Exhibit
      10(h)

     

    THE
      EMERSON ELECTRIC CO.

    SAVINGS
      INVESTMENT RESTORATION PLAN

    As
      Amended and Restated Effective January 1, 2005

    (2005
      Document)

     

    WHEREAS,
      Emerson Electric Co. (“Company”) previously adopted the
      Supplemental Executive Savings Investment Plan (“Plan”) effective as of
      August 1, 1989, in order to attract and retain selected executives;
      and

    WHEREAS,
      the Company desires to amend and restate the Plan effective as
      of January 1, 2005, to the extent necessary to incorporate the requirements
      of
      Section 409A of the Internal Revenue Code of 1986, as amended, and to change
      the
      name of the Plan to the Emerson Electric Co. Savings Investment Restoration
      Plan; and

    WHEREAS,
      the Company intends that deferrals and credits earned and vested
      as of December 31, 2004 shall be “grandfathered” and governed by the Pre-2005
      Plan document as in effect as of December 31, 2004;

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

    SECTION
      I

    DEFINITIONS

    A.        “Account”
means
      the book entry account established
      for each Participant under Section IV.

    B.        “Annual
      Election” means the agreement entered into
      between a Participant and the Company, on the form prescribed by the Company,
      in
      which the Participant elects the 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    amount
      of Compensation to be deferred and such other matters as the
      Company shall determine from time to time.

    C.        “Basic
      ESIP Contribution” means the Participant’s
      contribution to the ESIP with respect to which the Participant’s Employer makes
      a matching contribution.

    D.        “Beneficiary”
means
      the person designated to
      receive a death benefit under the Plan.

    E.        “Change
      of Control” means a change in the
      ownership or effective control of a corporation or a change in the ownership
      of
      a substantial portion of the assets of a corporation under Code Section 409A
      to
      the fullest extent allowed by such Section and the regulations promulgated
      thereunder. 

    F.        “Code”
means
      the Internal Revenue Code of 1986, as
      amended.

    G.        “Committee”
means
      the Compensation Committee of
      the Board of Directors of the Company.

    H.        “Company”
means
      Emerson Electric Co., a Missouri
      Corporation.

    I.         “Compensation”
means,
      for any calendar year, all
      cash pay for such year received by an Employee from the Employer plus amounts
      contributed through a salary reduction arrangement to a qualified Plan which
      meets the requirements of Section 401(k) of the Code or to a cafeteria plan
      which meets the requirements of Section 125 of the Code, excluding any
      reimbursed item, any payment under any Emerson Electric Co. Performance Share
      Bonus Plan or Incentive Shares Plan, any payment for a stock appreciation right,
      any payment deferred for more than one year and any severance pay. Compensation
      shall also include amounts deferred by the Employee under this
      Plan.

    J.        “Employee”
means
      any person employed by an
      Employer. 

     

    2

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    K.        “Employer”
means
      the Company and any of its
      subsidiaries or affiliates which has, with the consent of the Board of Directors
      of the Company, adopted the Plan.

    L.        “Employment”
means
      employment with an
      Employer.

    M.       “ESIP”
means
      the Emerson Electric Co. Employee
      Savings Investment Plan.

    N.        “Exchange
      Act” means the Securities Exchange Act
      of 1934, as amended, and the rules and regulations thereunder.

    O.        “Participant”
means
      an eligible Employee who has
      timely filed a Participation Agreement and an Annual Election and for whom
      the
      Company maintains an Account pursuant to the provisions of the
      Plan.

    P.        “Participation
      Agreement” means the written
      document by which an Eligible Employee agrees to be subject to the terms of
      the
      Plan, designates his Beneficiary(ies), and elects the form of payment in the
      event benefits become payable due to his termination of Employment at
      retirement.

    Q.        “Plan”
means
      this Emerson Electric Co. Savings
      Investment Restoration Plan.

    R.        “Reporting
      Person” means an Employee who is
      required to file reports with the Securities and Exchange Commission pursuant
      to
      Section 16(a) of the Exchange Act.

    S.        “Specified
      Employee” means a key employee (as
      defined in Code Section 416(i) without regard to Code Section 416(i)(5))
      determined in accordance with the meaning of such term under Code Section 409A
      and the regulations promulgated thereunder. 

    T.        “Total
      and Permanent Disability” shall have the
      same meaning as set forth in the ESIP. 

     

    3

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    U.        “Unforeseeable
      Emergency” means a severe financial
      hardship to a Participant resulting from an illness or accident of the
      Participant, his spouse, his beneficiary, or a dependent (as defined in Code
      Section 152(a)) of the Participant, loss of the Participant's property due
      to
      casualty, or other similar extraordinary and unforeseeable circumstances arising
      as a result of events beyond the control of the Participant.

    V.        “Years
      of Service” means the most recent
      consecutive full years of Employment (commencing with the first day of an
      individual’s Employment and each anniversary thereof).

    SECTION
      II

    ELIGIBILITY
      AND PARTICIPATION

    Eligibility
      for participation in the Plan shall be limited each calendar
      year to those Employees who have been selected by the Committee from time to
      time. Such Employees may participate in the Plan by executing a Participation
      Agreement and filing an Annual Election in accordance with Section III.


    SECTION
      III

    DEFERRAL
      OF COMPENSATION

    A.        Prior
      to January 1,
      2008, the following amounts of Compensation may be deferred under the
      Plan:

    (i)        Any
      Participant who
      elects to make either the maximum pre-tax contribution to the ESIP for the
      calendar year permitted by Section 402(g) of the Code, or the maximum
      contribution to the ESIP for the ESIP plan year permitted by Sections 401(a)(17)
      or 415 of the Code, may elect to defer up to the excess of five percent (5%)
      of
      his Compensation over his Basic ESIP Contribution for such calendar
      year.

     

    4

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (ii)       In
      addition to deferrals
      permitted under subparagraph (i) above, each Participant may elect to defer
      up
      to fifteen percent (15%) of his Compensation for a calendar year.

    (iii)      The
      maximum amount which may be
      deferred for any calendar year for any Participant is twenty percent (20%)
      of
      his Compensation, minus his contribution for such calendar year to the
      ESIP.

    B.          On
      or after
      January 1, 2008, each Participant may elect to defer up to twenty percent (20%)
      of his Compensation for a calendar year.

    C.        Each
      year a Participant
      may elect the amount of Compensation to be deferred by filing an irrevocable
      Annual Election with the Committee no later than the December 31 prior to the
      calendar year for which such Compensation would otherwise be earned. If a
      Participant fails to timely file an Annual Election, he shall be deemed to
      have
      elected not to make any deferrals for the applicable Plan Year.

    D.        Notwithstanding
      Paragraph C, an employee who first becomes eligible to participate in the Plan
      during a Plan Year may file an Annual Election to defer amounts pursuant to
      Sections III.A or III.B within thirty (30) days after the date he first becomes
      eligible to participate in the Plan but only with respect to the Compensation
      relating to services to be performed subsequent to such election. This initial
      Annual Election rule also applies to a Participant who stopped participating
      in
      the Plan without receiving a distribution from the Plan either as a result
      of
      termination of employment or transferring to a position in which the Participant
      was ineligible to participate in the Plan, provided the Participant has not
      been
      an active Participant in the Plan (or any other nonqualified account balance
      plan maintained by the Company or any member of the Company’s controlled group)
      for at least 24 months.

     

    5

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    SECTION
      IV

    ESTABLISHMENT
      OF ACCOUNTS

    A.        The
      Committee will
      establish an Account for the benefit of each Participant. As of each payroll
      date, the Account of each Participant will be credited with the amount by which
      the Participant elected to defer his Compensation pursuant to Section III.
      

    B.        Each
      Participant’s
      Account shall be credited with matching amounts as follows:

    (i)        Prior
      to January 1,
      2008, a Participant’s account will also be credited, as of each payroll date,
      with fifty percent (50%) (but not in excess of 2.5% of a Participant’s
      Compensation and minus the matching amounts contributed by the Company for
      such
      Participant to the ESIP on account of the Participant’s Basic ESIP Contribution
      for such calendar year) of the amount by which the Participant elected to defer
      his Compensation pursuant to Section III.A(i).

    (ii)       On
      or after January 1,
      2008, a Participant’s account will also be credited, as of each payroll date,
      with fifty percent (50%) (but not in excess of 2.5% of a Participant’s
      Compensation and minus the matching amounts contributed by the Company for
      such
      Participant to the ESIP on account of the Participant’s Basic ESIP Contribution
      for such calendar year) of the first five percent (5%) of Compensation which
      the
      Participant elected to defer pursuant to Section III.B, provided Participant
      has
      elect to defer at least five percent (5%) of Compensation
      thereunder.

    C.        The
      Account will be
      reduced by any payments made under Section VIII.

    D.        Neither
      the Plan nor
      any Account shall hold any actual funds or assets. 

     

    6

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    SECTION
      V

    INVESTMENT
      INDICES

    The
      value of each Participant’s Account shall be measured as follows: (a)
      all amounts invested in the Plan prior to January 1, 1998 shall be measured
      against the underlying investment funds of the ESIP in the proportions reflected
      in the Company’s records for such Participant’s Account; and (b) all amounts
      invested in the Plan on or after January 1, 1998 shall be measured against
      the
      underlying investment funds of the ESIP in the proportions that the
      Participant’s ESIP accounts are invested in the underlying funds of the
      ESIP.

    SECTION
      VI

    CREDITING
      OF INVESTMENT GAINS AND LOSSES

    As
      of the end of each calendar quarter, the Committee shall credit or
      debit each Participant’s Account, as the case may be, with the appropriate
      amount of gain or loss assuming such Account had been invested in the underlying
      funds in the ESIP in the manner set forth under Section V. 

    SECTION
      VII

    VESTING

    A.        A
      Participant shall be
      fully vested in the portion of his Account attributable to amounts credited
      under Section IV.A. A Participant shall be vested in the portion of his Account
      attributable to amounts credited under Section IV.B pursuant to the following
      schedule:

     

    7

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    
      	
               

            	
              Years
                of Service

            	
              Percent
                Vesting

            


    

     

    
      	
               

            	
              Less
                than 1

            	
              0%

            


    

    
      	
               

            	
              1

            	
              20%

            


    

    
      	
               

            	
              2

            	
              40%

            


    

    
      	
               

            	
              3

            	
              60%

            


    

    
      	
               

            	
              4

            	
              80%

            


    

    
      	
               

            	
              5

            	
              100%

            


    

     

    B.        Notwithstanding
      the
      foregoing, the Participant shall be fully vested in his Accounts in the event
      of
      any of the following: (i) retirement with the approval of the Committee on
      or after attainment of age fifty-five (55); (ii) death or Total and
      Permanent Disability of the Participant; (iii) termination of the Plan; or
      (iv) a Change of Control.

     

    SECTION
      VIII

    PAYMENT
      OF BENEFITS

    A.        Unless
      otherwise
      provided herein, a Participant shall be paid on the January 1 of the calendar
      year immediately following the calendar year in which his termination of
      Employment occurs a single lump cash sum equal to the vested portion of his
      Account based upon the last valuation under Section V coincident with or
      immediately preceding such termination of Employment; provided, however, that
      a
      Participant whose termination of Employment is due to his retirement shall
      receive his vested Account in either a lump sum or in up to ten (10) equal
      annual installments as elected by the Participant on his Participation
      Agreement. Installments shall commence on January 1st of the calendar
      year immediately following the calendar year in which the Participant’s
      retirement occurs. For purposes of this Plan only, “retirement” means
      termination of employment on or after age 55. In the event that a Participant
      was not required to elect a form of payment on his Participation Agreement,
      such
      Participant shall have until the time specified by the Company, which shall
      be
      no later than December 31, 2007, to make an irrevocable election as to the
      manner of payment applicable to 

     

    8

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    all
      deferrals made after December 31, 2004 and payable in the event of a
      termination of Employment due to retirement, otherwise, payment shall be made
      as
      a single lump sum payment. Notwithstanding the foregoing, an election made
      pursuant to this Section VIII.A to change the manner of payment shall not apply
      to any amount that is or becomes payable in the calendar year in which such
      election is made. 

    B.        On
      the date of the
      Participant’s death, the vested portion of the Participant’s unpaid Account (if
      any), based upon the value as of the last valuation under Section V coincident
      with or immediately preceding the Participant’s death, shall be paid to his
      Beneficiary.

    C.          Notwithstanding
      Section VIII.A, if the benefit becomes payable due to the Participant’s
      termination of Employment (other than on account of death) and such Participant
      is a Specified Employee, payment of such benefit 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
      amounts would otherwise be paid or commence to be paid. 

    D.        Notwithstanding
      the
      preceding, in the event of a Change of Control, all future deferrals shall
      cease
      and each Participant shall be paid a single lump cash sum equal to the vested
      portion of his Account as of the last day of the month coincident with or
      immediately preceding the Change of Control. Whether a Change of Control has
      occurred shall be governed by Code Section 409A and the regulations and any
      guidance promulgated thereunder.

    E.        Upon
      the request of a
      Participant and a showing of an Unforeseeable Emergency, the Committee may,
      if
      it deems advisable in its sole and absolute discretion, distribute on behalf
      of
      the Participant any portion of the Participant’s Account, but in no event more
      than the amount necessary to satisfy such emergency plus amounts necessary
      to
      pay taxes 

     

    9

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    reasonably
      anticipated as a result of the distribution, after taking into
      consideration the extent to which such hardship is or may be relieved through
      reimbursement or compensation by insurance or otherwise, by liquidation of
      the
      Participant’s assets (to the extent the liquidation of such assets would not
      itself cause severe financial hardship) or by cessation of deferrals under
      this
      Plan. If the Participant is a Reporting Person, such request must be made at
      least six (6) months after the date of the Participant’s most recent election,
      with respect to any plan of the Company, that effected a “discretionary
      transaction” that was an “acquisition,” as those terms are defined in Rule 16b-3
      under the Exchange Act. Any amount which becomes payable by reason of an
      Unforeseeable Emergency shall be distributed as a lump sum on the date the
      Committee approves the hardship distribution and the Participant’s Account shall
      be reduced by the amount so distributed and/or utilized. 

    F.        In
      all cases in which
      amounts are payable upon a fixed date, payment is deemed to be made upon the
      fixed date if the payment is made on 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 (provided the Participant is not permitted,
      directly or indirectly, to designate the taxable year of payment). 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
      and
      the Participant is not permitted, directly or indirectly, to designate the
      taxable year of payment. 

    G.        A
      Participant shall
      designate on his Participation Agreement one or more Beneficiaries who shall
      receive the benefit payable under Section VIII.B in the event of the
      Participant’s death. A Beneficiary designation may be revoked or amended by a
      Participant at any time by providing written notice to the Executive
      Compensation Executive of Emerson. In

     

    10

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    the
      event that a designated Beneficiary predeceases the Participant,
      benefits shall be payable to the deceased Participant’s estate.

     

    SECTION
      IX

    ADMINISTRATION
      AND CLAIMS PROCEDURE

    A.        The
      Committee shall
      have the full power, authority and discretion to construe, interpret and
      administer all provisions of the Plan and a decision of a majority of the
      members of the Committee shall govern.

    B.        A
      decision of the
      Committee may be made by a written document signed by a majority of the members
      of the Committee or by a meeting of the Committee. The Committee may authorize
      any of its members to sign documents or papers on its behalf.

    C.        The
      Committee may
      appoint such agents, who need not be members of the Committee, as it may deem
      necessary for the effective exercise of its duties, and may, to the extent
      not
      inconsistent herewith, delegate to such agents any powers and duties, both
      ministerial and discretionary, as the Committee may deem expedient and
      appropriate.

    D.        A
      Participant who
      believes that he is being denied a benefit to which he is entitled (hereinafter
      referred to as “Claimant”) may file a written request for such benefit with the
      Committee setting forth his claim. The request must be addressed to:
      Compensation Committee, Emerson Electric Co., 8000 West Florissant, St. Louis,
      Missouri 63136.

    E.        Upon
      receipt of a claim
      the Committee shall advise the Claimant that a reply will be forthcoming within
      ninety (90) days and shall in fact deliver such reply in writing within such
      period. The Committee may, however, extend the reply period for an additional
      ninety (90) days for reasonable cause. If the claim is denied in whole or in
      part, the Committee 

     

    11

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    will
      adopt a written opinion using language calculated to be understood
      by the Claimant setting forth:

    (i)     
      the specific reason or reasons for denial,

    (ii)    
      the
      specific references to pertinent Plan provisions on which the denial is
      based,

    (iii)
   a
      description of any additional material or information necessary for the Claimant
      to perfect the claim and an explanation why such material or such information
      is
      necessary,

    (iv)    
      appropriate information as to the steps to be taken if the Claimant wishes
      to
      submit the claim for review, and

    (v)      the
      time limits for requesting a review under Section IX.F and Section
      IX.G.

    F.        Within
      sixty (60) days
      after the receipt by the Claimant of the written opinion described above, the
      Claimant may request in writing that the Chief Executive Officer of the Company
      review the determination of the Committee. Such request must be addressed to:
      Chief Executive Officer, Emerson Electric Co., 8000 West Florissant, St.
      Louis, Missouri 63136. The Claimant or his duly authorized representative may,
      but need not, review the pertinent documents and submit issues and comments
      in
      writing for consideration by the Chief Executive Officer. If the Claimant does
      not request a review of the Committee’s determination by the Chief Executive
      Officer within such sixty-day period, he shall be barred and estopped from
      challenging the Committee’s determination. 

    G.        Within
      sixty (60) days
      after the Chief Executive Officer’s receipt of a request for review, the Chief
      Executive Officer will review the Committee’s determination. After considering
      all materials presented by the Claimant, the Chief Executive Officer will


     

    12

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    render
      a written opinion, written in a manner calculated to be understood
      by the Claimant, setting forth the specific reasons for the decision and
      containing specific references to the pertinent Plan provisions on which the
      decision is based. If special circumstances require that the sixty-day time
      period be extended, the Chief Executive Officer will so notify the Claimant
      and
      will render the decision as soon as possible but not later than one hundred
      twenty (120) days after receipt of the request for review.

    SECTION
      X

    MISCELLANEOUS

    A.        Plan
      Year. The Plan Year shall be the calendar
      year.

    B.        Spendthrift.
      No Participant or Beneficiary shall
      have the right to assign, transfer, encumber or otherwise subject to lien any
      of
      the benefits payable or to be payable under this Plan and any attempt to do
      so
      shall be null and void. 

    C.        Incapacity.
      If, in the opinion of the Committee,
      a person to whom a benefit is payable is unable to care for his affairs because
      of illness, accident or any other reason, any payment due the person, unless
      prior claim therefor shall have been made by a duly qualified guardian or other
      duly appointed and qualified representative of such person, may be paid to
      some
      member of the person’s family, or to some party who, in the opinion of the
      Committee, has incurred expense for such person. Any such payment shall be
      a
      payment for the account of such person and shall be a complete discharge of
      any
      liability.

    D.        Employee
      Rights. The Employer, in adopting this
      Plan, shall not be held to create or vest in any Employee or any other person
      any benefits other than the benefits specifically provided herein, or to confer
      upon any Employee the right to remain in the service of the
      Employer.

     

    13

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    E.        Service
      of Process and Plan Administrator.

    (i)      The
      Vice President-Law of the Company shall be the agent for service of
      legal process.

    (ii)     The
      Company shall constitute the Plan Administrator.

    F.        Unfunded
      Plan. The Plan shall be unfunded. All
      payments to a Participant (or the Participant’s Beneficiary) under the Plan
      shall be made from the general assets of the Employer. The rights of any
      Participant to payment shall be those of an unsecured general creditor of the
      Employer.

    G.        Company
      Rights. The Company reserves the right to
      amend or terminate the Plan. Each Employer may terminate its participation
      in
      the Plan at any time. 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 Code Section 409A and in the manner set forth
      therein.

    H.        Validity.
      In the event any provision of the Plan
      is held invalid, void or unenforceable, the same shall not affect, in any
      respect whatsoever, the validity of any other provision of the
      Plan.

    I.         No
      Guarantee of Tax Consequences. While the
      Company has established and maintains the Plan, the Company makes no
      representation, warranty, commitment or guarantee concerning the income or
      other
      tax consequences of participation in the Plan under federal, state or local
      law.

    J.         Governing
      Law. The Plan shall be governed and
      construed according to the laws of the State of Missouri.

     

     

    14

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EMERSON
      ELECTRIC CO.

    SAVINGS
      INVESTMENT RESTORATION
      PLAN

    ANNUAL
      ELECTION FORM

     

    For
      Calendar Year 2008

     

    
      	
              A.

            	
              EMPLOYEE
                INFORMATION

            


    

     

    
      	
              Full
                Name:
                ______________________________________

            	
              SSN:
                ________________

            


    

     

    Home
      Address:
      ________________________________________________________

     

    
      	
              Date
                of Birth:
                ______________

            	
              Date
                of Hire:
                ____________

            	
              Badge
                #:
                __________

            


    

     

     

    
      	
              B.

            	
              CONTRIBUTION
                ELECTION

            


    

     

    The
      first five percent (5%) of compensation
      you elect to contribute to the Plan shall be matched at 50 cents on the dollar,
      subject to a limit of 2.5% of compensation and reduced by the amount of any
      match provided under the Emerson Electric Co. Employee Savings Investment Plan
      (ESIP).

     

    I
      hereby elect to defer receipt of the
      following percentage of my cash compensation (base and bonus) each applicable
      payroll period of the 2008 calendar year on a pre-tax basis (check one
      box):

     

    
      	
               

            	
              o
                5%

            	
              o
                6%

            	
              o
                7%

            	
              o
                8%

            	
              o
                9%

            	
              o
                10%

            	
               

            
	
               

            	
              o
                11%

            	
              o
                12%

            	
              o
                13%

            	
              o
                14%

            	
              o
                15%

            	
              o
                16%

            	
               

            
	
               

            	
              o
                17%

            	
              o
                18%

            	
              o
                19%

            	
              o
                20%

            	
               

            	
               

            	
               

            


    

     

     

    I
      understand that this Annual Election Form
      must be received in the office of Cynthia Heath no later than December 31,
      2007
      and that any Annual Election Form received after said date shall be of no effect
      for purposes of the Plan. I further understand that any election made pursuant
      to this Annual Election Form for the 2008 calendar year shall be irrevocable
      after December 31, 2007.

     

    
      	
              Signature:
                _____________________________________  

            	
              Date:
                _________________________

            


    

     

     

    
      	
              Return
                completed form
                to:

            	
              Cynthia
                Heath, Station
                2988

            


    

    
      	
               

            	
              Emerson
                Electric
                Co.

            


    

    
      	
               

            	
              8000
                W. Florissant
                Avenue

            


    

    
      	
               

            	
              St.
                Louis, MO
                63136

            


    

     

     

    SAVINGS
      RESTORATION FORM 1

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EMERSON
      ELECTRIC CO.

    SAVINGS
      INVESTMENT RESTORATION PLAN


    PARTICIPATION
      AGREEMENT

     

    I
      hereby acknowledge receipt of a copy of the
      Savings Investment Restoration Plan (“Plan”), which is hereby made a part of
      this Agreement. By executing this Agreement, I agree to comply with the terms
      of
      the Plan in all respects. 

     

    As
      a participant in the Plan, I understand
      that I shall have the right, in my sole discretion, to elect to defer up to
      20%
      of my gross compensation on a pre-tax basis for each upcoming calendar year
      by
      timely filing an Annual Election Form for such calendar year. I am, however,
      in
      no way obligated to make such an election for any year and the failure to make
      a
      deferral election for any year will not affect my right to do so for a
      subsequent calendar year. I understand that any amounts which I elect to defer
      under the Plan will not be included as compensation under the Emerson Electric
      Co. Retirement Plan.

     

    I
      understand that the Annual Election Form for
      any calendar year must be received in the office of Cynthia Heath no later
      than
      December 31 of the preceding calendar year, and that any Annual Election Form
      received after said date shall be of no effect for purposes of the Plan. I
      further understand that an election made for any calendar year shall be
      irrevocable after December 31 of the preceding calendar year.

     

    I
      understand that in the event my employment
      terminates due to my retirement, the vested portion of my benefits under the
      Plan shall be distributed either as a lump sum payment or annual installments
      as
      elected in Section I below. I further understand that this election as to the
      manner of payment is irrevocable and shall govern amounts deferred under my
      initial Annual Election Form as well as any amounts that I may elect to defer
      for future calendar years. If I fail to elect a manner of distribution at this
      time, I understand that any payment due on account of my retirement shall be
      made as a single lump sum distribution.

     

    Furthermore,
      I hereby designate the
      individual(s) named below in Section II as my beneficiary(ies) under the Plan;
      however, I reserve the right to change my beneficiary as provided under the
      Plan.

     

    
      	
              I.

            	
              MANNER
                OF
                DISTRIBUTION (in
                the event of retirement)

            


    

     

    o   Lump
      Sum

     

    o   Annual
      Installment Payments over a Period of
      ____ Years (not to exceed 10)

     

     

    
      	
              II.

            	
              BENEFICIARY
                DESIGNATION

            


    

     

    Full
      Name of Beneficiary(ies):
      ___________________________________________________

     

    Your
      relationship to Beneficiary(ies):
      ______________________________________________

     

    Address
      of Beneficiary(ies):
      _____________________________________________________

     

     

    
      	
              Signature:
                _________________________________

            	
              Date:
                ____________________

            


    

     

     

    SAVINGS
      RESTORATION FORM 2

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

     

    SAVINGS
      INVESTMENT RESTORATION
      PLAN

     

     

    
      	
              1.

            	
              Name:
                ____________________________________________

            


    

     

    
      	
              2.

            	
              Manner
                of
                Distribution

            


    

     

    I
      hereby elect that all deferrals and credits
      earned and vested under the Savings Investment Restoration Plan as of December
      31, 2004 and all amounts deferred or which become vested on or after January
      1,
      2005, which become payable on account of my termination of employment due to
      retirement, shall be distributed in the following manner: 

     

    o   
      lump sum 

     

    o   
      annual installments over ____ years (not to
      exceed 10 years)

     

     

    The
      undersigned acknowledges that, while this
      election is irrevocable with respect to amounts deferred or which become vested
      under the Savings Investment Restoration Plan on or after January 1, 2005,
      he or
      she may change the manner of distribution of deferrals and credits earned and
      vested as of December 31, 2004 at any time prior to the calendar year in which
      his or her termination occurs. 
      Unless the undersigned timely files a
      written request to change the manner in which his or her pre-2005 vested
      benefits are to be distributed, this election shall govern all amounts which
      become payable on
      account of his or her termination of employment.  The undersigned further
      acknowledges that
      in the event his or her termination of employment occurs in 2007, all vested
      amounts shall be distributed without regard to the manner of distribution
      elected on this form.

     

    
      	
              Signature:
                _____________________________________  

            	
              Date:
                _________________________

            


    

     

     

    
      	
              Return
                completed form
                to:

            	
              Cynthia
                Heath, Station
                2988

            


    

    
      	
               

            	
              Emerson
                Electric
                Co.

            


    

    
      	
               

            	
              8000
                W. Florissant
                Avenue

            


    

    
      	
               

            	
              St.
                Louis, MO
                63136

            


    

     

     

     

     

    SAVINGS
      RESTORATION 2007 FORM