Exhibit
      10(q)

     

    AMENDMENT
      TO THE

    EMERSON
      ELECTRIC CO. 2006 INCENTIVE SHARES PLAN

    SOLELY
      FOR CODE SECTION 409A COMPLIANCE

     

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

     

    WHEREAS,
      effective January 1, 2005, the Company desires to amend the Plan
      solely for the purpose of complying with the requirements of Section 409A of
      the
      Internal Revenue Code of 1986, as amended (“Code”);

     

    NOW
      THEREFORE, effective January 1, 2005, the Plan is amended with
      respect to all amounts deferred or which become vested under the Plan on or
      after January 1, 2005 as follows:

     

    
      	
               

            	
              1.

            	
              Any
                election to defer receipt of all or part of an award of
                Performance Shares must be made no later than the close of the Company’s
                taxable year immediately preceding the first taxable year of the
                Company
                in which any services are performed for which such Performance Share
                award
                is payable; however, a newly eligible participant may make an election
                within 30 days after the date he first becomes eligible to participate
                in
                the performance program, but only with respect to the portion of
                the
                Performance Shares award attributable to services performed after
                the date
                of his deferral election. Notwithstanding the foregoing, if the
                performance period is at least 12 consecutive months and the performance
                criteria are defined in writing no later than 90 days after the
                commencement of the period of service to which the criteria relates,
                a
                deferral election may be made on or before the date that is six months
                before the end of the performance period, provided (i) the Participant
                performs services continuously from the later of the beginning of
                the
                performance period or the date the performance criteria are established
                through the date a deferral election is made; and (ii) the award
                of
                Performance Shares has not become readily ascertainable. At the same
                time
                the Participant makes an election to defer receipt of a Performance
                Shares
                award, he shall also make an election to receive such Performance
                Shares
                in either a single distribution or in annual installments over such
                years
                as the Participant shall then
                specify.

            


    

     

    
      	
               

            	
              2.

            	
              In
                the event a Participant has elected to defer receipt of all or
                any portion of his award of Performance Shares under a Plan until
                a
                specified year, payment shall be made or commence on the first day
                of such
                calendar year.

            


    

     

    
      	
               

            	
              3.

            	
              In
                the event a Participant has elected to defer receipt of all or
                any portion of his award of Performance Shares under a Plan until
                his
                termination of employment, payment shall be made or commence on the
                first
                day of the month immediately following his termination date.
                

            


    

     

    
      	
               

            	
              4.

            	
              In
                the event that any deferred amount becomes payable due to the
                Participant’s termination of employment (other than on account of death)
                and such Participant is a Specified Employee, as determined under
                Code
                Section 409A and the regulations promulgated thereunder, payment
                of any
                deferred amount that is otherwise scheduled to be or to begin to
                be
                distributed shall be made or commence on the first day of the seventh
                month immediately following the Participant’s termination of employment if
                such date is later than the date such deferred amount would otherwise
                be
                paid or commence to be paid.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    
      	
               

            	
              5.

            	
              In
                the event of the death during the deferral period of a
                Participant who has made a deferral election, the unpaid balance
                of the
                deferred amount owing to such Participant at the time of death shall
                be
                distributed to the Participant’s estate on the first day of the month
                immediately following the date of the Participant’s death, irrespective of
                whether or not the deferral period elected has
                expired.

            


    

     

    
      	
               

            	
              6.

            	
              In
                all cases in which a deferred amount is payable upon a fixed
                date, payment is deemed to be made upon the fixed date if the payment
                is
                made at such date or a later date within the same calendar year or,
                if
                later, by the 15th day of the third calendar month following
                the specified date. In addition, a payment is treated as made upon
                the
                date specified under the Plan if the payment is made no earlier than
                30
                days before the designated payment date. In no event shall the Participant
                be permitted, directly or indirectly, to designate the taxable year
                of the
                payment.

            


    

     

    
      	
               

            	
              7.

            	
              In
                the event the Company elects to permit participants to change an
                election with respect to the time and/or manner of payment of a previously
                deferred award of Performance Shares, such change shall be filed
                with the
                Committee no later than December 31,
                2007.

            


    

     

    
      	
               

            	
              8.

            	
              The
                Committee shall have no discretion with respect to the timing
                and/or manner of payment of any deferred
                amount.

            


    

     

    Approved
      by the Compensation Committee of the Board of Directors on the
      6th day of August, 2007.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

     

    

    INTRA-COMPANY
      CORRESPONDENCE

    

     

    TO:

    FROM:

    DATE:

    
      	
              FILE:

            	
              ______
                PERFORMANCE SHARES PROGRAM
                AWARD

            


    

    
      	
              SUBJECT:

            	
              Acceptance
                of
                Award

            


    

     

     

    This
      is to advise that in consideration of the
      Compensation Committee's award of Performance Units in the ______ Performance
      Shares Program under the 2006 Incentive Shares Plan, (1) I accept such
      participation upon the terms contained in the Award Certificate and the attached
      Plan document, and (2) I agree that during my employment by Emerson or any
      of
      its divisions, subsidiaries or affiliates (collectively, "Emerson"), and for
      a
      period of two (2) years after termination of such employment for any reason,
      I
      will not directly or indirectly engage in competition with, or enter the employ
      of or assist any person, firm, corporation or other entity engaged in a business
      competitive with, any business of Emerson in which I was employed, or solicit
      or
      hire any Emerson employees, even though no payment has been made to me under
      the
      terms of the Plan. I also agree Missouri law governs this agreement and consent
      to resolve any disputes in the courts in the state of Missouri.

     

     

     

    I
      acknowledge I have read and
      understand the above, the Plan and Program Highlights and agree to the terms
      of
      the award as set forth therein.

     

    
      	
               

            	
               

            	
               

            
	
              Date

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Signature

            


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

     

    C
      E R T I F I C A T E

     

     

    EMERSON
      ELECTRIC CO.

     

    ________
      PERFORMANCE SHARES
      PROGRAM

     

     

    THIS
      CERTIFIES that _____________
is entitled to be a participant in Emerson Electric Co.’s ______
      Performance Shares Program under the 2006 Incentive Shares Plan approved and
      adopted by the Board of Directors on November 1, 2005 and approved by the
      Stockholders on February 7, 2006, and has been awarded
XXXXXX(x,xxx) Units, all in accordance with
      the terms and provisions of said Plan.

    Dated
      this __ day of ________,
      20__.

     

     

     

    ___________________________________________

    
      	
               

            	
              For
                the Compensation
                Committee

            


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    EMERSON
      ELECTRIC
      CO.

     

    
      	
              TO:

            	
              ____________________

            


    

     

    
      	
              FROM:

            	
              Compensation
                and Human Resources
                Committee (the "Committee")

            


    

     

    
      	
              DATE:

            	
              ______________

            


    

     

    
      	
              FILE:

            	
              2006
                Incentive Shares Plan (the
                "Plan")

            


    

     

    
      	
              RE:

            	
              Award
                of Restricted
                Shares

            


    

     

     

    The
      Committee has awarded to you
      ___________________(________) Restricted Shares under the terms of the Plan.
      This award is subject to all the terms of the Plan, a copy of which has been
      delivered to you. The Restriction Period applicable to these Shares is ________
      (__) years from the date hereof.

    The
      following are additional terms, conditions
      and provisions applicable to this award:

    1.       Your
      rights in regard to
      these Shares are not vested, and you understand and agree, by your signature
      to
      this agreement, that your entire interest in these Shares may be forfeited
      if
      you fail to remain in the employ of the Company (or one of its subsidiaries)
      for
      the full term of the Restriction Period or in the event of any failure of any
      of
      the terms or conditions attached to this award and set out in the Plan or in
      this Agreement.

    2.       Specifically,
      the Shares
      shall not vest in you until the expiration of the Restriction Period and shall
      be wholly forfeited in the event of your resignation or discharge prior to
      such
      time; provided, however, in the event of any termination on account of death
      or
      any disability which in the determination of the Committee prevents your
      continued employment by the Company (or a subsidiary), the award of shares
      will
      be 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    prorated
      for your period of service during the
      Restriction Period and, provided you are not otherwise in default hereunder,
      you
      or your estate will receive such prorated number of Shares free of any
      restriction; provided further, however, in the event of a termination of your
      employment prior to the expiration of the Restriction Period, other than on
      account of your death or disability, the Committee, in its absolute discretion,
      may make such pro rata or other payment (or no payment) as it may
      determine.

    3.       During
      the Restriction Period
      the Restricted Shares will be evidenced by a certificate issued in your name
      but
      such certificate will not be delivered to you and shall be held by the Company
      until the expiration of the Restriction Period or until earlier forfeiture.
      During the Restriction Period (and prior to any forfeiture) your rights in
      respect of the Shares shall be as follows.

    (i)      You
      will be entitled to receive cash dividends when paid on the Shares and you
      will
      be entitled to vote the Shares.

    (ii)     During
      the
      Restriction Period you shall not be entitled to delivery of any stock
      certificate evidencing the Shares.

    (iii)    The
      certificates
      for the Share may have imprinted thereon such restrictive legends, and such
      stop-transfer orders, dividend payment orders and such other orders as may
      be
      given in respect thereof by the Committee as it may determine in its sole
      discretion.

    (iv)     During
      the
      Restriction Period you may not sell, transfer, pledge, exchange, hypothecate
      or
      otherwise dispose of any of the Shares.

    (v)     Stock
      dividends paid on the Restricted Shares shall not be paid to you but shall
      be
      held by the Company on the same terms as the Restricted Shares 

     

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    on
      which they were paid; provided, however,
      the Committee in its discretion may direct the payment of any such stock
      dividends directly to you, free of the restriction imposed by this
      Agreement.

    4.       You
      understand that this
      award is confidential and that the dissemination of any information concerning
      the fact of this award or of any information relating to this award to any
      person or persons within or without the Company (including its officers and
      any
      of your superiors or subordinates) would be, or might be, injurious to the
      interests of the Company. Accordingly, you agree that you will maintain in
      confidence and will reveal to no one the fact that you have received this award
      nor any information concerning this award, except as you may be required by
      law
      to make any such disclosure. You further agree that any breach of this agreement
      of confidentiality (before or after the Restriction Period) will constitute
      good
      cause for the termination of your employment by the Company (or a subsidiary,
      as
      the case may be). You further understand that if such breach occurs during
      the
      Restriction Period applicable to your Restricted Shares your right to such
      Shares may be forfeited by the Company forthwith.

    5.       By
      your acceptance of this award you agree that should your employment by Emerson
      Electric Co. or a subsidiary thereof terminate for any reason (either before
      or
      after the Restriction Period) you will not engage in any business activity
      competitive to any business activity of Emerson or its subsidiaries in which
      you
      were engaged while you were employed by Emerson or a subsidiary thereof, or
      solicit or hire any Emerson employees. This restriction is applicable only
      in
      those geographic areas in which Emerson is then engaged in such business
      activity, and shall continue for a period of two (2) years after termination
      of
      your employment.

     

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    6.       At
      the end of the Restriction Period, the Restricted Shares which have not been
      forfeited, together with any cash held on account of dividends on such
      Restricted Shares, shall be delivered to you, except that the Company shall
      withhold sufficient Shares and cash to enable it to satisfy its federal, state
      and local tax withholding obligations on account of such
      delinquency.

    7.       This
      Agreement shall be
      executed and delivered by you in the City or County of St. Louis, Missouri
      and shall be governed by Missouri law.

         Counsel
      for the
      Company has advised that in the opinion of such counsel,

    (i)      The
      receipt of this award does not constitute taxable income to you. Any cash
      dividends which are paid to you on the Restricted Shares will constitute taxable
      income to you when received. At such time as the restrictions on the Shares
      are
      released or satisfied and your right to the Shares becomes non-forfeitable
      you
      will have taxable income in an amount equal to the then fair market value of
      the
      Shares.

    (ii)     If
      you are a
      director or officer of the Company subject to the requirement of filing reports
      under Section 16(a) of the Securities Exchange Act of 1934 upon changes in
      your
      beneficial ownership of shares of the Company's Common Stock, you may report
      the
      award of Restricted Shares on Form 5, Annual Statement of Changes in Beneficial
      Ownership, after the end of the Company's fiscal year or on Form 4, Statement
      of
      Changes in Beneficial Ownership, for the month in which the award was
      received.

     

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    This
      award agreement is dated
      _________________, has been executed and delivered by the parties hereto in
      St. Louis City or County, State of Missouri.

     

    
      	
               

            	
              __________________________________

            


    

    
      	
               

            	
              For
                the
                Committee

            


    

     

     

    
      	
               

            	
              Acknowledgment

            


    

     

     

    The
      undersigned, _______________________,
      grantee of the award of Restricted Shares pursuant to this Agreement hereby
      accepts said award on the terms, conditions and provisions contained in the
      Plan
      and in this Agreement. The undersigned acknowledges receipt of a copy of the
      Plan and understands that his rights in respect of the Restricted Shares may
      be
      forfeited as provided in the Plan and in this Agreement

    
      	
               

            	
              Dated
                _______________________,
                200__

            


    

     

     

    
      	
               

            	
              __________________________________

            


    

    
      	
               

            	
              Awardee

            


    

     

     

     

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