Filed by Bowne Pure Compliance



 




Exhibit 10.3


LENNOX INTERNATIONAL
INC.

SUPPLEMENTAL RETIREMENT PLAN

(As Amended and Restated as of
January 1, 2008)


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 update it for tax law
changes and to make certain other 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.








	 	(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 who was an Executive
on such date and any other 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. 













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	 	(f)	 	
“Final Average
Compensation” shall have the meaning assigned to the term under the
Qualified Pension Plan, 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,
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:







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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 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







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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.



	 	(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







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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.



	 	(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 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 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 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.


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 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 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 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 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.







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.







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	 	(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.







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


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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








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).


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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.


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  


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15









 





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.


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).



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16









 







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                                         , 2007, to be effective as of January 1, 2008.



	 	 	 	 	 
	 	 	LENNOX INTERNATIONAL INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Title:








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