Edgar Filing: SMITH A O CORP

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

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or Section 240.14a-12

A. O. Smith Corporation
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(Name of Registrant as Specified in Its Charter)

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[AO SMITH CORPORATION LOGO]

P.O. BOX 245009
MILWAUKEE, WI 53224-9509

NOTICE AND PROXY STATEMENT

NOTICE OF 2003 ANNUAL MEETING OF STOCKHOLDERS

PLEASE TAKE NOTICE that the annual meeting of the stockholders of A. O.
SMITH CORPORATION ("Company") will be held on Monday, April 7, 2003, at 10:30
A.M., Eastern Time, at the Hotel du Pont, 11th and Market Streets, Wilmington,
Delaware, for the following purposes:

(1) To elect four directors chosen by the holders of Class A Common Stock.

(2) To elect two directors chosen by the holders of Common Stock.

(3) To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for 2003.

(4) To transact such other business and act upon such other matters which
may properly come before the meeting or any adjournments thereof.

Only holders of record of the Class A Common Stock and the Common Stock of
the Company at the close of business on February 26, 2003, will be entitled to
notice of and to vote at the meeting. The list of stockholders entitled to vote
at the meeting will be available at our offices at 11270 West Park Place,
Milwaukee, Wisconsin, as of March 24, 2003, for examination by stockholders for
purposes related to the meeting.

YOU ARE INVITED TO ATTEND THE MEETING IN PERSON; HOWEVER, EVEN IF YOU PLAN
TO ATTEND THE MEETING IN PERSON, PLEASE TAKE A FEW MINUTES TO COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU
ARE A SHAREHOLDER OF RECORD (YOUR SHARES ARE IN YOUR NAME), THEN YOU ALSO MAY
VOTE YOUR SHARES VIA THE TELEPHONE BY ACCESSING THE TOLL-FREE NUMBER INDICATED
ON YOUR PROXY CARD OR VIA THE INTERNET BY ACCESSING THE WORLDWIDE WEBSITE
INDICATED ON YOUR PROXY CARD. IF YOU ATTEND THE MEETING, THEN YOU MAY REVOKE
YOUR PROXY AND VOTE YOUR SHARES IN PERSON. YOUR ATTENTION IS DIRECTED TO THE
PROXY STATEMENT ENCLOSED WITHIN.

W. David Romoser
Secretary
March 5, 2003

[AO SMITH CORPORATION LOGO]
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P.O. BOX 245009
MILWAUKEE, WI 53224-9509
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PROXY STATEMENT
GENERAL INFORMATION

This proxy statement is furnished to stockholders of A. O. Smith
Corporation ("Company") in connection with the solicitation by its Board of
Directors of proxies for use at the annual meeting of stockholders of the
Company to be held on April 7, 2003, at 10:30 A.M., Eastern Time, at the Hotel
du Pont, 11th and Market Streets, Wilmington, Delaware.

The record date for stockholders entitled to notice of and to vote at the
meeting is the close of business on February 26, 2003 (the "Record Date"). As of
the Record Date, the Company had issued 8,586,792 shares of Class A Common
Stock, par value $5 per share, 8,554,197 shares of which were outstanding and
entitled to one vote each for Class A Common Stock directors and other matters.
As of the Record Date, the Company had issued 23,962,570 shares of Common Stock,
par value $1 per share, 20,485,726 shares of which were outstanding and entitled
to one vote each for Common Stock directors and one-tenth (1/10th) vote each for
other matters.

The Notice of 2003 Annual Meeting of Stockholders, this proxy statement,
form of proxy card and the Company's 2002 Annual Report are being mailed on or
about March 5, 2003, to each stockholder of the Company at the holder's address
of record.

Under the Company's Restated Certificate of Incorporation, as long as the
number of outstanding shares of Common Stock is at least 10% of the aggregate
number of outstanding shares of Class A Common Stock, the holders of the Class A
Common Stock and holders of the Common Stock vote as separate classes in the
election of directors. The holders of the Common Stock are entitled to elect, as
a class, 25% of the entire Board of Directors of the Company, and the holders of
Class A Common Stock are entitled to elect the remainder of the Board.
Stockholders are entitled to one vote per share in the election of directors for
their class of stock.

A majority of the outstanding shares entitled to vote must be represented
in person or by proxy at the meeting in order to constitute a quorum for
purposes of holding the annual meeting. The voting by stockholders at the
meeting is conducted by the inspectors of election. Abstentions and broker
nonvotes are counted as present in determining whether the quorum requirement is
met.

Directors are elected by a plurality of the votes cast, by proxy or in
person, with the holders voting as separate classes. A plurality of votes means
that the nominees who receive the greatest number of votes cast are elected as
directors. Consequently, any shares that are not voted, whether by abstention,
broker nonvotes or otherwise, will have no effect on the election of directors.

For all other matters considered at the meeting, both classes of stock vote
together as a single class, with the Class A Common Stock entitled to one vote
per share and the Common Stock entitled to one-tenth (1/10th) vote per share.
Each such other matter is approved if a majority of the votes present or
represented at the meeting are cast in favor of the matter. On such other
matters, an abstention will have the same effect as a "no" vote but, because
shares held by brokers will not be considered entitled to vote on matters as to
which the brokers withhold authority, a broker nonvote will have no effect on
the vote.

The enclosed proxy is solicited by and on behalf of the Board of Directors
of the Company. A proxy may be revoked by the person giving it at any time
before the exercise thereof by delivering written notice of revocation or a duly
executed proxy bearing a later date to the Secretary of the Company or by
attending the meeting and voting in person. All valid proxies not revoked will
be voted unless marked to abstain. Where a choice is specified

on a proxy, the shares represented by such proxy will be voted in accordance
with the specification made. If no instruction is indicated, then the shares
will be voted FOR proposals (1) through (3) set forth in the accompanying
notice.

The cost of soliciting proxies, including preparing, assembling and mailing
the notice of meeting, proxy statement, form of proxy and other soliciting
materials, as well as the cost of forwarding such material to the beneficial
owners of stock, will be paid by the Company. In addition to solicitation by
mail, directors, officers, regular employees of the Company and others may also,
but without compensation other than their regular compensation, solicit proxies
personally or by telephone or other means of electronic communication. The
Company may reimburse brokers and others holding stock in their names or in the
names of nominees for their reasonable out-of-pocket expenses in sending proxy
material to principals and beneficial owners.

Pursuant to the rules of the Securities and Exchange Commission, services
that deliver the Company's communications to stockholders that hold their stock
through a bank, broker or other holder of record may deliver to multiple
stockholders sharing the same address a single copy of the Company's 2002 Annual
Report and this proxy statement. Upon written or oral request, the Company will
promptly deliver a separate copy of the Company's 2002 Annual Report and/or this
proxy statement to any stockholder at a shared address to which a single copy of
each document was delivered. Stockholders may notify the Company of their
requests by calling or writing Craig Watson, Director of Investor Relations, A.
O. Smith Corporation, P.O. Box 245008, Milwaukee, Wisconsin 53224-9508; (414)
359-4009.

TABLE OF CONTENTS

PRINCIPAL STOCKHOLDERS...................................... 4
ELECTION OF DIRECTORS....................................... 5
BOARD COMMITTEES............................................ 6
DIRECTOR COMPENSATION....................................... 7
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT.............. 7
EXECUTIVE COMPENSATION...................................... 8
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION............................................. 11
BOARD PERSONNEL AND COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION.................................... 11
PERFORMANCE GRAPH........................................... 13
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT....................................................... 14
REPORT OF THE AUDIT COMMITTEE............................... 14
APPOINTMENT OF INDEPENDENT AUDITORS......................... 15
DATE FOR STOCKHOLDER PROPOSALS.............................. 15

PRINCIPAL STOCKHOLDERS

The following table shows persons who may be deemed to be beneficial owners
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
more than 5% of any class of the Company's stock. Unless otherwise noted, the
table reflects beneficial ownership as of December 31, 2002.

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------------- ------------------- -------------------- --------

Class A Smith Investment Company* 8,067,252 94.21%
Common Stock P.O. Box 245011
Milwaukee, WI 53224-9511(1)

Common Stock Smith Investment Company 1,559,076(2) 7.61%(2)
P.O. Box 245011
Milwaukee, WI 53224-9511(1)

Common Stock Dimensional Fund Advisors Inc. 1,117,600(3) 5.46%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

Common Stock Perkins, Wolf, McDonnell & Company 2,293,650(4) 11.20%
310 S. Michigan Ave., Suite 2600
Chicago, IL 60604

Common Stock T. Rowe Price Associates Inc. 2,290,600(5) 11.19%
100 East Pratt Street
Baltimore, MD 21202

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* Throughout the balance of the proxy statement, Smith Investment Company is
referred to as "SICO".

(1) Arthur O. Smith and Lloyd B. Smith are co-filers with SICO on the Schedule
13G that SICO has filed with the Securities and Exchange Commission.

(2) Pursuant to the Company's Restated Certificate of Incorporation, Class A
Common Stock is convertible at any time at the option of the holder into
Common Stock on a share-for-share basis. For purposes of computing
beneficial ownership of SICO's Common Stock, assuming that all Class A
Common Stock held by SICO was converted into Common Stock, SICO's beneficial
ownership of the Common Stock is 9,626,328 shares, which represents 33.7% of
the class of Common Stock.

(3) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manager to
certain other commingled group trusts and separate accounts. These
investment companies, trusts and accounts are the "Funds". In its role as
investment advisor or manager, Dimensional possesses sole voting power and
sole dispositive power with respect to 1,117,600 shares. For purposes of the
reporting requirements of the Securities and Exchange Act of 1934,
Dimensional may be deemed to be the beneficial owner of the shares held by
the Funds. However, Dimensional disclaims beneficial ownership of such
securities.

(4) Perkins, Wolf, McDonnell & Company has sole voting power and sole
dispositive power with respect to 8,050 shares and shared voting power and
shared dispositive power with respect to 2,285,600 shares.

(5) These securities are owned by various individual and institutional
investors, including T. Rowe Small-Cap Stock Fund, Inc. (which owns
1,520,700 shares, representing 7.43% of the shares outstanding). T. Rowe
Price Associates, Inc. ("Price Associates") serves as investment adviser
with power to direct investments and/or sole power to vote the securities.
For purposes of the reporting requirements of the Securities Exchange Act of
1934, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.

Information on beneficial ownership is based upon Schedules 13D or 13G
filed with the Securities and Exchange Commission and any additional information
that any beneficial owners may have provided to the Company.

ELECTION OF DIRECTORS

Six directors are to be elected to serve until the next succeeding annual
meeting of stockholders and thereafter until their respective successors shall
be duly elected and qualified. Owners of Class A Common Stock are entitled to
elect four directors and owners of Common Stock are entitled to elect the two
remaining directors.

It is intended that proxies hereby solicited will be voted for the election
of the nominees named below. Proxies will not be voted for a greater number of
persons than the six nominees named below. All nominees have consented to being
named in the proxy statement and to serve if elected. If any nominee for
election as a director shall become unavailable to serve as a director, then
proxies will be voted for such substitute nominee as the Board of Directors may
nominate.

The following information has been furnished to the Company by the
respective nominees for director. Each nominee has been principally engaged in
the employment indicated for the last five years unless otherwise stated.

NOMINEES -- CLASS A COMMON STOCK

RONALD D. BROWN -- Chairman and Chief Executive Officer, Milacron Inc.

Mr. Brown, 49, was elected a director of the Company in 2001. He is a
member of the Personnel and Compensation Committee of the Board. Mr. Brown
became chairman and chief executive officer of Milacron Inc. on June 1, 2001. He
previously was president from September, 1999 through 2002; chief operating
officer from September, 1999 through May 31, 2001; and has been on the Board of
Directors of Milacron Inc. since November, 1999. Mr. Brown served as chief
financial officer of Milacron Inc. from 1993 through 1999. He joined Milacron
Inc. in 1980. Milacron is a global leader in plastic processing and metalworking
technologies.

ROBERT J. O'TOOLE -- Chairman of the Board, President and Chief Executive
Officer.

Mr. O'Toole, 62, became chairman of the board in 1992. He is a member of
the Investment Policy Committee of the Board. He was elected chief executive
officer in March, 1989. He was elected president, chief operating officer and a
director in 1986. Mr. O'Toole joined the Company in 1963. He is a director of
Briggs & Stratton Corporation, Factory Mutual Insurance Company, Marshall &
Ilsley Corporation and Sensient Technologies Corporation.

BRUCE M. SMITH -- Chairman of the Board, President and Chief Executive
Officer of Smith Investment Company.

Mr. Smith, 54, has been a director of the Company since 1995. He is a
member of the Investment Policy Committee and the Personnel and Compensation
Committee of the Board. He was elected chairman and chief executive officer of
SICO on January 29, 1999, and was elected president of SICO in 1993. SICO is a
diversified company which, through its wholly-owned subsidiaries, is involved in
multicolor printing and related services and commercial warehousing, trucking
and packaging. He was executive vice president of A. O. Smith Water Products
Company, a division of the Company, from 1991 through June, 1993 and managing
director of A. O. Smith Electric Motors (Ireland) Ltd., a subsidiary of the
Company, from 1988 to 1991. Mr. Smith originally joined the Company in 1978. Mr.
Smith is a director of SICO. Mr. Smith is a first cousin of Mr. Mark D. Smith.

MARK D. SMITH -- Business Manager, Strattec Security Corporation.

Mr. Smith, 41, was elected a director of the Company in 2001. He is a
member of the Audit Committee of the Board. He has served as a product business
manager for Strattec Security Corporation since 1997. Strattec Security
Corporation designs, develops, manufactures and markets mechanical locks,
electro-mechanical locks and related security products for major automotive
manufacturers. From 1994 to 1997, Mr. Smith was an operations manager of A. O.
Smith Automotive Products Company, a former division of the Company. Mr. Smith
is a first cousin of Mr. Bruce M. Smith.

NOMINEES -- COMMON STOCK

WILLIAM F. BUEHLER -- Retired Vice Chairman of the Board of Directors,
Xerox Corporation.

Mr. Buehler, 63, was elected a director of the Company in 1998. He is the
chairperson of the Personnel and Compensation Committee of the Board. Mr.
Buehler was vice chairman of the board of directors and president-Industry
Solutions Operations of Xerox Corporation from April of 1999 through 2000. He
joined Xerox Corporation in 1991 as executive vice president and chief staff
officer. Xerox Corporation is a leader in the global document market, providing
document solutions that enhance business productivity. Prior to joining Xerox,
he spent 27 years with AT&T Corporation. Mr. Buehler is a director of Quest
Diagnostics.

KATHLEEN J. HEMPEL -- Former Vice Chairman and Chief Financial Officer,
Fort Howard Corporation.

Ms. Hempel, 52, was elected a director of the Company in 1998. She is the
chairperson of the Audit Committee of the Board. Ms. Hempel was vice chairman
and chief financial officer of Fort Howard Corporation from 1992 until its
merger into Fort James Corporation in 1997. Ms. Hempel joined Fort Howard
Corporation in 1973. Fort Howard Corporation manufactured paper and paper
products. She is also a director of Oshkosh Truck Corporation, Whirlpool
Corporation, Kennametal Corporation and Actuant Corporation.

BOARD COMMITTEES

The Board of Directors of the Company serves as a committee of the whole
for designating nominees for election as director. The Board of Directors will
consider written recommendations directed to the Chairman from stockholders
concerning nominees for director. The Board of Directors has three standing
Committees: the Personnel and Compensation Committee, the Investment Policy
Committee and the Audit Committee.

In 2002, the Personnel and Compensation Committee held four meetings, the
Investment Policy Committee held four meetings and the Audit Committee met four
times and additionally held three telephonic meetings.

The Personnel and Compensation Committee is responsible for establishing
and administering the Company's compensation and benefit plans for officers,
executives and management employees, including the determination of eligibility
for participation in such plans. The Committee consists of three members, each
of whom is an outside director of the Company. It determines the compensation to
be paid to officers and certain other selected executives. The Investment Policy
Committee is responsible for investment policy and certain other matters for all
Company retirement funds and other employee benefit funds. The Committee
consists of three members, two of whom are outside directors of the Company. The
Audit Committee selects the firm that will act as independent auditors for the
Company and has the responsibility to review audit procedures and the internal
controls of the Company. The Audit Committee operates under a charter which was
approved by the Board of Directors. The Committee consists of three members,
each of whom is an outside director of the Company. The Board of Directors,
pursuant to the rules of the New York Stock Exchange, has determined that (a)
all of the members of the Audit Committee have no relationship to the
Corporation that may interfere with the exercise of their independence from
management and the Corporation; (b) each of the Audit Committee members is
financially literate, as such qualification is interpreted in the Board's
business judgment; and (c) one or more members of the Audit Committee possess
accounting or related financial management expertise, as such qualification is
interpreted in the Board's business judgment.

DIRECTOR COMPENSATION

With respect to fiscal 2002, directors received an annual retainer, paid
quarterly, in the amount of $20,000 and the award of shares of Common Stock with
a market value of $10,000 on the date of its award. Directors also received
$1,200 for attendance at each Board meeting, plus expenses and received $500 for
each telephonic Board and Committee meeting. Each Audit and Personnel and
Compensation Committee member received $3,000, and the chairperson of each
received $4,000 annually; Committee members also received $1,000 per meeting,
plus expenses. Each Investment Policy Committee member received $3,000, and the
chairperson received $4,000 annually; Committee members also received $2,000 per
meeting, plus expenses. Directors who are employees of the Company are not
compensated for service as directors or Committee members or for attendance at
Board or Committee meetings. During 2002, a total of five regular meetings and
one special meeting of the Board of Directors were held; all directors attended
at least 75% of the number of Board meetings and Committee meetings, in the
aggregate, on which the director served as a member.

Certain directors have elected to defer payment of their fees and receipt
of Common Stock shares under the Corporate Directors' Deferred Compensation Plan
(the "Directors' Plan"). The Directors' Plan allows directors to defer all or a
portion (not less than 50%) of their fees until a later date, but not later than
the year in which age 71 is attained. Payments can be made in a lump sum or in
not more than ten annual installments.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table shows, as of December 31, 2002, the Class A Common
Stock and Common Stock of the Company and the Class A Common Stock and Common
Stock options exercisable on or before March 1, 2003, beneficially owned by each
director, each nominee for director, each named executive officer in the Summary
Compensation Table and by all directors and executive officers as a group.

AMOUNT AND NATURE OF PERCENT
NAME TYPE OF STOCK** BENEFICIAL OWNERSHIP(1) OF CLASS
---- --------------- ----------------------- --------

Glen R. Bomberger Common Stock 255,295 shares 1.25%
Ronald D. Brown Common Stock 1,570 shares *
William F. Buehler Common Stock 4,137 shares *
Donald M. Heinrich Common Stock 145,885 shares(2) *
Kathleen J. Hempel Common Stock 3,801 shares *
Kenneth W. Krueger Common Stock 129,100 shares(2) *
Ronald E. Massa Common Stock 192,181 shares(2) *
Robert J. O'Toole Common Stock 1,215,320 shares(2) 5.94%
Dr. Agnar Pytte Common Stock 7,569 shares *
W. David Romoser Common Stock 179,641 shares(2) *
Bruce M. Smith(3) Common Stock 2,649 shares *
Mark D. Smith(3) Common Stock 905 shares *
All 19 Directors, Nominees and Executive
Officers as a Group Common Stock 2,686,332 shares(2) 13.12%

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* Represents less than one percent.

** None of the directors, nominees and executive officers have beneficial
ownership of Class A Common Stock (see footnote 3 below).

(1) Except as otherwise noted, all securities are held with sole voting and sole
dispositive power.

(2) Includes 865,450; 181,075; 123,600; 137,900; 124,500; and 2,112,950 shares
of Common Stock subject to options exercisable on or before March 1, 2003,
respectively for Messrs. O'Toole, Massa, Krueger, Romoser and Heinrich and
for all directors and executive officers as a group. Please refer to the
Option Grants and Option Exercise Tables for additional stock option
information.

(3) Excludes shares beneficially owned by SICO.

EXECUTIVE COMPENSATION

The SUMMARY COMPENSATION TABLE reflects all compensation awarded to, earned
by or paid to each of the Company's five most highly compensated executive
officers, including the chief executive officer, during fiscal year 2002, as
well as all compensation awarded, earned or paid in the two previous fiscal
years.

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SUMMARY COMPENSATION TABLE
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LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------------------------------------- --------------------
AWARDS
--------------------
OTHER RESTRICTED
ANNUAL STOCK OPTIONS ALL OTHER
NAME AND COMPENSATION AWARDS GRANTED COMPENSATION
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) ($)(2) ($)(3) (#)(4) ($)(5)
------------------ ---- ------------ -------- ------------ ---------- ------- ------------

Robert J. O'Toole 2002 773,000 735,000 69,392 572,544 105,400 42,144
Chairman, President and 2001 773,000 235,000 63,308 N/A 181,800 26,572
Chief Executive Officer 2000 733,000 600,000 89,395 N/A 196,900 62,046

Ronald E. Massa
Senior Vice President &
President of A. O. Smith 2002 294,000 255,000 23,261 120,960 26,900 150,960
Water Products Company, 2001 288,583 210,000 17,713 N/A 46,300 10,237
a division of the Company 2000 275,583 120,000 20,269 N/A 50,200 56,075

Kenneth W. Krueger 2002 310,000 177,000 22,604 120,960 26,900 23,048
Senior Vice President & 2001 295,417 51,000 21,994 N/A 46,300 16,458
Chief Financial Officer 2000 114,433 200,000 2,912 N/A 77,300 139,265

W. David Romoser 2002 259,000 140,000 23,558 96,768 18,700 13,619
Vice President, General 2001 259,000 44,000 24,018 N/A 32,200 8,560
Counsel and Secretary 2000 257,000 115,000 25,342 N/A 34,900 12,629

Donald M. Heinrich
Senior Vice President &
President of A. O. Smith 2002 295,000 80,000 20,702 120,960 26,900 20,620
Electrical Products Company, 2001 N/A N/A N/A N/A N/A N/A
a division of the Company 2000 N/A N/A N/A N/A N/A N/A

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(1) Includes amounts earned during 2002 even if deferred.

(2) Reflects amounts of tax reimbursements in 2002.

(3) In 2002, restricted stock was awarded under the Combined Executive
Incentive Compensation Plan as follows: Mr. O'Toole -- 21,300 shares, Mr.
Massa -- 4,500 shares, Mr. Krueger -- 4,500 shares, Mr. Romoser -- 3,600
shares and Mr. Heinrich -- 4,500 shares. Dividends on shares of restricted
stock granted under the Combined Executive Incentive Compensation Plan are
credited to each individual's Supplemental Benefit Plan account. The number
of shares of restricted stock held by the officers identified in the table
and the market value of such shares as of December 31, 2002, were as
follows: Mr. O'Toole -- 21,300 shares ($575,313), Mr. Massa -- 4,500 shares
($121,545), Mr. Krueger -- 4,500 shares ($121,545), Mr. Romoser -- 3,600
shares ($97,236) and Mr. Heinrich -- 4,500 shares ($121,545).

(4) See footnote (1) in Option Grants Table as to grants in 2002.

(5) All Other Compensation for 2002 includes the amounts of: (a) Company
contributions under the Profit Sharing Retirement Plan (a 401(k) plan) and
accruals under the Supplemental Benefit Plan for the 401(k) plan, and (b)
the amount of premiums paid by the Company for the benefit of such persons
for certain split dollar post retirement life insurance policies. The
amounts paid in 2002 are as follows: Mr. O'Toole -- (a) $33,912 and (b)
$8,232; Mr. Massa -- (a) $12,898, (b) $3,312, and $98,000 relocation fees
plus $36,750 home purchase program in connection with his relocation; Mr.
Krueger -- (a) $13,600 and (b) $9,448; Mr. Romoser -- (a) $11,363 and (b)
$2,256; and Mr. Heinrich -- (a) $12,942, (b) $1,702, and $5,976 home
purchase program in connection with his relocation.

STOCK OPTION GRANTS

The table below reflects the stock option grants made under the Long-Term
Executive Incentive Compensation Plan and the Combined Executive Incentive
Compensation Plan to the five named executive officers during 2002.

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OPTION GRANTS TABLE
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Option Grants in 2002

POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(2)
---------------------------------------------------------------------------- -----------------------------
% OF
TOTAL
OPTIONS
OPTIONS GRANTED EXERCISE
GRANTED(1) TO ALL PRICE EXPIRATION 5% 10%
NAME (#) EMPLOYEES ($/SH) DATE ($) ($)
---- ---------- --------- -------- ---------- ------------ --------------

Robert J. O'Toole 105,400 35.6% $26.880 10/11/2012 $ 1,781,754 $ 4,515,315
Ronald E. Massa 26,900 9.1% $26.880 10/11/2012 $ 454,736 $ 1,152,391
Kenneth W. Krueger 26,900 9.1% $26.880 10/11/2012 $ 454,736 $ 1,152,391
W. David Romoser 18,700 6.3% $26.880 10/11/2012 $ 316,118 $ 801,104
Donald M. Heinrich 26,900 9.1% $26.880 10/11/2012 $ 454,736 $ 1,152,391
------- ----- ------------ --------------
Totals 204,800 69.1% N/A N/A $ 3,462,080 $ 8,773,592
======= ===== ============ ==============
All Stockholders (29,039,923
shares of Class A Common
Stock and Common Stock) N/A N/A N/A N/A $491,773,672 $1,241,143,077
Named Executive Officers' %
of Total Outstanding
Shares N/A .71% N/A N/A .70% .71%

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(1) Options were granted under the Long-Term Executive Incentive Compensation
Plan and the Combined Executive Incentive Compensation Plan. The options
were granted on 10/11/02 as options to acquire Common Stock and are first
exercisable on 10/11/03. All options were granted at the average of market
value on the date of grant and have a 10-year term.

(2) The dollar values in these columns represent assumed rates of appreciation
only, over the 10-year option term, at the 5% and 10% rates of appreciation
set by the Securities and Exchange Commission rules. These amounts are not
intended to predict or represent possible future appreciation of the
Company's Common Stock value. Actual gains, if any, on stock option
exercises and Common Stock holdings depend on future performance of the
Company's Common Stock and overall stock market conditions.

OPTION EXERCISES AND YEAR-END VALUES

The table includes information related to options exercised by the five
named executive officers during fiscal year 2002 and the number and value of
options held at the end of the fiscal year.

--------------------------------------------------------------------------------
OPTION EXERCISES AND YEAR-END VALUE TABLE
--------------------------------------------------------------------------------

Aggregated Option Exercises in Fiscal Year 2002, and December 31, 2002, Option
Values

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2002 DECEMBER 31, 2002($)(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------

Robert J. O'Toole 162,300 $2,617,088 865,450 105,400 $8,440,966 $13,702
Ronald E. Massa 0 0 181,075 26,900 $1,741,569 $ 3,497
Kenneth W. Krueger 0 0 123,600 26,900 $1,515,600 $ 3,497
W. David Romoser 15,300 $ 126,887 137,900 18,700 $1,344,202 $ 2,431
Donald M. Heinrich 22,650 $ 276,371 124,500 26,900 $1,253,865 $ 3,497

--------------------------------------------------------------------------------

(1) Based on the difference between the option exercise price and the closing
price on the New York Stock Exchange of $27.01 for the Common Stock on
December 31, 2002.

--------------------------------------------------------------------------------
PENSION PLAN TABLE(1)
--------------------------------------------------------------------------------

YEARS OF SERVICE(3)
---------------------------------------------------------------
REMUNERATION(2) 10 20 25 30 35 40
--------------- -------- -------- -------- -------- -------- --------

250,000 $ 41,250 $ 82,500 $103,125 $123,750 $144,375 $165,000
350,000 57,750 115,500 144,375 173,250 202,125 231,000
400,000 66,000 132,000 165,000 198,000 231,000 264,000
500,000 82,500 165,000 206,250 247,500 288,750 330,000
750,000 123,750 247,500 309,375 371,250 433,125 495,000
1,000,000 165,000 330,000 412,500 495,000 577,500 660,000
1,250,000 206,250 412,500 515,625 618,750 721,875 825,000
1,500,000 247,500 495,000 618,750 742,500 886,250 990,000

--------------------------------------------------------------------------------

(1) The Pension Plan Table shows estimated aggregate annual benefits payable to
an executive officer upon retirement under the A. O. Smith Retirement Plan
and the A. O. Smith Corporation Executive Supplemental Pension Plan. The A.
O. Smith Corporation Executive Supplemental Pension Plan is a nonqualified
excess benefit and supplemental retirement plan intended to provide benefits
that participants would receive under the A. O. Smith Retirement Plan if the
A. O. Smith Retirement Plan were not subject to certain limitations that the
Internal Revenue Code imposes on benefits payable under it and if the A. O.
Smith Retirement Plan took into account 100%, rather than 50%, of bonus
compensation. The calculations assume retirement at December 31, 2002, at
age 65 and the final compensation and years of service set forth in the
Table. Benefit amounts were computed on a straight-life annuity basis.
Amounts payable to a participant as set forth in the Table are subject to
offset in an amount that is based on the value of certain life insurance
arrangements in effect for the participant and are not subject to any other
offsets.

(2) The compensation covered by the A. O. Smith Retirement Plan and the A. O.
Smith Corporation Executive Supplemental Pension Plan is based on the
average of the highest five years of annual compensation out of the last ten
years prior to retirement. The amount included in the calculation of
compensation, as reflected in the Summary

Compensation Table, is Salary and Bonus; but it does not include Other
Annual Compensation, Long-Term Compensation or All Other Compensation
amounts.

(3) Messrs. O'Toole, Massa, Krueger, Romoser and Heinrich had 39, 25, 2, 10 and
10 years of service, respectively, at year-end.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The directors who served as members of the Personnel and Compensation
Committee during fiscal year 2002 were Ronald D. Brown, William F. Buehler and
Bruce M. Smith.

During 2002, the Company provided SICO consulting services; office space;
directors', officers' and group insurance coverage and other miscellaneous
services. The Company was reimbursed by SICO in the amount of $70,120 for the
Company's costs relating to such services.

BOARD PERSONNEL AND COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

The Personnel and Compensation Committee (the "Committee") of the Board of
Directors is responsible for discharging the Board's responsibilities relating
to compensation of the Company's executives, establishing an executive
compensation program, and administering the executive compensation policies and
plans of the Company. The Committee also determines the amount of compensation
that the Company's chief executive officer and other executive officers receive
annually. It reviews the chief executive officer performance, oversees
management succession planning, and reviews and makes recommendations to the
Board of Directors with respect to the compensation of all directors.

The Committee consists of three members, each of whom is an outside
non-management director of the Company. This report was prepared by the
Committee to provide the Company's stockholders with a summary of its executive
compensation policies and practices.

The Committee has two primary objectives relating to the Company's
executive compensation program. The first is to recruit and retain high quality
executive leadership which is committed to achieving the current and long-term
successful and profitable operations of the Company's businesses. The other is
to maintain an incentive compensation program which links executive pay to the
stockholders' return on their investment in the Company.

In order to achieve these objectives, the Committee provides an executive
compensation program competitive with other comparably sized manufacturing
companies. The Committee believes that return on investment currently provides
the best measure of performance because it closely correlates the benefits to
the stockholders with the financial incentives for the executives. The Committee
has established ranges for financial incentives based upon return on investment,
with smaller incentive payments for a modest return on investment and larger
incentive payments for greater returns.

The Company's executive compensation program consists of three components:
base salary, short-term incentive (bonus) compensation and long-term incentive
(stock options and restricted stock) compensation. In determining the executive
compensation practices, the Committee compares the Company's executive
compensation program with other companies' compensation programs for executives
with similar management responsibilities. The companies surveyed include
comparable manufacturing businesses. The Committee reviews executive
compensation databases and also this year utilized an independent compensation
consultant for purposes of evaluating and reviewing the Company's executive
compensation program.

The Committee has designated certain executives, including the chief
executive officer ("CEO"), for compensation under the executive compensation
program in accordance with the performance criteria and standards described
below.

BASE SALARY

The Committee establishes competitive salary ranges for the executive
officers, generally at the median level of the salary ranges in the survey
referred to above. In addition, the Committee reviews each executive's
performance and accomplishments during the prior year as well as experience and
service with the Company in determining the annual base salary level for the
executive within the applicable salary range. In 2002, this methodology was
followed in establishing base salaries for the executive officers.

SHORT-TERM INCENTIVE COMPENSATION

Short-term incentive compensation is provided under the
shareholder-approved A. O. Smith Combined Executive Incentive Compensation Plan
("Plan"). The Plan, consistent with the Company's philosophy of linking
compensation to the Company's return on investment, provides an opportunity for
executives to earn a cash bonus, the amount of which is based upon the Company's
and/or the operating unit's return on investment. Each year the Committee sets
minimum and maximum financial objectives for each of the business units and the
corporation. Achievement of these financial objectives by the business or
corporate units determines the amount of the Incentive Compensation Fund
available for the award of individual executive bonuses.

Incentive compensation, while predicated on the executive's unit meeting
its financial objective, is also based upon achievement of strategic objectives
established each year for the executive. In determining the amount of the
incentive compensation award to be paid to an individual executive, the
Committee considers the executive's scope of responsibility, contributions to
profit improvement and attainment of the individual's strategic objectives.
Approximately half of the incentive compensation award distributed to the
individual executive is based on the return on investment of the executive's
business unit and is formula-based between maximum and minimum target
achievement. The other half of the award is based upon accomplishment of the
executive's strategic objectives, such as development of personnel, planning,
maintenance of product leadership, continuous improvement programs and product
and process research and development. In 2002, the Committee made incentive
compensation awards to the participating executives based on these factors.

The maximum amount of incentive compensation payable to an executive during
any year is 200% of base salary. In order to be eligible for incentive
compensation, executives are required to enter into annual contracts (standard
Plan contracts required for all Plan participants) which obligate them to remain
in the employment of the Company for the year.

LONG-TERM INCENTIVE COMPENSATION

The Committee utilizes the shareholder-approved A. O. Smith Combined
Executive Incentive Compensation Plan ("Plan") in annually making grants of
stock options and restricted stock which are awarded to the executives at the
market price of the stock on the dates of the respective grants. The size of the
grants to the executive are established at a level commensurate with the median
level of grants for the executive's position as reported in the aforementioned
survey data and a study by an independent compensation consultant. Pursuant to
the Plan, executives enter into standard Plan contracts each year which reflect
the specific terms of the stock option and the restricted stock grants and terms
of forfeiture should the executive leave the employment of the Company.

CEO COMPENSATION

The Committee, in establishing the 2002 compensation program for the Chief
Executive Officer, Robert J. O'Toole, employed the methodology and surveys
previously described in this report. In setting Mr. O'Toole's base salary for
2002, the Committee reviewed his accomplishments during the prior year,
experience, and service with the Company and determined to position it at the
median level of salaries of chief executive officers of comparable manufacturing
companies. Mr. O'Toole's bonus compensation for 2002 was directly related to the
return on investment earned by the Company and reflected Committee-set minimum
and maximum objectives. The maximum amount of bonus compensation payable to Mr.
O'Toole is 200% of base salary. The Committee made stock option and restricted
stock grants to Mr. O'Toole under the Plan consistent with the methodology
utilized in making grants to the other participating executives.
12

CONCLUDING REMARKS

The Committee reviewed executive compensation during 2002 and concluded
that the stockholders' interests were well served by the executive compensation
program. The Committee will continue to monitor and evaluate its executive
compensation program and make any adjustments determined to be appropriate. The
Committee has and intends to preserve the deductibility of executive
compensation paid by the Company in accordance with the provisions of Section
162(m) of the Internal Revenue Code of 1986, as amended.

PERSONNEL & COMPENSATION COMMITTEE

William F. Buehler, Chairperson
Ronald D. Brown, Member
Bruce M. Smith, Member

PERFORMANCE GRAPH

The graph below shows a five-year comparison of the cumulative shareholder
return on the Company's common stock with the cumulative total return of the S&P
Smallcap 600 Index and the S&P 600 Electrical Equipment Index, all of which are
published indices.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FROM DECEMBER 31, 1997 TO DECEMBER 31, 2002

ASSUMES $100 INVESTED WITH REINVESTMENT OF DIVIDENDS

-----------------------------------------------------------------------------------------------------------------------
INDEXED RETURNS
BASE YEARS ENDING
PERIOD --------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
COMPANY/INDEX 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
-----------------------------------------------------------------------------------------------------------------------

A O SMITH CORP 100.00 88.79 80.57 64.70 76.20 107.73
-----------------------------------------------------------------------------------------------------------------------
S&P SMALLCAP 600 INDEX 100.00 98.69 110.94 124.02 132.13 112.80
-----------------------------------------------------------------------------------------------------------------------
S&P 600 ELECTRICAL EQUIPMENT 100.00 101.11 155.77 150.67 124.24 98.51
-----------------------------------------------------------------------------------------------------------------------

COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Executive officers, directors and greater than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) Forms 3, 4 and 5 which they file.

Based solely on its review of the copies of such forms received by the
Company and written representations from certain reporting persons during fiscal
year 2002, the Company believes that all filing requirements applicable to its
executive officers, directors and greater than ten percent beneficial owners
were met.

REPORT OF THE AUDIT COMMITTEE

The primary responsibility of the Audit Committee is to oversee the
Company's financial reporting process on behalf of the Board, to recommend the
appointment of the independent auditors, and to report the results of the
Committee's activities to the Board. Management has the primary responsibility
for the financial statements and reporting process, including the systems of
internal control, and Ernst & Young LLP (the independent auditors) is
responsible for auditing those financial statements. We have reviewed and
discussed with management and the independent auditors the Company's audited
financial statements as of and for the year ended December 31, 2002.

During 2002, the Audit Committee met four times. In addition, the Committee
chair and other members of the Committee discussed the interim financial
statements contained in SEC Forms 10-Q and in each quarterly earnings
announcement with the chief financial officer, controller, and independent
auditors prior to filing and public release.

We have discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants. We have met with the internal and
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting.

We have received and reviewed the written disclosures and the letter from
the independent auditors required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and have discussed with the auditors their independence. In addition, we
have considered the compatibility of nonaudit services with the auditors'
independence. Management is required to obtain our approval before engaging the
independent auditors for nonaudit services.

In reliance on the reviews and discussions referred to above, we
recommended to the Board of Directors that the audited financial statements,
referred to above, be included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2002, filed with the Securities and Exchange
Commission. The Committee selected Ernst & Young LLP, as the Company's
independent auditors for fiscal 2003 and approved its fees for audit and audit
related services.

AUDIT COMMITTEE
Kathleen J. Hempel, Chairperson
Dr. Agnar Pytte, Committee Member
Mark D. Smith, Committee Member

APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors of the Company has appointed
Ernst & Young LLP, Certified Public Accountants, as the Company's independent
auditors for 2003. The Company paid the following fees to Ernst & Young LLP in
2002 and 2001:

Audit Fees: Fees for the annual audit were $600,900 and $409,900 in 2002
and 2001, respectively. Audit fees consist of fees for the annual audit of the
Company's financial statements, reviews of financial statements included in the
Company's Form 10-Q filings, statutory audits for certain of the Company's
foreign locations and other services performed related to regulatory filings.

Audit-Related Fees: Audit-related fees were $124,800 and $212,100 in 2002
and 2001, respectively. Audit-related fees are principally fees for acquisition
due diligence and certain other accounting consultations.

Tax Fees: Tax fees were $802,750 and $1,165,000 in 2002 and 2001,
respectively, and consisted solely of tax consulting services.

All Other Fees: None.

The Audit Committee has considered whether the fees of Ernst & Young LLP
for nonaudit services is compatible with maintaining Ernst & Young LLP's
independence.

Although not required to be submitted to a vote of the stockholders, the
Board of Directors believes it appropriate to obtain stockholder ratification of
the Audit Committee's action in appointing Ernst & Young LLP as the Company's
independent auditors. Should such appointment not be ratified, the Audit
Committee of the Board of Directors will reconsider the matter.

OTHER BUSINESS

Management is not aware of any matters other than those stated above that
may be presented for action at the meeting, but should any matter requiring a
vote of the stockholders arise, it is intended that proxies solicited will be
voted in respect thereof in accordance with the discretion of the person or
persons voting the proxies.

DATE FOR STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the 2004 annual
meeting of stockholders must be received by the Company no later than November
4, 2003, to be included in the Company's proxy materials for the 2004 meeting.
If a stockholder who otherwise desires to bring a proposal before the 2004
meeting does not notify the Company of its intent to do so on or before January
19, 2004, then the proposal will be untimely, and the proxies will be able to
vote on the proposal in their discretion.

March 5, 2003

EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE, OR VOTE YOUR
SHARES VIA THE TELEPHONE OR INTERNET. IF YOU ATTEND THE MEETING, YOU MAY REVOKE
YOUR PROXY AND VOTE YOUR SHARES IN PERSON.

[AO SMITH CORPORATION LOGO]

COMPANY #
CONTROL #

THERE ARE THREE WAYS TO VOTE YOUR PROXY

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

VOTE BY TELEPHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK ***EASY*** IMMEDIATE

o Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days
a week, until 11:00 a.m. (CT) on April 4, 2003.
o You will be prompted to enter your 3-digit Company Number and your
7-digit Control Number which are located above.
o Follow the simple instructions the voice provides you.

VOTE BY INTERNET-- http://www.eproxy.com/aos/ -- QUICK ***EASY*** IMMEDIATE

o Use the Internet to vote your proxy 24 hours a day, 7 days a week,
until 12:00 p.m. (CT) on April 4, 2003.
o You will be prompted to enter your 3-digit Company Number and your
7-digit Control Number which are located above to obtain your records
and create an electronic ballot.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to A. O. SMITH CORPORATION, c/o Shareowner
Services(SM), P.O. Box 64873, St. Paul, MN 55164-0873.

IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD

\/ Please detach here \/

A. O. SMITH CORPORATION 2003 ANNUAL MEETING
PROXY - COMMON STOCK

This proxy when properly executed will be voted in the manner directed herein by
the undersigned. If no direction is made, this proxy will be voted FOR proposals
1 and 2.

1. Election of directors: 01 William F. Buehler 02 Kathleen J. Hempel /__/ Vote FOR /__/ Vote WITHHELD
all nominees from all nominees
(except as
marked)

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, WRITE
THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) -------------------------------------

2. Proposal to approve the ratification of Ernst & Young LLP as the independent /__/ FOR /__/ AGAINST /__/ ABSTAIN
auditors of the corporation:

DIRECTORS RECOMMEND A VOTE FOR.
Date
---------------------------------
Address change? Mark Box /__/
Indicate changes below:

-------------------------------------------------
Signature(s) in Box
Please sign exactly as your name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.

A. O. SMITH CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

MONDAY, APRIL 7, 2003
10:30 A.M. EASTERN TIME

HOTEL DU PONT
11TH AND MARKET STREETS
WILMINGTON, DELAWARE 19801

A. O. SMITH CORPORATION
PROXY - COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints ROBERT J. O'TOOLE, KENNETH W. KRUEGER and W.
DAVID ROMOSER, or any one of them, with full power of substitution, as proxy or
proxies of the undersigned to attend the annual meeting of stockholders of A. O.
Smith Corporation to be held on April 7, 2003, at 10:30 a.m. Eastern Time, at
the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, or at any
adjournment thereof, and there to vote all shares of Common Stock which the
undersigned would be entitled to vote if personally present as specified upon
the following matters and in their discretion upon such other matters as may
properly come before the meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

PLEASE VOTE BY TELEPHONE OR THE INTERNET OR MARK, SIGN, DATE
AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

See reverse for voting instructions.

COMPANY #
CONTROL #

THERE ARE THREE WAYS TO VOTE YOUR PROXY

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

VOTE BY TELEPHONE-- TOLL FREE-- 1-800-240-6326-- QUICK ***EASY*** IMMEDIATE

VOTE BY INTERNET-- http://www.eproxy.com/aos/ -- QUICK ***EASY*** IMMEDIATE

VOTE BY MAIL

IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD

\/ Please detach here \/

A. O. SMITH CORPORATION 2003 ANNUAL MEETING
PROXY - CLASS A COMMON STOCK

This proxy when properly executed will be voted in the manner directed herein by
the undersigned. If no direction is made, this proxy will be voted FOR proposals
1 and 2.

1. Election of directors: 01 Ronald D. Brown 03 Bruce M. Smith /__/ Vote FOR /__/ Vote WITHHELD
02 Robert J. O'Toole 04 Mark D. Smith all nominees from all nominees
(except as
marked)

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, WRITE
THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) --------------------------------

2. Proposal to approve the ratification of Ernst & Young LLP as the independent /__/ FOR /__/ AGAINST /__/ ABSTAIN
auditors of the corporation:

DIRECTORS RECOMMEND A VOTE FOR.
Date
---------------------------------
Address change? Mark Box /__/
Indicate changes below:

A. O. SMITH CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

MONDAY, APRIL 7, 2003
10:30 A.M. EASTERN TIME

HOTEL DU PONT
11TH AND MARKET STREETS
WILMINGTON, DELAWARE 19801

A. O. SMITH CORPORATION
PROXY - CLASS A COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints ROBERT J. O'TOOLE, KENNETH W. KRUEGER and W.
DAVID ROMOSER, or any one of them, with full power of substitution, as proxy or
proxies of the undersigned to attend the annual meeting of stockholders of A. O.
Smith Corporation to be held on April 7, 2003, at 10:30 a.m. Eastern Time, at
the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, or at any
adjournment thereof, and there to vote all shares of Class A Common Stock which
the undersigned would be entitled to vote if personally present as specified
upon the following matters and in their discretion upon such other matters as
may properly come before the meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

PLEASE VOTE BY TELEPHONE OR THE INTERNET OR MARK, SIGN, DATE
AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

See reverse for voting instructions.

COMPANY #
CONTROL #

THERE ARE THREE WAYS TO VOTE YOUR PROXY

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

VOTE BY TELEPHONE-- TOLL FREE-- 1-800-240-6326-- QUICK ***EASY*** IMMEDIATE

VOTE BY INTERNET-- http://www.eproxy.com/aos/ -- QUICK ***EASY*** IMMEDIATE

VOTE BY MAIL

IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD

\/ Please detach here \/

A. O. SMITH CORPORATION 2003 ANNUAL MEETING
VOTING INSTRUCTIONS

Voting Instructions to the Trustee: If no choices are marked below, the Trustee
will vote FOR proposals 1 and 2.

1. Election of directors: 01 William F. Buehler 02 Kathleen J. Hempel /__/ Vote FOR /__/ Vote WITHHELD
all nominees from all nominees
(except as
marked)

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, WRITE
THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
--------------------------------

2. Proposal to approve the ratification of Ernst & Young LLP as the independent /__/ FOR /__/ AGAINST /__/ ABSTAIN
auditors of the corporation:

DIRECTORS RECOMMEND A VOTE FOR.

Date
---------------------------------
Address change? Mark Box /__/
Indicate changes below:

-------------------------------------------------
Signature(s) in Box
Please sign exactly as your name appears
on this proxy. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.

A. O. SMITH CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

MONDAY, APRIL 7, 2003
10:30 A.M. EASTERN TIME

HOTEL DU PONT
11TH AND MARKET STREETS
WILMINGTON, DELAWARE 19801

A. O. SMITH CORPORATION

VOTING INSTRUCTIONS TO THE MARSHALL & ILSLEY TRUST COMPANY N.A.
TRUSTEE OF THE A. O. SMITH PROFIT
SHARING RETIREMENT PLAN

THIS VOTING INSTRUCTION IS SOLICITED ON BEHALF OF THE TRUSTEE

The undersigned hereby directs the Marshall & Ilsley Trust Company N.A., Trustee
of the A. O. Smith Profit Sharing Retirement Plan, to vote the shares of A. O.
Smith Corporation Common Stock allocated to the undersigned's account in said
Trust at the Annual Meeting to be held on April 7, 2003, and all adjournments.

VOTING INSTRUCTIONS TO THE TRUSTEE: IF NO CHOICES ARE MARKED, THE TRUSTEE WILL
VOTE FOR PROPOSALS 1 AND 2.

PLEASE VOTE BY TELEPHONE OR THE INTERNET OR MARK, SIGN, DATE
AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

See reverse for voting instructions.