EXHIBIT 10.01

RESTRICTED STOCK AGREEMENT
NABORS INDUSTRIES, INC.

This Restricted Stock Grant ("Restricted Stock Grant") that is effective the ____ day of ____________, 200__ is between Nabors Industries, Inc. ("NII"), acting on behalf of Nabors Industries Ltd. ("NIL" or the "Company") and at the request of a subsidiary of NIL (the "Subsidiary"), and [NAME] ("Grantee"), an employee of Subsidiary.

Upon the Date of Grant, the fair market value of a share of Common Stock of NIL was _______.

RECITALS

Under the Nabors Industries Inc., 2003 Employee Stock Plan ("2003 Plan"), the Compensation Committee of the Board of Directors (the "Committee") has determined the form of this Restricted Stock Grant and selected the Grantee, an Eligible Person, to receive this Restricted Stock Grant and the shares of Common Stock that are subject hereto. The applicable terms of the 2003 Plan are incorporated in this Restricted Stock Grant by reference, including the definition of terms contained in the 2003 Plan.

RESTRICTED STOCK GRANT

In accordance with the terms of the 2003 Plan, the Committee has made this Restricted Stock Grant and concurrently has issued or transferred to the Grantee shares of Common Stock upon the following terms and conditions:

SECTION 1. Number of Shares. The number of shares of Common Stock awarded under this Restricted Stock Grant is _______________ (the "Award").

SECTION 2. Rights of the Grantee as Shareholder. The Grantee, as the owner of the shares of Common Stock issued or transferred pursuant to this Restricted Stock Grant, is entitled to all the rights of a shareholder of NIL, including the right to vote, the right to receive dividends payable either in stock or in cash, and the right to receive shares in any recapitalization of the Company, subject, however, to the restrictions stated in this Restricted Stock Grant. If the Grantee receives any additional shares by reason of being the holder of the shares of Common Stock issued or transferred under this Restricted Stock Grant or of the additional shares previously distributed to the Grantee, all of the additional shares shall be subject to the provisions of this Restricted Stock Grant. Initially, the shares of Common Stock will be held in an account maintained with the processor under the 2003 Plan (the "Account"). At the discretion of NIL, NIL may provide the Grantee with a certificate for the shares, which would bear a legend as described in Section 5.

SECTION 3. Restriction Period. The period of restriction ("Restriction Period") for the shares of Common Stock issued under this Restricted Stock Grant shall commence on the Date of Grant and shall expire in three equal annual installments beginning on the first calendar year anniversary hereof (i.e., the award will vest one-third per year).

SECTION 4. Terms and Conditions. The Award is subject to the following terms and conditions:

a. Any Award made to Grantee shall be for the benefit of the Grantee, his heirs, devisees, legatees or assigns at any time. In the event of termination of employment for any reason, except by NIL or the Subsidiary for cause or by voluntary resignation by Grantee (in which case any unvested portion of this Award shall be forfeited), any unvested portion of this Award shall become immediately vested as of the date of termination of employment without regard to the Restriction Period set forth in Section 3 above. The term "for cause" shall have the same meaning as in Section 1(h) of the Grantee's employment agreement effective ________________. Notwithstanding anything to the contrary in any plan, policy, or other document (including, but not limited to, the Plan), Section 4 of this Agreement shall exclusively govern the rights of the Grantee with respect to the Award upon termination of employment.

b. Except as otherwise provided in this Agreement, this Restricted Stock Grant is subject to, and the Subsidiary and the Grantee agree to be bound by, all the terms and conditions of the 2003 Plan, as the same may have been amended from time to time in accordance with its terms. Pursuant to said 2003 Plan, the Board of Directors of NIL or its Committee established for such purposes is vested with conclusive authority to interpret and construe the 2003 Plan and this Agreement, and is authorized to adopt rules and regulations for carrying out the 2003 Plan.

SECTION 5. Legend on Certificates. Any certificate evidencing ownership of shares of Common Stock issued or transferred pursuant to this Restricted Stock Grant that is delivered during the Restriction Period shall bear the following legend on the back side of the certificate:

These shares have been issued or transferred subject to a Restricted Stock Grant and are subject to certain restrictions as more particularly set forth in a Restricted Stock Grant Agreement, a copy of which is on file with Nabors Corporate Services, Inc.

At the discretion of NIL, NIL may hold the shares of Common Stock issued or transferred pursuant to this Restricted Stock Grant in an Account as described in Section 2, otherwise hold them in escrow during the Restriction Period, or issue a certificate to the Grantee bearing the legend set forth above.

SECTION 6. Section 83(b) Election. If the Grantee makes an election pursuant to Section 83(b) of the Internal Revenue Code, the Grantee shall promptly (but in no event after thirty (30) days from grant) file a copy of such election with NIL, and cash payment for taxes shall be made at the time of such election.

SECTION 7. Withholding Tax. Before NIL removes restrictions on transfer from the Account or delivers a certificate for shares of Common Stock issued or transferred pursuant to this Restricted Stock Grant that bears no legend or otherwise delivering shares free from restriction, the Grantee shall be required to pay to NIL (or to the Subsidiary, if so designated by NII or NIL) the amount of federal, state or local taxes, if any, required by law to be withheld ("Withholding Obligation"). Subject to any subsequent Committee determination, NIL will withhold the number of shares required to satisfy any Withholding Obligation, and provide to Grantee a net balance of shares ("Net Shares") unless NIL receives notice not less than five (5) days before any Withholding Obligation arises that Grantee intends to deliver funds necessary to satisfy the Withholding Obligation in such manner as NIL may establish or permit. Notwithstanding any such notice, if Grantee has not delivered funds within fifteen (15) days of after the Withholding Obligation arises, NIL may elect to deliver Net Shares.

SECTION 8. Notices and Payments. Any notice to be given by the Grantee under this Restricted Stock Grant shall be in writing and shall be deemed to have been given only upon receipt by the Stock Plan Administrator of Nabors Corporate Services, Inc. at the offices of Nabors Corporate Services, Inc. in Houston, Texas, or at such address as may be communicated in writing to the Grantee from time to time. Any notice or communication by NIL, NII, or the Subsidiary to the Grantee under this Restricted Stock Grant shall be in writing and shall be deemed to have been given if sent to the Grantee at the address listed in the records of NIL or at such address as specified in writing to NIL by the Grantee.

SECTION 9. Waiver. The waiver by NIL of any provision of this Restricted Stock Grant shall not operate as, or be construed to be, a waiver of the same or any other provision of this Restricted Stock Grant at any subsequent time for any other purpose.

SECTION 10. Governing Law & Severability. The Plan and all rights and obligations thereunder shall be construed in accordance with and governed by the laws of the State of Delaware. If any provision of this Agreement should be held invalid, the remainder of this Agreement shall be enforced to the greatest extent permitted by applicable law, it being the intent of the parties that invalid or unenforceable provisions are severable.

SECTION 11. Entire Agreement. This Agreement, together with the Plan, contains the entire agreement between the parties with respect to the subject matter and supersedes any and all prior understandings, agreements or correspondence between the parties.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

NABORS INDUSTRIES, INC.

By:-------------------------

GRANTEE

EXHIBIT 10.02

RESTRICTED STOCK AGREEMENT
NABORS INDUSTRIES, INC.

This Restricted Stock Grant ("Restricted Stock Grant") that is effective the ____ day of _______________, 200__ is between Nabors Industries, Inc. ("NII"), acting on behalf of Nabors Industries Ltd. ("NIL" or the "Company") and at the request of a subsidiary of NIL (the "Subsidiary"), and [NAME] ("Grantee"), an employee of Subsidiary.

Upon the Date of Grant, the fair market value of a share of Common Stock of NIL was _______.

RECITALS

Under the Nabors Industries Inc., 2003 Employee Stock Plan ("2003 Plan"), the Compensation Committee of the Board of Directors (the "Committee") has determined the form of this Restricted Stock Grant and selected the Grantee, an Eligible Person, to receive this Restricted Stock Grant and the shares of Common Stock that are subject hereto. The applicable terms of the 2003 Plan are incorporated in this Restricted Stock Grant by reference, including the definition of terms contained in the 2003 Plan.

RESTRICTED STOCK GRANT

In accordance with the terms of the 2003 Plan, the Committee has made this Restricted Stock Grant and concurrently has issued or transferred to the Grantee shares of Common Stock upon the following terms and conditions:

SECTION 1. Number of Shares. The number of shares of Common Stock awarded under this Restricted Stock Grant is _______________ (the "Award").

SECTION 2. Rights of the Grantee as Shareholder. The Grantee, as the owner of the shares of Common Stock issued or transferred pursuant to this Restricted Stock Grant, is entitled to all the rights of a shareholder of NIL, including the right to vote, the right to receive dividends payable either in stock or in cash, and the right to receive shares in any recapitalization of the Company, subject, however, to the restrictions stated in this Restricted Stock Grant. If the Grantee receives any additional shares by reason of being the holder of the shares of Common Stock issued or transferred under this Restricted Stock Grant or of the additional shares previously distributed to the Grantee, all of the additional shares shall be subject to the provisions of this Restricted Stock Grant. Initially, the shares of Common Stock will be held in an account maintained with the processor under the 2003 Plan (the "Account"). At the discretion of NIL, NIL may provide the Grantee with a certificate for the shares, which would bear a legend as described in Section 6.

SECTION 3. Restriction Period. The period of restriction ("Restriction Period") for the shares of Common Stock issued under this Restricted Stock Grant shall commence on the Date of Grant and shall expire in four equal annual installments beginning on the first calendar year anniversary hereof (i.e., the award will vest 25% per year). In addition, the Restriction Period shall expire earlier as to all shares of Common Stock issued under this Restricted Stock

Grant upon the earlier of (i) the date of death of the Grantee, or (ii) the date of qualifying disability of the Grantee.

SECTION 4. Terms and Conditions. The Award is subject to the following terms and conditions:

a. If Grantee ceases for any reason to be an employee of the Subsidiary (or an employee of any other subsidiary of NIL) any unvested portion of this Award shall be forfeited, the Grantee will assign, transfer, and deliver the certificates or any other evidence of ownership of such shares to NIL or the Subsidiary, all interest of the Grantee in such shares shall terminate, and Grantee shall cease to be a shareholder with respect to such shares.

b. During the Restriction Period, the Grantee must not, voluntarily or involuntarily, sell, assign, transfer, pledge, or otherwise dispose of any unvested portion of the Award. Any attempted sale, assignment, transfer, pledge or other disposition of any unvested portion of the Award whether voluntary or involuntary, shall be ineffective and NIL (i) shall not be required to transfer the shares, (ii) may impound any certificates for the shares or otherwise restrict Grantee's account and (iii) hold the certificates until the expiration of the Restriction Period.

c. If the Board of Directors of NIL or any committee of the Board of Directors, prior to or following the date Grantee ceases for any reason whatsoever to be an employee of the Subsidiary (or any other subsidiary of NIL), and after full consideration of the facts, find by majority vote that Grantee has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or any other conduct inimical to NII, NIL or Subsidiary, Grantee shall forfeit this entire Award, whether or not vested. The decision of the Board of Directors of NIL or such committee shall be final.

d. During the term of employment and for a period of one (1) year following the termination of employment with the Subsidiary (or any other subsidiary of NIL), a Grantee, who has received $80,000 (eighty thousand) or more in base salary and cash bonus in the aggregate from the Subsidiary (or any other subsidiary of NIL) during a one (1) year period preceding the date of termination, agrees that he or she will not (i) individually or on behalf of his or her employer or any other person or entity, directly or indirectly, solicit, divert, or recruit any employee of NIL, NII, Subsidiary or affiliated companies, or induce any employee of NIL, NII, Subsidiary or affiliated companies, to terminate his or her employment, or (ii) directly or indirectly, as an employee, principal, agent, trustee or otherwise, engage in any business through a corporation, partnership or other entity that competes directly with any business that is conducted by NIL, NII, Subsidiary or affiliated companies. If the Board of Directors of NIL or any committee of the Board of Directors, prior to or following the date a Grantee ceases, for any reason whatsoever, to be an employee of the Subsidiary (or any other subsidiary of NIL) and after full consideration of the facts, find by majority vote that Grantee has engaged in any of the activities mentioned in (i) or (ii) above, Grantee shall forfeit any unvested portion of the Award. The decision of the Board of Directors of NIL or any committee of the Board of Directors shall be final.

e. Nothing in this Restricted Stock Grant shall confer on any individual any right to continue in the employ of the Subsidiary or to interfere in any way with the right of the Subsidiary to terminate the Grantee's employment at any time.

f. This Restricted Stock Grant is subject to, and the Subsidiary and the Grantee agree to be bound by, all the terms and conditions of the 2003 Plan under which this Restricted Stock Grant was granted, as the same may have been amended from time to time in accordance with its terms. Pursuant to said 2003 Plan, the Board of Directors of NIL or its Committee established for such purposes is vested with conclusive authority to interpret and construe the 2003 Plan and this Agreement, and is authorized to adopt rules and regulations for carrying out the 2003 Plan. A copy of the 2003 Plan in its present form is available to inspection during business hours by the Grantee or other persons entitled to exercise this Restricted Stock Grant at NII's principal office.

For purposes of this Restricted Stock Grant, NIL will determine when employment terminates. A Grantee's employment will not be deemed to have terminated if the Grantee goes on military leave, medical leave or other bona fide leave of absence, if the leave was approved by NIL or any of its Subsidiaries in writing and if continued crediting of employment is required by applicable law, the Company's policies or the terms of Grantee's leave; provided that vesting dates may be adjusted in accordance with NIL's policies or the terms of Grantee's leave.

SECTION 5. Lapse of Restrictions. At the end of the Restriction Period, if the condition specified in Section 4.a has been satisfied during the Restriction Period, all restrictions shall terminate on the related shares, and the Grantee shall be entitled to transfer the shares from the Account or receive certificates without the legend prescribed in Section 6. However, in the event of an attempted violation of the condition specified in Section 4.b, NIL shall be entitled to delay transfers or withhold delivery of any of the certificates if, and for so long as, in the judgment of NIL's counsel, NIL would incur a risk of liability to any party to whom such shares were purported to be sold, transferred, pledged or otherwise disposed.

SECTION 6. Legend on Certificates. Any certificate evidencing ownership of shares of Common Stock issued or transferred pursuant to this Restricted Stock Grant that is delivered during the Restriction Period shall bear the following legend on the back side of the certificate:

These shares have been issued or transferred subject to a Restricted Stock Grant and are subject to substantial restrictions, including but not limited to, a prohibition against transfer, either voluntary or involuntary, and a provision requiring transfer of these shares to Nabors Industries Ltd. ("NIL") without any payment in the event of termination of the employment of the registered owner, all as more particularly set forth in a Restricted Stock Grant, a copy of which is on file with Nabors Corporate Services, Inc.

At the discretion of NIL, NIL may hold the shares of Common Stock issued or transferred pursuant to this Restricted Stock Grant in an Account as described in Section 2, otherwise hold them in escrow during the Restriction Period, or issue a certificate to the Grantee bearing the legend set forth above.

SECTION 7. Specific Performance of the Grantee's Covenants. By accepting this Restricted Stock Grant and the issuance and delivery of the shares of Common Stock pursuant to this Restricted Stock Grant, the Grantee acknowledges that NIL does not have an adequate remedy in damages for the breach by the Grantee of the conditions and covenants set forth in this Restricted Stock Grant and agrees that NIL is entitled to and may obtain an order or a decree of specific performance against the Grantee issued by any court having jurisdiction.

SECTION 8. Employment with NIL. Nothing in this Restricted Stock Grant or in the 2003 Plan shall confer upon the Grantee the right to continued employment with NIL or any of its subsidiaries.

SECTION 9. Section 83(b) Election. If the Grantee makes an election pursuant to Section 83(b) of the Internal Revenue Code, the Grantee shall promptly (but in no event after thirty (30) days from grant) file a copy of such election with NIL, and cash payment for taxes shall be made at the time of such election.

SECTION 10. Withholding Tax. Before NIL removes restrictions on transfer from the Account or delivers a certificate for shares of Common Stock issued or transferred pursuant to this Restricted Stock Grant that bears no legend or otherwise delivering shares free from restriction, the Grantee shall be required to pay to NIL (or to the Subsidiary, if so designated by NII or NIL) the amount of federal, state or local taxes, if any, required by law to be withheld ("Withholding Obligation"). Subject to any subsequent Committee determination, NIL will withhold the number of shares required to satisfy any Withholding Obligation, and provide to Grantee a net balance of shares ("Net Shares") unless NIL receives notice not less than five (5) days before any Withholding Obligation arises that Grantee intends to deliver funds necessary to satisfy the Withholding Obligation in such manner as NIL may establish or permit. Notwithstanding any such notice, if Grantee has not delivered funds within fifteen (15) days of after the Withholding Obligation arises, NIL may elect to deliver Net Shares.

SECTION 11. Notices and Payments. Any notice to be given by the Grantee under this Restricted Stock Grant shall be in writing and shall be deemed to have been given only upon receipt by the Stock Plan Administrator of Nabors Corporate Services, Inc. at the offices of Nabors Corporate Services, Inc. in Houston, Texas, or at such address as may be communicated in writing to the Grantee from time to time. Any notice or communication by NIL, NII, or the Subsidiary to the Grantee under this Restricted Stock Grant shall be in writing and shall be deemed to have been given if sent to the Grantee's e-mail address maintained by the Company or any of its subsidiaries, made through the employee portal maintained by the Company or any of its subsidiaries, or if mailed or delivered to the Grantee at the address listed in the records of NIL or at such address as specified in writing to NIL by the Grantee.

SECTION 12. Waiver. The waiver by NIL of any provision of this Restricted Stock Grant shall not operate as, or be construed to be, a waiver of the same or any other provision of this Restricted Stock Grant at any subsequent time for any other purpose.

SECTION 13. Termination or Modification of Restricted Stock Grant. This Restricted Stock Grant shall be irrevocable except that NIL shall have the right

to revoke this Restricted Stock Grant at any time during the Restriction Period if it is contrary to law or modify this Restricted Stock Grant to bring it into compliance with any valid and mandatory law or government regulation. Upon request in writing by NIL, the Grantee will tender any certificates for amendment of the legend or for change in the number of shares of Common Stock issued or transferred as NIL deems necessary in light of the amendment of this Restricted Stock Grant. In the event of revocation of this Restricted Stock Grant pursuant to the foregoing, NIL may give notice to the Grantee that the shares of Common Stock are to be assigned, transferred and delivered to NIL as though the Grantee's employment with NIL terminated on the date of the notice.

SECTION 14. Governing Law & Severability. The Plan and all rights and obligations thereunder shall be construed in accordance with and governed by the laws of the State of Delaware. If any provision of this Agreement should be held invalid, the remainder of this Agreement shall be enforced to the greatest extent permitted by applicable law, it being the intent of the parties that invalid or unenforceable provisions are severable.

SECTION 15. Entire Agreement. This Agreement, together with the Plan, contains the entire agreement between the parties with respect to the subject matter and supersedes any and all prior understandings, agreements or correspondence between the parties.

SECTION 16. Dispute. Any dispute, controversy or claim arising out of, or relating to, this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration before a single arbitrator in accordance with the rules of the American Arbitration Association. The place of arbitration shall be at Houston, Texas. Nothing herein shall preclude either party from seeking injunctive relief or other provisional remedy in aid of arbitration or arbitration panel in case of any such breach, without limiting any other relief to which such party may be entitled at law or equity or under this Agreement by the Subsidiary. The losing party shall bear all the costs of any proceeding including reasonable attorney fees.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

NABORS INDUSTRIES, INC.

By:-----------------------

GRANTEE

EXHIBIT 10.03

STOCK OPTION AGREEMENT
NABORS INDUSTRIES LTD.

This Stock Option Agreement ("Agreement") is made effective as of the _______ day of February, 2005, between NABORS INDUSTRIES LTD., a Bermuda company (the "Company"), and [Executive] ("Optionee").

W I T N E S S E T H:

1. Grant of Option. The Company hereby grants to Optionee, subject to the terms and conditions [of the Plan and as] herein set forth, the right and option to purchase from the Company all or any part of an aggregate of _____ shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Company at the purchase price of [closing price on date of award] per share, such option to be exercisable as hereinafter provided.

2. Terms and Conditions. The option evidenced hereby is subject to the following terms and conditions:

(a) Expiration Date. The option shall expire _____________.

(b) Vesting of Options. The options shall vest _______________.

(c) Manner of Exercise and Payment of Purchase Price Upon Exercise. Any option not exercised on any applicable vesting date may be exercised thereafter at any time, in whole or in part, before the relevant expiration date of the option. Any exercise shall be accompanied by a written notice to the Company specifying the number of shares as to which the option is being exercised. If the Optionee so requests, shares of Common Stock purchased upon exercise of an option may be issued in the name of the Optionee or another person. At the time of any exercise, Optionee shall deliver to the Company, together with the notice provided in paragraph (b) above, the full amount of the purchase price therefore payable either by bank cashier's check or certified check payable to the order of the Company or in Common Stock delivered by the Optionee valued at the Closing Price of such Common Stock, or any combination of cash or Common Stock in the sole discretion of the Optionee. The term "Closing Price" shall be the last sale price regular way on the date of exercise of the option or, in the case no sale takes place on such date, the average of the high bid and low asked prices regular way, in either case on the principal national securities exchange in which the Common Stock is listed or admitted to trading or, if the shares of

Common Stock are not listed or admitted to trading on any such securities exchange, the last sales price in the over-counter market as reported by NASDAQ or such other system then in use. If the Common Stock is not traded such that the Closing Price can be determined in accordance with the preceding sentence, the Closing Price shall mean the fair market value of the Common Stock as of the last day of the measuring period as determined by an independent investment banker approved by the Company and the Optionee.

(d) Exercise Upon Termination of Employment. Any option granted hereunder may be exercised by the Optionee, his heirs, devisees, legatees or assigns at any time before the relevant expiration date, whether or not Optionee ceases to be an employee and whether or not such employment is terminated by voluntary written resignation, by action of the Company for cause, without cause, or by reason of death or disability, or termination for any other reason whatsoever, with respect to all options as to which his right of exercise has vested as provided for in paragraph (b) or as to which his right of exercise shall vest in accordance with other provisions of this Agreement or otherwise. In the event of a termination of employment for any reason, except by the Company for cause or by voluntary resignation by Optionee, all unvested options granted under this Agreement shall be immediately exercisable as of the date of his termination of his employment without regard to the installment provision set forth in paragraph (b) above. The term "for cause" shall have the same meaning as in section 1(h) of the Optionee's Employment Agreement effective October 1, 1996. Notwithstanding anything to the contrary in any plan, policy or other document,
Section 2(d) of this agreement shall exclusively govern the rights of exercise with respect to options upon termination.

(e) Transferability. This option may be transferred by the Optionee at any time, with the consent of the Company, which shall not be unreasonably withheld; provided however, Section 2(d) of this Agreement shall be applied based on the Optionee and his status and not that of any assignee.

(f) Adjustments. In the event of a reorganization, recapitalization, stock split, stock dividend, Extraordinary Dividend (as defined below), combination of shares, consolidation, merger (other than a merger or consolidation which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares), any sale or transfer by the Company of all or substantially all of its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group of all or a majority of the then outstanding voting securities of the Company, rights offering, or any other change in the corporate structure or rights with respect to any shares of the Company, adjustments shall be made to the number or type of stock subject to

this Agreement and, in order to prevent dilution or enlargement of the rights of Optionee, to the number of Options, and the type and option price of stock subject to outstanding Options or as provided below with respect to Extraordinary Dividend. In the case of an Extraordinary Dividend, the Optionee shall be entitled to have distributed to him upon the exercise of any portion of the option an amount equal to the Extraordinary Dividend he would have received had he exercised such portion of the option immediately prior to the declaration of the Extraordinary Dividend. For this purpose, an "Extraordinary Dividend" shall mean any dividend or dividends paid or declared in the twelve month period immediately prior to the day after any such declaration in excess in the aggregate of 7% of the average Closing Price of the Common Stock during such period.

(g) Withholding of Taxes. No stock may be granted or option may be exercised unless the Optionee has paid, or has made provision, satisfactory to the Committee for payment of, federal, state and local income taxes, or any other taxes (other than stock transfer taxes) which the Company may be obligated to collect as a result of the issue or transfer of shares of Stock upon exercise of an option. The Optionee may elect that shares of Common Stock can be applied towards the payment of withholding taxes.

3. Treatment of Options as Non-Qualified Stock Options. The Company and Optionee acknowledge that the stock options granted hereunder shall be treated as non-qualified stock options for U.S. federal income tax purposes.

4. Registration, Listing and Qualification of Shares of Stock.

(a) Registration. The Company, within six months of the date any option granted pursuant to this Agreement first becomes vested and exercisable, shall register all the shares underlying the options on a Registration Statement on Form S-8 ("S-8"). The Company shall also prepare and file a Form S-3 prospectus with such S-8.

(b) Listing. The Company, within six months of the date any option granted pursuant to this Agreement first becomes vested and exercisable, shall list all the shares underlying the options on the American Stock Exchange with an Additional Listing Application.

(c) Qualification. The Company may require Optionee to furnish to the Company, prior to the issuance of any shares upon the exercise of all or any part of this option, an agreement in which Optionee acknowledges the status of the shares and the conditions and the restrictions, if any, upon their sale or distribution under the applicable securities laws.

5. Notices. Any notice hereunder to the Company shall be addressed to it at its office as follows: Attn: Corporate Secretary. Any notice hereunder to Optionee shall be addressed to him at [home address]. Either party may designate at any time hereafter in writing some other address.

6. Binding Agreement. This Agreement constitutes the binding agreement of the parties with respect to the grant of options specified herein to the Optionee. Notwithstanding any discretionary authority possessed by the Compensation Committee under the Plan or the Company to impose other terms or conditions on the grant or exercise of options, no additional terms or condition (other than those expressly stated in this Agreement) may be imposed by the unilateral action of the Compensation Committee or the Company. This Agreement may not be modified except by the mutual agreement of the parties in writing. In the event of any overlap, inconsistency, contradiction or any other conflict between this Agreement and any other agreement, option plan, policy or other statement, this Agreement shall be controlling.

7. No Termination or Amendment. No termination or amendment of the Plan by the Company, without the consent of Optionee, shall adversely affect the rights of Optionee with respect to any option granted under this Agreement.

8. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

NABORS INDUSTRIES LTD.

EXHIBIT 10.04

FORM OF THE STANDARD
STOCK OPTION AGREEMENT
NABORS INDUSTRIES LTD.

This Stock Option Agreement ("Agreement") that is effective the _______ day of ___________, 200__ is between Nabors Industries, Inc. ("NII"), acting on behalf of Nabors Industries Ltd. ("NIL") and at the request of a subsidiary of the Company (the "Subsidiary"), and [NAME] ("Optionee"), an employee of Subsidiary.

WHEREAS, Subsidiary desires to provide a grant of stock options to Optionee as an incentive to encourage stock ownership and to remain in the employ of Subsidiary; and

WHEREAS, it is agreed between the parties that the stock options shall be governed exclusively by this Agreement and the [Plan].

NOW, THEREFORE, the parties agree as follows:

1. Grant of Options:

(a) Number of Shares. NII at the request of Subsidiary hereby grants to Optionee in accordance with the terms and conditions of the Plan, the right and option to purchase from NIL all or any part of an aggregate of [NUMBER] common shares, par value $.001 per share, of NIL (the "Options").

(b) Exercise Price. The Options shall have an exercise price of $_____ per share, such options to be exercisable as hereinafter provided.

(c) Expiration Date. The Options shall expire on ____________________.

(d) Vesting. The Optionee's rights with respect to the Options, subject to the provisions of paragraph (2) below, shall vest ______________.

2. Terms and Conditions. The Options are subject to the following terms and conditions:

(a) Effect of Termination of Employment. If an Optionee ceases to be an employee, officer, director or consultant of the Subsidiary by reason of death or permanent disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended), or by a bona fide voluntary resignation by Optionee (as determined in the sole discretion of the Committee) which provides at least two (2) weeks notice of resignation (or longer period if required by other written arrangement) any outstanding vested options on the date of termination may be exercised after Optionee's date of termination by the Optionee (or the Optionee's heirs, devisees, or legatees) no later than three months from the date of termination. If an Optionee ceases to be an employee, officer, director or consultant of the Subsidiary for any reason other than death or permanent disability or bona fide voluntary resignation by Optionee (including termination by Subsidiary whether with or without cause), any outstanding options whether vested or unvested may not be exercised after the Optionee's date of termination and shall be forfeited; provided, however, in its sole discretion the Committee may extend the time to exercise any options that were vested on the date of termination to a period ending three (3) months from the date of termination. In all events, all options which are unvested on and as of the date of termination shall be forfeited.

(b) Wrongful Conduct. If the Board of Directors of NIL or any committee of the Board of Directors, prior to or following the date an Optionee ceases for

any reason whatsoever to be an employee, officer, director, or consultant of the Subsidiary and after full consideration of the facts, find by majority vote that Optionee has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or any other conduct inimical to NII, NIL or Subsidiary, Optionee shall forfeit all unexercised options, whether or not vested. The decision of the Board of Directors of NIL or such committee shall be final.

(c) Solicitation of Employees/Competition. During the term of employment and for a period of one (1) year following the termination of employment with the Subsidiary, an Optionee, who has received $80,000 (eighty thousand) or more in base salary and cash bonus in the aggregate from the Subsidiary or any affiliate(s) of the Subsidiary during a one (1) year period preceding the date of termination, agrees that he or she will not (i) individually or on behalf of his or her employer or any other person or entity, directly or indirectly, solicit, divert, or recruit any employee of NIL, NII, Subsidiary or affiliated companies, or induce any employee of NIL, NII, Subsidiary or affiliated companies, to terminate his or her employment, or (ii) directly or indirectly, as an employee, principal, agent, trustee or otherwise, engage in any business through a corporation, partnership or other entity that competes directly with any business that is conducted by NIL, NII, Subsidiary or affiliated companies. If the Board of Directors of NIL or any committee of the Board of Directors, prior to or following the date an Optionee ceases, for any reason whatsoever, to be an employee, officer, director, or consultant of the Subsidiary and after full consideration of the facts, find by majority vote that Optionee has engaged in any of the activities mentioned in (i) or (ii) above, Optionee shall forfeit all unexercised options, whether or not vested. The decision of the Board of Directors of NIL or any committee of the Board of Directors shall be final.

(d) Continuance of Employment. Nothing in this Agreement shall confer on any individual any right to continue in the employ of the Subsidiary or to interfere in any way with the right of the Subsidiary to terminate the Optionee's employment at any time.

(e) Non-Qualified Options. The options shall be treated as non-qualified stock options for U.S. federal income tax purposes.

(f) Governing Terms. This Agreement is subject to, and the Subsidiary and the Optionee agree to be bound by, all the terms and conditions of the Plan under which this Option was granted, as the same may have been amended from time to time in accordance with its terms. Pursuant to said Plan, the Board of Directors of NIL or its Committee established for such purposes is vested with conclusive authority to interpret and construe the Plan and this Agreement, and is authorized to adopt rules and regulations for carrying out the Plan. A copy of the Plan in its present form is available to inspection during business hours by the Optionee or other persons entitled to exercise this Option at NII's principal office.

3. Notices. Any notice hereunder to NII shall be addressed to it at its office as follows: Attn: Secretary. Any notice hereunder to Optionee shall be addressed to Optionee at the address on file with the Subsidiary. Either party may designate at any time hereafter in writing some other address.

4. Acknowledgments. The Optionee agrees to be bound by the terms of this Agreement and hereby acknowledges that all decisions, determinations and interpretations of the Committee (as defined in the Plan) in respect of this Agreement and the Plan shall be final, conclusive and binding on all Optionees and their heirs, devisees, legal representatives, legatees or beneficiaries distributees.

5. Stockholder's Rights. Neither the Optionee nor the Optionee's heirs, devisees, legal representative, legatees or distributees, as the case may be, shall have any of the rights or privileges of a stockholder of NIL by virtue of the Option except with respect to any shares of Stock actually issued or transferred of record and delivered to one of the aforementioned persons.

6. Governing Law & Severability. The Plan and all rights and obligations thereunder shall be construed in accordance with and governed by the laws of the State of Delaware. If any provision of this Agreement should be held invalid, the remainder of this Agreement shall be enforced to the greatest extent permitted by applicable law, it being the intent of the parties that invalid or unenforceable provisions are severable.

7. Modifications. No modification or waiver of this Agreement or any part hereof shall be valid or effective unless in writing and signed by the parties hereto. Further, no waiver or breach of this Agreement shall be deemed to be a waiver of any other subsequent breach or conditions, whether of a like or different nature.

8. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter and supersedes any and all prior understandings, agreements or correspondence between the parties.

9. Dispute. Any dispute, controversy or claim arising out of, or relating to, this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration before three arbitrators in accordance with the rules of the American Arbitration Association. The place of arbitration shall be at Houston, Texas. Nothing herein shall preclude either party from seeking injunctive relief or other provisional remedy in aid of arbitration or arbitration panel in case of any such breach, without limiting any other relief to which such party may be entitled at law or equity or under this Agreement by the Subsidiary. The losing party shall bear all the costs of any proceeding including reasonable attorney fees.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

NABORS INDUSTRIES, INC.

By:-----------------------

OPTIONEE