THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Pride International, Inc. (PDE)

7/14/2006 Proxy Information

Until his term as a director expired at the annual meeting of stockholders on May 12, 2005, William E. Macaulay served as chairman of Pride’s board of directors. Mr. Macaulay, the Chairman and Chief Executive Officer of First Reserve Corporation, had been a director of Pride since First Reserve’s first investment in Pride in July 1999.

Until April 22, 2005, First Reserve Fund VII, Limited Partnership, and First Reserve Fund VIII, L.P., investment partnerships managed by First Reserve Corporation, and First Reserve Fund IX, L.P., an investment partnership managed by First Reserve GP IX, Inc., owned of record in the aggregate more than five percent of the total shares of Pride common stock outstanding.

Pride, Fund VII, Fund VIII and Fund IX were subject to a stockholders agreement providing that, as long as Fund VII, Fund VIII, Fund IX or any of their affiliates, referred to in this proxy statement as the “First Reserve Group,” owned Company Securities that represented at least 5% of the voting power of Pride, Fund VIII was entitled to nominate one director to Pride’s board of directors. “Company Securities” included Pride common stock and other securities that were convertible into, exchangeable for or exercisable for the purchase of, or otherwise give the holder any rights in, Pride common stock or any class or series of Pride’s preferred stock entitled to vote generally for the election of directors or otherwise. Fund VIII could assign its right to nominate a director to Fund VII or Fund IX. Mr. Macaulay served as Fund VIII’s director nominee. The stockholders agreement also provided for restrictions on the acquisition, transfer and voting of Company Securities by the First Reserve Group. Members of the First Reserve Group were provided demand and piggyback registration rights with respect to Pride common stock they owned.

In May 2005, Pride completed a public offering of 5,976,251 shares of its common stock under its “shelf” registration statement. Pride used the net proceeds of approximately $123.6 million (before offering expenses) to purchase a total of 5,976,251 shares of Pride common stock from the three First Reserve funds at a price per share equal to the proceeds per share that Pride received from the offering. The shares repurchased from the funds were subsequently retired. There was no increase in the total number of outstanding shares of Pride common stock resulting from these transactions. In connection with the transaction, the stockholders agreement described above was terminated.

4/8/2005 Proxy Information

Mr. McBride, a member of the Compensation Committee, is a partner with the law firm of Bracewell & Giuliani, L.L.P., which provides legal services to Pride from time to time.

First Reserve Fund VII, Limited Partnership, and First Reserve Fund VIII, L.P., investment partnerships managed by First Reserve Corporation, and First Reserve Fund IX, L.P., an investment partnership managed by First Reserve GP IX, Inc., owned of record a total of 9,119,401 shares of Pride common stock as of March 31, 2005, or approximately 6.5% of the total shares outstanding as of that date.

Pride, Fund VII, Fund VIII and Fund IX have entered into a stockholders agreement providing that, as long as Fund VII, Fund VIII, Fund IX or any of their affiliates, referred to in this proxy statement as the “First Reserve Group,” own Company Securities that represent at least 5% of the voting power of Pride, Fund VIII is entitled to nominate one director to Pride’s board of directors. “Company Securities” include Pride common stock and other securities that are convertible into, exchangeable for or exercisable for the purchase of, or otherwise give the holder any rights in, Pride common stock or any class or series of Pride’s preferred stock entitled to vote generally for the election of directors or otherwise. Fund VIII may assign its right to nominate a director to Fund VII or Fund IX. Mr. Macaulay currently serves as Fund VIII’s director nominee. Based on discussions with representatives of the First Reserve Group, Pride does not expect the funds to designate a replacement for Mr. Macaulay to serve upon his retirement. The stockholders agreement also provides that:

• Members of the First Reserve Group are restricted from acquiring Company Securities without Pride’s consent if the effect would be to increase the First Reserve Group’s ownership of Company Securities to an amount exceeding 19% of either the voting power of Pride or the number of outstanding shares of any class or series of Company Securities.

• Members of the First Reserve Group are restricted from transferring any Company Securities they own except in accordance with the stockholders agreement, which permits, among others, sales registered under the Securities Act of 1933, sales effected in compliance with Rule 144 under the Securities Act and other privately negotiated sales. Members of the First Reserve Group will, however, use their reasonable efforts to refrain from knowingly transferring more than 5% of the voting power of Pride to one person pursuant to sales registered under the Securities Act or other privately negotiated sales unless Pride consents.

• Members of the First Reserve Group will vote all Company Securities they beneficially own with respect to each matter submitted to Pride’s stockholders involving a business combination or other change in control of Pride that has not been approved by the board of directors either (a) in the manner recommended by the board or (b) proportionately with all other holders of Company Securities voting with respect to such matter. The First Reserve Group will, however, retain the power to vote for the election of the First Reserve nominee to Pride’s board. No member of the First Reserve Group will take any action, or solicit proxies in any fashion, inconsistent with the provisions of this paragraph.

• No member of the First Reserve Group will join a group or otherwise act in concert with any other person for the purpose of acquiring, holding, voting or disposing of any Company Securities, other than the First Reserve Group itself.

These restrictions generally will not apply during any period that the First Reserve director designee is not serving as a director either (a) as a result of a failure of Pride or its board to comply with the terms of the stockholders agreement or (b) if such designee is not elected by the stockholders.

Members of the First Reserve Group also are provided demand and piggyback registration rights with respect to Pride common stock they own.

Except with respect to registration rights, the stockholders agreement will terminate upon the earliest to occur of (a) April 1, 2009 or (b) the sale or other disposition by the First Reserve Group of Company Securities if, after and giving effect to such sale or disposition, the First Reserve Group beneficially owns less than 5% of the voting power of Pride.

4/20/2004 Proxy Information

Mr. Macaulay is Chairman and Chief Executive Officer of First Reserve Corporation and First Reserve GP IX, Inc., which manage three investment funds that own approximately 14% of the outstanding Pride common stock.

Mr. McBride has been a Partner with the law firm Bracewell & Patterson, L.L.P. since 1980. Bracewell & Patterson provides legal services to Pride from time to time.

First Reserve Fund VII, Limited Partnership, and First Reserve Fund VIII, L.P., investment partnerships managed by First Reserve Corporation, and First Reserve Fund IX, L.P., an investment partnership managed by First Reserve GP IX, Inc., currently own of record a total of 19,510,501 shares of Pride common stock, or approximately 14% of the total shares outstanding.

Pride, Fund VII, Fund VIII and Fund IX have entered into a stockholders agreement providing that, as long as Fund VII, Fund VIII, Fund IX or any of their affiliates, referred to in this proxy statement as the “First Reserve Group,” own Company Securities that represent at least 5% of the voting power of Pride, Fund VIII is entitled to nominate one director to Pride’s board of directors. “Company Securities” include Pride common stock and other securities that are convertible into, exchangeable for or exercisable for the purchase of, or otherwise give the holder any rights in, Pride common stock or any class or series of Pride’s preferred stock entitled to vote generally for the election of directors or otherwise. Fund VIII’s director nominee currently is William E. Macaulay, chairman and chief executive officer of First Reserve. Fund VIII may assign its right to nominate a director to Fund VII or Fund IX. In addition, the stockholders agreement provides that:

• Members of the First Reserve Group are restricted from acquiring Company Securities without Pride’s consent if the effect would be to increase the First Reserve Group’s ownership of Company Securities to an amount exceeding 19% of either the voting power of Pride or the number of outstanding shares of any class or series of Company Securities.

• Members of the First Reserve Group are restricted from transferring any Company Securities they own except in accordance with the stockholders agreement, which permits, among others, sales registered under the Securities Act of 1933, sales effected in compliance with Rule 144 under the Securities Act and other privately negotiated sales. Members of the First Reserve Group will, however, use their reasonable efforts to refrain from knowingly transferring more than 5% of the voting power of Pride to one person pursuant to sales registered under the Securities Act or other privately negotiated sales unless Pride consents.

• Members of the First Reserve Group will vote all Company Securities they beneficially own with respect to each matter submitted to Pride’s stockholders involving a business combination or other change in control of Pride that has not been approved by the board of directors either (a) in the manner recommended by the board or (b) proportionately with all other holders of Company Securities voting with respect to such matter. The First Reserve Group will, however, retain the power to vote for the election of the First Reserve nominee to Pride’s board. No member of the First Reserve Group will take any action, or solicit proxies in any fashion, inconsistent with the provisions of this paragraph.

• No member of the First Reserve Group will join a group or otherwise act in concert with any other person for the purpose of acquiring, holding, voting or disposing of any Company Securities, other than the First Reserve Group itself.

These restrictions generally will not apply during any period that the First Reserve director designee is not serving as a director either (a) as a result of a failure of Pride or its board to comply with the terms of the stockholders agreement or (b) if such designee is not elected by the stockholders.

Members of the First Reserve Group also are provided demand and piggyback registration rights with respect to Pride common stock they own.

4/25/2003 Proxy Information

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with Pride’s March 2002 issuance of 2 1/2% Convertible Senior Notes Due 2007, First Reserve Fund IX, L.P., an investment partnership managed by First Reserve GP IX, Inc., purchased through the initial purchaser of the notes 7,874,015 shares of Pride common stock from certain purchasers of the notes. In connection with such purchase, Pride’s board of directors has taken action under its stockholder rights plan to increase the applicable percentage of beneficial stock ownership that triggers the plan, only as it applies to the First Reserve funds and their affiliates, from 15% to 19%. In October 2002, First Reserve Fund VIII, L.P. and First Reserve Fund VII, Limited Partnership, investment partnerships managed by First Reserve Corporation, transferred to Pride their 11.9% interest in the joint venture that is constructing two fourth-generation semisubmersible drilling rigs, currently referred to as the Amethyst 4 and the Amethyst 5, in exchange for a total of 527,652 shares of Pride common stock. Pride currently owns a 30% interest in the joint venture. As a result of these transactions and previous purchases of Pride common stock by Fund VII and Fund VIII, Fund VII, Fund VIII and Fund IX currently own of record a total of 20,049,402 shares of Pride common stock, or approximately 15% of the total shares outstanding.

Pride, Fund VII, Fund VIII and Fund IX have entered into a stockholders agreement providing that, as long as Fund VII, Fund VIII, Fund IX or any of their affiliates, referred to in this proxy statement as the “First Reserve Group,” own Company Securities that represent at least 5% of the voting power of Pride, Fund VIII is entitled to nominate one director to Pride’s board of directors. “Company Securities” include Pride common stock and other securities that are convertible into, exchangeable for or exercisable for the purchase of, or otherwise give the holder any rights in, Pride common stock or any class or series of Pride’s preferred stock entitled to vote generally for the election of directors or otherwise. Fund VIII’s director nominee currently is William E. Macaulay, chairman and chief executive officer of First Reserve. Fund VIII may assign its right to nominate a director to Fund VII or Fund IX. In addition, the stockholders agreement provides that:

• Members of the First Reserve Group are restricted from acquiring Company Securities without Pride’s consent if the effect would be to increase the First Reserve Group’s ownership of Company Securities to an amount exceeding 19% of either the voting power of Pride or the number of outstanding shares of any class or series of Company Securities.

• Members of the First Reserve Group are restricted from transferring any Company Securities they own except in accordance with the stockholders agreement, which permits, among others, sales registered under the Securities Act of 1933, sales effected in compliance with Rule 144 under the Securities Act and other privately negotiated sales. Members of the First Reserve Group will, however, use their reasonable efforts to refrain from knowingly transferring more than 5% of the voting power of Pride to one person pursuant to sales registered under the Securities Act or other privately negotiated sales unless Pride consents.

• Members of the First Reserve Group will vote all Company Securities they beneficially own with respect to each matter submitted to Pride’s stockholders involving a business combination or other change in control of Pride that has not been approved by the Board of Directors either (a) in the manner recommended by the Board or (b) proportionately with all other holders of Company Securities voting with respect to such matter. The First Reserve Group will, however, retain the power to vote for the election of the First Reserve nominee to Pride’s board. No member of the First Reserve Group will take any action, or solicit proxies in any fashion, inconsistent with the provisions of this paragraph.

• No member of the First Reserve Group will join a group or otherwise act in concert with any other person for the purpose of acquiring, holding, voting or disposing of any Company Securities, other than the First Reserve Group itself.

These restrictions generally will not apply during any period that the First Reserve director designee is not serving as a director either (a) as a result of a failure of Pride or its board to comply with the terms of the stockholders agreement or (b) if such designee is not elected by the stockholders.

Members of the First Reserve Group also are provided demand and piggyback registration rights with respect to Pride common stock they own.

Ralph D. McBride is a partner with the law firm Bracewell & Patterson, L.L.P. Bracewell & Patterson provides legal services to Pride from time to time.