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Exhibit 10(j)




ILLINOIS TOOL WORKS INC.



EXECUTIVE CONTRIBUTORY RETIREMENT INCOME PLAN




Illinois Tool Works Inc. hereby amends and restates in its entirety, effective as of January 1,
1999, the Illinois Tool Works Inc. Executive Contributory Retirement Income Plan, which was
originally established April 1, 1993.




I. PURPOSE





The purpose of this Illinois Tool Works Inc. Executive Contributory Retirement Income Plan
is to provide a further means whereby Illinois Tool Works Inc. and its subsidiaries and
affiliated companies may afford financial security to certain employees.



II. DEFINITIONS





	 	2.1  	“Agreement” means the Illinois Tool Works Inc. Executive Contributory
Retirement Income Plan Deferral Agreement(s) executed between a Participant and the
Company, whereby a Participant agrees to defer a portion of his/her Salary and/or Bonus
pursuant to the provisions of the Plan and/or specifies the number of years over which
payments might be made pursuant to Section 4.8 (subject to the provisions of Section
4.10), and the Company agrees to make benefit payments in accordance with the
provisions of the Plan. To the extent a Participant’s deferral agreement changes the
number of payments specified in a prior deferral agreement the most recent agreement
shall be deemed to amend all prior agreements.
	 
	 	2.2  	“Beneficiary” means the person or persons so designated by a Participant
pursuant to Section 4.11.
	 
	 	2.3  	“Board of Directors” means the Board of Directors of Illinois Tool Works Inc.
Notwithstanding anything herein to the contrary, except in regard to a Change in
Control, the Executive Committee of the Board of Directors can act under the Plan in
lieu of the entire Board.
	 
	 	2.4  	“Bonus” means the amount(s) earned during a calendar year by the Participant
under the Company’s Executive Incentive Plan, if the Participant is eligible for such
Bonus.
	 
	 	2.5  	A “Change in Control” means a Corporate Change as defined in the Illinois Tool
Works Inc. 1996 Stock Incentive Plan.
	 
	 	2.6  	“Committee” means the Employee Benefits Committee of the Company appointed by
the Board of Directors to manage and administer the Plan.
	 
	 	2.7  	“Company” means Illinois Tool Works Inc. and any subsidiaries and affiliated
companies of which Illinois Tool Works Inc. owns more than 80% of the outstanding
common stock or other ownership interest.




 









 






	 	2.8  	“Company Matching Contribution” means the contribution made by the Company to a
Participant’s Deferred Compensation Account pursuant to Section 3.7.
	 
	 	2.9  	“Company Savings Plan” means the Illinois Tool Works Inc. Savings and
Investment Plan.
	 
	 	2.10  	“Deferral Year” means any calendar year.
	 
	 	2.11  	“Deferred Benefit Account” means the account maintained on the books of the
Company for each Participant pursuant to Article III. One Deferred Benefit Account
shall be maintained for all Agreements entered into by a Participant and the Company
pursuant to this Plan. A Participant’s Deferred Benefit Account shall not constitute
or be treated as a trust fund of any kind.
	 
	 	2.12  	“Determination Date” means the date on which the amount of a Participant’s
Deferred Benefit Account is determined as provided in Article III hereof. The last day
of each calendar quarter or the date of a Participant’s Termination of Service shall be
a Determination Date.
	 
	 	2.13  	“Disability” shall have the same meaning as Disabled under the Illinois Tool
Works Inc. Pension Plan.
	 
	 	2.14  	“Early Benefit Date” means the date of Termination of Service of the
Participant on or after he/she attains age 55 and has 10 Years of Service with the
Company and before attaining age 65.
	 
	 	2.15  	“Interest Yield” means either the Retirement Interest Yield, Death Interest
Yield or the Termination Interest Yield as defined below:






	 	(a)  	“Retirement Interest Yield” or “Death Interest Yield” means 130
percent of Moody’s. The maximum Retirement Interest Yield or Death 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%.






	 	2.16  	“Moody’s” means the average Moody’s Long-Term Corporate Bond Yield 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). For purposes of this
Plan, Moody’s shall not exceed 12%. In the event that Moody’s exceeds 12%, for
purposes of calculating the appropriate Interest Yield, 12% shall be used.
	 
	 	2.17  	“Normal Benefit Date” means the date of Termination of Service of the
Participant on or after he/she attains age 65 and has completed five Years of Service
with the Company.




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	 	2.18  	“Participant” means an executive of the Company who is designated to be
eligible pursuant to Section 3.1 who enters into an Agreement, and who has commenced
Salary and/or Bonus reductions pursuant to such Agreement.
	 
	 	2.19  	“Plan” means the Illinois Tool Works Inc. Executive Contributory Retirement
Income Plan as amended from time-to-time.
	 
	 	2.20  	“Plan Effective Date” means April 1, 1993.
	 
	 	2.21  	“Salary” means the Participant’s base pay.
	 
	 	2.22  	“Termination of Service” means the Participant’s cessation of his/her service
with the Company for any reason whatsoever, whether voluntarily or involuntarily,
including by reason of retirement, death, or Disability.
	 
	 	2.23  	“Years of Service” shall have the same meaning as Eligibility Service under the
Illinois Tool Works Inc. Pension Plan.





III. PARTICIPANT AND COMPENSATION REDUCTION





	 	3.1  	Participation. Participation in the Plan shall be limited to executives of the
Company who qualify for inclusion in a “select group of management or highly
compensated employees” as provided in Sections 201(2), 301(a)(3), 401(a)(1) and
4021(b)(6) of ERISA and who are designated to be eligible by the Chief Executive
Officer (CEO) of the Company. The CEO of the Company must be designated to be eligible
by the Board of Directors. In addition, to be eligible to participate in the Plan, an
eligible employee must file an Agreement with the Company prior to the first day of the
deferral period on which a Participant’s participation commences in the Plan. The
election to participate shall be effective upon the receipt by the Company of an
Agreement that is properly completed and executed in conformity with the Plan.
	 
	 	   	A Participant must be designated to be eligible for each deferral period as outlined
in Section 3.2.
	 
	 	3.2  	Minimum and Maximum Deferral and Length of Participation. For Deferral Years
commencing prior to January 1, 2001, a Participant may elect to defer between 5% and
50% of his/her Salary in l% increments during a Deferral Year. In addition, a
Participant may elect to defer up to 100% of his/her Bonus in 1% increments earned
during a Deferral Year.
	 
	 	   	For Deferral Years commencing on or after January 1, 2001, a Participant may elect
to defer either 0% or between 6% and 50% of his/her Salary in 1% increments during a
Deferral Year. In addition, a Participant may elect to defer either 0% or between 6%
and 100% of his/her Bonus in 1% increments earned during a Deferral Year.




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	 	   	In the event a Participant elects to defer an amount of his or her Bonus that would
not allow for the full payment of all FICA, federal, state and/or local income tax
liabilities, the actual amount which shall be credited to the Participant’s Deferred
Compensation Account shall be the maximum amount allowable after all applicable
taxes.
	 
	 	   	At the time of election, a Participant may elect to defer a different percentage of
his/her Salary or Bonus for each Deferral Year and may also elect not to defer any
portion of his/her Salary or Bonus in a Deferral Year. An eligible Participant must
complete a separate Agreement for each deferral period.
	 
	 	3.3  	Timing of Deferral Credits. The amount of Salary and Bonus that a Participant
elects to defer in an Agreement shall cause an equivalent reduction in the
Participant’s Salary and Bonus. Salary and Bonus deferrals shall be credited to the
Participant’s Deferred Benefit Account throughout each Plan year at the end of each
calendar quarter.
	 
	 	3.4  	New Participants. Subsequent to January 1, 1999, an employee shall be eligible
to participate after being approved by the CEO. The eligible employee may begin
participation pursuant to Section 3.1 and shall be bound by all terms and conditions of
the Plan, provided, however, that his/her Agreement must be filed no later than 30 days
following notification of his/her eligibility to participate.
	 
	 	3.5  	Alteration of Salary and Bonus Deferral. Except as provided in this Section
3.5 and in Section 3.6, a Participant’s election to defer Salary and Bonus shall be
irrevocable. Pursuant to this Section 3.5, a Participant may increase or decrease
his/her original Salary and/or Bonus deferral percentage prior to December 1 of the
year preceding the Deferral Year for which such adjustment is requested. A Participant
may increase or decrease the deferral percentage of his/her Salary and/or Bonus by the
greater of 5% for Salary and 10% for Bonus or a percentage which is not more than 50%
of the Participant’s original election if changed prior to December 1 of the year
preceding the Deferral Year for which the adjustment is effective. In the event that
the maximum adjustment percentage is not an integer percentage it shall be rounded up
to the next highest integer percentage.
	 
	 	   	For Deferral Years commencing prior to January 1, 2001, a Participant may not
decrease his/her Salary deferral percentage below 5%. For Deferral Years commencing
on or after January 1, 2001, a Participant may not decrease his/her Salary and/or
Bonus deferral percentage below 6%. In addition, a Participant may choose not to
have any Salary and/or Bonus deferral in accordance with this section 3.5. For
Deferral Years commencing prior to January 1, 2001, to the extent a Participant has
elected to defer 0% of Salary and/or Bonus for any Deferral Year on his/her deferral
agreement, the Participant may increase his/her Salary deferral from 0% to 5% and/or
increase his/her Bonus deferral from 0% to 10%. For Deferral Years commencing on or
after January 1, 2001, to the extent a Participant has elected to defer 0% of Salary
and/or Bonus for any Deferral Year




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	 	   	on his/her deferral agreement, the Participant may increase his/her Salary deferral
from 0% to 6% and/or increase his/her Bonus deferral from 0% to 6%.
	 
	 	   	A Participant may change his/her Salary and/or Bonus deferral by entering into a
deferral Agreement by December 1 of the year preceding the Deferral Year for which
such Agreement is to be effective.
	 
	 	3.6  	Emergency Benefit: Waiver of Deferral. In the event that the Company, upon
written petition of the Participant or his/her Beneficiary, determines in its sole
discretion, that the Participant or his/her Beneficiary has suffered an unforeseeable
financial emergency, the Company may pay to the Participant or his/her Beneficiary as
soon as practicable following such determination, an amount, not in excess of the
Participant’s Deferred Benefit Account, necessary to satisfy the emergency. For
purposes of this Plan, an unforeseeable financial emergency is an unanticipated
emergency that is caused by an event beyond the control of the Participant or
Beneficiary and that would result in severe financial hardship to the individual if the
emergency distribution were not permitted, as may result from illness, casualty loss or
sudden financial reversal. Cash needs arising from foreseeable events, such as the
purchase of a residence or education expenses for children shall not be considered the
result of an unforeseeable financial emergency. The Company may also grant a waiver of
the Participant’s agreement to defer a stated amount of Salary and Bonus upon finding
that the Participant has suffered an unforeseeable financial emergency. The waiver
shall be for such period of time as the Company deems necessary under the
circumstances.
	 
	 	3.7  	Company Matching Contribution. For Deferral Years commencing prior to January
1, 2001, the Company shall contribute an amount to a Participant’s Deferred Benefit
Account as and when the Participant’s Salary deferrals are added pursuant to Section
3.3. The amount of the Company Matching Contribution shall be equal to 3% of the
Participant’s Salary. In order for the Company Matching Contribution to be credited to
a Participant’s Deferred Benefit Account, the Participant must elect to defer at least
5% of his/her Salary during the Deferral Year.
	 
	 	   	Commencing with Deferral Years on or after January 1, 2001, the amount of the
Company Matching Contribution shall be equal to 3.5% of the Participant’s Salary. In
order to receive the Company Matching Contribution related to the Participant’s
Salary, the Participant must elect to defer at least 6% of his/her Salary during the
Deferral Year. In addition, the Participant shall be entitled to a Company Matching
Contribution equal to 3.5% of the Participant’s Bonus. In order to receive the
Company Matching Contribution related to the Participant’s Bonus, the Participant
must elect to defer at least 6% of his/her Bonus during the Deferral Year.




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	 	   	In the event a Participant elects to defer any amount of Salary and/or Bonus under
this Plan, he/she will not receive a Company Matching Contribution under the Company
Savings Plan.
	 
	 	   	Notwithstanding the foregoing, when the CEO designates a Participant pursuant to
Section 3.4, he may specify that such Participant is not entitled to a Company
Matching Contribution.
	 
	 	3.8  	Determination of Account. The balance of each Participant’s Deferred Benefit
Account as of each Determination Date shall be calculated as follows, using the terms
and methods in the order defined below:






	 	(a)  	Beginning Balance:
	 
	 	   	The balance on the beginning of the first day of the quarter. This equals
the Ending Balance as of the end of the day on the prior Determination Date.
	 
	 	(b)  	Sub-Ending Balance:
	 
	 	   	The Beginning Balance, plus Participant deferrals plus Company matching
contributions less any distributions, made after the prior Determination
Date and up through and including the current Determination Date.
	 
	 	(c)  	Average Balance:
	 
	 	   	The arithmetic average of the Beginning Balance and the Sub-Ending Balance
from the current quarter.
	 
	 	(d)  	Interest:
	 
	 	   	The Average Balance times the appropriate Interest Yield divided by four,
times the number of calendar days from the prior Determination Date to the
current Determination Date (or the date of payment if applicable and deemed
appropriate by the Company) divided by the total number of calendar days in
the quarter.
	 
	 	(e)  	Ending Balance:
	 
	 	   	The Sub-Ending Balance plus Interest.






	 	3.9  	Vesting of a Participant’s Deferred Benefit Account. A Participant shall be
100% vested in his/her Deferred Benefit Account equal to the amount of Salary and Bonus
he/she deferred into the Deferred Benefit Account and the interest credited thereon.
The Company matching contributions and interest credited thereon shall vest in the same
manner as under the Illinois Tool Works Inc. Savings and Investment Plan.




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IV. BENEFITS





	 	4.1  	Return of Deferrals. At the time a Participant executes an Agreement, he/she
may elect to receive a return of his/her deferrals made within a particular Deferral
Year. The return of deferral election does not apply to either the Company’s matching
contribution or the interest credited to the Participant’s Deferred Benefit Account.
The return of deferral election shall specify the year (distribution year) in which
payment shall be made, which shall be paid as of June 30, five or more years after the
Deferral Year in which the Salary and/or Bonus deferral was initially credited to the
Participant’s Deferred Benefit Account. Each such return of deferral shall be paid in
a lump sum. A return of deferral shall only be paid prior to a Participant’s
Termination of Service. Any return of deferral paid shall be deemed a distribution,
and shall be deducted from the Participant’s Deferred Benefit Account. A separate
return of deferrals election shall be made for each Deferral Year and for both Salary
and Bonus deferrals.
	 
	 	4.2  	Retirement Benefit. Subject to Section 4.8 below, upon a Participant’s Early
Benefit Date or Normal Benefit Date, he/she shall be entitled to receive the amount of
his/her Deferred Benefit Account determined under Section 3.8 using the Retirement
Interest Yield. The form of benefit payment shall be as provided in Section 4.8.
	 
	 	4.3  	Termination Benefit. Upon the Termination of Service of a Participant before
becoming eligible for a retirement benefit, for reasons other than death or Disability,
the Company shall pay to the Participant, a benefit equal to the vested portion of
his/her Deferred Benefit Account using the Termination Interest Yield.
	 
	 	   	Unless otherwise directed by the Committee, the termination benefit shall be payable
in a lump sum within 60 days following his/her Termination of Service. Upon a
Termination of Service, the Participant shall immediately cease to be eligible for
any other benefit provided under this Plan.
	 
	 	4.4  	Death Prior to Termination of Service. Upon the Termination of Service due to
a Participant’s death, the Beneficiary of the deceased Participant shall be entitled to
a death benefit equal to the Participant’s Deferred Benefit Account determined under
Section 3.8 using the Death Interest Yield. The form of benefit shall be as provided
in Section 4.8 and shall be in lieu of all other benefits under this Plan.
	 
	 	4.5  	Death Subsequent to Early or Normal Benefit Date. Upon the death of a
Participant subsequent to his/her Early or Normal Benefit Date, the Beneficiary of the
deceased Participant shall receive the Participant’s remaining Deferred Benefit
Account. Payment of a Participant’s remaining Deferred Benefit Account shall be in
accordance with Section 4.8.
	 
	 	4.6  	Disability. In the event of a Termination of Service due to Disability, which
first manifests itself after the Plan Effective Date and prior to the commencement of
Benefit Payments in Section 4.8, a disabled Participant may receive a benefit




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	 	   	equal to the balance of his/her Deferred Benefit Account under Section 3.8 using the
Retirement Interest Yield. The commencement of such benefit will be on the
Participant’s earliest benefit date consistent with Sections 2.14 and 2.17.
Payments shall be made in accordance with Section 4.8. The Company, in its sole
discretion, may accelerate the payment of any disability benefit payable under this
Section. Disability benefits shall be treated as distributions from a Participant’s
Deferred Benefit Account.
	 
	 	4.7  	Change of Status. In the event it is determined that the Participant ceases to
be eligible to participate in this Plan or if the Participant’s Salary is materially
reduced, the Participant may elect to reduce the amount of any remaining deferral. In
such event, he/she shall not be treated as having terminated participation pursuant to
this Plan.
	 
	 	4.8  	Form of Benefit Payment.






	 	(a)  	Upon the happening of an event described in Section 4.2, 4.4,
4.5, or 4.6, the Company shall pay the Participant’s Deferred Benefit Account
in a lump sum or in monthly installments payable in approximately equal amounts
over 2 to 20 years, commencing on the event described in Section 4.2, 4.4, 4.5
or 4.6 in accordance with the Participant’s last Agreement. Interest on the
unpaid principal balance equal to the applicable Retirement Interest Yield will
be added to the Participant’s Deferred Benefit Account on each Determination
Date. The amount of the installment payments shall be based on the prevailing
Retirement Interest Yield at the commencement of payments, projected into the
future using a method approved by the Company. The amount of the installment
payments shall be recomputed once per calendar year at a date determined by the
Company and the installment payments shall be increased or decreased to reflect
any changes in the Retirement Interest Yield.
	 
	 	   	A Participant may, by written request filed with the Company at least 13
months prior to the commencement of a distribution pursuant to this Plan,
change the method of distribution elected in his/her Agreement to any other
method permitted under this Section 4.8.
	 
	 	(b)  	In the event of the death of the Participant, as described in
Sections 4.4 or 4.5, the Participant’s Beneficiary may, with the consent of the
Company, elect an alternative form of benefit payment, such as a lump-sum
payment or a shorter installment period. In such event, the applicable Death
Interest Yield shall be utilized in determining the Deferred Benefit Account
until all payments have been made to the Beneficiary of the deceased
Participant.
	 
	 	(c)  	In the event that a Participant retires on or subsequent to
his/her Early Benefit Date but prior to his/her Normal Benefit Date, the
Participant may




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	 	   	file a written request with the Company requesting the deferral of his/her
Retirement Benefit until up to age 70. The written request must be made at
least 13 months prior to the Participant’s Termination of Service. The
Company may, but is not required to, grant the Participant’s request.






	 	4.9  	Tax Withholding. To the extent required by law in effect at the time payments
are made, the Company shall withhold any taxes required to be withheld by any Federal,
State, or local government.
	 
	 	4.10  	Commencement of Payments. Unless otherwise provided, commencement of payments
under this Plan shall be within 60 days following receipt of notice by the Company of
an event which entitles a Participant or a Beneficiary to payments under this Plan, or
at such earlier date as may be determined by the Company. All payments shall be made
as of the first day of the month. Benefits paid pursuant to Section 4.2 may commence
no earlier than age 55 and Deferred Benefit Accounts must be paid out no later than age

85.
	 
	 	4.11  	Recipients of Payments: Designation of Beneficiary. All payments to be made by
the Company under the Plan shall be made to the Participant during his/her lifetime,
provided that if the Participant dies prior to the completion of such payments, then
all subsequent payments under the Plan shall be made by the Company to the Beneficiary
determined in accordance with this Section 4.11. The Participant may designate a
Beneficiary by filing a written notice of such designation with the Company in such
form as the Company requires and may include contingent Beneficiaries. The Participant
may from time-to-time change the designated Beneficiary by filing a new designation in
writing with the Company. If no designation is in effect or if an existing designation
is determined to be invalid or ineffective at the time any benefits payable under this
Plan become due, the Beneficiary shall be the spouse of the Participant, or if no
spouse is then living, the representatives of the Participant’s estate.





V. CLAIMS FOR BENEFITS PROCEDURE





	 	5.1  	Claim for Benefits. Any claim for benefits under the Plan shall be made in
writing to the Company. If such claim is wholly or partially denied by the Company,
the Company shall, within a reasonable period of time, but not later than 60 days after
receipt of the claim, notify the claimant of the denial of the claim. Such notice of
denial shall be in writing and shall contain:






	 	(a)  	The specific reason(s) for denial of the claim;
	 
	 	(b)  	A reference to the relevant Plan provisions upon which the
denial is based;
	 
	 	(c)  	A description of any additional material or information
necessary for the claimant to perfect the claim, together with an explanation
of why such material or information is necessary; and
	 
	 	(d)  	An explanation of the Plan’s claim review procedure.




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	 	   	If no such notice is provided, the claim shall be deemed granted.






	 	5.2  	Request for Review of a Denial of a Claim for Benefits. Upon the receipt by
the claimant of written notice of a denial of a claim, the claimant may within 90 days
file a written request to the Committee, requesting a review of the denial of the
claim, which review shall include a hearing if deemed necessary by the Committee. In
connection with the claimant’s appeal of the denial of his/her claim, he/she may review
relevant documents and may submit issues and comments in writing.
	 
	 	5.3  	Decision Upon Review of Denial of Claim for Benefits. The Committee shall
render a decision on the claim review promptly, but no more than 60 days after the
receipt of the claimant’s request for review, unless special circumstances (such as the
need to hold a hearing) require an extension of time, in which case the 60 day period
shall be extended to 120 days. Such decision shall:






	 	(a)  	Include specific reasons for the decision;
	 
	 	(b)  	Be written in a manner calculated to be understood by the
claimant; and
	 
	 	(c)  	Contain specific references to the relevant Plan provisions
upon which the decision is based.
	 
	 	The decision of the Committee shall be final and binding in all respects on both the
Company and the claimant.





VI. ADMINISTRATION





	 	6.1  	In general, the Plan shall be administered by the Company.
	 
	 	6.2  	Administrative Rights, Powers, and Duties. The Company shall be responsible
for the management, operation, and administration of the Plan. In addition to any
powers, rights and duties set forth elsewhere in the Plan, the Company shall have the
following powers and duties:






	 	(a)  	To adopt such rules and regulations consistent with the
provisions of the Plan as it deems necessary for the proper and efficient
administration of the Plan;
	 
	 	(b)  	To administer the Plan in accordance with its terms and any
rules and regulations it establishes;
	 
	 	(c)  	To maintain records concerning the Plan sufficient to prepare
reports, returns and other information required by the Plan or by law;
	 
	 	(d)  	To construe and interpret the Plan and to resolve all questions
arising under the Plan;




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	 	(e)  	To direct the payment of benefits under the Plan, and to give
such other directions and instructions as may be necessary for the proper
administration of the Plan;
	 
	 	(f)  	To employ or retain agents, attorneys, actuaries, accountants
or other persons, who may also be employed by or represent the Company in
matters other than this Plan; and
	 
	 	(g)  	To be responsible for the preparation, filing and disclosure on
behalf of the Plan of such documents and reports as are required by any
applicable Federal or State law.






	 	6.3  	Information to be Furnished to Committee. The Company shall furnish the
Committee such data and information as it may require. The records of the Company
shall be determinative of each Participant’s period of employment, termination of
employment and the reason therefore, leave of absence, reemployment, Years of Service,
personal data, and Salary and Bonus reductions. Participants and their Beneficiaries
shall furnish to the Company such evidence, data, or information, and execute such
documents as it requests.






	 	6.4  	Responsibility. No employee of the Company, member of the Committee or of the
Board of Directors of the Company shall be liable to any person for any action taken or
omitted in connection with the administration of this Plan.





VII. AMENDMENT AND TERMINATION





	 	7.1  	Amendment. The Plan may be amended in whole or in part by the Company at any
time. Notice of any such amendment shall be given in writing to the Committee and to
each Participant and each Beneficiary of a deceased Participant. An amendment may not
decrease the value of a Participant’s Deferred Benefit Account.
	 
	 	7.2  	Company’s Right to Terminate. The Company or the Committee may terminate the
Plan and/or any Agreements pertaining to the Participant at any time after the Plan
Effective Date. In the event of any such termination, the Participant shall be
entitled to the amount of his/her Deferred Benefit Account determined under Section
3.8, using the Retirement Interest Yield as of the date of termination of the Plan
and/or his/her Agreement. Such benefit shall be paid to the Participant in quarterly
installments over a period of no 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.
	 
	 	7.3  	Change in Control. If there is a Change in Control, notwithstanding any other
provision of this Plan, any Participant or Beneficiary who has a Deferred Benefit
Account hereunder shall, at any time during an 18 month period immediately following a
Change in Control, have the right to request and be paid by the Company a lump sum
payment equal to 90% of the Participant’s remaining Deferred Benefit Account. The
remaining 10% of the Participant’s Deferred




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	 	   	Benefit Account shall be permanently forfeited and shall not be paid to, or in
respect of, the Participant. In the event no such request is made by a Participant,
the Plan and Agreement shall remain in full force and effect with respect to such
Participant.





VIII. MISCELLANEOUS





	 	8.1  	No Implied Rights: Rights on Termination of Service. 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 Company 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 subsequent to the Termination of Service of the Participant.
	 
	 	8.2  	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 whatsoever including, without limiting the generality of the foregoing any
specific funds, assets or other property which 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. Nothing contained in the Plan constitutes a guarantee by the
Company that the assets of the Company shall be sufficient to pay any benefit to any
person.
	 
	 	8.3  	No Employment Rights. Nothing herein shall constitute a contract 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. Nothing herein shall be construed as fixing or regulating the Salary
and Bonus payable to the Participant.
	 
	 	8.4  	Offset. If at the time payments or installments of payments are to be made
hereunder, the Participant or the Beneficiary or both are indebted or obligated to the
Company, then the payments remaining to be made to the Participant or the Beneficiary
or both may, at the discretion of the Company, be reduced by the amount of such
indebtedness or obligation, provided, however, that an election by the Company not to
reduce any such payment or payments shall not constitute a waiver of its claim for such
indebtedness or obligation.
	 
	 	8.5  	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




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	 	   	amounts payable shall be, prior to actual payment, subject to seizure or
sequestration for 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.
	 
	 	8.6  	Notice. Any notice required or permitted to be given under the Plan shall be
sufficient if in writing and hand delivered, or sent by registered or certified mail,
and if given to the Company, delivered to the principal office of the Company, directed
to the attention of the CEO. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark or the
receipt for registration or certification.
	 
	 	8.7  	Governing Laws. The Plan shall be construed and administered according to the
laws of the State of Illinois.





IN WITNESS WHEREOF, the Company has adopted and restated this Illinois Tool Works Inc. Executive
Contributory Retirement Income Plan on January 1, 1999, and as amended effective July 1, 2000 and
December 10, 2004.




ILLINOIS TOOL WORKS INC.




	 	 	 	 	 
	By:

	 	          /s/ Robert T. Callahan
	 	 
	

	 	 	 	 
	 
	Its:

	 	Senior Vice President, Human Resources	 	 







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