SMITH A O CORP — Director's Dealing 2009

Feb 10, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2009-02-09

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-09	Employee Stock Options (Right to Buy)	$28.505	A	8800	Acquired	2019-02-09	Common Stock (8800)	Direct
2009-02-09	Restricted Stock Units	$28.505	A	2500	Acquired		Common Stock (2500)	Direct

Footnotes

F1: The employee stock options were granted on 02/09/2009 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 02/09/2010.

F2: The restricted stock units were granted on 02/09/2009 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units become payable in Common Stock on the vesting date of 02/09/2012.