Executive Deferred Compensation Plan, Amended And Restated

Exhibit 10.S JOHNSON CONTROLS, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN ARTICLE 1.
PURPOSE AND DURATION Section 1.1. Purpose . The Johnson Controls, Inc. Executive Deferred Compensation Plan (the " Plan" ) permits certain employees of the Company and its Affiliates to defer amounts otherwise payable or shares deliverable under separate bonus or equity plans or programs maintained by the Company or an Affiliate. Section 1.2. Duration . The Plan was originally effective on October 1, 2001, as a consolidation of the deferral features of various separate plans. The Plan is amended and restated effective as of January 1, 2008. The Plan shall remain in effect until terminated by the Board pursuant to Section 9.6. 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. 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 Administrator may determine to be necessary or appropriate. (b) " Act" means the Securities Act of 1933, 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 Act shall be deemed to include reference to any successor provision thereto. (c) " Administrator" means the Employee Benefits Policy Committee of the Company. (d) " Affiliate" means each entity that is required to be included in the Company' s controlled group of corporations within the meaning of Code Section 414(b), or that is under common control with the Company within the meaning of Code Section 414(c); provided that for purposes of determining when a Participant has incurred a Separation from Service, the phrase " at least 50 percent" shall be used in place of the phrase " at least 80 percent" in each place that phrase appears in the regulations issued thereunder. (e) " Beneficiary" means the person(s) or entity(ies) designated by a Participant to be his beneficiary for purposes of this Plan as provided in Section 9.2.


(f) " Board" means the Board of Directors of the Company. (g) " Change of Control" has the meaning ascribed in Section 8.3. (h) " 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. (i) " Committee" means the Compensation Committee of the Board, which shall consist of not less than two members of the Board, each of whom is also a director of the Company and qualifies as a " non-employee director" for purposes of Rule 16b-3 of the Exchange Act. (j) " Company" means Johnson Controls, Inc., and its successors as provided in Section 9.8. (k) " Deferral" means the amount credited, in accordance with a Participant' s election or as required by the Plan, to the Participant' s Account in lieu of the payment in cash thereof, or the issuance of Shares with respect thereto. Deferrals include the following: (1) Annual Incentive Deferrals: A deferral of all or a portion of a Participant' s performance cash award under the Johnson Controls, Inc. Annual Incentive Performance Plan (or any successor plan thereto) and, with the consent of the Administrator, any other annual bonus plan maintained by the Company or an Affiliate. (2) Long-Term Incentive Deferrals: A deferral of all or a portion of a Participant' s performance cash award under the Johnson Controls, Inc. Long-Term Incentive Performance Plan (or any successor plan thereto) and, with the consent of the Administrator, any other multi-year bonus plan maintained by the Company or an Affiliate. (3) Share Deferrals: On or before December 31, 2007, a deferral of the Shares that would have otherwise been issued to a Participant in the form of restricted stock under any plan of the Company providing for the grant of restricted stock. Effective January 1, 2008, Share Deferrals are not permitted under the Plan. (4) Deferred Restricted Stock Dividends: A deferral of the dividends paid on restricted shares granted under any plan of the Company while such shares are subject to a period of restriction. (l) " 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 to time. Any reference to a specific provision of ERISA shall be deemed to include reference to any successor provision thereto.

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(m) " 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. (n) " Fair Market Value" means with respect to a Share, except as otherwise provided herein, the closing sales price 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. (o) " Investment Options" means the investment options offered under the Johnson Controls Savings and Investment (401k) Plan (excluding the Company stock fund) or any successor plan thereto, the Share Unit Account, and any other alternatives made available by the Administrator, which shall be used for the purpose of measuring hypothetical investment experience attributable to a Participant' s Account. (p) " Participant" means an employee of the Company or any Affiliate who is employed in the United States and is participating in the Company' s Stock Ownership Program, and any other employee of the Company or any Affiliate who is selected for participation under a Company or Affiliate plan described in paragraph (k) and who is offered the ability (or is required) to make Deferrals hereunder. Notwithstanding the foregoing, 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. (q) " Plan Year" means the fiscal year of the Company. (r) " Separation from Service" means a Participant' s cessation of service for the Company and all Affiliates within the meaning of Code Section 409A, including the following rules: (1) If a Participant takes a leave of absence from the Company or an Affiliate for purposes of military leave, sick leave or other bona fide leave of absence, the Participant' s employment will be deemed to continue for the first six (6) months of the leave of absence, or if longer, for so long as the Participant' s right to reemployment is provided by either by statute or by contract; provided that if the leave of absence is due to the Participant' s medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of six (6) months or more, and such impairment causes the Participant to be unable to perform the duties of his position with the Company or an Affiliate or a substantially similar position of employment, then the leave period may be extended for up to a total of twenty-nine (29) months. If the period of the leave exceeds the time periods set forth above and the Participant' s right to reemployment is not provided by either

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statute or contract, the Participant will be considered to have incurred a Separation from Service on the first day following the time periods set forth above. (2) A Participant will be presumed to have incurred a Separation from Service when the level of bona fide services performed by the Participant for the Company and its Affiliates permanently decreases to a level equal to 20% or less of the average level of services performed by the Participant for the Company or its Affiliates during the immediately preceding thirty-six (36) month period (or such lesser period of service). (3) The Participant will be presumed not to have incurred a Separation from Service while the Participant continues to provide bona fide services to the Company or an Affiliate in any capacity (whether as an employee or independent contractor) at a level that is at least 50% or more of the average level of services performed by the Participant for the Company or its Affiliates during the immediately preceding thirty-six (36) month period (or such lesser period of service). (s) " Share" means a share of common stock of the Company. (t) " Share Unit Account" means the account described in Article 7, which is deemed invested in Shares. (u) " Share Units" means the hypothetical Shares that are credited to the Share Unit Account in accordance with Article 7. (v) " 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 Account and will make allocations to Accounts. 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 use 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.

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ARTICLE 3.
PARTICIPATION Section 3.1. Effective Date . Each individual for whom an Account is maintained under the Plan as of December 31, 2007, shall continue in participation hereunder on January 1, 2008. Section 3.2. New Participants . Each employee of the Company or an Affiliate shall automatically become a Participant on the date he makes (or is deemed to make) a deferral election under Article 4. ARTICLE 4.
DEFERRALS OF COMPENSATION Section 4.1. Annual Incentive Deferrals . A Participant may elect during the first 180 days of the performance period for which an annual incentive award is made, to have all or a part of the amount payable under his annual incentive award (but not less than $1,000) deferred under this Plan. A Participant' s election to defer an annual incentive award payment shall be effective only for the award to which the election relates, and shall not carry over from award to award. Notwithstanding the foregoing, if the Administrator determines that an annual incentive award does not qualify as performance-based compensation within the meaning of Code Section 409A, or determines that at the time of the election described above the compensation payable under such award will be readily ascertainable, then the Administrator may specify an earlier election period consistent with the requirements of Code Section 409A. As of the end of the election period, the Participant' s deferral election shall be irrevocable except as provided in Section 4.4. Section 4.2. Long-Term Incentive Deferrals . A Participant may elect during the first 180 days of the performance period for which a long-term incentive award is made, to have all or a part of the amount payable under his long-term incentive award (but not less than $1,000) deferred under this Plan. A Participant' s election to defer a long-term incentive payment shall be effective only for the award to which the election relates, and shall not carry over from award to award. Notwithstanding the foregoing: (a) if the Administrator determines that a long-term incentive award qualifies as performance-based compensation within the meaning of Code Section 409A and that at the time of the election no portion of the compensation payable under such award will be readily ascertainable, the Administrator may specify a later election period, which in all events must be prior to the first day of the final year of the performance period for such award (whether a calendar year or the fiscal year of the Company or an Affiliate, as applicable), or (b) if the Administrator determines that a long-term incentive award does not qualify as performance-based compensation within the meaning of Code Section 409A, or determines that at the time of the election described above the compensation payable under such award will be readily ascertainable, then the Administrator may specify an earlier election period consistent with the requirements of Code Section 409A. .

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As of the end of the election period, the Participant' s deferral election shall be irrevocable except as provided in Section 4.4. Section 4.3. Deferral of Dividends on Restricted Stock . All cash dividends paid with respect to restricted stock granted by the Company to a Participant while such stock is subject to a period of restriction shall be automatically deferred as Deferred Restricted Stock Dividends. Deferred Restricted Stock Dividends shall be subject to the same risk of forfeiture as the restricted shares to which such Deferrals relate. Section 4.4. Cancellation of Deferral Elections . If the Administrator determines that a Participant' s deferral elections must be cancelled in order for the Participant to receive a hardship distribution under the Johnson Controls Savings and Investment (401k) Plan (or any successor plan thereto), or any other 401(k) plan maintained by the Company or an Affiliate, the Participant' s deferral election(s) shall be cancelled if permitted under Code Section 409A. A Participant whose deferral election(s) are cancelled pursuant to this Section 4.4 may make a new deferral election under Sections 4.1 or 4.2, and pursuant to the requirements of Code Section 409A, with respect to future incentive awards, unless otherwise prohibited by the Administrator. Section 4.5. Administration of Deferral Elections . All deferral elections must be made in the form and manner and within such time periods as the Administrator prescribes in order to be effective. ARTICLE 5.
HYPOTHETICAL INVESTMENT OPTIONS Section 5.1. Investment Election . Amounts credited to a Participant' s Account shall reflect the investment experience of the Investment Options selected by the Participant, provided that Deferred Restricted Stock Dividends shall be automatically deemed invested in the Share Unit Account. The Participant may make an initial investment election at the time of enrollment in the Plan in whole increments of one percent (1%). A Participant may also elect to reallocate his or her Account, and may elect to allocate any future Deferrals, among the various Investment Options in whole increments of one percent (1%) from time to time as prescribed by the Administrator; provided that prior to November 15, 2006, Share Deferrals and Deferred Restricted Stock Dividends were not eligible for re-allocation out of the Share Unit Account. On and after November 15, 2006, Share Deferrals and Deferred Restricted Stock Dividends that are vested may be re-allocated out of the Share Unit Account, subject to any restrictions on re-allocation as may be imposed by the Company. Such investment elections shall remain in effect until changed by the Participant. All investment elections shall become effective as soon as practicable after receipt of such election by the Administrator, and must be made in the form and manner and within such time periods as the Administrator prescribes in order to be effective. In the absence of an effective election, the Participant' s Account (to the extent the Plan does not require Deferrals to be allocated to the Share Unit Account) shall be deemed invested in the default fund specified for the Johnson Controls Inc. Savings and Investment (401k) Plan (or any successor plan thereto).

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On each Valuation Date, the Administrator (or its designee) shall credit the deemed investment experience with respect to the selected (or required) Investment Options to each Participant' s Account. Notwithstanding anything herein to the contrary, the Company retains the right to allocate actual amounts hereunder without regard to a Participant' s request. Section 5.2. Allocations to Investment Options . (a) Incentive Deferrals . Annual and Long-Term Incentive Deferrals will be deemed invested in an Investment Option as of the date on which the deferrals would have otherwise been paid to the Participant. (b) Deferred Restricted Stock Dividends . If a Participant is holding restricted shares of the Company' s stock when the Company declares a cash dividend on its Shares, the Participant' s Share Unit Account will be credited with Deferred Restricted Stock Dividends, as of the date the cash dividend is paid to the Company' s shareholders. The amount of Deferred Restricted Stock Dividends credited to the Participant' s Stock Unit Account shall be determined by multiplying the number of restricted shares held by such Participant on the date the dividend is declared by the amount of the dividend paid on one Share. Section 5.3. Securities Law Restrictions . Notwithstanding anything to the contrary herein, all elections under Article 5 or 6 by a Participant who is subject to Section 16 of the Exchange Act are subject to review by the Administrator prior to implementation. In accordance with Section 9.3, the Administrator may restrict additional transactions, rescind transactions, or impose other rules and procedures, to the extent deemed desirable by the Administrator in order to comply with the Exchange Act, including, without limitation, application of the review and approval provisions of this Section 5.3 to Participants who are not subject to Section 16 of the Exchange Act. Section 5.4. Accounts are For Record Keeping Purposes Only . Plan Accounts and the record keeping procedures described herein serve solely as a device for determining the amount of benefits accumulated by a Participant under the Plan, and shall not constitute or imply an obligation on the part of the Company or any Affiliate to fund such benefits. ARTICLE 6.
DISTRIBUTION OF ACCOUNTS Section 6.1. Form of Distribution . A Participant, at the time he makes an initial deferral election under the Plan pursuant to any provision of Article 4, shall elect the form of distribution with respect to each of the following sub-accounts: (a) Annual Incentive Deferrals, including interest, earnings or losses thereon. (b) Long-Term Incentive Deferrals, including interest, earnings or losses thereon. On or before December 31, 2007, the Participant shall elect the form of distribution with respect to any Share Deferrals, as adjusted for gains or losses thereon, that are held in the Participant' s Share Unit Account as of that date. Notwithstanding the foregoing, if a

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Participant receives a single lump sum payment of his or her vested Share Deferrals under the Plan, any Share Deferrals vesting after such payment date shall be paid in a single lump sum promptly (but not more than seventy-five (75) days) after the vesting date. Such election shall be made in such form and manner as the Administrator may prescribe, and shall be irrevocable. The election shall specify whether distributions shall be made in a single lump sum or from two (2) to ten (10) annual installments. In the absence of a distribution election with respect to a particular subaccount, payment shall be made in ten (10) annual installments. No distribution election shall be made with respect to Deferred Restricted Stock Dividends, which are automatically paid in a lump sum as provided in Section 6.2(b). Section 6.2. Time of Distribution . (a) Separation from Service ...