<PAGE>
                                                                    EXHIBIT 10.N


                             JOHNSON CONTROLS, INC.

                                12,815,809 Shares

                                  Common Stock

                  JOHNSON CONTROLS, INC. 2000 STOCK OPTION PLAN



                                 JANUARY 1, 2000

                            (AMENDED OCTOBER 1, 2001)





         This document sets forth information relating to participation in the
Johnson Controls, Inc. 2000 Stock Option Plan (the "Plan") and to shares of our
common stock that we are offering under the Plan. Each share of our common stock
issued under the Plans will include one right to purchase our common stock. In
this document, unless the context otherwise requires, all references to our
common stock includes the accompanying rights. We are offering participation in
the Plan to our officers and other key employees and those of our subsidiaries.

         This document will be accompanied or preceded by our latest Annual
Report to Shareholders. If you have previously received a copy of our Annual
Report to Shareholders but wish to have another copy, then we will furnish an
additional copy without charge upon written or oral request to us.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED PURSUANT TO THE
PLAN OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL AND COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         You should rely only on the information contained in this document or
to which we have referred you. We have not authorized anyone to provide you with
information that is different. The information in this document may only be
accurate on the date of the document. This document may only be used where it is
legal to sell these securities.

                This document may not be used for resales of shares acquired
under the Plan.




<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


Caption                                                                                                       Page
-------                                                                                                       ----
<S>                                                                                                          <C>

THE COMPANY.......................................................................................................1

THE PLAN..........................................................................................................1
         Establishment............................................................................................1
         Purpose..................................................................................................1
         Effective Date of the Plan...............................................................................1
         Stock Subject to the Plan................................................................................1
         Administration...........................................................................................2
         Eligibility..............................................................................................2
         Rights of Employees......................................................................................2
         Option Agreements........................................................................................3
         Option Price.............................................................................................3
         Option Period............................................................................................3
         Maximum Value of Incentive Stock Options.................................................................3
         Transferability of Option or Stock Appreciation Right....................................................3
         Exercise of Option; Deferral of Shares...................................................................4
         Withholding..............................................................................................4
         Termination of Employment................................................................................4
         Stock Appreciation Rights................................................................................5
         Adjustment Provisions....................................................................................5
         Termination and Amendment of Plan........................................................................6
         Rights of a Shareholder..................................................................................6
         Change of Control........................................................................................6
         LSARs....................................................................................................7
         Governing Law and Arbitration............................................................................7
         Unfunded Plan............................................................................................8
         Repricing................................................................................................8
         Termination for Cause or Inimical Conduct................................................................8
         Offset...................................................................................................9
         Severability.............................................................................................9

FEDERAL INCOME TAX CONSIDERATIONS................................................................................10
         Incentive Stock Options.................................................................................10
         Nonqualified Options....................................................................................10
         Stock Appreciation Rights...............................................................................11
         Internal Revenue Code Section 162(m) and Section 280G...................................................11

</TABLE>

<PAGE>




                                   THE COMPANY

         We are a global market leader in automotive systems and facility
management and control. In the automotive market, we are a major supplier of
seating and interior systems, and batteries. For nonresidential facilities, we
provide building control systems and services, energy management and integrated
facility management. Our principal executive offices are located at 5757 North
Green Bay Avenue, P.O. Box 591, Milwaukee, Wisconsin 53201. Our telephone number
is (414) 524-1200.

    1. ESTABLISHMENT. JOHNSON CONTROLS, INC. (the "Company") hereby establishes
a stock option plan for certain officers and other key employees, as described
herein, which shall be known as the JOHNSON CONTROLS, INC. 2000 STOCK OPTION
PLAN (the "Plan"). It is intended that certain of the stock options issued
pursuant to the Plan may constitute incentive stock options within the meaning
of Section 422 of the Internal Revenue Code ("Incentive Stock Options") and the
remainder of the options issued pursuant to the Plan shall constitute
nonqualified options. Incentive Stock Options and nonqualified stock options are
hereinafter jointly referred to as "Options." The Committee may also award stock
appreciation rights apart from Options issued pursuant to the Plan.

    2. PURPOSE. The purpose of the Plan is to induce certain officers and other
key employees to remain in the employ of the Company or its subsidiaries and to
encourage such employees to secure or increase on reasonable terms their stock
ownership in the Company. The Board of Directors of the Company (the "Board of
Directors") believes that the Plan will promote continuity of management and
increased incentive and personal interest in the welfare of the Company by those
who are responsible for shaping and carrying out the long-range plans of the
Company and securing its continued growth and financial success.

    3. EFFECTIVE DATE OF THE PLAN. The Plan was adopted by the Board of
Directors on November 17, 1999, and, subject to the approval of the Plan by the
shareholders of the Company within twelve months of this date, the effective
date of the Plan will be January 1, 2000. Any and all Options granted prior to
shareholder approval shall be subject to such approval.

    4. STOCK SUBJECT TO THE PLAN. Subject to adjustment in accordance with the
provisions of this paragraph and paragraph 17, the total number of shares of the
common stock of the Company ("Common Stock") available for awards during the
term of the Plan shall be an amount calculated as follows: (a) fifteen percent
(15%) of the number of shares of Common Stock outstanding upon the effective
date of the Plan minus (b) the number of shares of Common Stock subject to
awards made under any prior stock option plan of the Company (a "Prior Plan")
and outstanding upon the effective date of the Plan ("Prior Plan Awards").
Shares of Common Stock to be delivered upon exercise of Options or settlement of
stock appreciation rights under the Plan shall be made available from presently
authorized but unissued Common Stock or authorized and issued shares of Common
Stock reacquired and held as treasury shares, or a combination thereof. If any
Option or stock appreciation right shall be canceled, expire or terminate
without having been exercised in full, or to the extent a stock appreciation
right is settled in cash, the shares of Common Stock allocable to the
unexercised, canceled, forfeited portion of such Option or stock appreciation
right, or portion of such stock appreciation right which is settled in cash,
shall again be available for the purpose of the Plan. The surrender of any
Options (and the surrender of any related stock appreciation rights granted
under paragraph 16) in connection with the receipt of stock appreciation rights
as provided in paragraph 16 shall, as to such Options, have the same effect
under this paragraph 4 as the cancellation or termination of such Options
without having been exercised. If any stock appreciation rights are granted
under the Plan (including any grant in connection with the surrender of
outstanding Options), as provided in paragraph 16, and shares of Common Stock
may be issuable in connection with such stock appreciation rights, then the
grant of such stock appreciation rights shall be deemed to have the same effect
under this paragraph 4 as the grant of Options; provided, however, if any such
stock appreciation rights shall be canceled, expire or terminate without having
been exercised in full, or to the extent a stock appreciation right is settled
in cash, the shares of Common Stock allocable to the unexercised, canceled,
forfeited portion of such stock appreciation right, or portion of such stock
appreciation right which is settled in cash, shall again be available for the
purpose of the Plan. If the exercise price of any Option granted under the Plan
is satisfied by tendering shares of Common Stock to the Company (by either
actual delivery or by attestation), only the number of shares of Common Stock
issued net of the shares of Common Stock tendered shall be deemed delivered for
purposes of determining the maximum number of shares of Common Stock available
for delivery under the Plan. If any Participant satisfies the Company's
withholding tax requirements upon the exercise of an Option by properly electing
to have the Company withhold shares of Common Stock, then the shares of

<PAGE>



Common Stock so withheld shall again be available for the purpose of the Plan,
except that such shares shall not be available for the granting of Incentive
Stock Options. After the effective date of the Plan, if any event occurs as a
result of which shares of Common Stock subject to Prior Plan Awards would again
become available for the purpose of the relevant Prior Plan if the Prior Plan
were still in effect and the Company could grant awards under the Prior Plan,
then such shares shall be available for the purpose of the Plan rather than such
Prior Plan (subject to any applicable limitation on the use of such shares for
the granting of Incentive Stock Options) and thereby increase the shares
available under the Plan as determined under the first sentence of this
paragraph.

    5. ADMINISTRATION.

    (a)The Plan shall be administered by the Compensation Committee (the
       "Committee") consisting of not less than three members of the Board of
       Directors appointed from time to time by the Board of Directors. No
       member of the Committee shall be, nor at any time during the preceding
       one-year period have been, eligible to receive stock, stock options or
       stock appreciation rights of the Company or of its subsidiaries pursuant
       to the Plan or any other plan of the Company or its subsidiaries, other
       than a plan for directors of the Company who are not officers or
       employees of the Company which provides for automatic grants without
       exercise of discretion by any member of the Board of Directors, or by any
       officer or employee of the Company.

    (b)Subject to the express provisions of the Plan, the Committee shall have
       authority to establish such rules and regulations as it deems necessary
       or advisable for the proper administration of the Plan, and in its
       discretion, to determine the individuals (the "Participants") to whom,
       and the time or times at which, Options and stock appreciation rights
       shall be granted, the type of Options, the periods of Options or stock
       appreciation rights, limitations on exercise of Options or stock
       appreciation rights, and the number of shares to be subject to each
       Option or award of stock appreciation rights. In making such
       determinations, the Committee may take into account the nature of the
       services rendered by the respective employees, their present and
       potential contributions to the success of the Company or its
       subsidiaries, and such other factors as the Committee, in its discretion,
       shall deem relevant.

    (c)Subject to the express provisions of the Plan, the Committee shall also
       have complete authority to interpret the Plan, to prescribe, amend, and
       rescind rules and regulations relating to it, to determine the terms and
       provisions of the respective Option Agreements (which need not be
       identical) and to make all other determinations necessary or advisable
       for the administration of the Plan. The Committee's determinations on the
       matters referred to in this paragraph 5 shall be conclusive and binding
       upon all parties.

    (d)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.

    (e)A majority of the Committee shall constitute a quorum, and the acts of a
       majority of the members present at any meeting at which a quorum is
       present, or acts approved in writing by a majority of the Committee
       without a meeting, shall be the acts of the Committee.

    6. ELIGIBILITY. Options and stock appreciation rights may be granted to
officers and other key employees of the Company and of any of its present and
future subsidiaries. The maximum number of shares of Common Stock covered by
Options which may be granted to any Participant within any two consecutive
calendar year periods shall not exceed 500,000 shares in the aggregate. No
Option or stock appreciation right shall be granted to any person who owns,
directly or indirectly, shares of stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company. A director of the
Company or of a subsidiary who is not also an employee of the Company or of a
subsidiary will not be eligible to receive any Option or stock appreciation
right hereunder.

    7. RIGHTS OF EMPLOYEES. Nothing in this Plan or in any Option or stock
appreciation right shall interfere with or limit in any way the right of the
Company and any of its subsidiaries to terminate any Participant's or employee's
employment at any time, nor confer upon any Participant or employee any right to
continue in the employ of the Company and its subsidiaries. No employee shall
have any right to be granted an award under this Plan, even if an


<PAGE>


award was granted to such employee at any prior time, or if a similarly-situated
employee is or was granted an award under similar circumstances.

    8. OPTION AGREEMENTS. All Options and stock appreciation rights granted
under the Plan shall be evidenced by written agreements (an "Option Agreement")
in such form or forms as the Committee shall determine.

    9. OPTION PRICE. The per share Option price for Options and the per share
grant price for stock appreciation rights granted under paragraph 16, as
determined by the Committee, shall be an amount not less than 100% of the fair
market value of the stock on the date such Options or stock appreciation rights
are granted (or, if the Committee so determines, in the case of any stock
appreciation right granted under paragraph 16 upon the surrender of any
outstanding Option, on the date of grant of such Option). The fair market value
of a share of stock on any date shall be the average of the highest and lowest
market prices of sales of the Common Stock on that date, or on the next
preceding trading day if such date was not a trading day as reported on the New
York Stock Exchange or as otherwise determined by the Committee.

    10. OPTION PERIOD. The term of each Option and stock appreciation right
shall be as determined by the Committee but in no event shall the term of an
Option or stock appreciation right exceed a period of ten (10) years from the
date of its grant. Each Option and stock appreciation right granted hereunder
may granted at any time on or after the effective date of the Plan, and prior to
its termination, provided that no Option or stock appreciation right may be
granted later than ten years after the date this Plan is adopted. The Committee
shall determine whether any Option or stock appreciation right shall become
exercisable in cumulative or non-cumulative installments or in full at any time.
An exercisable Stock Option or stock appreciation right, or portion thereof, may
be exercised in whole or in part only with respect to whole shares of Common
Stock.

    11. MAXIMUM VALUE OF INCENTIVE STOCK OPTIONS. The aggregate fair market
value (as defined in paragraph 9) of the Common Stock for which any Incentive
Stock Options are exercisable for the first time by a Participant during any
calendar year under the Plan or any other plan of the Company or any subsidiary
shall not exceed $100,000. To the extent the fair market value of the shares of
Common Stock attributable to Incentive Stock Options first exercisable in any
calendar year exceeds $100,000, the excess portion of the Incentive Stock
Options shall be treated as nonqualified options.

    12. TRANSFERABILITY OF OPTION OR STOCK APPRECIATION RIGHT. No Option or
stock appreciation right granted hereunder shall be transferable other than
options specifically designated by the Compensation Committee as such and
meeting the following requirements of transfer:

    (a) by will or by the laws of descent and distribution; or

    (b) in the case of a nonqualified option:

        (i) pursuant to a "Qualified Domestic Relations Order" as defined in
        Section 414(p) of the Internal Revenue Code; or

        (ii) to (A) his or her spouse, children or grandchildren ("Immediate
        Family Members"), (B) a partnership in which the only partners are the
        Participant's Immediate Family Members, or (C) a trust or trusts
        established solely for the benefit of one or more of the Participant's
        Immediate Family Members (collectively, the Permitted Transferees),
        provided that there may be no consideration for any such transfer by a
        Participant.

        Following transfer (if applicable), such Options and stock appreciation
rights shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, provided that such Options and stock
appreciation rights may be exercised during the life of the Participant only by
the Participant or, if applicable, by the alternate payee designated under a
Qualified Domestic Relations Order or the Participant's Permitted Transferees.



<PAGE>


    13. EXERCISE OF OPTION; DEFERRAL OF SHARES.

    (a) The Committee shall prescribe the manner in which a Participant may
        exercise an Option which is not inconsistent with the provisions of this
        Plan. However, no Option shall be exercisable, in whole or in part, for
        a period of at least six months commencing on the date of grant, except
        as provided in paragraph 20 in the event of a Change in Control. An
        Option may be exercised, subject to limitations on its exercise
        contained in the Option Agreement and in this Plan, in full, at any
        time, or in part, from time to time, only by (A) written notice of
        intent to exercise the Option with respect to a specified number of
        shares, and (B) by payment in full to the Company at the time of
        exercise of the Option, of the option price of the shares being
        purchased. Payment of the Option price may be made (i) in cash, (ii) if
        permitted by the applicable Option Agreement, by tendering of shares of
        Common Stock equivalent in fair market value (as defined in paragraph
        9), or (iii) if permitted by the applicable Option Agreement, partly in
        cash and partly in shares of Common Stock. Common Stock may be tendered
        either by actual delivery of shares of Common Stock or by attestation.

    (b) The Committee may provide one or more means to enable Participants and
        the Company to defer delivery of shares of Common Stock deliverable upon
        exercise of an Option, on such terms and conditions as the Committee may
        determine, including by way of example the manner and timing of making a
        deferral election, the treatment of dividends paid on shares of Common
        Stock during the deferral period and the permitted distribution dates or
        events. No such deferral means may result in any increase in the number
        of shares of Common Stock issuable hereunder other than as contemplated
        by paragraph 4 or paragraph 17 hereof.

    14. WITHHOLDING. If permitted by the applicable Option Agreement, a
Participant may be permitted to satisfy the Company's withholding tax
requirements by electing (i) to have the Company withhold shares of Common Stock
of the Company, or (ii) to deliver to the Company shares of Common Stock of the
Company having a fair market value on the date income is recognized on the
exercise of a nonqualified option equal to the minimum amount required to be
withheld. The election shall be made in writing and according to such rules and
in such form as the Committee shall determine.

    Notwithstanding the foregoing, the election and satisfaction of any
withholding requirement through the withholding of Common Stock or the tender of
shares of Company Stock may be made only at such times as are permitted, without
incurring liabilities, by Rule 16b-3 of the Securities Exchange Act of 1934, as
amended, or such other securities laws, rules or regulations as may be
applicable.

    15. TERMINATION OF EMPLOYMENT.

    (a) In the event a Participant's employment with the Company or any of its
        subsidiaries shall be terminated for any reason, except early or normal
        retirement, death or total and permanent disability, all rights to
        exercise an Option or stock appreciation right shall terminate
        immediately.

    (b) If the Participant should die while employed by the Company or any
        subsidiary prior to the expiration of the term of the Option or stock
        appreciation right, the Option or stock appreciation right shall be
        exercisable immediately to the extent it would have been exercisable had
        the Participant remained employed for twelve months after the date of
        death and may be exercised by the person to whom it is transferred by
        will or by the applicable laws of descent and distribution by giving
        notice as provided in paragraph 13, at any time within twelve months
        after the date of death unless such Option or stock appreciation right
        expires earlier under the terms of the Option Agreement. For purposes of
        this paragraph, the six-month limitation imposed pursuant to paragraph
        13 shall not be applicable.

    (c) In the event of termination of employment with the Company due to early
        or normal retirement, or due to total and permanent disability, prior to
        the expiration of the term of an Option or stock appreciation right, the
        Option or stock appreciation right shall be exercisable in full without
        regard to any vesting requirement and may be exercised by the
        Participant at any time within thirty-six months (except Incentive Stock
        Options which may be exercised within three months) after the date of
        such early or normal retirement or total and permanent disability, as
        the case may be, unless such Option or stock appreciation right expires
        earlier under



<PAGE>


        the terms of the Option Agreement. Provided, however, that for certain
        participants who are officers of the Company or who are selected by the
        Compensation Committee of the Board, nonqualified stock options may be
        exercised by the Participant for ten (10) years after the date of such
        early or normal retirement, or for five (5) years after the date of such
        total and permanent disability, as the case may be, in the event of
        termination of employment with the Company due to early or normal
        retirement, or due to total and permanent disability, prior to the
        expiration of the term of the Option or stock appreciation right, unless
        such Option or stock appreciation right expires earlier under the terms
        of the Option Agreement. For purposes hereof, a Participant's employment
        shall be deemed to have terminated due to (a) early or normal retirement
        if such Participant is then eligible to receive immediate early or
        normal retirement benefits under the provisions of any of the Company's
        or its subsidiaries defined benefit pension plans; or, in the absence of
        a defined benefit plan, provided such Participant retires with ten years
        of service and is at least 55 years old and (b) total and permanent
        disability if he is permanently disabled within the meaning of Section
        22(e)(3) of the Internal Revenue Code, as in effect from time to time.

        For purposes of this Plan: (a) a transfer of an employee from the
        Company to a 50% or more owned subsidiary, partnership, joint venture or
        other affiliate (whether or not incorporated) or vice versa, or from one
        subsidiary, partnership, joint venture or other affiliate to another or
        (b) a leave of absence duly authorized in writing by the Company,
        provided the employee's right to re-employment is guaranteed either by
        statute or by contract, shall not be deemed a termination of employment
        under the Plan, notwithstanding the foregoing, from and after a Change
        of Control, as defined in paragraph 20, Options and stock appreciation
        rights shall continue to be exercisable for three months after a
        Participant's termination of employment.

    16. STOCK APPRECIATION RIGHTS. Stock appreciation rights may be granted
separate from any Option granted under the Plan to any Participant. Such stock
appreciation rights may be exercised by a Participant by written notice of
intent to exercise the stock appreciation rights delivered to the Committee,
which notice shall state the number of shares of stock in respect of which the
stock appreciation rights are being exercised. Upon such exercise, the
Participant shall be entitled to receive the economic value of such stock
appreciation rights determined in the manner described in subparagraph (b) of
this paragraph 16 and in the form prescribed in subparagraph (c) of this
paragraph 16.

    Stock appreciation rights shall be subject to terms and conditions not
inconsistent with other provisions of the Plan as shall be determined by the
Committee, which shall include the following:

    (a) Stock appreciation rights granted in connection with the surrender of an
        Option shall be exercisable or transferable at such time or times and
        only to the extent that the Option to which they related was exercisable
        or transferable. The Committee shall have complete authority to
        determine the terms and conditions applicable to other stock
        appreciation rights, including the periods applicable to such rights,
        limitations on exercise and the number of shares of stock in respect to
        which such stock appreciation rights are exercisable.

    (b) Upon the exercise of stock appreciation rights, a Participant shall be
        entitled to receive the economic value thereof, which value shall be
        equal to the excess of the fair market value of one share of Common
        Stock on the date of exercise over the grant price per share, multiplied
        by the number of shares in respect of which the stock appreciation
        rights shall have been exercised. Stock appreciation rights which have
        been so exercised shall no longer be exercisable in respect of such
        number of shares.

    (c) The Committee shall have the sole discretion either (i) to determine the
        form in which payment of such economic value will be made (i.e., cash,
        stock, or any combination thereof) or (ii) to consent to or disapprove
        the election of the Participant to receive cash in full or partial
        payment of such economic value.

    (d) The exercise of stock appreciation rights by a Participant pursuant to
        the Plan may be made only at such times as are permitted by Rule 16b-3
        of the Securities Exchange Act of 1934, without liabilities, or such
        other securities laws or rules as may be applicable.


<PAGE>

    (e) Stock appreciation rights shall be exercisable only when the fair market
        value of the Common Stock to which the stock appreciation rights relate
        exceeds the grant price of such stock appreciation rights.

    17. ADJUSTMENT PROVISIONS. In the event of any change in the shares of the
Common Stock of the Company by reason of a declaration of a stock dividend
(other than a stock dividend declared in lieu of an ordinary cash dividend),
spin-off, merger, consolidation recapitalization, or split-up, combination or
exchange of shares, or otherwise, the aggregate number and class of shares
available under this Plan, the number and class of shares subject to each
outstanding Option and stock appreciation right, the option price for shares
subject to each outstanding Option, and the option price or grant price and
economic value of any stock appreciation rights shall be appropriately adjusted
by the Committee, whose determination shall be conclusive.

    18. TERMINATION AND AMENDMENT OF PLAN. The Plan shall terminate on December
31, 2009, unless sooner terminated as hereinafter provided. The Board of
Directors may at any time terminate the Plan, or amend the Plan as it shall deem
advisable including (without limiting the generality of the foregoing) any
amendments deemed by the Board of Directors to be necessary or advisable to
assure conformity of the Plan and any Incentive Stock Options granted thereunder
to the requirements of Section 422 of the Internal Revenue Code as now or
hereafter in effect and to assure conformity with any requirements of other
state and federal laws or regulations now or hereafter in effect; provided,
however, that the Board of Directors may not, without further approval by the
shareholders of the Company, amend paragraph 24 or make any modifications to the
Plan which, by applicable law, require such approval. No termination or
amendment of the Plan may, without the consent of the Participant to whom any
Option or stock appreciation rights shall have been granted, adversely affect
the rights of such Participant under such Option or stock appreciation rights.
The Board of Directors may also, in its discretion, permit any Option or stock
appreciation right to be exercised prior to the earliest date fixed for exercise
thereof under the Option Agreement. Notwithstanding the foregoing, the Board
specifically reserves the right to amend the provisions of Sections 20 and 21
prior to the effective date of a Change of Control without the need to obtain
the consent of the Participants or any other individual with a right to an award
granted hereunder.

    19. RIGHTS OF A SHAREHOLDER. A Participant shall have no rights as a
shareholder with respect to shares covered by his or her Option until the date
of issuance of the stock certificate to the participant and only after such
shares are fully paid or with respect to stock appreciation rights. No
adjustment will be made for dividends or other rights for which the record date
is prior to the date such stock is issued.

    20. CHANGE OF CONTROL. Notwithstanding the foregoing, upon Change of
Control, all previously granted Options and stock appreciation rights shall
immediately become exercisable to the full extent of the original grant. For
purposes of this Plan, a "Change of Control" means any of the following events:
(i) the acquisition, other than from the Company, by any individual, entity or
group (within the meaning of Section 13(d) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended from time to time) (the "Exchange Act") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (A) the then outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (B) 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 of 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 (ii) individuals who, as of September 28, 1994,
constitute the Board of Directors of the Company (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 September 28, 1994, 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

<PAGE>



such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act); or (iii) approval by the shareholders of the Company of
consummation of a reorganization, merger or consolidation (a "Business
Combination"), in each case, with respect to which all or substantially all of
the 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 corporations resulting from such Business
Combination in substantially the same proportion as their ownership immediately
prior to such Business Combination or the Outstanding Company Common Stock and
Company Voting Securities, as the case may be; or (iv) (A) a complete
liquidation or dissolution of the company or a (B) 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.

    21. LSARS. Notwithstanding the foregoing, during the sixty-day period from
and after a Change in Control of the Company, each optionee shall have the right
(the "LSAR") with respect to any Option, in lieu of the payment of the full
Option price for the shares of Common Stock ("Shares") subject to such Option,
to elect (within such sixty-day period) to surrender all or a part of the Option
to the Company and to receive in lieu thereof cash in the amount by which the
fair market value per Share on the date of such election shall exceed the option
price per Share under the Option multiplied by the number of Shares granted
under the Option as to which a LSAR granted hereunder shall have been exercised.
As used in this paragraph 21, the fair market value of a Share on the date of
exercise shall mean with respect to an election by an optionee to receive cash
in respect of a Stock Option, the higher of (x) the highest reported sales
price, regular way, of a Share on the Composite Tape for New York Stock Exchange
Listed Stocks (the "Composite Tape") during the sixty-day period prior to the
date of the Change in Control of the Company and (y) if the Change in Control of
the Company is the result of a transaction or a series of transactions described
in paragraphs (i) or (ii) of the definition of Change in Control of the Company
set forth in paragraph 20, the highest price per Share paid in such transaction
or series of transactions.

    22. GOVERNING LAW AND ARBITRATION. The Plan, and all awards hereunder, and
all determinations made and actions taken pursuant to the Plan, shall be
governed by the internal laws of the State of Wisconsin (without reference to
conflict of law principles thereof) and construed in accordance therewith, to
the extent not otherwise governed by the laws of the United States or as
otherwise provided hereinafter. Notwithstanding anything to the contrary herein,
if any individual brings a claim that relates to benefits under this Plan,
regardless of the basis of the claim (including but not limited to wrongful
discharge or Title VII discrimination), such claim shall be settled by final
binding arbitration in accordance with the rules of the American Arbitration
Association ("AAA") and the following provisions, and judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.

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

<PAGE>



                                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.

    (b) Compliance with Personnel Policies. Before proceeding to arbitration on
        a complaint, the claimant 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.

    (c) 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
        the award or 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.

    (d) 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 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.

    (e) 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.

    (f) 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.

    23. UNFUNDED PLAN. This Plan shall be unfunded. No person shall have any
rights greater than those of a general creditor of the Company.

    24. REPRICING. Except for adjustments pursuant to paragraph 17, neither the
per share Option price for any outstanding Option granted under the Plan nor the
per share grant price for stock appreciation rights granted under the Plan may
be decreased after the date of grant nor may an outstanding Option or stock
appreciation right granted under the Plan or a Prior Plan be surrendered to the
Company as consideration for the grant of a new Option or stock appreciation
right with a lower exercise or grant price.

    25. TERMINATION FOR CAUSE OR INIMICAL CONDUCT. Notwithstanding any
provisions of the Plan or an award agreement to the contrary, a Participant's
Option or stock appreciation right shall be immediately cancelled and forfeited,
regardless of vesting, and any pending exercises shall be cancelled, on the date
that: (a) the Company or subsidiary terminates the Participant's employment for
Cause, (b) the date that the Committee determines that the


<PAGE>


Participant's employment could have been terminated for Cause if the Company or
subsidiary had all relevant facts in its possession as of the date of the
Participant's termination, or (c) the Committee determines the Participant has
engaged in Inimical Conduct. The Committee may suspend all exercises or delivery
of cash or shares (without liability for interest thereon) pending its
determination of whether the Participant has been or should have been terminated
for Cause or has engaged in Inimical Conduct. For purposes hereof:

    (a) "Cause" means: (1) if the Participant is subject to an employment
        agreement that contains a definition of "cause," such definition, or (2)
        otherwise, any of the following as determined by the Committee: (a)
        violation of the provisions of any employment agreement, non-competition
        agreement, confidentiality agreement, or similar agreement with the
        Company or subsidiary, or the Company's or subsidiary's code of ethics,
        as then in effect, (b) conduct rising to the level of gross negligence
        or willful misconduct in the course of employment with the Company or
        subsidiary, (c) commission of an act of dishonesty or disloyalty
        involving the Company or subsidiary, (d) violation of any federal, state
        or local law in connection with the Participant's employment, or (e)
        breach of any fiduciary duty to the Company or a subsidiary.

    (b) "Inimical Conduct" means any act or omission that is inimical to the
        best of interests of the Company or any subsidiary, as determined by the
        Committee in its sole discretion, including but not limited to: (1)
        violation of any employment, noncompete, confidentiality or other
        agreement in effect with the Company or any subsidiary, (2) taking any
        steps or doing anything which would damage or negatively reflect on the
        reputation of the Company or a subsidiary, or (3) failure to comply with
        applicable laws relating to trade secrets, confidential information or
        unfair competition.

    26. OFFSET. The Company shall have the right to offset, from any amount
payable or stock deliverable hereunder, any amount that the Participant owes to
the Company or any subsidiary without the consent of the Participant or any
individual with a right to the Participant's award.

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





<PAGE>



                         FEDERAL INCOME TAX CONSEQUENCES

The Federal income tax consequences described in this section are based on laws
and regulations in effect on the date of this proxy statement and future changes
in those laws and regulations may affect the tax consequences described below.
No discussion of state income tax treatment has been included.

INCENTIVE STOCK OPTIONS

Options granted under the Plan which constitute ISOs will, in general, be
subject to the following Federal income tax treatment:

    -   The grant of an ISO does not give rise to any income tax consequences to
        either the Company or the Participant.

    -   No deduction is allowed to the Company on a Participant's exercise of an
        ISO.

    -   Participant's exercise of an ISO does not result in ordinary income to
        the Participant for regular tax purposes, but may result in the
        imposition of or an increase in alternative minimum tax. If shares
        acquired upon exercise of an ISO are not disposed of within the same
        taxable year of the ISO exercise, the excess of the fair market value of
        the shares at the time the ISO is exercised over the option price is
        included in the Participant's computation of alternative minimum taxable
        income in the year of exercise.

    -   If shares acquired upon the exercise of an ISO are disposed of within
        two years of the date of the option grant, or within one year of the
        date of the option exercise, the Participant recognizes ordinary taxable
        income at the time of the disposition to the extent that the fair market
        value of the shares at the time of exercise exceeds the option price,
        but not in an amount greater than the excess, if any, of the amount
        realized on the disposition over the option price. Capital gain
        (long-term or short-term depending upon the holding period) is
        recognized by the Participant at the time of such a disposition to the
        extent that the amount of proceeds from the sale exceeds the fair market
        value at the time of the exercise of the ISO. Capital loss (long-term or
        short-term depending upon the holding period) is recognized by the
        Participant at the time of such a disposition to the extent that the
        fair market value at the time of the exercise of the ISO exceeds the
        amount of proceeds from the sale. The Company is entitled to a deduction
        in the taxable year in which the disposition is made in an amount equal
        to the amount of ordinary income recognized by the Participant.

    -   If shares acquired upon the exercise of an ISO are disposed of after the
        later of two years from the date of the option grant or one year from
        the date of the option exercise in a taxable transaction, the
        Participant recognizes long-term capital gain or loss at the time of the
        disposition in an amount equal to the difference between the amount
        realized by the Participant on the disposition and the Participant's
        basis in the shares. The Company will not be entitled to any income tax
        deduction with respect to the ISO.

NONQUALIFIED STOCK OPTIONS

Options granted under the Plan which do not qualify as ISOs will, in general, be
subject to the following Federal income tax treatment:

    -   The grant of a nonqualified option does not give rise to any income tax
        consequences to either the Company or the Participant.

    -   The exercise of a nonqualified option generally results in ordinary
        taxable income to the Participant in the amount equal to the excess of
        the fair market value of the shares at the time of exercise over the
        option price. A deduction from taxable income is allowed to the Company
        in an amount equal to the amount of ordinary income recognized by the
        Participant.


<PAGE>

    -   Upon a subsequent taxable disposition of shares, a Participant
        recognizes short-term or long-term capital gain (or loss) depending on
        the holding period, equal to the difference between the amount received
        and the tax basis of the shares, usually the fair market value at the
        time of exercise.

STOCK APPRECIATION RIGHTS

Any SAR and LSAR granted under the Plan, will in general, be subject to the
following Federal income tax treatment:

    -   The grant of a SAR or LSAR does not give rise to any income tax
        consequences to either the Company or the Participant.

    -   Upon the exercise of a SAR or LSAR, the Participant recognizes ordinary
        income equal to the amount of any cash plus the fair market value of any
        shares of Common Stock received. The Company is generally allowed a
        deduction in an amount equal to the income recognized by the
        Participant.

INTERNAL REVENUE CODE SECTIONS 162(M) AND 280G

Section 162(m) of the Internal Revenue Code limits the Company's income tax
deduction for compensation paid in any taxable year to certain executive
officers to $1,000,000 per individual. Amounts in excess of $1,000,000 are not
deductible unless one of several exceptions apply. The Committee intends to
grant awards under the Plan that are designated, in most cases, to qualify for
one such exception, the performance-based compensation exception. Grants of
Options and SARs can be structured so as to qualify for this exception. The
Company does not anticipate that Section 162(m) will have a material impact on
its ability to deduct compensation payable under the Plan. Section 280G of the
Internal Revenue Code limits the Company's income tax deduction in the event
there is a change in control of the Company. Accordingly, all or some of the
amount which would otherwise be deductible may not be deductible with respect to
those Options, SARs and LSARs that become immediately exercisable in the event
of a change in control of the Company.