EXHIBIT 3 (C)
[ITT INDUSTRIES LOGO]
ITT INDUSTRIES, INC.
1.1 Place of Shareholders' Meetings. All meetings of the shareholders of the Corporation shall be held at such
place or places, within or outside the state of Indiana, as may be fixed by the Corporation's Board of Directors
(the "Board", and each member thereof a "Director") from time to time or as shall be specified in the respective
1.2 Day and Time of Annual Meetings of Shareholders. An annual meeting of shareholders shall be held at such
place (within or outside the state of Indiana), date and hour as shall be determined by the Board and designated
in the notice thereof. Failure to hold an annual meeting of shareholders at such designated time shall not affect
otherwise valid corporate acts or work a forfeiture or dissolution of the Corporation.
1.3 Purposes of Annual Meetings. (a) At each annual meeting, the shareholders shall elect the members of the
Board for the succeeding term. At any such annual meeting any business properly brought before the meeting
may be transacted.
(b) To be properly brought before an annual meeting, business must be
(i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Board, (ii)
otherwise properly brought before the meeting by or at the direction of the Board or (iii) otherwise properly
brought before the meeting by a shareholder. For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given written notice thereof, either by personal delivery or by United
States mail, postage prepaid, to the Secretary, received at the principal executive offices of the Corporation, not
less than 120 calendar days prior to the date of the Corporation's proxy statement released to shareholders in
connection with the previous year's annual meeting; provided, however, that in the event that no annual meeting
was held in the previous year or the date of th