YORK INTERNATIONAL CORP /DE/
EMPLOYMENT AGREEMENT WITH IAIN A. CAMPBELL
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>w96872exv10w2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT WITH IAIN A. CAMPBELL
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

                              EMPLOYMENT AGREEMENT

            AGREEMENT by and between York International Corporation, a Delaware
corporation (the "Company") and Iain A. Campbell (the "Executive") dated as of
the 24th day of March, 2004.

            The Board of Directors of the Company (the "Board") has determined
that it is in the Company's best interests and that of its shareholders to
employ the Executive in the capacity described below and the Executive wishes to
serve in such capacity.

            NOW, THEREFORE, INTENDING TO BE LEGALLY BOUND, IT IS HEREBY AGREED
AS FOLLOWS:

            1.    Effective Date. The "Effective Date" shall mean March 24,
2004.

            2.    Employment Period. The Company hereby agrees to continue to
employ the Executive, and the Executive hereby agrees to continue in the
employment of the Company subject to the terms and conditions of this Agreement,
for the period commencing on the Effective Date and ending on the first
anniversary thereof (the "Initial Period"). Notwithstanding the foregoing,
Executive's employment hereunder shall be deemed to be automatically extended,
upon the same terms and conditions, for an additional period of one year (each,
an "Additional Period"), in each such case commencing upon the expiration of the
Initial Period or the then current Additional Period, as the case may be,
unless, at least 30 days prior to the expiration of the Initial Period or such
Additional Period, either party shall give written notice to the other (a
"Non-Extension Notice") of its intention not to extend the term hereof. A
Non-Extension Notice by the Company shall constitute a Notice of Termination (as
defined in Section 4(e)) by the Company of the Executive's employment without
"Cause" (as defined in Section 4(b)). A Non-Extension Notice by the Executive
shall constitute a Notice of Termination by the Executive of the Executive's
employment without "Good Reason" (as defined in Section 4(c)). The entire period
during which the Executive is employed pursuant to this Agreement shall be
referred to as the "Employment Period."

            3.    Terms of Employment.

                  (a)   Position and Duties. (i) During the Employment Period,
the Executive shall serve as President, Americas or in such other position as
the Company and Executive shall agree with authority and responsibilities for
operations of Americas; (ii) Executive shall report to the President, York
International and/or such other officers as the Board may designate from time to
time; and (iii) the Executive's services shall be performed in York,
Pennsylvania or such other location as the Company and Executive shall agree,
except for occasional travel which may be required for the Executive to perform
his duties under this Agreement. During the Employment Period, the Executive
shall devote all of his business time, attention and energies to the performance
of his duties under this Agreement and shall not, without the prior written
consent of the Board, be engaged in any other business activity whether or not
such activity is pursued for gain, profit or other pecuniary advantage;
provided, however, that the Executive shall be allowed, to the extent such
activities do not substantially interfere with the performance by the Executive
of his duties and responsibilities hereunder, (a) to manage

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the Executive's personal, financial and legal affairs, and (b) serve on civic or
charitable boards or committees.

                  (b)   Compensation.

                        (i)   Base Salary. During the Employment Period, the
Executive shall receive an annual base salary of $375,000 ("Annual Base
Salary"), which shall be paid in accordance with the Company's normal payroll
practices. During the Employment Period, the Annual Base Salary shall be
reviewed at least annually. Any increase in Annual Base Salary shall not serve
to limit or reduce any other obligation to the Executive under this Agreement.
Annual Base Salary shall not be reduced after any such increase and the term
Annual Base Salary as utilized in this Agreement shall refer to Annual Base
Salary as so increased.

                        (ii)  Incentive Compensation. During the Employment
Period, the Executive shall be eligible (1) for annual performance bonuses (the
"Annual Bonus") and for mid-term performance bonuses in accordance with the
provisions of the Company's 2002 Incentive Compensation Plan or its successor
(the "Incentive Plan"), as the Incentive Plan may be in effect from time to
time, (2) for awards under the Company's 2002 Amended and Restated Omnibus Stock
Plan or its successor (the "Stock Plan"), as the Stock Plan may be in effect
from time to time, and (3) to participate in the Company's Management Stock
Purchase Plan or its successor (the "Purchase Plan") as the Purchase Plan may be
in effect from time to time.

                        (iii) Employee Benefit Plans. During the Employment
Period, the Executive shall be entitled to participate in the retirement,
health, welfare and miscellaneous executive benefit plans and programs set forth
on Schedule A, as such plans and programs may be in effect from time to time.

                        (iv)  Expenses. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
business expenses incurred by the Executive in accordance with the Company's
policies, as such policies may be in effect from time to time.

            4.    Termination of Employment.

                  (a)   Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If the Board determines in good faith that the "Disability" of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 10(b) of this Agreement of its intention to terminate the Executive's
employment. In such event, the Executive's employment with the Company shall
terminate effective on the 30th day after receipt of such notice by the
Executive (the "Disability Effective Date"), provided that, within the 30 days
after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean the Executive's inability to perform his full duties
with the Company for 180 calendar days in any twelve month period as a result of
incapacity due to mental or physical illness. In the event of a dispute under
this Section 4(a), the

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Executive shall submit to an examination by a physician selected by the Company
or its insurers and reasonably acceptable to the Executive or the Executive's
legal representative, and the determination of such physician shall be
determinative.

                  (b)   Cause. The Company may terminate the Executive's
employment at any time during the Employment Period for "Cause." For purposes of
this Agreement, "Cause" shall mean:

                        (i)   knowingly providing the Company or its affiliates
with materially false representations relied upon by the Company or its
affiliates including, but not limited to furnishing information to stockholders,
a stock exchange or the Securities and Exchange Commission, or

                        (ii)  maintaining an undisclosed, unauthorized and
material conflict of interest in the discharge of duties owed to the Company or
its affiliates, or

                        (iii) willful misconduct or gross negligence which is or
may be demonstrably and materially injurious to the Company or its affiliates,
or

                        (iv)  theft or misappropriation of the funds or assets
of the Company or its affiliates, or

                        (v)   conviction of or pleading nolo contendere to a
crime involving moral turpitude or any felony, or

                        (vi)  a willful and material breach by the Executive of
this Agreement.

            For purposes of this provision, no act or failure to act, on the
part of the Executive, shall be considered "willful" unless it is done, or
omitted to be done, by the Executive in bad faith or without reasonable belief
that the Executive's action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or based upon advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interest of the Company. As used in this
Agreement, the term "affiliates" shall mean any company controlled by,
controlling or under common control with the Company.

                  (c)   Good Reason. The Executive may terminate his employment
with the Company at any time during the Employment Period for "Good Reason." For
purposes of this Agreement, "Good Reason" shall mean, in the absence of a
written consent of the Executive, any of the following which occurs before the
expiration of the Employment Period:

                        (i)   a substantial and adverse change in the
Executive's authority or responsibilities as specified in Section 3(a) of this
Agreement, excluding for this purpose an isolated, insubstantial or inadvertent
action not taken in bad faith, and which is remedied by the Company promptly
after receipt of written notice thereof given by the Executive;

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                        (ii)  any material failure by the Company to comply with
any of the provisions of Section 3(b) of this Agreement, unless initiated by the
Executive, other than a failure not occurring in bad faith and which is remedied
by the Company promptly after receipt of written notice thereof given by the
Executive;

                        (iii) the requiring that the Executive travel on the
Company's business to an extent materially greater than the Executive's normal
business travel, or the Company requiring the Executive to be based at any
office or location more than 35 miles from that provided in Section 3(a)(iii)
hereof, unless these requirements are remedied by the Company promptly after
receipt of written notice thereof given by the Executive;

                        (iv)  a material breach by the Company of this
Agreement; or

                        (v)   any failure by the Company to obtain the
assumption of this Agreement by any successor or assign of the Company.

            For purposes of this Agreement, any action or inaction shall
constitute Good Reason only for the 90 day period from the date on which such
action or inaction first occurs.

                  (d)   Termination Without Cause or Good Reason. The Company
may terminate the Executive's employment without Cause, and the Executive may
terminate his employment without Good Reason, at any time during the Employment
Period.

                  (e)   Notice of Termination. Any termination of the
Executive's employment during the Employment Period by the Company or by the
Executive, shall be communicated by "Notice of Termination" to the other party
hereto given in accordance with Section 10(b) of this Agreement. For purposes of
this Agreement, a "Notice of Termination" means a written notice which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such notice, specifies
the termination date, which date shall, (A) in all cases other than a voluntary
termination by the Executive for other than Good Reason, be not more than thirty
days after the giving of such notice, and (B) in the case of a voluntary
termination by the Executive for other than Good Reason, thirty days after the
Company receives such notice; provided that in a termination described in either
(A) or (B), during the notice period, the Board, in its absolute discretion, may
relieve the Executive of all his duties, responsibilities and authority with
respect to the Company and restrict the Executive's access to Company property.
The failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

                  (f)   Date of Termination. "Date of Termination" means (i) if
the Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein within

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30 days of such notice, as the case may be, (ii) if the Executive's employment
is terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination, or any later date specified therein within 30 days of such
notice, as the case may be, (iii) if the Executive's employment is terminated by
reason of death or Disability, the Date of Termination shall be the date of
death of the Executive or the Disability Effective Date, as the case may be, and
(iv) if the Executive's employment is voluntarily terminated by the Executive
for other than Good Reason, 30 days following the date of receipt of the Notice
of Termination.

            5.    Obligations of the Company upon Termination.

                  (a)   Good Reason or 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, then

                        (i)   the Company shall pay to the Executive, the
Executive's Annual Base Salary through the Date of Termination to the extent not
theretofore paid, and any accrued but unused vacation pay (this amount shall be
hereinafter referred to as the "Accrued Obligations"), in accordance with the
Company's normal payroll practices, and

                        (ii)  to the extent not already paid or provided, the
Company shall pay or provide to the Executive (in accordance with the terms of
the applicable plan or program) any other amounts or benefits previously earned
and vested or which the Executive is eligible to receive for his service prior
to the Date of Termination under any retirement, incentive, health, welfare or
miscellaneous executive benefit plan or program specified on Schedule A (such
other amounts and benefits shall be hereinafter referred to as the "Other
Benefits"), and

                        (iii) subject to Section 5(e), the Company shall pay to
the Executive in a cash lump sum within 30 days after the Date of Termination
the aggregate of the following amounts:

                              A.    an amount equal to one times the sum of (i)
            Executive's Annual Base Salary plus (ii) the Executive's target
            Annual Bonus for the year in which the Date of Termination occurs
            (the "Bonus Amount"); and

                              B.    an amount equal to the Company contribution
            (other than matching contributions) that would be made under any
            Company tax-qualified defined contribution retirement plan (the "DC
            Plan") with respect to the Executive if the Executive's employment
            continued for a period of 36 months from the Date of Termination
            assuming for this purpose that the Executive's Annual Base Salary
            continues for such period at the same level as it existed on the
            Date of Termination and that the Executive receives a bonus for each
            12 month period in such period (and an appropriately adjusted bonus
            for any period of less than 12 months) equal to the Bonus Amount;
            and

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<PAGE>

                              C.    an amount equal to the excess of (a) the sum
            of the actuarial equivalent of the benefit under any Company
            tax-qualified defined benefit retirement plan (the "DB Plan") and
            any Company non-qualified retirement plan (the "Non-Qualified Plan")
            (utilizing the actuarial assumptions as in effect under the DB Plan
            at the time such payment is made) which the Executive would receive
            if the Executive's employment continued for a period of 36 months
            from the Date of Termination assuming solely for purposes of this
            calculation that all accrued benefits are fully vested, and,
            assuming that the Executive's Annual Base Salary continues for such
            period at the same level as it existed on the Date of Termination
            and that the Executive receives a bonus for each 12 month period in
            such period (and an appropriately adjusted bonus for any period of
            less than 12 months) equal to the Bonus Amount, over (b) the
            actuarial equivalent of the Executive's actual benefits, if any,
            which have been paid or that would be payable under the DB Plan and
            Non-Qualified Plan as of the Date of Termination, assuming solely
            for purposes of this calculation that the Executive is vested in his
            benefits under the DB Plan and the Non-Qualified Plan; provided,
            however, that nothing in this Agreement shall cause the Executive to
            become vested in any benefits under the DB Plan or Non-Qualified
            Plan; and

                        (iv)  subject to Section 5(e), the Company shall
continue to provide health benefits (as specified on Schedule A) to the
Executive and his eligible dependants for a period of 36 months from the Date of
Termination on the same basis that such benefits were provided to him
immediately prior to the Date of Termination; provided, however, that if the
Company modifies, reduces or eliminates a health benefit or changes the employee
contribution for similarly situated executives who remain employed by the
Company then the Company may apply such change to the Executive; and

                        (v)   subject to Section 5(e), if the Executive would
have become entitled to benefits under the Company's post-retirement health care
or life insurance plans, as in effect immediately prior to the Date of
Termination or, if more favorable to the Executive, as in effect immediately
prior to the first occurrence of an event or circumstance constituting Good
Reason, had the Executive's continued employment during the period of 36 months
after the Date of Termination, the Company shall provide such post-retirement
health care or life insurance benefits to the Executive and the Executive's
eligible dependents on the same terms applicable to such coverage for
similarly-situated retirees of the Company commencing on the date on which
benefits described in Section 5(a)(iv) terminate, if the Executive elects such
coverage;

                        (vi)  all other benefits (not described in paragraphs
(i) through (v) of this Section) shall cease as of the Date of Termination.

                  (b)   Death. If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits. Accrued
Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a cash lump sum within 30 days of the Date of Termination. With
respect to the provision of

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Other Benefits, the term Other Benefits as utilized in this Section 5(b) shall
include life insurance benefits as in effect with respect to the Executive on
the date of the Executive's death.

                  (c)   Disability. If the Executive's employment is terminated
by reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive under
this Agreement, other than for payment of Accrued Obligations and the timely
payment or provision of Other Benefits. Accrued Obligations shall be paid to the
Executive in a cash lump sum within 30 days of the Date of Termination. With
respect to the provision of Other Benefits, the term Other Benefits as utilized
in this Section 5(c) shall include disability benefits as in effect with respect
to the Executive on the Executive's Disability Effective Date.

                  (d)   Cause; Other than for Good Reason. If the Executive's
employment shall be terminated for Cause or the Executive terminates his
employment without Good Reason during the Employment Period, this Agreement
shall terminate without further obligations to the Executive under this
Agreement, other than for payment of Accrued Obligations and the timely payment
or provision of Other Benefits.

                  (e)   General Release. Notwithstanding anything in this
Section 5 to the contrary, no payments shall be made or benefits provided by the
Company under Sections 5(a)(iii), 5(a)(iv) or 5(a)(v) prior to the execution by
the Executive at the time of termination of a general release in favor of the
Company and its affiliates, and their officers, employees, and directors,
substantially in the form attached hereto as Exhibit I.

            6.    Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be reduced by any set-off, counterclaim, recoupment, defense
or other claim, right or action which the Company may have against the Executive
or others. In no event shall the Executive be obligated to seek other employment
or take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement and, such amounts shall
not be reduced whether or not the Executive obtains other employment. The
Company agrees to pay, to the full extent permitted by law, all legal fees and
expenses which the Executive may reasonably incur as a result of any contest by
the Company, the Executive or others, regarding the validity or enforceability
of, or liability under, any provision of this Agreement (including any contest
by the Executive about the amount of any payment pursuant to this Agreement),
provided that the Executive substantially prevails in such contest by reason of
litigation, arbitration or settlement.

            7.    Confidential Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliates,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its affiliates and
which shall not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of this Agreement).
After termination of the Executive's employment with the Company, the Executive
shall not, without the prior written consent of the Company or as may otherwise
be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than the

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Company and those designated by it. Upon termination of the Executive's
employment, the Executive shall immediately return to the Company all
confidential information in his possession as well as any other documents or
property of the Company. Any termination of the Executive's employment or of
this Agreement shall have no effect on the continuing operation of this Section
7.

            8.    Noncompetition/Nonsolicitation.

                  (a)   For two years after the Date of Termination, Executive
will not directly or indirectly, own, manage, operate, control or participate in
the ownership, management, operation or control of or be connected as an
officer, employee, partner, director, consultant or otherwise with, or have any
financial interest in, any business which is in competition with the business
conducted by the Company or its affiliates anywhere in the world where the
Company or its affiliates does business. Ownership for personal investment
purposes only of less than 2% of the voting stock of any publicly held
corporation shall not constitute a violation hereof.

                  (b)   For two years after the Date of Termination, the
Executive will not, directly or indirectly, on behalf of the Executive or any
other person or entity, solicit for employment or other commercial engagement
any person employed by the Company or its affiliates as of the date of the
solicitation or for the preceding six months.

                  (c)   During the Employment Period and at any time thereafter,
Executive shall not, directly or indirectly, engage in any conduct or make any
statement, whether in commercial or noncommercial speech, disparaging or
criticizing in any way the Company or its affiliates, or any products or
services offered by any of these, nor shall he engage in any other conduct or
make any other statement that could be reasonably expected to impair the
goodwill of any of them.

                  (d)   (i) Executive acknowledges and agrees that the
restrictions contained in this Section 8 and in Section 7 above are reasonable
and necessary to protect and preserve the legitimate interests, properties,
goodwill and business of the Company, and that irreparable injury will be
suffered by the Company should Executive breach any of the provisions of this
Section 8 or Section 7 above. Executive represents and acknowledges that (1)
Executive has been advised by the Company to consult Executive's own legal
counsel in respect of this Agreement, (2) Executive has had full opportunity,
prior to execution of this Agreement, to review thoroughly this Agreement with
Executive's counsel, and (3) the provisions of this Section 8 and Section 7
above are reasonable and these restrictions do not prevent Executive from
earning a reasonable livelihood.

                        (ii)  Executive further acknowledges and agrees that a
breach of any of the restrictions in this Section 8 or Section 7 above cannot be
adequately compensated by monetary damages. Executive agrees that the Company
shall be entitled to preliminary and permanent injunctive relief, without the
necessity of proving actual damages, as well as provable damages and an
equitable accounting of all earnings, profits and other benefits arising from
any violation of this Section 8, or Section 7 above which rights shall be
cumulative and in addition to any other rights or remedies to which the Company
may be entitled. In the event that any of the

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<PAGE>

provisions of this Section 8 should ever be adjudicated to exceed the time,
geographic, service, or other limitations permitted by applicable law in any
jurisdiction, it is the intention of the parties that the provision shall be
amended to the extent of the maximum time, geographic, service, or other
limitations permitted by applicable law, that such amendment shall apply only
within the jurisdiction of the court that made such adjudication and that the
provision otherwise be enforced to the maximum extent permitted by law. The time
periods set forth above shall be tolled during any period of violation by the
Executive.

                        (iii) Executive irrevocably and unconditionally (1)
agrees that any suit, action or other legal proceeding arising out of this
Section 8 or Section 7 above, including without limitation, any action commenced
by the Company for preliminary and permanent injunctive relief and other
equitable relief, may be brought in the Court of Common Pleas of York County,
Pennsylvania or if such court does not have jurisdiction or will not accept
jurisdiction, in any court of general jurisdiction in Pennsylvania, (2) consents
to the non-exclusive jurisdiction of any such court in any such suit, action or
proceeding, and (3) waives any objection which Executive may have to the laying
of venue of any such suit, action or proceeding in any process, pleadings,
notices or other papers in a manner permitted by the notice provisions of this
Section 8.

                  (e)   In exchange for the covenants set forth in this Section
8, and provided the Executive is not terminated for Cause and does not leave
other than for Good Reason, the Company agrees to pay to the Executive a lump
sum amount equal to two times the Executive's Annual Base Salary plus the Bonus
Amount, within 30 days after the Date of Termination.

                  (f)   Any termination of the Executive's employment or of this
Agreement shall have no effect on the continuing operation of this Section 8,
and the Company shall be permitted to assign its rights under this Section

            9.    Successors.

                  (a)   This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive' s
legal representatives.

                  (b)   This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                  (c)   The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean York
International Corporation and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

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            10.   Miscellaneous.

                  (a)   This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without reference
to principles of conflict of laws. The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect. This Agreement may
not be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

                  (b)   All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

            If to the Executive:

                  Mr. Iain A. Campbell
                  1740 Wyndham Drive South
                  York, PA 17403

            If to the Company:

                  York International Corporation
                  631 S. Richland Avenue
                  York, PA 17403
                  Attention: General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (c)   The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                  (d)   The Company may withhold from any amounts payable under
this Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.

                  (e)   The Executive's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have hereunder, shall not be deemed
to be a waiver of any other provision or right under this Agreement.

                  (f)   This Agreement supersedes and terminates the prior
Severance Agreement dated August 18, 1997 between the Company and the Executive.

                  (g)   This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

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<PAGE>

                  (h)   Except for claims arising under Sections 7 or 8 , any
controversy or claim arising out of or relating to this Agreement or the breach
thereof, and any other disputes arising between the Executive and the Company or
its affiliates including without limitation claims arising under any employment
discrimination laws, shall be settled exclusively through binding arbitration in
accordance with the then applicable rules of the American Arbitration
Association, and judgment upon any award so rendered may be entered in any court
having jurisdiction thereof. Any arbitration shall be conducted in York,
Pennsylvania or such other location as mutually agreed by the parties. The
arbitration provisions of this section shall be interpreted according to, and
governed by, the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. The costs
of the arbitration shall be borne by the Company. The Executive shall be
entitled to recover his legal fees and expenses in accordance with the
provisions of Section 6 of this Agreement, or applicable law to the extent it
provides for a greater recovery.

                  (i)   In the event that any language, section, clause, phrase
or word used in this Agreement is determined to be ambiguous, no presumption
shall arise against or in favor of either party and that no rule of strict
construction shall be applied against either party with respect to such
ambiguity.

            IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and, pursuant to the authorization from its Boards 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.

                                             ___________________________________
                                             Iain A. Campbell

                                             YORK INTERNATIONAL CORPORATION

                                             By: _______________________________

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<PAGE>

                                   SCHEDULE A

-     RETIREMENT BENEFITS

      -     Pension Plan Number One

      -     Investment Plan

      -     Supplemental Executive Retirement Plan

      -     Executive Deferred Compensation Plan

-     INCENTIVE COMPENSATION

      -     2002 Incentive Compensation Plan

      -     2002 Amended and Restated Omnibus Stock Plan

      -     Management Stock Purchase Plan

-     HEALTH BENEFITS

      -     Medical

      -     Dental

      -     Vision

      -     Prescription Drug

-     WELFARE BENEFITS

      -     Short-Term Disability

      -     Long-Term Disability

      -     Life

      -     Vacation

-     MISCELLANEOUS EXECUTIVE BENEFITS

      -     Financial Planning

      -     Executive Physical

<PAGE>

                                    EXHIBIT I

                                 GENERAL RELEASE

            IN CONSIDERATION OF the terms and conditions contained in the
Executive Employment Agreement, dated as of the 24th day of March, 2004, (the
"Employment Agreement") by and between Iain A. Campbell (the "Executive") and
York International Corporation (the "Company"), and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Executive on
behalf of himself and his heirs, executors, administrators, and assigns,
releases and discharges the Company and its subsidiaries, divisions, affiliates
and parents, and their respective past, current and future officers, directors,
employees, agents, and/or owners, and their respective successors, and assigns
and any other person or entity claimed to be jointly or severally liable with
the Company or any of the aforementioned persons or entities (collectively the
"Released Parties") from any and all manner of actions and causes of action,
suits, debts, dues, accounts, bonds, covenants, contracts, agreements,
judgments, charges, claims, and demands whatsoever ("Claims ") which the
Executive and his heirs, executors, administrators, and assigns have, had, or
may hereafter have, against the Released Parties or any of them arising out of
or by reason of any cause, matter, or thing whatsoever from the beginning of the
world to the date hereof. This General Release of Claims, includes without
limitation, any and all matters relating to the Executive's employment by the
Company and the cessation thereof, and any and all matters arising under any
federal, state, or local statute, rule, or regulation, or principle of contract
law or common law, including but not limited to, the Family and Medical Leave
Act of 1993, as amended, 29 U.S.C. Sections 2601 et seq., Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. Sections 2000 et seq., the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sections 621 et
seq. (the "ADEA"), the Americans with Disabilities Act of 1990, as amended, 42
U.S.C. Sections 12101 et seq., the Worker Adjustment and Retraining Notification
Act of 1988, as amended, 29 U.S.C. Sections 2101 et seq., the Employee
Retirement Income Security Act of 1974, as amended, 29 U.S.C. Sections 1001 et
seq. ("ERISA"), the Pennsylvania Human Relations Act, as amended, 43 P.S.
Sections 955 et. seq., and any other equivalent or similar federal, state, or
local statute; provided, however, that the Executive does not release or
discharge the Released Parties from (i) any of the Company's obligations to him
under the Employment Agreement, and (ii) any vested benefits to which he may be
entitled under any employee benefit plan or program subject to ERISA. It is
understood that nothing in this General Release is to be construed as an
admission on behalf of the Released Parties of any wrongdoing with respect to
the Executive, any such wrongdoing being expressly denied.

            The Executive represents and warrants that he fully understands the
terms of this General Release, that he is hereby advised to consult with legal
counsel before signing, and that he knowingly and voluntarily, of his own free
will, without any duress, being fully informed, and after due deliberation,
accepts its terms and signs below as his own free act. Except as otherwise
provided herein, the Executive understands that as a result of executing this
General Release, he will not have the right to assert that the Company or any
other of the Released Parties unlawfully terminated his employment or violated
any of his rights in connection with his employment or otherwise.

<PAGE>

            The Executive further represents and warrants that he has not filed,
and will not initiate, or cause to be initiated on his behalf any complaint,
charge, claim, or proceeding against any of the Released Parties before any
federal, state, or local agency, court, or other body relating to any claims
barred or released in this General Release thereof, and will not voluntarily
participate in such a proceeding. However, nothing in this general release shall
preclude or prevent the Executive from filing a claim, which challenges the
validity of this general release solely with respect to the Executive's waiver
of any Losses arising under the ADEA. The Executive shall not accept any relief
obtained on his behalf by any government agency, private party, class, or
otherwise with respect to any claims covered by this General Release.

            The Executive may take twenty-one (21) days to consider whether to
execute this General Release. Upon the Executive's execution of this General
Release, the Executive will have seven (7) days after such execution in which he
may revoke such execution. In the event of revocation, the Executive must
present written notice of such revocation to the Company's Chief Executive
Officer. If seven (7) days pass without receipt of such notice of revocation,
this General Release shall become binding and effective on the eighth (8th) day
after the execution hereof (the "Effective Date").

INTENDING TO BE LEGALLY BOUND, I hereby set my hand below:



                                                 ______________________________
                                                 Iain A. Campbell

                                                 Dated:________________________

                                  NOTARIZATION

State of __________________________________     )
County of _________________________________     )     ss.

            On this ______ day of ______________ in the year 2004 before me, the
undersigned, personally appeared __________________________________; personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument, and acknowledged
to me that he executed the same in his capacity as an individual, and that by
his signature on the instrument he executed such instrument, and that such
individual made such appearance before the undersigned.

                                                 _______________________________
                                                 Notary Public

                                      -2-


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