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                                                                    Exhibit 10.2

                               AMENDMENT NO. 2 TO
                         YORK INTERNATIONAL CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         York International Corporation (the "Employer") wishes to amend the
York International Corporation Supplemental Executive Retirement Plan (the
"Plan").

         Accordingly, as permitted under Section 7.04 of the Plan, the Plan
hereby is amended effective March 26, 2003, as follows:

         1.       Section 2.01 of the Plan is hereby amended in its entirety to
read as follows:

                  "2.01. 'Actuarial Assumptions' shall mean the assumptions
                  applicable to determine actuarial equivalence (for similar
                  purposes) under the York International Corporation Pension
                  Plan Number One, or successor plan thereto."

         2.       Section 2.02 of the Plan is hereby amended in its entirety to
read as follows:

                  "2.02 'Average Annual Compensation' shall mean the average
                  annual Compensation of a Member over such Member's three (3)
                  complete consecutive Years of Service contained within the
                  five (5) complete consecutive Years of Service which
                  immediately precedes the earliest of his retirement, death or
                  other termination of employment, as the case may be, which
                  produce the highest average. In the event a Member's entire
                  period of employment consists of less than three (3) complete
                  consecutive Years of Service, his Average Annual Compensation
                  shall be determined by averaging (on an annual basis) his
                  Compensation during his entire period of employment with the
                  Employer. Average Annual Compensation shall be calculated with
                  respect to actual Years of Service and not with respect to any
                  Years of Service deemed to be credited to the Member pursuant
                  to Section 3.03 hereof."

         3.       Section 2.03 of the Plan is hereby amended in its entirety to
read as follows:

                  "2.03 'Beneficiary' shall mean any person(s), trust(s) or
                  other entities, the Member designates, in accordance with
                  procedures established by the Committee, to receive any
                  benefits under the Plan after the death of the Member;
                  provided, however, that if no Beneficiary has been properly
                  designated or survives the Member, any amounts payable upon
                  the Beneficiary's death shall be paid to the Member's estate."

         4.       A new Section 2.04A is hereby added to the Plan to read as
follows:

                  "2.04A 'Change in Control' shall mean:

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                           (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 Corporation (the 'Outstanding Company Common Stock');
                  provided, however, that for purposes of this subsection (a),
                  the following acquisitions shall not constitute a Change in
                  Control: (i) any acquisition directly from the Corporation,
                  (ii) any acquisition by the Corporation, (iii) any acquisition
                  by any employee benefit plan (or related trust) sponsored or
                  maintained by the Corporation or any corporation controlled by
                  the Corporation, or (iv) any acquisition by any corporation
                  pursuant to a transaction which complies with clauses (A) and
                  (B) of subsection (c) hereof; or

                           (b)      Individuals who, as of the effective date of
                  Amendment No. 3 to the Plan, constitute the Board of Directors
                  (the 'Incumbent Board') cease for any reason to constitute at
                  least a majority of the Board of Directors; provided, however,
                  that any individual becoming a director subsequent to such
                  date whose election, or nomination for election by the
                  Corporation'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 of Directors; or

                           (c)      Consummation of a reorganization, merger or
                  consolidation involving the Corporation or sale or other
                  disposition of all or substantially all of the assets of the
                  Corporation (a 'Business Combination'), in each case, unless,
                  following such Business Combination, (A) either (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
                  Corporation or all or substantially all of the Corporation'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 as of the effective date of Amendment No. 3 to
                  the Plan, or at the time of the action of the

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                  Board of Directors, 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 Corporation 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
                  Corporation."

         5.       Section 3.03 of the Plan is hereby amended in its entirety to
read as follows:

                  "3.03    Credited Service as a Member.

                           (a)      A Member shall be credited for each Year of
                  Service completed with the Employer.

                           (b)      A Member may be credited with additional
                  Years of Service as specified in his Membership Agreement.
                  Years of Service credited to a Member under this Section
                  3.03(b) shall not be taken into account in determining a
                  Member's Average Annual Compensation.

                           (c)      Notwithstanding Sections 3.03(a) and
                  3.03(b), the maximum number of Years of Service that may be
                  credited to a Member under the Plan shall be twenty (20)."

         6.       Section 4.01 of the Plan is hereby amended in its entirety to
read as follows:

                  "4.01    Retirement Benefits.

                           (a)      A Member who (i) terminates employment with
                  the Employer for any reason other than death or Disability
                  either on or after his Normal Retirement Date, or (ii) who is
                  involuntarily terminated by the Employer at any time after
                  being credited with fifteen (15) or more Years of Service,
                  shall be entitled to a receive a SERP Benefit hereunder. Such
                  SERP Benefit shall be payable monthly, commencing as of the
                  first day of the first calendar month coincident with or next
                  following the later of (I) the Member's termination of
                  employment or (II) the Member's Normal Retirement Date, and
                  continuing for the remainder of the Member's lifetime or shall
                  be payable in such other form specified in Section 4.01(c)
                  hereof, as the Committee, in its sole discretion, may
                  designate. The monthly SERP Benefit shall be equal to
                  one-twelfth (1/12) of:

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                                    (1)      Two and one-half percent (2.5%) of
                  the Member's Average Annual Compensation multiplied by the
                  Member's total Years of Service (not to exceed twenty (20)
                  years), including any Years of Service deemed to be credited
                  pursuant to Section 3.03(b) hereof; less

                                    (2)      the annual amount of the Member's
                  vested interest in his accrued benefits (attributable to
                  Employer contributions) under the Qualified Plans, expressed
                  in the form of a straight-life annuity calculated as
                  commencing on the first day of the first calendar month
                  coincident with or next following the Member's termination of
                  employment with the Employer, regardless of whether any
                  benefits payable pursuant to such Qualified Plans commence
                  being paid to the Member at the time of his termination of
                  employment with the Employer; and further reduced by

                                    (3)      the annual amount, of the Member's
                  vested interest in his accrued benefits attributable to
                  Employer contributions under (A) the York International
                  Corporation Non-Qualified Retirement Plan for Designated
                  Non-Resident Executives, (B) any plan specified in a Member's
                  Membership Agreement, or (C) any predecessor or successor plan
                  to those described in (A) or (B).

                  Unless the Committee determines otherwise, the benefit
                  calculated under clause (1) above shall not be actuarially
                  adjusted to reflect benefit commencement after the Member's
                  attainment of age sixty-two (62). The benefit calculated under
                  clauses (2) and (3) above shall be actuarially adjusted to
                  reflect benefit commencement before or after the normal
                  retirement date as defined in the applicable plans, if and to
                  the extent so provided by such plans.

                           (b)      A Member whose employment with the Employer
                  has terminated voluntarily or a Member who was terminated
                  involuntarily with less than fifteen (15) Years of Service
                  prior to his Normal Retirement Date for any reason other than
                  death or Disability, shall not be entitled to any SERP Benefit
                  hereunder. Notwithstanding the foregoing, the Committee, in
                  its sole discretion, may determine that such Member is
                  entitled to a SERP Benefit hereunder provided that the Member
                  has completed at least ten (10) Years of Service with the
                  Employer and has completed at least three (3) Years of Service
                  (or such other minimum period of service or Plan membership as
                  may be determined by the Committee and as set forth in a
                  Member's Membership Agreement) with the Employer subsequent to
                  June 30, 1992, excluding in each case any Years of Service
                  deemed to be credited to the Member pursuant to Section 3.03
                  hereof. Any such SERP Benefit shall be payable to the Member
                  commencing as of his Normal Retirement Date or such earlier
                  date as the Committee may determine in its sole discretion (in
                  which case the SERP Benefit shall be actuarially adjusted
                  (based on the Actuarial Assumptions to reflect a commencement
                  date prior to the Member's Normal

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                  Retirement Date), subject to the provisions of Sections 3.02
                  and 4.05 hereof. The amount of such SERP Benefit shall be
                  calculated pursuant to Section 4.01(a) hereof and shall be
                  based upon the Member's actual Years of Service and Average
                  Annual Compensation as of the date of the Member's termination
                  of employment.

                           (c)      The Committee, in its sole discretion, may
                  designate that any benefits payable hereunder to a Member be
                  paid in one of the following forms which shall be actuarially
                  equivalent (based on the Actuarial Assumptions) to the SERP
                  Benefit calculated pursuant to Section 4.01(a) hereof as
                  calculated:

                                    (1)      As a straight-life annuity over the
                  Member's life with a ten (10) year period certain;

                                    (2)      As a joint and survivor annuity
                  having a fifty percent (50%) survivorship benefit payable to
                  any designated Beneficiary;

                                    (3)      As a joint and survivor annuity
                  having a one hundred percent (100%) survivorship benefit
                  payable to any designated Beneficiary; or

                                    (4)      In such other form as the Committee
                  may provide from time to time."

         7.       Sections 4.02 and 4.03 of the Plan are each amended by
striking the phrase "ten (10) Years of Service with the Employer" each place it
appears therein and replacing it with the phrase "five (5) Years of Service with
the Employer."

         8.       A new Section 4.06 is hereby added to the Plan to read as
follows:

                  "4.06 Vesting Upon a Change in Control. Notwithstanding
                  anything in the Plan to the contrary, but remaining subject to
                  Section 4.05, upon a Change in Control each Member shall be
                  deemed vested in his SERP Benefit, without regard to any Years
                  of Service requirement. Such SERP Benefit will be payable at
                  the time and in the manner described in the applicable
                  Section."

         9.       Article VI of the Plan is hereby amended in its entirety to
read as follows:

                           "The Committee will administer a claims procedure as
                  follows:

                           6.01     Initial Claim. A Member or Beneficiary who
                  believes himself entitled to benefits under the Plan (the
                  'Claimant'), or the Claimant's authorized representative
                  acting on behalf of such Claimant, may make a claim for those
                  benefits by submitting a written notification of his claim of
                  right to such benefits. This notification must be on the form
                  and in accordance with the procedures

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                  established by the Committee. No benefit will be paid under
                  the Plan until a proper claim for benefits has been submitted.

                           6.02     Procedure for Review. The Committee will
                  establish administrative processes and safeguards to ensure
                  that all claims for benefits are reviewed in accordance with
                  the Plan and that, where appropriate, Plan provisions have
                  been applied consistently to similarly situated Claimants.

                           6.03     General Claim Procedures.

                           (a)      The procedure described below applies to
                  claims for benefits other than disability benefit claims under
                  Section 4.02. If a claim is wholly or partially denied, the
                  Committee will notify the Claimant within a reasonable period
                  of time, but not later than 90 days after receipt of the
                  claim, unless the Committee determines that special
                  circumstances require an extension of time for processing the
                  claim. If the Committee determines that an extension of time
                  for processing is required, written notice of the extension
                  will be furnished to the Claimant prior to the termination of
                  the initial 90-day period. In no event will such extension
                  exceed a period of 180 days from receipt of the claim. The
                  extension notice will indicate: (i) the special circumstances
                  necessitating the extension and (ii) the date by which the
                  Committee expects to render a benefit determination. A benefit
                  denial notice will be written in a manner calculated to be
                  understood by the Claimant and will set forth: (i) the
                  specific reason or reasons for the denial, (ii) the specific
                  reference to the Plan provisions on which the denial is based,
                  (iii) a description of any additional material or information
                  necessary for the Claimant to perfect the claim, with reasons
                  therefor, and (iv) the procedure for reviewing the denial of
                  the claim and the time limits applicable to such procedures,
                  including a statement of the Claimant's right to bring a legal
                  action under ERISA following an adverse benefit determination
                  on review.

                           (b)      Appeal Procedure. In the case of an adverse
                  benefit determination, the Claimant or his representative will
                  have the opportunity to appeal to the Committee for review
                  thereof by requesting such review in writing to the Committee
                  within 60 days of receipt of notification of the denial.
                  Failure to submit a proper application for appeal within such
                  60 day period will cause such claim to be permanently denied.
                  The Claimant or his representative shall be provided, upon
                  request and free of charge, reasonable access to, and copies
                  of, all documents, records and other information relevant to
                  the claim. The Claimant or his representative will also be
                  provided the opportunity to submit written comments,
                  documents, records and other information relating to the claim
                  for benefits. The Committee shall review the appeal taking
                  into account all comments, documents, records and other
                  information submitted by the Claimant or his representative
                  relating to the claim, without regard to whether such
                  information was submitted or considered in the initial benefit
                  determination.

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                           (c)      Decision on Appeal. The Committee will
                  notify a Claimant of its decision on appeal within a
                  reasonable period of time, but not later than 60 days after
                  receipt of the Claimant's request for review, unless the
                  Committee determines that special circumstances require an
                  extension of time for processing the appeal. If the Committee
                  determines that an extension of time for processing is
                  required, written notice of the extension will be furnished to
                  the Claimant prior to the termination of the initial 60-day
                  period. In no event will such extension exceed a period of 60
                  days from the end of the initial period. The extension notice
                  will indicate: (i) the special circumstances necessitating the
                  extension and (ii) the date by which the Committee expects to
                  render a benefit determination. An adverse benefit decision on
                  appeal will be written in a manner calculated to be understood
                  by the Claimant and will set forth: (i) the specific reason or
                  reasons for the adverse determination, (ii) the specific
                  reference to the Plan provisions on which the denial is based,
                  (iii) a statement that the Claimant is entitled to receive,
                  upon request and free of charge, reasonable access to and
                  copies of all documents, records, and other information
                  relevant to the Claimant's claim and (iv) a statement of the
                  Claimant's right to bring a legal action under ERISA.

                  6.04 Disability Claim Procedures.

                           (a)      Disability Benefit Claim Denial Procedure.
                  If a claim for a disability retirement benefit under Section
                  4.02 is denied, the Corporation's Director of Compensation and
                  Benefits (the "Claims Fiduciary") shall notify the Claimant,
                  in accordance with Department of Labor Regulation Section
                  2560.503-1(g), of the Plan's adverse benefit determination
                  within a reasonable period of time, but not later than 45 days
                  after receipt of the claim by the Plan. This period may be
                  extended by the Plan for up to 30 days, provided that the
                  Claims Fiduciary both determines that such an extension is
                  necessary due to matters beyond the control of the Plan and
                  notifies the Claimant prior to the expiration of the initial
                  45-day period, of the circumstances requiring the extension of
                  time and the date by which the Plan expects to render a
                  decision. If prior to the end of the first 30-day extension
                  period, the Claims Fiduciary determines that, due to matters
                  beyond the control of the Plan, a decision cannot be rendered
                  within that extension period, the period for making the
                  determination may be extended for up to an additional 30 days,
                  provided that the Claims Fiduciary notifies the Claimant,
                  prior to the expiration of the first 30-day extension period,
                  of the circumstances requiring the extension and the date as
                  of which the Plan expects to render a decision. In the case of
                  any extension, the notice shall specifically explain the
                  standards on which entitlement to a disability benefit is
                  based, the unresolved issues that prevent a decision on the
                  claim and the additional information needed to resolve those
                  issues and the fact that the Claimant will be allowed at least
                  45 days within which to provide the specified information.

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                           (b)      Disability Benefit Appeal Procedure. Any
                  Claimant whose claim for a disability retirement benefit is
                  denied, may, within 180 days after the Claimant's receipt of
                  notice of the denial, request a review of the denial by notice
                  given, in writing to the Claims Fiduciary. Such review shall:
                  (i) not afford deference to the initial adverse benefit
                  determination; (ii) provide for the identification of medical
                  or vocational experts whose advice was obtained on behalf of
                  the Plan in connection with the initial adverse determination,
                  without regard to whether the advice was relied upon in making
                  the initial determination; and (iii) shall be conducted by the
                  Committee (the "Appeal Fiduciary"). In deciding an appeal that
                  is based in whole or in part on a medical judgment, the Appeal
                  Fiduciary shall consult with a health care professional who
                  has appropriate training and experience in the field of
                  medicine involved in the medical judgment and who was not
                  consulted in connection with the initial adverse determination
                  and is not the subordinate of any such individual."

         10.      A new Section 7.13 is hereby added to the Plan to read as
follows:

                  "7.13    Actuarial Equivalents. Whenever the determination of
                  actuarial equivalence is required by the Plan or an amount is
                  to be actuarially adjusted, such determination or adjustment
                  shall be made using the Actuarial Assumptions."

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                  IN WITNESS WHEREOF, the Employer has caused this Amendment to
be executed this ____ day of May, 2003.

WITNESS/ATTEST                              YORK INTERNATIONAL CORPORATION

____________________________________       By: ________________________________

Print Name _________________________       Print Name: ________________________

                                           Title: _____________________________


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