X0303 4 2010-10-20 0 0000049826 ILLINOIS TOOL WORKS INC ITW 0001180961 BRAILSFORD MARVIN D 3600 W. LAKE AVENUE GLENVIEW IL 60026 1 0 0 0 Common Stock 2010-10-20 4 A 0 362 46.56 A 23076 D Phantom Stock Units Common Stock 5004 5004 D Includes 9,257 shares of deferred stock under the ITW Directors' Deferred Fee Plan and 81 shares acquired under a dividend reinvestment plan as of October 20, 2010. Represents units of phantom stock under the Phantom Stock Plan for non-officers directors as of October 20, 2010. Each unit is equal in value to one share of common stock. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on the common stock. Marvin D. Brailsford by James H. Wooten, Jr., Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File 2010-10-22