SMITH A O CORP — Director's Dealing 2010

Feb 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2010-02-09

Reporting Person: JONES PAUL W (Director, Chair, Pres. and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-09	Common Stock	M	21100	$42.82	Acquired	85144	Direct
2010-02-09	Common Stock	F	9327	$42.82	Disposed	75817	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-09	Phantom Stock	$	M	21100	Disposed		Common Stock (21100)	Direct

Footnotes

F1: 21,100 shares of phantom stock were granted on February 9, 2007, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The 21,100 shares of phantom stock vested on February 9, 2010. As a result of vesting, the Company is obligated to deliver 21,100 shares of Common Stock to the reporting Person.