Amendment to 1998 Incentive Plan Dated December 15, 2000
The Lennox International Inc. 1998 Incentive Plan, as amended, is hereby
amended to delete Paragraph 5 of the Plan, in its entirety, and replace it with
the following:
"5. Common Stock Available for Awards. Subject to the provisions of
paragraph 15 hereof, there shall be available for Awards under this Plan granted
wholly or partly in Common Stock (including rights or options that may be
exercised for or settled in Common Stock) an aggregate of 7,541,635 shares of
Common Stock, of which an aggregate of not more than 660,000 shares shall be
available for Director Awards and the remainder shall be available for Employee
Awards and Independent Contractor Awards. The number of shares of Common Stock
that are the subject of Awards under this Plan, that are forfeited or
terminated, expire unexercised, are settled in cash in lieu of Common Stock or
in a manner such that all or some of the shares covered by an Award are not
issued to a Participant or are exchanged for Awards that do not involve Common
Stock, shall again immediately become available for Awards hereunder. The
Committee may from time to time adopt and observe such procedures concerning the
counting of shares against the Plan maximum as it may deem appropriate. The
Board and the appropriate officers of the Company shall from time to time take
whatever actions are necessary to file any required documents with governmental
authorities, stock exchanges and transaction reporting systems to ensure that
shares of Common Stock are available for issuance pursuant to Awards."
