Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2008, the Board of Directors of Johnson Controls, Inc. (the "Company") accepted notices of retirement from Mr. John M. Barth and Mr. Richard F. Teerlink. Both retirements will be effective December 31, 2008.

Mr. Barth retired as the Company's Chairman and Chief Executive Officer in 2007 and declined to stand for reelection at the conclusion of his term on December 31, 2008. Mr. Teerlink's retirement is in accordance with the Company's mandatory Director Retirement Policy detailed in the Company's Corporate Governance Guidelines.

The Board of Directors has not at this time taken formal action to nominate candidates to serve as directors after Messrs. Barth's and Teerlink's retirements, but the Corporate Governance Committee is in the process of identifying and qualifying appropriate candidates. Because that process is not complete, the Board also took action at the November 19, 2008 meeting to reduce the size of the Board from 12 to 10 members effective upon these retirements. The Company expects this to be a temporary change.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors of Johnson Controls, Inc. (the "Company") took action at the November 19, 2008 meeting to amend Article III, Section 1 of the By-Laws of the Company to provide for a range of no less than nine (9) nor more than thirteen (13) members of the Board of Directors, divided into three classes, to consist of three to four members each, depending on the size of the Board of Directors. This change becomes effective upon the retirement of Messrs. Barth and Teerlink on December 31, 2008.

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