EX-10.51






EXHIBIT
10.51





ITT CORPORATION

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS




SUBSEQUENT ELECTION FORM




Please read carefully before completing:





	 	•	 	Complete this form and return to: Attention: Vivian Houchens, The Newport Group, 3957
Westerre Parkway, Suite 401, Richmond, VA 23233, and retain a duplicate copy for your
records.
	 
	 	•	 	The Newport Group must receive your signed completed form before [insert date that is 12
months prior to the Director’s Specified Distribution Date] for your subsequent election to
be effective.





SECTION 1 – DIRECTOR INFORMATION




	 	 	 	 	 	 	 
	 
	Last Name

	 	First Name
	 	MI
	 	Social Security Number
	 
	 
	Mailing Address

	 	 	 	 	 	Daytime Telephone
	 
	 	 	 	 	 	 





This Subsequent Election Form relates to changing the Specified Distribution Date for certain
amounts deferred while a non-employee director of ITT Corporation (the “Company”) pursuant to the
ITT Corporation Deferred Compensation Plan for Non-Employee Directors (the “Plan”). I understand
that any capitalized terms used in this Subsequent Election Form, if not otherwise defined herein,
will have the same meanings as provided in the Plan.




SECTION 2 – CHANGE OF SPECIFIED DISTRIBUTION DATE



The Specified Distribution Date is the date amounts allocated to your In-Service Subaccount under
the Plan will be distributed unless you retire or die before the Specified Distribution Date.
(Amounts in your In-Service Subaccount are distributed as a lump sum upon the earliest of your
Specified Distribution Date, your Retirement or your death.) This Subsequent Election Form is used
to change your Specified Distribution Date. Your Specified Distribution Date for your In-Service
Subaccount was previously specified by you on a Deferral Election Form.




Your Current Specified Distribution Date is:




[insert Director’s Specified Distribution Date]




I hereby specify the following date as my new Specified Distribution Date under the Plan:




(date specified must be on or after [insert 5th anniversary of Director’s Specified Distribution Date]):



                     /                      /                      (day/month/year)




SECTION 3 – ACKNOWLEDGEMENT AND AUTHORIZATION



I acknowledge and agree that I have received and reviewed a copy of the Plan.




I understand and agree to the following:





	 	1)	 	To be effective, this Subsequent Election Form must be delivered to The Newport
Group prior to [insert date that is 12 months prior to the Director’s Specified
Distribution Date] (the “Election Deadline”).
	 
	 	2)	 	I may revoke this Subsequent Election Form and/or file another Subsequent
Election Form that will supersede this Subsequent Election Form at any time prior to
the Election Deadline.





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	 	4)	 	Once the Election Deadline occurs, any further changes I wish to make (after
the Election Deadline) to my Specified Distribution Date will be subject to the
conditions set forth in Section 5.01(c) of the Plan and Section 409A of the Code
relating to subsequent elections. These conditions require that any such future
subsequent elections (i) be made not less than 12 months before the Specified
Distribution Date then in effect and not take effect until at least 12 months after the
date on which the subsequent election is made and (ii) provide for an additional
deferral of not less than 5 years from the Specified Distribution Date then in effect.
	 
	 	5)	 	Once the Election Deadline occurs, the Specified Distribution Date I have
selected will be the Specified Distribution Date for all amounts in my In-Service
Subaccount as of the Specified Distribution Date, whether such amounts were allocated
to my In-Service Subaccount before and after I made this election.




I have read and understand this Subsequent Election Form and hereby authorize the Company to take
all actions indicated on this form.




	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Date

	 	Director’s Signature
	 	 







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