SMITH INTERNATIONAL, INC. POST-2004 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EXHIBIT 10.14

SMITH INTERNATIONAL, INC.

POST-2004 SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

(As Amended and Restated Effective as of January 1, 2008)

TABLE OF CONTENTS

SMITH INTERNATIONAL, INC.
POST-2004 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective as of January 1, 2008)

ARTICLE ONE

ESTABLISHMENT, PURPOSE AND STATUS OF THE PLAN

      1.1 Background . Smith International, Inc. (the “ Company ”) originally established the “Smith International, Inc. Post-2004 Supplemental Executive Retirement Plan” (the “ Plan ”), effective as of December 31, 2004. The Company hereby amends and restates the Plan under the form of this Plan document, as effective as of January 1, 2008, for the primary purpose of incorporating changes required under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”).

      1.2 Purpose of Plan . The Plan is maintained for the purpose of advancing the interests of the Company and its stockholders by enhancing the Company’s ability to attract and retain highly qualified executives. The Company anticipates that accomplishment of those objectives will be facilitated by providing Participants with a mechanism through which they may provide for their retirement (or other deferred compensation needs) by electing to defer all or a portion of their Compensation and/or Bonuses.

      1.3 Status of Plan . The Plan is intended as an unfunded plan to be maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), and as such it is intended that the Plan be exempt from the participation and vesting, funding, and fiduciary responsibility requirements of Title I of ERISA. The Plan is also intended to qualify for simplified reporting under U.S. Department of Labor Regulation Section 2530.104-23, which provides for an alternative method of compliance for plans described in such regulation. The Plan is not intended to satisfy the qualification requirements of Section 401 of the Internal Revenue Code of 1986, as amended (the “ Code ”). The Plan is intended to comply with the requirements of Code Section 409A for deferred compensation plans and is to be construed in accordance with Code Section 409A and the authority issued thereunder.

ARTICLE TWO

DEFINITIONS

     In addition to the terms defined in the text hereof, each term below shall have the meaning assigned thereto for all purposes of the Plan unless the context reasonably requires a broader, narrower or different meaning.

      2.1 Account . “Account” means, with respect to each Participant, the Account reflecting his interest under the Plan under the Deferred Compensation Ledger, as established and maintained pursuant to Article Five hereof. The Administrative Committee may establish subaccounts for Participants under their Accounts as it may deem appropriate from time to time.

      2.2 Active Participant . “Active Participant” means a Participant who is currently eligible to authorize a Deferral Agreement and to receive an allocation of Employer contributions to his Account.

      2.3 Administrative Committee . “Administrative Committee” means the committee described in Article Three of the Plan.

      2.4 Advance Distribution Election . “Advance Distribution Election” means a separate written agreement entered into by and between the Employer and a Participant which specifies the Participant’s election as to the method that the deferred amount is to be paid, such as lump sum or installment payments.

      2.5 Affiliated Entity . “Affiliated Entity” means an entity which is affiliated by common ownership or control with the Company as determined and designated by the Compensation Committee, CEO or the Administrative Committee in its discretion.

      2.6 Beneficiary . “Beneficiary” means the beneficiary or beneficiaries designated by the Participant to receive any amounts distributable under the Plan upon his death.

      2.7 Board . “Board” means the Board of Directors of the Company.

      2.8 Bonus . “Bonus” means any amount payable to the Participant during a Plan Year as an award granted under the Smith International, Inc. Annual Incentive Plan (or any successor thereto) or under any other bonus program maintained by the Company or an Adopting Employer.

      2.9 Change of Control . “Change of Control” means the occurrence of any of the following:

     Notwithstanding the above provisions of this Section 2.9 , Change of Control shall have the meaning set forth in Code Section 409A(a)(2)(A)(v) and any regulations issued thereunder, which are incorporated herein by this reference, but only to the extent inconsistent with the above provisions as determined by the Compensation Committee.

      2.10 Code . “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and other authority issued thereunder by the appropriate governmental authority. References herein to any Section of the Code shall include references to any successor Section or provision of the Code.

      2.11 Company . “Company” means Smith International, Inc. or any successor in interest thereto.

      2.12 Compensation . “Compensation” means the salary and other cash remuneration that is payable by the Employer to the Employee during a Plan Year for compensatory services rendered, excluding any Bonuses and reimbursements of business and other expenses.

      2.13 Compensation Committee . “Compensation Committee” means the Compensation and Benefits Committee of the Board.

      2.14 Deferral Agreement . “Deferral Agreement” means a separate written agreement entered into by and between the Employer and an Active Participant prior to the commencement of a Plan Year, which agreement describes the terms and conditions of such Active Participant’s deferred compensation arrangement hereunder for the Plan Year. The Deferral Agreement shall be executed and dated by the Active Participant and shall specify the amount of Compensation and/or Bonus related to services to be performed during the Plan Year, by percentage or dollar amount, to be deferred.

      2.15 Deferred Compensation Ledger . “Deferred Compensation Ledger” means the appropriate accounting records maintained by the Administrative Committee which set forth the name of each Participant and his Account

transactions reflecting (a) the amount of Compensation and Bonus deferred pursuant to Article Four , (b) the amount of Employer contributions made on behalf of the Participant pursuant to Article Four , (c) the amount of Investment Experience credited or charged to the Participant’s Account pursuant to Article Five , and (d) the amount of any distributions or withdrawals pursuant to Article Six . The Deferred Compensation Ledger shall be utilized solely as a device for the measurement and determination of the contingent amounts to be paid to Participants under the Plan. The Deferred Compensation Ledger shall not constitute or be treated as an escrow, trust fund, or any other type of funded account of whatever kind for Code or ERISA purposes and, moreover, contingent amounts credited thereto shall not be considered “plan assets” for ERISA purposes. In addition, no economic benefit or constructive receipt of income shall be provided to any Participant for purposes of the Code unless and until cash payments under the Plan are actually made to the Participant. The Deferred Compensation Ledger merely provides a record of the bookkeeping entries relating to the contingent benefits that the Employer intends to provide to Participants and thus reflects a mere unsecured promise to pay such amounts in the future.

      2.16 Determination Date . “Determination Date” means, with respect to a Participant, the date of his Separation from Service due to his death, Disability or other Separation from Service.

      2.17 Elective Deferral Contribution . “Elective Deferral Contribution” means any amount of a Participant’s Compensation and/or Bonus which he elects to defer hereunder and to have such deferred amount credited to his Account.

      2.18 Employee . “Employee” means a member of a select group of management or highly compensated employees of the Employer, as determined by the Compensation Committee for each Plan Year.

      2.19 Employment . “Employment” means employment as an Employee. In this regard, neither the transfer of a Participant from employment by the Company to employment by an Affiliated Entity nor the transfer of a Participant from employment by an Affiliated Entity to employment by the Company shall be deemed to be a Separation from Service by the Participant. Moreover, a Participant shall not be deemed to have incurred a Separation from Service because of his approved temporary absence from active employment on account of illness or authorized vacation, or during another approved and temporary leave of absence granted by the Employer.

      2.20 Employer . “Employer” means the Company and each Affiliated Entity which has adopted the Plan with the consent of the Compensation Committee or the Administrative Committee.

      2.21 ERISA . “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and other authority issued thereunder by the appropriate governmental authority. References herein to any section of ERISA shall include references to any successor section or provision of ERISA.

      2.22 Executive Staff Participant . “Executive Staff Participant” means a Participant who is designated by the Compensation Committee, in its discretion, as an Executive Staff Participant. An Executive Staff Participant will generally be a senior officer of the Employer who is a member of the Employer’s Executive Staff; provided, however, only Participants so designated by the Compensation Committee shall be deemed Executive Staff Participants for purposes of this Plan. Executive Staff Participants shall be designated by name in resolutions adopted by the Compensation Committee from time to time, and any Participant may be added or deleted from the list of Executive Staff Participants by the Compensation Committee in its absolute discretion at any time. Executive Staff Participants are eligible to receive additional Employer contributions in accordance with Section 4.5 .

      2.23 Financial Emergency . “Financial Emergency” means an unforeseeable emergency and severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or of a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

     Withdrawals of amounts from the Participant’s Account due to a Financial Emergency, pursuant to Section 6.6 , shall only be permitted to the extent reasonably necessary to satisfy the emergency need plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). The Administrative Committee, in its discretion, shall determine whether a Financial Emergency has occurred and the amount needed to satisfy the emergency need, and each such determination shall be made in accordance with the requirements of Code Section 409A. The Participant must provide the Administrative Committee with the information that it requests to make these determinations.

      2.24 Funds . “Funds” means the investment funds designated from time to time for the deemed investment of Accounts pursuant to Article Five .

      2.25 401(k) Plan . “401(k) Plan” means the Smith International, Inc. 401(k) Retirement Plan, as it may be amended from time to time, or any successor defined contribution plan maintained by the Company which is intended to qualify under Sections 401(a) and 401(k) of the Code.

      2.26 Insolvent . “Insolvent” means either (a) the Employer is unable to pay its debts as they become due, or (b) the Employer is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

      2.27 Interest Equivalents . “Interest Equivalents” means the hypothetical amounts credited as interest to the Participant’s Account, as a component of Investment Experience, pursuant to Section 5.4 .

      2.28 Investment Experience . “Investment Experience” means the hypothetical amounts credited (as income, gains or appreciation on any hypothetical investments in Funds or other investments permitted by the Trustee) or charged (as losses or depreciation on any such hypothetical investments) to the balances in the Participant’s Account pursuant to Article Five , including, without limitation, Interest Equivalents.

      2.29 Participant . “Participant” means an Employee who has been selected by the Compensation Committee to participate in the Plan. An Employee or former Employee (or a Beneficiary thereof in the event of death) who still has an Account balance shall be deemed a Participant hereunder regardless of whether he is an Active Participant.

      2.30 Plan . “Plan” means the Smith International, Inc. Post-2004 Supplemental Executive Retirement Plan as set forth herein, and as it may be amended from time to time. This Plan is a separate and distinct plan from the Smith International, Inc. Supplemental Executive Retirement Plan which was “frozen” by the Compensation Committee effective as of December 31, 2004.

      2.31 Plan Year . “Plan Year” means the calendar year commencing on January 1 and ending on December 31.

      2.32 Separation from Service . “Separation from Service” means the Participant’s separation from service with the Employer within the meaning of Code Section 409A.

      2.33 Specified Employee . “Specified Employee” means any Participant who is a “key employee” (as defined in Code Section 416(i) without regard to Code Section 416(i)(5)) of the Company (or an entity which is considered to be a single employer with the Company under Code Section 414(b) or 414(c)), as determined under Code Section 409A at any time during the twelve (12) month period ending on December 31, but only if the Company has any stock that is publicly traded on an established securities market (or otherwise as prescribed by Code Section 409A), and shall include the following:

     For purposes of determining ownership under this Section 2.33 , the aggregation rules of Code Sections 414(b), (c) and (m) shall not apply. For purposes of clause (a) above, no more than fifty (50) Employees (or, if lesser, the greater of three (3) or ten percent (10%) of the Employees) shall be treated as officers.

     Notwithstanding the foregoing, a Participant who is a Specified Employee, as determined under this Section 2.33 , will be deemed to be a Specified Employee solely for the period of April 1 to March 31 following such December 31, except as otherwise may be required by Code Section 409A.

      2.34 Subsidiary . “Subsidiary” means any subsidiary of the Company as defined under Code Section 424(f).

      2.35 Total and Permanent Disability . “Total and Permanent Disability” means the Participant is (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Employer. Any determination of Total and Permanent Disability shall be made in accordance with the requirements of Code Section 409A.

      2.36 Trust . “Trust” means a grantor trust, as described in Code Sections 671-677, of the type commonly referred to as a “rabbi trust” which has been created under the Trust Agreement and pursuant to which the Employer may place assets to “informally fund” contingent benefits payable under the Plan.

      2.37 Trust Agreement . “Trust Agreement” means the Smith International, Inc. Post-2004 Supplemental Executive Retirement Plan Trust Agreement, as it may be amended from time to time, which embodies the terms and conditions of the Trust.

      2.38 Trustee . “Trustee” means the duly appointed and acting trustee of the Trust, and any successor thereto.

      2.39 Valuation Date . “Valuation Date” means the last day of each calendar quarter and any other interim date, as determined by the Administrative Committee, for the valuation of Participants’ Accounts.

ARTICLE THREE

ADMINISTRATION

      3.1 Composition of Administrative Committee . The Administrative Committee shall be comprised of such officers of the Employer as chosen by the Compensation Committee to constitute the Administrative Committee. Each member of the Administrative Committee shall serve at the pleasure of the Compensation Committee and the Compensation Committee may remove or replace a member of the Administrative Committee pursuant to procedures established by the Compensation Committee.

     A member of the Administrative Committee may also be a Participant. A member of the Administrative Committee who is also a Participant shall not vote or otherwise act on any matter relating solely to himself.

     The members of the Administrative Committee shall not receive any special compensation for serving in their capacities as members of the Administrative Committee but shall be reimbursed by the Company for any reasonable expenses incurred in connection therewith. No bond or other security need be required of the Administrative Committee or any member thereof.

      3.2 Administration of Plan . The Administrative Committee shall operate, administer, interpret, construe and construct the Plan, including correcting any defect, supplying any omission or reconciling any inconsistency. The Administrative Committee shall have all powers necessary or appropriate to implement and administer the terms and provisions of the Plan, including the power to make findings of fact. The determination of the Administrative Committee as to the proper interpretation, construction, or application of any term or provision of the Plan shall be final, binding, and conclusive with respect to all interested persons.

     In addition, the Trustee may take investment directions from the Administrative Committee, in which case the Administrative Committee shall implement the provisions of Section 5.3 regarding investment of Account balances. The Administrative Committee shall have the authority to select any Fund or other prudent investment vehicles that are available for hypothetical investment by Participants of their Account balances in assets held by the Trust. Furthermore, the Administrative Committee shall direct the Trustee in matters relating to the distribution to Participants of amounts credited to their Accounts in accordance with the terms of the Plan.

      3.3 Action by Committee . A majority of the members of the Administrative Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting at which a quorum is present shall decide any question brought before the meeting and shall be the act of the Administrative Committee. In addition, the Administrative Committee may take any other action otherwise proper under the Plan by an affirmative vote, taken without a meeting, of a majority of its members.

      3.4 Delegation . The Administrative Committee may, in its discretion, delegate one or more of its duties to its designated agents or to employees of an Employer, but may not delegate its authority to make the determinations specified in the first paragraph of Section 3.2 .

      3.5 Reliance Upon Information . No member of the Administrative Committee shall be liable for any decision, action, omission, or mistake in judgment, provided that he acted in good faith in connection with the administration of the Plan. Without limiting the generality of the foregoing, any decision or action taken by the Administrative Committee in reasonable reliance upon any information supplied to it by the Board, the Compensation Committee, any employee of an Employer, the Employer’s legal counsel, or the Employer’s independent accountants shall be deemed to have been taken in good faith.

     The Administrative Committee may consult with legal counsel, who may be counsel for the Employer or other counsel, with respect to its obligations or duties hereunder, or with respect to any action, proceeding or question at law, and shall not be liable with respect to any action taken, or omitted, in good faith pursuant to the advice of such counsel.

      3.6 Responsibility and Indemnity . To the full extent permitted by law, Smith International, Inc. and each other adopting Employer (collectively, the “Employer” ) jointly and severally shall defend, indemnify and hold harmless each past, present and future member of the Administrative Committee and each other employee who acts in the capacity of an agent, delegate or representative of the Administrative Committee under the Plan (hereafter, all such indemnified persons shall be jointly and severally referred to as “Plan Administration Employee” ) against, and each Plan Administration Employee shall be entitled without further act on his part to indemnity from the Employer for, any and all losses, claims, damages, judgments, settlements, liabilities, expenses and costs (and all actions in respect thereof and any legal or other costs and expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), including the cost of investigating, preparing or defending any pending, threatened or anticipated action, claim, suit or other proceeding, whether or not in connection with litigation in which the Plan Administration Employee is a party (collectively, the “Losses”), as and when incurred, directly or indirectly, relating to, based upon, arising out of, or resulting from his being or having been a Plan Administration Employee; provided, however, that such indemnity shall not include any Losses incurred by such Plan Administration Employee (i) with respect to any matters as to which he is finally adjudged in any such action, suit or proceeding to have been guilty of gross negligence, bad faith or intentional misconduct in the performance of his duties as a Plan Administration Employee, or (ii) with respect to any matter to the extent that a settlement thereof is effected in an amount in excess of the amount approved by the Company (which approval shall not be unreasonably withheld). The foregoing right of indemnification shall be in addition to any liability that the Employer may otherwise have to the Plan Administration Employee.

     The Employer’s obligation hereunder to indemnify the Plan Administration Employee shall exist without regard to the cause or causes of the matters for which indemnity is owed and expressly includes (but is not limited to) the Losses, directly or indirectly, relating to, based upon, arising out of, or resulting from any one or more of the following:

     The Plan Administration Employee shall have the right to retain counsel of its own choice to represent it provided that such counsel is acceptable to the Employer, which acceptance shall not be unreasonably withheld. The Employer shall pay the fees and expenses of such counsel, and such counsel shall to the full extent consistent with its professional responsibilities cooperate with the Employer and any counsel designated by it. The Employer shall be liable for any settlement of any claim against the Plan Administration Employee made with the written consent of the Employer which consent shall not be unreasonably withheld.

     The foregoing right of indemnification shall inure to the benefit of the successors and assigns, and the heirs, executors, administrators and personal representatives of each Plan Administration Employee, and shall be in addition to all other rights to which the Plan Administration Employee may be entitled as a matter of law, contract, or otherwise.

ARTICLE FOUR

PARTICIPATION

      4.1 Eligibility of Employees . The Compensation Committee shall have the sole and exclusive authority and discretion to designate Employees who are eligible to participate in the Plan as Active Participants. Only Employees who are members of a select group of management or highly compensated Employees for purposes of ERISA shall be eligible for selection by the Compensation Committee.

     The Compensation Committee shall also have the authority and discretion to deem any Employee as no longer an Active Participant effective as of the first day of the next Plan Year; provided, however, such action shall not be effective before the date that the Participant receives written notice of same. Any Participant whose Employment is terminated, for whatever reason, shall not be an Active Participant effective as of his Separation from Service date. A person who is no longer an Active Participant shall still be considered a Participant for other purposes hereunder until he has received a total distribution of his Account balance.

      4.2 Notification of Eligible Employees . Within thirty (30) days prior to the beginning of each Plan Year, the Administrative Committee, as directed by the Compensation Committee, shall notify in writing each of the Employees who are eligible to elect to defer Compensation under the Plan. The Compensation Committee shall also have the right to designate Employees as Active Participants at any time during a Plan Year. Each Employee who has been designated as an Active Participant by the Compensation Committee in any Plan Year shall remain eligible to defer Compensation and/or Bonuses hereunder unless and until the Compensation Committee determines that he is no longer eligible to authorize such deferrals and notifies Employee of same. An Employee (or in the event of his death, his Beneficiary) shall be a Participant hereunder as long as he has any balance credited to his Account, regardless of whether he is eligible to authorize Compensation and/or Bonus deferrals hereunder as an Active Participant. Only Employees who are designated as Active Participants for a Plan Year may authorize deferrals or have Employer contributions made on their behalf.

      4.3 Compensation and Bonus Deferral Agreement . After an Employee has been notified by the Administrative Committee that he is eligible to participate in the Plan for the relevant Plan Year as an Active Participant, he must, in order to defer Compensation and/or Bonus with respect to services to be performed during such Plan Year, notify the Administrative Committee of his deferral election by completing and executing a Deferral Agreement prior to the end of the Plan Year which precedes the Plan Year to which such Deferral Agreement relates. The Employee may elect to defer up to one hundred percent (100%) of his Compensation and/or Bonus for a Plan Year or the portion thereof that he is an Active Participant. Any Deferral Agreement that is not completed and signed by the Employee, and received and accepted by the Administrative Committee (or its delegate), on or prior to the last day of the Plan Year immediately preceding the Plan Year for which the Employee is notified that he may make a deferral election, shall be treated as the Employee’s election not to defer Compensation or Bonus for that Plan Year.

     If, after the commencement of a Plan Year, an Employee is designated by the Compensation Committee as an Active Participant for the first time under this Plan or any other plan maintained by the Employer that is an “account balance” plan within the meaning of, and subject to, Code Section 409A, the newly eligible Active Participant, in order to defer Compensation hereunder, must complete and execute a Deferral Agreement and return it to the Administrative Committee (or its delegate) within thirty (30) days of the effective date on which the Employee first became an Active Participant. Such Deferral Agreement shall only apply to defer Compensation and/or Bonus for services to be performed for

the remainder of the Plan Year by the Active Participant, provided that such services are to be performed subsequent to receipt and approval of his Deferral Agreement by the Administrative Committee.

     The amount of Compensation elected to be deferred pursuant to a Deferral Agreement shall be withheld on a pro rata basis from the Active Participant’s regular payments of Compensation for each pay period during the Plan Year or portion thereof during which such Deferral Agreement is in effect, unless otherwise designated by the Active Participant in his Deferral Agreement. In the event that a Trust is maintained, Compensation deferrals shall promptly be delivered to the Trustee by the Employer.

     Regardless of any services performed during a year on behalf of the Company, no Participant will accrue any right to receive any Bonus until it is actually awarded to him. An Active Participant’s election to defer all or any portion of his Bonus that may be awarded with respect to any Plan Year must be made prior to the first day of the Plan Year in which services will be performed for which such Bonus amount is to be paid.

     The dollar amount or percentage of a Bonus elected to be deferred under this Section 4.3 shall be deferred in one lump sum and shall be deemed to have been deferred on the date the deferred portion of the Bonus would otherwise have been paid to the Active Participant in the absence of his deferral election. Any Bonus deferral election made hereunder shall be void and ineffective to the extent that no Bonus is awarded to the Active Participant with respect to services performed during the Plan Year.

     To the extent required under payroll tax law or regulation, the deferred amount of any Compensation or Bonus elected hereunder may be reduced by the Administrative Committee in order to provide taxable, non-deferred wages sufficient to cover required withholding taxes.

      4.4 Leave of Absence . If an Active Participant is authorized by his Employer for any reason to take a paid leave of absence from Employment, the Participant shall continue to be considered in Employment and his Elective Deferral Contributions shall continue to be withheld during such paid leave of absence. If an Active Participant is authorized by his Employer for any reason to take an unpaid leave of absence from Employment, the Participant shall continue to be considered in Employment and the Participant shall be excused from making Elective Deferral Contributions from his Compensation until the Participant returns to a paid Employment status. Upon his return from the unpaid leave, Elective Deferral Contributions shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the Participant’s Deferral Agreement, if any, as in effect for that Plan Year, i.e. , the same percentage or dollar amount that was being withheld prior to the unpaid leave of absence shall resume after return to active service, but no make-up contributions shall be made for the unpaid leave period. A leave of absence shall not affect any previously elected Bonus deferral.

      4.5 Employer Contributions .

     (1) Age-Weighted Contributions . Subject to the following provisions of this subsection that apply to Executive Staff Participants, effective as of the last day of each 3-month quarter during a Plan Year, an Age-Weighted Contribution shall be allocated and credited by the Administrative Committee to the Account of each Active Participant who has entered into a Deferral Agreement covering that quarter. The Age-Weighted Contribution shall be based on the Active Participant’s Age-Weighted Contribution Percentage (“ AWCP ”) as determined based on the schedule set forth below:

     An Active Participant’s AWCP shall change as of the first payroll period beginning in the month following the month in which the anniversary of the Active

Participant’s date of birth occurs. To compute an Active Participant’s Age-Weighted Contribution for a Plan Year, his AWCP shall be multiplied by the Active Participant’s (i) ”Total 401(k) Compensation” for the Plan Year (defined below) minus his (ii) “Net 401(k) Compensation” for the Plan Year (defined below).

     “Total 401(k) Compensation” means the total of all cash amounts payable by the Employer to or for the benefit of an Active Participant for services rendered or labor performed while an Active Participant during the Plan Year (including overtime pay, Bonuses, “perq pay,” plus incentive or other supplemental pay and amounts that he could have received in cash (i) in lieu of an Elective Deferral Contribution to this Plan or a 401(k) salary deferral contribution made under the 401(k) Plan and (ii) had he not entered into a salary reduction agreement pursuant to a cafeteria plan under Section 125 of the Code), minus (i) severance pay, (ii) any amount attributable to the grant, vesting or payout of any equity-based incentive award to the Active Participant, and (iii) the proceeds from the Active Participant’s exercise of any stock options. The Total 401(k) Compensation of any Active Participant taken into account for purposes of the Plan shall be prorated for (i) a Plan Year of less than twelve months (other than the first Plan Year) or (ii) in the case of an Active Participant who is either an Active Participant for less than the entire Plan Year or receives Compensation for less than the entire Plan Year. Total 401(k) Compensation shall not be reduced or otherwise affected by any limits that apply under the 401(k) Plan.

     “Net 401(k) Compensation” means the total of all cash amounts payable by the Employer to or for the benefit of an Active Participant for services rendered or labor performed while an Active Participant during a Plan Year (including overtime pay, Bonuses, “perq pay,” plus incentive or other supplemental pay and amounts which he could have received in cash (i) in lieu of a 401(k) salary deferral contribution made under the 401(k) Plan and (ii) had he not entered into a salary reduction agreement pursuant to a cafeteria plan under Section 125 of the Code), minus (i) severance pay, (ii) any amount attributable to the grant, vesting or payout of any equity-based incentive award to the Active Participant, (iii) the proceeds from the Active Participant’s exercise of any stock options, and (iv) the Active Participant’s Elective Deferral Contributions to this Plan or to another deferred compensation program other than 401(k) salary deferral contributions made under the 401(k) Plan. The “Net 401(k) Compensation” of any Active Participant taken into account for purposes of the Plan shall be limited to $210,000 for the Plan Year with such amount to be (i) adjusted automatically to reflect any cost-of-living increases authorized by Section 401(a)(17) of the Code and (ii) prorated for (a) a Plan Year of less than twelve months or (b) in the case of an Active Participant who is either an Active Participant for less than the entire Plan Year or receives Compensation for less than the entire Plan Year.

     Notwithstanding the preceding provisions of this subsection, the Employer’s Age-Weighted Contribution (“ AWC ”) with respect to each Executive Staff Participant shall be determined by the Administrative Committee or its delegate for each 3-month quarter during each Plan Year in accordance with the provisions of this paragraph. The Age-Weighted Contribution Percentage (“ AWCP ”) shall be six percent (6%) for each Executive Staff Participant. The AWC of each Executive Staff Participant shall be computed in accordance with the following formula: (6% x A) –B = AWC. For purposes of this formula, A equals the Executive Staff Participant’s Total 401(k) Compensation, and B equals the dollar amount of the age-weighted, profit sharing contribution, if any, for the applicable 3-month quarter that has been or will be contributed by the Employer on behalf of the Executive Staff Participant under the terms of the 401(k) Plan. Effective as of the last day of each 3-month quarter during a Plan Year, the AWC for each Executive Staff Participant shall be allocated and credited by the Administrative Committee to his account under the Deferred Compensation Ledger.

     (2) Make-up Ma