STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Richard A. Smith, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Lennox International Inc., and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with Lennox' audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December 31,
2001 filed with the Commission of Lennox International Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Lennox International Inc. filed
with the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
By: /s/ Richard A. Smith Subscribed and sworn to
-------------------- before me this 13th day of
Name: Richard A. Smith August 2002.
Title: Chief Financial Officer
Date: August 13, 2002
/s/ Ladye E. Irvin
-------------------
Notary Public
My Commission Expires: 9/8/05