FIFTH AMENDMENT TO THE LONG TERM INCENTIVE PLAN OF EMCOR GROUP, INC.

WHEREAS, the EMCOR Group, Inc. Long Term Incentive Plan was adopted in 2005 and has since been amended (the aforesaid plan, as amended, the LTIP);

    

WHEREAS, Section 8.1 of the LTIP provided that the Board of Directors of EMCOR Group, Inc. (the “Board”) may amend the LTIP, subject to the terms of Section 8.1; and

WHEREAS, the Board has determined that the LTIP shall be further amended as provide below;

NOW, THEREFORE, the Long Term Incentive Plan is hereby amended as follows:

1.    Section 2 is hereby amended to add the following paragraph to the definition of Earnings Per Share:

“Earnings Per Share” for a Three Year Applicable Period commencing on or after January 1, 2015 shall mean the aggregate of the diluted earnings per share of the Company’s Common Stock for each of such three years, as reported in the Company’s “Consolidated Statements of Operations” for such years in accordance with generally accepted accounting principles; provided, however, that in computing net income to arrive at any such year’s earnings per share there shall be excluded from the calculation of such net income (a) non-cash charges associated with the write-down of balance sheet values of assets, (b) investment banking, consulting, legal, and accounting fees and related disbursements directly associated with any proposed or consummated (i) acquisition or investment or (ii) sale or disposition of Company assets or securities, (c) the effect of any changes in statutory tax rates from those in effect on March 29, 2010, (d) restructuring charges due to sale or closure of a subsidiary’s business, (e) the cumulative effect of any change in accounting principles, (f) charges associated with withdrawal liabilities relating to multi-employer pension plans and lump sum type surcharges (as opposed to increases in hourly contribution rates) assessed by multi-employer pension plans, to ameliorate underfunding in their respective plans and (g) income or loss from discontinued operations; and provided further, however, that the Compensation Committee may, within the first 90 days of a Three Year Applicable Period, adjust any such period’s Earnings Per Share, to the extent permitted under Section 162(m) of the Code, to omit the impact on such Earnings Per Share of extraordinary items, gains or losses on the acquisition or disposal of a business, and/or unusual or infrequently occurring events and transactions.”

2.     Except as hereinabove amended, the LTIP, as previously amended, shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the 5^th day of March 2015.