PRIDE INTERNATIONAL, INC.



                           EMPLOYMENT/NON-COMPETITION/

                            CONFIDENTIALITY AGREEMENT



                                STEVEN D. OLDHAM

<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:                               Steven D. Oldham

                                        6230 Ella Lee Lane

                                        Houston, TX 77057



            This Employment/Non-Competition/Confidentiality Agreement by and

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

and Steven D. Oldham ("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, Employee is an employee of the Company with significant

management responsibilities in the conduct of its business;



            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;

<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. On and as of 12:00 o'clock 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.





                                                                             -2-

<PAGE>

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 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 Steven

            D. Oldham.



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

            Employee is employed is that of Vice President of Treasury and

            Investor Relations 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

            May 18, 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

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