RESTRICTED STOCK AGREEMENT

Exhibit 10.2

RESTRICTED STOCK AGREEMENT

     This RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of December 14, 2005, by and between Superior Energy Services, Inc. (“Superior”) and Kenneth L. Blanchard (“Award Recipient”).

     WHEREAS, Superior maintains the 2005 Stock Incentive Plan (the “Plan”), under which the Compensation Committee of the Board of Directors of Superior (the “Committee”) may, directly or indirectly, among other things, grant restricted shares of Superior’s common stock, $.001 par value per share (the “Common Stock”), to key employees of Superior or its subsidiaries (collectively, the “Company”); and

     WHEREAS, pursuant to the Plan the Committee has awarded to the Award Recipient restricted shares of Common Stock on the terms and conditions specified below;

     NOW, THEREFORE, the parties agree as follows:

1.
AWARD OF SHARES

     Upon the terms and conditions of the Plan and this Agreement, Superior as of the date of this Agreement hereby awards to the Award Recipient 24,000 restricted shares of Common Stock (the “Restricted Stock”), that vest, subject to Sections 2, 3 and 4 hereof, in installments as follows:

2.
AWARD RESTRICTIONS ON
RESTRICTED STOCK

     2.1 In addition to the conditions and restrictions provided in the Plan, neither the shares of Restricted Stock nor the right to vote the Restricted Stock, to receive dividends thereon or to enjoy any other rights or interests thereunder or hereunder may be sold, assigned, donated, transferred, exchanged, pledged, hypothecated or otherwise encumbered prior to vesting. Subject to the restrictions on transfer provided in this Section 2.1, the Award Recipient shall be entitled to all rights of a shareholder of Superior with respect to the Restricted Stock, including the right to vote the shares and receive all dividends and other distributions declared thereon.

     2.2 If the shares of Restricted Stock have not already vested in accordance with Section 1 above, the shares of Restricted Stock shall vest and all restrictions set forth in Section 2.1 shall lapse on the earlier of: (a) the date on which the employment of the Award Recipient

terminates as a result of any of the events specified in Sections 3(i) or (ii) below, or (b) if permitted by the Committee in accordance with Section 3 below, retirement or termination by the Company, or (c) the occurrence of a Change of Control (as defined in the Plan).

3.
TERMINATION OF EMPLOYMENT

     If the Award Recipient’s employment terminates as the result of (i) death or (ii) disability within the meaning of the Employment Agreement dated February 25, 2005 between the Company and Award Recipient, all unvested shares of Restricted Stock granted hereunder shall immediately vest. Unless the Committee determines otherwise in the case of retirement of the Award Recipient or termination by the Company of the Award Recipient’s employment, termination of employment for any other reason, except termination upon a Change of Control (as defined in the Plan), shall automatically result in the termination and forfeiture of all unvested Restricted Stock.

4.
FORFEITURE OF AWARD

     4.1 If at any time during Award Recipient’s employment by the Company or within 36 months after termination of employment, Award Recipient engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including but not limited to:

     (a) conduct relating to Award Recipient’s employment for which either criminal or civil penalties against Award Recipient may be sought;

     (b) conduct or activity that results in termination of Award Recipient’s employment for Cause;

     (c) violation of Company policies, including, without limitation, the Company’s Code of Business Ethics and Conduct;

     (d) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company who was employed at any time during Award Recipient’s tenure with the Company, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “competitor”), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by Award Recipient during Award Recipient’s tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not harm the Company’s interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of the Company;

     (e) disclosing or misusing any confidential information or material concerning the Company; or

     (f) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in