Exhibit 4.1 





Officers' Certificate
Pursuant to
Section 3.01 of the Indenture  



Pursuant to Section 3.01 of the
Indenture dated as of January 17, 2006 (the “Indenture”), between Johnson
Controls, Inc. (the “Company”) and JPMorgan Chase Bank, N.A., as trustee (the
“Trustee”), the undersigned on behalf of the Company and in their respective
capacities indicated, hereby certify that we have examined resolutions duly adopted at a
meeting of the Board of Directors of the Company on August 24, 2005 and the action of
authorized officers of the Company, dated January 9, 2006. Acting pursuant to such
resolutions and such action, the undersigned hereby establish a series of Debt Securities
(the “Floating Rate Notes”) by means of this Officers’ Certificate, in
accordance with the provisions of Section 3.01 of the Indenture: 



	 	1.  	The
title of the new series of Debt Securities shall be Floating Rate Notes Due
                    2008. JPMorgan Chase Bank, N.A. shall be the trustee with respect to
such Debt                     Securities.  






	 	2.  	The
aggregate principal amount of the Floating Rate Notes that may be
                    authenticated and delivered under the Indenture (except for Floating
Rate Notes                     authenticated and delivered upon registration of transfer
of, or in exchange                     for, or in lieu of, other Floating Rate Notes
pursuant to Article 3, the                     second paragraph of Section 4.03,
or Section 11.04, of the Indenture)                     is initially $500,000,000;
provided, however, that the Company shall have the                     right to reopen
the series of Floating Rate Notes Due 2008 and issue additional
                    Floating Rate Notes Due 2008, which shall be part of the same series
as the                     Floating Rate Notes Due 2008 initially issued.  






	 	3.  	Each
Floating Rate Note will bear interest at a floating interest rate
                    (determined as described in paragraph 4) from the date of original
issuance,                     payable quarterly in arrears on January 17, April 17, July
17 and October 17 of                     each year (each, an “Interest Payment Date”)
and on the date of                     maturity. Interest will be paid to the person in
whose name the Floating Rate                     Notes are registered at the close of
business on the fifteenth calendar day                     prior to the Interest Payment
Date. The initial Interest Payment Date is April                     17, 2006. Interest
payable on any Interest Payment Date or on the date of                     maturity will
be the amount of interest accrued from and including the date of
                    original issuance or from and including the most recent Interest
Payment Date on                     which interest has been paid or duly made available
for payment to but excluding                     the Interest Payment Date or the date of
maturity, as the case may be.  






	 	4.  	The
interest rate on the Floating Rate Notes for the initial interest period
                    will be the three-month London Interbank Offer Rate, plus 23 basis
points, as                     set forth in the form of Note attached hereto as Exhibit
A. The interest                     rate on the Floating Rate Notes for each
subsequent interest period will be                     reset quarterly as set forth in Exhibit
A.  






	 	5.  	Principal
on the Floating Rate Notes shall be payable on January 17, 2008.  


















	 	6.  	The
principal of, premium, if any, and interest on the Notes shall initially be
                    payable at the offices of JPMorgan Chase Bank, N.A. (the “Paying
                    Agent”).  






	 	7.  	The
Floating Rate Notes will not be redeemable prior to maturity.  






	 	8.  	The
Company shall have no obligation to redeem or purchase Floating Rate Notes
                    pursuant to any sinking fund or analogous provision.  






	 	9.  	The
Floating Rate Notes shall be issuable in United States dollars.  






	 	10.  	Section 13.02
of the Indenture shall apply to the Floating Rate Notes.  






	 	11.  	Payments
of principal of, premium, if any, and interest on the Floating Rate
                    Notes shall be payable in United States dollars.  






	 	12.  	The
Floating Rate Notes shall be issued in the form of fully registered Global
                    Securities in the form attached hereto as Exhibit A which will
be                     deposited with, or on behalf of, the Depository Trust Company, New
York, New                     York (the “Depositary”) and registered in the
name of the                     Depositary’s nominee. Principal of, premium, if any,
and interest payments                     on the Floating Rate Notes will be made to the
Depositary or its nominee.  






        Capitalized
terms used herein which are defined in the Indenture are used herein as so defined. 



Dated: January 17, 2006 



		
		JOHNSON CONTROLS, INC.
		

By:/s/ John M. Barth
		Name: John M. Barth
		Title:   Chairman of the Board, Chief Executive
            Officer and President
		

By:/s/ Jerome D. Okarma
		Name: Jerome D. Okarma
		Title:   Vice President, Secretary, and General

            Counsel















        Unless
this certificate is presented by an authorized representative of the Depository Trust
Company, a New York Corporation (the “Depositary”), to the Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of the Depositary (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized representative of the Depositary),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 


		
	REGISTERED	REGISTERED 





JOHNSON CONTROLS, INC. 



FLOATING RATE NOTE DUE
2008 



CUSIP 478366AP2 



		
	No.   A-1	US$500,000,000





        JOHNSON
CONTROLS, INC., a corporation duly organized and existing under the laws of the State of
Wisconsin (the “Company,” which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede
& Co., or registered assignees, the principal sum of Five Hundred Million and 00/100
Dollars ($500,000,000) on January 17, 2008, and to pay interest thereon from January 17,
2006, or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, on January 17, April 17, July 17 and October 17 of each year (each, an
“Interest Payment Date”), commencing April 17, 2006, at a floating rate of
interest until the principal hereof becomes due and payable, and at such rate on any
overdue principal and (to the extent that the payment of such interest shall be legally
enforceable) on any overdue installment of interest. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Floating Rate Note Due 2008 (this
“Note,” and all of the Notes collectively referred to herein as the
“Notes”) (or one or more Predecessor Debt Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the fifteenth
calendar day prior to the Interest Payment Date; provided, however, that interest payable
on the Interest Payment Date occurring at maturity will be paid to the person to whom
principal shall be payable. Any such interest not punctually paid or duly provided for on
any Interest Payment Date shall forthwith cease to be payable to the registered Holder on
such Regular Record Date by virtue of his having been such Holder, and may either be paid
to the Person in whose name this Note (or one or more Predecessor Debt Securities) is
registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not more than 15 days and not less than 10 days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Notes may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in said Indenture. 



The interest rate on the Notes for
the interest period beginning the date of this Note and ending on the first Interest Reset
Date (as defined below) will be equal to the three-month London interbank offer rate
(“LIBOR”), determined in the manner set forth below, plus twenty three (23)
basis points. The interest rate on the Notes for each subsequent interest period will be
reset quarterly on each Interest Payment Date (an “Interest Reset Date”), and
the Notes will bear interest at an annual rate (computed on the basis of the actual number
of days elapsed over a 360-day year) equal to LIBOR, determined in the manner set forth
below, plus twenty three (23) basis points. 



The interest rate in effect for the
Notes on each day will be (a) if that day is an Interest Reset Date, the interest rate
determined as of the Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if that day is not an Interest Reset Date, the interest rate
determined as of the Determination Date immediately preceding the most recent Interest
Reset Date. The “Determination Date” will be the second London Business Day
immediately preceding the applicable Interest Reset Date. 















LIBOR will be determined by the
calculation agent as of the applicable Determination Date in accordance with the following
provisions: 



	 	
(1)
LIBOR will be determined on the basis of the offered rates for deposits in U.S.
                    dollars of not less than U.S. $1,000,000 having a three-month
maturity,                     beginning on the second London Business Day immediately
following that                     Determination Date, which appears on Telerate Page
3750 (as defined below) as of                     approximately 11:00 a.m., London time,
on that Determination Date.                     “Telerate Page 3750” means the
display designated on page                     “3750” on Moneyline Telerate,
Inc. (or such other page as may replace                     the 3750 page on that
service, any successor service or such other service or                     services as
may be nominated by the British Bankers’ Association for the
                    purpose of displaying London interbank offered rates for U.S. dollar
deposits).                     If no rate appears on Telerate Page 3750, LIBOR for such
Determination Date will                     be determined in accordance with the
provisions of paragraph (2) below.  






	 	
(2)
With respect to a Determination Date on which no rate appears on Telerate Page
                    3750 as of approximately 11:00 a.m., London time, on that
Determination Date,                     the calculation agent will request the principal
London office of each of four                     major reference banks (which may
include an affiliate of one or more                     underwriters) in the London
interbank market selected by the calculation agent                     (after
consultation with the Company) to provide the calculation agent with a
                    quotation of the rate at which deposits of U.S. dollars having a
three-month                     maturity, beginning on the second London Business Day
immediately following that                     Determination Date, are offered by it to
prime banks in the London interbank                     market as of approximately 11:00
a.m., London time, on that Determination Date                     in a principal amount
equal to an amount of not less than U.S. $1,000,000 that                     is
representative for a single transaction in that market at that time. If at
                    least two quotations are provided, LIBOR for that Determination Date
will be the                     arithmetic mean of the quotations as calculated by the
calculation agent. If                     fewer than two quotations are provided, LIBOR
for that Determination Date will                     be the arithmetic mean of the rates
quoted as of approximately 11:00 a.m., New                     York City time, on that
Determination Date by three major banks selected by the                     calculation
agent (after consultation with the Company) for loans in U.S.                     dollars
to leading European banks having a three-month maturity beginning on the
                    second London Business Day immediately following that Determination
Date and in                     a principal amount equal to an amount of not less than
U.S. $1,000,000 that is                     representative for a single transaction in
that market at that time; provided,                     however, that if the banks
selected by the calculation agent are not quoting the                     rates described
in this sentence, LIBOR for that Determination Date will be                     LIBOR
determined with respect to the immediately preceding Determination Date,
                    or in the case of the first Determination Date, LIBOR for the initial
interest                     period.  






If the date of maturity of the Notes
falls on a day that is not a LIBOR Business Day, the related payment of principal and
interest will be made on the next LIBOR Business Day as if it were made on the date such
payment was due, and no interest will accrue on the amounts so payable for the period from
and after such date to the next LIBOR Business Day. If any Interest Reset Date or Interest
Payment Date (other than at the date of maturity) would otherwise be a day that is not a
LIBOR Business Day, that Interest Reset Date and Interest Payment Date will be postponed
to the next date that is a LIBOR Business Day, except that if such LIBOR Business Day is
in the next calendar month, such Interest Reset Date and Interest Payment Date (other than
at the date of maturity) shall be the immediately preceding LIBOR Business Day. 



“LIBOR Business Day” means
any day other than Saturday or Sunday or a day on which banking institutions or trust
companies in the City of New York are required or authorized to close and that is also a
London Business Day. 



“London Business Day” means
any day on which dealings in deposits in U.S. dollars are transacted in the London
interbank market. 














        This
is one of the Debt Securities of the series designated therein referred to in the
within-mentioned Indenture. 



Dated: January 17, 2006 



JPMorgan Chase Bank, N.A., a national
banking association,
  As Trustee 




By: /s/ Albert Mari      
            
      Authorized
Officer  













        Payments
of interest will be made by wire transfer of immediately available funds. Principal and
any premium and interest payable at Maturity will be paid in immediately available funds
upon surrender of such Note at the office of a Paying Agent in The City of New York, New
York or at such other office or agency as the Company may designate. 



        Unless
the certificate of authentication herein has been duly executed by the Trustee referred to
herein by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose. 



        This
Note is one of a duly authorized issue of securities of the Company (the “Debt
Securities”), issued or to be issued in one or more series under an indenture, dated
as of January 17, 2006 (the “Indenture”), between the Company and JPMorgan Chase
Bank, N.A., as trustee (the “Trustee,” which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities
and of the terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof limited in
aggregate principal amount to $500,000,000, except that the Company may, without the
consent of the Holders, “reopen” the series and issue more notes that have the
same ranking, interest rate, maturity date and other terms as this Note. 



        The
Notes will not be redeemable prior to maturity. 



        The Company
shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or
analogous provision. 



        If
an Event of Default with respect to the Notes shall have occurred and be continuing, the
principal of all the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture. 



        With
the consent of the Holders of greater than 50% in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such supplemental indenture, the
Company and the Trustee may enter into an indenture or indentures supplemental to the
Indenture for the purpose of adding any provisions to or changing the provisions of the
Indenture or any supplement thereto or of modifying in any manner the rights of the
Holders of the Debt Securities of each series under the Indenture; provided, however, that
no such supplemental indenture shall (a) extend the time or terms of payment of the
principal at maturity of, or the interest on, any such series of Debt Securities, or
reduce principal or premium or the rate of interest, without the consent of the Holder
thereof, or (b) without the consent of all of the Holders of any series of Debt
Securities then outstanding, reduce the percentage of Debt Securities of any such series,
the Holders of which are required to consent (i) to any such supplemental indenture, (ii)
to rescind and annul a declaration that the Debt Securities of any series are due and
payable as a result of the occurrence of an Event of Default, (iii) to waive any past
Event of Default under the Indenture and its consequences and (iv) to waive compliance
with certain other provisions contained in the Indenture. 



        The
Company and the Trustee may enter into an indenture or indentures supplemental to the
Indenture without the consent of the Holders for limited purposes specified in the
Indenture. 



        The
Holders of greater than 50% in aggregate principal amount of the Outstanding Notes may on
behalf of the Holders of all the Notes waive any past default or Event of Default under
the Indenture and its consequences except a default in the payment of principal of or
premium, if any, or interest on the Notes. 



        Holders
of Notes may not enforce their rights pursuant to the Indenture or the Notes except as
provided in the Indenture. No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein prescribed. 














        The
Notes are issuable in registered form without coupons in denominations of U.S.$2,000 and
any integral multiple of U.S.$1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate principal
amount of Notes that are of other authorized denominations. 



        Notes
to be exchanged shall be surrendered at any office or agency maintained by the Company for
such purpose, and the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor the Notes which the Holder making the exchange shall be entitled to
receive. Upon due presentment for registration of transfer of any Note at any such office
or agency, the Company shall execute and register and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Note for an equal aggregate
amount. Registration or registration of transfer of any Note by the Debt Security
Registrar (initially JPMorgan Chase Bank, N.A.) in the registry books maintained by such
Debt Security Registrar in The City of New York, New York, and delivery of such Note, duly
authenticated, shall be deemed to complete the registration or registration of transfer of
such Note. 



        No
service charge shall be made for any exchange or registration of transfer, but the Company
or the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. Prior to due presentment of a Note
for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the person in whose name a Note is registered as the owner for all
purposes whether or not such Note be overdue and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary. 



        Certain
of the Company’s obligations under the Indenture with respect to the Notes may be
terminated if the Company irrevocably deposits with the Trustee money or eligible
instruments sufficient to pay and discharge the entire indebtedness on all of the Notes,
as described in the Indenture. 



        This
Note is in the form of a Global Security as provided in the Indenture. If at any time the
Depositary notifies the Company that it is unwilling or unable to continue as Depositary
for this Note or if at any time the Depositary for the Notes shall no longer be eligible
or in good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor Depositary with
respect to this Note. If a successor Depositary for this Note is not appointed by the
Company within 90 days after the Company receives notice or becomes aware of such
ineligibility, the Company will issue Notes in definitive form in exchange for the Global
Security representing Notes in an aggregate principal amount equal to the principal amount
of this Note in exchange for this Note. 



        No
recourse under or upon any obligation, covenant or agreement of the Indenture, any
supplemental indenture, or of any Note, or for any claim based hereon, or otherwise in
respect thereof shall be had against any incorporator, stockholder, officer or director,
as such, past, present or future, of the Company or any Subsidiary or of any predecessor
or successor corporation, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liabilities being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released. 



        The
Notes are subject to defeasance at the option of the Company as provided in the Indenture. 



        All
terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. 












        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 



		
	Dated: January 17, 2006	JOHNSON CONTROLS, INC.
		

By:/s/ R. Bruce McDonald
		Name: R. Bruce McDonald
		Its: Vice President and Chief Financial Officer







        [SEAL]  



		
		Attest:
		

By:/s/ Jerome D. Okarma
		Name: Jerome D. Okarma
		Its: Vice President, Secretary and General Counsel















     _________________ 



ABBREVIATIONS 



        The
following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations: 




	 	
TEN
COM — as tenants in common
TEN ENT — as tenants by the entireties

JT TEN —  as joint tenants with right of survivorship and not as tenants in common  








	 	
UNIF
GIFT MIN ACT - ............Custodian..............

                 
             (Cust)          
  (Minor)
                 
             Under Uniform Gifts to
Minors Act
                 
             ......................................

                    
                      (State) 





Additional abbreviations may also be
used though not in the above list. 



     _________________ 



        FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 




		
	PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
	

	
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE







_______________________
the within Security and all rights
thereunder, hereby irrevocably constituting and appointing
                          
attorney to transfer said Security on the books of the Company, with full power of
substitution in the premises. 



Dated: 



	 	
                 
             _________________  






	 	
                 
                   
     Signature 







NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.