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ILLINOIS TOOL WORKS INC Director's Dealing 2003

Dec 17, 2003

29921_dirs_2003-12-17_0a3bb5c0-892f-45cf-ad55-fc773be6ef11.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2003-12-16

Reporting Person: ZENTMYER HUGH J (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2003-12-16 Common Stock F 1677 $81.505 Disposed 26875 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
1995-12-08 Employee Stock Option $30.125 A 24000 Acquired 2005-12-08 Common Stock (24000) Direct
1997-12-12 Employee Stock Option $54.62 A 20000 Acquired 2007-12-12 Common Stock (20000) Direct
1998-12-11 Employee Stock Option $58.25 A 20000 Acquired 2008-12-11 Common Stock (20000) Direct
1999-12-17 Employee Stock Option $65.50 A 25000 Acquired 2009-12-17 Common Stock (25000) Direct
2000-12-15 Employee Stock Option $55.875 A 60000 Acquired 2010-12-15 Common Stock (60000) Direct
2001-12-14 Employee Stock Option $62.25 A 50000 Acquired 2011-12-14 Common Stock (50000) Direct

Footnotes

F1: Includes grant of restricted stock vesting over 3 year period: 12/16/2003, 12/16/2004, 12/16/2005.

F2: Includes 418 shares held in Hugh J. Zentmyer Revocable Trust - Hugh J. Zentmyer Trustee.

F3: Includes 7,709 shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan as of 12/12/03.

F4: Includes 325 shares held in a trust of which which I am the Trustee and in which a member of my immediate family has a pecuniary interest.

F5: Options vest in four equal annual installments beginning one year from date of grant.