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                                                                    EXHIBIT 10.9

                              AMENDED AND RESTATED
                         SUPERIOR ENERGY SERVICES, INC.
                            2002 STOCK INCENTIVE PLAN

         1. PURPOSE. The purpose of the 2002 Stock Incentive Plan (the "Plan")
of Superior Energy Services, Inc. ("Superior") is to increase stockholder value
and to advance the interests of Superior and its subsidiaries (collectively, the
"Company") by furnishing stock-based economic incentives (the "Incentives")
designed to attract, retain, reward and motivate key employees, officers,
directors and consultants or advisors to the Company and to strengthen the
mutuality of interests between such employees, officers and directors and
Superior's stockholders. Incentives consist of opportunities to purchase or
receive shares of common stock, $.001 par value per share, of Superior (the
"Common Stock"), on terms determined under the Plan. As used in the Plan, the
term "subsidiary" means any corporation, limited liability company or other
entity, of which Superior owns (directly or indirectly) within the meaning of
Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"),
50% or more of the total combined voting power of all classes of stock,
membership interests or other equity interests issued thereby.

         2. ADMINISTRATION.

                  2.1 COMPOSITION. The Plan shall be administered by the
Compensation Committee of the Board of Directors of Superior (the "Board") or by
a subcommittee thereof (the "Committee"). The Committee shall consist of not
fewer than two members of the Board of Directors, each of whom shall (a) qualify
as a "non-employee director" under Rule 16b-3 under the Securities Exchange Act
of 1934 (the "1934 Act") or any successor rule, and (b) qualify as an "outside
director" under Section 162(m) of the Code ("Section 162(m)").

                  2.2 AUTHORITY. The Committee shall have plenary authority to
award Incentives under the Plan, to interpret the Plan, to establish any rules
or regulations relating to the Plan that it determines to be appropriate, to
enter into agreements with or provide notices to participants as to the terms of
the Incentives (the "Incentive Agreements") and to make any other determination
that it believes necessary or advisable for the proper administration of the
Plan. Its decisions in matters relating to the Plan shall be final and
conclusive on the Company and participants. The Committee may delegate its
authority hereunder to the extent provided in Section 3 hereof.

         3. ELIGIBLE PARTICIPANTS. Key employees and officers of the Company and
persons providing services as consultants or advisors to the Company shall
become eligible to receive Incentives under the Plan when designated by the
Committee. Employees may be designated individually or by groups or categories,
as the Committee deems appropriate. With respect to participants not subject to
Section 16 of the 1934 Act or Section 162(m) of the Code, the Committee may
delegate to appropriate officers of the Company its authority to designate
participants, to determine the size and type of Incentives to be received by
those participants and to set and modify the terms of the Incentives; provided,
however, that the per share exercise price of any options granted by an officer,
rather than by the Committee, shall be equal to the Fair Market Value (as

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defined in Section 11.11) of a share of Common Stock on the date of grant.
Directors who are not also employees of the Company ("Outside Directors") may
participate in the Plan only as specifically provided in Section 10 hereof.

         4. TYPES OF INCENTIVES. Incentives may be granted under the Plan to
eligible participants in the forms of (a) incentive stock options; (b)
non-qualified stock options; (c) restricted stock and (d) Other Stock-Based
Awards (as defined in Section 8 hereof).

         5. SHARES SUBJECT TO THE PLAN.

                  5.1 NUMBER OF SHARES. Subject to adjustment as provided in
Section 11.5, the maximum number of shares of Common Stock that may be delivered
to participants and their permitted transferrees under the Plan shall be
1,400,000 shares.

                  5.2 SHARE COUNTING. To the extent any shares of Common Stock
covered by a stock option are not delivered to a participant or permitted
transferee because the Option is forfeited or canceled, or shares of Common
Stock are not delivered because an Incentive is paid or settled in cash or used
to satisfy the applicable tax withholding obligation, such shares shall not be
deemed to have been delivered for purposes of determining the maximum number of
shares of Common Stock available for delivery under this Plan. In the event that
shares of Common Stock are issued as an Incentive and thereafter are forfeited
or reacquired by the Company pursuant to rights reserved upon issuance thereof,
such forfeited and reacquired Shares may again be issued under the Plan. If the
exercise price of any stock option granted under the Plan or the applicable
withholding tax obligation is satisfied by tendering shares of Common Stock to
the Company (by either actual delivery or by attestation), only the number of
shares of Common Stock issued net of the shares of Common Stock tendered shall
be deemed delivered for purposes of determining the maximum number of shares of
Common Stock available for delivery under the Plan.

                  5.3 LIMITATIONS ON AWARDS. Subject to Section 11.5, the
following additional limitations are imposed under the Plan:

                           A. The maximum number of shares of Common Stock that
         may be issued upon exercise of stock options intended to qualify as
         incentive stock options under Section 422 of the Code shall be
         1,000,000 shares. Notwithstanding any other provision herein to the
         contrary, (i) all shares issuable under incentive stock options shall
         be counted against this limit and (ii) shares that are issued and are
         later forfeited, cancelled or reacquired by the Company, shares
         withheld to satisfy withholding tax obligations and shares delivered in
         payment of the option exercise price or withholding taxes shall have no
         effect on this limitation.

                           B. The maximum number of shares of Common Stock that
         may be covered by Incentives granted under the Plan to any one
         individual during any one calendar-year period shall be 1,000,000.

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                           C. The maximum number of shares of Common Stock that
         may be issued as restricted stock and Other Stock-Based Awards (as
         defined in Section 8) shall be 250,000 shares.

                  5.4 TYPE OF COMMON STOCK. Common Stock issued under the Plan
may be authorized and unissued shares or issued shares held as treasury shares.

         6. STOCK OPTIONS. A stock option is a right to purchase shares of
Common Stock from Superior. Stock options granted under the Plan may be
incentive stock options (as such term is defined in Section 422 of the Code) or
non-qualified stock options. Any option that is designated as a non-qualified
stock option shall not be treated as an incentive stock option. Each stock
option granted by the Committee under this Plan shall be subject to the
following terms and conditions:

                  6.1 PRICE. The exercise price per share shall be determined by
the Committee, subject to adjustment under Section 11.5; provided that in no
event shall the exercise price be less than the Fair Market Value of a share of
Common Stock on the date of grant, except in case of a stock option granted in
assumption of or substitution for an outstanding award of a company acquired by
the Company or with which the Company combines.

                  6.2 NUMBER. The number of shares of Common Stock subject to
the option shall be determined by the Committee, subject to Section 5 and
subject to adjustment as provided in Section 11.5.

                  6.3 DURATION AND TIME FOR EXERCISE. The term of each stock
option shall be determined by the Committee, but shall not exceed a maximum term
of 10 years. Each stock option shall become exercisable at such time or times
during its term as shall be determined by the Committee. Notwithstanding the
foregoing, the Committee may accelerate the exercisability of any stock option
at any time, in addition to the automatic acceleration of stock options under
Section 11.10.

                  6.4 REPURCHASE. Upon approval of the Committee, the Company
may repurchase a previously granted stock option from a participant by mutual
agreement before such option has been exercised by payment to the participant of
the amount per share by which: (i) the Fair Market Value (as defined in Section
11.11) of the Common Stock subject to the option on the business day immediately
preceding the date of purchase exceeds (ii) the exercise price.

                  6.5 MANNER OF EXERCISE. A stock option may be exercised, in
whole or in part, by giving written notice to the Company, specifying the number
of shares of Common Stock to be purchased. The exercise notice shall be
accompanied by the full purchase price for such shares. The option price shall
be payable in United States dollars and may be paid (a) in cash; (b) by check;
(c) by delivery of shares of Common Stock which, unless otherwise determined by
the Committee, shall have been held by the optionee for at least six months, and
which shares shall be valued for this purpose at the Fair Market Value on the
business day immediately preceding the date such option is

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exercised; (d) by delivery of irrevocable written instructions to a broker
approved by the Company (with a copy to the Company) to immediately sell a
portion of the shares issuable under the option and to deliver promptly to the
Company the amount of sale proceeds (or loan proceeds if the broker lends funds
to the participant for delivery to the Company) to pay the exercise price; or
(e) in such other manner as may be authorized from time to time by the
Committee.

                  6.6 INCENTIVE STOCK OPTIONS. Notwithstanding anything in the
Plan to the contrary, the following additional provisions shall apply to the
grant of stock options that are intended to qualify as incentive stock options
(as such term is defined in Section 422 of the Code):

                           A. Any incentive stock option agreement authorized
         under the Plan shall contain such other provisions as the Committee
         shall deem advisable, but shall in all events be consistent with and
         contain or be deemed to contain all provisions required in order to
         qualify the options as incentive stock options.

                           B. All incentive stock options must be granted within
         ten years from the date on which this Plan is adopted by the Board of
         Directors.

                           C. No incentive stock options shall be granted to any
         participant who, at the time such option is granted, would own (within
         the meaning of Section 422 of the Code) stock possessing more than 10%
         of the total combined voting power of all classes of stock of the
         employer corporation or of its parent or subsidiary corporation.

                           D. The aggregate Fair Market Value (determined with
         respect to each incentive stock option as of the time such incentive
         stock option is granted) of the Common Stock with respect to which
         incentive stock options are exercisable for the first time by a
         participant during any calendar year (under the Plan or any other plan
         of Superior or any of its subsidiaries) shall not exceed $100,000. To
         the extent that such limitation is exceeded, such options shall not be
         treated, for federal income tax purposes, as incentive stock options.

                  6.7 REPRICING. Except for adjustments pursuant to Section 11.5
or actions permitted to be taken by the Committee under Section 11.10C in the
event of a Change of Control, unless approved by the stockholders of the
Company, (a) the exercise price for any outstanding stock option granted under
this Plan may not be decreased after the date of grant and (b) an outstanding
stock option that has been granted under this Plan may not, as of any date that
such option has a per share exercise price that is less than the then current
Fair Market Value of a share of Common Stock, be surrendered to the Company as
consideration for the grant of a new option with a lower exercise price, shares
of restricted stock, an Other Stock-Based Award (as defined in Section 8.1), a
cash payment or Common Stock.

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         7. RESTRICTED STOCK.

                  7.1 GRANT OF RESTRICTED STOCK. The Committee may award shares
of restricted stock to such eligible participants as the Committee determines
pursuant to the terms of Section 3. An award of restricted stock shall be
subject to such restrictions on transfer and forfeitability provisions and such
other terms and conditions, including the attainment of specified performance
goals, as the Committee may determine, subject to the provisions of the Plan. To
the extent restricted stock is intended to qualify as "performance-based
compensation" under Section 162(m), it must be granted subject to the attainment
of performance goals as described in Section 9 below and meet the additional
requirements imposed by Section 162(m).

                  7.2 THE RESTRICTED PERIOD. At the time an award of restricted
stock is made, the Committee shall establish a period of time during which the
transfer of the shares of restricted stock shall be restricted and after which
the shares of restricted stock shall be vested (the "Restricted Period"). Except
for shares of restricted stock that vest based on the attainment of performance
goals, the Restricted Period shall be a minimum of three years, with incremental
vesting of portions of the award over the three-year period permitted. If the
vesting of the shares of restricted stock is based upon the attainment of
performance goals, a minimum Restricted Period of one year is allowed, with
incremental vesting of portions of the award over the one-year period permitted.
Each award of restricted stock may have a different Restricted Period. The
expiration of the Restricted Period shall also occur as provided under Section
11.3 and under the conditions described in Section 11.10 hereof.

                  7.3 ESCROW. The participant receiving restricted stock shall
enter into an Incentive Agreement with the Company setting forth the conditions
of the grant. Certificates representing shares of restricted stock shall be
registered in the name of the participant and deposited with the Company,
together with a stock power endorsed in blank by the participant. Each such
certificate shall bear a legend in substantially the following form:

         The transferability of this certificate and the shares of Common Stock
represented by it are subject to the terms and conditions (including conditions
of forfeiture) contained in the Superior Energy Services, Inc. 2002 Stock
Incentive Plan (the "Plan"), and an agreement entered into between the
registered owner and Superior Energy Services, Inc. thereunder. Copies of the
Plan and the agreement are on file at the principal office of the Company.

                  7.4 DIVIDENDS ON RESTRICTED STOCK. Any and all cash and stock
dividends paid with respect to the shares of restricted stock shall be subject
to any restrictions on transfer, forfeitability provisions or reinvestment
requirements as the Committee may, in its discretion, prescribe in the Incentive
Agreement.

                  7.5 FORFEITURE. In the event of the forfeiture of any shares
of restricted stock under the terms provided in the Incentive Agreement
(including any additional shares of restricted stock that may result from the
reinvestment of cash and stock

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dividends, if so provided in the Incentive Agreement), such forfeited shares
shall be surrendered and the certificates cancelled. The participants shall have
the same rights and privileges, and be subject to the same forfeiture
provisions, with respect to any additional shares received pursuant to Section
11.5 due to a recapitalization or other change in capitalization.

                  7.6 EXPIRATION OF RESTRICTED PERIOD. Upon the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions prescribed by the Committee, the restrictions applicable to the
restricted stock shall lapse and a stock certificate for the number of shares of
restricted stock with respect to which the restrictions have lapsed shall be
delivered, free of all such restrictions and legends, except any that may be
imposed by law, to the participant or the participant's estate, as the case may
be.

                  7.7 RIGHTS AS A STOCKHOLDER. Subject to the terms and
conditions of the Plan and subject to any restrictions on the receipt of
dividends that may be imposed in the Incentive Agreement, each participant
receiving restricted stock shall have all the rights of a stockholder with
respect to shares of stock during the Restricted Period, including without
limitation, the right to vote any shares of Common Stock.

         8. OTHER STOCK-BASED AWARDS.

                  8.1 GRANT OF OTHER STOCK-BASED AWARDS. Subject to the
limitations described in Section 8.2 hereof, the Committee may grant to eligible
participants "Other Stock-Based Awards," which shall consist of awards (other
than options or restricted stock in Sections 6 and 7) the value of which is
based in whole or in part on the value of shares of Common Stock. Other
Stock-Based Awards may be awards of shares of Common Stock or may be denominated
or payable in, valued in whole or in part by reference to, or otherwise based on
or related to, shares of, or appreciation in the value of, Common Stock
(including, without limitation, securities convertible or exchangeable into or
exercisable for shares of Common Stock), as deemed by the Committee consistent
with the purposes of this Plan. The Committee shall determine the terms and
conditions of any Other Stock-Based Award (including which rights of a
stockholder, if any, the recipient shall have with respect to Common Stock
associated with any such award) and may provide that such award is payable in
whole or in part in cash. An Other Stock-Based Award may be subject to the
attainment of such specified performance goals or targets as the Committee may
determine, subject to the provisions of this Plan. To the extent that an Other
Stock-Based Award is intended to qualify as "performance-based compensation"
under Section 162(m), it must be granted subject to the attainment of
performance goals as described in Section 9 below and meet the additional
requirements imposed by Section 162(m).

                  8.2 LIMITATIONS. Other Stock-Based Awards granted under this
Section 8 shall be subject to a vesting period of at least three years, with
incremental vesting of portions of the award over the three-year period
permitted; provided, however, that if the vesting of the award is based upon the
attainment of performance goals, a minimum vesting period of one year is
allowed, with incremental vesting of portions of the award

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over the one-year period permitted, and further provided that the Committee may
make special awards under this Section 8 with respect to an aggregate of no more
than 140,000 shares of Common Stock, as adjusted under Section 11.5, which
special awards shall not be subject to any minimum vesting requirements.

         9. PERFORMANCE GOALS FOR SECTION 162(m) AWARDS. To the extent that
shares of restricted stock or Other Stock-Based Awards granted under the Plan
are intended to qualify as "performance-based compensation" under Section
162(m), the vesting, grant or payment of such awards shall be conditioned on the
achievement of one or more performance goals and must satisfy the other
requirements of Section 162(m). The performance goals pursuant to which such
awards shall vest, be granted or be paid out shall be any or a combination of
the following performance measures applied to the Company, Superior, a division
or a subsidiary: earnings per share, return on assets, an economic value added
measure, stockholder return, earnings, stock price, return on equity, return on
total capital, safety performance, reduction of expenses or increase in cash
flow. For any performance period, such performance objectives may be measured on
an absolute basis or relative to a group of peer companies selected by the
Committee, relative to internal goals or relative to levels attained in prior
years. The performance goals may be subject to such adjustments as are specified
in advance by the Committee.

         10. STOCK OPTIONS FOR OUTSIDE DIRECTORS.

                  10.1 GRANT OF OPTIONS. Beginning at such time as a sufficient
number of shares of Common Stock no longer remain available for the grant of
stock options to Outside Directors under the Superior Energy Services, Inc. 1999
Stock Incentive Plan and continuing for as long as the Plan remains in effect
and shares of Common Stock remain available for issuance hereunder, the
following grants shall be made to Outside Directors:

                           A. On the date a person first joins the Board of
         Directors as an Outside Director, such Outside Director shall be
         automatically granted non-qualified stock options to purchase up to
         30,000 shares of Common Stock, the exact number of which shall be set
         by the Committee; and

                           B. On the day following the annual meeting of
         stockholders of Superior, each Outside Director shall be automatically
         granted non-qualified stock options to purchase up to 10,000 shares of
         Common Stock, the exact number of which shall be set by the Committee.

                  10.2 EXERCISABILITY OF STOCK OPTIONS. The stock options
granted to Outside Directors under this Section 10 shall be exercisable
immediately and, subject to Section 10.4 and 11.10 C, shall expire ten years
following the date of grant.

                  10.3 EXERCISE PRICE. The exercise price of the stock options
granted to Outside Directors shall be equal to the Fair Market Value, as defined
in the Plan, of a share of Common Stock on the date of grant. The Exercise Price
may be paid as provided in Section 6.5 hereof.

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                  10.4 EXERCISE AFTER TERMINATION OF BOARD SERVICE. In the event
an Outside Director ceases to serve on the Board, the stock options granted
hereunder must be exercised within one year from termination of Board service;
provided, however, that in the event of termination of Board service as a result
of retirement (at age 65 or later or after having completed five or more years
of service on the Board), the stock options may be exercised within five years
from the date of termination of Board service. Notwithstanding the foregoing, no
stock options may be exercised later than ten years after the date of grant.

         11. GENERAL.

                  11.1 DURATION. Subject to Section 11.9, the Plan shall remain
in effect until all Incentives granted under the Plan have either been satisfied
by the issuance of shares of Common Stock or otherwise been terminated under the
terms of the Plan and all restrictions imposed on shares of Common Stock in
connection with their issuance under the Plan have lapsed.

                  11.2 TRANSFERABILITY. No Incentives granted hereunder may be
transferred, pledged, assigned or otherwise encumbered by a participant except:
(a) by will; (b) by the laws of descent and distribution; (c) pursuant to a
domestic relations order, as defined in the Code; or (d) as to options only, if
permitted by the Committee and so provided in the Incentive Agreement or an
amendment thereto, (i) to Immediate Family Members, (ii) to a partnership in
which the participant and/or Immediate Family Members, or entities in which the
participant and/or Immediate Family Members are the sole owners, members or
beneficiaries, as appropriate, are the sole partners, (iii) to a limited
liability company in which the participant and/or Immediate Family Members, or
entities in which the participant and/or Immediate Family Members are the sole
owners, members or beneficiaries, as appropriate, are the sole members, or (iv)
to a trust for the sole benefit of the participant and/or Immediate Family
Members. "Immediate Family Members" shall be defined as the spouse and natural
or adopted children or grandchildren of the participant and their spouses. To
the extent that an incentive stock option is permitted to be transferred during
the lifetime of the participant, it shall be treated thereafter as a
nonqualified stock option. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of Incentives, or levy of attachment or
similar process upon Incentives not specifically permitted herein, shall be null
and void and without effect.

                  11.3 EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. Except as
provided in Section 10.4 with respect to Outside Directors, in the event that a
participant ceases to be an employee of the Company or to provide services to
the Company for any reason, including death, disability, early retirement or
normal retirement, any Incentives may be exercised, shall vest or shall expire
at such times as may be determined by the Committee and provided in the
Incentive Agreement.

                  11.4 ADDITIONAL CONDITIONS. Anything in this Plan to the
contrary notwithstanding: (a) the Company may, if it shall determine it
necessary or desirable for any reason, at the time of award of any Incentive or
the issuance of any shares of

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Common Stock pursuant to any Incentive, require the recipient of the Incentive,
as a condition to the receipt thereof or to the receipt of shares of Common
Stock issued pursuant thereto, to deliver to the Company a written
representation of present intention to acquire the Incentive or the shares of
Common Stock issued pursuant thereto for his own account for investment and not
for distribution; and (b) if at any time the Company further determines, in its
sole discretion, that the listing, registration or qualification (or any
updating of any such document) of any Incentive or the shares of Common Stock
issuable pursuant thereto is necessary on any securities exchange or under any
federal or state securities or blue sky law, or that the consent or approval of
any governmental regulatory body is necessary or desirable as a condition of, or
in connection with the award of any Incentive, the issuance of shares of Common
Stock pursuant thereto, or the removal of any restrictions imposed on such
shares, such Incentive shall not be awarded or such shares of Common Stock shall
not be issued or such restrictions shall not be removed, as the case may be, in
whole or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company.

                  11.5 ADJUSTMENT. In the event of any recapitalization, stock
dividend, stock split, combination of shares or other similar change in the
Common Stock, the number of shares of Common Stock then subject to the Plan,
including shares subject to outstanding Incentives, and all limitations on the
number of shares that may be issued hereunder shall be adjusted in proportion to
the change in outstanding shares of Common Stock. In the event of any such
adjustments, the purchase price of any option and the performance objectives of
any Incentive, shall also be adjusted as and to the extent appropriate, in the
reasonable discretion of the Committee, to provide participants with the same
relative rights before and after such adjustment. No substitution or adjustment
shall require the Company to issue a fractional share under the Plan and the
substitution or adjustment shall be limited by deleting any fractional share.

                  11.6 WITHHOLDING.

                           A. The Company shall have the right to withhold from
         any payments made or stock issued under the Plan or to collect as a
         condition of payment, issuance or vesting, any taxes required by law to
         be withheld. At any time that a participant is required to pay to the
         Company an amount required to be withheld under applicable income tax
         laws in connection with the lapse of restrictions on Common Stock or
         the exercise of an option, the participant may, subject to disapproval
         by the Committee, satisfy this obligation in whole or in part by
         electing (the "Election") to deliver currently owned shares of Common
         Stock or to have the Company withhold shares of Common Stock, in each
         case having a value equal to the minimum statutory amount required to
         be withheld under federal, state and local law. The value of the shares
         to be delivered or withheld shall be based on the Fair Market Value of
         the Common Stock on the date that the amount of tax to be withheld
         shall be determined ("Tax Date").

                           B. Each Election must be made prior to the Tax Date.
         The Committee may disapprove of any Election, may suspend or terminate
         the right to

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         make Elections, or may provide with respect to any Incentive that the
         right to make Elections shall not apply to such Incentive. If a
         participant makes an election under Section 83(b) of the Code with
         respect to shares of restricted stock, an Election to have shares
         withheld to satisfy withholding taxes is not permitted to be made.

                  11.7 NO CONTINUED EMPLOYMENT. No participant under the Plan
shall have any right, because of his or her participation, to continue in the
employ of the Company for any period of time or to any right to continue his or
her present or any other rate of compensation.

                  11.8 DEFERRAL PERMITTED. Payment of an Incentive may be
deferred at the option of the participant if permitted in the Incentive
Agreement.

                  11.9 AMENDMENTS TO OR TERMINATION OF THE PLAN. The Board may
amend or discontinue this Plan at any time; provided, however, that no such
amendment may:

                           A. without the approval of the stockholders, (i)
         except for adjustments permitted herein, increase the maximum number of
         shares of Common Stock that may be issued through the Plan, (ii)
         materially increase the benefits accruing to participants under the
         Plan, (iii) materially expand the classes of persons eligible to
         participate in the Plan, or (iv) amend Section 6.7 to permit the
         repricing of stock options as prohibited therein, or

                           B. materially impair, without the consent of the
         recipient, an Incentive previously granted, except that the Company
         retains all of its rights under Section 11.10.

                  11.10 CHANGE OF CONTROL.

                           A. A Change of Control shall mean:

                                    (i)      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 (i), the
                  following acquisitions shall not constitute a Change of
                  Control:

                                             (a) any acquisition (other than a
                           Business Combination (as defined below) which
                           constitutes a Change of Control under Section
                           11.10(A)(iii) hereof) of Common Stock directly from
                           the Company,

                                             (b) any acquisition of Common Stock
                           by the Company,

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

                                             (d) 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 11.10(A)(iii) hereof;
                           or

                                    (ii)     individuals who, as of January 1,
                  2002, constituted the Board of Directors of Superior (the
                  "Incumbent Board") cease for any reason to constitute at least
                  a majority of the Board of Directors; 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

                                    (iii)    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 the Company (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:

                                             (a) 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

                                             (b) 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

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                           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

                                             (c) 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 of
                           Directors, providing for such Business Combination;
                           or

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

For purposes of this Section 11.10, 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.

                  B. Upon a Change of Control of the type described in clause
(A)(i) or (A)(ii) of this Section 11.10 or immediately prior to any Change of
Control of the type described in clause (A)(iii) or (A)(iv) of this Section
11.10, all outstanding Incentives granted pursuant to this Plan shall
automatically become fully vested and exercisable, all restrictions or
limitations on any Incentives shall automatically lapse and, unless otherwise
provided in the applicable Incentive Agreement, all performance criteria and
other conditions relating to the payment of Incentives shall be deemed to be
achieved or waived by Superior without the necessity of action by any person. As
used in the immediately preceding sentence, 'immediately prior' to the Change of
Control shall mean sufficiently in advance of the Change of Control to permit
the grantee to take all steps reasonably necessary (i) if an optionee, to
exercise any such option fully and (ii) to deal with the shares purchased or
acquired under any such option or any Other Stock-Based Award and any formerly
restricted shares on which restrictions have lapsed so that all types of shares
may be treated in the same manner in connection with the Change of Control as
the shares of Common Stock of other stockholders.

                  C. No later than 30 days after a Change of Control of the type
described in subsections (A)(i) or (A)(ii) of this Section 11.10 and no later
than 30 days after the approval by the Board of a Change of Control of the type
described in subsections (A)(iii) or (A)(iv) of this Section 11.10, the
Committee, acting in its sole discretion without the consent or approval of any
participant (and notwithstanding any removal or attempted removal of some or all
of the members thereof as directors or Committee members), may act to effect one
or more of the alternatives listed below, which may vary among individual
participants and which may vary among Incentives held by any individual
participant:

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                           (i)      require that all outstanding options or
         Other Stock-Based Awards be exercised on or before a specified date
         (before or after such Change of Control) fixed by the Committee, after
         which specified date all unexercised options and Other Stock-Based
         Awards and all rights of participants thereunder shall terminate,

                           (ii)     make such equitable adjustments to
         Incentives then outstanding as the Committee deems appropriate to
         reflect such Change of Control (provided, however, that the Committee
         may determine in its sole discretion that no adjustment is necessary),

                           (iii)    provide for mandatory conversion of some or
         all of the outstanding options or Other Stock-Based Awards held by some
         or all participants as of a date, before or after such Change of
         Control, specified by the Committee, in which event such options and
         Other Stock-Based Awards shall be deemed automatically cancelled and
         the Company shall pay, or cause to be paid, to each such participant an
         amount of cash per share equal to the excess, if any, of the Change of
         Control Value of the shares subject to such option or Other Stock-Based
         Award, as defined and calculated below, over the exercise price of such
         options or the exercise or base price of such Other Stock-Based Awards
         or, in lieu of such cash payment, the issuance of Common Stock or
         securities of an acquiring entity having a Fair Market Value equal to
         such excess, or

                           (iv)     provide that thereafter, upon any exercise
         of an option or Other Stock-Based Award that entitles the holder to
         receive Common Stock, the holder shall be entitled to purchase or
         receive under such option or Other Stock-Based Award, in lieu of the
         number of shares of Common Stock then covered by such option or Other
         Stock-Based Award, the number and class of shares of stock or other
         securities or property (including, without limitation, cash) to which
         the holder would have been entitled pursuant to the terms of the
         agreement providing for the reorganization, share exchange, merger,
         consolidation or asset sale, if, immediately prior to such Change of
         Control, the holder had been the record owner of the number of shares
         of Common Stock then covered by such option or Other Stock-Based Award.

                  D. For the purposes of paragraph (iii) of Section 11.10(C),
the "Change of Control Value" shall equal the amount determined by whichever of
the following items is applicable:

                           (i)      the per share price to be paid to
         stockholders of Superior in any such merger, consolidation or other
         reorganization,

                           (ii)     the price per share offered to stockholders
         of Superior in any tender offer or exchange offer whereby a Change of
         Control takes place,

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                           (iii)    in all other events, the fair market value
                  per share of Common Stock into which such options being
                  converted are exercisable, as determined by the Committee as
                  of the date determined by the Committee to be the date of
                  conversion of such options, or

                           (iv)     in the event that the consideration offered
                  to stockholders of Superior in any transaction described in
                  this Section 11.10 consists of anything other than cash, the
                  Committee shall determine the fair cash equivalent of the
                  portion of the consideration offered that is other than cash.

                  11.11 DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market
Value" of Common Stock shall be determined for purposes of this Plan, it shall
be determined as follows: (i) if the Common Stock is listed on an established
stock exchange or any automated quotation system that provides sale quotations,
the closing sale price for a share of the Common Stock on such exchange or
quotation system on the applicable date, or if no sale of the Common Stock shall
have been made on that day, on the next preceding day on which there was a sale
of the Common Stock; (ii) if the Common Stock is not listed on any exchange or
quotation system, but bid and asked prices are quoted and published, the mean
between the quoted bid and asked prices on the applicable date, and if bid and
asked prices are not available on such day, on the next preceding day on which
such prices were available; and (iii) if the Common Stock is not regularly
quoted, the fair market value of a share of Common Stock on the applicable date
as established by the Committee in good faith.

                  11.12 PROHIBITION OF LOANS. The Company shall not extend
credit to a participant for the purpose of assisting the participant in
acquiring shares of Common Stock pursuant to an Incentive granted under the
Plan.

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