X0303 4 2010-11-01 0000032604 EMERSON ELECTRIC CO EMR 0001393821 STEEVES FRANK L C/O EMERSON ELECTRIC CO. 8000 W. FLORISSANT ST. LOUIS MO 63136 0 1 0 0 Sr. VP, Secy & Gen. Counsel Common Stock 2010-11-01 4 A 0 28512 A 60688 D Common Stock 529.861 I 401(k) plan Common Stock 1422.57 I 401(k) excess plan Restricted Stock Units 2010-11-01 4 A 0 34560 A Common Stock 34560 34560 D Acquisition of 28,512 shares pursuant to Rule 16b-3 upon payout of 60% (51,840 units) of earned performance share award under shareholder-approved benefit plan. The payout was based on the level of achievement of financial targets for the performance period ended September 30, 2010. Of these 51,840 units, 28,512 units were paid in shares of Issuer stock, with the remaining 23,328 units paid in cash to cover the reporting person's tax obligations. Price is not applicable to acquisitions described in Note 1 and Note 3. Acquisition of 34,560 restricted stock units pursuant to Rule 16b-3 upon payout of 40% of earned performance share award under shareholder-approved benefit plan described in Note 1. The restricted stock units are subject to a one-year vesting period. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. /s/ Timothy G. Westman, Attorney-in-Fact for Frank L. Steeves 2010-11-03