SUPPLEMENT
                    (Effective as of January 23, 1997)
                                  to the
                  INTER-CITY PRODUCTS SALARIED EMPLOYEES
                      SHARE OWNERSHIP SAVINGS PLAN


Prior to January 23, 1997, Participants in the Plan included salaried
employees working in the branch sales operations of Inter-City Products
Corporation (USA) (the "Company") at Atlanta, Georgia, Charlotte, North
Carolina, Savage, Maryland, and Pomona, California.  Effective as of
January 23, 1997 the Company sold such branch sales operations, in a sale
of assets transaction, to Watsco, Inc. (the "Buyer").  Legal counsel for
the Company has determined that under existing precedents, such sale,
which involved a termination of employment of the Participants affected
by the sale (the "Transferred Employees"), was, due to the relatively
small number of nonvested Participants affected by such sale, not a
"partial termination" of the Plan requiring acceleration of vesting of
their account balances to 100 percent.

The Company desires to permit the Transferred Employees who were not
vested at the time of the sale to continue to earn out their vesting in
their employer contribution accounts under the Plan, provided that they
allow such accounts to remain in the Plan until such accounts become
vested at the earlier to occur of five years of Continuous Service or two
Years of Participation, reflecting employment with the Buyer.

NOW, THEREFORE, the following additional provisions shall apply to the
Transferred Participants effective as of January 23, 1997:

(1)   CONTINUOUS SERVICE.  Notwithstanding the termination of employment
with the Company of the Transferred Participants effective as of January
23, 1997, such Participants' years of Continuous Service shall include,
in addition to service credited under section 3.5 of the Plan, their
employment with the Buyer after January 22, 1997.

(2)   YEARS OF PARTICIPATION.  Furthermore, such persons' Years of
Participation under the Plan shall include, in addition to years credited
under section 3.6 of the Plan, their years of employment with the Buyer
after January 22, 1997.


                              - 1 -


(3)   RETIREMENT WITH WATSCO, INC.  The Company shall arrange with the
Transferred Participants for such persons to notify the Company when they
terminate employment with the Buyer, so that they may be allowed to apply
for a distribution under the Plan.

(4)   IN-SERVICE WITHDRAWALS.  Notwithstanding the Transferred Employees'
termination of employment with the Company, while they remain in the
employment of the Buyer they may continue to apply for hardship
withdrawals, Rollover Account withdrawals, and age 59 1/2 withdrawals,
subject to the eligibility requirements and other conditions of sections
6.1-6.3 of the Plan.

(5)   DISTRIBUTIONS.  Distributions under the Plan shall be made to the
Transferred Participants in accordance with Article VII of the Plan only
upon their termination of employment with the Buyer.


                            **********


IN WITNESS WHEREOF, the Company has caused this supplement to the Plan to
be signed and its corporate seal to be hereunto affixed by its duly
authorized officers effective as of January 23, 1997, on this     day of
              1997.

                                    INTER-CITY PRODUCTS CORPORATION (USA)


                                    By:-----------------------------------
                                       Its             President
                                           -----------


ATTEST:



By
    ----------------------------

   Its        Secretary
       ------





(Corporate Seal)


                              - 2 -

                            AMENDMENT
         (Effective as of June 23, 1997 and August 1, 1997)
                             to the
               INTER-CITY PRODUCTS CORPORATION (USA)
          SALARIED EMPLOYEES SHARE OWNERSHIP SAVINGS PLAN

The Inter-City Products Corporation (USA) Salaried Employees Share
Ownership Savings Plan, as last amended and restated effective as of
January 1, 1997 (the "Plan"), is hereby further amended as follows,
effective as of the dates specified in parts A and B below:

A.     AMENDMENTS EFFECTIVE AS OF JUNE 23, 1997.

       1.   By substituting the following for section 2.1(g) of the Plan:

       "(g) "Company" means --

            (1)   on and after June 23, 1997, International Comfort
                  Products Corporation (USA), a subsidiary of
                  International Comfort Products Corporation, a Canadian
                  corporation, and any organization that is successor
                  thereto that adopts and continues the Plan;

            (2)   from the Effective Date through June 22, 1997, Inter-
                  City Products Corporation (USA), a subsidiary of Inter-
                  City Products Corporation, a corporation continued under
                  the Canada Business Corporations Act; and

            (3)   for periods prior to the Effective Date, primarily for
                  purposes of administering the participation and service
                  provisions in Article III of the Plan, certain
                  predecessor entities, namely Heil-Quaker Corporation,
                  Heil-Quaker Home Systems, Inc., Heil Co., Florence Stove
                  Company, and Whirlpool Corporation.

       2.   By substituting "International Comfort Products Corporation
            (USA)" for "Inter-City Products Corporation (USA)" on
            signature page 57 of the Plan.

       3.   By substituting "International Comfort Products Corporation
            (USA)" for "Inter-City Products Corporation" wherever the
            latter name appears in sections 2.1(c)(1), 2.1(u), 2.1(w)(1),
            4.4, 5.8 and 10.1 of the Plan.


                              - 1 -

       4.   By substituting the following for section 2.1(cc) of the Plan:

            "(cc)    "Plan" means, on and after June 23, 1997, the
                     "International Comfort Products Corporation (USA),
                     Salaried Employees Share Ownership Savings Plan" as
                     provided herein and as subsequently amended from time
                     to time.  (Plan #003)  From the Effective Date
                     through June 22, 1997, the Plan was referred to as
                     the "Inter-City Products Corporation (USA) Salaried
                     Employees Share Ownership Savings Plan."

B.     AMENDMENTS EFFECTIVE AS OF AUGUST 1, 1997.

       5.   By substituting the following for sections 4.1(a) and (b) of
            the Plan pertaining to Participant Pre-Tax Contributions.

            "(a)  INITIAL CONTRIBUTIONS.  Effective as of August 1, 1997,
                  a Participant, so long as he remains a Participant, may
                  elect (on a form furnished by the Administrator and in
                  accordance with the Administrator's rules) to reduce his
                  Compensation by payroll reduction equal to --
                  (1)  1-15 percent of his Compensation paid to him for
                       each pay period in the case of non-Highly
                       Compensated Employees; or
                  (2)  1, 2, 3, 4, 5, or 6 percent of his Compensation
                       paid to him each pay period, in the case of Highly
                       Compensated Employees.
                  Payroll reductions may begin as of any Enrollment Date
                  provided that payroll reduction and related forms are
                  received by a specified time prior to such Enrollment
                  Date.  The amount by which the Participant's
                  Compensation is reduced shall be contributed by the
                  Employer on his behalf to the Plan as his Pre-Tax
                  Contribution and shall be invested in accordance with
                  section 5.4.

            (b)   ADJUSTMENTS.  Adjustments in the amount of any
                  Participant's Pre-Tax Contributions among the
                  percentages specified in (a) above may be made by the
                  Participant as of the first day of any month by filing
                  with the Employer a written notice of such change (on
                  a form furnished by the Administrator and in accordance
                  with the Administrator's rules) by a specified time
                  prior to the first of

                              - 2 -

                  the month as of which he desires such adjustment to be
                  effective.  On change shall be permitted each month.

       6.   By substituting the following for section 4.2(a) and (b) of
            the Plan:

            "(a)  MONTHLY MATCHING CONTRIBUTIONS.  Effective as of July
                  1, 1995, each month the Employer shall contribute to the
                  Trust on behalf of Participants who made Pre-Tax
                  Contributions for the month an amount, which, when
                  increased by the total amount of any forfeitures
                  credited under section 7.3, shall be equal to 25 percent
                  of the Participants' Pre-Tax Contributions up to 6
                  percent of Compensation made during that month pursuant
                  to section 4.1

            (b)   DISCRETIONARY MATCHING CONTRIBUTIONS.  For the Plan Year
                  beginning on January 1, 1995 and for each Plan Year
                  thereafter, the Employer may, in its discretion,
                  contribute an additional annual Matching Contribution
                  to the Trust on behalf of Participants who made Pre-Tax
                  Contributions for the Plan Year and are eligible to
                  share in the annual Matching Contribution as provided
                  in section 4.2(e) below.  The annual Matching
                  Contribution shall be a percentage, not to exceed 75
                  percent, of such Participant's aggregate Pre-Tax
                  Contributions up to 6 percent of Compensation for that
                  Plan Year."

       7.   By substituting the following for section 4.2(e) of the Plan:

            "(e)  ALLOCATION.  Effective as of August 1, 1997, the
                  Employer's monthly Matching Contribution shall be
                  allocated and credited as of the last day of each month
                  to the Employer Contributions Accounts of all persons
                  who made Pre-Tax Contributions under section 4.1 during
                  such month and who are Salaried Employees at any time
                  during such month.  Such allocation and credit shall be
                  in the proportion that such Pre-Tax Contributions up to
                  6 percent of Compensation of each such Participant for
                  such month bear to such aggregate Pre-Tax Contributions
                  up to 6 percent of Compensation of all such Participants
                  for such month.  Employer discretionary Matching
                  Contributions shall be allocated in a similar manner as
                  of the end of each Plan Year, except that a Participant
                  shall be eligible to share in


                              - 3 -

                  such annual allocation only if he was an Employee on the
                  last day of such year or if his termination of
                  employment during such year was due to retirement,
                  Disability, or death as described in sections 7.1-7.3."


                            **********


IN WITNESS WHEREOF, the Company has caused this amendment to be signed and
its corporate seal to be hereunto affixed by its duly authorized officers
on this      day of             , 1997, but effective as of the dates
specified in Parts A and B above.


                                    INTERNATIONAL COMFORT PRODUCTS
                                    CORPORATION (USA)


                                    By:-----------------------------------
                                       Its
                                           -------------------------------



ATTEST:



By
    ----------------------------

   Its
       -------------------------


                              - 4 -