<PAGE>
                                                                   EXHIBIT 10.31



                            PRIDE INTERNATIONAL, INC.


                           EMPLOYMENT/NON-COMPETITION/
                            CONFIDENTIALITY AGREEMENT


                                JOHN C.G. O'LEARY


                           EFFECTIVE FEBRUARY 5, 1999




<PAGE>
                                      INDEX

<Table>
<Caption>
<S>      <C>                                                                          <C>
I.       PRIOR AGREEMENTS/EMPLOYMENT CONTRACTS ......................................  4

1.01     Effect of Prior Agreements .................................................  4

II.      DEFINITION OF TERMS ........................................................  4

2.01     Company ....................................................................  4
2.02     Executive/Officer/Employee .................................................  4
2.03     Office/Position/Title ......................................................  4
2.04     Effective Date .............................................................  4
2.05     Change in Control ..........................................................  5
2.06     Termination ................................................................  5
2.07     Customer ...................................................................  7

III.     EMPLOYMENT .................................................................  7

3.01     Employment .................................................................  7
3.02     Best Efforts And Other Employment Of Executive .............................  8
3.03     Term Of Employment .........................................................  8
3.04     Compensation And Benefits ..................................................  9
3.05     Termination Without Change In Control ...................................... 10

IV.      CHANGE IN CONTROL .......................................................... 12

4.01     Extension Of Employment Period ............................................. 12
4.02     Change In Control Termination Payments & Benefits .......................... 13
4.03     Voluntary Resignation Upon Change In Control ............................... 13

V.       NON-COMPETITION AND CONFIDENTIALITY ........................................ 13

5.01     Consideration .............................................................. 13
5.02     Non-Competition ............................................................ 14
5.03     Confidentiality ............................................................ 15
5.04     Geographical Area .......................................................... 16
5.05     Company Remedies For Violation Of Non-Competition Or
             Confidentiality Agreement .............................................. 16
5.06     Termination Of Benefits For Violation Of Non-Competition And
             Confidentiality ........................................................ 17

VI.      GENERAL .................................................................... 17

6.01     Enforcement Costs .......................................................... 17
6.02     Income, Excise Or Other Tax Liability ...................................... 18
6.03     Payment Of Benefits Upon Termination For Cause ............................. 19
6.04     Non-Exclusive Agreement .................................................... 19
</Table>
<PAGE>
<Table>
<Caption>
<S>      <C>                                                                          <C>
6.05     Notices .................................................................... 19
6.06     Non-Alienation ............................................................. 19
6.07     Entire Agreement: Amendment ................................................ 20
6.08     Successors And Assigns ..................................................... 20
6.09     Governing Law .............................................................. 20
6.10     Venue ...................................................................... 20
6.11     Headings ................................................................... 20
6.12     Severability ............................................................... 20
6.13     Partial Invalidity ......................................................... 20
6.14     Counterparts ............................................................... 21
</Table>



<PAGE>
                   EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY
                                   AGREEMENT


DATE:                      February 5, 1999

COMPANY/EMPLOYER:          Pride International, Inc., A Louisiana corporation
                           5847 San Felipe, Suite 3300 Houston, Texas 77057

EXECUTIVE/EMPLOYEE:        John C.G. O'Leary
                           755 Marchmont
                           Houston, Texas 77024

         This Agreement is made as of the date first above written and to become
effective as herein provided.

                                    PREAMBLE

         WHEREAS, the Company wishes to attract and retain well-qualified
Executive and key personnel and to assure itself of the continuity of its
management;

         WHEREAS, Executive is an officer of the Company with significant
management responsibilities in the conduct of its business;

         WHEREAS, the Company recognizes that Executive is a valuable resource
of the Company and the Company desires to be assured of the continued services
of Executive;

         WHEREAS, the Company desires to obtain assurances that Executive 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, Executive 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;


                                  Page 4 of 23
<PAGE>
         WHEREAS, the Company is concerned that in the event of a possible or
threatened change in control of the Company, uncertainties necessarily arise;
Executive may have concerns about the continuation of his employment status and
responsibilities and may be approached by others offering competing employment
opportunities; the Company, therefore, desires to provide Executive assurances
as to the continuation of his employment status and responsibilities in such
event;

         WHEREAS, the Company further desires to assure Executive that, if a
possible or threatened change in control should arise and Executive should be
involved in deliberations or negotiations in connection therewith, Executive
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 Executive from any direct or implied threat to his financial
well-being;

         WHEREAS, Executive is willing to continue to serve as such 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 affect the Company and Executive under
circumstances of regular employment between the Company and the Executive 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 this Employment Agreement is primarily in two
parts. One part deals with the regular employment of Executive under
circumstances whereby no change in control is threatened, occurring or occurred;
herein called "Regular Employment". The second part deals with circumstances
whereby a change in control is threatened, occurring or has occurred. Other
parts of the Agreement deal with matters affecting both Regular Employment and
employment following change in control, including non-competition and
confidentiality;

         WHEREAS, the Company has previously entered into a Severance Agreement
with Executive dated March 11, 1997 ("Severance Agreement");

         WHEREAS, the Company and Executive desire to terminate the Severance
Agreement and replace it with this Agreement; and

         WHEREAS, Executive is willing to enter into and carry out the
Non-Competition and Confidentiality Agreement set forth herein in consideration
of the Employment Agreement set forth herein.


                                  Page 5 of 23


<PAGE>
                                    AGREEMENT

         NOW, THEREFORE, the parties agree as follows:

I.       PRIOR AGREEMENTS/EMPLOYMENT CONTRACTS.

1.01     EFFECT OF 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 Executive 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 Executive, 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 Executive 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. The Severance Agreement is hereby terminated
         with no liability to the Company.


II.      DEFINITION OF TERMS.

2.01     COMPANY. Company means Pride International, Inc., a Louisiana
         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
         Non-Competition and Confidentiality Agreement, Company includes any
         subsidiary or affiliate of the Company to the extent it 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 John C.G.
         O'Leary.

2.03     OFFICE/POSITION/TITLE. The Office, Position and Title for which the
         Executive is employed is that of Vice President - Worldwide Marketing
         of the Company and carries with it the duties, responsibilities,
         rights, benefits and privileges presently held by the Executive, or as
         may reasonably be assigned to the Executive as are customary and usual
         for such position.

2.04     EFFECTIVE DATE.  This Agreement becomes effective and binding as of
         February 5, 1999.


                                  Page 6 of 23

<PAGE>
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 this 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 13(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 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 Company, on a
              basis whereby less than fifty percent (50%) of the total voting
              power of the surviving corporation is represented by shares held
              by former shareholders of the Company prior to such merger or
              consolidation; or

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

2.06     TERMINATION. The term "termination" shall mean termination, prior to
         the expiration of the Employment Period, of the employment of the
         Executive with the Company {including death and disability (as
         described below)} for any reason other than cause (as described below)
         or voluntary resignation (as described below). Termination includes
         "Constructive Termination" as described below. Termination includes
         non-renewal or failure to extend this Agreement at the end of any
         employment term, except for cause.


                                  Page 7 of 23

<PAGE>
         a.   The term "disability" means physical or mental incapacity
              qualifying the Executive for a long-term disability under the
              Company's long-term disability plan. If no such plan exists on the
              Effective Date of this Agreement, the term "disability" means
              physical or mental incapacity as determined by a doctor jointly
              selected by the Executive and the Board of Directors of the
              Company qualifying the Executive for long-term disability under
              reasonable employment standards.

         b.   The term "cause" means: (i) the willful and continued failure of
              the Executive substantially to perform his duties with the Company
              (other than any failure due to physical or mental incapacity)
              after a demand for substantial performance is delivered to him by
              the Board of Directors which 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 Company or (iii) material violation of the
              covenant not to compete (except after termination under the Change
              in Control provisions hereof and confidentiality provisions
              hereof.) No act or failure to act by the Executive 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. The
              unwillingness of the Executive to accept any or all of a change in
              the nature or scope of his position, authorities or duties, a
              reduction in his total compensation or benefits, or other action
              by or at request of the Company in respect of his position,
              authority, or responsibility that is contrary to this Agreement,
              may not be considered by the Board of Directors to be a failure to
              perform or misconduct by the Executive. Notwithstanding the
              foregoing, the Executive shall not be deemed to have been
              terminated for cause for purposes of this Agreement unless and
              until there shall have been delivered to him a copy of a
              resolution, duly adopted by a vote of three-fourths of the entire
              Board of Directors of the Company at a meeting of the Board of
              Directors called and held (after reasonable notice to the
              Executive and an opportunity for the Executive and his counsel to
              be heard before the Board) for the purpose of considering whether
              the Executive has been guilty of such a willful failure to perform
              or such willful misconduct as justifies termination for cause
              hereunder, finding that in the good faith opinion of the Board of
              Directors the Executive has been guilty thereof and specifying the
              particulars thereof.

         c.   The term "Constructive Termination" means any circumstance by
              which the actions of the Company either reduce or change
              Executive's title, position, duties, responsibilities or authority
              to such an extent or in such a manner as to relegate Executive
              to a

                                  Page 8 of 23

<PAGE>
              position not substantially similar to that which he presently
              holds; would degrade, embarrass or otherwise make it unreasonable
              for Executive to remain in the employment of the Company; and
              includes violation of the employment provisions and conditions of
              this Agreement.

         d.   The resignation of the Executive shall be deemed "voluntary" if it
              is for any reason other than one or more of the following:

              (i)   The Executive's resignation or retirement is requested by
                    the Company other than for cause;

              (ii)  Any significant adverse change in the nature or scope of the
                    Executive's position, authorities or duties from those
                    described in this Agreement;

              (iii) Any reduction in the Executive's total compensation or
                    benefits from that provided in the Compensation and Benefits
                    Section hereof;

              (iv)  The material breach by the Company of any other provision of
                    this Agreement;

              (v)   Any action by the Company which would constitute
                    Constructive Termination; or

              (vi)  Non-renewal or failure to extend any employment term,
                    contrary to the wishes of the Executive.

         Termination that entitles the Executive to the payments and benefits
provided in the "Termination Payments and Benefits" Section hereof shall not be
deemed or treated by the Company as the termination of the Executive's
employment or the forfeiture of his participation, award, or eligibility, for
the purpose of any plan, practice or agreement of the Company referred to in the
Compensation and Benefits Section hereof.

2.07     CUSTOMER. The term "Customer" includes all persons, firms or entities
         that are purchasers or end-users of services or products offered,
         provided, developed, designed, sold or leased by the Company during the
         relevant time periods, and all persons, firms or entities which
         control, or which are controlled by, the same person, firm or entity
         which controls such purchase.

III.     EMPLOYMENT.

3.01     EMPLOYMENT. Except as otherwise provided in this Agreement, the Company
         hereby agrees to continue the Executive in its employ, and the
         Executive hereby agrees to

                                  Page 9 of 23

<PAGE>
         remain in the employ of the Company, for the Term of Employment
         ("Employment Period") herein specified. During the Employment Period,
         Executive shall exercise such position and authority and perform such
         responsibilities as are commensurate with the position and authority
         being exercised and duties being performed by the Executive immediately
         prior to the Effective Date of this Agreement, which services shall be
         performed at the location where the Executive was employed immediately
         prior to the Effective Date of this Agreement or at such other location
         as the Company may reasonably require.

3.02     BEST EFFORTS AND OTHER EMPLOYMENT OF EXECUTIVE.

         a.   Executive agrees that he will at all times faithfully,
              industriously and to the best of his ability, experience and
              talents, perform all of the duties that may be required of and
              from him pursuant to the express and implicit terms hereof, to the
              reasonable satisfaction of the Company. Such duties shall be
              rendered at Houston, Texas, and such other place or places within
              or outside the State of Texas as the Company shall agree.

         b.   Executive shall devote his normal and regular business time,
              attention and skill to the business and interests of the Company,
              and the Company shall be entitled to all of the benefits, profits
              or other issue arising from or incident to all work, services and
              advice of Executive performed for the Company. Such employment
              shall be considered "full time" employment. Executive shall have
              the right to make investments in businesses which engage in
              activities other than those engaged by the Company. Executive
              shall also have the right to devote such incidental and immaterial
              amount of his time which are not required for the full and
              faithful performance of his duties hereunder to any outside
              activities and businesses which are not being engaged in by the
              Company and which shall not otherwise interfere with the
              performance of his duties hereunder. Executive shall have the
              right to make investments in the manner and to the extent
              authorized and set forth in the Non-Competition Section of this
              Agreement.

3.03     TERM OF EMPLOYMENT. ("EMPLOYMENT PERIOD"). Executive's regular
         employment (no Change in Control being presently contemplated) will
         commence on the Effective Date of this Agreement and will be for a term
         of two (2) years ending at 12:00 o'clock midnight February 4, 2001;
         thereafter, the Term of Employment of Executive will be automatically
         extended for successive terms of one (1) year each commencing February
         5, 2001, and on February 5 of each year thereafter, unless Company or
         Executive gives

                                  Page 10 of 23

<PAGE>
         written notice to the other that employment will not be renewed or
         continued after the next scheduled expiration date which is not less
         than one year after the date that the notice of non-renewal was
         given. All extended employment terms will be considered to be within
         the Employment Period while Executive is employed with the Company.

3.04     COMPENSATION AND BENEFITS. During the Employment Period the Executive
         shall receive the following compensation and benefits:

         a.   He shall receive an annual base salary of not less than his
              annual base salary which is $217,000.00, with the opportunity for
              increases, from time to time thereafter, which are in accordance
              with the Company's regular executive compensation practices.
              Executive's salary will be reviewed at least annually by the
              Compensation Committee of the Board of Directors.

         b.   To the extent that such plans exist immediately prior to the
              Effective Date of this Agreement, he shall be eligible to
              participate on a reasonable basis, and to continue his existing
              participation, in annual bonus, stock option and other incentive
              compensation plans which provide opportunities to receive
              compensation in addition to his annual base salary which are the
              greater of: (i) the opportunities provided by the Company for
              Executives with comparable duties, or (ii) the opportunities under
              any such plans in which he was participating immediately prior to
              the Effective Date of this Agreement.

         c.   To the extent such plans exist immediately prior to the Effective
              Date of this Agreement, he shall be entitled to receive and
              participate in salaried employee benefits including, but not
              limited to: medical, life, health, accident and disability
              insurance and disability benefits and prerequisites which are the
              greater of: (i) the employee benefits and prerequisites provided
              by the Company to Executives with comparable duties, or (ii) the
              employee benefits and prerequisites to which he was entitled or in
              which he participated immediately prior to the Effective Date of
              this Agreement.

         d.   To the extent such plans exist immediately prior to the Effective
              Date of this Agreement, he will be entitled to continue to accrue
              credited service for retirement benefits and to be entitled to
              receive retirement benefits under and pursuant to the terms of the
              Company's qualified retirement plan for salaried employees, the
              Company's supplemental executive retirement plan, and any
              successor or other retirement plan or agreement in effect on the
              Effective Date of this Agreement in respect to his retirement,
              whether or not a qualified plan or agreement, so that his
              aggregate monthly retirement benefit from all such plans and
              agreements (regardless when he begins to receive such benefit)
              will be not less

                                  Page 11 of 23

<PAGE>
              than it would be had all such plans and agreements were in effect
              immediately prior to the Effective Date of this Agreement and
              continued to be in effect without change until and after he begins
              to receive such benefits.

         e.   Paid vacations each year and use of Company cars
              to the same extent as he is presently receiving or the benefits
              provided to Executives with comparable duties whichever
              is greater.

         f.   Participation in all other executive incentive stock and benefit
              plans approved by the Compensation Committee.

3.05.    TERMINATION WITHOUT CHANGE IN CONTROL. The Company shall have the right
         to terminate Executive at any time during the Employment Period
         (including any extended term). Should the Company choose not to renew
         or extend the Employment Period of this Employment Agreement or choose
         to terminate the Executive during, or at the end of, the Employment
         Period, or in the event of death or disability of the Executive, if the
         termination is not after a Change in Control and is not for cause, the
         Company shall, within thirty (30) days following such termination, pay
         and provide to the Executive (or his Executor, Administrator or Estate
         in the event of death, as soon as reasonably practical):

         a.   An amount equal to two full years of his base salary (including
              the amount allocated to the covenant not to compete), which base
              salary is here defined as twelve (12) times the then current
              monthly salary in effect for the Executive and all other benefits
              due him based upon the salary in effect on the Date of Termination
              (but not less than the highest annual base salary paid to the
              Executive during any of the three (3) years immediately preceding
              his Date of Termination). There shall be deducted only such
              amounts as may be required by law to be withheld for taxes and
              other applicable deductions.

         b.   The Company shall provide to Executive for a period of two (2)
              full years following the Date of Termination, life, health,
              accident and disability insurance. These benefits are not to be
              less than the highest benefits furnished to the Executive during
              the term of this Agreement.

         c.   An amount equal to two (2) times the target award for the
              Executive under the Company's annual bonus plan for the fiscal
              year in which termination occurs, provided that if the Executive
              has deferred his award for such year under a Company plan, the
              payment due the Executive under this subparagraph shall be paid in
              accordance with the terms of the deferral or as specified by the
              Executive.

                                  Page 12 of 23

<PAGE>
         d.   The Company shall pay, distribute and otherwise provide to the
              Executive the amount and value of his entire plan account and
              interest under any retirement plan, employee benefit plan,
              investment plan or stock ownership plan, if any exists on the Date
              of Termination, and all employer contributions made or payable to
              any such plan for his account prior to the end of the month in
              which Termination occurs shall be deemed vested and payable to
              him. Such payment or distribution shall be in accordance with the
              elections made by the Executive with respect to distributions in
              accordance with the plan as if the Executive's employment in the
              Company terminated at the end of the month in which Termination
              occurs.

         e.   All stock options and awards to which the Executive is entitled
              will immediately vest and the time for exercising any option will
              be as specified in the plan as if the Executive were still
              employed by the Company; provided however if the immediate vesting
              of all benefits under the plan is not permitted by the plan, then
              the benefits will be vested only to the extent authorized or
              permitted by the plan.

         f.   If Executive elects to treat the termination as retirement then on
              the Date of Termination, the Executive shall be deemed to have
              retired from the Company. At that time, or at such later time as
              he may elect consistent with the terms of any applicable plan or
              benefit, in order to receive benefits or avoid or minimize any
              applicable early pension reduction provisions, he shall be
              entitled to commence to receive total combined qualified and
              non-qualified retirement benefits to which he is entitled
              hereunder; or, his total non-qualified retirement benefit
              hereunder if under the terms of the Company's qualified retirement
              plan for salaried employees he is not entitled to a qualified
              benefit. Executive may treat the termination as termination other
              than "retirement" if Executive so elects and may defer
              "retirement" to a later date if permitted by any applicable plan.

         g.   The "Compensation and Benefits" Section hereof shall be applicable
              in determining the payments and benefits due the Executive under
              this Section and if Termination occurs after a reduction in all or
              part of the Executive's total compensation or benefits, the lump
              sum severance allowance and other compensation and benefits
              payable to him pursuant to this section shall be based upon his
              compensation and benefits before the reduction.

         h.   If any provision of this Section cannot, in whole or in part, be
              implemented and carried out under the terms of the applicable


                                  Page 13 of 23

<PAGE>
              compensation, benefit or other plan or arrangement of the Company
              because the Executive has ceased to be an actual employee of the
              Company, due to insufficient or reduced credited service based
              upon his actual employment by the Company or because the plan or
              arrangement has been terminated or amended after the Effective
              Date of this Agreement, or for any other reason, the Company
              itself shall pay or otherwise provide the equivalent of such
              rights, benefits and credits for such benefits to the Executive,
              his dependents, beneficiaries and estate as if Executive's
              employment had not been terminated.

         i.   All life, health, hospitalization, medical and accident benefits
              available to Executive's spouse and dependents shall continue for
              the same term as the Executive's benefits. If the Executive dies,
              all benefits will be provided for a term of two (2) years (or
              three (3) years if after a change in control) after the date of
              death of the Executive.

         j.   The Company's obligation under this Section to continue to pay or
              provide health care, life, accident and disability insurance to
              the Executive, the Executive's spouse and Executive's dependents,
              during the remainder of the Employment Period shall be reduced
              when and to the extent any of such benefits are paid or provided
              to the Executive by another employer, provided that the Executive
              shall have all rights afforded to retirees to convert group
              insurance coverage to the individual insurance coverage as, to the
              extent of, and whenever his group insurance coverage under this
              Section is reduced or expires. Apart from this subparagraph, the
              Executive shall have and be subject to no obligation to mitigate.

         k.   The Company shall deduct applicable withholding taxes in
              performing its obligations under this Section.

         Nothing in this Section is intended, nor shall be deemed or
interpreted, to be an amendment to any compensation, benefit or other plan to
the Company. To the extent the Company's performance under this Section includes
the performance of the Company's obligations to the Executive under any other
plan or under another agreement between the Company and the Executive, the
rights of the Executive under such other plan or other agreements, which are
discharged under this Agreement, are discharged, surrendered, or released pro
tanto.

IV.      CHANGE IN CONTROL.

4.01     EXTENSION OF EMPLOYMENT PERIOD.  Upon any Change in Control the


                                  Page 14 of 23

<PAGE>
         Employment Period shall be immediately and without further action
         extended for a term of three (3) years following the Effective Date of
         the Change in Control and will expire at 12:00 o'clock midnight on the
         last day of the month following three (3) years after the Change in
         Control. Thereafter, the Employment Period will be extended for
         successive terms of one (1) year each, unless terminated, all in the
         manner specified in the Term of Employment Section pertaining to
         regular employment.

4.02     CHANGE IN CONTROL, TERMINATION PAYMENTS AND BENEFITS. In the event the
         Executive is terminated within three (3) years following a Change in
         Control, the Executive will receive the payments and benefits specified
         in the "Termination without Change in Control" Section in the same time
         and manner therein specified except as amended and modified hereby:

         a.   The salary and benefits specified in Section 3.05a will be paid
              based upon a multiple of three (3) years (instead of two (2)
              years).

         b.   Life, health, accident and disability insurance specified in
              Section 3.05b will be provided until: (i) Executive becomes
              reemployed and receives similar benefits from a new employer, or
              (ii) three (3) years after the Date of Termination, whichever is
              earlier.

         c.   An amount equal to three (3) times the maximum award that the
              Executive could receive under the Company's Annual Bonus Plan for
              the fiscal year in which the termination occurs, instead of the
              benefits provided in Section 3.05(c) hereof.

         d.   All other rights and benefits specified in Section 3.05.

4.03     VOLUNTARY RESIGNATION UPON CHANGE IN CONTROL. If the Executive
         voluntarily resigns his employment within twelve (12) months after a
         Change in Control (whether or not Company may be alleging the right to
         terminate employment for cause), he will receive the same payments,
         compensation and benefits as if he had been terminated on the date of
         resignation after Change in Control.

V.       NON-COMPETITION AND CONFIDENTIALITY.

5.01     CONSIDERATION. The base salary awarded to the Executive and to be paid
         to the Executive in the future includes consideration for the
         Non-Competition and Confidentiality Agreement set forth herein and the
         amount to be paid to Executive in the event of the termination of
         employment of Executive, voluntarily, involuntarily, or under a Change
         in Control, under Sections 3.05a and 4.02a hereof constitute payment,
         in part, for the Non-Competition and Confidentiality of the Executive.
         It is contracted, stipulated


                                  Page 15 of 23

<PAGE>
         and agreed that fifteen percent (15%) of such amount paid and to be
         paid to the Executive shall constitute the consideration for the
         Non-Competition and Confidentiality Agreement set forth herein.

5.02     NON-COMPETITION. Executive acknowledges that his employment with the
         Company has in the past and will, of necessity, provide him with
         specialized knowledge which, if used in competition with the Company
         could cause serious harm to the Company. Accordingly, the Executive
         agrees that during his employment with the Company and for a period of
         two (2) years after he is no longer employed by the Company (unless his
         employment is terminated after a Change in Control, in which event
         there will be no covenant not to compete and the provisions of the
         covenant not to compete herein contained will terminate on the date of
         termination of Executive) the Executive will not, directly or
         indirectly, either as an individual, proprietor, stockholder {other
         than as a holder of up to one percent (1%) of the outstanding shares of
         a corporation whose shares are listed on a stock exchange or traded in
         accordance with the automated quotation system of the National
         Association of Securities Dealers}, partner, officer, employee or
         otherwise:

         a.   work for, become an employee of, invest in, provide consulting
              services or in any way engage in any business which provides,
              produces, leases or sells products or services of the same or
              similar type provided, produced, leased or sold by the Company and
              with regard to which Executive was engaged, or over which
              Executive had direct or indirect supervision or control, within
              three (3) years preceding the Executive's termination of
              employment, in any area where the Company provided, produced,
              leased or sold such products or services at any time during the
              three (3) years preceding such termination of employment; or

         b.   provide, sell, offer to sell, lease, offer to lease, or solicit
              any orders for any products or services which the Company provided
              and with regard to which the Executive had direct or indirect
              supervision or control, within three (3) years preceding
              Executive's termination of employment, to or from any person, firm
              or entity which was a customer for such products or services of
              the Company during the three (3) years preceding such termination
              from whom the Company had solicited business during such three (3)
              years; or

         c.   solicit, aid, counsel or encourage any officer, director, employee
              or other individual to: (i) leave his or her employment or
              position with the Company, (ii) compete with the business of the
              Company, or (iii) violate the terms of any employment,
              non-competition or similar

                                  Page 16 of 23

<PAGE>
              agreement with the Company; or

         d.   employ, directly or indirectly; permit the employment of; contract
              for services or work to be performed by; or otherwise, use,
              utilize or benefit from the services of any officer, director,
              employee or any other individual holding a position with the
              Company within two (2) years after the Date of Termination of
              employment of Executive with the Company or within two (2) years
              after such officer, director, employee or individual terminated
              employment with the Company, whichever occurs earlier.

5.03     CONFIDENTIALITY. Executive acknowledges that his employment with the
         Company has in the past and will, of necessity, provide him with
         specialized knowledge which, if used in competition with the Company,
         or divulged to others, could cause serious harm to the Company.
         Accordingly, Executive will not at any time during or after his
         employment by the Company, directly or indirectly, divulge, disclose or
         communicate to any person, firm or corporation (in any manner
         whatsoever) any information concerning any matter affecting or relating
         to the Company or the business of the Company. While engaged as an
         employee of the Company, Executive may only use information concerning
         any matters affecting or relating to the Company or the business of the
         Company for a purpose which is necessary to the carrying out of the
         Executive's duties as an employee of the Company, and Executive may not
         make use of any information of the Company after he is no longer an
         employee of the Company. The Executive agrees to the foregoing without
         regard to whether all of the foregoing matters will be deemed
         confidential, material or important, it being stipulated by the
         parties. All information, whether written or otherwise, regarding the
         Company's business, including, but not limited to, information
         regarding customers, customer lists, costs, prices, earnings, products,
         services, formulae, compositions, machinery, equipment, apparatus,
         systems, manufacturing procedures, operations, potential acquisitions,
         new location plans, prospective and executed contracts and other
         business arrangements, and sources of supply, is prima facie presumed
         to be important, material and confidential information of the Company
         for the purposes of this Agreement, except to the extent that such
         information may be otherwise lawfully and readily available to the
         general public. The Executive further agrees that he will, upon
         termination of his employment with the Company, return to the Company
         all books, records, lists and other written, typed or printed
         materials, whether furnished by the Company or prepared by the
         Executive, which contain any information relating to the Company's
         business, and the Executive agrees that he will neither make nor retain
         any copies of such materials after termination of employment.
         Notwithstanding any of the foregoing, the Executive will not be liable
         for any breach of these confidentiality provisions unless the same
         constitutes a material detriment



                                 Page 17 of 23

<PAGE>
         to the Company, or due to the nature of the information divulged and
         the manner in which it was divulged and the person to whom it was
         divulged would likely cause damage to the Company or constitute a
         material detriment to the Company.

5.04     GEOGRAPHICAL AREA. The geographical area within which the
         non-competition covenants of this Agreement shall apply is that
         territory within two hundred (200) miles of: (i) any of the Company's
         present offices, (ii) any of the Company's present rig yards, and (iii)
         any additional location where the Company, as of the date of any action
         taken in violation of the non-competition covenants of this Agreement,
         has an office, a rig yard, or definitive plans to locate an office or a
         rig yard. Notwithstanding the foregoing, if the two hundred (200) mile
         radius extends into another country and the Company is not then doing
         business in that other country, there will be no territorial
         limitations extending into such other country.

5.05     COMPANY REMEDIES FOR VIOLATION OF NON-COMPETITION OR CONFIDENTIALITY
         AGREEMENT. Without limiting the right of the Company to pursue all
         other legal and equitable rights available to it for violation of any
         of the covenants made by Executive herein, it is agreed that:

         a.   the skills, experience and contacts of Executive are of a special,
              unique, unusual and extraordinary character which give them a
              peculiar value;

         b.   because of the business of the Company, the restrictions agreed to
              by Executive as to time and area contained in this Agreement are
              reasonable; and

         c.   the injury suffered by the Company by a violation of any covenant
              in this Agreement resulting from loss of profits created by the
              competitive use of such skills, experience and contacts that
              otherwise will be difficult to calculate in damages in an action
              at law and cannot fully compensate the Company for any violation
              of any covenant in this Agreement, accordingly:

              (i)   the Company shall be entitled to injunctive relief to
                    prevent violations of such covenants or continuing
                    violations thereof and to prevent Executive from rendering
                    any services to any person, firm or entity in breach of such
                    covenant and to prevent Executive from divulging any
                    confidential information, and

              (ii)  compliance with this Agreement is a condition


                                  Page 18 of 23


<PAGE>
                    precedent to the Company's obligation to make payments of
                    any nature to the Executive.

5.06     TERMINATION OF BENEFITS FOR VIOLATION OF NON-COMPETITION AND
         CONFIDENTIALITY. If Executive's termination was not after a Change in
         Control and if the Executive shall have materially violated the
         Confidentiality and/or Non-Competition Agreement or any agreement he
         may have signed as an employee of the Company, the Executive agrees
         that there shall be no obligation on the part of the Company to provide
         any payments or benefits (other than payments or benefits already
         earned or accrued) described in the Termination of Rights and Benefits
         Section hereof, subject to the provisions of Section 6.01 hereof. There
         will be no withholding of benefits or payments if the termination
         occurred after a Change in Control and Executive will not be bound by
         the non-competition provisions if terminated while the Change in
         Control provisions hereof are applicable.

VI.      GENERAL.

6.01     ENFORCEMENT COSTS. The Company is aware that upon the occurrence of a
         Change in Control, or under other circumstances even when a Change in
         Control has not occurred, the Board of Directors or a stockholder of
         the Company may then cause or attempt to cause the Company to refuse to
         comply with its obligations under this Agreement, or may cause or
         attempt to cause the Company to institute, or may institute, litigation
         seeking to have this Agreement declared unenforceable, or may take, or
         attempt to take other action to deny Executive the benefits intended
         under this Agreement; or actions may be taken to enforce the
         non-competition or confidentiality provisions of this Agreement. In
         these circumstances, the purpose of this Agreement could be frustrated.
         It is the intent of the parties that the Executive not be required to
         incur the legal fees and expenses associated with the protection or
         enforcement of his rights under this Agreement by litigation or other
         legal action because such costs would substantially detract from the
         benefits intended to be extended to Executive hereunder, nor be bound
         to negotiate any settlement of his rights hereunder under threat of
         incurring such costs. Accordingly, if at any time after the Effective
         Date of this Agreement, it should appear to Executive that the Company
         is or has acted contrary to or is failing or has failed to comply with
         any of its obligations under this Agreement for the reason that it
         regards this Agreement to be void or unenforceable, that Executive has
         violated the terms of this Agreement, or for any other reason, or that
         the Company has purported to terminate his employment for cause or is
         in the course of doing so, or is withholding payments or benefits, or
         is threatening to withhold payments or benefits, contrary to this
         Agreement, or in the event that the Company or any other person takes
         any action to declare this Agreement void or unenforceable, or
         institutes any litigation or other legal action


                                  Page 19 of 23

<PAGE>
         designed to deny, diminish or to recover from Executive the benefits
         provided or intended to be provided to him hereunder, and Executive has
         acted in good faith to perform his obligations under this Agreement,
         the Company irrevocably authorizes Executive from time to time to
         retain counsel of his choice at the expense of the Company to represent
         him in connection with the protection and enforcement of his rights
         hereunder, including, without limitation, representation in connection
         with termination of his employment or withholding of benefits or
         payments contrary to this Agreement or with the initiation or defense
         of any litigation or any other legal action, whether by or against the
         Executive or the Company or any Director, Officer, stockholder or other
         person affiliated with the Company, in any jurisdiction. Company is not
         authorized to withhold the periodic payments of attorneys' fees and
         expenses hereunder based upon any belief or assertion by the Company
         that Executive has not acted in good faith or has violated this
         Agreement. If Company subsequently establishes that Executive was not
         acting in good faith and has violated this Agreement, Executive will be
         liable to the Company for reimbursement of amounts paid due to
         Executive's actions not based on good faith and in violation of this
         Agreement. The reasonable fees and expenses of counsel selected from
         time to time by Executive as hereinabove provided shall be paid or
         reimbursed to Executive by the Company, on a regular, periodic basis
         within thirty (30) days after presentation by Executive of a statement
         or statements prepared by such counsel in accordance with its customary
         practices, up to a maximum aggregate amount of $250,000.00.

6.02     INCOME, EXCISE OR OTHER TAX LIABILITY. Executive will be liable for and
         will pay all income tax liability by virtue of any payments made to the
         Executive under this Agreement, as if the same were earned and paid in
         the normal course of business and not the result of a Change in Control
         and not otherwise triggered by the "golden parachute" or excess payment
         provisions of the Internal Revenue Code of the United States, which
         would cause additional tax liability to be imposed. If any additional
         income tax, excise or other taxes are imposed on any amount or payment
         in the nature of compensation paid or provided to or on behalf of
         Executive, the Company shall "gross up" Executive for such tax
         liability by paying to Executive an amount sufficient so that after
         payment of all such taxes so imposed Executive's position on an
         after-tax basis is what it would have been had no such additional taxes
         been imposed. Executive will cooperate with the company to minimize the
         tax consequences to the Executive and to the Company so long as the
         actions proposed to be taken by the Company do not cause any additional
         tax consequences to Executive and do not prolong or delay the time that
         payments are to be made, or the amount of payments to be made, unless
         the Executive consents, in writing, to any delay or deferment of
         payment.



                                  Page 20 of 23

<PAGE>
6.03     PAYMENT OF BENEFITS UPON TERMINATION FOR CAUSE. If the termination of
         Executive is for cause and not after a Change in Control, the Company
         will have the right to withhold all payments (except those specified in
         Sections 6.01); provided, however, that if a final judgment is entered
         finding that cause did not exist for termination, the Company will pay
         all benefits to Executive to which he would have been entitled had the
         termination not been for cause, plus interest on all amounts withheld
         from the Executive at the rate specified for judgments under Article
         5069-1.05 V.A.T.S. but not less than ten percent (10%) per annum. If
         the termination for cause occurs after a Change in Control, the Company
         shall have no right to suspend or withhold payments to Executive under
         any provision of this Agreement until or unless a final judgment is
         entered upholding the Company's determination that the termination was
         for cause, in which event Executive will be liable to the Company for
         all amounts paid, plus interest at the rate allowed for judgments under
         Article 5069-1.05 V.A.T.S.

6.04     NON-EXCLUSIVE AGREEMENT. The specific arrangements referred to herein
         are not intended to exclude or limit Executive's participation in other
         benefits available to executive personnel generally, or to preclude or
         limit other compensation or benefits as may be authorized by the Board
         of Directors of the Company at any time, or to limit or reduce any
         compensation or benefits to which Executive would be entitled but for
         this Agreement.

6.05     NOTICES. Notices, requests, demands and other communications provided
         for by this Agreement shall be in writing and shall either be
         personally delivered by hand or sent by: (i) Registered or Certified
         Mail, return receipt requested, postage prepaid, properly packaged,
         addressed and deposited in the United States Postal System; (ii) by
         facsimile transmission if the receiver acknowledges receipt; or (iii)
         by Federal Express or other expedited delivery service provided that
         acknowledgment of receipt is received and retained by the deliverer and
         furnished to the sender, if to Executive, at the last address he has
         filed in writing with the Company, or if to the Company, to its
         Corporate Secretary at its principal executive offices.

6.06     NON-ALIENATION. Executive shall not have any right to pledge,
         hypothecate, anticipate, or in any way create a lien upon any amounts
         provided under this Agreement, and no payments or benefits due
         hereunder shall be assignable in anticipation of payment either by
         voluntary or involuntary acts or by operation of law. So long as
         Executive lives, no person, other than the parties hereto, shall have
         any rights under or interest in this Agreement or the subject matter
         hereof. Upon the death of Executive, his Executors, Administrators,
         devisees and heirs, in that order, shall have the right to enforce the
         provisions hereof.




                                  Page 21 of 23

<PAGE>
6.07     ENTIRE AGREEMENT: AMENDMENT. This Agreement constitutes the entire
         agreement of the parties with respect to the subject matter hereof. No
         provision of this Agreement may be amended, waived, or discharged
         except by the mutual written agreement of the parties. The consent of
         any other person(s) to any such amendment, waiver or discharge shall
         not be required.

6.08     SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
         to the benefit of the Company, its successors and assigns, by operation
         of law or otherwise, including, without limitation, any corporation or
         other entity or persons which shall succeed (whether direct or
         indirect, by purchase, merger, consolidation or otherwise) to all or
         substantially all of the business and/or assets of the Company, and the
         Company will require any successor, by agreement in form and substance
         satisfactory to Executive, expressly to assume and agree to perform
         this Agreement. Except as otherwise provided herein, this Agreement
         shall be binding upon and inure to the benefit of Executive and his
         legal representatives, heirs and assigns, provided however, that in the
         event of Executive's death prior to payment or distribution of all
         amounts, distributions and benefits due him hereunder, each such unpaid
         amount and distribution shall be paid in accordance with this Agreement
         to the person or persons designated by Executive to the Company to
         receive such payment or distribution and in the event Executive has
         made no applicable designation, to his Estate. If the Company should
         split, divide or otherwise become more than one entity, all liability
         and obligations of the Company shall be the joint and several liability
         and obligation of all of the parties.

6.09     GOVERNING LAW. Except to the extent required to be governed by the laws
         of the State of Louisiana because the Company is incorporated under the
         laws of said State, the validity, interpretation and enforcement of
         this Agreement shall be governed by the laws of the State of Texas.

6.10     VENUE. To the extent permitted by applicable State and Federal law,
         venue for all proceedings hereunder will be in Harris County, Texas.

6.11     HEADINGS. The headings in this Agreement are inserted for convenience
         of reference only and shall not affect the meaning or interpretation of
         this Agreement.

6.12     SEVERABILITY. In the event that any provision or portion of this
         Agreement shall be determined to be invalid or unenforceable for any
         reason, the remaining provisions of this Agreement shall be unaffected
         thereby and shall remain in full force and effect.

6.13     PARTIAL INVALIDITY. In the event that any part, portion or Section of
         this


                                  Page 22 of 23

<PAGE>
         Agreement is found to be invalid or unenforceable for any reason, the
         remaining provisions of this Agreement shall be binding upon the
         parties hereto and the Agreement will be construed to give meaning to
         the remaining provisions of this Agreement in accordance with the
         intent of this Agreement.

6.14     COUNTERPARTS. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be original, but all of
         which together constitute one and the same instrument.


         IN WITNESS WHEREOF, Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors and the Compensation Committee,
the Company has caused these presents to be executed in its name and on its
behalf, and its corporate seal to be hereunto affixed and attested by its
Secretary or Assistant Secretary, all as of the day and year first above
written.

         Executed in multiple originals and/or counterparts as of the Effective
Date.





                                           /s/ JOHN C. G. O'LEARY
                                           -------------------------------------
                                           JOHN C.G. O'LEARY



                                           PRIDE INTERNATIONAL, INC.


CORPORATE SEAL


                                           BY: /s/ RAY H. TOLSON
                                              ----------------------------------
                                           RAY H. TOLSON
                                           CEO and Chairman of the Board


ATTEST:

BY: /s/ Frida A. Martinez
   -------------------------------
Frida A. Martinez
Assistant Secretary


                                  Page 23 of 23