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                                                                    EXHIBIT 10.8

1994 ITT- INDUSTRIES INCENTIVE STOCK PLAN
(AS AMENDED AND RESTATED AS OF JULY 13, 2004)

      The following is the text of the 1994 ITT Industries Incentive Stock Plan:

1. PURPOSE

      The purpose of the 1994 ITT Industries Incentive Stock Plan is to motivate
and reward superior performance on the part of employees of ITT Industries and
its subsidiaries and to thereby attract and retain employees of superior
ability. In addition, the Plan is intended to further opportunities for stock
ownership by such employees in order to increase their proprietary interest in
ITT Industries and, as a result, their interest in the success of the Company.
Awards will be made, in the discretion of the Committee, to Key Employees
(including officers and directors who are also employees) whose responsibilities
and decisions directly affect the performance of any Participating Company and
its subsidiaries. Such incentive awards may consist of stock options, stock
appreciation rights payable in stock or cash, performance shares, restricted
stock or any combination of the foregoing, as the Committee may determine.

2. DEFINITIONS

      When used herein, the following terms shall have the following meanings:

      "Acceleration Event" means the occurrence of an event defined in Section 9
of the Plan.

      "Act" means the Securities Exchange Act of 1934.

      "Award" means an award granted to any Key Employee in accordance with the
provisions of the Plan in the form of Options, Rights, Performance Shares or
Restricted Stock, or any combination of the foregoing.

      "Award Agreement" means the written agreement evidencing each Award
granted to a Key Employee under the Plan.

      "Beneficiary" means the beneficiary or beneficiaries designated pursuant
to Section 10 to receive the amount, if any, payable under the Plan upon the
death of a Key Employee.

      "Board means the Board of Directors of the Company.

      "Code" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. (All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.)

      "Committee" means the Compensation and Personnel Committee of the Board or
such other committee as may be designated by the Board to administer the Plan.

      "Company" means ITT Industries, Inc. and its successors and assigns.

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      "Fair Market Value", unless otherwise indicated in the provisions of this
Plan, means, as of any date, the composite closing price for one share of Stock
on the New York Stock Exchange or, if no sales of Stock have taken place on such
date, the composite closing price on the most recent date on which selling
prices were quoted, the determination to be made in the discretion of the
Committee.

      "Incentive Stock Option" means a stock option qualified under Section 422
of the Code.

      "Key Employee" means an employee (including any officer or director who is
also an employee) of any Participating Company whose responsibilities and
decisions, in the judgment of the Committee, directly affect the performance of
the Company and its subsidiaries.

      "Limited Stock Appreciation Right" means a stock appreciation right which
shall become exercisable automatically upon the occurrence of an Acceleration
Event as described in Section 9 of the Plan.

      "Option" means an option awarded under Section 5 of the Plan to purchase
Stock of the Company, which option may be an Incentive Stock Option or a
non-qualified stock option.

      "Participating Company" means the Company or any subsidiary or other
affiliate of the Company: provided, however, for Incentive Stock Options only,
"Participating Company" means the Company or any corporation which at the time
such Option is granted qualifies as a "subsidiary" of the Company under Section
425(f) of the Code.

      "Performance Share" means a performance share awarded under Section 6 of
the Plan.

      Plan means the 1994 ITT Industries Incentive Stock Plan, as the same may
be amended, administered or interpreted from time to time.

      "Plan Year" means the calendar year.

      "Retirement" means eligibility to receive immediate retirement benefits
under a Participating Company pension plan.

      "Restricted Stock" means Stock awarded under Section 7 of the Plan subject
to such restrictions as the Committee deems appropriate or desirable.

      "Right" means a stock appreciation right awarded in connection with an
Option under Section 5 of the Plan.

      "Stock" means the common stock ($1 par value) of the Company.

      "Total Disability" means the complete and permanent inability of a Key
Employee to perform all of his or her duties under the terms of his or her
employment with any Participating Company, as determined by the Committee upon
the basis of such evidence, including independent medical reports and data, as
the Committee deems appropriate or necessary.

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3. SHARES SUBJECT TO THE PLAN

      The aggregate number of shares of Stock which may be awarded under the
Plan in any Plan Year shall be subject to an annual limit. The maximum number of
shares of Stock for which Awards may be granted under the Plan in each Plan Year
shall be 1.5 percent (1.5%) of the total of the issued and outstanding shares of
Stock and Treasury Stock as reported in the Annual Report on Form 10-K of the
Company for the fiscal year ending immediately prior to any Plan Year. Any
unused portion of the annual limit for any Plan Year shall be carried forward
and be made available for awards in succeeding Plan Years.

      In addition to the foregoing, in no event shall more than five million
(5,000,000) shares of Stock be cumulatively available for Awards of incentive
stock options under the Plan, and provided further, that no more than twenty
percent (20%) of the total number of shares on a cumulative basis shall be
available for restricted stock and performance shares Awards. For any Plan Year,
no individual employee may receive an Award of stock options for more than the
lesser of (i) ten percent (10%) of the annual limit on available shares
applicable to that Plan Year and (ii) 500,000 shares.

      Subject to the above limitations, shares of Stock to be issued under the
Plan may be made available from the authorized but unissued shares, or shares
held by the Company in treasury or from shares purchased in the open market. For
the purpose of computing the total number of shares of stock available for
Awards under the Plan, there shall be counted against the foregoing limitations
the number of shares of Stock which equal the value of performance share Awards,
in each case determined as at the dates on which such Awards are granted. If any
Awards under the Plan are forfeited, terminated, expire unexercised, are settled
in cash in lieu of Stock or are exchanged for other Awards, the shares of Stock
which were theretofore subject to such Awards shall again be available for
Awards under the Plan to the extent of such forfeiture or expiration of such
Awards. Further, any shares that are exchanged (either actually or
constructively) by optionees as full or partial payment to the Company of the
purchase price of shares being acquired through the exercise of a stock option
granted under the Plan may be available for subsequent Awards, provided however:
that such shares may be awarded only to those participants who are not directors
or executive officers (as that term is defined in the rules and regulations
under Section 16 of the Exchange Act).

4. GRANT OF AWARDS AND AWARD AGREEMENTS

      (a) Subject to the provisions of the Plan, the Committee shall (i)
determine and designate from time to time those Key Employees or groups of Key
Employees to whom Awards are to be granted; (ii) determine the form or forms of
Award to be granted to any Key Employee; (iii) determine the amount or number of
shares of Stock subject to each Award; and (iv) determine the terms and
conditions of each Award.

      (b) Each Award granted under the Plan shall be evidenced by a written
Award Agreement. Such agreement shall be subject to and incorporate the express
terms and conditions, if any, required under the Plan or required by the
Committee.

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5. STOCK OPTIONS AND RIGHTS

      (a) With respect to Options and Rights, the Committee shall (i) authorize
the granting of Incentive Stock Options, non-qualified stock options, or a
combination of Incentive Stock Options and non-qualified stock options; (ii)
authorize the granting of Rights which may be granted in connection with all or
part of any Option granted under this Plan, either concurrently with the grant
of the Option or at any time thereafter during the term of the Option; (iii)
determine the number of shares of Stock subject to each Option or the number of
shares of Stock that shall be used to determine the value of a Right; and (iv)
determine the time or times when and the manner in which each Option or Right
shall be exercisable and the duration of the exercise period.

      (b) Any option issued hereunder which is intended to qualify as an
Incentive Stock Option shall be subject to such limitations or requirements as
may be necessary for the purposes of Section 422 of the Code or any regulations
and rulings thereunder to the extent and in such form as determined by the
Committee in its discretion.

      (c) Rights may be granted only to Key Employees who may be considered
directors or officers of the Company for purposes of Section 16 of the Act.

      (d) The exercise period for a non-qualified stock option and any related
Right shall not exceed ten years and two days from the date of grant, and the
exercise period for an Incentive Stock Option and any related Right shall not
exceed ten years from the date of grant.

      (e) The Option price per share shall be determined by the Committee at the
time any Option is granted and shall be not less than the Fair Market Value of
one share of Stock on the date the Option is granted.

      (f) No part of any Option or Right may be exercised until the Key Employee
who has been granted the Award shall have remained in the employ of a
Participating Company for such period after the date of grant as the Committee
may specify, if any, and the Committee may further require exercisability in
installments; provided, however, the period during which a Right is exercisable
shall commence no earlier than six months following the date the Option or Right
is granted.

      (g) The purchase price of the shares as to which an Option shall be
exercised shall be paid to the Company at the time of exercise either in cash or
Stock already owned by the optionee having a total Fair Market Value equal to
the purchase price, or a combination of cash and Stock having a total fair
market value, as so determined, equal to the purchase price. The Committee shall
determine acceptable methods for tendering Stock as payment upon exercise of an
Option and may impose such limitations and prohibitions on the use of Stock to
exercise an Option as it deems appropriate.

      (h) Unless Section 9 shall provide otherwise, Rights granted to a director
or officer shall terminate when such person ceases to be considered a director
or officer of the Company subject to Section 16 of the Act.

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      (i) In case of termination of employment, the following provisions shall
apply:

            (A) If a Key Employee who has been granted an Option shall die
      before such Option has expired, his or her Option may be exercised in full
      by the person or persons to whom the Key Employee's rights under the
      Option pass by will, or if no such person has such right, by his or her
      executors or administrators, at any time, or from time to time, within
      five years after the date of the Key Employee's death or within such other
      period, and subject to such terms and conditions as the Committee may
      specify, but not later than the expiration date specified in Section 5(d)
      above.

            (B) Except as provided below, if the Key Employee's employment by
      any Participating Company terminates because of his or her Retirement or
      Total Disability, he or she may exercise his or her Options in full at any
      time, or from time to time, within five years after the date of the
      termination of his or her employment or within such other period, and
      subject to such terms and conditions, as the Committee may specify, but
      not later than the expiration date specified in Section 5(d) above. Any
      such Options that are not fully exercisable immediately prior to such
      optionee's Retirement or Total Disability shall become fully exercisable
      upon such Retirement or Total Disability; however, in the event that the
      Key Employees employment by any Participating Company terminates because
      of his or her voluntary Retirement under circumstances which do not
      involve a severance or termination arrangement as determined by the
      Company, all Options awarded to such Key Employee within the twelve month
      period prior to such termination shall be forfeited and shall no longer be
      exercisable. The Committee may, however, in unusual circumstances and in
      its sole discretion, determine otherwise with respect to any matter
      covered by this Section 5(i)(B).

            (C) Except as provided in Section 9, if the Key Employee shall
      voluntarily resign before eligibility for Retirement or he or she is
      terminated for cause as determined by the Committee, the Options or Rights
      shall be cancelled coincident with the effective date of the termination
      of employment.

            (D) If the Key Employee's employment terminates for any other
      reason, he or she may exercise his or her Options, to the extent that he
      or she shall have been entitled to do so at the date of the termination of
      his or her employment, at any time, or from time to time, within three
      months after the date of the termination of his or her employment or
      within such other period, and subject to such terms and conditions as the
      Committee may specify, but not later than the expiration date specified in
      Section 5(d) above.

      (j) No Option or Right granted under the Plan shall be transferable other
than by will or by the laws of descent and distribution. During the lifetime of
the optionee, an Option or Right shall be exercisable only by the Key Employee
to whom the Option or Right is granted.

      (k) With respect to an Incentive Stock Option, the Committee shall specify
such terms and provisions as the Committee may determine to be necessary or
desirable in order to qualify such Option as an "incentive stock option" within
the meaning of Section 422 of the Code.

      (1) With respect to the exercisability and settlement of Rights:

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            (i) Upon exercise of a Right, the Key Employee shall be entitled,
      subject to such terms and conditions the Committee may specify, to receive
      upon exercise thereof all or a portion of the excess of (A) the Fair
      Market Value of a specified number of shares of Stock at the time of
      exercise, as determined by the Committee, over (B) a specified amount
      which shall not, subject to Section 5(e), be less than the Fair Market
      Value of such specified number of shares of Stock at the time the Right is
      granted. v Upon exercise of a Right, payment of such excess shall be made
      as the Committee shall specify in cash, the issuance or transfer to the
      Key Employee of whole shares of Stock with a Fair Market Value at such
      time equal to any excess, or a combination of cash and shares of Stock
      with a combined Fair Market Value at such time equal to any such excess,
      all as determined by the Committee. The Company will not issue a
      fractional share of Stock and, if a fractional share would otherwise be
      issuable, the Company shall pay cash equal to the Fair Market Value of the
      fractional share of Stock at such time.

            (ii) For the purposes of Subsection (i) of this Section 5(1), in the
      case of any such Right or portion thereof, other than a Right related to
      an Incentive Stock Option, exercised for cash during a "window period"
      specified by Rule 16b-3 under the Act, the Fair Market Value of the Stock
      at the time of such exercise shall be the highest composite daily closing
      price of the Stock during such window period.

            (iii) In the event of the exercise of such Right, the Company's
      obligation in respect of any related Option or such portion thereof will
      be discharged by payment of the Right so exercised.

6. PERFORMANCE SHARES

      (a) Subject to the provisions of the Plan, the Committee shall (i)
determine and designate from time to time those Key Employees or groups of Key
Employees to whom Awards of Performance Shares are to be made, (ii) determine
the Performance Period (the "Performance Period") and Performance Objectives
(the "Performance Objectives") applicable to such Awards, (iii) determine the
form of settlement of a Performance Share and (iv) generally determine the terms
and conditions of each such Award. At any date, each Performance Share shall
have a value equal to the Fair Market Value of a share of Stock at such date;
provided that the Committee may limit the aggregate amount payable upon the
settlement of any Award. The maximum award for any individual employee in any
given year shall be 100,000 Performance Shares.

      (b) The Committee shall determine a Performance Period of not less than
two nor more than five years. Performance Periods may overlap and Key Employees
may participate simultaneously with respect to Performance Shares for which
different Performance Periods are prescribed.

      (c) The Committee shall determine the Performance Objectives of Awards of
Performance Shares. Performance Objectives may vary from Key Employee to Key
Employee and between groups of Key Employees and shall be based upon such
performance criteria or combination of factors as the Committee may deem
appropriate, including minimum earnings per share, return on equity, cash flow
or total shareholder return. If during the course of a Performance Period there
shall occur significant events which the Committee expects to have a substantial
effect

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on the applicable Performance Objectives during such period, the Committee may
revise such Performance Objectives.

      (d) At the beginning of a Performance Period, the Committee shall
determine for each Key Employee or group of Key Employees the number of
Performance Shares or the percentage of Performance Shares which shall be paid
to the Key Employee or member of the group of Key Employees if the applicable
Performance Objectives are met in whole or in part.

      (e) If a Key Employee terminates service with all Participating Companies
during a Performance Period because of death, Total Disability, Retirement, or
under other circumstances where the Committee in its sole discretion finds that
a waiver would be in the best interests of the Company, that Key Employee may,
as determined by the Committee, be entitled to an Award of Performance Shares at
the end of the Performance Period based upon the extent to which the Performance
Objectives were satisfied at the end of such period and prorated for the portion
of the Performance Period during which the Key Employee was employed by any
Participating Company; provided, however, the Committee may provide for an
earlier payment in settlement of such Performance Shares in such amount and
under such terms and conditions as the Committee deems appropriate or desirable.
If a Key Employee terminates service with all Participating Companies during a
Performance Period for any other reason, then such Key Employee shall not be
entitled to any Award with respect to that Performance Period unless the
Committee shall otherwise determine.

      (f) Each Award of a Performance Share shall be paid in whole shares of
Stock, or cash, or a combination of Stock and cash either as a lump sum payment
or in annual installments, all as the Committee shall determine, with payment to
commence as soon as practicable after the end of the relevant Performance
Period.

7. RESTRICTED STOCK

      (a) Restricted Stock shall be subject to a restriction period (after which
restrictions will lapse) which shall mean a period commencing on the date the
Award is granted and ending on such date as the Committee shall determine (the
"Restriction Period"). The Committee may provide for the lapse of restrictions
in installments where deemed appropriate.

      (b) Except when the Committee determines otherwise pursuant to Section
7(d), if a Key Employee terminates employment with all Participating Companies
for any reason before the expiration of the Restriction Period, all shares of
Restricted Stock still subject to restriction shall be forfeited by the Key
Employee and shall be reacquired by the Company.

      (c) Except as otherwise provided in this Section 7, no shares of
Restricted Stock received by a Key Employee shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period.

      (d) In cases of death, Total Disability or Retirement or in cases of
special circumstances, the Committee may, in its sole discretion when it finds
that a waiver would be in the best interests of the Company, elect to waive any
or all remaining restrictions with respect to such Key Employee's Restricted
Stock.

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      (e) The Committee may require, under such terms and conditions as it deems
appropriate or desirable, that the certificates for Stock delivered under the
Plan may be held in custody by a bank or other institution, or that the Company
may itself hold such shares in custody until the Restriction Period expires or
until restrictions thereon otherwise lapse, and may require, as a condition of
any Award of Restricted Stock that the Key Employee shall have delivered a stock
power endorsed in blank relating to the Restricted Stock.

      (f) Nothing in this Section 7 shall preclude a Key Employee from
exchanging any shares of Restricted Stock subject to the restrictions contained
herein for any other shares of Stock that are similarly restricted.

      (g) Subject to Section 7(e) and Section 8, each Key Employee entitled to
receive Restricted Stock under the Plan shall be issued a certificate for the
shares of Stock. Such certificate shall be registered in the name of the Key
Employee, and shall bear an appropriate legend reciting the terms, conditions
and restrictions, if any, applicable to such Award and shall be subject to
appropriate stop-transfer orders.

8. CERTIFICATES FOR AWARDS OF STOCK

      (a) The Company shall not be required to issue or deliver any certificates
for shares of Stock prior to (i) the listing of such shares on any stock
exchange on which the Stock may then be listed and (ii) the completion of any
registration or qualification of such shares under any federal or state law, or
any ruling or regulation of any government body which the Company shall, in its
sole discretion, determine to be necessary or advisable.

      (b) All certificates for shares of Stock delivered under the Plan shall
also be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or state securities
laws, and the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions. The foregoing
provisions of this Section 8(b) shall not be effective if and to the extent that
the shares of Stock delivered under the Plan are covered by an effective and
current registration statement under the Securities Act of 1933, or if and so
long as the Committee determines that application of such provisions is no
longer required or desirable. In making such determination, the Committee may
rely upon an opinion of counsel for the Company.

      (c) Except for the restrictions on Restricted Stock under Section 7, each
Key Employee who receives Stock in settlement of an Award of Stock, shall have
all of the rights of a shareholder with respect to such shares, including the
right to vote the shares and receive dividends and other distributions. No Key
Employee awarded an Option, a Right or Performance Share shall have any right as
a shareholder with respect to any shares covered by his or her Option, Right or
Performance Share prior to the date of issuance to him or her of a certificate
or certificates for such shares.

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9. ACCELERATION EVENTS

      (a) For the purposes of this Plan, an Acceleration Event 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 Act disclosing that any person
(within the meaning of Section 13(d) of the Act), other than the Company or a
subsidiary of the Company or any employee benefit plan sponsored by the Company
or a subsidiary of the Company, is the beneficial owner directly or indirectly
of twenty percent (20%) or more of the Stock; (ii) any person (within the
meaning of Section 13(d) of the Act), other than the Company or a subsidiary of
the Company, or any employee benefit plan sponsored by the Company or a
subsidiary of the Company, shall purchase shares pursuant to a tender offer or
exchange offer to acquire any Stock of the Company (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 Company (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 Company shall approve (A) any
consolidation, business combination or merger involving the Company, other than
a consolidation, business combination or merger involving the Company 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
Company (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 Company (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 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 Company,
(iv) there shall have been a change in a majority of the members of the Board
within a 12-month period unless the election or nomination for election by the
Company's 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 where 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
Company or any subsidiary of the Company or any employee benefit plan (or
related trust) sponsored by the Company or a subsidiary of the Company) 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.

      (b) Notwithstanding any provisions in this Plan to the contrary:

            (i) Each outstanding Option granted under the Plan shall become
      immediately exercisable in full for the aggregate number of shares covered
      thereby and all related Rights shall also become exercisable upon the
      occurrence of an Acceleration Event described in this Section 9 and shall
      continue to be exercisable in full for cash for a period of 60 calendar
      days beginning on the date that such Acceleration Event occurs and ending
      on the 60th calendar day following that date; provided, however, that (A)
      no Right shall become exercisable earlier than six months following the
      date the Right is granted, (B) no

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      Incentive Stock Option or related Right shall be exercisable while there
      is outstanding any Incentive Stock Option which was previously granted to
      the same optionee by any Participating Company, and (C) no Option or Right
      shall be exercisable beyond the expiration date of its original term.

            (ii) Options and Rights shall not terminate and shall continue to be
      fully exercisable for a period of seven months following the occurrence of
      an Acceleration Event in the case of an employee who is terminated other
      than for just cause or who voluntarily terminates his employment because
      he in good faith believes that as a result of such Acceleration Event he
      is unable effectively to discharge his present duties or the duties of the
      position he occupied just prior to the occurrence of such Acceleration
      Event. For purposes of Section 9 only, termination shall be for "just
      cause" only if such termination is based on fraud, misappropriation or
      embezzlement on the part of the employee which results in a final
      conviction of a felony. Under no circumstances, however, shall any Option
      or Right be exercised beyond the expiration date of its original term.

            (iii) Any Right or portion thereof may be exercised for cash within
      the 60-calendar-day period following the occurrence of an Acceleration
      Event with settlement, except in the case of a Right related to an
      Incentive Stock Option, based on the "Formula Price" which shall be the
      highest of (A) the highest composite daily closing price of the Stock
      during the period beginning on the 60th calendar day prior to the date on
      which the Right is exercised and ending on the date such Right is
      exercised, (B) the highest gross price paid for the Stock during the same
      period of time, as reported in a report of Schedule 13D filed with the
      Securities and Exchange Commission or (C) the highest gross price paid or
      to be paid for a share of Stock (whether by way of exchange, conversion,
      distribution upon merger, liquidation or otherwise) in any of the
      transactions set forth in this Section 9 as constituting an Acceleration
      Event.

            (iv) Upon the occurrence of an Acceleration Event Limited Stock
      Appreciation Rights shall automatically be granted as to any Option with
      respect to which Rights are not then outstanding; provided, however, that
      Limited Stock Appreciation Rights shall be provided at the time of grant
      of any Incentive Stock Option subject to exercisability upon the
      occurrence of an Acceleration Event. Limited Stock Appreciation Rights
      shall entitle the holder thereof, upon exercise of such rights and
      surrender of the related Option or any portion thereof, to receive,
      without payment to the Company (except for applicable withholding taxes),
      an amount in cash equal to the excess, if any, of the Formula Price as
      that term is defined in Section 9 over the option price of the Stock as
      provided in such Option; provided that in the case of the exercise of any
      such Limited Stock Appreciation Right or portion thereof related to an
      Incentive Stock Option, the Fair Market Value of the Stock at the time of
      such exercise shall be substituted for the Formula Price. Each such
      Limited Stock Appreciation Right shall be exercisable only during the
      period beginning on the first business day following the occurrence of
      such Acceleration Event and ending on the 60th day following such date and
      only to the same extent the related Option is exercisable. In the case of
      persons who are considered directors or officers of the Company for
      purposes of Section 16 of the Act, Limited Stock Appreciation Rights shall
      not be so exercisable until they have been outstanding for at least six
      months. Upon exercise of a Limited

                                       10
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      Stock Appreciation Right and surrender of the related Option, or portion
      thereof, such Option, to the extent surrendered, shall not thereafter be
      exercisable.

            (v) The restrictions applicable to Awards of Restricted Stock issued
      pursuant to Section 7 shall lapse upon the occurrence of an Acceleration
      Event and the Company shall issue stock certificates without a restrictive
      legend. Key Employees holding Restricted Stock on the date of an
      Acceleration Event may tender such Restricted Stock to the Company which
      shall pay the Formula Price as that term is defined in Section 9;
      provided, such Restricted Stock must be tendered to the Company within 60
      calendar days of the Acceleration Event.

            (vi) If an Acceleration Event occurs during the course of a
      Performance Period applicable to an Award of Performance Shares pursuant
      to Section 6, then the Key Employee shall be deemed to have satisfied the
      Performance Objectives and settlement of such Performance Shares shall be
      based on the Formula Price, as defined in this Section 9.

10.   BENEFICIARY

      (a) Each Key Employee shall file with the Company a written designation of
one or more persons as the Beneficiary who shall be entitled to receive the
Award, if any, payable under the Plan upon his or her death. A Key Employee may
from time to time revoke or change his or her Beneficiary designation without
the consent of any prior Beneficiary by filing a new designation with the
Company. The last such designation received by the Company shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall
be effective unless received by the Company prior to the Key Employee's death,
and in no event shall it be effective as of a date prior to such receipt.

      (b) If no such Beneficiary designation is in effect at the time of a Key
Employee's death, or if no designated Beneficiary survives the Key Employee or
if such designation conflicts with law, the Key Employees estate shall be
entitled to receive the Award, if any, payable under the Plan upon his or her
death. If the Committee is in doubt as to the right of any person to receive
such Award, the Company may retain such Award, without liability for any
interest thereon, until the Committee determines the rights thereto, or the
Company may pay such Award into any court of appropriate jurisdiction and such
payment shall be a complete discharge of the liability of the Company therefor.

11. ADMINISTRATION OF THE PLAN

      (a) Each member of the Committee shall be both a member of the Board and a
"Non-Employee Director within the meaning of Rule 16b-3 under the Act or
successor rule or regulation.

      (b) All decisions, determinations or actions of the Committee made or
taken pursuant to grants of authority under the Plan shall be made or taken in
the sole discretion of the Committee and shall be final, conclusive and binding
on all persons for all purposes.

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      (c) The Committee shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof, and its
interpretations and constructions thereof and actions taken thereunder shall be,
except as otherwise determined by the Board, final, conclusive and binding on
all persons for all purposes.

      (d) The Committee's decisions and determinations under the Plan need not
be uniform and may be made selectively among Key Employees, whether or not such
Key Employees are similarly situated.

      (e) The Committee may, in its sole discretion, delegate such of its powers
as it deems appropriate.

      (f) If an Acceleration Event has not occurred and if the Committee
determines that a Key Employee has taken action inimical to the best interests
of any Participating Company, the Committee may, in its sole discretion,
terminate in whole or in part such portion of any Option (including any related
Right) as has not yet become exercisable at the time of termination, terminate
any Performance Share Award for which the Performance Period has not been
completed or terminate any Award of Restricted Stock for which the Restriction
Period has not lapsed.

12.   AMENDMENT, EXTENSION OR TERMINATION

     In the event of any equity restructuring (within the meaning of Financial
Accounting Standards No. 123 (revised 2004) that causes the per share value of
shares of Stock to change, such as a stock dividend, stock split, spin off,
rights offering or recapitalization through a large, nonrecurring cash dividend,
the Committee shall cause there to be made an equitable adjustment to (a) the
number and, if applicable, kind of shares that may be awarded under the Plan (or
for which Awards may be granted under the Plan), (b) the number and, if
applicable, kind of shares that may be awarded to any individual under the Plan
and that are available for any type of Award under the Plan and (c) the number
and, if applicable, kind of shares subject to outstanding Awards and, as
applicable, the exercise price (or grant price in the case of Rights) of any
then outstanding Awards. In the event of any other change in corporate structure
or capitalization, such as a merger, consolidation, any reorganization (whether
or not such reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the Company, the
Committee may make such adjustment as described in the foregoing sentence as the
Committee deems equitable. Any fractional shares resulting from adjustments made
pursuant to this Section 13 shall be eliminated. Any adjustment made pursuant to
this Section 13 shall be conclusive and binding for all purposes of the Plan.

13.   ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK

      In the event of any reorganization, merger, recapitalization,
consolidation, liquidation, stock dividend, stock split, reclassification,
combination of shares, rights offering, split-up, or extraordinary dividend
(including a spin-off) or divestiture, or any other change in the corporate
structure or shares, the Committee may make such adjustment in the Stock subject
to Awards, including Stock subject to purchase by an Option, or the terms,
conditions or restrictions on Stock or Awards, including the price payable upon
the exercise of such Option and the number of shares subject to restructured
stock awards, as the Committee deems equitable.

14.   MISCELLANEOUS

      (a) Except as provided in Section 9, nothing in this Plan or any Award
granted hereunder shall confer upon any employee any right to continue in the
employ of any Participating Company or interfere in any way with the right of
any Participating Company to terminate his or her employment at any time. No
Award payable under the Plan shall be deemed salary or

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<PAGE>

compensation for the purpose of computing benefits under any employee benefit
plan or other arrangement of any Participating Company for the benefit of its
employees unless the Company shall determine otherwise. No Key Employee shall
have any claim to an Award until it is actually granted under the Plan. To the
extent that any person acquires a right to receive payments from the Company
under this Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as provided in Section 7(e) with respect to Restricted Stock.

      (b) The Committee may cause to be made, as a condition precedent to the
payment of any Award, or otherwise, appropriate arrangements with the Key
Employee or his or her Beneficiary, for the withholding of any federal, state,
local or foreign taxes.

      (c) The Plan and the grant of Awards shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required.

      (d) The terms of the Plan shall be binding upon the Company and its
successors and assigns.

      (e) Captions preceding the sections hereof are inserted solely as a matter
of convenience and in no way define or limit the scope or intent of any
provision hereof.

15.   EFFECTIVE DATE, TERM OF PLAN AND SHAREHOLDER APPROVAL

      The effective date of the Plan shall be January 1, 1994. No Award shall be
granted under this Plan after the Plan's termination date. The Plan's
termination date shall be December 31, 2003. The Plan will continue in effect
for existing Awards as long as any such Award is outstanding. The Plan was
amended by the Board of Directors on July 25, 1995, March 12, 1996, April 15,
1997, and May 7, 2002.

                                 ADMINISTRATION

      The Plans are administered by a Committee of the Board of Directors of ITT
Industries, presently designated as the Compensation and Personnel Committee,
the members of which serve during the pleasure of the Board. The Committee is
composed of directors all of whom are "Non-Employee Directors" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

                             FEDERAL TAX TREATMENT

      The following is a brief summary of the current Federal income tax rules
generally applicable to options, stock appreciation rights, performance shares
and restricted stock. Awardees should consult their own tax advisors as to the
specific Federal, state and local tax consequences applicable to them.

                    A. OPTIONS AND STOCK APPRECIATION RIGHTS

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      Options granted under the 1986 Plan and the 1994 Plan may be either
non-qualified options or "incentive stock options" qualifying under Section 422
of the Internal Revenue Code.

Non-qualified Options

      An optionee is not subject to Federal income tax upon grant of a
non-qualified option. At the time of exercise, the optionee will realize
compensation income (subject to withholding) to the extent that the then fair
market value of the stock exceeds the option exercise price. The amount of such
income will constitute an addition to the optionee's tax basis in the optioned
stock. Sale of the shares will result in capital gain or loss (long-term or
short-term depending on the optionee's holding period). ITT Industries is
entitled to a Federal tax deduction at the same time and to the same extent that
the optionee realizes compensation income.

Incentive Stock Options ("ISOs")

      Options denominated as ISOs are intended to constitute incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended. An
optionee is not subject to Federal income tax upon either the grant or exercise
of an ISO. If the optionee holds the shares acquired upon exercise for at least
one year after issuance of the optioned shares and until at least two years
after grant of the option, then the difference between the amount realized on a
subsequent sale or other taxable disposition of the shares and the option
exercise price will constitute long-term capital gain or loss. ITT Industries
will not be entitled to a Federal tax deduction with respect to the grant or
exercise of the ISO.

      If the optionee sells the shares acquired under an ISO before the
requisite holding period, he will be deemed to have made a "disqualifying
disposition" of the shares and will realize compensation income in the year of
disposition equal to the lesser of the fair market value of the shares at
exercise or the amount realized on their disposition over the option price of
the shares. Any gain recognized upon a disqualifying disposition in excess of
the ordinary income portion will constitute either short-term or long-term
capital gain. In the event of a disqualifying disposition, ITT Industries will
be entitled to a Federal tax deduction in the amount of the compensation income
realized by the optionee.

      The option spread on the exercise of an ISO is an adjustment in computing
alternative minimum taxable income. No adjustment is required however, if the
optionee made a disqualifying disposition of the shares in the same year as he
is taxed on the exercise.

Stock Appreciation Rights ("SARs")

      An employee is not taxed upon the grant of SARs. An optionee exercising
SARs for cash will realize compensation income (subject to withholding) in the
amount of the cash or fair market value of the shares received. To the extent
payment is made in the form of stock, the compensation income recognized upon
exercise will constitute the awardee's tax basis in such shares. ITT Industries
is entitled to a tax deduction at the same time and to the same extent that the
optionee realizes compensation income.

                             B. PERFORMANCE SHARES

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<PAGE>

      An awardee of performance shares will generally realize compensation
income (subject to withholding) when and to the extent that payment is made,
whether in the form of cash or shares of 1'TT Industries Common Stock. To the
extent that payment is made in the form of stock, income will be measured by the
then fair market value of the shares, which will constitute an addition to the
awardee's tax basis in such shares. ITT Industries will be entitled to a Federal
tax deduction for the value of payment at the time of payment.

                              C. RESTRICTED STOCK

      An awardee of restricted stock will generally realize compensation income
(subject to withholding) when and to the extent that the restrictions on the
shares lapse, as measured by the fair market value of the shares at the time of
lapse. The awardee's holding period for the shares will not commence until the
date of lapse, and dividends paid during the restriction period will be treated
as compensation. The income realized on lapse of the restrictions will
constitute an addition to the awardee's tax basis in the shares.

      In lieu of deferred recognition of income, the awardee may formally elect,
within 30 days of award, to realize compensation income at the time of award, as
measured by the fair market value of the restricted stock on the date of award
determined without regard to the restrictions. The income realized will
constitute an addition to the tax basis of the shares. In the case of such
election, any appreciation (or depreciation) on the shares during the
restriction period will give rise to capital gain (or capital loss) upon sale or
exchange of the stock. In the event that the awardee terminates employment
during the restriction period and forfeits his shares, no deduction may be
claimed and no loss may be taken based on the compensation income previously
recognized.

      ITT Industries will be entitled to a Federal tax deduction at the same
time and to the same extent that the awardee realizes, compensation income.

                          D. EXCESS PARACHUTE PAYMENTS

      Options, SARs, performance shares or restricted stock which are granted,
accelerated or enhanced upon the occurrence of a takeover (i.e., an Acceleration
Event as defined in the Plans) may give rise, in whole or in part, to "excess
parachute payments" within the meaning of Section 280G of the Internal Revenue
Code and, to such extent, will be nondeductible by ITT Industries and subject to
a 20% excise tax to the awardee.

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