EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY
                                    AGREEMENT
 
 
DATE:                       FEBRUARY 5, 1999
 
COMPANY/EMPLOYER:           Pride International, Inc., A Louisiana corporation
                            5847 San Felipe, Suite 3300 Houston, Texas  77057
 
EXECUTIVE/EMPLOYEE:         Paul A. Bragg
                            5435 Vanderbilt
                            Houston, Texas  77005
 
              This Agreement is made as of the date first above written and to
become effective as herein provided.
 
                                           PREAMBLE
 
              WHEREAS, the Company wishes to attract and retain well-qualified
Executive and key personnel and to assure itself of the continuity of its
management;
 
              WHEREAS, Executive is an officer of the Company with significant
management responsibilities in the conduct of its business;
 
              WHEREAS, the Company recognizes that Executive is a valuable
resource of the Company and the Company desires to be assured of the continued
services of Executive;
 
              WHEREAS, the Company desires to obtain assurances that Executive
will devote his best efforts to his employment with the Company and will not
enter into competition with the Company in its business as now conducted and to
be conducted, or solicit customers or other employees of the Company to
terminate their relationships with the Company;
 
              WHEREAS, Executive is a key employee of the Company and he
acknowledges that his talents and services to the Company are of a special,
unique, unusual and extraordinary character and are of particular and peculiar
benefit and importance to the Company;
 
                                  Page 4 of 23
<PAGE>
              WHEREAS, the Company is concerned that in the event of a possible
or threatened change in control of the Company, uncertainties necessarily arise;
Executive may have concerns about the continuation of his employment status and
responsibilities and may be approached by others offering competing employment
opportunities; the Company, therefore, desires to provide Executive with
assurances as to the continuation of his employment status and responsibilities
in such event;
 
              WHEREAS, the Company further desires to assure Executive that, if
a possible or threatened change in control should arise and Executive should be
involved in deliberations or negotiations in connection therewith, Executive
would be in a secure position to consider and participate in such transaction as
objectively as possible in the best interests of the Company and to this end
desires to protect Executive from any direct or implied threat to his financial
well-being;
 
              WHEREAS, Executive is willing to continue to serve as such but
desires assurances that in the event of such a change in control he will
continue to have the employment status and responsibilities he could reasonably
expect absent such event and, that in the event this turns out not to be the
case, he will have fair and reasonable severance protection on the basis of his
service to the Company to that time;
 
              WHEREAS, different factors affect the Company and Executive under
circumstances of regular employment between the Company and the Executive when
there is no threat of change in control and/or none has occurred, as opposed to
circumstances under which a change in control is rumored, threatened, occurring
or has occurred. For this reason this Employment Agreement is primarily in two
parts. One part deals with the regular employment of Executive under
circumstances whereby no change in control is threatened, occurring or occurred;
herein called "Regular Employment". The second part deals with circumstances
whereby a change in control is threatened, occurring or has occurred. Other
parts of the Agreement deal with matters affecting both Regular Employment and
employment following change in control, including non-competition and
confidentiality; and
 
              WHEREAS, Executive is willing to enter into and carry out the
Non-Competition and Confidentiality Agreement set forth herein in consideration
of the Employment Agreement set forth herein.
 
                                  Page 5 of 23
<PAGE>
                                    AGREEMENT
 
 
              NOW THEREFORE, the parties agree as follows:
 
      I.      PRIOR AGREEMENTS/EMPLOYMENT CONTRACTS.
 
   1.01.      EFFECT OF PRIOR AGREEMENTS. On and as of 12:00 o'clock noon of the
              Effective Date all prior employment and non-competition contracts
              between Company and Executive are hereby amended, modified and
              superseded by this Agreement insofar as future employment,
              compensation, non- competition, confidentiality, accrual of
              payments or any form of compensation or benefits from the Company
              are concerned. This Agreement does not release or relieve Company
              from its liability or obligation with respect to any compensation,
              payments, or benefits already accrued to Executive, nor to any
              vesting of benefits or other rights which are attributable to
              length of employment, seniority or other such matters. This
              agreement does not relieve Executive of any prior non-competition
              or confidentiality obligations and agreements and the same are
              hereby modified and amended as to future matters and future
              confidentiality even as to matters accruing prior to the Effective
              Date hereof.
 
     II.      DEFINITION OF TERMS.
 
   2.01.      COMPANY. Company means Pride International, Inc., a Louisiana
              corporation, as the same presently exists, as well as any and all
              successors, regardless of the nature of the entity or the State or
              Nation of organization, whether by reorganization, merger,
              consolidation, absorption or dissolution. For the purpose of the
              Non-Competition and Confidentiality Agreement, Company includes
              any subsidiary or affiliate of the Company to the extent it is
              carrying on any portion of the business of the Company or a
              business similar to that being conducted by the Company.
 
   2.02.      EXECUTIVE/OFFICER/EMPLOYEE.  Executive/Officer/Employee means
              Paul A. Bragg.
 
   2.03.      OFFICE/POSITION/TITLE. The Office, Position and Title for which
              the Executive is employed is that of President and Chief Operating
              Officer of the Company and carries with it the duties,
              responsibilities, rights, benefits and privileges presently held
              by the Executive, or as may reasonably be assigned to the
              Executive as are customary and usual for such position.
 
   2.04.      EFFECTIVE DATE. This Agreement becomes effective and binding as of
              February 5, 1999.
 
                                  Page 6 of 23
<PAGE>
   2.05.      CHANGE IN CONTROL. The term "Change in Control" of the Company
              shall mean, and shall be deemed to have occurred on the date of
              the first to occur of any of the following:
 
              a.      there occurs a Change in Control of the Company of the
                      nature that would be required to be reported in response
                      to item 6(e) of Schedule 14A of Regulation 14A or Item 1
                      of Form 8(k) promulgated under the Securities Exchange Act
                      of 1934 as in effect on the date of this Agreement, or if
                      neither item remains in effect, any regulations issued by
                      the Securities and Exchange Commission pursuant to the
                      Securities Exchange Act of 1934 which serve similar
                      purposes;
 
              b.      any "person" {as such term is used in Sections 13(d) and
                      14(d)(2) of the Securities Exchange Act of 1934} is or
                      becomes a beneficial owner, directly or indirectly, of
                      securities of the Company representing twenty percent
                      (20%) or more of the combined voting power of the
                      Company's then outstanding securities;
 
              c.      the individuals who were members of the Board of Directors
                      of the Company immediately prior to a meeting of the
                      shareholders of the Company involving a contest for the
                      election of Directors shall not constitute a majority of
                      the Board of Directors following such election;
 
              d.      the Company shall have merged into or consolidated with
                      another corporation, or merged another corporation into
                      the Company, on a basis whereby less than fifty percent
                      (50%) of the total voting power of the surviving
                      corporation is represented by shares held by former
                      shareholders of the Company prior to such merger or
                      consolidation; or
 
              e.      the Company shall have sold, transferred or exchanged all,
                      or substantially all, of its assets to another corporation
                      or other entity or person.
 
   2.06.      TERMINATION. The term "termination" shall mean termination, prior
              to the expiration of the Employment Period, of the employment of
              the Executive with the Company {including death and disability (as
              described below)} for any reason other than cause (as described
              below) or voluntary resignation (as described below). Termination
              includes "Constructive Termination" as described below.
              Termination includes non-renewal or failure to extend this
              Agreement at the end of any employment term, except for cause.
 
              a.      The term "disability" means physical or mental incapacity
                      qualifying the Executive for a long-term disability under
                      the Company's long-term disability plan. If no such plan
                      exists on the Effective Date of this Agreement, the term
                      "disability" means physical or mental incapacity as
                      determined by a doctor jointly selected by the Executive
                      and the Board of Directors of the Company qualifying the
                      Executive for long-term disability under reasonable
                      employment standards.
 
              b.      The term "cause" means: (i) the willful and continued
                      failure of the Executive substantially to perform his
                      duties with the Company (other than any failure due to
                      physical or mental incapacity) after a demand for
                      substantial performance is delivered to him by the Board
                      of Directors which specifically identifies the manner in
                      which the Board believes he has not substantially
                      performed his duties, (ii) willful misconduct materially
                      and demonstrably injurious to the Company or (iii)
                      material violation of the covenant not to compete (except
                      after termination under the Change in Control provisions
                      hereof and confidentiality provisions hereof.) No act or
                      failure to act by the Executive shall be considered
                      "willful" unless done or omitted to be done by him not in
                      good faith and without reasonable belief that his action
                      or omission was in the best interest of the Company. The
                      unwillingness of the Executive to accept any or all of a
                      change in the nature or scope of his position, authorities
                      or duties, a reduction in his total compensation or
                      benefits, or other action by or at request of the Company
                      in respect of his position, authority, or responsibility
                      that is contrary to this Agreement, may not be considered
                      by the Board of Directors to be a failure to perform or
                      misconduct by the Executive. Notwithstanding the
                      foregoing, the Executive shall not be deemed to have been
                      terminated for cause for purposes of this Agreement unless
                      and until there shall have been delivered to him a copy of
                      a resolution, duly adopted by a vote of three-fourths of
                      the entire Board of Directors of the Company at a meeting
                      of the Board of Directors called and held (after
                      reasonable notice to the Executive and an opportunity for
                      the Executive and his counsel to be heard before the
                      Board) for the purpose of considering whether the
                      Executive has been guilty of such a willful failure to
                      perform or such willful misconduct as justifies
                      termination for cause hereunder, finding that in the good
                      faith opinion of the Board of Directors the Executive has
                      been guilty thereof and specifying the particulars
                      thereof.
 
              c.      The term "Constructive Termination" means any circumstance
                      by which the actions of the Company either reduce or
                      change Executive's title, position, duties,
                      responsibilities or authority to such an extent or in such
                      a manner as to relegate Executive to a position not
                      substantially similar to that which he presently holds;
                      would degrade, embarrass or otherwise make it unreasonable
                      for Executive
 
                                  Page 7 of 23
<PAGE>
                      to remain in the employment of the Company; and includes
                      violation of the employment provisions and conditions of
                      this Agreement.
 
              d.      The resignation of the Executive shall be deemed
                      "voluntary" if it is for any reason other than one or more
                      of the following:
 
                      (i)    The Executive's resignation or retirement is
                             requested by the Company other than for cause;
 
                      (ii)   Any significant adverse change in the nature or
                             scope of the Executive's position, authorities or
                             duties from those described in this Agreement;
 
                      (iii)  Any reduction in the Executive's total compensation
                             or benefits from that provided in the Compensation
                             and Benefits Section hereof;
 
                      (iv)   The material breach by the Company of any other
                             provision of this Agreement;
 
                      (v)    Any action by the Company which would constitute
                             Constructive Termination; or
 
                      (vi)   Non-renewal or failure to extend any employment
                             term, contrary to the wishes of the Executive.
 
              Termination that entitles the Executive to the payments and
              benefits provided in the "Termination Payments and Benefits"
              Section hereof shall not be deemed or treated by the Company as
              the termination of the Executive's employment or the forfeiture of
              his participation, award, or eligibility, for the purpose of any
              plan, practice or agreement of the Company referred to in the
              Compensation and Benefits Section hereof.
 
   2.07.      CUSTOMER. The term "Customer" includes all persons, firms or
              entities that are purchasers or end-users of services or products
              offered, provided, developed, designed, sold or leased by the
              Company during the relevant time periods, and all persons, firms
              or entities which control, or which are controlled by, the same
              person, firm or entity which controls such purchase.
 
    III.      EMPLOYMENT.
 
  3.0.1.      EMPLOYMENT. Except as otherwise provided in this Agreement, the
              Company hereby agrees to continue the Executive in its employ, and
              the Executive hereby agrees to remain in the employ of the
              Company, for the
 
                                  Page 8 of 23
<PAGE>
              Term of Employment ("Employment Period") herein specified. During
              the Employment Period, Executive shall exercise such position and
              authority and perform such responsibilities as are commensurate
              with the position and authority being exercised and duties being
              performed by the Executive immediately prior to the Effective Date
              of this Agreement, which services shall be performed at the
              location where the Executive was employed immediately prior to the
              Effective Date of this Agreement or at such other location as the
              Company and Executive may agree.
 
   3.02.      BEST EFFORTS AND OTHER EMPLOYMENT OF EXECUTIVE.
 
              a.      Executive agrees that he will at all times faithfully,
                      industriously and to the best of his ability, experience
                      and talents, perform all of the duties that may be
                      required of and from him pursuant to the express and
                      implicit terms hereof, to the reasonable satisfaction of
                      the Company. Such duties shall be rendered at Houston,
                      Texas, and such other place or places within or without
                      the State of Texas as the Company and Executive shall
                      agree.
 
              b.      Executive shall devote his normal and regular business
                      time, attention and skill to the business and interests of
                      the Company, and the Company shall be entitled to all of
                      the benefits, profits or other issue arising from or
                      incident to all work, services and advice of Executive
                      performed for the Company. Such employment shall be
                      considered "full time" employment. Executive shall have
                      the right to make investments in businesses which engage
                      in activities other than those engaged by the Company.
                      Executive shall also have the right to devote such
                      incidental and immaterial amount of his time which are not
                      required for the full and faithful performance of his
                      duties hereunder to any outside activities and businesses
                      which are not being engaged in by the Company and which
                      shall not otherwise interfere with the performance of his
                      duties hereunder. Executive shall have the right to make
                      investments in the manner and to the extent authorized and
                      set forth in the Non-Competition Section of this
                      Agreement.
 
 
      3.03.   TERM OF EMPLOYMENT ("EMPLOYMENT PERIOD"). Executive's regular
              employment (no Change in Control being presently contemplated)
              will commence on the Effective Date of this Agreement and will be
              for a term of two (2) years ending at 12:00 o'clock midnight
              February 4, 2001; thereafter, the Term of Employment of Executive
              will be automatically extended for successive terms of one (1)
              year each commencing February 5, 2001, and on February 5 of each
              year thereafter, unless Company or Executive gives
 
                                  Page 9 of 23
<PAGE>
              written notice to the other that employment will not be renewed or
              continued after the next scheduled expiration date which is not
              less than one year after the date that the notice of non-renewal
              was given. All extended employment terms will be considered to be
              within the Employment Period while Executive is employed with the
              Company.
 
   3.04.      COMPENSATION AND BENEFITS.  During the Employment Period the
              Executive shall receive the following compensation and benefits:
 
      a.      He shall receive an annual base salary of not less than his annual
              base salary which is $334,000.00, with the opportunity for
              increases, from time to time thereafter, which are in accordance
              with the Company's regular executive compensation practices.
              Executive's salary will be reviewed at least annually by the
              Compensation Committee of the Board of Directors.
 
      b.      To the extent that such plans exist immediately prior to the
              Effective Date of this Agreement, he shall be eligible to
              participate on a reasonable basis, and to continue his existing
              participation, in annual bonus, stock option and other incentive
              compensation plans which provide opportunities to receive
              compensation in addition to his annual base salary which are the
              greater of: (i) the opportunities provided by the Company for
              Executives with comparable duties, or (ii) the opportunities under
              any such plans in which he was participating immediately prior to
              the Effective Date of this Agreement.
 
      c.      To the extent such plans exist immediately prior to the Effective
              Date of this Agreement, he shall be entitled to receive and
              participate in salaried employee benefits including, but not
              limited to: medical, life, health, accident and disability
              insurance and disability benefits and prerequisites which are the
              greater of: (i) the employee benefits and prerequisites provided
              by the Company to Executives with comparable duties and (ii) the
              employee benefits and prerequisites to which he was entitled or in
              which he participated immediately prior to the Effective Date of
              this Agreement.
 
      d.      To the extent such plans exist immediately prior to the Effective
              Date of this Agreement, he shall be entitled to continue to accrue
              credited service for retirement benefits and to be entitled to
              receive retirement benefits under and pursuant to the terms of the
              Company's qualified retirement plan for salaried employees, the
              Company's supplemental executive retirement plan, and any
              successor or other retirement plan or agreement in effect on the
              Effective Date of this Agreement with respect to his retirement,
              whether or not a qualified plan or agreement, so that his
              aggregate monthly retirement benefit from all such plans and
              agreements (regardless when he begins to receive such benefit)
              will be not less than it would be had all such plans and
              agreements were in effect immediately prior to the Effective Date
              of this
 
                                 Page 10 of 23
<PAGE>
              Agreement and continued to be in effect without change until and
              after he begins to receive such benefits.
 
      e.      Paid vacations each year and use of a Company car or a car
              allowance to the same extent as he is presently receiving or the
              benefits provided to Executives with comparable duties whichever
              is greater.
 
      f.      Participation in all other executive incentive stock and benefit
              plans approved by the Compensation Committee
 
   3.05.      TERMINATION WITHOUT CHANGE IN CONTROL. The Company shall have the
              right to terminate Executive at any time during the Employment
              Period (including any extended term). Should the Company choose
              not to renew or extend the Employment period of this Employment
              Agreement or choose to terminate the Executive during, or at the
              end of, the Employment Period, or in the event of death or
              disability of the Executive, if the termination is not after a
              Change in Control and is not for cause, the Company shall, within
              thirty (30) days following such termination, pay and provide to
              the Executive (or his Executor, Administrator or Estate in the
              event of death, as soon as reasonably practical):
 
              a.      An amount equal to two full years of his base salary
                      (including the amount allocated to the covenant not to
                      compete), which base salary is here defined as twelve (12)
                      times the then current monthly salary in effect for the
                      Executive and all other benefits due him based upon the
                      salary in effect on the Date of Termination (but not less
                      than the highest annual base salary paid to the Executive
                      during any of the three (3) years immediately preceding
                      his Date of Termination). There shall be deducted only
                      such amounts as may be required by law to be withheld for
                      taxes and other applicable deductions.
 
              b.      The Company shall provide to Executive for a period of two
                      (2) full years following the Date of Termination, life,
                      health, accident and disability insurance. These benefits
                      are not to be less than the highest benefits furnished to
                      the Executive during the term of this Agreement.
 
              c.      An amount equal to two (2) times the target award for the
                      Executive under the Company's annual bonus plan for the
                      fiscal year in which termination occurs, provided that if
                      the Executive has deferred his award for such year under a
                      Company plan, the payment due the Executive under this
                      subparagraph shall be paid in accordance with the terms of
                      the deferral or as specified by the Executive.
 
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<PAGE>
              d.      The Company shall pay, distribute and otherwise provide to
                      the Executive the amount and value of his entire plan
                      account and interest under any retirement plan, employee
                      benefit plan, investment plan or stock ownership plan, if
                      any exists on the Date of Termination, and all employer
                      contributions made or payable to any such plan for his
                      account prior to the end of the month in which Termination
                      occurs shall be deemed vested and payable to him. Such
                      payment or distribution shall be in accordance with the
                      elections made by the Executive with respect to
                      distributions in accordance with the plan as if the
                      Executive's employment with the Company terminated at the
                      end of the month in which Termination occurs.
 
              e.      All stock options and awards to which the Executive is
                      entitled will immediately vest and the time for exercising
                      any option will be as specified in the plan as if the
                      Executive were still employed by the Company; provided
                      however if the immediate vesting of all benefits under the
                      plan is not permitted by the plan, then the benefits will
                      be vested only to the extent authorized or permitted by
                      the plan.
 
              f.      If Executive elects to treat the termination as retirement
                      then on the Date of Termination, the Executive shall be
                      deemed to have retired from the Company. At that time, or
                      at such later time as he may elect consistent with the
                      terms of any applicable plan or benefit, in order to
                      receive benefits or avoid or minimize any applicable early
                      pension reduction provisions, he shall be entitled to
                      commence to receive total combined qualified and
                      non-qualified retirement benefits to which he is entitled
                      hereunder; or, his total non-qualified retirement benefit
                      hereunder if under the terms of the Company's qualified
                      retirement plan for salaried employees he is not entitled
                      to a qualified benefit. Executive may treat the
                      termination as termination other than "retirement" if
                      Executive so elects and may defer "retirement" to a later
                      date if permitted by any applicable plan.
 
              g.      The "Compensation and Benefits" section hereof shall be
                      applicable in determining the payments and benefits due
                      the Executive under this section and if Termination occurs
                      after a reduction in all or part of the Executive's total
                      compensation or benefits, the lump sum severance allowance
                      and other compensation and benefits payable to him
                      pursuant to this section shall be based upon his
                      compensation and benefits before the reduction.
 
              h.      If any provision of this Section cannot, in whole or in
                      part, be implemented and carried out under the terms of
                      the applicable compensation, benefit or other plan or
                      arrangement of the Company
 
                                 Page 12 of 23
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                      because the Executive has ceased to be an actual employee
                      of the Company, due to insufficient or reduced credited
                      service based upon his actual employment by the Company or
                      because the plan or arrangement has been terminated or
                      amended after the Effective Date of this Agreement, or for
                      any other reason, the Company itself shall pay or
                      otherwise provide the equivalent of such rights, benefits
                      and credits for such benefits to the Executive, his
                      dependents, beneficiaries and estate as if Executive's
                      employment had not been terminated.
 
              i.      All life, health, hospitalization, medical and accident
                      benefits available to Executive's spouse and dependents
                      shall continue for the same term as the Executive's
                      benefits. If the Executive dies, all benefits will be
                      provided for a term of two (2) years {or three (3) years
                      if after a change in control} after the date of death of
                      the Executive.
 
              j.      The Company's obligation under this Section to continue to
                      pay or provide health care, life, accident and disability
                      insurance to the Executive, the Executive's spouse and
                      Executive's dependents, during the remainder of the
                      Employment Period shall be reduced when and to the extent
                      any of such benefits are paid or provided to the Executive
                      by another employer, provided that the Executive shall
                      have all rights afforded to retirees to convert group
                      insurance coverage to the individual insurance coverage
                      as, to the extent of, and whenever his group insurance
                      coverage under this Section is reduced or expires. Apart
                      from this subparagraph, the Executive shall have and be
                      subject to no obligation to mitigate.
 
              k.      The Company shall deduct applicable withholding taxes in
                      performing its obligations under this Section.
 
              Nothing in this Section is intended, nor shall be deemed or
              interpreted, to be an amendment to any compensation, benefit or
              other plan to the Company. To the extent the Company's performance
              under this Section includes the performance of the Company's
              obligations to the Executive under any other plan or under another
              agreement between the Company and the Executive, the rights of the
              Executive under such other plan or other agreements, which are
              discharged under this Agreement, are discharged, surrendered, or
              released PRO TANTO.
 
     IV.      CHANGE IN CONTROL.
 
   4.01.      EXTENSION OF EMPLOYMENT PERIOD. Upon any Change in Control the
              Employment Period shall be immediately and without further action
              extended
 
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<PAGE>
              for a term of three (3) years following the Effective Date of the
              Change in Control and will expire at 12:00 o'clock midnight on the
              last day of the month following three (3) years after the Change
              in Control. Thereafter, the Employment Period will be extended for
              successive terms of one (1) year each, unless terminated, all in
              the manner specified in the Term of Employment Section pertaining
              to regular employment.
 
   4.02.      CHANGE IN CONTROL, TERMINATION PAYMENTS AND BENEFITS.
              In the event the Executive is terminated within three (3) years
              following a Change in Control, the Executive will receive the
              payments and benefits specified in the "Termination without Change
              in Control" Section in the same time and manner therein specified
              except as amended and modified hereby:
 
              a.      The salary and benefits specified in Section 3.05a will be
                      paid based upon a multiple of three (3) years {instead of
                      two (2) years}.
 
              b.      Life, health, accident and disability insurance specified
                      in Section 3.05b will be provided until: (i) Executive
                      becomes reemployed and receives similar benefits from a
                      new employer, or (ii) three (3) years after the Date of
                      Termination, whichever is earlier.
 
              c.      An amount equal to three (3) times the maximum award that
                      the Executive could receive under the Company's Annual
                      Bonus Plan for the fiscal year in which the termination
                      occurs, instead of the benefits provided in Section
                      3.05(c) hereof.
 
              d. All other rights and benefits specified in Section 3.05.
 
   4.03.      VOLUNTARY RESIGNATION UPON CHANGE IN CONTROL.  If the
              Executive voluntarily resigns his employment within twelve (12)
              months after a Change in Control (whether or not Company may be
              alleging the right to terminate employment for cause), he will
              receive the same payments, compensation and benefits as if he had
              been terminated on the date of resignation after Change in
              Control.
 
      V.      NON-COMPETITION AND CONFIDENTIALITY.
 
   5.01.      CONSIDERATION. The base salary awarded to the Executive and to be
              paid to the Executive in the future includes consideration for the
              Non-Competition and Confidentiality Agreement set forth herein and
              the amount to be paid to Executive in the event of the termination
              of employment of Executive, voluntarily, involuntarily, or under a
              Change in Control, under Sections 3.05a and 4.02a hereof
              constitute payment, in part, for the Non-Competition and
              Confidentiality of the Executive. It is contracted, stipulated and
              agreed that
 
                                 Page 14 of 23
<PAGE>
              fifteen percent (15%) of such amount paid and to be paid to the
              Executive shall constitute the consideration for the
              Non-Competition and Confidentiality Agreement set forth herein.
 
   5.02.      NON-COMPETITION. Executive acknowledges that his employment with
              the Company has in the past and will, of necessity, provide him
              with specialized knowledge which, if used in competition with the
              Company could cause serious harm to the Company. Accordingly, the
              Executive agrees that during his employment with the Company and
              for a period of two (2) years after he is no longer employed by
              the Company (unless his employment is terminated after a Change in
              Control, in which event there will be no covenant not to compete
              and the provisions of the covenant not to compete herein contained
              will terminate on the date of termination of the Executive) the
              Executive will not, directly or indirectly, either as an
              individual, proprietor, stockholder {other than as a holder of up
              to one percent (1%) of the outstanding shares of a corporation
              whose shares are listed on a stock exchange or traded in
              accordance with the automated quotation system of the National
              Association of Securities Dealers}, partner, officer, employee or
              otherwise:
 
              a.      work for, become an employee of, invest in, provide
                      consulting services or in any way engage in any business
                      which provides, produces, leases or sells products or
                      services of the same or similar type provided, produced,
                      leased or sold by the Company and with regard to which
                      Executive was engaged, or over which Executive had direct
                      or indirect supervision or control, within three (3) years
                      preceding the Executive's termination of employment, in
                      any area where the Company provided, produced, leased or
                      sold such products or services at any time during the
                      three (3) years preceding such termination of employment,
                      or
 
              b.      provide, sell, offer to sell, lease, offer to lease, or
                      solicit any orders for any products or services which the
                      Company provided and with regard to which the Executive
                      had direct or indirect supervision or control, within
                      three (3) years preceding Executive's termination of
                      employment, to or from any person, firm or entity which
                      was a customer for such products or services of the
                      Company during the three (3) years preceding such
                      termination from whom the Company had solicited business
                      during such three (3) years; or
 
              c.      solicit, aid, counsel or encourage any officer, director,
                      employee or other individual to: (i) leave his or her
                      employment or position with the Company, (ii) compete with
                      the business of the Company, or (iii) violate the terms of
                      any employment, non-competition or similar agreement with
                      the Company; or
 
                                 Page 15 of 23
<PAGE>
              d.      employ, directly or indirectly; permit the employment of;
                      contract for services or work to be performed by; or
                      otherwise, use, utilize or benefit from the services of
                      any officer, director, employee or any other individual
                      holding a position with the Company within two (2) years
                      after the Date of Termination of employment of Executive
                      with the Company or within two (2) years after such
                      officer, director, employee or individual terminated
                      employment with the Company, whichever occurs earlier.
 
   5.03.      CONFIDENTIALITY. Executive acknowledges that his employment with
              the Company has in the past and will, of necessity, provide him
              with specialized knowledge which, if used in competition with the
              Company, or divulged to others, could cause serious harm to the
              Company. Accordingly, Executive will not at any time during or
              after his employment by the Company, directly or indirectly,
              divulge, disclose or communicate to any person, firm or
              corporation (in any manner whatsoever) any information concerning
              any matter affecting or relating to the Company or the business of
              the Company. While engaged as an employee of the Company, the
              Executive may only use information concerning any matters
              affecting or relating to the Company or the business of the
              Company for a purpose which is necessary to the carrying out of
              the Executive's duties as an employee of the Company, and the
              Executive may not make use of any information of the Company after
              he is no longer an employee of the Company. The Executive agrees
              to the foregoing without regard to whether all of the foregoing
              matters will be deemed confidential, material or important, it
              being stipulated by the parties. All information, whether written
              or otherwise, regarding the Company's business, including, but not
              limited to, information regarding customers, customer lists,
              costs, prices, earnings, products, services, formulae,
              compositions, machinery, equipment, apparatus, systems,
              manufacturing procedures, operations, potential acquisitions, new
              location plans, prospective and executed contracts and other
              business arrangements, and sources of supply, is PRIMA FACIE
              presumed to be important, material and confidential information of
              the Company for the purposes of this Agreement, except to the
              extent that such information may be otherwise lawfully and readily
              available to the general public. The Executive further agrees that
              he will, upon termination of his employment with the Company,
              return to the Company all books, records, lists and other written,
              typed or printed materials, whether furnished by the Company or
              prepared by the Executive, which contain any information relating
              to the Company's business, and the Executive agrees that he will
              neither make nor retain any copies of such materials after
              termination of employment. Notwithstanding any of the foregoing,
              the Executive will not be liable for any breach of these
              confidentiality provisions unless the same constitutes a material
              detriment to the Company, or due to the nature of the
 
                                 Page 16 of 23
<PAGE>
              information divulged and the manner in which it was divulged and
              the person to whom it was divulged would likely cause damage to
              the Company or constitute a material detriment to the Company.
 
   5.04.      GEOGRAPHICAL AREA. The geographical area within which the non-
              competition covenants of this Agreement shall apply is that
              territory within two hundred (200) miles of: (i) any of the
              Company's present offices, (ii) any of the Company's present rig
              yards, and (iii) any additional location where the Company, as of
              the date of any action taken in violation of the non- competition
              covenants of this Agreement, has an office, a rig yard, or
              definitive plans to locate an office or a rig yard.
              Notwithstanding the foregoing, if the two hundred (200) mile
              radius extends into another country and the Company is not then
              doing business in that other country, there will be no territorial
              limitations extending into such other country.
 
   5.05.      COMPANY REMEDIES FOR VIOLATION OF NON-COMPETITION OR
              CONFIDENTIALITY AGREEMENT. Without limiting the right of the
              Company to pursue all other legal and equitable rights available
              to it for violation of any of the covenants made by the Executive
              herein, it is agreed that:
 
              a.      the skills, experience and contacts of Executive are of a
                      special, unique, unusual and extraordinary character which
                      give them a peculiar value;
 
              b.      because of the nature of the business of the Company, the
                      restrictions agreed to by Executive as to time and area
                      contained in this Agreement are reasonable; and
 
              a.      the injury suffered by the Company by a violation of any
                      covenant in this Agreement resulting from loss of profits
                      created by the competitive use of such skills, experience
                      and contacts that otherwise will make it difficult to
                      calculate in damages in an action at law and cannot fully
                      compensate the Company for any violation of any covenant
                      in this Agreement, accordingly,
 
                      (i)    the Company shall be entitled to injunctive relief
                             to prevent violations of such covenants or
                             continuing violations thereof and to prevent
                             Executive from rendering any services to any
                             person, firm or entity in breach of such covenant
                             and to prevent Executive from divulging any
                             confidential information, and
 
                      (ii)   compliance with this Agreement is a condition
                             precedent to the Company's obligation to make
                             payments of any nature to the
 
                                 Page 17 of 23
<PAGE>
                             Executive.
 
   5.06.      TERMINATION OF BENEFITS FOR VIOLATION OF NON-COMPETITION AND
              CONFIDENTIALITY. If the Executive's termination was not after a
              Change in Control and if the Executive shall have materially
              violated the Confidentiality and/or Non-Competition Agreement or
              any agreement he may have signed as an employee of the Company,
              the Executive agrees that there shall be no obligation on the part
              of the Company to provide any payments or benefits (other than
              payments or benefits already earned or accrued) described in the
              Termination of Rights and Benefits Section hereof, subject to the
              provisions of Section 6.01 hereof. There will be no withholding of
              benefits or payments if the termination occurred after a Change in
              Control and the Executive will not be bound by the non-competition
              provisions if terminated while the Change in Control provisions
              hereof are applicable.
 
     VI.      GENERAL.
 
   6.01.      ENFORCEMENT COSTS. The Company is aware that upon the occurrence
              of a Change in Control, or under other circumstances even when a
              Change in Control has not occurred, the Board of Directors or a
              stockholder of the Company may then cause or attempt to cause the
              Company to refuse to comply with its obligations under this
              Agreement, or may cause or attempt to cause the Company to
              institute, or may institute, litigation seeking to have this
              Agreement declared unenforceable, or may take, or attempt to take
              other action to deny Executive the benefits intended under this
              Agreement; or actions may be taken to enforce the non-competition
              or confidentiality provisions of this Agreement. In these
              circumstances, the purpose of this Agreement could be frustrated.
              It is the intent of the parties that Executive not be required to
              incur the legal fees and expenses associated with the protection
              or enforcement of his rights under this Agreement by litigation or
              other legal action because such costs would substantially detract
              from the benefits intended to be extended to Executive hereunder
              nor be bound to negotiate any settlement of his rights hereunder
              under threat of incurring such costs. Accordingly, if at any time
              after the Effective Date of this Agreement, it should appear to
              the Executive that the Company is or has acted contrary to or is
              failing or has failed to comply with any of its obligations under
              this Agreement for the reason that it regards this Agreement to be
              void or unenforceable, that Executive has violated the terms of
              this Agreement, or for any other reason, or that the Company has
              purported to terminate his employment for cause or is in the
              course of doing so, or is withholding payments or benefits, or is
              threatening to withhold payments or benefits, contrary to this
              Agreement, or in the event that the Company or any other person
              takes any action to declare this Agreement void or unenforceable,
              or institutes any litigation or other legal action designed to
              deny, diminish or to
 
                                 Page 18 of 23
<PAGE>
              recover from Executive the benefits provided or intended to be
              provided to him hereunder, and the Executive has acted in good
              faith to perform his obligations under this Agreement, the Company
              irrevocably authorizes Executive from time to time to retain
              counsel of his choice at the expense of the Company to represent
              him in connection with the protection and enforcement of his
              rights hereunder including, without limitation, representation in
              connection with termination of his employment or withholding of
              benefits or payments contrary to this Agreement or with the
              initiation or defense of any litigation or any other legal action,
              whether by or against the Executive or the Company or any
              Director, Officer, stockholder or other person affiliated with the
              Company, in any jurisdiction. Company is not authorized to
              withhold the periodic payments of attorney's fees and expenses
              hereunder based upon any belief or assertion by the Company that
              Executive has not acted in good faith or has violated this
              Agreement. If Company subsequently establishes that Executive was
              not acting in good faith and has violated this Agreement,
              Executive will be liable to the Company for reimbursement of
              amounts paid due to Executive's actions not based on good faith
              and in violation of this Agreement. The reasonable fees and
              expenses of counsel selected from time to time by Executive as
              hereinabove provided shall be paid or reimbursed to Executive by
              the Company, on a regular, periodic basis within thirty (30) days
              after presentation by Executive of a statement or statements
              prepared by such counsel in accordance with its customary
              practices, up to a maximum aggregate amount of $250,000.00.
 
      6.02    INCOME, EXCISE OR OTHER TAX LIABILITY. Executive will be liable
              for and will pay all income tax liability by virtue of any
              payments made to the Executive under this Agreement, as if the
              same were earned and paid in the normal course of business and not
              the result of a Change in Control and not otherwise triggered by
              the "golden parachute" or excess payment provisions of the
              Internal Revenue Code of the United States, which would cause
              additional tax liability to be imposed. If any additional income
              tax, excise or other taxes are imposed on any amount or payment in
              the nature of compensation paid or provided to or on behalf of
              Executive, the Company shall "gross up" Executive for such tax
              liability by paying to Executive an amount sufficient so that
              after payment of all such taxes so imposed, Executive's position
              on an after-tax basis is what it would have been had no such
              additional taxes been imposed. Executive will cooperate with the
              company to minimize the tax consequences to the Executive and to
              the Company so long as the actions proposed to be taken by the
              Company do not cause any additional tax consequences to the
              Executive and do not prolong or delay the time that payments are
              to be made, or the amount of payments to be made, unless the
              Executive consents, in writing, to any delay or deferment of
              payment.
 
                                 Page 19 of 23
<PAGE>
   6.03.      PAYMENT OF BENEFITS UPON TERMINATION FOR CAUSE.  If the
              termination of the Executive is for cause and not after a Change
              in Control, the Company will have the right to withhold all
              payments (except those specified in Sections 6.01); provided,
              however, that if a final judgment is entered finding that cause
              did not exist for termination, the Company will pay all benefits
              to the Executive to which he would have been entitled had the
              termination not been for cause, plus interest on all amounts
              withheld from the Executive at the rate specified for judgments
              under Article 5069-1.05 V.A.T.S. but not less than ten percent
              (10%) per annum. If the termination for cause occurs after a
              Change in Control, the Company shall have no right to suspend or
              withhold payments to the Executive under any provision of this
              Agreement until or unless a final judgment is entered upholding
              the Company's determination that the termination was for cause, in
              which event the Executive will be liable to the Company for all
              amounts paid, plus interest at the rate allowed for judgments
              under Article 5069-1.05 V.A.T.S.
 
   6.04.      NON-EXCLUSIVE AGREEMENT. The specific arrangements referred to
              herein are not intended to exclude or limit Executive's
              participation in other benefits available to executive personnel
              generally, or to preclude or limit other compensation or benefits
              as may be authorized by the Board of Directors of the Company at
              any time, or to limit or reduce any compensation or benefits to
              which Executive would be entitled but for this Agreement.
 
   6.05.      NOTICES. Notices, requests, demands and other communications
              provided for by this Agreement shall be in writing and shall
              either be personally delivered by hand or sent by: (i) Registered
              or Certified Mail, return receipt requested, postage prepaid,
              properly packaged, addressed and deposited in the United States
              Postal System, (ii) by facsimile transmission if the receiver
              acknowledges receipt; (iii) by Federal Express or other expedited
              delivery service provided that acknowledgement of receipt is
              received and retained by the deliverer and furnished to the
              sender, if to the Executive, at the last address he has filed in
              writing with the Company, or if to the Company, to its Corporate
              Secretary at its principal executive offices.
 
   6.06.      NON-ALIENATION. The Executive shall not have any right to pledge
              hypothecate, anticipate, or in any way create a lien upon any
              amounts provided under this Agreement, and no payments or benefits
              due hereunder shall be assignable in anticipation of payment
              either by voluntary or involuntary acts or by operation of law. So
              long as the Executive lives, no person, other than the parties
              hereto, shall have any rights under or interest in this Agreement
              or the subject ,matter hereof. Upon the death of the Executive,
              his Executors, Administrators, devisees and heirs, in that order,
              shall have the right to enforce the provisions hereof.
 
                                 Page 20 of 23
<PAGE>
   6.07.      ENTIRE AGREEMENT: AMENDMENT. This Agreement constitutes the entire
              agreement of the parties with respect to the subject matter
              hereof. No provision of this Agreement may be amended, waived, or
              discharged except by the mutual written agreement of the parties.
              The consent of any other persons to any such amendment, waiver or
              discharge shall not be required.
 
   6.08.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
              inure to the benefit of the Company, its successors or assigns, by
              operation of law or otherwise including, without limitation, any
              corporation or other entity or persons which shall succeed
              (whether direct or indirect, by purchase, merger, consolidation or
              otherwise) to all or substantially all of the business and/or
              assets of the Company, and the Company will require any successor,
              by agreement in form and substance satisfactory to the Executive,
              expressly to assume and agree to perform this Agreement. Except as
              otherwise provided herein this Agreement shall be binding upon and
              inure to the benefit of the Executive and his legal
              representatives, heirs, and assigns, provided however, that in the
              event of the Executive's death prior to payment or distribution of
              all amounts, distributions, and benefits due him hereunder, each
              such unpaid amount and distribution shall be paid in accordance
              with this Agreement to the person or persons designated by
              Executive, to the Company, to receive such payment or distribution
              and in the event Executive has made no applicable designation, to
              his Estate. If the Company should split, divide or otherwise
              become more than one entity, all liability and obligations of the
              Company shall be the joint and several liability and obligation of
              all of the parts.
 
   6.09.      GOVERNING LAW. Except to the extent required to be governed by the
              laws of the State of Louisiana because the Company is incorporated
              under the laws of the State of Louisiana, the validity,
              interpretation and enforcement of this Agreement shall be governed
              by the laws of the State of Texas.
 
   6.10.      VENUE. To the extent permitted by applicable State and Federal
              law, venue for all proceedings hereunder will be in Harris County,
              Texas.
 
   6.11.      HEADINGS. The headings in this Agreement are inserted for
              convenience of reference only and shall not affect the meaning or
              interpretation of this Agreement.
 
   6.12.      SEVERABILITY. In the event that any provision or portion of this
              Agreement shall be determined to be invalid or unenforceable for
              any reason, the remaining provisions of this Agreement shall be
              unaffected thereby and shall remain in full force and effect.
 
   6.13.      PARTIAL INVALIDITY. In the event that any part, portion or section
              of this
 
                                 Page 21 of 23
<PAGE>
              Agreement is found to be invalid or unenforceable for any reason,
              the remaining provisions of this Agreement shall be binding upon
              the parties hereto and the Agreement will be construed to give
              meaning to the remaining provisions of this Agreement in according
              with the intent of this Agreement.
 
   6.14.      COUNTERPARTS. This Agreement may be executed in one or more
              counterparts, each of which shall be deemed to be original, but
              all of which together constitute one and the same instrument.
 
 
              IN WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization from its Board of Directors and the Compensation
Committee, the Company has caused these presents to be executed in its name and
on its behalf, and its corporate seal to be hereunto affixed and attested by its
Secretary or Assistant Secretary, all as of the day and year first above
written.
 
              Executed in multiple originals and/or counterparts as of the
Effective Date.
 
 
                            \s\PAUL A. BRAGG
                               PAUL A. BRAGG
 
 
                            PRIDE INTERNATIONAL, INC.
 
CORPORATE SEAL
 
                            By: RAY H. TOLSON
                                RAY H. TOLSON
                                CEO and Chairman of the Board
ATTEST:
 
By:  FRIDA A. MARTINEZ
     Frida A. Martinez
     Assistant Secretary