Lennox International Announces Agreement to Reduce Its Outstanding Shares

    DALLAS, March 20 /CNW/ -- Lennox International Inc. (NYSE:   LII) announced
it has entered into an agreement with A.O.C. Corporation under which it would
acquire 2,695,770 shares of LII common stock owned by A.O.C. in exchange for
2,239,589 newly-issued LII common shares.  The effect of this transaction
would be to reduce the number of outstanding shares of LII common stock by
456,181 shares, at minimal cost to LII.
    Thomas W. Booth, Stephen R. Booth, John W. Norris, III and Jeffery D.
Storey, M.D., each a member of LII's Board of Directors, as well as other LII
stockholders who are their immediate family members, are, individually or
through trust arrangements, shareholders of A.O.C.  A.O.C.'s assets consist
solely of 2,695,770 shares of our common stock and cash.  Following this
transfer, A.O.C. would liquidate and distribute the newly issued LII stock to
its shareholders.  The transaction is subject to the satisfaction of certain
conditions, including the approval of LII's shareholders and the receipt of a
private letter ruling from the Internal Revenue Service that the transaction
would qualify as a tax-free reorganization.
    LII intends to seek stockholder approval for the issuance of these shares
at its 2007 Annual Meeting of Stockholders to be held on May 17, 2007 and to
file a preliminary proxy statement regarding this proposal with the Securities
and Exchange Commission. Stockholders are advised to read the proxy statement
when it becomes available because it will contain important information.
    Operating in over 100 countries, Lennox International Inc. is a global
leader in the heating, air conditioning, and refrigeration markets. Lennox
International stock is traded on the New York Stock Exchange under the symbol
"LII". Additional information is available at:
http://www.lennoxinternational.com or by contacting Bill Moltner, vice
president, investor relations, at 972-497-6670. A free copy of the proxy
statement can also be obtained at http://www.sec.gov .

For further information:

For further information: Bill Moltner, vice president, investor
relations  of Lennox International Inc., +1-972-497-6670 Web Site:

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