Common use of Grantee Acceptance Clause in Contracts

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL INC. By: Name: Wxxxxxx X. Xxxxx, Xx. Title: Executive Vice President, Chief Legal Officer, and Secretary ACCEPTED: Director Exhibit A to Non-Employee Directors’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall be entitled to the Award and all other rights accorded the Grantee by the above-referenced agreement (the “Agreement”). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s survival of the Grantee’s death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s death. Date Director

Grantee Acceptance. The Grantee shall will signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL INC. SIGNATURE PAGE TO STOCK APPRECIATION RIGHTS AGREEMENT DATED JUNE 1, 2004 BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE LIBERTY MEDIA CORPORATION By: ------------------------------------ Xxxxxxx X. Xxxxxx Senior Vice President ACCEPTED: _______________________, Grantee Name: Wxxxxxx X. XxxxxAddress: -------------------------- -------------------------- SSN: ------------------------------- Number of shares of L Stock as to which L SARs are granted: EXHIBIT A TO STOCK APPRECIATION RIGHTS AGREEMENT DATED JUNE 1, Xx. Title: Executive Vice President2004 BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE [COPY OF 2002 LIBERTY MEDIA CORPORATION NONEMPLOYEE DIRECTOR INCENTIVE PLAN] EXHIBIT B TO STOCK APPRECIATION RIGHTS AGREEMENT DATED JUNE 1, Chief Legal Officer2004 BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE DESIGNATION OF BENEFICIARY I, and Secretary ACCEPTED: Director Exhibit A to Non-Employee Directors’s Stock Appreciation Rights Agreement dated as ___________________________________________ (the "Grantee"), hereby declare that upon my death __________________________________________ (the NAME "Beneficiary") of ____________________________________________________________ , 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of STREET ADDRESS CITY STATE ZIP CODE who is my _________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall will be entitled RELATIONSHIP TO GRANTEE to the Award L SARs and all other rights accorded the Grantee by the above-referenced grant agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall will devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. ------------------------------- ------------------------------------------ Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL ATTEST: CARRIZO OIL & GAS, INC. By: Name: Wxxxxxx Secretary X. XxxxxX. Xxxxxxx, Xx. Title: Executive Vice President, Chief Legal Officer, and Secretary XX President ACCEPTED: Director Exhibit A [Name] Schedule 1 to Non-Employee Directors’s Stock Appreciation Rights Agreement dated as of _________, 20___ Carrizo Oil & Gas, Inc. Cash-Settled Stock Appreciation Rights Plan Grantee: [Employee Name] Grant Date: _________, 2005 1998 Incentive Plan 20___ Exercise Price: $________ per share SAR Shares: ______ shares of Lennox International Inc. Common Stock. Exhibit B A to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of _________, 20___ Carrizo Oil & Gas, 2005 1998 Incentive Inc. Cash-Settled Stock Appreciation Rights Plan of Lennox International Inc. Designation of Beneficiary I, ___________________________________________ (the “Grantee”), hereby declare that upon my death: (Name) death __________________________________________ (the “Beneficiary”) (Address)of Name _____________________________________________________________________________, Street Address City State Zip Code who is my (Relationship to Grantee)_________________________________________________, shall be entitled to the Award Relationship to Grantee SAR and all other rights accorded the Grantee by the above-referenced above‑referenced agreement (the “Agreement”). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s survival of the Grantee’s death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s death. Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL ATTEST: CARRIZO OIL & GAS, INC. By: Name: Wxxxxxx X. Xxxxx, Xx. Title: Executive Vice President, Chief Legal Officer, and Secretary ACCEPTED: Director Exhibit A to Non-Employee Directors’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of _______________________ By: _________________________________ Secretary Name: X. X. Xxxxxxx Title: President ACCEPTED: __________________________________________ Schedule 1 to Stock Appreciation Rights Agreement dated as of June 3, 2005 1998 Incentive 2009 Carrizo Oil & Gas, Inc. Cash-Settled Stock Appreciation Rights Plan Grantee: [Employee Name] Grant Date: June 3, 2009 Exercise Price: $20.22 per share SAR Shares: ______ shares of Lennox International Common Stock. Exhibit B to Stock Appreciation Rights Agreement dated as of June 3, 2009 Carrizo Oil & Gas, Inc. Cash-Settled Stock Appreciation Rights Plan Designation of Beneficiary I, ___________________________________________ (the “Grantee”), hereby declare that upon my death: (Name) death ________________________________________________________________________ (the “Beneficiary”) (Address)of Name __________________________________________________________________________________________, Street Address City State Zip Code who is my (Relationship to Grantee)_________________________________________________, shall be entitled to the Award SAR and all other rights Relationship to Grantee accorded the Grantee by the above-referenced agreement (the “Agreement”). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s survival of the Grantee’s death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s death. Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL ATTEST: CARRIZO OIL & GAS, INC. By: Name: Wxxxxxx X. Xxxxx, Xx. Title: Executive Vice President, Chief Legal Officer, and Secretary ACCEPTED: Director Exhibit A to Non-Employee Directors’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of _______________________ By: _________________________________ Secretary Date Name: X. X. Xxxxxxx Date Title: President ACCEPTED: ______________________________ Schedule 1 to Stock Appreciation Rights Agreement dated as of June 3, 2005 1998 2009 Incentive Plan of Lennox International Carrizo Oil & Gas, Inc. Grantee: [Employee Name] Grant Date: June 3, 2009 Exercise Price: $20.22 per share SAR Shares: ______ shares of Common Stock. Exhibit B to Stock Appreciation Rights Agreement dated as of June 3, 2009 Incentive Plan of Carrizo Oil & Gas, Inc. Designation of Beneficiary I, ___________________________________________ (the “Grantee”), hereby declare that upon my death: (Name) death ________________________________________________________________________ (the “Beneficiary”) (Address)of Name __________________________________________________________________________________________, Street Address City State Zip Code who is my (Relationship to Grantee)_________________________________________________, shall be entitled to the Award SAR and all other rights Relationship to Grantee accorded the Grantee by the above-referenced agreement (the “Agreement”). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s survival of the Grantee’s death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s death. Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL TELE-COMMUNICATIONS, INC. By: ---------------------------------- Name: Wxxxxxx Stepxxx X. Xxxxx, Xx. Xxxxx Title: Executive Vice President, Chief Legal Officer, and Secretary President ACCEPTED: Director Exhibit ------------------------------------- TELE-COMMUNICATIONS, INC. 1996 INCENTIVE PLAN Grantee: Grant Date: July 23, 1997 Option Price: $_____ per share Option Shares: __________ shares of Series A to NonLiberty Media Group Common Stock ("LBTYA"), $_____ par value per share. TELE-Employee Directors’s Stock Appreciation Rights Agreement dated as COMMUNICATIONS, INC. 1996 INCENTIVE PLAN DESIGNATION OF BENEFICIARY I, ____________________________________ (the "Grantee"), hereby declare that upon my death ______________________________________ (the "Beneficiary") of Name _______________________________________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of Street Address City State Zip Code who is my ____________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall be entitled to the Award Relationship to Grantee LBTYA Option, LBTYA Tandem SARs and all other rights accorded the Grantee by the above-referenced grant agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. ---------------------------- ------------------------------------------- Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof executing this Agreement and returning a signed an executed copy to the Company. LENNOX INTERNATIONAL CARRIZO OIL & GAS, INC. By: Name: Wxxxxxx X. XxxxxX.X. Xxxxxxx, Xx. Title: Executive Vice President, Chief Legal Officer, and Secretary XX President ACCEPTED: Director Exhibit A Grantee Schedule 1 to Non-Employee Directors’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 _ 2017 Incentive Plan of Lennox International Carrizo Oil & Gas, Inc. Grantee: [Employee Name] Grant Date: _______________ Exercise Price: $________ per SAR Share Number of SAR Shares: ______ Exhibit B A to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 _ 2017 Incentive Plan of Lennox International Carrizo Oil & Gas, Inc. Designation of Beneficiary I, ___________________________________________ (the “Grantee”), hereby declare that upon my death: (Name) death __________________________________________ (the “Beneficiary”) (Address)of Name _____________________________________________________________________________, Street Address City State Zip Code who is my (Relationship to Grantee)_________________________________________________, shall be entitled to the Award Relationship to Grantee SAR and all other rights accorded the Grantee by the above-referenced above‑referenced agreement (the “Agreement”). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s survival of the Grantee’s death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s death. Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL INCSIGNATURE PAGE TO RESTRICTED STOCK AWARD AGREEMENT DATED AS OF [_______], BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE. LIBERTY MEDIA CORPORATION By: :_____________________________________ Name: Wxxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxx Title: Executive Senior Vice President, Chief Legal Officer, and Secretary President ACCEPTED: Director Exhibit ---------------------------------------- Address: -------------------------------- -------------------------------- SSN: ------------------------------------ EXHIBIT A to Non-Employee Directors’s Stock Appreciation Rights Agreement dated as TO RESTRICTED STOCK AWARD AGREEMENT DATED AS OF [_______] BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE LIBERTY MEDIA CORPORATION 2000 INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE APRIL 19, 2004) EXHIBIT B TO RESTRICTED STOCK AWARD AGREEMENT DATED AS OF [_______] BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE DESIGNATION OF BENEFICIARY I, ____________________________________________ (the "Grantee"), hereby declare that upon my death ___________________________________________ (the Name "Beneficiary") of ____________________________________________________________ , 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of Street Address City State Zip Code who is my _________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall be entitled Relationship to Grantee to the Award Restricted Shares and all other rights accorded the Grantee by the above-referenced grant agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations designation of beneficiary under the this Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. Date DirectorSCHEDULE 1 TO RESTRICTED STOCK AWARD AGREEMENT DATED AS OF [________] BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE Grantee: Grant Date:

Grantee Acceptance. The Grantee shall will signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL INC. SIGNATURE PAGE TO NON-QUALIFIED STOCK OPTION AGREEMENT DATED AS OF_______________, 2004 BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE LIBERTY MEDIA CORPORATION By: ------------------------------------- Name: Wxxxxxx X. Xxxxx, Xx. ----------------------------------- Title: Executive Vice President, Chief Legal Officer, and Secretary ---------------------------------- ACCEPTED: Director Exhibit ---------------------------------------- Grantee Name: --------------------------- Address: -------------------------------- SSN: ------------------------------------ Number of shares of L Stock as to which Options are granted ___________________ EXHIBIT A to NonTO NON-Employee Directors’s Stock Appreciation Rights Agreement dated as QUALIFIED STOCK OPTION AGREEMENT DATED AS OF_______________, 2004 BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE [COPY OF LIBERTY MEDIA CORPORATION 2000 INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE APRIL 19, 2004)] EXHIBIT B TO NON-QUALIFIED STOCK OPTION AGREEMENT DATED AS OF_______________, 2004 BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE DESIGNATION OF BENEFICIARY I, ___________________________________________ (the "Grantee"), hereby declare that upon my death (the "Beneficiary") of __________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of _________________ Name ______________________________________________________________________________ , 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), Street Address City State Zip Code who is my (Relationship to Grantee)____________________________________________ , shall will be entitled to the Award Relationship to Grantee L Options and all other rights accorded the Grantee by the above-referenced grant agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall will devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. ----------------------------- ----------------------------------------- Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL INC. ATTEST: Carrizo Oil & Gas, Inc. By: Secretary Name: Wxxxxxx X. Xxxxx, Xx. X. Xxxxxxx Title: Executive Vice President, Chief Legal Officer, and Secretary President ACCEPTED: Director Exhibit A Employee Name Schedule 1 to Non-Employee Directors’s Stock Appreciation Rights Agreement dated as of July __, 2010 Incentive Plan of Carrizo Oil & Gas, Inc. Grantee: [Employee Name] Grant Date: July __, 2010 Exercise Price: $_____ per share SAR Shares: ______ shares of Common Stock. Exhibit B to Stock Appreciation Rights Agreement dated as of July __, 2010 Incentive Plan of Carrizo Oil & Gas, Inc. Designation of Beneficiary I, __________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, _____________________________________________ (the “Grantee”), hereby declare that upon my death: (Name) death ______________________________________________________________ (the “Beneficiary”) (Address)of Name _______________________________________________________________________________________________, Street Address City State Zip Code who is my (Relationship to Grantee)____________________________________________________________, shall be entitled to the Award Relationship to Grantee SAR and all other rights accorded the Grantee by the above-referenced agreement (the “Agreement”). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s survival of the Grantee’s death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s death. _______________________________ ____________________________________ Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof executing this Agreement and returning a signed an executed copy to the Company. LENNOX INTERNATIONAL CARRIZO OIL & GAS, INC. By: Name: Wxxxxxx X. XxxxxX. Xxxxxxx, Xx. Title: Executive Vice President, Chief Legal Officer, and Secretary XX President ACCEPTED: Director Exhibit A Grantee Schedule 1 to Non-Employee Directors’s Stock Appreciation Rights Agreement dated as of ____________ Carrizo Oil & Gas, 2005 1998 Incentive Inc. Cash-Settled Stock Appreciation Rights Plan Grantee: [Employee Name] Grant Date: ____________ Exercise Price: $________ per SAR Share Number of Lennox International Inc. SAR Shares: ______ Exhibit B A to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of ____________ Carrizo Oil & Gas, 2005 1998 Incentive Inc. Cash-Settled Stock Appreciation Rights Plan of Lennox International Inc. Designation of Beneficiary I, ___________________________________________ (the “Grantee”), hereby declare that upon my death: (Name) death __________________________________________ (the “Beneficiary”) (Address)of Name _____________________________________________________________________________, Street Address City State Zip Code who is my (Relationship to Grantee)_________________________________________________, shall be entitled to the Award Relationship to Grantee SAR and all other rights accorded the Grantee by the above-referenced above‑referenced agreement (the “Agreement”). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s survival of the Grantee’s death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s death. Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL ATTEST: TCI SATELLITE ENTERTAINMENT, INC. _____________________________ By:___________________________________ Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxx Assistant Secretary President & Chief Executive Officer GRANTEE: Name: Wxxxxxx X. Xxxxx, Xx. Title: Executive Vice President, Chief Legal Officer, and Secretary ACCEPTED: Director Exhibit A Schedule 1 to Non-Employee Directors’s Restricted Stock Appreciation Rights Award Agreement dated as of February 3, 1997 TCI SATELLITE ENTERTAINMENT, INC. 1996 STOCK INCENTIVE PLAN Grantee: Grant Date: February 3, 1997 Restricted Shares: _________ shares of Series A Common Stock of TCI Satellite Entertainment, Inc., $1.00 par value per share. EXHIBIT B TO RESTRICTED STOCK AWARD AGREEMENT DATED AS OF FEBRUARY 3, 1997 TCI SATELLITE ENTERTAINMENT, INC. 1996 STOCK INCENTIVE PLAN DESIGNATION OF BENEFICIARY I, ________________________________________ (the "Grantee"), hereby declare that upon my death ______________________________________ (the "Beneficiary") of Name _____________________________________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of Street Address City State Zip Code who is my ___________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall be entitled to the Award Relationship to Grantee Restricted Shares and all other rights accorded the Grantee by the above-above- referenced grant agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. _________________________ ________________________________________________ Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL TELE-COMMUNICATIONS, INC. By: --------------------------------- Name: Wxxxxxx Stepxxx X. Xxxxx, Xx. Xxxxx Title: Executive Vice President, Chief Legal Officer, and Secretary President ACCEPTED: Director Exhibit A --------------------------------------- Schedule 1 to Non-Employee Directors’s Qualified Stock Option and Stock Appreciation Rights Agreement dated as of July 23, 1997 TELE-COMMUNICATIONS, INC. 1996 INCENTIVE PLAN Grantee: Grant Date: July 23, 1997 Option Price: $_____ per share Option Shares: __________ shares of Series A TCI Ventures Group Common Stock ("TCIVA"), $_____ par value per share. Exhibit B to Non-Qualified Stock Option and Stock Appreciation Rights Agreement dated as of July 23, 1997 TELE-COMMUNICATIONS, INC. 1996 INCENTIVE PLAN DESIGNATION OF BENEFICIARY I, ____________________________________ (the "Grantee"), hereby declare that upon my death _____________________________________ (the "Beneficiary") of Name _______________________________________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of Street Address City State Zip Code who is my ____________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall be entitled to the Award Relationship to Grantee TCIVA Option, TCIVA Tandem SARs and all other rights accorded the Grantee by the above-referenced grant agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. ------------------------------- ------------------------------ Date DirectorGrantee

Grantee Acceptance. The Grantee shall will signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL INC. By: Name: Wxxxxxx X. Xxxxx, Xx. Title: Executive Vice President, Chief Legal Officer, and Secretary ACCEPTED: Director Exhibit A to NonSIGNATURE PAGE TO NON-Employee Directors’s Stock Appreciation Rights Agreement dated as of QUALIFIED STOCK OPTION AGREEMENT DATED AS OF ___________, 2005 1998 Incentive Plan 200___ BETWEEN LIBERTY MEDIA INTERNATIONAL, INC. AND GRANTEE LIBERTY MEDIA INTERNATIONAL, INC. By: ------------------------------------ Elizabeth M. Markowski Sxxxxx Xxxx Xxxxxxxxx ACCEPTED: , Grantee ------------------------------- Name: ---------------------------------- Address: ------------------------------- ------------------------------- SSN: ----------------------------------- Number of Lennox International Inc. Exhibit shares of LBTYA as to which the Option is granted: EXHIBIT A TO NON-QUALIFIED STOCK OPTION AGREEMENT DATED AS OF _________, 200__ BETWEEN LIBERTY MEDIA INTERNATIONAL, INC. AND GRANTEE [COPY OF LIBERTY MEDIA INTERNATIONAL, INC. 2004 NONEMPLOYEE DIRECTOR INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 2005] EXHIBIT B to NonTO NON-Employee Director’s Stock Appreciation Rights Agreement dated as QUALIFIED STOCK OPTION AGREEMENT DATED AS OF _________, 200__ BETWEEN LIBERTY MEDIA INTERNATIONAL, INC. AND GRANTEE DESIGNATION OF BENEFICIARY I, ___________________________________________ (the "Grantee"), hereby declare that upon my death __________________________________________ (the "Beneficiary") of Name _______________________________________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), Street Address City State Zip Code who is my (Relationship to Grantee)_________________________________________________, shall will be entitled to the Award Relationship to Grantee Option and all other rights accorded the Grantee by the above-referenced grant agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall will devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. Date Director.

Grantee Acceptance. The Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed an executed copy to the Company. LENNOX INTERNATIONAL INC. DEVON DELAWARE CORPORATION By: /s/ J. Larrx Xxxxxxx ------------------------------------------ Name: Wxxxxxx X. Xxxxx, Xx. J. Larrx Xxxxxxx ------------------------------------ Title: President & Chief Executive Vice President, Chief Legal Officer, and Secretary Officer ------------------------------------ ACCEPTED: Director /s/ Jamex X. Xxxx ---------------------------------------------- Grantee: Jamex X. Xxxx Exhibit A to Non-Employee Directors’s Director's Restricted Stock Appreciation Rights Agreement Award Agreement, dated as of August ____, 1999 DEVON DELAWARE CORPORATION DESIGNATION OF BENEFICIARY I, ___________________________________ (the "Grantee"), hereby declare that upon my death _____________________________________ (the "Beneficiary") of Name ______________________________________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of Street Address City State Zip Code who is my ___________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall be entitled to the Award Relationship to the Grantee Restricted Stock and all other rights accorded the Grantee by the above-referenced grant agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated hereintherein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, Grantee and filed with the Company prior to the Grantee’s 's death. ---------------------------------- ---------------------------------- Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL INC. By: Name: Wxxxxxx X. Xxxxx, Xx. Title: Executive Vice President, Chief Legal Officer, and Secretary ACCEPTED: Director Employee Exhibit A to Non-Employee DirectorsEmployee’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee DirectorEmployee’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall be entitled to the Award and all other rights accorded the Grantee by the above-referenced agreement (the “Agreement”). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s survival of the Grantee’s death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s death. Date DirectorEmployee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL INC. ATTEST: EDGE PETROLEUM CORPORATION ____________________ By: :______________________ Secretary Name: Wxxxxxx X. Xxxxx, Xx. :____________________ Title: Executive Vice President, Chief Legal Officer, and Secretary :___________________ ACCEPTED: Director Exhibit A :________________ Name:____________________ Schedule 1 to Non-Employee Directors’s Qualified Stock Appreciation Rights Option Agreement dated as of ____________ _____, 2005 1998 ______ Edge Petroleum Corporation 1997 Incentive Plan Grantee: ________________ Grant Date: ____________ _____, ______ Option Price: $________ per share Option Shares: __________ shares of Lennox International Inc. Common Stock, $.01 par value per share. Exhibit B to Non-Employee Director’s Qualified Stock Appreciation Rights Option Agreement dated as of ____________ _____, 2005 1998 ______ Edge Petroleum Corporation 1997 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, ___________________________________________ (the “"Grantee”"), hereby declare that upon my death: (Name) death __________________________________________ (the “Name "Beneficiary”") (Address)of _____________________________________________________________, Street Address City state Zip Code who is my (Relationship to Grantee)_________________________________________________, shall be entitled Relationship to Grantee to the Award Option and all other rights accorded the Grantee by the above-referenced agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. __________________________________ Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL TELE-COMMUNICATIONS INTERNATIONAL, INC. By: ----------------------------- Name: Wxxxxxx Stepxxx X. Xxxxx, Xx. Xxxxx Title: Executive Vice President, Chief Legal Officer, and Secretary President ACCEPTED: Director Exhibit A -------------------------------- Schedule 1 to Non-Employee Directors’s Qualified Stock Option and Stock Appreciation Rights Agreement dated as of July 23, 1997 TELE-COMMUNICATIONS INTERNATIONAL, INC. 1995 STOCK INCENTIVE PLAN Grantee: Grant Date: July 23, 1997 Option Price: $_____ per share Option Shares: __________ shares of Series A Common Stock of Tele-Communications International, Inc. ("TINTA"), $_____ par value per share. Exhibit B to Non-Qualified Stock Option and Stock Appreciation Rights Agreement dated as of July 23, 1997 TELE-COMMUNICATIONS INTERNATIONAL, INC. 1995 STOCK INCENTIVE PLAN DESIGNATION OF BENEFICIARY I, ____________________________________ (the "Grantee"), hereby declare that upon my death ______________________________________ (the "Beneficiary") of Name ________________________________________________________________________________ Street Address City State Zip Code who is my ___________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall be entitled to the Award Relationship to Grantee TINTA Option, TINTA Tandem SARs and all other rights accorded the Grantee by the above-referenced grant agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. ------------------------------- ------------------------------- Date DirectorGrantee

Grantee Acceptance. The Grantee shall signify acceptance of the terms and conditions of this Award Agreement by signing in the space provided at the end hereof and returning a signed an executed copy to the Company. LENNOX INTERNATIONAL CAVCO INDUSTRIES, INC. By: ---------------------------------- Name: Wxxxxxx X. Xxxxx, Xx. Sean K. Nolen --------------------------- Title: Executive Vice President, President and Chief Legal Officer, and Secretary Financial Officer --------------------------- ACCEPTED: Director ----------------------- Grantee: Joseph H. Stegmayer Exhibit A to Non-Employee Directors’s Stock Appreciation Rights Agreement Xxxxxxxxxx Xxxxx Xward Agreement, dated as of July 7, 2003 CAVCO INDUSTRIES, INC. DESIGNATION OF BENEFICIARY I, Joseph H. Stegmayer (the "Grantee"), hereby declare that upon my death ____________________________________ (the "Beneficiary") who resides at ----------------------------------------------------------------------, Street Address City State Zip Code and is my __________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall be entitled to the Award Restricted Stock and all other rights accorded the Grantee by the above-referenced agreement Restricted Stock Award Agreement (the “"Award Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Award Agreement and is subject to the conditions stated hereintherein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Award Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, Grantee and filed with the Company prior to the Grantee’s 's death. ------------ ------------------ Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL TELE-COMMUNICATIONS, INC. By: ------------------------------------ Name: Wxxxxxx Stepxxx X. Xxxxx, Xx. Xxxxx Title: Executive Vice President, Chief Legal Officer, and Secretary President ACCEPTED: Director Exhibit ---------------------------------------- TELE-COMMUNICATIONS, INC. 1996 INCENTIVE PLAN Grantee: Grant Date: July 23, 1997 Option Price: $_____ per share Option Shares: __________ shares of Series A to NonTCI Group Common Stock ("TCOMA"), $_____ par value per share. TELE-Employee Directors’s Stock Appreciation Rights Agreement dated as COMMUNICATIONS, INC. 1996 INCENTIVE PLAN DESIGNATION OF BENEFICIARY I, ___________________________________________ (the "Grantee"), hereby declare that upon my death __________________________________________ (the Name "Beneficiary") of __________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of ___________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), Street Address City State Zip Code who is my (Relationship to Grantee)_________________________________________________, shall be entitled Relationship to Grantee to the Award TCOMA Option, TCOMA Tandem SARs and all other rights accorded the Grantee by the above-referenced grant agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. ---------------------------------- ------------------------------------------- Date DirectorGrantee

Grantee Acceptance. The Grantee shall will signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL SIGNATURE PAGE TO NON-QUALIFIED STOCK OPTION AGREEMENT DATED AS OF ________, 200__ BETWEEN LIBERTY MEDIA INTERNATIONAL, INC., AND GRANTEE LIBERTY MEDIA INTERNATIONAL, INC. By: -------------------------------------- Name: Wxxxxxx X. Xxxxx, Xx. ------------------------------------ Title: Executive Vice President, Chief Legal Officer, and Secretary ----------------------------------- ACCEPTED: Director Exhibit ------------------------------------------ Grantee Name: ---------------------------- Address: --------------------------------- SSN: ------------------------------------- Number of shares of LBTYA as to which Option is granted ------------------------ EXHIBIT A to NonTO NON-Employee Directors’s Stock Appreciation Rights Agreement dated as QUALIFIED STOCK OPTION AGREEMENT DATED AS OF _______, 200__ BETWEEN LIBERTY MEDIA INTERNATIONAL, INC. AND GRANTEE EXHIBIT B TO NON-QUALIFIED STOCK OPTION AGREEMENT DATED AS OF ________, 200__ BETWEEN LIBERTY MEDIA INTERNATIONAL, INC. AND GRANTEE DESIGNATION OF BENEFICIARY I, ___________________________________________ (the "Grantee"), hereby declare that upon my death ____________________________________ (the "Beneficiary") of Name _______________________________________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of Street Address City State Zip Code who is my ______________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall will be entitled to the Award Relationship to Grantee Option and all other rights accorded the Grantee by the above-referenced grant agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall will devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. -------------------------- -------------------------- Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL ATTEST: CARRIZO OIL & GAS, INC. By: Name: Wxxxxxx Secretary X. XxxxxX. Xxxxxxx, Xx. Title: Executive Vice President, Chief Legal Officer, and Secretary XX President ACCEPTED: Director [Name] Schedule 1 to Stock Appreciation Rights Agreement dated as of _________, 20___ Incentive Plan of Carrizo Oil & Gas, Inc. Grantee: [Employee Name] Grant Date: _______________ Exercise Price: $________ per share SAR Shares: ______ shares of Common Stock. Exhibit A to Non-Employee Directors’s Stock Appreciation Rights Agreement dated as of __________, 2005 1998 ___ Incentive Plan of Lennox International Carrizo Oil & Gas, Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as Designation of Beneficiary I, __________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, _________________________________ (the “Grantee”), hereby declare that upon my death: (Name) death __________________________________________ (the “Beneficiary”) (Address)of Name _____________________________________________________________________________, Street Address City State Zip Code who is my (Relationship to Grantee)_________________________________________________, shall be entitled to the Award Relationship to Grantee SAR and all other rights accorded the Grantee by the above-referenced above‑referenced agreement (the “Agreement”). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s survival of the Grantee’s death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s death. Date DirectorGrantee

Grantee Acceptance. Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LENNOX INTERNATIONAL INC. ATTEST: EDGE PETROLEUM CORPORATION /S/ Robert Thomas By: /S/ James D. Calaway ----------------- --------------------- Secretary Name: Wxxxxxx X. Xxxxx, Xx. Jame D. Calaway Title: Executive Vice President, Chief Legal Officer, and Secretary Xxxxxxxxx ACCEPTED: Director Exhibit A /S/ Michael G. Long -------------------- Michael G. Long Schedule 1 to Non-Employee Directors’s Qualified Stoxx Xxxxxx Xxxxxment dated as of March 3, 1997 Edge Petroleum Corporation 1997 Incentive Plan Grantee: Michael G. Long Grant Date: March 3, 1997 Option Prixx: $06.50 per share Option Shares: 35,507 shares of Common Stock, $.01 par value per share. Exhibit B to Non-Qualified Stock Appreciation Rights Option Agreement dated as of March 3, 1997 Edge Petroleum Corporation 1997 Incentive Plan Designation of Beneficiary I, Michael G. Long (the "Grantee"), hereby declare that upon my death _____________________________________ (the "Beneficiary") of Name ______________________________________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Exhibit B to Non-Employee Director’s Stock Appreciation Rights Agreement dated as of Street Address City State Zip Code who is my _________________________________________________, 2005 1998 Incentive Plan of Lennox International Inc. Designation of Beneficiary I, (the “Grantee”), hereby declare that upon my death: (Name) (the “Beneficiary”) (Address), who is my (Relationship to Grantee), shall be entitled Relationship to Grantee to the Award Option and all other rights accorded the Grantee by the above-referenced agreement (the “"Agreement”"). It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary’s 's survival of the Grantee’s 's death. If any such condition is not satisfied, such rights shall devolve according to the Grantee’s 's will or the laws of descent and distribution. It is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked only in writing, signed by the Grantee, and filed with the Company prior to the Grantee’s 's death. /S/ Michael G. Long --------- ----------------------- Date DirectorMichael G. Long, Grantee