MASTER RESTRUCTURING AGREEMENT





                                  BY AND AMONG





                           PRIDE INTERNATIONAL, INC.





                                      AND





                                DRILLPETRO INC.



                                 TECHDRILL INC.





                                      AND





                  FIRST RESERVE FUND VII, LIMITED PARTNERSHIP



                         FIRST RESERVE FUND VIII, L.P.



                      MARITIMA PETROLEO E ENGENHARIA LTDA.



                        WESTVILLE MANAGEMENT CORPORATION





                                      AND





                        AMETHYST FINANCIAL COMPANY LTD.



                             PRIDE AMETHYST II LTD.







                           DATED AS OF MARCH 9, 2001

<PAGE>



                         MASTER RESTRUCTURING AGREEMENT



     This Master Restructuring Agreement is dated as of March 9, 2001 by and

among (1) Pride International, Inc., a corporation organized under the laws of

the State of Louisiana ("Buyer"), (2) Drillpetro Inc., an international business

company organized with limited liability under the laws of the Bahamas

("Drillpetro"), and Techdrill Inc., an international business company organized

with limited liability under the laws of the Bahamas ("Techdrill" and together

with Drillpetro, "Sellers"), (3) First Reserve Fund VII, Limited Partnership, a

limited partnership organized under the laws of the State of Delaware ("Fund

VII"), First Reserve Fund VIII, L.P., a limited partnership organized under the

laws of the State of Delaware ("Fund VIII" and together with Fund VII, "First

Reserve"), Maritima Petroleo e Engenharia Ltda., a privately held company with

limited liability organized under the laws of Brazil ("Maritima"), and Westville

Management Corporation, an international business company organized with limited

liability under the laws of the British Virgin Islands ("Westville"), and (4)

Amethyst Financial Company Ltd., an international business company organized

with limited liability under the laws of the British Virgin Islands (the

"Company"), and Pride Amethyst II Ltd., an international business company

organized with limited liability under the laws of the British Virgin Islands

("Amethyst II"). Buyer, Sellers, First Reserve, Maritima, Westville, the Company

and Amethyst II may hereinafter be referred to individually as a "Party" and

together as the "Parties."



                              W I T N E S S E T H



     WHEREAS, Sellers and First Reserve own common shares, par value $1.00 per

share, of the capital stock of the Company;



     WHEREAS, Sellers have made subordinated loans and equity contributions to

the Company, and First Reserve has made equity contributions to the Company;



     WHEREAS, prior to the date of this Agreement, the Company has subscribed

for and acquired 10,500 common shares, par value $1.00 per share, of the capital

stock of Amethyst II in consideration for the Company's assets and liabilities

identified in Schedule 0 to this Agreement;



     WHEREAS, as a result of the foregoing, the Company owns three direct

Subsidiaries (as defined below), Amethyst II, Petrodrill Six Limited, an

international business company organized with limited liability under the laws

of the British Virgin Islands ("Petrodrill Six"), and Petrodrill Seven Limited,

an international business company organized with limited liability under the

laws of the British Virgin Islands ("Petrodrill Seven" and together with

Petrodrill Six, the "Petrodrills");



     WHEREAS, simultaneously with the execution of this Agreement, Buyer and

First Reserve have executed an Exchange Agreement substantially in the form of

Exhibit A to this Agreement (the "Exchange Agreement") pursuant to which,

following the distribution to First Reserve of certain Amethyst II Shares (as

defined below) pursuant to Section 4.02(d), First Reserve desires to dispose of

its direct and indirect interests in the Petrodrills in accordance with, and

subject to the terms and conditions of, this Agreement and the Transaction

Documents (as defined below) (including the Exchange Agreement);



                                       1

<PAGE>



     WHEREAS, Sellers desire to sell all of their direct and indirect interests

in the Petrodrills to Buyer, and Buyer desires to purchase all of Sellers'

direct and indirect interests in the Petrodrills, in accordance with, and

subject to the terms and conditions of, this Agreement and the Transaction

Documents (as defined below);



     NOW, THEREFORE, in consideration of the foregoing premises and of the

representations, warranties, covenants, agreements and conditions contained in

this Agreement, the Parties hereby agree as follows:



                                   ARTICLE I



                         DEFINITIONS AND INTERPRETATION



     1.01 Definitions. For all purposes of this Agreement, the following

capitalized terms shall have the meanings set forth below:



          "Additional Note" means a convertible senior note in the original

     principal amount of $32,000,000, substantially in the form of Exhibit B,

     made payable by Buyer to Drillpetro.



          "Affiliate" means, in respect of a referenced Person, any other Person

     that directly or indirectly controls, is controlled by or is under common

     control with that referenced Person (for purposes of this definition,

     "control" means, in respect of a Person, the power to direct or cause the

     direction of the management or policies of that Person, directly or

     indirectly, whether through the ownership of voting securities, by contract

     or otherwise); provided, however, that, for all purposes of this Agreement,

     UKGB shall be deemed to be an "Affiliate" of Maritima whether or not UKGB

     meets the foregoing definition.



          "Agency Agreements" means the agreements listed in Schedule 1.01A.



          "Agreement" means this Master Restructuring Agreement, including all

     Exhibits and Schedules to this Master Restructuring Agreement, and all

     amendments to any of the foregoing that may be made from time to time in

     accordance with the terms of this Master Restructuring Agreement.



          "Amethyst II" has the meaning given to that term in the recitals to

     this Agreement.



          "Amethyst II Shares" means common shares, par value US$1.00 per share,

     of the capital stock of Amethyst II.



          "Bank Letter of Credit" means an irrevocable standby letter of credit

     in favor of Buyer issued by a financial institution acceptable to Buyer in

     the form of Exhibit C.



          "BiGem" means BiGem Holdings N.V., a corporation organized with

     limited liability under the laws of the Netherlands Antilles.



          "Business Day" means a day upon which national banks operating in

     Houston, Texas and New York, New York are open for business.



                                       2

<PAGE>



          "Buyer" has the meaning given to that term in the first paragraph of

     this Agreement.



          "Buyer SEC Documents" has the meaning given to that term in Section

     7.06.



          "Buy-Sell Parties" means Buyer, Sellers and First Reserve.



          "Closing" has the meaning given to that term in Section 4.01.



          "Closing Adjustment" means the difference (which, for the avoidance of

     doubt, may be a positive or negative number) equal to (a) the amount of any

     assets that are reflected on the Year-End Pro Forma Balance Sheet to be

     assets of Amethyst II that are determined to have been properly allocable

     to the Company or that have been expended in connection with the business

     or operations of the Company, minus (b) the sum of (i) the amount of any

     assets that are reflected on the Year-End Pro Forma Balance Sheet to be

     assets of the Company that are determined to have been properly allocable

     to Amethyst II or that have been expended in connection with the business

     or operations of Amethyst II and (ii) the amount of any assets that are

     contributed to the Company after December 31, 2000 that have been expended

     in connection with the business or operations of Amethyst II.



          "Closing Balance Sheet" means the cash basis balance sheet of the

     Company and Amethyst II as of that Closing Date (after giving effect to the

     transactions contemplated by this Agreement) prepared in accordance with

     GAAP and, to the extent not inconsistent with GAAP, using the same

     accounting policies that were used in preparing the Year-End Pro Forma

     Balance Sheet.



          "Closing Date" has the meaning given to that term in Section 4.01.



          "Code" means the Internal Revenue Code of 1986, as amended.



          "Company" has the meaning given to that term in the first paragraph of

     this Agreement.



          "Converted Stock" has the meaning given to that term in Section 5.09.



          "Convertible Notes" means the Purchase Notes and the Additional Note.



          "Drillpetro" has the meaning given to that term in the first paragraph

     of this Agreement.



          "Drillpetro Loan Interests" means lender interests in subordinated

     loans to the Company in the aggregate principal amount of $17,039,128.



          "Drillpetro Purchase Note" means a convertible senior note in the

     original principal amount of $42,277,804 substantially in the form of

     Exhibit B, made payable by Buyer to Drillpetro.



                                       3

<PAGE>



          "Drillpetro Shares" means 5,088 Shares represented by the Company's

     Share Certificate Nos. 1 and 4.



          "Encumbrances" means mortgages, pledges, liens, encumbrances, security

     interests, charges, claims, preemptive or subscription rights, rights of

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