ITT INDUSTRIES INC
ITT INDUSTRIES EXCESS PENSION PLAN II
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>14
<FILENAME>y68158exv10w15.txt
<DESCRIPTION>ITT INDUSTRIES EXCESS PENSION PLAN II
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.15

                                 ITT INDUSTRIES

                             EXCESS PENSION PLAN II

                  AS AMENDED AND RESTATED AS OF JULY 13, 2004

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                      ITT INDUSTRIES EXCESS PENSION PLAN II

The ITT Excess Benefit Plan II (the "Plan") was effective as of January 1, 1988.
The purpose of the Plan was to provide those employees participating in the
Retirement Plan for Salaried Employees of ITT Corporation or any successor plan
thereto (the "Retirement Plan") benefits which would have been payable under the
Retirement Plan but for the limitations imposed on qualified plans by Section
415 of the Internal Revenue Code. Effective as of January 1, 1988, the ITT
Select Management Plan II was authorized by the Board of Directors of ITT
Corporation to pay supplemental benefits to certain select management highly
compensated employees who have qualified for benefits under the Retirement Plan.

As of December 19, 1995, the ITT Select Management Plan II was merged into the
ITT Excess Benefit Plan II and the surviving Plan was amended to accept the
liabilities under ITT Industries Excess Pension Plan I attributable to all
participants thereunder other than former or current Presidents, Chairmen, Chief
Executive Officers, Chief Operating Officers or Executive Vice Presidents of ITT
Industries, Inc. and was renamed the ITT Industries Excess Pension Plan II.

The Plan was amended, effective as of January 1, 2000, to reflect the changes in
the Retirement Plan formula.

Effective as of July 13, 2004, the Plan was amended and restated to make certain
administrative changes and to unify the definition of Acceleration Event with
other employee benefit plans of ITT Industries.

All benefits payable under this Plan, which is intended to constitute both an
unfunded excess benefit plan under Section 3(36) of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and a
nonqualified, unfunded deferred compensation plan for a select group of
management employees under Title I of ERISA, shall be paid out of the general
assets of the Company.

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                                 ITT INDUSTRIES

                             EXCESS PENSION PLAN II

                                TABLE OF CONTENTS

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ARTICLE I. DEFINITIONS ..................................................    1

ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS ...............    5

  2.01 PARTICIPATION ....................................................    5
  2.02 AMOUNT OF BENEFITS ...............................................    6
  2.03 VESTING ..........................................................    8
  2.04 PAYMENT OF BENEFITS ..............................................    8
  2.05 PAYMENT UPON THE OCCURRENCE OF AN ACCELERATION EVENT .............   10
  2 06 REEMPLOYMENT OF FORMER PARTICIPANT OR RETIRED PARTICIPANT ........   12

ARTICLE III. GENERAL PROVISIONS .........................................   13

  3.01 FUNDING ..........................................................   13
  3 02 DURATION OF BENEFITS .............................................   13
  3.03 DISCONTINUANCE AND AMENDMENT .....................................   13
  3.04 TERMINATION OF PLAN ..............................................   13
  3.05 PLAN NOT A CONTRACT OF EMPLOYMENT ................................   14
  3.06 FACILITY OF PAYMENT ..............................................   14
  3.07 WITHHOLDING TAXES ................................................   14
  3.08 NON-ALIENATION ...................................................   14
  3.09 FORFEITURE FOR CAUSE .............................................   15
  3.10 TRANSFERS ........................................................   15
  3.11 CLAIMS PROCEDURE .................................................   16
  3.12 CONSTRUCTION .....................................................   17

ARTICLE IV. PLAN ADMINISTRATION .........................................   18

  4.01 RESPONSIBILITY FOR BENEFIT DETERMINATION .........................   18
  4.02 DUTIES OF COMMITTEE ..............................................   18
  4.03 PROCEDURE FOR PAYMENT OF BENEFITS UNDER THE PLAN .................   18
</TABLE>

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                                 ITT INDUSTRIES

                             EXCESS PENSION PLAN II

                             ARTICLE I. DEFINITIONS

The following terms when capitalized herein shall have the meanings assigned
below.

1.01  ACCELERATION EVENT shall mean an event which shall occur if:

      (i)   a report on Schedule 13D shall be filed with the Securities and
            Exchange Commission pursuant to Section 13(d) of the Securities
            Exchange Act of 1934 (the "Act") disclosing that any person (within
            the meaning of Section 13(d) of the Act), other than the Corporation
            or a subsidiary of the Corporation or any employee benefit plan
            sponsored by the Corporation or a subsidiary of the Corporation, is
            the beneficial owner directly or indirectly of twenty percent (20%)
            or more of the outstanding Common Stock $1 par value, of the
            Corporation (the "Stock");

      (ii)  any person (within the meaning of Section 13(d) of the Act), other
            than the Corporation or a subsidiary of the Corporation, or any
            employee benefit plan sponsored by the Corporation or a subsidiary
            of the Corporation, shall purchase shares pursuant to a tender offer
            or exchange offer to acquire any Stock of the Corporation (or
            securities convertible into Stock) for cash, securities or any other
            consideration, provided that after consummation of the offer, the
            person in question is the beneficial owner (as such term is defined
            in Rule 13d-3 under the Act), directly or indirectly, of twenty
            percent (20%) or more of the outstanding Stock of the Corporation
            (calculated as provided in paragraph (d) of Rule 13d-3 under the Act
            in the case of rights to acquire Stock);

      (iii) the stockholders of the Corporation shall approve (A) any
            consolidation, business combination or merger involving the
            Corporation, other than a consolidation, business combination or
            merger involving the Corporation in which holders of Stock
            immediately prior to the consolidation, business combination or
            merger (x) hold fifty percent (50%) or more of the combined voting
            power of the Corporation (or the corporation resulting from the
            merger or consolidation or the parent of such corporation) after the
            merger and (y) have the same proportionate ownership of common stock
            of the Corporation (or the corporation resulting from the merger or
            consolidation or the parent of such corporation), relative to other
            holders of Stock immediately prior to the merger, business
            combination

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            or consolidation, immediately after the merger as immediately
            before, or (B) any sale, lease, exchange or other transfer (in one
            transaction or a series of related transactions) of all or
            substantially all the assets of the Corporation;

      (iv)  there shall have been a change in a majority of the members of the
            Board of Directors of the Corporation within a 12-month period
            unless the election or nomination for election by the Corporation'
            stockholders of each new director during such 12-month period was
            approved by the vote of two-thirds of the directors then still in
            office who (x) were directors at the beginning of such 12-month
            period or (y) whose nomination for election or election as directors
            was recommended or approved by a majority of the directors who were
            directors at the beginning of such 12-month period; or

      (v)   any person (within the meaning of Section 13(d) of the Act) (other
            than the Corporation or any subsidiary of the Corporation or any
            employee benefit plan (or related trust) sponsored by the
            Corporation or a subsidiary of the Corporation) becomes the
            beneficial owner (as such term is defined in Rule 13d-3 under the
            Act) of twenty percent (20%) or more of the Stock.

1.02  ANNUITY STARTING DATE shall mean a Participant's annuity starting date (as
      that term is defined in the Retirement Plan) with respect to benefits
      payable to him or on his behalf under the Retirement Plan. However, if an
      Acceleration Event occurs, the Annuity Starting Date of a Participant
      shall be the date such Acceleration Event occurs.

1.03  ASSOCIATED COMPANY shall mean any division, subsidiary or affiliated
      company of the Corporation not participating in the Plan which is an
      Associated Company, as defined in the Retirement Plan.

1.04  BENEFICIARY shall mean the person designated pursuant to the provisions of
      the Retirement Plan to receive benefits under said Retirement Plan after a
      Participant's death. In the absence of a beneficiary designation under the
      provisions of the Retirement Plan, the Participant's Beneficiary shall be
      his spouse, if any, or his estate.

1.05  BOARD OF DIRECTORS shall mean the Board of Directors of ITT Industries,
      Inc. or any successor thereto.

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                                                                          Page 3

1.06  CODE shall mean the Internal Revenue Code of 1986, as amended from time to
      time.

1.07  COMMITTEE shall mean the Pension Administration Committee under the
      Retirement Plan.

1.08  COMPANY shall mean the Corporation with respect to its employees and any
      Participating Unit (as that term is defined in the Retirement Plan)
      authorized by the Corporation to participate in the Plan with respect to
      its employees.

1.09  COMPANY PENSION PLAN shall mean any tax qualified defined benefit plan
      other than the Retirement Plan maintained by the Company, an Associated
      Company, New ITT or one of its associated companies, or ITT Hartford or
      one its associated companies.

1.10  CORPORATION shall mean ITT Industries, Inc., an Indiana corporation
      (successor by merger to and formerly known as ITT Corporation, a Delaware
      corporation), or any successor by merger, purchase or otherwise.

1.11  DEFERRED COMPENSATION PROGRAM shall mean any nonqualified deferred
      compensation plan maintained by the Company, an Associated Company, New
      ITT or one of its associated companies, or ITT Hartford or one of its
      associated companies.

1.12  ELIGIBLE EMPLOYEE shall mean a person who is a member of the Retirement
      Plan not eligible to participate in the ITT Industries Excess Pension Plan
      IA or IB.

1.13  ERISA shall mean the Employee Retirement Income Security Act of 1974, as
      amended from time to time.

1.14  EXCESS BENEFIT PORTION shall mean the portion of the Plan which is
      intended to constitute an unfunded excess benefit plan under Sections
      3(36) and 4(b)(5) of Title I of ERISA which provides benefits not
      otherwise payable under the Retirement Plan due to restrictions imposed by
      Section 415 of the Code.

1.15  ITT HARTFORD shall mean the ITT Hartford Group, Inc., a Delaware
      corporation, as constituted on and after December 18, 1995 and successor
      thereto by merger, purchase or otherwise.

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1.16  NEW ITT shall mean ITT Corporation, a Nevada corporation, as constituted
      on and after December 19, 1995, and any successor thereto by merger,
      purchase or otherwise.

1.17  PARTICIPANT shall mean an Eligible Employee who is participating in the
      Plan pursuant to Section 2.01 hereof.

1.18  PLAN shall mean the ITT Industries Excess Pension Plan II, as set forth
      herein or as amended from time to time.

1.19  PLAN YEAR shall mean the calendar year.

1.20  RETIREMENT PLAN shall mean the ITT Industries Salaried Retirement Plan
      (formerly known as the Retirement Plan for Salaried Employees of ITT
      Corporation), as amended from time to time.

1.21  SELECT MANAGEMENT PORTION shall mean the portion of the Plan, other than
      the Excess Benefit Portion, which is intended to constitute an unfunded
      deferred compensation plan for a select group of management or highly
      compensated employees under Title I of ERISA.

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                                                                          Page 5

            ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS

2.01  PARTICIPATION

(a)   An Eligible Employee shall participate in the Excess Benefit Portion of
      the Plan provided such Eligible Employee's annual retirement allowance or
      vested benefit at the time of payment under the Retirement Plan exceeds
      the limitations imposed by Code Section 415(b) (or prior to January 1,
      2000, Code Section 415(e)).

(b)   An Eligible Employee shall participate in the Select Management Portion of
      the Plan provided such Eligible Employee's annual retirement allowance or
      vested benefit at the time of payment under the Retirement Plan is

      (i)   limited by reason of the Code Section 401(a)(17) limitation on
            Compensation (as that term is defined in the Retirement Plan) or

      (ii)  reduced as a result of

            (1)   deferrals of Compensation under a Deferred Compensation
                  Program;

            (2)   the exclusion from Compensation of certain remuneration
                  customarily recognized as such but excluded as Compensation by
                  action of the Board of Directors (including, but not limited
                  to, the exclusion of any bonus which was paid in 1990 and in
                  early 1991 under an approved Company executive bonus plan for
                  services performed in 1990); or

            (3)   such other restrictions imposed by the Board of Directors with
                  respect to the determination of a Participant's retirement
                  allowance or vested benefit under the Retirement Plan.

(c)   (i)   A former Eligible Employee who was a Participant in the ITT Excess
            Benefit Plan II receiving benefit payments thereunder as of December
            18, 1995, shall continue to be a Participant in the Excess Benefit
            Portion of this Plan.

      (ii)  A former Eligible Employee who was a Participant in the ITT Select
            Management Plan II receiving benefit payments thereunder as of
            December 18, 1995, including those persons receiving benefit
            payments made pursuant to the provisions of the Enhanced Retirement
            Program which were restricted from payment under the Retirement
            Plan, shall continue to be a Participant in the Select Management
            Portion of this Plan.

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                                                                          Page 6

(d)   A Participant's participation in the Plan shall terminate upon the earlier
      of (i) the commencement of the Participant's participation in ITT
      Industries Excess Pension Plan IA or 1B or (ii) the Participant's death or
      other termination of employment with the Company and all Associated
      Companies, unless a benefit is payable under the Plan with respect to the
      Participant or his Beneficiary under the provisions of this Article II.

2.02  AMOUNT OF BENEFITS

As of each applicable Annuity Starting Date, a Participant's benefit under this
Article II shall be a monthly payment for the life of the Participant and shall
equal the excess, if any, of (a) over (b) as determined below:

(a)   the monthly retirement allowance or vested benefit which would have been
      payable for the Participant's lifetime under Section 4.02, 4.03, 4.04,
      4.05 or 4.06 of the Retirement Plan, whichever is applicable, commencing
      at that particular Participant's Annuity Starting Date and determined

      (i)   prior to the application of any offset required pursuant to Section
            4.10 or to an applicable Appendix of the Retirement Plan with
            respect to benefits payable under any other Company Pension Plan;

      (ii)  without regard to the provisions contained in Section 4.09 of the
            Retirement Plan relating to the maximum limitation on benefits;

      (iii) without regard to the limitation on Compensation resulting from the
            Annual Dollar Limit (as that term is defined in the Retirement
            Plan);

      (iv)  without regard to deferrals of Compensation made pursuant to a
            Deferred Compensation Program; and

      (v)   by recognizing as Compensation for purposes of calculating such
            Participant's Final Average Compensation (as that term is defined in
            the Retirement Plan) the payments in December 1990 and in early 1991
            of bonus under an approved Company executive bonus plan for services
            performed in 1990, with such payments deemed to have been paid for
            purposes of the Plan on January 2, 1991, and any other remuneration
            excluded by action of the Board of Directors;

      over

(b)   the sum of the following amounts:

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      (i)   the monthly retirement allowance or vested benefit which would have
            been payable for the Participant's lifetime under Section 4.02,
            4.03, 4.04, 4.05 or 4.06 of the Retirement Plan, whichever is
            applicable, commencing at that particular Participant's Annuity
            Starting Date and determined

            (1)   prior to the application of any offset required pursuant to
                  Section 4.10 or to an applicable Appendix of the Retirement
                  Plan with respect to benefits payable under any other Company
                  Pension Plan;

            (2)   with regard to the provisions contained in Section 4.09 of the
                  Retirement Plan relating to the maximum limitation on
                  benefits:

            (3)   with regard to the limitation on Compensation resulting from
                  the Annual Dollar Limit (as that term is defined in the
                  Retirement Plan); and

            (4)   by not recognizing as Compensation for purposes of calculating
                  such Participant's Average Final Compensation (as that term is
                  defined in the Retirement Plan) deferrals of Compensation made
                  pursuant to a Deferred Compensation Program, the payments in
                  December 1990 and in early 1991 of bonus under an approved
                  Company executive bonus plan for services performed in 1990,
                  with such payments deemed to have been paid for purposes of
                  the Plan on January 2, 1991, and any other remuneration
                  excluded by action of the Board of Directors; and

      (ii)  the amount of the benefit payable to the Participant under the ITT
            Corporation Excess Pension Plan II (or any successor plan thereto)
            or the ITT Hartford Excess Pension Plan II (or any successor plan
            thereto) with respect to any service which is recognized as Benefit
            Service for purposes of the computation of benefits under the
            Retirement Plan.

For purposes of this Section 2.02, if any benefit described in (b)(ii) above is
payable in a form other than a single life annuity commencing on the
Participant's Annuity Starting Date, such benefit shall be converted to a single
life annuity commencing on such date of Equivalent Actuarial Value (as defined
in the Retirement Plan).

If, after a Participant's Annuity Starting Date, changes to the Code or ERISA
permit the Retirement Plan to provide for payment of his retirement allowance or
vested benefit in an amount greater than that permissible at that particular
Annuity Starting Date, the Participant's monthly benefit under this Plan shall
be reduced by the portion of his retirement allowance or vested benefit
thereafter paid from the Retirement Plan.

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                                                                          Page 8

2.03  VESTING

(a)   A Participant shall be vested in, and have a nonforfeitable right to, the
      benefit payable under this Article II to the same extent as the
      Participant is vested in his Accrued Benefit (as that term is defined in
      the Retirement Plan) under the provisions of the Retirement Plan.

(b)   Notwithstanding any provision of this Plan to the contrary, in the event
      of an Acceleration Event, all Participants and their Beneficiaries shall
      become fully vested in the benefits provided under this Plan.

2.04  PAYMENT OF BENEFITS

(a)   RETIREMENT OR TERMINATION OF EMPLOYMENT EFFECTIVE PRIOR TO DECEMBER
      19, 1995

      Except as otherwise provided in Section 2.05 upon the occurrence of an
      Acceleration Event, any retired Participant or former Participant, whose
      employment ceased prior to December 19, 1995, and who was then receiving
      or then entitled to receive a retirement allowance or vested benefit,
      shall continue to receive or continue to be entitled to receive payments
      hereunder in accordance with the form, frequency and duration of benefit
      payments under the Retirement Plan as in effect on the date such
      employment ceased.

(b)   RETIREMENT OR TERMINATION OF EMPLOYMENT EFFECTIVE ON OR AFTER DECEMBER
      19, 1995

      (i)   Following a Participant's retirement or other termination of
            employment with the Company and all Associated Companies on or after
            December 19, 1995, other than by reason of death, the Participant
            shall receive the benefit payable under Section 2.02, to the extent
            vested pursuant to Section 2.03, in the same form and at the same
            time as the Participant receives his corresponding retirement
            allowance or vested benefit under the Retirement Plan. If the form
            of payment is other than a single life annuity over the life of the
            Participant, such benefit shall be adjusted as provided in Section
            4.07 of the Retirement Plan to reflect such different payment form.

      (ii)  Notwithstanding the foregoing provisions of clause (i) above,
            effective as of January 1, 2000, the portion of any Participant's
            benefit payable under Section 2.02 attributable to the PEP formula
            portion (as defined in Section 4.01(c) of the Retirement Plan) of
            such retirement allowance or vested benefit shall be payable in the
            form of a single lump sum payment. However, such Participant may,
            subject to the timing limitations and other restrictions as shall be
            prescribed by the Committee, elect by written notice to the

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                                                                          Page 9

            Committee to receive such PEP formula portion of his benefit in the
            same annuity form of payment as the Participant receives the
            remaining portion of his retirement benefit or vested benefit
            payable under Section 2.02 or as a single life annuity over the life
            of the Participant. Such lump sum payment shall be calculated on the
            same basis as provided in Section 4.07(b)(v) of the Retirement Plan
            using the IRS Mortality Table and IRS Interest Rate (as defined in
            the Retirement Plan).

(c)   DEATH IN PRIOR TO A PARTICIPANT'S ANNUITY STARTING DATE

      (i)   If a Participant entitled to a vested benefit under the Retirement
            Plan dies (1) while in active service with the Company or any
            Associated Company before meeting the eligibility requirements for
            an Automatic Pre-Retirement Survivor's Benefit under Section 4.08(b)
            of the Retirement Plan or (2) after terminating employment with
            entitlement to a vested benefit hereunder but prior to his Annuity
            Starting Date, the Participant's spouse shall receive a monthly
            payment for life commencing at the same time said spouse receives
            payment under the Automatic Vested Spouse's Benefit of the
            Retirement Plan. The amount of benefit payable hereunder to such
            spouse shall be equal to the monthly income which would have been
            payable to such spouse under Section 4.08(a) of the Retirement Plan
            based on the hypothetical benefit as calculated under Section 2.02
            hereof. Notwithstanding the foregoing, effective as of January 1,
            2000, the portion of any benefit payable under this clause (i)
            attributable to the PEP formula portion (as defined in Section
            4.01(c) of the Retirement Plan) of the benefit which would have been
            payable to the spouse based on the hypothetical benefit as
            calculated under Section 2.02 shall be payable in the form of a
            single lump sum payment; provided, however, the Participant may,
            subject to the timing limitation and other restrictions as shall be
            prescribed by the Committee, elect by written notice to the
            Committee to provide that his spouse shall receive such PEP portion
            of the benefit payable under this Section in the form of a life
            annuity over the life of the spouse. This lump sum payment shall be
            calculated on the same basis as provided in Section 4.08(a)(iii) of
            the Retirement Plan using the IRS Mortality Table and IRS Interest
            Rate (as defined in the Retirement Plan).

      (ii)  In the event a Participant who has satisfied the eligibility
            requirements for the Automatic Pre-Retirement Survivor's Benefit
            under Section 4.08(b) of the Retirement Plan, dies (1) while in
            active service with the Company and any Associated Company or (2)
            after his terminating employment but prior to his Annuity Starting
            Date, the Participant's

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                                                                         Page 10

            Beneficiary under Section 4.08(b) of the Retirement Plan shall
            receive a monthly payment for the life of the Beneficiary commencing
            at the same time the Beneficiary receives a survivor benefit under
            Section 4.08(b) of the Retirement Plan. The amount of benefit
            payable to such Beneficiary shall be equal to the monthly income
            which would have been payable to such Beneficiary under Section
            4.08(b) of the Retirement Plan based on the hypothetical benefit as
            calculated under Section 2.02 hereof. Notwithstanding the foregoing,
            effective as of January 1, 2000, the portion of any benefit payable
            under this clause (ii) attributable to the PEP formula portion (as
            defined in Section 4.01(c) of the Retirement Plan) of the benefit
            which would have been payable to the Beneficiary based on the
            hypothetical benefit as calculated under Section 2.02 shall be
            payable in the form of a single lump sum payment; provided, however,
            the Participant may, subject to the timing limitation and other
            restrictions as shall be prescribed by the Committee, elect by
            written notice to the Committee to provide that his Beneficiary
            shall receive such PEP formula portion of the benefit payable under
            this Section in the form of a life annuity over the life of the
            Beneficiary. This lump sum payment shall be calculated on the same
            basis as provided in Section 4.08(b)(iii) of the Retirement Plan
            using the IRS Mortality Table and IRS Interest Rate (as defined in
            the Retirement Plan).

2.05  PAYMENT UPON THE OCCURRENCE OF AN ACCELERATION EVENT

      Upon the occurrence of an Acceleration Event, (i) all retired Participants
      then receiving or then entitled to receive a retirement allowance under
      the Plan, (ii) all former Participants then receiving or then entitled to
      receive a vested benefit hereunder, and (iii) all Participants who are
      then still in active service shall automatically receive, in a single lump
      sum payment, the benefit remaining due as of the Acceleration Event to any
      such retired or former Participant or the benefit, if any, accrued by such
      active Participant up to the Acceleration Event and as determined under
      Section 2.02 hereof. The amount of such lump sum payment attributable to
      the PEP formula portion (as defined in Section 4.01(c) of the Retirement
      Plan) of the Participant's benefit payable under this Plan not in payment
      status as of the occurrence of an Acceleration Event shall be calculated
      on the same basis as provided in Section 4.07(b)(v) of the Retirement Plan
      using the IRS Mortality Table and IRS Interest Rate (as defined in the
      Retirement Plan) determined as if the date the Acceleration Event occurs
      is the Participant's Annuity Starting Date. The amount of the lump sum
      payment attributable to the remaining portion of the Participant's benefit
      payable under this Plan shall be calculated on an actuarial equivalent
      basis using (i) the interest rate assumption for immediate annuities, if
      the Participant has met the eligibility requirements to retire

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                                                                         Page 11

      under the Retirement Plan with an early, normal or postponed retirement
      allowance as of the Acceleration Event or is then in receipt of monthly
      payments under this Plan, otherwise using the interest rate assumption for
      deferred annuities to the earliest date he could have commenced payment of
      such benefit or, if it results in a larger lump sum, his Normal Retirement
      Date (as defined under the Retirement Plan) used by the PBGC for valuing
      benefits for single employer plans as published by the PBGC for the month
      in which such Acceleration Event occurs and (ii) the mortality table
      utilized as of the day immediately preceding the date the Acceleration
      Event occurs under the provisions of the Retirement Plan to calculate the
      amount of a small lump sum cashout. If the Participant is not in receipt
      of monthly benefit payments under this Plan as of the Acceleration Event,
      the calculation of a lump sum payment hereunder of the portion of the
      Participant's accrued benefit payable under this Plan not attributable to
      the PEP formula portion (as defined under Section 4.01(c) of the
      Retirement Plan) shall be based on the Participant's benefit payable under
      Section 2.02 not attributable to such PEP formula as if it were paid in
      the form of a single life annuity to the Participant commencing on the
      Participant's Annuity Starting Date; provided, however, if the Participant
      has not met the eligibility requirements to retire under the Retirement
      Plan with an early, normal or postponed retirement allowance, the
      calculation of such lump sum payment shall be based on the Participant's
      accrued benefit payable under Section 2.02 not attributable to such PEP
      formula as if it were paid in the form of a single life annuity to the
      Participant commencing on the earliest date he could have commenced
      payment of such benefit. In no event, however, shall the lump sum payment
      determined under the preceding sentence be less than the lump sum payment
      based on the Participant's accrued benefit payable under Section 2.02 not
      attributable to such PEP formula as if it were paid in the form of a
      single life annuity to the Participant commencing on his Normal Retirement
      Date. The calculation of a lump sum payment hereunder shall be made on the
      basis of the Participant's age (and Beneficiary's age, if applicable) at
      the Acceleration Event and without regard to the possibility of any future
      changes after the Acceleration Event in the amount of benefits payable
      hereunder because of future changes in the limitations referred to in
      Section 2.02. The lump sum payment shall be made as soon as possible on or
      after the Acceleration Event. In the event the Participant dies after such
      Acceleration Event but before receiving such payment, the lump sum payment
      shall be made to his Beneficiary. This lump sum payment represents a
      complete settlement of all benefits on the Participant's behalf under the
      Plan.

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                                                                         Page 12

2.06  REEMPLOYMENT OF FORMER PARTICIPANT OR RETIRED PARTICIPANT

      If a Participant who retired or otherwise terminated employment with the
      Company and all Associated Companies is reemployed as an employee by the
      Company or an Associated Company, any payment of benefit hereunder shall
      cease. Upon his subsequent retirement or termination, his retirement
      allowance or vested benefit shall be recomputed in accordance with the
      provisions of Section 4.12 of the Retirement Plan and any benefits then
      payable hereunder shall be reduced by the Equivalent Actuarial Value (as
      defined in the Retirement Plan) of any benefit previously paid under the
      Plan.

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                                                                         Page 13

                         ARTICLE III. GENERAL PROVISIONS

3.01  FUNDING

      All amounts payable in accordance with this Plan shall constitute a
      general unsecured obligation of the Company. Such amounts, as well as any
      administrative costs relating to the Plan, shall be paid out of the
      general assets of the Company.

3.02  DURATION OF BENEFITS

      Benefits shall accrue under the Plan on behalf of a Participant only for
      so long as (a) the provisions of Section 415 or 401(a)(17) of the Code
      limit the benefits that are payable under the Retirement Plan or (b) the
      deferrals of compensation under a Deferred Compensation Program or other
      restrictions referred to in Section 2.02 (such as the exclusion from
      Compensation of the bonus award paid in 1990 and in early 1991 under an
      approved Company executive bonus plan for services performed in 1990)
      reduce such benefits.

3.03  DISCONTINUANCE AND AMENDMENT

      The Board of Directors reserves the right to modify, amend, or discontinue
      in whole or in part, benefit accruals under the Plan at any time. However,
      no modification, amendment, or discontinuance shall adversely affect the
      right of any Participant to receive the benefits accrued as of the date of
      such modification, amendment or discontinuance and after the occurrence of
      an Acceleration Event, no modification or amendment shall be made to
      Sections 2.03 or 2.05. Notwithstanding the foregoing, following any
      amendment and except as provided in Article II with respect to lump sum
      payments hereunder, benefits may be adjusted as required to take into
      account the amount of benefits payable under the Retirement Plan after the
      application of the limitations referred to in Section 2.02, hereof.

3.04  TERMINATION OF PLAN

The Board of Directors reserves the right to terminate the Plan at any time,
provided, however, that no termination shall be effective retroactively. As of
the effective date of termination of the Plan,

(a)   the benefits of any Participant or Beneficiary whose benefit payments have
      commenced shall continue to be paid, but only to the extent such benefits
      are not otherwise payable under the Retirement Plan because of the
      limitations referred to in Section 2.02, and

<PAGE>

                                                                         Page 14

(b)   no further benefits shall accrue on behalf of any Participant whose
      benefits have not commenced, and such Participant and his Beneficiary
      shall retain the right to benefits hereunder; provided that, on or after
      the effective date of termination,

      (i)   the Participant is vested under the Retirement Plan and

      (ii)  such benefits are not at any time otherwise payable under the
            Retirement Plan because of the limitations imposed by IRC Section
            415 or Section 401(a)(17).

All other provisions of this Plan shall remain in effect.

3.05  PLAN NOT A CONTRACT OF EMPLOYMENT

      This Plan is not a contract of employment, and the terms of employment of
      any Participant shall not be affected in any way by this Plan or related
      instruments, except as specifically provided therein. The establishment of
      this Plan shall not be construed as conferring any legal rights upon any
      person for a continuation of employment, nor shall it interfere with the
      rights of the Company to discharge any person and to treat him without
      regard to the effect, which such treatment might have upon him under this
      Plan. Each Participant and all persons who may have or claim any right by
      reason of his participation shall be bound by the terms of this Plan and
      all agreements entered into pursuant thereto.

3.06  FACILITY OF PAYMENT

      In the event that the Committee shall find that a Participant is unable to
      care for his affairs because of illness or accident or is a minor or has
      died, the Committee may, unless claim shall have been made therefor by a
      duly appointed legal representative, direct that any benefit payment due
      him, to the extent not payable from a grantor trust, be paid on his behalf
      to his spouse, a child, a parent or other blood relative, or to a person
      with whom he resides, and any such payment so made shall be a complete
      discharge of the liabilities of the Company and the Plan therefor.

3.07  WITHHOLDING TAXES

      The Company shall have the right to deduct from each payment to be made
      under the Plan any required withholding taxes.

3.08  NONALIENATION

      Subject to any applicable law, no benefit under the Plan shall be subject
      in any manner to anticipation, alienation, sale, transfer, assignment,
      pledge, encumbrance or charge, and any attempt to do so shall be void, nor
      shall any such benefit be in any manner liable for or subject to

<PAGE>

                                                                         Page 15

      garnishment, attachment, execution or levy, or liable for or subject to
      the debts, contracts, liabilities, engagements or torts of the person
      entitled to such benefits.

3.09  FORFEITURE FOR CAUSE

      In the event that a Participant shall at any time be convicted of a crime
      involving dishonesty or fraud on the part of such Participant in his
      relationship with the Company or any Associated Company, all benefits that
      would otherwise be payable to him or to a Beneficiary under the Plan shall
      be forfeited.

3.10  TRANSFERS

(a)   Notwithstanding any Plan provision to the contrary, in the event the
      Corporation (i) sells, causes the sale of, or sold the stock or assets of
      any employing company in the controlled group of the Corporation to a
      third party or (ii) distributes or distributed to the holders of shares of
      the Corporation's common stock all of the outstanding shares of common
      stock of a subsidiary or subsidiaries of the Corporation, and, as a result
      of such sale or distribution, such company (or subsidiary) or its
      employees are no longer eligible to participate hereunder, the liabilities
      with respect to the benefits accrued under this Plan for a Participant
      who, as a result of such sale or distribution, is no longer eligible to
      participate in this Plan, shall, at the discretion and direction of the
      Corporation (and approval by the new employer), be transferred to a
      similar plan of such new employer and become a liability thereunder. Upon
      such transfer (and acceptance thereof by such new employer) the
      liabilities for such transferred benefits shall become the obligation of
      the new employer and the liability under this Plan for such benefits shall
      then cease.

(b)   Notwithstanding any Plan provision to the contrary, at the discretion and
      direction of the Corporation, liabilities with respect to benefits accrued
      by a Participant under a plan maintained by such Participant's former
      employer may be transferred to this Plan and upon such transfer shall
      become the obligation of the Company.

(c)   Notwithstanding any Plan provision to the contrary, if a Participant
      commences participation in ITT Industries Excess Pension Plan IA or IB
      ("Excess Pension Plan IA or 1B") any liability with respect to benefits
      accrued under this Plan on behalf of such Participant shall be transferred
      to Excess Pension Plan IA or 1B, whichever is appropriate, and the
      liability under this Plan for such

<PAGE>

                                                                         Page 16

      benefits shall cease as of the date the Participant commences
      participation in Excess Pension Plan IA or 1B.

3.11  CLAIMS PROCEDURE

(a)   SUBMISSION OF CLAIMS

      Claims for benefits under the Plan shall be submitted in writing to the
      Committee or to an individual designated by the Committee for this
      purpose.

(b)   DENIAL OF CLAIM

      If any claim for benefits is wholly or partially denied, the claimant
      shall be given written notice within 90 days following the date on which
      the claim is filed, which notice shall set forth

      (i)   the specific reason or reasons for the denial;

      (ii)  specific reference to pertinent Plan provisions on which the denial
            is based;

      (iii) a description of any additional material or information necessary
            for the claimant to perfect the claim and an explanation of why such
            material or information is necessary; and

      (iv)  an explanation of the Plan's claim review procedure.

      If special circumstances require an extension of time for processing the
      claim, written notice of an extension shall be furnished to the claimant
      prior to the end of the initial period of 90 days following the date on
      which the claim is filed. Such an extension may not exceed a period of 90
      days beyond the end of said initial period.

      If the claim has not been granted and written notice of the denial of the
      claim is not furnished within 90 days following the date on which the
      claim is filed, the claim shall be deemed denied for the purpose of
      proceeding to the claim review procedure.

(c)   CLAIM REVIEW PROCEDURE

      The claimant or his authorized representative shall have 60 days after
      receipt of written notification of denial of a claim to request a review
      of the denial by making written request to the Committee, and may review
      pertinent documents and submit issues and comments in writing within such
      60-day period.

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                                                                         Page 17

      Not later than 60 days after receipt of the request for review, the
      Committee shall render and furnish to the claimant a written decision,
      which shall include specific reasons for the decision and shall make
      specific references to pertinent Plan provisions on which it is based. If
      special circumstances require an extension of time for processing, the
      decision shall be rendered as soon as possible, but not later than 120
      days after receipt of the request for review, provided that written notice
      and explanation of the delay are given to the claimant prior to
      commencement of the extension. Such decision by the Committee shall not be
      subject to further review. If a decision on review is not furnished to a
      claimant within the specified time period, the claim shall be deemed to
      have been denied on review.

(d)   EXHAUSTION OF REMEDY

      No claimant shall institute any action or proceeding in any state or
      federal court of law or equity or before any administrative tribunal or
      arbitrator for a claim for benefits under the Plan until the claimant has
      first exhausted the procedures set forth in this section.

3.12  CONSTRUCTION

(a)   The Plan is intended to constitute both an excess benefit arrangement and
      an unfunded deferred compensation arrangement maintained for a select
      group of management or highly compensated employees within the meaning of
      Section 201(2), Section 301(a)(3), and Section 401(a)(1) of ERISA, and all
      rights under this Plan shall be governed by ERISA. Subject to the
      preceding sentence, the Plan shall be construed, regulated and
      administered under the laws of the State of New York, to the extent such
      laws are not superseded by applicable federal law.

(b)   The masculine pronoun shall mean the feminine wherever appropriate.

(c)   The illegality of any particular provision of this document shall not
      affect the other provisions and the document shall be construed in all
      respects as if such invalid provision were omitted.

(d)   The headings and subheadings in the Plan have been inserted for
      convenience of reference only, and are to be ignored in any construction
      of the provisions thereof.

<PAGE>

                                                                         Page 18

                        ARTICLE IV. PLAN ADMINISTRATION

4.01  RESPONSIBILITY FOR BENEFIT DETERMINATION

      The benefit of a Participant or Beneficiary under this Plan shall be
      determined by the Committee, as provided in Section 4.02 below.

4.02  DUTIES OF COMMITTEE

      The Committee shall calculate, in accordance with Article II, the benefit
      of each Participant, spouse or Beneficiary under the Plan. To the extent a
      Participant's, spouse's or Beneficiary's benefit are payable from the
      Plan, the Committee shall have full discretionary authority to resolve any
      question which shall arise under the Plan as to any person's eligibility
      for benefits, the calculation of benefits, the form, commencement date,
      frequency, duration of payment, or the identity of the Beneficiary. Such
      question shall be resolved by the Committee under rules uniformly
      applicable to all person(s) or employee(s) similarly situated.

4.03  PROCEDURE FOR PAYMENT OF BENEFITS UNDER THE PLAN

      With respect to any benefit to which a Participant, spouse or Beneficiary
      is entitled under this Plan, the Committee (i) shall direct the
      commencement of benefit payments hereunder in accordance with the
      applicable procedures established by the Corporation, the Company and/or
      the Committee regarding the disbursement of amounts from the general funds
      of the Corporation and (ii) shall arrange, in conjunction with any other
      applicable excess benefit plan, for the payment of benefits under the Plan
      and/or any other applicable excess benefit plan.

</TEXT>
</DOCUMENT>
