THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Emerson Electric Company (EMR)

12/16/2005 Proxy Information

Prior to January 1, 2005, G. A. Lodge, a director, was employed by ICAL2, Inc. ("ICAL") which manages InnoCal II, L.P. ("InnoCal Fund II"), a $100 million private venture capital fund. Prior to January 1, 2005, Mr. Lodge received compensation of $100,000 per year from ICAL and had an indirect limited partnership interest of 0.175% in InnoCal Fund II, and an interest in the investment gains of InnoCal Fund II of 3.5%. The Company has invested $7 million and committed to invest an additional $3 million in InnoCal Fund II. On January 1, 2005, Mr. Lodge retired from ICAL, but retains his limited partnership interest.

Mr. Golden, a director, is a partner of the law firm of Davis Polk & Wardwell, which firm the Company retained in fiscal 2005 and expects to retain in fiscal 2006. The Company is advised that its payments to Davis Polk & Wardwell constitute less than one-half of one percent of that firm's revenues.

12/9/2004 Proxy Information

Prior to December 31, 2003, G. A. Lodge was employed by InnoCal Management, Inc. ("InnoCal Management I"), which managed a private venture capital fund, InnoCal L.P. ("InnoCal Fund I"). InnoCal Management I ceased operations effective December 31, 2003. The Company has committed to invest $10 million in InnoCal II, L.P. ("InnoCal Fund II"), a separate $100 million private venture capital fund which is managed by ICAL2, Inc. ("ICAL"). Mr. Lodge is employed by ICAL with a compensation of $100,000 per year. Mr. Lodge has an indirect interest of 0.175% in InnoCal Fund II, and an interest in the investment gains of InnoCal Fund II of 3.5%.

Mr. Golden is a partner of the law firm of Davis Polk & Wardwell, which firm the Company retained in fiscal 2004 and expects to retain in fiscal 2005.

12/10/2003 Proxy Information

G. A. Lodge is employed by InnoCal Management, Inc. ("InnoCal Management I"), which manages a private venture capital fund, InnoCal L.P. ("InnoCal Fund I"). The Company has committed to invest $10 million in InnoCal II, L.P. ("InnoCal Fund II"), a separate $100 million private venture capital fund which is managed by InnoCal Management II, LLC ("InnoCal Management II"). InnoCal Management I occasionally furnishes management services to InnoCal Management II, for which InnoCal Management II reimburses InnoCal Management I; InnoCal Management II is reimbursed this amount by InnoCal Fund II. The amount of such reimbursements in the Company's 2003 fiscal year attributable to Mr. Lodge's services to InnoCal Management II, and payable to Mr. Lodge, was $175,000. Mr. Lodge has an indirect interest of .175% in InnoCal Fund II, and an interest in the investment gains of InnoCal Fund II of 3.5%.

Mr. Golden is a partner of the law firm of Davis Polk & Wardwell, which firm the Company retained in fiscal 2003 and expects to retain in fiscal 2004.

E. E. Whitacre, Jr., Chairman and Chief Executive Officer of SBC Communications Inc., served as a Director and member of the Compensation and Human Resources Committee of the Company; and C. F. Knight, Chairman of the Board of the Company, served as a Director of SBC Communications Inc. during the last fiscal year.

William M. Van Cleve passed away in February 2003. He served as a partner of the law firm Bryan Cave LLP and a director of Emerson Electric Company. Emerson Electric Company retained services of the law firm Bryan Cave LLP in 2002.