Exhibit
      10(c)

     

    EMERSON
      ELECTRIC CO.

    CONTINUING
      COMPENSATION PLAN

    FOR
      NON-MANAGEMENT DIRECTORS

     

    (As
      Amended and Restated Effective January 1, 2005)

     

    
      	
              I.

            	
              Purpose

            


    

     

    The
      purpose of the Emerson Electric Co. Continuing Compensation Plan for
      Non-Management Directors (the “Plan”) is to provide compensation for
      non-employee directors of Emerson Electric Co. (the “Company”) following their
      termination of service on the Company’s Board of Directors (the “Board”) under
      the terms and conditions set forth hereinafter. The Board has determined that
      the establishment of such a benefit will be useful in its efforts to retain
      and
      attract highly qualified individuals to serve on the Board.

     

    
      	
              II.

            	
              Eligibility

            


    

     

    Except
      as otherwise provided in Section III.1, a director, in order to be
      eligible for benefits under the Plan, must have at least five (5) years of
      service as a non-employee director of the Company. Service as a non-employee
      director shall mean service while such director is not an employee of the
      Company. No person who becomes a non-employee director for the first time on
      or
      after June 4, 2002, shall be eligible for benefits under the Plan.

     

    
      	
              III.

            	
              Benefits

            


    

     

    
      	
               

            	
              1.

            	
              The
                level of annual benefits will be determined as a percentage of
                $30,000, the annual cash retainer for directors in effect as of June
                4,
                2002 (the “Retainer Rate”), in accordance with the following
                schedule:

            


    

     

    
      	
               

            	
              Years
                of Service
          as
                a
Non-Employee Director

            	
               

            	
              Percentage
                of
Retainer
                Rate

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
                5
                years

            	
               

            	
               50%

            
	
               

            	
                6
                years

            	
               

            	
               60%

            
	
               

            	
                7
                years

            	
               

            	
               70%

            
	
               

            	
                8
                years

            	
               

            	
               80%

            
	
               

            	
                9
                years

            	
               

            	
               90%

            
	
               

            	
              10
                years or more

            	
               

            	
              100%

            


    

     

     

    Notwithstanding
      the foregoing, in the event of a Change of Control (as
      hereinafter defined), the applicable percentage of the Retainer Rate for any
      person then serving as a 

     


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    non-employee
      director shall be 100% regardless of his or her number of
      years of service with the Company as a non-employee director.

     

    
      	
               

            	
              For
                purposes of this section, a “Change of Control” shall
                mean:

            


    

     

    (i)  The
      purchase or other acquisition (other than from the
      Company) by any person, entity or group of persons, within the meaning of
      Section 13(d) or 14 (d) of the Securities Exchange Act of 1934, as amended
      (the
“Exchange Act”) (excluding, for this purpose, the Company or its subsidiaries or
      any employee benefit plan of the Company or its subsidiaries), of beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
      Act)
      of 20% or more of either the then-outstanding shares of common stock of the
      Company or the combined voting power of the Company’s then-outstanding voting
      securities entitled to vote generally in the election of directors;
      or

     

    (ii)  Individuals
      who, as of the date hereof, constitute the
      Board of Directors of the Company (the “Board” and, as of the date hereof, the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
      Board, provided that any person who becomes a director subsequent to the date
      hereof whose election, or nomination for election by the Company’s shareholders,
      was approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board (other than an individual whose initial assumption of office
      is in connection with an actual or threatened election contest relating to
      the
      election of directors of the Company, as such terms are used in Rule 14a-11
      of
      Regulation 14A promulgated under the Exchange Act) shall be, for purposes of
      this section, considered as though such person were a member of the Incumbent
      Board; or

     

    (iii)  The
      consummation of any reorganization, merger or
      consolidation, in each case with respect to which persons who were the
      stockholders of the Company immediately prior to such reorganization, merger
      or
      consolidation do not, immediately thereafter, own more than 50% of,
      respectively, the common stock and the combined voting power entitled to vote
      generally in the election of directors of the reorganized, merged or
      consolidated corporation’s then-outstanding voting securities, or of a
      liquidation or dissolution of the Company or of the sale of all or substantially
      all of the assets of the Company.

     

    
      	
               

            	
              2.

            	
              Benefits
                will be paid in monthly installments for the life of the
                director commencing with the fifteenth day of the month following
                the
                later of the date of his or her termination of service as a director
                or
                his or her attainment of age 72; provided, that (a) in the event
                the
                service of the director terminates for reason of age or disability
                and the
                director dies after benefits have commenced but prior to a date five
                years
                from his or her termination of service as a director, his or her
                spouse,
                if any, shall receive the Benefit in monthly installments for the
                balance
                of such five-year period, or (b) in the event the director dies before
                payments commence, the Benefit shall be paid in monthly installments
                for
                five years to his 

            


    

     

    2

     


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    or
      her spouse, if any, commencing with the fifteenth day of the month
      coincident with or next following the date of the director’s death.


     

    
      	
              IV.

            	
              Miscellaneous

            


    

     

    The
      Corporate Governance and Nominating Committee of the Board shall have
      plenary authority to interpret and to apply the terms of the Plan and to take
      such additional action consistent with the purpose of the Plan as is, in its
      sole judgment, just and equitable. The Board shall have the power to amend
      or
      terminate the Plan at any time; however, in the event the Plan is terminated,
      benefits shall become payable only to the extent permissible under the
      regulations promulgated by the Secretary of Treasury pursuant to Section 409A
      of
      the Internal Revenue Code of 1986, as amended (the “Code”), and in the manner
      set forth therein.

     

    Retirement
      from the Board shall be governed by the Bylaws of the Company,
      as in effect from time to time.

     

    Each
      director receiving benefits under the Plan, and in consideration
      therefore, shall be expected to be available upon reasonable request to consult
      with the Chairman and Chief Executive Officer and with the Board on a reasonable
      basis and to an extent not inconsistent with the director’s retirement and/or
      separation of service under Section 409A of the Code and the regulations
      promulgated thereunder.

     

    Eligibility
      under the terms of the Plan shall in no way affect other
      benefits from the Company to which a non-employee director may be
      entitled.

     

    The
      benefits contemplated hereunder shall not be funded by trust or
      otherwise, but shall be treated as a general expense of the Company. Except
      as
      otherwise required by law, the benefits provided hereunder may not be assigned
      or alienated.

     

    The
      right of any person to benefits hereunder shall be no greater than
      that of an unsecured, general creditor of the Company.

     

    As
      approved by Emerson’s Board of Directors on this 7th day of August,
      2007.

     

     

    3