exv10w6





Exhibit 10.6



PRIDE INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




(As Amended and Restated Effective January 1, 2009)




          This Pride International, Inc. Supplemental Executive Retirement Plan (the “Plan”) constitutes
an amendment and restatement in its entirety of the Pride International, Inc. Supplemental
Executive Retirement Plan originally effective January 1, 1996, as thereafter amended and restated
effective May 18, 2004, February 17, 2005, and January 1, 2007.




SECTION 1

PURPOSES OF PLAN, EFFECTIVE DATE AND DEFINITIONS




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



     1.2 Effective Date.  The Plan, as amended and restated herein, shall be effective as of
January 1, 2009.



     1.3 Definitions.  For purposes of this Plan, the following phrases or terms shall have the
indicated meanings unless otherwise clearly apparent from the context or unless alternative
definitions are provided in a Participation Agreement.




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




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




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




     (d) “Benefit Percentage” means the percentage provided in the applicable Participation
Agreement for purposes of calculating the SERP Benefit.




     (e) “Board” means the Board of Directors of the Company.



 









 






     (f) “Cause” means “cause” within the meaning of the Participant’s employment agreement
in effect with the Employer at the time of the Participant’s
Separation from Service (or, if
the Participant does not then have an employment agreement, the Participant’s severance
agreement then in effect with the Employer). If there is no such agreement in effect at the
time of the Participant’s Separation from Service, then “Cause” shall mean: (i) the
Participant’s continued failure to perform his or her duties and responsibilities with the
Company (other than any failure due to physical or mental incapacity) after a written demand
for performance is delivered to him or her by the Board which specifically identifies the
manner in which the Board believes he or she has not performed his or her duties; (ii) gross
negligence or willful misconduct which causes injury, monetary or otherwise, to the Company
or its affiliates; (iii) intentional action which causes injury, monetary or otherwise, to
the Company or its affiliates and which the Participant knows would not comply with the laws
of the United States or any other jurisdiction applicable to the Participant’s actions on
behalf of the Company, and/or any of its subsidiaries or affiliates, including specifically,
without limitation, the United States Foreign Corrupt Practices Act, generally codified in
15 USC 78 (the “FCPA”), as the FCPA may hereafter be amended, and/or its successor statutes;
or (iv) material violation of any covenant not to compete that is applicable to the
Participant. For this purpose, no act or failure to act by the Participant shall be
considered “willful” unless done or omitted to be done by him or her not in good faith and
without reasonable belief that his or her action or omission was in the best interest of the
Company.




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




(i) 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 Plan, or if neither
item remains in effect, any regulations issued by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 which
serve similar purposes;




(ii) 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 total voting power of the Company’s then
outstanding securities;




(iii) individuals who, as of the date hereof, constitute the members of the
Board (the “Incumbent Directors”) cease for any reason other than due
to death or disability to constitute at least a majority of the members of
the Board, provided that any director who was nominated for election or was
elected with the approval of at least a majority of the members of the Board
who are at the time Incumbent Directors shall be considered an
Incumbent
Director unless such individual’s initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a person other than the Board;



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(iv) the Company shall have merged into or consolidated with another
corporation, or merged another corporation into the Company, on a basis
whereby less than fifty percent (50%) of the total voting power of the
surviving corporation is represented by shares held by former stockholders
of the Company prior to such merger or consolidation;




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




(vi) a Merger Protection Change in Control shall have occurred.




     (h) “Change in Control Termination” means Separation from Service with the Employer
(other than for Cause or death) within the period of time, not to exceed two (2) years,
following a Change in Control described in the Participant’s employment agreement in effect
with the Employer at the time of the Change in Control (or, if the Participant does not then
have an employment agreement, the Participant’s severance agreement then in effect), which
entitles the Participant to enhanced separation payments under such agreement including,
without limitation, any enhanced separation payments payable under such agreement due to a
voluntary termination within the applicable window period. If there is no such agreement
then in effect, “Change in Control Termination” shall mean an involuntary Separation from
Service (other than for Cause, death or Disability) (i) within two (2) years following a
Change in Control which occurs other than because of a Merger Protection Change in Control
or within one (1) year following a Merger Protection Change in Control, or (ii) such other
definition as shall be set forth in the Participation Agreement.




     (i) “Code” means the Internal Revenue Code of 1986, as amended from time to time.




     (j) “Committee” means the Compensation Committee of the Board.




     (k) “Company” means Pride International, Inc. and its successors.




     (l) “Disabled” or “Disability” means a condition that, under the Company’s employee
benefit plan providing long-term disability benefits, entitles the Participant to receive
long-term disability benefits and which satisfies the definition of disability under Section
409A.




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



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     (n) “Effective Date” means the date set forth in Section 1.2.




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




     (p) “Employer” means the Company, its successors and assigns and each Affiliate that
has adopted or which adopts the Plan with the approval of the Board.




     (q) “Final Annual Salary” means the Participant’s base annual salary and target award
under the Company’s annual bonus plan as in effect on the Participant’s last day of active
employment (if the Company has not specified a target award for such year, the most recent
target award will be considered continued in effect); provided, however, in the event of a
Change in Control Termination, the Final Annual Salary shall be the greater of the Final
Annual Salary as calculated immediately preceding the Change in Control or the Final Annual
Salary as calculated on the Participant’s last day of active employment.




     (r) “Merger Protection Change in Control” of the Company shall mean, and shall be
deemed to have occurred on, the date the Company shall have merged into or consolidated with
another corporation, or merged another corporation into the Company, on a basis whereby at
least fifty percent (50%) but not more than sixty-six percent (66%) of the total voting
power of the surviving corporation is represented by shares held by former stockholders of
the Company immediately prior to such merger or consolidation.




     (s) “Minimum Normal Retirement Benefit” means the amount, if applicable, set forth in
the Participant’s Participation Agreement as the minimum normal retirement benefit as
described in Section 4.9(a)(ii).




     (t) “Normal Retirement Date” means the date a Participant attains age 62, or such other
date as is specified in the Participant’s Participation Agreement.




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




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




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




     (x) “Section 409A” means Section 409A of the Code and applicable Treasury authorities.




     (y) “Section 409A Change in Control” means a Change in Control that satisfies the
requirements of a change in the ownership or effective control of a
corporation or a change
in the ownership of a substantial portion of the assets of a corporation under Treasury
Regulation § 1.409A-3(i)(5) (or any successor regulation).



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     (z) “SERP Benefit” means any benefit payable or paid to a Participant, a surviving
spouse or Beneficiary(ies) under the terms and conditions of this Plan.




     (aa) “Separation from Service” means a Participant’s termination of employment and
“separation from service” with all Employers within the meaning of Treasury Regulation §
1.409A-1(h) (or any successor regulation).




     (bb) “Service” means, for purposes of Early Retirement Date, the period of continuous
employment with the Employer(s) from the Employee’s last date of hire by an Employer.



SECTION 2

ADMINISTRATION OF THE PLAN




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



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



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



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



SECTION 3

ELIGIBILITY AND PARTICIPATION




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



     3.2 Participation. An eligible Employee who is selected by the Committee for participation
in the Plan may become a Participant by properly executing a Participation Agreement that, together
with the Plan, shall govern the Participant’s rights under the Plan.
Participation in the Plan
shall automatically cease upon a Participant’s Separation from Service with all Employers, except
to the extent that the Participant is then eligible to receive a Normal Retirement Benefit or an
Early Retirement Benefit under this Plan or otherwise has a vested right to a Plan benefit, each as
described in Section 4. The terms, conditions and provisions of a Participation Agreement may
modify or provide alternative terms than those contained in the Plan.



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SECTION 4

BENEFITS




     4.1 Normal Retirement Benefit. In the event of a Participant’s Separation from Service
(including by reason of death) on or after his or her Normal Retirement Date, the Company shall pay
or cause to be paid to the Participant a benefit in the form and at the time as provided in Section
4.9 hereof, subject to any applicable vesting schedule set forth in the Participation Agreement;
provided, however, that in the event (a) the Company does not pay or (b) the Company and the
Employer who employed the Participant agree that the Employer will pay, then the Employer who
employed the Participant shall pay such benefit to the Participant.



     4.2 Early Retirement Benefit.




     (a) Benefit. In the event of a Participant’s Separation from Service
(including by reason of death) on or after his or her Early Retirement Date but prior to his
or her Normal Retirement Date, the Company shall pay or cause to be paid to the Participant
a benefit at the time as provided in Section 4.9 hereof, with such benefit determined by
application of the applicable reduction factor set forth in Section 4.8 and subject to any
applicable vesting schedule set forth in the Participation Agreement; provided, however,
that in the event (a) the Company does not pay or (b) the Company and the Employer who
employed the Participant agree that the Employer will pay, then the Employer who employed
the Participant shall pay such benefit to the Participant.




     (b) Involuntary Termination. Except as otherwise set forth in a Participation
Agreement, if a Participant is terminated prior to his or her Normal Retirement Date by the
Company involuntarily and not due to Cause, (i) three years shall be added to the
Participant’s age and Service for purposes of determining whether the Participant has
reached his or her “Early Retirement Date”, and (ii) three years shall be added to the
Participant’s age for purposes of determining the applicable reduction factor set forth in
Section 4.8.



     4.3 Other Terminations of Employment.  Except as otherwise provided herein, if a
Participant has a Separation from Service prior to the Participant’s Normal or Early Retirement
Date for any reason other than a Change in Control Termination, death, Disability or termination
for Cause, the right of the Participant to a Plan benefit in the form and at the time as provided
in Section 4.9 hereof, if any, shall be determined based on the terms and conditions of his or her
Participation Agreement, and in accordance with the vesting schedule set forth in that agreement.
The Participant shall forfeit any right to a SERP Benefit to the extent the benefit is not vested
under the terms of the Participation Agreement.



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     4.4 Change in Control.




     (a) Vesting. In the event the Participant has a Change in Control Termination,
the SERP Benefit shall immediately become fully vested.




     (b) Section 409A Change in Control. Notwithstanding anything herein to the
contrary, if a Participant has a Change in Control Termination and the Change in Control is
a Section 409A Change in Control, then the Participant shall be entitled to a lump sum
payment as determined under Section 4.4(d) on the later of (i) the date that is 60 days
after the date of the Participant’s Change in Control Termination, or (ii) the date that
complies with Section 8.11 hereof.




     (c) Change in Control Other than a Section 409A Change in Control.
Notwithstanding anything herein to the contrary, if a Participant has a Change in Control
Termination and the Change in Control is not a Section 409A Change in Control, then the
Participant shall be entitled to a lump sum payment as determined under Section 4.4(d) on
the later of (i) the date the Participant attains age 55, (ii) the date that is 60 days
after the date of the Participant’s Change in Control Termination, or (iii) the date that
complies with Section 8.11 hereof.




     (d) Amount of Payment. The lump sum payment under Sections 4.4(b) and 4.4(c)
shall be in an amount equal to the Actuarial Equivalent, as of the payment date, of the
benefit that would have been payable on the first to occur of the Participant’s Normal or
Early Retirement Date (with Early Retirement Date determined as if the Participant had
remained in Service until attainment of his Early Retirement Date). The lump sum payment
under Section 4.4(b) or 4.4(c) shall be in lieu of any other SERP Benefit hereunder and
neither the Participant nor any surviving spouse or Beneficiary of the
Participant shall be entitled to any other payment pursuant to this Plan or the
Participation Agreement following a Change in Control Termination.




     (e) Rabbi Trust. In the event of a Change in Control, an amount sufficient to
pay the maximum aggregate potential benefits to which each Participant could be entitled
based on Final Annual Salary as of the date of the Change in Control or, if earlier,
Separation from Service shall be deposited no later than three (3) days prior to the Change
in Control into an irrevocable grantor trust, established with a duly authorized bank or
corporation with trust powers designated by the Company’s Chief Executive Officer (“Rabbi
Trust”). Any amounts subsequently due to such Participants under this Plan shall first be
satisfied by the Rabbi Trust and the remaining obligations shall be satisfied by the
Company, in accordance with the terms of the Plan.




     (f) Alternative Benefit. Notwithstanding anything herein to the contrary, a
Participation Agreement may provide for a different amount of SERP Benefit in lieu of the
amount set forth in Section 4.4(b) or 4.4(c).



     4.5 Death Benefits. In the event of the Participant’s Separation from Service due to
death, the SERP Benefit shall immediately become fully vested. If a Participant has a Separation
from Service due to death before reaching his or her Early or Normal Retirement Date, or dies
after
Separation from Service with the right to receive a SERP Benefit and before receipt of such SERP
Benefit, the Participant’s surviving spouse or Beneficiary shall receive a benefit in an amount
equal to the Actuarial Equivalent, as of the payment date, of the benefit that would otherwise have
been payable due to the Separation from Service, and payment of such SERP Benefit shall be made on
the date that is 60 days after the date of the Participant’s death.



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     4.6 Disability. If a Participant becomes Disabled prior to the commencement of the payment
of any benefits hereunder and prior to his or her Normal Retirement Date, the Company shall pay or
cause to be paid to the Participant a benefit in the form as provided in Section 4.9(a) hereof,
with such benefit determined by application of the applicable reduction factor set forth in Section
4.8 (“Disability Benefit”). The Disability Benefit shall be reduced by the amount of any Employer
or government provided disability benefits. In the event (i) the Company does not pay or (ii) the
Company and the Employer who employed the Participant agree that the Employer will pay, then the
Employer who employed the Participant shall pay the Disability Benefit to the Participant. The
Disability Benefit shall immediately become fully vested, unless otherwise provided in the
applicable Participation Agreement, and shall be paid no later than 60 days after the date of the
Participant’s Disability.



     4.7 Separation from Service for Cause. Notwithstanding anything to the contrary in this
Plan or the Participation Agreement, a Participant shall forfeit all rights to any benefits under
this Plan, whether or not vested, upon a Separation from Service due to Cause.



     4.8 Payment of SERP Benefit Before Normal Retirement Date. In the event a SERP Benefit is
paid under Section 4.2 or Section 4.6 hereof before the Participant’s Normal Retirement Date, the
applicable reduction factor shall be as set forth below:



	 	 	 	 	 	 
	Number of Years Prior to	 	 
	Normal Retirement Date	 	 	Reduction Factor
	less than 1

	 	 	 	0.96	 
	1 but less than 2

	 	 	 	0.92	 
	2 but less than 3

	 	 	 	0.88	 
	3 but less than 4

	 	 	 	0.84	 
	4 but less than 5

	 	 	 	0.80	 
	5 but less than 6

	 	 	 	0.76	 
	6 but less than 7

	 	 	 	0.72	 
	7 but less than 8

	 	 	 	0.68	 
	8 but less than 9

	 	 	 	0.64	 
	9 but less than 10

	 	 	 	0.60	 
	10 but less than 11

	 	 	 	0.56	 
	11 but less than 12

	 	 	 	0.52	 
	12 or more

	 	 	 	0.50	 






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     4.9 Payment of Benefits.




     (a) Amount and Form of Benefit.




(i) General Rule. The SERP Benefit will be in the form of a lump
sum cash payment in an amount equal to the Actuarial Equivalent, as of the
payment date, of an annual benefit (i) equal to the Benefit Percentage of
the Participant’s Final Annual Salary, (ii) commencing on the date specified
in Section 4.9(b), and (iii) payable in the form of a ten-year certain and
single life annuity benefit based on the Participant’s life.




(ii) Minimum Normal Retirement Benefit. If it would result in a
greater benefit, the amount of the lump sum SERP Benefit shall not be less
than the Minimum Normal Retirement Benefit amount, if applicable.




(iii) Adjustments. Notwithstanding any other provisions hereof, the
amount of the SERP Benefit in Section 4.9(a)(i) shall be subject to all
other provisions of the Plan and Participation Agreement, including, without
limitation, applicable vesting provisions, reduction factors under Section
4.8, disability adjustment and reduction factors, and provisions regarding
payment as a result of the application of Section 4.4(b) or (c), and the
Minimum Normal Retirement Benefit in Section 4.9(a)(ii) shall be subject to
any applicable vesting schedules.




     (b) Time of Payment of Benefit. Unless a Participation Agreement or Sections
4.4(b), 4.5 or 4.6 otherwise apply, a Participant’s SERP Benefit shall be paid on the later
of (i) the date the Participant attains age 55, (ii) the date that is 60 days after the date
of the Participant’s Separation from Service, or (iii) the date that complies with Section
8.11 hereof.



     4.10 Adjustments. Notwithstanding anything herein to the contrary, all benefits paid under
this Plan shall be offset by other Employer provided defined benefit retirement benefits, if any,
paid or payable to a Participant or that would have been payable to the Participant except for an
award of the benefit to an alternate payee pursuant to a domestic relations order qualified under
Code Section 414(p) or other applicable law; provided, however, that any such other benefit is
payable under its terms in the same calendar year and in the same form, within the meaning of
Section 409A, as the corresponding benefit payable under this Plan. For purposes of this Plan, any
SERP Benefit that is completely offset under this Section 4.10 or Section 4.6 shall be deemed to
have commenced on the date it would have first become payable in the absence of any reductions.



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



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     4.12 Beneficiary Designations. The person or persons to whom the benefits under this Plan
are to be paid upon a Participant’s death shall be the person or persons designated by the
Participant to receive benefits under the procedure established by the Committee for designating
Beneficiaries. In the event no valid designation of a Beneficiary exists at the time of a
Participant’s death, the benefit provided for in this Section shall be payable to the Participant’s
surviving spouse or, if no surviving spouse, to the Participant’s estate. This provision enabling
each Participant to designate one or more Beneficiaries shall constitute a nontestamentary payment
provision covered by Section 450 of the Texas Probate Code. Any payment made by the Employer in
good faith and in accordance with the provision of this Plan shall fully discharge the Employer
from all further obligations with respect to such payment.



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



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



SECTION 5

SOURCE OF BENEFITS




     5.1 Benefits Payable From General Assets. Amounts payable hereunder shall be paid
exclusively from the general assets of the Employer, and no person entitled to payment hereunder
shall have any claim, right, security interest or other interest in any fund, trust (other than the
Rabbis Trust described in Section 4.4(e) hereof), account, insurance contract or asset of the
Employer that may be looked to for such payment. The Employer’s liability for the payment of
benefits hereunder shall be evidenced only by this Plan.



SECTION 6

RIGHTS OF PARTICIPANTS




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




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




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




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



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



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



SECTION 7

CLAIM PROCEDURE




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



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



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SECTION 8

MISCELLANEOUS




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


Any termination of the Plan shall be in compliance with the applicable termination provisions of
Section 409A. Furthermore, after termination of the Plan, the Board may, in its sole discretion,
commence distribution of the Participant’s SERP Benefit (determined as if the Participant retired
on the termination date) if the termination of the Plan occurs within the 30 days preceding or the
12 months following a Section 409A Change of Control or if, and as, otherwise permitted under
Section 409A.




     8.2 Parachute Payment Limitation. Notwithstanding any contrary provision of the Plan, the
Committee may provide in the Participation Agreement or in any other agreement with the Participant
for a limitation on the acceleration of vesting and payment of benefits under this Plan to the
extent necessary to avoid or mitigate the impact of the golden parachute excise tax under Section
4999 of the Code on the Participant, or may provide for a supplemental payment (a “gross-up
payment”) to be made to the Participant as necessary to offset or mitigate the impact of the golden
parachute excise tax on the Participant. If, and only if, neither the Participation Agreement nor
any other agreement with the Participant contains any contrary provision regarding the method of
avoiding or mitigating the impact of the golden parachute excise tax under Section 4999 of the Code
on the Participant, then, notwithstanding any contrary provision of this Plan, the aggregate
present value of all parachute payments payable to or for the benefit of a Participant, whether
payable pursuant to this Plan or otherwise, shall be limited to three times the Participant’s base
amount less one dollar and, to the extent necessary the payment of benefits shall be reduced, first
under this Plan and next so as to provide the Participant with the greatest net economic benefit,
and, to the extent economically equivalent, payments shall be reduced pro-rata. For purposes of
this Section 8.2, the terms “parachute payment,” “base amount” and “present value” shall have the
meanings assigned thereto under Section 280G of the Code. It is the intention of this Section 8.2,
in the absence of any agreement with the Participant to the contrary, to avoid excise taxes on the
Participant under Section 4999 of the Code or the disallowance of a deduction to the Company
pursuant to Section 280G of the Code.



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



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



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



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



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



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



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



     8.10 Notices. Any notices to be given hereunder by either party to the other may be
effected either by personal delivery in writing or by mail, registered or certified, postage
prepaid, with return receipt requested. Notices delivered personally shall be deemed communicated
as of actual receipt. Mailed notices shall be deemed communicated as of three (3) days after
mailing.



     8.11 Section 409A. Notwithstanding any provision of the Plan or a Participation Agreement
to the contrary, the following provisions shall apply for purposes of complying with Section 409A:




     (a) If the Participant is a “specified employee,” as such term is defined in Section
409A as of the date of the Participant’s Separation from Service, any payments or benefits
payable as a result of the Participant’s Separation from Service (other than death) shall
not be payable before the earlier of (i) the date that is six months after the date of the
Participant’s Separation from Service, (ii) the date of the Participant’s death, or (iii)
the date that otherwise complies with the requirements of Section 409A. With respect
to payments due hereunder, this Section 8.11(a) shall be applied by accumulating all
payments and benefits that otherwise would have been paid within six months of the
Participant’s Separation from Service and paying such accumulated amounts, or if applicable
reimbursing the Participant for the employer-portion of any insurance
premiums paid by
Employee during such period at the earliest date which complies with the requirements of
Section 409A.



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     (b) It is intended that the Plan and the Participation Agreements satisfy the
requirements of Section 409A, and any ambiguous provision will be construed in a manner that
is compliant with or exempt from the application of Section 409A.




Executed this 31st day of December, 2008, but effective as of the Effective Date.



	 	 	 	 	 
	 	 	PRIDE INTERNATIONAL, INC.
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	/s/  W. Gregory Looser
	 	By:	 	/s/  Louis A. Raspino
	 

	 	 	 	 
	W. Gregory Looser

	 	 	 	Louis A. Raspino
	Senior Vice President — Legal, Information

	 	 	 	President and Chief Executive Officer
	Strategy and General Counsel
	 	 	 	 






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PRIDE INTERNATIONAL, INC.




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




(As Amended and Restated Effective January 1, 2009)




APPENDIX A




Actuarial Equivalent




          This Appendix A forms part of the Pride International, Inc. Supplemental Executive Retirement
Plan, as amended and restated effective January 1, 2009 (the “Plan”). Terms used in this Appendix
A shall have the meanings ascribed to them in the Plan, unless the context clearly indicates
otherwise. The provisions of this Appendix A govern the interest rate assumption and applicable
mortality table assumptions under the definition of “Actuarial Equivalent” in Section 1.3(a) of the
Plan, as permitted under such section, as follows:




The interest rate assumption shall be the “applicable interest rate” as defined in Section
417(e)(3)(C) of the Code for the third month prior to the beginning of the calendar quarter in
which the benefits commence, and the mortality table shall be the “applicable mortality table”
prescribed by the Secretary of the Treasury pursuant to Section 417(e)(3)(B) of the Code.





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