Equalization Benefit Plan

JOHNSON CONTROLS, INC.
EQUALIZATION BENEFIT PLAN
JANUARY 1, 1999


1. PURPOSE


The purpose of this Johnson Controls Equalization Benefit Plan
(hereinafter referred to as the "Plan") is to restore retirement
benefits to certain participants in the Company's pension or savings
plans whose benefits under said plans are or will be limited by reason
of Sections 401(a)(17), 401(k), 401(m) 402(g) or 415 of the Internal
Revenue Code of 1986, as amended, ("Code"), and/or by reason of the
election of such employees to defer income or reduce salary pursuant to
this Plan or the Johnson Controls, Inc. Executive Incentive Compensation
Plan ("Incentive Plan").


This Plan is completely separate from the tax-qualified pension plans
maintained by the Company and is not funded or qualified for special tax
treatment under the Code.


2. EFFECTIVE DATE


The Plan became effective as of January 1, 1980, and was most recently
amended and restated effective January 1, 1999.


3. DEFINITIONS


The following additional terms as used herein shall have the meanings
set forth below.


a. "Company" means Johnson Controls, Inc., a Wisconsin Corporation.


b. "Participant" means an employee of the Company who is a
participant in both the Incentive Plan and in one or more of the
Retirement Plans or the Savings Plan, and who is designated for
participation herein by the Compensation Committee of the Board
of Directors of the Company.


c. "Savings Plan" means the defined contribution plan maintained by
the Company pursuant to Section 401(k) of the Internal Revenue
Code known as the Johnson Controls Savings and Investment Plan
and any successor to such plan maintained by the Company or any
successor or affiliate of the Company.


d. "Retirement Plans" means the defined benefit pension plans
maintained by the Company known as the Johnson Controls Pension
Plan Salaried Employees and the Johnson Controls Pension Plan
Battery Division Salaried Employees and any successor to either
of such plans maintained by the Company or any successor or
affiliate of the Company.


e. "Retirement Plan Benefits" means the aggregate monthly benefits
payable under the terms of the Retirement Plan.


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JOHNSON CONTROLS, INC.
EQUALIZATION BENEFIT PLAN
JANUARY 1, 1999


4. ADMINISTRATION


The Plan shall be administered by the Compensation Committee
(hereinafter referred to as the "Committee") of the Board of Directors
of the Company. Decisions and determinations by the Committee shall be
final and binding on all parties. The Committee shall have the authority
to interpret the Plan, to promulgate and revise rules and regulations
relating to the Plan and to make any other determinations which it deems
necessary or advisable for the administration thereof.


5. RETIREMENT PLAN SUPPLEMENT


Any Participant who retires under one of the Retirement Plans on or
after January 1, 1980, or such Participant's spouse or other
beneficiary, shall be entitled to a benefit payable hereunder in
accordance with this Section 5, equal to the excess, if any of


a. The amount of such Participant's, surviving spouse's or other
beneficiaries' Retirement Plan Benefits computed under the
provisions of the Retirement Plans, without regard to the
limitations imposed by reason of Section 415 of the Code or the
limit on considered compensation under Section 401(a)(17) of the
Code, and on the assumption that all amounts of income which the
Participant elected to defer under the Incentive Plan and/or
under Section 6 of this Plan were paid as "Compensation" as
defined in the Retirement Plan (to the extent not already
included in such "Compensation" under the applicable Retirement
Plan definition); over


b. The amount of Retirement Plan Benefits actually payable to such
Participant, surviving spouse or other beneficiary for each
month under the Retirement Plans, as computed under the
provisions of the Retirement Plans and subject to the above
mentioned limitations. Retirement Plan Supplement benefits under
this Section 5. shall become payable when a Participant or the
Participant's spouse or other beneficiary begins to receive
Retirement Plan payments and shall be payable in the same manner
and subject to all the same options, conditions, privileges and
restrictions as are applicable to the benefits payable to the
Participant, his spouse or other beneficiary under the
Retirement Plans.


6. SAVINGS PLAN SUPPLEMENT


a. For each calendar year beginning on or after December 31, 1986,
each Participant may elect that, in the event the Participant's
ability to make Before-Tax Matched Deposits under the Savings
Plan is limited by reason of Sections 401(k), 402(g) or 415 of
the Code and/or the limit on considered compensation under
Section 401(a)(17) of the Code, then the difference between the
Participant's actual Before-Tax Matched Deposits under the
Savings Plan for any calendar year and the amount that would
have been contributed as Before-Tax Matched Deposits but for
such limits shall be


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JOHNSON CONTROLS, INC.
EQUALIZATION BENEFIT PLAN
JANUARY 1, 1999


credited, as of December 31 of such year, to a "Savings Account"
on the Company's books in the name of such Participant. Such
Savings Account shall also be credited as of each December 31
with an amount equal to the difference between the amount of
Employer Contributions actually credited to the Participant's
Savings Plan Accounts for the year and the amount of Employer
Contributions that would have been so credited if the amount
determined under the preceding sentence had actually been
contributed to the Savings Plan (determined without regard to
the limitations imposed by Sections 401(m) and 415 of the Code).
An election under this Section 6 shall constitute an election by
the participant to reduce the Participant's salary by the amount
determined under the first sentence of this subsection (a), and
shall remain in effect from time to time unless and until
terminated prospectively by the Participant by written notice to
the Compensation Committee.


b. Amounts credited to a Participant's Savings Account hereunder to
the extent derived from Before-Tax Matched Deposits, will be
credited to a before-tax deposits subaccount of the
Participant's Savings Account, and amounts derived from employer
contributions will be credited to an employer contributions
subaccount of the Participant's Savings Account.


c. An additional amount shall be credited or charged to the Savings
Accounts established pursuant to this Section 6.


i. The additional credit (or charge) for employer
contribution subaccounts will be determined on a
quarterly basis and will be equal to the product of
the balance of each such subaccount as of the last
day of the next previous calendar quarter (the "Prior
Balance") and the rate of return experienced by the
Savings Plan's Company Stock Fund during the quarter.
In the event that the Savings Plan Company Stock Fund
should experience a loss for a given quarter,
employer contribution subaccounts will be reduced in
accordance with the procedures specified above to
reflect such loss.


ii. The additional credit for before-tax deposit
subaccounts shall be determined in accordance with
the following procedure.


(a) For periods prior to January 1, 1999, the
additional credit (or charge) for the before-tax
deposits subaccounts will be determined on a
quarterly basis and will be equal to the product
of the Prior Balance of such subaccount and the
rate of return experienced by the Savings Plan's
Fixed Income fund during the quarter.


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JOHNSON CONTROLS, INC.
EQUALIZATION BENEFIT PLAN
JANUARY 1, 1999


(b) For periods after December 31, 1998, the
additional credit (or charge) with respect to
each Participant's before-tax deposits
subaccount will be based upon the investment
gain (or loss) that the Participant would have
realized had his before-tax deposits subaccount
been invested, ...