SUMMARY OF DIRECTORS’ COMPENSATION
Effective July 12, 2010, compensation paid to non-employee directors of A. O. Smith Corporation is as follows:
The foregoing does not reflect any changes to previously disclosed compensation for non-employee directors, except that
effective July 12, 2010, A. O. Smith Corporation’s Board of Directors, upon recommendation of the Nominating and Governance
Committee, increased the annual retainer for the chairperson of the Audit Committee from $10,000 to $15,000 and established an
annual retainer for the presiding director of $20,000.
An annual cash retainer of $35,000, payable quarterly in advance, and $90,000 paid in A. O. Smith Corporation
A fee of $1,500 for each board, committee and annual shareholder meeting attended; $3,000 for each Investment
Policy Committee meeting.
A fee of $500 for each telephonic board and committee meeting.
A new director orientation meeting fee of $1,500.
An annual retainer of $5,000 for Audit Committee members and $3,000 for the members of the Investment Policy
Committee, Nominating and Governance Committee and Personnel and Compensation Committee.
An annual retainer of $15,000 for the chairperson of the Audit Committee and $10,000 for the chairpersons of each of
the Investment Policy Committee, Nominating and Governance Committee and Personnel and Compensation
An annual retainer of $20,000 for the presiding director.