Exhibit
      10(j)

     

    AMENDMENT
      TO THE

    EMERSON
      ELECTRIC CO. 1997 INCENTIVE SHARES PLAN

    SOLELY
      FOR CODE SECTION 409A COMPLIANCE

     

    WHEREAS,
      Emerson Electric Co. (“Company”) previously adopted the Emerson
      Electric Co. 1997 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.