Filed by Bowne Pure Compliance





Exhibit 10.2




LENNOX INTERNATIONAL INC.

SUPPLEMENTAL RETIREMENT PLAN

(As Amended and Restated as of January 1, 2009)




THIS SUPPLEMENTAL RETIREMENT PLAN, made and executed in Richardson, Texas, by Lennox
International Inc., a Delaware corporation (the “Company”),



WITNESSETH THAT:




WHEREAS, the Company has maintained an unfunded supplemental retirement plan known as the
Lennox International Inc. Supplemental Retirement Plan (the “Plan”) to supplement the benefits
provided by the Lennox International Inc. Consolidated Pension Plan to certain executives and their
beneficiaries; and



WHEREAS, the Company now desires to amend and restate the Plan to make certain changes;



NOW, THEREFORE, pursuant to Section 6.2 thereof, the Plan is hereby amended and restated in
its entirety to read as follows:



Article 1. Definitions




1.1 Definitions. Whenever used in the Plan, the following terms shall have the
respective meanings set forth below unless otherwise expressly provided herein, and when the
defined meaning is intended the term is capitalized:




	 	(a)	 	“Company” means Lennox International Inc., a Delaware corporation.

	 
	 	(b)	 	“Covered Compensation” shall have the meaning assigned to the term
under the Qualified Pension Plan in effect as of December 31, 2008, had such Qualified
Pension Plan not been frozen.

	 
	 	(c)	 	“Early Retirement Date” of a Participant means the earlier of (i) the
first day on or after his or her 62nd birthday that he or she has completed 10 or more
Years of Vesting Service, or (ii) the first day on or after his or her 55th birthday
that his or her age and Years of Vesting Service total 80 or more.

	 
	 	(d)	 	“Employer” means the Company, Lennox Industries Inc., Heatcraft Inc.
and any other trade or business which may subsequently adopt the Plan with the consent
of the Chief Executive Officer of the Company.





 


 









 





	 	(e)	 	“Executive” means (i) prior to January 1, 1998, any employee in the
employ of an Employer assigned an executive labor grade of 8 or above, John Dugan and
David Chase, (ii) during 1998 and 1999, any employee who was an Executive on December
31, 1997, and any other employee in the employ of an Employer who was a Vice
President-A or who filled a position after discontinuance of the labor grade system
that previously had been an executive labor grade of 8 or above, and (iii) after
December 31, 1999, any employee in the employ of an Employer (A) in the position of
either Chief Executive Officer or Chief Operating Officer of the Company or (B) in
an Executive Vice President position reporting directly to either such officer.

	 
	 	(f)	 	“Final Average Compensation” shall have the meaning assigned to the
term under the Qualified Pension Plan in effect as of December 31, 2008, had such
Qualified Pension Plan not been frozen, except that in determining Final Average
Compensation for purposes of this Plan (i) the dollar limitation imposed by Section
401(a)(17) of the Internal Revenue Code shall not apply, and (ii) any bonus paid to a
Participant during 1991 for personal services rendered to an Employer during 1990 shall
be included in determining the compensation paid to the Participant for both 1990 and
1991.

	 
	 	(g)	 	“Normal Retirement Date” of a Participant means his or her 65th
birthday.

	 
	 	(h)	 	“Participant” means any individual who has become a Participant in the
Plan under Article 2 and whose benefits under the Plan have not been fully distributed.

	 
	 	(i)	 	“Plan” means this Lennox International Inc. Supplemental Retirement
Plan, as from time to time in effect.

	 
	 	(j)	 	“Qualified Pension Plan” means the Lennox International Inc.
Consolidated Pension Plan (or any successor plan) as in effect on January 1, 2008, and
as from time to time in effect thereafter, except that the supplements to the Qualified
Pension Plan shall be disregarded for purposes of determining actuarial equivalence,
forms of benefits and benefit commencement dates under this Plan.

	 
	 	(k)	 	“Separation from Service” means with respect to a Participant, the
Participant’s separation from service (within the meaning of Section 409A of the
Internal Revenue Code and the regulations and other guidance issued thereunder) with
the group of employers that includes the Company and each Affiliated Company (as
hereinafter defined). An employee’s Separation from Service shall be deemed to occur
on the date as of which the employee and his or her employer reasonably anticipate that
no further services will be performed after such date or that the level of bona fide
services the employee will perform after such date (whether as an employee or an
independent contractor) will permanently decrease to no more than 20% of the average
level of bona fide services performed (whether as an employee or an independent
contractor) over the immediately preceding 36-month period (or the full period of
services to the employer if the employee has been providing services to the employer
less than 36 months). For purposes of this definition, “Affiliated Company” shall mean
any incorporated or unincorporated trade or business or other entity or person, other
than the Company, that along with the Company is considered a single employer under
Section 414(b) or Section 414(c) of the Internal Revenue Code.





 


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	 	(l)	 	“Specified Employee” means a Participant who is a specified employee
within the meaning of Section 409A(a)(2) of the Internal Revenue Code and the
regulations and other guidance issued thereunder. Specified Employees shall be
identified by the Compensation and Human Resources Committee of the Board of Directors
of the Company.

	 
	 	(m)	 	“Year of Credited Service” shall have the meaning assigned to the term
under the Qualified Pension Plan in effect as of December 31, 2008, had such Qualified
Pension Plan not been frozen, except that for purposes of determining the Years of
Credited Service under this Plan of a Participant who first becomes a Participant in
the Plan after January 1, 1991, any period of his or her employment before first
becoming an Executive shall be disregarded.

	 
	 	(n)	 	“Year of Vesting Service” shall have the meaning assigned to the term
under the Qualified Pension Plan.






Article 2. Participation




2.1 Participation. Each Executive shall become a Participant in this Plan on the
later of January 1, 1991 or the date he or she becomes an Executive.



Article 3. Benefits Not Subject to Section 409A




3.1 Application of this Article. Any provision of this Article 3 to the contrary
notwithstanding, this Article shall apply only to the extent of any benefits of a Participant under
the Plan that are not subject to Section 409A of the Internal Revenue Code, as determined in
accordance with the regulations and other guidance issued thereunder, and benefits payable to or on
behalf of a Participant under this Article shall be calculated accordingly,



3.2 Normal Retirement Benefit Not Subject to Section 409A.




	 	(a)	 	Eligibility. Subject to Section 3.5, a Participant shall be eligible
for a normal retirement benefit under this Article 3 upon termination of employment
from the Employers and their affiliates on or after his or her Normal Retirement Date.

	 
	 	(b)	 	Amount. A Participant eligible for a normal retirement benefit under
this Article 3 shall be entitled to a monthly normal retirement benefit calculated as
follows:

	 
	 	 	 	Step (1). There shall first be determined 2.0% of one-twelfth of the
Participant’s Final Average Compensation.





 


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	 	 	 	Step (2). To the amount determined under Step (1) above, there shall be
added 1.2% of one-twelfth of the excess of the Participant’s Final Average
Compensation over his or her Covered Compensation.

	 
	 	 	 	Step (3). The sum determined under Step (2) above shall be multiplied by
the Years of Credited Service (not in excess of 15) credited to the Participant at
his or her termination of employment.

	 
	 	 	 	Step (4). From the amount thus determined, there shall be deducted the
actuarial equivalence (determined in accordance with the Lennox International Inc.
Pension Plan for Salaried Employees, but without regard to the Supplements thereto,
as in effect on December 31, 2004) of the monthly benefit under a single-premium
nontransferable single-life annuity which could be provided by the sum of (i) the
vested balance in the Participant’s Employer Account in the Lennox International
Inc. Profit Sharing Retirement Plan and (ii) the vested balance in the Participant’s
deferred compensation account, if any, in the Lennox International Inc. Profit
Sharing Restoration Plan, as of the date the Participant terminated employment.

	 
	 	 	 	Step (5). From the amount thus determined, there shall be deducted the
monthly normal retirement benefit the Participant is entitled to receive in the form
of a single-life annuity under the Qualified Pension Plan, and the remainder shall
be the monthly normal retirement benefit in the form of a single-life annuity under
this Plan.

	 
	 	(c)	 	Commencement. Normal retirement benefit payments under this Article 3
to a Participant shall commence at the same time that his or her normal retirement
benefit payments commence under the Qualified Pension Plan, or if no normal retirement
benefit payments are payable to him or her under the Qualified Pension Plan, at the
earliest time such payments would commence under the Qualified Pension Plan if such
payments were payable to him or her.






3.3 Early Retirement Benefit Not Subject to Section 409A.




	 	(a)	 	Eligibility. Subject to Section 3.5, a Participant shall be eligible
for an early retirement benefit under this Article 3 upon termination of employment
from the Employers and their affiliates on or after his or her Early Retirement Date
but prior to his or her Normal Retirement Date.

	 
	 	(b)	 	Amount. A Participant eligible for an early retirement benefit under
this Article 3 shall be entitled to a monthly early retirement benefit calculated in
the same manner as a monthly normal retirement benefit under Section 3.2(b), except
that (i) prior to the deduction described in Step (5), the amount determined under Step
(4) shall be reduced by 0.5% for each month (or any fraction thereof) that the
Participant’s early retirement benefit under this Article commences prior to his or her
60th birthday, and (ii) instead of the monthly normal retirement benefit under the
Qualified Pension Plan, there shall be deducted under Step (5) the monthly early
retirement benefit the
Participant is entitled to receive in the form of a single-life annuity under the
Qualified Pension Plan, determined assuming that the early retirement benefit
commences under the Qualified Pension Plan on the same day that the Participant’s
early retirement benefit commences under this Article.





 


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	 	(c)	 	Commencement. Early retirement benefit payments under this Article 3
to a Participant shall commence on the first day of the month following the later of
his or her 60th birthday or his or her termination of employment. However, in the case
of a Participant who terminated employment prior to his or her 60th birthday, (i) if he
or she elected to commence receiving early retirement benefit payments under the
Qualified Pension Plan on some day prior to his or her 60th birthday, with the consent
of the Company he or she may elect to commence receiving his or her early retirement
benefit payments under this Article on that same day, or (ii) if no early retirement
benefit payments are payable to him or her under the Qualified Pension Plan, with the
consent of the Company he or she may elect to commence receiving his or her early
retirement benefit payments under this Article on any day prior to his or her 60th
birthday that early retirement benefit payments to him or her could commence under the
Qualified Pension Plan if such payments were payable to him or her.






3.4 Deferred Vested Retirement Benefit Not Subject to Section 409A.




	 	(a)	 	Eligibility. Subject to Section 3.5, a Participant shall be eligible
for a deferred vested retirement benefit under this Article 3 upon termination of
employment from the Employers and their affiliates after completion of five Years of
Vesting Service but prior to his or her Early Retirement Date.

	 
	 	(b)	 	Amount. A Participant eligible for a deferred vested retirement
benefit under this Article 3 shall be entitled to a monthly deferred vested retirement
benefit calculated in the same manner as a monthly normal retirement benefit under
Section 3.2(b), except that (i) prior to the deduction described in Step (5), the
amount determined under Step (4) shall be reduced by 0.5% for each month (or any
fraction thereof) that the Participant’s deferred vested retirement benefit under this
Article 3 commences prior to his or her 62nd birthday, and (ii) instead of the monthly
normal retirement benefit under the Qualified Pension Plan, there shall be deducted
under Step (5) the monthly deferred vested retirement benefit the Participant is
entitled to receive in the form of a single-life annuity under the Qualified Pension
Plan, determined assuming that the deferred vested retirement benefit commences under
the Qualified Pension Plan on the same day that the Participant’s deferred vested
retirement benefit commences under this Article.





 


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	 	(c)	 	Commencement. Deferred vested retirement benefit payments under this
Article 3 to a Participant shall commence on the first day of the month following the
later of his or her 62nd birthday or his or her termination of employment. However, in
the case of a Participant who terminated employment prior to his or her 62nd birthday,
(i) if he or she elected to commence receiving deferred vested retirement benefit
payments under
the Qualified Pension Plan on some day prior to his or her 62nd birthday, with the
consent of the Company he or she may elect to commence receiving his or her deferred
vested retirement benefit payments under this Article on that same day, or (ii) if
no deferred vested retirement benefit payments are payable to him or her under the
Qualified Pension Plan, with the consent of the Company he or she may elect to
commence receiving his or her deferred vested retirement benefit payments under this
Article on any day prior to his or her 62nd birthday that deferred vested retirement
benefit payments to him or her could commence under the Qualified Pension Plan if
such payments were payable to him or her.






3.5 Form of Retirement Benefits Not Subject to Section 409A.




	 	(a)	 	Single Participant. If a Participant is not married on the date his or
her retirement benefit payments commence under this Article 3, his or her payments
shall be made in the form of a single-life annuity, except that if he or she is
entitled to early retirement benefit payments under this Article and he or she elected
a temporary annuity form of payment for his or her early retirement benefit payments
under the Qualified Pension Plan, with the consent of the Company he or she may elect a
temporary annuity form of payment for his or her early retirement benefit payments
under this Article.

	 
	 	(b)	 	Married Participant. If a Participant is married on the date his or
her retirement benefit payments commence under this Article 3, his or her payments
shall be made in the form of a joint and 100% survivor annuity, except that (i) if he
or she has elected any other annuity form of payment for his or her retirement benefit
payments under the Qualified Pension Plan, with the consent of the Company but without
spousal consent he or she may elect that other form of payment for his or her
retirement benefit payments under this Article, and (ii) if no retirement benefit
payments are payable to him or her under the Qualified Pension Plan in an annuity form,
with the consent of the Company but without spousal consent he or she may elect any
other joint and survivor annuity form of payment available under the Qualified Pension
Plan for his or her retirement benefit payments under this Article, or with the consent
of the Company and with spousal consent he or she may elect a single-life annuity for
such benefit payments.

	 
	 	(c)	 	Actuarial Equivalence. Whenever the amount of retirement benefit
payments under this Article 3 is calculated in the form of a single-life annuity but
such payments commence in any other annuity form, the amount so calculated shall be
adjusted on the basis of actuarial equivalence (as determined in accordance with the
Lennox International Inc. Pension Plan for Salaried Employees, but without regard to
the Supplements thereto, as in effect on December 31, 2004) and the adjusted amount
shall be the amount of the payments made in the other annuity form.











 


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3.6 Death Benefit Not Subject to Section 409A.




	 	(a)	 	Eligibility. If a Participant dies on or after either his or her
Normal Retirement Date or his or her completion of five Years of Vesting Service but
prior to the date his or her retirement benefit commences under this Article 3, and if
either he or she had been married during the entire one-year period ending on the date
of his or her death or he or she had been an Executive to whom Article 7 of the Plan as
in effect on December 31, 2004, applies, his or her surviving spouse shall be eligible
for a death benefit under this Article.

	 
	 	(b)	 	Amount. A surviving spouse eligible for a death benefit under this
Article 3 shall be entitled to a monthly death benefit calculated as the monthly
retirement benefit that would have been payable under this Article to the surviving
spouse under a joint and 50% survivor annuity had the Participant (i) terminated
employment on the date of his or her death (unless he or she was no longer in the
employ of the Employers and their affiliates on such date), (ii) subsequently commenced
receiving a deferred vested retirement benefit, early retirement benefit or normal
retirement benefit, whichever would be applicable, under this Article in the form of a
joint and 50% survivor annuity with his or her surviving spouse, and (iii) then died
immediately thereafter. The monthly payment of the retirement benefit described in
clause (ii) of the preceding sentence shall be calculated as if the Participant had
survived until the commencement of a retirement benefit of the same type under the
Qualified Pension Plan. Any early retirement death benefit payable to a surviving
spouse shall be calculated assuming that an early retirement benefit to the Participant
under the Qualified Pension Plan commenced on the day that the surviving spouse’s early
retirement death benefit commences under this Article.

	 
	 	(c)	 	Commencement. Death benefit payments under this Article 3 to a
surviving spouse shall be paid during the spouse’s lifetime, commencing at the time the
deceased Participant would have commenced receiving the retirement benefit described in
clause (ii) of Section 3.6(b). However, in the case of a retirement benefit described
in clause (ii) of Section 3.6(b) that is an early retirement benefit for a Participant
who died prior to his or her 60th birthday, (i) if the surviving spouse elected to
commence receiving early retirement death benefit payments under the Qualified Pension
Plan on some day prior to the Participant’s 60th birthday, with the consent of the
Company the surviving spouse may elect to commence receiving early retirement death
benefit payments under this Article on that same day, or (ii) if no early retirement
death benefit payments are payable to the surviving spouse under the Qualified Pension
Plan, with the consent of the Company the surviving spouse may elect to commence
receiving early retirement death benefit payments under this Article on any day prior
to the Participant’s 60th birthday that early retirement death benefit payments to the
surviving spouse could commence under the Qualified Pension Plan if such payments were
payable.





 


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3.7 Company Consent. Whenever the consent of the Company is required under this
Article 3, such consent may be given only by the Chief Executive Officer of the Company in his or
her sole discretion, except that with respect to any matters relating to the benefits payable under
this Article to or on behalf of the Chief Executive Officer, such consent may be given only by the
Board of Directors of the Company in its sole discretion.



3.8 Lump Sum Payments of Benefits Not Subject to Section 409A.




	 	(a)	 	Application of this Section. This Section 3.8 shall apply only to an
Executive who on December 31, 2004, was in the group of Executives eligible to elect a
lump sum payment pursuant to Article 7 of the Plan as in effect on December 31, 2004.

	 
	 	(b)	 	Lump Sum Payments to Executives. In the case of an Executive to whom
this Section 3.8 applies, such Executive may make an irrevocable election in writing to
receive a lump sum payment that is the actuarial equivalence of the retirement benefit
payments payable (or remaining payable, if payments have commenced) to him or her and
his or her spouse, if applicable, under this Article 3. If such Executive so elects,
the lump sum payment shall be made in lieu of such retirement benefit payments on the
following date: (i) if such Executive was in the employ of an Employer or any affiliate
thereof after 2002 and was born after 1941, the later of his or her termination of
employment from the Employers and their affiliates or the first anniversary date of his
or her election, (ii) if such Executive was not in the employ of an Employer or any
affiliate thereof after 2002 and his or her retirement benefit payments under the Plan
commence on or before January 1, 2006, the later of such date or the first anniversary
date of his or her election, and (iii) if such Executive was not in the employ of an
Employer or any affiliate thereof after 2002 and his or her retirement benefit payments
under the Plan do not commence on or before January 1, 2006, the later of January 1,
2008, or the first anniversary date of his or her election.

	 
	 	(c)	 	Lump Sum Payments after Death. A lump sum payment shall be made under
this Section 3.8 with respect to an Executive who had elected to receive a lump sum
payment pursuant to either Section 3.8(b) above or Article 7 of the Plan as in effect
on December 31, 2004, but who is not living on the date the payment is due only if (i)
the Executive died married prior to the commencement of his or her retirement benefit
payments under this Article 3 (regardless of whether he or she had been married during
the entire one-year period ending on the date of his or her death), (ii) the Executive
died married while receiving retirement benefit payments under the Plan in the form of
a joint and survivor annuity and while married to the spouse to whom he or she was
married when the retirement benefit payments commenced, or (iii) the Executive died
unmarried. If such Executive died married, a lump sum payment shall be made to the
Executive’s surviving spouse on the date a lump sum payment was due to the Executive
pursuant to Section 3.8(b), based only on the benefit payments then remaining payable
to the surviving spouse. If such Executive died unmarried, a lump sum payment shall be
made to the Executive’s estate on the date a lump sum payment was due to the Executive
pursuant to Section 3.8(b), based on the benefit payments
that would have been payable to the Executive if he or she had remained unmarried
and not died.





 


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	 	(d)	 	Actuarial Equivalence. For purposes of this Section 3.8, actuarial
equivalence shall be determined as of the date of the lump sum payment in accordance
with the actuarial assumptions in effect under the Lennox International Inc. Pension
Plan for Salaried Employees (but without regard to the Supplements thereto) as in
effect on December 31, 2004, for lump sum payments and based only on the form of
payments then remaining payable to the recipient and his or her spouse, if applicable.






Article 4. Benefits Subject to Section 409A




4.1 Application of this Article. Any provision of this Article 4 to the contrary
notwithstanding, this Article shall apply only to the extent of any benefits of a Participant under
the Plan that are subject to Section 409A of the Internal Revenue Code, as determined in accordance
with the regulations and other guidance issued thereunder. In no event shall benefits payable to
or on behalf of a Participant under this Article duplicate any benefits payable to or on behalf of
the Participant under Article 3.



4.2 Normal Retirement Benefit Subject to Section 409A.




	 	(a)	 	Eligibility. Subject to Section 4.5, a Participant shall be eligible
for a normal retirement benefit under the Plan upon his or her Separation from Service
on or after his or her Normal Retirement Date for any reason other than death.

	 
	 	(b)	 	Amount. A Participant eligible for a normal retirement benefit under
the Plan shall be entitled to a monthly normal retirement benefit calculated as of the
date of his or her Separation from Service, as follows:

	 
	 	 	 	Step (1). There shall first be determined 2.0% of one-twelfth of the
Participant’s Final Average Compensation.

	 
	 	 	 	Step (2). To the amount determined under Step (1) above, there shall be
added 1.2% of one-twelfth of the excess of the Participant’s Final Average
Compensation over his or her Covered Compensation.

	 
	 	 	 	Step (3). The sum determined under Step (2) above shall be multiplied by
the Years of Credited Service (not in excess of 15) credited to the Participant at
his or her Separation from Service.





 


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	 	 	 	Step (4). From the amount thus determined, there shall be deducted the
actuarial equivalence (determined in accordance with the Qualified Pension Plan) of
the monthly benefit under a single-premium nontransferable single-life annuity which
could be provided by the sum of (i) the vested balance in the Participant’s Employer
Account under the Profit Sharing Plan portion of the Lennox International Inc.
Merged Profit Sharing and 401(k) Retirement Plan and (ii) the vested balance in the
Participant’s deferred compensation account, if any, in the Lennox International
Inc. Profit Sharing Restoration Plan, as of the date of his or her Separation from
Service.

	 
	 	 	 	Step (5). From the amount thus determined, there shall be deducted the
monthly normal retirement benefit the Participant would have been entitled to
receive in the form of a single-life annuity under the Qualified Pension Plan in
effect as of December 31, 2008, had participation and benefits under such Qualified
Pension Plan not been frozen, and the remainder shall be the monthly normal
retirement benefit in the form of a single-life annuity under this Plan.






4.3 Early Retirement Benefit Subject to Section 409A.




	 	(a)	 	Eligibility. Subject to Section 4.5, a Participant shall be eligible
for an early retirement benefit under the Plan upon his or her Separation from Service
on or after his or her Early Retirement Date but prior to his or her Normal Retirement
Date for any reason other than death.

	 
	 	(b)	 	Amount. A Participant eligible for an early retirement benefit under
the Plan shall be entitled to a monthly early retirement benefit calculated in the same
manner as a monthly normal retirement benefit under Section 4.2(b), except that (i)
prior to the deduction described in Step (5), the amount determined under Step (4)
shall be reduced by 0.5% for each month (or any fraction thereof) that the
Participant’s early retirement benefit under the Plan commences prior to his or her
60th birthday, and (ii) instead of the monthly normal retirement benefit under the
Qualified Pension Plan, there shall be deducted under Step (5) the monthly early
retirement benefit the Participant would have been entitled to receive in the form of a
single-life annuity under the Qualified Pension Plan in effect as of December 31, 2008,
had participation and benefits under such Qualified Pension Plan not been frozen,
determined assuming that the early retirement benefit commences under the Qualified
Pension Plan on the same day that the Participant’s early retirement benefit commences
under this Article 4.






4.4 Deferred Vested Retirement Benefit Subject to Section 409A.




	 	(a)	 	Eligibility. Subject to Section 4.5, a Participant shall be eligible
for a deferred vested retirement benefit under the Plan upon his or her Separation from
Service after completion of five Years of Vesting Service but prior to his or her Early
Retirement Date for any reason other than death.





 


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	 	(b)	 	Amount. A Participant eligible for a deferred vested retirement
benefit under the Plan shall be entitled to a monthly deferred vested retirement
benefit calculated in the same manner as a monthly normal retirement benefit under
Section 4.2(b), except that (i) prior to the deduction described in Step (5), the
amount determined under Step (4)
shall be reduced by 0.5% for each month (or any fraction thereof) that the
Participant’s deferred vested retirement benefit under the Plan commences prior to
his or her 62nd birthday, and (ii) instead of the monthly normal retirement benefit
under the Qualified Pension Plan, there shall be deducted under Step (5) the monthly
deferred vested retirement benefit the Participant would have been entitled to
receive in the form of a single-life annuity under the Qualified Pension Plan in
effect as of December 31, 2008, had participation and benefits under such Qualified
Pension Plan not been frozen, determined assuming that the deferred vested
retirement benefit commences under the Qualified Pension Plan on the same day that
the Participant’s deferred vested retirement benefit commences under this Article 4.






4.5 Time and Form of Retirement Benefits Subject to Section 409A.




	 	(a)	 	Single Participant. Except in the case of an Executive who has elected
to receive a lump sum payment pursuant to Section 4.5(e), if a Participant is not
married on the first day of the month following the later of his or her 62nd
birthday or his or her Separation from Service, then monthly retirement benefit
payments shall be made to him or her in the form of a single-life annuity.

	 
	 	(b)	 	Married Participant. Except in the case of an Executive who has
elected to receive a lump sum payment pursuant to Section 4.5(e), if a Participant is
married on the first day of the month following the later of his or her 62nd
birthday or his or her Separation from Service, then monthly retirement benefit
payments shall be made to him or her (and following his or her death to the spouse to
whom he or she was married on such first day if such spouse survives him or her) in the
form of a joint and 50% survivor annuity with his or her spouse as the survivor
annuitant, or if the Participant so elects prior to such first day, in the form of a
single-life annuity, a joint and 75% survivor annuity with his or her spouse as the
survivor annuitant, or a joint and 100% survivor annuity with his or her spouse as the
survivor annuitant.

	 
	 	(c)	 	Commencement of Monthly Payments. Monthly payments to a Participant
under this Section 4.5 shall commence being made on the first day of the month
following the later of his or her 62nd birthday or his or her Separation
from Service; provided, however, that if such Participant is a Specified Employee as of
the date of his or her Separation from Service, then any payments that would otherwise
be made to the Participant during the first six months following his or her Separation
from Service shall be accumulated and paid on the first day of the seventh month after
the date of his or her Separation from Service (or if earlier, the first day of the
month after his or her death). If a Participant dies while payments are being
accumulated pursuant to the preceding sentence, the accumulated payments shall be paid
to his or her surviving spouse, if any, or if none, to his or her estate.





 


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	 	(d)	 	Actuarial Equivalence. Whenever the amount of retirement benefit
payments under this Article 4 is calculated in the form of a single-life annuity but
such payments commence in any other annuity form, the amount so calculated shall be
adjusted on
the basis of actuarial equivalence (as determined in accordance with the Qualified
Pension Plan) and the adjusted amount shall be the amount of the payments made in
the other annuity form.

	 
	 	(e)	 	Lump Sum Payments. This subsection (e) shall apply only to an
Executive (A) in the position of either Chief Executive Officer or Chief Operating
Officer of the Company or (B) in an Executive Vice President position reporting
directly to either such officer. An Executive to whom this subsection applies may
elect in writing on or before the later of (i) the last day prior to the commencement
of his or her participation in the Plan or (ii) December 31, 2008, to have any
retirement benefits payable under the foregoing provisions of this Article 4 to or on
behalf of such Executive paid on the first day of the month following his or her
Separation from Service in a lump sum payment that is the actuarial equivalence of any
such benefits; provided, however, that if such Executive is a Specified Employee as of
the date of his or her Separation from Service, then any such payment shall be made on
the first day of the seventh month after the date of his or her Separation from Service
(or if earlier, the first day of the month after his or her death). An Executive who
elected a lump sum payment pursuant to Article 7 of the Plan as in effect on December
31, 2004, and whose Separation from Service occurred before January 1, 2008, shall be
deemed to have made the election described in this subsection. If an Executive
entitled to receive a lump sum payment pursuant to this subsection dies after his or
her Separation from Service but prior to the date such payment is made, such payment
shall be made to his or her surviving spouse, if any, or if none, to his or her estate.
For purposes of this subsection, actuarial equivalence shall be determined as of the
first day of the month following the month in which the Executive’s Separation from
Service occurs in accordance with the actuarial assumptions in effect under the
Qualified Pension Plan for lump sum payments.





 


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4.6 Death Benefit Subject to Section 409A.




	 	(a)	 	Eligibility. Upon the death of a Participant after either his or her
Normal Retirement Date or his or her completion of five Years of Vesting Service, a
death benefit shall be payable under this Article 4 (i) in the case of a Participant
who had been an Executive to whom Section 4.5(e) applies and who had made the lump sum
payment election provided for therein, if he or she died prior to the first of the
month following his or her Separation from Service, or (ii) in the case of any other
Participant, if he or she had been married during the entire one-year period ending on
the date of his or her death and he or she died prior to the first day of the month
following the later of his or her 62nd birthday or his or her Separation
from Service.

	 
	 	(b)	 	Amount. Except as provided in subsection (d) of this Section, a
surviving spouse of a Participant for whom a death benefit under this Article 4 is
payable shall be entitled to a monthly death benefit calculated as the monthly
retirement benefit that would have been payable under this Article 4 to the surviving
spouse under a joint and 50% survivor annuity had the Participant (i) had a Separation
from Service on the date of his or her death (unless he or she had an earlier
Separation from Service), (ii) subsequently commenced receiving a deferred vested
retirement benefit, early retirement benefit or normal retirement benefit, whichever
would be applicable, under the Plan in the form of a joint and 50% survivor annuity
with his or her surviving spouse, and (iii) then died immediately thereafter. The
monthly payment of the retirement benefit described in clause (ii) of the preceding
sentence shall be calculated as if the Participant had survived until the commencement
of a retirement benefit of the same type under the Qualified Pension Plan. Any early
retirement death benefit payable to a surviving spouse shall be calculated assuming
that an early retirement benefit to the Participant under the Qualified Pension Plan
commenced on the day that the surviving spouse’s early retirement death benefit
commences under this Article 4.

	 
	 	(c)	 	Commencement. Except as provided in subsection (d) of this Section,
death benefit payments under the Plan to a surviving spouse shall be paid during the
spouse’s lifetime, commencing at the time the deceased Participant would have commenced
receiving the retirement benefit described in clause (ii) of Section 4.6(b),
disregarding any delay in payment required for a Specified Employee.

	 
	 	(d)	 	Lump Sum Payments. A lump sum payment of any death benefit payable
under this Section 4.6 shall be made on behalf of an Executive who had elected to
receive a lump sum payment pursuant to Section 4.5(e). If such Executive died married
(regardless of whether he or she had been married during the entire one-year period
ending on the date of his death), a lump sum payment shall be made to the Executive’s
surviving spouse on the first day of the month following the Executive’s death, based
only on the actuarial equivalence (determined in accordance with Section 4.5(e)) of the
death benefits payable under subsection (b) of this Section to the Executive’s
surviving spouse. If such Executive died unmarried, a lump sum payment shall be made
to the Executive’s estate on the first day of the month following the Executive’s
death,
based on the actuarial equivalence (determined in accordance with Section 4.5(e)) of
the retirement benefit payments that would have been payable to the Executive under
this Article 4 if he or she had not died but otherwise had a Separation from Service
on the date of his death.





 


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4.7 Payment Election Changes. Prior to January 1, 2009, a Participant may make a new
election with respect to the form of payment under this Article 4, provided that such election
complies with the transition relief requirements for changing a payment election prescribed by the
Internal Revenue Service in Notice 2007-86 (or in any other applicable guidance issued by the
Internal Revenue Service). After December 31, 2008, any change by a Participant with respect to
the time or form of payment under this Article shall become effective (i) not earlier than the date
that is 12 months after the filing of such change and (ii) only if the date for the payment or
commencement of payments being elected is at least five years after the date as of which such
benefit otherwise would have been paid or commenced being paid in the absence of such change, where
for this purpose annuity payments shall be treated as a single payment. Any election or change
under this Section shall be made by a Participant on a form prescribed by and filed with or as
directed by the Management Committee.



Article 5. General Benefits Provisions




5.1 Continuation of Normal Retirement Benefit. If a Participant receiving a normal
retirement benefit under the Plan dies survived by a spouse and/or minor children prior to
attaining the age of 70 years, and if such Participant was receiving such benefit in the form of a
single-life annuity, the monthly normal retirement benefit payments that had been payable to him or
her under the Plan shall be continued to such spouse and/or minor children until the date the
Participant would have attained the age of 70 years.



5.2 Continuation of Early or Deferred Vested Retirement Benefit. If a Participant
receiving either an early retirement benefit or a deferred vested retirement benefit under the Plan
dies survived by a spouse and/or minor children prior to attaining the age specified in the
following table that corresponds to such Participant’s age at the commencement of such benefit, and
if he or she was receiving such benefit in the form of a single-life annuity, the monthly
retirement benefit payments that had been payable to him or her under the Plan shall be continued
to such spouse and/or minor children until the date the Participant would have attained the age
specified in the following table that corresponds to his or her age at the commencement of such
benefit:



	 	 	 
	Benefit Commencement Age	 	Participant’s Age
	62 or less
	 	64
	63
	 	66
	64
	 	68






 


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5.3 Employment Agreement. Any provision of this Section 5.3 to the contrary
notwithstanding, no provision of this Section shall apply to the extent such application would
cause any benefits under the Plan to be subject to the tax imposed under Section 409A of the
Internal
Revenue Code. The benefits provided under this Plan to any Executive who has entered into a Change
of Control Employment Agreement with his or her Employer shall be adjusted in accordance with the
terms of that Agreement. Any terms of a Change of Control Employment Agreement that apply to
increase an Executive’s age shall apply for all purposes under this Plan, including without
limitation an acceleration in the commencement date of the Executive’s benefit payments. If such
an acceleration causes the Executive’s retirement benefit under this Plan to commence before his or
her corresponding retirement benefit under the Qualified Pension Plan may commence, the deduction
provisions in Step (5) of Section 3.3(b) shall apply using whatever retirement benefit may commence
under the Qualified Pension Plan at the time the retirement benefit commences under this Plan (or
if no retirement benefit may commence under the Qualified Pension Plan at that time, using the
retirement benefit that may commence earliest under the Qualified Pension Plan, but without any
adjustment in the amount of the retirement benefit payable under the Qualified Pension Plan to
reflect the different commencement dates).



Article 6. Financing




6.1 Financing. The benefits under the Plan shall be paid out of the general assets of
the Employers. The benefits shall not be funded in advance of payment in any way. This Article
shall be subject to the terms of the Grantor Trust Agreement dated November 16, 2000, by and
between the Company and Wachovia Bank N.A., as from time to time in effect, but such terms shall
not apply to the extent they would cause any benefits under the Plan to be subject to the tax
imposed under Section 409A of the Internal Revenue Code.



6.2 No Trust Created. No provision of the Plan and no action taken under the Plan
shall create or be construed to create either a trust of any kind or a fiduciary relationship
between the Employers and any Participant, spouse of a Participant or any other person.



6.3 Unsecured Interest. No Participant shall have any interest whatsoever in any
specific asset of the Employers. To the extent that any person acquires a right to receive
payments under the Plan, the right shall be no greater than the right of any unsecured general
creditor of the Employers.



Article 7. Administration




7.1 Administration. The Plan shall be administered by the Company. The Management
Committee, which shall be appointed by and serve at the pleasure of the Chief Executive Officer of
the Company, shall be authorized to construe and interpret all of the provisions of the Plan, to
adopt rules and practices concerning the administration of the same and to make any determinations
necessary hereunder, which shall be binding and conclusive on all parties. The Plan is intended to
provide compensation and benefits that are not subject to the tax imposed under Section 409A of the
Internal Revenue Code and shall be interpreted and administered to the extent possible in
accordance with such intent. The Company may appoint one or more persons from members of
management whose functions shall be to act for the Company in the administration of the Plan and to
establish rules and regulations for such administration.


 


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7.2 Expenses. The cost of payments from the Plan and the expenses of administering
the Plan shall be borne by the Employers.



7.3 Tax Withholding. Each Employer may withhold, or require the withholding, from any
payment which it is required to make, any federal, state or local taxes required by law to be
withheld with respect to such payment and such sum as the Employer may reasonably estimate as
necessary to cover any taxes for which the Employer may be liable and which may be assessed with
regard to such payment. Upon discharge or settlement of such tax liability, the Employer shall
distribute the balance of such sum, if any, to the Participant for whose payment it was withheld,
or if such Participant is then deceased, to the surviving spouse or estate of such Participant,
whichever is applicable. Prior to making any payment hereunder, each Employer may require such
documents from any taxing authority, or may require such indemnities or surety bond as the Employer
shall reasonably deem necessary for its protection.



7.4 Claims Procedure. If any person (hereinafter called the “Claimant”) feels that he
or she is being denied a benefit to which he or she is entitled under the Plan, such Claimant may
file a written claim for said benefit with the Management Committee. Within 60 days of the receipt
of such claim (or within 120 days of the receipt of such claim if special circumstances require an
extension of the time for processing the claim, in which event the Management Committee or its
designated representative will furnish the Claimant with a written notice indicating the special
circumstances and the time by which a determination with respect to the claim will be made), the
Management Committee or its designated representative shall determine and notify the Claimant as to
whether he or she is entitled to such benefit. Such notification shall be in writing and, if
denying the claim for benefit, shall set forth the specific reason or reasons for the denial, make
specific reference to the pertinent provisions of the Plan, and advise the Claimant that he or she
may, within 60 days of the receipt of such notice, in writing request the Management Committee to
review such denial. In connection with such request for review, the Claimant and/or his or her
duly authorized representative may examine copies of any relevant documents and submit information
and comments in writing to support the granting of the benefit being claimed. The final decision
of the Management Committee with respect to the claim being reviewed shall be made within 60 days
following the receipt of the Claimant’s request for review unless special circumstances require an
extension of time for reviewing the claim, in which event (i) the Management Committee or its
designated representative will furnish a written notice of such extension to the Claimant, and (ii)
the final decision of the Management Committee shall be made as soon as possible but in no event
later than 120 days after the receipt of the Claimant’s request for review. The Management
Committee shall in writing notify the Claimant of its final decision, again specifying the reasons
therefor and the pertinent provisions of the Plan upon which such decision is based. The final
decision of the Management Committee with respect to a claim shall be conclusive and binding upon
the Claimant and all other parties having or claiming to have an interest in such claim.


 


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Article 8. Miscellaneous




8.1 Nontransferability. In no event shall an Employer make any payment under the Plan
to any assignee or creditor of a Participant or his or her spouse. Prior to the time of a payment
under the Plan, a Participant or his or her spouse shall have no rights by way of anticipation or
otherwise to assign or otherwise dispose of any interest under the Plan, nor shall rights be
assigned or transferred by operation of law (except pursuant to a qualified domestic relations
order within the meaning of Section 414(p) of the Internal Revenue Code).



8.2 Amendment or Termination. The Board of Directors of the Company or the
Compensation and Human Resources Committee of said Board of Directors shall have the right and
power at any time and from time to time to amend this Plan, in whole or in part, and at any time to
terminate this Plan; provided, however, that (i) no such amendment or termination shall reduce the
benefits accrued to an Executive under this Plan on the date of such amendment or termination, or
further defer the due date of any payment of such benefits, without the consent of the affected
Executive, and (ii) no such amendment or termination shall impair any election available to an
Executive to receive a lump sum payment under Article 3 or 4 or reduce the actuarial equivalence of
such lump payment unless such amendment or termination is approved by the Board of Directors of the
Company or its Compensation and Human Resources Committee.



8.3 Superseded Plan Benefits. Except as provided in Section 3.8 of this Plan, if a
participant in the Lennox Industries Inc. Supplemental Retirement Plan retired from Lennox
Industries Inc. prior to January 1, 1991, any supplemental retirement benefit payments to which he
or she and his or her spouse may be entitled shall be governed solely by the provisions of that
plan as in effect on the date he or she retired.



8.4 Employment Noncontractual. The establishment of the Plan shall not enlarge or
otherwise affect the terms of any Executive’s employment with his or her Employer, and any Employer
may terminate the employment of an Executive as freely and with the same effect as if the Plan had
not been established.



8.5 Applicable Law. This instrument shall be construed in accordance with and
governed by the internal laws (and not the principles relating to conflicts of laws) of the State
of Texas to the extent not superseded by the laws of the United States.



IN WITNESS WHEREOF, this amended and restated Plan has been executed this _____ day of ______, 2008, to be effective as of January 1, 2009.




	 	 	 	 	 	 	 
	 	 	LENNOX INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 







 


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