Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On October 7, 2008, the Company's Board of Directors approved amendments, as recommended by the Compensation and Personnel Committee of the Board on October 6, 2008, to the ITT Excess Pension Plan IA, the ITT Excess Pension Plan IB and the ITT Excess Pension Plans IIA and IIB (collectively, the "Excess Pension Plans") of the Company to ensure that payouts of pension benefits upon a Change of Control of the Company comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. These amendments, which become effective on January 1, 2009, do not change the previously disclosed definition of Change in Control in the Excess Pension Plans but provide that payouts of pension amounts earned since January 1, 2005 require a Change in Control involving an acceleration event of 30% or more of the Company's outstanding stock.

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