EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY AGREEMENT

          This Employment/Non-Competition/Confidentiality Agreement by and between Pride International, Inc. (the Company and as further defined below) and David A. Bourgeois (Employee) dated as of the date set forth on the signature page below (the Agreement), but effective as of the date set forth in Section 2.04 below, is made on the terms as herein provided.

PREAMBLE

          WHEREAS, the Company wishes to attract and retain well-qualified employees and key personnel and to assure itself of the continuity of its management;

          WHEREAS, the Company recognizes that Employee is a valuable resource of the Company, and the Company desires to be assured of the continued services of Employee;

          WHEREAS, the Company desires to obtain assurances that Employee will devote his best efforts to his employment with the Company and will not enter into competition with the Company in its business as now conducted and to be conducted, or solicit customers or other employees of the Company to terminate their relationships with the Company;

          WHEREAS, Employee is a key employee of the Company, and he acknowledges that his talents and services to the Company are of a special, unique, unusual and extraordinary character and are of particular and peculiar benefit and importance to the Company;

          WHEREAS, the Company is concerned that in the event of a possible or threatened Change in Control (as defined below) of the Company, Employee may feel insecure, and therefore the Company desires to provide security to Employee in the event of a Change in Control;

          WHEREAS, the Company further desires to assure Employee that if a possible or threatened Change in Control should arise and Employee should be involved in deliberations or negotiations in connection therewith, Employee would be in a secure position to consider and participate in such transaction as objectively as possible in the best interests of the Company and

to this end desires to protect Employee from any direct or implied threat to his financial well-being by a Change in Control;

          WHEREAS, Employee is willing to continue to serve the Company but desires assurances that in the event of such a Change in Control he will continue to have the employment status and responsibilities he could reasonably expect absent such event and, that in the event this turns out not to be the case, he will have fair and reasonable severance protection on the basis of his service to the Company to that time;

          WHEREAS, different factors impact the Company and Employee under circumstances of regular employment between the Company and Employee when there is no threat of Change in Control and/or none has occurred, as opposed to circumstances under which a Change in Control is rumored, threatened, occurring or has occurred. For this reason, the Agreement deals with the regular employment of Employee under circumstances whereby no Change in Control is threatened, occurring or has occurred (Regular Employment) and it deals with circumstances whereby a Change in Control is threatened, occurring or has occurred. The Agreement deals with matters impacting both Regular Employment and employment following a Change in Control, including non-competition and confidentiality; and

          WHEREAS, Employee is willing to enter into and carry out the non-competition and confidentiality obligations and covenants set forth herein in consideration of the Agreement.

AGREEMENT

          NOW, THEREFORE, Employee and the Company (together the Parties) agree as follows:

I. PRIOR AGREEMENTS/CONTRACTS

1.01

PRIOR AGREEMENTS. On and as of 12:00 oclock noon of the Effective Date all prior employment and non-competition contracts between Company and Employee are 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 Company from its liability or obligation with respect to any compensation, payments or benefits already accrued to Employee, 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

2.01

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

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		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.
	2.02	EXECUTIVE/OFFICER/EMPLOYEE. Executive/Officer/Employee means David A. Bourgeois.
	2.03	OFFICE/POSITION/TITLE. The Office, Position and Title for which the Employee is employed is that of Vice President U.S. Gulf of Mexico Operations of the Company and carries with it such duties, responsibilities, rights, benefits and privileges as may reasonably be assigned to the Employee as are customary and usual for such position.
	2.04	EFFECTIVE DATE. The Agreement becomes effective and binding as of August 13, 2004.
	2.05	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 12(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 combined voting power of the Companys then outstanding securities;

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