**Exhibit 10.2****AMENDMENT TO****EMPLOYMENT AGREEMENT**     This Amendment to Employment Agreement (this “Amendment”) is made effective as of March 21,2007 between Complete Production Services, Inc., a Delaware corporation and its subsidiaries(collectively the “Company”) and Joseph C. Winkler (the “Executive”).     **WHEREAS,**Complete Energy Services, Inc., a Delaware corporation (“Complete Energy”), andExecutive have entered into that certain Employment Agreement effective as of June 20, 2005 (the“Agreement”);     **WHEREAS**, on September 12, 2005, Complete Energy entered into a combination with the Companyand I.E. Miller Services, Inc., a Delaware corporation, pursuant to which the Company was thesurviving entity and assumed the Agreement; and     **WHEREAS,**the Company and Executive desire to amend the Agreement in certain respects.     In consideration of Executive’s continued employment as an executive officer with the Companyand for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Company and Executive agree to amend the Agreement as follows:     All references to the Company in the Agreement shall include references to any successorcorporation.  1*. Section 1.1 of the Agreement is hereby amended to read in its entirety as follows:*   “Average Annual Bonus” shall mean the greater of (i) Target EV for the year of the Date ofTermination, or (iii) the highest annual bonus paid during any of the three full fiscalyears preceding the Date of Termination.   2*. Section 1.7 of the Agreement is hereby amended to read in its entirety as follows:*   “Date of Termination” shall mean the date specified in the Notice of Termination relatingto termination of Executive’s employment with the Company; provided that such date shallnot be less than 20 days nor more than 45 days following: (i) involuntary termination, notfor Cause, pursuant to Section 7.2 or 7.3 hereof, or (ii) the date within the ProtectivePeriod that Executive voluntarily terminates his employment for Good Reason so governed bySection 7.3 hereof, and provided further that such termination qualifies as a “separationfrom service” within the meaning given to it under Section 409A(a)(2)(A)(i) of theInternal Revenue Code of 1986, as amended (the “Code”), and any TreasuryRegulations or other guidance issued thereunder. 3. *Section 1.11 of the Agreement is hereby amended to read in its entirety as follows:*
 

 
  “Protective Period” shall mean the period that commences six months prior to and ends twoyears following the effective date of a Change of Control. 4. *Section 1.14 is hereby added to the Agreement and shall read in its entirety as follows:*   “Target EV” shall mean the amount payable to Executive, which is expressed as a percentageof Executive’s Termination Base Salary, as a bonus or incentive payment to Executive underthe Company’s annual bonus or incentive program presuming that the Company and individualperformed at target under all applicable performance criteria and objectives. 5. *Section 3.1 of the Agreement is hereby amended to read in its entirety as follows:*   **Term**. This Agreement shall be for an initial term that continues in effectthrough the third anniversary of the Effective Date. The term of this Agreement shallautomatically be extended for one or more additional terms of one (1) year, as of eachanniversary date of the Effective Date that occurs while this Agreement is in effect. Theterm of Agreement, however, may be terminated by written notice of termination of thisAgreement provided to Executive, and in the event any such termination notice is deliveredto Executive then, notwithstanding the preceding sentence concerning automatic renewals,the term of this Agreement shall be deemed terminated effective as of December 31 of thethird full calendar year following the date on which such notice of termination of theAgreement is delivered to Executive. 6. *Section 7.1 of the Agreement is hereby amended to read in its entirety as follows:*   **Certain Terminations.** If Executive’s employment hereunder shall terminate for anyreasons except those described in Sections 7.2 and 7.3 hereof, then all compensation andall benefits to Executive hereunder shall continue to be provided until the date of suchtermination of employment and such compensation and benefits shall terminatecontemporaneously with such termination of employment. 7. *Section 7.**2(b)**of the Agreement is hereby amended to read in its entirety as follows:*   Company shall pay to Executive a bonus for the year in which the Date of Terminationoccurred in an amount determined in good faith by the Board in accordance with theperformance criteria established pursuant to Section 4.2 hereof and based on Company’sperformance relative to such criteria for such year through the Date of Termination, whichamount, however, shall not be less than the Target EV and shall be pro-rated through andincluding the Date of Termination (based on the ratio of the number of days Executive wasemployed by Company during such year to 365), payable in a lump-sum within 30 daysfollowing such Date of Termination. 8. *Section 7.**3(b)**of the Agreement is hereby amended to read in its entirety as follows:*   Company shall pay to Executive a bonus for the year in which the Date of Terminationoccurred in an amount determined in good faith by the Board in accordance with the
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  performance criteria established pursuant to Section 4.2 hereof and based on Company’sperformance relative to such criteria for such year through the Date of Termination, whichamount, however, shall not be less than the Target EV and shall be pro-rated through andincluding the Date of Termination (based on the ratio of the number of days Executive wasemployed by Company during such year to 365), payable in a lump-sum within 30 daysfollowing such Date of Termination. 9. *Section 7.**3(i)**is hereby added to the Agreement and shall read in its entirety as follows:*   Effective as of the Date of Termination, the Company shall pay to Executive an amount equalto three times the amount the Company would be required to contribute on Executive’s behalfunder all qualified pension, nonqualified pension, profit sharing, 401(k), deferredcompensation and supplemental plans based on Executive’s Termination Base Salary and theapplicable maximum Company contribution percentages in effect as of the Date of Termination,payable in a lump sum within 30 days following such Date of Termination. 10. *Section 7.**4(a)**of the Agreement is hereby amended to add the following at the end thereof:*   Such additional gross-up payment shall be made in a lump sum payment within 30 daysfollowing the Date of Termination. For the sake of clarity, Executive shall be entitled toall of the insurance and benefits provided by this Section 7.4(a), and such benefits shallnot be mitigated, in the event that as of the Date of Termination or at any time during theSeverance Payout Period or Change of Control Payout Period, as applicable, Executive isreceiving medical, dental, health, disability or life benefits or insurance through theplans or obligations of a former employer. In the event Executive is so covered by theplans or obligations of a former employer, the cost sharing arrangement applicable underSection 7.4(a) shall be the cost sharing arrangement applicable to similarly situatedexecutives. 11. *Section 7.**4(b)**of the Agreement is hereby amended to read in its entirety as follows:*   The Company shall provide Executive with a lump sum payment, in lieu of outplacementservices, equal to 15% of Executive’s Termination Base Salary. Such lump sum paymentshall be made within 30 days following the Date of Termination. 12. *Section 7.**4(c)**of the Agreement is hereby amended to read in its entirety as follows:*   The Company shall provide Executive with a lump sum payment, in lieu of an automobileallowance, equal to the monthly car allowance in effect on the date of the Date ofTermination, multiplied by the number of months comprising the Severance Payout Period orChange of Control Payout Period, as applicable. Such lump sum payment shall be made within30 days following the Date of Termination.
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13.    *Article VII of the Agreement is hereby amended to delete Sections 7.3(d) and 7.3(f) and add newSection 7.7 in their place as follows:*  Notwithstanding any provisions to the contrary in any of the Company’s stock option plans,incentive plans and agreements, upon a Change of Control (i) all outstanding unvested stockoptions of Executive shall be and become fully vested and exercisable as to all shares ofstock covered thereby, and (ii) all outstanding shares of restricted stock, restricted stockunits, performance shares and performance units (including those under any stock matchprogram) of Executive shall be and become 100% vested and all restrictions thereon shalllapse, in each case as of the Change of Control.14.   *The definition of “Prohibited Period” in Section 8.1 of the Agreement is hereby amended toread in its entirety as follows:*  “Prohibited Period” means the period during which Executive is employed by Companyhereunder and throughout the term of the Change of Control Payout Period for a terminationof Executive’s employment covered by Section 7.3 hereof, or throughout the term of theSeverance Payout Period for a termination of Executive’s employment covered by Section 7.2hereof. Notwithstanding the foregoing, the Prohibited Period shall immediately terminate(a) on the date of Executive’s termination of employment with Company if such terminationis for the reason encompassed in Section 3.2(a)(i) hereof or (b) on the date Companybreaches its obligations under either Section 7.2 or 7.3 hereof (if and as applicable) (itbeing understood and agreed, however, that Executive shall continue to be entitled toreceive all consideration required to be paid under Section 7.2 or 7.3 hereof (if and asapplicable)). 15. *Section 9.1 of the Agreement is hereby amended to read in its entirety as follows:* **A.** **Excise Taxes and Gross-up Payments.**If any payment or benefit received or to bereceived by Executive in connection with a change in control of the Company ortermination of Executive’s employment (whether payable pursuant to the terms of thisAgreement, a stock option plan or any other plan or arrangement with the Company) (the“Total Payments”) will be subject to the excise tax imposed by Section 4999 of theCode, (the “Excise Tax”), then Executive shall be entitled to receive from the Companyan additional payment (the “Gross-Up Payment”) in an amount such that the net amount ofthe Total Payments and the Gross-Up Payment retained by Executive after the calculationand deduction of all Excise Taxes (including any interest or penalties imposed withrespect to such taxes) on the Total Payments and all federal, state and local incometax, employment tax and Excise Tax (including any interest or penalties imposed withrespect to such taxes) on the Gross-Up Payments provided for in this Section 9.1, andtaking into account any lost or reduced tax deductions on account of the Gross-UpPayments, shall be equal to the Total Payments.
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 B. All determinations required to be made under this Section 9.1, includingwhether and when the Gross-Up Payments are required and the amount of such Gross-UpPayments, and the assumptions to be utilized in arriving at such determinations(consistent with the provisions of the Section 9.1), shall be made by the Company’sindependent certified public accountants (the “Accountants”). The Accountants shallprovide Executive and the Company with detailed supporting calculations with respect tosuch Gross-Up Payments within fifteen (15) business days of the receipt of notice fromExecutive or the Company that Executive has received or will receive a Total Payments.In the event that the Accountants are also serving as accountant or auditor for theindividual, entity or group effecting the Change of Control, Executive shall appointanother nationally recognized public accounting firm to make the determinationsrequired hereunder (which accounting firm shall then be referred to as the Accountantshereunder). All fees and expenses of the Accountants shall be borne solely by theCompany. All determinations by the Accountants shall be binding upon the Company andExecutive.  C. For the purposes of determining whether any of the Total Payments will besubject to the Excise Tax and the amount of such Excise Tax, such Total Payments willbe treated as “parachute payments” within the meaning of Section 280G of the Code, andall “parachute payments” in excess of the “base amount” (as defined under Section280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless andexcept to the extent that in the opinion of the Accountants such payment (in whole orin part) either do not constitute “parachute payments” or represent reasonablecompensation for services actually rendered (within the meaning of Section 280G(b)(4)of the Code) in excess of the “base amount” or such “parachute payments” are otherwisenot subject to such Excise Tax. For purposes of determining the amount of the Gross-UpPayments, Executive shall be deemed to pay federal income taxes at the highestapplicable marginal rate of federal income taxation for the calendar year in which theGross-Up Payments are to be made and to pay any applicable state and local income taxesat the highest applicable marginal rate of taxation for the calendar year in which theGross-Up Payments are to be made, net of the maximum reduction in federal income taxesthat could be obtained from the deduction of such state or local taxes if paid if suchyear (determined without regard to limitations on deductions based upon the amount ofExecutive’s adjusted gross income); and to have otherwise allowable deductions forfederal, state and local income tax purposes at least equal to those disallowed becauseof the inclusion of the Gross-Up Payments in Executive’s adjusted gross income.  D. To the extent practicable, any Gross-Up Payments shall be paid by the Companyat the time Executive is entitled to receive the Total Payments and in no event willany Gross-Up Payments be paid later than thirty (30) days after the receipt byExecutive of the Accountant’s determination. As a result of uncertainty in theapplication of Section 4999 of the Code at the time of the initial determination by theAccountants hereunder, it is possible that the Gross-Up Payments made will
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   have been an amount less than the Company should have paid pursuant to this Section9.1 (the “Underpayment”). In the event that the Company exhausts its remediespursuant to Section 9.1 and Executive is required to make a payment of any ExciseTax, the Underpayment shall be promptly paid by the Company to or for Executive’sbenefit.  E. Executive shall notify the Company in writing of any claim by the InternalRevenue Service that, if successful, would require the payment by the Company of theGross-Up Payments. Such notification shall be given as soon as practicable afterExecutive is informed in writing of such claim and shall apprise the Company of thenature of such claim and the date on which such claim is requested to be paid.Executive shall not pay such claim prior to the expiration of the thirty (30) dayperiod following the date on which Executive gives such notice to the Company (or suchshorter period ending on the date that any payment of taxes, interest and/or penaltieswith respect to such claim is due). If the Corporation notifies Executive in writingprior to the expiration of such thirty (30) day period that it desires to contest suchclaim, Executive shall: (i) give the Company any information reasonably requested by theCompany relating to such claim  (ii) take such action in connection with contesting such claim asthe Company shall reasonably request in writing from time to time, including,without limitation, accepting legal representation with respect to such claimby an attorney reasonably selected by the Company;  (iii) cooperate with the Company in good faith in order toeffectively contest such claim; and  (iv) permit the Company to participate in any proceedings relatingto such claims; provided, however, that the Company shall bear and pay directlyall costs and expenses (including additional interest and penalties) incurredin connection with such contest and shall indemnify Executive for, advanceexpenses to Executive for, defend Executive against and hold Executive harmlessfrom, on an after-tax basis, any Excise Tax or income tax (including interestand penalties with respect thereto) imposed as a result of such representationand payment of all related costs and expenses. Without limiting the foregoingprovisions of this Section 9.1, the Company shall control all proceedings takenin connection with such contest and, at its sole option, may pursue or foregoany and all administrative appeals, proceedings, hearings and conferences withthe taxing authority in respect of such claim and may, at its sole option,either direct Executive to pay the tax claimed and sue for a refund or contestthe claim in any permissible manner, and Executive agrees to prosecute suchcontest to a determination before any administrative tribunal, in a court ofinitial jurisdiction and in one or more appellate courts, as the Company
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   shall determine; provided, however, that if the Company directs Executive topay such claim and sue for a refund, the Company shall advance the amount ofsuch payment to Executive, on an interest-free basis, and shall indemnifyExecutive for, advance expenses to Executive for, defend Executive againstand hold Executive harmless from, on an after-tax basis, any Excise Tax orincome tax (including interest or penalties with respect thereto) imposedwith respect to such advance or with respect to any imputed income withrespect to such advance (including as a result of any forgiveness by theCompany of such advance); provided, further, that any extension of thestatute of limitations relating to the payment of taxes for the taxable yearof Executive with respect to which such contested amount is claimed to bedue is limited solely to such contested amount. Furthermore, the Company’scontrol of the contest shall be limited to issues with respect to which aGross-Up Payments would be payable hereunder and Executive shall be entitledto settle or contest, as the case may be, any other issue raised by theInternal Revenue Service or any other taxing authority. F. The Gross-Up Payments shall be paid to Executive during Executive’semployment, or following the termination of Executive’s employment, as determinedunder the foregoing provisions; provided, however, such benefits and payments shallbe paid not later than fifteenth day of the third month following the later of theend of the taxable year of Executive in which Executive’s Date of Termination occurs,or the end of the taxable year of the Company (or any successor thereto) in whichsuch Executive’s Date of Termination occurs.16. *Section 11.17 of the Agreement, entitled “Compliance With Internal Revenue Code Section 409A.”is hereby added to the Agreement to read in its entirety as follows:* **11.17.** **Compliance With Internal Revenue Code Section 409A.**  A. Notwithstanding anything herein to the contrary, all lump sum payments andgross up payments to be made pursuant to this Agreement shall be paid not later thanthe fifteenth day of the third month following the later of the end of the taxable yearof Executive in which Executive’s Date of Termination occurs, or the end of the taxableyear of the Company (or any successor thereto) in which such Date of Terminationoccurs.  B. This Agreement is not intended to provide for any deferral of compensationsubject to Code Section 409A and, accordingly, the benefits provided pursuant to thisAgreement are intended to be paid not later than the later of: (i) the fifteenth dayof the third month following Executive’s first taxable year in which such benefit is nolonger subject to a substantial risk of forfeiture, and (ii) the fifteenth day of thethird month following the first taxable year of the Company in which such benefit is nolonger subject to a substantial risk of forfeiture, as determined in accordance withCode Section 409A and any Treasury Regulations and other
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   guidance issued thereunder. The date determined under this subsection is referredto as the “Short-Term Deferral Date.”  C. Notwithstanding anything to the contrary herein, in the event that any benefitsprovided pursuant to this Agreement are not actually or constructively received by theExecutive on or before the Short-Term Deferral Date, to the extent such benefitconstitutes a deferral of compensation subject to Code Section 409A, then: (i) subjectto clause (ii), such benefit shall be paid upon Executive’s separation from servicewithin the meaning of Section 409A(a)(2)(A)(i) of the Code, and any other TreasuryRegulations and other guidance thereunder (“Separation from Service”) with respect tothe Company and its affiliates, and (ii) if Executive is a “specified employee,” asdefined in Code Section 409A(a)(2)(B)(i), with respect to the Company and itsaffiliates, such benefit shall be paid upon the date which is six months after the dateof Executive’s Separation from Service (or, if earlier, the date of Executive’s death).In the event that any benefit provided for in this Agreement is subject to thissubsection, such benefit shall be paid on the sixtieth day following the payment datedetermined under this subsection, and shall be made subject to the requirements ofSections 7.2 and 7.3, as applicable.17.   *The Agreement shall remain in force and effect in accordance with the terms and conditionsthereof, as amended by this Amendment.*     **IN WITNESS WHEREOF,**the Company and the Executive have executed this Amendment to theAgreement to be effective the date first above written.       **EXECUTIVE**   **COMPLETE PRODUCTION SERVICES, INC.,**a Delaware corporation        /s/ Joseph C. Winkler   By /s/ Kenneth L. Nibling        Joseph C. Winkler     Kenneth L. NiblingChairman and Chief Executive Officer     Vice President – Human Resources and Administration           And /s/ James F. Maroney, III              James F. Maroney, III      Vice President, Secretary and General Counsel
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