PRIDE INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AMENDED PARTICIPATION AGREEMENT

Exhibit 10.11

PRIDE INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AMENDED
PARTICIPATION AGREEMENT

     THIS AMENDED PARTICIPATION AGREEMENT (this “Amended Participation Agreement”), entered into effective as of January 28, 2005 (the “Effective Date”) and thereafter amended effective as of December 31, 2008, by and between Pride International, Inc. (the “Company”), and Lonnie D. Bane (the “Executive”);

WITNESSETH:

     WHEREAS, the Company has established the Pride International, Inc. Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2009 (the “Plan”), to generally assist the Company and its Affiliates in retaining, attracting and providing a retirement benefit to certain selected salaried officers and other key management employees; and

     WHEREAS, the Company and the Executive have entered into an amended and restated employment agreement, effective as of December 31, 2008 (the “Employment Agreement”); and

     WHEREAS, the Committee has selected the Executive for participation in the Plan as more fully described herein; and

     WHEREAS, the Company and the Executive previously entered into a participation agreement under the Plan and desire to enter into this Amended Participation Agreement and to supersede any prior agreements or understandings in their entirety; and

     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the Company and the Executive agree to the form of this Amended Participation Agreement as follows:

     1.  Reference to Plan . Terms not otherwise defined herein shall have the same meaning as ascribed thereto in the Plan. This Amended Participation Agreement is being entered into in accordance with and subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee and are still in effect on the date hereof. The Executive acknowledges he has received a copy of, and is familiar with the terms of, the Plan which are hereby incorporated herein by reference.

     2.  Benefit Percentage . As of the Effective Date and subject to the forfeiture and vesting requirements of the Plan as supplemented by this Amended Participation Agreement, the Executive is a Participant in the Plan and is entitled to a SERP Benefit equal to 50% of Final Annual Salary, as described in Section 4 of the Plan, subject to the applicable reduction factor as set forth in Section 4.8 of the Plan for payments provided before Executive’s Normal Retirement Date.

     3.  Vesting . The Executive’s contingent right to receive the SERP Benefit shall vest on the dates and in the percentages as set forth below; provided, however, that in the event of the Executive’s “Termination” (as defined in the Employment Agreement) the benefits payable under the Plan shall be fully vested:

Except for the amount of the benefit payable being reduced to the applicable Percentage Vested set forth above, any benefit payable under this paragraph 3 shall be payable on all of the same terms and conditions, including timing, set forth in the Plan for a Early or Normal Retirement Benefit, as applicable.

     4.  Early Retirement . In the event that the Executive terminates employment after attaining age 55, the Executive shall be deemed to have met the Service requirement for purposes of determining eligibility for an Early Retirement Benefit as provided in Section 4.2 of the Plan.

     5.  Change in Control . In the event the Participant has a Change in Control Termination, the Executive’s benefit (i) shall be fully vested as of the date of the Change in Control Termination, (ii) shall be paid at the time provided in Section 4.4(b) or Section 4.4(c) of the Plan, as applicable, and (iii) notwithstanding the provisions of Sections 4.4(b), 4.4(c) and 4.4(d) of the Plan to the contrary, the amount of the lump sum payment provided under Section 4.4(d) of the Plan, as applicable, shall be equal to the Executive’s Final Annual Salary multiplied by ten. To the extent the Executive is entitled to a supplemental payment (a “gross up payment”) to be made pursuant to the Employment Agreement to the Executive as necessary to offset or mitigate the impact of the golden parachute excise tax on the Executive, such provision shall control with respect to any benefit paid to the Executive pursuant to Section 4.4 of the Plan.

     6.  Minimum Norm