of the Agreement at a cost to Employee as if he had remained a full time employee. If Section 6.04a. applies to the provision of any of the insurance described in this Section 3.05b., then Employee shall pay the cost of such insurance premiums in the amount and for the period of time proscribed by the application of Section 6.04a., subject to reimbursement by the Company as described therein

c.

An amount equal to the sum of (i) two (2) times the Target Bonus, plus (ii) if Employee experiences a Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s annual bonus incentive plan for the year immediately preceding the year in which Employee’s Termination occurs, an amount, subject to the Company’s discretion as set forth under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, equal to the amount Employee would have earned if Employee had remained employed with the Company until the date such awards would otherwise have been paid, plus (iii) a pro-rata portion of the award for the year in which Termination occurs, if any, earned by the achievement of performance goals set under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan; provided, however, that if Employee has timely deferred his applicable award under a Company plan, such payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral.

d.

The "Compensation and Benefits" Section hereof shall be applicable in determining the payments and benefits due Employee under this Section and if Termination occurs after a reduction in all or part of Employee’s total compensation or benefits, the lump sum severance allowance and other compensation and benefits payable to him pursuant to this Section shall be based upon his compensation and benefits before the reduction.

e.

All life, health, hospitalization, medical and accident benefits available to Employee’s spouse and dependents shall continue for the same term as Employee’s benefits. If Employee dies after Termination, any such benefits will continue for a term of two (2) years (or three (3) years if Article IV applies) after the date of death of Employee. If Section 6.04a. applies to the provision of any of the insurance coverage described in this Section 3.05e., then Employee shall pay the cost of such insurance premiums in the amount and for the period of time proscribed by the application of Section 6.04a. and subject to reimbursement by the Company described therein.

f.

The Company’s obligation under this Section 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.

g.

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. Notwithstanding any provision herein to the contrary, if Employee has not delivered to the Company an executed Release on or before the fiftieth (50th) day after the date of Termination, Employee shall forfeit all of the payments and benefits described in this Section 3.05, other than the benefit, if any, described in Section 3.05c.(ii), subject to Employee’s rights under Section 6.01b.; provided, however, that Employee shall not forfeit such amounts if the Company has not delivered to Employee the required form of Release on or before the 25th day following the date of Termination.

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. In the event of Employee’s Termination without a Change in Control, Employee is entitled only to the termination payments and benefits described in this Section 3.05 pursuant to this Agreement, without limiting rights, if any, under any other plan or arrangement. 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 .

IV.

CHANGE IN CONTROL

4.01

EXTENSION OF EMPLOYMENT PERIOD. The Employment Period and term of this Agreement shall be immediately and without further action extended for a term of two (2) years following the effective date of the Change in Control and will expire at 12:00 o’clock midnight on the last day of the month following two (2) years after the Change in Control; provided, however, that if the Change in Control is solely on account of a Merger Protection Change in Control, the Employment Period and term of this Agreement shall be extended for one (1) year following the effective date of the Merger Protection Change in Control. Thereafter, the Employment Period and term of this Agreement will be extended for successive terms of one (1) year each, unless terminated, all in the manner specified in Section 3.03.

4.02

CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee has a Change in Control Termination, the Company shall pay or provide (or cause to be paid or provided) to Employee all of the payments and benefits specified in Section 3.05 (the "Termination Without Change in Control" Section) at the same time and in the same manner therein specified except as amended and modified below:

a.

The salary and benefits specified in Section 3.05a. will be paid based upon a multiple of three (3) years (instead of two (2) years).

b.

Life, health, accident and disability insurance specified in Section 3.05b. will be provided until (i) Employee becomes reemployed