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SMITH A O CORP Director's Dealing 2006

Nov 16, 2006

30593_dirs_2006-11-16_d39a5f8e-88df-4322-8016-f11aebd92e80.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2006-11-15

Reporting Person: ROMOSER W DAVID (Senior VP, Gen. Counsel & Sec)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-11-15 Common Stock M 2625 $29.0313 Acquired 67662 Direct
2006-11-15 Common Stock M 8725 $13.563 Acquired 76387 Direct
2006-11-15 Common Stock M 8050 $15.135 Acquired 84437 Direct
2006-11-15 Common Stock M 4675 $26.88 Acquired 89112 Direct
2006-11-15 Common Stock M 4475 $28.70 Acquired 93587 Direct
2006-11-15 Common Stock S 37050 $38.00 Disposed 56537 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-11-15 Employee Stock Options (Right to Buy) $29.0313 M 2625 Disposed 2009-10-13 Common Stock (2625) Direct
2006-11-15 Employee Stock Options (Right to Buy) $13.563 M 8725 Disposed 2010-10-10 Common Stock (8725) Direct
2006-11-15 Employee Stock Options (Right to Buy) $15.135 M 8050 Disposed 2011-10-09 Common Stock (8050) Direct
2006-11-15 Employee Stock Options (Right to Buy) $26.88 M 4675 Disposed 2012-10-11 Common Stock (4675) Direct
2006-11-15 Employee Stock Options (Right to Buy) $28.70 M 4475 Disposed 2013-10-07 Common Stock (4475) Direct

Footnotes

F1: The exercises reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 10, 2006.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 10, 2006.

F3: Granted on October 13, 1999, under the A. O. Smith Corporation Long-Term Executive Incentive Compensation Plan, a Rule 16b-3 Plan.

F4: Granted on October 10, 2000, under the A. O. Smith Corporation Long-Term Executive Incentive Compensation Plan, a Rule 16b-3 Plan.

F5: Granted on October 9, 2001, under the A. O. Smith Corporation Long-Term Executive Incentive Compensation Plan, a Rule 16b-3 Plan.

F6: Granted on October 11, 2002, under the A. O. Smith Combined Executive Incentive Compensation Plan, a Rule 16b-3 Plan.

F7: Granted on October 7, 2003, under the A. O. Smith Combined Executive Incentive Compensation Plan, a Rule 16b-3 Plan.