2003 Other Charter: JCI

JOHNSON CONTROLS, INC.
BOARD OF DIRECTORS

QUALIFIED LEGAL COMPLIANCE COMMITTEE

CHARTER

Authority/Responsibility

The Committee shall have the authority and responsibility to do the following:

Inform the issuer's CLO and CEO of any report of evidence of a material violation.

Determine whether an investigation is necessary regarding any report of evidence of a material violation by the issuer, its officers, directors, employees or agents and, if it determines an investigation is necessary or appropriate, to:

Notify the audit committee or the full board of directors;

Initiate an investigation, which may be conducted either by the CLO or by outside attorneys; and

Retain such additional expert personnel as the committee deems necessary; and

At the conclusion of any such investigation, to:

Recommend, by majority vote, that the issuer implement an appropriate response to evidence of a material violation; and

Inform the CLO, CEO, and the board of directors of the results of any such investigation under this section and the appropriate remedial measures to be adopted.

Acting by majority vote, to take all other appropriate action, including the authority to notify the Commission in the event that the issuer fails in any material respect to implement its recommendations.

Procedures

Notify the public and employees of the availability of the QLCC for reporting on the Corporation's website and Hotline.

Assure QLCC reports are segregated and confidentially reported directly to the Chair of the Audit Committee.

Assure that the report is entered into a log of such reports and all records are maintained until the matter is resolved by the QLCC.


Effective July 2003