ITT INDUSTRIES, INC. 1996 RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
ARTICLE I -- PLAN ADMINISTRATION AND ELIGIBILITY
The purpose of the ITT Industries 1996 Restricted Stock Plan for Non-Employee Directors (the "Plan") is to
attract and retain persons of ability as Directors of ITT Industries, Inc. (the "Company") and to provide them with
a closer identity with the interests of the Company's stockholders by paying the Annual Retainer in common stock
of the Company.
The Plan shall be administered by the Compensation and Personnel Committee of the Board of Directors
(hereinafter referred to as the "Committee"). The Committee shall have the responsibility of interpreting the Plan
and establishing and amending such rules and regulations necessary or appropriate for the administration of the
Plan. All interpretations of the Plan or any Restricted Stock awards issued under it shall be final and binding upon
all persons having an interest in the Plan. No member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to this Plan or any award granted hereunder.
Directors of the Company who are not employees of the Company or any of its subsidiaries shall be eligible to
participate in the Plan.
1.4 STOCK SUBJECT TO THE PLAN
(a) The maximum number of shares which may be granted under the Plan shall be 100,000 shares of common
stock of the Company (the "Stock").
(b) If any Restricted Stock is forfeited by a Director in accordance with the provisions of Section 2.2(c), such
shares of Restricted Stock shall be restored to the total number of shares available for grant pursuant to the Plan.
(c) Upon the grant of a Restricted Stock award the Company may distribute newly issued shares or treasury
ARTICLE II -- RESTRICTED STOCK
2.1 RESTRICTED STOCK AWARDS
Restricted Stock awards shall be made automatically on the date of the Annual Meeting of Stockholders, to each