0000950137-09-001846 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • March 13th, 2009 • Johnson Controls Inc • Public bldg & related furniture • New York

The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule II to the Underwriting Agreement (the “Underwriters”), of $350,000,000 principal amount of 6.50% Convertible Senior Notes due 2012 and up to an additional $52,500,000 principal amount solely to cover over-allotments (together, the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

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