EXHIBIT 4(A)

Exhibit 4(a)

TWENTIETH AMENDMENT TO THE
EMERSON ELECTRIC CO. EMPLOYEE SAVINGS INVESTMENT PLAN
AND THE
FOURTH AMENDMENT
TO THE COPELAND CORPORATION RETIREMENT SAVINGS PLAN
-----------------------------------------------------

WHEREAS, Emerson Electric Co. ("Company") previously adopted the

Emerson Electric Co. Employee Savings Investment Plan ("Plan"); and

WHEREAS, Copeland Corporation ("Copeland") previously adopted the

Copeland Corporation Retirement Savings Plan ("Copeland Plan"); and

WHEREAS, the Company reserved the right to amend the Plan pursuant to

Section 16.1 thereof; and

WHEREAS, the Company and Copeland desire to amend the Plan and the

Copeland Plan, respectively, to merge the assets and liabilities to form one

plan, the successor plan to be the Emerson Electric Co. Employee Savings

Investment Plan;

NOW, THEREFORE, the Plan and the Copeland Plan are merged effective

January 1, 1994 to form the Emerson Electric Co. Employee Savings Investment

Plan.

IN WITNESS WHEREOF, the Company and Copeland have caused this

Amendment to be executed this 1st day of July, 1994.

EMERSON ELECTRIC CO.

By: /s/ H. M. Smith
-----------------------------------------
H. M. Smith
Assistant Secretary

COPELAND CORPORATION

By: /s/ H. M. Smith
-----------------------------------------
H. M. Smith
Assistant Secretary