<PAGE>
                                                                    EXHIBIT 10.E
                             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, 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, 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, and shall include the
aggregate of the Participant's Share Unit Account and Interest Account. 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 Committee may determine to be necessary or
appropriate.

         (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
Section 5.5.

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

         (d) "Committee" means the committee appointed by 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.

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

         (f) "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.



<PAGE>
                             JOHNSON CONTROLS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS

         (g) "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.

         (h) "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.

         (i) "Interest Account" means the hypothetical investment account
described in Section 4.2(a), which is eligible for fixed interest credits.

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

         (k) "Participant" means an Outside Director who has elected to make
Deferrals hereunder.

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

         (m) "Share" means a share of common stock of the Company.

         (n) "Share Unit Account" means the account described in Section 4.2(b),
which is deemed invested in Shares.

         (o) "Share Units" means the hypothetical Shares that are credited to
the Share Unit Accounts in accordance with Section 4.2.

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.





<PAGE>
                             JOHNSON CONTROLS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS


                                   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 Committee may
establish.

                                   ARTICLE 4.
                              DEFERRED COMPENSATION

Section 4.1. Deferral Election. An Outside Director may irrevocably elect,
during the 30-day period 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.
Thereafter, an Outside Director may irrevocably elect, prior to the beginning of
each year and within such period as the Committee may specify, to defer all or
any part of his compensation as a director which is earned in such following
year as he may specify in his election. A Participant who fails to file a new
election for any year 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 in accordance with Section 4.2 at the time it would have
otherwise been paid to the Participant in cash.

Section 4.2. Investment Election. At the time of making his Deferral election, a
Participant shall also elect whether the Deferrals shall be credited to an
Interest Account or Share Unit Account, as follows. In the absence of an
effective election, Deferrals shall be credited to the Share Unit Account.

         (a) Credits to Interest Account. When a Participant has elected that
his Deferrals be credited to his Interest Account, the portion of his
compensation as to which such deferral election is in effect shall be credited
to his Interest Account as of the date such compensation would have otherwise
been paid to the Participant in cash. The Interest Account shall also be
credited on January 1 of each year with an amount equal to interest on the
unpaid balance of such account from time to time outstanding during the prior
year at the rate determined by adding together the prime rate in effect at the
Firstar Bank on the last banking day prior to such January 1 and the prime rate
in effect at said bank on the last banking days of each of the calendar months
of January through November of such year and dividing such total by 12. In the
event that the Interest Account shall be terminated for any reason prior to
January 1 of any year, such account shall upon such termination date be credited
with an amount equal to interest at the average prime rate determined as
aforesaid on the unpaid balance from time to time outstanding during that
portion of such year prior to the date of termination.

         (b) Credits to Share Unit Account. When a Participant has elected that
his Deferrals be credited to his Share Unit Account, the portion of his
compensation as to which such deferral election is in effect shall be converted
to whole and fractional Share Units, with fractional units calculated to two
decimal places, and credited to his Share Unit Account as of the last day of the
calendar quarter in which cash payments would have otherwise been made to the
Participant.




<PAGE>
                             JOHNSON CONTROLS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS



Notwithstanding the foregoing, if the Participant ceases to be a
director before the last day of the calendar quarter, the Deferrals for such
quarter shall be credited instead to his Interest Account as of the date he
ceases to be a director. The Deferral shall be converted into Share Units in the
following manner:

         (1) Determine the Fair Market Value of a Share on the last day of the
         calendar quarter in which the Deferral is made.

         (2) Divide the amount of the Deferral for such calendar quarter by such
         Fair Market Value.

         (3) The quotient resulting from such division indicates the number of
         Share Units to be credited to the Participant's Share Unit Account.

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 then be converted into additional Share Units
as provided above but using the Fair Market Value of a Share on the date the
dividend is paid. 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 4.3. Changing Hypothetical Investment Options. A Participant may
irrevocably elect once each year, in such form and manner as the Committee may
prescribe and within the time periods the Committee may prescribe, to convert
all or part of his Interest Account to the Share Unit Account. Such conversion
shall be effective on the January 1 next following the date the election is
received by the Company, and shall be made in the same manner as set forth in
Section 4.2(b), as if the amount for which an election is made was a cash
payment being paid effective on the date of conversion. The Share Unit Account
is considered a "buy only" account under the Plan, and no amounts may be
transferred out of the Share Unit Account into the Interest Account.
Notwithstanding the foregoing, a Participant may not make a conversion election
after he ceases to be a director.

                                   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 as the Com-


<PAGE>
                             JOHNSON CONTROLS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS

mittee 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 date the Participant ceases to be a
director 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.

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

         (a)      Interest Account.

                  (1) If payment is to be made in a lump sum, payment shall be
                  made in January of the year following the year in which the
                  Participant ceased to be a director, and shall be in an amount
                  equal to the value of the total amount credited to the
                  Participant's Interest Account as of such January 1.

                  (2) If payment is to be made in annual installments, the first
                  annual payment shall be made in January of the year following
                  the year in which the Participant ceased to be a director, and
                  shall be in an amount equal to the value of 1/10th of the
                  total amount credited to the Participant's Interest Account as
                  of such January 1. A second annual payment shall be made in
                  January of the second year after the year in which the
                  Participant ceased to be a director, and shall be in an amount
                  equal to the value of 1/9th of the amount credited to the
                  Participant's Interest Account as of such January 1. Each
                  succeeding installment payment shall be determined in a
                  similar manner, until the tenth installment which shall equal
                  the then remaining balance of such account as of such January
                  1.

         (b)      Share Unit Account.

                  (1) If payment is to be made in a lump sum, payment shall be
                  made in January of the calendar year next following the year
                  in which the Participant ceased to be a director. 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 by the number of Share Units credited to the
                  Participant's Account on such day.

                  (2) If payment is to be made in annual installments, the first
                  annual payment shall be paid in January of the calendar year
                  next following the year in which the Participant ceased to be
                  a director, and shall be in an amount equal to the value of
                  1/10th of the number of Share Units credited to the
                  Participant's 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 first
                  trading day of




<PAGE>
                             JOHNSON CONTROLS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS

                  such January 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 Account as of
                  the first trading day shall be cancelled as of such date. A
                  second annual payment shall be made in January of the second
                  year next following the year in which the Participant ceased
                  to be a director, and shall be in an amount equal to the value
                  of 1/9th of the number of Share Units credited to the
                  Participant's account on 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 such first
                  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 account as of
                  such first trading day shall be cancelled as of such date.
                  Each succeeding installment payment shall be determined in a
                  similar manner, with the tenth annual installment being an
                  amount equal to the value of the total number of Share Units
                  then remaining in the Participant's Account as of the first
                  trading day of such year.

Section 5.3. Acceleration of Payments. Notwithstanding the foregoing provisions,
if the amount remaining in each of a Participant's Interest Account or Share
Unit Account at any time is less than $50,000 during the payout period, the
Board may elect by resolution to accelerate the payout thereafter in a lump sum
in such manner as the Board determines.

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 file a beneficiary designation with the Company in such
form and manner as the Committee may prescribe and within the time periods the
Committee 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 accordance with the distribution election in
effect at the time of the Participant's death unless the Committee determines to
make payment in a lump sum. 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 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
beneficiary'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 form on file, or in the event the Participant's
designated beneficiary does not survive the Participant, 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


<PAGE>
                             JOHNSON CONTROLS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS

spouse, if any, must consent to the Participant's designation of any primary
beneficiary other than the spouse.

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. 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 Share Unit Accounts 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 6.2. 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


<PAGE>
                             JOHNSON CONTROLS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS

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.

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:

<PAGE>
                             JOHNSON CONTROLS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS


                  (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,



<PAGE>
                             JOHNSON CONTROLS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS


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 administer the Plan. 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 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 shall have the discretionary
authority to take any action or make any determination it deems necessary for
the proper administration of its 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.

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

Section 11.4. 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.
Service on the Committee shall constitute service as a director of the Company
so that the Committee members shall be entitled to indemnification, limitation
of liability and reimbursement of expenses with respect to their Committee
services to the same extent that they are entitled under the Company's By-laws
and Wisconsin law for their services as directors of the Company.

Section 11.5. 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.


<PAGE>
                             JOHNSON CONTROLS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS

                                  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 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



<PAGE>
                             JOHNSON CONTROLS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS

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.