Exhibit 4.5


       Amendment to Employee Stock Purchase Plan Dated December 15, 2000
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The Lennox International Inc. Employee Stock Purchase Plan, as amended, is
hereby amended:

1.   The first paragraph of Section 3 of the Plan is amended to read as follows:

          "The Common Stock subject to issuance under the terms of the Plan
          shall be authorized but unissued shares, previously issued shares
          reacquired and held by Lennox or shares purchased on the open market.
          The aggregate number of shares that may be issued under the Plan shall
          not exceed 2,575,000 shares of Common Stock, which include the
          original 825,000 shares and an additional 1,750,000 shares added by
          this amendment. All shares purchased under the Plan, regardless of
          source, shall be counted against the 2,575,000 share limitation."

2.  Section 20 of the Plan is amended to read as follows:

          "This Plan was adopted by the Board on September 11, 1998, and was
          previously amended by the Board on March 12, 1999, to be effective as
          of the Effective Date. The Plan is further amended, effective January
          1, 2001, by action of the Board on December 15, 2000, to increase the
          number of shares authorized to be issued hereunder. Notwithstanding
          the foregoing, the amendment of the Plan is expressly conditioned upon
          the approval by the holders of a majority of outstanding shares of
          Common Stock within 12 months of the date of Board approval of such
          amendment. If the stockholders of the Company should fail so to
          approve this Plan as amended, this Plan shall terminate and cease to
          be of any further force or effect and all purchases of shares of
          Common Stock under the Plan after December 31, 2000, shall be null and
          void."