AMENDMENT NO. 2 TO
EMERSON ELECTRIC CO.
1993 INCENTIVE SHARES PLAN
WHEREAS, pursuant to Section 12 of the Emerson Electric Co. 1993 Incentive Shares Plan ("Plan") the
Compensation and Human Resources Committee ("Committee")of the Board of Directors of Emerson Electric
Co. was given the authority, subject to specified limitations, to amend the Plan; and
WHEREAS, the Committee has approved an authorized Amendment to the Plan as herein set forth.
NOW THEREFORE, the Plan is amended as follows:
1. The title and the first paragraph of Section 7 are deleted and in their place is substituted the following:
"7. Time of Payment. Subject to the provisions of the following paragraghs of this Section 7, distribution of
amounts to which a Participant is entitled, because the applicable targeted performance objective is met, shall be
made as soon as practicable after the holder of the Performance Shares becomes entitled thereto, unless payment
of the Performance Award is subject to specified vesting conditions after attainment of the performance
objective, in which case payment shall be delayed until such vesting conditions have been satisfied."
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The foregoing is the full text of Amendment No. 2 to the Emerson Electric Co. 1993 Incentive Shares Plan as
approved by the Compensation and Human Resources Committee of the Board of Directors of Emerson Electric
Co. on June 6, 1995.