Amendment to Illinois Tool Works Inc. Directors' Deferred Fee Plan (February 8, 2008)

Summary

This amendment, made by the Board of Directors of Illinois Tool Works Inc., updates the Directors' Deferred Fee Plan. The main change is a revised definition of "Fair Market Value" for company stock, now set as the closing market price on the New York Stock Exchange as reported in The Wall Street Journal, or the most recent prior trading day if no sales occurred on the relevant date. The amendment clarifies how deferred fees are valued for directors participating in the plan.

EX-10.(J) 3 c23108exv10wxjy.htm AMENDMENT TO THE DIRECTORS' DEFERRED FEE PLAN exv10wxjy

Exhibit 10(j)

AMENDMENT TO THE ILLINOIS TOOL WORKS INC.
DIRECTORS’ DEFERRED FEE PLAN

This Amendment to the Illinois Tool Works Inc. Directors’ Deferred Fee Plan (the “Plan”) is made as of the 8^th day of February, 2008 by the Board of Directors of Illinois Tool Works Inc. (the “Company”).

R E C I T A L S

The Plan, which was approved by the Board of Directors on February 9, 2007, established effective May 5, 2006, is an amendment and restatement of, and replacement by merger for: (i) the Company’s Outside Directors’ Deferred Fee Plan, as established effective December 12, 1980; and (ii) the deferral provisions of the Company’s Non-Officer Directors’ Fee Conversion Plan, as approved by the Board on February 19, 1999 and amended December 15, 2000. All capitalized terms not defined herein shall have the same meaning as in the Plan.

A M E N D M E N T

The Definition of “Fair Market Value” in Section 1.13 of the Plan is hereby amended and superseded in its entirety to provide as follows:

Fair Market Value: The closing market price of Common Stock on the relevant date, as reported in the New York Stock Exchange section (or any successor thereto) of The Wall Street Journal, or, if no sales of Common Stock were reported for that date, on the most recent preceding date on which Common Stock was traded.