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

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	60000	Acquired	2021-02-07	Common Stock (60000)	Direct
2011-02-07	Restricted Stock Units	$43.115	A	23000	Acquired		Common Stock (23000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	111475	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 37,158 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 175,350 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 02/07/2014.

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 36,700 additional restricted stock units.