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: STERN JAMES F (Exec VP, General Counsel & Sec)

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	8500	Acquired	2021-02-07	Common Stock (8500)	Direct
2011-02-07	Restricted Stock Units	$43.115	A	3300	Acquired		Common Stock (3300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4747	Direct

Footnotes

F1: On November 15, 2010, the common stock of A. O. Smith Corporation split 3-for-2, resulting in the reporting person's ownership of 1,582 additional shares of common stock.

F2: The employee stock options were granted on 02/07/2011 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 02/07/2012.

F3: On November 15, 2010, the common stock of A. O. Smith Corporation split 3-for-2, resulting in the reporting person's ownership of 25,500 additional employee stock options.

F4: The restricted stock units were 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 02/078/2014.

F5: On November 15, 2010, the common stock of A. O. Smith Corporation split 3-for-2, resulting in the reporting person's ownership of 6,700 additional restricted stock units.