ITT INC. — Director's Dealing 2010

Jul 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2010-07-02

Reporting Person: Ramos Denise L (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-02	Common Stock	F	2642	$44.69	Disposed	36997	Direct

Footnotes

F1: Ms. Ramos received 18,930 shares of restricted stock on 7/2/2007 under the ITT 2003 Equity Incentive Plan. 6,000 shares vested on 7/2/2009; 2,918 shares were subject to a three-year restriction period and vested on 7/2/2010; and 6,000 shares vest on 7/2/2011. Vesting of these shares is accelerated upon termination of employment by the Company other than for cause.

In addition, 4,012 shares were subject to a three-year restriction period and vested on 7/2/2010. 2,642 shares represent the tax withholdings on vested shares.