TRANSAMERICA RETIREMENT SOLUTIONS CORPORATION NONQUALIFIED DEFERRED COMPENSATION ADOPTION AGREEMENT FOR Smith & Wesson Holding Corporation This Adoption Agreement is to be used in conjunction with the Transamerica Retirement Solutions Corporation Nonqualified Deferred Compensation Plan Document

Introduction

Part I – General Information

Part II – Plan Data

Part III – Compensation

Part IV – Elections to Defer Compensation

Part V – Forms and Timing of Distributions—Upon Separation from Service

Part VI—Forms and Timing of Distributions as of a Specified Time

Part VII—Forms and Timing of Distributions Upon Other Events

Part VIII – Vesting

Part IX – Miscellaneous

Execution

Sponsoring Employer (Article 2.22 of the Plan).

(a)    Name of Employer:

Smith & Wesson Holding Corporation (as

Sponsoring Employer)

Smith & Wesson Corp. (as Participating Employer)

(b)    Address of Employer:

2100 Roosevelt Avenue

Springfield, MA 01102-2208

(c)    Federal Tax ID Number of Employer:

87-0543688

(d)    Contact Phone Number:

(413) 781-8300

(e)    Publicly Traded Company (check one):

(i)      No.

(ii)    Yes. (Note: For Key Employees, distributions may not be made before the date which is six

If a Publicly Traded Company, enter Key Employee identification date (complete, if applicable):

(i)      December 31.

(ii)     Other        .

If a Publicly Traded Company, enter Key Employee effective date (complete, if applicable):

(i)      April 1 following the identification date.

(ii)     Other December 31

Plan Administrator (if not Sponsoring Employer) (Article 9.1 of the Plan).

Name of Plan Administrator:

Address of Plan Administrator:

Contact Phone Number:

Name of Plan(s). (Articles 2.2, 2.38, and 2.41 of the Plan).

The name of this Plan is (provide name):

New Plan or Amendment, Restatement, and Continuation of a Prior Plan. This Plan is (check one):

If this is an amendment, restatement, and continuation of an existing plan, the Employer is responsible for ensuring that the amendment and restatement does not result in a “material modification” (within the meaning of Code section 409A and regulations thereunder) of any Grandfathered Amount and that any amendment does not cause a revocation of elections, acceleration of distributions or other event not permissible under Code section 409A and the regulations thereunder.

Effective Date (Article 2.17 of the Plan).

(a) For new plans:

Plan Year (Article 2.40 of the Plan).

Plan Covers:

Employees at the level of vice president or above, as selected by the Employer, and other eligible “top hat” level Employees, as selected by the Employer.

Directors, as selected by the Employer.*

Other*        .

Note: when checked, references to the terms “Employer” and “Eligible Employee” are substituted for the terms “Company” and “Eligible ¨ Director ¨ Other “            , in the Adoption Agreement and Plan, respectively.

Type of Plan.

An Evergreen Plan under which the Employer establishes and maintains a Participant’s Account, which may have sub-accounts depending on the Employer’s election, on behalf of each Eligible Employee which include, if applicable, but are not limited to a (1) Salary Reduction Contribution Account, (2) Performance-Based Compensation Account, (3) Matching Contribution Account, and (4) Nonelective Employer Contribution Account to which (1) Salary Reduction Contributions, (2) Performance-Based Compensation, (3) Matching Contributions and (4) Nonelective Employer Contributions shall be credited.

A Calendar Year Plan under which the Employer establishes and maintains a Participant’s Account on behalf of each Eligible Employee’s Annual Sub-Account(s) which include, if applicable, but are not limited to a (1) Salary Reduction Contribution Account, (2) Performance-Based Compensation Account, (3) Matching Contribution Account, and (4) Nonelective Employer Contribution Account to which (1) Salary Reduction Contributions, (2) Performance-Based Compensation, (3) Matching Contributions and (4) Nonelective Employer Contributions shall be credited to each respective Annual Sub-Account.

Annual Election—A Participant must make a new Distribution Election each Taxable Year for future contributions to the Annual Sub-Account for the next year.

Carry Forward Election—A Participant’s Distribution Election will remain in place from year to year for future contributions to the Annual Sub-Account until such time as the Participant modifies or cancels the Distribution Election in accordance with the terms of the Plan.

Compensation (Articles 2.11 and 2.35 of the Plan).

Compensation shall exclude the item(s) listed below for purposes of determining (complete, if applicable):

Salary Reduction Contributions:

No exclusions.

Bonus (e.g., Non-Performance Based Compensation).

Compensation ¨ in excess of ¨ at or below Code section 401(a)(17) Compensation.

Commissions.

Overtime Pay.

Performance-Based Compensation (see Section 10.(d) for separate election).

Severance Pay.

Other: All items of Compensation other than the Participant’s (i) annualized gross rate of base salary payable before deductions of any kind whatsoever (“Base Salary”), and (ii) annual performance-based cash incentive compensation (“Bonus”) shall be excluded.

Nonelective Contributions:

No exclusions.

Bonus.

Compensation ¨ in excess of ¨ at or below Code section 401(a)(17) Compensation.

Commissions.

Overtime Pay.

Performance-Based Compensation.

Severance Pay.

Other: All items of Compensation excluded from the definition of compensation used in the Smith & Wesson Corp. Profit Sharing and Investment Plan (the “Employer’s 401(k) Plan”) for purposes of allocating non-elective contributions (other than matching contributions) shall be excluded (it being understood that the same definition of compensation will be used in this Plan as is used in the Employer’s 401(k) Plan for purposes of determining non-elective contributions, as applicable).

Salary Reduction Contributions (Article 4.1 of the Plan).

Compensation below includes Performance-Based Compensation unless excluded in Compensation or a separate deferral election is permitted in (d) below. A Participant may enter into a Deferral Agreement to make the following (complete, if applicable):

A Salary Reduction Contribution of Base Salary in one (1) percent increments from a minimum of 1% up to a maximum of 50% of Compensation.

An additional Salary Reduction Contribution from Base Salary equal to the dollar amount of refunds payable in the Plan Year due to a failed Actual Deferral Percentage non-discrimination test in the Employer’s 401(k) Plan will automatically be deferred on the Participant’s behalf pursuant to a deemed and recurring election.

Once a Participant reaches the deferral limit under the 401(k) Plan, a Salary Reduction Contribution in one (1) percent increments from a minimum of         % up to a maximum of        % Compensation.

A Salary Reduction Contribution up to a maximum deferral of (check one, if applicable):

the Calendar Year Code section 402(g) limit.

an amount that, when combined with the 401(k) deferrals made to the 401(k) Plan, does not exceed the section 402(g) limit.

$            .

A Participant may enter into a separate Deferral Agreement to make a Bonus election (complete, if applicable):

Not applicable.

The Bonuses paid by the Employer are included in the definition of Compensation and the Employer permits a Participant to enter into a separate Deferral Agreement to make a Salary Reduction Contribution in one (1) percent increments from a minimum of 1% up to a maximum of 100% of Bonuses.

An Employer may allow a Participant’s Deferral Agreement to remain in place from year to year, so long as the Deferral Agreement becomes irrevocable by the end of the Election Period preceding the Taxable Year in which Compensation subject to the Deferral Agreement is earned. The Employer will define each year the designated Election Period. As specified below, a Deferral Agreement will be made (check one, if 10(a) or (b) above is applicable):

Each Taxable Year (annual deferral election), including any delayed election period as may othewise be permitted under Treasury Regulation Section 1.409A-2(a)(8).

As of the last day of the Election Period preceding the Plan Year In which Compensation subject to the Deferral Agreement is earned, until such time as the Participant modifies or terminates the automatic Deferral Agreement for future Plan Years by notifying the Plan Administrator (carry forward deferral election).

Performance-Based Compensation Contributions (Article 4.3 of the Plan).

Performance-Based Compensation (i.e., Bonuses) may be deferred under the Plan in a separate Performance-Based Compensation Deferral Election (complete, if applicable):

A Participant must enter into a Deferral Agreement with respect to Performance-Based Compensation Contributions (check one, if 10(d)(i)(2) above is applicable):

By the date that is at least six months before the end of the performance period described in Plan Article 4.3(b).

An Employer may allow a Participant’s Deferral Agreement with respect to Performance-Based Compensation Contributions to remain in place from year to year, so long as such Deferral Agreement becomes irrevocable by the end of the Election Period preceding the Taxable Year in which Compensation subject to the Deferral Agreement is earned. The Employer will define each year the designated Election Period. As specified below, a Deferral Agreement will be made (check one, if 10(d)(i) above is applicable):

Each Taxable Year (annual deferral election).

As of the last day of the Election Period preceding the Taxable Year in which Compensation subject to the Deferral Agreement is earned, until such time as the Participant modifies or terminates the automatic Deferral Agreement for future Plan Years by notifying the Plan Administrator (carry forward deferral election).

Employer Contributions (Article 4.2 of the Plan).

Matching Contributions

No Matching Contributions.

Matching Contributions will be made on:

Salary Reduction Contributions.

Bonuses (if separate election).

Performance-Based Compensation Contribution.

Any or all of the above as determined by Board Resolution each Plan Year.

Matching Contributions may be made in the following percentage (complete if 11(a)(ii) above, is applicable):

Discretionary Match as determined by Board Resolution each Plan Year.

Percentage Match:         % of first         % of a Participant’s Deferral Compensation (as selected in 11(a)(ii)) for the Plan Year.

The same percentage as the Employer makes as a matching contribution under the 401(k) Plan.

Other:         .

Nonelective Employer Contributions

No Nonelective Employer Contributions.

Nonelective Employer Contributions may be in an amount equal to (complete, if applicable):

Fixed Percentage:         % of a Participant’s Compensation.

Flat Dollar Amount: $            .

A discretionary amount as determined by the Compensation Committee of the Board of Directors, or by an authorized officer of the Compensation Committee, each Plan Year.

Such amount as cannot be contributed to the Employer’s 401(k) Plan due to the limitations of Code Section 415 that are applicable to the discretionary “Non-Elective Employer Contribution” under the Employer’s 401(k) Plan will be contributed to the Plan (assuming any such Non- Elective Employer Contribution is made, at the discretion of Smith & Wesson Corp., to the Employer’s 401(k) Plan).

Retirement Age (Article 2.43 of the Plan).

Age 62.

Age         .

Required Distribution Age (complete if applicable):        .

Distribution Elections upon Separation from Service (Article 5.3 of the Plan) (check one):

Not permitted. Single sum only at Separation from Service.

Single distribution election per Participant Account (no separate distribution elections for sub-accounts, e.g., contribution sources); provided, however, that in all cases amounts held in a Participant’s Nonelective Employer Contribution Account will be paid in a single sum in accordance with 17 and 18 below (i.e., no distribution election will be allowed for such account).

Multiple distribution elections per Participant (separate distribution elections permitted for sub-accounts, e.g., contribution sources). Check boxes for which there is a separate distribution election permitted:

(i) Salary Reduction Contributions.*

(ii) Bonus (Non-Performance Based Compensation).

(iii) Performance-Based Compensation.

(iv) Nonelective Employer Contributions.

Includes all Matching Contributions

Forms of Distribution upon Separation from Service

A Participant may elect to have his or her Participant’s Account balance distributed in the following form(s). If no election is made, a single sum payment is the default election (check options to be available if 15(b) or (c) above is selected):

A single sum payment.

Installment payments over (check all that apply):

3 years.

5 years.

7 years.

10 years.

A maximum of         years.

Other:         .

A partial single sum payment and installment payments not to exceed the installment payment options listed above. (Must complete (ii)).

Installment payments over the life expectancy of the Participant.

If a Participant elects any installment payment option above, the Participant must designate that such payments will be made in accordance with the options selected below (select option(s) to be available. Annual is default option if no option selected.):

Monthly.

Quarterly.

Semi-annually.

Annually.

Timing of Distributions (check one):

At Separation from Service.

6 months following Separation from Service.

        year(s) following Separation from Service.

Variable year(s) following Separation from Service (enter years below):

Processing Schedule for Distributions upon Separation from Service (Articles 5.1A(b) and 5.1B(b) of the Plan).

In the case of a distribution made pursuant to Article 5.3, on the first business day of the seventh month after Separation from Service and, in the case of a distribution made pursuant to Articles 5.4 through 5.7, within 90 days following the distributable event. In the case of installment payments, subsequent annual installments (after the first installment) will be made each January beginning in the year following the year in which such seventh month after Separation from Service occurs.

The 1^st business day following January 1^st immediately following such distributable event.

The 1^st business day of the 1^st month of the calendar quarter immediately following such distributable event.

As of the 1^st business day of the month listed below immediately following such distributable event (can be up to four months):

1^st or 7^th month of the calendar year immediately following such distributable event.

Single Sum Distributions upon Separation from Service (Articles 5.1A(c) and 5.1B(c) of the Plan).

Minimum Age (check one):

No minimum Age.

Minimum Age 62.

Minimum Account Balance (check one):

No minimum account balance.

$10,000.

$25,000 (must be greater than $10,000 but not to exceed $100,000).

Change in the Form, Timing or Processing Schedule of Distribution upon Separation from Service (Article 4.4(b) of the Plan) (check one):

Not permitted.

Permitted.

A Participant may elect to change his or her form, timing or processing schedule under the Plan (check one):

(1) Permitted only during an Election Period.

(2) Permitted at any time consistent with Code section 409A.

Maximum number of times a Participant may elect to change either the form or timing of distribution (check one, if applicable):

(1) No limit.

(2) Number of changes:         

Form of Distribution as of a Specified Time (Article 5.2 of the Plan). Applies to all contribution sources (select options to be available):

Not permitted.

Lump sum distribution.

Partial distribution up to 100% (must be in whole percentages).

Partial distribution in dollar amounts.

Equal installment payments of entire account. Installment provisions are the same as the Forms of Distribution upon Separation from Service.

Processing Schedule for Distributions as of a Specified Time (Article 5.2(a) of the Plan).

The 1^st business day immediately following January 1^st of the year of payout.

The 1^st business day of any month during the calendar year.

The 1^st business day of any quarter during the calendar year.

The 1^st or 7^th month of the calendar year.

Distribution as of Specified Time Waiting Period. (Article 5.2(c) of the Plan) (complete, if applicable):

Change in Form, Timing or Processing Schedule of Distributions as of a Specified Time (Article 4.4(b) of the Plan) (check one, if applicable):

Not permitted.

Permitted.

A Participant may elect to change his or her Form of Distribution to another Form of Distribution under the Plan (check one):

Permitted only during an Election Period.

Permitted at any time consistent with Code section 409A.

Maximum number of times a Participant may elect to change either the Form or Timing of distribution (check one, if applicable):

No limit.

Number of changes:         .

Accelerated Payment Exceptions (Article 5.12 of the Plan)

The plan will provide for the accelerated payment exception.

The plan will not provide for the accelerated payment exception.

Determination and Distribution upon Disability (Articles 2.15 and 5.4 of the Plan).

In accordance with a disability insurance program sponsored by the Employer, provided the definition set forth in the program satisfies the requirements of Article 2.15(a) of the Plan.

By the Social Security Administration.

In the Plan Administrator’s sole discretion, subject to the requirements of Article 2.15(a) of the Plan.

Distributions upon Death (Article 5.5 of the Plan).

Withdrawals for an Unforeseeable Emergency (Articles 2.51 and 5.6 of the Plan) (check one):

Not permitted.

Permitted.

Termination of Deferral Agreement upon Withdrawals for an Unforeseeable Emergency (Article 5.6(b) of the Plan)

If a Participant’s Deferral Agreement is required to be terminated in order for the Participant to receive a hardship distribution under the 401(k) Plan or other plan of the Employer, a Participant’s Deferral Agreement will terminate as soon as practicable following a withdrawal for a hardship distribution under the 401(k) Plan or other plan of the Employer.

No suspension provision for hardship withdrawals.

Distribution upon a Change in Control Event (Article 5.7 of the Plan).

A single sum upon the occurrence of a Change in Control Event.

No distribution upon a Change in Control Event.

Intervening Distributable Events (Article 5.8 of the Plan).

Disability.

Death.

Unforeseeable Emergency. (An amount may not exceed the amount necessary to satisfy such Emergency and the balance of installments will be recalculated.)

A Change in Control Event.

Transfer to 401(k) Plan (“Tandem Plan”) (check one; if not checked, the first box is the default option):

Not applicable. No transfer to 401(k) plan.

Transfer to 401(k) Plan—As of the end of each calendar year (and not later than January 31 of the next following calendar year), the Employer shall determine the maximum amount that may be contributed to the 401(k) Plan on behalf of each Participant as a salary deferral contribution with respect to the corresponding plan year of the 401(k) Plan. The Employer’s determination of the maximum amount that may be contributed to the 401(k) Plan on behalf of each Participant shall be conclusive. Unless the Participant has elected to have such amount contributed to the 401(k) Plan as a salary deferral contribution, the amount (exclusive of any earnings credited under this Plan) so determined with respect to the Participant (but not in excess of the Participant’s Deferred Compensation for that calendar year) shall be paid in a single sum to the Participant as soon as is practicable after such computation is made. If such payment is paid to a Participant after December 31 of the year in which the Deferred Compensation is earned, it shall nonetheless be treated by the Employer and reported on the Participant’s Form W-2 as wages paid in the year the Deferred Compensation was earned.

Salary Reduction Contributions (Article 8.1 of the Plan).

Matching Contributions (Article 8.1 of the Plan).

(a)    Not applicable. No Matching Contributions.

(b)    100 percent vesting immediately.

(c)    3 year cliff:

0 percent

100 percent

(d)    5 year cliff:

0 percent

100 percent

(e)    6 year graded:

0 percent

20 percent

40 percent

60 percent

80 percent

100 percent

(f)    7 year graded:

0 percent

20 percent

40 percent

60 percent

80 percent

100 percent

(g)    Other        .

Nonelective Employer Contributions (Article 8.1 of the Plan).

(a)    Not applicable. No Nonelective Employer Contributions.

(b)    100 percent vesting immediately.

(c)    3 year cliff:

0 percent

100 percent

(d)    5 year cliff:

0 percent

100 percent

(e)    6 year graded:

0 percent

20 percent

40 percent

60 percent

80 percent

100 percent

(f)    7 year graded:

0 percent

20 percent

40 percent

60 percent

80 percent

100 percent

(g)    Other        .

Year of Service is defined as follows:

Not applicable. All contributions are 100% vested.

Not applicable. No Employer contributions.

Year of Service as defined in 401(k) Plan of the Employer.

Other        .

Plan Investments (Article 6 of the Plan) (check one; if not checked, the first box is the default option):

Participants will be permitted to request the investment of the deferred amounts from a menu of investment alternatives made available by the Employer.

Participants will not be permitted to request the investment of the deferred amounts from a menu of investment alternatives made available by the Employer.

Participants will be permitted to make a phantom investment election of the deferred amounts from a menu of investment alternatives made available by the Employer.

The Plan will provide a notional investment rate and Plan assets are not specifically set aside from Employer’s general assets.

Addendum Items:

State Law (Article 10.7 of the Plan).

Transamerica Retirement Solutions Corporation is not a Party to the Plan and shall not be responsible for any tax or legal aspects of their Plan. The sponsoring Employer assumes responsibility for these matters.

The sponsoring Employer has counseled, to the extent necessary, with its own selected legal and tax advisors.

The obligations of Transamerica Retirement Solutions Corporation shall be governed solely by the provisions of TRSC’s contracts and policies; there is no requirement that Transamerica Retirement Solutions Corporation look into any action taken by the Plan Administrator or the Employer, and Transamerica Retirement Solutions Corporation and its affiliates shall be fully protected in taking, permitting or omitting any action on the basis of the actions of the Plan Administrator or Employer.

Transamerica Retirement Solutions Corporation shall incur no liability for carrying out actions as directed by the Employer or Plan Administrator.

Transamerica Retirement Solutions Corporation shall be under no obligation to update this Adoption Agreement or the Transamerica Retirement Solutions Corporation Nonqualified Deferred Compensation Plan Document for any subsequent changes in applicable law.

Smith & Wesson Corp.

By:

/s/ P. James Debney

Title:

President and Chief Executive Officer