TRANSITION SERVICES AGREEMENT

Exhibit 10.1

EXECUTION COPY

TRANSITION SERVICES AGREEMENT

BETWEEN

PRIDE INTERNATIONAL, INC.

(as service provider)

and

SEAHAWK DRILLING, INC.

(as service receiver)

Dated August 4, 2009

TABLE OF CONTENTS

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TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of August 4, 2009, by and between Pride International, Inc., a Delaware corporation (“Pride”), and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”).

WHEREAS, the Board of Directors of Pride has determined that it would be appropriate and desirable for Pride to distribute (the “Distribution”) on a pro rata basis to the holders of outstanding shares of common stock, par value $.01 per share, of Pride all of the outstanding shares of common stock, par value $.01 per share, of Seahawk owned by Pride;

WHEREAS, in order to effectuate the foregoing, Pride and Seahawk have entered into a Master Separation Agreement, dated as of the date hereof (the “Separation Agreement”), which provides, among other things, upon the terms and subject to the conditions thereof, for the separation of the respective businesses of Pride and Seahawk and the Distribution, and the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the foregoing; and

WHEREAS, in order to provide for an orderly transition under the Separation Agreement, it will be advisable for Pride, through members of the Pride Group, to provide to Seahawk certain services described herein for a transitional period.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1   Definitions .   As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Separation Agreement:

“Agreement” has the meaning set forth in the preamble.

“Force Majeure Event” has the meaning set forth in Section 10.1.

“Pride” has the meaning set forth in the preamble.

“Schedules” means Schedules A through G attached hereto.

“Seahawk” has the meaning set forth in the preamble.

“Separation Agreement” has the meaning set forth in the recitals.

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“Service Coordinator” has the meaning set forth in Section 2.2.

“Services” has the meaning set forth in Section 2.1(a).

“Tax” has the meaning set forth in Section 4.4.

ARTICLE II

SERVICES

Section 2.1   Services .   Upon the terms and subject to the conditions of this Agreement, Pride, acting directly and/or through its Affiliates and their respective employees, agents, contractors or independent third parties designated by any of them, agrees to use commercially reasonable efforts to provide or to cause to be provided services to the Seahawk Group as set forth in the Schedules (such services are collectively referred to herein as the “Services”).

(b)   At all times during the performance of the Services, all Persons performing such Services (including agents, temporary employees, independent third parties and consultants) shall be construed as being independent from the Seahawk Group, and such Persons shall not be considered or deemed to be employees of any member of the Seahawk Group nor entitled to any employee benefits of Seahawk as a result of this Agreement. The responsibility of such Persons is to perform the Services in accordance with this Agreement and, as necessary, to advise the applicable member of the Seahawk Group in connection therewith, and such Persons shall not be responsible for decision-making on behalf of any member of the Seahawk Group. Such Persons shall not be required to report to management of any member of the Seahawk Group nor be deemed to be under the management or direction of any member of the Seahawk Group. Seahawk acknowledges and agrees that, except as may be expressly set forth herein as a Service or otherwise expressly set forth in the Separation Agreement, an Ancillary Agreement or other binding definitive agreement, no member of the Pride Group shall be obligated to provide, or cause to be provided, any service or goods to any member of the Seahawk Group.

(c)   Pride and members of the Pride Group shall not be required to perform Services hereunder or take any actions relating thereto that conflict with or violate any applicable law, contract, license, authorization, certification or permit or Pride’s Code of Business Conduct and Ethical Practices or other governance policies, as they may be amended from time to time; provided, however, that Pride shall use reasonable efforts to avoid or remove any such conflict or violation.

Section 2.2   Service Coordinators . Each party will nominate in writing a representative to act as the primary contact with respect to the provision of the Services and the resolution of disputes under this Agreement (each such person, a “Service Coordinator”). The initial Service Coordinators shall be Fares Khaddour and William Evans (or their designated delegates) for each of Pride and Seahawk. Unless Pride and Seahawk otherwise agree in writing, Pride and Seahawk agree that all notices and communications relating to this Agreement other than those day-to-day communications and billings relating to the actual provision of the Services shall be directed to the Service Coordinators in accordance with Section 11.2 hereof. The Service Coordinators shall meet as expeditiously as possible to resolve any dispute hereunder.

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Section 2.3   Third Party Services .   Pride shall have the right to hire third party subcontractors to provide all or part of any Service hereunder; provided that Pride shall give notice to Seahawk of its intent to subcontract any portion of the Services and Seahawk shall have five days (or such lesser period set forth in the notice as may be practicable in the event of exigent circumstances) to determine, in its sole discretion, whether to permit such subcontracting or whether to cancel such Service in accordance with Article VI hereof. If Seahawk opts to cancel a Service pursuant to the immediately preceding sentence, it shall not be liable to Pride pursuant to Section 6.1 for any costs or expenses Pride or any member of the Pride Group remains obligated to pay to the third party subcontractor identified in the notice provided by Pride as described above. Pride shall not be required to give notice of its intent to subcontract Services to any party listed on Exhibit 2.3 hereto, nor shall Seahawk have any right to cancel any Service subcontracted to any such listed party.

Section 2.4   Standard of Performance; Limitation of Liability.    The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the Pride organization prior to the date of this Agreement. It is understood and agreed that Pride and the members of the Pride Group are not professional providers of the types of services included in the Services and that Pride personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder.

(b)   In the event Pride or any member of the Pride Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.4(a) or Section 2.4(c), the sole and exclusive remedy of Seahawk shall be, at Seahawk’s sole discretion, within 90 days from the date that Pride or such member of the Pride Group first fails to provide such Service, to not pay for such Service; provided that in the event Pride defaults in the manner described in clause (ii) of Article VII, Seahawk shall have the further rights set forth in Article VII.

(c)   EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.4, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, IMPLIED OR EXPRESSED, ARE MADE BY PRIDE OR ANY MEMBER OF THE PRIDE GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. SEAHAWK HEREBY EXPRESSLY WAIVES ANY RIGHT SEAHAWK OR ANY MEMBER OF THE SEAHAWK GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY PRIDE OR ANY MEMBER OF THE PRIDE GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF PRIDE OR ANY

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MEMBER OF THE PRIDE GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND PRIDE SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PRIDE OR ANY MEMBER OF THE PRIDE GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE PRIDE GROUP BE LIABLE TO THE SEAHAWK GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE SEAHAWK GROUP.

Section 2.5   Service Boundaries and Scope .   Except as provided in a Schedule for a specific Service: (a) Pride shall be required to provide, or cause to be provided, the Services only at the locations such Services are being provided by any member of the Pride Group for any member of the Seahawk Group immediately prior to the Distribution Date; and (b) the Services shall be available only for purposes of conducting the business of the Seahawk Group substantially in the manner it was conducted immediately prior to the Distribution Date. Except as provided in a Schedule for a specific Service, in providing, or causing to be provided, the Services, Pride shall not be obligated to: (i) maintain the employment of any specific employee or hire additional employees; (ii) purchase, lease or license any additional equipment (including computer equipment, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property) or software; (iii) make modifications to its existing systems or software; (iv) provide any member of the Seahawk Group with access to any systems or software other than those to which it has authorized access immediately prior to the Distribution Date; or (v) pay any costs related to the transfer or conversion of data of any member of the Seahawk Group.

Section 2.6   Cooperation .   Pride and Seahawk shall cooperate with one another and provide such further assistance as the other party may reasonably request in connection with the provision of Services hereunder.

Section 2.7   Transitional Nature of Services; Changes .   Subject to Sections 2.3 and 2.4, the parties acknowledge the transitional nature of the Services and that Pride may make changes from time to time in the manner of performing the Services.

Section 2.8   Access .   During the term of this Agreement and for so long as any Services are being provided to Seahawk by Pride, Seahawk will provide Pride and its authorized representatives reasonable access, during regular bu