Early Retirement Agreement

Exhibit 10.j

AGREEMENT

THIS AGREEMENT, by and between A. O. Smith Corporation, a Delaware corporation, hereinafter referred to as " A. O. Smith" and W. David Romoser, an individual, hereinafter referred to as " Romoser" .

WHEREAS, Romoser is currently employed by A.O. Smith in the capacity of Senior Vice President, General Counsel and Secretary of A. O. Smith Corporation; and WHEREAS, Romoser desires to retire and terminate the employment relationship with A. O. Smith and A. O. Smith deems it necessary for Romoser to remain available as needed through December 31, 2008 to assist in business and legal matters;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

1. Romoser will resign as the Senior Vice President, General Counsel and Secretary of A. 0. Smith Corporation effective May 31, 2007, and will retire from A. O. Smith effective July 15, 2007.

2. Romoser and A. O. Smith shall enter into the Consulting Agreement attached as Exhibit 1 to allow A. O. Smith to have the services of Romoser to assist in pending business and legal matters through December 31, 2008.

3. A. O. Smith agrees to continue group health and dental insurance coverage for Romoser and his eligible dependents through October 31, 2008, provided Romoser pays the applicable employee contribution toward the coverage. A. O. Smith' s medical coverage will become secondary to Medicare on January 1, 2008 with respect to the coverage for Romoser' s spouse based on her Medicare eligibility. A. O. Smith will reimburse Romoser for the Part B Medicare premium paid on behalf of Romoser' s spouse for the period January 1, 2008 through October 31, 2008. Effective August 1, 2008, A. O. Smith' s medical coverage for Romoser will become secondary to Medicare based on his attainment of age 65 on July 12, 2008. A. O. Smith will reimburse Romoser for his Part B Medicare premium during the period August 1, 2008 through October 31, 2008. 4. Romoser shall be eligible to receive company matching contributions in the Profit Sharing Retirement Plan for the portion of 2007 he worked provided he has an account in the plan on December 31, 2007 with an account balance equal to or greater than the amount he contributed to the plan in 2007.


1 5. Romoser shall be eligible to receive an annual bonus under the A. O. Smith Combined Executive Incentive Compensation Plan for 2007 computed as if he had participated in the plan through December 31, 2007.

6. Romoser shall be eligible for the use of his current company leased car until December 31, 2007. At such time, he shall have the option of returning the car or purchasing the car per the normal lease agreement. During his use of the company leased car,

A. O. Smith shall maintain all existing collision, comprehensive and liability insurance on the car, and Romoser shall be responsible for all operating and maintenance costs.

7. The payment by A. O. Smith of fees and dues for club membership Romoser currently is provided will be continued through December 31, 2007. 8. A. O. Smith agrees to continue its practice of reimbursing Romoser for the income taxes due on the imputed or reportable income related to A. O. Smith' s payment of club fees and dues, and lease payments on the company car.

9. The payment of Romoser' s supplemental monthly pension benefit and the roll out of his split dollar life insurance policies shall be delayed until February 2008 as required under Section 409A of the Internal Revenue Code. Calculation of the amounts due shall be based on a retirement date of July 15, 2007, with a benefit commencement date of August 1, 2007. 10. Romoser agrees to release and forever discharge A. O. Smith Corporation and any of their affiliated companies, their officers, directors and employees of and from any and all claims, demands, rights, liabilities and causes of action of whatsoever kind or nature, arising out of or in connection with his employment. This release specifically encompasses all claims of employment discrimination based on race, color, religion, sex and national origin under Title VII of the ...