EXHIBIT 4.11

                              CERTIFICATE OF TRUST
                                       OF
                                 LENNOX TRUST II

         THIS CERTIFICATE OF TRUST of Lennox Trust II (the "Trust"), dated as of
January 23, 2003, is being duly executed and filed by the undersigned, as
trustees, with the Secretary of State of the State of Delaware to form a
statutory trust under the Delaware Statutory Trust Act (12 Del. Code Section
3801 et seq.) (the "Act").

         1. Name. The name of the statutory trust being formed hereby is "Lennox
Trust II".

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are The
Bank of New York (Delaware), 700 White Clay Center, Route 273, Newark, Delaware
19711.

         3. Effective Date. This Certificate of Trust shall be effective at the
time of its filing with the Secretary of State of the State of Delaware.

         4. Counterparts. This Certificate of Trust may be executed in one or
more counterparts.






         IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust at the time of filing this Certificate of Trust, have executed this
Certificate of Trust as of the date first above written pursuant to Section
3811(a) of the Act.

                                   THE BANK OF NEW YORK (DELAWARE),
                                   not in its individual capacity but solely
                                   as Delaware Trustee


                                   By:  /s/ William T. Lewis
                                        ----------------------------------------
                                           Name:  William T. Lewis
                                           Title:  Senior Vice President


                                   THE BANK OF NEW YORK,
                                   not in its individual capacity but solely
                                   as Property Trustee


                                   By:  /s/ Beata Hryniewicka
                                        ----------------------------------------
                                           Name:  Beata Hryniewicka
                                           Title:  Assistant Treasurer


                                   RICHARD A. SMITH,
                                   not in his individual capacity,
                                   but solely as Regular Trustee


                                   /s/ Richard A. Smith
                                   ---------------------------------------------