Exhibit
      10(i)

     

    EMERSON
      ELECTRIC CO.

    ANNUAL
      INCENTIVE PLAN

    As
      Amended and Restated Effective January 1, 2005

     

    
      	
              I.

            	
              PURPOSE

            


    

     

    The
      purpose of the Emerson Electric Co. Annual Incentive Plan is to
      provide an annual incentive program for selected key executives which is based
      upon specific performance criteria established for a given Fiscal Year. In
      particular, this program is designed to (a) provide an annual incentive whereby
      a significant portion of such executives’ Fiscal Year compensation is based on
      their efforts in achieving the performance objectives of the Company and/or
      its
      subsidiaries or divisions, and (b) attract, motivate and retain key executives
      on a competitive basis in which total compensation levels are closely linked
      to
      the accomplishment of the Company’s financial and strategic
      objectives.

     

    
      	
              II.

            	
              DEFINITIONS

            


    

     

    The
      following words shall have the following meanings unless the context
      clearly requires otherwise:

     

    A.        “Annual
      Incentive
      Award” or “Award” means the amount of compensation payable to a Participant
      under the Program.

     

    B.        “Board
      of Directors”
means the Board of Directors of Emerson Electric Co.

     

    C.        “Committee”
means
      the
      Compensation Committee of the Board of Directors of Emerson Electric
      Co.

     

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

     

    E.        “Executive
      Compensation
      Executive” means the Executive Compensation Executive of Emerson Electric
      Co.

     

    F.        “Fiscal
      Year” means the
      Fiscal Year of the Company which is currently the twelve-month period ending
      September 30.

     

    G.        “Participant”
means
      an
      executive officer of the Company whom the Committee designates to receive an
      Award for a Fiscal Year.

     

    H.        “Program”
means
      this
      Emerson Electric Co. Annual Incentive Plan.

     

    I.         “Subsidiary”
      means any corporation more than 50% of whose stock is owned directly or
      indirectly by the Company.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    III.
    ELIGIBILITY

     

    Participation
      in the Program shall be limited to those executive officers
      of the Company as the Committee shall determine. Additions or deletions to
      the
      Program during a Fiscal Year shall be made only in the event of an unusual
      circumstance, such as a promotion or new hire.

     

    
      	
              IV.

            	
              DETERMINATION
                OF ANNUAL INCENTIVE
                AWARDS

            


    

     

    Annual
      Incentive Awards to Participants shall be based upon the
      accomplishment of specific performance objectives. The Committee shall establish
      performance objectives based on the following criteria: sales, earnings,
      earnings per share, pre-tax earnings and net profits, return on equity, and
      asset management. Performance objectives need not be the same in respect to
      all
      Participants and may be established separately for the Company as a whole or
      for
      its various groups, divisions, subsidiaries and affiliates. Each of the
      performance criteria shall be specifically defined by the Committee and may
      include or exclude specified items of an unusual or non-recurring nature. No
      Award shall be paid to any Participant if the applicable performance
      objective(s) are not achieved or if the Program is not approved by stockholders
      of the Company. In no event shall the total amount of an Award paid to any
      Participant in any Fiscal Year exceed six million dollars.

     

    As
      soon as practicable after the end of each Fiscal Year, Annual
      Incentive Awards for each Participant for such Fiscal Year shall be determined
      by the Committee. The Committee shall certify in writing the achievement of
      the
      applicable performance objective(s) and the amount of any Awards payable to
      Participants. Annual Incentive Awards to such Participants may be denied or
      adjusted downward by the Committee as, in the Committee’s sole judgment, is
      prudent based upon its assessment of the Participant’s performance and the
      Company’s performance during the Fiscal Year.

     

    
      	
              V.

            	
              TIME
                FOR PAYMENTS

            


    

     

    Annual
      Incentive Awards shall be paid in a lump sum generally by November
      30th, but in no event later than December 15th, following
      the end of each Fiscal Year. 

     

    
      	
              VI.

            	
              ADMINISTRATION
                OF THE
                PROGRAM

            


    

     

    The
      overall administration and control of the Program, including final
      determination of Annual Incentive Awards to each Participant, is the
      responsibility of the Committee. The Executive Compensation Executive shall
      be
      responsible for implementing the actions required under the
      Program.

     

    
      	
              VII.

            	
              VESTING

            


    

     

    A
      Participant must be in the employ of the Company or a Subsidiary
      through the last day of the Fiscal Year with respect to which an Annual
      Incentive Award is granted in order to be considered for the grant of such
      an
      Award by the Committee. He must also (subject to

    specific
      Committee action to the contrary as hereinafter set forth in
      this Section VII) be an employee of the Company or a Subsidiary on the date
      the
      Award is payable pursuant to Section V. The final determination as to Awards
      to
      be granted, and if so, the amount of such Awards, 

     

    2

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    shall
      be made by the Committee. Subject to Section IV, and in accordance
      with this Section VII, in the event a Participant terminates or is terminated
      by
      the Company or a Subsidiary, before or after the end of the Fiscal Year for
      any
      reason, including, but not limited to, retirement, disability, or death, the
      Committee shall have the sole discretion as to whether any such Award shall
      be
      paid, and, if so, the amount of such payment.

     

    
      	
              VIII.

            	
              AMENDMENT
                OR TERMINATION

            


    

     

    The
      Program may be amended or terminated at any time by action of the
      Committee; provided, however, that unless the stockholders of Emerson Electric
      Co. shall have first approved thereof, no amendment of the Program shall be
      effective which would increase the maximum amount which can be paid to a
      Participant under the Program, which would change the specified performance
      objectives for payment of Awards, or which would modify the requirements as
      to
      eligibility for participation in the Program. 

     

    
      	
              IX.

            	
              MISCELLANEOUS

            


    

     

    A.        All
      payments under the
      Program shall be made from the general assets of the Company or a Subsidiary.
      To
      the extent any person acquires a right to receive payments under the Program,
      such right shall be no greater than that of an unsecured general creditor of
      the
      Company or Subsidiary.

     

    B.        Nothing
      contained in
      the Program and no action taken pursuant thereto shall create or be construed
      to
      create a trust of any kind, or a fiduciary relationship between the Company
      or a
      Subsidiary and any other person.

     

    C.        No
      amount payable under
      the Program shall be subject in any manner to anticipation, alienation, sale,
      transfer, assignment, pledge, encumbrance or charge, either voluntary or
      involuntary, and any attempt to so alienate, anticipate, sell, transfer, assign,
      pledge, encumber or charge the same shall be null and void. No such amount
      shall
      be liable for or subject to the debts, contracts, liabilities, engagements,
      or
      torts of any person to whom such benefits or funds are or may be
      payable.

     

    D.        Nothing
      contained in
      the Program shall be construed as conferring upon any Participant the right
      to
      continue in the employ of the Company or a Subsidiary nor to limit the right
      of
      the employer to discharge him at any time, with or without cause.

     

    E.        The
      Program shall be
      construed and administered in accordance with the laws of the State of
      Missouri.

     

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

     

    3

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    


     

     

    INTRA-COMPANY
      CORRESPONDENCE

     

     

    TO:

     

    
      	
              FROM:

            	
              C.
                G. Heath

            


    

     

    DATE:

     

    
      	
              FILE:

            	
              EXECUTIVE
                COMPENSATION

            


    

     

    
      	
              SUBJECT:

            	
              FY
                2008 Extra Salary Program – Annual Incentive Plan
                Participant

            


    

     

     

    Attached
      is a copy of the FY 2008 Extra Salary Program, which as a
      participant, you should review and retain with your personal records. I urge
      you
      to read the Plan thoroughly so you understand the governing policies,
then acknowledge receipt by signing the
      bottom of
      this memo and returning it to Tammy Fritts at Emerson headquarters, Station
      2988.

     

    If
      you have any questions, don’t hesitate to call.

     

    CGH/tlf

     

    Attachment

    
      	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Signature

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Division

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Date

            


    

     

    
      	
              Return
                Form to: 

            	
              Tammy
                Fritts, Station 2988
Emerson Electric Co.
8000 W.
                Florissant Ave.
St. Louis, MO
                63136

            


    

     

     

    2008
      Annual Incentive Form.doc