SMITH A O CORP — Director's Dealing 2011

Feb 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2011-02-07

Reporting Person: Heideman Robert J (Senior VP Corporate Technology)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-07	Employee Stock Options (Right to Buy)	$43.115	A	4000	Acquired	2021-02-07	Common Stock (4000)	Direct
2011-02-07	Restricted Stock Units	$43.115	A	1500	Acquired		Common Stock (1500)	Direct

Footnotes

F1: The employee stock options wre granted on 02/07/2011 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exerciable in three annual installments of 1/3 of the award starting on 02/07/2012.

F2: The restricted stock units wre granted on 02/07/2011 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 02/07/2014.