Exhibit 4.6   SUPERIOR
    WELL SERVICES, INC.
  AMENDED
    AND RESTATED INCENTIVE COMPENSATION PLAN




---



##### 



TABLE OF
    CONTENTS
  PageI. PURPOSE AND HISTORY


1II. DEFINITIONS


1III. EFFECTIVE DATE AND DURATION OF THE PLAN


3IV. ADMINISTRATION


3(a) Composition of Committee


3(b) Powers


4(c) Additional Powers


4V. SHARES SUBJECT TO THE PLAN; AWARD LIMITS; GRANT OF AWARDS


4(a) Shares Subject to the Plan and Award Limits


4(b) Grant of Awards


5(c) Stock Offered


5VI. ELIGIBILITY


5VII. STOCK OPTIONS


5(a) Option Period


5(b) Limitations on Exercise of Option


5(c) Special Limitations on Incentive Stock Options


5(d) Option Agreement


5(e) Option Price and Payment


6(f) Restrictions on Repricing of Options


6(g) Stockholder Rights and Privileges


6(h) Options and Rights in Substitution for Options Granted by
    Other Employers


6VIII. RESTRICTED STOCK AWARDS


6(a) Forfeiture Restrictions To Be Established by the Committee


6(b) Other Terms and Conditions


7(c) Payment for Restricted Stock


7(d) Committees Discretion to Accelerate Vesting of
    Restricted Stock Awards


7(e) Restricted Stock Agreements


7IX. PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS


7(a) Performance Conditions


7(b) Performance Awards


7(c) Annual Incentive Awards


9(d) Awards Criteria


10(e) Termination of Award


10(f) Performance Award and Annual Incentive Award Agreements


10(g) Written Determinations


10(h) Status of Paragraph IX(b) and Paragraph IX(c)
    Awards under Section 162(m) of the Code


10X. PHANTOM STOCK AWARDS


11(a) Phantom Stock Awards


11(b) Award Period


11(c) Awards Criteria


11(d) Payment


11(e) Termination of Award


11(f) Phantom Stock Award Agreements


11 i




---



##### 



PageXI. BONUS STOCK AWARDS


11XII. RECAPITALIZATION OR REORGANIZATION


12(a) No Effect on Right or Power


12(b) Subdivision or Consolidation of Shares; Stock Dividends


12(c) Recapitalizations and Corporate Changes


12(d) Change of Control Value


13(e) Other Changes in the Common Stock


13(f) Stockholder Action


13(g) No Adjustments unless Otherwise Provided


13XIII. AMENDMENT AND TERMINATION OF THE PLAN


14XIV. MISCELLANEOUS


14(a) No Right To An Award


14(b) No Employment/Membership Rights Conferred


14(c) Payment Terms Applicable to All Awards


14(d) Other Laws; Withholding


14(e) No Restriction on Corporate Action


14(f) Restrictions on Transfer


15(g) Governing Law


15  ii




---



##### 



SUPERIOR
    WELL SERVICES, INC.
    AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN
  I.
    PURPOSE AND HISTORY
  SUPERIOR WELL SERVICES, INC., Company
  Plan
  II.
    DEFINITIONS
    Affiliate
  Annual Incentive Award
  Annual Incentive Award Agreement
  Award
  Board
  Bonus Stock Award
 1




---



##### 



Code
  Committee
  Common Stock
  Company
  Consultant
  Corporate Change
  Covered Employee
  Director
  employee
  Executive Officer
  Fair Market Value
  Incentive Stock Option
  1934 Act
  Option
  Option Agreement
  Participant
 2




---



##### 



Performance Award
  Performance Award Agreement
  Phantom Stock Award
  Phantom Stock Award Agreement
  Plan
  Qualified Member Rule 16b-3(b)(3) Regulation 1.162-27
  Restricted Stock Agreement
  Restricted Stock Award
  Rule 16b-3 Rule 16b-3
  Stock Appreciation Right
  III.
    EFFECTIVE DATE AND DURATION OF THE PLAN
    IV.
    ADMINISTRATION
  Composition of Committee.
 3




---



##### 



Rule 16b-3(d)(1)
  Powers. Rule 16b-3,
  Additional Powers. Rule 16b-3
  V.
    SHARES SUBJECT TO THE PLAN; AWARD LIMITS; GRANT OF
    AWARDS
  Shares Subject to the Plan and Award
    Limits. and/or
 4




---



##### 



Grant of Awards.
  Stock Offered.
  VI.
    ELIGIBILITY
    VII.
    STOCK OPTIONS
  Option Period.
  Limitations on Exercise of
    Option.
  Special Limitations on Incentive Stock
    Options.
  Option Agreement.
 5




---



##### 



Option Price and Payment.
  Restrictions on Repricing of
    Options.
  Stockholder Rights and
    Privileges.
  Options and Rights in Substitution for Options
    Granted by Other Employers.
  VIII.
    RESTRICTED STOCK AWARDS
  Forfeiture Restrictions To Be Established by the
    Committee. Forfeiture
    Restrictions
 6




---



##### 



Other Terms and
    Conditions.
  Payment for Restricted
    Stock.
  Committees Discretion to Accelerate Vesting
    of Restricted Stock Awards.
  Restricted Stock
    Agreements.
  IX.
    PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS
  Performance Conditions.
  Performance Awards. and/or
 7




---



##### 



and/or
  Performance Goals
    Generally. and/or and/or
  Business and Individual Performance
    Criteria.
  Business Criteria and/or
  Individual Criteria and/or
  Performance Period; Timing for Establishing
    Performance Awards.
 8




---



##### 



Performance Award Pool.
  Payment of Performance
    Awards.
  Annual Incentive Awards and/or and/or
  Potential Annual Incentive
    Awards.
  Annual Incentive Award
    Pool.
 9




---



##### 



Payment of Annual Incentive
    Awards.
  Awards Criteria
  Termination of Award
  Performance Award and Annual Incentive Award
    Agreements
  Written Determinations
  Status of Paragraph IX(b) and
    Paragraph IX(c) Awards under Section 162(m) of the
    Code
 10




---



##### 



X.
    PHANTOM STOCK AWARDS
  Phantom Stock Awards
  Award Period
  Awards Criteria
  Payment
  Termination of Award
  Phantom Stock Award
    Agreements
  XI. BONUS
    STOCK AWARDS
  Rule 16b-3.
 11




---



##### 



XII.
    RECAPITALIZATION OR REORGANIZATION
  No Effect on Right or
    Power
  Subdivision or Consolidation of Shares; Stock
    Dividends
  Recapitalizations and Corporate
    Changes recapitalization Corporate Change Change of Control
    Value
 12




---



##### 



Change of Control Value
  Other Changes in the Common
    Stock split-ups,
  Stockholder Action
  No Adjustments unless Otherwise
    Provided
 13




---



##### 



XIII.
    AMENDMENT AND TERMINATION OF THE PLAN
      XIV.
    MISCELLANEOUS
  No Right To An Award
  No Employment/Membership Rights
    Conferred
  Payment Terms Applicable to All
    Awards
  Other Laws; Withholding
  No Restriction on Corporate
    Action
 14




---



##### 



Restrictions on Transfer
  Governing Law
 15