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                                                                   Exhibit 10.1

                            PRIDE INTERNATIONAL, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                (As Amended and Restated Effective May 18, 2004)


         This Pride International, Inc. Supplemental Executive Retirement Plan
(the "Plan") constitutes an amendment and restatement in its entirety of the
Pride International, Inc. Supplemental Executive Retirement Plan originally
effective January 1, 1996, as thereafter amended (the "Prior Plan"). Effective
as of the Effective Date, this Plan supersedes the Prior Plan with respect to
all individuals who were active participants in the Prior Plan immediately prior
to the Effective Date and who execute a Participation Agreement on or after the
Effective Date.

                                   SECTION 1
                PURPOSES OF PLAN, EFFECTIVE DATE AND DEFINITIONS

         1.1 Purpose. The purpose of the Plan is to provide specified benefits
to a select group of management and highly compensated employees of Pride
International, Inc. (the "Company") and its Affiliates who contribute materially
to the continued growth, development and future business success of the Company.
The Plan shall be an unfunded deferred compensation arrangement.

         1.2 Effective Date. The Plan shall be effective as of May 18, 2004.

         1.3 Definitions. For purposes of this Plan, the following phrases or
terms shall have the indicated meanings unless otherwise clearly apparent from
the context.

                  (a) "Actuarial Equivalent" means a benefit of equivalent value
         as computed on the basis of an interest rate assumption and applicable
         mortality table as described in Appendix A hereto, with such appendix
         hereby incorporated by reference as part of the Plan, as may be amended
         from time to time by the Committee.

                  (b) "Affiliate" means any corporation that has adopted the
         Plan and the shares of which are owned or controlled, directly or
         indirectly, by the Company representing fifty percent (50%), or more,
         of the voting power of the issued and outstanding capital stock of such
         corporation.

                  (c) "Annual Salary" means the Participant's base annual
         salary, excluding any and all bonuses.

                  (d) "Beneficiary" means the person or persons designated by a
         Participant to receive the benefits that are payable under the Plan
         upon or after the death of the Participant.

                  (e) "Benefit Percentage" means the percentage provided in the
         applicable Participation Agreement for purposes of calculating the SERP
         Benefit.


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                  (f) "Board" means the Board of Directors of the Company.

                  (g) "Cause" means "cause" within the meaning of the
         Participant's employment agreement in effect with the Employer at the
         time of the Participant's termination of employment (or, if the
         Participant does not then have an employment agreement, the
         Participant's severance agreement then in effect with the Employer). If
         there is no such agreement in effect at the time of the Participant's
         termination of employment, then "Cause" shall mean: (i) the willful and
         continued failure of the Participant to substantially perform his
         duties with the Employer (other than any failure due to physical or
         mental incapacity) after a demand for substantial performance is
         delivered to him by the Board that specifically identifies the manner
         in which the Board believes he has not substantially performed his
         duties; (ii) willful misconduct materially and demonstrably injurious
         to the Employer; or (iii) material violation of any covenant not to
         compete that is applicable to the Participant. For this purpose, no act
         or failure to act by the Participant shall be considered "willful"
         unless done or omitted to be done by him not in good faith and without
         reasonable belief that his action or omission was in the best interest
         of the Company.

                  (h) "Change in Control" shall mean a change in control within
         the meaning of the Participant's employment agreement with the Employer
         (or, if the Participant does not have an employment agreement, the
         Participant's severance agreement) as in effect at the time of the
         change in control event. If there is no such agreement then in effect,
         then "Change in Control" shall mean (and shall be deemed to have
         occurred on) the date of the first to occur of any of the following:

                           (i) 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 Exchange Act as in effect on the date of
                  this Plan, or if neither item remains in effect, any
                  regulations issued by the Securities and Exchange Commission
                  pursuant to the Securities Exchange Act of 1934, as amended
                  from time to time, (the "Exchange Act") which serve similar
                  purposes;

                           (ii) any "person" (as such term is used in Sections
                  12(d) and 14(d)(2) of the Exchange Act) 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;

                           (iii) the individuals who were members of 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 following such
                  election;

                           (iv) 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


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                  surviving corporation is represented by shares held by former
                  shareholders of the Company prior to such merger or
                  consolidation; or

                           (v) the Company shall have sold, transferred or
                  exchanged all, or substantially all, of its assets to another
                  corporation or other entity or person.

                  (i) "Change in Control Termination" means termination of
         employment with the Employer (other than for Cause) within the period
         of time following a Change in Control described in the Participant's
         employment agreement in effect with the Employer at the time of the
         Change in Control (or, if the Participant does not then have an
         employment agreement, the Participant's severance agreement then in
         effect), which entitles the Participant to enhanced separation
         payments. If there is no such agreement then in effect, "Change in
         Control Termination" shall mean an involuntary termination (other than
         for Cause, death or Disability) within two (2) years following a Change
         in Control, or such other definition as shall be set forth in the
         Participation Agreement.

                  (j) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  (k) "Committee" means the Compensation Committee of the Board.

                  (l) "Company" means Pride International, Inc. and its
         successors.

                  (m) "Disabled" or "Disability" means a condition that, under
         the Company's employee benefit plan providing long-term disability
         benefits, entitles the Participant to receive long-term disability
         benefits.

                  (n) "Early Retirement Date" means the date the Participant has
         both attained age 55 and completed 15 years of Service or such other
         date as is specified in the Participant's Participation Agreement.

                  (o) "Effective Date" means the date set forth in Section 1.2.

                  (p) "Employee" means any person who is employed by the Company
         or an Affiliate on a regular full-time basis determined by the
         personnel rules and practices of the Company or Affiliate, as
         applicable.

                  (q) "Employer" means the Company and each Affiliate that has
         adopted or which adopts the Plan with the approval of the Board.

                  (r) "Final Annual Salary" means the Participant's Annual
         Salary as in effect on the Participant's last day of active employment;
         provided, however, in the event of a Change in Control Termination, the
         Final Annual Salary shall be the greater of the Annual Salary as in
         effect immediately preceding the Change in Control or the Annual Salary
         as in effect on the Participant's last day of active employment.


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                  (s) "Normal Retirement Date" means the date a Participant
         attains age 62, or such other date as is specified in the Participant's
         Participation Agreement.

                  (t) "Participant" means an Employee who has satisfied and
         continues to satisfy the eligibility requirements to participate in the
         Plan, including proper execution of a Participation Agreement.

                  (u) "Participation Agreement" means an agreement between the
         Company and an Employee, in the form and subject to the conditions
         prescribed by the Committee, pursuant to which the Employee is granted
         the right to participate in the Plan.

                  (v) "Plan" means the Pride International, Inc. Supplemental
         Executive Retirement Plan as set forth herein and as may be amended
         from time to time.

                  (w) "SERP Benefit" means any benefit payable or paid to a
         Participant, a Spouse or Beneficiary(ies) under the terms and
         conditions of this Plan.

                  (x) "Service" means the period of continuous employment with
         the Employer(s) from the Employee's last date of hire by an Employer.

                  (y) "Spouse" means the person to whom the Participant is
         lawfully married both at the time of the Participant's termination of
         employment and at the earlier of (i) the time of the Participant's
         death or (ii) the time of the Participant's commencement of the SERP
         Benefit.

                                   SECTION 2
                           ADMINISTRATION OF THE PLAN

         2.1 Committee Powers. The Committee shall have full power and authority
to interpret the provisions of the Plan and may from time to time establish
rules for the administration of the Plan that are not inconsistent with the
provisions and purposes of the Plan.

         2.2 Committee Action. A majority of the members of the Committee shall
constitute a quorum for the transaction of business. All action taken by the
Committee at a meeting shall be by the vote of a majority of those present at
such meeting, but any action may be taken by the Committee without a meeting
upon written consent signed by a majority of the members of the Committee.

         2.3 Committee Determinations Conclusive. All determinations of the
Committee shall be final, binding and conclusive upon all persons. The
determination of the Committee as to any disputed question arising under the
Plan, including questions of construction and interpretation, shall be final,
binding and conclusive upon all persons. Without limiting the generality of the
foregoing, the determination of the Committee as to whether a Participant has
terminated his employment and the date thereof, or the cause to which
termination of employment is attributable, shall be final, binding and
conclusive upon all persons.

         2.4 Committee Liability. No member of the Committee shall be liable for
any act done or determination made in good faith.


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                                   SECTION 3
                          ELIGIBILITY AND PARTICIPATION

         3.1 Eligibility. Only Employees who are approved by the Committee and
who, individually and collectively, constitute a select group of management or
highly compensated employees shall be eligible to participate in this Plan.

         3.2 Participation. An eligible Employee who is selected by the
Committee for participation in the Plan may become a Participant by properly
executing a Participation Agreement that, together with (and subject to) the
Plan, shall govern the Participant's rights under the Plan. Participation in the
Plan shall automatically cease upon a Participant's termination of employment
with all Employers, except to the extent that the Participant is then eligible
to receive a Normal Retirement Benefit or an Early Retirement Benefit under this
Plan or otherwise has a vested right to a Plan benefit, each as described in
Section 4.

                                   SECTION 4
                                    BENEFITS

         4.1 Normal Retirement Benefit. In the event a Participant terminates
employment on or after his Normal Retirement Date, the Company shall pay or
cause to be paid to the Participant an annual benefit ("Normal Retirement
Benefit") equal to the Benefit Percentage of the Participant's Final Annual
Salary subject to any applicable vesting schedule set forth in the Participation
Agreement; provided, however, that in the event (a) the Company does not pay or
(b) the Company and the Employer who employed the Participant agree that the
Employer will pay, then the Employer who employed the Participant shall pay the
Normal Retirement Benefit to the Participant. The Normal Retirement Benefit
shall be paid in the form as provided in Section 4.9, beginning on the first day
of the month next following the Participant's termination of employment or as
soon as administratively practicable thereafter.

         4.2 Early Retirement Benefit. If a Participant terminates employment on
or after his Early Retirement Date, the Company shall pay or cause to be paid to
the Participant an annual benefit ("Early Retirement Benefit") equal to the
Benefit Percentage of the Participant's Final Annual Salary multiplied by the
applicable reduction factor set forth in Section 4.8 and subject to any
applicable vesting schedule set forth in the Participation Agreement. In the
event (a) the Company does not pay or (b) the Company and the Employer who
employed the Participant agree that the Employer will pay, then the Employer who
employed the Participant shall pay the Early Retirement Benefit to the
Participant. The Early Retirement Benefit shall be paid in the form as provided
in Section 4.9, beginning on the first day of the month next following the
Participant's termination of employment or as soon as administratively
practicable thereafter.

         4.3 Other Terminations of Employment. If a Participant's employment
with all Employers terminates prior to the Participant's Normal or Early
Retirement Date for any reason other than a Change in Control Termination,
death, Disability or termination for Cause, the right of the Participant to a
Plan benefit calculated based on the Benefit Percentage of the Final Annual
Salary, if any, shall be determined based on the terms and conditions of his
Participation Agreement, and in accordance with the vesting schedule set forth
in that agreement. The Participant shall forfeit any right to a SERP Benefit to
the extent the benefit is not vested under


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<PAGE>

the terms of the Participation Agreement. Any benefit payable under this Section
4.3 shall be payable on the terms and conditions set forth in the Participation
Agreement, but in no event prior to the Participant's Normal Retirement Date.

         4.4 Change in Control. Notwithstanding anything herein to the contrary,
if a Participant has a Change in Control Termination, then the Participant shall
be entitled to an immediate lump sum payment in an amount equal to the Benefit
Percentage of the Participant's Final Annual Salary multiplied by ten, whether
or not the Participant was vested at the time of the Change of Control
Termination. The lump sum payment under this Section 4.4 shall be in lieu of any
other SERP Benefit hereunder and neither the Participant nor any Spouse or
Beneficiary of the Participant shall be entitled to any other payment pursuant
to this Plan or the Participation Agreement following a Change in Control
Termination.

         4.5 Death Benefits.

                  (a) Death After Benefits Commence. If a Participant dies after
         payment of the SERP Benefit has commenced, the Spouse or Beneficiary
         shall be entitled to the survivor portion of the SERP Benefit;
         provided, however, the Actuarial Equivalent of the survivor portion may
         be paid, at the discretion of the Committee, in one lump-sum payment.

                  (b) Death Before Benefits Commence. If a Participant dies
         before reaching his or her Early or Normal Retirement Date, either
         while in employment or after terminating employment with the right to
         receive a SERP Benefit and before commencement of such SERP Benefit,
         the Participant's surviving Spouse or Beneficiary, if any, shall
         receive the same benefit, if any, that would have been payable if the
         Participant had: (i) terminated employment on the earlier of the date
         of death or actual date of termination of employment; (ii) survived to
         the Normal Retirement Date; (iii) retired with an immediate Joint and
         50% Survivor Annuity or Ten-Year Certain Annuity, as applicable and as
         described in Section 4.9, on the date described in clause (ii); and
         (iv) died on the day after such date. In the event the Participant
         terminates employment due to death, the SERP Benefit shall immediately
         become fully vested. The Actuarial Equivalent of the survivor portion
         may be paid, at the discretion of the Committee, in one lump-sum
         payment.

         4.6 Disability. If a Participant terminates employment with all
Employers due to a Disability and prior to the commencement of the payment of
any benefits hereunder, the Company shall pay or cause to be paid to the
Participant an annual benefit ("Disability Benefit") equal to the Benefit
Percentage of the Participant's Final Annual Salary multiplied by the applicable
reduction factor, as provided in Section 4.8, if termination occurs prior to the
Participant's Normal Retirement Date. The Disability Benefit shall be reduced by
the amount of any Employer or government provided disability benefits. In the
event (i) the Company does not pay or (ii) the Company and the Employer who
employed the Participant agree that the Employer will pay, then the Employer who
employed the Participant shall pay the Disability Benefit to the Participant.
The Disability Benefit shall immediately become fully vested, unless otherwise
provided in the applicable Participation Agreement, and shall be paid in the
form as


                                      -6-
<PAGE>

provided in Section 4.9, beginning on the first day of the month next following
the Participant's termination due to Disability or as soon as administratively
practicable thereafter.

         4.7 Termination for Cause. Notwithstanding anything to the contrary in
this Plan or the Participation Agreement, a Participant shall forfeit all rights
to any benefits under this Plan, whether or not vested, upon a termination of
employment for Cause.

         4.8 Commencement of SERP Benefit Before Normal Retirement Date. In the
event SERP Benefit payments commence before the Participant's Normal Retirement
Date, whether to the Participant, or in the event of his death to his surviving
Spouse or Beneficiary(ies), the applicable reduction factor shall be as set
forth below:

<Table>
<Caption>
              Number of Years Prior to
               Normal Retirement Date                 Reduction Factor
              ------------------------                ----------------
<S>                                                   <C>
                    less than 1                             0.96
                 1 but less than 2                          0.92
                 2 but less than 3                          0.88
                 3 but less than 4                          0.84
                 4 but less than 5                          0.80
                 5 but less than 6                          0.76
                 6 but less than 7                          0.72
                 7 but less than 8                          0.68
                 8 but less than 9                          0.64
                 9 but less than 10                         0.60
                10 but less than 11                         0.56
                11 but less than 12                         0.52
                     12 or more                             0.50
</Table>

         4.9 Form Payment of Benefits.

                  (a) Ten-Year Certain and Life Annuity. If the Participant does
         not have a Spouse as of the earlier of (i) the time SERP Benefit
         payments commence or (ii) the death of the Participant, the Participant
         (if living) shall be eligible for a SERP Benefit payable in monthly
         installments to the Participant for his lifetime, and in the event of
         the Participant's death before he has received at least 120 payments,
         his Beneficiary(ies) shall receive monthly payments in the same amount,
         until a total of 120 payments have been paid.

                  (b) Spouse.

                           (i) Joint and 50% Survivor Annuity. If the
                  Participant has a Spouse at the time SERP Benefit payments
                  commence, the Participant shall receive a SERP Benefit payable
                  in monthly installments to the Participant for his lifetime
                  with 50% of the SERP Benefit payable in monthly installments
                  to the surviving Spouse for her lifetime after the
                  Participant's death. If the Participant has a Spouse and dies
                  prior to the time SERP Benefit payments commence, the
                  surviving Spouse will receive a lifetime benefit equal to


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<PAGE>

                  50% of the benefit the Participant would have received,
                  pursuant to Section 4.5(b).

                           (ii) Optional Forms. In lieu of the Joint and 50%
                  Survivor Annuity, as described in subsection (i) above, a
                  Participant may elect, in the form and manner as prescribed by
                  the Committee, provided that it is no later than the date SERP
                  Benefit payments commence, to receive reduced monthly
                  installments for the Participant's lifetime with an increased
                  percentage of the Participant's monthly installments to
                  continue to the surviving Spouse for her lifetime after the
                  Participant's death that is the Actuarial Equivalent of the
                  Joint and 50% Survivor Annuity. The Participant may specify
                  the applicable survivor percentage to be 75% or 100%.

         4.10 Offsets. Notwithstanding anything herein to the contrary, all
benefits paid under this Plan shall be offset by other Employer provided defined
benefit retirement benefits, if any, paid or payable to a Participant or that
would have been payable to the Participant except for an award of the benefit to
an alternate payee pursuant to a domestic relations order qualified under Code
Section 414(p) or other applicable law. For purposes of this Plan, any SERP
Benefit that is completely offset under this Section 4.10 or Section 4.6 shall
be deemed to have commenced on the date it would have first become payable in
the absence of any reductions.

         4.11 Conditions for Payment of Benefits. Notwithstanding anything
herein to the contrary, benefits payable under this Plan shall be paid to a
Participant only if the Participant abides by the confidentiality and noncompete
provisions of such Participant's employment agreement and severance agreement,
as applicable.

         4.12 Beneficiary Designations. For Participants who do not have a
Spouse, as defined in Section 1.3(y), the person or persons to whom the benefits
under this Plan are to be paid upon a Participant's death shall be the person or
persons designated by the Participant to receive benefits under the procedure
established by the Committee for designating Beneficiaries. In the event no
valid designation of a Beneficiary exists at the time of a Participant's death,
the benefit provided for in this Section shall be payable to the Participant's
surviving spouse or, if no surviving spouse, to the Participant's estate. This
provision enabling each Participant to designate one or more Beneficiaries shall
constitute a nontestamentary payment provision covered by Section 450 of the
Texas Probate Code. Any payment made by the Employer in good faith and in
accordance with the provision of this Plan shall fully discharge the Employer
from all further obligations with respect to such payment.

         4.13 Payments to Minors and Incompetents. Should the Participant become
incompetent or should the Participant designate a Beneficiary who is a minor or
incompetent, the Employer shall be authorized to pay such funds to a parent or
guardian of the estate of such minor or incompetent, or directly to such minor
or incompetent, whichever manner the Committee shall determine in its sole
discretion.

         4.14 Withholding of Taxes. The Employer paying benefits hereunder shall
deduct from the amount of all benefits paid under the Plan any taxes required to
be withheld by the federal or any state or local government.


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                                   SECTION 5
                               SOURCE OF BENEFITS

         5.1 Benefits Payable From General Assets. Amounts payable hereunder
shall be paid exclusively from the general assets of the Employer, and no person
entitled to payment hereunder shall have any claim, right, security interest or
other interest in any fund, trust, account, insurance contract or asset of the
Employer that may be looked to for such payment. The Employer's liability for
the payment of benefits hereunder shall be evidenced only by this Plan.

                                   SECTION 6
                             RIGHTS OF PARTICIPANTS

         6.1 Limitation of Rights. Nothing in this Plan or the Participation
Agreement shall be construed to:

                  (a) Limit in any way the right of the Employer to terminate a
         Participant's employment with the Employer at any time;

                  (b) Give a Participant or any other person any interest in any
         fund or in any specific asset or assets of the Employer; or

                  (c) Be evidenced of any agreement of understanding, express or
         implied, that the Employer will employ a Participant in any particular
         position or at any particular rate of remuneration.

         6.2 Nonalienation of Benefits. No right or benefit under this Plan
shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge the same will be void. No right or benefit hereunder
shall in any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. In the event of a
divorce, if a court awards benefits payable under this Plan to the Participant's
spouse, the Committee may authorize payment of such benefits to the spouse;
provided, however, in no event shall an Employer be obligated to pay a benefit
under the Plan in an amount or form to which the Participant and/or survivor is
not otherwise entitled under the terms and conditions of the Plan. If any
Participant, Spouse or Beneficiary hereunder shall become bankrupt or attempt to
anticipate, alienate, assign, sell, pledge, encumber or charge any right of
benefit hereunder, or if any creditor shall attempt to subject the same to a
writ of garnishment, attachment, execution, sequestration or any other form of
process or involuntary lien or seizure, then such right or benefit shall be held
by the Employer for the sole benefit of the Participant, Spouse or Beneficiary,
his or her spouse, children or other dependents, or any of them in such manner
and in such proportion as the Committee shall deem proper, free and clear of the
claims of any other party whatsoever.

         6.3 Prerequisites to Benefits. No Participant, or any person claiming
through a Participant, shall have any right or interest in the Plan or any
benefits hereunder unless and until all the terms, conditions and provisions of
the Plan that affect such Participant or such other person shall have been
complied with as specified herein. The Participant shall complete such


                                      -9-
<PAGE>

forms and furnish such information as the Committee may require in the
administration of the Plan.

                                   SECTION 7
                                 CLAIM PROCEDURE

         7.1 Filing Original Claim. Any person who believes he has been
wrongfully denied benefits under the Plan may submit a written claim for
benefits to the Committee. If any portion of the claim for benefits is denied,
the Committee shall give notice stating the reason for the denial, a reference
to the Plan provision, regulation, procedure, determination or other matter on
which the denial was based, a description of any additional information or
materials necessary to complete the claims procedure, and an explanation of this
review procedure. This notice shall be sent to the address stated on the
Employee's claim within a reasonable period of time after receipt of claim.

         7.2 Appeal to Committee. Any Employee, or former Employee, or Spouse or
Beneficiary of either, who has been denied a benefit under the Plan by a
decision of the Committee shall be entitled to request the Committee to give
further consideration to his claim by filing with the Committee a written
request for a review of the decision of denial. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Committee no later than 60 days after receipt
of the written notification of the denial of the claim for benefits. The
Committee shall consider a claim as promptly as practicable and will attempt to
make its decision within 60 days of receipt of the request for review, and no
later than 120 days after the date.

                                   SECTION 8
                                  MISCELLANEOUS

         8.1 Amendment or Termination of the Plan. The Board may, in its sole
discretion, terminate, suspend or amend the Plan at any time or from time to
time, in whole or in part. In addition, the Committee may amend the Plan by its
own action, provided that such amendment is permissible under the authority
granted to the Committee by the Board as set forth in the Committee's charter.
Any such amendment or termination shall not, however, without the written
consent of the affected Participant, adversely affect the rights of a
Participant with respect to any benefits which the Participant is or may become
entitled to receive under the terms of the Participation Agreement, whether or
not then vested.

         8.2 Parachute Payment Limitation. Notwithstanding any contrary
provision of the Plan, the Committee may provide in the Participation Agreement
or in any other agreement with the Participant for a limitation on the
acceleration of vesting and payment of benefits under this Plan to the extent
necessary to avoid or mitigate the impact of the golden parachute excise tax
under Section 4999 of the Code on the Participant, or may provide for a
supplemental payment (a "gross-up payment") to be made to the Participant as
necessary to offset or mitigate the impact of the golden parachute excise tax on
the Participant. If, and only if, neither the Participation Agreement nor any
other agreement with the Participant contains any contrary provision regarding
the method of avoiding or mitigating the impact of the golden parachute excise
tax under Section 4999 of the Code on the Participant, then, notwithstanding any
contrary provision


                                      -10-
<PAGE>

of this Plan, the aggregate present value of all parachute payments payable to
or for the benefit of a Participant, whether payable pursuant to this Plan or
otherwise, shall be limited to three times the Participant's base amount less
one dollar and, to the extent necessary the payment of benefits under this Plan
shall be reduced. For purposes of this Section 8.2, the terms "parachute
payment," "base amount" and "present value" shall have the meanings assigned
thereto under Section 280G of the Code. It is the intention of this Section 8.2,
in the absence of any agreement with the Participant to the contrary, to avoid
excise taxes on the Participant under Section 4999 of the Code or the
disallowance of a deduction to the Company pursuant to Section 280G of the Code.

         8.3 Reliance Upon Information. The Board and the Committee may rely
upon any information supplied to them by an officer of the Employer, the
Employer's legal counsel or by the Employer's independent public accountants in
connection with the administration of the Plan, and shall not be liable for any
decision or action in reliance thereon.

         8.4 Governing Law. The place of administration of the Plan shall be
conclusively deemed to be within the state of Texas, and the validity,
construction, interpretation and effect of the Plan and all rights of any and
all persons having or claiming to have any interest in the Plan shall be
governed by the laws of the state of Texas to the extent such laws are not
preempted by federal law.

         8.5 Severability. All provisions herein are severable, and in the event
any one of them shall be held invalid by any court of competent jurisdiction,
the Plan shall be interpreted as if such invalid provision was not contained
herein.

         8.6 Headings. The headings of the sections of this Plan are inserted
for convenience only and shall not be deemed to constitute a part of this Plan.

         8.7 Word Usage. Words used in the masculine shall apply to the feminine
where applicable and vice versa, and wherever the context of the Plan dictates,
the plural shall be read as the singular and the singular as the plural. The
words "herein," "hereof," "hereinafter" and other conjunctive uses of the word
"here" shall be construed as reference to another portion of this Plan document.
The terms "Section" or "Article," when used as a cross-reference, shall refer to
other Sections or Articles contained in the Plan and not to another instrument,
document or publication unless specifically stated otherwise.

         8.8 Nonwaiver. Failure on the part of any party in any one or more
instances to enforce any of its rights that arise in connection with this Plan,
or to insist upon the strict performance of any of its terms, conditions, or
covenants of this Plan, shall not be construed as a waiver or a relinquishment
for the future of any such rights, terms, conditions or covenants. No waiver of
any condition of this Plan shall be valid unless it is in writing.

         8.9 Plan on File. The Employer shall place this Plan on file in the
office of its principal place of business.

         8.10 Notices. Any notices to be given hereunder by either party to the
other may be effected either by personal delivery in writing or by mail,
registered or certified, postage prepaid,


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<PAGE>

with return receipt requested. Notices delivered personally shall be deemed
communicated as of actual receipt. Mailed notices shall be deemed communicated
as of three (3) days after mailing.

         Executed this 11th day of August, 2004, but effective as of the day and
year first above written.

                                              PRIDE INTERNATIONAL, INC.

Attest:


/s/ W. Gregory Looser                         By: /s/ Paul A. Bragg
------------------------------                   -------------------------------
W. Gregory Looser                                Paul A. Bragg
Secretary                                        Chief Executive Officer


                                      -12-

<PAGE>


                            PRIDE INTERNATIONAL, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                (As Amended and Restated Effective May 18, 2004)

                                   APPENDIX A

                              ACTUARIAL EQUIVALENT

         This Appendix A forms part of the Pride International, Inc.
Supplemental Executive Retirement Plan, as amended and restated effective May
18, 2004 (the "Plan"). Terms used in this Appendix A shall have the meanings
ascribed to them in the Plan, unless the context clearly indicates otherwise.
The provisions of this Appendix A govern the interest rate assumption and
applicable mortality table assumptions under the definition of "Actuarial
Equivalent" in Section 1.3(a) of the Plan, as permitted under such section, as
follows:

The applicable mortality table shall be the 1994 Group Annuity Reserving Table
(94 GAR) assuming 50% males and 50% females, and the interest rate assumption
shall be as defined in Section 417(e)(3)(A)(ii)(II) of the Code for the third
month prior to the beginning of the calendar quarter in which the benefits
commence.


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