EX-4.2






Exhibit 4.2



THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN. UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A
NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




 









 








			
	No. R-1
	 	Principal Amount $500,000,000

CUSIP No. 450679BX2






ITT CORPORATION




6.125% SENIOR NOTES DUE 2019




     ITT CORPORATION, an Indiana corporation (herein called the “Company”, which term includes any
successor corporation under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $500,000,000 on
May 1, 2019, and to pay interest on said principal sum semi-annually on May 1 and November 1 of
each year, commencing November 1, 2009, at the rate of 6.125% per annum from May 1, 2009, or from
the most recent date in respect of which interest has been paid or duly provided for, until payment
of the principal sum has been made or duly provided for.



     The interest so payable and punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Record Date for such Interest
Payment Date, which shall be the April 15 or October 15 (whether or not a Business Day) next
preceding such Interest Payment Date. Any such interest that is payable but is not so punctually
paid or duly provided for shall forthwith cease to be payable to the registered Holder on such
Record Date and may either be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes not earlier than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed and upon such notice as may be required by such exchange, if such
manner of payment shall be deemed practical by the Trustee, all as more fully provided in the
Indenture.



     Payment of the principal of and interest on this Note will be made at the Place of Payment in
such coin or currency of the United States as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payments of interest may be made at the option of
the Company by checks mailed to the addresses of the Persons entitled thereto as such addresses
shall appear in the Security Register or by wire transfer to an account maintained by the payee of
a bank located in the United States.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth at this place.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by manual or
facsimile signature.



	 	 	 	 	 
	Dated:      May 1, 2009 	ITT CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	UNION BANK, N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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REVERSE OF NOTE




ITT CORPORATION




6.125% SENIOR NOTE DUE 2019





     This Note is one of a duly authorized issue of debentures, notes or other evidences of
indebtedness of the Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of May 1, 2009 (herein called the “Indenture”), between
the Company and Union Bank, N.A., as Trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of the Company, the
Trustee, and the Holders of the Securities, the terms upon which the Securities are, and are to be,
authenticated and delivered, and the definition of capitalized terms used herein and not otherwise
defined herein. The Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may be denominated in different currencies, may
mature at different times, may bear interest (if any) at different rates (which rates may be fixed
or variable), may be subject to different redemption provisions (if any), may be subject to
different sinking, purchase, or analogous funds (if any), may be subject to different covenants and
Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a
series of Securities of the Company designated as set forth on the face hereof (herein called the
“Notes”), initially limited in aggregate principal amount to $500,000,000.



Optional Redemption




     The Notes shall be redeemable as a whole or in part, at the Company’s option at any time and
from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount
of such Notes and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted
to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 50 basis points, plus in each case accrued and unpaid interest to
the date of redemption.



     Except as otherwise provided herein, redemption of the Notes shall be made in accordance with
the terms of Article 11 of the Indenture.



     “Comparable Treasury Issue” means the United States Treasury security or securities selected
by an Independent Investment Banker as having an actual or interpolated maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
a comparable maturity to the remaining term of such Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.



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     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company and reasonably acceptable to the Trustee.



     “Reference Treasury Dealer” means each of any four primary U.S. Government securities dealers
in the United States of America selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York time on
the third Business Day preceding such redemption date.



     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption date.



Repurchase Upon Change of Control Triggering Event




     If a Change of Control Triggering Event (as defined below) occurs, unless the Company has
exercised its right to redeem the Notes as described above, the Company will be required to make an
offer to repurchase all or, at the Holder’s option, any part (equal to $2,000 or any multiple of
$1,000 in excess thereof), of each Holder’s Notes pursuant to the offer described below (the
“Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the
Company will be required to offer payment in cash equal to 101% of the aggregate principal amount
of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to, but
not including, the date of purchase (the “Change of Control Payment”).



     Within 30 days following any Change of Control Triggering Event or, at the Company’s option,
prior to any Change of Control, but after public announcement of the transaction that constitutes
or may constitute the Change of Control, a notice will be mailed to Holders of the Notes describing
the transaction that constitutes or may constitute the Change of Control Triggering Event and
offering to repurchase such Notes on the date specified in the notice, which date will be no
earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of
Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of
Control, will state that the Change of Control Offer is conditioned on the Change of Control
Triggering Event occurring on or prior to the Change of Control Payment Date.



     On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:



     (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change
of Control Offer;



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     (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect
of all Notes or portions of Notes properly tendered; and



     (c) deliver or cause to be delivered to the Trustee the Notes properly accepted together with
an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being
purchased by the Company.



     The Paying Agent will be required to promptly mail, to each Holder who properly tendered
Notes, the purchase price for such Notes, and the Trustee will be required to promptly authenticate
and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each
new Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof.



     The Company will not be required to make a Change of Control Offer upon a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer made by the Company and such third party purchases
all Notes properly tendered and not withdrawn under its offer. In the event that such third party
terminates or defaults its offer, the Company will be required to make a Change of Control Offer
treating the date of such termination or default as though it were the date of the Change of
Control Triggering Event.



     In addition, the Company will not repurchase any Notes if there has occurred and is continuing
on the Change of Control Payment Date an Event of Default under the Indenture, other than a default
in the payment of the Change of Control Payment upon a Change of Control Triggering Event.



     “Change of Control” means the occurrence of any one of the following: (1) the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger,
amalgamation, arrangement or consolidation), in one or a series of related transactions, of all or
substantially all of the Company’s properties or assets and those of the Company’s subsidiaries,
taken as a whole, to one or more persons, other than to the Company or one of the Company’s
subsidiaries; (2) the first day on which a majority of the members of the Board of Directors is not
composed of Continuing Directors (as defined below); (3) the consummation of any transaction
including, without limitation, any merger, amalgamation, arrangement or consolidation the result of
which is that any person becomes the beneficial owner, directly or indirectly, of more than 50% of
the Company’s Voting Stock; (4) the Company consolidates with, or merges with or into, any person,
or any person consolidates with, or merges with or into, the Company, in any such event pursuant to
a transaction in which any of the outstanding Voting Stock of the Company or of such other person
is converted into or exchanged for cash, securities or other property, other than any such
transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such
transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of
the surviving person immediately after giving effect to such transaction; or (5) the adoption of a
plan relating to the Company’s liquidation or dissolution (other than the Company’s liquidation
into a newly formed holding company). Notwithstanding the foregoing, a transaction described in
clause (3) above will not be deemed to involve a Change of Control if (1) the Company becomes a
direct or indirect wholly-owned subsidiary of a



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holding company (which will include a parent company) and (2)(A) the direct or indirect
holders of the Voting Stock of such holding company immediately following that transaction are
substantially the same as, and hold in substantially the same proportions as, the holders of the
Company’s Voting Stock immediately prior to that transaction or (B) immediately following that
transaction no person (other than a holding company satisfying the requirements of this sentence)
is the beneficial owner, directly or indirectly of more than 50% of the then outstanding Voting
Stock, measured by voting power, of such holding company. Following any such transaction,
references in this definition to the Company shall be deemed to refer to such holding company. For
the purposes of this definition, “person” and “beneficial owner” have the meanings used in Section
13(d) of the Exchange Act.



     “Change of Control Triggering Event” means the Notes cease to be rated Investment Grade by
each of the Rating Agencies on any date during the 60-day period (the “Trigger Period”) commencing
upon the earlier of (1) the first public announcement of the Change of Control or the Company’s
intention to effect a Change of Control and (2) the consummation of such Change of Control, which
Trigger Period will be extended following consummation of a Change of Control for so long as the
rating of the Notes is under publicly announced consideration for possible downgrade by any of the
Rating Agencies. Unless at least one Rating Agency is providing a rating for the Notes at the
commencement of any Trigger Period, the Notes will be deemed to have ceased to be rated Investment
Grade during that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering
Event will all be deemed to have occurred in connection with any particular Change of Control
unless and until such Change of Control has actually been consummated.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors who (1) was a member of the Board of Directors on the issue date of the Notes; or (2) was
nominated for election, elected or appointed to the Board of Directors with the approval of a
majority of the Continuing Directors who were members of the Board of Directors at the time of such
nomination, election or appointment (either by a specific vote or by approval by such directors of
the Company’s proxy statement in which such member was named as a nominee for election as a
director).



     “Fitch” means Fitch Inc., and its successors.



     “Investment Grade” means a rating equal to or higher than BBB- (or the equivalent) by Fitch,
Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P, and the equivalent
investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by
the Company.



     “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its
successors.



     “Rating Agencies” means (a) each of Fitch, Moody’s and S&P; and (b) if any of the Rating
Agencies ceases to provide rating services to issuers or investors, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange
Act that is selected by the Company (as certified by the Company’s Chief



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Executive Officer or Chief Financial Officer) as a replacement for Fitch, Moody’s or S&P, or
all of them, as the case may be.



     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.



     “Voting Stock” of any specified person as of any date means the capital stock of such person
that is at the time entitled to vote generally in the election of the board of directors of such
person.



Defeasance




     The Indenture contains provisions for defeasance at any time of the entire principal of all
the Securities of any series upon compliance by the Company with certain conditions set forth
therein.



     Certain of the Company’s obligations under the Indenture with respect to the Notes may be
terminated if the Company irrevocably deposits with the Trustee money or U.S. Government
Obligations or Equivalent Government Securities sufficient to pay and discharge the entire
indebtedness on the Indenture.



Events of Default




     If an Event of Default with respect to the Notes shall occur and be continuing, the principal
amount hereof may be declared due and payable or may be otherwise accelerated in the manner and
with the effect provided in the Indenture.



Payment




     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.



Amendments




     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal amount of the
Securities at the time Outstanding of each series to be affected by such amendment or modification.
The Indenture also contains provisions permitting the Holders of not less than a majority of the
aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any



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Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.



Transfer, Registration and Exchange




     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registerable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any Place of Payment duly
endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed, by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.



     No service charge shall be made for any such registration or transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to the presentment of this Note for registration of transfer, the Company, the Trustee,
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Note is overdue, and neither the Company, the Trustee, nor any
such agent shall be affected by notice to the contrary.



Other Terms




     The Indenture contains provisions setting forth certain conditions to the institution of
proceedings by Holders of Securities with respect to the Indenture or for any remedy under the
Indenture.



     The Notes are issuable only in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of different authorized denominations as requested by the Holder surrendering the same.



     The Notes are not subject to a sinking fund.



     This Note shall be governed by, and construed in accordance with, the laws of the State of New
York.



     All terms used in this Note which are defined in the Indenture and are not otherwise defined
herein shall have the meanings assigned to them in the Indenture.



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ASSIGNMENT FORM




     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



      

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]




 






 






 

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]



the within Note and all rights thereunder, hereby irrevocably constituting and appointing
_______________ attorney to transfer such Note on the books of the Issuer, with full
power of substitution in the premises.




Dated: _______________________



NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within Note in every particular without alteration or enlargement or any change whatsoever.





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