Form of Offer Letter

I am pleased to confirm the verbal offer made to you for the position of ____________________ at Lennox International Inc. (“Lennox” or the “Company”), reporting directly to me and effective ____________________. This letter outlines the terms of our offer.

Your annual base salary will be $________, paid on a semi-monthly basis in the amount of $________, less applicable withholdings.

You will receive an annual perquisite allowance of $________, paid on a semi-monthly basis in the amount of $________, less applicable withholdings.

You will be eligible to participate in our annual Short-Term Incentive (“STI”) program at a target level of __% of your base salary. The program is based on selected Company performance measurements as established annually by the CEO and approved by the Compensation and Human Resources Committee of the Board of Directors. For 20__, the STI program metrics are ____________________.

You will be eligible to participate in our Long-Term Incentive (“LTI”) program. Awards are typically made in February of each calendar year, following review by the Compensation & Human Resources Committee of the Board of Directors. The current LTI vehicles include performance share units, stock appreciation rights, and restricted stock units. Your LTI award in February 20__ will have a grant date value of $________.

You will be eligible to participate in the Company’s supplemental restoration retirement plan. This non-qualified plan provides a benefit of 6% of your eligible compensation above Internal Revenue Code annual compensation limits for tax qualified 401(k) retirement plans.

You will be eligible for 5 weeks of paid vacation each calendar year.

Enclosed for your signature is your employment agreement, which will govern the terms and conditions of your employment with Lennox.

As an Executive Vice President, you are covered by the Company’s Change in Control Severance Plan (“CIC Severance Plan”). Enclosed for your reference is the CIC Severance Plan.

Enclosed for your signature is your indemnification agreement with the Company.

________, I know this opportunity will prove to be very rewarding, both for you and for Lennox. Please indicate your acceptance of this offer by signing below and returning the letter along with the signed agreements to ________.

If you have questions regarding our offer, please reach out to me.

Sincerely,

_____________

______________________________________    __________________

[Name]                        Date