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ITT INC. Director's Dealing 2009

Sep 23, 2009

30448_dirs_2009-09-23_bbf95e62-de19-4302-bf8c-8a94d949664b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT CORP (ITT)
CIK: 0000216228
Period of Report: 2009-09-19

Reporting Person: McClain Gretchen W (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-09-19 Common Stock F 4686 $51.59 Disposed 83731 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 116 Indirect

Footnotes

F1: 24,000 shares of Restricted Stock (12,000 shares prior to the February 21, 2006 2-for-1 stock split) were awarded on September 19, 2005. The award of Restricted Stock vests in installments of 6,000 shares after each of the second and third anniversaries of date of grant and 12,000 shares after four years from date of grant. The restricted stock grant was awarded under the ITT 2003 Equity Incentive Plan.

Total includes 70,668 shares of Restricted Stock, 5,001 shares held directly and 748 shares acquired through the Direct Sale and Dividend Reinvestment Plan reflecting accumulations through 9/18/2009.

F2: As of 9/18/2009.