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                                                                    EXHIBIT 10.5

                             RESTRICTED STOCK AWARD


         RESTRICTED STOCK AWARD AGREEMENT dated as of
         _______________________________, between HUSSMANN
         INTERNATIONAL, INC., a Delaware corporation (the
         "Corporation"), and _____________________________, an
         employee of the Corporation or one of its subsidiaries (the
         "Holder").


WHEREAS, the Board of Directors of the Corporation has established and the
shareholders have approved the Hussmann International, Inc. Stock Incentive
Plan (the "Plan");

WHEREAS, the Management Resources and Compensation Committee of the Board of
Directors of the Corporation (the "Committee"), in accordance with the
provisions of the Plan, has selected the Holder as a salaried key management
employee who, in the Committee's judgment, has significant potential for making
substantial contributions to corporate growth and objectives;

WHEREAS, in order to reward the Holder for services to be rendered in a manner
that relates directly to the Corporation's performance and further the identity
of interests of the Holder and the Corporation's shareholders through
opportunities for increased stock ownership by the Holder, the Committee has
determined that the Holder be granted a Restricted Stock Award under the Plan;

NOW, THEREFORE, in consideration of the foregoing and the Holder's acceptance
of the terms and conditions hereof, the parties hereto have agreed, and do
hereby agree, as follows:

1. The Corporation hereby grants to the Holder, as a matter of separate
agreement and not in lieu of salary or any other compensation for services,
__________ shares of Common Stock of the Corporation on the terms and
conditions herein set forth.

2. The certificates representing the shares of Common Stock granted to the
Holder shall be registered in the name of a nominee for the benefit of the
Holder and retained in the custody of the Corporation until such time as they
are delivered to the Holder or forfeited to the Corporation in accordance with
the terms hereof (the "Restriction Period"). During the Restriction Period, the
Holder will be entitled to vote such shares and to receive dividends paid on
such shares (less any amounts which the Corporation is required to withhold for
taxes).

3. If the Holder shall have been continuously in the employment of the
Corporation or one of its subsidiaries for a period of one year from the date
of grant of this Restricted Stock Award, the Corporation shall deliver to the
Holder on or about the first anniversary hereof a certificate, registered in
the name of the Holder and free of restrictions hereunder, representing
one-third of the total number of shares granted to the Holder pursuant to this
Agreement.  Similarly, if the Holder shall be so continuously employed on each
of the second and third anniversaries hereof, the Corporation on or about each
such anniversary shall deliver

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additional certificates representing one-third of the total number of such
shares. No payment shall be required from the Holder in connection with any
delivery to the Holder of shares hereunder.

4. In the event of the termination of employment of the Holder by reason of
Retirement (as defined in the Plan), death or disability, and if there then
remain any undelivered shares subject to restrictions hereunder, then such
restrictions shall be deemed to have lapsed and the certificates for the
remaining shares shall forthwith be delivered to such retired Holder (or his
beneficiary, estate or heirs).

5. Subject to the provisions of paragraph 4 above, if the Holder ceases to be
an employee of the Corporation or one of its subsidiaries for any reason during
the Restriction Period, then the Holder shall cease to be entitled to delivery
of any of the shares covered by this Agreement which have not theretofore been
delivered by the Corporation pursuant to paragraph 3 above, and all rights of
the Holder in and to such undelivered shares shall be forfeited; provided,
however, the Committee may, within 120 days after such termination of
employment, in its sole discretion, determine whether such former Holder shall
receive all or any part of the undelivered shares granted pursuant to this
Restricted Stock Award Agreement and whether to impose any conditions in
connection therewith. In addition, the Committee shall from time to time
determine in its sole discretion whether any period of nonactive employment,
including authorized leaves of absence, or absence by reason of military or
governmental service, shall constitute termination of employment for the
purposes of this paragraph.

6. The granting of this Restricted Stock Award shall not in any way prohibit or
restrict the right of the Corporation to terminate the Holder's employment at
any time, for any reason.  The Holder shall have no right to any prorated
portion of the shares of Common Stock otherwise deliverable to the Holder on
the anniversary hereof next following a termination of employment (whether
voluntary or involuntary) in respect of a partial year of employment.

7. While shares of Common Stock are held in custody for the Holder pursuant to
this Agreement, they may not be sold, transferred, pledged, exchanged,
hypothecated or disposed of by the Holder and shall not be subject to
execution, attachment or similar process.

8. This Agreement and each and every obligation of the Corporation hereunder
are subject to the requirement that if at any time the Corporation shall
determine, upon advice of counsel, that the listing, registration or
qualification of the shares covered hereby upon any securities exchange or
under any state or Federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of or in connection
with the granting hereof or the delivery of shares hereunder, then the delivery
of shares hereunder to the Holder may be postponed until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors of the
Corporation.

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9. In addition to amounts in respect of taxes which the Corporation shall be
required by law to deduct or withhold from any dividend payments on the shares
covered hereby, the Corporation may defer making any delivery of shares under
this Agreement until completion of arrangements satisfactory to the Corporation
for the payment of any other applicable taxes, whether through share
withholding provided for by the Plan or otherwise.

10. In the event of a "change in control", as that term is defined in the Plan,
then the Holder shall have all the rights specified in Paragraph 10(B) of the
Plan.

11. Defined words used in this Agreement shall have the same meaning as set
forth in the definitions section or elsewhere in the Plan, the terms and
conditions of which shall constitute an integral part hereof.

12. Any notice which either party hereto may be required or permitted to give
the other shall be in writing and may be delivered personally or by mail,
postage prepaid, addressed to the Treasurer of the Corporation at its principal
office and to the Holder at his address as shown on the Corporation's payroll
records, or to such other address as the Holder by notice to the Corporation
may designate in writing from time to time.

                                      HUSSMANN INTERNATIONAL, INC.



                                      By: ______________________________
                                           Vice President

ACCEPTED:


_______________________________
          Holder

*I hereby elect to be taxed (check one):
     (  ) as the restrictions lapse.
     (  ) as of the date of grant.


_______________________________
     Holder


_______________________________
     (insert date)

*Any election to be taxed as of the date
     of grant must be filed with the Internal
     Revenue Service not later than 30 days
     after the date hereof.


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