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EXHIBIT 10.D




JOHNSON CONTROLS, INC.

DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS




ARTICLE 1.

PURPOSE AND DURATION



Section 1.1. Purpose. The purpose of the Johnson Controls, Inc.
Deferred Compensation Plan for Certain Directors is to advance the Company’s
growth and success, and to advance the interests of its shareholders, by
attracting and retaining well-qualified directors upon whose judgment the
Company is largely dependent for the successful conduct of its operations.



Section 1.2. Duration. The Plan was originally effective on September
25, 1991. The Plan was most recently amended and restated effective October 1,
2003. The provisions of the Plan as amended and restated apply to each
individual with an interest hereunder on or after October 1, 2003; provided
that no amendment hereto shall adversely affect the right of any Participant
with respect to an election in effect prior to October 1, 2003, without the
Participant’s consent. The Plan shall remain in effect until terminated
pursuant to the provisions of Article 9.




ARTICLE 2.

DEFINITIONS AND CONSTRUCTION



Section 2.1. Definitions. Wherever used in the Plan, the following
terms shall have the meanings set forth below and, when the meaning is
intended, the initial letter of the word is capitalized:




     (a) “Account” means the record keeping account or accounts maintained to
record the interest of each Participant under the Plan. An Account is
established for record keeping purposes only and not to reflect the physical
segregation of assets on the Participant’s behalf, and may consist of such
subaccounts or balances as the Administrator may determine to be necessary or
appropriate.




     (b) “Administrator” means the Employee Benefits Policy Committee of the
Company.




     (c) “Beneficiary” means the person or persons entitled to receive the
interest of a Participant in the event of the Participant’s death as provided
in Section 5.5.




     (d) “Board” means the Board of Directors of the Company.




     (e) “Committee” means the Corporate Governance Committee of the Board,
which shall consist of not less than two members of the Board, each of whom
shall be a non-employee director within the meaning of Rule 16b-3 of the
Exchange Act.




     (f) “Company” means Johnson Controls, Inc., a Wisconsin corporation, and
any successor thereto as provided in Article 12.





 








 



     (g) “Deferral” means the amount credited, in accordance with a
Participant’s election, to the Participant’s Account under the Plan in lieu of
payment in cash.




     (h) “Fair Market Value” means with respect to a Share, except as otherwise
provided herein, the closing sales price of a Share on the New York Stock
Exchange as of 4:00 p.m. EST on the date in question (or the immediately
preceding trading day if the date in question is not a trading day), and with
respect to any other property, such value as is determined by the
Administrator.




     (i) “Inimical Conduct” means any act or omission that is inimical to the
best interests of the Company or any subsidiary, as determined by the Committee
in its sole discretion, including but not limited to: (1) divulging at any time
any confidential information, technical or otherwise, obtained by a
Participant in his capacity as a director, (2) taking any steps or doing
anything which would damage or negatively reflect on the reputation of the
Company or any subsidiary, or (3) refusing to furnish such advisory or
consulting services as the Company may reasonably request and as the
Participant’s health may permit, provided that such services shall be rendered
as an independent contractor and not as an employee and that the Company shall
pay reasonable compensation for such services, as well as reimbursement for
expenses incurred in connection therewith.




     (j) “Investment Options” means the investment options offered under the
Johnson Controls Savings and Investment (401k) Plan (excluding the Company
stock fund), the Share Unit Account, and any other alternatives made available
by the Administrator, which shall be used for the purpose of measuring
hypothetical investment experience attributable to a Participant’s Account.




     (k) “Outside Director” means a member of the Board who is not an officer
or employee of the Company or a subsidiary.




     (l) “Participant” means an Outside Director who has elected to make
Deferrals hereunder. Where the context so requires, a Participant also means a
former director who is entitled to a benefit hereunder.




     (m) “Plan” means the arrangement described herein, as from time to time
amended and in effect.




     (n) “Share” means a share of common stock of the Company.




     (o) “Share Unit Account” means the account described in Article 6, which
is deemed invested in Shares.




     (p) “Share Units” means the hypothetical Shares that are credited to the
Share Unit Accounts in accordance with Article 6.




     (q) “Valuation Date” means each day when the United States financial
markets are open for business, as of which the Administrator will determine the
value of each Account and will make allocations to Accounts.





 








 


Section 2.2. Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein includes the feminine, the plural
includes the singular, and the singular the plural.



Section 2.3 Severability. In the event any provision of the Plan is
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the said illegal or invalid provision had not been included.




ARTICLE 3.

PARTICIPANTS




     Each Outside Director may elect to become a Participant under this Plan by
providing a written election to make Deferrals to the Company on such form, in
such manner and subject to such procedures as the Administrator may establish.




ARTICLE 4.

DEFERRED COMPENSATION



Section 4.1. Deferral Election. An Outside Director may elect, in the
form and manner and within such time periods as specified by the Administrator
after the individual is first eligible to become a Participant, to defer all or
any part of his compensation as a director which is earned after the date of
said election as he may specify in his election. Such election may be changed
or revoked by the Outside Director during the period and in the form and manner
specified by the Administrator. A Participant who fails to complete a new
election for any period shall be deemed to have elected to continue his most
recent election in effect without change. Any such compensation deferred
pursuant to a valid election shall be credited by the Company to the
Participant’s Account at the time it would have otherwise been paid to the
Participant in cash.



Section 4.2. Investment Election. Amounts credited to a Participant’s
Account shall reflect the investment experience of the Investment Options
selected by the Participant. The Participant may make an initial investment
election at the time of enrollment in the Plan (or with respect to a
Participant who has an Account balance on the restatement effective date,
within such period of time after such effective date as is specified by the
Administrator) in whole increments of one percent (1%). A Participant may also
elect to reallocate his or her Account, and may elect to allocate any future
Deferrals, among the various Investment Options in whole increments of one
percent (1%) from time to time as prescribed by the Administrator. Such
investment elections shall remain in effect until changed by the Participant.
All investment elections shall become effective as soon as practicable after
receipt of such election by the Administrator or its designee, and must be made
in the form and manner and within such time periods as the Administrator
prescribes in order to be effective. In the absence of an effective election,
the Participant’s Account shall be deemed invested in the Share Unit Account.
Deferrals will be deemed invested in an Investment Option as of the date on
which the Deferrals would have otherwise been paid to the Participant.



On each Valuation Date, the Administrator or its designee shall credit the
deemed investment experience with respect to the selected Investment Options to
each Participant’s Account.





 








 


Notwithstanding anything herein to the contrary, the Company retains the right
to allocate actual amounts hereunder without regard to a Participant’s request.




ARTICLE 5.

DISTRIBUTION



Section 5.1. General. A Participant, at the time he commences
participation in the Plan, shall make a distribution election with respect to
his Account in such form and manner and within such time periods as the
Administrator may prescribe. The election shall specify whether distributions
shall be made in a single lump sum or annual installments of from two (2) to
ten (10) years. A distribution election shall be effective only when it is
received and approved by the Administrator, and shall remain in effect until
modified by the Participant. A Participant may from time to time modify his
distribution election by completing a revised distribution election in such
form and manner and within such time periods as the Administrator may
prescribe. The Administrator may refuse to honor a distribution election that
is not completed in the manner and in such time as is prescribed by the
Administrator. If no valid election is in effect, distributions shall be made
in ten (10) annual installments.



Section 5.2. Manner of Distribution. The Participant’s Account shall be
paid in cash in the following manner:




     (a) If payment is to be made in a lump sum, payment shall be made in the
first calendar quarter following the year in which the Participant ceased to be
a director (or on such earlier date after the Participant ceased to be a
director as is approved by the Committee), and shall be in an amount equal to
the balance of the Participant’s Account as of the Valuation Date immediately
preceding the distribution date.




     (b) If payment is to be made in annual installments, the first annual
payment shall be made in the first calendar quarter of the year following the
year in which the Participant ceased to be a director(or on such earlier date
after the Participant ceased to be a director as is approved by the Committee),
and shall be in an amount equal to the value of 1/10th (or 1/9th, 1/8th, 1/7th,
etc. depending on the number of installments elected) of the balance of the
Participant’s Account as of the Valuation Date immediately preceding the
distribution date. A second annual payment shall be made in the first calendar
quarter of the second year after the year in which the Participant ceased to be
a director (or on such earlier date as is approved by the Committee), and shall
be in an amount equal to the value of 1/9th (or 1/8th, 1/7th, 1/6th, etc.
depending on the number of installments elected) of the balance of the
Participant’s Account as of the Valuation Date immediately preceding the
distribution date. Each succeeding installment payment (if any) shall be
determined in a similar manner, until the final installment which shall equal
the then remaining balance of such account as of the Valuation Date immediately
preceding the final distribution date. Notwithstanding the foregoing
provisions, if the balance of a Participant’s Account at any time is less than $50,000 during the payout period, the
remaining balance shall immediately be paid in the form of a lump sum.




     (c) Notwithstanding the foregoing, if the distribution under this Section
5.2 is made within six (6) months after the Participant ceases to be subject to
Section 16(b) of the Exchange




 








 





 Act, then the distribution shall be delayed until
the date that is six (6) months plus one day after the date such Participant
ceases to be subject to Section 16(b), unless the distribution is approved in
advance by the Committee or the distribution will not result in any liability
to the Participant under Section 16(b).



Section 5.3. Distribution in Event of Financial Emergency. If requested
by a Participant while a director of the Company or a subsidiary and if the
Administrator determines that a financial emergency has occurred in the
financial affairs of the Participant, all or part of the Participant’s Account
may be paid out to the Participant at the sole discretion of the Administrator
in a cash lump sum or in such installment payments as the Administrator may
specify. The amount to be distributed to the Participant shall only be such
amount as is needed to alleviate the Participant’s financial hardship.



Section 5.4. Forfeiture of Distributions. If a Participant engages in
Inimical Conduct prior to the distribution of the balance of his Account, the
remaining balance of such Account shall be forfeited as of the date the
Committee determines the Participant has engaged in Inimical Conduct. The
Committee may suspend payments (without liability for interest thereon) pending
its determination of whether the Participant has engaged in Inimical Conduct.



Section 5.5. Distribution of Remaining Account Following Participant’s
Death. Each Participant may designate a beneficiary in such form and
manner and within such time periods as the Administrator may prescribe. In the
event of the Participant’s death prior to receiving all payments due hereunder,
the remaining interest shall be paid to the Participant’s Beneficiary in a lump
sum, unless the Committee determines that payments may continue in accordance
with the distribution election in effect at the time of the Participant’s
death. A Participant can change his beneficiary designation at any time,
provided that each beneficiary designation shall revoke the most recent
designation, and the last designation received by the Company (or its delegee)
while the Participant is alive shall be given effect. If a Participant
designates a Beneficiary without providing in the designation that the
Beneficiary must be living at the time of each distribution, the designation
shall vest in the Beneficiary all of the distribution payable after the
Participant’s death, and any distributions remaining upon the Beneficiary’s
death shall be made to the Beneficiary’s estate. If there is no valid
beneficiary designation in effect at the time of the Participant’s death, in
the event the Beneficiary does not survive the Participant, or in the event
that the beneficiary designation provides that the Beneficiary must be living
at the time of each distribution and such designated Beneficiary does not
survive to a distribution date, the Participant’s estate will be deemed the
Beneficiary and will be entitled to receive payment. If a Participant
designates his spouse as a Beneficiary, such beneficiary designation
automatically shall become null and void on the date of the Participant’s
divorce or legal separation from such spouse; provided the Administrator has
notice of such divorce or legal separation prior to payment..



Section 5.6. Tax Withholding. The Company shall have the right to
deduct from any deferral or payment of cash made hereunder the amount of cash
sufficient to satisfy the Company’s foreign, federal, state or local income tax
withholding obligations with respect to such deferral or payment.





 








 





Section 5.7. Offset. The Company shall have the right to offset from
any amount payable hereunder any amount that the Participant owes to the
Company or any subsidiary without the consent of the Participant (or his
Beneficiary, in the event of the Participant’s death).




ARTICLE 6.

RULES WITH RESPECT TO SHARE UNITS



Section 6.1. Valuation of Share Unit Account. When any amounts are to
be allocated to a Share Unit Account (whether in the form of Deferrals or
amounts that are deemed re-allocated from another Investment Option), such
amount shall be converted to whole and fractional Share Units, with fractional
units calculated to three decimal places, by dividing the amount to be
allocated by the Fair Market Value of a Share on the effective date of such
allocation. If any dividends or other distributions are paid on Shares while a
Participant has Share Units credited to his Account, such Participant shall be
credited with a dividend award equal to the amount of the cash dividend paid or
Fair Market Value of other property distributed on one Share, multiplied by the
number of Share Units credited to his Share Unit Account on the date the
dividend is declared. The dividend award shall be converted into additional
Share Units as provided above using the Fair Market Value of a Share on the
date the dividend is paid or distributed. Any other provision of this Plan to
the contrary notwithstanding, if a dividend is declared on Shares in the form
of a right or rights to purchase shares of capital stock of the Company or any
entity acquiring the Company, no additional Share Units shall be credited to
the Participant’s Share Unit Account with respect to such dividend, but each
Share Unit credited to a Participant’s Share Unit Account at the time such
dividend is paid, and each Share Unit thereafter credited to the Participant’s
Share Unit Account at a time when such rights are attached to Shares, shall
thereafter be valued as of any point in time on the basis of the aggregate of
the then Fair Market Value of one Share plus the then Fair Market Value of such
right or rights then attached to one Share.



Section 6.2. Transactions Affecting Common Stock. In the event of any
merger, share exchange, reorganization, consolidation, recapitalization, stock
dividend, stock split or other change in corporate structure of the Company
affecting Shares, the Administrator may make appropriate equitable adjustments
with respect to the Share Units credited to the Share Unit Accounts of each
Participant, including without limitation, adjusting the date as of which such
units are valued and/or distributed, as the Administrator determines is
necessary or desirable to prevent the dilution or enlargement of the benefits
intended to be provided under the Plan.



Section 6.3. No Shareholder Rights With Respect to Share Units.
Participants shall have no rights as a stockholder pertaining to Share Units
credited to their Accounts.




ARTICLE 7.

ASSIGNMENT




     Except as permitted in Section 5.5, neither the Participant, nor his
Beneficiary, nor his estate shall have any right or power to transfer, assign,
pledge, encumber, alienate, anticipate or otherwise dispose of any rights or
any distributions payable hereunder.





 








 



ARTICLE 8.

PARTICIPANTS’ RIGHTS UNSECURED



Section 8.1. Unsecured Claim. The right of a Participant or his
Beneficiary to receive a distribution hereunder shall be an unsecured claim,
and neither the Participant nor any Beneficiary shall have any rights in or
against any amount credited to his Account or any other specific assets of the
Company or a subsidiary.



Section 8.2. Contractual Obligation. The Company may authorize the
creation of a trust or other arrangements to assist it in meeting the
obligations created under the Plan. However, any liability to any person with
respect to the Plan shall be based solely upon any contractual obligations that
may be created pursuant to the Plan. No obligation of the Company shall be
deemed to be secured by any pledge of, or other encumbrance on, any property of
the Company or any subsidiary. Nothing contained in this Plan and no action
taken pursuant to its terms shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company and any Participant
or Beneficiary, or any other person.




ARTICLE 9.

AMENDMENT AND TERMINATION OF THE PLAN



Section 9.1. General Authority. The Board may at any time amend or
terminate the Plan, including but not limited to modifying the terms and
conditions applicable to (or otherwise eliminating) Deferrals to be made on or
after the amendment or termination date; provided, however, that no amendment
or termination may reduce or eliminate any Account balance accrued to the date
of such amendment or termination (except as such Account balance may be reduced
as a result of investment losses allocable to such Account) except as otherwise
specifically provided herein. In addition, the Administrator may at any time
amend the Plan to make administrative changes and changes necessary to comply
with applicable law.



Section 9.2. Termination; Change of Control. Notwithstanding the
foregoing, the Board may make the following amendments to the Plan without
obtaining the consent of any individual with any interest hereunder:




     (a) In the event of the Plan’s termination, the Board may provide that all
Deferral elections then outstanding be cancelled and that all amounts accrued
to the date of termination be distributed to all Participants or Beneficiaries,
as applicable, in a single sum payment as soon as practicable after the date of
termination or on such other date as is specified by the Board, regardless of
any distribution election then in effect.




     (b) The Board may amend the provisions of Article 10 prior to the
effective date of a Change of Control.




ARTICLE 10.

CHANGE OF CONTROL



Section 10.1. Acceleration of Payment of Accounts. Notwithstanding any
other provision of this Plan, within 30 days after a Change of Control (as
defined in Section 10.2), each Participant shall be entitled to receive a lump
sum payment in cash of all amounts accumulated in such



 








 




Participant’s Account.
In determining the amount accumulated in a Participant’s Share Unit Account,
each Share Unit shall have a value equal to the higher of (a) the highest
reported sales price, regular way, of a share of the Company’s common stock on
the Composite Tape for New York Stock Exchange Listed Stocks during the
six-month period prior to the date of the Change of Control of the Company and
(b) the Fair Market Value of a Share on the last trading day preceding the date
of distribution.



Section 10.2. Definition of a Change of Control. A Change of Control
means any of the following events:




     (a) The acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) of beneficial ownership (within the meaning of Rule l3d-3
promulgated under the Exchange Act) of 20% or more of either:




	 	(1)	 	The then outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or






	 	(2)	 	The combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the “Company Voting Securities”),





provided, however, that any acquisition by (x) the Company or any of its
subsidiaries, or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (y) any corporation
with respect to which, following such acquisition, more than 60% of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Company Voting Securities immediately
prior to such acquisition in substantially the same proportion as their
ownership, immediately prior to such acquisition, of the Outstanding Company
Common Stock and Company Voting Securities, as the case may be, shall not
constitute a Change of Control of the Company; or




     (b) Individuals who, as of May 24, 1989, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of
the Board, provided that any individual becoming a director subsequent to May
24, 1989, whose election or nomination for election by the Company’s
shareholders was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board, shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest
relating to the election of the Directors of the Company (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act);
or




     (c) Consummation of a reorganization, merger or consolidation (a “Business
Combination”), in each case, with respect to which all or substantially all of
the individuals and entities who were the respective beneficial owners of the
Outstanding Company Common Stock




 








 





 and Company Voting Securities immediately
prior to such Business Combination do not, following such Business Combination,
beneficially own, directly or indirectly, more than 60% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election
of directors as the case may be, of the corporation resulting from such
Business Combination in substantially the same proportion as their ownership
immediately prior to such Business Combination of the Outstanding Company
Common Stock and Company Voting Securities, as the case may be; or




     (d) A complete liquidation or dissolution of the Company or sale or other
disposition of all or substantially all of the assets of the Company other than
to a corporation with respect to which, following such sale or disposition,
more than 60% of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors is then owned beneficially,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Company Voting Securities immediately prior to such
sale or disposition in substantially the same proportion as their ownership of
the Outstanding Company Common Stock and Company Voting Securities, as the case
may be, immediately prior to such sale or disposition.




ARTICLE 11.

ADMINISTRATION



Section 11.1. General. The Committee shall have overall authority with
respect to administration of the Plan; provided that the Administrator shall
have responsibility for the general operation and daily administration of the
Plan as specified herein. If at any time the Committee shall not be in
existence or not be composed of members of the Board who qualify as
“non-employee directors”, then the Board shall administer the Plan (with the
assistance of the Administrator) and all references herein to the Committee
shall be deemed to include the Board.



Section 11.2. Authority and Responsibility. In addition to the
authority specifically provided herein, the Committee and the Administrator
shall have the discretionary authority to take any action or make any
determination it deems necessary for the proper administration of its
respective duties under the Plan, including but not limited to: (a) prescribe
rules and regulations for the administration of the Plan; (b) prescribe forms
for use with respect to the Plan; (c) interpret and apply all of the Plan’s
provisions, reconcile inconsistencies or supply omissions in the Plan’s terms;
and (d) make appropriate determinations, including factual determinations, and
calculations. Any action taken by the Committee shall be controlling over any
contrary action of the Administrator. The Committee or Administrator may
delegate its ministerial duties to a third party and to the extent of such
delegation, references to the Committee or Administrator hereunder shall mean
such delegee.



Section 11.3. Decisions Binding. The Committee’s and the
Administrator’s determinations shall be final and binding on all parties with
an interest hereunder.



Section 11.4. Procedures for Administration. The Committee’s
determinations must be made by not less than a majority of its members present
at the meeting (in person or otherwise) at which a quorum is present, or by
written majority consent, which sets forth the action, is signed



 








 




by the members
of the Committee and filed with the minutes for proceedings of the Committee.
A majority of the entire Committee shall constitute a quorum for the
transaction of business. The Administrator’s determinations shall be made in
accordance with such procedures it establishes.



Section 11.5. Indemnification. Service on the Committee or with the
Administrator shall constitute service as a director or officer of the Company
so that the Committee and Administrator members shall be entitled to
indemnification, limitation of liability and reimbursement of expenses with
respect to their Committee or Administrator services to the same extent that
they are entitled under the Company’s By-laws and Wisconsin law for their
services as directors or officers of the Company.



Section 11.6. Restrictions to Comply with Applicable Law.
Notwithstanding any other provision of the Plan to the contrary, the Company
shall have no liability to make any payment unless such payment would comply
with all applicable laws and the applicable requirements of any securities
exchange or similar entity. In addition, transactions under the Plan are
intended to comply with all applicable conditions of Rule 16b-3 under the
Exchange Act. The Committee and the Administrator shall administer the Plan so
that transactions under the Plan will be exempt from or comply with Section 16
of the Exchange Act, and shall have the right to restrict or rescind any
transaction, or impose other rules and requirements, to the extent it deems
necessary or desirable for such exemption or compliance to be met.




ARTICLE 12.

SUCCESSORS




     All obligations of the Company under the Plan shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business and/or assets of the Company. This Plan
shall be binding upon and inure to the benefit of the Participants,
Beneficiaries and their heirs, executors, administrators and legal
representatives.




ARTICLE 13.

DISPUTE RESOLUTION




Section 13.1. Governing Law. This Plan and the rights and obligations
hereunder shall be governed by and construed in accordance with the internal
laws of the State of Wisconsin (excluding any choice of law rules that may
direct the application of the laws of another jurisdiction), except as provided
in Section 13.2 hereof.



Section 13.2. Arbitration.




     (a) Application. If a Participant or Beneficiary brings a claim
that relates to benefits under this Plan, regardless of the basis of the
claim, such claim shall be settled by final binding arbitration in accordance
with the rules of the American Arbitration Association (“AAA”) and judgment
upon the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.




     (b) Initiation of Action. Arbitration must be initiated by serving
or mailing a written notice of the complaint to the other party. Normally,
such written notice should be provided to




 








 





 the other party within one year (365
days) after the day the complaining party first knew or should have known of
the events giving rise to the complaint. However, this time frame may be
extended if the applicable statute of limitations provides for a longer period
of time. If the complaint is not properly submitted within the appropriate
time frame, all rights and claims that the complaining party has or may have
against the other party shall be waived and void. Any notice sent to the
Company shall be delivered to:




	 	 	 
	 	 	
Office of General Counsel

Johnson Controls, Inc.

5757 North Green Bay Avenue

P.O. Box 591

Milwaukee, WI 53201-0591






     The notice must identify and describe the nature of all complaints
asserted and the facts upon which such complaints are based. Notice will be
deemed given according to the date of any postmark or the date of time of any
personal delivery.




     (c) Compliance with Personnel Policies. Before proceeding to
arbitration on a complaint, the Participant or Beneficiary must initiate and
participate in any complaint resolution procedure identified in the Company’s
personnel policies. If the claimant has not initiated the complaint resolution
procedure before initiating arbitration on a complaint, the initiation of the
arbitration shall be deemed to begin the complaint resolution procedure. No
arbitration hearing shall be held on a complaint until any applicable Company
complaint resolution procedure has been completed.




     (d) Rules of Arbitration. All arbitration will be conducted by a
single arbitrator according to the Employment Dispute Arbitration Rules of the
AAA. The arbitrator will have authority to award any remedy or relief that a
court of competent jurisdiction could order or grant including, without
limitation, specific performance of any obligation created under policy, the
awarding of punitive damages, the issuance of any injunction, costs and
attorney’s fees to the extent permitted by law, or the imposition of sanctions
for abuse of the arbitration process. The arbitrator’s award must be rendered
in a writing that sets forth the essential findings and conclusions on which
the arbitrator’s award is based.




     (e) Representation and Costs. Each party may be represented in the
arbitration by an attorney or other representative selected by the party. The
Company shall be responsible for its own costs, the AAA filing fee and all
other fees, costs and expenses of the arbitrator and AAA for administering the
arbitration. The claimant shall be responsible for his attorney’s or
representative’s fees, if any. However, if any party prevails on a statutory
claim
which allows the prevailing party costs and/or attorneys’ fees, the
arbitrator may award costs and reasonable attorneys’ fees as provided by such
statute.




     (f) Discovery; Location; Rules of Evidence. Discovery will be
allowed to the same extent afforded under the Federal Rules of Civil Procedure.
Arbitration will be held at a location selected by the Company. AAA rules
notwithstanding, the admissibility of evidence offered at the arbitration shall
be determined by the arbitrator who shall be the judge of its materiality and
relevance. Legal rules of evidence will not be controlling, and the standard
for admissibility of




 








 





 evidence will generally be whether it is the type of
information that responsible people rely upon in making important decisions.




     (g) Confidentiality. The existence, content or results of any
arbitration may not be disclosed by a party or arbitrator without the prior
written consent of both parties. Witnesses who are not a party to the
arbitration shall be excluded from the hearing except to testify.