YORK INTERNATIONAL CORP /DE/
FORM OF AMEND. NO. 1 TO SEVERANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>7
<FILENAME>w62242exv10w3.txt
<DESCRIPTION>FORM OF AMEND. NO. 1 TO SEVERANCE AGREEMENT
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                                                                    Exhibit 10.3

                     AMENDMENT NO. 1 TO SEVERANCE AGREEMENT

         This Amendment No. 1 is made to that Severance Agreement by and between
York International Corporation, a Delaware corporation (the "Company"), and
_______________________________________ (the "Executive"), dated as of
____________________ (the "Agreement"), and is effective as of May 23, 2002.

         The parties hereto, intending to be legally bound, hereby agree as
follows:

         1. Section 6.1(A) (ii) of the Agreement shall be modified by deleting
the term "Annual EV Amount" each time it appears and substituting the term
"Annual Target Bonus," and by deleting the term "1996 Incentive Compensation
Plan" and substituting "2002 Incentive Compensation Plan."

         2. All other provisions of the Agreement shall remain in full force and
effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Severance Agreement as of the day and year first above written.

                                          _____________________________________


                                          YORK INTERNATIONAL CORPORATION

                                          By:__________________________________


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