Exhibit 10.2

February __, _____

Director Name
Director Address

Dear ________:

I am pleased to advise you that the shareholders approved Emerson’s Directors Restricted Stock Plan. A summary of the Plan and a copy of the complete Plan are attached hereto as Exhibit A for your reference.

Your restricted stock award under the Plan for this year will be valued at $75,000. Accordingly, your ____ restricted stock grant is ___________ shares of Emerson common stock, based upon a fair market value on February __, ____ of _________ per share.

Your award of restricted stock under the Plan will need to be reported to the Securities and Exchange Commission on a Form 4 within two business days after the award. The procedures for reporting your award are described in Exhibit B hereto.

You will not be taxed on the value of the shares until the restrictions lapse UNLESS you elect otherwise by making a Section 83(b) election. However, the dividends you receive on the shares are taxable when received. Instructions on tax reporting that are relevant to this grant and a Section 83(b) election form are attached hereto as Exhibit C .

Dividends received on your restricted shares may be automatically reinvested in additional shares of Emerson stock through Emerson’s Dividend Reinvestment Plan; however such reinvestment will not impact the taxability of your dividends. You may choose to reinvest all or only a portion of the dividends paid on your Emerson stock. No fees or commissions are charged on the automatic reinvestment of dividends. Additional information on the Dividend Reinvestment Plan can be found on the Company website ( www.gotoemerson.com ) under the Investor Relations tab. You may contact _______, Director Investor Relations, at _________ for an enrollment form.

Personal regards,

Exhibit A

The principal provisions of the Restricted Stock Plan for Non-Management Directors are as follows:

• only non-management Directors are eligible to participate;
• the Corporate Governance/Nominating and Public Policy Committee will determine the portion of the annual retainer to be paid each year in restricted stock;
• the number of restricted shares will be based upon the average of the high and low trading prices for Emerson stock reported by the NYSE on the date of award;
• the restricted shares may not be transferred during your tenure on the Board and will be held by our transfer agent, Mellon Investor Services, until the restrictions lapse;
• during the restricted period, you will be entitled to receive all dividends and exercise all voting rights with respect to the restricted shares; and
• the restrictions will lapse, and the shares will vest, upon your death, disability or retirement from the Board, or upon a change in control of Emerson, or when your tenure on the Board ends for any other reason unless a majority of the members of the Corporate Governance/Nominating and Public Policy Committee determine that you have acted in a manner that is detrimental to Emerson's interests or reputation, or have failed to fulfill your responsibilities in a satisfactory manner.

[Emerson Electric Co.]
[Restricted Stock Plan for Non-Management Directors]

[incorporated by reference to Exhibit 10.1 hereto]

Exhibit B

INSTRUCTIONS FOR 2005 RESTRICTED STOCK GRANT – SEC

Exhibit C

RESTRICTED STOCK GRANT

TAX ELECTION INSTRUCTIONS FOR ____

The restrictions on your _________ shares of restricted stock granted February __, ____, will lapse and the shares will vest at the time you retire as a director of Emerson, or in the event of your death or disability or a change in control of Emerson while you are an Emerson director. If your tenure as a director ends for any other reason, the restrictions will lapse and the shares will vest unless a majority of the members of the Corporate Governance/Nominating and Public Policy Committee determine that you have not fulfilled your responsibilities to the Company or have acted in a manner detrimental to the Company. Because of the restrictions, the grant is generally not taxable until the shares vest, at which time they will be fully taxable to you as compensation based upon the per share value as of such date. You may, however, make a “Section 83(b)” election, in which event the shares will be fully taxable to you as current compensation based upon licy the per share value as of the date of grant. A sample Section 83 (b) election form and instructions for making the election are attached. Please note that the election must be filed with the Internal Revenue Service office where you file your return within 30 days after the date the shares are granted. (Since the shares were granted to you on February __, ____, you must file the election no later than March __, ____.)

Any dividends paid to you on such shares are taxable as ordinary income in the year of payment and will be subject to self-employment tax unless you have made a Section 83(b) election.

We recommend that you consult with your tax advisor regarding the availability of making a Section 83(b) election.

Instructions for Filing Section 83(b) Election

Election to Include Value of Restricted Stock Grant
In Gross Income Under 83(b) of the Internal Revenue Code

The undersigned hereby elects pursuant to 83(b) of the Internal Revenue Code of 1986, as amended, to include the value of the property described below in gross income and supplies the following information in accordance with the regulations promulgated thereunder:

Exhibit 10.3

Summary of
Compensation Arrangements
with Non-Management Directors

        Directors who are employees of the Company do not receive any compensation for service as Directors. Each non-management Director is paid an annual retainer of $120,000 and fees of $1,500 plus expenses for attendance at each Board meeting. A portion of the annual retainer is paid to the non-management Directors each year in the form of restricted stock. The percentage of the annual retainer to be paid in restricted stock each year is determined by the Corporate Governance/Nominating and Public Policy Committee of the Company’s Board of Directors (the “Committee”). For the 2005 fiscal year, the Committee has determined to pay $75,000 of the annual retainer in restricted stock.

        Each committee chairman is currently paid an annual retainer of $5,000, except the chair of the Audit Committee who is paid an annual retainer of $10,000, and each committee member is paid $1,250 plus expenses for attendance at each committee meeting.

        Directors may elect to defer all or a part of such cash compensation; such deferred amounts are credited with interest quarterly at the prime rate charged by Bank of America, N.A. In the alternative, Directors may elect to have deferred fees converted into units equivalent to shares of Company common stock and their accounts credited with additional units representing dividend equivalents. All deferred fees are payable only in cash.

        The Company has eliminated its Continuing Compensation Plan for Non-Management Directors who assumed office on or after June 4, 2002. A non-management Director who assumed office prior to June 4, 2002, and who serves as a Director for at least five years will, after the later of termination of service as a Director or age 72, receive for life a percentage of the annual $30,000 cash retainer for Directors in effect on June 4, 2002. Such percentage is 50% for five years’ service and increases by 10% for each additional year of service to 100% for ten years’ or more service. In the event that service as a covered Director terminates because of death, the benefit will be paid to the surviving spouse for five years.