YORK INTERNATIONAL CORP /DE/
2ND AMEND. TO EXEC. DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>10
<FILENAME>w94715exv10w12.txt
<DESCRIPTION>2ND AMEND. TO EXEC. DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.12

             SECOND AMENDMENT TO THE YORK INTERNATIONAL CORPORATION

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                (AS AMENDED AND RESTATED EFFECTIVE JULY 1, 2001)

         Pursuant to the powers of amendment reserved to the Compensation
Committee under Article X of the York International Corporation Executive
Deferred Compensation Plan (the "Plan"), the Plan is hereby amended, effective
as of January 1, 2004, as follows:

         1.       Section 4.3(a) is hereby amended and restated in its entirety
                  to read as follows:

                  4.3(a) MATCHING CONTRIBUTIONS

                           (a)      For each calendar year, the Administrative
                                    Committee shall allocate to each
                                    Participant's Account an amount equal to
                                    fifty percent (50%) of the Participant's
                                    Salary Deferrals for such calendar year;
                                    provided, however, that such Matching
                                    Contributions shall not exceed four percent
                                    (4%) of any Participant's base salary for
                                    the calendar year. Subject to the foregoing
                                    limit, Matching Contributions shall be
                                    allocated to Participant's account ratably
                                    as such Participant's Salary Deferrals are
                                    allocated to his or her Account pursuant to
                                    Section 4.2(c).

         IN WITNESS WHEREOF, the Compensation Committee has caused this Second
Amendment to be executed as of the 3rd day of December, 2003.

                                  The Compensation Committee of the Board
                                  of Directors of York International Corporation

                                  By: __________________________________________

Attest:
________________________________________

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