EXHIBIT 22

ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, ILLINOIS 60025
March 28, 1994

PROXY STATEMENT

For the Annual Meeting of Stockholders of Illinois Tool Works Inc.
To Be Held on May 6, 1994

ELECTION OF DIRECTORS

Eleven directors of the Company are to be elected to hold office until the
next Annual Meeting or until their successors are duly elected and qualified or
until their earlier resignation or removal. Edward F. Swift, a director of the
Company since 1972, is retiring from the Board of Directors as a result of
attaining the Company's mandatory retirement age for directors. The Board of
Directors thanks Mr. Swift for his services to the Company over the years. Susan
Crown has been recommended by the Nominating Committee, as well as by the Board
as a whole, to fill the vacancy created by Mr. Swift's retirement.

The favorable vote of the holders of a majority of the Common Stock present
in person or represented by proxy at the meeting is necessary to elect each of
the eleven directors. Votes withheld and abstentions are treated as votes
against the election of directors. Broker non-votes are treated as shares as to
which the beneficial holders have not granted voting power and, therefore, as
shares not entitled to vote. Unless otherwise directed, the proxies will be
voted at the meeting for the election of the persons listed below, or in the
event of an unforeseen contingency, for different persons as substitutes. Set
forth below are the name, age, principal occupation and other information
concerning each nominee.

Julius W. Becton, Jr. (67)
President, Prairie View A&M University since 1989. Mr. Becton served as
Director of the Federal Emergency Management Agency from 1985 to 1989 after 40
years of commissioned service in the U.S. Army, during which he attained the
rank of Lieutenant General. He is a director of Marine Spill Response
Corporation and Metters Industries, Inc., and has been a director of the
Company since 1992.

Silas S. Cathcart (67)
Former Chairman, Kidder, Peabody Group, Inc. (investment banking) from January
1989 through December 1989, Chairman and Chief Executive Officer from February
1988 to January 1989, and President and Chief Executive Officer from May 1987
to February 1988. In May 1986, Mr. Cathcart retired as Chairman of Illinois
Tool Works Inc., a position that he had held since 1972. Mr. Cathcart is a
director of Baxter International Inc., General Electric Company and The Quaker
Oats Company, and has been a director of the Company since 1964.

Susan Crown (35)
Vice President, Henry Crown and Company since 1984. Henry Crown and Company is
a family owned and operated company with investments in securities, real
estate, resort properties and manufacturing operations. Ms. Crown is a
director of Baxter International Inc. She also is a trustee and executive
committee member of Rush-Presbyterian-St. Luke's Medical Center in Chicago and
president and a director of the Juvenile Protective Association.

Richard M. Jones (67)
Former Chairman and Chief Executive Officer, Guaranty Federal Savings Bank
from 1989 to 1991. Mr. Jones was President of Sears, Roebuck and Co.
(diversified merchandise, insurance, real estate and financial services) from
1986 to 1988 and Chief Financial Officer from 1980 to 1988. Mr. Jones is a
director of Applied Power Inc., Baker, Fentress & Co., Guaranty Federal
Savings Bank and MCI Communications Corp., and has been a director of the
Company since 1988.

George D. Kennedy (67)
Chairman, Mallinckrodt Group Inc. (animal and human health) since 1991;
Chairman and Chief Executive Officer from 1986 to 1991. Mr. Kennedy is a
director of American National Can Corporation, Brunswick Corporation, Kemper
National Insurance Company, Kemper Corporation, Mallinckrodt Group Inc.,
Medical Care America, Inc., Scotsman Industries, Inc. and Stone Container
Corporation, and has been a director of the Company since 1988.

Richard H. Leet (67)
Former Vice Chairman, Amoco Corporation (oil and chemicals) from March 1991 to
October 1991 and Executive Vice President from 1983 through February 1991. Mr.
Leet is a director of Landauer, Inc. and Vulcan Materials Corp., and has been
a director of the Company since 1988.

Robert C. McCormack (54)
Partner, Trident Capital, Inc. (venture capital) since January 1993; Assistant
Secretary of the Navy from 1990 to 1993; Deputy Under Secretary of Defense
from 1987 to 1990; and Managing Director, Morgan Stanley & Co. Incorporated
(investment banking) from 1985 to 1987. Mr. McCormack has been a director of
the Company since 1993 and was previously a director from 1978 through 1987.

John D. Nichols (63)
Chairman and Chief Executive Officer of the Company since May 1986; President
and Chief Executive Officer from January 1982 to May 1986. Mr. Nichols is a
director of Household International, Inc., Philip Morris Cos., Inc., Rockwell
International Corporation and Stone Container Corporation. He has been a
director of the Company since 1981.

Phillip B. Rooney (49)
President and Chief Operating Officer, WMX Technologies, Inc. (environmental
services) since 1985; Chairman and Chief Executive Officer, Wheelabrator
Technologies Inc. (waste-to-energy) since 1990; and Chairman of the Board,
Rust International Inc. (engineering, design and construction services) since
January 1993. Mr. Rooney is a director of Caremark International Inc.,
Chemical Waste Management, Inc., Rust International Inc., The ServiceMaster
Company, Urban Shopping Centers, Inc., Waste Management International plc,
Wheelabrator Technologies Inc. and WMX Technologies, Inc. and has been a
director of the Company since 1990.

Harold B. Smith (60)
Chairman of the Executive Committee of the Company since 1982. Mr. Smith is a
director of W.W. Grainger, Inc. and Northern Trust Corporation and a trustee
of The Northwestern Mutual Life Insurance Company. He has been a director of
the Company since 1968.

Ormand J. Wade (54)
Former Vice Chairman, Ameritech Corp. (telecommunications products and
services) from 1989 to 1993; President of the Ameritech Bell Group from 1987
to 1989; and President and Chief Executive Officer, Illinois Bell Telephone
Company from 1982 through 1986. Mr. Wade is a director of Andrew Corporation,
NBD Bancorp, Inc. and Westell Inc. He has been a director of the Company since
1985.

DIRECTORS' COMPENSATION

Compensation for non-employee directors consists of a $25,000 annual fee
plus $1,000 for each Board of Directors meeting and committee meeting attended.
Committee Chairmen receive an additional $600 for each meeting chaired. The
Company's deferred fee plan permits non-employee directors to defer receipt of
all or any part of their fees. Amounts deferred are credited with interest at
current rates and are paid after an individual ceases to be a director. Retired
non-employee directors also receive an annual payment equal to one-half of the
annual retainer paid to an active director on the date of retirement so long as
the retired director serves the Company in an advisory capacity and refrains
from any activity adverse to the best interests of the Company.

In January 1992 all incumbent non-employee directors also received, pursuant
to a restricted stock grant program, 600 shares (as adjusted for the two-for-one
stock split) of the Company's Common Stock, one-third of which shares vest
annually on the anniversary dates of the grant, except that all shares vest on
the date of retirement in accordance with Board policy or on the date of death.
Non-employee directors elected to the Board after January 1992 received
proportionate awards pursuant to such program in January of the year following
their election to the Board. None of the restricted shares issued to
non-employee directors under this program may be sold or transferred prior to
January 2, 1995 so long as such non-employee director is still serving on the
Company's Board. The shares granted to the non-employee directors pursuant to
this program are included in the table under "Security Ownership."

SECURITY OWNERSHIP

The following table sets forth information regarding ownership of the
Company's Common Stock as of March 8, 1994 by each director and nominee for
director, by each of the named executive officers, by all directors, nominees
and executive officers as a group, and by other persons who, to the knowledge of
the Company, own of record or beneficially more than 5% of the outstanding
Common Stock of the Company.

AMOUNT AND NATURE
OF BENEFICIAL
NAME OF BENEFICIAL OWNER OR GROUP OWNERSHIP(1) PERCENT OF CLASS
--------------------------------- ------------------ ----------------

Directors and Nominees --
Julius W. Becton, Jr................................................... 400 *
Silas S. Cathcart...................................................... 220,974(2) *
Susan Crown............................................................ -- --
Richard M. Jones....................................................... 4,600 *
George D. Kennedy...................................................... 860 *
Richard H. Leet........................................................ 3,600 *
Robert C. McCormack.................................................... 7,285,400(3)(4) 6.4
Phillip B. Rooney...................................................... 4,600 *
Harold B. Smith........................................................ 19,802,290(4)(5) 17.5
Edward F. Swift........................................................ 11,800(6) *
Ormand J. Wade......................................................... 1,000 *
Executive Officers --
H. Richard Crowther.................................................... 189,448(7)(8) *
W. James Farrell....................................................... 57,436(7)(9) *
Robert H. Jenkins...................................................... 15,535(7)(10) *
John D. Nichols........................................................ 414,856(11) *
Frank S. Ptak.......................................................... 26,452(7) *
All Directors, Nominees and Executive Officers
as a Group (24 Persons)................................................ 20,937,358(7) 18.5
Other Principal Beneficial Owners --
Edward Byron Smith, Jr................................................. 7,607,256(4)(12) 6.7
The Northern Trust Company............................................. 21,800,516(13) 19.3
<FN>
- ---------
* Less than 1% of Class
(1) Unless otherwise noted, ownership is direct.
(2) Includes 17,920 shares owned by Mr. Cathcart's wife, for which he disclaims
beneficial ownership; 11,664 shares owned by a trust as to which Mr.
Cathcart has sole voting and investment power; 560 shares owned by a trust
as to which Mr. Cathcart shares voting and investment power; and 3,000
shares owned by a charitable organization of which Mr. Cathcart is
president and a director.
(3) Includes 3,760 shares held in a revocable living trust as to which Mr.
McCormack has sole voting and investment power, 200 shares owned in a trust
as to which he shares voting and investment power with The Northern Trust
Company and 7,281,240 shares as described in Footnote 4.
(4) Robert C. McCormack, Harold B. Smith, Edward Byron Smith, Jr. and The
Northern Trust Company are trustees of twelve trusts owning 7,281,240
shares as to which they share voting and investment power.
(5) Includes 151,338 shares held in a revocable living trust as to which Harold
B. Smith has sole voting and investment power, 11,053,216 shares owned in
twelve trusts as to which he shares voting and investment power with The
Northern Trust Company, 1,079,240 shares owned in seven trusts as to which
he shares voting and investment power, and 7,281,240 shares as described in
Footnote 4. In addition, Mr. Smith is a director of a charitable
organization that owns 45,256 shares.
(6) Includes 3,200 shares owned by Mr. Swift's wife, for which he disclaims
beneficial ownership.

(7) Includes shares covered by stock options exercisable within 60 days of
March 8, 1994 as follows: Mr. Crowther, 58,450; Mr. Farrell, 40,996; Mr.
Jenkins, 15,000; Mr. Ptak, 23,500; and all directors, nominees and
executive officers as a group, 265,196.
(8) Includes 130,998 shares held in a revocable living trust as to which Mr.
Crowther shares voting and investment power.
(9) Includes 2,212 shares held by Mr. Farrell as custodian for his minor
children.
(10) Includes 99 shares allocated to Mr. Jenkins' account in the Company's
savings and investment plan.
(11) Includes 363,838 shares held in a family partnership of which Mr. Nichols
is general partner and shares voting and investment powers, 7,200 shares
owned by Mr. Nichols' wife, for which Mr. Nichols disclaims beneficial
ownership, 6,148 shares held by Mrs. Nichols as custodian for their minor
children, for which he disclaims beneficial ownership, and 3,440 shares
allocated to Mr. Nichols' account in the Company's savings and investment
plan. In addition Mr. Nichols is co-trustee of a charitable foundation
which owns 28,630 shares. In September 1993, Mr. Nichols filed a Form 5 to
report a gift to this foundation of 31,130 shares of Common Stock (as
adjusted for the two-for-one stock split) on December 31, 1992. This was
his only transaction in 1992 reportable on Form 5, and such form should
have been filed in February 1993.
(12) Includes 10,874 shares owned in a trust as to which Edward Byron Smith, Jr.
has sole voting and investment power, 96,200 shares owned in a trust as to
which The Northern Trust Company has sole voting and investment power,
122,392 shares owned in three trusts as to which Mr. Smith shares voting
and investment power, and 7,281,240 shares as described in Footnote 4. Also
includes the following shares held for the benefit of Mr. Smith's minor
children: 65,190 shares owned in two trusts as to which The Northern Trust
Company has sole voting and investment power; 6,720 shares held in a trust
as to which Mr. Smith and his wife share voting and investment power; 9,320
shares held in a trust as to which Mr. Smith's wife and sisters share
voting and investment power; and 4,400 shares owned in two trusts as to
which Mr. Smith's sisters share voting and investment power.
(13) Includes its holdings as trustee described in Footnotes 3, 4, 5, and 12.
The Northern Trust Company and its affiliates act as sole fiduciary or
co-fiduciary of trusts and other fiduciary accounts which own an aggregate
of 21,800,516 shares. They have sole voting power with respect to 2,349,909
shares and share voting power with respect to 18,732,658 shares. They have
sole investment power with respect to 1,956,319 shares and share investment
power with respect to 19,727,903 shares. In addition, The Northern Trust
Company holds in other accounts, but does not beneficially own, 10,563,684
shares, resulting in aggregate holdings by The Northern Trust Company of
32,364,200 shares (28.6%).

Because of their holdings individually and as trustees, the holdings of
their immediate families and/or their positions with the Company, Robert C.
McCormack, Edward Byron Smith Jr. and Harold B. Smith may be deemed to be
"controlling persons" of the Company within the meaning of the Securities Act of
1933, as amended.

The Company maintains normal commercial banking relationships with The
Northern Trust Company, which also acts as the trustee under the Company's
pension plan and as the trustee and an investment manager of the Company's
savings and investment plan. The Northern Trust Company is a wholly owned
subsidiary of Northern Trust Corporation. Harold B. Smith, director of the
Company, is also a director of Northern Trust Corporation.

With respect to the addresses of beneficial owners of more than 5% of the
Company's Common Stock, The Northern Trust Company's address is 50 South LaSalle
Street, Chicago, IL 60675 and the address of each of the other principal
beneficial owners is c/o The Secretary, Illinois Tool Works Inc., 3600 West Lake
Avenue, Glenview, IL 60025.

EXECUTIVE COMPENSATION

The table below summarizes the compensation of the Chief Executive Officer
and the other four most highly compensated Executive Officers.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
---------------------------------------
AWARDS
----------------------
ANNUAL COMPENSATION SECURITIES
------------------------------------------------ RESTRICTED UNDERLYING PAYOUTS
NAME AND OTHER ANNUAL STOCK OPTIONS ---------------
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(1)(2) COMPENSATION($)(3) AWARDS($) (#)(4) LTIP PAYOUTS($)
- ---------------------- ---- ------------ -------------- ------------------ ---------- ---------- ---------------

John D. Nichols ...... 1993 600,000 567,600 -- -- 50,000 1,015,111(5)
Chairman and Chief 1992 580,584 530,900 -- -- -- 782,097(5)
Executive Officer 1991 516,664 435,000 -- -- -- 769,552(5)
H. Richard 1993 272,000 258,000 -- -- 42,708 --
Crowther ............
Vice Chairman 1992 263,651 250,000 -- -- 6,082 --
1991 245,412 167,700 -- -- 30,000 --
W. James Farrell ..... 1993 242,000 228,000 -- -- 36,996 --
Executive 1992 233,448 146,000 -- -- -- --
Vice President 1991 224,167 163,070 -- -- 20,000 --
Robert H. Jenkins .... 1993 200,000 177,000 -- -- 30,000 --
Executive 1992 186,805 150,000 -- -- -- --
Vice President 1991 175,000 87,675 -- -- 20,000 152,500(6)
Frank S. Ptak ........ 1993 180,000 177,000 -- -- 30,000 139,758(6)
Executive 1992 172,500 173,000 -- -- -- --
Vice President 1991 150,000 70,500 -- -- 15,000 42,166(6)

NAME AND ALL OTHER
PRINCIPAL POSITION COMPENSATION($)
- ---------------------- ---------------

John D. Nichols ...... 4,461(7)(8)
Chairman and Chief 6,866(7)
Executive Officer 6,667(7)
H. Richard 2,062(7)(8)
Crowther ............
Vice Chairman 6,866(7)
7,510(7)
W. James Farrell ..... 1,763(7)(8)
Executive 6,866(7)
Vice President 4,238(7)
Robert H. Jenkins .... 1,457(7)(8)
Executive 5,452(7)
Vice President 5,085(7)
Frank S. Ptak ........ 1,365(7)(8)
Executive 5,003(7)
Vice President 4,500(7)
<FN>
- ------------
(1) Includes any amounts deferred under the Company's 1993 Executive
Contributory Retirement Income Plan and/or the Savings and Investment Plan.
(2) Amounts awarded under the Executive Incentive Compensation Plan for the
respective years.
(3) Perquisites and other personal benefits, securities or property in the
aggregate do not exceed the threshold reporting level of the lesser of
$50,000 or 10% of total salary and bonus reported for the named executive
officer.
(4) Stock option grants have been adjusted where appropriate to reflect the 2
for 1 stock split effective June 1993.
(5) For 1993, the market value of 20,000 phantom stock units, the vesting of
which was approved by the Compensation Committee on February 18, 1994 to be
effective March 31, 1994, was $875,000 (as of March 8, 1994 for this
disclosure); and interest and dividends credited on 244,000 shares in the
Phantom Stock account totaled $140,111. For 1992, the market value at the
time of vesting (December 11, 1992) for 20,000 phantom stock units was
$628,750, and interest and dividends credited on 264,000 shares in Mr.
Nichols' Phantom Stock account during 1992 were $153,347. For 1991, the
market value at the time of vesting (March 31, 1992) of 20,000 phantom
stock units was $653,750, and interest and dividends credited on 244,000
shares in Mr. Nichols' Phantom Stock account during 1991 were $115,802. The
Compensation Committee previously authorized the distribution to Mr.
Nichols on December 31, 1992 of (i) the market value of and accrued
dividends and interest on the 20,000 phantom stock units vested for 1992
totaling $659,683, and (ii) the market value of and accrued dividends and
interest on 20,000 phantom stock units earned in 1991 totaling $668,567.
Other than the December 31, 1992 distribution referred to in the previous
sentence, all vested units and accrued interest and dividends are being
held for Mr. Nichols in his Phantom Stock account and have not been
distributed. Units have been adjusted where appropriate to reflect the 2
for 1 stock split effective June 1993.

(6) Cash and market value of Common Stock paid in 1993 and 1991 in respect of
performance share appreciation units granted under the Company's 1979 Stock
Incentive Plan for two three-year performance periods ended December 31,
1992 and 1990.
(7) Company matching contribution to the executive officer's account in the
Savings and Investment Plan. For 1993 the amounts are: Mr. Nichols, $4,143;
Mr. Crowther, $1,878; Mr. Farrell, $1,670; Mr. Jenkins, $1,381; and Mr.
Ptak, $1,243.
(8) Interest credited on deferred compensation in excess of 120% of the
Applicable Federal Long Term Rate: Mr. Nichols, $318; Mr. Crowther, $184;
Mr. Farrell, $93; Mr. Jenkins, $76; and Mr. Ptak, $122.

The table below sets forth, as to the Executive Officers listed in the
Summary Compensation Table, information with respect to options granted during
1993.

OPTION GRANTS IN 1993

INDIVIDUAL GRANTS(1)
------------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES AT ASSUMED ANNUAL RATES OF
UNDERLYING % OF TOTAL EXERCISE OR STOCK PRICE APPRECIATION
OPTIONS OPTIONS GRANTED BASE FOR OPTION TERM(2)
GRANTED TO EMPLOYEES PRICE EXPIRATION ----------------------------
NAME (#) IN 1993 ($/SH) DATE 0% ($) 5% ($) 10% ($)
- ------------------ ---------- --------------- ----------- ---------- ------ --------- ---------

John D. Nichols... 50,000(3) 7.5 36.375 12/10/03 0 1,144,000 2,899,000
H. Richard
Crowther......... 30,000(3) 4.5 36.375 12/10/03 0 686,000 1,739,000
12,708(4) 1.9 36.625 12/08/99 0 182,000 421,000
W. James
Farrell.......... 30,000(3) 4.5 36.375 12/10/03 0 686,000 1,739,000
6,996(4) 1.0 36.875 12/11/97 0 67,000 148,000
Robert H.
Jenkins.......... 30,000(3) 4.5 36.375 12/10/03 0 686,000 1,739,000
Frank S. Ptak..... 30,000(3) 4.5 36.375 12/10/03 0 686,000 1,739,000
<FN>
- ---------
(1) These grants contain a reload feature providing that if the exercise price
is paid by surrender of previously owned shares of Common Stock, a new
option in the amount of the shares surrendered will be granted. The
exercise price of the new option will be the market value of a share of
Common Stock on the date of grant. The new option will become exercisable
in one year, providing the shares acquired on exercise of the underlying
option are held for one year, and will expire on the same date as the
underlying option.
(2) The dollar amounts under these columns are the result of calculations at
0% and at the 5% and 10% rates set by the Securities and Exchange
Commission. They are therefore not intended to forecast possible future
appreciation, if any, of the Company's Common Stock price and do not
reflect any income tax liability of the individual recipients at the time
of exercise nor the time value of money. The Company did not use an
alternative formula for a grant date valuation, as the Company is not
aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors.
(3) These grants were made on December 10, 1993. The exercise price is the
closing market price of a share of Common Stock on the date of grant, and
the options become exercisable at the rate of 25% each year following the
first full year after the grant.
(4) These grants were made on February 23, 1993 (Mr. Crowther) and March 5,
1993 (Mr. Farrell) in connection with the exercise of previously granted
options containing a reload feature and have been adjusted for the 2 for 1
stock split effective June 1993.

The table below sets forth, as to the Executive Officers listed in the
Summary Compensation Table, information as to option exercises during 1993 as
well as the number and value of unexercised options as of December 31, 1993.

AGGREGATED OPTION EXERCISES IN 1993
AND 1993 YEAR-END OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT YEAR END (#) AT YEAR END ($)(1)
SHARES --------------------- --------------------
ACQUIRED ON VALUE EXER- UNEXER- EXER- UNEXER-
NAME EXERCISE(#) REALIZED($) CISABLE(2) CISABLE(2) CISABLE(2) CISABLE(2)
- ------------------------------ ----------- ----------- --------- --------- --------- ---------

John D. Nichols............... -- -- -- 50,000 -- 131,250
H. Richard Crowther........... 28,900 540,594 45,742 57,708 841,805 247,682
W. James Farrell.............. 16,000 232,000 34,000 46,966 532,000 186,117
Robert H. Jenkins............. -- -- 15,000 40,000 184,063 171,250
Frank S. Ptak................. -- -- 23,500 37,500 439,750 148,125
<FN>
- ---------
(1) Based on the year-end closing market price of the Company's Common Stock
($39.00).
(2) Adjusted where appropriate for the 2 for 1 stock split effective June
1993.

RETIREMENT PLANS

The Company's principal non-contributory defined benefit Pension Plan covers
substantially all employees of the parent company and certain domestic
subsidiaries. Executive Officers participate in this plan on the same basis as
do more than 10,000 other eligible employees. Benefit amounts are based on years
of service and average monthly compensation for the five highest consecutive
years out of the last ten years of employment. The Company did not make any
contributions to the Pension Plan during the year ended December 31, 1993.

The following table illustrates the maximum estimated annual benefits to be
paid upon normal retirement at age 65 under the formula described above to
individuals in specified compensation and years of service classifications. The
table does not reflect the limitations contained in the Internal Revenue Code of
1986 on benefit accruals under the Pension Plan. Under a plan adopted by the
Board of Directors, supplemental payments in excess of those limitations will be
made to participants designated by the Compensation Committee in order to
maintain benefits upon retirement at the levels provided under the Pension
Plan's formula.

ESTIMATED ANNUAL NORMAL RETIREMENT BENEFITS(1)
--------------------------------------------------------------------
YEARS OF SERVICE AT NORMAL RETIREMENT(2)
COMPENSATION(3) 10 15 20 25 30 35 40
- -------------------- -------- -------- -------- -------- -------- -------- --------

$ 300,000........... $ 49,500 $ 74,250 $ 99,000 $123,750 $148,500 $159,750 $171,000
400,000........... 66,000 99,000 132,000 165,000 198,000 213,000 228,000
600,000........... 99,000 148,500 198,000 247,500 297,000 319,500 342,000
800,000........... 132,000 198,000 264,000 330,000 396,000 426,000 456,000
1,000,000.......... 165,000 247,500 330,000 412,500 495,000 532,500 570,000
1,200,000.......... 198,000 297,000 396,000 495,000 594,000 639,000 684,000
1,400,000.......... 231,000 346,500 462,000 577,500 693,000 745,500 798,000
<FN>
- ---------
(1) Amounts shown exceed actual amounts by .65% of Social Security covered
compensation for each year of service up to 30 years.

(2) Years of service as of December 31, 1993 for the five most highly
compensated Executive Officers were as follows: Mr. Nichols, 24.2 years;
Mr. Crowther, 35.0 years; Mr. Farrell, 28.5 years; Mr. Jenkins, 14.6
years; Mr. Ptak, 18.1 years. The years of service for Mr. Nichols reflect
the Company's agreement to provide him pension benefits to which he
otherwise would be entitled if his service with certain previous employers
had been with the Company.
(3) Compensation includes all amounts shown under the columns "Salary" and
"Bonus" in the Summary Compensation Table.

The Company's 1982 Executive Contributory Retirement Income Plan provided
certain executives designated by the Compensation Committee the opportunity to
supplement their retirement benefits in exchange for salary reductions during
the four year period 1983 through 1986. Four of the five named Executive
Officers included in the Summary Compensation Table elected to have their
salaries reduced by 10%. During the period of salary reduction the executives
could not contribute to and did not receive the Company's matching contribution
in the Savings and Investment Plan. Under the 1982 Plan, annual benefits payable
beginning at the normal retirement age of 65 for 15 years are as follows: Mr.
Nichols, $107,658; Mr. Crowther, $62,477; Mr. Farrell, $113,529; and Mr.
Jenkins, $70,240.