EMCOR GROUP INC
EMPLOYMENT AGREEMENT LEICLE CHESSER
<DOCUMENT>
<TYPE>EX-10.(C)
<SEQUENCE>5
<FILENAME>c23256_ex10-c.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT LEICLE CHESSER
<TEXT>

                                                                  Exhibit 10.(c)

                              EMPLOYMENT AGREEMENT

              THIS  AGREEMENT  made as of January 1, 2002 by and  between  EMCOR
GROUP, INC. (the "Company") and LEICLE E. CHESSER ("Executive").

              In order to induce  Executive to serve as Executive Vice President
and the Chief Financial  Officer of the Company,  the Company desires to provide
Executive with compensation and other benefits under the conditions set forth in
this Agreement.

              Executive  is willing  to accept  such  employment  and to perform
services  for the  Company  and its  subsidiaries,  on the terms and  conditions
hereinafter set forth.

              It is  therefore  hereby  agreed by and  between  the  parties  as
follows:

              1.     EMPLOYMENT.

              1.1    Subject to the terms and conditions of this Agreement,  the
Company  agrees  to  employ  Executive  during  the  Period  of  Employment  (as
hereinafter  defined) as an Executive  Vice  President  and the Chief  Financial
Officer of the Company.  In his capacity as Executive  Vice  President and Chief
Financial  Officer of the Company,  Executive  shall have the customary  powers,
responsibilities   and  authorities  of  executive  vice  presidents  and  chief
financial  officers of similar  corporations of the size, type and nature of the
Company  as it may exist  from time to time,  subject  to the  direction  of the
Chairman of the Board of  Directors  (the  "Board") of the Company and the Chief
Executive Officer of the Company (the "Chairman").

              1.2    Subject  to the  terms  and  conditions  hereof,  Executive
hereby  agrees to be  employed  as an  Executive  Vice  President  and the Chief
Financial  Officer of the Company  and shall  devote his full  working  time and
efforts,  to the best of his ability,  experience and talent, to the performance
of the services,  duties and  responsibilities in connection  therewith.  Except
upon the prior written  consent of the Chairman,  Executive  will not during the
Period of Employment (i) accept any other employment or (ii) engage, directly or
indirectly, in any other business activity (whether or not pursued for pecuniary
advantage),  whether  or not it may be  competitive  with,  or whether or not it
might  place  him in a  competing  position  to  that  of,  the  Company  or any
subsidiary thereof.  Nothing in this Agreement shall preclude the Executive from
(i) engaging,  consistent  with his duties and  responsibilities  hereunder,  in
charitable  community  affairs,  (ii) managing his personal  investments,  (iii)
continuing to serve on the boards of directors on which he presently  serves (to
the extent such service is not  precluded by federal or state law or by conflict
of  interest  by reason of his  position  with the  Company),  or (iv)  serving,
subject to approval of the Chairman, as a member of boards of directors of other
companies,  provided, that such activities do not interfere with the performance
of Executive's duties hereunder.

              2.     PERIOD OF  EMPLOYMENT.  Executive's  period  of  employment
hereunder shall commence on January 1, 2002 (the "Commencement  Date") and shall
continue  through the earlier of  December  31, 2004 or the date of  termination
hereunder (the "Period of Employment");  PROVIDED,  HOWEVER,  that the Period of
Employment  shall  automatically  be extended for  successive  one-year  periods
unless the Company or  Executive,  at least six months  prior to the end of such
period,  provides  written notice to the other party of intent not to extend the
Period  of  Employment.  Notwithstanding  anything  in  this  Agreement  to  the
contrary,

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in the event of a Change of Control (as defined in Section 6.1(e)) the Period of
Employment  shall be for a period of three  years  commencing  as of the date of
such Change of Control.

              3.     COMPENSATION.

              3.1    SALARY.  The  Company  shall pay  Executive  a base  salary
("Base  Salary") at the rate of $410,000 per annum for the Period of Employment.
Base Salary shall be payable in accordance with the ordinary  payroll  practices
of the Company.  Executive's rate of Base Salary shall be increased on the first
day of each calendar year occurring  during the Period of Employment,  beginning
with  January  1, 2003,  by the  percentage  increase  for the prior year in the
consumer  price index for the area in which the principal  office of the Company
is located,  as  determined by the U.S.  Department  of Commerce,  or the amount
specified by the Board, whichever is greater.

              3.2    BONUS.  In addition to his Base Salary,  Executive shall be
entitled, while he remains employed hereunder, in respect of each calendar year,
to an annual  bonus (the  "Bonus")  payable in cash and at such times as bonuses
are customarily paid to senior executives of the Company;  provided that so long
as the Company's  Executive Stock Bonus Plan (the "Plan") shall remain in effect
and  the  Executive  shall  be  designated  a  participant  therein,  25% of the
Executive's  Bonus shall be payable in restricted stock units in accordance with
the Plan and the Executive,  in accordance with the terms of the Plan, may elect
to receive a greater percentage of his Bonus in restricted stock units. For each
calendar year during the Period of Employment,  the amount of the Bonus shall be
determined by the  Compensation  Committee of the Board of Directors in its sole
discretion.

              3.3    STOCK  OPTIONS.  (a) The  Executive  is hereby  granted  an
option with a ten-year term to purchase 17,500 shares of common stock ("Shares")
of the Company at $46.35 per Share.  The  Executive  also shall be granted as of
the  first  business  day of 2003 and 2004 an  option  with a  ten-year  term to
purchase  Shares at the then fair market value of a Share;  the number of Shares
subject to each  option  granted in 2003 and 2004,  respectively,  shall be that
number  determined by dividing 75% of  Executive's  base salary for such year by
the value of an option as of the first  business  day of such year,  which value
shall be that computed in accordance  with the  methodology  of valuing  options
under the 1997  Non-Employee  Directors'  Non-Qualified  Stock Option Plan. Each
option  referred  to herein  shall be  exercisable  with  respect  to the Shares
subject thereto as follows: one-fourth on or after the date of grant, one-fourth
on or after the first  anniversary of the date of grant,  one-fourth on or after
the second anniversary of the date of grant, and one-fourth on or after the last
business day of the calendar year immediately  preceeding the third  anniversary
of the date of grant. In the event of the Executive's  termination of employment
under Section 6.1, each such option shall become immediately exercisable in full
and shall remain exercisable for the balance of its ten-year term.

              (b)    In addition,  Executive was granted on December 14, 2001 an
option with a ten-year term to purchase  25,900 Shares at $41.70 per share which
option  is  immediately  exercisable  in full and  remains  exercisable  for the
balance of its ten-year term.

              4.     EMPLOYEE BENEFITS.

              4.1    EMPLOYEE  BENEFIT  PLANS AND  PROGRAMS.  The Company  shall
provide  Executive  during  the Period of  Employment  with  coverage  under any
employee benefit programs,  plans and practices  (commensurate with his position
in the  Company)  in  accordance

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<PAGE>


with the terms thereof, which the Company currently makes available generally to
its senior executive officers, or which the Company, with Board approval, elects
to  make  available  generally  to  its  senior  executive  officers  hereafter,
including,  but not limited to (a) retirement,  pension and profit-sharing;  and
(b)  medical,  dental,  hospitalization,  life  insurance,  short and  long-term
disability,  accidental death and  dismemberment  and travel accident  coverage;
provided that  Executive  shall pay such portion of the premiums  therefor as is
customarily paid by senior executives of the Company.

              4.2    VACATION,  FRINGE AND OTHER  BENEFITS.  Executive  shall be
entitled to the number of vacation days customarily  accorded senior  executives
of the Company. In addition, during the Period of Employment,  the Company shall
pay  Executive  $870 per month for leasing  (plus  maintenance,  insurance,  and
property  taxes)  of an  automobile  and shall  make the  initial  capital  cost
reduction  payment with respect to the leasing of such automobile on Executive's
behalf.  The Company shall also reimburse  Executive for (a) all initiation fees
and monthly dues for membership in a club suitable for  entertaining  clients of
the Company and (b) all legal expenses  incurred by Executive in connection with
the negotiation and drafting of this Agreement.  The Company shall bear the cost
of any  increased tax  liability of Executive  caused by the  provisions of this
Section 4.2.

              4.3    LIFE INSURANCE.  The Company shall obtain, at the Company's
expense,  insurance on the life of the Executive in the amount of $2,460,000 for
the first twelve months of the Period of  Employment,  $1,640,000 for the second
twelve months of the Period of Employment, and $820,000 for the remainder of the
Period of Employment.  The proceeds of such life  insurance  shall be payable to
such  beneficiary or  beneficiaries as shall be selected by the Executive at any
time or from time to time.  The Company shall bear the cost of any increased tax
liability of Executive caused by the provisions of this Section 4.3.

              5.     DIRECTORS AND OFFICERS LIABILITY. The Company shall keep in
effect during and after the Period of  Employment,  a policy of  directors'  and
officers'  liability insurance for officers and directors of the Company at such
reasonable  amount of coverage as is agreed to by  Executive  and the Board from
time to time and which insurance policy shall be on a claims-made basis.

              6.     TERMINATION OF EMPLOYMENT.

              6.1    TERMINATION  NOT FOR CAUSE OR RESIGNATION  FOR GOOD REASON.
(a) The Company may terminate Executive's  employment at any time, and Executive
may  terminate  his  employment  at  any  time.  If  Executive's  employment  is
terminated  by the Company  other than for Cause (as  hereinafter  defined),  or
Executive  terminates his employment for Good Reason (as  hereinafter  defined),
Executive  shall be  entitled  to  receive a lump sum cash  payment  (but not in
substitution for compensation already earned) in an amount equal to the sum of:

              (i)    the  product of two times the sum of (A)  Executive's  Base
                     Salary  at  its   current   annual  rate  at  the  time  of
                     termination  of  employment  plus (B)  Executive's  "Deemed
                     Bonus" (as defined below);

              (ii)   an amount equal to Executive's Bonus, for any calendar year
                     ending  before such  termination  occurs,  which would have
                     been payable had Executive remained in employment until the
                     date such Bonus would otherwise have been paid; and

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              (iii)  an amount equal to Executive's Deemed Bonus multiplied by a
                     fraction,  the  numerator of which is the number of days in
                     the calendar  year in which the  termination  of employment
                     occurs that  Executive was an employee of the Company,  and
                     the denominator of which is 365.

              In the event of a  termination  of  Executive's  employment by the
Company  other than for Cause or by the  Executive  for Good Reason  following a
Change of Control,  the factor of two in subsection 6.1(a)(i) shall be increased
to three.

              For purposes of subsections  6.1(a)(i) and (iii),  6.2(a) and 6.3,
the amount of the Deemed Bonus shall be the highest  Bonus paid to Executive for
any year he has been employed by the Company.

              (b)    In addition to the amounts described in subsection  6.1(a),
Executive shall be entitled to receive:

              (i)    until the earlier of the  Expiration  Date (as that term is
                     hereafter   defined)   or  18  months   from  the  date  of
                     termination,  Executive  (and,  to the  extent  applicable,
                     Executive's  dependents)  shall continue to be covered,  at
                     the Company's expense, under the Company's medical,  dental
                     and  hospitalization  coverage plans, and until the earlier
                     of the  Expiration  Date  or 6  months  from  the  date  of
                     termination, Executive shall continue to be covered, at the
                     Company's  expense,  under the Company's group life,  short
                     and   long-term    disability,    accidental    death   and
                     dismemberment  and travel accident coverage plans described
                     in  Section  4.1 hereof or the  Company  will  provide  for
                     equivalent  coverage (the term "Expiration Date" shall mean
                     the  later  of  (i)  December  31,  2004,  (ii)  the  third
                     anniversary  of a Change of Control of the Company or (iii)
                     the date that a succeeding  one-year  Period of  Employment
                     (as provided for under Section 2 hereof) terminates); and

              (ii)   all payments to which Executive has vested rights as of the
                     Expiration   Date  under  employee   benefit,   disability,
                     insurance  and  similar  plans which  provide for  payments
                     beyond the Period of Employment.

              (c)    For purposes of this  Agreement,  "Good  Reason" shall mean
any of the following (without Executive's express prior written consent):

              (i)    The  assignment  to  Executive  by the  Company  of  duties
                     inconsistent    with   Executive's    positions,    duties,
                     responsibilities,  titles or office as set forth in Section
                     1 hereof,  or any reduction by the Company of his duties or
                     responsibilities  or any  removal  of  Executive  from  the
                     position of Executive  Vice  President and Chief  Financial
                     Officer,  except  in  connection  with the  termination  of
                     Executive's  employment  (A)  upon the  termination  of the
                     Period of Employment on the Expiration Date, (B) for Cause,
                     (C) as a result of  Executive's  Permanent  Disability  (as
                     hereinafter  defined)  or death or (D) by  Executive  other
                     than for Good Reason;

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<PAGE>


              (ii)   A reduction by the Company in Executive's  Base Salary,  as
                     in  effect  on  the  date  hereof  or as  the  same  may be
                     increased   from  time  to  time   during   the  Period  of
                     Employment;

              (iii)  The  failure  by  the   Company  to  obtain  the   specific
                     assumption of this  Agreement by any successor or assign of
                     the Company or any person  acquiring  substantially  all of
                     the Company's assets;

              (iv)   Failure by the Company to perform in any  material  respect
                     its obligations  under this  Agreement,  where such failure
                     shall not have been remedied within 30 days after Executive
                     shall have notified the Company in writing thereof;

              (v)    Any  material  reduction  in  Executive's  compensation  or
                     benefits  following  a Change  of  Control  or  Executive's
                     principal  business  location is changed to a location more
                     than 30 miles from Executive's  principal business location
                     (other than a relocation to the Borough of  Manhattan,  New
                     York, New York) immediately prior to a Change of Control;

              (vi)   The  Company  shall  cease to keep in effect  the policy of
                     directors' and officers'  liability insurance for Executive
                     described in Section 5; or

              (vii)  The termination of the Indemnity Agreement, effective as of
                     April 20, 1995, between Executive and the Company.

              (d)(i) Anything in this Agreement to the contrary notwithstanding,
                     if  it is  determined  (as  hereafter  provided)  that  any
                     payment  or  distribution  by the  Company  to or  for  the
                     benefit  of the  Executive,  whether  paid  or  payable  or
                     distributed or distributable  pursuant to the terms of this
                     Agreement  or  otherwise  pursuant  to or by  reason of any
                     other  agreement,  policy,  plan,  program or  arrangement,
                     including  without  limitation  any  stock  option,   stock
                     appreciation  right  or  similar  right,  or the  lapse  or
                     termination  of  any  restriction  on  or  the  vesting  or
                     exercisability  of any of the  foregoing  (a  "Payment")  ,
                     would be subject to the excise tax imposed by Section  4999
                     of the  Internal  Revenue  Code of 1986,  as  amended  (the
                     "Code") (or any successor  provision  thereto) by reason of
                     being  "contingent  on a change in ownership or control" of
                     the Company, within the meaning of Section 28OG of the Code
                     (or any successor  provision thereto) or to any similar tax
                     imposed by state or local law, or any interest or penalties
                     with  respect  to  such  excise  tax  (such  tax or  taxes,
                     together  with  any  such  interest  and   penalties,   are
                     hereafter  collectively  referred to as the "Excise Tax") ,
                     then  the  Executive   shall  be  entitled  to  receive  an
                     additional payment or payments (a "Gross-Up Payment") in an
                     amount such that,  after  payment by the  Executive  of all
                     taxes  (including  any interest or  penalties  imposed with
                     respect to such taxes),  including any Excise Tax,  imposed
                     upon the Gross-Up Payment,  the Executive retains an amount
                     of the  Gross-Up  Payment  equal to the Excise Tax  imposed
                     upon the Payments.

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<PAGE>


              (ii)   Subject to the provisions of Section  6(d)(i)  hereof,  all
                     determinations required to be made under this Section 6(d),
                     including whether an Excise Tax is payable by the Executive
                     and the amount of such  Excise  Tax and  whether a Gross-Up
                     Payment  is  required  and  the  amount  of  such  Gross-Up
                     Payment, shall be made by the nationally recognized firm of
                     certified public  accountants (the "Accounting  Firm") used
                     by the Company  prior to the Change of Control (or, if such
                     Accounting  Firm  declines to serve,  the  Accounting  Firm
                     shall be a nationally  recognized firm of certified  public
                     accountants selected by the Executive). The Accounting Firm
                     shall be directed by the Company or the Executive to submit
                     its determination and detailed  supporting  calculations to
                     both the Company and the Executive  within 15 calendar days
                     after the date the Executive's  employment is terminated by
                     the  Executive for Good Reason or by the Company other than
                     for Cause (the "Termination Date"), if applicable,  and any
                     other such time or times as may be requested by the Company
                     or the Executive.  If the Accounting  Firm  determines that
                     any Excise Tax is payable  by the  Executive,  the  Company
                     shall pay the required  Gross-Up  Payment to the  Executive
                     within   five   business   days   after   receipt  of  such
                     determination  and  calculations.  If the  Accounting  Firm
                     determines  that no Excise Tax is payable by the Executive,
                     it shall, at the same time as it makes such  determination,
                     furnish  the   Executive   with  an  opinion  that  he  has
                     substantial  authority  not to report any Excise Tax on his
                     federal,  state,  local  income  or other tax  return.  Any
                     determination  by the  Accounting  Firm as to the amount of
                     the Gross-Up  Payment shall be binding upon the Company and
                     the  Executive.  As a  result  of  the  uncertainty  in the
                     application  of Section 4999 of the Code (or any  successor
                     provision   thereto)   and  the   possibility   of  similar
                     uncertainty  regarding applicable state or local tax law at
                     the  time  of  any  determination  by the  Accounting  Firm
                     hereunder,  it is possible that Gross-Up Payments that will
                     not have been made by the Company should have been made (an
                     "Underpayment")  consistent with the calculations  required
                     to be  made  hereunder.  In  the  event  that  the  Company
                     exhausts  or fails  to  pursue  its  remedies  pursuant  to
                     Section  6(d)(vi)  hereof and the  Executive  thereafter is
                     required to make a payment of any Excise Tax, the Executive
                     shall direct the Accounting Firm to determine the amount of
                     the  Underpayment  that  has  occurred  and to  submit  its
                     determination and detailed supporting  calculations to both
                     the Company and the Executive as promptly as possible.  Any
                     such Underpayment shall be promptly paid by the Company to,
                     or for the benefit of, the  Executive  within five business
                     days after receipt of such  determination and calculations.
                     If payments  required  pursuant to this Section 6(d)(ii) to
                     be made by the Company to the Executive are not made within
                     such five day period,  the Company  shall pay the Executive
                     interest thereon at the rate of 10% per annum.

              (iii)  The  Company  and the  Executive  shall  each  provide  the
                     Accounting Firm access to and copies of any books,  records
                     and  documents  in the  possession  of the  Company  or the
                     Executive,  as the case may be, reasonably requested by the
                     Accounting   Firm,   and  otherwise   cooperate   with  the
                     Accounting  Firm in  connection  with the  preparation  and
                     issuance  of  the  determination  contemplated  by  Section
                     6(d)(ii) hereof.

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<PAGE>


              (iv)   The  federal,  state and local  income or other tax returns
                     filed by the  Executive and the Company (or any filing made
                     by a  consolidated  tax group which  includes  the Company)
                     shall be prepared and filed on a consistent  basis with the
                     determination  of the  Accounting  Firm with respect to the
                     Excise Tax payable by the  Executive.  The Executive  shall
                     make proper payment of the amount of any Excise Tax and, at
                     the request of the Company, provide to the Company true and
                     correct copies (with any  amendments) of his federal income
                     tax return as filed with the Internal  Revenue  Service and
                     corresponding state and local tax returns, if relevant,  as
                     filed with the applicable taxing authority,  and such other
                     documents reasonably  requested by the Company,  evidencing
                     such  payment.  If prior to the  filing of the  Executive's
                     federal income tax return, or corresponding  state or local
                     tax return,  if relevant,  the Accounting  Firm  determines
                     that the amount of the Gross-Up  Payment should be reduced,
                     the  Executive  shall within five  business days pay to the
                     Company the amount of such reduction.

              (v)    The  fees  and  expenses  of the  Accounting  Firm  for its
                     services  in  connection   with  the   determinations   and
                     calculations contemplated by Sections 6 (d)(ii) and (d)(iv)
                     hereof  shall  be borne by the  Company.  If such  fees and
                     expenses  are  initially  advanced  by the  Executive,  the
                     Company  shall  reimburse  the Executive the full amount of
                     such fees and  expenses  within  five  business  days after
                     receipt  from the  Executive  of a statement  therefor  and
                     reasonable   evidence  of  his  payment  thereof.  If  such
                     reimbursement  is not made by the Company to the  Executive
                     within such  five-day  period,  the  Company  shall pay the
                     Executive interest thereon at the rate of 10% per annum.

              (vi)   The  Executive  shall  notify the Company in writing of any
                     claim by the Internal  Revenue Service that, if successful,
                     would  require  the  payment  by the  Company of a Gross-Up
                     Payment.  Such  notification  shall be given as promptly as
                     practicable  but no later than 10  business  days after the
                     Executive  actually  receives  notice of such claim and the
                     Executive  shall further  apprise the Company of the nature
                     of such claim and the date on which such claim is requested
                     to be paid  (in  each  case,  to the  extent  known  by the
                     Executive). The Executive shall not pay such claim prior to
                     the earlier of (a) the  expiration  of the  30-calendar-day
                     period  following the date on which he gives such notice to
                     the  Company  and (b) the date that any  payment  of amount
                     with respect to such claim is due. If the Company  notifies
                     the  Executive in writing  prior to the  expiration of such
                     period that it desires to contest such claim, the Executive
                     shall:

                     (A)    provide  the  Company  with any  written  records or
                            documents in his  possession  relating to such claim
                            reasonably requested by the Company;

                     (B)    take such action in connection  with contesting such
                            claim as the  Company  shall  reasonably  request in
                            writing  from  time  to  time,   including   without
                            limitation   accepting  legal   representation  with

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<PAGE>


                            respect to such claim by an  attorney  competent  in
                            respect  of  the  subject   matter  and   reasonably
                            selected by the Company;

                     (C)    cooperate  with the  Company  in good faith in order
                            effectively to contest such claim; and

                     (D)    permit the Company to participate in any proceedings
                            relating to such claim;

                     provided,  however,  that the  Company  shall  bear and pay
                     directly  all costs and  expenses  (including  interest and
                     penalties)  incurred in  connection  with such  contest and
                     shall  indemnify  and hold  harmless the  Executive,  on an
                     after-tax  basis,  for and against any Excise Tax or income
                     tax, including interest and penalties with respect thereto,
                     imposed as a result of such  representation  and payment of
                     costs  and   expenses.   Without   limiting  the  foregoing
                     provisions  of this  Section 6 (d)(vi),  the Company  shall
                     control  all  proceedings  taken  in  connection  with  the
                     contest of any claim contemplated by this Section 6 (d)(vi)
                     and, at its sole  option,  may pursue or forego any and all
                     administrative   appeals,    proceedings,    hearings   and
                     conferences  with the taxing  authority  in respect of such
                     claim (provided however, that the Executive may participate
                     therein at his cost and  expense)  and may,  at its option,
                     either  direct the Executive to pay the tax claimed and sue
                     for a  refund  or  contest  the  claim  in any  permissible
                     manner,  and the Executive agrees to prosecute such contest
                     to a determination before any administrative tribunal, or a
                     court of initial  jurisdiction and in one or more appellate
                     courts, as the Company shall determine;  provided, however,
                     that if the Company  directs the  Executive  to pay the tax
                     claimed and sue for a refund, the Company shall advance the
                     amount of such payment to the Executive on an interest-free
                     basis and shall indemnify and hold the Executive  harmless,
                     on an after-tax  basis,  from any Excise Tax or income tax,
                     including  interest and  penalties  with  respect  thereto,
                     imposed with respect to such advance; and provided further,
                     however,  that any extension of the statute of  limitations
                     relating  to payment of taxes for the  taxable  year of the
                     Executive  with  respect to which the  contested  amount is
                     claimed  to be due is  limited  solely  to  such  contested
                     amount.  Furthermore,  the  Company's  control  of any such
                     contested  claim shall be limited to issues with respect to
                     which a Gross-Up Payment would be payable hereunder and the
                     Executive  shall be entitled  to settle or contest,  as the
                     case may be, any other issue raised by the Internal Revenue
                     Service or any other taxing authority.

              (vii)  If,  after  the  receipt  by  the  Executive  of an  amount
                     advanced  by the  Company  pursuant  to  Section  6 (d)(vi)
                     hereof,  the Executive  receives any refund with respect to
                     such claim,  the Executive  shall (subject to the Company's
                     complying  with  the  requirements  of  Section  6  (d)(vi)
                     hereof)  promptly  pay to the  Company  the  amount of such
                     refund (together with any interest paid or credited thereon
                     after any taxes applicable thereto).  If, after the receipt
                     by the  Executive  of an  amount  advanced  by the  Company
                     pursuant to Section 6 (d)(vi) hereof,  a  determination  is
                     made that the  Executive is not entitled to any refund with
                     respect to such claim


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<PAGE>


                     and the Company does not notify the Executive in writing of
                     its intent to contest  such  denial or refund  prior to the
                     expiration  of 30 calendar  days after such  determination,
                     then  such  advance  shall be  forgiven  and  shall  not be
                     required to be repaid and the amount of such advance  shall
                     offset,  to the  extent  thereof,  the  amount of  Gross-Up
                     Payment required to be made pursuant to this Section 6 (d).

              (e)    For purposes of this Agreement, a "Change of Control" shall
be deemed to have occurred 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; or

              (ii)   the shareholders 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 (the "TRANSACTIONS")  other than a Transaction
                     immediately following which the shareholders 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 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).

              (f)    Except as otherwise  specifically provided herein, all cash
payments  under this Section 6.1 shall be made by the Company within 30 calendar
days following the event giving rise to such payments. If any such payment shall
not be made within such 30-day period (or any other  specifically  provided time
period),  the Company shall pay interest on the unpaid amount at the rate of 10%
per annum.

              6.2    PERMANENT  DISABILITY.  If as a result  of the  Executive's
incapacity  due to physical or mental  illness,  the  Executive  shall have been
absent from his duties with the Company on a full-time basis for six consecutive
months (a "Permanent  Disability") during his Period of Employment,  the Company
or Executive may terminate his employment on written notice thereof,  the Period
of Employment shall terminate on the giving of such notice, and the compensation
to which Executive is entitled pursuant to Section 3.1 shall be paid through the

                                       9
<PAGE>


last day of the month in which the notice is given. In addition, Executive shall
be entitled to receive:

              (a)    all unpaid amounts, as of the date of such termination,  in
respect of any Bonus for any calendar  year ending  before the calendar  year in
which such  termination  occurs,  which would have been  payable  had  Executive
remained in employment until the date such Bonus would otherwise have been paid,
plus  Executive's  Deemed  Bonus for the calendar  year in which his  employment
terminates,  multiplied  by a fraction,  the numerator of which is the number of
days in such calendar year the Executive was an employee of the Company, and the
denominator of which is 365;

              (b)    until the earlier of the Expiration  Date or 24 months from
the date of termination for Permanent Disability,  Executive (and, to the extent
applicable,  Executive's  dependents)  shall  continue  to be  covered,  at  the
Company's expense, under the Company's medical, dental,  hospitalization,  group
life, short and long-term  disability,  accidental death and  dismemberment  and
travel  accident  coverage  plans  described  in Section 4.1 or the Company will
provide for  equivalent  coverage;  provided  that if Executive is provided with
comparable  coverage by a successor  employer  any such  coverage by the Company
shall cease; and

              (c)    all amounts payable under the Company's disability plans.

              6.3    DEATH.  In the event of  Executive's  death while  employed
hereunder,  the Period of Employment shall thereupon automatically terminate and
the Executive's estate or designated beneficiaries shall receive (i) payments of
Base  Salary  for a period of three  months  after  the date of death;  (ii) all
unpaid amounts, as of the date of such termination,  in respect of any Bonus for
any  calendar  year ending  before the calendar  year in which such  termination
occurs, which would have been payable had Executive remained in employment until
the date such Bonus would  otherwise  have been paid,  plus  Executive's  Deemed
Bonus for the calendar year in which his employment terminates,  multiplied by a
fraction, the numerator of which is the number of days in such calendar year the
Executive was an employee of the Company,  and the  denominator of which is 365;
and (iii) any death benefits  provided under the employee benefit  programs,  in
accordance with their terms.

              6.4    VOLUNTARY  RESIGNATION;  DISCHARGE FOR CAUSE.  If Executive
resigns voluntarily,  other than for Good Reason or Permanent Disability, or the
Company  terminates  the  employment  of  Executive  at any time for Cause,  the
Company's  obligations  under this  Agreement  to make any  further  payments to
Executive shall  thereupon,  to the extent permitted by law, cease and terminate
except with respect to all unpaid amounts,  as of the date of such  termination,
in respect of any Bonus for any  calendar  year ending  before such  termination
occurs, which would have been payable had Executive remained in employment until
the date such Bonus would otherwise have been paid. In addition, Executive shall
remain entitled to all vested amounts and benefits under the Company's  employee
benefit programs,  plans and practices. The term "Cause" shall be limited to (a)
action  by  Executive  involving  willful  malfeasance  in  connection  with his
employment  which  results in material  harm to the  Company,  (b)  material and
continuing  breach by Executive of the terms of this  Agreement  which breach is
not cured  within 60 days  after  Executive  receives  written  notice  from the
Company  of any such  breach  or (c)  Executive  being  convicted  of a  felony.
Termination  of  Executive  for  Cause  pursuant  to this  Section  6.4 shall be
communicated by a Notice of Termination  given within six months after the Board
both (i) had knowledge of conduct or an event allegedly  constituting  Cause and
(ii) had  reason to believe  that such  conduct  or event  could be grounds  for
Cause.

                                       10
<PAGE>


For purposes of this Agreement a "Notice of Termination"  shall mean delivery to
Executive  of a copy of a  resolution  duly adopted by the Board at a meeting of
the Board called and held for that  purpose  (after not less than 10 days notice
to Executive  ("Preliminary  Notice") and reasonable  opportunity for Executive,
together  with the  Executive's  counsel,  to be heard before the Board prior to
such vote) finding,  that in the good faith opinion of the Board,  Executive was
guilty of  conduct  set  forth in the third  sentence  of this  Section  6.4 and
specifying the particulars  thereof in detail.  The Board shall no later than 30
days after the receipt of the  Preliminary  Notice by Executive  communicate its
findings to Executive. A failure by the Board to make its finding of Cause or to
communicate  its  conclusions  within such 30-day period shall be deemed to be a
finding  that  Executive  was not guilty of the conduct  described  in the third
sentence of this Section 6.4.

              6.5    TERMINATION ON OR AFTER  EXPIRATION  DATE. In the event the
Period of Employment  shall not be extended and Executive's  employment shall be
terminated  by the Company on or after the  Expiration  Date or Executive  shall
terminate his employment on or after the Expiration Date, the Executive shall be
paid (a) his  Base  Salary  through  the  last  day of the  month  in which  the
termination of employment occurs, (b) all unpaid amounts in respect of any Bonus
for any calendar year ending before such  termination  date occurs,  which Bonus
would have been payable had Executive remained in employment until the date such
Bonus would otherwise have been paid, and (c)  Executive's  Deemed Bonus for the
calendar year in which his employment terminates,  multiplied by a fraction, the
numerator of which is the number of days in such calendar year the Executive was
an employee of the Company,  and the  denominator  of which is 365. In addition,
Executive  shall remain  entitled to all vested  amounts,  benefits,  and rights
under the Company's employee benefit programs,  plans and practices,  all rights
to which he is entitled under Company severance plans, practices and/or policies
and all other benefits to which he is entitled by law or contract.

              6.6    TERMINATION OBLIGATIONS.  (a) Executive hereby acknowledges
and agrees that all personal property, including, without limitation, all books,
manuals,  records,  reports, notes, contracts,  lists, and other documents,  and
equipment  furnished to or prepared by Executive in the course of or incident to
his  employment,  belong to the Company  and shall be  promptly  returned to the
Company upon termination of the Period of Employment.

               (b) Upon termination of the  Period of Employment,  the Executive
shall be deemed to  have  resigned from  all offices and directorships then held
with the Company or any subsidiary or affiliate thereof.

              7.     CONFIDENTIAL  INFORMATION.  During  and after the Period of
Employment,  Executive  shall not disclose to any person (other than an employee
or agent of the Company or any affiliate of the Company  entitled to receive the
same) any confidential  information  relating to the business of the Company and
obtained by him while providing services to the Company,  without the consent of
the Board, or until such information ceases to be confidential.

              8.     NON-COMPETITION.  In the event  Executive's  employment  is
terminated by the Company for Cause or Executive  terminates his employment with
the Company without Good Reason, Executive shall not, for a period ending on the
earlier  of (i) 18  months  from  the  date of  such  termination  or  (ii)  the
Expiration Date, accept any other employment or engage,  directly or indirectly,
in any other business  activity which is competitive with that of the Company or
any subsidiary thereof.

                                       11
<PAGE>


              9.     EXPENSES.  Executive  is  authorized  to  incur  reasonable
expenses in carrying out his duties and  responsibilities  under this Agreement,
including  expenses  for travel and  similar  items  related to such  duties and
responsibilities.  The Company will  reimburse  Executive  for all such expenses
upon  presentation by Executive from time to time of an itemized account of such
expenditures.

              10.    NO OBLIGATION TO MITIGATE  DAMAGES.  Executive shall not be
required to mitigate  damages or the amount of any  payment  provided  for under
this Agreement by seeking (and no payment otherwise  required hereunder shall be
reduced on account of) other  employment  or  otherwise,  nor will any  payments
hereunder  be subject to offset in respect of any claims  which the  Company may
have against Executive.


              11.    NOTICES.  All notices or communications  hereunder shall be
in writing, addressed as follows:

       to Executive:

              Leicle E. Chesser
              10 Sunrise Lane
              New Milford, CT  06776

       to Company:

              Sheldon I. Cammaker, Esq.
              Executive Vice President and General Counsel
              EMCOR Group, Inc.
              101 Merritt Seven, 7th Floor
              Norwalk, CT 06851

       with a copy to:

              Kenneth C. Edgar, Jr., Esq.
              Simpson Thacher & Bartlett
              425 Lexington Avenue
              New York, NY 10017

Any such notice or communication shall be delivered by hand or sent certified or
registered mail, return receipt requested,  postage prepaid,  addressed as above
(or to such other address as such party may designate in a notice duly delivered
as described above),  and the actual date of delivery or mailing shall determine
the time at which notice was given.

              12.    AGREEMENT TO PERFORM  NECESSARY  ACTS. Each party agrees to
perform any further acts and to execute and deliver any further  documents  that
may be reasonably necessary to carry out the provisions of this Agreement.

              13.    SEPARABILITY;  LEGAL ACTIONS;  LEGAL FEES. If any provision
of this Agreement shall be declared to be invalid or unenforceable,  in whole or
in part,  such  invalidity  or  unenforceability  shall not affect the remaining
provisions hereof,  which shall remain in full force and effect. Any controversy
or claim arising out of or relating to this Agreement or the

                                       12
<PAGE>


breach of this  Agreement  that cannot be resolved by Executive and the Company,
including  any  dispute as to the  calculation  of  Executive's  benefits or any
payments  hereunder,  shall be submitted to arbitration in New York, New York in
accordance  with the laws of the  State  of New York and the  procedures  of the
American Arbitration Association,  except that if Executive institutes an action
relating to this  Agreement,  Executive may, at Executive's  option,  bring that
action in any court of  competent  jurisdiction.  Judgment  may be entered on an
arbitrator(s)' award in any court having jurisdiction.

              In addition to all other amounts  payable to the  Executive  under
this Agreement,  the Company shall pay or reimburse the Executive for legal fees
(including without  limitation,  any and all court costs and attorneys' fees and
expenses)  incurred by the  Executive in  connection  with or as a result of any
claim, action or proceeding brought by the Company or the Executive with respect
to or arising out of this Agreement or any provision hereof, unless, in the case
of an action brought by the Executive, it is determined by an arbitrator or by a
court of  competent  jurisdiction  that such  action was  frivolous  and was not
brought  in good  faith.  Such legal  fees  shall be paid or  reimbursed  by the
Company to the Executive  from time to time within five business days  following
receipt by the Company of copies of bills for such fees and if the Company fails
to make such  payment  within  such five day period,  the Company  shall pay the
Executive  interest  thereon  at the rate of 10% per annum.  All other  expenses
relating to any arbitration or court proceedings shall be paid by the Company.

              14.    ASSIGNMENT.  This Agreement shall be binding upon and inure
to the benefit of the heirs and representatives of Executive and the assigns and
successors of the Company,  but neither this Agreement nor any rights  hereunder
shall be assignable or otherwise  subject to hypothecation by Executive  (except
by will or by operation of the laws of intestate  succession)  or by the Company
(any such  purported  assignment by either shall be null and void),  except that
the Company  may assign  this  Agreement  to any  successor  (whether by merger,
purchase  or  otherwise)  to all or  substantially  all of the stock,  assets or
business of the Company.

              15.    AMENDMENT;  WAIVER.  The  Agreement  may be  amended at any
time, but only by mutual written agreement of the parties hereto.  Any party may
waive  compliance by the other party with any provision  hereof,  but only by an
instrument in writing executed by the party granting such waiver.

              16.    ENTIRE  AGREEMENT.   Except  as  otherwise  provided  in  a
Continuity  Agreement  dated as of June 22,  1998  between  the  Company and the
Executive, as amended by agreement dated May 4, 1999, and the agreements setting
forth in detail the terms of the options referred to in Section 3.3 hereof,  and
as may be amended from time to time  hereafter,  the terms of this Agreement (i)
are intended by the parties to be the final  expression of their  agreement with
respect  to  the  employment  of  Executive  by the  Company,  (ii)  may  not be
contradicted  by evidence of any prior or  contemporaneous  agreement  and (iii)
shall  constitute  the complete  and  exclusive  statement of its terms,  and no
extrinsic evidence whatsoever may be introduced in any judicial,  administrative
or other legal proceeding involving this Agreement.

              17.    DEATH OR INCOMPETENCE. In the event of Executive's death or
a judicial  determination  of his  incompetence,  reference in this Agreement to
Executive shall be deemed,  where  appropriate,  to refer to his estate or other
legal representative.

                                       13
<PAGE>


              18.    SURVIVORSHIP.  The respective rights and obligations of the
parties  hereunder shall survive any termination of this Agreement to the extent
necessary  to the  intended  preservation  of such rights and  obligations.  The
provisions of this Section are in addition to the survivorship provisions of any
other section of this Agreement.

              19.    GOVERNING   LAW.   This   Agreement   shall  be  construed,
interpreted,  and governed in accordance  with the laws of the State of New York
without reference to rules relating to conflicts of law.

              20.    WITHHOLDINGS.  The  Company  shall be  entitled to withhold
from payment any amount of withholding required by law.

              21.    COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original.

              IN WITNESS WHEREOF,  the parties hereto have executed this amended
and restated employment agreement as of the date first above written.

                                       EMCOR GROUP, INC.

                                       By:
                                          --------------------------------------


                                       EXECUTIVE

                                       -----------------------------------------
                                                   Leicle E. Chesser

                                       14

</TEXT>
</DOCUMENT>
