SMITH A O CORP — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2011-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	M	9750	$42.2197	Acquired	40967	Direct
2011-02-11	Common Stock	S	4293	$42.2197	Disposed	36674	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Restricted Stock Units	$	M	9750	Disposed		Common Stock (9750)	Direct

Footnotes

F1: 9,750 Restricted Stock Units were granted on 02/11/2008, under the A. O. Smith Combined Incentive Compensation Plan, a transaction excempt under Rule 16b-3. 9,750 Restricted Stock Units vested on 02/11/2011. As of result of vesting, the Company is obligated to deliver 9,750 shares of Common Stock to the reporting person.

F2: The reporting person sold these shares to obtain funds to pay the withholding taxes due as a result of the vesting of the restricted stock units described in footnote (1).