Exhibit
      10.1

     

    AMENDMENT
      TO THE

    EMERSON
      ELECTRIC CO. 2006 INCENTIVE SHARES PLAN

     

    WHEREAS,
      Emerson Electric Co. (“Company”) previously adopted the Emerson Electric Co.
      2006 Incentive Shares Plan ( “Plan”); and

     

    WHEREAS,
      the Compensation Committee of the Board of Directors of the Company has
      authority to amend the Plan pursuant to Section 13 therein;

     

    WHEREAS,
      effective January 1, 2008, the Company desires to amend the Plan solely for
      the
      purpose of clarifying its compliance with the requirements of Section 162(m)
      of
      the Internal Revenue Code of 1986, as amended (“Code”) relating to the exception
      for performance based compensation; and

     

    NOW
      THEREFORE, effective January 1, 2008, Section 8 of the Plan is deleted in its
      entirety and replaced with the following: 

     

    8.
       CONDITIONS
      TO PAYMENTS. Except
      as
      otherwise herein provided or determined by the Committee, a Participant, in
      order to be entitled to receive any payment on Performance Shares awarded,
      must
      be in the employ of the Company or a subsidiary or affiliate of the Company
      (or
      a subsidiary of a subsidiary or affiliate) on the expiration of the relevant
      performance period and upon the date of payment (or the date payment would
      have
      otherwise occurred but for a deferral election), and must have been continuously
      in the employ of the Company or a subsidiary or affiliate (or a subsidiary
      of a
      subsidiary or affiliate) from the date of the award of the Performance Shares
      except for leaves of absence which may be approved by the Committee.
No
      vested
      interest in any payment under the Shares shall accrue during the term of the
      performance period and no payment in respect of the Shares shall be required
      to
      be made to any Participant whose employment with the Company or a subsidiary
      or
      affiliate (or a subsidiary of a subsidiary or affiliate) is terminated, with
      or
      without cause, prior to the time such Participant is entitled or would have
      otherwise been entitled to receive a distribution hereunder but for a deferral
      election; provided, however, (a) that if a Participant in the Plan retires
      upon
      the attainment of age 65 prior to the time such Participant is to receive
      distribution (or would have received such distribution but for a deferral
      election) on any Performance Shares awarded, the amount of payment to such
      Participant shall be pro-rated in such manner as the Committee shall reasonably
      determine, and (b) that the Committee, in its absolute discretion, may provide
      for such pro-rata or other payment (or no payment), as it may determine, to
      a
      Participant whose employment terminates (on account of death, disability or
      otherwise) prior to the time the Participant is entitled to receive distribution
      of Performance Shares and prior to the Participant's retirement at age 65;
      provided, however, that any such distribution shall be subject to any deferral
      election in effect and the provisions of Section 7 hereof.
      In
      no
      event shall a Participant who is a “covered employee”, as defined under Section
      162(m) of the Internal Revenue Code, and whose employment terminates due to
      reasons other than death, disability or a change of ownership or control receive
      a pro-rata or other payment in the Committee’s sole discretion under this
      Section 8 unless the applicable performance objectives have been
      met. If
      termination is on account of death, the Committee may provide for payment of
      any
      distribution it authorizes to the Participant's surviving spouse, heirs or
      estate, as the Committee may determine.

     

    Approved
      by the Compensation Committee of the Board of Directors on the 5th day of May,
      2008.