Exhibit 10.19  Cobalt
International Energy, Inc. Annual
Incentive Plan  SECTION 1.  Purpose.The purpose of the Cobalt
International Energy, Inc. Annual Incentive Plan (the Plan) is to incentivize employees of
Cobalt International Energy, Inc. (the Company)
to increase the long-term value of the Company and to encourage collaboration
and teamwork among the employees, thereby furthering the best interests of the
Company and its shareholders.  SECTION 2.  Eligibility.Each employee of the
Company (each, a Participant)
shall be eligible to receive an annual cash bonus under the Plan for each
fiscal year during which such Participant is employed with the Company.  Each Participant who is employed for less
than a full fiscal year shall be eligible for a pro rata bonus under the Plan
for such year.  SECTION 3.  Leadership Team Bonuses.  For each fiscal year, objective criteria for
determining the bonus payable to each Participant who is a member of the
Companys Leadership Team shall be established by the Compensation Committee of
the Board (the Committee) based
on such Participants base salary, a specified target bonus percentage, a
specified key performance indicator multiplier and/or any other objective
criteria that the Committee deems appropriate. 
The actual amount of the bonus payable to such Participant shall be
approved by the Committee based on the attainment of the applicable pre-established
objective criteria; provided that
the Committee may increase or decrease such amount based on such additional
objective and/or subjective criteria as the Committee deems appropriate.  Each fiscal year, the members of the
Leadership Team shall be selected by the Committee for such year.  SECTION 4.  Employee Bonus Program.  For each fiscal year, the Committee shall
approve a bonus pool for the Participants who are not members of the Companys
Leadership Team in an amount based on such Participants base salaries,
specified target bonus percentages, specified key performance indicator
multipliers and/or any other objective criteria that the Committee deems
appropriate.  The Companys chief
executive officer shall recommend for the Committees approval the actual
amount of each such Participants bonus for such year, based on the attainment
of the applicable objective criteria and any subjective criteria as the chief
executive officer shall deem appropriate; provided
that the aggregate amount of such bonuses shall not exceed the amount of the
bonus pool approved by the Committee for such year.  SECTION 5.  General Provisions.  (a)Restrictions on
Transfer.  The rights of a Participant with respect to
any bonus under the Plan shall not be transferable other than by will or the
laws of descent and distribution.


(b)Tax Withholding. 
Whenever a bonus under the Plan is to be paid to a Participant, the
Company may withhold therefrom, or from any other amounts payable to or in
respect of such Participant, an amount sufficient to satisfy any applicable tax
withholding requirements related thereto.  (c)Unfunded Status of
Bonuses.  The Plan is intended to constitute an
unfunded plan.  With respect to any
bonus not yet paid to a Participant, nothing contained in the Plan shall give
such Participant any rights that are greater than those of a general creditor
of the Company.  (d)Governing Law. 
The Plan shall be governed by the laws of the State of Delaware, without
application of the conflicts of law principles thereof.  (e)Amendment and
Termination.  The Committee may amend or terminate the Plan
at any time.  2