THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

A.O. Smith Corporation (AOS)

3/6/2006 Proxy Information

Mr. Smith is a first cousin of Mr. Bruce M. Smith. Mr. Arthur O. Smith, III, brother of director Mark D. Smith, is a long-standing employee of the Company employed in a non-executive capacity as Manager of Business Analysis.

During 2005, 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 $108,549 for the Company’s costs relating to such services. Mr. Bruce M. Smith is CEO, Chairman and President of Sico Inc.

3/7/2005 Proxy Information

Mr. Mark D. Smith is a first cousin of Mr. Bruce M. Smith. Mr. Arthur O. Smith, III, brother of director Mark D. Smith, is a long-standing employee of the Company employed in a non-executive capacity as Manager of Business Analysis.

During 2004, 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 $108,043 for the Company’s costs relating to such services. Mr. Bruce M. Smith is CEO, Chairman and President of Sico Inc.

3/3/2004 Proxy Information

Bruce M. Smith (director) is a first cousin of Mr. Mark D. Smith (director).

During 2003, 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 $82,330 for the Company’s costs relating to such services. Bruce M. Smith has an executive officer position with SICO, the Company’s largest stockholder with a controlling interest in the Company.

From 1994 to 1997, Mark D. Smith was an operations manager of A.O. Smith Automotive Products Company, a former division of A.O. Smith Corporation.

Glen R. Bomberger was Executive Vice President and Chief Financial Officer of A.O. Smith Corporation from 1986 until his retirement in 2000.