As of January 30, 2009, the Compensation Committee of our Board of Directors approved the form of stock option awards, restricted stock unit awards and qualifying restricted stock unit awards to be used in connection with annual award grants pursuant to the Illinois Tool Works 2006 Stock Incentive Plan.

The form of stock option grant was amended to define retirement as termination of employment after attaining age 62 and 10 years of service or age 65 with 5 years of service, and to limit vesting for grants made within a year of retirement. Only 25% of options granted within a year of retirement will become vested, and options granted more than a year before retirement will fully vest. Prior to the amendment, all outstanding options fully vested upon retirement. If employment terminates due to death or disability, options become fully vested.

The form of restricted stock unit, or RSU, provides for full "cliff" vesting three years from the date of grant, and upon vesting, the holder will receive one share of common stock of the Company for each vested RSU. 25% of RSUs granted within a year of retirement (defined the same as under stock option grants described above) will become vested, and those granted more than a year before retirement will fully vest upon retirement. If employment terminates due to death or disability, the RSUs will become fully vested.

The form of qualifying restricted stock unit, or QRSU, provides for full "cliff" vesting three years from the date of grant if the Compensation Committee certifies that the performance goals set with respect to the QRSU are met. Upon vesting, the holder will receive one share of common stock of the Company for each vested QRSU. Provided that the Compensation Committee certifies that the performance goals for the QRSU are met, 25% QRSUs granted within a year of retirement (defined the same as under stock option grants described above) will become vested, and those granted more than a year before retirement will fully vest upon retirement. If employment terminates due to death or disability, the QRSUs will become fully vested if the Compensation Committee determines that the QRSU performance goals are met.

The forms of stock option, RSU and QRSU awards are included as exhibits to this report.

(d) Exhibits

     Exhibit Number Exhibit Description
     99.1           Terms of Option Grant Pursuant to the Illinois Tool Works 2006
                    Stock Incentive Plan

     99.2           Terms of Restricted Stock Unit Grant Pursuant to the Illinois
                    Tool Works 2006 Stock Incentive Plan

     99.3           Terms of Qualifying Restricted Stock Unit Grant Pursuant to the
                    Illinois Tool Works 2006 Stock Incentive Plan