ILLINOIS TOOL WORKS INC. EXECUTIVE CONTRIBUTORY RETIREMENT INCOME PLAN

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:

“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 .

     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).

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 .