X0303 4 2011-05-10 0 0000216228 ITT Corp ITT 0001193263 HAKE RALPH F C/O ITT CORPORATION 1133 WESTCHESTER AVENUE WHITE PLAINS NY 10604 1 0 0 0 Restricted Stock Units 2011-05-10 4 A 0 1288 0.00 A Common Stock 1288 1288 D Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. If settlement occurs on or after the date on which the Issuer distributes all of the shares of new standalone water-related and defense companies to the holders of the Issuer's Common Stock (the "Spin-off Date"), settlement may be made, at the discretion of the Issuer's Board of Directors, either in shares of the Issuer's Common Stock or in shares of common stock of one or more of the spun-off entities having an equivalent aggregate value (or in any combination thereof). The restricted stock units vest on the earlier of (1) March 15, 2012 and (2) the business day immediately prior to the Spin-off Date. /s/Burt M. Fealing, Secretary of ITT Corporation, by power of attorney for Ralph F. Hake 2011-05-12