Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On December 18, 2007, the Compensation and Personnel Committee of the Companys Board of Director
approved amendments to the ITT Excess Pension Plan IA and the ITT Excess Pension Plan IB (the
Excess Pension Plans IA and IB), the ITT Excess Pension Plan II (the Excess Pension Plan II),
the ITT Excess Savings Plan (the Excess Savings Plan), the ITT Deferred Compensation Plan (the
Deferred Compensation Plan) and the severance plans and policies of the Company and its
subsidiaries and other affiliates. The amendments to the Excess Pension Plans IA and IB, the
Excess Pension Plan II, the Excess Savings Plan and the Deferred Compensation Plan become effective
on January 1, 2008. The amendments to the severance plans and policies of the Company and its
subsidiaries and other affiliates become effective January 1, 2008 or on such later date as may be
determined by the Companys Senior Vice President, Director Human Resources.
The Excess Pension Plans IA and IB
. The amendments to the Excess Pension Plans IA and IB stop
additional participation in the plans after December 31, 2007, and make certain changes to the
plans payment and payment election provisions to comply with, and take advantage of transition
relief under, Section 409A of the Internal Revenue Code of 1986, as amended (the Code). The
amendments relating to Section 409A of the Code require a lump sum form of payment for certain
benefits under the plans, preclude participants from electing to receive certain of their benefits
in a lump sum or to change prior lump sum elections after June 30, 2008, allow participants to make
one-time changes to the time and form of payment of certain of their benefits in 2008 pursuant to
transition relief under Section 409A guidance and require a six month delay in the payment of
benefits under the plans following separation from service for reasons other than death or
disability. Any such delayed payments will (i) be made in the seventh month following the
participants separation from service, (ii) include a retroactive payment of any monthly annuity
payments due for the first six months following such separation of service, and (iii) be increased
by interest to reflect the delay in payments.
The Excess Pension Plan II
. The amendments to the Excess Pension Plan II provide that the plan
will be split into two plans, (i) one plan covering benefits that would be payable on a
participants behalf under the Companys qualified pension plan but for the limitations on benefits
imposed by Sections 415 and 401(a)(17) of the Code and (ii) one plan covering all remaining Excess
Plan II benefits not attributable to the excess benefits covered under the Excess Pension Plan IIA.
The Excess Savings Plan
. The amendments to the Excess Savings Plan eliminated instalments as a
form of payment and provided that, with respect to a participant who is considered a key employee
as determined by the Compensation and Personnel Committee of the Companys Board of Directors in
accordance with Section 409A, the distribution of such participants entire account due to his or
her separation from service for reasons other than death or disability will be paid in the seventh
month following his or her separation from service.
The Deferred Compensation Plan
. The amendments to the Deferred Compensation Plan provide that (i)
with respect to a participant who is considered a key employee as determined by the Compensation
and Personnel Committee of the Companys Board of Directors in accordance with Section 409A, the
distribution of the portion of such participants account subject to Code Section 409A due to the
participants separation from service for reasons other than death or disability will be paid in
the seventh month following his or her separation from service and (ii) participants must be
employed by the Company or one of its subsidiaries or affiliated companies on the first day of the
calendar year in order to make a deferral election under the provisions of the plan with respect to
any portion of his or her bonus earned in that calendar year.
The Severance Plans and Policies
. The severance plans and policies of the Company and its
subsidiaries and other affiliates were amended to eliminate the option of receiving all severance
payments in a single lump sum with respect to employees who are notified of their involuntary
termination after December 31, 2007.