PRIDE INTERNATIONAL, INC. 1998 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT

Exhibit 10.2

Form Restricted Stock Award — Employees

PRIDE INTERNATIONAL, INC.
1998 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

     This Restricted Stock Agreement ("Agreement") between PRIDE INTERNATIONAL, INC. (the "Company") and ___ (the "Grantee"), an employee of the Company or one of its Subsidiaries, regarding an award ("Award") of ___ shares of Common Stock (as defined in the Pride International, Inc. 1998 Long-Term Incentive Plan (the "Plan"), such Common Stock comprising this Award referred to herein as "Restricted Stock") awarded to the Grantee on ___ (the "Award Date"), such number of shares subject to adjustment as provided in Section 14 of the Plan, and further subject to the following terms and conditions:

     This Award is 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 thereunder and are in effect on the date hereof. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan. In addition, the parties agree that notwithstanding any provision herein to the contrary, this Agreement shall be deemed modified by the provisions of any employment agreement between the Grantee and the Company, and vesting of this Award shall occur in the event stock options and other awards specifically vest under such employment agreement. For purposes of this Agreement:

     (a)  "Disability" means illness or other incapacity which prevents the Grantee from continuing to perform the duties of his job for a period of more than three months.

     (b)  "Employment" means employment with the Company or any of its Subsidiaries.

     (c)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (d)  "Retirement" means the Grantee’s termination of employment on or after attainment of age 65, or, if applicable to the Grantee, any earlier age specified as the Grantee’s Normal Retirement Age under the Pride International, Inc. Supplemental Executive Retirement Plan.

     (a) This Award shall vest in installments in accordance with the following schedule:

     (b) All shares of Restricted Stock subject to this Award shall vest, irrespective of the limitations set forth in subparagraph (a) above, provided that the Grantee has been in continuous Employment since the Award Date, upon the occurrence of:

  (i) a Change in Control or

  (ii) the Grantee’s termination of employment by reason of death, Disability or Retirement.

     Except as provided in any other agreement between the Grantee and the Company, if the Grantee’s employment terminates other than by reason of death, Disability or Retirement, all unvested Restricted Stock as of the termination date shall be forfeited.

     During the period of time between the Award Date and the earlier of the date the Restricted Stock vests or is forfeited (the "Restriction Period"), the Restricted Stock shall be registered in the name of the Grantee and held in escrow by the Company, and the Grantee agrees, upon the Company’s written request, to provide a stock power endorsed by the Grantee in blank. Any certificate shall bear a legend as provided by the Company, conspicuously referring to the terms, conditions and restrictions described in this Agreement. Upon termination of the Restriction Period, a certificate representing such shares shall be delivered upon written request to the Grantee as promptly as is reasonably practicable following such termination.

     The Grantee shall be permitted to make an election under Code Section 83(b), to include an amount in income in respect of the Award of Restricted Stock in accordance with the requirements of Code Section 83(b).

-2-