Any amendments or supplements to this Agreement shall be made in written agreements. Such amended and supplemental agreements upon due execution by the Parties shall constitute the integrated part of this Agreement with equal legal force and effect.

Pension Supplement. You are entitled to a $85,000 annual pension supplement (“Pension Supplement”) as described in this paragraph 4 upon completion of ten (10) years of service with A. O. Smith (the “Corporation”). Payment of the Pension Supplement will commence upon your separation from service from the Corporation and its affiliates. The supplement will be paid semi-monthly in the amount of $3,541.67. The term “separation from service” has the meaning given in Internal Revenue Code Section 409A and the regulations thereunder (“[Section 409A]”).

The Plan Supplement complies with the Bankruptcy Code and the terms of the Plan, and the filing and notice of such documents are good and proper in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Local Rules, and no other or further notice is required. All documents included in the Plan Supplement are integral to, part of, and incorporated by reference into the Plan. Subject to the terms of the Plan, and only consistent therewith, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplement before the Effective Date. The Core Notice Parties and holders of Claims and Interests were provided due, adequate, and sufficient notice of the Plan Supplement.

Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

The Issuer and the Trustee may amend the Indenture, the Notes, any Security Document or the Intercreditor Agreement to the extent provided in Article 9 of the Indenture.

Amendment; Waiver. This Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only by an instrument in writing signed by the parties hereto. Waiver of any term or condition of this Agreement will not be construed as a waiver of any subsequent breach or waiver of the same term or condition, or a waiver of any other term or condition of this Agreement.

Section # Agreement. Guarantor acknowledges receipt of a copy of the Agreement and understands the Guaranteed Obligations. Guarantor’s obligations under this Guaranty Agreement will not be expanded or otherwise affected by any amendment, modification, supplement, variation, waiver or extension of the Agreement except to the extent such amendment, modification, supplement, variation, waiver or extension thereof has been approved by Guarantor in writing and Guarantor has received a copy thereof.

Section # Amendment. This Agreement may be amended only by means of a written amendment signed by the Partnership and the BlackRock Purchaser (on behalf of itself and each Selling Holder). Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which such amendment, supplement, modification, waiver or consent has been made or given.

Amendments. No amendment, supplement or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Advisors and the Company (in the case of an amendment or supplement) or by the waiving party (in the case of a waiver); provided, however, that the allocation of the Management Fee may be amended upon delivery of a joint written instruction from the Advisors [[Organization A:Organization]].

Amendment, Waiver and Other Action. This Agreement may be amended, modified or supplemented only by a written instrument executed by the parties against which enforcement of the amendment, modification or supplement is sought.