(b) On November 5, 2012, Walter J. Galvin indicated that he will retire as a member of the Board of Directors and as Vice Chairman of Emerson Electric Co. (the "Company"), effective February 5, 2013. After that date, it is expected that Mr. Galvin will become a consultant to the Company, under terms to be determined.

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

On November 6, 2012, the Board of Directors adopted amendments to the Company's Bylaws, effective on that date. The amended Bylaws, and a copy of the amended Bylaw provision marked to show changes from the prior Bylaw provision dated November 1, 2011, are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Article III, Section 3 of the Bylaws, which provided that no Director is permitted to stand for election or re-election to the Board after reaching the age of 72, has been amended to allow August A. Busch III to serve as a member of the Company's Board of Directors for an additional one-year term ending at the Company's Annual Meeting of Stockholders to be held in February 2014.

(d) Exhibits.

Exhibit  Description of Exhibits
Number

3.1      Bylaws of Emerson Electric Co., as amended through November 6, 2012.
         Article III, Section 3 of the Bylaws of Emerson Electric Co., as amended
3.2      through November 6, 2012, marked to show changes from prior Bylaw
         provision as amended through November 1, 2011.