Exhibit 4.2 




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 action, the undersigned hereby establish three series of Debt Securities
(collectively, the “Fixed Rate Notes”) by means of this Officers’
Certificate, in accordance with the provisions of Section 3.01 of the Indenture: 



	 	1.  	The
titles of the new series of Debt Securities shall be: 5.250% Notes due 2011
                    (the “Notes due 2011”), 5.500% Notes due 2016 (the “Notes
due                     2016”) and 6.000% Notes due 2036 (the “Notes due 2036”).
JPMorgan                     Chase Bank, N.A. shall be the trustee with respect to such
Debt Securities.  






	 	2.  	The
aggregate principal amount of the Fixed Rate Notes that may be authenticated
                    and delivered under the Indenture (except for Fixed Rate Notes
authenticated and                     delivered upon registration of transfer of, or in
exchange for, or in lieu of,                     other Fixed Rate Notes pursuant to
Article 3, the second paragraph of                     Section 4.03, or Section 11.04,
of the Indenture) is initially                     $800,000,000 with respect to the Notes
due 2011, $800,000,000 with respect to                     the Notes due 2016 and
$400,000,000 with respect to the Notes due 2036;                     provided, however,
that the Company shall have the right to reopen the each                     series of
Fixed Rate Notes and issue additional Fixed Rate Notes, which shall be
                    part of the same series as the Fixed Rate Notes initially issued.  






	 	3.  	Principal
on the Notes due 2011, the Notes due 2016 and the Notes due 2036 shall
                    be payable on January 15, 2011, January 15, 2016 and January 15,
2036,                     respectively.  






	 	4.  	The
Notes due 2011, the Notes due 2016 and the Notes due 2036 shall bear
                    interest at rates of 5.250%, 5.500% and 6.000%, respectively, per
annum, which                     interest shall accrue from January 17, 2006 and shall be
payable semiannually on                     January 15 and July 15, beginning July 15,
2006, to the persons in whose names                     the Fixed Rate Notes are
registered at the close of business on the preceding                     January 1 and
July 1, respectively.  






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






	 	6.  	The
Fixed Rate Notes will be redeemable prior to maturity as described in the
                    forms of Fixed Rate Notes attached hereto as Exhibits A-1,
A-2 and A-3.  


















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






	 	8.  	The
Fixed Rate Notes shall be issuable in United States dollars.  






	 	9.  	Section 13.02
of the Indenture shall apply to the Fixed Rate Notes.  






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






	 	11.  	The
Fixed Rate Notes shall be issued in the form of fully registered Global
                    Securities in the forms attached hereto as Exhibits A-1,
A-2                    and A-3 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 Fixed
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. 



5.250% NOTE DUE 2011 



CUSIP 478366AQ0 



		
	No.    B-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 15, 2011, 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, semi-annually on January 15 and July 15 of each year, commencing July
15, 2006, at the rate of 5.250% per annum, 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 5.250%
Note Due 2011 (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
January 1 or July 1 (whether or not a Business Day), as the case may be, next
preceding such 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. 



        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. 



        All
or a portion of the Notes may be redeemed by the Company at any time or from time to time.
The Redemption Price for the Notes to be redeemed on any Redemption Date will be equal to
the greater of (i) 100% of the principal amount of the Notes being redeemed on the
Redemption Date or (ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes being redeemed on that Redemption Date (not
including any portion of any payments of interest accrued to the Redemption Date),
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 15 basis
points, plus in either of case (i) or (ii) above, accrued and unpaid interest on the Notes
being redeemed to the Redemption Date. Holders of Notes to be redeemed will receive notice
thereof by first-class mail at least 30 and not more than 60 days prior to the
Redemption Date. If fewer than all of the fixed rate notes are to be redeemed, the Trustee
will select, not more than 60 days prior to the Redemption Date, the particular Notes
or portions thereof for redemption from the outstanding not previously called by such
method as the Trustee deems fair and appropriate. 



        For
the purposes of determining the Redemption Price, “Treasury Rate” means, (i)
with respect to any Redemption Date, the yield, under the heading which represents the
average for the immediate preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three months
before or after the remaining term of the Notes to be redeemed, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculating using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate will be calculated on the third
business day preceding the Redemption Date. “Comparable Treasury Issue” means
the U.S. Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining
term of such Notes. “Independent Investment Banker” means either Citigroup
Global Markets Inc., Banc of America Securities LLC or J.P. Morgan Securities Inc., as
specified by us, or, if all three firms are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national standing
appointed by us. “Comparable Treasury Price” means (1) the average of five
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of
all such quotations. “Reference Treasury Dealer” means (i) Citigroup Global
Markets Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. and their
respective successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), we will substitute for such Primary Treasury Dealer another Primary
Treasury Dealer and (ii) any other Primary Treasury Dealer selected by us after
consultation with the Independent Investment Banker. “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker at
5:00 p.m., New York City time, on the third business day preceding the Redemption
Date. 














        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, 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. 












        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. 



5.250% NOTE DUE 2011 



CUSIP 478366AQ0 



		
	No.    B-2	US$300,000,000





        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 Three Hundred Million and 00/100
Dollars ($300,000,000) on January 15, 2011, 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, semi-annually on January 15 and July 15 of each year, commencing July
15, 2006, at the rate of 5.250% per annum, 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 5.250%
Note Due 2011 (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
January 1 or July 1 (whether or not a Business Day), as the case may be, next
preceding such 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. 



        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 $300,000,000, 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. 



        All
or a portion of the Notes may be redeemed by the Company at any time or from time to time.
The Redemption Price for the Notes to be redeemed on any Redemption Date will be equal to
the greater of (i) 100% of the principal amount of the Notes being redeemed on the
Redemption Date or (ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes being redeemed on that Redemption Date (not
including any portion of any payments of interest accrued to the Redemption Date),
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 15 basis
points, plus in either of case (i) or (ii) above, accrued and unpaid interest on the Notes
being redeemed to the Redemption Date. Holders of Notes to be redeemed will receive notice
thereof by first-class mail at least 30 and not more than 60 days prior to the
Redemption Date. If fewer than all of the fixed rate notes are to be redeemed, the Trustee
will select, not more than 60 days prior to the Redemption Date, the particular Notes
or portions thereof for redemption from the outstanding not previously called by such
method as the Trustee deems fair and appropriate. 



        For
the purposes of determining the Redemption Price, “Treasury Rate” means, (i)
with respect to any Redemption Date, the yield, under the heading which represents the
average for the immediate preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three months
before or after the remaining term of the Notes to be redeemed, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculating using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate will be calculated on the third
business day preceding the Redemption Date. “Comparable Treasury Issue” means
the U.S. Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining
term of such Notes. “Independent Investment Banker” means either Citigroup
Global Markets Inc., Banc of America Securities LLC or J.P. Morgan Securities Inc., as
specified by us, or, if all three firms are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national standing
appointed by us. “Comparable Treasury Price” means (1) the average of five
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of
all such quotations. “Reference Treasury Dealer” means (i) Citigroup Global
Markets Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. and their
respective successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), we will substitute for such Primary Treasury Dealer another Primary
Treasury Dealer and (ii) any other Primary Treasury Dealer selected by us after
consultation with the Independent Investment Banker. “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker at
5:00 p.m., New York City time, on the third business day preceding the Redemption
Date. 














        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, 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. 



















        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. 



5.500% NOTE DUE 2016 



CUSIP 478366AR8 



		
	No.    C-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 15, 2016, 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, semi-annually on January 15 and July 15 of each year, commencing July
15, 2006, at the rate of 5.500% per annum, 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 5.500%
Note Due 2016 (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
January 1 or July 1 (whether or not a Business Day), as the case may be, next
preceding such 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. 



        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. 



        All
or a portion of the Notes may be redeemed by the Company at any time or from time to time.
The Redemption Price for the Notes to be redeemed on any Redemption Date will be equal to
the greater of (i) 100% of the principal amount of the Notes being redeemed on the
Redemption Date or (ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes being redeemed on that Redemption Date (not
including any portion of any payments of interest accrued to the Redemption Date),
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 20 basis
points, plus in either of case (i) or (ii) above, accrued and unpaid interest on the Notes
being redeemed to the Redemption Date. Holders of Notes to be redeemed will receive notice
thereof by first-class mail at least 30 and not more than 60 days prior to the
Redemption Date. If fewer than all of the fixed rate notes are to be redeemed, the Trustee
will select, not more than 60 days prior to the Redemption Date, the particular Notes
or portions thereof for redemption from the outstanding not previously called by such
method as the Trustee deems fair and appropriate. 



        For
the purposes of determining the Redemption Price, “Treasury Rate” means, (i)
with respect to any Redemption Date, the yield, under the heading which represents the
average for the immediate preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three months
before or after the remaining term of the Notes to be redeemed, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculating using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate will be calculated on the third
business day preceding the Redemption Date. “Comparable Treasury Issue” means
the U.S. Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining
term of such Notes. “Independent Investment Banker” means either Citigroup
Global Markets Inc., Banc of America Securities LLC or J.P. Morgan Securities Inc., as
specified by us, or, if all three firms are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national standing
appointed by us. “Comparable Treasury Price” means (1) the average of five
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of
all such quotations. “Reference Treasury Dealer” means (i) Citigroup Global
Markets Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. and their
respective successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), we will substitute for such Primary Treasury Dealer another Primary
Treasury Dealer and (ii) any other Primary Treasury Dealer selected by us after
consultation with the Independent Investment Banker. “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker at
5:00 p.m., New York City time, on the third business day preceding the Redemption
Date. 














        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. 














        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. 



5.500% NOTE DUE 2016 



CUSIP 478366AR8 



		
	No.    C-2	US$300,000,000





        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 Three Hundred Million and 00/100
Dollars ($300,000,000) on January 15, 2016, 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, semi-annually on January 15 and July 15 of each year, commencing July
15, 2006, at the rate of 5.500% per annum, 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 5.500%
Note Due 2016 (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
January 1 or July 1 (whether or not a Business Day), as the case may be, next
preceding such 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. 



        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 $300,000,000, 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. 



        All
or a portion of the Notes may be redeemed by the Company at any time or from time to time.
The Redemption Price for the Notes to be redeemed on any Redemption Date will be equal to
the greater of (i) 100% of the principal amount of the Notes being redeemed on the
Redemption Date or (ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes being redeemed on that Redemption Date (not
including any portion of any payments of interest accrued to the Redemption Date),
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 20 basis
points, plus in either of case (i) or (ii) above, accrued and unpaid interest on the Notes
being redeemed to the Redemption Date. Holders of Notes to be redeemed will receive notice
thereof by first-class mail at least 30 and not more than 60 days prior to the
Redemption Date. If fewer than all of the fixed rate notes are to be redeemed, the Trustee
will select, not more than 60 days prior to the Redemption Date, the particular Notes
or portions thereof for redemption from the outstanding not previously called by such
method as the Trustee deems fair and appropriate. 



        For
the purposes of determining the Redemption Price, “Treasury Rate” means, (i)
with respect to any Redemption Date, the yield, under the heading which represents the
average for the immediate preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three months
before or after the remaining term of the Notes to be redeemed, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculating using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate will be calculated on the third
business day preceding the Redemption Date. “Comparable Treasury Issue” means
the U.S. Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining
term of such Notes. “Independent Investment Banker” means either Citigroup
Global Markets Inc., Banc of America Securities LLC or J.P. Morgan Securities Inc., as
specified by us, or, if all three firms are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national standing
appointed by us. “Comparable Treasury Price” means (1) the average of five
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of
all such quotations. “Reference Treasury Dealer” means (i) Citigroup Global
Markets Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. and their
respective successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), we will substitute for such Primary Treasury Dealer another Primary
Treasury Dealer and (ii) any other Primary Treasury Dealer selected by us after
consultation with the Independent Investment Banker. “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker at
5:00 p.m., New York City time, on the third business day preceding the Redemption
Date. 












        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. 














        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. 



6.000% NOTE DUE 2036 



CUSIP 478366AN7 



		
	No.    D-1	US$400,000,000





        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 Four Hundred Million and 00/100
Dollars ($400,000,000) on January 15, 2036, 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, semi-annually on January 15 and July 15 of each year, commencing July
15, 2006, at the rate of 6.000% per annum, 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 6.000%
Note Due 2036 (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
January 1 or July 1 (whether or not a Business Day), as the case may be, next
preceding such 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. 



        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 $400,000,000, 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. 



        All
or a portion of the Notes may be redeemed by the Company at any time or from time to time.
The Redemption Price for the Notes to be redeemed on any Redemption Date will be equal to
the greater of (i) 100% of the principal amount of the Notes being redeemed on the
Redemption Date or (ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes being redeemed on that Redemption Date (not
including any portion of any payments of interest accrued to the Redemption Date),
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 25 basis
points, plus in either of case (i) or (ii) above, accrued and unpaid interest on the Notes
being redeemed to the Redemption Date. Holders of Notes to be redeemed will receive notice
thereof by first-class mail at least 30 and not more than 60 days prior to the
Redemption Date. If fewer than all of the fixed rate notes are to be redeemed, the Trustee
will select, not more than 60 days prior to the Redemption Date, the particular Notes
or portions thereof for redemption from the outstanding not previously called by such
method as the Trustee deems fair and appropriate. 



        For
the purposes of determining the Redemption Price, “Treasury Rate” means, (i)
with respect to any Redemption Date, the yield, under the heading which represents the
average for the immediate preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three months
before or after the remaining term of the Notes to be redeemed, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculating using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate will be calculated on the third
business day preceding the Redemption Date. “Comparable Treasury Issue” means
the U.S. Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining
term of such Notes. “Independent Investment Banker” means either Citigroup
Global Markets Inc., Banc of America Securities LLC or J.P. Morgan Securities Inc., as
specified by us, or, if all three firms are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national standing
appointed by us. “Comparable Treasury Price” means (1) the average of five
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of
all such quotations. “Reference Treasury Dealer” means (i) Citigroup Global
Markets Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. and their
respective successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), we will substitute for such Primary Treasury Dealer another Primary
Treasury Dealer and (ii) any other Primary Treasury Dealer selected by us after
consultation with the Independent Investment Banker. “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker at
5:00 p.m., New York City time, on the third business day preceding the Redemption
Date. 













        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.