THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Superior Well Services, Inc. (SWSI)

3/31/2006 Proxy Information

Transactions Related to Our Initial Public Offering

Immediately prior to the closing of our initial public offering in August 2005, Superior Well Services, Ltd. and Bradford Resources, Ltd. were combined under a holding company structure pursuant to a contribution agreement whereby they became wholly owned subsidiaries of Superior Well Services, Inc. Each of the general and limited partners in Superior Well Services, Ltd. and Bradford Resources, Ltd. received shares of stock in Superior Well Services, Inc. in exchange for their respective general and limited partner interests. Bradford Resources, Ltd. distributed $7.2 million to its partners and Superior Well Services, Ltd. distributed $1.9 million to its partners. The distribution by Bradford Resources Ltd. was funded by additional bank indebtedness. Superior Well Services, Inc. assumed this indebtedness as a result of the consolidation of Superior Well Services, Ltd. and Bradford Resources, Ltd. and repaid this indebtedness with a portion of the net proceeds received in our initial public offering. The distribution by Superior Well Services, Ltd. to its partners was funded by cash on hand.

Prior to our initial public offering, each of David E. Wallace, Jacob B. Linaberger, Rhys R. Reese, David E. Snyder, Mark A. Snyder, C.H. Snyder, Jr., Dennis C. Snyder, Richard G. Snyder and Thomas C. Snyder were limited partners in Superior Well Services, Ltd. Each of David E. Snyder, Mark A. Snyder, C.H. Snyder, Jr., Dennis C. Snyder, Richard G. Snyder and Thomas C. Snyder were stockholders and/or executive officers of each general partner of Superior Well Services, Ltd. and Bradford Resources, Ltd. In addition, each of David E. Snyder, Mark A. Snyder, C.H. Snyder, Jr., Dennis C. Snyder, Richard G. Snyder and Thomas C. Snyder are stockholders and/or executive officers of Snyder Associated Companies, Inc. Prior to our initial public offering, Allegheny Mineral Corporation, Armstrong Cement & Supply Corp. and Glacial Sand & Gravel Company, each a wholly owned subsidiary of Snyder Associated Companies, Inc., owned all of the limited partner interests in Bradford Resources, Ltd.

Following our initial public offering, Superior Well Services, Inc. owns all the limited partner interests of each of Superior Well Services, Ltd. and Bradford Resources, Ltd., and Superior GP, L.L.C. is the general partner of each of Superior Well Services, Ltd. and Bradford Resources, Ltd. Superior GP, L.L.C. is a member-managed limited liability company, and Superior Well Services, Inc. is its sole member. As the general partner of each of Superior Well Services, Ltd. and Bradford Resources, Ltd., Superior GP, L.L.C., directly manages and controls their respective businesses and affairs. Superior Well Services, Ltd. provides all of our technical pumping and downhole surveying services. Bradford Resources, Ltd. owns substantially all of our technical pumping and downhole surveying equipment, which it leases to Superior Well Services, Ltd. under an intercompany lease.

Transactions with Officers, Directors and Significant Stockholders

Superior Well Services, Ltd. performs well services for Snyder Brothers, Inc., an oil and natural gas exploration and production company of which David E. Snyder, Mark A. Snyder and Thomas C. Snyder are executive officers. Snyder Brothers, Inc. is a wholly owned subsidiary of Snyder Associated Companies, Inc. The amount paid by Snyder Brothers, Inc. for those well services were approximately $3.9 million in 2003, $4.2 million in 2004 and $5.6 million in 2005. We believe the terms of these transactions reflect, and will continue to reflect, terms that would be no less favorable to us than those that would be available between unaffiliated third parties.

Superior Well Services, Ltd. purchases cement from Armstrong Cement & Supply Corp. and Mark Ann Industries, Inc. David E. Snyder, Mark A. Snyder, Dennis C. Snyder, Richard G. Snyder and Thomas C. Snyder are stockholders and/or executive officers of Mark Ann Industries, Inc. The amount of cement purchased by Superior Well Services, Ltd. from Armstrong Cement & Supply Corp. and Mark Ann Industries, Inc. was approximately $1.3 million in 2003, $1.6 million in 2004 and $2.1 million in 2005. We believe that the terms of these transactions reflect, and will continue to reflect, terms that would be no less favorable to us than those that would be available between unaffiliated third parties.

Superior Well Services, Ltd. paid fees of $0.3 million in 2004 to Buffalo Valley, Ltd. for partnership management services. David E. Snyder, Mark A. Snyder, Dennis C. Snyder, Richard G. Snyder and Thomas C. Snyder are limited partners of Buffalo Valley, Ltd. and David E. Snyder and Mark A. Snyder are executive officers of Buffalo Valley Real Estate Co., which was the general partner of Buffalo Valley, Ltd. and Superior Well Services, Ltd. Since our initial public offering in August 2005, we no longer purchase these services.

Superior Well Services, Ltd. paid fees of $0.2 million in 2003 and $0.1 million in 2005 to Snyder Associated Companies, Inc. for partnership management services. Since our initial public offering in August 2005, we no longer purchase these services.

Superior Well Services, Ltd. paid fees of $0.7 million in 2003, $1.0 million in 2004 and $0.4 million in 2005 to DJR Partners, Inc. for partnership management services. David E. Wallace, Jacob B. Linaberger and Rhys R. Reese are each stockholders, directors and executive officers of DJR Partners, Inc. Since our initial public offering in August 2005, we no longer purchase these services.

Prior to our initial public offering, Bradford Resources, Ltd. had a $21.5 million credit facility with a commercial bank. Bradford Resources, Ltd.’s obligations under the credit facility were guaranteed by each of Superior Well Services, Ltd., Allegheny Mineral Corporation, Armstrong Cement & Supply Corp. and Glacial Sand & Gravel Company. These guarantees were terminated following the closing of our initial public offering.

Prior to our initial public offering, Superior Well Services, Ltd. had a $9.5 million line of credit with a commercial bank. Superior Well Services, Ltd.’s obligations under the line of credit were guaranteed by Allegheny Mineral Corporation. This guarantee was terminated following the closing of our initial public offering.

Prior to our initial public offering, Bradford Resources, Ltd. and Superior Well Services, Ltd. were parties to an equipment lease pursuant to which Superior Well Services, Ltd. leased certain equipment that Bradford Resources, Ltd. originally purchased for approximately $51.1 million. Under this lease, Superior Well Services, Ltd. made monthly rental payments to Bradford Resources, Ltd. of approximately $0.4 million, subject to quarterly adjustments. As described above under “— Transactions Related to Our Initial Public Offering,” each of Superior Well Services, Ltd. and Bradford Resources, Ltd. became our wholly owned subsidiaries at the time of our initial public offering.

Conflicts of Interest

Generally, directors and officers have a fiduciary duty to manage their company in a manner beneficial to the company and its stockholders. As discussed above under “— Transactions With Officers, Directors and Significant Stockholders,” two of our directors, David E. Snyder and Mark A. Snyder, are significant stockholders of various companies for which we have performed services or from which we have purchased materials and supplies. While we believe that the terms of these transactions reflect, and will continue to reflect, terms that would be no less favorable to us than those that would be available between unaffiliated third parties, these relationships involve potential conflicts of interest. The approval of a majority of the independent directors on our Board is required to approve any transaction or business relationship that the Board determines involves a conflict of interest.

Registration Rights Agreements

In connection with the contribution agreement related to our initial public offering, we entered into a registration rights agreement with holders of our common stock prior to our initial public offering under which such holders have certain demand and piggyback registration rights for the 14,103,474 shares of our common stock that they received in the transactions contemplated by the contribution agreement. These holders included David E. Wallace, Jacob B. Linaberger, Rhys R. Reese, David E. Snyder, Mark A. Snyder, C.H. Snyder, Jr., Dennis C. Snyder, Richard G. Snyder and Thomas C. Snyder and certain of their respective affiliates. Under this registration rights agreement, these holders have the right to cause us to register the sale of these shares under the Securities Act. Whenever sales of these shares are registered under the Securities Act, these shares will become freely tradable immediately upon the effectiveness of the registration, except for shares purchased by affiliates. The registration rights agreement also provides that we will pay the costs and expenses, other than underwriting discounts and commissions, related to the registration and sale of shares by these stockholders that are registered pursuant to this agreement. The agreement contains customary registration procedures and indemnification and contribution provisions for the benefit of these stockholders and us.

Indemnification Agreements

We have entered into indemnification agreements with all of our directors and Messrs. Kistner, Linaberger, Reese and Stoelk under which we will indemnify such persons against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement incurred as a result of the fact that such person, in his capacity as a director or officer, is made or threatened to be made a party to any suit or proceeding. These persons will be indemnified to the fullest extent now or hereafter permitted by the Delaware General Corporation Law. The indemnification agreements also provide for the advancement of expenses to these directors and officers in connection with any suit or proceeding.