EMERSON ELECTRIC CO
AMEND NO1 TO 1991 STOCK OPTION PLAN
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<TYPE>EX-10
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<FILENAME>0005.txt
<DESCRIPTION>AMEND NO1 TO 1991 STOCK OPTION PLAN
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                                                                  Exhibit 10(c)
                             AMENDMENT NO. 1 TO THE
                              EMERSON ELECTRIC CO.
                             1991 STOCK OPTION PLAN
                             AS AMENDED AND RESTATED
                            EFFECTIVE OCTOBER 1, 1997

                  WHEREAS,  Emerson Electric Co. (the "Company") previously
adopted the Emerson Electric Co. 1991 Stock Option Plan, as amended and
restated effective October 1, 1997 (the "Plan"); and

                  WHEREAS, pursuant to Section 17 of the Plan, the Compensation
and Human Resources Committee (the "Committee") of the Board of Directors of
the Company was given the authority, subject to specified limitations, to amend
the Plan; and

                  WHEREAS,  the Committee has approved and authorized Amendment
No. 2 to the Plan;

                  NOW,  THEREFORE,  effective as of October 2, 1990, the Plan
is amended as follows:

                  The title and text of Section 10 of the Plan are deleted and
in their place is substituted the following:

         1.       Section 10 of the Plan is amended in its entirety as follows:

         "10.     Termination of Employment.

                  Any option issued hereunder must be exercised prior to the
optionee's termination of employment with the Company, a subsidiary or a joint
venture, except that if the employment of an optionee terminates with the
consent and approval of the optionee's employer, the Committee in its absolute
discretion may permit the optionee to exercise the option, to the extent that
the optionee was entitled to exercise it at the date of such termination of
employment, at any time within three (3) months after such termination, but not
after ten (10) years from the date of the granting thereof. In addition, in the
event that the Company, a subsidiary or an affiliate divests itself of all of
its interest in a subsidiary or an affiliate, the optionee may exercise vested
options at any time within three (3) months after such divestiture, but not
after ten (10) years from the date of the granting thereof.  In addition,
notwithstanding anything to the contrary herein, an optionee who terminates
employment on account of retirement (as determined by the Committee) may
exercise vested options granted on or after October 1, 1997, at any time within
five (5) years after such retirement, but not after ten (10) years from the
date of the granting thereof.  If an optionee terminates employment on account
of disability, the optionee may exercise such option, to the extent the
optionee was entitled to exercise it at the date of such termination, at any
time within one (1) year of the termination of employment but not after ten
(10) years from the date of the granting thereof.  For this purpose, a person
shall be deemed to be disabled if he or she is permanently and totally disabled
within the meaning of Section 422(c)(6) of the Code, which, as of the date
hereof, means that he or she is unable to engage in any substantial activity by
reason of any medically  determined  physical  or mental  impairment  which can
be expected to result in death or which has lasted or can be  expected  to last
for a period of not less than twelve (12) months.  A person shall be considered
disabled only if he or she furnishes such proof of disability as the Committee
may require.  Options granted under the Plan shall not be affected by any
change of employment so long as the optionee continues to be an employee of the
Company or a subsidiary thereof or, in the case of SAR's or options which are
not Incentive Stock Options, a joint venture of the Company.  The option
agreements may contains such provisions as the Committee shall approve with
reference to the effect of approved leaves of absence.  Nothing in the Plan or
in any option granted pursuant to the Plan shall confer on any individual any
right to continue in the employ of the Company or any subsidiary or joint
venture or interfere in any way with the right of the Company or any subsidiary
or joint venture thereof to terminate his or her employment at any time."

         2. Section 11 of the Plan is amended in its entirety as follows:

         "11.     Death.

                  In the event of the death of an optionee under the Plan while
he or she is employed by the Company (or a subsidiary or joint venture), the
options held by the optionee at death shall become fully vested immediately and
may be exercised by a legatee or legatees under the optionee's last will, or by
personal representatives or distributees, at any time within a period of one
(1) year after death, but not after ten (10) years from the date of granting
thereof.  In the event of the death of an optionee within three months after
termination of employment (or one (1) year in the case of the termination of
employment of an optionee who is disabled as above provided or five (5) years
in the case of termination of employment on account of retirement (only with
respect to options granted on or after October 1, 1997 as provided in paragraph
10 above)) the option theretofore granted may be exercised, to the extent
exercisable at the date of death, by a legatee or legatees under the optionee's
last will, or by personal representatives or distributees, at any time within a
period of one (1) year after death, but not after ten (10) years from the date
of granting thereof.


                                 * * * * * * * *

                  The foregoing is the full text of Amendment No. 1 to the
Emerson Electric Co. 1991 Stock Option Plan as amended and restated effective
October 1, 1997, as approved and authorized by the Compensation and Human
Resources Committee of the Board of Directors of Emerson Electric Co. on
June 27, 2000.



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