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                                                                    Exhibit 10.1

                       DIRECTOR 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 Director 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:

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:

      "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

            (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

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                  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 of a Director of
the Company 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 serving as a
                        Director of 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 serving
                        as a Director of the Company, all shares shall
                        immediately be deemed vested and the restrictions on
                        such shares shall lapse;

                  (iii) in the event the Grantee ceases to be a Director after a
                        Change of Control has occurred, all shares shall
                        immediately be deemed vested and the restrictions on all
                        such shares shall lapse;

                  (iv)  in the event the Grantee retires from the Board or
                        otherwise ceases to be a Director, unvested shares shall
                        continue to vest in accordance with the schedule in
                        subsection (v) below;

                  (v)   while Grantee remains a Director 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>

                        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.

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4. 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 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.

5. 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.

6. 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.

7. 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:

                   <<Name>>
                   <<Address>>
                   <<Address2>>
                   <<City>>, <<State>> <<Zip>>

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

8. 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.

9. COMPLETE AGREEMENT.

      This Agreement embodies the complete agreement and understanding among the
parties and supersedes and preempts 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.

10. 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.

11. 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.

12. 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.

13. 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 of this Agreement and to exercise all other rights
existing in its favor. The parties hereto

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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.

14. 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>>

43409

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