Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)          The information provided in Item 5.02(e) of this Current Report on Form 8-K is hereby incorporated into this Item 5.02(b) by reference.

(e)          On April 4, 2007, Emerson Electric Co. (the “Company”) and W. Wayne Withers entered into a letter agreement and related consulting contract (summarized below and attached hereto as exhibits) in connection with Mr. Withers’ previously announced voluntary retirement as Secretary and General Counsel effective March 15, 2007, and his normal retirement as Executive Vice President and an employee effective November 30, 2007. Until his normal retirement, Mr. Withers will serve as Executive Vice President and Special Legal Advisor to the Company’s Chairman, Chief Executive Officer and President. Mr. Withers will be 67 years of age upon his normal retirement after 18 years of service to the Company.

Under the letter agreement, Mr. Withers agrees: (i) to continue in his role as Executive Vice President and Special Legal Advisor through November 30, 2007 and, in connection therewith, to assist with the transition of Frank L. Steeves as new General Counsel and Secretary of the Company; (ii) to provide consulting services to the Company for a period of two (2) years following his retirement; (iii) not to compete with the Company or solicit to hire the employees of the Company during the term of the consulting contract and for a period of two (2) years after the expiration of the consulting contract; (iv) not to use or disclose any secret or confidential information of the Company; (v) to release the Company from all claims; and (vi) to reaffirm his obligations under all existing non-competition agreements he has with the Company.

Under the letter agreement, Mr. Withers will continue to receive his current annual base salary through November 30, 2007 and will be eligible to receive a cash bonus for the fiscal year ending September 30, 2007. As provided in the stockholder-approved 1997 Incentive Shares Plan, he will also be eligible to receive the normal scheduled payout of the performance shares previously granted to him under the Company’s 2004 Performance Share Program, subject to the Company achieving the financial objectives under the Program and other applicable terms of the Program, 60% of which is payable in November 2007. As part of Mr. Withers’ retirement, the Compensation Committee of the Company’s Board of Directors has authorized, and the letter agreement provides, that: (i) as permitted under the 1997 Incentive Shares Plan, Mr. Withers will be eligible to receive a payout of the remaining 40% of the performance shares (maximum of 28,000) previously granted to him under the Company’s 2004 Performance Share Program, in November 2008; and (ii) as permitted under the stockholder-approved 1997 Incentive Shares Plan, an unvested restricted stock award of 50,000 shares with a three year term, which was previously granted to Mr. Withers, will vest as normally scheduled in October 2009.

As a result of his normal retirement from the Company effective November 30, 2007, commencing on December 1, 2007 Mr. Withers will be eligible to receive his monthly pension benefits earned as of that date under the Company’s all-employee retirement plan and the related supplemental executive retirement plan, payable monthly subject to the terms and conditions of the plans. In addition, in accordance with the provisions of the applicable stockholder-approved

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