ITT INC. — Director's Dealing 2013

Mar 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2013-03-22

Reporting Person: Klettner Janice (VP, CAO and Asst. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-22	Common Stock	M	13543	$21.6446	Acquired	51492	Direct
2013-03-22	Common Stock	S	13543	$29.096	Disposed	37949	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-22	Employee Stock Option (Right to Buy)	$21.6446	M	13543	Disposed	2014-03-07	Common Stock (13543)	Direct

Footnotes

F1: This price represents the approximate weighted average price per share of common stock (each, a "Share") of ITT Corporation (the "Issuer"), of sales that were executed at prices ranging from $29.01 to $29.21 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F2: These options are fully vested and exercisable.