1
                                                                   Exhibit 10(m)

                            Illinois Tool Works Inc.
                   Non-officer Directors' Fee Conversion Plan


         RESOLVED:  that

                  1. The Company establishes the "Non-officer Directors' Fee 
         Conversion Plan" ("Plan") pursuant to which each non-officer Director
         of the Company can elect that all or a portion of his or her retainer
         and meeting fees be paid in the form of shares of ITW Common Stock 
         ("ITW Shares");

                  2. An appropriate election shall be made annually, but may be
         rescinded at any time.

                  3. The number of ITW Shares to be issued to a Director shall
         be determined by dividing the dollar amount of the fee subject to the
         election by the closing price of ITW shares on the date such fee would
         have otherwise been paid in cash, as reported in the Wall Street
         Journal for such date or, if no sales of ITW Shares were reported for
         that date, on the most recent preceding date on which such stock was
         traded. Any fractional shares resulting from this calculation will be
         paid in cash; and

                  4. The Board shall have broad discretion to administer this
         Plan.

         FURTHER RESOLVED: that management is authorized to prepare and execute
         a Registration Statement and to file such Registration Statement with
         the Securities and Exchange Commission (the "SEC") for the registration
         under the Securities Act of 1933, as amended, of 50,000 ITW Shares to
         be offered under the Plan and to take any and all other actions
         (including the preparation of a prospectus summarizing the Plan
         underlying such Registration Statement) as may be necessary or
         desirable to cause the Registration Statement to be filed and to become
         effective; and

         FURTHER RESOLVED: that management is authorized to do or cause to have
         done any and all further acts, as management may, with the advice of
         counsel, deem necessary or desirable to carry out the purpose and
         intent of this resolution and to comply with all legal requirement
         relating thereto.