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               Provision                            Nabors Bermuda                       Nabors Delaware
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Board of Directors
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Size of Board                             Board must contain not               The provisions of Nabors
                                          less than five nor more              Delaware's organizational
                                          than eighteen directors, as          documents are substantially
                                          determined by the board              similar, except that the
                                          pursuant to a resolution             maximum number of
                                          adopted by the affirmative           directors is eleven.
                                          vote of a majority of the
                                          directors in office.
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Classified Board                          Directors are divided into           The provisions of Nabors
                                          three classes, each class to         Delaware's organizational
                                          consist, as nearly as                documents are substantially
                                          possible, of one-third of the        similar.
                                          total number of directors
                                          constituting the entire
                                          board of directors.  If the
                                          number of directors is
                                          changed, any increase or
                                          decrease will be
                                          apportioned among the
                                          classes so as to maintain
                                          each class as nearly equal
                                          as possible.  No reduction
                                          shall have the effect of
                                          shortening the term of any
                                          incumbent director.
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Term of Office                            Except for two classes of            The provisions of Nabors
                                          directors which shall                Delaware's organizational
                                          initially hold one and two           documents are substantially
                                          year terms expiring at the           similar.
                                          annual general meetings in
                                          2002 and 2003,
                                          respectively, the term of
                                          office of each director shall
                                          be until the third annual
                                          meeting following his or
                                          her election and until the
                                          election and qualification
                                          of his or her successor.
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Vacancies                                 Any vacancy among                    The provisions of Nabors
                                          directors of any class,              Delaware's organizational
                                          including a vacancy that             documents are substantially
                                          results from an increase in          similar, except vacancies
                                          the number of directors,             on the board may be filled
                                          may be filled for the                by a vote of the majority of
                                          unexpired term by a vote of          remaining directors
                                          the majority of remaining            regardless of whether a
                                          directors, regardless of             quorum is present.
                                          class, provided, that a
                                          quorum is present.  During
                                          any vacancy the remaining
                                          directors shall have full
                                          power to act as the board of
                                          directors of Nabors
                                          Bermuda.
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Removal of Directors                      Directors can be removed             The provisions of Nabors
                                          from office only for cause           Delaware's organizational
                                          by the affirmative vote of           documents are substantially
                                          the holders of a majority of         similar.
                                          the voting power of Nabors
                                          Bermuda on the relevant
                                          record date.
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Indemnification of                       o  Nabors Bermuda shall               Nabors Delaware's restated
Directors and Officers                    indemnify any current or             certificate of incorporation
                                          former director, officer,            makes indemnification of
                                          resident representative, or          directors and officers and
                                          any person serving or who            advancement of expenses
                                          has served at the request of         to defend claims against
                                          the company as a director,           directors and officers
                                          officer, employee or agent           mandatory on the part of
                                          of another corporation,              Nabors Delaware to the
                                          partnership, joint venture,          fullest extent permitted by
                                          trust or other enterprise,           the Delaware General
                                          against expenses actually            Corporation Law.
                                          and reasonably incurred in
                                          connection with any                  Delaware law generally
                                          threatened, pending or               permits a corporation to
                                          completed action, suit or            indemnify its directors and
                                          proceeding.                          officers against expenses,
                                                                               judgments, fines and
                                         o  Under the Companies                amounts paid in settlement
                                          Act, no indemnification if           actually and reasonably
                                          the individual is adjudged           incurred in connection with
                                          to be liable for fraud or            a third-party action, other
                                          dishonesty in the                    than a derivative action,
                                          performance of his or her            and against expenses
                                          duties to Nabors Bermuda             actually and reasonably
                                          (unless a court determines           incurred in the defense or
                                          otherwise).                          settlement of a derivative
                                                                               action, provided that there
                                         o  The indemnification                is a determination that the
                                          provided for in the bye-             individual acted in good
                                          laws is not exclusive of             faith and in a manner
                                          other rights to which a              reasonably believed to be
                                          director or officer may be           in or not opposed to the
                                          entitled, including rights           best interests of the
                                          provided pursuant to the             corporation.  That
                                          memorandum of                        determination must be
                                          association, bye-laws, any           made, in the case of an
                                          agreement, any insurance             individual who is a director
                                          purchased by Nabors                  or officer at the time of the
                                          Bermuda, vote of                     determination:
                                          stockholders or                     o  by a majority of the
                                          disinterested directors, or          disinterested directors,
                                          otherwise.                           even though less than a
                                                                               quorum;
                                                                              o  by a committee of
                                                                               disinterested directors,
                                                                               designated by a majority
                                                                               vote of disinterested
                                                                               directors, even though less
(                                                                              than a quorum;
                                                                              o by independent legal counsel,
                                                                               regardless of whether a quorum of
                                                                               disinterested directors exists;
                                                                               or
                                                                              o by a majority vote of the stockholders,
                                                                               at a meeting at which a quorum is present.

                                                                              Without court approval, however, no
                                                                              indemnification may be made in respect of
                                                                              any derivative action in which an
                                                                              individual is adjudged liable to the
                                                                              corporation.

                                                                              Delaware law requires indemnification of
                                                                              directors and officers for expenses
                                                                              relating to a successful defense on the
                                                                              merits or otherwise of a derivative or
                                                                              third-party action. Delaware law permits a
                                                                              corporation to advance expenses relating
                                                                              to the defense of any proceeding to
                                                                              directors and officers contingent upon
                                                                              those individuals' commitment to repay any
                                                                              advances, unless it is determined
                                                                              ultimately that those individuals are
                                                                              entitled to be indemnified.
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Shareholder Meetings
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Calling a Special Meeting                 May be called by the                May be called by the board
                                          Chairman of the board, the          or the Chairman or Vice-Chairman
                                          Deputy Chairman, the President,     of the board, the President, a Vice President
                                          the board of directors or           or the Secretary at the written request of the
                                          the stockholders when               holders of not less than 50% of the total
                                          requisitioned by the                number of shares of stock
                                          holders of 10% of the               then issued and outstanding and entitled
                                          Nabors Bermuda common               to vote.
                                          shares as provided by the
                                          Companies Act.
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Quorum Requirements;                      Holders of shares entitling          A majority of the shares
Adjournment                               them to exercise a majority          entitled to vote, represented
                                          of the voting power of               in person or by proxy,
                                          Nabors Bermuda on the                constitutes a quorum at a
                                          relevant date constitutes a          meeting of stockholders.
                                          quorum.  At any meeting              At any meeting duly called,
                                          duly called, holders of a            whether or not a quorum is
                                          majority of the voting               present, holders of a
                                          shares represented at the            plurality of the shares
                                          meeting may adjourn the              represented at the meeting
                                          meeting if a quorum is               may adjourn the meeting.
                                          present, and if not present,
                                          the meeting must be
                                          adjourned and Nabors
                                          Bermuda must provide
                                          notice to shareholders in
                                          the event the meeting is to
                                          be reconvened.
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Action by Written Consent                 The Companies Act                    Nabors Delaware's restated
                                          provides that shareholders           certificate of incorporation
                                          may take action by written           provides stockholders may
                                          consent with 100%                    act by written consent if
                                          shareholder consent                  such consent is signed by
                                          required.                            each stockholder entitled to
                                                                               vote on the matter.
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Advanced Notice Requirements              The Companies Act                    There are no similar
for Matters to be Considered at           provides that shareholders           provisions in Nabors
a General Meeting                         may, as set forth below and          Delaware's organizational
                                          at their own expense                 documents.
                                          (unless a company
                                          otherwise resolves), require
                                          a company to give notice of
                                          any resolution that the
                                          shareholders can properly
                                          propose at the next annual
                                          general meeting or to
                                          circulate a statement
                                          prepared by the
                                          shareholders in respect of
                                          any matter referred to in a
                                          proposed resolution or any
                                          business to be conducted at
                                          a general meeting.  The
                                          number of shareholders
                                          necessary for such a
                                          requisition of a resolution
                                          is either that number of
                                          shareholders representing
                                          at least 5% of the total
                                          voting rights of all
                                          shareholders having a right
                                          to vote at the meeting to
                                          which the requisition
                                          relates or not less than 100
                                          shareholders.

                                          Nabors Bermuda's bye-laws provide
                                          that all nominees for election to
                                          the board of directors must be
                                          made following written notice to
                                          the secretary of Nabors Bermuda
                                          accompanied by certain background
                                          and other information specified in
                                          the bye-laws. In connection with
                                          any annual general meeting,
                                          written notice of a shareholder's
                                          intention to make such nominations
                                          must be given to the secretary of
                                          Nabors Bermuda not less than 60
                                          days nor more than 90 days prior
                                          to the anniversary date of the
                                          immediately preceding annual
                                          general meeting, provided that in
                                          the event the annual general
                                          meeting is called for a date that
                                          is not within 30 days before or
                                          after such anniversary date, not
                                          later than the 10th day following
                                          the day on which such notice of
                                          the date of the annual general
                                          meeting was mailed or such public
                                          disclosure of the date of the
                                          annual general meeting was made,
                                          whichever occurs first. In order
                                          for a shareholder to bring other
                                          business before a shareholder
                                          meeting, timely notice must be
                                          received by the secretary of
                                          Nabors Bermuda within the time
                                          limits described above. The notice
                                          must include a description of the
                                          proposed item, the reasons the
                                          shareholder believes support its
                                          position concerning the item, and
                                          other specified matters.

                                          Nabors Bermuda will be subject to
                                          the Securities Exchange Act of
                                          1934, as amended, which provides
                                          that a shareholder who
                                          continuously holds at least
                                          US$2,000 in market value or 1% of
                                          a company's voting securities for
                                          at least one year prior to the
                                          submission of a proposal and
                                          through the meeting date may,
                                          subject to certain conditions,
                                          include the proposal in the
                                          company's proxy materials sent to
                                          shareholders.
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Amendments to Organizational Documents
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Memorandum of Association/                Nabors Bermuda's                     Nabors Delaware's
Certificate of Incorporation              memorandum of                        certificate of incorporation
                                          association may be                   may be amended if:
                                          amended in accordance
                                          with the Companies Act              o  the Nabors Delaware
                                          which allows the                     board sets forth the
                                          memorandum to be                     proposed amendment in a
                                          amended by the affirmative           resolution, declares the
                                          vote of a simple majority            advisability of the
                                          of the shareholders voting           amendment and direct that
                                          on the amendment.                    it be submitted to a vote at
                                                                               a meeting of stockholders;
                                                                               and

                                                                              o the holders of at least a
                                                                               majority of shares of stock
                                                                               entitled to vote on the matter
                                                                               approve the amendment.

                                                                              In addition, under Delaware law,
                                                                              class voting rights exist with
                                                                              respect to any amendments to the
                                                                              restated certificate of
                                                                              incorporation that adversely
                                                                              affect the terms of the shares
                                                                              of such class.
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Bye-laws/By-laws                          The bye-laws may be                 Nabors Delaware's by-laws
                                          amended by the board of             may be amended by:
                                          directors, subject to
                                          approval by the affirmative         o  the stockholders by the
                                          vote of holders of record            affirmative vote of the
                                          entitling them to exercise a         holders of a majority of the
                                          majority of the voting               stock entitled to vote at any
                                          power of Nabors Bermuda              annual or special meeting
                                          on the relevant record date          of stockholders if notice of
                                          at an annual or special              the proposed amendment is
                                          meeting called for such              contained in the notice of
                                          purpose, or without a                the special meeting; or
                                          meeting by the written
                                          consent of all the holders          o  the board of directors by
                                          of record of shares.                 the affirmative vote of the majority
                                                                               of the board at any regular
                                                                               meeting of the board or at any
                                                                               special meeting of the board if
                                                                               notice of the proposed amendment
                                                                               is contained in the notice of
                                                                               the special meeting.
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Voting Requirement for                    Except as otherwise                  Except as specifically
Stockholder Action                        specifically provided in the         provided in the restated
                                          bye-laws or the Companies            certificate of incorporation
                                          Act, any action to be taken          or the Delaware General
                                          by the shareholders may be           Corporation Law, any
                                          taken by the affirmative             action, other than the
                                          vote of a simple majority            election of directors, to be
                                          of the shares voting at a            taken by stockholders may
                                          general meeting of Nabors            be taken by the affirmative
                                          Bermuda.                             vote of the holders of a
                                                                               majority of the shares of Nabors
                                                                               Delaware present in person or
                                                                               represented by proxy at a
                                                                               meeting (at which a quorum is
                                                                               present) and entitled to vote.
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Purchase of Shares                        Any issued shares may be             Under Delaware law,
                                          purchased by Nabors                  Nabors Delaware's board
                                          Bermuda, to the extent not           has substantially similar
                                          prohibited by applicable             authority.
                                          law, by action of the board.
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Options and Warrants                      Directors may, in their              Under Delaware law,
                                          discretion, grant options for        Nabors Delaware's board
                                          any class or series of class,        has substantially similar
                                          to any persons for any               authority.
                                          period and upon such terms
                                          as the board may deem
                                          advisable, and cause
                                          appropriate instruments
                                          evidencing such options to
                                          be issued.
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Issuance of Preference                    The bye-laws provide that            The provisions of Nabors
Shares/Stock                              the board of directors of            Delaware's organizational
                                          Nabors Bermuda may from              documents are substantially
                                          time to time authorize by            similar.
                                          means of a board resolution
                                          the issuance of preference
                                          shares in one or more
                                          series of preference shares,
                                          and in the resolution or
                                          resolutions providing for
                                          the issue of such shares, the
                                          board of directors is
                                          expressly authorized to fix
                                          for each such series the
                                          number of shares which
                                          shall constitute such series,
                                          voting power, full or
                                          limited, or no voting
                                          power, and designations,
                                          preferences and relative,
                                          participating, optional or
                                          other special rights and
                                          qualifications, limitations
                                          or restrictions thereof.
                                          Such a "blank check" preference
                                          share provision could have
                                          certain "anti-takeover" effects.
                                          See "Description of Authorized
                                          Shares of Nabors Industries Ltd.
                                          - Anti-Takeover Provisions" on
                                          page 28.
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Approval of Merger/Sale of                The Companies Act                    In general, under Delaware
Assets                                    permits an amalgamation              law, a plan of merger or
                                          or merger between two or             consolidation must be
                                          more Bermuda companies,              approved by the affirmative
                                          or between one or more               vote of holders of a
                                          Bermuda "exempted                    majority of shares of each
                                          companies" and one or                such corporation entitled to
                                          more foreign companies.              vote thereon.
                                          As permitted by Bermuda
                                          law, shareholders holding a          Similarly, a sale of all or
                                          majority of the shares               substantially all of such
                                          voting at a meeting and              corporation's assets other
                                          each class of shares present         than in the ordinary course
                                          and voting at a meeting, is          of business, or a voluntary
                                          required to approve a                dissolution of such
                                          merger.                              corporation, requires the
                                                                               approval of such corporation's
                                          Under Bermuda law,                   board of directors and the
                                          Nabors Bermuda will be               affirmative vote of holders
                                          considered an "exempted              of a majority of the shares
                                          company" since it will be            entitled to vote thereon.
                                          owned  predominantly by
                                          non-Bermudians.

                                          See "Description of Authorized
                                          Shares of Nabors Industries Ltd.
                                          - Compulsory Acquisition of
                                          Shares Held by Minority Holders"
                                          on page 27.
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Shareholder Derivative Suits              Bermuda courts ordinarily            Delaware law requires that
                                          follow English law                   a stockholder bringing a
                                          precedent, which permits a           derivative suit against a
                                          shareholder derivative               Delaware corporation have
                                          action only:                         been a stockholder at the
                                                                               time of the disputed
                                          o    where the act                   transaction, or its shares
                                               complained of is                thereafter passed to the
                                               alleged to be beyond            stockholder by operation of
                                               the corporate power of          law from a stockholder
                                               Nabors Bermuda or to            person who was a holder at
                                               be illegal;                     that time.

                                          o    where an act requires           Under Delaware law, a
                                               approval by a greater           complaint in a derivative
                                               percentage of Nabors            suit must:
                                               Bermuda's shareholders
                                               than actually approved          o    state the plaintiff was a
                                               it; or                               stockholder at the time
                                                                                    of the transaction with
                                          o    where such an action is              respect to which the
                                               necessary in order that              plaintiff complains or
                                               there not be a violation             that the plaintiff's
                                               of Nabors Bermuda's                  shares thereafter
                                               organizational                       became the plaintiff's
                                               documents.                           by operation of law;
                                                                                    and

                                                                               o    (1) allege with
                                                                                    particularity the efforts
                                                                                    plaintiff has made to
                                                                                    obtain the action the
                                                                                    plaintiff desires from
                                                                                    the directors of the
                                                                                    corporation or (2) state
                                                                                    the reasons for the
                                                                                    plaintiff's failure to
                                                                                    obtain the action or for
                                                                                    not making the effort to
                                                                                    obtain the action.
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Alteration of Capital                     Nabors Bermuda may, by                Substantially similar rights
                                          resolution of the                     are provided under
                                          shareholders or where                 Delaware law.
                                          required, of a separate class
                                          of shareholders:

                                          o    increase its authorized
                                               share capital and par
                                               value;

                                          o    divide its shares into
                                               several classes and
                                               attach thereto
                                               respectively any
                                               preferential, deferred,
                                               qualified or special
                                               rights, privileges or
                                               conditions;

                                          o    consolidate and divide
                                               its share capital into
                                               shares of larger par
                                               value;

                                          o    subdivide its shares
                                               into shares of smaller
                                               par value than is fixed
                                               by the memorandum of
                                               association;

                                          o    make provision for the
                                               issue and allotment of
                                               shares which do not
                                               carry any voting rights;
                                               or

                                          o    cancel shares which, at
                                               the date of the passing
                                               of the resolution in that
                                               behalf, have not been
                                               taken or agreed to be
                                               taken by any person,
                                               and diminish the
                                               amount of its share
                                               capital by the amount
                                               of the shares cancelled
                                               and change the
                                               currency denomination
                                               of its share capital.
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