Lennox International Inc.

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2140 Lake Park Blvd.

Richardson, Texas 75080

March 24, 2006

Dear Stockholders:

      It is my pleasure to invite you to the 2006 Annual Meeting of Stockholders of Lennox International Inc. The meeting will be held at 9:00 a.m., local time, on Thursday, April 20, 2006, at the University of Texas at Dallas School of Management, southeast corner of Drive A and University Parkway, Richardson, Texas 75083.

      The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe the items of business that will be discussed and voted upon during the meeting. It is important that you vote your shares whether or not you plan to attend the meeting. To be sure your vote is counted, we urge you to carefully review the Proxy Statement and to vote your choices as soon as possible. You have a choice of voting over the Internet, by telephone or by returning the enclosed Proxy Card by mail. You may also vote in person at the meeting. Please refer to the instructions in the enclosed materials. If you attend the meeting and wish to vote in person, the ballot you submit at the meeting will supersede your proxy.

      I look forward to seeing you at the 2006 Annual Meeting of Stockholders. On behalf of management and our Board of Directors, I want to thank you for your continued support and confidence in 2006.

2140 Lake Park Blvd.

Richardson, Texas 75080

March 24, 2006

Notice of Annual Meeting of Stockholders

To Be Held On April 20, 2006

To Our Stockholders:

      Notice is hereby given that the 2006 Annual Meeting of Stockholders of Lennox International Inc. will be held on Thursday, April 20, 2006 at 9:00 a.m., local time, at the University of Texas at Dallas School of Management, southeast corner of Drive A and University Parkway, Richardson, Texas 75083 to:

      A Proxy Statement, Proxy Card, Annual Report to Stockholders and Annual Report on Form 10-K for the fiscal year ended December 31, 2005 accompany this Notice.

      The Board of Directors has determined that our stockholders of record at the close of business on February 27, 2006 are entitled to notice of, and to vote at, the Annual Meeting of Stockholders.

Your Vote Is Important

      To be sure your shares are represented at the Annual Meeting of Stockholders, please vote (1) by calling the toll-free number (866) 540-5760 and following the prompts, or (2) by Internet at www.proxyvoting.com/lii, or (3) by completing, dating, signing and returning your Proxy Card in the enclosed postage-paid envelope as soon as possible. You may vote in person at the Annual Meeting of Stockholders even if you send in your Proxy Card, vote by telephone or vote by Internet. The ballot you submit at the meeting will supersede any prior vote.

PROXY STATEMENT

TABLE OF CONTENTS

GENERAL INFORMATION REGARDING THE 2006

ANNUAL MEETING OF STOCKHOLDERS

Meeting Date and Location

      The 2006 Annual Meeting of Stockholders will be held on April 20, 2006 at 9:00 a.m., local time, at the University of Texas at Dallas School of Management, southeast corner of Drive A and University Parkway, Richardson, Texas 75083. We began mailing this Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders, Proxy Card, Annual Report to Stockholders and Annual Report on Form 10-K to our stockholders on or about March 24, 2006 for the purpose of soliciting proxies on behalf of our Board of Directors.

Meeting Agenda

      At the meeting, you will be asked to elect four Class II directors to hold office for a three-year term expiring at the 2009 Annual Meeting of Stockholders and to transact any other business that is properly brought before the meeting.

Record Versus Beneficial Ownership of Shares

      If your shares are registered directly in your name with our transfer agent, Mellon Investor Services LLC, you are considered, with respect to those shares, the “stockholder of record.” If you are a stockholder of record, we sent our Notice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card, Annual Report to Stockholders and Annual Report on Form 10-K directly to you.

      If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. In that case, our Notice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card, Annual Report to Stockholders and Annual Report on Form 10-K have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. Your broker, bank or other holder of record will also send you instructions on how to vote. If you have not heard from your broker, bank or other holder of record who holds your stock, please contact them as soon as possible.

Record Date and Number of Votes

      The record date for the 2006 Annual Meeting of Stockholders is February 27, 2006. If you were a stockholder of record at the close of business on February 27, 2006, you may vote at the meeting. At the close of business on the record date, there were 71,400,844 shares of our common stock issued, outstanding and entitled to vote and approximately 879 stockholders of record. Each stockholder is entitled to one vote per share.

Quorum and Vote Required

      A quorum is required to transact business at the meeting. To achieve a quorum at the meeting, stockholders holding a majority of our outstanding shares entitled to vote must be present either in person or represented by proxy. Shares held by us in treasury will not count towards a quorum. However, abstentions and “broker non-votes” will be counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. In the event a quorum is not present at the meeting, we expect the meeting will be adjourned or postponed to solicit additional proxies.

      To be elected, nominees for director must receive a plurality of the votes cast. This means that the director nominees with the most votes are elected, regardless of whether any nominee received a majority of votes cast. All other matters submitted to you at the meeting will be decided by a majority of

the votes cast. If you are a beneficial owner, your bank, broker or other holder of record has discretionary authority to vote your shares on the election of directors even if the bank, broker or other holder of record does not receive voting instructions from you. Abstentions and broker non-votes will have no effect on the outcome of the election of our directors.

      A representative of our transfer agent will tabulate the votes and act as inspector of election at the meeting.

Voting Procedures

      To be sure your shares are represented at the Annual Meeting of Stockholders, please vote as soon as possible by using one of the following methods:

Changing Your Vote

      You can change your vote on a proposal at any time before the meeting for any reason by revoking your proxy. Proxies may be revoked by filing a written notice of revocation, which includes a later date than the proxy date, with our Corporate Secretary at or before the meeting. Proxies may also be revoked by:

      In each case, the later submitted vote will be recorded and the earlier vote revoked. Any written notice of a revocation of a proxy should be sent to Lennox International Inc., 2140 Lake Park Blvd., Richardson, Texas 75080, Attention: Corporate Secretary. To be effective, the revocation must be received by our Corporate Secretary before the taking of the vote at the Annual Meeting of Stockholders.

Other Business; Adjournments

      We are not aware of any other business to be acted upon at the 2006 Annual Meeting of Stockholders. If, however, other matters are properly brought before the meeting, or any adjourned meeting, the persons named in the accompanying Proxy Card will have discretion to act on those matters according to their best judgment. In the absence of a quorum, stockholders representing a majority of the votes present in person or by proxy at the meeting may adjourn the meeting.

PROPOSAL: ELECTION OF DIRECTORS

      Our Board of Directors currently consists of 14 members, with one vacancy. In accordance with our Bylaws, the Board is divided into three classes, with each class serving a three-year term. On January 27, 2006, John W. Norris, Jr., Chairman and a Class I director, announced his retirement from the Board effective July 21, 2006. David V. Brown, a Class II director, also announced his plans to retire from the Board effective as of the date of the 2006 Annual Meeting of Stockholders. Walden O’Dell, a Class II director, resigned from the Board effective January 27, 2006. We wish to acknowledge with gratitude Mr. Brown’s 17 years of dedicated service and his many contributions to our success. We would also like to thank Mr. O’Dell for his service and commitment to the Company. Finally, we would like to express our sincere appreciation to Mr. Norris for his unprecedented dedication to the Company and acknowledge his historic career in the industry.

      Upon the recommendation of the Board Governance Committee, the Board has determined to nominate four Class II directors to hold office for a three-year term expiring at the 2009 Annual Meeting of Stockholders, leaving one Class II vacancy. More specifically, the Board has nominated the three remaining Class II directors for re-election to the Board and Jeffrey D. Storey, a first-time nominee who was recommended to the Board Governance Committee for consideration by our Chairman of the Board. All other directors will continue in office, in accordance with their previous election, until the expiration of the terms of their classes at the 2007 or 2008 Annual Meeting of Stockholders, with the exception of John W. Norris, Jr., whose term will end upon the effective date of his retirement. The Board expects to fill the Class II vacancy and the vacancy created by Mr. Norris’ retirement in accordance with our Bylaws and our Corporate Governance Guidelines as soon as practicable.

      Biographical information for each nominee for Class II director and for each current director in the classes continuing in office is provided below.

      If you do not wish your shares to be voted for any particular nominee, you may withhold your vote for that particular nominee. If any nominee for Class II director becomes unavailable, the persons named in the accompanying Proxy Card may vote for any alternate designated by the incumbent Board of Directors, upon the recommendation of the Board Governance Committee, or the number of directors constituting the Board may be reduced. Despite the current Class II vacancy, you may not vote for a greater number of directors than the number nominated.

The Board has nominated the following individuals for election as Class II directors at the 2006 Annual Meeting of Stockholders for a three-year term expiring at the 2009 Annual Meeting of Stockholders:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES.

The following Class III directors’ terms will continue until the 2007 Annual Meeting of Stockholders:

The following Class I directors’ terms will continue until the 2008 Annual Meeting of Stockholders, unless otherwise noted:

      The following family relationships exist among certain members of our Board of Directors and nominees for election to our Board of Directors:

CORPORATE GOVERNANCE

      Our Corporate Governance Guidelines require a majority of our directors to be “independent.” Pursuant to New York Stock Exchange listing standards, our Board of Directors has adopted a formal definition of “independent” for the purpose of determining whether a particular director or nominee meets the independence standards of the Company and the New York Stock Exchange. In accordance with this definition, a director must be determined to have no personal, professional, familial or other relationship with the Company other than as a director. The definition specifies the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate families with respect to past employment or affiliation with the Company or our independent registered public accountants. The definition also prohibits directors from receiving any compensation from the Company other than in his or her capacity as a director and from participating in any

interlocking directorship where an executive officer of the Company serves on the compensation committee of another company that concurrently employs the director. The full text of our definition of an independent director can be found on our website at www.lennoxinternational.com by following the links “About Us— Corporate Governance— Definition of Independent Director.”

      Applying these standards and the independence standards of the New York Stock Exchange, the Board has determined that the following directors qualify as independent: Linda G. Alvarado, James J. Byrne, Janet K. Cooper, C. L. (Jerry) Henry, John E. Major, John W. Norris, Jr., Paul W. Schmidt, Terry D. Stinson and Richard L. Thompson.

      Our independent Board of Directors helps ensure good corporate governance and strong internal controls. We believe we are in compliance with the corporate governance requirements of the New York Stock Exchange, the Securities and Exchange Commission and the Sarbanes-Oxley Act of 2002.

Board of Directors and Board Committees

      The Board of Directors met seven times in 2005. All directors attended in excess of 75% of the total number of meetings of the Board and committees of the Board on which they served. The Board of Directors does not currently have a policy with regard to attendance of Board members at the Annual Meeting of Stockholders. Two directors attended our 2005 Annual Meeting of Stockholders.

      The standing committees of the Board are as follows: Audit, Board Governance, Compensation and Human Resources, Acquisition, Public Policy and Pension and Risk Management. The Board has adopted charters for each of these committees which are available on our website at www.lennoxinternational.com by following the links “About Us— Corporate Governance— Committee Charters.”

      Audit Committee. The Audit Committee, currently composed of Mr. Henry, Chairperson, Ms. Cooper, Mr. Major and Mr. Schmidt, met 14 times during 2005. The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to the integrity of our financial statements and related systems of internal control, our compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications, independence and performance and the performance of our internal audit function. The Audit Committee also has the direct responsibility for the appointment, compensation, retention and oversight of our independent registered public accountants. Each Audit Committee member is independent as independence for audit committee members is defined by the New York Stock Exchange and satisfies the New York Stock Exchange’s financial literacy requirements. The Board of Directors has determined that Mr. Henry, Chairperson of the Audit Committee, is an audit committee financial expert as defined by the Securities and Exchange Commission.

      Board Governance Committee. The Board Governance Committee, currently composed of Mr. Stinson, Chairperson, Mr. Henry and Mr. Schmidt, met three times during 2005. Each member of the Board Governance Committee is independent as independence for nominating committee members is defined by the New York Stock Exchange. The Board Governance Committee assists the Board by identifying individuals qualified to become Board members, developing and periodically reviewing the criteria for Board membership, making recommendations to the Board regarding the appropriate size of the Board and appointment of members to the Board’s committees and developing and recommending to the Board the Corporate Governance Guidelines and Codes of Conduct applicable to the Company.

      Compensation and Human Resources Committee. In December 2005, the Board determined to combine the Compensation Committee and Human Resources Committee and adopted a new charter governing the combined committee effective January 1, 2006. The Compensation and Human Resources Committee is currently composed of Mr. Byrne, Chairperson, Ms. Alvarado, Mr. Major and Mr. Stinson. Each member of the Compensation and Human Resources Committee is independent as independence for compensation committee members is defined by the New York Stock Exchange. The Compensation and Human Resources Committee assists the Board in the discharge of its responsibili-

ties relating to our compensation and benefit programs, oversight of our incentive plans, compensation of our directors, executive officers and other key employees and the development of executive succession and development plans. During 2005, the former Compensation Committee and the former Human Resources Committee met five and three times, respectively.

      Acquisition Committee. The Acquisition Committee, currently composed of Mr. Major, Chairperson, Mr. T. Booth, Mr. Byrne and Mr. Stinson, met four times during 2005. The Acquisition Committee is responsible for evaluating and making recommendations regarding potential acquisitions and divestitures.

      Public Policy Committee. The Public Policy Committee, currently composed of Mr. Brown, Chairperson, Ms. Alvarado, Mr. S. Booth, Mr. Byrne and Mr. Norris, III, met once during 2005. The Public Policy Committee is responsible for developing educational programs for new and continuing directors and overseeing our position on corporate social responsibilities and public issues of significance that affect our stockholders.

      Pension and Risk Management Committee. The Pension and Risk Management Committee, currently composed of Mr. S. Booth, Chairperson, Mr. T. Booth, Ms. Cooper and Mr. Norris, III, met twice during 2005. The Pension and Risk Management Committee is responsible for overseeing the administration of our pension and profit sharing plans, overseeing matters relating to our insurance coverage, reviewing legal liability matters, environmental issues and other matters relating to safety and risk management.

Director Nominee Criteria and Nomination Process

      The Board of Directors is responsible for approving candidates for Board membership. The Board has delegated the screening and recruitment process to the Board Governance Committee. In this capacity, the Board Governance Committee develops and periodically reviews the criteria for Board membership, identifies new director candidates and makes recommendations to the Board regarding the appropriate size of the Board and appointment of members to the Board’s committees. Qualifications required of individuals for consideration for Board membership will vary according to the particular areas of expertise being sought as a compliment to the existing Board composition at the time of any vacancy. Appropriate criteria for Board membership include:

      The Board Governance Committee typically retains a third-party search firm to assist in identifying and evaluating potential new director candidates.

      When a vacancy occurs on the Board, the Board Governance Committee recommends to the Board a nominee to fill the vacancy. The Board Governance Committee also evaluates and recommends to the Board nominees for election to our Board of Directors at our Annual Meeting of Stockholders.

Stockholder Nominations for Director

      The Board Governance Committee considers nominees for election to the Board of Directors recommended by stockholders. A stockholder wishing to nominate a candidate for election to the Board at a meeting of the stockholders is required to give written notice to our Corporate Secretary of his or her intention to make a nomination. We must receive the notice of nomination at least 60 days but no more than 90 days prior to the Annual Meeting of Stockholders, or if we give less than 70 days notice of the Annual Meeting of Stockholders date, the notice of nomination must be received within 10 days following the date on which notice of the date of the Annual Meeting of Stockholders was mailed or such public disclosure was made to our stockholders. In the case of a special meeting of stockholders for the election of directors, we must receive the notice of nomination within 10 days following the date on which notice of such meeting is first given to stockholders. Pursuant to our Bylaws, the notice of nomination is required to contain certain information about both the nominee and the stockholder making the nomination, including information sufficient to allow the Board Governance Committee to determine if the candidate meets our criteria for Board membership. The Board Governance Committee may require that the proposed nominee furnish additional information in order to determine that person’s eligibility to serve as a director. A nomination that does not comply with the above procedure will be disregarded. Stockholder nominees whose nominations comply with the foregoing procedure and who meet the criteria described above under the heading “Director Nominee Criteria and Nomination Process” and in our Corporate Governance Guidelines, will be evaluated by the Board Governance Committee in the same manner as the Board Governance Committee’s nominees.

Stockholder Communications with Directors

      Stockholders may send written communications to the Board by:

      Communications addressed to the Board will be received by our Investor Relations department and reviewed by the Corporate Secretary. The Corporate Secretary will:

      Interested parties may communicate with non-management directors of the Board by sending written communications to the addresses listed above to the attention of the Presiding Non-Management Director.

Other Corporate Governance Policies

      Code of Conduct and Code of Ethical Conduct. We have adopted a Code of Conduct that applies to all of our directors, executive officers and employees. We have also adopted a Code of Ethical Conduct applicable to our senior financial and principal executive officers. Amendments to and waivers from the Code of Ethical Conduct will be disclosed on our website. Our Codes of Conduct and Ethical Conduct are available on our website at www.lennoxinternational.com by following the links “About Us— Corporate Governance— Code of Conduct and— Code of Conduct for Senior Financial Officers.”

Stockholders may also receive a free copy of these documents by sending a written request to 2140 Lake Park Blvd., Richardson, Texas 75080, Attention: Investor Relations, or calling (972) 497-5000.

      Corporate Governance Guidelines. We have adopted Corporate Governance Guidelines which are available on our website at www.lennoxinternational.com by following the links “About Us— Corporate Governance— Corporate Governance Guidelines.” Stockholders may request a free copy of our Corporate Governance Guidelines from our Investor Relations department at the address and phone number set forth above under “Code of Conduct and Code of Ethical Conduct.”

      Executive Session Meetings. In accordance with our Corporate Governance Guidelines, the non-management members of our Board of Directors meet regularly in executive session without the presence of management. The chairpersons of our Board committees, to the extent such person qualifies as independent, rotate alphabetically the responsibility to chair the executive session meetings of our non-management directors.

      Committee Authority to Retain Independent Advisors. Each of the Audit, Compensation and Human Resources and Board Governance Committees has the authority to retain independent advisors and consultants, with all fees and expenses to be paid by the Company.

      Whistleblower Procedures. The Audit Committee has established procedures for the handling of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for confidential and anonymous submission by our employees of concerns regarding such matters.

      Disclosure Committee. We have established a Disclosure Committee composed of members of management to assist us in fulfilling our obligations to maintain disclosure controls and procedures and to coordinate and oversee the process of preparing the reports we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934.

      No Executive Loans. We do not extend loans to executive officers or directors and have no such loans outstanding.

DIRECTORS COMPENSATION

      Directors who are employees of the Company do not receive additional compensation for positions on the Board of Directors. In 2005, there were two employee Board members: Messrs. Robert E. Schjerven, Chief Executive Officer, and Thomas W. Booth, Vice President of Corporate Technology. The 2005 compensation package for all non-employee directors, with the exception of the Chairman and Vice-Chairman, included an annual retainer of $35,000 in cash and $10,000 in common stock, with an additional annual retainer of $15,000 in cash for serving as a committee chair of the Audit Committee, $10,000 in cash for serving as a committee chair of the Compensation or Board Governance Committees and an additional annual retainer of $6,000 in cash for serving as a committee chair of the Human Resources, Pension and Risk Management, Acquisition or Public Policy Committees. A fee of $1,500 in cash was paid for attending each meeting day of the Board of Directors and educational session and a fee of $1,200 in cash was paid for attending each Board committee meeting. The fee paid for participation in a telephonic meeting was $750 for a Board meeting and $600 for a Board committee meeting. The Chairman’s compensation package is twice that of other non-employee directors consisting of an annual retainer of $70,000 in cash and $20,000 in common stock, an additional annual retainer ranging from $12,000 to $30,000 in cash for serving as a committee chair, a fee of $3,000 in cash for attending each meeting day of the Board of Directors and educational session and a fee of $2,400 in cash for attending each Board committee meeting. The fee paid for the Chairman’s participation in a telephonic conference meeting of the Board or a committee is one-half of his regular meeting fee. The Vice-Chairman’s compensation package is one and one-half times that of other non-employee directors consisting of an annual retainer of $52,500 in cash and $15,000 in common stock, an additional annual retainer ranging from $9,000 to $22,500 in cash for serving as a committee chair, a fee of $2,250 in cash for attending each meeting day of the Board of Directors and educational session and a fee of $1,800 for attending each Board committee meeting. The fee paid for the Vice-Chairman’s participation in a telephonic

conference meeting of the Board or a committee is one-half of his regular meeting fee. Non-employee directors may elect to receive the cash portion of their annual retainer in shares of common stock and may defer 25% or more of their annual cash retainer in an interest bearing account under our Non-employee Directors’ Compensation and Deferral Plan. All non-employee directors receive reimbursement for reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors or a Board committee. In addition, non-employee directors are eligible to receive up to $5,000 of financial planning services per year and to participate in the Company’s employee purchase program which provides discounts on residential heating and air conditioning equipment, accessories, parts and supplies.

      Under our Amended and Restated 1998 Incentive Plan (the “1998 Plan”), each non-employee director may also receive stock awards, which, in 2005, consisted of restricted stock and stock appreciation rights, with a grant price equal to the fair market value of our common stock on the date of grant. Pursuant to the 1998 Plan, no non-employee director may be granted, during any calendar year, director stock awards consisting of more than 40,000 shares of our common stock; provided, however, that a non-employee Vice-Chairman of the Board may be granted up to three times that amount and a non-employee Chairman of the Board may be granted up to five times that amount. In December 2005, each non-employee director, other than the Chairman and Vice-Chairman, was awarded a restricted stock award for 1,549 shares and 5,092 stock appreciation rights. The Vice-Chairman was awarded a restricted stock award for 2,324 shares and 7,638 stock appreciation rights. The Chairman did not receive stock awards in December 2005 due to his planned retirement from the Board in July 2006. The restricted stock awards vest three years following the grant date. Stock appreciation rights vest ratably over three years. Upon the exercise of vested stock appreciation rights, the increase, if any, between the fair market value of our common stock on the date the right is exercised over the fair market value on the date of grant, is paid in Company common stock. Stock appreciation rights granted in 2005 expire seven years from the date of grant.

COMPENSATION AND HUMAN RESOURCES COMMITTEE

REPORT ON EXECUTIVE COMPENSATION

Executive Compensation Philosophy and Policy

      Executive compensation is administered by the Compensation and Human Resources Committee of the Board of Directors, which is composed of the four independent Board members named below. In December 2005, the Board determined to combine the Compensation Committee and Human Resources Committee and adopted a new charter governing the combined committee effective January 1, 2006. Accordingly, all references in this report to the “Committee” refer to the combined Compensation and Human Resources Committee for matters occurring after January 1, 2006 and the Compensation Committee for matters occurring prior to such date. The Committee keeps the full Board of Directors informed of Committee actions and, in accordance with the Committee’s charter, seeks approval for certain actions relating to the executive compensation program. This report defines the philosophy and describes the decisions made by the Committee during 2005 with respect to the Company’s executive officers, including the named executive officers, as defined below under “Executive Compensation.” It is the Committee’s goal to establish executive compensation programs that deliver total pay linked to overall business results and, therefore, attract, motivate and retain highly skilled executives whose performance and contributions result in increased stockholder value. To that end, the Company maintains a pay-for-performance compensation philosophy to pay market-competitive base salaries, while also delivering variable pay opportunities, which are directly linked to the achievement of specific Company performance measurements and to the performance and contribution of the individual. In addition to the base salary program, the Company’s variable pay programs include both short- and long-term incentive compensation vehicles.

      The Committee has engaged Mercer Human Resource Consulting (“Mercer”), a nationally recognized human resources consulting firm, as its executive compensation consultant. In order to

evaluate the competitiveness of the Company’s executive total compensation program, the Committee periodically requests that the consultant conduct market analyses of the Company’s executive pay programs and practices. The Committee emphasizes delivering market-competitive and flexible total compensation to support the Company’s business objectives and compares the Company’s executive pay to a group of peer companies (although not necessarily the same companies included in the peer group used in the performance graph under “Comparison of Total Stockholder Return,” because sources of executive talent are broader than the companies listed in the performance graph).

Base Salary

      The Company’s executive base salary program is designed to be competitive with the median of the marketplace. In 2005, the Committee administered the executive officers’ base salaries within an executive broad band salary range to provide flexibility to reward executive development, support succession planning and aid in executive recruiting. The Committee engaged Mercer to conduct a market analysis of the various components of the Company’s executive compensation program and reviewed marketplace trends for increases in executive base salaries. The Committee then reviewed the base salary of each executive officer in relationship to the market data for the specific position, assessed the individual’s performance relative to previously established objectives and also made subjective determinations regarding the individual’s contributions before adjusting each executive officer’s base salary for 2005. After these adjustments, the Committee believes executive salaries were competitive within the market median and commensurate with the experience and performance contributions of the executive officers.

      In determining Mr. Schjerven’s 2005 base salary, the Committee reviewed the results of the consultant’s market trends analysis for the CEO position. The Committee then reviewed Mr. Schjerven’s base salary in relationship to the market data, assessed Mr. Schjerven’s performance relative to previously established objectives and also made subjective determinations regarding Mr. Schjerven’s contribution before adjusting his base salary to $943,000 for 2005. After this adjustment, which addressed both equity based on market data and merit based on Mr. Schjerven’s performance, the Committee believes Mr. Schjerven’s base salary was competitive within the market median and commensurate with his experience and 2004 performance contributions. The Committee assessed Mr. Schjerven’s 2004 performance and accomplishments to include, without limitation:

Short-Term Incentive Compensation

      The Committee administers an executive short-term incentive program that requires the achievement of specific Company financial objectives for those individuals who most directly influence performance results, which supports the following strategic objectives:

      Final short-term incentive payments are at the discretion of the Committee and subject to the Committee’s review and approval.

      In 2005, the executive officers participated in two annual short-term variable pay programs:

      Mr. Schjerven participated in the two annual variable pay programs described above. His specific program included performance metrics of cash flow and net income. Prior to the beginning of 2005, the Committee determined his performance goals and their expectations for fiscal 2005. The Committee’s assessment of Mr. Schjerven’s 2005 performance results included the following accomplishments under Mr. Schjerven’s leadership:

      After taking these factors into account, the Committee awarded Mr. Schjerven 5% of his annual base earnings under the broad based variable pay program and 225% of his management short-term incentive target for a total award of $2,381,075.

Long-Term Incentive Compensation

      In 2005, long-term incentive (“LTI”) awards granted to the Company’s executive officers consisted of three vehicles:

      The Committee believes this balance delivers a best-practice and competitive compensation package design. The purpose of these award vehicles is to foster and enhance the long-term success of the Company for the benefit of its stockholders by offering the incentive of long-term rewards to those executives who have principal responsibility for the Company’s long-term profitability.

      Taking into account internal affordability and market-competitive practices outlined in Mercer’s market trends study, the Committee reviews and determines LTI award levels for the executive officers, including the Chief Executive Officer, annually. In determining an executive’s LTI award, the Committee does not consider the executive’s current stock holdings.

      Performance Share Awards— PSP awards are made in December of each year for a three-year performance period beginning the following January 1. The Committee establishes minimum, target and maximum performance standard levels, with a corresponding payout opportunity ranging from 50% to 200% of the targeted payout, the achievement of which earns a lesser or greater multiplier of a contingent award granted at the beginning of the three-year performance period. In December 2005, Mr. Schjerven received 63,955 contingent performance shares and each other executive officer received 14,044 contingent performance shares.

      For PSP awards made in 2005, the financial measure used to determine whether the target performance standards have been achieved is return on invested capital, as an average over the three-year period, with the lowest year weighted at 20% and the remaining two years weighted at 40% each. At the end of the three-year performance period, the earned share awards are calculated by applying the performance standards for such period to the contingent performance share award. If, at the end of the performance period, at least the minimum performance level has been attained, the performance share awards vest and, to the extent earned, are distributed in the form of Company common stock. To the extent the PSP award payout level attained is less than 100%, the difference between 100% and the earned award is forfeited.

      Restricted Stock Awards— In December 2005, Mr. Schjerven received a restricted stock award for 38,373 shares and each other executive officer received a restricted stock award for 8,426 shares. The restricted stock awards vest three years following the grant date, provided that the participant remains employed by the Company. In addition, in September 2005, the Committee granted a restricted stock award for 20,000 shares to Ms. Carter, which vests three years following the grant date, conditioned upon continued employment.

      Stock Appreciation Rights— In December 2005, Mr. Schjerven received 84,081 stock appreciation rights and each other executive officer received 18,463 stock appreciation rights. Stock appreciation rights vest ratably over three years. Upon the exercise of vested stock appreciation rights, the increase, if any, between the fair market value of the Company’s common stock on the date the right is exercised

over the fair market value on the date of grant is paid in Company common stock. Stock appreciation rights granted in 2005 expire seven years from the date of grant.

Policy for Compliance with Section 162(m)

      Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), limits a company’s ability to deduct compensation paid in excess of $1 million to the Chief Executive Officer and the other four highest paid executives, unless the compensation meets certain stockholder-approved performance requirements. It is the Company’s intent to make awards that qualify as deductible compensation under Section 162(m) of the Code whenever possible. However, where granting awards is consistent with the strategic business goals of the Company, the Committee reserves the right to make awards that are non-deductible.

      Submitted by the Compensation and Human Resources Committee of the Board of Directors:

EXECUTIVE COMPENSATION

      The following table sets forth information on compensation earned in 2005, 2004 and 2003 by our Chief Executive Officer and our four other most highly compensated executive officers, such individuals sometimes being referred to in this Proxy Statement as the “named executive officers.”

Summary Compensation Table

      The following table provides information concerning stock appreciation rights granted to the named executive officers in 2005 under the 1998 Plan.

Option/SAR Grants in Last Fiscal Year

      The following table provides information concerning the stock options and/or stock appreciation rights exercised during 2005 by each of the named executive officers and the number and value of unexercised stock options and/or stock appreciation rights held by each named executive officer as of December 31, 2005.

Aggregated Option/ SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/ SAR Values

      In December 2005, the named executive officers were awarded PSP awards under the 1998 Plan subject to achievement of performance targets based on the return on invested capital, as an average over a three-year period, with the lowest year weighted at 20% and the remaining two years weighted at 40% each. At the end of the three-year performance period, the earned share awards are calculated by applying the performance standards for such period to the contingent performance share awards. If, at the end of the performance period, at least the minimum performance level has been attained, the

performance share awards vest and, to the extent earned, are distributed in the form of Company common stock. To the extent the PSP award payout level attained is less than 100%, the difference between 100% and the earned award is forfeited. The following table provides information concerning PSP awards granted in 2005 to the named executive officers, including estimated threshold, target and maximum payouts for such awards.

Long-Term Incentive Plans— Awards in Last Fiscal Year

Retirement Plans

      Our named executive officers participate in four Company-sponsored retirement plans: the Pension Plan for Salaried Employees, the Profit Sharing Retirement Plan, the Profit Sharing Restoration Plan and the Supplemental Retirement Plan. The Profit Sharing Restoration Plan and the Supplemental Retirement Plan are “non-qualified plans” under the Code. We pay the full cost of each of these plans.

      The Pension Plan for Salaried Employees is a floor offset plan. A target benefit is calculated using credited service and final average pay for the highest five consecutive years of compensation. The benefit is currently based on 1.00% of final average pay, plus 0.60% of final average pay above Social Security covered compensation, multiplied by the number of years of credited service, not to exceed 30 years. Employees become vested in the Pension Plan for Salaried Employees after five years of service and may commence unreduced benefits at age 65. Once specified age and service requirements are met, benefits may commence earlier on an actuarially reduced basis. At the time of retirement, a participant may choose one of five optional forms of payment.

      The Profit Sharing Retirement plan is a “defined contribution plan” under the Code. Profit sharing contributions, as determined by the Board of Directors, are credited annually to participants’ accounts based on total pay. Participants are fully vested after six years of service. The assets of the plan are employer-directed. Distributions may occur at separation of employment and can be paid directly to the participant.

      The Profit Sharing Restoration Plan permits accruals that otherwise could not occur because of Internal Revenue Service limitations on compensation.

      The Supplemental Retirement Plan permits income above Internal Revenue Service limitations to be considered in determining final average pay, doubles the rate of benefit accrual, limits credited service to 15 years, permits early retirement on somewhat more favorable terms than the Pension Plan for Salaried Employees and provides for an additional optional form of payment.

      The following table illustrates estimated annual target benefits payable under the Supplemental Retirement Plan, as of December 31, 2005, upon normal retirement at age 65 for various levels of compensation and years of service. Any benefits payable under the Pension Plan for Salaried Employees

are deducted from the target benefits established by the Supplemental Retirement Plan. Each estimated benefit is computed as a straight-life annuity and is not subject to deduction for Social Security.

      As of December 31, 2005, the final average earnings and the eligible years of credited service for each of the named executive officers was as follows: Mr. Schjerven $1,806,707— 19.8 years; Dr. Ashenhurst $760,022— 17.0 years; Mr. McDonough $682,444— 10.7 years; Mr. Boxer $669,957— 7.6 years; and Ms. Carter $0— 1.5 years.

Employment Agreements

      We have entered into employment agreements with the named executive officers, the terms and conditions of which are substantially identical. These employment agreements establish the basis of compensation and assignments and contain post-employment covenants covering confidential information, the diverting of employees, vendors and contractors and the solicitation of customers. These agreements also establish binding arbitration as the mechanism for resolving disputes and provide benefits and income in the event employment terminates under specified circumstances. On January 1 of each year, the agreements automatically renew for an additional year, unless either party notifies the other, in writing, at least 30 days prior to such date, of a decision not to renew the agreement.

      If we terminate a named executive officer prior to the expiration of the term of his or her agreement or if we do not renew such officer’s agreement for any reason other than for cause, the employee will be entitled to receive monthly payments of the greater of the employee’s base salary for the remainder of the agreement’s term or three months of the employee’s base salary in addition to any other compensation or benefits applicable to an employee at the employee’s level.

      If we terminate a named executive officer other than for cause, including our non-renewal of the agreement, and the employee agrees to execute a written general release of any and all possible claims against the Company existing at the time of termination, we will provide the employee with an enhanced severance package. This package includes payment of the employee’s base monthly salary for a period of 24 months following the date of termination, a lump-sum payment equal to any short-term bonus payments actually paid to the employee over the 24-month period prior to the date of termination, a lump-sum payment of a sum equal to 10% of the employee’s annual base salary in effect at the time of termination in lieu of perquisites lost and forgiveness of COBRA premiums due for group health

insurance coverage for up to 18 months following termination while the employee remains unemployed. If the employee remains unemployed at the end of 18 months, the equivalent of the COBRA premium will be paid to the employee on a month-to-month basis for up to six additional months while the employee remains unemployed. Outplacement services are also provided or, at the employee’s election, a lump-sum payment of 10% of the employee’s annual base salary will be made to the employee in lieu of such services. Additionally, the employee’s beneficiary will receive a lump-sum death benefit equivalent to six months of the employee’s base salary should the employee die while entitled to enhanced severance payments.

Change of Control Employment Agreements

      We have entered into change of control employment agreements with the named executive officers, the terms and conditions of which are substantially identical. The change of control agreements provide for certain additional benefits under specified circumstances if a named executive officer’s employment is terminated following a change of control transaction involving the Company. The change of control agreements are intended to provide protections to the named executive officers that are not afforded by their existing employment agreements, but not to duplicate these benefits. The employment rights of the named executive officers under the change of control agreements would be triggered by either a change of control or a potential change of control, as described below. Each change of control agreement generally terminates two years following the date of a change of control or, in the case of a potential change of control, on the earliest of (a) the date on which the Board determines in good faith that a change of control is unlikely to occur, (b) any anniversary of the potential change of control, if, upon proper notice, the named executive officer elects to terminate his or her employment with the Company and (c) the second anniversary of the date of the potential change of control. If the named executive officer remains employed at the conclusion of such term of the change of control agreement, the officer’s existing employment agreement will continue to remain in effect. Following a potential change of control, if the Board of Directors determines in good faith that a change of control is not likely, the term of the change of control agreement may terminate but the change of control agreement will remain in force and a new term of the agreement will apply to any future change of control or potential change of control.

      A “change of control” generally includes the occurrence of any of the following events:

      A “potential change of control” generally includes any of the following events:

      During the term of the change of control agreement, a named executive officer’s position, authority, duties and responsibilities may not be diminished and all forms of compensation, including salary, bonus, regular salaried employee plan benefits, stock options, restricted stock and other awards, generally must continue on a basis no less favorable than at the beginning of the term of the change of control agreement and, in the case of specified benefits, generally must continue on a basis no less favorable in the aggregate than the most favorable application of such benefits to any of our employees.

      If we terminate a named executive officer during the term of his or her change of control agreement other than for cause or disability or if the named executive officer terminates employment with the Company for good reason or for any reason during a window period (the 90-day period commencing 366 days after any change of control), we will pay or provide such officer the following amounts and benefits:

      In addition, all options, restricted stock and other compensatory awards held by the named executive officer will immediately vest and become exercisable and the term of these awards will be extended for up to three years following termination of employment. The named executive officer may also elect to cash out equity-based compensatory awards at the highest price per share paid by specified

persons during the term of the change of control agreement or the six-month period prior to the beginning of the term of the change of control agreement.

      The change of control agreements also provide for certain benefits if, during the term of an agreement, an officer’s employment with the Company is terminated by reason of death or disability. The agreements require the officers to maintain the confidentiality of the Company’s information and, for a period of 24 months following termination of employment, to avoid any attempts to induce our employees to terminate their employment with the Company.

Indemnification Agreements

      We have entered into indemnification agreements with our directors and named executive officers, the terms and conditions of which are substantially identical. Pursuant to the indemnification agreements, we have generally agreed to indemnify, and advance expenses to, each indemnitee to the fullest extent permitted by applicable law on the date of the particular agreement and to such greater extent as applicable law may permit in the future. The indemnification agreements also contain specific provisions pursuant to which we have agreed to indemnify each indemnitee, which include, without limitation, the following:

      In addition, under the terms of the indemnification agreements, we have agreed to pay all reasonable expenses incurred by or on behalf of an indemnitee in connection with any proceeding, whether brought by or in the right of the Company or otherwise, in advance of any determination with respect to entitlement to indemnification and within 15 days after we receive a written request from such indemnitee for such payment. Each indemnitee has agreed that he or she will reimburse and repay us for any expenses so advanced to the extent that it is ultimately determined that he or she is not entitled to be indemnified by us against such expenses.

      The indemnification agreements also include provisions that specify the procedures and presumptions that are to be employed to determine whether an indemnitee is entitled to indemnification. In some

cases, the nature of the procedures specified in the indemnification agreements varies depending on whether we have undergone a change of control.

EQUITY COMPENSATION PLAN INFORMATION

      The following table provides information as of December 31, 2005 regarding shares of our common stock that may be issued under our equity compensation plans.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

      John W. Norris, Jr., our Chairman of the Board, Stephen R. Booth, Thomas W. Booth, David V. Brown and John W. Norris, III, each a member of our Board of Directors, Lynn B. Storey, the mother of director nominee Jeffrey D. Storey, as well as other stockholders of the Company who may be immediate family members of the foregoing persons, are, individually or through trust arrangements, members of AOC Land Investment, L.L.C. (“AOC Land”). AOC Land owns 70% of AOC Development II, L.L.C., which owns substantially all of One Lake Park, L.L.C. (“One Lake Park”). We lease part of an office building in Richardson, Texas owned by One Lake Park for use as our corporate headquarters. The lease, initiated in 1998, has a remaining term of approximately 17 years and our lease payments for 2005 totaled approximately $2.9 million. We believe that the terms of our lease

with One Lake Park were, at the time entered into, comparable to terms that could have been obtained from unaffiliated third parties. Mr. T. Booth serves as President and Chairman of AOC Land and Mr. Norris, Jr. serves as Treasurer.

      We do not intend to enter into any transactions in which our directors, executive officers or principal stockholders and their affiliates have a material interest unless such transactions are approved by a majority of the disinterested members of our Board of Directors and are on terms that are no less favorable to us than those that we could obtain from unaffiliated third parties. Please refer to “Proposal: Election of Directors” for additional information regarding family relationships that exist among certain members of our Board of Directors and nominees for director.

Compensation Committee Interlocks and Insider Participation

      During fiscal 2005, the Compensation Committee was composed of Mr. Thompson, Chairperson, Ms. Alvarado, Mr. Byrne and Mr. Major. No member of the Compensation Committee was an officer or employee of the Company or any of our subsidiaries. In addition, none of our executive officers served on the board of directors or on the compensation committee of any other entity, for which any executive officers of such other entity served either on our Board or on our Compensation Committee.

OWNERSHIP OF COMMON STOCK

      The following table provides information regarding the beneficial ownership of our common stock as of February 27, 2006 by the following persons:

      Beneficial ownership includes direct and indirect ownership of shares of our common stock, including rights to acquire beneficial ownership of shares upon the exercise of stock options or stock appreciation rights exercisable as of February 27, 2006 and that would become exercisable within 60 days of such date. To our knowledge and unless otherwise indicated, each stockholder listed below has sole voting and investment power over the shares listed as beneficially owned by such stockholder, subject to community property laws where applicable. Percentage of ownership is based on 71,400,844 shares of common stock outstanding as of February 27, 2006. Unless otherwise indicated, all stockholders listed below have an address in care of our principal executive offices which are located at 2140 Lake Park Blvd., Richardson, Texas 75080.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than 10% of our common stock to file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of ownership and reports of changes in their ownership of our common stock. Securities and Exchange Commission regulations require our directors, executive officers and greater than 10% stockholders to furnish us with copies of these reports. Based solely upon a review of such reports and related information furnished to us, we believe that, during the 2005 fiscal year, all of our directors, executive officers and greater than 10% stockholders complied with the Section 16(a) filing requirements.

COMPARISON OF TOTAL STOCKHOLDER RETURN

      The following performance graph compares our cumulative total returns with the cumulative total returns of the Standard & Poor’s Small-Cap 600 Index and a peer group of U.S. industrial manufacturing and service companies in the heating, ventilation, air conditioning and refrigeration businesses from December 31, 2000 through December 31, 2005. The chart assumes that $100 was invested on December 31, 2000, with dividends reinvested. Peer group returns are weighted by market capitalization. Our peer group includes AAON, Inc., American Standard Companies Inc., Comfort Systems USA, Inc., Maytag Corporation, Watsco, Inc., Whirlpool Corporation and York International Corporation (up to December 9, 2005, the date on which Johnson Controls, Inc. acquired York International Corporation).

AUDIT COMMITTEE REPORT

      Audit Committee Charter. The Audit Committee of Lennox International Inc. acts pursuant to its written charter adopted by the Board of Directors, a copy of which is attached to this Proxy Statement as Appendix A. The role of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing the Company’s financial reporting process, the system of internal control, the audit process and the Company’s process for monitoring compliance with laws and regulations and corporate policies. The Audit Committee maintains effective working relationships with the Board of Directors, management, the Company’s internal auditors and the Company’s independent registered public accounting firm (“Independent Accountants”). As set forth in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles and applicable rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange. The Independent Accountants are responsible for auditing the Company’s financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

      Auditor Independence. The Audit Committee has reviewed and discussed the quarterly and audited financial statements, including the quality of accounting principles, with management and the Independent Accountants. The Audit Committee has also discussed with the Independent Accountants the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as currently in effect. Finally, the Audit Committee has received the written disclosures and the letter from the Independent Accountants required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as currently in effect, and has discussed with the Independent Accountants the Independent Accountants’ independence and considered whether the provision of non-audit services by the Independent Accountants to the Company is compatible with maintaining the accountants’ independence.

      Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the Independent Accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audits of the Company’s financial statements have been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Company’s Independent Accountants are in fact “independent.”

      Audit Committee Recommendation. Based upon the reviews and discussions described above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to in this report and in the Audit Committee Charter, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

      Submitted by the Audit Committee of the Board of Directors:

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

      The Audit Committee of the Board of Directors has selected KPMG LLP (“KPMG”) to continue as our independent registered public accounting firm for the fiscal year ending December 31, 2006. A representative of KPMG will be present at the 2006 Annual Meeting of Stockholders and will be available to respond to appropriate questions. The representative will also have an opportunity to make a statement at the meeting if he or she desires to do so.

Audit and Non-Audit Fees

      The following table presents the aggregate fees billed for professional services by KPMG for each of the last two fiscal years ($ in thousands).

Audit Committee Approval of Audit and Non-Audit Services

      The Audit Committee pre-approves all audit services provided by KPMG. In addition, all non-audit services provided by KPMG are pre-approved in accordance with our policy entitled “Use of External Audit Firm for Non-Attest Services.” The policy identifies services that are specifically prohibited by Securities and Exchange Commission rules and states that these services may not be performed by the Company’s external auditors. For permissible non-audit services, the Audit Committee has delegated pre-approval authority to the Audit Committee Chairperson. In addition, the Audit Committee has approved annual maximum amounts for tax advisory and tax return services. No engagements are commenced until the Audit Committee Chairperson’s approval has been received. All approved services are reported to the full Audit Committee at each quarterly meeting.

      In accordance with the foregoing, all services provided by KPMG in fiscal 2005 were pre-approved by the Audit Committee.

OTHER INFORMATION

Proxy Solicitation

      We will pay for the cost of this proxy solicitation. In addition to solicitation by mail, our directors, officers and employees may solicit proxies from stockholders by telephone, facsimile, email or in person. They will not be paid for soliciting proxies but may be reimbursed for out-of-pocket expenses related to the proxy solicitation. We will also make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send the proxy materials to beneficial owners of our common stock. Upon request, we will reimburse the brokerage houses and custodians for their reasonable expenses in so doing.

Multiple Stockholders Sharing the Same Address

      We have adopted a procedure approved by the Securities and Exchange Commission called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of our Annual Report to Stockholders, Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form 10-K, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure helps reduce our printing costs and postage fees.

      Stockholders who participate in householding will continue to receive separate Proxy Cards. Also, householding will not in any way affect dividend check mailings.

      If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Annual Report to Stockholders, Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form 10-K, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact our Investor Relations department by telephone at (972) 497-5000 or in writing at 2140 Lake Park Blvd., Richardson, Texas 75080, Attention: Investor Relations.

      If you participate in householding and wish to receive a separate copy of our Annual Report to Stockholders, Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form 10-K, or if you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, please contact our Investor Relations department as indicated above.

Stockholder Proposals for the 2007 Annual Meeting of Stockholders

      Proposals for Inclusion in the Proxy Statement. If you wish to submit a proposal for possible inclusion in our 2007 proxy materials, we must receive your notice, in accordance with the rules of the Securities and Exchange Commission, on or before November 15, 2006. The proposal should be sent in writing to 2140 Lake Park Blvd., Richardson, Texas 75080, Attention: Corporate Secretary.

      Proposals to be Offered at an Annual Meeting. If you wish to introduce a proposal at the 2007 Annual Meeting of Stockholders but do not intend for your proposal to be considered for inclusion in our 2007 proxy materials, our Bylaws, as permitted by the rules of the Securities and Exchange Commission, require that you follow certain procedures. More specifically, you must give written notice to our Corporate Secretary of your intention to introduce a proposal. We must receive such notice at least 60 days but no more than 90 days prior to the Annual Meeting of Stockholders, or if we give less than 70 days notice of the Annual Meeting of Stockholders date, the notice must be received within 10 days following the date on which notice of the date of the Annual Meeting of Stockholders was mailed or such public disclosure was made to our stockholders. In the case of a special meeting of stockholders, we must receive notice of your intention to introduce a proposal within 10 days following the date on which notice of such meeting is first given to stockholders. Depending on the nature of your proposal, additional information may be required as well (see “Corporate Governance— Stockholder Nominations for Director”).

Richardson, Texas

March 24, 2006

APPENDIX A

LENNOX INTERNATIONAL INC.

AUDIT COMMITTEE

CHARTER

C.L. (Jerry) Henry, Chairperson

Janet K. Cooper

John E. Major

Paul W. Schmidt

Susan K. Carter, Non-Voting Staff Advisor

Purpose

      The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight of (1) the integrity of the Company’s financial statements and related systems of internal control, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent accountants qualifications and independence, and (4) the performance of the Company’s internal audit function and independent accountants. In performing its role, the Audit Committee will maintain effective working relationships with the Board of Directors, management, the internal auditors and the independent accountants.

      The Audit Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the “Commission”) to be included in the Company’s annual proxy statement.

Organization

      The Audit Committee shall be comprised of no less than three Directors. The members of the Audit Committee shall meet the independence and experience requirements of the New York Stock Exchange, Rule 10A-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended by the Sarbanes-Oxley Act of 2002, and the rules and regulations of the Commission. All members of the Audit Committee shall be financially literate and at least one member of the Audit Committee shall be a financial expert as defined by the Commission. Audit Committee members shall not simultaneously serve on the audit committees of more than two other public companies.

      The Board shall appoint the members of the Audit Committee annually, considering the recommendation of the Board Governance Committee. The members of the Audit Committee shall serve until their successors are appointed and qualify. The Board of Directors will appoint one Audit Committee member to serve as the Committee Chairman. The Board shall have the power at any time to change the membership of the Audit Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence, experience and financial expertise requirements referred to above. The Audit Committee shall meet when called by the Chairman, but at least four times per year. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent accountant to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Duties and Responsibilities

      To fulfill its duties and responsibilities, the Audit Committee shall:

Reporting Responsibilities

      To satisfy its reporting responsibilities, the Audit Committee shall, among other things:

Special Authorities

      The Audit Committee shall also have the power to conduct or authorize investigations into any matters within the Committee’s scope of responsibility. The Committee shall have unrestricted access to members of management, independent accountants and all information relevant to its responsibilities. The Committee shall be empowered to retain independent counsel, accountants or others as they deem appropriate from time to time. The Company shall provide for appropriate funding of such services deemed appropriate by the Audit Committee, for payment of (1) compensation to any public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, (2) compensation to any advisors employed by the Audit Committee retained as set forth above, and (3) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

Limitation of Audit Committee’s Role

      While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent accountants.