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                                                                    EXHIBIT 10.2

                           RESTRICTED STOCK AGREEMENT

      This Agreement, dated as of "Date" by and between YORK INTERNATIONAL
CORPORATION, a Delaware corporation (the "Company") and "Name" ("Grantee").

                                   WITNESSETH:

      WHEREAS, Grantee is an employee of the Company as of the date of this
Agreement; and

      WHEREAS, the Company desires to award Grantee restricted shares of the
Company's Common Stock, par value $.005 per share (the "Common Stock"), pursuant
to the Company's Amended and Restated 2002 Omnibus Stock Plan, and the Grantee
desires to accept such grant.

      NOW THEREFORE, in consideration of these premises and the mutual covenants
herein contained, the parties hereto, intending to be legally bound, agree as
follows:

                            EMPLOYEE STOCK PROVISIONS

1.    GRANT OF RESTRICTED STOCK AWARD

      Company hereby grants to the Grantee "Amount" restricted shares of Common
Stock (the "Grantee stock"), subject to the restrictions set forth in this
Agreement, and subject to receipt of the Grantee's check for "Amount" as
consideration for the issuance of the Grantee Stock. This Agreement shall become
effective only upon receipt of the check by the Company. The Company will issue
the Grantee Stock in the name of the Grantee upon effectiveness of this
Agreement and receipt by the Company of a stock power for the Grantee Stock duly
executed in blank. The Company will hold the Grantee Stock until such time as
restrictions on the respective shares of Grantee Stock have lapsed pursuant to
the terms of this Agreement.

      The Grantee shall have all the rights of a stockholder of the Company with
respect to the Grantee Stock, including the right to vote and to receive
dividends, subject to the terms and conditions of this Agreement.

      Shares of Grantee Stock as to which restrictions have not lapsed in
accordance with the terms of this Agreement shall not be transferable by the
Grantee.

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2.    DEFINITIONS

      The following terms shall have the definitions set forth below:

      "CAUSE" means the termination of employment of an employee for (i)
providing the Company with materially false representations relied upon by the
Company in furnishing information to stockholders, a stock exchange or the
Securities and Exchange Commission, (ii) maintaining an undisclosed,
unauthorized and material conflict of interest in the discharge of duties owed
to the Company, (iii) misconduct causing a serious violation by the Company of
state or federal laws, (iv) theft of Company funds or assets, or (v) conviction
of a crime involving moral turpitude.

      "CHANGE OF CONTROL." For the purpose of this Agreement, a "Change of
Control" shall mean:

            (a)   The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")) (a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of 30% or more of
                  the then outstanding shares of common stock of the Company
                  (the "Outstanding Company Common Stock"); provided, however,
                  that for purposes of this subsection (a), the following
                  acquisitions shall not constitute a Change of Control: (i) any
                  acquisition directly from the Company, (ii) any acquisition by
                  the Company, (iii) any acquisition by any employee benefit
                  plan (or related trust) sponsored or maintained by the Company
                  or any corporation controlled by the Company, or (iv) any
                  acquisition by any corporation pursuant to a transaction which
                  complies with clauses (A) and (B) of subsection (c) of this
                  Section 2; or

            (b)   Individuals who, as of the date hereof, constitute the Board
                  of Directors (the "Incumbent Board") cease for any reason to
                  constitute at least a majority of the Board; provided,
                  however, that any individual becoming a director subsequent to
                  the date hereof whose election, or nomination for election by
                  the Company's shareholders, was approved by a vote of at least
                  a majority of the directors then comprising the Incumbent
                  Board shall be considered as though such individual were a
                  member of the Incumbent Board, but excluding, for this
                  purpose, any such individual whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest with respect to the election or removal of directors
                  or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a person or entity other than the
                  Board; or

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            (c)   Consummation of a reorganization, merger or consolidation
                  involving the Company or any subsidiary of the Company or sale
                  or other disposition of all or substantially all of the assets
                  of the Company (a "Business Combination"), in each case,
                  unless, following such Business Combination, either (A)(i) all
                  or substantially all of the individuals and entities who were
                  the beneficial owners, respectively, of the Outstanding
                  Company Common Stock immediately prior to such Business
                  Combination beneficially own, directly or indirectly, more
                  than 50% of, respectively, the then outstanding shares of
                  common stock and the combined voting power of the then
                  outstanding voting securities entitled to vote generally in
                  the election of directors, as the case may be, of the
                  corporation resulting from such Business Combination
                  (including, without limitation, a corporation which as a
                  result of such transactions owns the Company or all or
                  substantially all of the Company's assets either directly or
                  through one or more subsidiaries) in substantially the same
                  proportions as their ownership immediately prior to such
                  Business Combination of the Outstanding Company Common Stock
                  or (ii) at least a majority of the members of the board of
                  directors of the corporation resulting from such Business
                  Combination were members of the Incumbent Board at the time of
                  the execution of the initial agreement, or at the time of the
                  action of the Board, providing for such Business Combination
                  and (B) no Person (excluding any corporation resulting from
                  such Business Combination or any employee benefit plan (or
                  related trust) of the Company or such corporation resulting
                  from such Business Combination) beneficially owns, directly or
                  indirectly, 30% or more of, respectively, the then outstanding
                  shares of common stock of the corporation resulting from such
                  Business Combination or the combined voting power of the then
                  outstanding voting securities of such corporation except to
                  the extent that such ownership existed prior to the Business
                  Combination; or

            (d)   A complete liquidation or dissolution of the Company.

      "DISABILITY" means the inability to perform the duties assigned by the
Company to the participant by reason of any medically determined physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than six months.

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3.    VESTING OF SHARES

            (a)   Shares of Grantee Stock will be subject to restrictions until
                  the shares are either deemed vested or forfeited in accordance
                  with the following:

                  (i)   in the event of death of the Grantee while employed by
                        the Company, or after retirement but before all shares
                        have vested under subsection (vi) below, all shares
                        shall immediately be deemed vested and the restrictions
                        on such shares shall lapse;

                  (ii)  in the event of Disability of the Grantee while employed
                        by the Company, all shares shall immediately be deemed
                        vested and the restrictions on such shares shall lapse;

                  (iii) in the event the Grantee is terminated for Cause, any
                        shares which remain subject to restrictions shall
                        immediately be forfeited by the Grantee;

                  (iv)  in the event the Grantee voluntarily terminates
                        employment with the Company, any shares which remain
                        subject to restrictions shall immediately be forfeited
                        by the Grantee;

                  (v)   in the event the Grantee is terminated after a Change of
                        Control has occurred other than for Cause, all shares
                        shall immediately be deemed vested and the restrictions
                        on all such shares shall lapse;

                  (vi)  in the event the Grantee retires in accordance with the
                        Company's retirement policy, unvested shares shall
                        continue to vest in accordance with the schedule in
                        subsection (vii) below;

                  (vii) while Grantee remains in the employ of the Company,
                        restricted shares which have not otherwise vested shall
                        vest and the restrictions on such shares shall lapse on
                        the following anniversary dates of this Agreement:

<TABLE>
<CAPTION>
   Vesting Date       Percentage of Grantee Stock
-----------------     ---------------------------
<S>                   <C>
Fifth Anniversary                  100%
</TABLE>

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                        Provided, however, that if the Company's earnings per
                        share growth for fiscal years ____, ____ and ____
                        averages __% or more per annum, 100% of the Grantee
                        Stock will vest on the Third Anniversary of the Grant
                        Date; and

                        further provided that if the Company determines at any
                        time that the Grantee has breached the obligations under
                        any Confidentiality Agreement with the Company, shares
                        that are not deemed vested as of the time of such breach
                        shall immediately be forfeited by the Grantee.

4.    NONCOMPETITION/NONSOLICITATION. In consideration of the grant of the
stock, the Grantee agrees as follows:

                  (a)   For two years after the termination of the Grantee's
employment with the Company for Cause or as a result of a voluntary resignation,
Grantee will not directly or indirectly, own, manage, operate, control or
participate in the ownership, management, operation or control of or be
connected as an officer, employee, partner, director, consultant or otherwise
with, or have any financial interest in, any business which is in competition
with the business conducted by the Company or its affiliates anywhere in the
world where the Company or its affiliates does business. Ownership for personal
investment purposes only of less than 2% of the voting stock of any publicly
held corporation shall not constitute a violation hereof.

                  (b)   For two years after the termination of the Grantee's
employment with the Company for Cause or as a result of a voluntary resignation,
the Grantee will not, directly or indirectly, on behalf of the Grantee or any
other person or entity, solicit for employment or other commercial engagement
any person employed by the Company or its affiliates as of the date of the
solicitation or for the preceding six months.

                  (c)   During the period the Grantee is employed by the Company
and at any time thereafter, the Grantee shall not, directly or indirectly,
engage in any conduct or make any statement, whether in commercial or
noncommercial speech, disparaging or criticizing in any way the Company or its
affiliates, or any products or services offered by any of these, nor shall he
engage in any other conduct or make any other statement that could be reasonably
expected to impair the goodwill of any of them.

                  (d)   (i)   The Grantee acknowledges and agrees that the
restrictions contained in this Section 4 are reasonable and necessary to protect
and preserve the legitimate interests, properties, goodwill and business of the
Company, and that irreparable injury will be suffered by the Company should the
Grantee breach any of the provisions of this Section 4. The Grantee represents
and acknowledges that (1) the Grantee has been advised by the Company to consult
the Grantee's own legal counsel in respect of this Agreement, (2) the Grantee
has had full opportunity, prior to execution of this Agreement, to review
thoroughly this Agreement with the Grantee's counsel, and (3)

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the provisions of this Section 4 are reasonable and these restrictions do not
prevent the Grantee from earning a reasonable livelihood.

                        (ii)  The Grantee further acknowledges and agrees that a
breach of any of the restrictions in this Section 4 cannot be adequately
compensated by monetary damages. The Grantee agrees that the Company shall be
entitled to preliminary and permanent injunctive relief, without the necessity
of proving actual damages, as well as provable damages and an equitable
accounting of all earnings, profits and other benefits arising from any
violation of this Section 4 which rights shall be cumulative and in addition to
any other rights or remedies to which the Company may be entitled. In the event
that any of the provisions of this Section 4 should ever be adjudicated to
exceed the time, geographic, service, or other limitations permitted by
applicable law in any jurisdiction, it is the intention of the parties that the
provision shall be amended to the extent of the maximum time, geographic,
service, or other limitations permitted by applicable law, that such amendment
shall apply only within the jurisdiction of the court that made such
adjudication and that the provision otherwise be enforced to the maximum extent
permitted by law. The time periods set forth above shall be tolled during any
period of violation by the Grantee.

                        (iii) The Grantee irrevocably and unconditionally (1)
agrees that any suit, action or other legal proceeding arising out of this
Section 4, including without limitation, any action commenced by the Company for
preliminary and permanent injunctive relief and other equitable relief, may be
brought in the Court of Common Pleas of York County, Pennsylvania or if such
court does not have jurisdiction or will not accept jurisdiction, in any court
of general jurisdiction in Pennsylvania, (2) consents to the non-exclusive
jurisdiction of any such court in any such suit, action or proceeding, and (3)
waives any objection which the Grantee may have to the laying of venue of any
such suit, action or proceeding in any process, pleadings, notices or other
papers in a manner permitted by the notice provisions of this Section 4.

5.    REPURCHASE OF THE GRANTEE STOCK.

      If, pursuant to Section 3, certain shares of Grantee Stock which remain
unvested are forfeited to the Company, the Company shall pay the Grantee the
cash consideration paid for such shares set forth in Section 1 of this
Agreement, without interest. If any of the shares are forfeited, the Grantee
authorizes the Company to cancel the shares and the certificates for such shares
and irrevocably appoints the Company as his attorney-in-fact for this purpose.

6.    STOCK CERTIFICATES.

      Certificates representing the Grantee Stock will be held by the Company
until the Grantee Stock has vested in accordance with the terms of Section 3.
Upon vesting, the Company will deliver to the Grantee a certificate representing
that portion of the shares of Grantee Stock which have vested. Certificates
delivered to the Grantee evidencing shares of Grantee Stock may bear a legend to
the effect that they may be sold, pledged or

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otherwise transferred only in accordance with applicable federal and state
securities laws. The Grantee agrees to sell or transfer such shares only in
accordance with applicable laws.

7.    STOCK DIVIDENDS AND STOCK SPLITS.

      Grantee Stock will also include shares of the Company's capital stock
issued with respect to shares of Grantee Stock by way of a stock split, stock
dividend or other recapitalization.

8.    WITHHOLDING TAXES.

      The Grantee agrees to pay to the Company all federal, state and local
withholding taxes and other amounts required by law to be withheld. Such payment
shall be made in cash or, if in accordance with Rule 16b-3 of the Securities and
Exchange Commission or any successor rule and permitted by the Compensation
Committee, by delivery of Company Common Stock, including shares subject to this
Agreement which are no longer restricted. The Company may withhold any taxes
required to be withheld as required by law.

                            MISCELLANEOUS PROVISIONS

9.    NOTICES.

      Any notice provided for in this Agreement must be in writing. Such notice
will have been properly sent if it is mailed by first class mail with adequate
postage affixed thereto and addressed to the recipient as below indicated:

            To the Company:

                  York International Corporation
                  631 South Richland Avenue
                  York, PA 17403
                  Attention:  Corporate Secretary

            To the Grantee:

                  <<FirstName>> <<LastName>>

                  <<Address1>>

                  <<Address2>>

                  <<Address3>>

                  <<City>>, <<State>> <<Zip>>

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this

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Agreement will be deemed to have been delivered to the recipient three days
after it has been properly sent.

10.   SEVERABILITY.

      Whenever possible, each provision of this Agreement will be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.

11.   COMPLETE AGREEMENT.

      This Agreement, those documents expressly referred to herein and certain
other documents of even date herewith embody the complete agreement and
understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.

12.   COUNTERPARTS.

      This Agreement may be executed on separate counterparts, each of which is
deemed to be an original, and all of which taken together constitute one and the
same agreement.

13.   SUCCESSORS AND ASSIGNS.

      The Grantee's rights under this Agreement may not be transferred other
than by will or the laws of descent and distribution. This Agreement is intended
to bind and inure to the benefit of and be enforceable by Grantee and the
Company and their respective heirs, executors, successors and assigns.

14.   CHOICE OF LAW.

      The corporate law of the State of Delaware will govern all questions
concerning the relative rights of the Company and its shareholders. All other
questions concerning the construction, validity and interpretation of this
Agreement and the exhibits hereto will be governed by the internal law, and not
the law of conflicts, of the Commonwealth of Pennsylvania.

15.   REMEDIES.

      Each of the parties to this Agreement will be entitled to enforce its
rights under this Agreement specifically, to recover damages by reason of any
breach of any provision

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of this Agreement and to exercise all other rights existing in its favor. The
parties hereto agree and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that any party may
in its sole discretion apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief in order to
enforce or prevent any violations of the provisions of this Agreement. Any
action brought in connection with this Agreement or the breach thereof, whether
in law or equity, may only be brought within the Commonwealth of Pennsylvania.

16.   AMENDMENTS AND WAIVERS.

      Any provision of this Agreement may be amended or waived only with the
prior written consent of the Company and Grantee.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

YORK INTERNATIONAL CORPORATION              GRANTEE:

By:

_______________________________                         ________________________
Vice President, Human Resources                                 "Name"

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