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EXHIBIT 10.M




JOHNSON CONTROLS, INC.

DIRECTOR SHARE UNIT PLAN




ARTICLE 1.

PURPOSE AND DURATION 



Section 1.1. Purpose. The purpose of the Johnson Controls, Inc. Director Share
Unit Plan is to advance the Company’s growth and success, and to advance the
interests of its shareholders, by attracting and retaining well-qualified
Outside Directors upon whose judgment the Company is largely dependent for the
successful conduct of its operations and by providing such individuals with
incentives to put forth maximum effort for the long-term success of the
Company’s business, thereby aligning their interests more closely with the
interests of shareholders.



Section 1.2. Duration. The Plan was originally effective on November 18, 1998.
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.




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




     (b) “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 Article 7.




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




     (d) “Committee” means the Corporate Governance Committee of the Board;
provided, however, that if the Corporate Governance Committee does not include
two or more “non-employee directors” within the meaning of Rule 16b-3 of the
Exchange Act, then the term “Committee” means such other committee appointed by
the Board consisting of two or more “non-employee directors.”




     (e) “Company” means Johnson Controls, Inc., a Wisconsin corporation, and
any successor thereto as provided in Article 14.




     (f) “Exchange Act” means the Securities Exchange Act of 1934, as
interpreted by regulations and rules issued pursuant thereto, all as amended
and in effect from time to time.





 








 


Any reference to a specific provision of the
Exchange Act shall be deemed to include reference to any successor provision
thereto.




     (g) “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.




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




     (i) “Participant” means each Outside Director who has a Retirement Account
under the Plan. Where the context so requires, a Participant also means a
former director who is entitled to a benefit hereunder.




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




     (k) “Retirement Account” means the record keeping account maintained to
record the interest of each Participant under the Plan. A Retirement 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.




     (l) “Share” means a share of the Company’s common stock, $0.16 par value.




     (m) “Share Units” means the hypothetical Shares that are credited to the
Participant’s Retirement Account in accordance with Article 5.




     (n) “Total and Permanent Disability” means the Participant’s inability to
perform the material duties of a Board member as a result of a
medically-determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a period of
at least 12 months, as determined by the Administrator. The Administrator may
require the Participant to submit such medical evidence or to undergo a medical
examination by a doctor selected by the Administrator as the Administrator
determines is necessary in order to make a determination hereunder.




     (o) “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 Retirement Account.



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.

ADMINISTRATION



Section 3.1. 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 3.2. Authority. In addition to the authority specifically provided
herein, the Committee and the Administrator shall have full power and
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 the power and authority to: (a) interpret
the Plan; (b) correct errors, supply omissions or reconcile inconsistencies in
the Plan’s terms; (c) establish, amend or waive rules and regulations, and
appoint such agents, as it deems appropriate for the Plan’s administration; and
(d) make any other determinations, including factual determinations, and take
any other action as it determines is necessary or desirable for the Plan’s
administration. 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 herein shall mean such
delegee.



Section 3.3. Decision Binding. The Committee’s and the Administrator’s
determinations and decisions made pursuant to the provisions of the Plan and
all related orders or resolutions of the Board shall be final, conclusive and
binding on all persons who have an interest in the Plan, and such
determinations and decisions shall not be reviewable.



Section 3.4. 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 3.5. Indemnification. Neither the Committee, nor the Administrator,
nor any member thereof shall be liable for any act, omission, interpretation,
construction or determination made in connection with the Plan in good faith
and the members of the Committee and the Administrator shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including attorneys’ fees) arising therefrom to the full
extent permitted by law and under any directors’ and officers’ liability
insurance that may be in effect from time to time.





 








 


Section 3.6. 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 4.

RETIREMENT ACCOUNTS



Section 4.1. Establishment of Retirement Account. Each Outside Director shall
have a Retirement Account established under this Plan on his behalf. A
Participant’s Retirement Account shall be credited with “Share Units” and
otherwise subject to adjustment as follows:




     (a) Conversion of Accrued Benefits. For each Outside Director of the
Company as of December 1, 1998, the Administrator shall calculate the value of
such Outside Director’s accrued benefits under the Company’s Director
Retirement Plan as of September 30, 1998. Each such Outside Director’s
Retirement Account shall be credited with a number of Share Units equal to the
result obtained by (i) dividing (A) the value of such Outside Director’s
accrued benefits under the Company’s Director Retirement Plan as of September
30, 1998 by (B) the Fair Market Value of a Share as of the first trading day in
December 1998 and (ii) rounding the quotient to two decimal places.




     (b) Annual Credit of Share Units. On the date of each regular meeting of
the Board held in November, the Retirement Account of each Participant who is
then an Outside Director shall be credited with a number of additional Share
Units equal to the result obtained by (i) dividing (A) $25,000 by (B) the Fair
Market Value of a Share on such date and (ii) rounding the quotient to three
decimal places (the “Annual Credit”).



Section 4.2. Interim Election. Any Outside Director whose election to the
Board is first effective at any time other than the regular meeting of the
Board held in November shall have credited to his or her Retirement Account a
proportionate share of the Annual Credit at the time of effectiveness of his
election. Such credit shall be based on the Fair Market Value of a Share on
the date on which his election is effective.



Section 4.3. Dividends. Whenever the Company declares a dividend on its
Shares, in cash or in property, at a time when Participants have Share Units
credited to their Retirement Accounts, a dividend award shall be made to all
such Participants as of the date of payment of the dividend. The dividend
award for a Participant shall be determined by multiplying the Share Units
credited to the Participant’s Account as of the date the dividend is declared
by the amount or Fair Market Value of the dividend paid or distributed on one
Share. The dividend award shall be credited to the Participant’s Retirement
Account by converting such award into Share Units by (a) dividing the amount of
the dividend award by the Fair Market Value of a Share on the date the dividend
is paid, and (b) rounding such quotient to three decimal places. 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 of any entity acquiring the Company, such
dividend award shall not be credited to the Participant’s Retirement Account,
but each Share Unit credited to a Participant’s Retirement Account at the time
such dividend is paid, and each Share Unit thereafter credited to the
Participant’s Retirement 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 or previously attached to one Share.




 ARTICLE 5.

RULES WITH RESPECT TO SHARE UNITS



Section 5.1. 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 Retirement Account 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 5.2. No Shareholder Rights With Respect to Share Units. Participants shall have no rights as a stockholder pertaining to Share Units
credited to their Retirement Accounts.




ARTICLE 6.

PAYMENT



Section 6.1. Distributions. A Participant’s Retirement Account shall become
payable after the earliest to occur of (a) the retirement date selected by the
Participant, (b) the Participant’s death, (c) the Participant’s Total and
Permanent Disability, or (d) any other event whereby the Participant ceases to
serve on the Board (the earliest such date, the “Payout Date”).



Section 6.2. Election of Form of Distribution. A Participant, at the time he
commences participation in the Plan, shall make a distribution election with
respect to his Retirement 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 6.3. Manner of Distribution. A Participant’s Retirement Account shall
be paid or begin to be paid in cash as follows:





 








 



     (a) If payment is to be made in a lump sum, payment shall be made in the
first calendar quarter of the year following the year in which the Payout Date
occurs (or on such earlier date after the Payout Date as is approved by the
Committee), and shall be in an amount equal to the balance of the Participant’s
Retirement 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 Payout Date occurs (or on such earlier date after the Payout
Date 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 Retirement 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 Payout Date occurs (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 Retirement 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 Retirement 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
6.3 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 6.4. 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
Retirement 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.




ARTICLE 7.

BENEFICIARY




          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 payment of his entire Retirement
Account due hereunder, the balance remaining in such Retirement Account shall
be paid to the Participant’s Beneficiary in a lump sum, unless the Committee
determines that payments may continue to be made 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
was 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. In the event 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.




ARTICLE 8.

TERMS AND CONDITIONS



Section 8.1. No Funding. No stock, cash or other property will be deliverable
to a Participant or his or her Beneficiary in respect of the Participant’s
Retirement Account until the date or dates identified pursuant to Article 6 or
Article 7, and all Retirement Accounts shall be reflected in one or more
unfunded accounts established for the Participant by the Company. Payment of
the Company’s obligation will be from general funds, and no special assets
(stock, cash or otherwise) have been or will be set aside as security for this
obligation, unless otherwise provided by the Administrator.



Section 8.2. No Transfers. Except as permitted by Article 7, a Participant’s
rights to payments under this Plan are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance by a
Participant or his Beneficiary, or garnishment by a Participant’s creditors or
the creditors of his or her beneficiaries, whether by operation of law or
otherwise, and any attempted sale, transfer, assignment, pledge, or encumbrance
with respect to such payment shall be null and void, and shall be without legal
effect and shall not be recognized by the Company.



Section 8.3. Unsecured Creditor. The right of a Participant or Beneficiary to
receive payments under this Plan is that of a general, unsecured creditor of
the Company, and the obligation of the Company to make payments constitutes a
mere promise by the Company to pay such benefits in the future. Further, the
arrangements contemplated by this Plan are intended to be unfunded for tax
purposes and for purposes of Title I of ERISA.



Section 8.4. Retention as Director. Nothing contained in the Plan shall
interfere with or limit in any way the right of the shareholders of the Company
to remove any Director from the Board, nor confer upon any Director any right
to continue in the service of Company as a Director.





 








 



 ARTICLE 9.

TERMINATION AND AMENDMENT OF PLAN



Section 9.1. General. The Board may at any time amend or terminate the Plan;
provided, however, that (a) the Board may not amend the Plan more than once
every six months, other than amendments the Board deems necessary or advisable
to assure the conformity of the Plan with any requirements of state and federal
law or regulations now or hereafter in effect, and (b) except as provided in
Section 9.2, no amendment shall affect adversely any of the rights of any Outside
Director, without such Outside Director’s consent, under any election
theretofore in effect under the Plan. 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 the consent of
any individual with an interest herein:




     (a) In the event of the Plan’s termination, the Board may provide 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.




     (b) The Board may amend the provisions of Article 11 prior to the
effective date of a Change of Control.




ARTICLE 10.

WITHHOLDING




          The Company shall have the right to deduct from all amounts deferred
pursuant to this Plan and/or payments made under the Plan any foreign, Federal,
state, or local income taxes required to be withheld with respect to such
compensation.




ARTICLE 11.

CHANGE OF CONTROL



Section 11.1. Acceleration of Payment. Anything in this Plan to the contrary
notwithstanding, each Participant’s Retirement Account shall be paid in cash in
a lump sum within 30 days following the occurrence of a Change of Control. The
amount of the cash payment shall be determined by multiplying the number of
Share Units in the Retirement Account by the Fair Market Value of a Share as of
the most recent Valuation Date preceding the occurrence of the Change of
Control.



Section 11.2. 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 13d-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 in 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 12.

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 13.

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 14.

DISPUTE RESOLUTION



Section 14.1. 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 14.2 hereof.



Section 14.2. Arbitration.




     (a) Application. Notwithstanding anything to the contrary herein, 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 limitation 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.