Pension Plan-Related Benefits. Upon an Executive’s termination from the Company’s employ under circumstances where he would have been entitled to receive retirement benefits under the Pension Plan prior to its termination, and provided the Executive’s termination from the Company’s employ under such circumstances satisfies the requirements set forth of Section 5.2(c) of this Plan, such Executive shall be entitled to a benefit under this Plan in an amount equal to the difference, if any, between # the lump sum amount that would have been available under the Pension Plan prior to its termination, compared to # the lump sum amount the Pension Plan would have provided prior to its termination if there were no limit on the amount of compensation that could have been considered under the Pension Plan, and no limit on the maximum benefit amount. The lump sum amount considered available to an Executive under the Pension Plan prior to its termination, for purposes of clauses (i) and (ii), above, shall in all cases be determined taking into account the limitations imposed on the Executive’s Pension Plan benefit as a result of amendments to the Pension Plan effective as of: # Midnight, December 31, 2010, freezing accruals under the Pension Plan for all participants other than those governed by [Appendix D] of the Pension Plan and except for the Tulsa Support Services, Engineering and Marketing Departments, and # Midnight, December 31, 2011, freezing all benefit accruals under [Appendix D] of the Pension Plan, and providing that a Pension Plan participant’s “Accrued Benefit” (as defined at such time under the Pension Plan) would not increase beyond the amount earned as of that date. Notwithstanding the foregoing, the amount of the Executive’s Pension Plan-related benefit under this Plan determined with respect to the first calendar year in which he or she is eligible to participate in the Plan shall be calculated as if the Executive first began participating in the Pension Plan and in this Plan on the date on which the Administration Committee determined that the Executive was eligible to participate in this Plan, and any limits (prorated as necessary) on the amount of compensation considered under the Pension Plan or on the maximum benefit amount for such calendar year shall be imposed only on the amounts earned by the Executive after such date. The Administration Committee may credit the Executive’s Account (as described in Section 4.1(c), below) with such amounts as the Administration Committee deems necessary to determine the Pension Plan-related benefits payable to the Executive under this Plan, as described in this Section 4.1(a).

By: /s/ ​

​

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]”).

Supplemental Pension Benefit. The "supplemental pension benefit" shall be the greater of # the supplemental cash balance accrued benefit described in Paragraph 1(b)(1) of this ​, or # the supplemental unit credit accrued benefit described in Paragraph 1(b)(2) of this ​.

Retirement and Pension. As further compensation for the services of the Executive:

Supplemental Pension Benefit. The Supplemental Pension Benefit shall be equal to the difference between (i) and (ii):

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.

Nonqualified Pension Benefit. The Participant shall be paid, in a lump sum payment in cash, an amount equal to the excess of:

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

Target Pension Plan. “Target Pension Plan” means the tax qualified defined benefit pension plan, established for the benefit of employees eligible to participate therein, and known as the Target Corporation Pension Plan, including any predecessor plan(s) or successor plan.

Benefits. In the event that Executive’s employment is involuntarily terminated (other than by reason of [Section 3(d)]) without Cause and no Change in Control shall have occurred at the date of such termination, Executive shall be entitled to receive the following benefits:

Benefits. During your employment under this Agreement, you shall be eligible to participate in any vacation programs, medical and dental plans and life insurance plans, STD and long-term disability (“LTD”) plans, retirement and other employee benefit plans the Company may have, establish or maintain from time to time and for which you qualify pursuant to the terms of the applicable plan.

Benefits. During Employee’s employment with the Company, Employee shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis which is no less favorable than is provided to other similarly situated employees of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans, at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may from time to time offer to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any particular plan or benefit.

Benefits. Each L/C Issuer shall act on behalf of the Domestic Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities # provided to the Administrative Agent in [Article IX] with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in [Article IX] included such L/C Issuer with respect to such acts or omissions, and # as additionally provided herein with respect to such L/C Issuer.

Benefits. The Executive will initially receive 4 weeks paid vacation and benefits generally afforded by the Company.

Benefits. Benefits shall be payments in the event of the Participant’s severance as determined in the sole discretion of the Corporate Vice-President of Human Resources, in accordance with the terms of the Summary Plan Description.

Benefits. During the period of employment, the Company shall provide Executive with such employee benefits as are provided by the Company generally to its executive employees. In additon, Company shall provide Executive at Company’s expense, or shall reimburse Executive, for appropriate telecommunications and internet service and devices as needed for Executive to perform his duties pursuant to this Agreement.

Benefits. You will be eligible to participate in benefits programs that are adopted by the Company to the same extent as, and subject to the same terms, conditions and limitations applicable to, other employees of the Company of similar rank and tenure, which include health, life, disability and dental insurance and a 401k plan (the “Benefits Programs”). Details of the Benefits Programs, including mandatory employee contributions, will be made available to you shortly after your receipt of this Offer Letter. You will also be eligible for up to 20 days of paid vacation per year which shall accrue on a prorated basis, in accordance with the Company’s vacation policy as in effect from time to time. Upon your execution of this Offer Letter, you will be eligible for a one-time signing bonus of ​. Additionally, the Company will reimburse you for # reasonable and documented expenses you incur in connection with relocating to the Boston area, up to a maximum of ​, and # four months of housing costs, up to a maximum of ​.

Benefits. During the Term, the Company shall provide the Executive with the following benefits: