EXHIBIT 10(a)(a)

                                EMCOR GROUP, INC.
                          301 MERRITT SEVEN, 6TH FLOOR
                               NORWALK, CT 06851


February 25, 2004

Mr. Jeffrey M. Levy
11 Camberra Drive
Suffern, New York 10901

         Re: SEPARATION AGREEMENT AND MUTUAL RELEASE

Dear Mr. Levy:

         The purpose of this letter agreement and mutual general release (the
"Agreement") is to set forth the terms of our mutual agreement with regard to
the separation of Jeffrey M. Levy ("Levy") from EMCOR Group, Inc. (the
"Company").

         1.  Effective as of February 26, 2004 (the  "Resignation  Date"),  Levy
hereby resigns as President and Chief Operating  Officer of the Company and from
all of  his  other  offices  and  positions  with  the  Company  and  any of its
subsidiaries  or  other  affiliates  (e.g.,  as a  director,  officer,  manager,
trustee,  etc.). Levy agrees to promptly provide the Company with any additional
documentation  that it may reasonably  request to effectuate such  resignations.
Notwithstanding the foregoing, Levy shall continue to be employed by the Company
through May 31, 2004 (the  "Termination  Date"),  providing such services to the
Company as the Chief Executive  Officer of the Company (the "CEO") may from time
to time reasonably request.

         2. Levy's  employment  shall continue through the Termination Date at a
base salary of $541,853 per annum, which base salary shall be paid in accordance
with the  Company's  regular  payroll  practices.  In  addition,  Levy  shall be
entitled  to  payment  in respect of a 2004  pro-rata  bonus as  follows:  (a) a
portion shall be paid in  accordance  with  Paragraph 3 below,  and (b) $150,000
shall be paid on the  Termination  Date,  PROVIDED  that  Levy  has  theretofore
complied in all  material  respects  with the terms of this  Agreement  (or has,
promptly upon notice,  cured any breach of this Agreement that he has previously
committed),  by direct  deposit  to  Levy's  bank  account  in  accordance  with
information on file with the Company.

         3. Levy shall also  receive an  aggregate  payment of  $2,383,706  (the
"Payment"),  representing  the SUM of: (i) $1,083,706  (two times Levy's current
annual base salary pf $541,853);  PLUS (ii) $1,200,000 (two times a target bonus
of  $600,000);  PLUS (iii)  $100,000 (a portion of a 2004 pro-rata  bonus).  The
payment shall be paid, on the first business day following the "Effective Date,"
as defined in Paragraph 26(b) below, by direct deposit to Levy's bank account in
accordance with the information on file with the Company.

<PAGE>

         4.  Levy  shall be  entitled,  through  the  Termination  Date,  to the
employee benefits  described in Section 4.1 of the Employment  Agreement between
the  Company  and  Levy  (the  "Parties"),  dated as of  January  1,  2002  (the
"Employment  Agreement"),  as if such Section was set forth in full herein,  but
shall not (for avoidance of doubt) be entitled to  continuation,  after February
26, 2004,  of the fringe  benefits  described  in Section 4.2 of the  Employment
Agreement.  Following the Termination  Date and continuing  until the earlier of
(i) December 31, 2004 and (ii) the date Levy commences new employment  providing
comparable  health/medical  benefits,  the Company  shall pay the  premiums  for
Levy's COBRA election, including coverage for Levy's dependents. In the event of
Levy's death,  the Company shall  continue to pay the COBRA  premiums for Levy's
family  throughout  the period  noted  above.  In  addition,  the Company  shall
reimburse Levy for any valid and reasonable outstanding expenses incurred on its
behalf  during  the  course of Levy's  employment  with the  Company  after Levy
submits vouchers or other  documentation  consistent with the Company's  regular
reimbursement policies and past practices.

         5. The Company  acknowledges  that Levy  currently  holds the following
stock  options;  that the  termination  of his  employment  will be treated as a
termination  without  "cause"  for  purposes  of  determining  his stock  option
entitlements; that such stock options will be fully vested as of the Termination
Date; and that he will have until the applicable expiration date listed below to
exercise such stock options:

<TABLE>
<CAPTION>
                            Effective Date            Termination Date
      Award Date           Quantity Vested            Quantity Vested            Strike Price          Expiration
      ----------           ---------------            ---------------            ------------          ----------
<S>                           <C>                        <C>                       <C>                <C>
        4/5/95                50,000                     50,000                    $5.13               8/28/04
        1/2/98                15,000                     15,000                    20.00               l/1/08
        1/4/99                15,000                     15,000                    16.19               1/3/09
        1/3/00                15,000                     15,000                    17.56               1/2/10
        1/2/01                15,000                     15,000                    25.44               1/1/11
       12/14/01               33,200                     33,200                    41.70              12/14/11
        1/2/02                22,500                     30,000                    46.35               1/2/12
        1/2/03                14,554                     29,108                    54.73               1/2/13
        1/2/04                 9,730                     38,918                    43.83               1/2/14
</TABLE>

         6. The Company  and Levy agree that Levy is  entitled to the  following
Stock  Units under the  Company's  Executive  Stock Bonus Plan;  that such Stock
Units will be fully vested as of the  Termination  Date;  and that shares of the
Company's  common  stock  issuable  in respect of such Stock  Units will  become
deliverable  as of 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 applicable Earnings Year:



                                       2
<PAGE>

                                   STOCK UNITS

             Issue Date                Total             Earnings Year
             ----------                -----             -------------
              2-Jan-01                 8,094                 2003

              2-Jan-02                 6,885                 2004

              25-Feb-03                6,263                 2005

         7. The Company shall pay in May,  2004 the annual  premium of $3,767 on
Levy's term life insurance  policy,  First Colony Life Insurance  Company Policy
#5936428.  Thereafter,  Levy may (but shall not be obligated  to) pay the annual
premiums for the  remainder  of the term of such policy.  In the event Levy does
not make such  payments,  the Company shall be entitled to permit such insurance
policy to lapse.

         8. On the first business day following the Effective  Date, the Company
shall pay Levy $60,000 by direct  deposit to Levy's bank  account in  accordance
with  information  on file with the Company,  which payment is intended to cover
(INTER  ALIA) all costs  that Levy may incur with  respect  to office  supplies,
temporarily  continuing  certain  fringe  benefits,  and  obtaining  appropriate
financial advice. Levy shall not be entitled to a Company-supplied  office after
February 26, 2004. He shall be reimbursed for (or, to the extent he so requests,
the Company shall pay directly) all appropriately documented costs he reasonably
incurs,  up to an aggregate  limit of $70,000,  for: (a)  outplacement  services
rendered to him by a recognized  outplacement  service firm from the Resignation
Date through December 31, 2004; (b) office space and secretarial support used by
him prior to the Termination  Date; and (c) legal fees and expenses  incurred by
him in connection  with  negotiating and documenting the terms set forth in this
Agreement.  With respect to reimbursement of Levy's legal fees and expenses, the
Company  shall  only be  entitled  to know  the  amounts  incurred,  and not the
specific  description of the services provided by counsel,  in order to maintain
the attorney-client confidence between Levy and his counsel.

         9. The Company  shall allow Levy to keep his current  laptop  computer,
including  docking  station,  attachments,  screen and installed  software,  but
excluding  software  (if  any)  that  is  proprietary  to  the  Company  or  its
subsidiaries, after February 26, 2004. Through the Termination Date, the Company
shall:  (i) maintain  Levy's  current  e-mail  address at the Company for use by
Levy, and (ii) maintain  Levy's current  telephone  extension with forwarding as
requested by Levy.  Following the Termination  Date, the Company shall maintain,
through December 31, 2004,  Levy's current e-mail address for delivery of e-mail
to Levy.

         10. Levy acknowledges that he is bound by the terms of Section 7 of the
Employment  Agreement  (which  relate to  confidential  information)  as if such
provisions  were set forth in full in this  Agreement.  Levy agrees that he will
not, prior to the Termination Date, engage (directly or indirectly,  and whether
through  employment or otherwise) in any activity that is  competitive

                                       3

<PAGE>

with  any  activity  of  the  Company  (including  its  subsidiaries  and  other
affiliates).  The Company  acknowledges  that,  with prior written notice to the
Company, Levy shall be allowed to engage in other business activities as long as
such  activities are not  competitive  with those of the Company  (including its
subsidiary and other  affiliates)  and do not interfere with his  performance of
his duties under this Agreement.  Any invention,  formula,  technique,  process,
concept,  system,  program,  or customer list to which Levy may  otherwise  have
intellectual  property rights and which was made or conceived by Levy during his
employment  with the  Company  and  which  relates  to  activities  or  proposed
activities  of  the  Company  or any of its  subsidiaries  or  other  affiliates
(collectively,  "Developments") shall be the sole property of the Company or its
subsidiaries or other affiliates. Promptly upon the Company's request and at its
sole expense,  Levy shall assign title to any Developments to the Company or its
subsidiaries  or other  affiliates.  Levy agrees that he will not,  prior to the
Termination Date, directly or indirectly solicit,  encourage,  or participate in
soliciting or  encouraging,  any customer or supplier of the Company  (including
its  subsidiaries  and other  affiliates),  or any other  person or  entity,  to
terminate  (or  otherwise  adversely  alter) such  person or entity's  customer,
supplier, or other relationship with the Company (including its subsidiaries and
other  affiliates).  Levy agrees that he will not,  prior to December  31, 2004,
directly or  indirectly  solicit,  encourage,  or  participate  in soliciting or
encouraging,  any employee of the Company  (including its subsidiaries and other
affiliates) to terminate (or otherwise adversely alter) such person's employment
relationship with the Company (including its subsidiaries and other affiliates).

         11. Levy  acknowledges  and agrees that the payments,  benefits  and/or
other  things  of  value  provided  to him and on his  behalf  pursuant  to this
Agreement are in full discharge of any and all  liabilities  and  obligations of
the Company to Levy,  monetarily or with respect to his  employment;  including,
without limitation,  the Employment  Agreement.  Nothing in this Agreement shall
impact Levy's right to any vested employee  benefits that may have accrued under
the terms of the Company's benefit plans prior to his Termination Date.

         12. The Company shall provide coverage for Levy under any directors and
officers' liability insurance policy maintained by the Company from time to time
prior to the tenth anniversary of the Termination Date that provides coverage to
continued officers and directors of the Company generally,  with the coverage to
Levy being no less favorable than that then provided to continuing  officers and
directors of the Company generally. In addition,  Company shall indemnify,  hold
harmless   and  defend   Levy   against   any  and  all   claims,   proceedings,
investigations, expenses (including all attorney fees), as incurred, relating to
Levy's  employment  by the Company and  positions  held at and actions  taken on
behalf  of its  subsidiaries,  to the  same  extent  (and  subject  to the  same
conditions)  as would  have  applied  had  Levy's  employment  with the  Company
continued;  PROVIDED,  HOWEVER, that Levy provides the Company with prior notice
of any such  claim,  proceeding  or  investigation  and  affords the Company the
opportunity to assume his defense against same.

         13. (a) For and in  consideration  of the payments,  benefits and other
things  of  value  provided  to  Levy  and/or  on his  behalf  pursuant  to this
Agreement,  Levy,  on behalf  of

                                       4

<PAGE>

himself,  his heirs,  dependents,  executors,  administrators,  trustees,  legal
representatives  and assigns  (collectively  referred to as "Releasors")  hereby
forever  releases  and  discharges  the  Company,  its  past or  present  parent
corporations  or  entities,   subsidiaries,   divisions,   affiliated  entities,
successors and assigns  (collectively  referred to herein as the "Company and/or
its affiliates"),  and all of its or their past and/or present  officers,  board
members, agents, attorneys,  representatives,  insurers, employees, and assigns,
whether  acting as agents for the  Company,  or in their  individual  capacities
(collectively with the Company and/or its affiliates referred to as the "Company
Entities  and  Persons"),  from any and all claims,  demands,  causes of action,
expenses, fees and liabilities of any kind whatsoever, whether known or unknown,
which  Releasors  ever had, now have,  or hereafter  may have against any of the
Company Entities and Persons by reason of employment,  breach of agreement,  any
actual or alleged act,  omission,  transaction,  practice,  conduct,  statement,
occurrence, or any other matter up to and including the date on which Levy signs
this Agreement,  except that this release shall not affect any claim by Levy for
indemnification  by the Company or contribution  from the Company or anyone else
relating to claims  brought by parties  other than the Company or in the name of
the Company.

                  (b)  Without   limiting  the   generality  of  the  foregoing,
Releasors  release and discharge the Company  Entities and Persons from: (i) any
claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment  Act, as amended by the Older  Workers  Benefit  Protection  Act, the
Americans with  Disabilities  Act, the Civil Rights Act of 1991, the Connecticut
Human Rights and Opportunities Law, the New York State Human Rights Law, the New
York  City  Human  Rights  Law,  and/or  any other  federal,  state or local law
(statutory or decisional) or ordinance  prohibiting  employment  discrimination;
(ii) any claim under the Employee  Retirement  Income  Security  Act  ("ERISA");
(iii) any claim under the Family and Medical Leave Act ("FMLA");  (iv) any claim
for breach of contract (express or implied) or tort,  including claims of fraud,
duress,   wrongful  or   constructive   discharge,   intentional   or  negligent
misrepresentation,   retaliatory   discharge,   intentional   interference  with
contract,  detrimental  reliance,  defamation,   slander,  libel,  or  emotional
distress;  (v) any claim under the Fair Labor Standards Act,  Connecticut's  and
New  York's  wage and hour  laws,  or any other  federal,  state,  or local laws
governing wages, vacation pay, or fringe benefits;  (vi) any claims for monetary
or equitable relief, or compensatory or punitive damages;  (vii) any other claim
(whether  based on federal,  state or local law,  statutory  or  decisional)  in
connection  with,  relating  to, or arising  out of Levy's  employment  with the
Company and/or its  affiliates or the terms and  conditions of such  employment,
including but not limited to, the separation or  termination of such  employment
and/or any of the events  relating  directly or indirectly to such separation or
termination;  and (viii) any claim for attorneys' fees, costs, disbursements and
the like;  which Releasors ever had, now have, or hereafter may have against any
of the  Company  Entities  and  Persons by reason of any actual or alleged  act,
omission, transaction, practice, conduct, statement, occurrence, or other matter
occurring up to and including the date on which Levy signs this Agreement.

                                       5
<PAGE>

                  (c)  The   provisions  of  Paragraphs   13(a)  and  (b)  above
notwithstanding,  nothing in this Agreement shall release, diminish or otherwise
affect any vested  monies or other  benefits  to which Levy might be entitled to
under any pension or retirement savings plan.

                  (d) Levy  agrees not to  commence  any  proceeding  (judicial,
administrative  or  otherwise)  against  the Company  Entities  or Persons  with
respect to any matter or claim released under Paragraphs 13(a) and (b), and Levy
represents that he has not done so as of the date he signs this Agreement.  Levy
further  agrees that his release set forth in this Agreement may be pleaded as a
full and complete defense to any claim so released that is or may be instituted,
prosecuted or maintained by any person or entity.

                  (e) The Company  represents that, as of the date it signs this
Agreement,  it is not aware of any  misconduct  or neglect  on Levy's  part that
would  subject him to liability for his conduct at the Company,  and  recognizes
that Levy is relying on this  representation  in signing this Agreement.  To the
extent Levy is eligible for  indemnification by the Company as an officer of the
Company under the Company's  bylaws and  certificate of  incorporation  or under
applicable  law, this Agreement  shall have no impact on Levy's  eligibility for
such indemnification.

                  (f) Nothing in this  Agreement  shall be  construed to prevent
Levy from  commencing  an  action to  enforce  the  terms of this  Agreement  in
accordance with Paragraphs 18 and 20 below.

                  (g) The  Parties  acknowledge  that they are  agreeing  to the
releases contained in this Agreement, and are releasing, waiving and discharging
rights or claims,  only in exchange for consideration  that they are not already
entitled to receive.

         14. (a) For and in  consideration  of the value provided to the Company
pursuant to this Agreement, the Company, its subsidiaries,  and their successors
and assigns hereby  forever  release and discharge Levy from any and all claims,
demands,  causes  of  action,   expenses,  fees  and  liabilities  of  any  kind
whatsoever,  whether  known or unknown,  which the Company ever had, now has, or
hereafter  may have  against Levy by reason of  employment,  breach of contract,
breach of  fiduciary  duty,  any actual or alleged act,  omission,  transaction,
practice,  conduct,  statement,  occurrence, or other matter up to and including
the date on which it signs  this  Agreement,  OTHER  THAN any  claims,  demands,
causes of action, expenses, fees and liabilities that arise out of (or otherwise
relate to) willful misconduct, or gross neglect, by Levy.

                  (b)  The  Company   agrees  not  to  commence  any  proceeding
(judicial, administrative or otherwise) against Levy, with respect to any matter
or claim released under Paragraph 14(a), and the Company  represents that it has
not done so as of the date it signs this  Agreement.  The Company further agrees
that its release may be pleaded as a full and  complete  defense to any claim so
released that is or may be instituted, prosecuted or maintained by any person or
entity.

                                       6
<PAGE>

                  (c)  Levy  represents  that,  as of the  date  he  signs  this
Agreement,  he is not aware of any  misconduct or neglect on the Company's  part
that would subject it to liability to Levy for its conduct,  and recognizes that
the Company is relying on this representation in signing this Agreement.

                  (d) Nothing in this  Agreement  shall be  construed to prevent
the Company  from  enforcing  the terms of this  Agreement  in  accordance  with
Paragraphs 18 and 20 below.

         15. The  existence,  terms,  and conditions of this Agreement are fully
confidential and each Party agrees that such Party will not disclose them to any
other person or entity.

         16.  Levy  agrees  that he will not  disparage  or defame (or induce or
encourage others to disparage or defame) the Company Entities and Persons.  This
means, among other things, that Levy will not make comments or statements to the
press and/or media,  or to any individual or entity with whom any of the Company
Entities and Persons has or have a business relationship,  which could adversely
affect in any manner the business or business  reputation  of any of the Company
Entities and Persons.

         17. The Company  agrees that it  (including  its Board of Directors and
executive  officers) will not disparage or defame (or induce or encourage others
to disparage or defame) Levy. This means,  among other things,  that the Company
will not make  comments  or  statements  to the press  and/or  media,  or to any
individual  or entity  with whom Levy has a business  relationship,  which could
adversely  affect in any manner  Levy's  business  or business  reputation.  The
Company further agrees to use its best reasonable efforts to obtain Levy's prior
approval for any  announcement  to the general public  concerning his separation
from the Company,  provided that such approval is not  unreasonably  withheld or
delayed.

         18.  Nothing in  Paragraphs  15 through 17 above shall  prevent  either
Party from making truthful statements,  or disclosing documents and information,
(a) in  confidence  to their  attorneys,  accountants  and, in Levy's case,  his
spouse and his parents,  (b) as required by applicable  law, rule, or regulation
(including,   without   limitation,   any  regulation  of  any   self-regulatory
organization,  such as the New York Stock  Exchange)  or by  subpoena,  order or
civil investigative demand, or (c) as specifically requested by any governmental
or  quasi-governmental  agency  or  body.  In the  event  of any  breach  of the
provisions  of  Paragraph  10 above,  or of  Paragraphs  15 through 17 above (as
modified by the immediately  preceding sentence),  the non-breaching Party shall
be entitled (notwithstanding anything elsewhere to the contrary, and without any
requirement to post a bond) to seek injunctive  relief in any court of competent
jurisdiction.

         19. (a) Levy agrees that he will,  upon reasonable  request,  cooperate
fully  with the  Company  and/or  its  affiliates  and its or their  counsel  in
connection with any matter (including,  without  limitation,  any investigation,
administrative proceeding or litigation) in which he was involved or of which he
may have knowledge.  The Company agrees that it will:  reimburse Levy, at a rate
of $500 per hour, for any time he spends after the Termination  Date (other than
as

                                       7

<PAGE>

a testifying witness)  cooperating  pursuant to this Paragraph 19(a);  reimburse
Levy for any reasonable out-of-pocket expenses he incurs in cooperating pursuant
to this  Paragraph  19(a);  and make all  reasonable  efforts  to  schedule  any
necessary  meetings or  discussions  at times and places that are  convenient in
light of Levy's business and personal schedule.

                  (b) If Levy  receives  a  subpoena  from any  person or entity
(including,  but not limited to, any government  agency) to give testimony (in a
deposition,  court  proceeding  or  otherwise)  which in any way  relates to the
Company  (including its subsidiaries and other  affiliates) or to his employment
with the Company (including its subsidiaries and other affiliates),  Levy agrees
that he will promptly  notify the General Counsel of the Company of the subpoena
and will make no disclosure  until the Company has had a reasonable  opportunity
(i) to contest the right of the requesting  person or entity to such  disclosure
and/or  (ii) to seek to  participate  in the  proceeding  or matter in which the
testimony  is to be given,  except if the Company  fails to timely  respond then
Levy shall be entitled to comply with the subpoena as required by law.

         20. Sections 10, 12, 13 (first  paragraph only), 14, 15, and 17 through
21,  of  the  Employment  Agreement  (relating,  respectively,  to:  mitigation;
necessary acts; separability and dispute resolution;  assignment;  amendment and
waivers; death and incompetence;  survivorship;  governing law; withholding; and
counterparts)  shall be deemed  incorporated by reference into this Agreement as
if fully set forth herein.

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

         to Executive:

                  Jeffrey M. Levy
                  11 Camberra Drive
                  Suffern, NY  10901

         to Company:

                  Sheldon I. Cammaker, Esq.
                  Executive Vice President and General Counsel
                  EMCOR Group, Inc.
                  301 Merritt Seven, 6th Floor
                  Norwalk, CT  06851

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 or delivery or mailing shall determine
the time at which notice was given.

                                       8
<PAGE>

         22.  The making of this  Agreement  is not  intended,  and shall not be
construed,  as an admission that any of the Company Entities and Persons or Levy
has or have violated any federal,  state or local law (statutory or decisional),
ordinance  or  regulation;   breached  any  contract;  or  committed  any  wrong
whatsoever against any person or entity.

         23. This Agreement represents the complete  understanding  between Levy
and the Company  and/or its  affiliates and supercedes any and all other written
and  oral  agreements  between  Levy  and the  Company  and/or  its  affiliates,
including,  without limitation, the Employment Agreement. This Agreement may not
be orally  modified.  No other promises or agreements shall be binding unless in
writing  and  signed by both the  Company  and Levy  after the date on which the
parties sign this Agreement.

         24. In executing this Agreement, Levy agrees that as of the Termination
Date (or such earlier date as the Company may reasonably request) he will return
to the Company all of the property of the Company  (including  its  subsidiaries
and  other   affiliates)  in  his  possession  or  control,   including  without
limitation,  any information  belonging to the Company in any tangible form (any
documents,  memoranda and/or files, faxes, and any means of data storage such as
computer  disks,  CDROMS and the like,  and all copies  thereof)  concerning the
Company, its business,  employees, clients and/or projects, and any keys, credit
cards, equipment,  computers, portable telephones,  identification cards, books,
notes, and any other Company property, except as set forth in Paragraph 9.

         25. Levy is hereby advised by the Company, and acknowledges that he has
been so advised in writing,  to consult  independent legal counsel of his choice
before  signing this  Agreement.  Levy further  acknowledges  that he has had an
opportunity  to consider  fully the terms and conditions of this Agreement for a
period of twenty-one (21) days; that he has carefully read this Agreement in its
entirety; that he has had an adequate and reasonable opportunity to consult with
independent   counsel  of  his  own  choosing  and  have  had  answered  to  his
satisfaction  all  questions  he had  regarding  this  Agreement;  that he fully
understands   all  the  terms  and   conditions  of  this  Agreement  and  their
significance;  that he knowingly and  voluntarily  assents to, and intends to be
bound by, all the terms and conditions  contained herein; and that he is signing
this Agreement voluntarily and of his own free will.

         26. (a) Levy may have up to  twenty-one  (21) days from the date of his
receipt of this Agreement to consider its terms and conditions.  Levy may accept
this Agreement by fully  executing it and returning a signed copy to the General
Counsel of the Company  before,  but no later than, the end of the  twenty-first
(21st) day after his receipt of this Agreement. If Levy does not sign and return
the Agreement  within this time period,  the offer to enter into this  Agreement
shall be withdrawn and the Agreement shall be null and void.

                  (b) This Agreement shall not become effective until the eighth
(8th) day following  Levy's signing of this Agreement  (the  "Effective  Date").
Levy may at any time prior to the Effective Date revoke this Agreement, but only
by delivering  written notice of revocation

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<PAGE>

before  the end of the  seventh  (7th)  day  following  Levy's  signing  of this
Agreement (the  "Revocation  Period") to the General Counsel of the Company.  In
the event that Levy revokes this  Agreement  prior to the Effective  Date,  this
Agreement and the promises  contained in it (including,  but not limited to, the
obligation of the Company to provide the severance payments,  benefits and other
things of value) shall automatically be null and void.

         The Parties agree that this Agreement may be executed in counterparts,
and that signatures delivered by facsimile shall be fully effective for all
purposes. If this Agreement is acceptable to you, please date and sign it and
send it to the General Counsel, via facsimile. Please also mail a signed copy of
this Agreement to the General Counsel at the Company's address noted above:

                                           EMCOR GROUP, INC.

February 25, 2004                          By:
------------------------------------           ---------------------------------
Date                                           Frank T. MacInnis
                                               Chief Executive Officer and
                                               Chairman of the Board



Acknowledged, Accepted and Agreed to:



February 25, 2004
------------------------------------           ---------------------------------
Date                                           Jeffrey M. Levy







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