Guaranteed Pension Plans. As of the Effective Date, each contribution required to be made to a Guaranteed Pension Plan by either the [[Organization A:Organization]] or [[Organization C:Organization]] or an ERISA Affiliate, whether required to satisfy the minimum funding requirements described in §302 or §303 of ERISA, the notice or lien provisions of §303(k) of ERISA, or otherwise, has been timely made. As of the Effective Date, no waiver from the minimum funding standards or extension of amortization periods has been received with respect to any Guaranteed Pension Plan. As of the Effective Date, no liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by either the [[Organization A:Organization]] or [[Organization C:Organization]] or any ERISA Affiliate with respect to any Guaranteed Pension Plan and, except as set forth in [Schedule 4.11(c)], there has not been any ERISA Reportable Event which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans by more than $500,000.

ERISA; Pension Plans. A Plan shall fail to maintain the minimum funding standard required by [Section 412(a)] of the IRC for any plan year or a waiver of such standard is sought or granted under [Section 412(c)], or a Plan is or shall have been terminated or the subject of termination proceedings under ERISA, or the Borrower or an ERISA Affiliate has incurred a liability to or on account of a Plan under [Section 4062, 4063, 4064, 4201 or 4204]4]4]4]4] of ERISA, and there shall result from any such event or events a Material Adverse Effect; or

ERISA; Foreign Plans; Multiemployer Plans. Each Plan and each Foreign Plan complies with all applicable requirements of law and regulations and the provisions of the Plan documents except for a failure to comply which would not result in a material liability. No Benefit Plan has failed to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or [Section 302] of ERISA), whether or not waived. Neither the Company nor any member of the Controlled Group has failed to make a required minimum contribution or, if applicable, a required installment, in either case, under Section 430(j) of the Code and of a material amount on or before the due date for such contribution or installment. Neither the Company nor any member of the Controlled Group has taken or failed to take any action which would constitute or result in a Termination Event which could reasonably be expected to subject the Company or a Controlled Group member to a material liability. Neither the Company nor any member of the Controlled Group has incurred any material liability to the PBGC which remains outstanding other than for the payment of premiums. For purposes of this [Section 6.9], “material” means any amount, noncompliance or other basis for liability which, individually or in the aggregate with each other basis for liability under this [Section 6.9], could reasonably be expected to subject the Company to liability having a Material Adverse Effect.

Pension and Profit Sharing Plans. Loggenberg shall be entitled to participate in the [[Unknown Identifier]] plan and quarterly profit sharing plan adopted by the [[Organization B:Organization]] for the benefit of its officers and/or regular employees.

ERISA and Foreign Plans. (i) The Company or an ERISA Affiliate shall fail to satisfy its contribution requirements under Section 412(c)(11) of the Code, whether or not it has sought a waiver under Section 412(d) of the Code, and such failure could result in liability of more than $150,000,000; # in the case of an ERISA Event involving the withdrawal from a Plan of a “substantial employer” (as defined in [Section 4001(a)(2)] or [Section 4062(e)] of ERISA), the withdrawing employer’s proportionate share of that Plan’s Unfunded Pension Liabilities is more than $150,000,000; # in the case of an ERISA Event involving the complete or partial withdrawal from a Multiemployer Plan, the withdrawing employer has incurred a Withdrawal Liability in an aggregate amount exceeding $150,000,000; # in the case of an ERISA Event not described in [clause (ii) or (iii)])], the Unfunded Pension Liabilities of the relevant Plan or Plans exceed $150,000,000; or # in the case of a Foreign Plan Event, the Company or a Subsidiary shall incur liability in an aggregate amount exceeding $150,000,000; or

By: /s/ [[Person A:Person]]

[[Person A:Person]]

Corporate Vice President and Chief Human

Resources Officer

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]”).

Plans. If it has not done so already, within fifteen (15) days after the Delivery Date, [[Organization B:Organization]] shall deliver to [[Organization A:Organization]] a space plan (the “[[Organization B:Organization]] Space Plan”) depicting [[Organization B:Organization]]’s desired improvements in the Premises (the “[[Organization B:Organization]] Improvements”). Within five (5) business days after receipt of the [[Organization B:Organization]] Space Plan, [[Organization A:Organization]] will review and approve or disapprove the [[Organization B:Organization]] Space Plan in its reasonable discretion. If [[Organization A:Organization]] disapproves the [[Organization B:Organization]] Space Plan, it shall state with particularity the reasons for such disapproval. If disapproved, [[Organization B:Organization]] shall revise the [[Organization B:Organization]] Space Plan to address [[Organization A:Organization]]’s concerns. Upon approval of the [[Organization B:Organization]] Space Plan, [[Organization B:Organization]] shall cause working drawings (hereafter called “[[Organization B:Organization]] Working Drawings”) of the [[Organization B:Organization]] Improvements shown on the [[Organization B:Organization]] Space Plan to be prepared and delivered to [[Organization A:Organization]]. The [[Organization B:Organization]] Working Drawings shall consist of the plans and specifications in the form of working drawings or construction drawings identifying [[Organization B:Organization]]’s interior layout of the Premises, including complete sets of architectural, structural, mechanical, electrical, and plumbing working drawings for all [[Organization B:Organization]] Improvements, in each case to the extent applicable. The [[Organization B:Organization]] Working Drawings shall include written instructions or specifications as may be necessary or required to secure a building permit from the City of Eden Prairie for said improvements to commence in due course. The [[Organization B:Organization]] Working Drawings shall be prepared by architects and engineers selected by [[Organization B:Organization]] and reasonably approved by [[Organization A:Organization]]. Within five (5) business days after delivery of the [[Organization B:Organization]] Working Drawings, [[Organization A:Organization]] shall either reasonably approve the [[Organization B:Organization]] Working Drawings or notify [[Organization B:Organization]] of the reasons [[Organization A:Organization]] does not reasonably approve them. [[Organization B:Organization]] shall revise the [[Organization B:Organization]] Working Drawings to address the concerns raised by [[Organization A:Organization]] and then resubmit for [[Organization A:Organization]]’s approval pursuant to this Section.

Plans. Prior to commencing construction of any Tenant’s changes Tenant shall furnish to Landlord, for Landlord’s reasonable approval, a detailed layout plan (the “Space Plan”), prepared by Tenant’s architect (as reasonably approved by Landlord) (“Tenant’s Architect”), for the improvements Tenant desires to have constructed in the Premises or portion thereof. The Space Plan shall also # show types of finishes for the improvements, # separately note any proposed structural work or extraordinary electrical, plumbing or HVAC requirements, # show improvements that conform to Landlord’s base building requirements, the “Tenant Construction Standards” and “Conditions for Construction”, if any, then applicable to the Building (collectively, the “Building Construction Standards”) and applicable building codes and other local, state or federal law, ordinance, rule, regulation, code, or order of any governmental entity or insurance requirement (collectively, “Legal Requirements”) now in force or which may hereafter be enacted, # be in sufficient detail as would permit the selected contractor to obtain preliminary estimates of the cost of performing all work shown thereon and # be subject to Landlord’s reasonable approval. Landlord shall respond to the Space Plan within five (5) business days after Landlord’s receipt thereof. Tenant shall cause Tenant’s Architect to promptly revise the Space Plan to address any reasonable objections raised by Landlord and Tenant shall resubmit an appropriately revised Space Plan to Landlord within five (5) business days after receipt of Landlord’s objections. This procedure shall be followed until all objections have been resolved and the Space Plan approved by Landlord and Tenant. Tenant is responsible for providing a Space Plan that complies with all applicable building codes and other Legal Requirements, and Landlord’s aforementioned approval of the Space Plan merely indicates Landlord’s consent to the proposed work shown thereon. In no event shall such approval of the Space Plan by Landlord be deemed to constitute a representation by Landlord that the work called for in the Space Plan complies with applicable Legal Requirements nor shall such consent release Tenant from Tenant’s obligation to supply a Space Plan that conforms to applicable Legal Requirements. The Space Plan, as approved by Tenant and Landlord, is referred to hereinafter as the “Final Space Plan.”

Plans Become party to any Multiemployer Plan, other than any in existence on the Closing Date