Amendment to the Watsco, Inc. Profit Sharing Retirement Plan



 EXHIBIT 10.15 
 AMENDMENT TO 
 THE WATSCO, INC. PROFIT SHARING RETIREMENT PLAN AND TRUST 
 Effective January 1, 2006, and except as otherwise specified herein, the Watsco, Inc. Profit Sharing Retirement Plan and Trust (hereinafter referred to as
the “Plan”) is hereby amended as provided herein. 
 WHEREAS, Watsco, Inc. (hereinafter referred to as the “Employer”) heretofore
adopted the restated Plan effective January 1, 2002; and 
 WHEREAS, the Plan consists of the T. Rowe Price Trust Company 401(k) Prototype
Retirement Plan and Trust Agreement (hereinafter referred to as the “Basic Plan Document”) and the T. Rowe Price Trust Company 401(k) Retirement Plan Adoption Agreement (hereinafter referred to as the “Adoption Agreement”); and

 WHEREAS, Section 14.1(b) of the Basic Plan Document provides that the Employer may change the choice of options in the Adoption Agreement at
any time; and 
 WHEREAS, the Employer desires to change the options in the Adoption Agreement as provided herein;

 NOW, THEREFORE, the Plan is hereby amended as follows: 
 First Change 
 Section 4.1 of the Adoption Agreement, Participation Requirements,
is hereby deleted in its entirety and shall hereafter read as follows: 
 Participation Requirements. All Employees shall be eligible to
participate in this Plan in accordance with the provisions of Article II of the Plan, except the following: 
  

			
	x	  	Employees who have not attained age 21;
	x	  	Employees who have not completed 3 months of service;
	x	  	Employees included in a unit of Employees covered by a collective bargaining agreement, if retirement benefits were the subject of good faith bargaining between the Employer and employee
representatives. Employee representatives do not include any organization more than half of whose members are Employees who are owners, officers or executives of the Employer;
	x	  	Employees who are nonresident aliens and who receive no earned income from the Employer which constitutes income from sources within the United States;
	x	  	Leased Employees

 Second Change 
 Section 4.2 of the Adoption Agreement, Entry Dates, shall be hereby deleted in its entirety and shall hereafter read as follows: 
 The Entry Dates shall be: 
  

	 	c)	x the first day of each Plan Year and the first day of each month thereafter. 

 Third Change 
 Section 5.2 of the
Adoption Agreement, Compensation for a Plan Year, is hereby deleted in its entirety and shall hereafter read as follows: 
 Compensation
for the Plan Year will mean: 
  

	 	a)	x Compensation paid to the Employee by the Employer during the entire Plan Year. 








 Fourth Change 
 Section 6.1 of the Adoption Agreement, Elective Deferrals, is hereby deleted in its entirety and shall hereafter read as follows: 
  

	 	b)	x A Participant may elect to defer an amount up to 100% of his or her Compensation paid during a pay period. 

 Fifth Change 
 Section 7.1(c) of the
Adoption Agreement, Eligibility for Matching Employer Contributions, is hereby deleted in its entirety and shall hereafter read as follows: 
 A
Participant shall be eligible to receive a Matching Contribution (whether mandatory or discretionary) for a Plan Year only if: 
  

	 	x	his employment with the Employer terminates during the Plan Year by reason of death, retirement on or after Early Retirement Age, if applicable, or Normal Retirement Age, or Total
and Permanent Disability; OR 


	 	x	he completes at least 12 months of service elapsed from the Employee’s date of hire; and 


	 	x	he completes at least 1,000 Hours of Service during the Plan Year; and 


	 	x	he is employed by the Employer on the last day of the Plan Year 

 In all other respects, the Plan is hereby ratified and affirmed. 
 IN WITNESS WHEREOF, and as evidence of its adoption of this amendment to
the Watsco, Inc. Profit Sharing Retirement Plan and Trust, the Employer has caused this document to be executed by its duly authorized officers. 
  

									
		 		 		 	Watsco, Inc.
					
	Witness:	 	  
	 		 	 By:
	 	 /s/ Ana M. Menendez

	Print Name:	 	  
	 		 	 Print Name:
	 	 Ana M. Menendez

		 		 		 	 Title:
	 	 Chief Financial Officer

		 		 		 	 Date:
	 	 January 1, 2006


 The Trustees of the Plan hereby acknowledge receipt of the foregoing amendment to the Watsco, Inc. Profit Sharing
Retirement Plan and Trust. 
  

									
		 		 		 	T. Rowe Price Trust Company
					
	Witness:	 	 /s/ Sharon M. Marshall
	 		 	By:	 	 /s/ David M. Abbey

	Print Name:	 	Sharon M. Marshall	 		 	Print Name:	 	 David M. Abbey

		 		 		 	Title:	 	 Vice President

		 		 		 	Date:	 	 February 24, 2006