SUPERIOR ENERGY SERVICES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.12

SUPERIOR ENERGY SERVICES, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

January 1, 2008

Table of Contents

ARTICLE I
PURPOSE AND EFFECTIVE DATE

     The purpose of the Superior Energy Nonqualified Deferred Compensation Plan (“Plan”) is to aid Superior Energy Services, Inc. (“Superior”) and its wholly-owned subsidiaries in retaining and attracting executive employees by providing them with tax deferred savings opportunities. The Plan provides a select group of management and highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA)) with the opportunity to elect to defer receipt of specified portions of compensation, and to have these deferred amounts treated as if invested in specified hypothetical investment benchmarks. The Plan is intended to comply with Code Section 409A. The Plan was originally adopted effective September 1, 2004, and this amended and restated Plan is effective January 1, 2008.

ARTICLE II
DEFINITIONS

     For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

     2.01 Administrative Committee . “Administrative Committee” means the committee appointed by the Compensation Committee or by any person(s) to whom the Compensation Committee has delegated the power of appointment. As of the date effective date of the Plan, the persons listed on Appendix B are members of the Administrative Committee.

     2.02 Base Salary . “Base Salary” means the base rate of cash compensation paid by the Company to or for the benefit of a Participant for services rendered or labor performed while a Participant, before any reduction for withholdings or amounts deferred under the Plan or any other salary reduction program.

     2.03 Base Salary Deferral . “Base Salary Deferral” means the amount of a Participant’s Base Salary that the Participant elects to have withheld on a pre-tax basis from his Base Salary and credited to his Deferral Account pursuant to, and subject to the limitations of, Article IV.

     2.04 Beneficiary . “Beneficiary” means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan pursuant to Article VIII.

     2.05 Board . “Board” means the Board of Directors of Superior.

     2.06 Bonus Compensation . “Bonus Compensation” means the cash bonus paid annually during the first quarter and fifty percent (50%) of any Performance Share Unit (“PSU”) awards paid by Superior ( i.e . the minimum portion of the PSUs that, per the terms of the PSU, must be paid in cash), after any withholdings or salary reductions, but before reduction for amounts deferred under the Plan.

     2.07 Business Combination . “Business Combination” has the meaning set forth in Section 2.09(c).

     2.08 CEO . “CEO” means the Chief Executive Officer of Superior.

     2.09 Change of Control . “Change of Control” means:

     (a) the acquisition by any person of beneficial ownership of 50% or more of the outstanding shares of the Common Stock or 50% or more of the combined voting power of Superior’s then outstanding securities entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control:

     (1) any acquisition (other than a Business Combination (as defined below) which constitutes a Change of Control under Section 2.09(c) hereof) of Common Stock directly from Superior,

     (2) any acquisition of Common Stock by Superior,

     (3) any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or maintained by Superior or any corporation controlled by the Company, or

     (4) any acquisition of Common Stock by any corporation or other entity pursuant to a Business Combination that does not constitute a Change of Control under Section 2.09(c) hereof; or

     (b) individuals who, as of September 1, 2004, constituted the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by Superior’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, unless such individual’s initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or

     (c) consummation of a reorganization, share exchange, merger or consolidation (including any such transaction involving any direct or indirect subsidiary of Superior) or sale or other disposition of all or substantially all of the assets of Superior (a “Business Combination”); provided, however, that in no such case shall any such transaction constitute a Change of Control if immediately following such Business Combination:

     (1) the individuals and entities who were the beneficial owners of Superior’s outstanding Common Stock and Superior’s voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect beneficial ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the surviving or successor

corporation, or, if applicable, the ultimate parent company thereof (the “Post-Transaction Corporation”), and

     (2) except to the extent that such ownership existed prior to the Business Combination, no person (excluding the Post-Transaction Corporation and any employee benefit plan or related trust of either Superior, the Post-Transaction Corporation or any subsidiary of either corporation) beneficially owns, directly or indirectly, 25% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 25% or more of the combined voting power of the then outstanding voting securities of such corporation, and

     (3) at least a majority of the members of the board of directors of the Post-Transaction Corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination; or

     (d) approval by the stockholders of Superior of a complete liquidation or dissolution of Superior.

For purposes of this Section 2.09, the term “person” shall mean a natural person or entity, and shall also mean the group or syndicate created when two or more persons act as a syndicate or other group (including, without limitation, a partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except that “person” shall not include an underwriter temporarily holding a security pursuant to an offering of the security.

Notwithstanding this Section 2.09, no payment shall be made from this Plan as a result of a Change of Control unless the Change of Control is also a Section 409A Change of Control.

     2.10 Change of Control Participant . “Change of Control Participant” has the meaning set forth in Section 9.02(a).

     2.11 Claimant . “Claimant” has the meaning set forth in Section 8.02(a).

     2.12 Code . “Code” means the Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation (including a proposed regulation) thereunder shall include any successor provisions or regulations.

     2.13 Common Stock . “Common Stock” means the common stock of Superior.

     2.14 Company . “Company” means Superior and all entities with whom Superior would be considered a single employer under Section 414(b) of the Code (employees of a controlled group of corporations), and all entities with whom Superior would be considered a single employer under Section 414(c) of the Code (employees of partnerships, proprietorships, etc., under common control).

     2.15 Compensation Committee . “Compensation Committee” means the Compensation Committee of the Board.

     2.16 Deferral Account . “Deferral Account” means the account maintained on the books of the Company for each Participant pursuant to Article VI.

     2.17 Deferral Period . “Deferral Period” has the meaning set forth in Section 3.02.

     2.18 Deferred Amount . “Deferred Amount” has the meaning set forth in Section 3.02.

     2.19 Designee . “Designee” means any individual(s) to whom the Board or Administrative or Compensation Committee has delegated the authority to take action under the Plan. Wherever Board or Compensation or Administrative Committee is referenced in the Plan, such reference shall be deemed to also refer to Designee.

     2.20 Disabled . A Participant shall be considered Disabled if the Participant:

     (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

     (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer.

     2.21 Eligible Compensation . “Eligible Compensation” means any Base Salary and Bonus Compensation otherwise earned with respect to a Plan Year. Eligible Compensation does not include expense reimbursements, any form of noncash compensation, stock-based plans, or benefits.

     2.22 ERISA . “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     2.23 Form of Payment . “Form of Payment” means payment in a lump sum or annual installments (not to exceed 15).

     2.24 401(k) Plan . “401(k) Plan” means the Superior Energy 401(k) Plan, as amended.

     2.25 Hardship Withdrawal . “Hardship Withdrawal” means the early payment of all or part of the balance in a Deferral Account(s) in the event of an Unforeseeable Emergency.

     2.26 Hypothetical Investment Benchmark . “Hypothetical Investment Benchmark” means the phantom investment benchmarks which are used to measure the return credited to a Participant’s Deferral Account. The Hypothetical Investment Benchmarks are specified by the Administrative Committee and may change from time to time

     2.27 Incumbent Board . “Incumbent Board” has the meaning set forth in Section 2.09(b).

     2.28 Key Employee . “Key Employee” shall mean a Participant who is a key employee of the Company under Code Section 416(i) and/or Treasury Regulations Section 1.409A-1(i) because of final and binding action taken by the Board or the Compensation Committee, or by operation of such Code section or regulation. The definition set forth in Section 416(i) of the Code is adjusted by the Secretary of the Treasury for cost-of-living changes, but as of January 1, 2008, Code Section 416(i) states that a Key Employee is:

     (a) an officer of the Company having annual compensation from the Company of greater than $150,000 ($160,000 as of January 1, 2009) (no more than 50 employees of the Company are required to be treated as officers);

     (b) an owner of 1% or more of the Company having annual compensation from the Company greater than $150,000; or

     (c) an owner of 5% or more of the Company.

     2.29 Participant . “Participant” means any individual who is eligible to participate in this Plan under Section 3.01, and who elects to participate by filing a Participation Agreement as provided in Article IV.

     2.30 Participation Agreement . “Participation Agreement” means the form completed by a Participant in accordance with Article IV.

     2.31 Plan Year . “Plan Year” means a twelve-month period beginning January 1 and ending the following December 31.

     2.32 Post Transaction Corporation . “Post-Transaction Corporation” has the meaning set forth in Section 2.09(c).

     2.33 Retirement . “Retirement” means Separation from Service of a Participant from the Company after attaining age 65, or after age 55 with at least five years of service (in accordance with the method of determining years of service adopted by the Company).

     2.34 Separation from Service . “Separation from Service” means “separation from service” with the Company as defined in Treasury Regulation Section 1.409A-1(h).

     2.35 Superior . “Superior” means Superior Energy Services, Inc. and its successors and assigns, including but not limited to any corporation or entity with or into which such company may merge or consolidate.

     2.36 Unforeseeable Emergency . “Unforeseeable Emergency” means a severe financial hardship of the Participant or Beneficiary resulting from an illness or accident of the Participant or Beneficiary, the Participant’s or Beneficiary’s spouse, or the Participant’s or Beneficiary’s dependent (as defined in Code Section 152(a)); loss of the Participant’s or Beneficiary’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary. In addition, the need to pay for medical

expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication, may constitute an Unforeseeable Emergency. Finally, the need to pay for the funeral expenses of a spouse or a dependent (as defined in Code Section 152(a)) may also constitute an Unforeseeable Emergency. An Unforeseeable Emergency must satisfy the requirements of Treasury Regulation Section 1.409A-3(i)(3) in order for a payment to be made.

     2.37 Valuation Date . “Valuation Date” means the last calendar date when the New York Stock Exchange was open, or such other date as the Administrative Committee in its sole discretion may determine.

ARTICLE III
PARTICIPATION AND PARTICIPANT ELECTIONS

     3.01 Participation . Participation in the Plan shall be limited to executives who (i) are included on a list of eligible employees that the CEO or the Administrative Committee shall establish and revise from time to time and (ii) elect to participate in this Plan by filing a Participation Agreement with the Administrative Committee or its Designee.

     3.02 Participation Agreement Timing and Effective Dates.

     (a) A Participation Agreement must be filed prior to the December 15th immediately preceding the Plan Year for which it is effective or by such earlier or later deadline as the Administrative Committee may prescribe (but no later than December 31).

     (b) Notwithstanding Section 3.02(a), a Participant who is newly eligible for the Plan (as determined in accordance with Treas. Reg. Section 1.409A-2(a)(7)) and who does not participate in any other account balance type nonqualified plan (as determined by Treas. Reg. Section 1.409A-1(c)) of the Company may file a Participation Agreement effective for the remainder of the initial Plan Year and applicable to compensation earned in the remainder of such Plan Year, but only if such election is made not more than 30 days after the Participant becomes eligible for the Plan. In the case of Bonus Compensation, an election by such newly eligible Participant shall only apply to the portion of the Bonus Compensation that is no greater than the total amount of Bonus Compensation for the calendar year multiplied by the ratio of the number of days remaining in the calendar year after the election over 365, unless such bonus meets the requirements of Section 3.02(c).

     (c) The Administrative Committee may allow Participants whose Bonus Compensation is “performance based” (as defined in Treas. Reg. Section 1.409A-1(e)) to execute a Participation Agreement applicable to such Bonus Compensation by the deadline established by the Retirement Committee, which shall be no later than 6 months prior to the end of the service period during which the Bonus Compensation is earned ( e.g . June 30 for calendar year bonuses).

     3.03 Contents of Participation Agreement . The Administrative Committee shall have the discretion to specify the contents of Participation Agreements. Subject to Article VII, each Participation Agreement shall set forth: (i) the amount of Eligible Compensation for the

Plan Year or performance period to which the Participation Agreement relates that is to be deferred under the Plan (the “Deferred Amount”), expressed as either a dollar amount or a percentage of the Base Salary and Bonus Compensation for such Plan Year or performance period; provided that the maximum Deferred Amount for any Plan Year shall not exceed 75% of Base Salary and 100% of Bonus Compensation; (ii) the period after which payment of the Deferred Amount is to be made or begin to be made (the “Deferral Period”), and (iii) the form in which payments are to be made, which may be a lump sum or in substantially equal annual installments of 2 to 15 years. The Deferral Period may be expressed as ending on a specified date, upon the occurrence of an event (such as a Participant’s Separation from Service), or in accordance with such other terms and options that may be set forth in the Participation Agreement. The Deferral Period cannot end later than the year in which the Participant attains age 65 (unless the Participant remains employed by the Company when he/she attains age 65, in which case the Deferral Period will end upon the Participant’s Retirement or Separation from Service with the Company).

     3.04 Modification or Revocation of Election by Participant .

     (a) A Participant may not change the amount of his Base Salary Deferrals during a Plan Year. However, a Participant may discontinue a Base Salary Deferral election if he experiences an Unforseeable Emergency, or if such discontinuance is required in order to enable the Participant to take a hardship withdrawal from a 401(k) Plan in accordance with Treas. Reg. Section 1.401(k)-1(d)(3), on such forms and subject to such limitations and restrictions as the Administrative Committee may prescribe. If approved by the Administrative Committee, revocation shall take effect as of the first payroll period next following its filing. If a Participant discontinues a Base Salary Deferral election during a Plan Year, he will not be permitted to elect to make Base Salary Deferrals again until the later of 6 months from the date of discontinuance or the commencement of the following Plan Year.

     (b) A Participant may make an election to change the time or form of his/her payment from the Plan as set forth in an existing Participation Agreement, but in accordance with Treas. Reg. Section 1.409A-2(b), such a change must include the lengthening of the Deferral Period by no less than five years from the original payment date under the Participation Agreement (as in effect before such amendment). In addition, such amended Participation Agreement must be filed with the Administrative Committee or its Designee at least 12 months prior to the date of the first scheduled payment under the Participation Agreement (as in effect before such amendment), and will not be effective for 12 months. Under no circumstances may a Participant’s Participation Agreement be retroactively entered into, modified or revoked.

     (c) In accordance with IRS Notice 2007-86, on or before December 31, 2008, a Participant may make a new election regarding the time or form of payment of amounts deferred prior to January 1, 2009. However, a Participant cannot elect to change the time or form of payment of amounts that would, absent the new election, be paid in the year in which the new election is made. Likewise, a Participant cannot cause payments to be made in the year in which the new election is made that would, absent the new election,