EXHIBIT 10(V-3)

                             SECOND AMENDMENT TO THE
                     2003 MANAGEMENT STOCK INCENTIVE PLAN OF
                                EMCOR GROUP, INC.

      This Second Amendment to the 2003 Management Stock Incentive Plan of EMCOR
Group, Inc. (the "Plan") is made as of December 14, 2006.

      WHEREAS,  pursuant  to Section 13 of the Plan,  the Plan may be amended by
the Board of Directors of EMCOR Group, Inc. (the "Company"); and

      WHEREAS,  on the date  hereof,  the  Board  of  Directors  of the  Company
unanimously voted pursuant to a motion duly made and seconded to amend the Plan.

      NOW  THEREFORE,  the Plan is hereby  amended so that  Section 2(k) thereof
reads in its entirety as follows:

      "'Fair Market Value' means,  as of a specified date, (i) if the Shares are
listed on a national  securities  exchange,  the closing  sales price of a Share
reported on such  primary  exchange on which the Shares are listed and traded on
such date, or, if there is no such sale on that date, then on the last preceding
date on which such a sale was  reported;  (ii) if the Shares are not listed on a
national securities exchange but are quoted in an inter-dealer  quotation system
on a last sale basis,  the  average  between the closing bid price and ask price
reported  on such date,  or, if there is no such sale on that date,  then on the
last preceding date on which a sale was reported; or (iii) if the Shares are not
listed on a national securities exchange or quoted in an inter-dealer  quotation
system on a last sale  basis,  the value  determined  by the  Committee  in good
faith."

      IN WITNESS WHEREOF,  the undersigned has executed this Amendment as of the
date first written above.

                                      EMCOR GROUP, INC.


                                      By            /s/ R. KEVIN MATZ
                                         ---------------------------------------
                                                      R. Kevin Matz
                                         Senior Vice President - Shared Services