Exhibit 10.3

AMENDMENT NO. 1 TO LONG-TERM CREDIT AGREEMENT

        This Amendment No. 1 (this “Amendment”) is entered into as of March 11, 2005, by and among Emerson Electric Co. (the “Borrower”), JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A.), individually as a Lender and as agent (“Agent”), and the other financial institutions signatory hereto as Lenders.

RECITALS

        A.        The Borrower, the Agent and the Lenders are party to that certain Long-Term Credit Agreement dated as of March 12, 2004 (the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.

        B.        The Borrower, the Agent and the undersigned Lenders wish to amend the Credit Agreement and the other Loan Documents on the terms and conditions set forth below.

        NOW, THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

        1.     Amendments to Credit Agreement. Upon the “Effective Date” (as defined below), the Credit Agreement and the other Loan Documents shall be amended as follows:

                (a)     All references in the Credit Agreement and the other Loan Documents to “Bank One, NA” or “Bank One” shall be deemed references to “JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA”.

                (b)    Section 1.01 of the Credit Agreement shall be amended by deleting the definitions of “Consolidated Net Worth” and “Short-Term Credit Agreement”.

                (c)    The definition of “Absolute Rate Interest Period” set forth in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

                “Absolute Rate Interest Period” means, with respect to an Absolute Rate Advance, a period of not less than 7 and not more than 180 days commencing on a Business Day selected by the Borrower pursuant to this Agreement; provided, however, that (a) if an Absolute Rate Interest Period would otherwise end on a day which is not a Business Day, such Absolute Rate Interest Period shall, subject to clause (b) below, end on the next succeeding Business Day and (b) any Absolute Rate Interest Period which would otherwise end after the Facility Termination Date shall end on the Facility Termination Date.

                (d)    Section 2.01.2 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

                (e)    Section 5.01(c) of the Credit Agreement shall be deleted in its entirety and replaced with the word “Reserved.”

                (f)    Section 5.09 of the Credit Agreement shall be deleted in its entirety. All references in the Credit Agreement to Section 5.09 shall be deleted.

                (g)    Section 7.05 of the Credit Agreement shall be amended by adding the following new sentence at the end thereof:

                (h)    The first sentence of Section 9.06(c) of the Credit Agreement shall be amended and restated in its entirety to read as follows:

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                (i)    The terms “Level I Status”, “Level II Status”, “Level III Status” and “Level IV Status” set forth in the Pricing Schedule to the Credit Agreement shall be amended and restated in their entirety to read as follows:

        2.     Representations and Warranties of the Borrower. The Borrower represents and warrants that:

                (a)    The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action, and this Amendment constitutes a valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

                (b)    Each of the representations and warranties of the Borrower contained in the Credit Agreement is true and correct in all material respects on and as of the date hereof as if

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made on the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such earlier date;

                (c)    Immediately after giving effect to this Amendment, no Default shall have occurred and be continuing.

        3.     Effective Date. This Amendment shall become effective as of the date hereof on the date (the “Effective Date”) when the Agent shall have received duly executed counterparts of this Amendment from the Agent, the Borrower and the Required Lenders; provided that Section 1(i) hereof shall become effective when the Agent shall have received duly executed counterparts of this Amendment from all Lenders.

        4.     Reference to and Effect Upon the Credit Agreement.

                (a)    Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

                (b)    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or any Lender under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” (and each reference in any other Loan Document to “the Credit Agreement”) or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

        5.     GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

        6.     Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

        7.     Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[signature pages follow]

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        IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

S-1
[TO AMENDMENT NO.1]

S-2
[TO AMENDMENT NO.1]

S-3
[TO AMENDMENT NO.1]

S-4
[TO AMENDMENT NO.1]