INDEX

EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY
AGREEMENT

     This Agreement is made as of the date first above written and to become effective as herein provided.

PREAMBLE

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

     WHEREAS, Executive will be elected an officer of the Company with significant management responsibilities in the conduct of its business;

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

     WHEREAS, the Company desires to obtain assurances that Executive 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, Executive 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 of the Company, uncertainties necessarily arise; Executive may have concerns about the continuation of his employment status and responsibilities and may be approached by others offering competing employment opportunities; the Company, therefore, desires to provide Executive assurances as to the continuation of his employment status and responsibilities in such event;

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     WHEREAS, the Company further desires to assure Executive that, if a possible or threatened change in control should arise and Executive should be involved in deliberations or negotiations in connection therewith, Executive 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 Executive from any direct or implied threat to his financial well-being;

     WHEREAS, Executive is willing to continue to serve as such 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 affect the Company and Executive under circumstances of regular employment between the Company and the Executive 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 this Employment Agreement is primarily in two parts. One part deals with the regular employment of Executive under circumstances whereby no change in control is threatened, occurring or occurred; herein called Regular Employment. The second part deals with circumstances whereby a change in control is threatened, occurring or has occurred. Other parts of the Agreement deal with matters affecting both Regular Employment and employment following change in control, including non-competition and confidentiality; and

     WHEREAS, Executive is willing to enter into and carry out the Non-Competition and Confidentiality Agreement set forth herein in consideration of the Employment Agreement set forth herein.

AGREEMENT

     NOW, THEREFORE, the parties agree as follows:

I.	PRIOR AGREEMENTS/EMPLOYMENT CONTRACTS.

1.01 PRIOR AGREEMENTS. Executive has no continuing non-competition agreements with any prior employers that have not been disclosed to Company. Executive has completed a Company employment application and all information provided therein is true and correct to the best of his knowledge and belief and is incorporated herein by reference.

II.	DEFINITION OF TERMS.

2.01 COMPANY. Company means Pride International, Inc., a Louisiana corporation, as the same presently exists, as well as any and all successors, 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 Non-Competition and Confidentiality Agreement, Company includes any subsidiary or affiliate of the Company to the extent it is carrying on any portion of the business of the Company or a business similar to that being conducted by the Company.

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2.02 EXECUTIVE/OFFICER/EMPLOYEE. Executive/Officer/Employee means Robert E. Warren.

2.03 OFFICE/POSITION/TITLE. The Office, Position and Title for which the Executive is employed is that of Vice President of International Marketing of the Company and carries with it such duties, responsibilities, rights, benefits and privileges or as may reasonably be assigned to the Executive that are customary and usual for such position at the Company.

2.04 EFFECTIVE DATE. This Agreement becomes effective and binding as of October 15, 1998.

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 this 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 l2(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;
	c.	the individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of Directors shall not constitute a majority of the Board of Directors following such election;
	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 shareholders of the Company prior to such merger or consolidation;

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