EXHIBIT 10.14
 SMITH INTERNATIONAL, INC.
 POST-2004 SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
 (As Amended and Restated Effective as of January 1, 2008)
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TABLE OF CONTENTS
 PageARTICLE ONE ESTABLISHMENT, PURPOSE AND STATUS OF THE PLAN
    
    
    771.1
    
    Background
    
    
    771.2
    
    Purpose of Plan
    
    
    771.3
    
    Status of Plan
    
    
    77ARTICLE TWO DEFINITIONS
    
    
    772.1
    
    Account
    
    
    772.2
    
    Active Participant
    
    
    772.3
    
    Administrative Committee
    
    
    772.4
    
    Advance Distribution Election
    
    
    772.5
    
    Affiliated Entity
    
    
    782.6
    
    Beneficiary
    
    
    782.7
    
    Board
    
    
    782.8
    
    Bonus
    
    
    782.9
    
    Change of Control
    
    
    782.10
    
    Code
    
    
    782.11
    
    Company
    
    
    782.12
    
    Compensation
    
    
    782.13
    
    Compensation Committee
    
    
    782.14
    
    Deferral Agreement
    
    
    782.15
    
    Deferred Compensation Ledger
    
    
    782.16
    
    Determination Date
    
    
    792.17
    
    Elective Deferral Contribution
    
    
    792.18
    
    Employee
    
    
    792.19
    
    Employment
    
    
    792.20
    
    Employer
    
    
    792.21
    
    ERISA
    
    
    792.22
    
    Executive Staff Participant
    
    
    792.23
    
    Financial Emergency
    
    
    792.24
    
    Funds
    
    
    802.25
    
    401(k) Plan
    
    
    802.26
    
    Insolvent
    
    
    802.27
    
    Interest Equivalents
    
    
    802.28
    
    Investment Experience
    
    
    802.29
    
    Participant
    
    
    802.30
    
    Plan
    
    
    802.31
    
    Plan Year
    
    
    802.32
    
    Separation from Service
    
    
    802.33
    
    Specified Employee
    
    
    802.34
    
    Subsidiary
    
    
    812.35
    
    Total and Permanent Disability
    
    
    812.36
    
    Trust
    
    
    812.37
    
    Trust Agreement
    
    
    812.38
    
    Trustee
    
    
    812.39
    
    Valuation Date
    
    
    81ARTICLE THREE ADMINISTRATION
    
    
    813.1
    
    Composition of Administrative Committee
    
    
    813.2
    
    Administration of Plan
    
    
    81
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Page3.3
    
    Action by Committee
    
    
    823.4
    
    Delegation
    
    
    823.5
    
    Reliance Upon Information
    
    
    823.6
    
    Responsibility and Indemnity
    
    
    82ARTICLE FOUR PARTICIPATION
    
    
    834.1
    
    Eligibility of Employees
    
    
    834.2
    
    Notification of Eligible Employees
    
    
    834.3
    
    Compensation and Bonus Deferral Agreement
    
    
    834.4
    
    Leave of Absence
    
    
    844.5
    
    Employer Contributions
    
    
    844.6
    
    Vesting
    
    
    884.7
    
    Election of Manner of Payment
    
    
    88ARTICLE FIVE DEFERRAL OF COMPENSATION AND ALLOCATION OF INTEREST EQUIVALENTS
    
    
    885.1
    
    Deferral of Compensation and/or Bonus
    
    
    885.2
    
    Allocation of Investment Experience to Accounts
    
    
    885.3
    
    Investment of Accounts
    
    
    885.4
    
    Interest Equivalents
    
    
    895.5
    
    Participants Rights Under the Trust
    
    
    895.6
    
    Determination of Account
    
    
    89ARTICLE SIX DISTRIBUTIONS
    
    
    906.1
    
    Amount of Deferred Compensation Subject to Distribution
    
    
    906.2
    
    Forms of Distribution Following Determination Date Except for Death
    
    
    906.3
    
    Form of Death Distribution
    
    
    906.4
    
    Timing of Distributions
    
    
    906.5
    
    Advance Distribution Election Required
    
    
    916.6
    
    Withdrawal due to Financial Emergency
    
    
    916.7
    
    Trust and Payor of Deferred Compensation
    
    
    926.8
    
    Reimbursement of Participant
    
    
    926.9
    
    Facility of Payments
    
    
    936.10
    
    Beneficiary Designations
    
    
    936.11
    
    Withholding of Taxes
    
    
    936.12
    
    Distribution due to Qualified Domestic Relations Order
    
    
    93ARTICLE SEVEN RIGHTS OF PARTICIPANTS
    
    
    947.1
    
    Annual Statement to Participants
    
    
    947.2
    
    Limitation of Rights
    
    
    947.3
    
    Nonalienation of Benefits
    
    
    947.4
    
    Claims Procedures
    
    
    95ARTICLE EIGHT MISCELLANEOUS
    
    
    978.1
    
    Amendment or Termination of the Plan
    
    
    978.2
    
    Powers of the Company
    
    
    988.3
    
    Adoption of Plan by Affiliated Entity
    
    
    988.4
    
    Waiver
    
    
    988.5
    
    Notice
    
    
    988.6
    
    Severability
    
    
    988.7
    
    Gender, Tense and Headings
    
    
    988.8
    
    Governing Law
    
    
    98
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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 . Company Plan Code
 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 .
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2.5 Affiliated Entity .
 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 .
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Article
Four Article Four Article Five Article Six
 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 4.5
 2.23 Financial Emergency .
 Section 6.6
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2.24 Funds . Article Five
 2.25 401(k)Plan .
 2.26 Insolvent .
 2.27 Interest Equivalents . Section 5.4
 2.28 Investment Experience . Article
Five
 2.29 Participant .
 2.30 Plan .
 2.31 Plan Year .
 2.32 Separation from Service .
 2.33 Specified 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 $130,000, as adjusted under Code Section
416(i)(1);(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 $150,000.
 Section 2.33
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Section 2.33
 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
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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 .
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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
    %
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AWC AWCP
 Make-up Matching Contributions subsection
4.5(2) ADP ACP
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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)
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or
  Section 4.5(1) subsection 4.5(2)
 or
     subsection 4.5(3)(b) subsection 4.5(3)(b) subsection 4.5(3)(a)
 Discretionary Profit Sharing Contributions
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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. Should a
Participant elect annual installments under this Section 4.7, each
installment payment shall be treated as a separate payment under Code Section
409A.
 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
  88




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Section 5.4
 5.4 Interest Equivalents . Section 5.4
     5.5 Participants Rights Under the Trust .
 5.6 Determination of Account . Article
Four
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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
   6.3 Form of Death Distribution . Section 6.10 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, but in no event
later than thirty (30) days following such date.
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(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, but in no event
later than thirty (30) days following such date. Thereafter, the remaining
installment payments shall be made as of the annual anniversary of the first
installment date. Each installment payment shall be treated as a separate
payment under Code Section 409A.Notwithstanding the above, any distribution payable to a Specified Employee
due to the Specified 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:
 (1)
    
    will not be effective until at least 12 months
after the date on which the election is made;(2)
    
    must be made at least 12 months before the
distribution is otherwise payable; and(3)
    
    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
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e.g.
  6.7 Trust and Payor of Deferred Compensation .
  Article Five
   6.8 Reimbursement of Participant . Section 5.4
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Section 6.8
 6.9 Facility of Payments .
 6.10 Beneficiary Designations .
  6.11 Withholding of Taxes .
  Section 4.5
 6.12 Distribution due to Qualified Domestic Relations Order . QDRO Section 3.4
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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.(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 .
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Section 6.6,
   7.4 Claims Procedures .
 (a)
    
    Filing a Claim. A Participant or his authorized
representative may file a claim for benefits under the Plan (hereafter, referred
to as a Claimant). Any claim must be in writing and submitted to the
Administrative Committee at such address as may be specified from time to time.
Claimants will be notified in writing of approved claims, which will be
processed as claimed. A claim is considered approved only if its approval is
communicated in writing to the Claimant.(b)
    
    Denial of Claim. In the case of the denial of a claim
respecting benefits paid or payable with respect to a Claimant, a written notice
will be furnished to the Claimant within 90 days of the date on which the claim
is received by the Administrative Committee. If special circumstances (such as
for a hearing) require a longer period, the Claimant will be notified in
writing, prior to the expiration of the 90-day period, of the reasons for an
extension of time; provided, however, that no extension will be permitted beyond
90 days after expiration of the initial 90-day period.(c)
    
    Reasons for Denial. A denial or partial denial of a
claim will be dated and signed by the Administrative Committee and will clearly
set forth:
 (1)
    
    the specific reason or reasons for the denial;(2)
    
    specific reference to pertinent Plan provisions on
which the denial is based;(3)
    
    a description of any additional material or
information necessary for the Claimant to perfect the claim and an
explanation of why such material or information is necessary; and(4)
    
    an explanation of the procedure for review of the
denied or partially denied claim set forth below, including the
Claimants right to bring a civil action under ERISA Section 502(a)
following an adverse benefit determination on review.
 (d)
    
    Review of Denial. Upon denial of a claim, in whole or in
part, a Claimant or his duly authorized representative will have the right to
submit a written request to the Administrative Committee for a full and fair
review of the denied claim by filing a written notice of appeal with the
Administrative Committee within 60 days of the receipt by the Claimant of
written notice of
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denial of the claim. A Claimant or the Claimants authorized
representative will have, upon request and free of charge, reasonable access to,
and copies of, all documents, records, and other information relevant to the
Claimants claim for benefits and may submit issues and comments in writing.
The review will take into account all comments, documents, records, and other
information submitted by the Claimant relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination.
  (e)
    
    Decision Upon Review. The Administrative Committee will
provide a prompt written decision on review. If the claim is denied on review,
the decision shall set forth:
 (1)
    
    the specific reason or reasons for the adverse determination;(2)
    
    specific reference to pertinent Plan provisions on
which the adverse determination is based;(3)
    
    a statement that the Claimant is entitled to
receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to the
Claimants claim for benefits; and(4)
    
    a statement describing any voluntary appeal
procedures offered by the Plan and the Claimants right to obtain the
information about such procedures, as well as a statement of the
Claimants right to bring an action under ERISA Section 502(a).
   (f)
    
    Other Procedures. Notwithstanding the foregoing, the
Administrative Committee, in its discretion, may adopt different procedures for
different claims without being bound by past actions. Any procedures adopted,
however, shall be designed to afford a Claimant a full and fair review of his
claim and shall comply with applicable regulations under ERISA.(g)
    
    Finality of Determinations; Exhaustion of Remedies. To
the extent permitted by law, decisions reached under the claims procedures set
forth in this Section shall be final and binding on all parties. No legal
action for benefits under the Plan shall be brought unless and until the
Claimant has exhausted his remedies under this Section. In any such legal
action, the Claimant may only present evidence and theories which the Claimant
presented during the claims procedure. Any claims which the Claimant does not
in good faith pursue through the review stage of the procedure shall be treated
as having been irrevocably waived. Judicial review of a Claimants denied claim
shall be limited to a determination of whether the denial was an abuse of
discretion based on the evidence and theories the Claimant presented during the
claims procedure. Any suit or legal action initiated by a Claimant under the
Plan must be brought by the Claimant no later than one year following a final
decision on the claim for benefits by the Administrative
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Committee. The
one-year limitation on suits for benefits will apply in any forum where a
Claimant initiates such suit or legal action.
 (h)
    
    Effect of Committee Action. The Plan shall be
interpreted by the Administrative Committee in accordance with the terms of the
Plan and their intended meanings. However, the Administrative Committee shall
have the discretion to make any findings of fact needed in the administration of
the Plan, and shall have the discretion to interpret or construe ambiguous,
unclear or implied (but omitted) terms in any fashion that the Administrative
Committee deems to be appropriate in its sole judgment. The validity of any
such finding of fact, interpretation, construction or decision shall not be
given de novoreview if challenged in court, by arbitration or in any other
forum, and shall be upheld unless clearly arbitrary or capricious. To the
extent the Administrative Committee has been granted discretionary authority
under the Plan, the Administrative Committees prior exercise of such authority
shall not obligate it to exercise its authority in a like fashion thereafter.
If, due to errors in drafting, any Plan provision does not accurately reflect
its intended meaning, as demonstrated by consistent interpretations or other
evidence of intent, or as determined by the Administrative Committee in it sole
and exclusive judgment, the provision shall be considered ambiguous and shall be
interpreted by the Administrative Committee in a fashion consistent with its
intent, as determined by the Administrative Committee in its sole discretion.
The Administrative Committee, without the need for approval by the Board, may
amend the Plan retroactively to cure any such ambiguity. This
Section 7.4 may not be invoked by any person to require the Plan to be
interpreted in a manner which is inconsistent with its interpretation by the
Administrative Committee. All actions taken and all determinations made in good
faith by the Administrative Committee shall be final and binding upon all
persons claiming any interest in or under the Plan.
 ARTICLE EIGHT
 MISCELLANEOUS
 8.1 Amendment or Termination of the Plan . Section 8.2
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Section 8.1
 Article Six
 8.2 Powers of the Company .
 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 .
 Signature page follows
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ATTEST:
    
    
    
    SMITH INTERNATIONAL, INC.By:
    
    /s/ Pamela L. Kunkemoeller
    
    
    
    By:
    
    /s/ Malcolm W. AndersonName:
    
    Pamela L. Kunkemoeller
    
    
    
    Name:
    
    Malcolm W. AndersonTitle:
    
    Assistant Secretary
    
    
    
    Title:
    
    Sr. VP, Human Resources
 99