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                                                                    EXHIBIT 10.6

        ITT INDUSTRIES 1997 ANNUAL INCENTIVE PLAN FOR EXECUTIVE OFFICERS
                   (AMENDED AND RESTATED AS OF JULY 13, 2004)

1. PURPOSE

The purpose of this ITT Industries 1997 Annual Incentive Plan for Executive
Officers (the "Incentive Plan") is to provide incentive compensation in the form
of a bonus to executive officers of ITT Industries, Inc. (the "Company") for
achieving specific pre-established performance objectives and to continue to
motivate participating executive officers to achieve their business goals, while
tying a portion of their compensation to measures affecting shareholder value.
The Incentive Plan seeks to enable the Company to continue to be competitive in
its ability to attract and retain executive officers of the highest caliber.

All compensation payable under the Incentive Plan to the Company's Chief
Executive and the four other highest compensated executive officers
(collectively the "Participating Executives") whose compensation is subject to
disclosure in the Company's proxy statement is intended to qualify as
"performance-based compensation" for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), and, therefore, to be deductible
by the Company for income tax purposes.

2. PLAN ADMINISTRATION

The Compensation and Personnel Committee (the "Committee") of the Board of
Directors (the "Board") of the Company, as constituted by the Board from time to
time, shall be comprised completely of "outside directors" as defined under
Section 162(m) of the Code.

The Committee shall have full power and authority to administer, construe and
interpret the provisions of the Incentive Plan and to adopt and amend
administrative rules and regulations, agreements, guidelines and instruments for
the administration of the Incentive Plan and for the conduct of its business as
the Committee considers appropriate.

Except with respect to matters which under Section 162(m) of the Code are
required to be determined in the sole and absolute discretion of the Committee,
the Committee shall have full power, to the extent permitted by law, to delegate
its authority to any officer or employee of the Company to administer and
interpret the procedural aspects of the Incentive Plan, subject to the terms of
the Incentive Plan, including adopting and enforcing rules to decide procedural
and administrative issues.

The Committee may rely on opinions, reports or statements of officers or
employees of the Company and of counsel to the Company (inside or retained
counsel), public accountants and other professional or expert persons.

The Board reserves the right to amend or terminate the Incentive Plan in whole
or in part at any time; provided, however, that except as necessary to maintain
the Incentive Plan's compliance with Section 162(m) of the Code, no amendments
shall adversely affect or impair the rights of any participant that have
previously accrued hereunder, without the written consent of the participant.
Unless otherwise prohibited by applicable law, any amendment required to conform
the Incentive Plan to the requirements of Section 162(m) of the Code may be made
by the

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Committee. No amendment to the Incentive Plan may be made to alter the class of
individuals who are eligible to participate in the Incentive Plan, the
performance criteria specified in Section 4 hereof or the maximum bonus payable
to any Participating Executive without shareholder approval unless shareholder
approval is not required in order for bonuses paid to Participating Executives
to constitute qualified performance-based compensation under Section 162(m) of
the Code.

No member of the Committee shall be liable for any action taken or omitted to be
taken or for any determination made by him or her in good faith with respect to
the Incentive Plan, and the Company shall indemnify and hold harmless each
member of the Committee against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim with the approval of
the Committee) arising out of any act or omission in connection with the
administration or interpretation of the Incentive Plan, unless arising out of
such person's own fraud or bad faith.

3. ELIGIBLE EXECUTIVES

Executive officers of the Company who are senior vice presidents or above shall
be eligible to participate in the Incentive plan. Prior to or at the time
performance objectives are established for a Performance Period, as defined
below, the Committee shall designate in writing the Participating Executives for
that Performance Period.

4. PLAN YEAR, PERFORMANCE PERIODS, PERFORMANCE MEASURES AND PERFORMANCE TARGETS

Each fiscal year of the Incentive Plan (the "Plan Year") shall begin on January
1 and end on December 31. The performance period (the "Performance Period") with
respect to which bonuses may be payable under the Incentive Plan shall be the
Plan Year unless the Committee designates one or more different Performance
Periods.

The Committee shall establish the performance measures (the "Performance
Measures") to be used which may include, but shall not be limited to, net
operating profit after tax, economic value added, earnings per share, return on
equity, return on total capital, or such other measures as determined by the
Committee. In addition, to the extent consistent with Section 162(m) of the
Code, Performance Measures may be based upon other objectives such as
negotiating transactions or sales and developing long-term goals. The
Performance Measures shall be objectively determinable and, to the extent that
they are expressed in standard accounting terms, shall be according to generally
accepted accounting principles as in existence on the date on which the
applicable Performance Period is established and without regard to any changes
in such principles after such date. For purposes of the Plan, economic value
added shall mean the amount of economic profit created in excess of the amount
required to satisfy the obligations to and normal expectations of the Company's
lenders and investors.

The Committee shall establish the performance targets (the "Performance
Targets") to be achieved which shall be based on one or more Performance
Measures relating to the Company as a whole or to the specific businesses of the
Company, subsidiaries, operating companies, or operating units as determined by
the Committee and shall be expressed as an objective formula to be used in
calculating the amount of bonus award each Participating Executive shall be

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eligible to receive. There may be a sliding scale of payment dependent upon the
percentage levels of achievement of Performance Targets.

The Performance Measures and Performance Targets, which may be different with
respect to each Participating Executive and each Performance Period, must be set
forth in writing by the Committee within the first ninety (90) days of the
applicable Performance Period.

5. CERTIFICATION OF PERFORMANCE TARGETS AND CALCULATION OF BONUS AWARDS

After the end of each Performance Period, and prior to the payment for such
Performance Period, the Committee must certify in writing the degree to which
the Performance Targets for the Performance Period were achieved, including the
specific target objective or objectives and the satisfaction of any other
material terms of the bonus award. The Committee shall calculate the amount of
each Participating Executive's bonus for such Performance Period based upon the
Performance Measures and Performance Targets for each Participating Executive.
In establishing Performance Targets and Performance Measures and in calculating
the degree of achievement thereof, the Committee may ignore extraordinary items,
property transactions, changes in accounting standards and losses or gains
arising from discontinued operations. The Committee shall have no authority or
discretion to increase the amount of any Participating Executive's bonus as so
determined, but it may reduce the amount or totally eliminate any bonus award if
it determines in its absolute and sole discretion that such action is
appropriate in order to reflect the Participating Executive's performance or
unanticipated factors during the Performance Period.

No Participating Executive's bonus for any Performance Period shall exceed the
lesser of 200% of the participant's annual base salary as in effect as of the
last day of such Performance Period or $4,000,000.

6. PAYMENT OF AWARDS

Approved bonus awards shall be payable by the Company in cash to each
Participating Executive, or to the Participating Executive's estate in the event
of the Participating Executive's death, as soon as practicable after the end of
each Performance Period. No bonuses may be paid under the Incentive Plan until
the Committee has certified in writing that the relevant Performance Targets
were achieved.

If a Participating Executive is not an employee on the last day of the
Performance Period, the Committee shall have sole discretion to determine what
portion, if any, the Participating Executive shall be entitled to receive with
respect to any award for the Performance Period. The Committee shall have the
authority to adopt appropriate rules and regulations for the administration of
the Incentive Plan in such termination cases.

The Company retains the right to deduct from any bonus awards paid under the
Incentive Plan any Federal, state, local or foreign taxes required by law to be
withheld with respect to such payment.

Notwithstanding the above, no bonus awards shall be paid under the Incentive
Plan unless the Incentive Plan is approved by the requisite shareholders of the
Company.

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7. OTHER TERMS AND CONDITIONS

Any award made under this Incentive Plan shall be subject to the discretion of
the Committee. No person shall have any legal claim to be granted an award under
the Incentive Plan and the Committee shall have no obligation to treat
Participating Executives uniformly. Except as may be otherwise required by law,
bonus awards under the Incentive Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution, or levy of any kind, either voluntary or
involuntary. Bonuses awarded under the Incentive Plan shall be payable from the
general assets of the Company, and no Participating Executive shall have any
claim with respect to any specific assets of the Company.

Nothing contained in the Incentive Plan shall give any Participating Executive
the right to continue in the employment of the Company or affect the right of
the Company to terminate a Participating Executive.

8. ACCELERATION EVENT.

      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 Securities Exchange Act of 1934 (the "Act") disclosing that any person
(within the meaning of Section 13(d) of the Act), other than ITT Industries or a
subsidiary of ITT Industries or any employee benefit plan sponsored by ITT
Industries or a subsidiary of ITT Industries, is the beneficial owner directly
or indirectly of twenty percent (20%) or more of the outstanding Common Stock $1
par value, of ITT Industries (the "Stock"); (ii) any person (within the meaning
of Section 13(d) of the Act), other than ITT Industries or a subsidiary of ITT
Industries, or any employee benefit plan sponsored by ITT Industries or a
subsidiary of ITT Industries, shall purchase shares pursuant to a tender offer
or exchange offer to acquire any Stock of ITT Industries (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 ITT
Industries (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 ITT
Industries shall approve (A) any consolidation, business combination or merger
involving ITT Industries, other than a consolidation, business combination or
merger involving ITT Industries 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 ITT Industries (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 ITT Industries (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 ITT Industries, (iv)
there shall have been a change in a majority of the members of the Board of
Directors of ITT Industries within a 12-month period unless the election or
nomination for election by ITT Industries' 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

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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 ITT
Industries or any subsidiary of ITT Industries or any employee benefit plan (or
related trust) sponsored by ITT Industries or a subsidiary of ITT Industries)
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.

Upon the occurrence of such Acceleration Event, the Performance Measures for
each Performance Period with respect to which bonuses may be payable under the
Incentive Plan shall be deemed to be achieved at the greater of (i) the
Performance Target established for such Performance Measures or (ii) the
Company's actual achievement of such Performance Measures as of the Acceleration
Event. Payment of the bonuses, for the full year, will be made to each
Participating Executive, in cash, within five (5) business days following such
Acceleration Event.

9. MISCELLANEOUS.

The Incentive Plan shall be effective January 1, 1997 subject to the approval of
the requisite shareholders of the Company. Once approved, the Plan shall remain
in effect unless/until terminated by the Board; provided, however, that if an
Acceleration Event has occurred no amendment or termination shall impair the
rights of any Participating Executive with respect to any prior award.

This Incentive Plan shall be construed and governed in accordance with the laws
of the State of New York.

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