<PAGE>
                                                                   EXHIBIT 10.11



                           SECOND AMENDED AND RESTATED
                             SHAREHOLDERS AGREEMENT



                                      AMONG



                            PRIDE INTERNATIONAL, INC.



                  FIRST RESERVE FUND VII, LIMITED PARTNERSHIP,
                       FIRST RESERVE FUND VIII, L.P., AND
                           FIRST RESERVE FUND IX, L.P.


                                  MARCH 4, 2002





<PAGE>

                           SECOND AMENDED AND RESTATED
                             SHAREHOLDERS AGREEMENT

         This Second Amended and Restated Shareholders Agreement (this
"Agreement") is entered into as of the 4th day of March, 2002 by and among Pride
International, Inc., a Delaware corporation (the "Company"), First Reserve Fund
VII, Limited Partnership, a Delaware limited partnership ("First Reserve VII"),
First Reserve Fund VIII, L.P., a Delaware limited partnership ("First Reserve
VIII") and First Reserve Fund IX, L.P., a Delaware limited partnership ("First
Reserve IX") (collectively, "First Reserve").

                                   WITNESSETH:

         WHEREAS, pursuant to that certain Securities Purchase Agreement entered
into by and between First Reserve VII and Pride International, Inc., a Louisiana
corporation and the predecessor of the Company ("Pride-Louisiana"), dated as of
May 5, 1999, as amended by the Letter Agreements dated June 4, 1999, June 18,
1999, June 21, 1999 and July 14, 1999, by the Put and Exchange Agreement dated
September 14, 1999 and by the Exchange Agreement dated March 9, 2001 (as so
amended, the "Purchase Agreement"), First Reserve VII received upon consummation
of the transactions contemplated by the Purchase Agreement, shares of common
stock of Pride-Louisiana;

         WHEREAS, pursuant to that certain Securities Purchase Agreement entered
into by and among First Reserve VIII, Pride-Louisiana and Twin Oaks Financial
Ltd. dated as of March 31, 2000 (the "Second Purchase Agreement"), First Reserve
VIII received upon consummation of the transactions contemplated thereby
additional shares of such common stock;

         WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
as of May 23, 2001, among Pride-Louisiana, the Company, Marine Drilling
Companies, Inc., a Texas corporation ("Marine"), and AM Merger, Inc., a Delaware
corporation ("AM Merger"), following the merger of Marine with and into AM
Merger, Pride-Louisiana merged with and into the Company, with the Company
surviving, pursuant to which merger each outstanding share of the common stock
of Pride-Louisiana was converted into one share of common stock, par value $.01
per share, of the Company (the "Common Stock");

         WHEREAS, in connection with an offering of 2 1/2% Convertible Senior
Notes Due 2007 of the Company (the "Note Offering"), First Reserve IX may
purchase up to 7,874,015 shares of Common Stock (the "First Reserve IX
Purchase"); and

         WHEREAS, in connection with the Note Offering, the parties hereto
desire to amend and restated the First Amended and Restated Shareholders
Agreement, dated March 31, 2000, as amended by the Exchange Agreement dated
March 9, 2001, on the terms set forth herein.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:




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<PAGE>

                                    ARTICLE 1
                                  DEFINED TERMS

         Section 1.1 Defined Terms. The following capitalized terms when used in
this Agreement shall have the following meanings:

         "Affiliate" shall have the respective meanings assigned thereto in Rule
405 as presently promulgated under the Securities Act.

         "Amethyst Agreements" means the Put and Exchange Agreement dated
September 14, 1999 between the Company and First Reserve, as amended by the
Exchange Agreement dated March 9, 2001 among the Company, First Reserve VII and
First Reserve VIII.

         "beneficial ownership" and "group" shall have the respective meanings
assigned thereto in Rules 13d-3 and 13d-5 as presently promulgated under the
Exchange Act.

         "Board" means the Board of Directors of the Company.

         "Common Stock" has the meaning assigned in the Recitals to this
Agreement.

         "Company Securities" means, collectively, the Common Stock and any
class or series of the Company's preferred stock, and any other securities,
warrants or options or rights of any nature (whether or not issued by the
Company) that are convertible into, exchangeable for, or exercisable for the
purchase of, or otherwise give the holder thereof any rights in respect of
Common Stock, or any class or series of Company preferred stock that is entitled
to vote generally for the election of directors or otherwise.

         "Director" means any member of the Board.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "First Reserve Group" means, collectively, First Reserve and its
Affiliates; provided, however, that a Person shall not be deemed a member of the
First Reserve Group if the only reason that such Person would be deemed an
Affiliate of First Reserve is because it is (a) a limited partner of First
Reserve, (b) an operating company in which First Reserve (and/or any other fund
or funds similar to First Reserve that is controlled by, controlling or under
common control with First Reserve) has an investment, but in which First Reserve
and such other funds do not, in the aggregate (i) have at least a majority of
the voting power (defined in a manner consistent with the definition of Voting
Power set forth herein with respect to the Company) of the securities of such
operating company, or (ii) the contractual right to designate at least a
majority of the members of the board of directors (or similar governing body) of
such operating company, or (c) an Affiliate of an operating company described in
clause (b) who is not otherwise an Affiliate of the First Reserve Group.

         "HSR Waiting Period" shall mean any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.




                                       3
<PAGE>

         "Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or other entity of whatever nature.

         "Purchase Agreement" shall have the meaning assigned in the Recitals to
this Agreement.

         "Purchase Agreements" means, when the plural is used, the Purchase
Agreement and the Second Purchase Agreement, collectively.

         "Registration Rights Agreement" means the provisions of Article 5
hereof, as amended, modified or supplemented from time to time.

         "Second Purchase Agreement" shall have the meaning assigned in the
Recitals to this Agreement.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Termination Date" means April 1, 2009.

         "Voting Power" means, at, any measurement date, the total number of
votes that could have been cast in an election of directors of the Company had a
meeting of the stockholders of the Company been duly held based upon a record
date as of the measurement date if all Company Securities then outstanding and
entitled to vote at such meeting were present and voted to the fullest extent
possible at such meeting.

         Section 1.2 Other Definitions. Definitions applicable to the
Registration Rights Agreement provisions of this Agreement are found in
Article 5 hereof.

         Section 1.3 Construction. Whenever the context requires, the gender of
all words used in this Agreement includes the masculine, feminine, and neuter,
and the singular shall include the plural, and vice versa. Except as specified
otherwise, all references to Articles and Sections refer to articles and
sections of this Agreement, and all references to exhibits are to Exhibits
attached to this Agreement, each of which is made a part of this Agreement for
all purposes. The word "including" shall mean "including, without limitation"
unless the context otherwise requires.

                                    ARTICLE 2
                           BOARD OF DIRECTORS; VOTING

         Section 2.1 Election of Directors.

                  (a) First Reserve VIII shall have the right (i) to nominate
one person for election to the Board; provided, however, that the person
nominated shall be a managing director or other higher official of First Reserve
Corporation or otherwise be reasonably acceptable to the Company, and (ii) (A)
to receive all notices, reports and other communications sent to Directors at
the same time they are transmitted to Directors, and to receive reasonable
notice of and to have



                                       4
<PAGE>

one representative attend any meeting of the Company's Board, (B) to consult
with and advise members of senior management of the Company, and (C) upon
reasonable notice, to have access to the books and records of the Company. First
Reserve VIII may assign (without notice to the Company) any or all of the rights
under this Article II to First Reserve VII or First Reserve IX to the extent
deemed advisable by First Reserve in order to comply with laws and regulations
applicable to the First Reserve Group and the members thereof; provided,
however, that First Reserve VIII shall not be able to assign such rights to
First Reserve IX unless and until any applicable HSR Waiting Period with respect
to the First Reserve IX Purchase shall have expired or been terminated. First
Reserve IX hereby represents and warrants to the Company that it is acquiring
the Common Stock pursuant to the First Reserve IX Purchase solely for the
purpose of investment and that it has no intention of participating in the
formulation, determination or direction of the basic business decisions of the
Company unless and until such HSR Waiting Period shall have expired or been
terminated. If any such assignment takes place, all references in this Article 2
shall thereafter be deemed to refer to the assignee of such rights. First
Reserve VIII hereby designates William E. Macaulay as its initial nominee for
election to the Company's Board.

                  (b) At each election of directors at which the term of the
nominee of First Reserve VIII as a director of the Company expires, the Company
will nominate the designee of First Reserve VIII for election to the Company's
Board for the succeeding term for which Directors are elected, will recommend
his or her election to the Company's stockholders and otherwise will use its
reasonable best efforts to cause the Company's stockholders to elect the
designee of First Reserve VIII to the Company's Board. The Company shall use its
reasonable best efforts to solicit from its stockholders proxies voted in favor
of such nominee, and shall vote all management proxies in favor of such nominee,
except for such proxies that specifically indicate to the contrary. The rights
set forth in this Section 2.1(a) shall survive until the termination of this
Agreement as provided in Section 6.1 hereof.

                  (c) In the event that any Director designated pursuant to
Section 2.1(a) for any reason ceases to serve as a member of the Board during
his term of office, First Reserve VIII shall be entitled to designate a
successor Director to fill the vacancy created thereby on the terms and subject
to the conditions of this Section 2.1. If and to the extent that the remaining
members of the Board are entitled to fill vacancies on the Board, upon the
occurrence of any vacancy, the Board will promptly take any actions necessary to
fill such vacancies in accordance with the foregoing provision in order to cause
the election of the nominee of First Reserve VIII.

         Section 2.2 No Inconsistent Company Actions. The Company hereby agrees
not to take any action inconsistent with the provisions of Section 2.1.

                                    ARTICLE 3
                   ACQUISITION AND SALE OF COMPANY SECURITIES

         Section 3.1. Company Securities. First Reserve covenants and agrees
with the Company that, without the consent of the Company, except for the
Company Securities acquired pursuant to the Purchase Agreements or any similar
agreement to which the Company and First Reserve (or its Affiliates or
designees) are parties, any Company Securities acquired with the



                                       5
<PAGE>

consent of the Company (including Company Securities acquired pursuant to the
First Reserve IX Purchase) and any Company Securities issued pursuant to a stock
split, stock dividend or recapitalization with respect to such Company
Securities, no member of the First Reserve Group shall, directly or indirectly,
acquire any Company Securities, if the effect of such acquisition, agreement or
other action would be to increase the aggregate beneficial ownership of Company
Securities by the First Reserve Group to an amount exceeding 19% of either the
Voting Power or the number of outstanding shares of any class or series of
Company Securities. The Company has taken all necessary action to, and will
continue to, ensure that no member of the First Reserve Group will become an
"Acquiring Person" under the Rights Agreement, dated as of September 13, 2001,
between the Company and American Stock Transfer & Trust Company, as rights
agent, as it may be amended from time to time, as a result of any purchase of
Company Securities in compliance with this Section 3.1.

         Section 3.2 Distribution of Company Securities. First Reserve covenants
that it shall not, and that it shall cause each other member of the First
Reserve Group that it controls not to, directly or indirectly, sell, transfer
beneficial ownership of, pledge, hypothecate or otherwise dispose of any Company
Securities, except by conversion, exchange or exercise of such Company
Securities pursuant to their terms in a manner not otherwise in violation of
Section 3.1 or pursuant to:

                  (a) a bona fide pledge of or the granting of a security
interest or any other lien or encumbrance in such Company Securities to a lender
that is not a member of the First Reserve Group to secure a bona fide loan for
money borrowed made to one or more members of the First Reserve Group, the
foreclosure of such pledge or security interest or any other lien or encumbrance
that may be placed involuntarily upon any Company Securities, or the subsequent
sale or other disposition of such Company Securities by such lender or its
agent;

                  (b) a transfer, assignment, sale or disposition of such
Company Securities to another member of the First Reserve Group that has signed
this Agreement;

                  (c) a distribution of Company Securities to any partner of
First Reserve; provided that any distributee that is a member of the First
Reserve Group has signed this Agreement; and provided, further that any
arrangements coordinated or initiated by or on behalf of First Reserve to assist
its limited partners in the sale of Company Securities distributed to them must
comply with the provisions of this Section 3.2;

                  (d) sales in public offerings registered under the Securities
Act;

                  (e) sales effected in compliance with the provisions of Rule
144 under the Securities Act;

                  (f) other privately negotiated sales of Company Securities;

                  (g) upon consummation of or otherwise in connection with a
business combination or similar transaction involving the Company that is
approved by the Board;




                                       6
<PAGE>

                  (h) sales in a tender offer open to all holders of Company
Securities; or

                  (i) put rights and call rights granted in the Second Purchase
Agreement.

Notwithstanding anything to the contrary in this Section 3.2, in effecting any
sale, transfer of any beneficial interest in or other disposition of Company
Securities pursuant to Sections 3.2(c), (d) and (f), above, the members of the
First Reserve Group selling, transferring or disposing such Company Securities
shall, unless the Company consents otherwise, use their reasonable best efforts
to refrain from knowingly selling, transferring or disposing of such number of
Company Securities as represent either the right to acquire or ownership of 5%
or more of the Voting Power to any one Person or group of Persons (other than
Twin Oaks Financial Ltd.).

         Section 3.3. Proxy Solicitations. First Reserve agrees that as a
stockholder, the First Reserve Group shall vote or cause to be voted all Company
Securities of which any member of the First Reserve Group is the beneficial
owner with respect to each matter submitted to the Company's stockholders
providing for, involving, expected to facilitate or that could reasonably be
expected to result in a business combination or other change in control of the
Company that has not been approved by the Board (including without limitation
the election or removal of one or more Company directors or one or more nominees
for director proposed by the Board), either (a) in the manner recommended by the
Board, or (b) proportionately with all other holders of Company Securities
voting with respect to such matter (provided, that the First Reserve Group shall
at all times retain the power to vote for the election of the nominee of First
Reserve VIII or its assignee to the Company's Board). First Reserve hereby
agrees that it and each member of the First Reserve Group that it controls shall
not take any action, or solicit proxies in any fashion, inconsistent with the
provisions of this Section 3.3.

         Section 3.4. Groups. First Reserve covenants that it shall not, and
that no other member of the First Reserve Group that it controls shall, join a
partnership, limited partnership, syndicate or other group, or otherwise act in
concert with any other Person, for the purpose of acquiring, holding, voting or
disposing of any Company Securities, other than the First Reserve Group itself.

         Section 3.5. Limitation on Covenants. Notwithstanding any provision to
the contrary in this Agreement, during any period that any person designated by
First Reserve VIII to serve as a Director in accordance with the provisions of
Section 2.1(a) is not serving as a Director as a result of the failure of the
Company or the Board to comply with the terms of this Agreement, or if any such
designee is not elected by the stockholders (and Section 2.1(a) and Section 2.2
are complied with), then the covenants set forth in this Article 3 shall cease
to be effective during such period; provided, however, that if a person
designated by First Reserve ceases to be a Director by reason of death or
resignation, then the provisions of this Section 3.5 shall not apply if the
Board appoints First Reserve VIII's (or its assignee's) designated replacement
to fill any such vacancy within 15 business days after the Company receives
notice of such designation. The provisions of this Section 3.5 shall be in
addition to any other remedies that First Reserve may have in connection with a
breach of the provisions of Article 2 hereof.




                                       7
<PAGE>

                                    ARTICLE 4
                         LEGEND AND STOP TRANSFER ORDER

         Section 4.1 Legend and Stop Transfer Order. To assist in effectuating
the provisions of this Agreement, First Reserve hereby consents: (a) to the
placement, on certificates issued with respect to the shares of Common Stock
issued to it pursuant to the Purchase Agreements or otherwise promptly after any
Company Securities become subject to the provisions of this Agreement, of the
following legend on all certificates representing ownership of Company
Securities owned of record by any member of the First Reserve Group or by any
Person where a member of the First Reserve Group is the beneficial owner
thereof, until such shares are sold, transferred or disposed in a manner
permitted hereby to a Person who is not then a member of the First Reserve
Group:

         THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
         PROVISIONS OF AN AGREEMENT AMONG PRIDE INTERNATIONAL, INC. AND FIRST
         RESERVE FUND VII, LIMITED PARTNERSHIP, FIRST RESERVE FUND VIII, L.P.,
         AND FIRST RESERVE FUND IX, L.P. AND MAY NOT BE VOTED, SOLD,
         TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN
         ACCORDANCE THEREWITH. COPIES OF THE AGREEMENT ARE ON FILE AT THE OFFICE
         OF THE CORPORATE SECRETARY OF PRIDE INTERNATIONAL, INC.

; and (b) to the entry of stop transfer orders with the transfer agent or agents
of Company Securities against the transfer of Company Securities, except in
compliance with the requirements of this Agreement, or if the Company acts as
its own transfer agent with respect to any Company Securities, to the refusal by
the Company to transfer any such securities, except in compliance with the
requirements of this Agreement. The Company agrees to remove promptly all
legends and stop transfer orders with respect to the transfer of Company
Securities being made to a Person who is not then a member of the First Reserve
Group in compliance with the provisions of this Agreement.

                                    ARTICLE 5
                          REGISTRATION RIGHTS AGREEMENT

         Section 5.1. Defined Terms. The following capitalized terms when used
in this Registration Rights Agreement shall have the following meanings:

         "Amethyst Registrable Securities" means the shares of Common Stock that
(i) are Registrable Securities and (ii) are received by a member of the First
Reserve Group upon exchange of the Exchangeable Stock pursuant to Section 5.10
or 5.11 of the Purchase Agreement or would be received by a member of the First
Reserve Group upon exercise of its right to exchange the Exchangeable Stock
pursuant to Section 5.10 of the Purchase Agreement. For purposes hereof, the
"Exchangeable Stock" shall consist of the 1,250 common shares, par value $1.00
per share, of Pride Amethyst II Ltd. ("Amethyst II") distributed to First
Reserve VIII and First Reserve VII (or to another member of First Reserve Group)
pursuant to the Master



                                       8
<PAGE>

Restructuring Agreement, dated as of March 9, 2001, among the Company,
Drillpetro Inc. ("Drillpetro"), Techdrill Inc. ("Techdrill"), Westville
Management Corporation, First Reserve VII, First Reserve VIII, Maritima Petroleo
e Engenharia Ltda., Amethyst Financial Company Limited and Amethyst II.

         "Demand Registration" means a demand registration as defined in Section
5.2(a) hereof.

         "Existing Holders" means the holders of registrable securities in
accordance with the terms of the Existing Registration Rights Agreements.

         "Existing Registration Rights Agreements" means that certain (i)
Registration Rights Agreement, dated as of March 9, 2001, by and among the
Company, Drillpetro and Techdrill and (ii) Registration Rights Agreement, dated
as of March 4, 2002, by and between the Company and Deutsche Banc Alex. Brown
Inc.

         "Holders" means the holders of the Registrable Securities in accordance
with the terms of this Registration Rights Agreement.

         "Indemnified Party" has the meaning set forth in Section 5.3(c).

         "Indemnifying Party" has the meaning set forth in Section 5.3(c).

         "Piggyback Registration" means a piggyback registration as defined in
Section 5.2(b) hereof.

         "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by such
Registration Statement and all other amendments and supplements to the
prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such prospectus.

         "Registrable Securities" means (a) all shares of Common Stock issued to
First Reserve pursuant to the Purchase Agreements including all shares of Common
Stock which may be issued upon exchange of the Exchangeable Stock or otherwise
pursuant to the Amethyst Agreements, (b) all shares acquired by the First
Reserve Group in the open market prior to the date hereof, (c) all shares of
Common Stock purchased by the First Reserve Group in connection with the Notes
Offering, (d) all shares hereafter acquired by the First Reserve Group, and (e)
any other securities issued by the Company after the date hereof with respect to
such shares of Common Stock by means of exchange, reclassification, dividend,
distribution, split up, combination, subdivision, recapitalization, merger,
spin-off, reorganization or otherwise; provided, however, that as to any
Registrable Securities, such securities shall cease to constitute Registrable
Securities for the purposes of this Registration Rights Agreement if and when:
(i) a Registration Statement with respect to the sale of such securities shall
have been declared



                                       9
<PAGE>

effective by the SEC and such securities shall have been sold pursuant thereto;
(ii) such securities shall have been sold in compliance with of all applicable
resale provisions of Rule 144 under the Securities Act; (iii) such securities
may be sold by the Holder thereof in reliance upon Rule 144(k) (or any successor
rule) promulgated under the Securities Act, or (iv) such securities cease to be
issued and outstanding for any reason.

         "Registration Statement" means any registration statement filed by the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Registration Rights Agreement, including the Prospectus included
therein, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

         "SEC" means the Securities and Exchange Commission, or any successor
agency thereto.

         "Securities Act" means the Securities Act of 1933, as amended.

         Section 5.2.   Registration Rights

                  (a) Demand Registration. (i) At any time after September 4,
2002, First Reserve may at any time and from time to time make a written request
for registration under the Securities Act in a firm commitment underwritten
public offering of Registrable Securities owned by them having a good faith
estimated public offering price of at least $20 million (a "Demand
Registration"); provided that the Company shall not be obligated to effect more
than three Demand Registrations in any 12-month period or more than an aggregate
of four Demand Registrations pursuant to this Section 5.2(a). Such request will
specify the number of shares of Registrable Securities proposed to be sold.
Within five days of such request, the Company shall give written notice of such
request to all other Holders of Registrable Securities and shall include in the
registration in respect of which notice has been given all Registrable
Securities with respect to which the Company has received written requests from
Holders for inclusion therein within ten days after the Company's notice
regarding such registration has been given as provided herein. If Registrable
Securities of other Holders are included in such registration, the Holder or
Holders requesting such Demand Registration may reduce the number of shares of
Registrable Securities initially specified to be included in such registration
in its or their sole discretion; provided, that Registrable Securities having a
good faith estimated public offering price of at least $20 million are included
in such registration. A registration will not count as a Demand Registration
until the Registration Statement filed pursuant to such registration has been
declared effective by the SEC and remains effective for the period specified in
Section 5.2(d)(i).

                           (ii) The Holder or Holders requesting the Demand
Registration shall select the managing underwriters (including the book running
lead managing underwriters) and any additional investment bankers and managers
to be used in connection with the offering (unless a member of the First Reserve
Group is included among the Holders selling pursuant to such registration, in
which case First Reserve shall select such underwriters, investment bankers and
managers); provided that the lead managing underwriter must be reasonably
satisfactory to the Company.




                                       10
<PAGE>

                           (iii) Neither the Company nor any of its security
holders (other than the Holders of Registrable Securities in such capacity)
shall be entitled to include any of the Company's securities in a Registration
Statement initiated as a Demand Registration under this Section 5.2(a) without
the consent of First Reserve.

                           (iv) In addition to the Demand Registration rights
enumerated above, with respect to the Amethyst Registrable Securities at any
time after (X) July 1, 2002 or (Y) such earlier date which is 60 days prior to
the date on which the Exchangeable Stock shall have been exchanged for Common
Stock pursuant to Section 5.10 or 5.11 of the Purchase Agreement, First Reserve
may make a request in writing that the Company file a registration statement
under the Securities Act to register under the Securities Act all Amethyst
Registrable Securities (whether or not such Amethyst Registrable Securities are
then issued and outstanding) for resale on a delayed or continuous basis for a
period of one year in an amount equal to the lesser of (A) all such Amethyst
Registrable Securities, or (B) the number of Amethyst Registrable Securities
that could be sold pursuant to the provisions of Rule 144 by an affiliate of the
Company (assuming such Amethyst Registrable Securities were not restricted
securities within the meaning of Rule 144) during such one-year period. Such a
request (and the related registration) shall be in addition to the Demand
Registrations provided for in Section 5.2(a)(i) of this Agreement.

                  (b) Piggyback Registration. If the Company proposes to file a
registration statement under the Securities Act with respect to an offering of
Common Stock (i) for the Company's own account (other than a registration
statement on Form S-4 or S-8 (or any substitute form that may be adopted by the
SEC for transactions traditionally registered on Form S-4 or S-8)) or (ii) for
the account of any of its holders of Common Stock, including without limitation,
the Existing Holders (other than pursuant to a Demand Registration under Section
5.2(a)), then the Company shall give written notice of such proposed filing to
First Reserve as soon as practicable (but in no event later than the earlier to
occur of (i) the tenth day following receipt by the Company of notice of
exercise of other demand registration rights and (ii) 15 days before the filing
date), and such notice shall offer First Reserve the opportunity to register
such number of shares of Registrable Securities as First Reserve may request
within 10 days after receipt by First Reserve of the Company's notice on the
same terms and conditions as the Company's or such holder's Common Stock (a
"Piggyback Registration"). First Reserve will be permitted to withdraw all or
any part of its Registrable Securities from a Piggyback Registration at any time
prior to the date the Registration Statement filed pursuant to such Piggyback
Registration becomes effective with the SEC.

                  (c) Reduction of Offering. Notwithstanding anything contained
herein, if the Piggyback Registration is an underwritten offering and the lead
managing underwriter of such offering delivers a written opinion to the Company
that the size of the offering that the Company, First Reserve, the Existing
Holders and any other Persons whose securities are proposed to be included in
such offering is such that the offering or the offering price would be
materially and adversely affected, the Company will include in such Piggyback
Registration in the following order of priority (i) first, all of the securities
proposed to be registered by the Company (if the offering is for the account of
the Company), or, if the offering is for the account of the Existing Holders (or
any of them), all of the securities proposed to be registered by such



                                       11
<PAGE>

Existing Holders, (ii) second, all of the Registrable Securities requested by
First Reserve, and (iii) thereafter, the securities proposed to be registered by
any other Persons.

                  (d) Filings; Information. Whenever First Reserve requests that
any Registrable Securities be registered pursuant to Section 5.2(a) hereof, the
Company will use its reasonable best efforts to effect the registration of such
Registrable Securities and to permit the sale of such Registrable Securities in
accordance with the intended method of disposition thereof, as promptly as is
practicable, and in connection with any such request:

                           (i) the Company will as expeditiously as possible,
but in no event later than 30 days after receipt of a request to file a
registration statement with respect to such Registrable Securities, prepare and
file with the SEC a Registration Statement on any form for which the Company
then qualifies and which counsel for the Company shall deem appropriate and
available for the sale of the Registrable Securities to be registered thereunder
in accordance with the intended method of distribution thereof and which is
reasonably satisfactory to First Reserve, and use its reasonable best efforts to
cause such Registration Statement to become and remain effective for a period of
not less than 90 days (or such shorter period which will terminate when all
Registrable Securities covered by such Registration Statement have been sold);
provided that if at the time the Company receives a request to file a
Registration Statement with respect to Registrable Securities or thereafter, the
Company is engaged in confidential negotiations or other confidential business
activities, disclosure of which would be required in such Registration Statement
or a related prospectus or supplement thereto (but would not be required if such
Registration Statement were not filed) and the board of directors of the Company
determines in good faith that such disclosure would be materially detrimental to
the Company and its stockholders, the Company shall have a period of not more
than 120 days (less the number of days during the previous 12 months that the
use of a Prospectus was suspended pursuant to Section 5.2(d)(vi) and/or this
Section 5.2(d)(i)) within which to file such registration statement measured
from the date of the Company's receipt of First Reserve's request for
registration in accordance with Section 5.2(a) hereof or to file any supplement
required by Section 5.2(d)(vi). The filing of a registration statement may only
be deferred once for any potential transaction or event or related transactions
or events that could arise as a result of negotiations or other activities and
any registration statement whose filing has been deferred as a result shall be
filed forthwith if the negotiations or other activities are disclosed or
terminated. In order to defer the filing of a registration statement pursuant to
this Section 5.2(d)(i), the Company shall promptly, upon determining to seek
such deferral, deliver to First Reserve a certificate signed by the President or
Chief Financial Officer of the Company stating that the Company is deferring
such filing pursuant to this Section 5.2(d)(i).

                           (ii) the Company will prepare and file with the SEC
such amendments and supplements to such Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective for the period set forth in Section 5.2(d)(i)
and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during such
period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement.




                                       12
<PAGE>

                           (iii) the Company will, if requested, prior to filing
a Registration Statement or any amendment or supplement thereto, furnish to
First Reserve and each applicable managing underwriter, if any, copies thereof,
and thereafter furnish to First Reserve and each such underwriter, if any, such
number of copies of such Registration Statement, amendment and supplement
thereto (in each case including all exhibits thereto and documents incorporated
by reference therein) and the Prospectus included in such Registration Statement
(including each preliminary Prospectus) as First Reserve or each such
underwriter may reasonably request in order to facilitate the sale of the
Registrable Securities.

                           (iv) After the filing of the Registration Statement,
the Company will promptly notify First Reserve of any stop order issued or, to
the Company's knowledge, threatened to be issued by the SEC and take all
reasonable actions required to prevent the entry of such stop order or to remove
it as soon as possible if entered.

                           (v) the Company will use its reasonable best efforts
to qualify the Registrable Securities for offer and sale under such other
securities or blue sky laws of such jurisdictions in the United States as First
Reserve reasonably requests; provided that the Company will not be required to
(A) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph 5.2(d)(v), (B)
subject itself to taxation in any such jurisdiction or (C) consent to general
service of process in any such jurisdiction.

                           (vi) the Company will as promptly as is practicable
notify First Reserve, at any time when a Prospectus is required by law to be
delivered in connection with sales by an underwriter or dealer, of the
occurrence of any event requiring the preparation of a supplement or amendment
to such Prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such Prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading and promptly make available to First
Reserve and to the underwriters any such supplement or amendment. First Reserve
agrees that, upon receipt of any notice from the Company of the occurrence of
any event of the kind described in the preceding sentence, First Reserve will
forthwith discontinue the offer and sale of Registrable Securities pursuant to
the Registration Statement covering such Registrable Securities until receipt by
First Reserve and the underwriters of the copies of such supplemented or amended
Prospectus and, if so directed by the Company, First Reserve will deliver to the
Company all copies, other than permanent file copies, then in First Reserve's
possession of the most recent Prospectus covering such Registrable Securities at
the time of receipt of such notice. In the event the Company shall give such
notice, the Company shall extend the period during which such Registration
Statement shall be maintained effective as provided in Section 5.2(d)(i) by the
number of days during the period from and including the date of the giving of
such notice to the date when the Company shall make available to First Reserve
such supplemented or amended Prospectus.

                           (vii) the Company will enter into customary
agreements (including an underwriting agreement in customary form) and take such
other actions as are reasonably required in order to expedite or facilitate the
sale of such Registrable Securities.




                                       13
<PAGE>

                           (viii) the Company will furnish to First Reserve and
to each underwriter a signed counterpart, addressed to such underwriter, of an
opinion or opinions of counsel to the Company and a comfort letter or comfort
letters from the Company's independent public accountants, each in customary
form and covering such matters of the type customarily covered by opinions or
comfort letters, as the case may be, as the managing underwriter reasonably
requests.

                           (ix) the Company will make generally available to its
security holders, as soon as reasonably practicable, an earnings statement
covering a period of 12 months, beginning within three months after the
effective date of the Registration Statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and the rules and
regulations of the SEC thereunder.

                           (x) the Company will use its reasonable best efforts
to cause all such Registrable Securities to be listed on each securities
exchange or market on which the Common Stock is then listed.

         The Company may require First Reserve to furnish promptly in writing to
the Company such information regarding First Reserve, the plan of distribution
of the Registrable Securities and other information as the Company may from time
to time reasonably request or as may be legally required in connection with such
registration.

                  (e) Registration Expenses. In connection with any Demand
Registration or any Piggyback Registration, the Company shall pay the following
expenses incurred in connection with such registration: (i) filing fees with the
SEC; (ii) fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities); (iii) printing expenses; (iv)
fees and expenses incurred in connection with the listing of the Registrable
Securities; (v) fees and expenses of counsel and independent certified public
accountants for the Company and (vi) the reasonable fees and expenses of any
additional experts retained by the Company in connection with such registration.
In connection with the preparation and filing of a Registration Statement
pursuant to Section 5.2(a), the Company will also pay the reasonable fees and
expenses of a single legal counsel chosen by First Reserve. First Reserve shall
pay any underwriting fees, discounts or commissions attributable to the sale of
Registrable Securities and any other expenses of First Reserve.

                  (f) Participation in Underwritten Registrations. No Person may
participate in any underwritten registered offering contemplated hereunder
unless such Person (a) agrees to sell its securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements and this
Registration Rights Agreement.




                                       14
<PAGE>

                  (g) Holdback Agreements. First Reserve agrees not to effect
any public sale (including a sale pursuant to Rule 144 of the Securities Act) of
any Registrable Securities, or any securities convertible into or exchangeable
or exercisable for such securities, during the 14 days prior to, and during the
120-day period beginning on, the effective date of any underwritten Demand
Registration or any underwritten Piggyback Registration in which First Reserve
participates, other than the Registrable Securities to be sold pursuant to such
registration statement.

         Section 5.3.   Indemnification

                  (a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless First Reserve, its general partner, the general
partner of the general partner, and the officers and directors of such general
partner, and each Person, if any, who controls First Reserve within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
from and against any and all losses, claims, damages, liabilities and expenses
arising out or based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or prospectus relating to
the Registrable Securities or any preliminary Prospectus, or arising out of or
based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities and
expenses are caused by any untrue statement or omission or alleged untrue
statement or omission based upon information relating to First Reserve or the
plan of distribution furnished in writing to the Company by or on behalf of
First Reserve expressly for use therein; provided, that the foregoing indemnity
with respect to any preliminary Prospectus shall not inure to the benefit of
First Reserve if a copy of the most current Prospectus at the time of the
delivery of the Registrable Securities was not provided to the purchaser, the
Company had previously furnished First Reserve with a sufficient number of
copies of the current Prospectus and such current Prospectus would have cured
the defect giving rise to such loss, claim, damage or liability. The Company
also agrees to indemnify any underwriters of the Registrable Securities, their
officers and directors and each Person who controls such underwriters on
substantially the same basis as that of the indemnification of First Reserve
provided in this Section 5.3(a).

                  (b) Indemnification by First Reserve. First Reserve agrees to
indemnify and hold harmless the Company, its officers and directors, and each
Person, if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Company to First Reserve, but only with
reference to information relating to First Reserve or the plan of distribution
furnished in writing by or on behalf of First Reserve expressly for use in any
Registration Statement or Prospectus, or any amendment or supplement thereto, or
any preliminary Prospectus. First Reserve also agrees to indemnify and hold
harmless any underwriters of the Registrable Securities, their officers and
directors and each person who controls such underwriters on substantially the
same basis as that of the indemnification of the Company provided in this
Section 5.3(b).

                  (c) Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which



                                       15
<PAGE>

indemnity may be sought pursuant to Section 5.3(a) or Section 5.3(b), such
Person (the "Indemnified Party") shall promptly notify the Person against whom
such indemnity may be sought (the "Indemnifying Party") in writing and the
Indemnifying Party shall have the right to assume the defense of such proceeding
and retain counsel reasonably satisfactory to such Indemnified Party to
represent such Indemnified Party and any others the Indemnifying Party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnified Party and the
Indemnifying Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the Indemnifying Party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) at any time for all such Indemnified Parties, and that all
such fees and expenses shall be reimbursed as they are incurred. In the case of
any such separate firm for the Indemnified Parties, such firm shall be
designated in writing by the Indemnified Parties. The Indemnifying Party shall
not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent, or if there be a final judgment for
the plaintiff, the Indemnifying Party shall indemnify and hold harmless such
Indemnified Parties from and against any loss or liability (to the extent stated
above) by reason of such settlement or judgment.

                  (d) Contribution. If the indemnification provided for in this
Registration Rights Agreement is unavailable to an Indemnified Party in respect
of any losses, claims, damages, liabilities or expenses referred to herein, then
each such Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the Company and
First Reserve and the underwriters in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities. The
relative fault of the Company and, First Reserve and the underwriters shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

                  The Company and First Reserve agree that it would not be just
and equitable if contribution pursuant to this Section 5.3(d) were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an Indemnified Party as a result of the
losses, claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.




                                       16
<PAGE>

         Section 5.4. Rule 144. The Company covenants that it will file any
reports required to be filed by it under the Securities Act and the Exchange Act
and that it will take such further action as First Reserve may reasonably
request to the extent required from time to time to enable First Reserve to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC. Upon the request of First Reserve, the Company
will deliver to First Reserve a written statement as to whether it has complied
with such reporting requirements.

         Section 5.5.   Miscellaneous.

                  (a) Notices. Any notice or other communication required or
permitted under this Registration Rights Agreement shall be in writing or by
telex, telephone or facsimile transmission with subsequent written confirmation,
and may be personally served or sent by United States mail and shall be deemed
to have been given upon receipt by the party notified. For purposes hereof, the
addresses of the parties hereto (until notice of a change thereof is delivered
as provided in this Section 5.5) shall be as set forth opposite each party's
name on the signature page hereof.

                  (b) Termination. This Registration Rights Agreement will
terminate upon the earlier of (i) the date upon which the Company and First
Reserve mutually agree in writing to terminate this Registration Rights
Agreement and (ii) the first date on which there ceases to be any Registrable
Securities.

                  (c) Transfer of Registration Rights. The rights of Holders
hereunder may be assigned by Holders to a transferee or assignee of any
Registrable Securities provided that the Company is given written notice at the
time of or within a reasonable time after said transfer, stating the name and
address of such transferee or assignee and identifying the securities with
respect to which such registration rights are being assigned; and provided
further that the registration rights granted by the Company in Section 5.2 may
only be transferred to, and the definition of "Holders" shall only include,
transferees who meet either of the following criteria: such transferee is (i) a
holder of 100,000 or more shares of the Registrable Securities before giving
effect to the transfer, (ii) a member of the First Reserve Group, or (iii) a
bank, trust company or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any other
similar financial institution or entity, regardless of legal form. To the extent
the rights under Section 5.2(a) of this Agreement are assigned to multiple
Holders, all rights hereunder that may be exercised by the First Reserve Group
may only be exercised by one or more Holders holding 50% or more of the
Registrable Securities in the aggregate.

                  (d) Waivers and Amendments; Noncontractual Remedies;
Preservation of Remedies. This Registration Rights Agreement may be amended,
superseded, canceled, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by the Company and the Holders of a majority
of the Registrable Securities or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any party in exercising a right,



                                       17
<PAGE>

power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any such right, power or privilege, nor any
single or partial exercise of any such right, power or privilege, preclude a
further exercise thereof or the exercise of any other such right, power or
privilege. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies that any party may otherwise have at law or
in equity. The rights and remedies of any party based upon, arising out of or
otherwise in respect of any breach of any provision of this Registration Rights
Agreement shall in no way be limited by the fact that the act, omission,
occurrence or other state of facts upon which any claim of any such breach is
based may also be the subject matter of any other provision of this Registration
Rights Agreement (or of any other agreement between the parties) as to which
there is no breach.

                  (e) Severability. If any provision of this Registration Rights
Agreement or the applicability of any such provision to a person or
circumstances shall be determined by any court of competent jurisdiction to be
invalid or unenforceable to any extent, the remainder of this Registration
Rights Agreement or the application of such provision to Persons or
circumstances other than those for which it is so determined to be invalid and
unenforceable, shall not be affected thereby, and each provision of this
Registration Rights Agreement shall be valid and shall be enforced to the
fullest extent permitted by law. To the extent permitted by applicable law each
party hereto hereby waives any provision or provisions of law which would
otherwise render any provision of this Registration Rights Agreement invalid,
illegal or unenforceable in any respect.

                  (f) Successors and Assigns. Subject to Section 5.5(c), this
Registration Rights Agreement shall be binding upon and inure to the benefit of
and be enforceable by the successors and assigns of the parties hereto.

                  (g) Other Registration Rights Agreements. Without the prior
written consent of First Reserve, the Company will neither enter into any new
registration rights agreements that conflict with the terms of this Registration
Rights Agreement nor permit the exercise of any other registration rights in a
manner that conflicts with the terms of the registration rights granted
hereunder.

                                    ARTICLE 6
                                  MISCELLANEOUS

         Section 6.1 Termination. Except as provided in Section 5.5(b) as to the
Registration Rights Agreement (which shall be governed by such Section 5.5(b))
and this Section 6.1, the respective covenants and agreements of First Reserve
and the Company contained in this Agreement will continue in full force and
effect until the earliest to occur of either of the following: (i) the
Termination Date, or (ii) the sale or other disposition in accordance with this
Agreement by the First Reserve Group of Company Securities if after and giving
effect to such sale or other disposition, the First Reserve Group beneficially
owns in the aggregate Company Securities representing less than 5% of the Voting
Power (including all exchangeable and convertible Company Securities on an
"as-if" exchanged or converted basis). Upon any termination of this Agreement
pursuant to this Section 6.1, all of the obligations of the Company and First
Reserve hereunder (other than the Registration Rights Agreement) shall
terminate.




                                       18
<PAGE>

         Section 6.2 Notices. Any notice or other communication required or
permitted hereunder shall be in writing or by telex, telephone or facsimile
transmission with subsequent written confirmation, and may be personally served
or sent by United States mail and shall be deemed to have been given upon
receipt by the party notified. For purposes hereof, the addresses of the parties
hereto (until notice of a change thereof is delivered as provided in this
Section 6.2) shall be as set forth opposite each party's name on the signature
page hereof.

         Section 6.3 Waivers and Amendments; Noncontractual Remedies;
Preservation of Remedies. Other than with respect to the provisions of the
Registration Rights Agreement, which shall be governed by Section 5.5(d), this
Agreement may be amended, superseded, canceled, renewed or extended, and the
terms hereof may be waived, only by a written instrument signed by the Company
and the holders of a majority of the Company Securities held by the First
Reserve Group or, in the case of a waiver, by the party waiving compliance. No
delay on the part of any party in exercising a right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any such right, power or privilege, nor any single or partial
exercise of any such right, power or privilege, preclude a further exercise
thereof or the exercise of any other such right, power or privilege. The rights
and remedies herein provided are cumulative and are not exclusive of any rights
or remedies that any party may otherwise have at law or in equity. The rights
and remedies of any party based upon, arising out of or otherwise in respect of
any breach of any provision of this Agreement (other than the Registration
Rights Agreement, which shall be governed by Section 5.5(d)) shall in no way be
limited by the fact that the act, omission, occurrence or other state of facts
upon which any claim of any such breach is based may also be the subject matter
of any other provision of this Agreement (or of any other agreement between the
parties) as to which there is no breach.

         Section 6.4 Severability. If any provision of this Agreement or the
applicability of any such provision to a person or circumstances shall be
determined by any court of competent jurisdiction to be invalid or unenforceable
to any extent, the remainder of this Agreement or the application of such
provision to persons or circumstances other than those for which it is so
determined to be invalid and unenforceable, shall not be affected thereby, and
each provision of this Agreement shall be valid and shall be enforced to the
fullest extent permitted by law. To the extent permitted by applicable law each
party hereto hereby waives any provision or provisions of law which would
otherwise render any provision of this Agreement invalid, illegal or
unenforceable in any respect.

         Section 6.5 Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts and when so executed shall constitute one
Agreement, notwithstanding that all parties are not signatories to the same
counterpart.

         Section 6.6 Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within such state, without giving
effect to the conflict of laws principles of such state that would apply the
substantive law of any other state.




                                       19
<PAGE>

         Section 6.7 Successors and Assigns. Subject to the transfer
restrictions contained in this Agreement, this Agreement shall be binding upon
and inure to the benefit of and be enforceable by the successors and assigns of
the parties hereto.


           [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]




                                       20
<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed as of the date first above
written.



Address:                               PRIDE INTERNATIONAL, INC.

5847 San Felipe Road, Suite 3300       By: /s/ Paul A. Bragg
Houston, Texas 77057                      --------------------------------------
Attn: Mr. Paul A. Bragg                    Paul A. Bragg
Fax: 713-789-1430                          President and Chief Executive Officer






     [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT]


<PAGE>



Address:                             FIRST RESERVE FUND VII, LIMITED
600 Travis, Suite 6000               PARTNERSHIP
Houston, Texas 77002
Attn: Ben A. Guill
Fax: 713-224-0771                    By:  First Reserve GP VII, L.P., its
                                          General Partner
                                            By:  First Reserve Corporation, its
                                                 General Partner


                                                 By:  /s/  Thomas R. Denison
                                                    ----------------------------
                                                    Thomas R. Denison
                                                    Managing Director


Address:                             FIRST RESERVE FUND VIII, L.P.
600 Travis, Suite 6000
Houston, Texas 77002
Attn: Ben A. Guill                   By:  First Reserve GP VII, L.P., its
Fax: 713-224-0771                         General Partner
                                            By:  First Reserve Corporation, its
                                                 General Partner


                                                 By:  /s/  Thomas R. Denison
                                                    ----------------------------
                                                    Thomas R. Denison
                                                    Managing Director

Address:                             FIRST RESERVE FUND IX, L.P.
600 Travis, Suite 6000
Houston, Texas 77002
Attn: Ben A. Guill                   By:  First Reserve GP IX, L.P., its
Fax: 713-224-0771                         General Partner
                                            By:  First Reserve GP IX, Inc.,
                                                 its General Partner


                                                 By:  /s/ Thomas R. Denison
                                                    ----------------------------
                                                    Thomas R. Denison
                                                    Managing Director





     [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT]