SMITH A O CORP — Director's Dealing 2008

Feb 12, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2008-02-11

Reporting Person: MURPHY TERRY M (Executive Vice President & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-11	Employee Stock Options (Right to Buy)	$35.64	A	15700	Acquired	2018-02-11	Common Stock (15700)	Direct
2008-02-11	Phantom Stock (Restricted Stock Units)	$35.64	A	6500	Acquired		Common Stock (6500)	Direct

Footnotes

F1: The employee stock options were granted on 02/11/2008 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exercisable in three annual installments of 1/3 of the award starting on 02/11/2009.

F2: The phantom stock was granted on 02/11/2008 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The shares of phantom stock become payable in Common Stock on the vesting date of 02/11/2011.