PRIDE INTERNATIONAL, INC.



                           EMPLOYMENT/NON-COMPETITION/

                            CONFIDENTIALITY AGREEMENT



                                 LONNIE D. BANE

<PAGE>

              EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY AGREEMENT



DATE:                                 The date of execution set forth below.



COMPANY/EMPLOYER:                     Pride International, Inc.,

                                      a Delaware corporation

                                      5847 San Felipe, Suite 3300

                                      Houston, Texas  77057



EMPLOYEE:                             Lonnie D. Bane

                                      5915 Rustic Creek Lane

                                      Kingwood, TX 77345



            This Employment/Non-Competition/Confidentiality Agreement by and

between Pride International, Inc. (the "Company" and as further defined below)

and Lonnie D. Bane ("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 will serve as 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 will serve as 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;

<PAGE>

            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. Employee represents and warrants to the Company

            that (i) he has no continuing non-competition agreements with any

            prior employers that have not been disclosed in writing to the

            Company and (ii) neither the execution of the Agreement by Employee

            or the performance by Employee of his obligations under the

            Agreement will result in a violation or breach of, or constitute a

            default under the provisions of any contract, agreement or other

            instrument to which Employee is or was a party.



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 nature of the entity or the state or

            nation of organization, whether by reorganization, merger,

            consolidation, absorption or dissolution. For the purpose





                                                                             -2-

<PAGE>

            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 Lonnie

            D. Bane.



      2.03  OFFICE/POSITION/TITLE. The Office, Position and Title for which the

            Employee is employed is that of Vice President - Human Resources 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

            June 1, 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 Company's then outstanding

                  securities;



            c.    the individuals who were members of the Board of Directors of

                  the Company (the "Board") 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

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