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: BEDNAR RANDALL S (Senior Vice President - CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-09	Common Stock	M	1800	$42.82	Acquired	8716	Direct
2010-02-09	Common Stock	F	701	$42.82	Disposed	8015	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-09	Phantom Stock	$	M	1800	Disposed		Common Stock (1800)	Direct

Footnotes

F1: 1,800 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 1,800 shares of phantom stock vested on February 9, 2010. As a result of vesting, the Company is obligated to deliver 1,800 shares of Common Stock to the reporting Person.