The Libra project is exploring and developing a very large deposit of oil and gas in the pre-salt area of Santos Basin, 100 miles offshore Brazil's coastline. Five companies have come together in a consortium together with Pré-sal Petróleo SA (PPSA) to develop this area under the country's first Production Sharing Contract (PSC). While still in the exploration phase, the project has been moving at a rapid pace, creating full field development scenarios, drilling wells, developing a system to collect dynamic reservoir information, and preparing for the initiation of its first production FPSO project. Ultimately, the field could see the drilling of nearly a hundred deepwater wells and the installation of several very large FPSOs. The area will be active with seismic, drilling, construction, production, installation and support vessels for many years. By applying industry safety statistics to the large number of man-hours required to bring these plans to life, the potential for fatalities, Lost Time Accidents (LTI's) and other HSE incidences associated with the project can be statistically extrapolated. With these figures in mind, Project Leadership embarked upon a program to substantially improve safety performance with an objective to not only develop this rare field efficiently, but to establish a legacy of exceptional HSE performance. Now three years into Libra's exploration and development, and already exceeding 20 million man-hours expended, this paper seeks to share the steps taken to improve the HSE Culture of the Libra team and the performance of its contractors and subcontractors. Examples of physical changes in specifications to improve process safety, and changes in leadership behavior will be cited. The paper will discuss the successes, challenges, and future opportunities, in the hope that broader discussion of these efforts will assist this project and the industry to achieve project objectives while assuring safe working environments.