Equalization Benefit Plan

JOHNSON CONTROLS, INC.
EQUALIZATION BENEFIT PLAN


ARTICLE 1.
PURPOSE AND DURATION


Section 1.1. Purpose. The purpose of the Johnson Controls Equalization Benefit 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 Code Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 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. Incentive Compensation Plan (Deferred Option Qualified). 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. The Plan is intended to be an unfunded plan covering a select group of management and highly compensated employees for purposes of ERISA.


Section 1.2. Duration of the Plan. The Plan became effective as of January 1, 1980, and was most recently amended and restated effective October 1, 2001. The provisions of the Plan as amended and restated apply to each individual with an interest hereunder on or after October 1, 2001. The Plan shall remain in effect until terminated by the Board pursuant to Article 9.


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, where the meaning is intended, the initial letter of the word is capitalized:


(a) "Account" means the record keeping account or accounts maintained to record the interest of each Participant under the Plan, and shall include the aggregate of the Participant's Retirement Supplement Account and Savings Supplement Account. An Account is established for record keeping purposes only and not to reflect the physical segregation of assets on the Participant's behalf, and may consist of such subaccounts or balances as the Committee may determine to be necessary or appropriate.


(b) "Board" means the Board of Directors of the Company.


(c) "Code" means the Internal Revenue Code of 1986, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of the Code shall be deemed to include reference to any successor provision thereto.


(d) "Committee" means the Compensation Committee of the Board.


(e) "Company" means Johnson Controls, Inc., a Wisconsin corporation, and its successors as provided in Article 14.


(f) "ERISA" means the Employee Retirement Income Security Act of 1974, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time


JOHNSON CONTROLS, INC.
EQUALIZATION BENEFIT PLAN


to time. Any reference to a specific provision of ERISA shall be deemed to include reference to any successor provision thereto.


(g) "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.


(h) "Incentive Plan" means the Johnson Controls, Inc. Executive Incentive Compensation Plan (Deferred Option Qualified) as from time to time amended and in effect.


(i) "Participant" means an employee of the Company or a subsidiary who is a participant in both the Incentive Plan and in the Retirement Plan or the Savings Plan, and who is designated for participation herein by the Committee. The Committee shall limit the foregoing group of eligible employees to a select group of management and highly compensated employees, as determined by the Committee in accordance with ERISA. Where the context so requires, a Participant also means a former employee entitled to receive a benefit hereunder.


(j) "Retirement Plan" means the defined benefit pension plan maintained by the Company known as the Johnson Controls Pension Plan and any successor to such plan maintained by the Company or any successor or affiliate of the Company.


(k) "Retirement Plan Benefits" means the aggregate monthly benefits payable under the terms of the Retirement Plan.


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


Section 2.2. Construction. Wherever any words are used in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are used in the singular or the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. Titles of articles and sections are for general information only, and the Plan is not to be construed by reference to such items.


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 illegal or invalid provision had not been included.


ARTICLE 3.
ADMINISTRATION


Section 3.1. General. The Committee shall administer the Plan. If at any time the Committee shall not be in existence, then the administrative functions of the Committee shall be assumed by the Board, and any references herein to the Committee shall be deemed to include references to the Board.


JOHNSON CONTROLS, INC.
EQUALIZATION BENEFIT PLAN


Section 3.2. Authority and Responsibility. In addition to the authority specifically provided herein, the Committee shall have the discretionary authority to take any action or make any determination it deems necessary for the proper administration of the Plan, including but not limited to: (a) prescribe rules and regulations for the administration of the Plan; (b) prescribe forms for use with respect to the Plan; (c) interpret and apply all of the Plan's provisions, reconcile inconsistencies or supply omissions in the Plan's terms; (d) make appropriate determinations, including factual determinations, and calculations; and (e) prepare all reports required by law.


Section 3.3. Decisions Binding. The Committee's determinations shall be final and binding on all parties with an interest hereunder, unless determined to be arbitrary and capricious.


Section 3.4. Procedures of the Committee. The Committee's determinations must be made by not less than a majority of its members present at the meeting (in person or otherwise) at which a quorum is present, or by written majority consent, which sets forth the action, is signed by the members of the Committee and filed with the minutes for proceedings of the Committee. A majority of the entire Committee shall constitute a quorum for the transaction of business. Service on the Committee shall constitute service as a director of the Company so that the Committee members shall be entitled to indemnification, limitation of liability and reimbursement of expenses with respect to their Committee services to the same extent that they are entitled under the Company's By-laws and Wisconsin law for their services as directors of the Company.


Section 3.5. Restrictions to Comply with Applicable Law. Notwithstanding any other provision of the Plan to the contrary, the Company shall have no liability to make any payment unless such payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity. In addition, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act. The Committee shall administer the Plan so that transactions under the Plan will be exempt from or comply with Section 16 of the Exchange Act, and shall have the right to restrict or rescind any transaction, or impose other rules and requirements, to the extent it deems necessary or desirable for such exemption or compliance to be met.


ARTICLE 4.
RETIREMENT PLAN SUPPLEMENT


Section 4.1. Eligibility for Retirement Plan Supplement. Any Participant who retires under the Retirement Plan on or after January 1, 1980, or such Participant's spouse or other beneficiary who is entitled to a benefit under the Retirement Plan, shall be entitled to a benefit payable hereunder in accordance with this Article 4.


Section 4.2. Amount of Retirement Plan Supplement. The amount of benefits to which an eligible individual is entitled shall equal the excess, if any, of:


(a) The amount of such Participant's, surviving spouse's or other beneficiary's Retirement Plan Benefits computed under the provisions of the Retirement Plan, without regard to the limitations imposed by reason of Section 415 of the Code or the limit on considered compen-


JOHNSON CONTROLS, INC.
EQUALIZATION BENEFIT PLAN


sation under Section 401(a)(17) of the Code, and on the assumption that all amounts of cash compensation which the Participant elected to defer under the Incentive Plan and/or under Article 5 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 Plan, as computed under the provisions of the Retirement Plan and subject to the above mentioned limitations.


Section 4.3. Payment of Benefits. Retirement Plan supplement benefits under this Article 4 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 Plan.


ARTICLE 5.
SAVINGS PLAN SUPPLEMENT


Section 5.1. Election and Crediting of Account. For each calendar year beginning on or after December 31, 1986, each Participant may elect, in such form and manner and within such time periods as the Committee may prescribe, that, in the event the Participant's ability to make Before-Tax Matched Contributions 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 Contributions under the Savings Plan for any calendar year and the amount that would have been contributed as Before-Tax Matched Contributions but for such limits shall be credited, as of December 31 of such year, to the Participant's Savings Supplement Account; provided that, when determining a Participant's compensation for purposes of this Article 5, the only bonus that may be included is the amount a Participant receives under the Incentive Plan for the calendar year. Such Savings Supplement Account shall also be credited as of each December 31 with an amount equal to the difference between the amount of Matching Contributions actually credited to the Participant's Savings Plan Accounts for the year and the amount of Matching 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); provided the Participant has met the eligibility requirements to receive a Matching Contribution under the Savings Plan for such year. An election under this Article 5 shall constitute an election by the Participant to reduce the Participant's salary by the amount determined under the first sentence of this Section 5.1, and shall remain in effect from time to time unless and until terminated prospectively by the Participant by written notice to the Committee in such form and manner and within such time periods as the Committee may prescribe. The Matching Contributions credited hereunder shall be subject to the same vesting requirements as are imposed under the Savings Plan.


JOHNSON CONTROLS, INC.
EQUALIZATION BENEFIT PLAN


Section 5.2. Termination of Election. A Participant's election to make supplemental Before-Tax Contributions to this Plan shall terminate at the same time as his election under the Savings Plan is terminated.


Section 5.3. Credits to Subaccounts. Amounts credited to a Participant's Savings Supplement Account hereunder to the extent derived from Before-Tax Matched Contributions will be credited to a before-tax contributions subaccount of the Participant's Savings Supplement Account, and amounts derived from employer contributions will be credited to an employer contributions subaccount of the Participant's Savings Supplement Account.


Section 5.4. Credit of Earnings, Gains and Losses. An additional amount shall be credited or charged to the Savings Supplement Account to reflect allocable hypothetical earnings, gains and losses as provided herein.


(a) 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 sum of the number of equivalent shares of common stock and/or preferred stock held in the Participant's account as of the last day of the previous quarter plus additional shares acquired as the result of dividend payments during the course of the quarter as determined by the total quarterly dividend payments divided by the average cost of a share of Company stock during the quarter, times the price of a share of Company stock as of the last business day of the quarter. The credit (or charge) is the difference in net value of the closing balance of the current quarter minus the closing balance of the previous 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.


(b) The additional credit for before-tax contributions subaccounts shall be determined in accordance with the following procedures.


(1) The additional credit (or charge) with respect to each
Participant's before-tax contributions subaccount will be
based upon the investment gain (or loss) that the Participant
would have realized had his before-tax contributions
subaccount been invested, in accordance with the Participant's
written election, in one or more of the Savings Plan Fixed
Income Fund, Saving Plan US Equity Index Commingled Pool or
Savings Plan Company Stock Fund. The additional credit (or
charge) shall be the sum, separately calculated for each of
the available investment options, of the product obtained by
multiplying the portion (if any) of the Participant's Prior
Balance of the before-tax contributions subaccount that is
deemed to have been invested in each investment option and the
rate of return experience by that investment option under the
Savings Plan during the quarter.


The credit (or charge) with respect to the Savings Plan
Company Stock Fund will be determined on a quarterly basis and
will be equal to the product of the sum of the number of
equivalent shares of common stock held in the participant's
before-tax contributions subaccount as of the last day of the
previous quarter plus any additional shares acquired as the
result of employee contributions during the


JOHNSON CONTROLS, INC.
EQUALIZATION BENEFIT PLAN


quarter plus dividend payments receive ...