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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, 2001. The
provisions of the Plan as amended and restated apply to each individual with an
interest hereunder on or after October 1, 2001; provided that no amendment
hereto shall adversely affect the right of any Participant with respect to an
election in effect prior to October 1, 2001.

                                   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) "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.

         (b) "Board" means the Board of Directors of the Company.

         (c) "Committee" means the Directors Committee of the Board; provided,
however, that if the Directors 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."

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

         (e) "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.

         (f) "Fair Market Value" means with respect to a Share, except as
otherwise provided herein, the closing sales price on the New York Stock
Exchange 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 Committee.




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                             JOHNSON CONTROLS, INC.
                            DIRECTOR SHARE UNIT PLAN


         (g) "Outside Director" means a member of the Company's Board who is not
an officer or employee of the Company or a subsidiary.

         (h) "Participant" means each Outside Director who has a Retirement
Account under the Plan.

         (i) "Plan" means the arrangement described herein, as from time to time
amended and in effect.

         (j) "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 Committee may determine to be necessary or
appropriate.

         (k) "Share" means a share of the Company's common stock, $0.16 par
value.

         (l) "Share Units" means the hypothetical Shares that are credited to
the Participant's Retirement Account in accordance with Article 5.

         (m) "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 Committee. The Committee may require
the Participant to submit such medical evidence or to undergo a medical
examination by a doctor selected by the Committee as the Committee determines is
necessary in order to make a determination hereunder.

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 Plan shall be administered by the Committee. If at any
time the Committee shall not be in existence, the Board shall assume the
Committee's functions and each reference to the Committee herein shall be deemed
to include the Board.

Section 3.2. Authority. In addition to the authority specifically provided
herein, the Committee shall have full power and discretionary authority to: (a)
administer the Plan, including but not limited to the power and authority to
construe and 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;



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                             JOHNSON CONTROLS, INC.
                            DIRECTOR SHARE UNIT PLAN


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.

Section 3.3. Decision Binding. The Committee'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 of the Committee. 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.

Section 3.5. Indemnification. Neither the Committee 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
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 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 Committee 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.
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                             JOHNSON CONTROLS, INC.
                            DIRECTOR SHARE UNIT PLAN



         (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 as of the first trading day in the following December
and (ii) rounding the quotient to two 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 as of the first
trading day of the month following the month in 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 (i) dividing the amount of the dividend award by
the Fair Market Value of a Share on the date the dividend is paid, and (ii)
rounding such quotient to two 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 Committee 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 Committee 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.


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                             JOHNSON CONTROLS, INC.
                            DIRECTOR SHARE UNIT PLAN


                                   ARTICLE 6.
                                     PAYMENT

Section 6.1. Distributions. A Participant's Retirement Account shall become
payable after the earliest to occur of (i) the retirement date selected by the
Participant, (ii) the Participant's death, (iii) the Participant's Total and
Permanent Disability, or (iv) 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 as the Committee may
prescribe and within the time periods the Committee may prescribe. The election
shall specify whether distributions shall be made in a single lump sum or ten
(10) annual installments. A distribution election shall be effective only when
it is received and approved by the Committee, and shall remain in effect until
modified by the Participant. A Participant may from time to time modify his
distribution election by filing a revised distribution election, properly
completed and signed, with the Committee. However, a revised distribution
election received by the Committee within twelve (12) months prior to the Payout
Date will be null and void, and the most recent prior distribution election on
file with the Committee will be given effect. If no valid election is in effect,
distributions shall be made in ten (10) annual installments. Notwithstanding the
foregoing, and regardless of any election in effect, if a Participant dies
before receiving a distribution of his entire Retirement Account, any remaining
balance of such account shall be paid in a single lump sum to the Participant's
Beneficiary as soon as practicable after the Participant's death.

Section 6.3. Manner of Distribution. A Participant's Retirement Account shall be
paid or begin to be paid in cash in the month of January that next follows the
calendar year in which the Payout Date occurs, as follows:

         (a) If payment is to be made in a lump sum, the amount of the payment
shall be determined by multiplying the Fair Market Value of a Share on the first
trading day of such January (the "First Trading Day") by the number of Share
Units credited to the Participant's Retirement Account as of the First Trading
Day.

         (b) If payment is to be made in ten (10) annual installments, the
amount of the first annual payment shall equal the value of 1/10th of the number
of Share Units credited to the Participant's Retirement Account as of the First
Trading Day. The value of such Share Units shall be determined by multiplying
the Fair Market Value of a Share on the First Trading Day by the number of such
Share Units. After the amount of the first installment has been determined,
1/10th of the Share Units credited to the Participant's Retirement Account shall
be cancelled as of the First Trading Day. A second annual payment shall be made
in January of the second calendar year that next follows the calendar year in
which the Payout Date occurred, and shall be in an amount equal to the value of
1/9th of the number of Share Units credited to the Participant's Retirement
Account as of the first trading day of such January. The value of such Share
Units shall be determined by multiplying the Fair Market Value of a Share on the
such trading day by the number of such Share Units. After the amount of the
second installment has been determined, 1/9th of the Share Units credited to the
Participant's Retirement Account on the first trading day


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                             JOHNSON CONTROLS, INC.
                            DIRECTOR SHARE UNIT PLAN



of the second year shall be cancelled as of such date. Each succeeding
installment payment shall be determined in a similar manner, the tenth annual
installment being an amount equal to the value of the total number of Share
Units credited to the Participant's Retirement Account on the first trading day
of the tenth calendar year after the year in which the Payout Date occurred.

                                   ARTICLE 7.
                                   BENEFICIARY

                  Each Participant may file a beneficiary designation on the
form provided by the Committee. 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 as soon as practicable after the Participant's death.
A Participant can change his beneficiary designation at any time, provided that
each beneficiary designation form filed with the Company shall revoke the most
recent form on file, and the last form received by the Company while the
Participant was alive shall be given effect. In the event there is no valid
beneficiary designation form on file, or in the event the Participant's
designated Beneficiary is not alive at the time payment is to be made, 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
Committee has notice of such divorce or legal separation prior to payment. If a
Participant maintains his primary residence in a state that has community or
marital property laws, then the Participant's spouse, if any, must consent to
the Participant's designation of any primary beneficiary other than the spouse.

                                   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 Committee.

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



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                             JOHNSON CONTROLS, INC.
                            DIRECTOR SHARE UNIT PLAN


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.

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 last trading day prior to the occurrence of Change of Control.


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                             JOHNSON CONTROLS, INC.
                            DIRECTOR SHARE UNIT PLAN



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


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                             JOHNSON CONTROLS, INC.
                            DIRECTOR SHARE UNIT PLAN



         (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


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                             JOHNSON CONTROLS, INC.
                            DIRECTOR SHARE UNIT PLAN


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



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                             JOHNSON CONTROLS, INC.
                            DIRECTOR SHARE UNIT PLAN


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.