December 12, 2008
Re: Required Modifications to Prior Annual Retainer Deferrals
This letter agreement will serve as an amendment to certain of your prior Deferral Election Forms and is
intended to bring those Deferral Election Forms into documentary compliance with Section 409A of the
Internal Revenue Code. Please read this letter carefully and if you agree to the amendment of the
applicable Deferral Election Forms, please sign where indicated and return to me as soon as possible, but
in no event later than December 31, 2008.
Dear [ ]:
Section 409A of the Internal Revenue Code imposes significant, adverse taxes on individuals whose
compensation is deferred (including accelerated income tax recognition and imposition of a 20% additional tax
and interest) if the terms of the governing deferred compensation plan or agreement do not comply with
Section 409A and related regulations by the end of 2008.
As part of our review of compensation plans for compliance with Section 409A, we have determined that the
Deferral Election Forms relating to annual retainers deferred after 2004 (the “Deferral Agreements”) should be
amended to help ensure they comply with Section 409A. 1
Your Deferral Agreements will be amended to comply with Section 409A by making them subject to the
terms and conditions of the ITT Corporation Deferred Compensation Plan for Non-Employee Directors, which
was adopted on October 7, 2008 (the “Plan”). Once subject to the terms and conditions of the Plan, if there is a
conflict between the terms and conditions of the Deferral Agreements and the Plan, the terms and conditions of
the Plan will govern.
Description of Section 409A Amendments
The terms of the Plan are more restrictive than the terms of your Deferral Agreements in a few respects.
Following is a description of two noteworthy changes that will be made to your
Mr./Ms. [ ]
[ ], 2008