exv10wxoy






Exhibit 10(o)




ILLINOIS TOOL WORKS INC.

EXECUTIVE CONTRIBUTORY RETIREMENT INCOME PLAN




As Amended and Restated Effective January 1, 2008




     Illinois Tool Works Inc. hereby amends and restates, effective as of January 1, 2008, the
Illinois Tool Works Inc. Executive Contributory Retirement Income Plan, originally established
April 1, 1993. The Company intends for the Plan to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, and the applicable regulations (“Section 409A”); to operate the
Plan in good faith compliance with Section 409A during the Section 409A transition period; and to
satisfy the applicable grandfather rules so that each Participant’s Pre-1/1/2005 Sub-Account will
not be subject to Section 409A.



ARTICLE I.

DEFINITIONS




     1.1 “Account” means the account(s) maintained on the books of the Company for each
Participant or Beneficiary pursuant to Article II. Except as otherwise indicated, any reference in
the Plan to a Participant’s or Beneficiary’s Account shall be deemed to refer to the aggregate of
his/her Pre-1/1/2005 and Post-1/1/2005 Sub-Accounts, as such terms are defined in Article II.



     1.2 “Basic Compensation” means any pay that could be deferred as “Compensation” under
the ITW Savings and Investment Plan (without regard to the Code Section 415 and Code Section
401(a)(17) limits), except for pay otherwise defined as Incentive under this Plan.



     1.3 “Beneficiary” means the person or persons so designated by a Participant pursuant to Section 3.6.



     1.4 “Board” means the Board of Directors of the Company.



     1.5 “CEO” means the Chief Executive Officer of the Company.



     1.6 “Code” means the Internal Revenue Code of 1986, as amended.



     1.7 “Committee” means the Employee Benefits Steering Committee of the Company.



     1.8 “Company” means Illinois Tool Works Inc., a Delaware corporation, and any
successor thereto, and any corporation or other entity that together with Illinois Tool Works Inc.
is a member of a controlled group of corporations under Code Section 414(b) or a group of trades or
businesses under common control pursuant to Code Section 414(c).



     1.9 “Company Basic Contribution” means the contribution made by the Company to a
Participant’s Post-1/1/2005 Sub-Account pursuant to Section 2.5.



     1.10 “Company Matching Contribution” means the contribution made by the Company to a
Participant’s Post-1/1/2005 Sub-Account pursuant to Section 2.4.



     1.11 “Corporate Change” shall mean either a “Change in Ownership,” “Change in
Effective Control” or a “Change of Ownership of a Substantial Portion of Assets” as defined in
Section 409A and summarized herein. A “Change in Ownership” occurs on the date that any one
person, or more than one person acting as a group (as defined in Section 409A), acquires ownership
of stock of the Company that, together with stock held by such person or group, constitutes more
than 50% of the total fair market value or total voting power of the stock of the Company. A
“Change in Effective Control” occurs on the date that either (i) any one person, or more than one
person acting as a group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) ownership of stock of the Company
possessing 35% or more of the total voting power of the stock of the Company; or (ii) a majority of
members of the Board is replaced during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of the Board prior to the date of the
appointment or election. A “Change of Ownership of a Substantial Portion of Assets” occurs on the
date that any one person, or more than one person acting as a group, acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by such person or
persons) assets from the Company that have a total gross fair market value equal to or more than
40% of the total gross fair market value of all of the assets of the Company immediately prior to
such acquisition or acquisitions.



 









 





     1.12 “Deferral Year” means any calendar year.



     1.13 “Determination Date” means the date on which the amount of a Participant’s or
Beneficiary’s Account is determined as provided in Article II which, effective July 1, 2005, shall
be each business day.



     1.14 “Disability” means the Participant’s Separation from Service because he/she (i)
is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under a Company-sponsored accident and health
plan. Notwithstanding the foregoing, with respect to a Participant’s Pre-1/1/2005 Sub-Account,
“Disability” shall have the same meaning as “Disabled” under the ITW Retirement Accumulation Plan
as in effect on October 3, 2004.



     1.15 “Early Retirement Date” means the date of a Participant’s Separation from Service
on or after attaining age 55 and 10 or more years of service before attaining age 65.



     1.16 “Eligible Executive” means any Company executive designated as eligible for Plan
participation by the CEO. The CEO or the Board can subsequently determine that an executive is not
an Eligible Executive. Such determination shall only apply on a prospective basis (i.e., with
respect to future deferrals) and any Basic Compensation or Incentive previously deferred by such
executive shall be paid in accordance with the terms of the Plan. Notwithstanding the foregoing,
an Eligible Executive shall only be considered such if he/she is part of a “select group of
management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”).



     1.17 “Incentive” means any performance-based bonus or other amount(s) earned during a
calendar year by the Participant under any incentive plan sponsored by the Company.



     1.18 “Interest Yield” means either the Retirement Interest Yield or the Termination
Interest Yield as defined below:




	 	(a)	 	“Retirement Interest Yield” means 130 percent of
Moody’s. The maximum Retirement Interest Yield pursuant to this Plan shall be
15.6%.
	 
	 	(b)	 	“Termination Interest Yield” means 100 percent of
Moody’s. The maximum Termination Interest Yield pursuant to this Plan shall
be 12%.




“Moody’s” means the average of the monthly Moody’s Long-Term Corporate Bond Yields for the
preceding calendar quarter as determined from the Moody’s Bond Record published by Moody’s
Investor’s Service, Inc. (or any successor thereto).




     1.19 “Normal Retirement Date” means the date of a Participant’s Separation from
Service on or after attaining age 65 and 5 or more years of service.



     1.20 “Participant” means an Eligible Executive who has commenced Basic Compensation
and/or Incentive deferrals pursuant to Article II and any other individual (other than a
Beneficiary) who has an Account.



     1.21 “Plan” means the Illinois Tool Works Inc. Executive Contributory Retirement
Income Plan as amended from time to time.



     1.22 “Retirement Benefit” means the payment of the Participant’s or Beneficiary’s
Account pursuant to Sections 3.1 and 3.2.



     1.23 “Separation from Service” means the Participant’s cessation of services with the
Company for any reason.



     1.24 “Unforeseeable Emergency” means a severe financial hardship to a Participant
resulting from an illness or accident of the Participant, or the Participant’s spouse, Beneficiary,
or dependent (as defined in Code Section 152 without regard to Code Sections 152(b)(1), (b)(2), and
(d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a
home following damage to a home not otherwise covered by insurance, for example, not as a result of
a natural disaster) or other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant.



 









 





     1.25 “Vesting Service” has the meaning set forth in the ITW Savings and Investment
Plan.



ARTICLE II.

DEFERRAL ELECTIONS AND COMPANY MATCH




     2.1 Deferral Elections.




	 	(a)	 	General. In order to participate in the Plan, an
Eligible Executive must submit (according to the method prescribed by the
Company) a deferral election as to Basic Compensation and/or Incentive prior
to the first day of the Deferral Year in which he/she will perform services
related to the amount to be deferred. Such election shall be effective with
respect to Basic Compensation and/or Incentive related to services to be
performed during the Deferral Year to which the deferral election relates.
Deferral elections may be amended or revoked at any time prior to the first
day of the Deferral Year to which the election relates. Notwithstanding the
foregoing, any deferral election with respect to an Incentive that qualifies
as “performance-based” compensation under Section 409A may be made with
respect to such Incentive on or before the date that is six months before the
end of the performance period, provided that (i) the Participant provides
services continuously from the later of the beginning of the performance
period or the date the Incentive criteria are established through the date of
the deferral election, and (ii) that in no event may an election to defer
Incentive be made after such Incentive has become readily ascertainable.
	 
	 	(b)	 	New Participants. A Company executive designated
as an Eligible Executive by the CEO during a Deferral Year and who desires to
become a Participant prior to the commencement of the next Deferral Year must
submit a deferral election no later than 30 days after the date he/she
receives notice of designation as an Eligible Executive. Such election shall
be effective with respect to Basic Compensation and/or Incentive related to
services to be performed subsequent to the date of the election.
	 
	 	(c)	 	Unforeseeable Emergency/Hardship. A Participant’s
deferral election with respect to the then-current Deferral Year shall be
cancelled in the event that the Participant receives a payment pursuant to
Section 3.5 due to an Unforeseeable Emergency or due to a hardship withdrawal
under the ITW Savings and Investment Plan.





     2.2 Minimum and Maximum Deferral. A Participant may elect to defer between 6% and 50%
of his/her Basic Compensation in 1% increments during a Deferral Year. In addition, a Participant
may elect to defer between 6% and 85% of his/her Incentive in 1% increments. The Company may reduce
a Participant’s Incentive deferral if, and to the extent, the Participant elects to defer an amount
that would not allow for payment by the Company of all FICA, federal, state and/or local income tax
withholdings.



     2.3 Timing of Deferral Credits. The amount of Basic Compensation and Incentive that a
Participant elects to defer shall cause an equivalent reduction in the Participant’s Basic
Compensation and Incentive. Basic Compensation and Incentive deferrals shall be credited to a
Participant’s Post-1/1/2005 Sub-Account at the end of each calendar quarter with respect to
deferrals for periods prior to July 1, 2005, and thereafter as of the date the deferred Basic
Compensation or Incentive would have otherwise been paid to the Participant or as soon as
reasonably practicable thereafter.



     2.4 Company Matching Contributions. All Participants shall be immediately eligible
for Company Matching Contributions. Each Participant shall be fully and immediately vested in
his/her Company Matching Contributions. If a Participant defers compensation under this Plan, the
Participant will be ineligible for Company Matching Contributions with respect to the same type of
compensation, i.e. Basic Compensation or Incentive, that is deferred during the applicable Deferral
Year under the ITW Savings and Investment Plan or any other plan that would be considered a defined
contribution plan under Code Section 414(i) regardless of whether such plan or agreement
constitutes a qualified plan under Code Section 401(a). Each Participant shall be designated as a
“Group I” or “Group II” Participant according to the provisions of the ITW Savings and Investment
Plan. Any such change in designation shall only be made on a prospective basis (i.e., with respect
to future deferrals).



 









 






	 	(a)	 	Group I Participants. A Group I Participant shall
be credited with a Company Matching Contribution equal to 3.5% of his/her
Basic Compensation for each payroll period during which he/she is deferring
at least 6% of Basic Compensation. A Group I Participant also shall be
credited with a Company Matching Contribution equal to 3.5% of his/her
Incentive, provided the Group I Participant elects to defer at least 6% of
such Incentive. For purposes of this Section 2.4(a), the term “Incentive”
shall not include any payment made under a long-term incentive plan.
	 
	 	(b)	 	Group II Participants. A Group II Participant
shall be credited with a Company Matching Contribution equal to 4.5% of
his/her Basic Compensation for each payroll period during which he/she is
deferring at least 6% of Basic Compensation. A Group II Participant shall
also be credited with a Company Matching Contribution equal to 4.5% of
his/her Incentive, provided the Group II Participant elects to defer at least
6% of such Incentive. For purposes of this Section 2.4(b), the term
“Incentive” shall not include any payment made under a long-term incentive
plan.





Company Matching Contributions shall be allocated to a Participant’s Post-1/1/2005 Sub-Account.




     2.5 Company Basic Contributions. Each Group II Participant with one year of service,
including any Group II Participants who do not elect to defer Basic Compensation or Incentive under
Section 2.2, shall be eligible to receive a Company Basic Contribution for each payroll period
equal to the difference between (i) the Company Basic Contribution paid to the Group II Participant
under the ITW Savings and Investment Plan for such payroll period and (ii) the Company Basic
Contribution that would be payable under the ITW Savings and Investment Plan for such payroll
period if the ITW Savings and Investment Plan included deferrals under Section 2.2 in the
calculation of the Company Basic Contribution and the limits under Code Section 401(a)(17) and Code
Section 415 did not apply. Company Basic Contributions shall be allocated to a Group II
Participant’s Post-1/1/2005 Sub-Account. A Group II Participant shall be fully vested in his/her
Company Basic Contributions upon completion of three years of Vesting Service.



     2.6 Determination of Account Balance.




	 	(a)	 	Sub-Accounts Generally. A Participant’s or
Beneficiary’s Account shall be comprised of multiple “Sub-Accounts.” Unless
the Company determines otherwise, each Participant’s Account shall include a
“Pre-1/1/2005 Sub-Account” and a “Post-1/1/2005 Sub-Account.” Each
Sub-Account may provide for a different form of payment and payment
commencement date pursuant to Sections 3.1 and 3.2. The Company reserves the
right to add additional Post-1/1/2005 Sub-Accounts and new rules applicable
thereto.
	 
	 	(b)	 	Pre-1/1/2005 Sub-Account. A Participant’s or
Beneficiary’s Pre-1/1/2005 Sub-Account shall consist of his/her Account
balance as of December 31, 2004, if any, adjusted as of each Determination
Date to include interest based on the Termination Interest Yield in effect
from time to time, or based on the Retirement Interest Yield if the
Participant or Beneficiary had satisfied the eligibility requirements for a
Retirement Benefit on or before December 31, 2004.
	 
	 	(c)	 	Post-1/1/2005 Sub-Account. A Participant’s or
Beneficiary’s Post-1/1/2005 Sub-Account shall be credited with his/her
deferrals from Basic Compensation and/or Incentive made pursuant to an
applicable deferral election with respect to services rendered after December
31, 2004, and any related Company Matching Contributions and Basic Company
Contributions. The Post-1/1/2005 Sub-Account shall be adjusted as of each
Determination Date to include interest based on the Termination Interest
Yield in effect from time to time, or based on the Retirement Interest Yield
if the Participant or Beneficiary has satisfied the eligibility requirements
for a Retirement Benefit. In addition, when any Participant or Beneficiary
who was not eligible for a Retirement Benefit on December 31, 2004 becomes so
eligible, his/her Post-1/1/2005 Sub-Account shall be credited with the
additional amount of interest that would previously have been allocated to
both the Participant’s Pre-1/1/2005 and Post-1/1/2005 Sub-Accounts using the
Retirement Interest Yields applicable through such date. Any such additional
interest earned on the Pre-1/1/2005 Sub-Account and credited to the
Post-1/1/2005 Sub-Account in accordance with this Section 2.6(c) shall be
distributed in the form elected for distribution of the Post-1/1/2005
Sub-Account. However, in the event that any such additional interest is
credited to this Plan after the Post-1/1/2005 Sub-Account has been fully
distributed, the resulting Post-1/1/2005 Sub-Account balance shall be payable
in a single lump sum in March of the calendar year following the calendar
year in which the earnings are credited to the Post-1/1/2005 Sub-Account.





 









 






	 	(d)	 	Interest While Receiving Installments. A
Participant’s or Beneficiary’s Account that is being paid in the form of
installments shall continue to be credited with interest using the Retirement
Interest Yield during the period that payments are being made.





ARTICLE III.

PAYMENT OF BENEFITS




     3.1 Retirement Benefit Payment Election for Pre-1/1/2005 Sub-Account. In the event of
a Participant’s Early or Normal Retirement Date, or death or Separation from Service on account of
Disability prior to either date, a Participant’s Pre-1/1/2005 Sub-Account shall be paid out in
accordance with the payment form and commencement of payment date elected for his/her Pre-1/1/2005
Sub-Account. In the absence of an applicable payment form and commencement of payment election, a
Participant’s Pre-1/1/2005 Sub-Account shall be paid in a lump sum on the first day of the month
following Separation from Service. A Participant may elect, at least 13 months prior to the
payment commencement date of his/her Pre-1/1/2005 Sub-Account, to change the method of distribution
previously elected for the Pre-1/1/2005 Sub-Account to either a lump sum or monthly installments
over two to 20 years. A Participant may elect to defer payment commencement of his/her Pre-1/1/2005
Sub-Account to a date later than Separation from Service up to his/her 70th birthday provided (i)
that the duration of any installment payments to the Participant shall provide for full payment of
the Pre-1/1/2005 Sub-Account prior to the Participant’s 85th birthday, and (ii) that Separation
from Service occurs prior to his/her Normal Retirement Date. Any election made within 13 months of
the Participant’s payment commencement date shall be void and his/her most recent prior election
shall be reinstated. The Participant’s election may be subject to Committee approval.



     3.2 Retirement Benefit Payment Election for Post-1/1/2005 Sub-Account. In the event
of a Participant’s Early or Normal Retirement Date, or death or Separation from Service on account
of Disability prior to either date, a Participant’s Post-1/1/2005 Sub-Account shall be paid out in
accordance with the payment form and commencement of payment election for his/her Post-1/1/2005
Sub-Account. At the time an Eligible Executive submits his/her initial deferral election, he/she
shall elect (i) the form of payment in which the Post-1/1/2005 Sub-Account shall be paid, which may
be either a lump sum or monthly installments over two to 20 years, and (ii) a payment commencement
date, which may be later than Separation from Service and up to his/her 70th birthday. Following
are additional rules applicable to the payment of a Participant’s Post-1/1/2005 Sub-Account:




	 	(a)	 	Change to Prior Election. Effective January 1,
2009, a Participant may elect to change a form of payment previously elected
with respect to his/her Post-1/1/2005 Sub-Account, or to elect another
payment commencement date that is subsequent to Separation from Service but
no later than his/her 70th birthday, provided (i) such new election does not
take effect until at least 12 months after the date the election is made,
(ii) if commencement of payment is not related to the Participant’s
Separation from Service on account of Disability or death, the first payment
with respect to which such new election is effective is deferred for a period
of five years from the date such payment would otherwise have commenced, and
(iii) if a Participant previously elected a payment commencement date that is
subsequent to Separation from Service, a change to that date may not be made
within the 12-month period prior thereto.
	 
	 	(b)	 	Company Basic Contribution Participants. In the
event that an Eligible Executive elects not to defer Basic Compensation
and/or Incentive under Section 2.1(a) but is a Group II Participant eligible
to receive Company Basic Contributions pursuant to Section 2.5, such Eligible
Executive shall be considered a Participant for purposes of this Plan and
shall have the opportunity to make a form and commencement of payment
election with respect to his Post-1/1/2005 Sub-Account in accordance with the
timing rules for deferral elections set forth in Section 2.1.
	 
	 	(c)	 	Default Election. In the absence of a valid
payment form and commencement of payment election upon the Participant’s
Early or Normal Retirement Date, or death Separation from Service on account
of Disability prior to either date, a Participant’s applicable Post-1/1/2005
Sub-Account shall be paid out in a lump sum on the first day of the month
following Separation from Service.





 









 






	 	(d)	 	Key Employees. Payments to a Participant who is a
key employee (as defined in Section 409A) with respect to his/her
Post-1/1/2005 Sub-Account shall commence on the first day of the seventh
month following the date of the Participant’s Separation from Service (other
than due to death) or such later date as elected by the Participant under
this Section 3.2. If commencement is delayed pursuant to this Section 3.2(d)
and not because of the Participant’s election under Section 3.2(a), his/her
initial payment shall include all amounts that would have been paid had there
been no six-month delay and the retroactive payments shall be credited with
interest at the Retirement Interest Yield through the delayed payment
commencement date.





     3.3 Termination Benefit. Upon a Participant’s Separation from Service prior to
becoming eligible for a Retirement Benefit, the Company shall pay a lump sum to the Participant on
the first day of the month following Separation from Service of his/her Account determined under
Section 2.6 using the Termination Interest Yield. A Participant who is a key employee (as defined
in Section 409A) shall not receive the portion of his/her lump sum consisting of his/her
Post-1/1/2005 Sub-Account until the first day of the seventh month commencing after the date of the
Participant’s Separation from Service (other than due to death). The delayed portion of the lump
sum payment shall be credited with interest at the Termination Interest Yield through the delayed
payment commencement date.



     3.4 Return of Deferrals. At the time that a Participant submits a deferral election
for any Deferral Year, he/she may elect irrevocably to receive a return of his/her deferrals for
such Deferral Year. The return of deferral election does not apply to Company Matching
Contributions, Company Basic Contributions, or the interest credited to the Participant’s Account
for such Deferral Year. The return of deferral election shall specify the calendar year in which
payment shall be made, which may be no earlier than the calendar year that commences five or more
calendar years after the Deferral Year in which the Basic Compensation and/or Incentive deferral
was initially credited to the Participant’s Account. Return of Deferral payments shall be made in
July of the specified calendar year. Notwithstanding the foregoing, a Participant’s return of
deferral election shall be void if his/her Separation from Service occurs prior to the return of
deferral payment date and the participant’s deferrals shall instead be paid in accordance with the
payment form and commencement of payment election made by the Participant for his/her applicable
sub-account. Company Matching Contributions, Basic Company Contributions, and interest credits for
such Deferral Year.



     3.5 Emergency Benefit. In the event that the Company, upon a request by a Participant
according to the method prescribed by the Company, determines in its sole discretion, that the
Participant has suffered an Unforeseeable Emergency, the Company may pay to the Participant, as
soon as practicable following such determination, an amount, not in excess of the Participant’s
Account, necessary to satisfy the emergency, plus amounts necessary to pay taxes reasonably
anticipated as a result of the payment, after taking into account the extent to which such hardship
is or may be relieved through reimbursement or compensation by insurance or otherwise, by
liquidation of the Participant’s assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship), or by cessation of deferrals under the Plan.



     3.6 Payment to Beneficiary. If a Participant dies prior to the commencement or
completion of payments (and was not awaiting payment of a termination benefit under Section 3.3),
then the Participant’s Account determined using the Retirement Interest Yield shall be paid (or
continue to be paid if payments had previously commenced) to his/her Beneficiary on the first day
of the month following the date of the Participant’s death (i) pursuant to the applicable payment
election made by the Participant or (ii) in a lump sum if the Participant had not elected a form of
payment. The Participant may designate (or change) a Beneficiary according to the method prescribed
by the Company. If no designation is in effect or if an existing designation is determined to be
invalid or ineffective at the time any payments under this Plan become due, the Beneficiary shall
be the spouse of the Participant, or if no spouse is then living, the Participant’s estate.



     3.7 Small Benefits. Notwithstanding anything in this Article III to the contrary, if
the aggregate balance of a Participant’s Account is $25,000 or less on the Participant’s Separation
from Service or death, such amount shall be paid in a lump sum to the Participant or his/her
Beneficiary on the first day of the month following the Participant’s Retirement Date or death in
full settlement of his/her benefits under this Plan.



     3.8 Forfeiture of Benefits. If, prior to a Corporate Change, a Participant shall be
discharged for gross misconduct or a Participant or Beneficiary shall at any time, regardless of
whether before or after the Participant’s Early or Normal Retirement Date, divulge confidential
Company information to other persons or otherwise act against the business interests of the
Company, the portion of the Participant’s or Beneficiary’s Account attributable to Company Basic
Contributions and Company Matching Contributions may be forfeited by the Committee or the CEO.



 









 





     3.9 Payment on Specified Date. For purposes of this Article III, a payment shall be
treated as made (or commencing) on the payment commencement date specified in Section 3.2, 3.3, 3.4
or 3.6, as applicable, if the payment is made (or commences) on (i) such date, (ii) a later date
within the same taxable year of the Participant, or (iii) if later, by the fifteenth day of the
third calendar month following such date, provided that the Participant is not permitted, directly
or indirectly, to designate the taxable year of the payment.



ARTICLE IV.

CLAIMS PROCEDURE




     4.1 Claim for Benefits. All claims for benefits shall be submitted in writing to the
Committee which shall process them and approve or disapprove them within 90 days following the date
that the claim is received by the Committee. If special circumstances arise and the Committee
cannot process the claim within 90 days, the Committee shall notify the claimant on or before the
close of the initial 90-day period that the time for making the decision is extended for up to 90
additional days. If the Committee fails to notify the claimant within the applicable period, the
claim is considered denied. If the Committee makes a determination to deny benefits to a claimant,
the denial shall be stated in writing by the Committee and delivered or mailed to the claimant.
Such notice shall set forth the specific reasons for the denial; be written in a manner that may be
understood by the claimant; refer to the specific Plan provisions upon which denial is based; and
describe the steps necessary for appeal.



     4.2 Request for Review of a Claim Denial. The claimant whose claim for benefits has
been denied shall have a period of 60 days from the date of the Committee’s denial in which to
appeal in writing to the Committee. The claimant or his/her duly authorized representative shall
have an opportunity to review pertinent documents and submit additional information, issues and
comments to the Committee.



     4.3 Decision Upon Review of a Claim Denial. The Committee (or its delegate) shall
review all evidence submitted by the claimant and shall communicate its decision to the claimant in
writing within 60 days of the date on which the request for review was received, unless special
circumstances require an extension of time for processing, in which case a decision shall be
rendered as soon as possible, but not later than 120 days after receipt of a request for review.
The Committee’s decision regarding the claim shall be final and binding.



     4.4 Timing of Judicial Action. No action at law or in equity may be brought to
recover benefits under the Plan until the Participant has exercised all appeal rights and the Plan
benefits requested in such appeal have been denied in whole or in part. Benefits under the Plan
shall be paid only if the Committee, in its discretion, determines that a claimant is entitled to
them. If a judicial proceeding is undertaken to appeal the denial of a claim or bring any other
action under ERISA other than a breach of fiduciary duty claim, the evidence presented will be
strictly limited to the evidence timely presented to the Committee. In addition, any such judicial
proceeding must be filed within 180 days after the Committee’s final decision.



ARTICLE V.

ADMINISTRATION




     The Committee, which shall administer the Plan, shall have the power and duty to adopt such
rules and regulations consistent with Plan terms; to maintain records concerning the Plan; to
construe and interpret the Plan and resolve all questions arising under the Plan; to direct the
payment of Plan benefits; and to comply with the requirements of any applicable federal or state
law. Neither the Company, nor any employee or Board or Committee member shall be liable to any
Eligible Executive, active or former Participant, Beneficiary or any other person for any claim,
loss, liability or expense incurred in connection with the Plan.



ARTICLE VI.

AMENDMENT AND TERMINATION




     6.1 Amendment. The Board may amend the Plan in whole or in part at any time, including
without limitation an amendment to discontinue future deferrals. Any amendment shall comply with
Section 409A. Specifically, no amendment may decrease the balance of a Participant’s or
Beneficiary’s Account (except as required by Section 409A), and no amendment shall be made if it
would constitute a material modification, as defined under Section 409A, of the Plan terms in
effect on October 3, 2004 which govern payment of the Pre-1/1/2005 Sub-Account as set forth in
Article III.



 









 





     6.2 Termination. The Board may terminate the Plan at any time, subject to the
termination restrictions of Code Section 409A. Upon termination, a Participant’s or Beneficiary’s
Pre-1/1/2005 Sub-Account, if any, shall be paid to him/her in monthly installments over a period of
not more than 15 years, except that the Company in its sole discretion may pay out such benefit in
a lump sum or in installments over a period shorter than 15 years. A Participant’s or Beneficiary’s
Post-1/1/2005 Sub-Account shall be paid to the Participant or Beneficiary in a lump sum upon Plan
termination, provided that (i) the termination and liquidation of the Plan does not occur proximate
to a downturn in the financial health of the Company; (ii) the Company terminates all non-qualified
deferred compensation arrangements of the same type at the same time that this Plan is terminated;
(iii) the Company makes no payments to Participants and Beneficiaries for 12 months but makes all
payments within 24 months; and (iv) the Company adopts no new non-qualified deferred compensation
arrangement of the same type for three years. Upon termination of the Plan, any Participant who
has not incurred a Separation from Service and was not previously eligible for a Retirement Benefit
shall have the Retirement Interest Yield credited to his/her post-1/1/2005 Sub-Account pursuant to
Section 2.6(c) as if the Participant then became eligible for a Retirement Benefit.



     6.3 Corporate Change. The Board may terminate the Plan in conjunction with a Corporate
Change, provided that (i) the Company terminates the Plan within the 30 days preceding or the 12
months following a Corporate Change; and (ii) the Company terminates all non-qualified deferred
compensation arrangements of the same type at the same time that this Plan is terminated with
respect to each Participant that experienced Corporate Change. Following such termination, each
current Participant, former Participant and Beneficiary shall receive a lump-sum payment of his/her
Account within the 12 months following the termination of the Plan. Account balances shall be
determined under Section 2.6 as of the applicable payment date as if each such Participant and
Beneficiary was then eligible for a Retirement Benefit hereunder.



ARTICLE VII.

MISCELLANEOUS




     7.1 Corporate Successor. The Plan shall not terminate, but shall continue, upon a
transfer or sale of assets of the Company or upon the reorganization, merger or consolidation of
the Company into or with any other corporation or other entity; provided that it is not terminated
pursuant to Section 6.3 and the transferee, purchaser or successor agrees to continue the Plan. In
the event that the transferee, purchaser or successor does not continue the Plan, then the Plan
shall terminate to the extent permitted under Section 6.2 and the applicable restrictions under
Section 409A.



     7.2 No Implied Rights. Neither the establishment of the Plan nor any amendment thereof
shall be construed as giving any Participant, Beneficiary or any other person any legal or
equitable right unless such right shall be specifically provided for in the Plan or conferred by
specific action of the Committee in accordance with the terms and provisions of the Plan. Except as
expressly provided in this Plan, the Company shall not be required or be liable to make any payment
under this Plan. The provisions of this Plan document supersede and preempt any prior
understandings, agreements or representations by or between the Company and any Participant or
Beneficiary, written or oral, which may have related in any manner to the subject matter hereof.



     7.3 No Right to Company Assets. Neither the Participant nor any other person shall
acquire by reason of the Plan any right in or title to any assets, funds or property of the Company
including, without limitation, any specific funds, assets or other property that the Company, in
its sole discretion, may set aside in anticipation of a liability hereunder. Any benefits which
become payable hereunder shall be paid from the general assets of the Company. The Participant
shall have only a contractual right to the amounts, if any, payable hereunder unsecured by any
asset of the Company. In order to provide for the payments hereunder, the Company has established
an irrevocable trust, the assets of which are part of the Company’s general assets and therefore
subject to the claims of the Company’s general creditors in the event of insolvency. To the extent
any Plan-required payments are made from the trust, the Company shall have no further obligations
to pay such amounts directly to the Participant or Beneficiary.



     7.4 No Employment Rights. Nothing herein shall constitute a contract of employment or
of continuing service or in any manner obligate the Company to continue the services of the
Participant or obligate the Participant to continue in the service of the Company, or as a
limitation of the right of the Company to discharge any of its employees, with or without cause.



     7.5 Offset. If, at the time payments are to be made hereunder, a Participant or
Beneficiary or both are indebted or obligated to the Company, then such payments may at the
discretion of the Committee be reduced by the amount of such indebtedness or obligation; provided,
however, that an election by the Committee not to reduce any such payments shall not constitute a
waiver of its claim for such indebtedness or obligation. In the event of an overpayment of benefits
under the ITW Retirement Accumulation Plan or any other Company-sponsored plan, the Committee may
determine that all or part of the amount of the overpayment may be recovered by an offset to any
payment to be made pursuant to this Plan.



 









 





     7.6 Non-Assignability. Neither the Participant nor any other person shall have any
voluntary or involuntary right to commute, sell, assign, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, which are expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall be, prior to actual payment, subject to the
payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any
other person, or be transferable by operation of law in the event of the Participant’s or any other
person’s bankruptcy or insolvency. This Section shall not apply to the creation, assignment, or
recognition of a right of any benefit payable pursuant to a domestic relations order, if such order
(i) meets the requirements of Section 414(p)(1)(B) of the Code, and (ii) does not require the
payment of a benefit to an alternate payee prior to the time benefits are payable pursuant to
Article III, as determined by the Committee.



     7.7 Incapacity of Recipient. If a current or former Participant or a Beneficiary is
deemed by the Committee to be incapable of personally receiving any payment under the Plan, then,
unless and until claim therefor shall have been made by a duly appointed guardian or other legal
representative of such person, the Committee may provide for such payment or any part thereof to be
made to any other person or institution providing for the care and maintenance of such person. Any
such payment shall be for the account of such person and shall be a complete discharge of any
liability of the Company and the Plan therefor.



     7.8 Withholding of Taxes. The Company shall withhold any federal, state or local taxes
applicable to any payments pursuant to the Plan. Notwithstanding any other Plan provision to the
contrary, the payment of any Participant’s benefit may be accelerated by the Company to the extent
of any required FICA withholdings applicable to such benefit (plus any other withholdings
applicable to the withheld FICA amount).



     7.9 Governing Laws. Except to the extent not pre-empted by ERISA or other federal law,
the Plan shall be construed and administered according to the laws of the State of Illinois.



     7.10 Severability. Whenever possible, each provision of this Plan shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this Plan
is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of any other provision of this Plan or the validity, legality or
enforceability of such provision in any other jurisdiction, but this Plan shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.



	 	 	 	 	 	 	 
	 

	 	 	 	ILLINOIS TOOL WORKS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Sharon M. Brady
 

     Senior Vice President, Human Resources