Exhibit
      10(d)

     

    DEFERRED
      COMPENSATION

    For
      Non-employee Directors

    (as
      Amended and Restated Effective January 1, 2005)

     

    
      	
              1.

            	
              Eligibility

            


    

     

    Each
      director who is not an employee of Emerson Electric Co. (“Emerson”
or the “Company”) or a corporation in which Emerson owns 50% or more of the
      outstanding stock, shall have the right to elect to defer the payment of all
      or
      any part of the cash compensation to which such director would otherwise be
      entitled as retainers or fees, whether for service on the Board of Directors
      of
      Emerson or on a committee thereof (“Fees”), with such deferred compensation
      payable at the time and in the manner hereinafter stated. 

     

    
      	
              2.

            	
              Election

            


    

     

    Each
      director who elects to defer Fees hereunder may, at the time of such
      election, also elect to have some or all of such deferred Fees converted into
      units equivalent to shares of Emerson common stock ("Units") in which case
      Emerson shall establish an account for such director and shall credit to the
      account a number of Units equal to the number of full and fractional shares
      of
      Emerson common stock ("Shares") which could be purchased with such deferred
      Fees
      on the date such Fees would have been paid had there been no deferral. In
      addition, any director who elected to defer Fees hereunder prior to
      implementation of the amended and restated Plan approved on June 6, 1989, may
      elect to have such deferred Fees not previously paid also converted into full
      and fractional Units. The price per Share for converting into Units shall be
      the
      mean between the high and the low of the price per Share on the New York Stock
      Exchange on such dates for such Shares, or if no Shares have been traded on
      such
      date, then the next succeeding date on which such Shares have been traded
      ("Market Price"). A director who elects to have deferred Fees converted into
      Units shall have his account credited with additional Units equal in value
      to
      dividends which he would have received if he had been the owner of a number
      of
      Shares equal to the number of Units in his account. The price per share for
      converting dividends into such additional Units shall be the Market Price as
      of
      the payment dates for such dividends. No director shall be deemed to be the
      owner of any Shares pursuant to this Plan.

     

    Each
      director shall have until the date specified by the Company, which
      shall be no later than the last day of the director’s taxable year, to execute
      and deliver to the Executive Compensation Executive of the Company (the
“Executive Compensation Executive”) a “Notice of Election” by which the director
      elects to defer a percentage, up to 100%, of Fees to be earned in subsequent
      taxable years and which, but for such election, would be paid to the director.
      Such Notice of Election must specify (i) the percentage or amount of Fees
      to be deferred, (ii) the manner of distribution, (iii) the beneficiary
      designations of the participating director, and (iv) the extent to which the
      deferred Fees are to be credited with interest as provided in Section 4 or
      converted into Units as specified above. 

     

    Notwithstanding
      any provision contained herein to the contrary, each
      director who first becomes eligible to participate in the Plan during a plan
      year may file a Notice of Election within thirty (30) days after the date he
      or
      she first becomes eligible to 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    (stock
      version)

     

    participate
      in the Plan, but only with respect to the Fees relating to
      services to be performed subsequent to such election.

     

    Once
      a director files his initial Notice of Election, the manner of
      distribution shall be irrevocable, even with respect to future deferrals. With
      respect to the percentage or amount of Fees to be deferred, the director’s
      Notice of Election shall remain in effect until changed or revoked by the filing
      of a new Notice of Election with the Executive Compensation Executive; however,
      as of December 31, such election becomes irrevocable with respect to Fees
      payable in connection with services performed in the immediately following
      year.
      An election relating to the conversion of deferred Fees into Units may be
      changed prospectively but no more frequently than once per calendar year by
      providing written notice to the Executive Compensation Executive. 

     

    Notwithstanding
      any provision contained herein to the contrary, a
      director shall have until the date specified by the Company, which shall be
      no
      later than December 31, 2007, to change the manner of payment previously
      elected; however, the director shall be prohibited from changing the payment
      elections with respect to payments that he would otherwise receive in
      2007.

     

    
      	
              3.

            	
              Payment
                of Deferred Fees

            


    

     

    Except
      as otherwise provided herein, payment of deferred Fees, together
      with any interest or dividend accruals thereon, (“Account Balance”) shall be
      paid to the director in a cash lump sum (with Fees which have been converted
      into Units, converted into cash equal to the Market Price on the payment date
      multiplied by the number of Units then being paid) on the date 30 days after
      his
      resignation or removal from office (whichever event occurs first), unless the
      director designated optional installment payments in the Notice of Election.
      The
      substantially equal annual installment payments will commence on the date 30
      days after his resignation or removal from office over a period not to exceed
      ten (10) years, provided however, that in the event such installment method
      of
      distribution will result in any regular installment being less than $400, the
      director’s entire Account Balance shall be distributed in a single lump sum on
      such date regardless of the manner of distribution designated on his Notice
      of
      Election. In the event a director shall elect to receive his Account Balance
      in
      installments, interest shall continue to be credited on the undistributed sums
      as provided in Section 4 and/or dividend accruals shall continue to be
      credited on the undistributed Units in his account as provided in Section 2.
      

     

    Notwithstanding
      any provision herein to the contrary, in the event the
      director’s Account Balance includes Fees which have been converted into Units,
      payment of such converted amounts which otherwise would have been payable prior
      to the date six months after the director’s resignation or removal from office
      shall be delayed until the date six months after the later of: (i) the
      director’s resignation or removal from office or (ii) the conversion of such
      Fees into Units. 

     

    In
      the event that a director demonstrates to the satisfaction of the
      Corporate Governance and Nominating Committee of the Company’s Board of
      Directors (the “Committee”) that he has suffered an unforeseeable emergency, the
      Committee may, if it deems advisable in its sole and absolute discretion,
      distribute any portion of the director’s Account Balance, but in no event more
      than the amount necessary to satisfy such emergency plus amounts necessary
      to
      pay taxes reasonably anticipated as a result 

     

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    (stock
      version)

     

    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 director’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. However, in no event may Fees
      which have been converted into Units be payable on account of hardship. Any
      amount which becomes payable on account of a financial hardship shall be
      distributed on the date the Committee approves the hardship distribution and
      the
      director’s Account Balance shall be reduced by the amount so distributed and/or
      utilized. For purposes of Section 3, an unforeseeable emergency shall mean
      a
      severe financial hardship to the director resulting from an illness or accident
      of the director, the director’s spouse, the director’s beneficiary, or a
      dependent (as defined by Code Section 152 but without regard to Section
      152(b)(1), (b)(2) and (d)(1)(B)) of the director, loss of the director’s
      property due to casualty, or other similar extraordinary and unforeseeable
      circumstances arising as a result of events beyond the control of the
      director.

     

    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 taxable year of the director or, if later, by the
      15th day of the third calendar month following the specified date,
      provided the director is not permitted, directly or indirectly, to designate
      the
      taxable year of the 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 director is not permitted, directly
      or indirectly, to designate the taxable year of the payment. 

     

    
      	
              4.

            	
              Interest
                Rate

            


    

     

    Deferred
      Fees which a director has not elected to be converted into Units
      shall be credited with interest compounded quarterly at the prime rate with
      any
      change in interest rate taking effect simultaneously with the change in the
      prime rate, or such other rate as may be established from time to time by the
      Committee. Such interest shall accrue from the dates that Fees would otherwise
      be payable had such Fees not been deferred. For all purposes of this Plan,
      the
      term “prime rate” shall mean the prime rate publicly announced by Bank of
      America, N.A. for 90-day commercial loans.

     

    
      	
              5.

            	
              Designation
                of
                Beneficiary

            


    

     

    Each
      director may designate one or more beneficiaries to receive all sums
      due to such director hereunder upon his death. Such beneficiary designation
      may
      be revoked or amended by such director, from time to time, by appropriate notice
      in writing delivered to the Executive Compensation Executive. In the absence
      of
      any beneficiary designation or in the event that the designated beneficiaries
      shall not be living at the time of death of the director, the account value
      on
      the date of death of the director shall be payable and delivered to the estate
      of such deceased director. 

     

    
      	
              6.

            	
              Death
                or Incapacity of
                Director

            


    

     

    Upon
      the death of a serving director, the entire Account Balance,
      including all Fees deferred under the Plan, and all unpaid installments of
      Fees
      then being paid and interest and earnings thereon, shall be distributed in
      one
      lump sum cash amount to his designated beneficiary or estate. In addition,
      with
      respect to a director 

     

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    (stock
      version)

     

    who
      has elected to have his deferred Fees converted into Units, a cash
      lump sum equal to the Market Price on the date of death multiplied by the number
      of Units credited to his account on such date shall be paid to his designated
      beneficiary or estate. Upon the death of a director who had previously retired
      and had elected an installment method of distribution, all sums remaining
      undistributed shall be paid in one lump sum cash amount to his designated
      beneficiary or estate. Payments required to be made under this
      Section shall be made on the date 30 days after the director’s
      death.

     

    In
      the event that any person to whom deferred Fees are distributable
      under the terms of this Plan shall be unable to properly manage his own affairs
      by reason of incapacity, all amounts payable hereunder may be paid to a duly
      appointed personal representative, conservator or guardian or to any person,
      firm or a corporation furnishing or providing support and maintenance to such
      distributee. The Company and its officers and employees shall be fully and
      completely exonerated from all liability to any distributee upon making payment
      in accordance with the terms of this paragraph.

     

    
      	
              7.

            	
              Change
                of Control

            


    

     

    Notwithstanding
      anything else contained in the Plan, in the event of a
      Change of Control (as hereinafter defined), the entire account balance of each
      director, including all Fees deferred under the Plan, and all unpaid
      installments of Fees then being paid, and interest and earnings thereon, shall
      immediately be paid to the director in a single cash lump sum on the date of
      the
      Change of Control. For the purpose of this section, a “Change of Control” shall
      mean 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 and the regulations promulgated thereunder.

     

    
      	
              8.

            	
              Amendment
                and
                Termination

            


    

     

    The
      Board may at any time amend or terminate this Deferred Compensation
      Plan; however, no action of the Board may permit anyone other than a director
      eligible under Section 1 to participate in the Plan. In the event the Plan
      is terminated, a director’s Account Balance 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.

     

    
      	
              9.

            	
              Miscellaneous

            


    

     

    The
      Committee shall have full power and authority to administer, construe
      and interpret this Plan. The Committee may, from time to time, name a Company
      employee to administer, construe or interpret the terms of the Plan. The
      decisions of the Committee concerning the administration, construction and
      interpretation of this Plan shall be final, conclusive and binding upon all
      parties involved, including the successors and assigns of Emerson. 

     

    No
      right or payment under this Plan shall be subject to anticipation,
      alienation, sale, assignment, pledge, encumbrance or charge, and any attempt
      to
      anticipate, alienate, sell, assign, pledge, encumber or charge the same shall
      be
      null and void. No right or payment hereunder shall be liable for or subject
      to
      the debts, contracts, liabilities or torts of the person entitled to such
      benefit. If any participant or beneficiary hereunder should become bankrupt
      or
      attempt to anticipate, alienate, sell, assign, 

     

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    (stock
      version)

     

    pledge,
      encumber or charge any right or payment hereunder, then such
      right or payment shall, in the discretion of the Committee terminate. In such
      a
      case, the Company may hold or apply the same or any part thereof for the benefit
      of the participant or beneficiary, his spouse, children or other dependents,
      or
      any of them, in such manner and in such proportion as the Committee shall
      determine, and their decision shall be final, conclusive and binding upon all
      persons involved.

     

    In
      the event of changes in the outstanding Shares of the Company by
      reason of stock dividends, spin-offs, recapitalization, mergers, consolidations,
      split-ups, combinations or exchange of shares and the like, the account of
      a
      director who has elected to convert his deferred Fees into Units shall be
      appropriately adjusted to reflect such action if such action consists of
      distribution of Company stock. For purposes of the foregoing, an appropriate
      adjustment shall mean, in the case of a stock dividend, stock split, or reverse
      stock split, an equitable adjustment so as to maintain the same proportionate
      number of Units as were allocated to the account prior to such action. If such
      action consists of any other distribution, the value of such distribution shall
      be converted to Units on the date of such distribution. 

     

    This
      Plan is unfunded. Detailed records of amounts deferred hereunder,
      including interest credits and payouts, shall be maintained by the Executive
      Compensation Executive, and made available on reasonable notice for any
      director's inspection with respect to such director's own deferrals.


     

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

     

     

    5

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    DIRECTORS
      DEFERRED COMPENSATION
      PLAN

    INITIAL
      NOTICE OF
      ELECTION

     

    
      	
              1.

            	
              Name
                of Director:
                __________________________________________________

            


    

     

    
      	
              2.

            	
              Percentage
                of Fees to be Deferred:
                ________%

            


    

     

    
      	
              3.

            	
              Deferral
                Options:

            	
              Cash
                ______%

            	
              Phantom
                Stock
                ______%

            


    

     

    
      	
              4.

            	
              Manner
                of Distribution
                (irrevocable):

            


    

    
      	
               

            	
              o

            	
              lump
                sum

            


    

    
      	
               

            	
              o

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

            


    

     

    
      	
              5.

            	
              Beneficiary
                Designation: Name and
                Address

            


    

    ______________________________________________________________________________________________________________________________________

     

    
      	
              6.

            	
              Alternative
                Beneficiary Designation:
                Name and Address

            


    

    ______________________________________________________________________________________________________________________________________

     

    The
      undersigned acknowledges this election as
      to the manner of distribution is irrevocable, even with respect to Fees that
      may
      be earned and deferred in future years; and that the election as to the
      percentage of Fees to be deferred shall remain in effect until the first day
      of
      the calendar year following the date a Notice of Election Change is filed with
      the Executive Compensation Executive of Emerson. Furthermore, the undersigned
      acknowledges that the deferral option in paragraph 3 may not be modified more
      often than annually.

     

    
      	
              By:
                _____________________________________  

            	
              Date:
                _________________________

            


    

     

     

    
      	
              Return
                completed form
                to:

            	
              Cynthia
                Heath, Station
                2988

            


    

    
      	
               

            	
              Emerson
                Electric
                Co.

            


    

    
      	
               

            	
              8000
                W. Florissant
                Avenue

            


    

    
      	
               

            	
              St.
                Louis, MO
                63136

            


    

     

    DIRECTOR
      FORM 1

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    DIRECTORS
      DEFERRED COMPENSATION
      PLAN

    NOTICE
      OF ELECTION
      CHANGE

     

    
      	
              1.

            	
              Name
                of Director:
                __________________________________________________

            


    

     

    
      	
              2.

            	
              Percentage
                of Fees to be Deferred:
                ________%

            


    

     

    
      	
              3.

            	
              Deferral
                Options:

            	
              Cash
                ______%

            	
              Phantom
                Stock
                ______%

            


    

     

    
      	
              4.

            	
              Beneficiary
                Designation: Name and
                Address

            


    

    ______________________________________________________________________________________________________________________________________

     

    
      	
              5.

            	
              Alternative
                Beneficiary Designation:
                Name and Address

            


    

    ______________________________________________________________________________________________________________________________________

     

    
      	
              6.

            	
              Change
                in Deferral Options (if any; no
                more often than annually):

            


    

     

    
      	
               

            	
              o

            	
              I
                elect to transfer ____% of my Phantom
                Stock account to the Cash option.

            


    

    
      	
               

            	
              o

            	
              I
                elect to transfer ____% of my Cash
                account to the Phantom Stock
                option.

            


    

     

    The
      undersigned acknowledges an election
      change as to the percentage of fees to be deferred shall not take effect until
      the first day of the next calendar year and shall remain in effect until the
      first day of the calendar year immediately following the date a new Notice
      of
      Election Change is filed with the Executive Compensation Executive of Emerson.
      Furthermore, the undersigned acknowledges that the deferral options in
      paragraphs 3 and 6 may not be modified more often than
      annually.

     

    
      	
              By:
                _____________________________________  

            	
              Date:
                _________________________

            


    

     

     

    
      	
              Return
                completed form
                to:

            	
              Cynthia
                Heath, Station
                2988

            


    

    
      	
               

            	
              Emerson
                Electric
                Co.

            


    

    
      	
               

            	
              8000
                W. Florissant
                Avenue

            


    

    
      	
               

            	
              St.
                Louis, MO
                63136

            


    

     

     

    DIRECTOR
      FORM 2

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    DIRECTORS
      DEFERRED COMPENSATION
      PLAN

    PAYMENT
      ELECTION FORM 

     

     

    
      	
              1.

            	
              Name:
                ____________________________________________

            


    

     

    
      	
              2.

            	
              Manner
                of
                Distribution:

            


    

     

    I
      hereby elect that all amounts, which have
      been deferred and may become deferred under the Deferred Compensation Plan
      for
      Non-Employee Directors shall be distributed in the following
      manner:

     

    
      	
               

            	
              o

            	
              lump
                sum

            


    

    
      	
               

            	
              o

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

            


    

     

    The
      undersigned acknowledges that this
      election is irrevocable and replaces any and all prior elections as to the
      manner of distribution for all Fees (and earnings), which were deferred or
      may
      be deferred under the Deferred Compensation Plan for Non-Employee
      Directors.

     

    
      	
              By:
                _____________________________________  

            	
              Date:
                _________________________

            


    

     

     

    
      	
              Return
                completed form
                to:

            	
              Cynthia
                Heath, Station
                2988

            


    

    
      	
               

            	
              Emerson
                Electric
                Co.

            


    

    
      	
               

            	
              8000
                W. Florissant
                Avenue

            


    

    
      	
               

            	
              St.
                Louis, MO
                63136