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<SEC-DOCUMENT>0000950142-04-000518.txt : 20040218
<SEC-HEADER>0000950142-04-000518.hdr.sgml : 20040218
<ACCEPTANCE-DATETIME>20040218165608
ACCESSION NUMBER:		0000950142-04-000518
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		9
FILED AS OF DATE:		20040218
EFFECTIVENESS DATE:		20040218

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EMCOR GROUP INC
		CENTRAL INDEX KEY:			0000105634
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRICAL WORK [1731]
		IRS NUMBER:				112125338
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112940
		FILM NUMBER:		04613745

	BUSINESS ADDRESS:	
		STREET 1:		301 MERRITT SEVEN CORPORATE PK
		STREET 2:		6TH FLOOR
		CITY:			NORWALK
		STATE:			CT
		ZIP:			06851
		BUSINESS PHONE:		2038497873

	MAIL ADDRESS:	
		STREET 1:		301 MERRITT SEVEN CORPORATE PARK
		STREET 2:		6TH FLOOR
		CITY:			NORWALK
		STATE:			CT
		ZIP:			06851

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JWP INC/DE/
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JAMAICA WATER PROPERTIES INC
		DATE OF NAME CHANGE:	19860518

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WELSBACH CORP
		DATE OF NAME CHANGE:	19761119
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>forms-8_011304.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>

    As filed with the Securities and Exchange Commission on February 18, 2004

                                                      Registration No. 333-_____

================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                EMCOR Group, Inc.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                       11-2125338
(State or other jurisdiction of                          (IRS Employer
 incorporation or organization)                        Identification No.)


                        301 MERRITT SEVEN CORPORATE PARK
                             NORWALK, CT 06851-1060
                                 (203) 849-7800
                    (Address of Principal Executive Offices)


                  EMCOR GROUP, INC. EXECUTIVE STOCK BONUS PLAN


              STOCK OPTION AGREEMENTS DATED AS OF JANUARY 4, 1999,
       MAY 5, 1999, JANUARY 3, 2000, JANUARY 2, 2001, DECEMBER 14, 2001,
       JANUARY 2, 2002, JUNE 19, 2002, OCTOBER 25, 2002, JANUARY 2, 2003,
                     FEBRUARY 27, 2003 AND JANUARY 2, 2004

                 2003 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                      2003 MANAGEMENT STOCK INCENTIVE PLAN
                           (Full titles of the plans)

                                FRANK T. MACINNIS
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                                EMCOR GROUP, INC.
                        301 MERRITT SEVEN CORPORATE PARK
                             NORWALK, CT 06851-1060
                                 (203) 849-7800
  (Name, address, telephone number, including area code, of agent for service)

                                with a copy to:

                            SHELDON I. CAMMAKER, ESQ.
             EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                EMCOR GROUP, INC.
                        301 MERRITT SEVEN CORPORATE PARK
                             NORWALK, CT 06851-1060
                                 (203) 849-7800

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
    TITLE OF EACH CLASS OF          AMOUNT TO BE       PROPOSED MAXIMUM OFFERING          PROPOSED MAXIMUM             AMOUNT OF
 SECURITIES TO BE REGISTERED      REGISTERED(1)(2)        PRICE PER SHARE(1)         AGGREGATE OFFERING PRICE(1)   REGISTRATION FEE
- ------------------------------- ---------------------- ---------------------------- ----------------------------- ------------------
<S>                               <C>                     <C>                          <C>                         <C>
Common Stock, par value $0.01
per share..................       1,744,533 shares        $41.25                       $71,961,987                 $9,120
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)      Includes an aggregate of 1,074,533 shares issuable to directors and
         executive officers of EMCOR Group, Inc. pursuant to the exercise of
         stock options granted other than under equity based plans, 120,000
         shares issuable to directors pursuant to the exercise of stock options
         to be granted under the 2003 Non-Employee Directors' Stock Option Plan,
         330,000 shares issuable under the 2003 Management Stock Incentive Plan,
         and 220,000 shares issuable under the Executive Stock Bonus Plan, as
         amended. Pursuant to Rule 457(h) of the Securities Act, the offering
         price for such shares is estimated solely for the purpose of computing
         the registration fee and is based on the closing price of our common
         stock on February 17, 2004, $41.25, as reported on the New York Stock
         Exchange (a date within five business days of the filing of this
         Registration Statement).

(2)      Pursuant to Rule 416 under the Securities Act, this Registration
         Statement also covers an additional indeterminate number of shares that
         may become issuable pursuant to the anti-dilution provisions of the
         EMCOR Group, Inc. Executive Stock Bonus Plan, as amended, the 2003
         Non-Employee Directors' Stock Option Plan and the 2003 Management Stock
         Incentive Plan and/or the terms of the option agreements other than
         under equity based plans.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 are not required to be filed with the Securities and Exchange Commission
(the "SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to the Note to Part I of Form S-8 and Rule 424
under the Securities Act of 1933, as amended (the "Securities Act"). The
information regarding each Plan required in the Section 10(a) prospectus is
included in documents being maintained and delivered by EMCOR Group, Inc. as
required by Part I of Form S-8 and by Rule 428 under the Securities Act.


<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents which have been and will in the future be filed
by us with the SEC are incorporated in this Registration Statement by reference:

         1.       Our Annual Report on Form 10-K for the fiscal year ended
                  December 31, 2002, as amended by Form 10-K/As filed on March
                  6, 2003 and March 22, 2003, which contains our audited
                  financial statements for the fiscal year ended December 31,
                  2002.

         2.       All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act") since December 31, 2002.

         3.       The description of our common shares contained in our
                  Registration Statement on Form 10-12G/A under the Exchange
                  Act, as filed with the SEC on August 11, 1995 (File No.
                  0-2315), including any amendment or report filed for the
                  purpose of amending such description.

         In addition, all reports and documents subsequently filed by us under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities being offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in and to be part of this Registration Statement from
the filing date of each such document.

         Any statement contained in a document incorporated by reference or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Sheldon I. Cammaker, our Executive Vice President, General Counsel and
Secretary, has provided an opinion to us as to the validity of the shares of our
common stock being registered by this Registration Statement on Form S-8. Mr.
Cammaker (a) is entitled to shares of our common stock to be issued under our
EMCOR Group, Inc. Executive Stock Bonus Plan, as amended (b) has been granted
options to purchase shares of our common stock that may be issued pursuant to
option agreements, which shares are a portion of the shares being registered
pursuant to this registration statement, (c) has been granted options to
purchase shares of our common stock


                                       2
<PAGE>

under our 1994 Management Stock Option Plan, and (d) may be awarded shares,
other awards, or options to purchase shares under the 2003 Management Stock
Incentive Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Our Restated Certificate of Incorporation provides, as do the charters
of many other publicly held companies, that the personal liability of our
directors to us is eliminated to the maximum extent permitted by the Delaware
General Corporation Law. Our Restated Certificate of Incorporation and By-Laws
provide for the indemnification of our, and our subsidiaries', directors,
officers, employees, and agents to the fullest extent that may be permitted by
the Delaware General Corporation Law from time to time, and the By-Laws provide
for various procedures relating thereto. Certain provisions of our Restated
Certificate of Incorporation protect our directors against personal liability
for monetary damages resulting from breaches of their fiduciary duty as a
director, except as set forth below. Under the Delaware General Corporation Law,
absent these provisions, directors could be held liable for gross negligence in
the performance of their duty of care, but not for simple negligence. Our
Restated Certificate of Incorporation absolves directors of liability for
negligence in the performance of their duties, including gross negligence.
However, our directors remain liable for breaches of their duty of loyalty to us
and our stockholders, as well as for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit. Our
Restated Certificate of Incorporation also does not absolve directors of
liability under Section 174 of the Delaware General Corporation Law, which makes
directors personally liable for unlawful dividends or unlawful stock repurchases
or redemptions in certain circumstances and expressly sets forth a negligence
standards with respect to such liability.

         Under the Delaware General Corporation Law, directors, officers,
employees and other individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation (a "derivative action")) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to our best interest and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard of care is applicable in the case
of a derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such an action and the Delaware General Corporation Law requires
court approval before there can be any indemnification of expenses where the
person seeking indemnification has been found liable to us.

         Our Restated Certificate of Incorporation and By-laws provide, among
other things, that each person who was or is made a party to, or is threatened
to be made a party to, any pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of ours), by reason of the fact that he or she is or was a
director or officer of us (or was serving at our request as a director, officer,
employee, or agent for another entity, including an employee benefit plan), will
be indemnified and held harmless by us to the fullest extent authorized by the
Delaware General Corporation Law against all expense, liability, or loss
(including attorneys' fees, judgments, fines, and amounts to be paid in
settlement) reasonably incurred by such person in connection therewith. The
rights conferred thereby will be deemed to be contract rights and will include
the rights to be paid by us for the expenses incurred in defending the
proceedings specified above in advance of their final disposition.


                                       3
<PAGE>

         We are a party to an indemnification agreement with each of our
directors and executive officers. These indemnification agreements provide for,
among other things, the indemnification by us of our directors and officers to
the fullest extent permitted by law and the advancement of attorneys' fees and
expenses. The agreements also state that in the event of a potential change in
control, we shall establish trusts, which are irrevocable except upon the
indemnities' written consent, to fund our indemnification obligations
thereunder.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors and officers and persons controlling us
pursuant to the above provisions, we have been advised that, in the opinion of
the SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. We carry certain insurance
coverage, in respect of potential claims against our directors and officers and
in respect of losses of which we may be required or permitted by law to
indemnify such directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         A list of exhibits included as part of this registration statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement;

                           (i)      To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which is registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

                           (iii)    To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
SEC by the registrant pursuant to Section 13 or


                                       4
<PAGE>

section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement. (2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

                  (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.



                                       5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Norwalk, State of Connecticut on February 18,
2004.

                                        EMCOR GROUP, INC.


                                        By:  /s/ Frank T. MacInnis
                                             -----------------------------------
                                             Name:   Frank T. MacInnis
                                             Title:  Chairman of the Board
                                                     and Chief Executive Officer




                                       6
<PAGE>

                                POWER OF ATTORNEY


         The Registrant and each director and officer of the Registrant whose
signature appears below, constitutes and appoints Frank T. MacInnis, Sheldon I.
Cammaker and Leicle E. Chesser, or any of them, his or her true and lawful
attorneys-in-fact and agents, each of whom may act alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the SEC, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, and hereby
ratifies and confirms all his or her said attorneys-in-fact and agents or any of
them or his or her substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement, or amendment thereto, has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                             TITLE                                      DATE
- ---------                             -----                                      ----
<S>                                   <C>                                        <C>


/s/ Frank T. MacInnis
- ------------------------              Chairman of the Board and Chief            February 18, 2004
Frank T. MacInnis                     Executive Officer
                                      (Principal Executive Officer)


/s/ Leicle E. Chesser
- ------------------------              Executive Vice President and Chief         February 18, 2004
Leicle E. Chesser                     Financial Officer (Principal Financial
                                      Officer)


/s/ Mark A. Pompa
- ------------------------              Senior Vice President - Chief              February 18, 2004
Mark A. Pompa                         Accounting Officer and Treasurer
                                      (Principal Accounting Officer)



- ------------------------              Director
Stephen W. Bershad


/s/ David A.B. Brown
- ------------------------              Director                                   February 18, 2004
David A.B. Brown


/s/ Larry J. Bump
- ------------------------              Director                                   February 18, 2004
Larry J. Bump


/s/ Albert Fried, Jr.
- ------------------------              Director                                   February 18, 2004
Albert Fried, Jr.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
SIGNATURE                             TITLE                                      DATE
- ---------                             -----                                      ----
<S>                                   <C>                                        <C>


/s/ Richard F. Hamm, Jr.
- ------------------------              Director                                   February 18, 2004
Richard F. Hamm, Jr.


/s/ Michael T. Yonker
- ------------------------              Director                                   February 18, 2004
Michael T. Yonker
</TABLE>




                                       2
<PAGE>


                                  EXHIBIT INDEX
EXHIBITS
- --------

4.1         EMCOR Group, Inc. Executive Stock Bonus Plan, as amended.

4.2         2003 Non-Employee Directors' Stock Option Plan(a)

4.3         2003 Management Stock Incentive Plan(b)

4.4         Option Agreement by and between EMCOR Group, Inc. and Frank T.
            MacInnis, dated May 5, 1999

4.5         Form of EMCOR Executive Officer Option Agreement for options
            granted January 4, 1999, January 3, 2000 and January 2, 2001

4.6         Form of EMCOR Executive Officer Option Agreement dated December 14,
            2001

4.7         Form of EMCOR Executive Officer Option Agreement for options
            granted January 2, 2002, January 2, 2003, and January 2, 2004

4.8         Form of Director Option Agreement for options granted June 19, 2002,
            October 25, 2002 and February 27, 2003

5.1         Opinion of Sheldon I. Cammaker, Esq.

23.1        Consent of Ernst & Young LLP.

23.2        Consent of Sheldon I. Cammaker, Esq. (included in Exhibit 5.1).

24.1        Powers of Attorney (included on the signature page of this
            Registration Statement).


- --------------------

(a)  Incorporated by reference to Exhibit A to the Company's proxy statement for
     its annual meeting held June 12, 2003.

(b)  Incorporated by reference to Exhibit B to the Company's proxy statement for
     its annual meeting of stockholders held June 12, 2003.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex41forms-8_011304.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>

                                                                     EXHIBIT 4.1
                                                                     -----------



                                EMCOR GROUP, INC.
                           EXECUTIVE STOCK BONUS PLAN


SECTION 1.        PURPOSE.

                  The purpose of the Plan is to encourage stock ownership in the
Company by its senior management and to provide a vehicle through which (i) a
portion of each annual bonus payable to a Participant will be deferred and
ultimately may be paid in the form of Company Stock and (ii) an additional
portion of each annual bonus payable to a Participant may, at such Participant's
election, be deferred and ultimately may be paid in the form of Company Stock.

SECTION 2.        DEFINITIONS.

                  As used in the Plan, the following capitalized terms shall
have the following meanings:

                  "Bonus" means the annual bonus, if any, awarded to a
Participant by the Committee.

                  "Board" means the Board of Directors of the Company.

                  "Change of Control" means when:

                  (i)      any person or persons acting in concert (excluding
Company benefit plans) becomes the beneficial owner of securities of the Company
having at least 25% of the voting power of the Company's then outstanding
securities (unless the event causing the 25% threshold to be crossed is an
acquisition of voting common securities directly from the Company, other than
upon the conversion of convertible debt securities or other securities and/or
the exercise of options or warrants); or

                  (ii)     the stockholders of the Company shall approve any
merger or other business combination of the Company, sale or lease of the
Company's assets or combination of the foregoing transactions (a "Transaction")
other than a Transaction immediately following which the stockholders of the
Company and any trustee or fiduciary of any Company employee benefit plan
immediately prior to the Transaction own at least 65% of the voting power,
directly or indirectly, of (A) the surviving corporation in any such merger or
other business combination; (B) the purchaser or lessee of the Company's assets;
or (C) both the surviving corporation and the purchaser or lessee in the event
of any combination of Transactions; or

                  (iii)    within any 24 month period, the persons who were
directors immediately before the beginning of such period (the "Incumbent
Directors") shall cease (for any reason other than death) to constitute at least
a majority of the Board or the board of directors of a successor to the Company.
For this purpose, any director who was not a director at the beginning of such
period shall be deemed to be an Incumbent Director if

<PAGE>

                                                                               2


such director was elected to the Board by, or on the recommendation of or with
the approval of, at least two-thirds of the directors who then qualified as
Incumbent Directors (so long as such director was not nominated by a person who
has expressed an intent to effect a Change of Control or engage in a proxy or
other control contest).

                  "Committee" means the Compensation and Personnel Committee of
the Board.

                  "Company" means EMCOR Group, Inc., a Delaware corporation, or
any successor corporation.

                  "Company Stock" means common stock of the Company, par value
$.01 per share.

                  "Designated Beneficiary" means the beneficiary or
beneficiaries designated in accordance with Section 8.6 to receive the shares of
Company Stock, if any, payable to a Participant under the Plan upon the
Participant's death.

                  "Fair Market Value" means, as of a specified date, the closing
price at which a share of Company Stock is traded on the stock exchange, if any,
on which such shares are primarily traded or, if the shares are not then traded
on a stock exchange, the closing price of a share as reported on the NASDAQ
National Market System or, if the shares are not then traded on the NASDAQ
National Market System, the average of the closing bid and ask prices at which a
share is traded on the over-the-counter market, but if no shares were traded on
such date, then on the last previous date on which a share was so traded, or, if
none of the above are applicable, the value of a share as determined by an
unaffiliated investment banking firm selected by the Board of Directors.

                  "Financial Hardship" means severe financial hardship caused by
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant, as determined by the Committee in its
sole and absolute discretion.

                  "Participant" means each person designated to participate in
the Plan pursuant to Section 3.1.

                  "Plan" means the EMCOR Group, Inc. Executive Stock Bonus Plan.

                  "Plan Year" means the accounting fiscal year of the Company.

SECTION 3.        ELIGIBILITY AND PARTICIPATION.

                  3.1      DESIGNATION. The Committee shall, in its sole
discretion, designate by March 31 of each Plan Year which executive officers of
the Company will participate in the Plan for such Plan Year. Each Participant
will be notified of his selection as soon after such selection as is
practicable. Notwithstanding the foregoing, for the Plan Year 2000 the following
persons shall be Participants in the Plan: Frank T. Maclnnis,

<PAGE>

                                                                               3


Jeffrey M. Levy, Sheldon I. Cammaker, Leicle E. Chesser, R. Kevin Matz, and Mark
A. Pompa.

                  3.2      NO RIGHT TO PARTICIPATE. No person has or at any time
will have any right to be selected for current or future participation in the
Plan, nor may any person selected for Participation in the Plan decline to
participate therein.

SECTION 4.        ADMINISTRATION.

                  4.1      AUTHORITY OF THE COMMITTEE. The Committee has and
will have all the authority that may be necessary or helpful to enable it to
discharge its responsibilities with respect to the Plan. Without limiting the
generality of the foregoing, and in addition to any authority or responsibility
specifically granted to the Committee elsewhere in the Plan, the Committee has
the exclusive right to (a) interpret the Plan, (b) decide the amount of each
Participant's Bonus, subject to and in accordance with any employment agreement
or other agreement between the Company and the Participant, (c) construe any
ambiguous provision of the Plan, (d) supply any omission, (e) reconcile any
inconsistency, (f) issue administrative guidelines as an aid to administer the
Plan, (g) make regulations, if any, for carrying out the Plan and to make
changes in such regulations as they from time to time deem proper, and (h)
decide any and all questions arising in the administration, interpretation and
application of the Plan.

                  4.2      DISCRETIONARY AUTHORITY. The Committee shall have
full discretionary authority in all matters related to the discharge of its
responsibilities and the exercise of its authority under the Plan including,
without limitation, its construction of the terms of the Plan. It is the intent
of the Company in establishing the Plan that the decisions of the Committee and
its action with respect to the Plan will be final, binding and conclusive upon
all persons having or claiming to have any right or interest in or under the
Plan.

SECTION 5.        BONUSES.

                  5.1      ESTABLISHMENT OF AMOUNT AND COMMUNICATION TO
PARTICIPANTS. On or before March 31 of each year, commencing with the year 2001,
the Committee shall determine the Bonus, if any, payable to each Participant in
respect of the immediately preceding calendar year. Determination of such Bonus
shall be subject to and in accordance with any employment agreement or any other
agreement between the Company and the Participant.

                  5.2      MANDATORY DEFERRAL. 25% of each such Bonus shall be
immediately deferred into a Mandatory Stock Unit Account in accordance with the
provisions of Section 6.2(b), unless the Committee in its discretion determines,
on or before March 31 of each year (but no later than the day on which such
deferral occurs), commencing with the year 2001, that the percentage of each
such Bonus for the immediately preceding year to be deferred into a Mandatory
Stock Unit Account shall be a lower percentage but not less than 10%; provided
further that any such determination shall apply uniformly to all Participants
participating in the Plan.

<PAGE>

                                                                               4


                  5.3      VOLUNTARY DEFERRAL. That portion of a Participant's
Bonus (or any part thereof) that is not subject to a mandatory deferral referred
to in Section 5.2 may be deferred into a Voluntary Stock Unit Account in
accordance with the provisions of Sections 6.1 and 6.2(c).

                  5.4      CASH PAYMENT. The balance of the Participant's Bonus
as to which the above-mentioned mandatory deferral and the above-mentioned
voluntary deferral does not apply shall be payable in a lump sum cash payment by
March 31 of each year.

                  5.5      MODIFICATION OF VOLUNTARY DEFERRAL. Notwithstanding
any other provision of the Plan, at any time prior to the last day of any
calendar year the Committee may, in its sole discretion, determine to decline to
implement voluntary deferrals made under the Plan with respect to Bonuses
payable in respect of such year; provided that any such determination shall
apply uniformly to all Participants participating in the Plan.

SECTION 6.        DEFERRED BONUSES.

                  6.1      VOLUNTARY DEFERRAL BONUS. A Participant may elect
("Deferred Bonus Election") to defer the payment of all or part of his Bonus
that is not mandatorily deferred into a Voluntary Stock Unit Account (as
described in Section 6.2(c) below) by submitting an election form ("Deferred
Bonus Election Form") to the Company by June 30 of the Plan Year in respect of
which a Bonus may be payable, except with respect to the Bonus for 2000, in
which case such Deferred Bonus Election Form shall be submitted to the Company
by October 31, 2000. The Deferred Bonus Election Form shall indicate: (i) the
Elected Date (as that term is defined in Section 6.3(b)), and (ii) the
percentage of the Bonus, if any, to be voluntarily deferred that will not be
mandatorily deferred.

                  All deferral elections shall be irrevocable once made. A
Participant may designate, in a Deferred Bonus Election Form, one or more
Designated Beneficiaries to receive any distributions under the Plan upon the
death of the Participant in accordance with Section 8.6.

                  6.2      COMMON STOCK, STOCK UNIT ACCOUNTS AND DIVIDEND
EQUIVALENTS.

                           (a)      COMPANY STOCK. Subject to the following
sentence, the aggregate number of shares of Company Stock reserved for issuance
under the Plan shall be 220,000 shares presently held in the treasury of the
Company. In the event of any merger, reorganization, recapitalization,
consolidation, sale or other distribution of all or substantially all of the
assets of the Company, any stock dividend, split, spin-off, split-up, split-off,
distribution of securities or other property by the Company, or other change in
the Company's corporate structure affecting the shares of Company Stock, the
number of shares reserved under the Plan and the number of Stock Units then
credited to Mandatory and Voluntary Stock Unit Accounts pursuant to Section 6.3
shall be appropriately adjusted as determined by the Committee in its sole
discretion in a manner intended to prevent dilution or enlargement of the
intended benefits to Participants under the Plan.

<PAGE>

                                                                               5


                           (b)      MANDATORY STOCK UNIT ACCOUNTS. Each portion
of a Bonus required to be deferred pursuant to the Plan ("Mandatory Deferred
Amount") shall be credited to a separate account ("Mandatory Stock Unit
Account") in units, with each unit representing one share of Company Stock
("Stock Units") and the number of Stock Units calculated in accordance with
Section 6.2(d). A separate Mandatory Stock Unit Account shall be established for
the portion of each year's Bonus required to be deferred pursuant to the Plan.

                           (c)      VOLUNTARY STOCK UNIT ACCOUNTS. Each portion
of a Bonus deferred by a Participant pursuant to a properly completed Deferred
Bonus Election Form under Section 6.1 (the "Voluntary Deferred Amount") shall be
credited to a separate account ("Voluntary Stock Unit Account") in Stock Units
with the number of Stock Units calculated in accordance with Section 6.2(d). A
separate Voluntary Stock Unit Account shall be established for the portion of
each year's Bonus elected to be deferred pursuant to the Plan. (Mandatory Stock
Unit Accounts and Voluntary Stock Unit Accounts are referred to herein
collectively as "Stock Unit Accounts".)

                           (d)      CALCULATION OF STOCK UNITS. The number of
Stock Units credited to each Stock Unit Account shall be an amount equal to the
Mandatory Deferred Amount and Voluntary Deferred Amount, respectively, divided
by .85% of the Fair Market Value of a share of Company Stock on the day on which
the Bonus to which such Mandatory Deferral Amount and/ or Voluntary Deferral
Amount relates is determined.

                           (e)      DIVIDEND EQUIVALENTS. If Stock Units exist
in a Participant's Mandatory Stock Unit Account or Voluntary Stock Unit Account
on a dividend record date for the Company Stock, each Stock Unit Account shall
be credited, on the dividend payment date, with an additional number of Stock
Units equal to (i) the cash value of the dividend paid on one share of Company
Stock multiplied by the number of Stock Units in the Stock Unit Account on the
dividend record date and (ii) divided by 85% of the Fair Market Value of a share
of Company Stock on the trading day immediately preceding the dividend payment
date.

                           (f)      VESTING. All Mandatory and Voluntary
Deferred Amounts allocated to Stock Unit Accounts shall be fully vested at all
times and shall be credited to the appropriate Stock Unit Account as of the date
a Participant's Bonus is determined.

                  6.3      DISTRIBUTIONS.

                           (a)      DISTRIBUTION DATE OF MANDATORY DEFERRED
PAYMENT. Subject to the provisions of Section 6.3(d), amounts credited to a
Participant's Mandatory Stock Unit Account in respect of a Bonus shall be paid
in shares of Company Stock equal to the number of Stock Units credited thereto
on the earlier of (i) the first business day immediately following the day (the
"Release Date") upon which the Company releases to the public generally its
results in respect of the fourth quarter of the third calendar year following
the year in respect of which such Bonus was payable, (ii) the Participant's
termination of employment for any reason or (iii) immediately prior to a Change
of Control ("Mandatory Distribution Date").

<PAGE>

                                                                               6


                           (b)      DISTRIBUTION DATE OF VOLUNTARY DEFERRED
PAYMENT. Subject to the provisions of Section 6.3(d), amounts credited to a
Participant's Voluntary Stock Unit Account in respect of a Bonus shall be paid
in shares of Company Stock equal to the number of Stock Units credited thereto
on the earlier of (i) the Elected Date, (ii) the Participant's termination of
employment for any reason or (iii) immediately prior to a Change of Control
("Voluntary Distribution Date"). Each Participant shall designate on a Deferred
Bonus Election Form a date (the "Elected Date") on which he or she elects to
have the amounts credited to the Participant's Voluntary Stock Unit Account
paid; provided that such date is (A) no earlier than the Mandatory Distribution
Date with respect to such Bonus and no later than the first business day
immediately following the Release Date in respect of the fourth quarter of the
tenth calendar year following the year in respect of which such Bonus was
payable, (B) is at least one business day after the release by the Company to
the public generally of its results for the immediately preceding quarter and
(C) is not within 16 days of the end of the calendar quarter in which such date
falls. Notwithstanding the foregoing, but subject to proviso of the immediately
preceding sentence, the Participant may, at least six months prior to the
Elected Date and in the calendar year preceding the Elected Date, on one or more
occasions, defer such Elected Date by filing with the Secretary of the Company a
written extension of the Elected Date and the latest such extended date shall be
deemed thereafter to be the "Elected Date" with respect to such Voluntary Stock
Unit Account; provided such extended date (A) is at least one business day after
the release by the Company to the public generally of its results for the
immediately preceding quarter and (B) is not within 16 days of the end of the
calendar quarter in which such date falls.

                           (c)      EARLY DISTRIBUTION. Notwithstanding anything
contained herein to the contrary, the Committee may permit distribution of all
or a part of a Participant's Mandatory Stock Unit Account and/or Voluntary Stock
Unit Account earlier than otherwise provided herein if it determines, in its
sole discretion, following written request therefor by the Participant, that the
Participant (or his estate or beneficiary) is experiencing a Financial Hardship;
provided that such distribution may not be in an amount greater than that
determined by the Committee as necessary to alleviate the Financial Hardship.

                           (d)      CASH IN LIEU OF STOCK. If any fractional
shares or securities would be issuable to a Participant in respect of Stock
Units, in lieu thereof such fractional shares or securities shall be payable in
cash based upon the Fair Market Value of such shares or securities on the
Mandatory Distribution Date or Voluntary Distribution Date, as the case may be,
or in the case of a distribution pursuant to Section 6.3(c), on the date of
determination as provided for therein.

                           (e)      DISTRIBUTION FOR TAXES. Notwithstanding
anything contained herein to the contrary, the Committee shall immediately
distribute any portion of a Participant's Mandatory Stock Unit Account and/or
Voluntary Stock Unit Account which has been determined by the Internal Revenue
Service or a taxing authority of another jurisdiction, in a manner which cannot
be appealed or as to which the time to appeal has expired, to be currently
taxable to the Participant or to have been taxable to the Participant in a prior
taxable year.

<PAGE>

                                                                               7


SECTION 7.        TERMINATION OR AMENDMENT OF THE PLAN.

                  The Board may amend, modify, suspend or terminate the Plan at
any time, except that without stockholder approval the Board may not increase
the maximum number of shares which may be issued under the Plan (other than
increases pursuant to the second sentence of Section 6.2(a)) or extend the term
of the Plan. The termination or any modification, suspension, or amendment of
the Plan shall not, without the consent of a Participant, adversely affect the
Participant's rights with respect to Bonuses, Stock Units and/or Company Stock
previously awarded to him or her or credited to his or her Stock Unit Accounts
or result in a distribution of amounts credited to his or her Stock Unit
Accounts earlier than otherwise provided herein.

SECTION 8.        MISCELLANEOUS.

                  8.1      REORGANIZATION OR DISCONTINUANCE. The obligations of
the Company under the Plan shall be binding upon any successor corporation or
organization resulting from merger, consolidation or other reorganization of the
Company, or upon any successor corporation or organization succeeding to
substantially all of the assets and business of the Company. The Company will
make appropriate provision for the preservation of Participants' rights under
the Plan in any agreement or plan which it may enter into or adopt to effect any
such merger, consolidation, reorganization or transfer of assets.

                  8.2      NON-ALIENATION OF BENEFITS. A Participant may not
assign, sell, encumber, transfer or otherwise dispose of any rights or interests
under the Plan except by will or by the laws of descent and distribution. Any
attempted disposition in contravention of the preceding sentence shall be null
and void.

                  8.3      NO CLAIM OR RIGHT TO PLAN PARTICIPATION. Except as
otherwise specifically provided in the Plan, no employee or other person shall
have any claim or right to be selected as a Participant under the Plan. Neither
the Plan nor any action taken pursuant to the Plan shall be construed as giving
any employee any right to be retained in the employ of the Company or any
subsidiary.

                  8.4      RESTRICTIONS ON STOCK TRANSFERABILITY. The Committee
shall impose such restrictions on disposition of shares of Company Stock
acquired under the Plan as it may deem advisable to comply with applicable
Federal securities laws, the requirements of any stock exchange upon which the
Company Stock is then listed or the National Association of Securities Dealers
if the Company Stock is not then listed and is traded on the NASDAQ National
Market System or on the over-the-counter market, and blue sky or state
securities laws applicable to such shares.

                  8.5      TAXES. The Company shall have the power to withhold,
or require a Participant to remit to the Company, an amount sufficient to
satisfy Federal, state and local withholding tax requirements on any
distribution of shares of Company Stock or cash pursuant to this Plan. To the
extent permissible under applicable tax, securities, and other laws, the Company
shall, at the Participant's election, permit the Participant to

<PAGE>

                                                                               8


satisfy a tax withholding requirement by directing the Company to apply shares
of Company Stock to which the Participant is entitled under the Plan to satisfy
such requirement, which shares shall be valued at their Fair Market Value as of
the Mandatory or Voluntary Distribution Date, as the case may be, or in the case
of amounts distributed pursuant to Section 6.3(c), valued as of the date of
determination provided for therein.

                  8.6      DESIGNATION AND CHANGE OF BENEFICIARY. Each
Participant may indicate at any time after being notified that he or she is a
Participant the designation of one or more persons as his or her Designated
Beneficiary who shall be entitled to receive the amount, if any, payable under
the Plan upon the death of the Participant. Such designation shall be in writing
to the Committee, or an officer of the Company designated by the Committee. A
Participant may, from time to time, revoke or change his or her Designated
Beneficiary without the consent of any prior Designated Beneficiary by filing a
written designation with the Committee or such designated officer. The last such
designation received by the Committee or such officer shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall
be effective unless received by the Committee prior to the Participant's death,
and in no event shall it be effective as of a date prior to such receipt. In the
absence of any designation of a Designated Beneficiary, the benefits hereunder
unpaid at the Participant's death shall be paid to his estate.

                  8.7      PAYMENTS TO PERSONS OTHER THAN THE PARTICIPANT. If
the Committee shall find that any person to whom any amount is payable under the
Plan is unable to care for his or her affairs because of illness or accident,
then any payment due to such person or his or her estate (unless a prior claim
therefor has been made by a duly appointed legal representative) may, if the
Committee so directs, be paid to his or her spouse, a child, a relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Committee, in its sole discretion, to be a proper recipient on
behalf of such person otherwise entitled to payment. Any such payment shall be a
complete discharge of the liability of the Company therefor.

                  8.8      NO LIABILITY OF COMMITTEE MEMBERS. No member of the
Committee shall be personally liable by reason of any act taken hereunder or any
failure to act hereunder or on his or her behalf in his or her capacity as a
member of the Committee, and the Company shall indemnify and hold harmless each
member of the Committee and any employee, officer, or director of the Company to
whom any duty or power relating to the administration or interpretation of the
Plan may be delegated, against any cost or expense (including legal fees,
disbursements and other related charges) or liability (including any sum paid in
settlement of a claim with the approval of the Board of Directors) arising out
of any act or omission to act in connection with the Plan, unless arising out of
such person's own fraud or willful misconduct.

                  8.9      UNFUNDED PLAN. Participants shall have no right,
title, or interest whatsoever in or to any investments which the Company may
make to aid it in meeting its obligations under the Plan. Nothing contained in
the Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Company and any Participant, beneficiary, legal

<PAGE>

                                                                               9


representative or any other person. To the extent that any person acquires a
right to receive payments from the Company under the Plan, such right shall be
no greater than the right of an unsecured general creditor of the Company. All
payments to be made hereunder shall be paid from the general funds of the
Company and no special or separate fund shall be established and no segregation
of assets shall be made to assure payment of such amounts except as expressly
set forth in the Plan.

                  The Plan is not intended to be subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

                  8.10     RIGHTS AS A STOCKHOLDER. No Participant shall have
any rights as a stockholder of the Company with respect to any Stock Units
credited to his Stock Unit Accounts.

                  8.11     GOVERNING LAW. This Plan shall be governed by and
construed in accordance with laws of the State of Delaware applicable to
agreements made and to be performed entirely within such state (without regard
to any conflict of law provisions that might indicate the applicability of any
other laws).

                  8.12     EFFECTIVE DATE. This Plan shall become effective as
of October 24, 2000.

                  8.13     DURATION. Subject to the provisions of Section 7, the
Plan shall remain in effect until the earlier of (a) all shares of Company Stock
subject to it shall have been allocated to Stock Unit Accounts in the form of
Stock Units and paid out to Participants, (b) the Board terminates the Plan, or
(c) 10 years from the effective date of the Plan.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex44forms-8_011304.txt
<DESCRIPTION>EXHIBIT 4.4
<TEXT>

                                                                     EXHIBIT 4.4
                                                                     -----------



                             STOCK OPTION AGREEMENT


         THIS AGREEMENT, dated as of the 5th day of May, 1999 by and between
EMCOR GROUP, INC., a Delaware corporation (the "Corporation"), and Frank T.
MacInnis ("Grantee")

                              W I T N E S S E T H:

         WHEREAS, the Corporation wishes to grant to Grantee, on the date set
forth above, a non-qualified stock option to purchase shares of Common Stock of
the Corporation, $.01 par value, upon the terms and conditions hereinafter
stated.

         NOW, THEREFORE, in consideration of the premises and of the
undertakings hereinafter contained, the Corporation and Grantee agree as
follows:

         1.       Subject to the terms and conditions of this Agreement, the
Corporation hereby grants to Grantee a non-qualified stock option (the "Option")
to purchase all or any portion of 200,000 shares of Common Stock of the
Corporation, $.01 par value (the "Shares"), at a price per share of $19.75.
Unless sooner terminated in accordance with the terms of this Agreement and
prior to the expiration date of the Option, all or any portion of the Shares
subject to the Option may be purchased on or after November 21, 2006; provided
that 50,000 Shares may be purchased on or after the Fair Market Value of a Share
first equals or exceeds $25, an additional 50,000 Shares may be purchased on or
after the Fair Market Value of a share first equals or exceeds $30, an
additional 50,000 Shares may be purchased on or after the Fair Market Value of a
Share first equals or exceeds $35, and an additional 50,000 Shares may be
purchased on or after the Fair Market Value of a Share first equals or exceeds
$40. Unless sooner exercised in full the Option shall expire on November 20,
2007.


<PAGE>

         2.  (a)  Notwithstanding the foregoing:

         (A)      all or any part of the Shares subject to the Option may be
purchased at any time or from time to time on or prior to November 20, 2007 in
the event Grantee's employment with the Corporation is terminated by the
Corporation other than for Cause (as that term is defined in the Amended and
Restated Employment Agreement between the Grantee and the Corporation made as of
May 4, 1999 (the "Employment Agreement")) or by the Grantee for Good Reason (as
that term is defined in the Employment Agreement); and

         (B)      all or any part of the Option may be exercised in the
following circumstances (a) subject to the provisions of Section 4 hereof,
immediately upon (but prior to the expiration of the term of the Option) the
Grantee's retirement from the Corporation and all Subsidiaries on or after his
65th birthday, (b) subject to the provisions of Section 4 hereof, upon the
disability (to the extent and in a manner as shall be determined by the
Compensation Committee (the "Committee") of the Board of Directors of the
Corporation in its sole discretion) or death of the Grantee, or (c) upon the
occurrence of such special circumstance or event as in the opinion of the
Committee merits special consideration.

         (b)      The Option shall be exercised by the delivery of written
notice duly signed by the Grantee to such effect ("Exercise Notice"), together
with the full purchase price of the Shares purchased pursuant to the exercise of
the Option, to the Chairman of the Board or an officer of the Corporation
appointed by the Chairman of the Board for the purpose of receiving the same.
Payment of the full purchase price shall be made as follows: in cash or by check
payable to the order of the Corporation; by delivery to the Corporation of
Shares which shall be valued at their Fair Market Value on the date of exercise
of the Option (provided, that the Grantee may not use any Shares acquired
pursuant to a stock option plan maintained by the Corporation unless the Grantee
has beneficially owned such Shares for at least six months); by providing with
the Exercise


                                       2
<PAGE>

Notice an order to a designated broker to sell part or all of the Shares and to
deliver sufficient proceeds to the Corporation, in cash or by check payable to
the order of the Corporation, to pay the full purchase price of the Shares and
all applicable withholding taxes; or by such other methods as the Committee may
permit from time to time.

         (c)      Within a reasonable time after the exercise of the Option, the
Corporation shall cause to be delivered to the person entitled thereto a
certificate for the Shares purchased pursuant to the exercise of the Option.

         (d)      Notwithstanding any other provision of the Option, the Option
may not be exercised at any time when the Option or the granting or exercise
thereof violates any law or governmental order or regulation.

         (e)      For purposes hereof the term Fair Market Value on a specified
date shall mean the closing price at which a Share is traded on the stock
exchange, if any, on which Shares are primarily traded or, if the Shares are not
then traded on a stock exchange, the closing price of a Share as reported on the
NASDAQ National Market System or, if the Shares are not then traded on the
NASDAQ National Market System, the average of the closing bid and asked prices
at which a Share is traded on the over-the-counter market, but if no Shares were
traded on such date, then on the last previous date on which a Share was so
traded, or, if none of the above are applicable, the value of a Share as
established by the Committee for such date using any reasonable method of
valuation.

         (f)      For purposes hereof the term Subsidiary means any corporation
50% or more of whose stock having general voting power is owned by the
Corporation or another Subsidiary as herein defined of the Corporation.

         3.       The Option and all other rights hereunder are not transferable
or assignable by the Grantee except to the extent that the estate of the
Grantee, if


                                       3
<PAGE>

deceased, may be permitted, as herein provided, to exercise it. The Option may
be exercised during the Grantee's lifetime only by him.

         4.       Except as otherwise provided in Section 2(a) (A) hereof, all
or any part of the Option, to the extent unexercised, shall terminate
immediately, upon the cessation or termination for any reason of the Grantee's
employment by the Corporation or any Subsidiary, except that the Grantee shall
have until the end of the three-month period following the cessation of his
employment with the Corporation or its Subsidiaries to exercise any unexercised
part of the Option that he could have exercised on the day on which such
employment terminated; provided, that such exercise must be accomplished prior
to the expiration of the term of such Option. Notwithstanding the foregoing, if
the cessation of employment is due to retirement on or after attaining the age
of sixty-five (65) years, or to disability (to an extent and in a manner as
shall be determined in each case by the Committee in its sole discretion) or to
death, the Grantee or the representative of the estate of the Grantee, if
deceased, may exercise the portion of the Option which is unexercised at the
time of such retirement, or of such disability or death; provided, however, that
such exercise must be accomplished prior to the expiration of the term of the
Option and (a) within three months of the Grantee's retirement or disability or
(b) within six months of the Grantee's death, as the case may be.

         5.       (a) If prior to the complete exercise of the Option there
shall be declared and paid a stock dividend upon the Shares or if the Shares
shall be split up, converted, exchanged, reclassified, or in any way substituted
for, then the Option, to the extent that it has not been exercised, shall
entitle the Grantee upon the future exercise of the Option to such number and
kind of securities or cash or other property subject to the terms of the Option
to which he would have been entitled had he actually owned the Shares subject to
the unexercised portion of the Option at the time of the occurrence of such
stock dividend, split-up, conversion, exchange, reclassification or
substitution, and the


                                       4
<PAGE>

aggregate purchase price upon the future exercise of the Option shall be the
same as if the originally optioned Shares were being purchased hereunder.

         (b)      Any fractional shares or securities issuable upon the exercise
of the Option as a result of such adjustment shall be payable in cash based upon
the Fair Market Value of such shares or securities at the time of such exercise.
If any such event should occur, the number of Shares with respect to which the
Option remains to be issued shall be adjusted in a similar manner.

         (c)      Notwithstanding the foregoing, upon the dissolution or
liquidation of the Corporation, or the occurrence of a merger or consolidation
in which the Corporation is not the surviving corporation, or in which the
Corporation becomes a subsidiary of another corporation or in which the voting
securities of the Corporation outstanding immediately prior thereto do not
continue to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of the combined
voting securities of the Corporation or such surviving entity immediately after
such merger or consolidation, or upon the sale of all or substantially all of
the assets of the Corporation, the Option shall terminate unless provision is
made by the Corporation in connection with such transaction for the assumption
of the Option, or the substitution for the Option of new options of the
successor corporation or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and the per share exercise
prices. In the event the Option terminates as aforesaid in connection with such
a dissolution, liquidation, merger, consolidation or sale, the holder of the
Option shall be entitled to receive from the Corporation cash in an amount equal
to the excess of (i) the Fair Market Value (determined on the basis of the
amount received by shareholders in connection with such transaction) of the
Shares subject to the portion of the Option not theretofore exercised (whether
or not the Option is then exercisable pursuant to its terms or otherwise), over
(ii) the aggregate purchase price which would


                                       5
<PAGE>

be payable for the Shares upon the exercise of the Option. In the event of any
other change in the corporate structure or outstanding Shares, the Committee may
make such equitable adjustments to the number of Shares and the class of shares
available under the Option as it shall deem appropriate to prevent dilution or
enlargement of rights.

         6.       The Corporation may postpone the issuance and delivery of
Shares pursuant to the grant or exercise of the Option until (a) the admission
of such Shares to listing on any stock exchange on which Shares of the
Corporation of the same class are then listed, and (b) the completion of such
registration or other qualification of such Shares under any State or Federal
law, rule or regulation as the Corporation shall determine to be necessary or
advisable. The Grantee shall make such representations and furnish such
information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation, in the light of the then existence or
non-existence with respect to such Shares of an effective Registration Statement
under the Securities Act of 1933, as from time to time amended (the "Securities
Act"), to issue the Shares in compliance with the provisions of the Securities
Act or any comparable act. The Corporation shall have the right, in its sole
discretion, to legend any Shares which may be issued pursuant to the grant or
exercise of the Option, or may issue stop transfer orders in respect thereof.

         7. If the Corporation or a Subsidiary shall be required to withhold any
amounts by reason of any Federal, State or local tax rules or regulations in
respect of the issuance of Shares pursuant to the exercise of the Option, the
Corporation or the Subsidiary shall be entitled to deduct and withhold such
amounts from any cash payments to be made to the Grantee. In any event, the
Grantee shall make available to the Corporation or Subsidiary, promptly when
requested by the Corporation or such Subsidiary, sufficient funds to meet the
requirements of such withholding; and the Corporation or Subsidiary shall be
entitled to take and authorize such steps as it may


                                       6
<PAGE>

deem advisable in order to have such funds made available to the Corporation or
Subsidiary out of any funds or property due or to become due to the holder of
such Option.

         8.       Nothing contained herein shall be construed to confer on the
Grantee any right to be continued in the employ of the Corporation or any
Subsidiary or derogate from any right of the Corporation or any Subsidiary to
retire, request the resignation of or discharge the Grantee (without or with
pay) at any time, with or without cause.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                          EMCOR GROUP, INC.



                                          By: /s/ Frank T. MacInnis
                                              ----------------------------------
                                              Frank T. MacInnis, Grantee



                                       7


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>ex45forms-8_011304.txt
<DESCRIPTION>EXHIBIT 4.5
<TEXT>

                                                                     EXHIBIT 4.5
                                                                     -----------



                             STOCK OPTION AGREEMENT


         THIS AGREEMENT, dated as of the ___ day of ________, ____ by and
between EMCOR GROUP, INC., a Delaware corporation (the "Corporation"), and
__________ ("Grantee")

                              W I T N E S S E T H:

         WHEREAS, the Corporation wishes to grant to Grantee, on the date set
forth above, a non-qualified stock option to purchase shares of Common Stock of
the Corporation, $.01 par value, upon the terms and conditions hereinafter
stated.

         NOW, THEREFORE, in consideration of the premises and of the
undertakings hereinafter contained, the Corporation and Grantee agree as
follows:

         1.       Subject to the terms and conditions of this Agreement, the
Corporation hereby grants to Grantee a non-qualified stock option (the "Option")
to purchase all or any part of __________ shares of Common Stock of the
Corporation, $.01 par value (the "Shares"), at a price per share of $______*.
Unless sooner terminated in accordance with the terms of this Agreement and
prior to the expiration date of the Option, all or any part of the Shares
subject to the Option may be purchased on or after the first anniversary of the
date hereof at any time or from time to time; provided, however, that if
Grantee's employment with the Corporation shall be terminated at any time (a) by
the Corporation other than for Cause (as that term is defined in the Amended and
Restated Employment Agreement (the "Employment Agreement") between the Grantee
and the Corporation dated as of May 4, 1999) or by the Grantee for Good Reason
(as that term is defined in the Employment Agreement), the Option shall become
immediately

- --------------------
* Figure to be inserted is fair market value on date of grant.

<PAGE>

                                                                               2


exercisable in full and remain exercisable, at any time or from time to time,
until January __, ____**. Unless sooner exercised in full or sooner terminated
as expressly provided herein, the Option shall expire ten years from the date
hereof.

         2.   (a) Notwithstanding the foregoing, all or any part of the Option
may be exercised in the following circumstances: (a) subject to the provisions
of Section 4 hereof, immediately upon (but prior to the expiration of the term
of the Option) the Grantee's retirement from the Corporation and all
Subsidiaries on or after his 65th birthday, (b) subject to the provisions of
Section 4 hereof, upon the disability (to the extent and in a manner as shall be
determined by the Compensation Committee (the "Committee") of the Board of
Directors of the Corporation in its sole discretion) or death of the Grantee, or
(c) upon the occurrence of such special circumstance or event as in the opinion
of the Committee merits special consideration.

         (b)      The Option shall be exercised by the delivery of written
notice duly signed by the Grantee to such effect ("Exercise Notice"), together
with the full purchase price of the Shares purchased pursuant to the exercise of
the Option, to the Chairman of the Board or an officer of the Corporation
appointed by the Chairman of the Board for the purpose of receiving the same.
Payment of the full purchase price shall be made as follows: in cash or by check
payable to the order of the Corporation; by delivery to the Corporation of
Shares which shall be valued at their Fair Market Value on the date of exercise
of the Option; by providing with the Exercise Notice an order to a designated
broker to sell part or all of the Shares and to deliver sufficient proceeds to
the Corporation, in cash or by check payable to the order of the Corporation, to
pay the full

- --------------------
** Date to be inserted is 10th anniversary of the grant date.

<PAGE>

                                                                               3


purchase price of the Shares and all applicable withholding taxes; or by such
other methods as the Committee may permit from time to time.

         (c)      Within a reasonable time after the exercise of the Option, the
Corporation shall cause to be delivered to the person entitled thereto a
certificate for the Shares purchased pursuant to the exercise of the Option.

         (d)      Notwithstanding any other provision of the Option, the Option
may not be exercised at any time when the Option or the granting or exercise
thereof violates any law or governmental order or regulation.

         (e)      For purposes hereof the term Subsidiary means any corporation
50% or more of whose stock having general voting power is owned by the
Corporation or by another Subsidiary, as herein defined, of the Corporation.

         3.       The Option and all other rights hereunder are not transferable
or assignable by the Grantee except to the extent that the estate of the
Grantee, if deceased, may be permitted, as herein provided, to exercise it. The
Option may be exercised during the Grantee's lifetime only by him.

         4.       All or any part of the Option, to the extent unexercised,
shall terminate immediately, upon the termination for Cause by the Corporation
of the Grantee's employment by the Corporation or upon the termination without
Good Reason by the Grantee of the Grantee's employment by the Corporation except
that in either such case the Grantee shall have until the end of the three-month
period following the cessation of his employment with the Corporation to
exercise any unexercised part of the Option that he could have exercised on the
day on which such employment terminated; provided, that such exercise must be
accomplished prior to the expiration of the term of such Option. Notwithstanding
the foregoing, if the cessation of employment is due to Grantees retirement on
or after he attains age 65 ("Retirement") or disability (to the extent and in a
manner as shall be determined in each case by the Committee in its sole

<PAGE>

                                                                               4


discretion) or death, the Grantee (or the representative of the estate of the
Grantee, if deceased), may exercise the portion of the Option which is
unexercised at the time of such Retirement, disability or death; provided,
however, that such exercise must be accomplished prior to the expiration of the
term of the Option and (a) unless the Committee determines a longer period,
within three months of the Grantee's Retirement or disability or (b) unless the
Committee determines a longer period, within six months of the Grantee's death.

         5. (a)   If prior to the complete exercise of the Option there shall be
declared and paid a stock dividend upon the Shares or if the Shares shall be
split up, converted, exchanged, reclassified, or in any way substituted for,
then the Option, to the extent that it has not been exercised, shall entitle the
Grantee upon the future exercise of the Option to such number and kind of
securities or cash or other property subject to the terms of the Option to which
he would have been entitled had he actually owned the Shares subject to the
unexercised portion of the Option at the time of the occurrence of such stock
dividend, split-up, conversion, exchange, reclassification or substitution, and
the aggregate purchase price upon the future exercise of the Option shall be the
same as if the originally optioned Shares were being purchased hereunder.

         (b)      Any fractional shares or securities issuable upon the exercise
of the Option as a result of such adjustment shall be payable in cash based upon
the Fair Market Value of such shares or securities at the time of such exercise.
If any such event should occur, the number of Shares with respect to which the
Option remains to be issued shall be adjusted in a similar manner.

         (c)      Notwithstanding the foregoing, upon the dissolution or
liquidation of the Corporation, or the occurrence of a merger or consolidation
in which the Corporation is not the surviving corporation, or in which the
Corporation becomes a subsidiary of another corporation or in which the voting
securities of the Corporation outstanding

<PAGE>

                                                                               5


immediately prior thereto do not continue to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting securities of the Corporation or
such surviving entity immediately after such merger or consolidation, or upon
the sale of all or substantially all of the assets of the Corporation, the
Option shall terminate unless provision is made by the Corporation in connection
with such transaction for the assumption of the Option, or the substitution for
the Option of new options of the successor corporation or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds of shares and
the per share exercise prices. In the event the Option terminates as aforesaid
in connection with such a dissolution, liquidation, merger, consolidation or
sale, the holder of the Option shall be entitled to receive from the Corporation
cash in an amount equal to the excess of (i) the Fair Market Value (determined
on the basis of the amount received by shareholders in connection with such
transaction) of the Shares subject to the portion of the Option not theretofore
exercised (whether or not the Option is then exercisable pursuant to its terms
or otherwise), over (ii) the aggregate purchase price which would be payable for
the Shares upon the exercise of the Option. In the event of any other change in
the corporate structure or outstanding Shares, the Committee may make such
equitable adjustments to the number of Shares and the class of shares available
under the Option as it shall deem appropriate to prevent dilution or enlargement
of rights.

         (d)      For purposes hereof the term Fair Market Value on a specified
date shall mean the closing price at which a Share is traded on the stock
exchange, if any, on which Shares are primarily traded or, if the Shares are not
then traded on a stock exchange, the closing price of a Share as reported on the
NASDAQ National Market System or, if the Shares are not then traded on the
NASDAQ National Market System, the average of the closing bid and asked prices
at which a Share is traded on the over-the-counter market, but if no Shares were
traded on such date, then on the last previous

<PAGE>

                                                                               6


date on which a Share was so traded, or, if none of the above are applicable,
the value of a Share as established by the Committee for such date using any
reasonable method of valuation.

         6.       The Corporation may postpone the issuance and delivery of
Shares pursuant to the grant or exercise of the Option until (a) the admission
of such Shares to listing on any stock exchange on which Shares of the
Corporation of the same class are then listed, and (b) the completion of such
registration or other qualification of such Shares under any State or Federal
law, rule or regulation as the Corporation shall determine to be necessary or
advisable. The Grantee shall make such representations and furnish such
information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation, in the light of the then existence or
non-existence with respect to such Shares of an effective Registration Statement
under the Securities Act of 1933, as from time to time amended (the "Securities
Act"), to issue the Shares in compliance with the provisions of the Securities
Act or any comparable act. The Corporation shall have the right, in its sole
discretion, to legend any Shares which may be issued pursuant to the grant or
exercise of the Option, or may issue stop transfer orders in respect thereof.

         7.       If the Corporation or a Subsidiary shall be required to
withhold any amounts by reason of any Federal, State or local tax rules or
regulations in respect of the issuance of Shares pursuant to the exercise of the
Option, the Corporation or the Subsidiary shall be entitled to deduct and
withhold such amounts from any cash payments to be made to the Grantee. In any
event, the Grantee shall make available to the Corporation or Subsidiary,
promptly when requested by the Corporation or such Subsidiary, sufficient funds
to meet the requirements of such withholding; and the Corporation or Subsidiary
shall be entitled to take and authorize such steps as it may deem advisable in
order to have such funds made available to the Corporation or

<PAGE>

                                                                               7


Subsidiary out of any funds or property due or to become due to the holder of
such Option.

         8.       Nothing contained herein shall be construed to confer on the
Grantee any right to be continued in the employ of the Corporation or any
Subsidiary or derogate from any right of the Corporation or any Subsidiary to
retire, request the resignation of or discharge the Grantee (without or with
pay) at any time, with or without cause.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                          EMCOR GROUP, INC.


                                          By: ___________________________

                                              __________________, Grantee


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>ex46forms-8_011304.txt
<DESCRIPTION>EXHIBIT 4.6
<TEXT>

                                                                     EXHIBIT 4.6
                                                                     -----------



                             STOCK OPTION AGREEMENT


         THIS AGREEMENT, dated as of the 14th day of December, 2001 by and
between EMCOR GROUP, INC., a Delaware corporation (the "Corporation"), and
_______________ ("Grantee")

                              W I T N E S S E T H:

         WHEREAS, the Corporation wishes to grant to Grantee, on the date set
forth above, a non-qualified stock option to purchase shares of Common Stock of
the Corporation, $.01 par value, upon the terms and conditions hereinafter
stated.

         NOW, THEREFORE, in consideration of the premises and of the
undertakings hereinafter contained, the Corporation and Grantee agree as
follows:

         1.       Subject to the terms and conditions of this Agreement, the
Corporation hereby grants to Grantee a non-qualified stock option (the "Option")
to purchase all or any part of ______ shares of Common Stock of the Corporation,
$.01 par value (the "Shares"), at a price per share of $41.70. Unless sooner
terminated in accordance with the terms of this Agreement and prior to the
expiration date of the Option, all or any part of the Shares subject to the
Option may be purchased on or after the date hereof at any time or from time to
time, whether or not the Grantee is then an employee of the Corporation. The
Option shall expire ten years from the date hereof.

         2.      (a)       The Option shall be exercised by the delivery of
written notice duly signed by the Grantee to such effect ("Exercise Notice"),
together with the full purchase price of the Shares purchased pursuant to the
exercise of the Option, to the Chairman of the Board or an officer of the
Corporation appointed by the Chairman of the Board for the purpose of receiving
the same. Payment of the full purchase price shall be made as follows: in cash
or by check payable to the order of the Corporation; by delivery to the
Corporation of Shares which shall be valued at their Fair Market Value on the
date of

<PAGE>

                                                                               2


exercise of the Option; by providing with the Exercise Notice an order
to a designated broker to sell part or all of the Shares and to deliver
sufficient proceeds to the Corporation, in cash or by check payable to the order
of the Corporation, to pay the full purchase price of the Shares and all
applicable withholding taxes; or by such other methods as the Compensation and
Personnel Committee of the Board of Directors of the Company (the "Committee")
may permit from time to time. The provisions of Annex A attached hereto are made
a part of this Agreement as if set forth herein in full.

                  (b)      Within a reasonable time after the exercise of the
Option, the Corporation shall cause to be delivered to the person entitled
thereto a certificate for the Shares purchased pursuant to the exercise of the
Option.

                  (c)      Notwithstanding any other provision of the Option,
the Option may not be exercised at any time when the Option or the granting or
exercise thereof violates any law or governmental order or regulation.

                  (d)      For purposes hereof the term Subsidiary means any
corporation 50% or more of whose stock having general voting power is owned by
the Corporation or by another Subsidiary, as herein defined, of the Corporation.

         3.       (a)      The Option shall be exercisable only by Grantee
during Grantee's lifetime, or, if permissible under applicable law, by Grantee's
legal guardian or representative. The Option may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by Grantee
otherwise than by will or by the laws of descent and distribution and any such
purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Corporation or its
Subsidiaries; provided that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.

                  (b)      Notwithstanding the foregoing, the Option may be
transferred by Grantee:

<PAGE>

                                                                               3


                           (A)      without consideration to any person who is a
                                    "family member" of Grantee, as such term is
                                    used in the instructions to Form S-8
                                    (collectively, the "Immediate Family
                                    Members");

                           (B)      without consideration to a trust solely for
                                    the benefit of Grantee and his or her
                                    Immediate Family Members;

                           (C)      without consideration to a partnership or
                                    limited liability company whose only
                                    partners or holders of interests are Grantee
                                    and his or her Immediate Family Members; or

                           (D)      with or without consideration to any other
                                    transferee as may be approved by the Board
                                    of Directors or the Committee in its sole
                                    discretion;

                  (each transferee described in clauses (A), (B), (C) and (D)
above is hereinafter referred to as a "Permitted Transferee"); provided that
Grantee gives the Committee advance written notice describing the terms and
conditions of the proposed transfer and the Committee notifies Grantee in
writing that such a transfer is approved.

                  (c)      If the Option is transferred in accordance with the
immediately preceding sentence, the terms of the Option shall apply to the
Permitted Transferee and any reference herein to a Grantee shall be deemed to
refer to the Permitted Transferee, except that (a) a Permitted Transferee shall
not be entitled to transfer the Option, other than by will or the laws of
descent and distribution; (b) a Permitted Transferee shall not be entitled to
exercise the Option unless there shall be in effect a registration statement on
an appropriate form covering the shares to be acquired pursuant to the exercise
of such Option if the Committee determines that such a registration statement is
necessary or appropriate, (c) the Committee or the Corporation shall not be
required to provide any notice to a Permitted Transferee, whether or not such
notice is or would otherwise have been required to be given to Grantee, and (d)
the consequences of termination of
<PAGE>

                                                                               4


Grantee's employment by, or services to, the Corporation or Subsidiary hereunder
shall continue to be applied with respect to Grantee following which the Option
shall be exercisable by the Permitted Transferee only to the extent, and for the
periods, specified herein that the Option could otherwise have been exercised by
the Grantee.

         4.       In the event of the death of the Grantee prior to the exercise
in full of the Option and prior to the expiration date of the Option, the
representative of the estate of the Grantee may exercise the portion of the
Option which is unexercised at the time of the Grantee's death.

         5.       (a)      If prior to the complete exercise of the Option there
shall be declared and paid a stock dividend upon the Shares or if the Shares
shall be split up, converted, exchanged, reclassified, or in any way substituted
for, then the Option, to the extent that it has not been exercised, shall
entitle the Grantee upon the future exercise of the Option to such number and
kind of securities or cash or other property subject to the terms of the Option
to which he would have been entitled had he actually owned the Shares subject to
the unexercised portion of the Option at the time of the occurrence of such
stock dividend, split-up, conversion, exchange, reclassification or
substitution, and the aggregate purchase price upon the future exercise of the
Option shall be the same as if the originally optioned Shares were being
purchased hereunder.

                  (b)      Any fractional shares or securities issuable upon the
exercise of the Option as a result of such adjustment shall be payable in cash
based upon the Fair Market Value of such shares or securities at the time of
such exercise. If any such event should occur, the number of Shares with respect
to which the Option remains to be issued shall be adjusted in a similar manner.

                  (c)      Notwithstanding the foregoing, upon the dissolution
or liquidation of the Corporation, or the occurrence of a merger or
consolidation in which the Corporation is not the surviving corporation, or in
which the Corporation becomes a

<PAGE>

                                                                               5


subsidiary of another corporation or in which the voting securities of the
Corporation outstanding immediately prior thereto do not continue to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the combined voting securities of the
Corporation or such surviving entity immediately after such merger or
consolidation, or upon the sale of all or substantially all of the assets of the
Corporation, the Option shall terminate unless provision is made by the
Corporation in connection with such transaction for the assumption of the
Option, or the substitution for the Option of new options of the successor
corporation or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kinds of shares and the per share exercise prices. In the
event the Option terminates as aforesaid in connection with such a dissolution,
liquidation, merger, consolidation or sale, the holder of the Option shall be
entitled to receive from the Corporation cash in an amount equal to the excess
of (i) the Fair Market Value (determined on the basis of the amount received by
shareholders in connection with such transaction) of the Shares subject to the
portion of the Option not theretofore exercised (whether or not the Option is
then exercisable pursuant to its terms or otherwise), over (ii) the aggregate
purchase price which would be payable for the Shares upon the exercise of the
Option. In the event of any other change in the corporate structure or
outstanding Shares, the Committee may make such equitable adjustments to the
number of Shares and the class of shares available under the Option as it shall
deem appropriate to prevent dilution or enlargement of rights.

                  (d)      For purposes hereof the term Fair Market Value on a
specified date shall mean the closing price at which a Share is traded on the
stock exchange, if any, on which Shares are primarily traded or, if the Shares
are not then traded on a stock exchange, the closing price of a Share as
reported on the NASDAQ National Market System or, if the Shares are not then
traded on the NASDAQ National Market

<PAGE>

                                                                               6


System, the average of the closing bid and asked prices at which a Share is
traded on the over-the-counter market, but if no Shares were traded on such
date, then on the last previous date on which a Share was so traded, or, if none
of the above is applicable, the value of a Share as established by the Committee
for such date using any reasonable method of valuation.

         6.       The Corporation may postpone the issuance and delivery of
Shares pursuant to the grant or exercise of the Option until (a) the admission
of such Shares to listing on any stock exchange on which Shares of the
Corporation of the same class are then listed, and (b) the completion of such
registration or other qualification of such Shares under any State or Federal
law, rule or regulation as the Corporation shall determine to be necessary or
advisable. The Grantee shall make such representations and furnish such
information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation, in the light of the then existence or
non-existence with respect to such Shares of an effective Registration Statement
under the Securities Act of 1933, as from time to time amended (the "Securities
Act"), to issue the Shares in compliance with the provisions of the Securities
Act or any comparable act. The Corporation shall have the right, in its sole
discretion, to legend any Shares which may be issued pursuant to the grant or
exercise of the Option, or may issue stop transfer orders in respect thereof.

         7.       If the Corporation or a Subsidiary shall be required to
withhold any amounts by reason of any Federal, State or local tax rules or
regulations in respect of the issuance of Shares pursuant to the exercise of the
Option, the Corporation or the Subsidiary shall be entitled to deduct and
withhold such amounts from any cash payments to be made to the Grantee. In any
event, the Grantee shall make available to the Corporation or Subsidiary,
promptly when requested by the Corporation or such Subsidiary, sufficient funds
to meet the requirements of such withholding; and the

<PAGE>

                                                                               7


Corporation or Subsidiary shall be entitled to take and authorize such steps as
it may deem advisable in order to have such funds made available to the
Corporation or Subsidiary out of any funds or property due or to become due to
the holder of such Option.

         8.       Nothing contained herein shall be construed to confer on the
Grantee any right to be continued in the employ of the Corporation or any
Subsidiary or derogate from any right of the Corporation or any Subsidiary to
retire, request the resignation of or discharge the Grantee (without or with
pay) at any time, with or without cause.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                          EMCOR GROUP, INC.


                                          By: ___________________________

                                              __________________, Grantee


<PAGE>

                                                                               8


Annex A

STOCK OPTION DEFERRALS


                  This Annex A is made a part of this Stock Option Agreement
dated as of January 2, 2002 between the Corporation and the Grantee. The Grantee
(as defined in the Stock Option Agreement) may elect (the "Deferral Election"),
by completing and signing the Stock Option Deferral Election Form attached as
Exhibit 1 (the "Election Form") hereto, to defer delivery of Common Stock of the
Corporation ("Stock") otherwise deliverable upon exercise of the Option to the
delivery date(s) specified in the Election Form, subject to the following rules.



         1.       TIMING. The Deferral Election may only be made for an exercise
                  of the Option which occurs while the Grantee is employed by
                  the Corporation or any of its subsidiaries, and shall apply
                  only to that exercisable portion of the Option that has not
                  been exercised as of the Election Date, as specified in the
                  Election Form. The exercise of the portion of the Option
                  subject to the Deferral Election may occur at any time after
                  the period referred to in Section 2 below, in accordance with
                  the terms and conditions of the Stock Option Agreement.



         2.       RESTRICTION ON EXERCISABILITY. The portion of the Option
                  subject to the Deferral Election shall not be exercisable
                  during the period beginning with the Election Date and ending
                  on the day immediately prior to the six-month anniversary of
                  the Election Date (or if there is no corresponding date in the
                  sixth calendar month after the Election Date, the six-month
                  anniversary shall be deemed to be the first day of the seventh
                  calendar month after the Election Date); provided, however,
                  that, if, prior to such six-month anniversary, either (i) the
                  Grantee's employment with the Corporation and all of its
                  subsidiaries terminates for any reason or (ii) the
                  Compensation Committee of the Board of Directors of the
                  Company (the "Committee") so determines, then the restriction
                  set forth in the preceding portion of this Section 2 shall be
                  canceled, and the portion of the Option which had been subject
                  to the Deferral Election shall become exercisable (to the
                  extent that it would have otherwise have been exercisable in
                  the absence of such restriction).



         3.       METHOD OF EXERCISE TO DEFER. The portion of the Option subject
                  to the deferral election shall be exercised in accordance with
                  the terms of the Stock Option Agreement; provided that the
                  exercise price must be paid by the Grantee in shares of Stock
                  which are considered "mature" for purposes of generally
                  accepted accounting principles, i.e., (x) they have been held
                  by the Grantee free and clear for at least six months prior to
                  their use to pay the Option purchase price (y) they have been
                  purchased

<PAGE>

                                                                               9


                  by the Grantee in other than a compensatory transaction, or
                  (z) they meet any other requirements for "mature" shares as
                  may exist on the date of exercise, as determined by the
                  Committee (as the term is defined in the Stock Option
                  Agreement). The Grantee may use Common Stock in payment of the
                  exercise price by means of attestation to the Corporation of
                  his ownership of sufficient shares in a manner reasonably
                  acceptable to the Committee. Shares of Common Stock used to
                  pay all or part of the Option purchase price pursuant to this
                  provision will be credited at their fair market value on the
                  date of delivery. Subject to any action required of the
                  Corporation by any law or regulation and to the Grantee's
                  payment to the Corporation of the amount of any required tax
                  or other withholding as described in Section 7 below, the
                  Corporation shall, as soon as practicable after the exercise,
                  return to the Grantee the Common Stock previously delivered to
                  satisfy the Option purchase price (unless such exercise was
                  accomplished by means of the attestation mechanism described
                  above).


         4.       DEFERRAL ACCOUNT. A number of units equal to the number of
                  shares of Common Stock otherwise deliverable to the Grantee
                  from the exercise of the portion of the Option subject to the
                  Deferral Election, less that number of shares of Common Stock
                  used to exercise such portion of the Option pursuant to
                  Section 3 hereof, shall be credited to a "deferral account" on
                  behalf of the Grantee. The Grantee's deferral account shall be
                  a bookkeeping account only.



         5.       DELIVERY OF DEFERRED STOCK. Subject to any action required of
                  the Corporation by any law or regulation and to the Grantee's
                  payment of the Corporation of the amount of any required tax
                  or other withholding, the Corporation shall deliver to the
                  Grantee on each "Deferred Delivery Date" (as defined in the
                  following sentence) a certificate representing a number of
                  shares of Common Stock equal to (i) the number of units
                  credited to the Grantee's deferral account, divided by (ii)
                  the number of Deferred Delivery Dates indicated in the
                  Election Form, subject to withholding in accordance with
                  Section 7 below, if applicable. The "Deferred Delivery Date"
                  shall be the date or dates selected by the Grantee in the
                  Election Form; provided that if a Grantee elects multiple
                  Deferred Delivery Dates, (A) each must be an anniversary of
                  the first Deferred Delivery Date and (B) there may no more
                  than ten Deferred Delivery Dates. The number of shares of
                  Common Stock delivered to the Grantee shall reduce by the same
                  number the units credited to the Grantee's deferral account.



         6.       RIGHTS OF GRANTEE. Following exercise of the portion of the
                  Option subject to the Deferral Election and prior to the
                  delivery of any shares of Common Stock related thereto on a
                  Deferred Delivery date, (a) the Grantee shall not be treated
                  as owner of such shares, shall not have any rights as a
                  shareholder as to such shares, and shall have only a
                  contractual right to

<PAGE>

                                                                              10


                  receive such shares, unsecured by any assets of the
                  Corporation or its subsidiaries; (b) the Grantee's right to
                  receive such shares may not be transferred by the Grantee
                  other than by will or the laws of descent and distribution;
                  and (c) the Grantee's right to receive such shares will be
                  subject to adjustment as set forth in Section 5 of the Stock
                  Option Agreement, relating to stock splits, stock dividends,
                  stock changes and similar events.



         7.       TAX WITHHHOLDING. The Grantee shall be responsible for
                  satisfying such tax withholding as may be required (i) at the
                  time of exercise of the portion of the Option subject to the
                  deferral election and (ii) at the time of delivery of Common
                  Stock on a Deferred Delivery Date, by delivery of a check to
                  the Corporation in the amount due for such withholding;
                  provided that the Committee may, at its sole discretion, with
                  respect to the delivery of Common Stock on a Deferred Delivery
                  Date, allow the Grantee to satisfy any required withholding by
                  electing to have the necessary number of shares of Stock
                  withheld by the Corporation.



         8.       ADMINISTRATION. A Deferral Election is subject to such
                  additional administrative rules as the Committee may establish
                  from time to time.



         9.       REVOCATION AND HARDSHIP PAYMENT. Subject to Section 2 hereof,
                  a Deferral Election may not be revoked by the Grantee. The
                  Committee may, in its sole discretion, accelerate the Deferred
                  Delivery Date with respect to shares of Common Stock in the
                  event of (i) an "unforeseeable emergency," (ii) the death or
                  disability of the Grantee or (iii) the Committee's
                  determination that continuing to honor the Deferral Election
                  is no longer in the best interest of the Corporation. An
                  "unforeseeable emergency" is defined as an unanticipated
                  emergency caused by an event beyond the control of the Grantee
                  that would result in severe financial hardship if the
                  distribution were not permitted. The Deferred Delivery Date
                  may be accelerated only as to that number of shares of Stock
                  necessary to sufficiently address the financial hardship.



         10.      ASSIGNABILITY. No rights to a Grantee's deferral account may
                  be assigned or subject to any encumbrance, pledge, or charge
                  of any nature, except that a Grantee may designate a
                  beneficiary pursuant to any rules established by the
                  Committee.


<PAGE>

                                                                              11


                                    EXHIBIT I


                       STOCK OPTION DEFERRAL ELECTION FORM



1.       Grantee:  ____________________ [TYPE NAME]


2.       Election Date (DATE THIS FORM IS SUBMITTED TO THE CORPORATION):
         _____________

3.       Grant date of Option subject to this Deferral Election:
         ____________


4.       Number of shares of Common Stock subject to the unexercised portion of
         the Option to which this Deferral Election relates [CHECK ONE]:


                           :   All ___________ Shares



                           :   ___________ Shares, being less than all Shares



5.       DEFERRED DELIVERY DATE


                  Subject to the terms of "Annex A" (to which this Deferral
         Election Form is attached): [CHECK ONE]



                           :   I want delivery of my deferred Common Stock to
                               commence upon my termination of employment



                           :   I want delivery of my deferred Common Stock to
                               commence upon a particular date, which is written
                               here: _____



6.       NUMBER OF DEFERRED DELIVERY DATES [CHECK ONE]:

<PAGE>

                                                                              12


                           :   One [this means you will receive 100% of your
                               deferred Common Stock on the Deferred Delivery
                               Date specified in Item 5 above, subject to
                               applicable withholding]



                           :   ______ [MUST BE A WHOLE NUMBER MORE THAN ONE AND
                               NO GREATER THAN TEN[ [this means that you will
                               receive an equal number of shares of your
                               deferred Common Stock on the date specified in
                               Item 5 above, and each of the specified number of
                               anniversaries of that date, subject to applicable
                               withholding]



                  BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND THIS DEFERRAL ELECTION FORM, AS WELL AS `"ANNEX A" TO WHICH IT IS
ATTACHED, PARTICULARLY, YOU UNDERSTAND THAT YOUR ELECTION IS IRREVOCABLE (OTHER
THAN AS SPECIFICALLY STATED IN THE ELECTION FORM), AND THAT YOU CANNOT EXERCISE
THE PORTION OF THE OPTION SUBJECT TO THE ELECTION FOR SIX MONTHS FOLLOWING THE
ELECTION DATE.



                                               EMCOR GROUP, INC.





   __________________________                  By: _____________________________

     Grantee Signature/Date


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>7
<FILENAME>ex47forms-8_011304.txt
<DESCRIPTION>EXHIBIT 4.7
<TEXT>
                                                                     EXHIBIT 4.7
                                                                     -----------



                             STOCK OPTION AGREEMENT
                             ----------------------


         THIS AGREEMENT, dated as of the _____ day of January, ____ by and
between EMCOR GROUP, INC., a Delaware corporation (the "Corporation"), and Mark
A. Pompa ("Grantee")

                              W I T N E S S E T H:

         WHEREAS, the Corporation wishes to grant to Grantee, on the date set
forth above, a non-qualified stock option to purchase shares of Common Stock of
the Corporation, $.01 par value, upon the terms and conditions hereinafter
stated.

         NOW, THEREFORE, in consideration of the premises and of the
undertakings hereinafter contained, the Corporation and Grantee agree as
follows:

         1. Subject to the terms and conditions of this Agreement, the
Corporation hereby grants to Grantee a non-qualified stock option (the "Option")
to purchase all or any part of _____ shares of Common Stock of the Corporation,
$.01 par value (the "Shares"), at a price per share of $_____*. Unless sooner
terminated in accordance with the terms of this Agreement and prior to the
expiration date of the Option, one-fourth of the Shares subject to the Option
may be purchased on or after the date hereof at any time or from time to time,
one-fourth of the shares subject to the Option may be purchased on or after the
first anniversary of the date hereof at any time or from time to time,
one-fourth of the shares subject to the Option may be purchased on or after the
second anniversary of the date hereof at any time or from time to time, and
one-fourth of the shares subject to the Option may be purchased on the last
business day of ____** at any time or from time to time; provided, however, that
if Grantee's employment with the

- -----------------

* Figure to be inserted is fair market value on date of grant.

**Year to be inserted is two years from the year in which grant took place.

<PAGE>

                                                                               2

Corporation shall be terminated at any time (a) by the Corporation other than
for Cause (as that term is defined in the Employment Agreement (the "Employment
Agreement") between the Grantee and the Corporation dated as of January 1, 2002)
or by the Grantee for Good Reason (as that term is defined in the Employment
Agreement), the Option shall become immediately exercisable in full and remain
exercisable, at any time or from time to time, until January _, ____***. Unless
sooner exercised in full or sooner terminated as expressly provided herein, the
Option shall expire ten years from the date hereof.

         2.       (a)      Notwithstanding the foregoing, all or any part of the
Option may be exercised in the following circumstances: (a) subject to the
provisions of Section 4 hereof, upon (but prior to the expiration of the term of
the Option) the Grantee's retirement from the Corporation and all Subsidiaries
on or after his 65th birthday, (b) subject to the provisions of Section 4
hereof, upon the disability (to the extent and in a manner as shall be
determined by the Compensation and Personnel Committee (the "Committee") of the
Board of Directors of the Corporation in its sole discretion) or death of the
Grantee, or (c) upon the occurrence of such special circumstance or event as in
the opinion of the Committee merits special consideration.

                  (b)      The Option shall be exercised by the delivery of
written notice duly signed by the Grantee to such effect ("Exercise Notice"),
together with the full purchase price of the Shares purchased pursuant to the
exercise of the Option, to the Chairman of the Board or an officer of the
Corporation appointed by the Chairman of the Board for the purpose of receiving
the same. Payment of the full purchase price shall be made as follows: in cash
or by check payable to the order of the Corporation; by delivery to the
Corporation of Shares which shall be valued at their Fair Market Value on the
date of

- -------------------

***Date to be inserted is 10th anniversary of the grant date.

<PAGE>

                                                                               3


exercise of the Option; with the consent of the Chairman of the Board or the
officer referred to in the immediately preceding sentence, by providing with the
Exercise Notice an order to a designated broker to sell part or all of the
Shares and to deliver sufficient proceeds to the Corporation, in cash or by
check payable to the order of the Corporation, to pay the full purchase price of
the Shares and all applicable withholding taxes; or by such other methods as the
Committee may permit from time to time. The provisions of Annex A attached
hereto are made a part of this Agreement as if set forth herein in full.

                  (c)      Within a reasonable time after the exercise of the
Option, the Corporation shall cause to be delivered to the person entitled
thereto a certificate for the Shares purchased pursuant to the exercise of the
Option.

                  (d)      Notwithstanding any other provision of the Option,
the Option may not be exercised at any time when the Option or the granting or
exercise thereof violates any law or governmental order or regulation.

                  (e)      For purposes hereof the term Subsidiary means any
corporation 50% or more of whose stock having general voting power is owned by
the Corporation or by another Subsidiary, as herein defined, of the Corporation.

         3. (a) The Option shall be exercisable only by Grantee during Grantee's
lifetime, or, if permissible under applicable law, by Grantee's legal guardian
or representative. The Option may not be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by Grantee otherwise than by will or
by the laws of descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Corporation or its Subsidiaries; provided that the
designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.



<PAGE>

                                                                               4

                  (b)      Notwithstanding the foregoing, the Option may be
transferred by Grantee:

                           (A)      without consideration to any person who is a
                                    "family member" of Grantee, as such term is
                                    used in the instructions to Form S-8
                                    (collectively, the "Immediate Family
                                    Members");

                           (B)      without consideration to a trust solely for
                                    the benefit of Grantee and his or her
                                    Immediate Family Members;

                           (C)      without consideration to a partnership or
                                    limited liability company whose only
                                    partners or shareholders are Grantee and his
                                    or her Immediate Family Members; or

                           (D)      with or without consideration to any other
                                    transferee as may be approved by the Board
                                    of Directors or the Committee in its sole
                                    discretion;

                  (each transferee described in clauses (A), (B), (C) and (D)
above is hereinafter referred to as a "Permitted Transferee"); provided that
Grantee gives the Committee advance written notice describing the terms and
conditions of the proposed transfer and the Committee notifies Grantee in
writing that such a transfer is approved.

                  (c)      If the Option is transferred in accordance with the
immediately preceding sentence, the terms of the Option shall apply to the
Permitted Transferee and any reference herein to a Grantee shall be deemed to
refer to the Permitted Transferee, except that (a) a Permitted Transferee shall
not be entitled to transfer the Option, other than by will or the laws of
descent and distribution; (b) a Permitted Transferee shall not be entitled to
exercise the Option unless there shall be in effect a registration statement



<PAGE>

                                                                               5

on an appropriate form covering the shares to be acquired pursuant to the
exercise of such Option if the Committee determines that such a registration
statement is necessary or appropriate, (c) the Committee or the Corporation
shall not be required to provide any notice to a Permitted Transferee, whether
or not such notice is or would otherwise have been required to be given to
Grantee, and (d) the consequences of termination of Grantee's employment by, or
services to, the Corporation or Subsidiary hereunder shall continue to be
applied with respect to Grantee following which the Option shall be exercisable
by the Permitted Transferee only to the extent, and for the periods, specified
herein that the Option could otherwise have been exercised by the Grantee.

         4.                All or any part of the Option, to the extent
unexercised, shall terminate immediately, upon the termination for Cause by the
Corporation of the Grantee's employment by the Corporation or upon the
termination without Good Reason by the Grantee of the Grantee's employment by
the Corporation except that in either such case the Grantee shall have until the
end of the three-month period following the cessation of his employment with the
Corporation to exercise any unexercised part of the Option that he could have
exercised on the day on which such employment terminated; provided, that such
exercise must be accomplished prior to the expiration of the term of such
Option. Notwithstanding the foregoing, if the cessation of employment is due to
Grantee's retirement on or after he attains age 65 ("Retirement") or disability
(to the extent and in a manner as shall be determined in each case by the
Committee in its sole discretion) or death, the Grantee (or the representative
of the estate of the Grantee, if deceased), may exercise the portion of the
Option which is unexercised at the time of such Retirement, disability or death;
provided, however, that such exercise must be accomplished prior to the
expiration of the term of the Option and (a) unless the



<PAGE>

                                                                               6

Committee determines a longer period, within three months of the Grantee's
Retirement or disability or (b) unless the Committee determines a longer period,
within six months of the Grantee's death.

         5.       (a)     If prior to the complete exercise of the Option there
shall be declared and paid a stock dividend upon the Shares or if the Shares
shall be split up, converted, exchanged, reclassified, or in any way substituted
for, then the Option, to the extent that it has not been exercised, shall
entitle the Grantee upon the future exercise of the Option to such number and
kind of securities or cash or other property subject to the terms of the Option
to which he would have been entitled had he actually owned the Shares subject to
the unexercised portion of the Option at the time of the occurrence of such
stock dividend, split-up, conversion, exchange, reclassification or
substitution, and the aggregate purchase price upon the future exercise of the
Option shall be the same as if the originally optioned Shares were being
purchased hereunder.

                  (b)      Any fractional shares or securities issuable upon the
exercise of the Option as a result of such adjustment shall be payable in cash
based upon the Fair Market Value of such shares or securities at the time of
such exercise. If any such event should occur, the number of Shares with respect
to which the Option remains to be issued shall be adjusted in a similar manner.

                  (c)      Notwithstanding the foregoing, upon the dissolution
or liquidation of the Corporation, or the occurrence of a merger or
consolidation in which the Corporation is not the surviving corporation, or in
which the Corporation becomes a subsidiary of another corporation or in which
the voting securities of the Corporation outstanding immediately prior thereto
do not continue to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than



<PAGE>

                                                                               7

 50% of the combined voting securities of the Corporation or such surviving
entity immediately after such merger or consolidation, or upon the sale of all
or substantially all of the assets of the Corporation, the Option shall
terminate unless provision is made by the Corporation in connection with such
transaction for the assumption of the Option, or the substitution for the Option
of new options of the successor corporation or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kinds of shares and the per
share exercise prices. In the event the Option terminates as aforesaid in
connection with such a dissolution, liquidation, merger, consolidation or sale,
the holder of the Option shall be entitled to receive from the Corporation cash
in an amount equal to the excess of (i) the Fair Market Value (determined on the
basis of the amount received by shareholders in connection with such
transaction) of the Shares subject to the portion of the Option not theretofore
exercised (whether or not the Option is then exercisable pursuant to its terms
or otherwise), over (ii) the aggregate purchase price which would be payable for
the Shares upon the exercise of the Option. In the event of any other change in
the corporate structure or outstanding Shares, the Committee may make such
equitable adjustments to the number of Shares and the class of shares available
under the Option as it shall deem appropriate to prevent dilution or enlargement
of rights.

                  (d)      For purposes hereof the term Fair Market Value of a
security on a specified date shall mean the closing price at which such security
is traded on the stock exchange, if any, on which such security is primarily
traded or, if such security is not then traded on a stock exchange, the closing
price of such security as reported on the NASDAQ National Market System or, if
such security is not then traded on the NASDAQ National Market System, the
average of the closing bid and asked prices at which such security is traded on
the over-the-counter market, but if no such security was traded on



<PAGE>

                                                                               8

such date, then on the last previous date on which such security was so traded,
or, if none of the above is applicable, the value of such security as
established by the Committee for such date using any reasonable method of
valuation.

         6.       The Corporation may postpone the issuance and delivery of
Shares pursuant to the grant or exercise of the Option until (a) the admission
of such Shares to listing on any stock exchange on which Shares of the
Corporation of the same class are then listed, and (b) the completion of such
registration or other qualification of such Shares under any State or Federal
law, rule or regulation as the Corporation shall determine to be necessary or
advisable. The Grantee shall make such representations and furnish such
information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation, in the light of the then existence or
non-existence with respect to such Shares of an effective Registration Statement
under the Securities Act of 1933, as from time to time amended (the "Securities
Act"), to issue the Shares in compliance with the provisions of the Securities
Act or any comparable act. The Corporation shall have the right, in its sole
discretion, to legend any Shares which may be issued pursuant to the grant or
exercise of the Option, or may issue stop transfer orders in respect thereof.

         7.       If the Corporation or a Subsidiary shall be required to
withhold any amounts by reason of any Federal, State or local tax rules or
regulations in respect of the issuance of Shares pursuant to the exercise of the
Option, the Corporation or the Subsidiary shall be entitled to deduct and
withhold such amounts from any cash payments to be made to the Grantee. In any
event, the Grantee shall make available to the Corporation or Subsidiary,
promptly when requested by the Corporation or such Subsidiary, sufficient funds
to meet the requirements of such withholding; and the Corporation or Subsidiary
shall be entitled to take and authorize such steps as it may



<PAGE>

                                                                               9

deem advisable in order to have such funds made available to the Corporation or
Subsidiary out of any funds or property due or to become due to the holder of
such Option.

         8.       Nothing contained herein shall be construed to confer on the
Grantee any right to be continued in the employ of the Corporation or any
Subsidiary or derogate from any right of the Corporation or any Subsidiary to
retire, request the resignation of or discharge the Grantee (without or with
pay) at any time, with or without cause.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                               EMCOR GROUP, INC.

                                               By
                                                 -----------------------
                                                 ____________________________
                                                 __________________, Grantee



<PAGE>

                                                                              10

Annex A



         STOCK OPTION DEFERRALS



                  This Annex A is made a part of this Stock Option Agreement
dated as of January 2, 2003 between the Corporation and the Grantee. The Grantee
(as defined in the Stock Option Agreement) may elect (the "Deferral Election"),
by completing and signing the Stock Option Deferral Election Form attached as
Exhibit 1 (the "Election Form") hereto, to defer delivery of Common Stock of the
Corporation ("Stock") otherwise deliverable upon exercise of the Option to the
delivery date(s) specified in the Election Form, subject to the following rules.



         1.       TIMING. The Deferral Election may only be made for an exercise
                  of the Option which occurs while the Grantee is employed by
                  the Corporation or any of its subsidiaries, and shall apply
                  only to that exercisable portion of the Option that has not
                  been exercised as of the Election Date, as specified in the
                  Election Form. The exercise of the portion of the Option
                  subject to the Deferral Election may occur at any time after
                  the period referred to in Section 2 below, in accordance with
                  the terms and conditions of the Stock Option Agreement.



         2.       RESTRICTION ON EXERCISABILITY. The portion of the Option
                  subject to the Deferral Election shall not be exercisable
                  during the period beginning with the Election Date and ending
                  on the day immediately prior to the six-month anniversary of
                  the Election Date (or if there is no corresponding date in the
                  sixth calendar month after the Election Date, the six-month
                  anniversary shall be deemed to be the first day of the seventh
                  calendar month after the Election Date); provided, however,
                  that, if, prior to such six-month anniversary, either (i) the
                  Grantee's employment with the Corporation and all of its
                  subsidiaries terminates for any reason or (ii) the
                  Compensation Committee of the Board of Directors of the
                  Company (the "Committee") so determines, then the restriction
                  set forth in the preceding portion of this Section 2 shall be
                  canceled, and the portion of the Option which had been subject
                  to the Deferral Election shall become exercisable (to the
                  extent that it would have otherwise have been exercisable in
                  the absence of such restriction).



         3.       METHOD OF EXERCISE TO DEFER. The portion of the Option subject
                  to the deferral election shall be exercised in accordance with
                  the terms of the Stock Option Agreement; provided that the
                  exercise price must be paid by the Grantee in shares of Stock
                  which are considered "mature" for purposes of generally
                  accepted accounting principles, i.e., (x) they have been held
                  by the Grantee free and clear for at least six months prior to
                  their use to pay the Option purchase price (y) they have been
                  purchased


<PAGE>

                                                                              11

                  by the Grantee in other than a compensatory transaction, or
                  (z) they meet any other requirements for "mature" shares as
                  may exist on the date of exercise, as determined by the
                  Committee (as the term is defined in the Stock Option
                  Agreement). The Grantee may use Common Stock in payment of the
                  exercise price by means of attestation to the Corporation of
                  his ownership of sufficient shares in a manner reasonably
                  acceptable to the Committee. Shares of Common Stock used to
                  pay all or part of the Option purchase price pursuant to this
                  provision will be credited at their fair market value on the
                  date of delivery. Subject to any action required of the
                  Corporation by any law or regulation and to the Grantee's
                  payment to the Corporation of the amount of any required tax
                  or other withholding as described in Section 7 below, the
                  Corporation shall, as soon as practicable after the exercise,
                  return to the Grantee the Common Stock previously delivered to
                  satisfy the Option purchase price (unless such exercise was
                  accomplished by means of the attestation mechanism described
                  above).



         4.       DEFERRAL ACCOUNT. A number of units equal to the number of
                  shares of Common Stock otherwise deliverable to the Grantee
                  from the exercise of the portion of the Option subject to the
                  Deferral Election, less that number of shares of Common Stock
                  used to exercise such portion of the Option pursuant to
                  Section 3 hereof, shall be credited to a "deferral account" on
                  behalf of the Grantee. The Grantee's deferral account shall be
                  a bookkeeping account only.



         5.       DELIVERY OF DEFERRED STOCK. Subject to any action required of
                  the Corporation by any law or regulation and to the Grantee's
                  payment of the Corporation of the amount of any required tax
                  or other withholding, the Corporation shall deliver to the
                  Grantee on each "Deferred Delivery Date" (as defined in the
                  following sentence) a certificate representing a number of
                  shares of Common Stock equal to (i) the number of units
                  credited to the Grantee's deferral account, divided by (ii)
                  the number of Deferred Delivery Dates indicated in the
                  Election Form, subject to withholding in accordance with
                  Section 7 below, if applicable. The "Deferred Delivery Date"
                  shall be the date or dates selected by the Grantee in the
                  Election Form; provided that if a Grantee elects multiple
                  Deferred Delivery Dates, (A) each must be an anniversary of
                  the first Deferred Delivery Date and (B) there may no more
                  than ten Deferred Delivery Dates. The number of shares of
                  Common Stock delivered to the Grantee shall reduce by the same
                  number the units credited to the Grantee's deferral account.



         6.       RIGHTS OF GRANTEE. Following exercise of the portion of the
                  Option subject to the Deferral Election and prior to the
                  delivery of any shares of Common Stock related thereto on a
                  Deferred Delivery date, (a) the Grantee shall not be treated
                  as owner of such shares, shall not have any rights as a
                  shareholder as to such shares, and shall have only a
                  contractual right to
<PAGE>

                                                                              12

                  receive such shares, unsecured by any assets of the
                  Corporation or its subsidiaries; (b) the Grantee's right to
                  receive such shares may not be transferred by the Grantee
                  other than by will or the laws of descent and distribution;
                  and (c) the Grantee's right to receive such shares will be
                  subject to adjustment as set forth in Section 5 of the Stock
                  Option Agreement, relating to stock splits, stock dividends,
                  stock changes and similar events.



         7.       TAX WITHHHOLDING. The Grantee shall be responsible for
                  satisfying such tax withholding as may be required (i) at the
                  time of exercise of the portion of the Option subject to the
                  deferral election and (ii) at the time of delivery of Common
                  Stock on a Deferred Delivery Date, by delivery of a check to
                  the Corporation in the amount due for such withholding;
                  provided that the Committee may, at its sole discretion, with
                  respect to the delivery of Common Stock on a Deferred Delivery
                  Date, allow the Grantee to satisfy any required withholding by
                  electing to have the necessary number of shares of Stock
                  withheld by the Corporation.



         8.       ADMINISTRATION. A Deferral Election is subject to such
                  additional administrative rules as the Committee may establish
                  from time to time.



         9.       REVOCATION AND HARDSHIP PAYMENT. Subject to Section 2 hereof,
                  a Deferral Election may not be revoked by the Grantee. The
                  Committee may, in its sole discretion, accelerate the Deferred
                  Delivery Date with respect to shares of Common Stock in the
                  event of (i) an "unforeseeable emergency," (ii) the death or
                  disability of the Grantee or (iii) the Committee's
                  determination that continuing to honor the Deferral Election
                  is no longer in the best interest of the Corporation. An
                  "unforeseeable emergency" is defined as an unanticipated
                  emergency caused by an event beyond the control of the Grantee
                  that would result in severe financial hardship if the
                  distribution were not permitted. The Deferred Delivery Date
                  may be accelerated only as to that number of shares of Stock
                  necessary to sufficiently address the financial hardship.



         10.      ASSIGNABILITY. No rights to a Grantee's deferral account may
                  be assigned or subject to any encumbrance, pledge, or charge
                  of any nature, except that a Grantee may designate a
                  beneficiary pursuant to any rules established by the
                  Committee.



<PAGE>

                                                                              13



                                    EXHIBIT I


                       STOCK OPTION DEFERRAL ELECTION FORM



1.       Grantee:  ____________________ [TYPE NAME]


2.       Election Date (DATE THIS FORM IS SUBMITTED TO THE CORPORATION):
         _____________

3.       Grant date of Option subject to this Deferral Election:
         ____________


4.       Number of shares of Common Stock subject to the unexercised portion of
         the Option to which this Deferral Election relates [CHECK ONE]:


                           :   All ___________ Shares



                           :   ___________ Shares, being less than all Shares



5.       DEFERRED DELIVERY DATE


                  Subject to the terms of "Annex A" (to which this Deferral
         Election Form is attached): [CHECK ONE]



                           :   I want delivery of my deferred Common Stock to
                               commence upon my termination of employment



                           :   I want delivery of my deferred Common Stock to
                               commence upon a particular date, which is written
                               here: _____



6.       NUMBER OF DEFERRED DELIVERY DATES [CHECK ONE]:

<PAGE>

                                                                              14


                           :   One [this means you will receive 100% of your
                               deferred Common Stock on the Deferred Delivery
                               Date specified in Item 5 above, subject to
                               applicable withholding]



                           :   ______ [MUST BE A WHOLE NUMBER MORE THAN ONE AND
                               NO GREATER THAN TEN[ [this means that you will
                               receive an equal number of shares of your
                               deferred Common Stock on the date specified in
                               Item 5 above, and each of the specified number of
                               anniversaries of that date, subject to applicable
                               withholding]



                  BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND THIS DEFERRAL ELECTION FORM, AS WELL AS `"ANNEX A" TO WHICH IT IS
ATTACHED, PARTICULARLY, YOU UNDERSTAND THAT YOUR ELECTION IS IRREVOCABLE (OTHER
THAN AS SPECIFICALLY STATED IN THE ELECTION FORM), AND THAT YOU CANNOT EXERCISE
THE PORTION OF THE OPTION SUBJECT TO THE ELECTION FOR SIX MONTHS FOLLOWING THE
ELECTION DATE.



                                               EMCOR GROUP, INC.





   __________________________                  By: _____________________________

     Grantee Signature/Date


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>8
<FILENAME>ex48forms-8_011304.txt
<DESCRIPTION>EXHIBIT 4.8
<TEXT>

                                                                     EXHIBIT 4.8
                                                                     -----------



                             STOCK OPTION AGREEMENT


         THIS AGREEMENT dated as of the ____ day of _______, ____ by and between
EMCOR GROUP, INC., a Delaware corporation (the "Corporation"), and __________
("Grantee")

                              W I T N E S S E T H:

         WHEREAS, the Corporation wishes to grant to Grantee, on the date set
forth above, a non-qualified stock option to purchase shares of Common Stock of
the Corporation, $.01 par value (the "Common Stock"), upon the terms and
conditions hereinafter stated.

         NOW, THEREFORE, in consideration of the premises and of the
undertakings hereinafter contained, the Corporation and Grantee agree as
follows:

         1.       Subject to the terms and conditions of this Agreement, the
Corporation hereby grants to Grantee a non-qualified stock option (the "Option")
to purchase all or any part of 2,000 shares of treasury Common Stock (the
"Shares"), at a price per share of $_____. Prior to the expiration date of the
Option, all or any part of the Shares subject to the Option may be purchased on
or after the date hereof, at any time or from time to time, regardless of the
Grantee's cessation or termination of service as a director of the Corporation
for any reason. In the event of the Grantee's death at any time prior to the
expiration date of the Option and before it is exercised in full, the executors,
administrators, legatees or distributees of the Grantee's estate shall have the
privilege of exercising any unexercised portion of the Option prior to the
expiration date of the Option. Unless sooner exercised in full, the Option shall
expire ten years from the date hereof.

- -----------------
* Figure to be inserted is fair market value on grant date.

<PAGE>

                                                                               2


         2.       (a)      The Option shall be exercised by the delivery of
written notice duly signed by the Grantee to such effect ("Exercise Notice"),
together with the full purchase price of the Shares purchased pursuant to the
exercise of the Option, to the Chairman of the Board of Directors of the
Corporation or an officer of the Corporation appointed by the Chairman of the
Board for the purpose of receiving the same. Payment of the full purchase price
shall be made as follows: in cash or by check payable to the order of the
Corporation; by delivery to the Corporation of shares of its Common Stock which
shall be valued at their Fair Market Value (as that term is hereafter defined)
on the date of exercise of the Option (provided, that the Grantee may not so use
any shares unless the Grantee has beneficially owned such shares for at least
six months); or, subject to the provisions of applicable law, by providing with
the Exercise Notice an order to a designated broker to sell part or all of the
Shares and to deliver sufficient proceeds to the Corporation, in cash or by
check payable to the order of the Corporation, to pay the full purchase price of
the Shares as to which the Exercise Notice relates and all applicable
withholding taxes, if any.

                  (b)      Within a reasonable time after the exercise of the
Option, the Corporation shall cause to be delivered to the person entitled
thereto a certificate for the Shares purchased pursuant to the exercise of the
Option.

                  (c)      Notwithstanding any other provision of the Option,
the Option may not be exercised at any time when the Option or the granting or
exercise thereof violates any law or governmental order or regulation.

                   (d)     For purposes hereof the term "Fair Market Value" of a
share or other security on a specified date shall mean the closing price at
which such a share or other security is traded on the stock exchange, if any, on
which such shares or other securities are primarily traded or if such shares or
other securities are not then traded on a stock exchange, the closing price of
such a share or such other security as reported on

<PAGE>

                                                                               3


the NASDAQ National Market System or, if such shares or other securities are not
then traded on the NASDAQ National Market System, the average of the closing bid
and asked prices at which such a share or such other security is traded on the
over-the-counter market, but if no such shares or other securities were traded
on such date, then on the last previous date on which such shares or other
securities were so traded or if none of the above are applicable, the value of
such a share or such other security as established by the Board of Directors of
the Corporation for such date using any reasonable method of valuation.

         3.       The Option and all other rights hereunder are not transferable
or assignable by the Grantee otherwise than by will or the laws of descent and
distribution. The Option may be exercised or surrendered during the Grantee's
lifetime only by the Grantee or his guardian or legal representative.

         4.       (a)      If, prior to the exercise in full of the Option,
there shall be declared and paid a stock dividend upon the shares of the
Corporation's Common Stock or if such shares shall be split up, converted,
exchanged, reclassified, or in any way substituted for, then the Option, to the
extent that it has not been exercised, shall entitle the Grantee upon the future
exercise of the Option to such number and kind of securities or cash or other
property subject to the terms of the Option to which he would have been entitled
had he actually owned the Shares subject to the unexercised portion of the
Option at the time of the occurrence of such stock dividend, split-up,
conversion, exchange, reclassification or substitution, and the aggregate
purchase price upon the future exercise of the Option shall be the same as if
the originally optioned Shares were being purchased hereunder.

                  (b)      Any fractional shares or securities issuable upon the
exercise of the Option as a result of an adjustment referred to in subsection
4(a) hereof shall be

<PAGE>

                                                                               4


payable in cash based upon the Fair Market Value of such shares or securities at
the time of such exercise.

                  (c)      Notwithstanding the foregoing, upon the dissolution
or liquidation of the Corporation, or upon the occurrence of a merger or
consolidation in which the Corporation is not the surviving corporation, or in
which the Corporation becomes a subsidiary of another corporation or in which
the voting securities of the Corporation outstanding immediately prior thereto
do not continue to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of the
combined voting securities of the Corporation or such surviving entity
immediately after such merger or consolidation, or upon the sale of all or
substantially all of the assets of the Corporation, the Option shall terminate
unless provision is made by the Corporation in connection with such transaction
for the assumption of the Option, or the substitution for the Option of new
options of the successor corporation or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kinds of shares and the per share
exercise prices. In the event the Option terminates as aforesaid in connection
with such a dissolution, liquidation, merger, consolidation or sale, the holder
of the Option shall be entitled to receive from the Corporation cash in an
amount equal to the excess of (i) the Fair Market Value (determined on the basis
of the amount received by shareholders in connection with such transaction) of
the Shares subject to the portion of the Option not theretofore exercised over
(ii) the aggregate purchase price which would be payable for the Shares upon the
exercise of the Option. In the event of any other change in the corporate
structure or outstanding shares of the Corporation, the Board of Directors of
the Corporation may make such equitable adjustments to the number of Shares and
the class of Shares available under the Option as it shall deem appropriate to
prevent dilution or enlargement of rights.

<PAGE>

                                                                               5


         5.       The Corporation may postpone the issuance and delivery of
Shares pursuant to the grant or exercise of the Option until (a) the admission
of such Shares to listing on any stock exchange on which shares of Common Stock
of the Corporation of the same class are then listed, and/or (b) the completion
of such registration or other qualification of such Shares under any State or
Federal law, rule or regulation as the Corporation shall determine to be
necessary or advisable. The Grantee shall make such representations and furnish
such information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation, in the light of the then existence or
non-existence with respect to such Shares of an effective Registration Statement
under the Securities Act of 1933, as from time to time amended (the "Securities
Act"), to issue the Shares in compliance with the provisions of the Securities
Act or any comparable act. The Corporation shall have the right, in its sole
discretion, to legend any Shares which may be issued pursuant to the grant or
exercise of the Option and/or may issue stop transfer orders in respect thereof.

         6.       If the Corporation shall be required to withhold any amounts
by reason of any Federal, State or local tax rules or regulations in respect of
the issuance of Shares pursuant to the exercise of the Option, the Corporation
shall be entitled to deduct and withhold such amounts from any cash payments to
be made to the Grantee. In any event, the Grantee shall make available to the
Corporation, promptly when requested by the Corporation, sufficient funds to
meet the requirements of such withholding; and the Corporation shall be entitled
to take and authorize such steps as it may deem advisable in order to have such
funds made available to the Corporation out of any funds or property due or to
become due to the holder of such Option.

         7.       Nothing contained herein shall be construed to confer on the
Grantee any right to be continued as a director of the Corporation or derogate
from any right of the Corporation or its stockholders to decline to nominate the
Grantee for election as a

<PAGE>

                                                                               6


director, to elect Grantee as a director or, subject to the provisions of the
bylaws of the Corporation and applicable law, to remove Grantee as a director,
with or without cause.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                          EMCOR GROUP, INC.


                                          By: ___________________________

                                              __________________, Grantee


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>9
<FILENAME>ex51forms-8_011304.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

                                                                     EXHIBIT 5.1
                                                                     -----------



                       [Letterhead of Sheldon I. Cammaker]


                                                        February 17, 2004

EMCOR Group, Inc.
101 Merritt Seven
Norwalk, CT 06851

Gentlemen:

         With respect to the Registration Statement on Form S-8 filed by EMCOR
Group, Inc. ("EMCOR") with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, 670,000
shares of your common stock, par value $0.01 per share (the "Common Stock"), to
be issued pursuant to your Executive Stock Bonus Plan, as amended, 2003
Non-Employee Directors' Stock Option Plan and 2003 Management Stock Option Plan
(collectively, the "Plans") and 1,074,533 shares of your Common Stock to be
issued pursuant to the exercise of stock options ("Options") granted to your
directors and executive officers under option agreements other than under equity
based plans, I am acting as counsel to you.

         I wish to advise you that in my opinion the 1,744,533 shares to be
issued by you under the Plans and Options, when issued in accordance with the
respective terms thereof, will be legally issued, fully paid and non-assessable.

         I consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8. In giving this consent, I do not thereby
admit that I am within the category of persons whose consent is required under
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission.

                                              Very truly yours,

                                              /s/ Sheldon I. Cammaker
                                              ----------------------------------
                                              Sheldon I. Cammaker
                                              Executive Vice President, General
                                              Counsel and Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>10
<FILENAME>ex231forms-8_011304.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

                                                                    EXHIBIT 23.1
                                                                    ------------



                         CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the EMCOR Group, Inc. Executive Stock Bonus Plan, and the
Stock Option Agreements dated as of January 4, 1999, May 5, 1999, January 3,
2000, January 2, 2001, December 14, 2001, January 2, 2002, June 19, 2002,
October 25, 2002, January 2, 2003, February 27, 2003 and January 2, 2004, and
the 2003 Non-Employee Directors' Stock Option Plan and the 2003 Management Stock
Incentive Plan of our report dated February 21, 2003, with respect to the
consolidated financial statements and schedule of EMCOR Group, Inc. and
subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 31, 2002, filed with the Securities and Exchange Commission.




Stamford, Connecticut                           /s/ Ernst & Young LLP
February 18, 2004


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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