Wells Fargo shall deduct from all payments under the Plan an amount necessary to satisfy the relevant statutory deductions for income tax, pension and social insurance and/or other applicable statutory pension and/or special/labor insurance contribution deductions required to be taken under the law of the jurisdiction governing the Participant; provided however, Participants are responsible for appropriate reporting and remittance of taxes and other statutory contributions in relation to incentive payments under this Plan where required in their locations.

By: /s/ ​

​

Corporate Vice President and Chief Human

Resources Officer

Pension Supplement. You are entitled to a ​ 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 ​. The term “separation from service” has the meaning given in Internal Revenue Code Section 409A and the regulations thereunder (“[Section 409A]”).

Withholding Tax Payments. Each of the Company and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable rule, regulation or Law, and each Member hereby authorizes the Company and its Subsidiaries to withhold or pay on behalf of or with respect to such Member any amount of U.S. federal, state or local or non-U.S. taxes that the Managing Member determines, in Good Faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement.

Amended Returns. Unless otherwise required by Law or based upon the opinion of Purchaser’s independent registered public accounting firm (a copy of which Purchaser shall give to the Representative), Purchaser shall not, and shall cause its Affiliates, including the Company and its Subsidiaries, not to amend, refile or otherwise modify any Tax Return relating in whole or in part to any Pre-Closing Period, including the pre-Closing portion of a Straddle Period, without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that to the extent that any such amended or otherwise modified Tax Return is filed without the prior written consent of Representative based upon the opinion of Purchaser’s independent registered public accounting firm and such amended or otherwise modified Tax Return results in an increase in Taxes attributable to a Pre-Closing Period, then Purchaser shall not be entitled to seek indemnification for such increased Tax amounts pursuant to [Article IX], [Section 10.2] or otherwise.

Inventory; Returns. Keep all Inventory in good and marketable condition (ordinary wear and tear and casualty damage excepted), free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than ​.

Preparation and Filing of Tax Returns. Ford shall have the sole and exclusive responsibility for the preparation and filing of all Consolidated Returns and all Combined Returns. Ford shall have the exclusive right, in its sole discretion, with respect to any such Tax Return to determine # the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, # whether any extensions may be requested, # the elections that will be made by Ford, any Ford Affiliate, Ford Credit, and any Ford Credit subsidiary in such Tax Return, # whether any amended Tax Returns shall be flied, # whether any claims for refund shall be made, # whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and # whether to retain outside specialists to prepare such Tax Return, whom to retain for such purpose and the scope of any such retainer; provided, however, that Ford shall consult with Ford Credit senior management prior to making any determination that would have a material affect on Ford Credit operations.

Contributions. In order to meet its obligations hereunder, the Company may, in its sole discretion, contribute to a trust the funds necessary to provide the benefits hereunder. The assets of any such trust shall remain subject to the claims of the Company’s general creditors. Notwithstanding the foregoing, the Company’s obligations hereunder shall constitute general, unsecured obligations, payable solely out of its general assets, and no Participant or other person shall have any right to specific assets. Title to and beneficial ownership of any assets, whether cash or investments, that the Company may set aside or earmark to meet its obligations hereunder, shall at all times remain in the Company; provided that legal title to any assets placed in a trust shall be in the trustee.

Contributions. The Employer shall provide the Administrator with all information required by the Administrator to make a proper allocation of Employer contributions for each Plan Year. Within a reasonable period of time after the date of receipt by the Administrator of such information, the Administrator shall allocate contributions as follows:

“Tax Distribution Date” means any date that is two business days prior to the date on which estimated federal income tax payments are required to be made by calendar year corporate taxpayers and the due date for federal income tax returns of corporate calendar year taxpayers (without regard to extensions).