Amended And Restated Agreement For Supplemental Executive Retirement Benefit

BRIGHTPOINT, INC.


AMENDED AND RESTATED
AGREEMENT FOR
SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT


THIS AMENDED AND RESTATED AGREEMENT is entered into as of the 18th day of January, 2006 by and between Steven E. Fivel (the "Executive") and Brightpoint, Inc., an Indiana corporation (the "Company"), effective as of April 7, 2005. This Agreement fully supercedes the prior Agreement for Supplemental Executive Retirement Benefit entered into by the parties effective April 7, 2005.


1. ELIGIBILITY FOR SUPPLEMENTAL RETIREMENT BENEFIT. In addition to any amounts that may be payable to the Executive pursuant to any other compensation or benefit plan or program maintained by the Company to which the Executive may be entitled, subject to Section 5 below, the Company shall pay to the Executive beginning upon the later of his Date of Termination (as such term is defined in that certain Amended and Restated Employment Agreement dated as of July 1, 1999 between the Executive and the Company, as it may be amended from time to time (the "Employment Agreement")) or his attainment of age 55 (the applicable date the "Payment Start Date"), an annual amount (the "Supplemental Retirement Benefit") calculated and paid pursuant to the provisions of this Agreement including, but not limited to, the payment period described in Section 3 below.


2. CALCULATION OF THE SUPPLEMENTAL RETIREMENT BENEFIT.


(a) FORMULA. The Supplemental Retirement Benefit shall equal the lesser of:


(i) $229,000 and


(ii) the product of (A) the Gross Benefit as defined
in subsection 2(b) below, multiplied by (B) the Early Commencement
Percent defined in subsection 2(e) below:


(b) GROSS BENEFIT. The Gross Benefit shall equal an annual payment equal to the product of the Accrual Percentage (as calculated in accordance with subsection 2(c) below) multiplied by the Final Average Earnings (as defined in subsection 2(d) below).


(c) ACCRUAL PERCENTAGE. The Accrual Percentage shall equal the lesser of (A) the sum of (i) through (v) below, and (B) 50%:


(i) 10%; plus


(ii) 2%, if the Executive is employed by the Company
on June 30, 2005; plus


(iii) 3% for each full Year (as defined below) the
Executive is employed by the Company from July 1, 2005 through June 30,
2008; plus


(iv) 2% for each full Year the Executive is employed
by the Company from July 1, 2008 through June 30, 2016; plus


(v) 1% for each full Year the Executive is employed
by the Company thereafter.


For purposes of this Agreement, "Year" means the twelve-month period commencing each July 1 and ending each June 30.


(d) FINAL AVERAGE EARNINGS. The Executive's Final Average Earnings for purposes of subsection 2(b) above shall equal the quotient of (i) the sum of (A) the Executive's Annual Base Salary (as defined below) for the 5 Years prior to the Executive's Date of Termination plus (B) the Executive's target cash bonus with respect to the calendar year ending in each such Year (notwithstanding when s ...