On March 18, 1998, EMCOR sold, pursuant to an underwritten public offering, 1,100,000 of its common stock at a price of $21.875 per share.

As part of a program previously authorized by the Board of Directors, EMCOR purchased 174,095 and 957,900 shares of its common stock during 1999 and 1998, respectively. The aggregate amount of $16.8 million paid for those shares has been classified as “Treasury Stock, at Cost” in the Consolidated Balance Sheet at December 31, 1999. EMCOR management is authorized to repurchase up to $20.0 million of EMCOR’s common stock under this program.

EMCOR has stock-based compensation plans under which employees receive stock options and outside directors receive stock options or shares of common stock. During 1999, certain stock options were granted by the board of directors outside of established stock option plans. A summary of the general terms of the stock option and stock unit plans, plus other stock option grants follows:

(1) At the election of an individual serving as a Director, the individual may elect to receive one-third, twothirds or all of his retainer for a calendar year in the form of stock options. Such options become exercisable quarterly over the calendar year. In addition, the individual will receive additional stock options equal to the product of .5 times the amount of stock options otherwise issued as a result of his election.

(2) At the election of an individual serving as a Director, the individual may elect to receive one-third, twothirds or all of his retainer for a calendar year in the form of deferred stock units equal in value to the retainer. In addition, the individual will receive additional deferred stock units equal to .2 times the amount of deferred stock units otherwise issued as a result of his election. Following termination of Board service, the director receives shares of common stock equal to the number of deferred stock units.

(3) The grant date is the first business day of a calendar year for individuals who are serving as Directors as of such date, and on the date.

(4) The grant date is the first business day of a calendar year for individuals who are serving as Directors as of such date.

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