AMENDED STOCKHOLDERS' AGREEMENT

EXHIBIT 10.3

FORM OF AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
OF
COMPLETE PRODUCTION SERVICES, INC.
A Delaware Corporation

     This Amended and Restated STOCKHOLDERS AGREEMENT, dated as of [___], 2006 amends and restates in its entirety the Amended and Restated Stockholders Agreement (the “ Previous Agreement ”), dated as of September 12, 2005, by and among Complete Production Services, Inc. (the “ Company ”) and the other parties thereto (including parties who had become parties thereto by execution of an adoption agreement) as contemplated by Section 5.8 of the Previous Agreement and as amended by the First Amendment to the Previous Agreement, dated as of [___ ___], 2006.

AGREEMENTS

ARTICLE 1.
DEFINITIONS AND CONSTRUCTION

      1.1 Definitions. In addition to the terms defined elsewhere herein, when used herein the following terms shall have the meanings indicated:

      “ Affiliate ” means, with respect to a particular Person, any Person Controlling, Controlled by, or Under Common Control with such Person.

      “ Agreement ” means this Amended and Restated Stockholders Agreement, as further amended and restated from time to time.

      “ Board ” means the board of directors of the Company.

      “ Business Day ” means any day other than a Saturday, a Sunday, or a holiday on which banks are authorized or required by Law to close in the city of Houston, Texas.

      “ Common Stock ” means the common stock, $.01 par value, of the Company.

      “ Common Stock Equivalents ” means (without duplication with any other Common Stock or Common Stock Equivalents) rights, warrants, options, convertible securities, or exchangeable securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, Common Stock or securities convertible or exchangeable into Common Stock, whether at the time of issuance or upon the passage of time or the occurrence of some future event.

      “ Company ” means Complete Production Services, Inc., a Delaware corporation.

      “ Contractual Management Rights ” has the meaning set forth in Section 3.1(b).

      “ Control ” (including the correlative terms “Controlling”, “Controlled by” and “Under Common Control with”) means possession, directly or indirectly, of the power to direct or cause

the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

      “ Demand Holder ” means any SCF Demand Holder or Non-SCF Demand Holder.

      “ Demand Registration ” has the meaning set forth in Section 2.1(a)(i) below.

      “ Demand Request ” has the meaning set forth in Section 2.1(a)(i) below.

      “ Disposing Holders ” has the meaning set forth in Section 2.9.

      “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder.

      “ Fully-Diluted Common Stock ” means, at any time, the then outstanding Common Stock of the Company plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then outstanding Common Stock Equivalents.

      “ Holder ” means a Stockholder (as defined herein, but excluding any Person who executes this Agreement or a separate agreement to be bound by the terms hereof solely in his or her capacity as a spouse of a Stockholder) who holds Registrable Securities; provided , however that a Person shall cease to be a Holder if and when such Person owns Common Stock and Common Stock Equivalents representing less than four percent of the outstanding Common Stock and such Person may dispose of all Registrable Securities then owned by such Person pursuant to Rule 144(k) (or any successor rule) under the Securities Act, and in such case the Registrable Securities owned by such Person shall cease to be Registrable Securities; provided further, however that a Person shall cease to be a Holder after the second anniversary hereof if the Company requests in writing that such Person confirm in writing that such Person remains a Holder and such Person fails to so confirm within 30 days of such notice.

      “ Indemnified Party ” has the meaning set forth in Section 2.6(c) below.

      “ Indemnifying Party ” has the meaning set forth in Section 2.6(c) below.

      “ Inspectors ” has the meaning set forth in Section 2.4(j) below.

      “ Law ” means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a governmental authority.

      “ Material Adverse Effect ” has the meaning set forth in Section 2.1(d) below.

      “ Non-SCF Demand Holders ” means the Non-SCF Holders and each transferee of Non-SCF Registrable Securities directly or indirectly (in a chain of title) from the Non-SCF Holder if such transferee to whom the right to request, or participate in the request of, a Demand Registration under Section 2.1(a) has been expressly assigned in writing directly or indirectly (in a chain of title) from the Non-SCF Holder as permitted by Section 2.8 hereof.

      “ Non-SCF Holder ” means any Stockholder other than SCF or any of its Affiliates.

      “ Non-SCF Registrable Securities ” means the Common Stock issued to or acquired by any Non-SCF Holders, and any Common Stock into which Common Stock Equivalents held by a Non-SCF Holder have been or may be converted, exchanged or acquired and any other securities issued or issuable with respect to such securities by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided , that any Non-SCF Registrable Security will cease to be a Non-SCF Registrable Security when (a) a registration statement covering such Non-SCF Registrable Security has been declared effective by the SEC and it has been disposed of pursuant to such effective registration statement, (b) it is sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met, (c) (i) it has been otherwise transferred, (ii) the Company has delivered a new certificate or other evidence of ownership for it not bearing any legend similar to that required pursuant to Section 5.6 of the Previous Agreement and (iii) it may be resold without subsequent registration under the Securities Act and without any restrictions set forth under Rule 144 (or any successor rule) or (d) the Non-SCF Holder thereof has ceased to be a Holder in accordance with the provisos to the definition of Holder provided for herein.

      “ Person ” means any natural person, limited liability company, corporation, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, and any government or agency or political subdivision thereof.

      “ Piggyback Registration ” has the meaning set forth in Section 2.2(a).

      “ Piggyback Securities ” has the meaning set forth in Section 2.2(b).

      “ Preferred Request ” has the meaning set forth in Section 2.3(c).

      “ Qualified Public Offering ” means the first closing of an underwritten public offering of Common Stock registered under the Securities Act, pursuant to which such shares of common stock are authorized and approved for listing on a national securities exchange or admitted to trading and quoted in the Nasdaq National Market or comparable system.

      “ Records ” has the meaning set forth in Section 2.4(j) below.

      “ Registrable Securities ” means the SCF Registrable Securities and the Non-SCF Registrable Securities.

      “ Registration Expenses ” has the meaning set forth in Section 2.5 below.

      “ Requesting Holders ” means a Holder who makes a Demand Request pursuant to Section 2.1 below, except as provided in Section 2.1(e) below.

      “ Required Filing Date ” has the meaning set forth in Section 2.1(a)(ii).

      “ SCF ” means SCF-IV, L.P., a Delaware limited partnership.

      “ SCF Demand Holders ” means SCF and each transferee of SCF Registrable Securities directly or indirectly (in a chain of title) from SCF if such transferee to whom the right to request a Demand Registration under Section 2.1(a) has been expressly assigned in writing directly or indirectly (in a chain of title) from SCF as permitted by Section 2.8 hereof.

      “ SCF Directors ” has the meaning set forth in Section 3.1(a).

      “ SCF Registrable Securities ” means the Common Stock issued to or acquired by SCF, including any Common Stock acquired by SCF from any Non-SCF Holder in accordance with the terms of the Agreement, and any Common Stock into which Common Stock Equivalents held by SCF have been converted, exchanged or acquired and any other securities issued or issuable with respect to such securities by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided , that any SCF Registrable Security will cease to be an SCF Registrable Security when (a) a registration statement covering such SCF Registrable Security has been declared effective by the SEC and it has been disposed of pursuant to such effective registration statement, (b) it is sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met, (c) (i) it has been otherwise transferred, (ii) the Company has delivered a new certificate or other evidence of ownership for it not bearing any legend similar to that required pursuant to Section 5.6 of the Previous Agreement and (iii) it may be resold without subsequent registration under the Securities Act, or (d) SCF has ceased to be a Holder in accordance with the provisos to the definition of Holder provided for herein.

      “ SEC ” means the Securities and Exchange Commission or any successor governmental agency.

      “ Securities Act ” means the Securities Act of 1933, as amended from time to time.

      “ Selling Holder ” means a Holder who is selling Registrable Securities pursuant to a registration statement under the Securities Act.

      “ Spouse ” has the meaning set forth in Section 4.8.

      “ Stockholder ” means each person listed as a “Stockholder” on Exhibit A hereto and any Person to whom Registrable Securities and registration rights have been transferred pursuant to Section 2.8 hereof.

      “ Subsidiary ” means (i) any corporation or other entity a majority of the capital stock or other equity ownership interests of which having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is at the time owned, directly or indirectly, with power to vote, by the Company or any direct or indirect Subsidiary of the Company or (ii) a partnership in which the Company or any direct or indirect Subsidiary is a general partner.

      “ Transfer ” (including the correlative terms “Transfers,” “Transferring” or “Transferred”) means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation

of law), of shares of Common Stock (or any interest (pecuniary or otherwise) therein or right thereto), including derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, Common Stock is transferred or shifted to another Person; provided , however , that (i) an exchange, merger, recapitalization, consolidation or reorganization involving the Company in which securities of the Company or any other Person and/or cash are issued in respect of all shares of Common Stock shall not be deemed a Transfer if all shares of Common Stock are treated identically in any such transaction (other than (A) differences resulting from the treatment of fractional shares that would otherwise result from such transaction, (B) the cancellation for no consideration of shares of Common Stock held by any Party that has consented to such cancellation and/or (C) differences resulting from any election made by the Parties so long as all Parties have an equal opportunity to make such an election) and (ii) the exercise of options in accordance with the terms of an Incentive Plan shall not be deemed a Transfer.

      “ Underwriter ” means a securities dealers which purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.

      1.2 Construction. All references in this Agreement to Exhibits, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsection” and words of similar import refer only to the Article, Section or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

ARTICLE 2.
REGISTRATION OF STOCK

      2.1 Demand Registration.

     (a)  Request for Registration .

     (i) From and after 180 days following a Qualified Public Offering, any SCF Demand Holder or the Non-SCF Demand Holders holding in the aggregate at least 50% of the Non-SCF Registrable Securities then held by the Non-SCF Demand Holders may make a written request of the Company (a “ Demand Request ”) to have the Company effect a registration under the Securities Act (a “ Demand Registration ”) for the sale of all or part of their Registrable Securities. Following receipt of such Demand Request, the Company shall be required to use commercially reasonable efforts to effect such Demand Registration subject to the terms hereof; provided that the Registrable Securities proposed

to be offered by the Requesting Holders in any such Demand Request must have a reasonably anticipated aggregate offering price of at least $20,000,000 net of underwriting discounts and commissions; and provided further that (x) the SCF Demand Holders shall be entitled to make no more than five Demand Requests in the aggregate pursuant to the foregoing provisions and (y) subject to paragraph (b) below, the Non-SCF Demand Holders (regardless of whether certain Non-SCF Demand Holders do not participate in such Demand Request) shall be entitled to make no more than one Demand Request pursuant to the foregoing provisions; and provided further that, with respect to clauses (x) and (y) above, the Company shall not be obligated to effect more than one Demand Registration at the request of any of the Demand Holders in any six-month period. After such time as the Company shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, any Demand Request by SCF with a reasonably anticipated aggregate offering price of at least $100,000,000 may be for a “shelf” registration pursuant to Rule 415 under the Securities Act; provided that if SCF requests that any such “shelf” registration statement remain effective for a period in excess of two years, such “shelf” registration shall count as two Demand Requests for the purposes of this Section 2.1(a).

     (ii) Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold. Subject to Section 2.3(c), the Company shall use its best efforts to file under the Securities Act a registration statement on an appropriate form to effect the Demand Registration within 30 days if eligible to use Form S-3, otherwise within 60 days if not so eligible, after receiving a Demand Request (the “ Required Filing Date ”) and shall use commercially reasonable efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing.

     (b)  Effective Registration and Expenses . A registration will not count as a Demand Registration until it has become effective (unless the Requesting Holders withdraw their Demand Request, in which case such demand will count as a Demand Registration unless (i) the Requesting Holders pay all Registration Expenses in connection with such withdrawn registration, (ii) during the registration process material adverse information regarding the Company is disclosed that was not known by such Requesting Holders at the time the request for such Demand Registration was made or (iii) the Company has not complied in all material respects with its obligations hereunder required to have been taken prior to such withdrawal); provided that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Notwithstanding the foregoing, if, in connection with the Demand Request made by the Non-SCF Demand Holders only, the number of Registrable Securities of such Non-SCF Demand Holders included in such registration after giving effect to the provisions of paragraph (d) below is less than 70% of the Non-SCF Registrable Securities requested to be included in such registration pursuant to such Demand Request, such Non-SCF Demand Holders shall be entitled to make one additional Demand Request, in which case the dollar limitations set forth in paragraph (a) above shall be waived; provided that any Non-SCF Demand Holders who elected to opt out of the first Demand Request by the Non-SCF Demand Holders shall be entitled to participate in any additional Demand Request hereby granted to the Non-SCF Demand Holders.

     (c)  Selection of Underwriters . The offering of Registrable Securities pursuant to a Demand Registration requested prior to such time as the Company is eligible to register on a Form S-3 registration statement (or a successor form) the sale of Common Stock requested by such Demand Registration shall be in the form of an underwritten offering. If the Requesting Holder so indicates, the Requesting Holder shall select the book-running managing Underwriter and such additional Underwriters to be used in connection with the offering; provided that such selections shall be subject to the consent of the Company, which consent shall not be unreasonably withheld.

     (d)  Priority on Demand Registrations . No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration if the managing Underwriter(s) shall advise the Requesting Holders that the inclusion of such securities will materially and adversely affect the price or success of the offering (a “ Material Adverse Effect ”); provided , however , that for purposes of the foregoing, (i) with respect to a Demand Request made by an SCF Demand Holder, all other SCF Holders who desire to participate in such Demand Registration and, for the first two (2) Demand Requests made by the SCF Demand Holders only, all Non-SCF Holders who have the right to participate in such Demand Registration in accordance with paragraph (e) below or pursuant to an exercise of their rights under Section 2.2, shall be deemed to be Requesting Holders for all purposes other than determining the number of Demand Requests made by such SCF Holders, and (ii) with respect to a Demand Request made by the Non-SCF Demand Holders, all of the Non-SCF Demand Holders who desire to participate in such Demand Registration shall be deemed to be Requesting Holders. Furthermore, in the event the managing Underwriter(s) shall advise the Requesting Holders that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause a Material Adverse Effect, the Registrable Securities of Requesting Holders to be included in such Demand Registration shall be allocated pro rata among the Requesting Holders on the basis of the number of shares of Common Stock requested to be included in such registration by each such Requesting Holder.

     (e)  Multiple Demands . If the Company shall receive, within a period of 15 days, a request to file a registration statement from more than one Person who has the contractual right (whether exercisable alone or in conjunction with other rights) to require the Company to file a registration statement (whether or not such Person is a Demand Holder), only the first such Person requesting the Company to file a registration statement shall be considered a Requesting Holder for the purposes of determining the number of Demand Requests that may be made by such Person pursuant to this Section 2.1, and all other Persons making such requests shall be considered a Requesting Holder for all purposes other than determining the number of Demand Requests made by such Person and provided further that if the request to file such a registration statement was first made by the Non-SCF Holders, then any Non-SCF Holder who exercises his rights under Section 2.2 hereof shall be deemed a Requesting Holder for all purposes hereunder. In the event the Company shall receive a request to file a Demand Registration Statement from any Person (including a Demand Holder) who has the contractual right to cause the Company to do so, the Company shall promptly (and in any event within five days after its receipt of such request) notify all Demand Holders (in each case who then own Registrable Securities) thereof.

      2.2 Piggy-Back Registration.

     (a)  Piggyback Registration Rights . If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any shares of Common Stock by the Company for its own account (other than a Qualified Public Offering) or for the account of any holder of Common Stock (including any Holder) (other than a registration statement on Form S-4 or S-8 or any substitute form that may be adopted by the SEC or any registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), then the Company shall give written notice of such proposed filing to the Holders of the Registrable Securities as soon as practicable (but, subject to the last sentence in Section 2.1(e), in no event less than 15 days before the anticipated filing date of such registration statement), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (a “ Piggyback Registration ”). Subject to Section 2.2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities requested to be included in the registration for such offering by written notice to the Company within 15 days of receipt (in accordance with Section 4.1) of the Company’s notice referred to above; provided , however , that the Company may at any time withdraw or cease proceeding with any such registration for its own account prior to effectiveness of such registration whether or not any Holder of Registrable Securities has elected to include any Registrable Securities in such registration. Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

     (b)  Priority on Piggyback Registration . The Company shall use commercially reasonable efforts to cause the managing Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 2.2(a) (“ Piggyback Securities ”) to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Holder’s Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing Underwriter(s) and otherwise complies with the provisions of Section 2.7 below. If the managing Underwriter(s) of a proposed underwritten offering advise(s) the Company that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event the securities to be included in such offering shall be allocated first to the Requesting Holders if such registration statement is pursuant to a Demand Request or, if not, then to the Company, and then, to the extent that any additional securities can, in the opinion of such managing Underwriter(s), be sold without any such Material Adverse Effect, pro rata among the holders of Piggyback Securities on the basis of the number of Registrable Securities then held by each such holder.

2.3 Holdback Agreements.

     (a)  Restrictions on Public Sale by Holder of Registrable Securities . Following any underwritten public offering of equity securities by the Company or any Holder of Registrable Securities effected pursuant to this Agreement, each Holder of Registrable Securities agrees not to effect any public sale or distribution of securities similar to those being registered or of any securities convertible into or exchangeable or exercisable for such securities or hedging

transactions relating to the Registrable Securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to the expected date of “pricing” of such offering and during such period, not to exceed 180 days with respect to a Qualified Public Offering or 90 days with respect to any subsequent offering, beginning on the date of such final prospectus (or prospectus supplement if the offering is made pursuant to a “shelf” registration) as shall be reasonably requested by the managing Underwriter(s) except as part of such registration, and, if and to the extent requested by the managing Underwriter(s), each such Holder of Registrable Securities agrees to execute an agreement to the foregoing effect with the Underwriter(s) for such offering on such terms as the managing Underwriter(s) shall reasonably request.

     (b)  Restri