Michael T. YONKER, Yonker,Age 62.63. For more than nine years prior to his retirement in June 1998, Mr. Yonker was President and Chief Executive Officer of Portec, Inc., a diversified industrial products company with operations in the construction equipment, materials handling and railroad products industries. He has been a directorone of the Companyour directors since October 25, 2002. Mr. Yonker is also a director of Modine Manufacturing Company Proliance International, Inc. and Woodward Governor Company. MEETINGS AND COMMITTEES

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
ELECTION TO THE BOARD OF DIRECTORS During 2005, the Board of Directors met nine times, and committees of the Board held thirteen meetings. Each director attended at least 95% of the meetings of the Board and committees on which he served during 2005. As provided in the Company's Corporate Governance Guidelines, each director is expected to attend all annual meetings of stockholders, and all but one director attended the 2005 Annual Meeting of Stockholders. The Company's Board has standing Audit, Compensation and Corporate Governance Committees comprised solely of independent directors. The members and the principal responsibilities of these committees are as follows: The Audit Committee, comprised of Messrs. Bershad, Brown, Bump and Hamm, among other things, is responsible for engaging (subject to ratification by stockholders), overseeing, and discharging, the independent auditors for the Company, setting their fees, reviewing the scope and audit procedures of the independent auditors, approving their audit and permitted non-audit services, reviewing with management and the independent auditors annual and quarter-annual financial statements, receiving periodic reports from the independent auditors and management regarding the auditors' independence, meeting with the Company's management and independent auditors on matters relating to, among other things, major issues regarding accounting principles and practices and financial statement presentation, the Company's risk assessment and risk management policies and major risk exposures, and the adequacy of the Company's internal audit controls, and reviewing the Company's internal auditing and accounting personnel. The Audit Committee met seven times during 2005. The Board has determined that each of the members of the Audit Committee, Messrs. Bershad, Brown, Bump, and Hamm, are "audit committee financial experts", within the meaning of the rules of the Securities and Exchange Commission. The Compensation Committee, comprised of Messrs. Bershad, Bump, Fried and Yonker, oversees the evaluation of the Company's management and reviews and advises the Board with respect to the qualifications of individuals identified as candidates for positions as the Company's Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, and General Counsel and for the position of chief executive officer of each subsidiary of the Company whose proposed annual base salary is $400,000 or more. It also reviews and approves corporate goals and objectives relevant to compensation for the Chief Executive Officer, evaluates his performance in light of those goals and objectives and, together with the other independent directors, has sole authority to determine his compensation level based on this evaluation. The Compensation Committee also is responsible for reviewing and approving, based on proposals made by the Chief Executive Officer, compensation for the other executive officers of the Company as well as the compensation of other officers and employees of the Company and each subsidiary whose proposed annual base salary is $400,000 or more and for approving, together with the other independent directors, any employment, severance or similar contracts for the executive officers of the Company and other officers and employees of the Company and each subsidiary whose annual base salary is $400,000 or more. The Compensation Committee also makes recommendations to the Board with respect to incentive compensation and equity-based plans for officers and other employees of the Company and administers those plans, and reviews executive development plans. During 2005, the Compensation Committee held four meetings. The Corporate Governance Committee, comprised of Messrs. Brown, Fried, Hamm and Yonker, is charged with leading the search for individuals qualified to become members of the Board, consistent with criteria approved by the Board and set forth in the Company's Corporate Governance Guidelines; recommending to the Board nominees for election to the Board; developing and overseeing an annual self-evaluation process for the Board and its committees; making recommendations with respect to corporate governance -4- guidelines, compensation and benefits for non-employee directors and matters relating to Board members' retirement and removal, the number, function and membership of Board committees, and directors and officer liability insurance and indemnity agreements between the Company and officers and directors. During 2005, the Corporate Governance Committee held two meetings. RECOMMENDATIONS FOR DIRECTOR CANDIDATES The Corporate Governance Committee will consider recommendations for candidates for Board membership suggested by Corporate Governance Committee members, other members of the Board of Directors and stockholders. A stockholder who wishes the Corporate Governance Committee to consider his/her recommendations for nominees for the position of director should submit his/her recommendations in writing to the Corporate Governance Committee in care of Secretary, EMCOR Group, Inc., 301 Merritt Seven, Norwalk, Connecticut 06851, together with whatever supporting material the stockholder considers appropriate. The material, at a minimum, should include such background and biographical material as will enable the Corporate Governance Committee to make an initial determination as to whether the prospective nominee satisfies the criteria for directors set out in the Company's Corporate Governance Guidelines. The Corporate Governance Guidelines are available at the Company's website at www.emcorgroup.com. A stockholder may also nominate director candidates by complying with the Company's bylaw provisions discussed below under "Other Matters-Stockholder Proposals." If the Corporate Governance Committee identifies a need to replace a current member of the Board, to fill a vacancy in the Board, or to expand the size of the Board, the process to be followed by the Committee to identify and evaluate candidates includes (a) consideration of those individuals recommended by stockholders as candidates for Board membership and those individuals recommended in response to requests for recommendations made of Board members and others, including those suggested by third party executive search firms retained by the Committee, from time to time, (b) meetings from time to time to evaluate biographical information and background material relating to candidates, and (c) interviews of selected candidates by members of the Committee. As provided in the Company's Corporate Governance Guidelines, in its assessment of each potential candidate, the Corporate Governance Committee is to consider the candidate's achievements in his or her personal career, experience, wisdom, integrity, ability to make independent analytical inquiries, and understanding of the business environment. The Committee will also take into account the willingness of a candidate to devote adequate time to Board duties. The Committee may also consider any other relevant factors that it may from time to time deem appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertise and the evaluation of all prospective nominees. DIRECTOR COMPENSATION For 2005, each non-employee director received, as an annual retainer, $30,000 payable in cash and $40,000 payable in options granted in January 2005 to purchase shares of Common Stock under the Company's 1997 Non-Employee Directors' Non-Qualified Stock Option Plan (the "1997 Directors' Option Plan"). The option grant consisted of options to purchase 10,584 shares at an exercise price of $22.47 per share, the fair market value of a share of Common Stock on the grant date, with a term of five years. One-fourth of the option grant became exercisable on the first day of each calendar quarter in 2005. In addition, pursuant to the terms of the Company's 2003 Non-Employee Directors' Non-Qualified Stock Option Plan (the "2003 Directors' Plan"), immediately following the 2005 Annual Meeting of Stockholders each non-employee director was granted an option to purchase 10,000 shares of Common Stock at $24.98 per share, the fair market value of a share of Common Stock on the grant date; all of these options became fully exercisable as of the date of grant and have a term of ten years. The foregoing option grant figures and exercise prices have been adjusted for the Company's 2-for-1 stock split effected February 10, 2006 (the "Split"). Until July 1, 2005, each non-employee director was also entitled to fees payable in cash for attending meetings of the Board of Directors, fees payable in cash for attending meetings of committees of the Board upon which he served and fees payable in cash for acting as Chairman of a committee of the Board. The fee -5- for participating in a Board meeting was $1,500, other than a telephonic meeting of the Board in which case the fee was $750; the fee for participating in a meeting of the Compensation Committee and the Corporate Governance Committee was $1,000, other than a telephonic meeting in which case the fee was $750; and the annual fee for acting as a Chairman of each such committee was $3,000. In addition, the fee each member of the Audit Committee received for attending Audit Committee meetings was $1,000 except for meetings of the Audit Committee at which the financial statements included in the Company's Form 10-K and Forms 10-Q were reviewed in which case the meeting fee was $1,500 and except for a telephonic meeting in which case the meeting fee was $750. The annual fee for acting as Chairman of the Audit Committee was $4,000. Effective July 1, 2005, the Board determined that no fees would be payable to directors for attendance at meetings of the Board or meetings of committees of the Board. However, members of the Audit Committee (other than the Chairman) receive an annual retainer of $5,000, and an annual fee of $10,000 is payable to the Chairman of the Audit Committee. In addition, an annual fee of $5,000 is payable to the Chairman of each other committee of the Board. For 2006, the annual retainer for each non-employee director is $100,000 per annum, of which $60,000 is payable in cash and $40,000 is payable in options under the Company's 1997 Directors' Option Plan or in shares of Common Stock under the Company's 2005 Stock Plan for Directors, as each director chose with respect to the calendar year 2006. Accordingly, in January 2006 three directors elected to receive shares under the Company's 2005 Stock Plan and, as adjusted for the Split, each was awarded 1,380 shares of Common Stock, of which 690 were delivered on the first business day in January 2006 and 690 will be delivered as of January 1, 2007 provided the director has served out his entire 2006 term. In addition, three directors chose in January 2006 to receive options under the 1997 Directors' Option Plan and, as adjusted for the Split, each was awarded an option for a five year term to purchase 6,354 shares at an exercise price of $35.58 per share, the fair market value of a share of Common Stock on the first business day of January 2006. One-quarter of the option is exercisable commencing with first day of each calendar quarter, commencing January 2006. In addition, each non-employee director will, in 2006, and in succeeding years, continue to be entitled to receive an annual option grant of 10,000 shares of Common Stock upon his election or re-election to the Board at the annual meeting of stockholders. The option exercise price will be the fair market value of a share of the Company's Common Stock on the grant date and the option will become fully exercisable as of the grant date for a term of 10 years. In connection with attendance at one annual Board meeting, each director is invited to include his spouse or other companion. The average cost to the Company per director for such spousal travel and related social gatherings in 2005 was approximately $3,250. -6- SECURITY OWNERSHIPEACH OF CERTAIN BENEFICIAL OWNERS The following table sets forth as of April 19, 2006 certain information regarding beneficial ownership of Common Stock by each person or group known by the Company to be a beneficial owner of more than five percent of the outstanding shares of Common Stock. Amount and Nature Percent Name and Address of Beneficial Owner of Beneficial Ownership Owned - ------------------------------------ ----------------------- ------- The TCW Group, Inc. .................... 2,253,776(1) 7.2% 86 South Figueroa Street Los Angeles, California 90017 Dimensional Fund Advisors, Inc. ........ 1,690,038(2) 5.4% 1299 Ocean Avenue Santa Monica, California 90401 Goldman Sachs Asset Management, L.P. ... 1,628,360(3) 5.2% 32 Old Slip New York, New York 10005 Barclays Global Investors, N.A. and .... 1,578,198(4) 5.0% Barclays Global Fund Advisors 45 Freemont Street San Francisco, California 94105 - ---------- (1) Based on a Schedule 13G Information Statement filed by The TCW Group, Inc. ("TCW") on behalf of the TCW Business Unit, which consists of TCW and its direct and indirect subsidiaries. The Schedule 13G discloses that the TCW Business Unit has shared power to dispose or to direct the disposition of 2,253,776 shares and has shared power to vote or direct to vote of 2,112,106 of such shares. (2) Based on a Schedule 13G Information Statement filed by Dimensional Fund Advisors Inc. ("Dimensional). The Schedule 13G discloses that Dimensional, a registered investment adviser, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts and that in its role as investment adviser or manager it possesses investment and/or voting power over the 1,690,038 shares owned by such entities and may be deemed to be the beneficial owner of such shares. (3) Based on a Schedule 13G Information Statement filed by Goldman Sachs Asset Management, L.P. ("GSAM"). The Schedule 13G discloses that GSAM has sole dispositive power with respect to the 1,628,360 shares and sole voting power to vote 1,241,560 of such shares. (4) Based on a Schedule 13G Information Statement filed by Barclays Global Investors, N.A. ("Barclays Investors") and Barclays Global Fund Advisors ("Barclays Advisors"). The Schedule 13G discloses that Barclays Investors has sole power to vote or direct the vote of 347,328 of the 1,578,198 shares and sole power to dispose or direct the disposition of 402,311 of such shares, and that Barclays Advisors has sole power to vote or direct the vote of 385,894 of the 1,578,198 shares and sole power to dispose or direct the disposition of 386,788 of such shares. It also discloses that the 1,578,198 shares are held in trust accounts for the economic beneficiaries of such accounts. -7- SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth as of April 19, 2006, certain information regarding the beneficial ownership of the Common Stock by each of the Company's directors, its Chief Executive Officer, each of the other four most highly compensated executive officers of the Company, and all its directors and executive officers as a group, for the fiscal year ended December 31, 2005. Except as otherwise noted, to the Company's knowledge, each of the persons listed below has sole voting power and investment power with respect to the shares listed next to his name. Amount and Nature of Name of Beneficial Owner Beneficial Ownership(1) Percent - ------------------------ ----------------------- ------- Frank T. MacInnis ........................... 1,381,254(2) 4.2% Stephen W. Bershad .......................... 135,166(3) * David A.B. Brown ............................ 101,166(3) * Larry J. Bump ............................... 67,168(3) * Albert Fried, Jr. ........................... 119,666(3) * Richard F. Hamm, Jr. ........................ 73,168(3) * Michael T. Yonker ........................... 70,034(3) * Tony J. Guzzi ............................... 104,894(2) * Sheldon I. Cammaker ......................... 267,320(2) * Leicle E. Chesser ........................... 331,535(2) 1.0% R. Kevin Matz ............................... 215,192(2) * All directors and executive officers as a group ................................ 3,043,887(4) 9.0% - ---------- * Represents less than 1%. (1) The information contained in the table reflects "beneficial ownership" as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended. All percentages set forth in this table have been rounded. (2) Includes in the case of Mr. MacInnis 1,098,214 shares, in the case of Mr. Guzzi 53,667 shares, in the case of Mr. Cammaker 237,558 shares, in the case of Mr. Chesser 257,558 shares, and in the case of Mr. Matz 173,705 shares, that may be acquired upon the exercise of presently exercisable options or options exercisable within 60 days of the date hereof. Also includes in the case of Mr. MacInnis 64,432 shares, in the case of Mr. Guzzi 22,768 shares, in the case of Mr. Cammaker 25,508 shares, in the case of Mr. Chesser 18,767 shares, and in the case of Mr. Matz 22,640 shares to be issued in respect of restricted stock units. (3) Includes in the case of Mr. Bershad 105,166 shares, in the case of Mr. Brown 99,166 shares, in the case of Mr. Bump 65,788 shares, in the case of Mr. Fried 105,166 shares, in the case of Mr. Hamm 71,788 shares, and in the case of Mr. Yonker 68,654 shares, that may be acquired upon exercise of presently exercisable options or options exercisable within 60 days of the date hereof. (4) Includes 2,492,606 shares that may be acquired upon the exercise of presently exercisable options or options exercisable within 60 days of the date hereof and 175,263 shares to be issued in respect of restricted stock units. -8- EXECUTIVE COMPENSATION SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION The following Summary Compensation Table sets forth the compensation awarded to, earned by or paid to, each of the Chief Executive Officer and the other four most highly compensated executive officers of the Company (collectively, the "named executive officers") during the fiscal years ended December 31, 2005, 2004 and 2003 for services rendered in all capacities to the Company and its subsidiaries. For information regarding the certain agreements between the Company and the named executive officers, see "Termination of Employment and Change of Control Arrangements" below.

SUMMARY COMPENSATION TABLE =========================================================================================================================== Annual Long Term Compensation Compensation Awards(4) ------------------------------------------------------------------------- Number of Restricted Securities Other Annual Stock Underlying All Other Bonus Compensation Award Options/ Compensation Salary (1)(2) (3) (5) SARs(6) (7) Name and Principal Position Year ($) ($) ($) ($) (#) ($) - ---------------------- ----- ------- --------- ------------ ---------- ---------- ------------ Frank T. MacInnis ................. 2005 840,000 1,763,979 29,492 -0- -0- 30,242 Chairman of the Board and 2004 820,000 913,590 29,953 -0- 148,258 30,242 Chief Executive Officer 2003 800,000 317,638 23,778 117,638 110,886 30,242 Tony J. Guzzi ..................... 2005 540,000 1,102,481 62,318 -0- -0- 93,656 President and 2004 100,962 1,342,750(9) 6,749 -0- 60,000 -0- Chief Operating Officer(8) Sheldon I. Cammaker ............... 2005 435,000 913,519 32,999 -0- -0- 25,123 Executive Vice President and 2004 420,000 264,374 40,358 32,921 45,590 25,123 General Counsel and Secretary 2003 410,000 236,043 36,709 29,409 34,098 25,123 Leicle E. Chesser ................. 2005 435,000 913,519 21,889 -0- -0- 24,459 Executive Vice President and 2004 420,000 312,955 34,178 61,744 45,590 24,459 Chief Financial Officer(10) 2003 410,000 245,885 23,129 48,524 34,098 24,459 R. Kevin Matz ..................... 2005 350,000 735,016 18,812 -0- -0- 11,072 Senior Vice President-- 2004 340,000 230,372 17,863 38,560 35,940 11,072 Shared Services 2003 315,000 221,245 30,938 34,784 24,950 11,072

- ---------- (1) The amounts reported under "Bonus" for 2004 and 2003 include the value of units that correspond to shares of Common Stock mandatorily deferred and credited to each named executive officer's account under the Company's Executive Stock Bonus Plan (the "Stock Bonus Plan") other than in the case of Mr. Guzzi, who did not participate in the Stock Bonus Plan. Pursuant to the Stock Bonus Plan, 25% of the annual bonus earned by each named executive officer was automatically credited to him in the form of a number of restricted stock units which equaled a number of shares of Common Stock valued at 85%of the fair market value of Common Stock as of the date the annual bonus was determined. The units are to be converted into shares of Common Stock and delivered to the executive officer on the earliest of (i) the first business day immediately following the day upon which the Company releases to the public generally its results in respect of the fourth quarter of the third year following the year in respect of which such units were issued, (ii) the executive officer's termination of employment for any reason or (iii) immediately prior to a "change of control" (as defined in the Stock Bonus Plan). Dividend equivalents are to be credited in the form of additional units (at a 15% discount) at the same rate as dividends, if any, are paid to all stockholders. The portion of the amount reported under "Bonus" for 2004 and 2003, respectively, associated with mandatory deferrals under the Stock Bonus Plan for each named executive officer, other than Mr. Guzzi, is as follows: Frank T. MacInnis--$257,340 and $117,638; Sheldon I. Cammaker--$82,374 and $73,543; Leicle E. Chesser--$102,955 and $80,885; and R. Kevin Matz--$74,132 and $72,245. Mr. Guzzi was granted 50,000 restricted stock units (as adjusted for the 2-for-1 stock split effected February 10, 2006) in October 2004 when he joined the Company, (a) 25,000 of which were converted into an equal number of shares of Common Stock on -9- March 1, 2005, the day after the Company released to the public generally its results for the fourth quarter of 2004, and (b) 25,000 of which were converted into an equal number of shares of Common Stock on February 24, 2006, the day after the Company released to the public generally its results for the fourth quarter of 2005. (2) The amounts reported under "Bonus" for 2005 include the value of Phantom Stock Units that correspond to the value of shares of Common Stock deferred and credited to each named executive officer's account under the Company's Incentive Plan for Senior Executive Officers (the "Senior Incentive Plan"). Pursuant to the Senior Incentive Plan, 20% of the annual bonus awarded to each such named executive officer is automatically credited to him in the form of a number of Phantom Stock Units which equal 125% of 20% of his annual bonus divided by the fair market value of a share of Common Stock as of March 6, 2006. The Phantom Stock Units will be converted into, and paid, in cash based on the number of such units multiplied by the fair market value of a share of Common Stock on the earliest of (i) March 6, 2008, (ii) six months following the executive officer's termination of employment for any reason other than by reason of his death or disability or (iii) generally, immediately prior to a "change of control" (as defined in the Senior Incentive Plan). Dividend equivalents are to be credited in the form of additional Phantom Stock Units (with the 125% increase) at the same rate that dividends, if any, are paid to all stockholders. The portion of the amounts reported under "Bonus" for 2005 associated with the deferrals under the Senior Incentive Plan for each named executive officer is as follows: Frank T. MacInnis $336,000; Tony J. Guzzi $210,000; Sheldon I. Cammaker $174,000; Leicle E. Chesser $174,000; R. Kevin Matz $140,000. (3) The personal benefits provided to the named executive officers did not exceed the disclosure threshold established by the Securities and Exchange Commission pursuant to applicable rules. Figures represent amounts reimbursed for the payment of taxes upon certain personal benefits and, in addition, in Mr. Guzzi's case, taxes upon his relocation costs included under the "All Other Compensation" column. (4) The column specified by Item 402(b) of Regulation S-K of the Securities and Exchange Commission to report Long Term Incentive Plan Payments has been excluded because the Company did not have any such plan during any portion of fiscal years 2005, 2004, and 2003. (5) The amounts reported under "Restricted Stock Award" for 2004 and 2003 represent the value of restricted stock units that correspond to shares of Common Stock voluntarily deferred and credited to a named executive officer's account under the Stock Bonus Plan. Pursuant to the Stock Bonus Plan, each named executive officer (other than Mr. Guzzi, who did not participate in the Stock Bonus Plan) was permitted at his election to cause all or part of his annual bonus not mandatorily deferred under the Stock Bonus Plan to be credited to him in the form of a number of such units which equaled a number of shares of Common Stock valued at 85% of the fair market value of Common Stock as of the date the annual bonus was determined. Any voluntary deferral election under the Stock Bonus Plan had to be made at least six months prior to the end of the calendar year in respect of which the bonus was to be payable. These units are to be converted into shares of Common Stock and delivered to the executive officer on the earliest of (i) the date elected by the executive officer but in no event earlier than the first business day immediately following the day 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 units were issued, (ii) the executive officer's termination of employment for any reason, or (iii) immediately prior to a "change of control." Dividend equivalents are credited in the form of additional units (at a 15% discount) at the same rate as dividends, if any, are paid to all stockholders. The total holdings of shares of Common Stock represented by the aforementioned units, including units granted in 2005 in respect of 2004, and the aggregate market value of such underlying shares as of December 30, 2005, as adjusted for the 2-for-1 stock split effected February 10, 2006 ($33.77 per share), for each of the named executive officers (other than Mr. Guzzi) is as follows: Frank T. MacInnis--27,531 shares, $929,722; Sheldon I. Cammaker--8,959 shares, $302,545; Leicle E. Chesser--13,098 shares, $442,319; and R. Kevin Matz--8,670 shares, $292,786. (6) The awards set forth in this column are of stock options only, as adjusted for the 2-for-1 stock split effected February 10, 2006. The Company did not award stock appreciation rights. (7) The amounts reported in this column include insurance premiums paid by the Company with respect to term life insurance for the benefit of each named executive officer (other than Mr. Guzzi, who did not have such insurance coverage) and matching contributions made by the Company under the Company's 401(k) Savings Plan, for the account of each named executive officer, and in addition, with respect to 2003, contributions paid by the Company pursuant to the then retirement account part of the Company's 401(k) Savings Plan for the account of each named executive officer. Mr. Guzzi did not participate in the Company's 401(k) Savings Plan during 2004, the year in which he joined the Company. The amounts reported in this column for Mr. Guzzi include reimbursement for relocation costs. (8) Mr. Guzzi was elected President and Chief Operating Officer of the Company on October 25, 2004. (9) Includes for 2004, Mr. Guzzi's signing bonus of $200,000 and, as adjusted for the 2-for-1 stock split effected February 10, 2006, a grant of 50,000 restricted stock units entitling him to an equal number of shares of Common Stock with a value as of the grant date of $967,750. (10) Effective April 3, 2006, Mr. Chesser resigned his position as Executive Vice President and Chief Financial Officer and was elected Vice-Chairman. -10- STOCK OPTIONS AND STOCK APPRECIATION RIGHTS The following table sets forth certain information concerning certain grants to the named executive officers of stock options during fiscal 2005, as adjusted for the 2-for-1 stock split effected February 10, 2006. As indicated under the Summary Compensation Table above, the Company did not grant stock appreciation rights ("SARs") of any kind. OPTION GRANTS IN LAST FISCAL YEAR

Grant Date Individual Grants Value ------------------------------------------------------------ ---------- Number of % of Total Securities Options Underlying Granted to Exercise or Grant Date Options Employees in Base Price Expiration Present Granted#(1) Fiscal Year ($/Sh)(2) Date Value($)(3) ---------- ------------ ----------- --------------- ---------- Frank T. MacInnis ........... 184,000 29% $22.54 January 3, 2015 $2,230,063 Tony J. Guzzi ............... 101,000 16% $22.54 January 3, 2015 $1,224,111 Sheldon I. Cammaker ......... 67,400 11% $22.54 January 3, 2015 $ 816,882 Leicle E. Chesser ........... 67,400 11% $22.54 January 3, 2015 $ 816,882 R. Kevin Matz ............... 54,600 9% $22.54 January 3, 2015 $ 661,747

- ---------- (1) The options referred to in this table have a ten-year term and are exercisable one-third on or after each of the first three anniversaries of the grant date. (2) The stock option exercise price for a share of Common Stock is the fair market value of a share of Common Stock on the date of grant. No SARs, performance units or other instruments were granted in tandem with the stock options reported herein. (3) Present value was calculated using the Black-Scholes option-pricing model which involves an extrapolation of future price levels based solely on past performance. The present value as of the date of grant, calculated using the Black-Scholes method, is based on assumptions about future interest rates, dividend yield, stock price volatility, and exercise dates. In calculating the present value as of the date of grant of the options reported in the table, the Company assumed an interest rate of 3.84% per annum, an annual dividend yield of zero, volatility of 35.9%, and an exercise date at the end of option term in 2015. There is no assurance that these assumptions will prove to be true in the future. The actual value, if any, that may be realized by each individual will depend on the future market price of the Common Stock and cannot be forecasted accurately by application of an option-pricing model. OPTION EXERCISES AND HOLDINGS The following table sets forth certain information concerning unexercised options to purchase Common Stock held at the end of fiscal year 2005 by the named executive officers and the exercise of options by the named executive officers during fiscal year 2005, in each case as adjusted for the 2-for-1 stock split effected February 10, 2006. No named executive officer holds any SARs. AGGREGATED OPTION EXERCISES FISCAL 2005 AND FISCAL 2005 YEAR-END OPTION VALUES

Value of Unexercised Number of Unexercised In-the-Money Options at Options at Shares Value FY-End (#) FY-End ($)(1) Acquired on Realized Exercisable/ Exercisable/ Name Exercise (#) ($) Unexercisable Unexercisable - ----- ------------ -------- --------------------- ---------------------- Frank T. MacInnis ............ 311,434 $6,702,060 999,815/258,129 $18,428,638/$2,944,737 Tony J. Guzzi ................ None 20,000/141,000 $ 288,600/$1,711,430 Sheldon I. Cammaker .......... 30,000 $ 636,512 223,693/90,195 $ 3,437,866/$1,027,011 Leicle E. Chesser ............ 93,000 $1,984,620 223,693/90,195 $ 3,437,866/$1,027,011 R. Kevin Matz ................ 3,400 $ 70,873 190,520/72,570 $ 3,140,649/$826,103

- ---------- (1) For purposes of this column, value is calculated based on the aggregate amount of the excess of $33.77 (the closing price of the Common Stock as reported on the New York Stock Exchange on December 31, 2005) over the relevant exercise price for a share of Common Stock with respect to the options, in each case as adjusted for the 2-for-1 stock split. -11- THE ABOVE-NAMED NOMINEES.

EQUITY COMPENSATION PLANSPLAN INFORMATION

     The following table summarizes, as of December 31, 2005,2006, equity compensation plans that were approved by stockholdersStockholders and equity compensation plans that were not approved by stockholders.Stockholders. The information in the table and in the notes thereto have been adjusted for the 2-for-1 stock split effected on February 10, 2006.

Employee Options

     The Employee Options referred to in note (1)(2) to the immediately preceding table under Equity Compensation Plan Information (the "Table"“Table”) vest over three years in equal annual installments, commencing with the first anniversary of the date of grant of the Employee Options. The Company'sOur Board of Directors granted such

-36-

           \/   (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)   \/
- --------------------------------------------------------------------------------


   PROXY                                                                PROXY

                          EMCOR GROUP, INC.

                   ANNUAL MEETING OF STOCKHOLDERS
                            JUNE 15, 200620, 2007

            The undersigned hereby appoints Frank T. MacInnis,  Sheldon I.
      Cammaker  and  Leicle E. Chesser,Mark  A.  Pompa, and each of them, with full power to
      act  without  the  other  and with full  power of  substitution,  as
      proxies to represent and to vote, as directed herein, all shares the
      undersigned  is  entitled  to  vote  at the  annual  meeting  of the
      stockholders  of  EMCOR  Group,  Inc.  to be held  in the  Ballroom,
      Regency Hotel, 540 Park Avenue, New York, New York on Thursday, June
      15, 200620, 2007 at 10:00 A.M. (local time), and all adjournments thereof.

            PLEASE MARK,  DATE AND SIGN THIS PROXY ON THE REVERSE SIDE AND
      RETURN IT PROMPTLY USING THE ENCLOSED POSTAGE PREPAID ENVELOPE.

            THIS PROXY IS SOLICITED ON BEHALF OFTHEBOARDOFDIRECTORS.OF THE BOARD OF DIRECTORS.

            UNLESS  OTHERWISE  MARKED,  THE  PROXIES  ARE  APPOINTED  WITH
      AUTHORITY  TO VOTE  "FOR"  ALL  NOMINEES  FOR  ELECTION,  "FOR"  THE
      AMENDMENT TO THE 2005 MANAGEMENT STOCK2007 INCENTIVE PLAN, AND "FOR" THE APPOINTMENT OF ERNST & YOUNG  LLP
      AS INDEPENDENT AUDITORS.

      (Continued and to be signed on the reverse side.)


                     EMCOR GROUP, INC.
                     P.O. BOX 11343
                     NEW YORK, N.Y. 10203-0343




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                                                            PROXY BY MAIL
SIGN, DATE AND RETURN THE              [X]
PROXY CARD PROMPTLY USING    Votes must be indicated
THE ENCLOSED ENVELOPE.      (x) in Black or Blue Ink.

BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM 1, AND "FOR" ITEMS 2 AND 3.

1. ELECTION OF DIRECTORS
                                                                                                             FOR    AGAINST  ABSTAIN
FOR all nominees  _       WITHHOLD AUTHORITY to vote      _                   _                               _        _        _
listed below     |_|      for all nominees listed below  |_|     EXCEPTIONS  |_|    2. Approval of the       |_|      |_|      |_|
                                                                                       Amendment to the
Nominees: F. MacInnis, S. Bershad, D. Brown, L. Bump, A. Fried, R. Hamm, M. Yonker     2005 Management
                                                  \/   DETACH PROXY CARD HERE   \/
- ------------------------------------------------------------------------------------------------------------------------------------

                                                            PROXY BY MAIL
SIGN, DATE AND RETURN THE              [X]
PROXY CARD PROMPTLY USING    Votes must be indicated
THE ENCLOSED ENVELOPE.      (x) in Black or Blue Ink.

BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM 1, AND "FOR" ITEMS 2 AND 3.

1. ELECTION OF DIRECTORS
                                                                                                             FOR    AGAINST  ABSTAIN
FOR all nominees  _       WITHHOLD AUTHORITY to vote      _                   _                               _        _        _
listed below     |_|      for all nominees listed below  |_|     EXCEPTIONS  |_|    2. Approval of the       |_|      |_|      |_|
                                                                                       2007 Incentive
Nominees: F. MacInnis, S. Bershad, D. Brown, L. Bump, A. Fried, R. Hamm, M. Yonker     Plan.
(INSTRUCTIONS: To withhold authority to vote for any individual nominees, mark the     Stock Incentive Plan.
"Exceptions" box and write that nominee's name in the space provided below.)                                  _        _        _
                                                                                    3. Appointment of        |_|      |_|      |_|
- ----------------------------------------------------------------------------------     Ernst & Young as
                                                                                       Independent Auditors.

                                                                                                              _
                                                                                    To change your address,  |_|
                                                                                    please mark this box.


                                                                                                              _
                                                                                    To include any comments, |_|
- ----------------------------------------------------------------------------------  please mark this box.

                                                                                    Sign, Date and Return the
                                                                                    Proxy Card Promptly Using
                                                                                    the Enclosed Envelope



SHARE OWNER SIGN HERE _____________________________________ CO-OWNER SIGN HERE __________________________________ DATE______________

In their discretion to vote upon other matters that may properly come before the meeting. Please sign exactly as your name appears
to the left. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held
jointly, each holder should sign.