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EXHIBIT 10.13
 SMITH INTERNATIONAL, INC.
 AMENDED AND RESTATED
POST-2004 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
 (Effective as of January 1, 2006)
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TABLE OF CONTENTS
 PageARTICLE ONE
    
    ESTABLISHMENT, PURPOSE AND STATUS OF THE PLAN
    
    
    841.1
    
    Establishment of Plan
    
    
    841.2
    
    Purpose of Plan
    
    
    841.3
    
    Status of Plan
    
    
    84ARTICLE TWO
    
    DEFINITIONS
    
    
    842.1
    
    Account
    
    
    842.4
    
    Active Participant
    
    
    842.2
    
    Administrative Committee
    
    
    842.3
    
    Advance Distribution Election
    
    
    842.5
    
    Affiliated Entity
    
    
    842.6
    
    Beneficiary
    
    
    852.7
    
    Board
    
    
    852.8
    
    Bonus
    
    
    852.9
    
    Change of Control
    
    
    852.10
    
    Code
    
    
    852.11
    
    Company
    
    
    852.12
    
    Compensation
    
    
    852.13
    
    Compensation Committee
    
    
    852.14
    
    Deferral Agreement
    
    
    852.15
    
    Deferred Compensation Ledger
    
    
    852.16
    
    Determination Date
    
    
    862.17
    
    Elective Deferral Contribution
    
    
    862.18
    
    Employee
    
    
    862.19
    
    Employment
    
    
    862.20
    
    Employer
    
    
    862.21
    
    ERISA
    
    
    862.22
    
    Executive Staff Participant
    
    
    862.23
    
    Financial Emergency
    
    
    862.24
    
    Funds
    
    
    862.25
    
    401(k) Plan
    
    
    872.26
    
    Insolvent
    
    
    872.27
    
    Interest Equivalents
    
    
    872.28
    
    Investment Experience
    
    
    872.29
    
    Key Employee
    
    
    872.30
    
    Participant
    
    
    872.31
    
    Plan
    
    
    872.32
    
    Plan Year
    
    
    872.33
    
    Separation from Service
    
    
    872.34
    
    Subsidiary
    
    
    872.35
    
    Total and Permanent Disability
    
    
    882.36
    
    Trust
    
    
    882.37
    
    Trust Agreement
    
    
    882.38
    
    Trustee
    
    
    882.39
    
    Valuation Date
    
    
    88ARTICLE THREE
    
    ADMINISTRATION
    
    
    883.1
    
    Composition of Administrative Committee
    
    
    883.2
    
    Administration of Plan
    
    
    883.3
    
    Action by Committee
    
    
    88
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Page3.4
    
    Delegation
    
    
    893.5
    
    Reliance Upon Information
    
    
    893.6
    
    Responsibility and Indemnity
    
    
    89ARTICLE FOUR
    
    PARTICIPATION
    
    
    904.1
    
    Eligibility of Employees
    
    
    904.2
    
    Notification of Eligible Employees
    
    
    904.3
    
    Compensation and Bonus Deferral Agreement
    
    
    904.4
    
    Leave of Absence
    
    
    914.5
    
    Employer Contributions
    
    
    914.6
    
    Vesting
    
    
    944.7
    
    Election of Time and Manner of Payment
    
    
    94ARTICLE FIVE
    
    DEFERRAL OF COMPENSATION AND ALLOCATION OF INTEREST EQUIVALENTS
    
    
    955.1
    
    Deferral of Compensation and/or Bonus
    
    
    955.2
    
    Allocation of Investment Experience to Accounts
    
    
    955.3
    
    Investment of Accounts
    
    
    955.4
    
    Interest Equivalents
    
    
    955.5
    
    Participants Rights Under the Trust
    
    
    965.6
    
    Determination of Account
    
    
    96ARTICLE SIX
    
    DISTRIBUTIONS
    
    
    966.1
    
    Amount of Deferred Compensation Subject to Distribution
    
    
    966.2
    
    Forms of Distribution Following Determination Date Except for Death
    
    
    966.3
    
    Form of Death Distribution
    
    
    976.4
    
    Timing of Distributions
    
    
    976.5
    
    Advance Distribution Election Required
    
    
    986.6
    
    Withdrawal due to Financial Emergency
    
    
    986.7
    
    Trust and Payor of Deferred Compensation
    
    
    986.9
    
    Reimbursement of Participant
    
    
    996.10
    
    Facility of Payments
    
    
    996.11
    
    Beneficiary Designations
    
    
    996.12
    
    Withholding of Taxes
    
    
    100ARTICLE SEVEN
    
    RIGHTS OF PARTICIPANTS
    
    
    1007.1
    
    Annual Statement to Participants
    
    
    1007.2
    
    Limitation of Rights
    
    
    1007.3
    
    Nonalienation of Benefits
    
    
    1017.4
    
    Claims Procedures
    
    
    101ARTICLE EIGHT
    
    MISCELLANEOUS
    
    
    1028.1
    
    Amendment or Termination of the Plan
    
    
    1028.2
    
    Powers of the Company
    
    
    1038.3
    
    Adoption of Plan by Affiliated Entity
    
    
    1038.4
    
    Waiver
    
    
    1038.5
    
    Notice
    
    
    1038.6
    
    Severability
    
    
    1038.7
    
    Gender, Tense and Headings
    
    
    1038.8
    
    Governing Law
    
    
    1038.9
    
    Effective Date
    
    
    103
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SMITH INTERNATIONAL, INC.
POST-2004 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective as of December 31, 2004)
 ARTICLE ONE
 ESTABLISHMENT, PURPOSE AND STATUS OF THE PLAN
 1.1 Establishment of Plan . Company Plan
 1.2 Purpose of Plan .
 1.3 Status of Plan . ERISA Code
 ARTICLE TWO
 DEFINITIONS
  2.1 Account . Article Five
 2.2 Active Participant .
 2.3 Administrative Committee . Article Three
 2.4 Advance Distribution Election .
 2.5 Affiliated Entity .
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2.6 Beneficiary .
 2.7 Board .
 2.8 Bonus .
 2.9 Change of Control
 (a)
    
    any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act) being or becoming the beneficial owner as defined in Rule 13d-3 of the Exchange
Act) directly or indirectly, of securities of the Company representing twenty percent
(20%) or more of the combined voting power of the then outstanding securities of such
Employer;(b)
    
    the first purchase of the Companys common stock pursuant to a tender or
exchange offer (other than a tender or exchange offer made by the Company);(c)
    
    the approval by the Companys stockholders of a merger or consolidation, a sale
or disposition of all or substantially all of the Companys assets or a plan of
liquidation or dissolution of the Company; or(d)
    
    during any period of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the Company ceasing for any reason to
constitute at least a majority thereof, unless the election or nomination for the
election by the Companys stockholders of each new director was approved by a vote of
at least two-thirds of the directors then still in office who were directors at the
beginning of the period.
 Section 2.9
 2.10 Code .
 2.11 Company .
 2.12 Compensation .
 2.13 Compensation Committee .
 2.14 Deferral Agreement .
 2.15 Deferred Compensation Ledger . Article Four Article Four Article Five Article Six
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2.16 Determination Date .
 2.17 Elective Deferral Contribution .
 2.18 Employee .
 2.19 Employment .
 2.20 Employer .
 2.21 ERISA .
 2.22 Executive Staff Participant . Section 4.6
 2.23 Financial Emergency .
 Section 6.6
 2.24 Funds . Article Five
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2.25 401(k)Plan .
 2.26 Insolvent .
 2.27 Interest Equivalents . Section 5.4
 2.28 Investment Experience . Article Five
 2.29 Key Employee .
 (a)
    
    an officer of the Company or Affiliated Entity having
compensation (as defined in Code Section 415(c)(3)) for the applicable
Plan Year greater than One Hundred Thirty Thousand Dollars ($130,000),
as adjusted under Section 416(i)(1) of the Code;(b)
    
    any person owning (or considered as owning within the
meaning of Code Section 318) more than five percent (5%) of the
outstanding stock of the Company or Affiliated Entity or stock
possessing more than five percent (5%) of the total combined voting
power of such stock, or if the Company or Affiliated Employer is not a
corporation, any person owning more than five percent (5%) of the
capital or profits interest of the Company or Affiliated Entity; or(c)
    
    a person who would be described in clause (b) above if
one percent (1%) were substituted for five percent (5%) each place
it appears in such clause (b), and whose aggregate annual compensation
(as defined in Code Section 415(c)(3)) from the
Company and any Affiliated Entity is more than One Hundred Fifty
Thousand Dollars ($150,000).
 Section 2.29
 Section 2.29
 2.30 Participant .
 2.31 Plan .
 2.32 Plan Year .
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2.33 Separation from Service .
 2.34 Subsidiary .
 2.35 Total and Permanent Disability .
 2.36 Trust .
 2.37 Trust Agreement .
 2.38 Trustee .
 2.39 Valuation Date .
 ARTICLE THREE
 ADMINISTRATION
 3.1 Composition of Administrative Committee
   3.2 Administration of Plan .
 Section 5.3
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3.3 Action by Committee .
 3.4 Delegation . Section 3.2
 3.5 Reliance Upon Information .
  3.6 Responsibility and Indemnity . Employer" Plan
Administration Employee
  (a)
    
    the sole negligence or fault of any Plan Administration Employee
or combination of Plan Administration Employees;(b)
    
    the sole negligence or fault of the Employer;(c)
    
    the sole negligence or fault of third parties;(d)
    
    the concurrent negligence of fault or any combination of the Plan
Administration Employee and/or the Employer and/or any third party; and(e)
    
    Any other conceivable or possible combination of fault or
negligence, it being the specific intent of the Employer to provide the maximum
possible indemnification protection hereunder, but excluding any such Losses
that are found by a court of competent jurisdiction to have resulted
 89




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from the
gross negligence, bad faith or intentional misconduct of the Plan Administration
Employee.
   ARTICLE FOUR
 PARTICIPATION
 4.1 Eligibility of Employees .
  4.2 Notification of Eligible Employees .
 4.3 Compensation and Bonus Deferral Agreement .
  90




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Section
4.3
  4.4 Leave of Absence . i.e.
 4.5 Employer Contributions .
 Age-Weighted Contributions AWCP
 Age as of Anniversary ofParticipants Date of Birth
    
    AWCPUnder Age 40
    
    
    2.00
    %40-44
    
    
    2.50
    %45-49
    
    
    3.00
    %50-54
    
    
    4.00
    %55-59
    
    
    5.00
    %60 or older
    
    
    6.00
    %
  91




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AWC AWCP
 Make-up Matching Contributions subsection
4.5(2) ADP ACP
 92




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Matching Contributions.
 Non-Executive Staff Participants subsection 4.5 (3)(a) MC
 or
 Section 4.5(1) subsection 4.5(2)
 or
 or
   Executive Staff Participants. MC subsection 4.6(3)(b)
 or
  Section 4.5(1)
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subsection
4.5(2)
 or
     subsection 4.5(3)(b) subsection 4.5(3)(b) subsection 4.5(3)(a)
 Discretionary Profit Sharing Contributions
 4.6 Vesting .
 4.7 Election of Manner of Payment . Section 4.3
 (a)
    
    Lump sum payment; or(b)
    
    If the distributable portion of the Account balance is at least
$25,000 on the Determination Date, annual installments to be paid during a
period specified by the Participant of not less than two (2) nor more than
twenty (20) years. If the distributable amount is less than $25,000, it shall
automatically be paid in a lump sum distribution without regard to any
installment option that may have been elected by the Participant.
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ARTICLE FIVE
 DEFERRAL OF COMPENSATION AND ALLOCATION
OF INTEREST EQUIVALENTS
 5.1 Deferral of Compensation and/or Bonus .
 5.2 Allocation of Investment Experience to Accounts .
 5.3 Investment of Accounts . Section 5.4
  Section 5.4
 5.4 Interest Equivalents . Section 5.4
 95




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5.5 Participants Rights Under the Trust .
 5.6 Determination of Account . Article Four Article Five Article
Six
 ARTICLE SIX
 DISTRIBUTIONS
 6.1 Amount of Deferred Compensation Subject to Distribution . Section 6.2
 6.2 Forms of Distribution Following Determination Date Except for Death. Section
4.7
 Section
4.7
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6.3 Form of Death Distribution . Section 6.10
 Section 6.3
 6.4 Timing of Distributions .
 (a)
    
    Lump Sum Distribution. Lump sum distributions shall be
made as soon as administratively feasible following the end of the calendar
quarter in which the Participants Determination Date occurs.Notwithstanding the above, any distribution payable to a Key Employee due to
the Key Employees Separation from Service (for any reason except due to his
death) shall not be made before the earlier of the date which is six (6)
months after the date of his Separation from Service.(b)
    
    Installment Payments. Annual installment payments shall
commence as soon as administratively feasible following the end of the calendar
quarter in which the Participants Determination Date occurs. Thereafter, the
remaining installment payments shall be made as of the annual anniversary of the
first installment date.Notwithstanding the above, any distribution payable to a Key Employee due to
the Key Employees Separation from Service (for any reason except due to his
death) shall not commence earlier than the date which is six (6) months after
the date of his Separation from Service.(c)
    
    Changes in Time and Form of Distribution. If a
Participant has not commenced receiving payments under this Section 6.4,
the Participant may petition the Administrative Committee in writing to request
that the form of distribution be changed from a lump sum distribution to an
installment payment option; provided, however, any such election to delay his
distribution or change the form of payment:
 97




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(1)
    
    will not be effective until at least 12 months
after the date on which the election is made; and(2)
    
    in the case of an election related to a payment
other than a payment made due to the Participants death, Total and
Permanent Disability, or Financial Emergency, the first payment with
respect to which such election is made is deferred for a period of not
less than five (5) years from the date such payment would otherwise have
been made.
 6.5 Advance Distribution Election Required . Section 7.2
 6.6 Withdrawal due to Financial Emergency .
   Section 6.6 e.g.
  6.7 Trust and Payor of Deferred Compensation .
  98




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Article Five
   6.8 Reimbursement of Participant . Section 5.4 Section 6.8
 6.9 Facility of Payments .
 6.10 Beneficiary Designations .
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6.11 Withholding of Taxes .
  Section 4.5
 ARTICLE SEVEN
 RIGHTS OF PARTICIPANTS
 7.1 Annual Statement to Participants .
 (a)
    
    The beginning balances in the Participants Account under the
Deferred Compensation Ledger as of the first day of the Plan Year;(b)
    
    The amount of Compensation and Bonuses deferred for the Plan Year
and credited to the Participants Account for the Plan Year;(c)
    
    The amount of Employer contributions for the Plan Year that were
credited to the Participants Account for the Plan Year;(d)
    
    The adjustments to the Participants Account to reflect the
crediting of Investment Experience and any distributions or withdrawals made
during the Plan Year; and(e)
    
    the ending balances in the Participants Account as of the last day of the Plan Year.
 7.2 Limitation of Rights .
 (a)
    
    Give any individual who is employed by an Employer any right to
be a Participant unless and until such person is selected by the Compensation
Committee.
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(b)
    
    Give any Participant any rights, other than as an unsecured
general creditor of the Employer, with respect to the Compensation, Bonuses,
Employer contributions and Investment Experience credited to his Account under
the Deferred Compensation Ledger until such amounts are actually distributed to
him;(c)
    
    Limit in any way the right of the Employer to terminate a
Participants Employment with the Employer;(d)
    
    Give a Participant or any other person any interest in any fund
or in any specific asset of the Employer;(e)
    
    Give a Participant or any other person any interests or rights
other than those of an unsecured general creditor of the Employer;(f)
    
    Be evidence of any agreement or understanding, express or
implied, that the Employer will employ a Participant in any particular position,
at any particular rate of remuneration, or for any particular time period; or(g)
    
    Create a fiduciary relationship between the Participant and the
Employer, Compensation Committee, and/or Administrative Committee.
 7.3 Nonalienation of Benefits .
 Section 6.6,
   7.4 Claims Procedures . Section 7.4
 101




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ARTICLE EIGHT
 MISCELLANEOUS
 8.1 Amendment or Termination of the Plan . Section 8.2
   Section 8.1
 Article Six
 8.2 Powers of the Company .
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Article Six
 Article
Six
 8.3 Adoption of Plan by Affiliated Entity .
 8.4 Waiver .
 8.5 Notice Section 8.1
 8.6 Severability .
 8.7 Gender, Tense and Headings .
 8.8 Governing Law .
 8.9 Effective Date .
  103




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ATTEST:
    
    
    
    SMITH INTERNATIONAL, INC.By:
    
    
    
    
    
    By:Name:
    
    Pamela L. Kunkemoeller
    
    
    
    Name:
    
    Richard E. Chandler, Jr.Title:
    
    Assistant Secretary
    
    
    
    Title:
    
    Senior Vice President andGeneral Counsel and SecretaryDate:
    
    
    
    
    
    Date:
 104