JOHNSON CONTROLS, INC.
DIRECTOR SHARE UNIT PLAN

ARTICLE 1.
PURPOSE AND DURATION

Section 1.1. Purpose. The purpose of the Johnson Controls, Inc. Director Share Unit Plan is to advance the Companys growth and success, and to advance the interests of its shareholders, by attracting and retaining well-qualified Outside Directors upon whose judgment the Company is largely dependent for the successful conduct of its operations and by providing such individuals with incentives to put forth maximum effort for the long-term success of the Companys business, thereby aligning their interests more closely with the interests of shareholders.

Section 1.2. Duration. The Plan was originally effective on November 18, 1998. The Plan was most recently amended and restated effective October 1, 2003. The provisions of the Plan as amended and restated apply to each individual with an interest hereunder on or after October 1, 2003; provided that no amendment hereto shall adversely affect the right of any Participant with respect to an election in effect prior to October 1, 2003.

ARTICLE 2.
DEFINITIONS AND CONSTRUCTION

Section 2.1. Definitions. Wherever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

     (a) Administrator means the Employee Benefits Policy Committee of the Company.

     (b) Beneficiary means the person or persons entitled to receive the interest of a Participant in the event of the Participants death as provided in Article 7.

     (c) Board means the Board of Directors of the Company.

     (d) Committee means the Corporate Governance Committee of the Board; provided, however, that if the Corporate Governance Committee does not include two or more non-employee directors within the meaning of Rule 16b-3 of the Exchange Act, then the term Committee means such other committee appointed by the Board consisting of two or more non-employee directors.

     (e) Company means Johnson Controls, Inc., a Wisconsin corporation, and any successor thereto as provided in Article 14.

     (f) Exchange Act means the Securities Exchange Act of 1934, as interpreted by regulations and rules issued pursuant thereto, all as amended and in effect from time to time.

Any reference to a specific provision of the Exchange Act shall be deemed to include reference to any successor provision thereto.

     (g) Fair Market Value means with respect to a Share, except as otherwise provided herein, the closing sales price of a Share on the New York Stock Exchange as of 4:00 p.m. EST on the date in question (or the immediately preceding trading day, if the date in question is not a trading day), and with respect to any other property, such value as is determined by the Administrator.

     (h) Outside Director means a member of the Companys Board who is not an officer or employee of the Company or a subsidiary.

     (i) Participant means each Outside Director who has a Retirement Account under the Plan. Where the context so requires, a Participant also means a former director who is entitled to a benefit hereunder.

     (j) Plan means the arrangement described herein, as from time to time amended and in effect.

     (k) Retirement Account means the record keeping account maintained to record the interest of each Participant under the Plan. A Retirement Account is established for record keeping purposes only and not to reflect the physical segregation of assets on the Participants behalf, and may consist of such subaccounts or balances as the Administrator may determine to be necessary or appropriate.

     (l) Share means a share of the Companys common stock, $0.16 par value.

     (m) Share Units means the hypothetical Shares that are credited to the Participants Retirement Account in accordance with Article 5.

     (n) Total and Permanent Disability means the Participants inability to perform the material duties of a Board member as a result of a medically-determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a period of at least 12 months, as determined by the Administrator. The Administrator may require the Participant to submit such medical evidence or to undergo a medical examination by a doctor selected by the Administrator as the Administrator determines is necessary in order to make a determination hereunder.

     (o) Valuation Date means each day when the United States financial markets are open for business, as of which the Administrator will determine the value of each Retirement Account.

Section 2.2. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein includes the feminine, the plural includes the singular, and the singular the plural.

Section 2.3. Severability. In the event any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the

Plan shall be construed and enforced as if the said illegal or invalid provision had not been included.

ARTICLE 3.

 

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