Pension-Benefits Committee Charter

JOHNSON CONTROLS, INC.
BOARD OF DIRECTORS

PENSION & BENEFITS COMMITTEE

CHARTER

Mission

The Pension & Benefits Committee (“Committee”) will assist the Board of Directors in fulfilling its oversight responsibilities related to all company-sponsored savings or retirement plans (“Plans”). The Committee will review the financial administration of all Plans, advise on the proper management of Plan assets and liabilities, and assist management in monitoring compliance with laws and regulations governing the management of Plan assets. In performing its duties, the Committee will maintain effective working relationships with the Board of Directors, management, and external administrators, money managers and actuaries.

Organization

The Committee will consist of at least three independent directors. An independent director should be free of any relationship that could influence her/his judgment as a Committee member. Each member shall posses an understanding of the responsibilities of Committee membership including the Plans’ operations and risks. The Chairman of the Board of Directors shall designate one of the Committee members as Chairperson.

Meetings

The Committee will meet five times per year, in conjunction with the January, March, July, September and November Board meetings.

Duties

Review the accounting assumptions, valuations, and liabilities of the U.S. and non-U.S. defined benefit plans at least annually.
Approve long-term investment goals and asset allocation of U.S. defined benefit plan assets.
Approve the policies governing the management of the Plans’ assets.
Review with investment advisor(s) the appropriateness of U.S. defined benefit plan investment strategy and the inclusion of various asset classes.
Monitor the performance of all Plan assets. Meet with Plan investment managers on a periodic basis to review performance investment goals. Select and replace Plan investment managers or manager of manager as appropriate.
Acknowledge the adoption of new Plan trust agreements and master trust arrangements.
Oversee Plan compliance with the provisions of the Sarbanes-Oxley Act of 2002.

Refer to the policies listed below, which further describe the responsibilities specified in this charter:

U.S. Defined Benefit Plans
U.S. Savings & Investment 401(k) Plans
Non-U.S. Savings or Retirement Plans

Effective July 2005