0000950123-09-007325 Sample Contracts

ITT CORPORATION Debt Securities Form of Underwriting Agreement Standard Provisions
Underwriting Agreement • April 28th, 2009 • Itt Corp • Pumps & pumping equipment • New York

From time to time, ITT Corporation, an Indiana corporation (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriters named therein shall act as representatives (the “Representatives”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. The Securities will be issued pursuant to a base indenture to be dated as of , 2009 (the “Base Indenture”) between the Company and Union Bank, N.A., as trustee (the “Trustee”), as it may be amended or supplemented by one or more supplemental indentures (each, a “Supplemental Indenture” and, together with the Base Indenture, the “

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ITT CORPORATION and UNION BANK, N.A., as Trustee Form of Indenture Dated as of , Providing for Issuance of Debt Securities
Itt Corp • April 28th, 2009 • Pumps & pumping equipment • New York

THIS INDENTURE, between ITT Corporation, an Indiana corporation (hereinafter called the "Company”) having its principal office at 1133 Westchester Avenue, White Plains, New York 10604, and Union Bank, N.A., a national banking association, as trustee (hereinafter called the "Trustee”), is made and entered into as of this day of , 2009.

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