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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Amendment to Change of Control Employment Agreement

On December 7, 2007, Lennox International Inc. (the “Company”) entered into an Amendment to Change of Control Employment Agreement with the named executive officers and certain other executive officers of the Company. The amendments were made pursuant to the rules governing non-qualified compensation promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

A copy of the form of Amendment to Change of Control Employment Agreement is filed as Exhibit 10.1 and is incorporated herein by reference.

Amendment to Employment Agreement

On December 7, 2007, the Company entered into an Amendment to Employment Agreement with named executive officers and certain other executive officers of the Company. The amendments were made pursuant to the rules governing non-qualified compensation promulgated under Section 409A.

A copy of the form of Amendment to Employment Agreement is filed as Exhibit 10.2 and is incorporated herein by reference.

Amendment to Supplemental Executive Retirement Plan

On December 7, 2007, the Company amended and restated the Company’s Supplemental Executive Retirement Plan. The amendments were made pursuant to the rules governing non-qualified compensation promulgated under Section 409A.

A copy of the Supplemental Executive Retirement Plan is filed as Exhibit 10.3 and is incorporated herein by reference.

Amendment to Profit Sharing Restoration Plan

On December 7, 2007, the Company amended and restated the Company’s Profit Sharing Restoration Plan. The amendments were made pursuant to the rules governing non-qualified compensation promulgated under Section 409A.

A copy of the Profit Sharing Restoration Plan is filed as Exhibit 10.4 and is incorporated herein by reference.

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Target Short-Term Incentive Percentages

On December 7, 2007, the Company’s Compensation and Human Resources Committee approved salaries and established target short-term incentive percentages for the Company’s named executive officers (which officers were determined by reference to the Company’s Proxy Statement, dated April 17, 2007) for the 2008 fiscal year. The Company’s Compensation and Human Resources Committee also granted, under the Company’s Amended and Restated 1998 Incentive Plan, performance share units, restricted stock units and stock appreciation rights awards to the Company’s named executive officers.

The target short-term incentive percentages for the Company’s named executive officers (the “Target STI Percentages”) for the 2008 fiscal year are substantially similar to the Target STI Percentages established for fiscal 2007. Additional information regarding Target STI Percentages for the 2008 fiscal year is set forth in Exhibit 10.5 to this current report and is incorporated herein by reference. The form of the 2007 Long-Term Incentive Award Agreement for U.S. Employees is filed as Exhibit 10.6 to this current report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LENNOX INTERNATIONAL INC.

Date: December 12, 2007

By: /s/ Kenneth C. Fernandez                                   
Name: Kenneth C. Fernandez
Title: Associate General Counsel

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EXHIBIT INDEX

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Exhibit 10.1

AMENDMENT TO
CHANGE OF CONTROL EMPLOYMENT AGREEMENT

This Amendment to Change of Control Employment Agreement is by and between Lennox International Inc., a Delaware corporation (the “Company”), and ________________________ (the “Executive”), dated as of the 7^th day of December, 2007.

WHEREAS, the Company and the Executive executed that certain Change of Control Employment Agreement dated as of ___________________ (as amended from time to time, the “Agreement”; capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement); and

WHEREAS, Section 409A of the Internal Revenue Code (“Section 409A”) imposes new requirements for certain nonqualified deferred compensation arrangements; and

WHEREAS, the Internal Revenue Service in April 2007 published final regulations under Section 409A; and

WHEREAS, the Company has determined that amending certain of the Company’s plans, agreements and programs containing nonqualified deferred compensation arrangements is necessary to comply with the new requirements under Section 409A; and

WHEREAS, Executive and the Company desire that certain changes be made to the Agreement to comply with the new requirements under Section 409A.

IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree has follows:

1. Annual Bonus. Section 2(b)(ii) of the Agreement shall be revised and replaced with the provision set forth below:

“(ii) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year or portion thereof during the Employment Period, an annual bonus (the “Annual Bonus”) in cash equal to the greater of (A) the greatest dollar amount of annual bonus paid or awarded to or for the benefit of the Executive in respect of any of the preceding three fiscal years or (B) an amount comparable to the annual bonus awarded to other Company executives taking into account Executive’s position and responsibilities with the Company, prorated in the case of either (A) or (B) for any period consisting of less than twelve full months. The Annual Bonus awarded for a particular fiscal year shall be paid no later than the fifteenth day of the third month following the end of such year.”

2. Obligations of the Company Upon Termination. Section 4 of the Agreement shall be revised and replaced with the provision set forth below:

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“4. Obligations of the Company Upon Termination.

(a) Good Reason or During a Window Period; Other than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, death or Disability or the Executive shall terminate employment for Good Reason or his employment shall be terminated for any reason during a Window Period:

(i) the Company shall pay or provide to or in respect of the Executive the following amounts and benefits:

A. in a lump sum in cash, undiscounted, an amount equal to the sum of (1) the Executive’s Annual Base Salary through the Date of Termination, (2) the product of (x) the highest Annual Bonus paid or awarded to or for the benefit of Executive during the three fiscal years preceding the Date of Termination and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365, (3) any deferred compensation previously awarded to or earned by the Executive (together with any accrued interest or earnings thereon) and (4) any compensation for unused vacation time for which the Executive is eligible in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligation”);

B. in a lump sum in cash, undiscounted, an amount equal to the sum of (1) one and one-half times the Annual Base Salary, if the Date of Termination occurs before the third anniversary of Executive’s employment with the Company or, if thereafter, three times the Annual Base Salary and (2) one and one-half times the highest Annual Bonus paid or awarded to or for the benefit of the Executive, if the Date of Termination occurs before the third anniversary of Executive’s employment with the Company or, if thereafter, three times the highest Annual Bonus paid or awarded to or for the benefit of the Executive during the three fiscal years preceding the Date of Termination;

C. an additional one and one-half Years of Vesting Service and Years of Credited Service, if the Date of Termination occurs before the third anniversary of Executive’s employment with the Company or, if thereafter, an additional three Years of Vesting Service and Years of Credited Service, as well as an incremental one and one-half years added to the Executive’s age, if the Date of Termination occurs before the third anniversary of Executive’s employment with the Company or, if thereafter, three years added to Executive’s age, for purposes of the Company’s Supplemental Retirement Plan and Profit Sharing Restoration Plan;

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D. in a lump sum in cash, undiscounted, an amount equal to the sum of (1) one and one-half times the Annual Base Salary, if the Date of Termination occurs before the third anniversary of Executive’s employment with the Company or, if thereafter, three times the Annual Base Salary and (2) one and one-half times the highest Annual Bonus paid or awarded to or for the benefit of the Executive, if the Date of Termination occurs before the third anniversary of Executive’s employment with the Company or, if thereafter, three times the highest Annual Bonus paid or awarded to or for the benefit of the Executive during the three fiscal years preceding the Date of Termination (the amounts in this clause D. to reflect the equity component of Executive’s overall compensation);

E. in a lump sum in cash, undiscounted, an amount equal to the sum of (1) 15% of the Annual Base Salary (this amount being paid in lieu of the provision of out placement services) and (2) three times 15% of the Annual Base Salary that would have been paid or awarded to or for the benefit of the Executive during the fiscal year that includes the Date of Termination (this amount to reflect the perquisites component of Executive’s overall compensation);

F. effective as of the Date of Termination, (x) immediate vesting and exercisability of, termination of any restrictions on sale or transfer (other than any such restriction arising by operation of law) with respect to and treatment of any performance goals as having been satisfied at the highest possible level with respect to each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award (each, a “Compensatory Award”) that is outstanding as of a time immediately prior to the Date of Termination, (y) the extension of the term during which each and every Compensatory Award may be exercised by the Executive until the earlier of (1) the third anniversary of the Date of Termination or (2) the date upon which the right to exercise any Compensatory Award would have expired if the Executive had continued to be employed by the Company under the terms of this Agreement until the second anniversary of the Employment Effective Date.

(ii) for the eighteen month period, if the Date of Termination occurs before the third anniversary of Executive’s employment with the Company or, if thereafter, three-year period commencing with the Date of Termination, and in the case of medical and health benefits for the COBRA continuation period commencing thereafter, the Company shall continue medical and health benefits and group life and supplemental group life benefits to the Executive and/or the 

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Executive’s family at least equal to those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 2(b)(iv) of this Agreement if the Executive’s employment had not been terminated (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as “Welfare Benefit Continuation”); provided that any such reimbursement payment by the Company pursuant to this Section 4(a)(ii) shall be made on or before the last day of the calendar year immediately following the calendar year in which any such expense was incurred. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the second anniversary, if the Date of Termination occurs before the third anniversary of Executive’s employment with the Company or, if thereafter, third anniversary of Executive’s Date of Termination and to have retired on such date; and

(iii) the Company shall timely pay or provide to the Executive and/or the Executive’s family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive’s family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other executives and their families on the Employment Effective Date (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(iv) Notwithstanding anything in this Agreement or any applicable plan or plans to the contrary, if the Executive’s employment is terminated by the Company (other than for Cause, death or Disability), or if the Executive’s employment is terminated by the Executive for Good Reason or for any reason other than death during a Window Period, then any payment, distribution, issuance, or other receipt of any benefit pursuant to Section 4(a)(i) or 4(a)(iii) shall be paid on the date six months, two days after the Date of Termination.

(b) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, and other than during a Window Period in which event the provisions of Section 4(a) shall govern and the Executive shall be entitled to the amounts and benefits set forth therein, this Agreement shall terminate and the Company shall be obligated to pay to the Executive’s legal representatives under this Agreement the greater of:

(i) such benefits as would be provided to Executive under the Existing Agreement to the extent not previously paid; or

(ii) The aggregate of the following: 

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(A) the payment of the Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination),

(B) the payment of an amount equal to the Annual Salary that would have been paid to the Executive pursuant to this Agreement for the period beginning on the Date of Termination and ending on the first anniversary thereof if the Executive’s employment had not terminated by reason of death (which shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination),

(C) the timely payment or provision of the Welfare Benefit Continuation and Other Benefits and

(D) effective as of the Date of Termination, (x) immediate vesting and exercisability of, and termination of any restrictions on sale or transfer (other than any such restriction arising by operation of law) with respect to, each and every Compensatory Award outstanding as of a time immediately prior to the Date of Termination, (y) the extension of the term during which each and every Compensatory Award may be exercised or purchased by the Executive until the earlier of (I) the second anniversary, if the Date of Termination occurs before the third anniversary of Executive’s employment with the Company or, if thereafter, third anniversary of the Date of Termination or (II) the date upon which the right to exercise or purchase any Compensatory Award would have expired if the Executive had continued to be employed by the Company under the terms of this Agreement until the second anniversary of the Employment Effective Date.

(c) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, and other than during a Window Period in which event the provisions of Section 4(a) shall govern and the Executive shall be entitled to the amounts and benefits set forth therein, this Agreement shall terminate and the Company shall be obligated to pay to the Executive, the greater of

(i) such benefits as would be provided to Executive under the Existing Agreement to the extent not previously paid; or

(ii) The aggregate of the following:

(A) the payment of the Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination),

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(B) the payment of an amount equal to the Annual Salary that would have been paid to the Executive pursuant to this Agreement for the period beginning on the Date of Termination and ending on the first anniversary thereof if the Executive’s employment had not terminated by reason of Disability (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination),

(C) the timely payment or provision of the Welfare Benefit Continuation and Other Benefits and

(D) effective as of the Date of Termination, (x) immediate vesting and exercisability of, and termination of any restrictions on sale or transfer (other than any such restriction arising by operation of law) with respect to, each and every Compensatory Award outstanding as of a time immediately prior to the Date of Termination, (y) the extension of the term during which each and every Compensatory Award may be exercised or purchased by the Executive until the earlier of (I) the third anniversary of the Date of Termination or (II) the date upon which the right to exercise or purchase any Compensatory Award would have expired if the Executive had continued to be employed by the Company under the terms of this Agreement until the second anniversary of the Employment Effective Date.

(d) Cause; Other than for Good Reason or During a Window Period . If the Executive’s employment shall be terminated for Cause during the Employment Period, and other than during a Window Period in which event the provisions of Section 4(a) shall govern and the Executive shall be entitled to the amounts and benefits set forth therein, this Agreement shall terminate without further obligations under this Agreement to the Executive other than for Accrued Obligations. If the Executive terminates employment during the Employment Period other than for Good Reason and other than during a Window Period, this Agreement shall terminate without further obligations to the Executive, other than for the payment of Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.”

3. Full Settlement; Resolution of Disputes. Section 6(a) of the Agreement shall be revised and replaced with the provision set forth below:

“(a) The Company’s obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (unless the Executive’s claim is found by a court of competent jurisdiction to have been frivolous) by the Company, the Executive or others of the validity or enforceability of, or liability 

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under, any provision of this Agreement (other than Section 8 hereof) or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed payment at the Applicable Federal Rate provided for in Section 7872(f)(2)(A) of the Code; provided that any such reimbursement payment by the Company pursuant to this sentence shall be made on or before the last day of the calendar year immediately following the calendar year in which any such fee or expense was incurred.”

4. Certain Additional Payments by the Company. Section 7(b) of the Agreement shall be revised and replaced with the provision set forth below:

“(b) Subject to the provisions of Section 7(c), all determinations required to be made under this Section 7, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent accounting firm (the “Accounting Firm”). In the event that the Accounting Firm has served, at any time during the two years immediately preceding a Change of Control Date, as accountant or auditor for the individual, entity or group that is involved in effecting or has any material interest in the Change of Control, the Executive, at his option, shall appoint another nationally recognized accounting firm to make the determinations and perform the other functions specified in this Section 7 (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company, the Accounting Firm shall make all determinations required under this Section 7, and shall provide to the Company and the Executive a written opinion (the “Accounting Opinion”) setting forth such determinations, together with detailed supporting calculations, as to whether an Excise Tax is due and payable by the Executive and if so, the amount thereof, or as to whether no Excise Tax is payable by the Executive and that failure to report the Excise Tax on the Executive’s applicable Federal income tax return would not result in imposition of a negligence or similar penalty. . Any Gross-Up Payment, as determined pursuant to this Section 7, shall be paid by the Company to the Executive on or before the end of the calendar year immediately following the calendar year in which the Executive remits the related taxes. Subject to the remainder of this Section 7, any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payment that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 7(c) that the Executive is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive no later than the end of the calendar year immediately following the calendar year in which the Executive has paid the Underpayment.”

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5. Miscellaneous. Section 11(i) shall be added as set forth below:

(i) This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and shall be construed in a manner to give effect to such intention. The parties shall, if necessary, amend the terms of this Agreement to the limited extent necessary in order to comply with the requirements of Section 409A. Each payment due hereunder will be considered to be separate payments due to Executive and not one of a series of payments for purposes of Section 409A.”

6. Other Provisions Not Changed. The Agreement, except as modified in this Amendment to Change of Control Employment Agreement, shall be and remain in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

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Exhibit 10.2

AMENDMENT TO
EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement is by and between Lennox International Inc., a Delaware corporation (the “Company”), and                      (the “Executive”), dated as of the 7^th day of December, 2007.

WHEREAS, the Company and the Executive executed that certain Employment Agreement dated as of                      (as amended from time to time, the “Agreement”; capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement); and

WHEREAS, Section 409A of the Internal Revenue Code (“Section 409A”) imposes new requirements for certain nonqualified deferred compensation arrangements; and

WHEREAS, the Internal Revenue Service in April 2007 published final regulations under Section 409A; and

WHEREAS, the Company has determined that amending certain of the Company’s plans, agreements and programs containing nonqualified deferred compensation arrangements is necessary to comply with the new requirements under Section 409A; and

WHEREAS, Executive and the Company desire that certain changes be made to the Agreement to comply with the new requirements under Section 409A.

IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree has follows:

1. Exhibit C – Severance Terms. Exhibit C of the Agreement shall be revised and replaced with the provision set forth below:

“EXHIBIT C

SEVERANCE TERMS

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Nothing herein shall be construed to limit Employee’s right to receive any benefits and entitlements under Lennox’ ERISA or other employee benefit plans, with all such benefits being received by the Employee only to the extent allowed by and subject to the terms of any such plan as it may from time to time exist or be modified. Further, this Agreement is not intended and the parties agree that it will not be interpreted as creating any obligation for Lennox to create or maintain any employee benefit, compensation, perquisite or other plan, policy or program for its employees and Lennox retains the sole discretion to eliminate or modify any existing plan, program or policy as it deems to be appropriate.”

2. Other Provisions Not Changed. The Agreement, except as modified in this Amendment to Employment Agreement, shall be and remain in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

LENNOX INTERNATIONAL INC.

By:                                                                   
Name:
Title:

EXECUTIVE

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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:

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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.

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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.

3.3 Early Retirement Benefit Not Subject to Section 409A.

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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.

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

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

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3.6 Death Benefit Not Subject to Section 409A.

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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.

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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.

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.

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.

4.4 Deferred Vested Retirement Benefit Subject to Section 409A.

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

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4.6 Death Benefit Subject to Section 409A.

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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

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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:

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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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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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.

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Exhibit 10.4

LENNOX INTERNATIONAL INC.
PROFIT SHARING RESTORATION PLAN
(As Amended and Restated Effective as of January 1, 2008)

THIS PROFIT SHARING RESTORATION 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 employee benefit plan known as the Lennox International Inc. Profit Sharing Restoration Plan (the “Plan”) to supplement the benefits payable under the Lennox International Inc. Profit Sharing Retirement Plan to or with respect to any participant therein whose interest thereunder or under the prior Lennox Industries Inc. Profit Sharing Retirement Plan has been limited because of (a) the maximum annual addition limitation imposed by Section 415 of the Internal Revenue Code of 1986, as amended (the “Code”), and/or (b) the annual compensation limitation imposed by Section 401(a)(17) of the Code; and

WHEREAS, the Company now desires to amend the Plan to update it for tax law compliance and to make certain other changes;

NOW, THEREFORE, pursuant to the provisions of Section 5 thereof, the Plan is hereby amended by restatement in its entirety to read as follows:

Section 1. Defined Terms. As used herein,

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

(b) “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, (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. An employee who satisfies the requirements to become an Executive shall remain an Executive for purposes of this Plan until his or her benefits under this Plan have been fully distributed.

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(c) “Profit Sharing Plan” means the Lennox International Inc. Profit Sharing Retirement Plan, except that for periods of time prior to January 1, 1991, such term means the Lennox Industries Inc. Profit Sharing Retirement Plan.

(d) “Separation from Service” means with respect to an Executive, such Executive’s separation from service (within the meaning of Section 409A of the Code and the regulations and other guidance issued thereunder) with the group of employers that includes the Company and each Affiliated Company. 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 Code.

(e) “Specified Employee” means an Executive who is a specified employee within the meaning of Section 409A(a)(2) of the 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.

Unless the context clearly indicates otherwise, the other words and phrases used in this Plan shall have the meanings assigned to them under the provisions of the Profit Sharing Plan.

Section 2. Administration. This Plan shall be administered by the Company in a manner consistent with the administration of the Profit Sharing Plan, except that this Plan shall be administered as an unfunded plan which is not intended to qualify under the provisions of Section 401(a) of the Code. The Company shall perform and exercise all of the duties and powers granted to it under the terms of this Plan. The Management Committee, which shall be appointed by and serve at the pleasure of the Chief Executive Officer of the Company, shall interpret the provisions of this Plan. The Plan is intended to provide compensation and benefits that are not subject to the tax imposed under Section 409A of the Code and shall be interpreted and administered to the extent possible in accordance with such intent. The Company may adopt such rules and regulations for the administration of this Plan as are consistent with the terms hereof and shall keep adequate records of its proceedings and acts with respect to the Plan. All interpretations and decisions made and other action taken by the Management Committee shall be conclusive and binding upon all parties having or claiming to have an interest under this Plan.

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Section 3. Deferred Compensation Accounts. Each Employer shall establish and maintain on its books a deferred compensation account for each Executive in its employ whose allocable share of Employer contributions and/or forfeitures under the Profit Sharing Plan has been limited in a Plan Year commencing after December 31, 1982, by the maximum annual addition limitation imposed by Section 415 of the Code and/or the annual compensation limitation imposed by Section 401(a)(17) of the Code. Such account shall be designated by the name of the Executive for whom established and shall be credited as of the end of each such Plan Year with an amount equal to the excess of (a) the total amount of Employer contributions and forfeitures which would have been allocated to such Executive under the Profit Sharing Plan for such year in the absence of said maximum annual addition limitation and annual compensation limitation, over (b) the amount of Employer contributions and forfeitures actually allocated to such Executive under the Profit Sharing Plan for such year. In addition, as of the date of each valuation and adjustment of Accounts under the Profit Sharing Plan (including any such date within a period during which installment distributions are being made pursuant to Section 4 of this Plan and any such date within a payment delay prescribed by Section 4(b) of this Plan), such Executive’s deferred compensation account shall be adjusted to reflect the same rate of increase or decrease in value as is used to adjust his or her Employer Account under the Profit Sharing Plan for the valuation and adjustment period ending as of such date.

Section 4. Account Payments.

(a) Upon the termination of an Executive’s employment with an Employer, any portion of the amount credited to such Executive’s deferred compensation account that is not subject to Section 409A of the Code shall be paid to such Executive (or, in the event of his or her death, to the beneficiary or beneficiaries designated by such Executive for the purposes of the Profit Sharing Plan) in approximately equal annual installments over a period of ten years; provided, however, that with the consent of the Company, such Executive (or, in the event of his or her death, the beneficiary or beneficiaries of such Executive) may elect to receive such amount either in a single lump sum payment or in approximately equal annual installments over a period of five years. For the purposes of this Plan, an Executive’s employment with an Employer shall not be considered to have terminated so long as such Executive is in the employ of any Employer or Affiliated Company.

(b) Upon an Executive’s Separation from Service, the portion of such Executive’s deferred compensation account that is subject to Section 409A of the Code shall be paid to such Executive (or, in the event of his or her death, to the beneficiary or beneficiaries designated by such Executive for the purposes of the Profit Sharing Plan) in a single lump sum payment on the first day of the month following the Executive’s Separation from Service unless the Executive made an effective election to have such portion paid in (i) annual installments over a period of five years or (ii) annual installments over a period of 10 years, with installments commencing in either case on the first day of the month following the Executive’s Separation from Service and continuing on anniversary dates thereof. The amount of any annual installment shall be determined by dividing the total undistributed balance remaining to be paid by the

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number of installments remaining to be paid. The foregoing provisions of this subsection (b) to the contrary notwithstanding, if any Executive whose Separation from Service occurs is a Specified Employee as of the date of his or her Separation from Service, then any payment from such portion that would be made (without regard to this sentence) prior to the first day of the seventh month after the date of such Executive’s Separation from Service shall not be made until the first day of the seventh month after the date of the Separation from Service of such Executive (or if earlier, the first day of the month after the death of such Executive). Prior to January 1, 2009, an Executive may make a new election with respect to the form of payment under this subsection (b), 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 an Executive with respect to the time or form of payment under this subsection (b) 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 under this subsection (b) in the absence of such change, where for this purpose installment payments shall be treated as a single payment. Any election or change under this subsection (b) shall be made by an Executive on a form prescribed by and filed with or as directed by the Management Committee.

(c) Any provision of this Section to the contrary notwithstanding, if an Executive is not fully vested in the amount credited to his or her Employer Account under the Profit Sharing Plan at the date of his or her Separation from Service, then the amount credited to such Executive’s deferred compensation account under this Plan shall be reduced at the date of such Separation from Service to an amount equal to (y) the amount then credited to his or her deferred compensation account under this Plan, multiplied by (z) the vested percentage applicable to such Executive’s Employer Account under Section 4.2 of the Profit Sharing Plan as of the date of such Separation from Service.

Section 5. Amendment and 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, on behalf of all Employers, and at any time to terminate this Plan or any Employer’s participation hereunder; provided, however, that no such amendment or termination shall reduce the amount actually credited to an Executive’s deferred compensation account under this Plan on the date of such amendment or termination, or further defer the due date for the payment of such amount, without the consent of the affected Executive.

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Section 6. Nature of Plan and Rights. This Plan is unfunded and maintained by the Employers primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees of the Employers. The deferred compensation accounts established and maintained under this Plan by an Employer are for accounting purposes only and shall not be deemed or construed to create a trust fund of any kind or to grant a property interest of any kind to any Executive or his or her beneficiaries. The amounts credited by an Employer to said accounts are and for all purposes shall continue to be a part of the general assets of such Employer and, to the extent that an Executive or beneficiary acquires a right to receive payments from such Employer pursuant to this Plan, such right shall be no greater than the right of any unsecured general creditor of such Employer. This Section 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 Code.

Section 7. Spendthrift Provision. No account balance or other right or interest of an Executive or beneficiary under this Plan may be assigned, transferred or alienated, in whole or in part, either directly or by operation of law (except pursuant to a qualified domestic relations order within the meaning of Section 414(p) of the Code), and no such balance, right or interest shall be liable for or subject to any debt, obligation or liability of such Executive or beneficiary.

Section 8. Employment Noncontractual. The establishment of this Plan shall not enlarge or otherwise affect the terms of any Executive’s employment with his or her Employer, and such Employer may terminate the employment of such Executive as freely and with the same effect as if this Plan had not been established.

Section 9. Adoption of Other Employers. This Plan may be adopted by any Employer participating under the Profit Sharing Plan, such adoption to be effective as of the date specified by such Employer at the time of adoption.

Section 10. Applicable Law. This Plan shall be governed by and construed in accordance with the internal laws (and not the principles relating to conflicts of laws) of the State of Texas, except where superseded by federal law.

Section 11. Change of Control. Any provision of this Plan to the contrary notwithstanding, during the 90-day period following the occurrence of a Change of Control (as defined in the Lennox International Inc. Grantor Trust Agreement), each Executive may elect irrevocably that any amount of his or her deferred compensation account that is not subject to Section 409A of the Code and that is payable upon his or her subsequent termination of employment be paid either in a single lump sum payment or in approximately equal annual installments over a period of five years, whichever form the Executive elects, and the consent of the Company shall not be required for such election. 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, except to the extent that any such adjustment would cause any benefits under the Plan to be subject to the tax imposed under Section 409A of the Code         .

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Section 12. 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 this 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 this 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 this 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.

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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Exhibit 10.5

Summary of Fiscal 2008 Target Short-Term Incentive Percentages for the
Named Executive Officers of Lennox International Inc.

On December 6, 2007, the Company’s Compensation Committee, established target short-term incentive percentages for each of Todd M. Bluedorn, the Company’s Chief Executive Officer, Scott J. Boxer, the Company’s Executive Vice President and President and Chief Operating Officer of Service Experts Inc, and Susan K. Carter, the Company’s Executive Vice President and Chief Financial Officer, ranging from 70% to 100% of the named executive officer’s annual base salary based on performance metrics comprised of earnings and cash flow. For named executive officers that are also Presidents of a business segment, 50% of such executive officer’s target will be based on his business segment’s results and 50% will be based on aggregate results of the Company. 50% of the target payment may be achieved with the defined threshold performance and up to 225% of the target payment may be achieved with the defined maximum performance.

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