SUPPLEMENTAL EXECUTIVE SAVINGS INVESTMENT PLAN

Exhibit 10 (l)

FOURTH AMENDMENT TO THE
EMERSON ELECTRIC CO.
SUPPLEMENTAL EXECUTIVE
SAVINGS INVESTMENT PLAN


WHEREAS, Emerson Electric Co. ("Company") previously adopted the
Supplemental Executive Savings Investment Plan ("Plan") effective as of August
1, 1989, in order to attract and retain selected executives; and

WHEREAS, the Company desires to amend and restate the Plan effective as of
January 1, 1998 (except as specified in Section VIII(A));

NOW, THEREFORE, effective as of January 1, 1998 (except as specified in
Section VIII(A)), the Plan is amended and restated to read as follows:

SECTION I

DEFINITIONS

A. "Account" means the book entry account established for each Participant
under Section IV.

B. "Basic ESIP Contribution" means the Participant's contribution to the
ESIP with respect to which the Participant's Employer makes a matching
contribution.

C. "Beneficiary" means the Beneficiary designated to receive a death
benefit under the Plan.

D. "Change of Control" means any of the following: (i) the purchase or
other acquisition (other than from the Company) by any person, entity or group
of persons, within the meaning of Section 13(d) or 14(d) of the Exchange Act
(excluding, for this purpose, the Company or its subsidiaries or any employee
benefit plan of the Company or its subsidiaries) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent
(20%) or more of the then-outstanding shares of common stock of the Company or
the combined voting power of the Company's then-outstanding voting securities

1

entitled to vote generally in the election of directors; (ii) individuals who,
as of August 1, 1989, constituted the Board of Directors of the Company (the
"Board" and, as of the date the "Incumbent Board") cease for any reason to
constitute at least the majority of the Board, provided that any person who
becomes a director subsequent to said date whose election or nomination for
election by the Company's stockholders was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other than an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) shall be, for purposes of this Section, considered as
though such person were a member of the Incumbent Board; or (iii) approval by
the stockholders of the Company of a reorganization, merger or consolidation, in
each case with respect to which persons who were the stockholders of the Company
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than fifty percent (50%) of, respectively, the
common stock and the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or consolidated corporation's
then-outstanding voting securities, or of a liquidation or dissolution of the
Company or of the sale of all or substantially all of the assets of the Company.

E. "Code" means the Internal Revenue Code of 1986, as amended.

F. "Committee" means the Compensation and Human Resources Committee of the
Board of Directors of the Company.

G. "Company" means Emerson Electric Co., a Missouri Corporation.

H. "Compensation" means, for any calendar year, all cash pay for such year
received by an Employee from the Employer plus amounts contributed through a
salary reduction arrangement to a qualified Plan which meets the requirements of
Section 401(k) of the Code or to a cafeteria plan which meets the requirements
of Section 125 of the Code, excluding any reimbursed item, any payment under any
Emerson Electric Co. Performance Share Bonus Plan or Incentive Shares Plan, any

2

payment for a stock appreciation right, any payment deferred for more than one
year and any severance pay. Compensation shall also include amounts deferred by
the Employee under this Plan.

I. "Employee" means any person employed by an Employer.

J. "Employer" means the Company and any of its subsidiaries or affiliates
which has, with the consent of the Board of Directors of the Company, adopted
the Plan.

K. "Employment" means employment with an Employer.

L. "ESIP" means the Emerson Electric Co. Employee Savings Investment Plan.

M. "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

N. "Participant" means an Employee eligible to participate in the Plan
pursuant to Section II.

O. "Plan" means this Emerson Electric Co. Supplemental Executive Savings
Investment Plan.

P. "Reporting Person" means an Employee who is required to file reports
with the Securities and Exchange Commission pursuant to Section 16(a) of the
Exchange Act.

Q. "Total and Permanent Disability" shall have the same meaning as set
forth in the ESIP.

R. "Years of Service" means the most recent consecutive full years of
Employment (commencing with the first day of an individual's Employment and each
anniversary thereof).

3


SECTION II

ELIGIBILITY

Participation in the Plan shall be limited each calendar year to those
Employees who have been selected by the Committee from time to time and who have
completed a form provided by the Committee.

SECTION III

DEFERRAL OF COMPENSATION

A. Any Participant who elects to make either the maximum pre-tax
contribution to the ESIP for the calendar year permitted by Section 402(g) of
the Code, or the maximum contribution to the ESIP for the ESIP plan year
permitted by Sections 401(a)(17) or 415 of the Code, may elect to defer up to
the excess of five percent (5%) of his Compensation over his Basic ESIP
Contribution for such calendar year.

B. In addition to deferrals permitted under Paragraph A, each Participant
may elect to defer up to ten percent (10%) of his Compensation for a calendar
year.

C. Such deferrals may be made on either a pre-tax basis, an after-tax
basis, or a combination of pre-tax and after-tax bases, as selected by the
Participant, and must be made by filing a written notice with the Committee.
Notwithstanding the preceding, a deferral under Paragraph A must be either one
hundred percent (100%) pre-tax or one hundred percent (100%) after-tax and a
deferral under Paragraph B must be either one hundred percent (100%) pre-tax or
one hundred percent (100%) after-tax.

D. An election to defer Compensation and the manner in which such deferrals
are to be made must be made by the December 1 prior to the calendar year for
which such Compensation would otherwise be earned.

E. The maximum amount which may be deferred for any calendar year for any
Participant is fifteen percent (15%) of his Compensation, minus his contribution
for such calendar year to the ESIP.

4

SECTION IV

ESTABLISHMENT OF ACCOUNTS

A. The Committee will establish an Account for the benefit of each
Participant. As of each payroll date, the Account of each Participant will be
credited with the amount by which the Participant elected to defer his
Compensation pursuant to Section III.

B. The Account will also be credited, as of each payroll date, with fifty
percent (50%) (but not in excess of 2.5% of a Participant's Compensation minus
the matching amounts contributed by the Company for such Participant to the ESIP
on account of the Participant's Basic ESIP Contribution for such calendar year)
of the amount by which the Participant elected to defer his Compensation
pursuant to Section III(a).

C. The Account will be reduced by any payments made under Section VIII.

SECTION V

INVESTMENT INDICES

The value of each Participant's Account shall be measured as follows: (a)
all amounts invested in the Plan prior to January 1, 1998 shall be measured
against the underlying investment funds of the ESIP in the proportions reflected
in the Company's records for such Participant's Account; and (b) all amounts
invested in the Plan on or after January 1, 1998 shall be measured against the
underlying investment funds of the ESIP in the proportions that the
Participant's ESIP accounts are invested in the underlying funds of the ESIP.

SECTION VI

CREDITING OF INVESTMENT GAINS AND LOSSES

As of the end of each calendar quarter, the Committee shall credit or debit
each Participant's Account, as the case may be, with the appropriate amount of
gain or loss assuming such Account had been invested in the underlying funds in
the ESIP in the manner set forth under Section V.

5

SECTION VII

VESTING

A. A Participant shall be fully vested in the portion of his Account
attributable to amounts credited under Section IV.A. A Participant shall be
vested in the portion of his Account attributable to amounts credited under
Section IV.B pursuant to the following schedule:

Years of Service Percent Vesting
---------------- ---------------
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 100%

B. Notwithstanding the foregoing, the Participant shall be fully vested in
his Accounts in the event of any of the following: (i) retirement with the
approval of the Committee on or after attainment of age fifty-five (55); (ii)
death or Total and Permanent Disability of the Participant; (iii) termination of
the Plan; or (iv) a Change of Control.

SECTION VIII

PAYMENT OF BENEFITS

A. A Participant shall be paid, within sixty (60) days following his
termination of Employment, a single lump cash sum equal to the vested portion of
his Account based upon the last valuation under Section V coincident with or
immediately preceding such termination of Employment; provided, however, that
effective October 1, 1997, a Participant may elect, at least twelve (12) months
prior to his termination of Employment, to receive his vested Account in ten
(10) or fewer substantially equal annual installments in lieu of a lump sum.
Such installments, if elected, shall commence on or before March 1 of the
calendar year following the Participant's termination. If the Participant is a
Reporting Person and makes the installment election permitted above, such
election is subject to the approval of the Committee.

6

In the event of the Participant's death, his Beneficiary shall be paid,
within sixty (60) days following such death, the vested portion of the
Participant's unpaid Account (if any) based upon the value as of the last
valuation under Section V coincident with or immediately preceding the
Participant's death.

Notwithstanding the preceding, the Committee, in its discretion, may

(i) value the Participant's Account as of any other date for purposes
of determining the amount of payment; and

(ii) direct that the Participant (or the Participant's Beneficiary)
shall be paid all or a portion of the vested portion of his Account as of
any other date designated by the Committee.

B. Notwithstanding the preceding, in the event of a Change of Control, all
future deferrals shall cease and each Participant shall be paid a single lump
cash sum equal to the vested portion of his Account as of the last day of the
month coincident with or immediately preceding the Change of Control. Such
payment shall be made, at such Participant's election, (i) upon the Change of
Control, or (ii) upon the Participant's termination of Employment after the
Change of Control. If the Participant is a Reporting Person, such election (and
any change in such election) is subject to the approval of the Committee.

C. A Participant may, at any time upon thirty (30) days' written notice to
the Committee, elect to be paid all or any portion of the aggregate amounts of
his after-tax deferrals under the Plan, reduced by (i) any prior payments of
such deferrals and (ii) any reduction in value of the Participant's Accounts
under Section V. If the Participant is a Reporting Person, such election is
subject to the approval of the Committee and must be made at least six (6)
months after the date of the Participant's most recent election, with respect to
any plan of the Company, that effected a "discretionary transaction" that was an
"acquisition," as those terms are defined in Rule 16b-3 under the Exchange Act.


7

D. The Committee may direct, upon the request of a Participant and a
showing of an emergency beyond the Participant's control which results in severe
financial hardship, that all or a portion of the value of such Participant's
Account be distributed to him. If the Participant is a Reporting Person, such
request must be made at least six (6) months after the date of the Participant's
most recent election, with respect to any plan of the Company, that effected a
"discretionary transaction" that was an "acquisition," as those terms are
defined in Rule 16b-3 under the Exchange Act.

SECTION IX

ADMINISTRATION AND CLAIMS PROCEDURE

A. The Committee shall construe, interpret and administer all provisions of
the Plan and a decision of a majority of the members of the Committee shall
govern.

B. A decision of the Committee may be made by a written document signed by
a majority of the members of the Committee or by a meeting of the Committee. The
Committee may authorize any of its members to sign documents or papers on its
behalf.

C. The Committee may appoint such agents, who need not be members of the
Committee, as it may deem necessary for the effective exercise of its duties,
and may, to the extent not inconsistent herewith, delegate to such agents any
powers and duties, both ministerial and discretionary, as the Committee may deem
expedient and appropriate.

D. A Participant who believes that he or she is being denied a benefit to
which he or she is entitled (hereinafter referred to as "Claimant") may file a
written request for such benefit with the Committee setting forth his claim. The
request must be addressed to: Compensation and Human Resources Committee,
Emerson Electric Co., 8000 West Florissant, St. Louis, Missouri 63136.

E. Upon receipt of a claim the Committee shall advise the Claimant that a
reply will be forthcoming within ninety (90) days and shall in fact deliver such
reply in writing within such period. The Committee may, however, extend the
reply period for an additional ninety (90) days for reasonable cause. If the

8

claim is denied in whole or in part, the Committee will adopt a written opinion
using language calculated to be understood by the Claimant setting forth:

(i) the specific reason or reasons for denial,

(ii) the specific references to pertinent Plan provisions on which the
denial is based,

(iii) a description of any additional material or information
necessary for the Claimant to perfect the claim and an explanation why such
material or such information is necessary,

(iv) appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review, and

(v) the time limits for requesting a review under Subsections F and G.

F. Within sixty (60) days after the receipt by the Claimant of the written
opinion described above, the Claimant may request in writing that the Chief
Executive Officer of the Company review the determination of the Committee. Such
request must be addressed to: Chief Executive Officer, Emerson Electric Co.,
8000 West Florissant, St. Louis, Missouri 63136. The Claimant or his or her duly
authorized representative may, but need not, review the pertinent documents and
submit issues and comments in writing for consideration by the Chief Executive
Officer. If the Claimant does not request a review of the Committee's
determination by the Chief Executive Officer within such sixty-day period, he or
she shall be barred and estopped from challenging the Committee's determination.

G. Within sixty (60) days after the Chief Executive Officer's receipt of a
request for review, the Chief Executive Officer will review the Committee's
determination. After considering all materials presented by the Claimant, the
Chief Executive Officer will render a written opinion, written in a manner
calculated to be understood by the Claimant, setting forth the specific reasons
for the decision and containing specific references to the pertinent Plan

9

provisions on which the decision is based. If special circumstances require that
the sixty-day time period be extended, the Chief Executive Officer will so
notify the Claimant and will render the decision as soon as possible but not
later than one hundred twenty (120) days after receipt of the request for
review.

SECTION X

MISCELLANEOUS

A. Plan Year. The Plan Year shall be the calendar year.

B. Spendthrift. No Participant or beneficiary shall have the right to
assign, transfer, encumber or otherwise subject to lien any of the benefits
payable or to be payable under this Plan.

C. Incapacity. If, in the opinion of the Committee, a person to whom a
benefit is payable is unable to care for his affairs because of illness,
accident or any other reason, any payment due the person, unless prior claim
therefor shall have been made by a duly qualified guardian or other duly
appointed and qualified representative of such person, may be paid to some
member of the person's family, or to some party who, in the opinion of the
Committee, has incurred expense for such person. Any such payment shall be a
payment for the account of such person and shall be a complete discharge of any
liability.

D. Employee Rights. The Employer, in adopting this Plan, shall not be held
to create or vest in any Employee or any other person any benefits other than
the benefits specifically provided herein, or to confer upon any Employee the
right to remain in the service of the Employer.

E. Service of Process and Plan Administrator.

(i) The Vice President-Law of the Company shall be the agent for
service of legal process.

(ii) The Company shall constitute the Plan Administrator.

10

F. Unfunded Plan. The Plan shall be unfunded. All payments to a Participant
(or the Participant's Beneficiary) under the Plan shall be made from the general
assets of the Employer. The rights of any Participant to payment shall be those
of an unsecured general creditor of the Employer.

G. Company Rights. The Company reserves the right to amend or terminate the
Plan. Each Employer may terminate its participation in the Plan at any time.

H. Reemployment. If a Participant is receiving benefits under the Plan and
is re-employed by an Employer, benefits shall cease until he is no longer
employed by an Employer.

I. Governing Law. The Plan shall be governed and construed according to the
laws of the State of Missouri.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officer this 6th day of May, 1998.

EMERSON ELECTRIC CO.


By: /s/ Jo Ann Harmon
-------------------------------------
Name: Jo Ann Harmon
-------------------------------------
Title: Senior Vice President
------------------------------------

11