CHANGE IN DIRECTORS’ COMPENSATION
On July 14, 2008, A. O. Smith Corporation’s Board of Directors, upon recommendation of the Nominating and Governance Committee, changed the compensation payable to non-employee directors, effective immediately, as described below.
The annual retainer paid to a director shall be $125,000, of which the cash retainer shall remain unchanged at $35,000 payable quarterly in advance and $90,000 paid in A. O. Smith Corporation Common Stock; that the board and committees’ meeting fees shall remain unchanged at $1,500 per meeting, with the exception of the Investment Policy Committee meeting fee, which shall remain unchanged at $3,000 per meeting, $500 for each telephonic meeting, and $1,500 for the new director orientation meeting fee; that the annual retainer for Audit Committee members shall remain unchanged at $5,000 and that the annual retainer for the members of the Investment Policy Committee, Nominating and Governance Committee and Personnel and Compensation Committee shall remain unchanged at $3,000; and that the annual retainer for the chairpersons of the Audit Committee, Investment Policy Committee, Nominating and Governance Committee and Personnel and Compensation Committee chairpersons shall be $10,000 each.
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