SICO Support Agreement, dated as of December 9, 2008



 Exhibit 10.2 
 December 9, 2008 
 A. O. Smith
Corporation 
 11270 West Park Place 
 Milwaukee, WI 53224

 Attention: James F. Stern 
 Smith Investment Company

 11270 West Park Place 
 Milwaukee, WI 53224 
 Attention: Bruce M. Smith 
 Ladies and Gentlemen: 
 Smith Investment Company, a Nevada corporation (“SICO”), Smith Investment Company LLC, a Delaware limited liability company
(“SpinCo”), A. O. Smith Corporation, a Delaware corporation (the “Company”), and SICO Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger
Sub”), are parties to an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, supplemented, modified or waived from time to time, the “Merger Agreement”), providing for, among other things,
the merger of SICO with and into Merger Sub (the “Merger”), in which all of the outstanding shares of common stock, par value $0.10 per share, of SICO (“SICO Common Stock”) held by the shareholders of SICO are being
converted into a right to receive shares of Class A common stock, par value $5.00 per share, of the Company and shares of Common Stock, par value $1.00 per share, of the Company. Each of the parties signatory hereto are stockholders of SICO
(each, individually, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms that are used but not otherwise defined in this support agreement (“Support Agreement”) will have the
meanings ascribed to them in the Merger Agreement. 
 As a condition to the willingness of the Company and SICO to enter into and perform
their respective obligations under the Merger Agreement, the Company and SICO have required that each Stockholder enter into this Support Agreement. Each Stockholder is further entering into this Support Agreement to express its support for the
Merger and the other transactions contemplated by the Merger Agreement. 
 In consideration of the foregoing and the mutual covenants and
agreements set forth herein and in the Merger Agreement, and intending to be legally bound hereby, the parties hereto agree as follows: 








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 1. Each Stockholder represents and warrants that the list showing ownership by each of the Stockholders,
provided to the Company and SICO (the “List”), sets forth as of the date hereof the number of shares of SICO Common Stock owned beneficially or of record by such Stockholder (the “Covered Shares”). Each Stockholder
represents and warrants that, as of the date hereof, such Stockholder owns its Covered Shares free and clear of all liens, charges, encumbrances, voting agreements and commitments of every kind, except for such liens, charges, encumbrances, voting
agreements and commitments that would not prevent or delay the performance by such Stockholder of its obligations under this Support Agreement or the transactions contemplated hereby. As of the date of this Support Agreement, except as expressly
permitted or provided in this Support Agreement or the Merger Agreement and except as disclosed on the List, each Stockholder has sole voting power and sole dispositive power with respect to all of its Covered Shares. Each Stockholder agrees, while
this Support Agreement is in effect, to endeavor to promptly notify the Company and SICO of the number of any new shares of SICO Common Stock with respect to which such Stockholder acquires beneficial or record ownership. Any such shares shall
automatically become Covered Shares and subject to the terms of this Support Agreement as though owned by such Stockholder as of the date hereof. 
 2. Each Stockholder has all necessary legal capacity, power and authority to execute and enter into this Support Agreement, and this Support Agreement is the legally valid and binding agreement of such Stockholder, and, other than Paragraph
7 as to which the Stockholders make no representation, is enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception. 
 3. Each Stockholder represents and warrants that (A) except for filings as may be required under, and other applicable requirements of, the Exchange
Act, no filing with, and no permit, authorization, consent or approval of, any state, federal or foreign public body or authority is necessary for the execution of this Support Agreement by such Stockholder and the consummation by such Stockholder
of the transactions contemplated hereby and (B) none of the execution and delivery of this Support Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder
with any of the provisions hereof shall (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification
or acceleration of any obligation or to a loss of a material benefit) under any of the terms, conditions or provisions of any contract, agreement or arrangement to which such Stockholder is a party or by which such Stockholder may be bound in a
manner that would render such Stockholder unable to perform its covenants and agreements set forth in this Support Agreement, including any voting agreement, stockholders agreement, irrevocable proxy, voting trust or organizational document, or
(ii) violate any law, order, injunction, judgment, decree or award of any court, Governmental Authority or arbitrator applicable to such Stockholder. 








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 4. Each Stockholder agrees that, during the term of this Support Agreement, it will not, and will not
agree to, sell, transfer, assign, pledge, encumber or otherwise dispose of any of the Covered Shares, or any interest therein, or otherwise enter into any contract, option or other arrangement or understanding with respect to the sale, transfer,
assignment, pledge, encumbrance of other disposition of, or limitation on the voting rights of, any of the Covered Shares (any such action a “Transfer”); provided however, that nothing herein shall prevent such Stockholder from
consummating a Transfer (i) to another Stockholder, (ii) as specifically required by a court order, which such Stockholder shall use its reasonable best efforts to avoid, (iii) pursuant to this Support Agreement or the Merger
Agreement or the transactions and other agreements contemplated thereby, (iv) as required by such Stockholder’s trust documents, or (v) with the Company’s and SICO’s prior written consent. Any action taken in violation of
the foregoing sentence shall be null and void ab initio and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Covered Shares shall occur, the transferee (which term, as used
herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold the Covered Shares subject to all of the restrictions, liabilities and rights under this Support Agreement, which shall continue
in full force and effect until valid termination of this Support Agreement. 
 5. Each Stockholder agrees that, during the term of this
Support Agreement, at any meeting of SICO stockholders, however called, or any adjournment or postponement thereof, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of the Covered Shares (1) in favor
of (a) the Merger and the other transactions contemplated thereby, including the Merger Agreement and (b) any other matter that is on the ballot in furtherance of or for the purpose of facilitating the Merger, including any matter that is
required by law or regulatory authority to be approved by the stockholders of SICO to facilitate the Merger or any transaction contemplated by the Merger Agreement; and (2) against (X) any proposal that would reasonably be expected to
prevent or materially delay the consummation of the Merger and (Y) any proposal directly resulting from or related to a Company Intervening Event that resulted in the modification or withdrawal of the Company Recommendation. 
 6. Each Stockholder further agrees that, during the one year period following any termination of the Merger Agreement by the Company pursuant to
Section 8.1(e) of the Merger Agreement, at any meeting of SICO stockholders, however called, or any adjournment or postponement thereof, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of the
Covered Shares against any proposal directly resulting from or related to the Company Intervening Event that resulted in the modification or withdrawal of the Company Recommendation. 
 7. Each Stockholder hereby (i) waives, to the fullest extent of the law, and agrees not to assert any dissenters’ or appraisal rights in
connection with the Merger, including pursuant to Section 92A.380 of the Nevada Revised Statutes or otherwise, with respect to any and all Covered Shares; and (ii) agrees not to commence or participate in, and agrees to take all actions
necessary to opt out of any class in any class action with respect to any claim, derivative or otherwise, against the Company, Merger Sub, SICO or any of their respective successors relating to the negotiation, execution or delivery of this Support
Agreement, the Merger Agreement or the consummation of the Merger, including any claim (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Support Agreement, the Merger Agreement or any transactions
contemplated by the Merger Agreement, or (b) alleging a breach of any fiduciary duty of any officers or directors of the Company, Merger Sub or SICO in connection with this Support Agreement, the Merger or any of the transactions contemplated
by the Merger, including the Merger Agreement. For the avoidance of doubt, the parties agree that this Paragraph 7 shall not preclude a Stockholder from being a party to any litigation between or among the Company, Merger Sub, SICO, the
Surviving Entity, SpinCo, the Shareholders’ Representative, any Smith Family Member or any other Former Company Shareholder concerning any provision of the Merger Agreement or any Ancillary Agreement or to resolve any dispute regarding any
provision of the Merger Agreement or any Ancillary Agreement 








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 8. Each Stockholder agrees that, except for filings under the Exchange Act or otherwise required by
applicable Law, such Stockholder shall not issue any press release or make any public announcement relating to the subject matter of the Merger Agreement, whether prior to or following the termination of this Support Agreement, without the prior
written consent of the Company and SICO. 
 9. Whenever possible, each provision or portion of any provision of this Support Agreement will
be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Support Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Support Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. 
 10. Each of the
parties hereto recognizes and acknowledges that a breach by any Stockholder of any covenants or agreements contained in this Support Agreement will cause the Company and SICO to sustain damages for which it would not have an adequate remedy at law
for money damages, and therefore each of the parties hereto agrees that in the event of any such breach the Company and SICO shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable
relief in addition to any other remedy to which they may be entitled, at law or in equity. 
 11. Notwithstanding any other provision herein,
the obligations of each Stockholder set forth in this Support Agreement shall not be effective or binding until after such time as the Merger Agreement is executed and delivered by the Company, Merger Sub, SpinCo and SICO. This Support Agreement
shall terminate immediately upon the earlier of (a) termination of the Merger Agreement in accordance with its terms, (b) the Company Recommendation having been withdrawn or modified in a manner that would permit the Company to terminate
the Merger Agreement in accordance with its terms, and (c) the Effective Time. Upon such termination, this Support Agreement shall immediately become void, there shall be no liability hereunder on the part of any Stockholder and all rights and
obligations of the parties to this Support Agreement shall cease, in all cases so long as such Stockholder is not in breach of its covenants or agreements under this Support Agreement; provided, however, that Paragraphs 6 through 17 hereof shall
survive termination of this Support Agreement (it being understood that Section 10 shall survive solely to the extent necessary to effect the provisions of Sections 6, 7 and 8). 








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 12. Any notice, request, instruction or other document to be given hereunder by any party to the other
parties shall be in writing and shall be deemed to have been duly given on the next business day after the same is sent, if delivered personally or sent by telecopy or overnight delivery, or three calendar days after the same is sent, if sent by
registered or certified mail, return receipt requested, postage prepaid, as set forth below, or to such other persons or addresses as may be designated in writing in accordance with the terms hereof by the party to receive such notice. 

If to a Stockholder, to: 
 The address indicated for each
Stockholder on the signature page to this Support Agreement. 
 with a copy (which shall not constitute notice) to: 
 Bruce M. Smith 
 c/o Smith Investment
Company 
 11270 West Park Place 
 Milwaukee, WI 53224 
 Facsimile: 414-359-4198 
 with a copy (which shall not constitute notice) to: 
 Quarles & Brady LLP 
 411 East Wisconsin Avenue, Suite 2040 
 Milwaukee, Wisconsin 53202 
 Facsimile: 414-271-3552 
 Attention: Kenneth V. Hallett 
 If to SICO: 
 Smith Investment Company 
 11270 West Park
Place 
 Milwaukee, WI 53224 
 Facsimile: 414-359-4198 
 Attention: Bruce M. Smith 
 with a copy (which shall not constitute notice) to: 
 Latham & Watkins LLP 
 233 South Wacker Drive, Suite 5800 
 Chicago, Illinois 60606 
 Facsimile: 312-993-9767 
 Attention: Mark D. Gerstein 








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 with a copy (which shall not constitute notice) to: 
 Reinhart Boerner Van Deuren s.c. 
 1000
North Water Street, Suite 1700 
 Milwaukee, Wisconsin 53202 
 Facsimile: 414-298-8097 
 Attention: James M. Bedore 
 If to the Company: 
 A. O. Smith Corporation

 11270 West Park Place 
 Milwaukee, WI 53224 
 Facsimile: 414-359-7450 
 Attention: General Counsel 
 13. This Support Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without reference to principles of conflicts of law. The parties hereto (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of
Chancery of the State of Delaware (the “Court”) and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court
for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) agree that mailing of process or other papers in connection with such action, suit or proceeding in the manner provided in Paragraph 12 hereof or
in such other manner as may be permitted by law will have the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in
the Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

 14. This Support Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts but all such
counterparts shall together constitute one and the same Support Agreement. 
 15. This Support Agreement, together with the Merger Agreement
and the other agreements contemplated thereby, constitutes the entire agreement among the parties with respect to the subject matter of this Support Agreement and supersedes all prior written and oral and all contemporaneous oral agreements and
understandings with respect to the subject matter of this Support Agreement. 
 16. This Support Agreement may not be amended except by an
instrument in writing signed on behalf of all the parties. 








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 17. This Support Agreement is not intended to confer any rights or remedies upon any Person other than
the Parties to this Support Agreement. 
 [signature page follows] 








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 Please confirm that the foregoing correctly states the understanding between each Stockholder and SICO by
signing and returning to us a counterpart hereof. 
  

			
	 Very truly yours,

	
	 THE STOCKHOLDERS:

	
	 /s/ Arthur O. Smith

	Arthur O. Smith, individually
	
	 Address:
 740 East Bay Point Road
 Milwaukee, WI 53217-1350

	
	 /s/ Margaret B. Smith

	 Margaret B. Smith, individually

	
	 Address:
 740 East Bay Point Road
 Milwaukee, WI 53217-1350











 Page 9 
  


			
	 Arthur O. Smith III Trust dated 12/05/74
 Regina Smith Mallon Trust dated 12/05/74
 Maria L. Smith Trust dated 12/05/74
 Mark D. Smith Trust dated 12/05/74
 Dana K. Smith Trust dated 12/05/74
 Lucy W. Smith Trust u/a dated 12/29/52
 Robert Lewis Smith Family Trust dated
6/28/72
 Sierra Anne Steer Smith 2002 Trust dated 1/13/2003
 Lloyd David Smith 2003 Trust
 June E. Rhea Family Trust dated 1/5/71
 June Ellyn Rhea 1987 Trust
 Robin Rhea Family Trust dated 7/22/76
 June S. Rhea 1971 Revocable Trust f/b/o Lloyd Fay
 June S. Rhea 1971 Revocable
Trust f/b/o June Rhea
 June S. Rhea 1971 Revocable Trust f/b/o Robin Rhea
 June S. Rhea 1970 Trust f/b/o Lloyd Fay
 June S. Rhea 1970 Trust f/b/o June E. Rhea
 Lloyd Johns Fay Trust dated 11/6/74
 June Ellyn Rhea Trust dated 11/6/74
 Robin Rhea Trust dated 11/6/74
 June Rhea 1979 Family Trust f/b/o Lloyd Fay

 June Rhea 1979 Family Trust f/b/o June E. Rhea
 June Rhea 1979
Family Trust f/b/o Robin Robin

		
	By:	 	 /s/ Bruce M. Smith

		 	Bruce M. Smith, Trustee
		
		 	 /s/ Daniel M. Hess

		 	Daniel M. Hess, Trustee
	
	 Address:
 c/o Daniel M. Hess
 Foley & Lardner LLP
 777 East Wisconsin Avenue
 Milwaukee, WI 53202











 Page 10 
  


			
	 Taylor Benjamin Alt 2001 Trust
 Jonathon
Douglas Alt 2001 Trust
 L.B. Smith 1994 Trust
 Melissa Anne Smith
2003 Trust
 Amelia Paige McEneany Smith Minority Trust 6/24/96
 Amelia Paige McEneany Smith 1996 Trust 12/10/96
 Liam Quinn McEneany Smith 2000 Trust
 Alexandra Marie Smith 1987 Trust dated 11/06/87
 Alexandra Marie Smith Minority 1989 Trust 12/19/89
 Joshua Daniel Smith 1987 Trust dated 9/4/87
 Joshua Daniel Smith 1989 Minority
Trust dated 12/19/89
 Katherine Anne Smith 1988 Trust dated 12/23/88
 Katherine Anne Smith 1989 Minority Trust 12/19/89
 Anneliese Victoria Smith 1994 Trust
 Anneliese Victoria Smith 1994 Minority Trust
 Scott Gordon Linzmeyer 1987 Trust dated 3/10/87
 Scott Gordon Linzmeyer 1989 Minority Trust 12/19/89
 Lloyd E. Fay Irrevocable
2003 Trust

		
	By:	 	 /s/ Arthur O. Smith

		 	Arthur O. Smith, Trustee
		
		 	 /s/ Daniel M. Hess

		 	Daniel M. Hess, Trustee
	
	 Address:
 c/o Daniel M. Hess
 Foley & Lardner LLP
 777 East Wisconsin Avenue
 Milwaukee, WI 53202











 Page 11 
  


			
	Agnes G. Hummel Trust
		
	By:	 	 /s/ Arthur O. Smith

		 	Arthur O. Smith, Trustee
	
	 Address:
 740 E. Bay Point Road
 Milwaukee, WI 53217-1350

	
	 Robert Lewis Smith Trust u/a dated 11/12/52
 Roger Scott Smith Trust u/a dated 11/12/52
 Nancy Smith Linzmeyer Trust u/a dated 12/17/57

		
	By:	 	 /s/ Bruce M. Smith

		 	Bruce M. Smith, Trustee
		
		 	 /s/ Arthur O. Smith

		 	Arthur O. Smith, Trustee
		
		 	 /s/ Daniel M. Hess

		 	Daniel M. Hess, Trustee
	
	 Address:
 c/o Daniel M. Hess
 Foley & Lardner LLP
 777 East Wisconsin Avenue
 Milwaukee, WI 53202

	
	Bruce M. Smith Trust u/a dated 11/12/52
		
	By:	 	 /s/ Robert L. Smith

		 	Robert L. Smith, Trustee
		
		 	 /s/ Arthur O. Smith

		 	Arthur O. Smith, Trustee
		
		 	 /s/ Daniel M. Hess

		 	Daniel M. Hess, Trustee
	
	 Address:
 c/o Daniel M. Hess
 Foley & Lardner LLP
 777 East Wisconsin Avenue
 Milwaukee, WI 53202











 Page 12 
  


			
	Arthur O. Smith Revocable 1976 Trust
		
	By:	 	 /s/ Margaret B. Smith

		 	Margaret B. Smith, Trustee
		
		 	 /s/ Bruce M. Smith

		 	Bruce M. Smith, Trustee
		
		 	 /s/ Daniel M. Hess

		 	Daniel M. Hess, Trustee
	
	 Address:
 c/o Daniel M. Hess
 Foley & Lardner LLP
 777 East Wisconsin Avenue
 Milwaukee, WI 53202

	
	 Arthur O. Smith III Family Trust dated 12/29/76
 Mallon Family Trust
 Maria Lauren Smith Family Trust dated 12/27/79
 Mark Dean Smith Family Trust dated 8/12/82
 Dana K. Smith Family Trust dated 12/16/83

		
	By:	 	 /s/ Margaret B. Smith

		 	Margaret B. Smith, Trustee
		
		 	 /s/ Daniel M. Hess

		 	Daniel M. Hess, Trustee
	
	 Address:
 c/o Daniel M. Hess
 Foley & Lardner LLP
 777 East Wisconsin Avenue
 Milwaukee, WI 53202











 Page 13 
  


			
	 A.O. Smith Family 1973 Trust f/b/o Arthur O. Smith III
 A.O. Smith Family 1973 Trust f/b/o Maria L. Smith
 A.O. Smith Family 1973 Trust f/b/o Mark D. Smith
 A.O. Smith Family 1973 Trust f/b/o Dana K. Smith
 A.O. Smith Family 1973
Trust f/b/o Tracy Aaron Mallon

		
	By:	 	 /s/ Margaret B. Smith

		 	Margaret B. Smith, Trustee
		
		 	 /s/ Arthur O. Smith

		 	Arthur O. Smith, Trustee
	
	 Address:
 740 E. Bay Point Road
 Milwaukee, WI 53217-1350

	
	Bruce M. Smith Family Trust u/a dated 6/01/72
		
	By:	 	 /s/ Robert L. Smith

		 	Robert L. Smith, Trustee
		
		 	 /s/ Daniel M. Hess

		 	Daniel M. Hess, Trustee
	
	 Address:
 c/o Daniel M. Hess
 Foley & Lardner LLP
 777 East Wisconsin Avenue
 Milwaukee, WI 53202











 Page 14 
  


			
	 Jessica A. Mallon Minority Trust dated 12/27/83
 Robert A. Mallon Minority Trust dated 12/27/83
 Tracy A. Mallon 1987 Trust dated 4/15/87
 Lindsay Smith 1987 Trust dated 5/22/87
 Megan Elizabeth Smith 1987 Trust dated
12/12/87
 Jennifer Katherine Smith 1994 Trust dated 5/17/94

		
	By:	 	 /s/ A. O. Smith III

		 	A. O. Smith III, Trustee
		
		 	 /s/ Daniel M. Hess

		 	Daniel M. Hess, Trustee
	
	 Address:
 c/o Daniel M. Hess
 Foley & Lardner LLP
 777 East Wisconsin Avenue
 Milwaukee, WI 53202

	
	 Theresa Marie Banghart 1999 Trust dated 12/06/99
 Rebecca A. Banghart 1999 Trust dated 12/06/99

		
	By:	 	 /s/ Daniel M. Hess

		 	Daniel M. Hess, Trustee
		
		 	 /s/ Elizabeth Smith

		 	Elizabeth Smith, Trustee
	
	 Address:
 c/o Daniel M. Hess
 Foley & Lardner LLP
 777 East Wisconsin Avenue
 Milwaukee, WI 53202











 Page 15 
  


			
	 Arthur Oliver Smith IV 1999 Trust dated 12/07/99
 Elizabeth Carter Smith 1999 Trust dated 12/07/99
 Katherine Lee Smith 1999 Trust dated 12/07/99

		
	By:	 	 /s/ Mark Dean Smith

		 	Mark Dean Smith, Trustee
		
		 	 /s/ Daniel M. Hess

		 	Daniel M. Hess, Trustee
	
	 Address:
 c/o Daniel M. Hess
 Foley & Lardner LLP
 777 East Wisconsin Avenue
 Milwaukee, WI 53202

	
	 Roger Scott Smith Family Trust u/a dated 6/29/72
 Nancy Smith Linzmeyer Family Trust u/a dated 9/27/73

		
	By:	 	 /s/ Daniel M. Hess

		 	Daniel M. Hess, Trustee
	
	 Address:
 c/o Daniel M. Hess
 Foley & Lardner LLP
 777 East Wisconsin Avenue
 Milwaukee, WI 53202











 Page 16 
  


			
	Confirmed as of the date
	 first above written:

	
	SMITH INVESTMENT COMPANY
	
	 By: /s/ Bruce M. Smith

	
	 Name: Bruce M. Smith

	
	 Title: Chairman, President and CEO

	
	A. O. SMITH CORPORATION
		
	 By:
	 	/s/ James F. Stern


			
		
	Name:	 	James F. Stern


			
		
	Title:	 	 Executive Vice President, General
 Counsel and
Secretary