YORK INTERNATIONAL CORP /DE/
FIRST AMENDMENT...EXEC. DEFERRED COMPENSATION PLAN
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<TYPE>EX-10.1
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<FILENAME>w88818exv10w1.txt
<DESCRIPTION>FIRST AMENDMENT...EXEC. DEFERRED COMPENSATION PLAN
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                                                                    Exhibit 10.1

                             FIRST 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 [JULY 1, 2001] as follows:

         1.       SECTION 3.1 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO
READ AS FOLLOWS:

                           3.1      ELIGIBILITY. Each highly compensated
                  employee or member of management of the Employer who is
                  selected by the Compensation Committee, shall be eligible to
                  become a Participant as of the date designated by the
                  Compensation Committee. An eligible employee shall remain
                  eligible until such time as the Compensation Committee
                  affirmatively revokes such employee's eligibility. Each
                  Outside Director shall be eligible to participate in the Plan.

         2.       SECTION 6.1 (a) IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY
TO READ AS FOLLOWS:

                           6.1      TIME AND MANNER OF DISTRIBUTIONS.

                                    (a)      Upon the earliest of a
                  Participant's termination of employment, ceasing to be an
                  eligible Outside Director or death, the Administrative
                  Committee shall commence payment of the Participant's Account
                  to the Participant or the Participant's Beneficiary, as
                  applicable, as soon as practicable thereafter; provided,
                  however, that the Administrative Committee may determine, in
                  its sole and absolute discretion, to delay payment
                  commencement to any Participant, if necessary, to avoid
                  application of the deduction limitation of section 162(m) of
                  the Code to the Employer.

         The York International Corporation Executive Deferred Compensation
Plan, as amended by this First Amendment effective as of [JULY 1, 2001], is
hereby ratified and confirmed in all respects.

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         IN WITNESS WHEREOF, the Compensation Committee has caused this First
Amendment to be executed as of the _____ day of May, 2003.

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

                                             By: _______________________________

Attest:

___________________________



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