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

(b) On February 3, 2009, David C. Farrell retired from the Board of Directors of Emerson Electric Co. (the "Company"), effective as of the election of Directors at the Company's Annual Meeting of Stockholders on February 3, 2009. Mr. Farrell did not stand for re-election at the Company's Annual Meeting in accordance with the requirement in the Company's Bylaws that an individual may not stand for election or re-election as a Director after the age of 72.

(d) On February 3, 2009, the Board of Directors of the Company elected Dr. Clemens Boersig, Chairman of the Supervisory Board of Deutsche Bank AG, as a Director of the Company. He will stand for election at the Company's 2010 Annual Meeting of Stockholders. Dr. Boersig was also appointed to serve as a member of the Compensation Committee and the Finance Committee.

Dr. Boersig will be compensated on the same basis as all other non-management Directors of the Company, as described under "Director Compensation" in the Company's Proxy Statement for its 2009 Annual Meeting of Stockholders. This includes an award of 3,450 shares of restricted stock, representing the $115,000 restricted stock portion of the annual retainer payable to all non-management Directors.

A copy of the February 9, 2009 press release announcing Dr. Boersig's election is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description of Exhibits

99.1 Press release dated February 9, 2009.

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