Amendment to Option Award Agreement

EXHIBIT 10.2

AMENDMENT TO
OPTION AWARD AGREEMENTS

     WHEREAS, under the Company’s 1993 Directors’ Stock Option Plan (the “Plan”), William E. Macaulay (“Optionee”), a non-employee director of Pride International, Inc. (the “Company”), was awarded options to purchase shares of the Company’s common stock pursuant to option award agreements (the “Option Award Agreements”) with the following grant dates:

January 2, 2003
January 2, 2002
July 17, 2001;
July 25, 2000;
July 14, 1999; and

     WHEREAS, the Board of Directors of the Company (the “Board”) has authorized an amendment to the plan to permit the exercise of stock options during their full term; and

     WHEREAS, the stock options outstanding under the Option Award Agreements are fully exercisable by their terms; and

     WHEREAS, pursuant to the authorization of the Board, the Nominating and Corporate Governance Committee of the Board has approved the amendment of the Option Award Agreements to permit the exercise of stock options during their full term as set forth below;

     NOW, THEREFORE, the Option Award Agreements are hereby amended such that any and all stock options outstanding as of May 12, 2005 pursuant to the Option Award Agreements shall be exercisable for the full original ten-year tem of such stock options.

     IN WITNESS WHEREOF, Optionee has hereunto set his hand and the Company has caused these presents to be executed in its name and on its behalf, effective as of May 12, 2005.