ILLINOIS TOOL WORKS INC. NONQUALIFIED PENSION PLAN As Amended and Restated Effective January 1, 2008

Exhibit 10(p)

ILLINOIS TOOL WORKS INC. NONQUALIFIED PENSION PLAN

As Amended and Restated Effective January 1, 2008

     Illinois Tool Works Inc. hereby amends and restates, effective as of January 1, 2008, the ITW Nonqualified Pension Benefits Plan, originally established effective January 1, 1976, which is hereby renamed the “Illinois Tool Works Inc. Nonqualified Pension Plan.” The Company intends for the Plan to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable regulations (“Section 409A”), and to operate the Plan in good faith compliance with Section 409A during the Section 409A transition period and any extension thereof.

ARTICLE I.
DEFINITIONS

     Certain definitions utilized in this Plan are set forth below. Capitalized terms utilized in the Plan that are not defined below shall have the meanings set forth in the Qualified Plan.

     1.1 “ Actuarial Equivalent ” or “ Actuarial Equivalence ” means an equivalent form of payment of a Participant’s Supplemental Benefit. For purposes of converting a Supplemental Benefit to a form of payment offered under the Qualified Plan, Actuarial Equivalence will be determined using the Qualified Plan’s definition of Actuarial Equivalent.

     1.2 “ Beneficiary ” means the person so designated by a Participant 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. The Participant may also change his Beneficiary according to the methods prescribed by the Company, provided that no such change shall be allowed following commencement of payment.

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

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

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

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

     1.7 “ 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).

     1.8 “ 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.

     1.9 “ ECRIP ” means the Illinois Tool Works Inc. Executive Contributory Retirement Income Plan, as established effective April 1, 1993 and amended and restated effective January 1, 2008, and as amended from time to time thereafter.

     1.10 “ Eligible Executive ” means (i) any participant in ECRIP; (ii) any Company executive entitled to certain benefits under the Premark Supplemental Plan, to the extent of any Supplemental Benefit which is based on service through December 31, 2000, unless such person is an Eligible Executive under either (i) or (iii); and (iii) any other Company executive who is eligible to receive a Retirement Benefit, the amount of which is reduced by reason of the limitations on compensation or benefits under Code Sections 401(a)(17) or 415(b) and who is designated as a Participant by the CEO. 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”).

     1.11 “ Participant ” means any Eligible Executive and any former Eligible Executive, to whom or with respect to whom a Supplemental Benefit is payable.

     1.12 “ Plan ” means the Illinois Tool Works Inc. Nonqualified Pension Plan as amended from time to time.

     1.13 “ Qualified Plan ” means the ITW Retirement Accumulation Plan as amended from time to time.

     1.14 “ Retirement Benefit ” means the benefits payable to a Participant in the form of a single life annuity under the Qualified Plan as of his/her Separation from Service. A Participant’s Retirement Benefit shall include the value of any benefits paid or payable to an alternate payee pursuant to a qualified domestic relations order with respect to the Qualified Plan.

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

     1.16 “ Supplemental Benefit ” means the benefit payable to a Participant or Beneficiary pursuant to Article III of the Plan.

ARTICLE II.
PARTICIPATION

     An executive of the Company shall become a Participant effective either (i) as of the date on which he/she is notified by the Committee that he/she has become an Eligible Executive by designation by the CEO, (ii) as of the first date he/she is eligible to make deferrals under ECRIP following designation of eligibility for participation in ECRIP, or (iii) as of January 1, 2001, if the executive was entitled to Premark Supplemental Plan benefits. Prior to a Corporate Change, the CEO may determine that an individual who has been designated as a Participant shall cease to participate herein.

ARTICLE III.
SUPPLEMENTAL BENEFIT

     A Participant’s Supplemental Benefit shall be determined as of his/her Separation from Service by offsetting his/her actual Retirement Benefit against a hypothetical Retirement Benefit calculated under the then-applicable provisions of the Qualified Plan, including all benefit formulas, service credit, early retirement adjustments, vesting and eligibility requirements, actuarial factors and other calculation methods under any such plan but not any limits on benefits and compensation under Code Sections 415(b) and 401(a)(17), and as if there had been no deferrals under ECRIP. Notwithstanding the foregoing, a Participant’s Supplemental Benefit as determined above shall be adjusted as follows:

ARTICLE IV.
PAYMENT OF BENEFITS

     4.1 Commencement of Benefits . Except as provided in Section 4.2(c), payment of a Participant’s Supplemental Benefit shall commence on the first day of the month following his/her Separation from Service. A Participant’s or Beneficiary’s Supplemental Benefit that is being paid in the form of installments shall continue to be credited with interest using a reasonable rate of interest determined by the Committee.

     4.2 Payment Elections .