SMITH A O CORP — Director's Dealing 2009

Oct 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2009-10-20

Reporting Person: BEDNAR RANDALL S (Senior Vice President - CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-20	Common Stock	M	19300	$15.135	Acquired	26216	Direct
2009-10-20	Common Stock	M	11200	$26.88	Acquired	37416	Direct
2009-10-20	Common Stock	M	10700	$28.70	Acquired	48116	Direct
2009-10-20	Common Stock	S	11881	$43.50	Disposed	36235	Direct
2009-10-20	Common Stock	S	900	$43.51	Disposed	35.335	Direct
2009-10-20	Common Stock	S	418	$43.52	Disposed	34917	Direct
2009-10-20	Common Stock	S	700	$43.53	Disposed	34217	Direct
2009-10-20	Common Stock	S	400	$43.54	Disposed	33817	Direct
2009-10-20	Common Stock	S	2305	$43.55	Disposed	31512	Direct
2009-10-20	Common Stock	S	2100	$43.56	Disposed	29412	Direct
2009-10-20	Common Stock	S	1995	$43.57	Disposed	27417	Direct
2009-10-20	Common Stock	S	400	$43.58	Disposed	27017	Direct
2009-10-20	Common Stock	S	500	$43.59	Disposed	26517	Direct
2009-10-20	Common Stock	S	900	$43.60	Disposed	25617	Direct
2009-10-20	Common Stock	S	200	$43.61	Disposed	25417	Direct
2009-10-20	Common Stock	S	500	$43.62	Disposed	24917	Direct
2009-10-20	Common Stock	S	1894	$43.63	Disposed	23023	Direct
2009-10-20	Common Stock	S	600	$43.64	Disposed	22423	Direct
2009-10-20	Common Stock	S	500	$43.65	Disposed	21923	Direct
2009-10-20	Common Stock	S	400	$43.66	Disposed	21523	Direct
2009-10-20	Common Stock	S	300	$43.67	Disposed	21223	Direct
2009-10-20	Common Stock	S	300	$43.68	Disposed	20923	Direct
2009-10-20	Common Stock	S	272	$43.69	Disposed	20651	Direct
2009-10-20	Common Stock	S	400	$43.70	Disposed	20251	Direct
2009-10-20	Common Stock	S	300	$43.71	Disposed	19951	Direct
2009-10-20	Common Stock	S	1000	$43.72	Disposed	18951	Direct
2009-10-20	Common Stock	S	2300	$43.73	Disposed	16651	Direct
2009-10-20	Common Stock	S	600	$43.74	Disposed	16051	Direct
2009-10-20	Common Stock	S	500	$43.75	Disposed	15551	Direct
2009-10-20	Common Stock	S	1100	$43.76	Disposed	14451	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-20	Employee Stock Options (Right to Buy)	$15.135	M	19300	Disposed	2011-10-09	Common Stock (19300)	Direct
2009-10-20	Employee Stock Options (Right to Buy)	$26.88	M	11200	Disposed	2012-10-11	Common Stock (11200)	Direct
2009-10-20	Employee Stock Options (Right to Buy)	$28.70	M	10700	Disposed	2013-10-07	Common Stock (10700)	Direct

Footnotes

F1: Granted on 10/09/2001 under the A. O. Smith Corporation Long-Term Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3.

F2: Granted on 10/11/2002 under the A. O. Smith Combined Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3.

F3: Granted on 10/07/2003 under the A. O. Smith Combined Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3.