<PAGE>
                                                                    EXHIBIT 10.5



                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         This Amendment, dated as of June 24, 2002, by and among Nabors
Industries, Inc. ("Nabors Delaware"), Nabors Industries Ltd. ("Nabors Bermuda")
and Richard A. Stratton (the "Employee" and, collectively with Nabors Delaware
and Nabors Bermuda, the "Parties").

         WHEREAS, Nabors Delaware and the Employee have entered into an
Employment Agreement effective as of October 1, 1996 (the "Employment
Agreement");

         WHEREAS, Nabors Delaware, Nabors Bermuda, Nabors US Holding Inc. and
Nabors Acquisition Corp. VII have entered into an Agreement and Plan of Merger
dated as of January 2, 2002 (the "Merger Agreement"), pursuant to which Nabors
Delaware will become an indirect wholly-owned subsidiary of Nabors Bermuda (the
"Inversion");

         WHEREAS, the Employment Agreement makes certain provisions in respect
of a "Change in Control" of Nabors Delaware (as defined in the Employment
Agreement);

         WHEREAS, because of the risk that the definition of "Change in Control"
in the Employment Agreement could be read to include the Inversion;

         WHEREAS, pursuant to Section 17(d) of the Employment Agreement, Nabors
Delaware and the Employee may amend or waive any provision of the Employment
Agreement by writing signed by the Employee and Nabors Delaware;

         WHEREAS, the Parties wish to provide that the Inversion shall not be
treated as a "Change in Control" within the meaning of the Employment Agreement;
and

         WHEREAS, the Parties wish to provide that, effective as of the
consummation of the Inversion, Nabors Delaware shall continue to employ the
Employee on the terms and subject to the conditions of the Employment Agreement,
as amended in accordance herewith, and to provide that Nabors Bermuda shall
become a party to the Employment Agreement for the purpose of facilitating and
further ensuring the performance of the obligations of Nabors Delaware under the
Employment Agreement as amended in accordance herewith.

         NOW, THEREFORE, in consideration of the foregoing, subject to the
consummation of the Inversion, the Employment Agreement is amended by adding a
new Section 18 immediately following Section 17 thereof to read in its entirety
as follows, effective as of the consummation of the Inversion:

                  "18. Reincorporation in Bermuda.

                  (a) Background. On January 2, 2002, Nabors Industries, Inc.
         (for purposes of this Section 34, "Nabors Delaware"), Nabors Industries
         Ltd. ("Nabors Bermuda"), Nabors US Holding Inc. and Nabors Acquisition
         Corp. VII entered into an Agreement and Plan of Merger (the "Merger
         Agreement"), pursuant to which Nabors Delaware will become an indirect
         wholly-owned subsidiary of Nabors Bermuda (the "Inversion"). The
         purpose of





<PAGE>

         this Section 18 is to provide special rules that shall apply under this
         Agreement upon and after the consummation of the Inversion. No
         provision in this Section 18 shall become effective unless and until
         the Inversion is consummated.

                  (b) Change in Control. Neither the Inversion nor any of the
         other transactions contemplated by the Merger Agreement shall be
         treated as a Change in Control (as defined in Section 11(a)(i)) for
         purposes of this Agreement. Upon and after the Inversion, whether a
         Change in Control has occurred will be determined by reference to
         Nabors Bermuda and not Nabors Delaware.

                  (c) References to the Nabors Delaware. Except as otherwise
         provided below in this subsection (c) or as manifestly required under
         the terms of the Agreement in light of the nature and purposes of the
         Inversion, upon and after the Inversion, references in the Agreement to
         the "Corporation" or the "Company" shall continue to refer to Nabors
         Delaware (and its successors and assigns permitted under the
         Agreement):

                           (i) References to a "Party" or the "Parties" shall
                  mean each of the Executive, Nabors Bermuda and Nabors
                  Delaware, and references to "both Parties" or "either Party"
                  and the like shall be deemed a reference to any of the
                  Executive, Nabors Bermuda and Nabors Delaware.

                           (ii) The term "Board" as defined in Section 2 shall
                  continue to mean the Board of Directors of Nabors Delaware,
                  except that the term shall mean the Board of Directors of
                  Nabors Bermuda for purposes of determining whether there has
                  been a "Change in Control" as defined in Section 11(a)(i) and
                  for such other purposes described in this subsection (c).

                           (iii) For purposes of the penultimate paragraph of
                  Section 2, "Board" shall be deemed to refer to the Board of
                  Directors of both Nabors Bermuda and Nabors Delaware, and for
                  purposes of the final two paragraphs of Section 2,
                  "Corporation" shall be deemed to refer to both Nabors Delaware
                  and Nabors Bermuda.

                           (iv) The reference in Section 3(a) to the "Board of
                  Directors or its Compensation Committee" shall be a reference
                  to the Board of Directors or the Compensation Committee of the
                  Board of Directors of Nabors Bermuda, and the reference in
                  Section 3(b) to the "Compensation Committee" shall be a
                  reference to the Compensation Committee of the Board of
                  Directors of Nabors Bermuda.

                           (v) The reference in Section 4(a)(v)(C) to the
                  "Board" shall be a reference to the Board of Directors of both
                  Nabors Bermuda and Nabors Delaware, and the reference in
                  Section 4(a)(v)(D) shall be a reference to each of Nabors
                  Delaware, Nabors Bermuda and their subsidiaries.

                           (vi) The references to the Corporation in Section 10
                  shall be references to both Nabors Delaware and Nabors
                  Bermuda.




                                       2
<PAGE>

                           (vii) The term "Corporation" shall mean Nabors
                  Bermuda for purposes of determining whether a Change in
                  Control has occurred as defined in Section 11(a)(i), except
                  that the term "Corporation" as used in Section 11(a)(i)(A)
                  shall refer to each of Nabors Delaware, Nabors Bermuda and
                  their subsidiaries.

                           (viii) For purposes of Sections 11 through 16, the
                  Employee shall be deemed to act in a Corporate Status when
                  acting as a director, officer or fiduciary of Nabors Bermuda,
                  and the term "Enterprise" shall be deemed to include Nabors
                  Bermuda.

                           (ix) The provisions of Section 11(d) shall apply to
                  any Proceeding brought by or in the right of either Nabors
                  Delaware or Nabors Bermuda.

                  (d) Miscellaneous.

                           (i) This Agreement, including this Section 18, shall
                  be binding upon and inure to the benefit of the successors and
                  assigns of Nabors Bermuda. No rights or obligations of Nabors
                  Bermuda under this Agreement may be assigned or transferred
                  except that such rights or obligations may be assigned or
                  transferred pursuant to a merger or consolidation in which
                  Nabors Bermuda is not the continuing entity, or the sale or
                  liquidation of all or substantially all of the assets of
                  Nabors Bermuda, provided that the assignee or transferee is
                  the successor to all or substantially all of the assets of
                  Nabors Bermuda and such assignee or transferee assumes the
                  liabilities, obligations and duties of Nabors Bermuda, as
                  contained in this Agreement, by written contract. Nabors
                  Bermuda further agrees that, in the event of a sale of assets
                  or liquidation as described in the preceding sentence, it
                  shall take whatever action it legally can in order to cause
                  such assignee or transferee to expressly assume the
                  liabilities, obligations and duties of Nabors Bermuda
                  hereunder.

                           (ii) Notwithstanding the provisions of Section 17(d),
                  no provision in this Agreement may be amended unless such
                  amendment is agreed to in writing and signed by the Employee
                  and an authorized officer of each of Nabors Delaware and
                  Nabors Bermuda. Any waiver of any provision of this Agreement
                  must be in writing and signed by the Employee, an authorized
                  officer of Nabors Delaware, and an authorized officer of
                  Nabors Bermuda, as the case may be.

                           (iii) Nabors Bermuda agrees to take, and agrees to
                  cause Nabors Delaware to take, any and all actions required of
                  either Nabors Bermuda or Nabors Delaware to carry out the
                  provisions of this Agreement, including this Section 18."

The Parties further agree that this Amendment may be executed in several
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.

            [The remainder of this page is intentionally left blank]



                                       3
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

                            NABORS INDUSTRIES, INC.


                            By:      /s/ Anthony G. Petrello
                                     -----------------------------------
                                     Anthony G. Petrello
                                     President & Chief Operating Officer


                            NABORS INDUSTRIES LTD.


                            By:      /s/ Daniel McLachlin
                                     -----------------------------------
                                     Daniel McLachlin
                                     Vice President


                            RICHARD A. STRATTON


                            /s/ Richard A. Stratton
                            --------------------------------------------






                                       4

