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                                                                    EXHIBIT 10.J

                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

                                   ARTICLE 1.
                              PURPOSE AND DURATION

Section 1.1. Purpose. The purpose of the Johnson Controls Equalization Benefit
Plan is to restore retirement benefits to certain participants in the Company's
pension or savings plans whose benefits under said plans are or will be limited
by reason of Code Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 and/or by
reason of the election of such employees to defer income or reduce salary
pursuant to this Plan or the Johnson Controls, Inc. Incentive Compensation Plan
(Deferred Option Qualified). This Plan is completely separate from the
tax-qualified pension plans maintained by the Company and is not funded or
qualified for special tax treatment under the Code. The Plan is intended to be
an unfunded plan covering a select group of management and highly compensated
employees for purposes of ERISA.

Section 1.2. Duration of the Plan. The Plan became effective as of January 1,
1980, and 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. The Plan shall remain in effect
until terminated by the Board pursuant to 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, where 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 Retirement Supplement Account and Savings
Supplement 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) "Board" means the Board of Directors of the Company.

         (c) "Code" means the Internal Revenue Code of 1986, as interpreted by
regulations and rulings issued pursuant thereto, all as amended and in effect
from time to time. Any reference to a specific provision of the Code shall be
deemed to include reference to any successor provision thereto.

         (d) "Committee" means the Compensation Committee of the Board.

         (e) "Company" means Johnson Controls, Inc., a Wisconsin corporation,
and its successors as provided in Article 14.

         (f) "ERISA" means the Employee Retirement Income Security Act of 1974,
as interpreted by regulations and rulings issued pursuant thereto, all as
amended and in effect from time


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                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

to time. Any reference to a specific provision of ERISA shall be deemed to
include reference to any successor provision thereto.

         (g) "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.

         (h) "Incentive Plan" means the Johnson Controls, Inc. Executive
Incentive Compensation Plan (Deferred Option Qualified) as from time to time
amended and in effect.

         (i) "Participant" means an employee of the Company or a subsidiary who
is a participant in both the Incentive Plan and in the Retirement Plan or the
Savings Plan, and who is designated for participation herein by the Committee.
The Committee shall limit the foregoing group of eligible employees to a select
group of management and highly compensated employees, as determined by the
Committee in accordance with ERISA. Where the context so requires, a Participant
also means a former employee entitled to receive a benefit hereunder.

         (j) "Retirement Plan" means the defined benefit pension plan maintained
by the Company known as the Johnson Controls Pension Plan and any successor to
such plan maintained by the Company or any successor or affiliate of the
Company.

         (k) "Retirement Plan Benefits" means the aggregate monthly benefits
payable under the terms of the Retirement Plan.

         (l) "Savings Plan" means the defined contribution plan maintained by
the Company pursuant to Section 401(k) of the Code known as the Johnson Controls
Savings and Investment (401(k)) Plan and any successor to such plan maintained
by the Company or any successor or affiliate of the Company.

Section 2.2. Construction. Wherever any words are used in the masculine, they
shall be construed as though they were used in the feminine in all cases where
they would so apply; and wherever any words are used in the singular or the
plural, they shall be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply. Titles of
articles and sections are for general information only, and the Plan is not to
be construed by reference to such items.

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 illegal or invalid provision had not been included.

                                   ARTICLE 3.
                                 ADMINISTRATION

Section 3.1. General. The Committee shall administer the Plan. If at any time
the Committee shall not be in existence, then the administrative functions of
the Committee shall be assumed by the Board, and any references herein to the
Committee shall be deemed to include references to the Board.


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                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

Section 3.2. 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 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; (d) make appropriate determinations, including factual
determinations, and calculations; and (e) prepare all reports required by law.

Section 3.3. Decisions Binding. The Committee's determinations shall be final
and binding on all parties with an interest hereunder, unless determined to be
arbitrary and capricious.

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.
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 3.5. 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.


                                   ARTICLE 4.
                           RETIREMENT PLAN SUPPLEMENT

Section 4.1. Eligibility for Retirement Plan Supplement. Any Participant who
retires under the Retirement Plan on or after January 1, 1980, or such
Participant's spouse or other beneficiary who is entitled to a benefit under the
Retirement Plan, shall be entitled to a benefit payable hereunder in accordance
with this Article 4.

Section 4.2. Amount of Retirement Plan Supplement. The amount of benefits to
which an eligible individual is entitled shall equal the excess, if any, of:

         (a) The amount of such Participant's, surviving spouse's or other
beneficiary's Retirement Plan Benefits computed under the provisions of the
Retirement Plan, without regard to the limitations imposed by reason of Section
415 of the Code or the limit on considered compen-


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                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

sation under Section 401(a)(17) of the Code, and on the assumption that all
amounts of cash compensation which the Participant elected to defer under the
Incentive Plan and/or under Article 5 of this Plan were paid as "Compensation"
as defined in the Retirement Plan (to the extent not already included in such
"Compensation" under the applicable Retirement Plan definition); over

         (b) The amount of Retirement Plan Benefits actually payable to such
Participant, surviving spouse or other beneficiary for each month under the
Retirement Plan, as computed under the provisions of the Retirement Plan and
subject to the above mentioned limitations.

Section 4.3. Payment of Benefits. Retirement Plan supplement benefits under this
Article 4 shall become payable when a Participant or the Participant's spouse or
other beneficiary begins to receive Retirement Plan payments and shall be
payable in the same manner and subject to all the same options, conditions,
privileges and restrictions as are applicable to the benefits payable to the
Participant, his spouse or other beneficiary under the Retirement Plan.

                                   ARTICLE 5.
                             SAVINGS PLAN SUPPLEMENT

Section 5.1. Election and Crediting of Account. For each calendar year beginning
on or after December 31, 1986, each Participant may elect, in such form and
manner and within such time periods as the Committee may prescribe, that, in the
event the Participant's ability to make Before-Tax Matched Contributions under
the Savings Plan is limited by reason of Sections 401(k), 402(g) or 415 of the
Code and/or the limit on considered compensation under Section 401(a)(17) of the
Code, then the difference between the Participant's actual Before-Tax Matched
Contributions under the Savings Plan for any calendar year and the amount that
would have been contributed as Before-Tax Matched Contributions but for such
limits shall be credited, as of December 31 of such year, to the Participant's
Savings Supplement Account; provided that, when determining a Participant's
compensation for purposes of this Article 5, the only bonus that may be included
is the amount a Participant receives under the Incentive Plan for the calendar
year. Such Savings Supplement Account shall also be credited as of each December
31 with an amount equal to the difference between the amount of Matching
Contributions actually credited to the Participant's Savings Plan Accounts for
the year and the amount of Matching Contributions that would have been so
credited if the amount determined under the preceding sentence had actually been
contributed to the Savings Plan (determined without regard to the limitations
imposed by Sections 401(m) and 415 of the Code); provided the Participant has
met the eligibility requirements to receive a Matching Contribution under the
Savings Plan for such year. An election under this Article 5 shall constitute an
election by the Participant to reduce the Participant's salary by the amount
determined under the first sentence of this Section 5.1, and shall remain in
effect from time to time unless and until terminated prospectively by the
Participant by written notice to the Committee in such form and manner and
within such time periods as the Committee may prescribe. The Matching
Contributions credited hereunder shall be subject to the same vesting
requirements as are imposed under the Savings Plan.


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                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

Section 5.2. Termination of Election. A Participant's election to make
supplemental Before-Tax Contributions to this Plan shall terminate at the same
time as his election under the Savings Plan is terminated.

Section 5.3. Credits to Subaccounts. Amounts credited to a Participant's Savings
Supplement Account hereunder to the extent derived from Before-Tax Matched
Contributions will be credited to a before-tax contributions subaccount of the
Participant's Savings Supplement Account, and amounts derived from employer
contributions will be credited to an employer contributions subaccount of the
Participant's Savings Supplement Account.

Section 5.4. Credit of Earnings, Gains and Losses. An additional amount shall be
credited or charged to the Savings Supplement Account to reflect allocable
hypothetical earnings, gains and losses as provided herein.

         (a) The additional credit (or charge) for employer contribution
subaccounts will be determined on a quarterly basis and will be equal to the
product of the sum of the number of equivalent shares of common stock and/or
preferred stock held in the Participant's account as of the last day of the
previous quarter plus additional shares acquired as the result of dividend
payments during the course of the quarter as determined by the total quarterly
dividend payments divided by the average cost of a share of Company stock during
the quarter, times the price of a share of Company stock as of the last business
day of the quarter. The credit (or charge) is the difference in net value of the
closing balance of the current quarter minus the closing balance of the previous
quarter. In the event that the Savings Plan Company Stock Fund should experience
a loss for a given quarter, employer contribution subaccounts will be reduced in
accordance with the procedures specified above to reflect such loss.

         (b) The additional credit for before-tax contributions subaccounts
shall be determined in accordance with the following procedures.

                  (1) The additional credit (or charge) with respect to each
                  Participant's before-tax contributions subaccount will be
                  based upon the investment gain (or loss) that the Participant
                  would have realized had his before-tax contributions
                  subaccount been invested, in accordance with the Participant's
                  written election, in one or more of the Savings Plan Fixed
                  Income Fund, Saving Plan US Equity Index Commingled Pool or
                  Savings Plan Company Stock Fund. The additional credit (or
                  charge) shall be the sum, separately calculated for each of
                  the available investment options, of the product obtained by
                  multiplying the portion (if any) of the Participant's Prior
                  Balance of the before-tax contributions subaccount that is
                  deemed to have been invested in each investment option and the
                  rate of return experience by that investment option under the
                  Savings Plan during the quarter.

                  The credit (or charge) with respect to the Savings Plan
                  Company Stock Fund will be determined on a quarterly basis and
                  will be equal to the product of the sum of the number of
                  equivalent shares of common stock held in the participant's
                  before-tax contributions subaccount as of the last day of the
                  previous quarter plus any additional shares acquired as the
                  result of employee contributions during the


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                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

                  quarter plus dividend payments received during the quarter
                  divided by the average cost of a share of stock during the
                  quarter, times the price of a share of stock as of the last
                  business day of the quarter. The credit (or charge) is the
                  difference in net value of the closing balance of the current
                  quarter minus the closing balance of the previous quarter.

                  (2) In accordance with uniform rules prescribed by the
                  Committee, each Participant shall designate in writing the
                  investment option or options in which his before-tax
                  contributions subaccount is deemed to be invested for purposes
                  of paragraph (1) above. When selecting more than one
                  investment option, the Participant shall designate, in whole
                  multiples of ten percent (10%), the percentage of his
                  before-tax contributions subaccount that is deemed to be
                  invested in each investment option. If the Participant fails
                  to make a timely and properly completed investment
                  designation, he shall be deemed to have elected that one
                  hundred percent (100%) of his before-tax contributions
                  subaccount be deemed to have been invested in the Fixed Income
                  Fund. A Participant's election or deemed election (or revision
                  to a prior election or deemed election) made in any calendar
                  year shall, unless superceded by a subsequent election made
                  during the same calendar year, become effective on January 1
                  of the following calendar year, and shall remain in effect
                  unless and until modified by a subsequent election that
                  becomes effective in accordance with the rules of this
                  paragraph (2). An effective investment election shall operate
                  both (A) to reallocate the Participant's existing before-tax
                  contributions subaccount as of the effective date of the
                  election among the available investment options and (B) to
                  determine the allocation of future before-tax contributions
                  credited to the Participant's before-tax contributions
                  subaccount on or after the effective date of the designation.
                  Other than the reallocation of a Participant's before-tax
                  contributions subaccount pursuant to a revised investment
                  election submitted by the Participant, the deemed investment
                  allocation to the Participant's before-tax contributions
                  subaccount will not be adjusted to reflect differences in the
                  relative investment return realized by the various
                  hypothetical investment options that the Participant has
                  designated.

                  (3) In the event that the Savings Plan Fixed Income Fund,
                  Savings Plan US Equity Index Commingled Pool or Savings Plan
                  Company Stock Fund should experience a loss for a given year,
                  the before-tax contributions subaccounts of Participants who
                  have elected a deemed investment in any such option will be
                  reduced in accordance with the procedures specified above to
                  reflect such losses.

                  (4) A Participant who has terminated employment from the
                  Company and its subsidiaries, or a beneficiary entitled to
                  payment of a Participant's Savings Supplement Account, may not
                  make deemed investment election changes as prescribed herein
                  after the date of the Participant's termination of employment.

Section 5.5. Payment of Benefits. Payment of the amounts credited to a
Participant's Savings Supplement Account hereunder shall commence during the
month of January immediately following the Participant's termination of
employment with the Company and its subsidiaries and


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                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

shall be made in ten (10) annual installments, provided that the minimum annual
installment shall be $10,000. The first such installment shall equal the total
value of the Savings Supplement Account as of the date of distribution divided
by ten (10). Each subsequent installment shall be paid each January in an
equivalent amount, plus any additional amount credited for the preceding
calendar year on the unpaid balance in the Savings Supplement Account in
accordance with Section 5.4 above. Each payment shall be drawn from each
subaccount on a pro-rata basis.

Section 5.6. Death Benefit. 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 from his Savings
Supplement Account hereunder, the remaining interest 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. 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 whether payable before or
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 spouse, if any, must consent to
the Participant's designation of any primary beneficiary other than the spouse.

                                   ARTICLE 6.
                       EQUALIZATION BENEFIT PLAN ACCOUNTS

Section 6.1. Establishment of Accounts. The Company shall establish book keeping
reserve Accounts on behalf of each Participant with respect to each type of
benefit offered under this Plan. The first such reserve shall be known as the
"Retirement Supplement Account" and shall relate to the benefits to be paid
pursuant to Article 4 above. The second such reserve shall be known as the
"Savings Supplement Account" and shall be comprised of the individual
Participant Savings Supplement Accounts (and subaccounts) described in Article
5.

Section 6.2. Administration of Accounts. Each Account will be administered as
follows:

         (a) The Account shall serve solely as a device for determining the
amount of the accrued deferred liability for the benefit payments provided
herein, and shall not constitute or be treated as a trust fund of any kind, it
being expressly provided that the amounts credited to the Account shall be and
remain the sole property of the Company and that no Participant shall have any
proprietary rights of any nature whatsoever with respect thereto or with respect
to any investments the Company may make to aid it in meeting its obligations
hereunder.


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                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

         (b) With respect to each fiscal year of the Company while the Plan is
in effect, the Retirement Supplement Account shall be credited or charged with
such annual amounts as shall be determined to be appropriate based upon
assumptions acceptable to the Committee, and the Savings Supplement Account
shall be credited or charged with such amounts as are prescribed in Article 5.

         (c) No funds or other assets of the Company shall be segregated and
attributable to the amounts that may from time to time be credited to the
Accounts. Benefit payments under the Plan shall be made from the general assets
of the Company at the time any such payment becomes due and payable. To the
extent that any person acquires a right to receive payments from the Company
hereunder, such right shall be no greater than the right of an unsecured
creditor.

                                   ARTICLE 7.
                           NON-ALIENATION OF PAYMENTS

                  Except as specifically provided herein, benefits payable under
the Plan shall not be subject in any manner to alienation, sale, transfer,
assignment, pledge, attachment, garnishment or encumbrance of any kind. Any
attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any
such benefit payment, whether currently or thereafter payable, shall not be
recognized by the Committee or the Company. Any benefit payment due hereunder
shall not in any manner be liable for or subject to the debts or liabilities of
any Participant or other person entitled thereto. If any such person shall
attempt to alienate, sell, transfer, assign, pledge or encumber any benefit
payments to be made to that person under the Plan or any part thereof, or if by
reason of such person's bankruptcy or other event happening at any time, such
payments would devolve upon anyone else or would not be enjoyed by such person,
then the Committee, in its discretion, may terminate such person's interest in
any such benefit payment, and hold or apply it to or for the benefit of that
person, the spouse, children or other dependents thereof, or any of them, in
such manner as the Committee deems proper.

                                   ARTICLE 8.
                    LIMITATION OF RIGHTS AGAINST THE COMPANY

                  Participation in this Plan, or any modifications thereof, or
the payments of any benefits hereunder, shall not be construed as giving to any
person any right to be retained in the service of the Company, limiting in any
way the right of the Company to terminate such person's employment at any time,
evidencing any agreement or understanding that the Company will employ such
person in any particular position or at any particular rate of compensation or
guaranteeing such person any right to receive any other form or amount of
remuneration from the Company.

                                   ARTICLE 9.
                            AMENDMENT OR TERMINATION

Section 9.1. Amendment or Termination. The Board may amend or terminate this
Plan at any time, provided that, except as provided in Section 9.3, no such
amendment or modification shall adversely affect the rights of any Participant,
spouse or other beneficiary then receiving benefits


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                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

under this Plan or deprive any such person of the right to receive amounts
previously credited to the Participant's Savings Supplement Account (except as
such account balance may be reduced as a result of investment losses allocable
to such Account), unless the Company shall have substituted therefor an
equivalent amount of immediate or deferred compensation under some other plan,
program or individual agreement with such individual.

Section 9.2. Entitlement to Benefits. It is understood that an individual's
entitlement to retirement supplement benefits under Article 4 of this Plan may
be automatically reduced as the result of an increase in his Retirement Plan
Benefits. Nothing herein shall be construed in any way to limit the right of the
Company to amend or modify the Retirement Plan or Savings Plan.

Section 9.3. Termination; Change of Control. Notwithstanding the foregoing, the
Board may take the following actions without obtaining the consent of any
Participant, spouse or Beneficiary:

         (a) In the event of the Plan's termination, the Board may provide that
all elections under this Plan then outstanding be cancelled and that all amounts
accrued to the date of termination be distributed to all Participants, their
spouses 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. In such
event, the Board shall specify the actuarial assumptions and other factors to be
used to determine a single sum value of any Retirement Supplement benefits
accrued hereunder as of the effective date of the Plan's termination.

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

                                  ARTICLE 10.
                   SPECIAL RULES APPLICABLE IN THE EVENT OF A
                        CHANGE OF CONTROL OF THE COMPANY

Section 10.1. Acceleration of Payments. Notwithstanding any other provision of
this Plan, all amounts credited to a Participant's Accounts under the Plan shall
be paid to the Participant, spouse or beneficiary entitled thereto, in a lump
sum in cash within 30 days after a Change of Control. In such event, the
Committee shall specify the actuarial assumptions and other factors to be used
to determine the single sum value of any Retirement Supplement benefits accrued
hereunder as of the date of the Change of Control.

Section 10.2. Definition of a Change of Control. A "Change of Control" shall
mean 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:


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                             JOHNSON CONTROLS, INC.
                           EQUALIZATION BENEFIT PLAN

                  (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; 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-ll of Regulation l4A 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 own-


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                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

ers, 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.

Section 10.3. Maximum Payment Limitations.

         (a) Limit on Payments. Except as provided in subsection (b) below, if
any portion of the payments or benefits described in this Plan or under any
other agreement with or plan of the Company or a subsidiary (in the aggregate,
"Total Payments"), would constitute an "excess parachute payment", then the
Total Payments to be made to the Participant shall be reduced such that the
value of the aggregate Total Payments that the Participant is entitled to
receive shall be one dollar ($1) less than the maximum amount which the
Participant may receive without becoming subject to the tax imposed by Section
4999 of the Code or which the Company may pay without loss of deduction under
Section 280G(a) of the Code; provided that this Section shall not apply in the
case of a Participant who has in effect a valid employment contract providing
that the Total Payments to the Participant shall be determined without regard to
the maximum amount allowable under Section 280G of the Code. The terms "excess
parachute payment" and "parachute payment" shall have the meanings assigned to
them in Section 280G of the Code, and such "parachute payments" shall be valued
as provided therein. Present value shall be calculated in accordance with
Section 280G(d)(4) of the Code. Within forty (40) days following delivery of
notice by the Company to the Participant of its belief that there is a payment
or benefit due the Participant which will result in an excess parachute payment,
the Participant and the Company, at the Company's expense, shall obtain the
opinion (which need not be unqualified) of nationally recognized tax counsel
selected by the Company's independent auditors and acceptable to the Participant
in his sole discretion (which may be regular outside counsel to the Company),
which opinion sets forth (A) the amount of the Base Period Income, (B) the
amount and present value of Total Payments and (C) the amount and present value
of any excess parachute payments determined without regard to the limitations of
this Section. As used in this Section, the term "Base Period Income" means an
amount equal to the Participant's "annualized includible compensation for the
base period" as defined in Section 280G(d)(1) of the Code. For purposes of such
opinion, the value of any noncash benefits or any deferred payment or benefit
shall be determined by the Company's independent auditors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code, which determination shall
be evidenced in a certificate of such auditors addressed to the Company and the
Participant. Such opinion shall be addressed to the Company and the Participant
and shall be binding upon the Company and the Participant. If such opinion
determines that there would be an excess parachute payment, the payments
hereunder that are includible in Total Payments or any other payment or benefit
determined by such counsel to be includible in Total Payments shall be reduced
or eliminated as specified by the Participant in writing delivered to the
Company within thirty days of his receipt of such opinion or, if the Participant
fails to so notify the Company, then as the Company shall reasonably determine,
so that under the bases of calculations set forth in such opinion there will be
no excess parachute payment. If such legal counsel so requests in connection
with the opinion required by this Section, the Participant and the Company shall
obtain, at the Company's expense, and the legal counsel may rely on in providing
the opinion, the advice of a firm of recognized executive compensation
consultants as to the reasonableness of any item of compensation to be


<PAGE>
                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

received by the Participant. If the provisions of Sections 280G and 4999 of the
Code are repealed without succession, then this Section shall be of no further
force or effect.

         (b) Employment Contract Governs. The provisions of subsection (a) above
shall not apply to a Participant whose employment is governed by an employment
contract that provides for Total Payments in excess of the limitation described
in subsection (a) above.

                                   ARTICLE 11.
                                ERISA PROVISIONS

Section 11.1. Claims Procedures.

         (a) Initial Claim. If a Participant, spouse or beneficiary (the
"claimant") believes that he is entitled to a benefit under the Plan that is not
provided, the claimant or his legal representative shall file a written claim
for such benefit with the Committee. The Committee shall review the claim within
90 days following the date of receipt of the claim; provided that the Committee
may determine that an additional 90-day extension is necessary due to
circumstances beyond the Committee's control, in which event the Committee shall
notify the claimant prior to the end of the initial period that an extension is
needed, the reason therefor and the date by which the Committee expects to
render a decision. If the claimant's claim is denied in whole or part, the
Committee shall provide written notice to the claimant of such denial. The
written notice shall include the specific reason(s) for the denial; reference to
specific Plan provisions upon which the denial is based; a description of any
additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material or information is necessary; and a
description of the Plan's review procedures (as set forth in subsection (b)) and
the time limits applicable to such procedures, including a statement of the
claimant's right to bring a civil action under section 502(a) of ERISA following
an adverse determination upon review. If the claimant does not receive a written
decision within the time period(s) described above, the claim shall be deemed
denied on the last day of such period(s).

         (b) Request for Appeal. The claimant has the right to appeal the
Committee's decision by filing a written appeal to the Committee within 60 days
after claimant's receipt of the decision or deemed denial. The claimant will
have the opportunity, upon request and free of charge, to have reasonable access
to and copies of all documents, records and other information relevant to the
claimant's appeal. The claimant may submit written comments, documents, records
and other information relating to his claim with the appeal. The Committee will
review all comments, documents, records and other information submitted by the
claimant relating to the claim, regardless of whether such information was
submitted or considered in the initial claim determination. The Committee shall
make a determination on the appeal within 60 days after receiving the claimant's
written appeal; provided that the Committee may determine that an additional
60-day extension is necessary due to circumstances beyond the Committee's
control, in which event the Committee shall notify the claimant prior to the end
of the initial period that an extension is needed, the reason therefor and the
date by which the Committee expects to render a decision. If the claimant's
appeal is denied in whole or part, the Committee shall provide written notice to
the claimant of such denial. The written notice shall include the specific
reason(s) for the denial; reference to specific Plan provisions upon which the
denial is based; a statement that


<PAGE>
                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

the claimant is entitled to receive, upon request and free of charge, reasonable
access to and copies of all documents, records, and other information relevant
to the claimant's claim; and a statement of the claimant's right to bring a
civil action under section 502(a) of ERISA. If the claimant does not receive a
written decision within the time period(s) described above, the appeal shall be
deemed denied on the last day of such period(s).

Section 11.2. ERISA Fiduciary. For purposes of ERISA, the Committee shall be
considered the named fiduciary under the Plan and the plan administrator.

                                   ARTICLE 12.
                                 TAX WITHHOLDING

                  The Company shall have the right to deduct from any payment
made hereunder or from any other payments due a Participant, any foreign,
federal, state, or local taxes required by law to be withheld with respect to
such cash payments, any deferrals or the vesting of any amounts hereunder.

                                   ARTICLE 13.
                                     OFFSET

                  The Company shall have the right to offset from the benefits
payable hereunder any amount that the Participant owes to the Company or any
subsidiary without the consent of the Participant (or his spouse or beneficiary,
in the event of the Participant's death).

                                   ARTICLE 14.
                                   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.

                                   ARTICLE 15.
                               DISPUTE RESOLUTION

Section 15.1. Governing Law. This Plan is intended to be a plan of deferred
compensation maintained for a select group of management or highly compensated
employees as that term is used in ERISA, and shall be interpreted so as to
comply with the applicable requirements thereof. In all other respects, the Plan
is to be construed and its validity determined according to the laws of the
State of Wisconsin to the extent such laws are not preempted by federal law.

Section 15.2. Limitation on Actions. Any action or other legal proceeding under
ERISA with respect to the Plan may be brought only after the claims and appeals
procedures of Article 11 are exhausted and only within the period ending on the
earlier of (i) one year after the date the claimant receives notice of a denial
or deemed denial upon appeal under Section 11.1(b), or (ii) the expiration of
the applicable statute of limitations period under applicable federal law. Any

<PAGE>
                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

action or other legal proceeding not adjudicated under ERISA must be arbitrated
in accordance with the provisions of Section 15.3.

Section 15.3. Arbitration.

         (a) Application. Notwithstanding any employee agreement in effect
between a Participant and the Company or any subsidiary employer, if a
Participant, spouse or beneficiary brings a claim that relates to benefits under
this Plan that is not covered under ERISA, and regardless of the basis of the
claim (including but not limited to, actions under Title VII, wrongful
discharge, breach of employment agreement, etc.), 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 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, spouse or beneficiary must initiate
and participate in any complaint resolution procedure identified in the
Company's or subsidiary'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 or subsidiary 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


<PAGE>
                             JOHNSON CONTROLS, INC.
                            EQUALIZATION BENEFIT PLAN

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 or subsidiary 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/her
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.