Excess Pension Plan Ia

Exhibit 10.14 ITT EXCESS PENSION PLAN IA Effective as of July 1, 1975
As Amended and Restated as of December 31, 2008


ITT EXCESS PENSION PLAN IA The ITT Excess Benefit Plan I (the " Plan" ) was effective as of July 1, 1975. The purpose of the Plan was to provide those employees participating in the Retirement Plan for Salaried Employees of ITT Corporation or any successor thereto (the " Retirement Plan" ) benefits which would have been payable under the Retirement Plan but for the limitations imposed on qualified plans by Section 415 of the Internal Revenue Code.Effective as of October 7, 1986 the ITT Select Management Plan I was authorized by the Board of Directors of ITT Corporation to pay supplemental benefits to certain select management highly compensated employees who have qualified for benefits under the Retirement Plan. As of December 19, 1995, the ITT Select Management Plan I was merged into the ITT Excess Benefit Plan I and the surviving Plan was renamed the ITT Industries Excess Pension Plan I.As of January 1, 1996, the Plan was amended to solely provide to individuals who are designated Eligible Employees under the Plan on and after December 19, 1995 benefits which would have been payable on their behalf under the Retirement Plan but for the limitations on benefits imposed by Section 415 and 401(a)(17) of the Internal Revenue Code (the " Code" ), to transfer all liabilities not attributable to such excess benefits into the ITT Industries Excess Pension Plan IB (which is authorized to be effective as of January 1, 1996) and to rename the Plan, as amended, the ITT Industries Excess Pension Plan IA.The Plan was amended, effective as of January 1, 2000, to reflect the changes in the Retirement Plan formula.Effective as of July 13, 2004, the Plan was amended and restated to make certain administrative changes and to unify the definition of Acceleration Event with other employee benefit plans of ITT Corporation (formerly known as ITT Industries, Inc. (the " Corporation" ). Effective as of July 13, 2004, the Plan was further amended to eliminate approval by the Compensation and Personnel Committee of the Board of Directors for lump sum payments made on or after September 1, 2004 and to revise the interest rate assumption utilized to calculate the amount of an elective lump sum payment available upon retirement to a Participant who becomes an Eligible Employee after January 1, 2005. Effective as of July 1, 2006, the Plan' s name was revised to the ITT Excess Pension Plan IA.

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Effective as of January 1, 2008, the Plan was amended to freeze participation and to eliminate the election of lump sum distribution after December 31, 2008. Effective as of December 31, 2008, the Plan was amended and restated to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder.The benefits accrued and vested under the provisions of the Plan by a Participant who terminated employment with the Corporation and all its Associated Companies prior to January 1, 2005 shall be subject to the provisions of the Plan as in effect on October 3, 2004. In addition, with respect to a Participant who was employed by the Corporation or one of its Associated Companies on January 1, 2005, the portion of his benefit payable under the provisions of this Plan equal to his Grandfathered Pre-2005 Benefit (as defined herein) shall be subject to the provisions of the Plan as in effect on October 3, 2004 (attached hereto as Appendix B and made part hereof) without regard to any Plan amendments after October 3, 2004 which would constitute a material modification for Code Section 409A purposes, unless otherwise provided in Appendix A.All benefits payable under this Plan, which is intended to constitute both an unfunded excess benefit plan under Section 3(36) of Title I of the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ), and a nonqualified, unfunded deferred compensation plan for a select group of management employees under Title I of ERISA, shall be paid out of the general assets of the Corporation. The Corporation may establish and fund a trust in order to aid it in providing benefits due under the Plan.

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ITT EXCESS PENSION PLAN IA
TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS 6 2.01 Participation 6 2.02 Amount of Supplemental Benefits 6 2.03 Vesting 8 2.04 Payment of Benefits 8 2.05 Payment Upon the Occurrence of a Change in Control 19 2.06 Reemployment of Former Participant or Retired Participant 21 ARTICLE III. GENERAL PROVISIONS 22 3.01 Funding 22 3.02 Duration of Benefits 23 3.03 Discontinuance and Amendment 23 3.04 Termination of Plan 23 3.05 Plan Not a Contract of Employment 24 3.06 Facility of Payment 24 3.07 Withholding Taxes 24 3.08 Nonalienation 25 3.09 Forfeiture for Cause 25 3.10 Transfers 25 3.11 Acceleration of or Delay in Payments 26 3.12 Indemnification 26 3.13 Claims Procedure 27 3.14 Construction 29


Page ARTICLE IV. PLAN ADMINISTRATION 30 4.01 Responsibility for Benefit Determination 30 4.02 Duties of Committee 30 4.03 Procedure for Payment of Benefits Under the Plan 30 4.04 Compliance 31 APPENDIX A 32 APPENDIX B 36

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ITT EXCESS PENSION PLAN IA ARTICLE I. DEFINITIONS The following terms when capitalized herein shall have the meanings assigned below. 1.01 Acceleration Event shall mean " Acceleration Event" as that term is defined under the provisions of the Plan as in effect on October 3, 2004. 1.02 Annuity Starting Date shall mean, unless the Plan expressly provides otherwise, the first day of the first period for which an amount is due as an annuity or any other form. However, if a Change in Control occurs, the Annuity Starting Date of a Participant with regard to his 409A Supplemental Benefit shall be the date such Change in Control occurs. 1.03 Associated Company shall mean any division, subsidiary or affiliated company of the Corporation not participating in the Plan which is an Associated Company, as defined in the Retirement Plan. 1.04 Beneficiary shall mean the person designated pursuant to the provisions of the Retirement Plan to receive benefits under said Retirement Plan after a Participant' s death. In the absence of a beneficiary designation under the provisions of the Retirement Plan, the Participant' s Beneficiary shall be his spouse (or Registered Domestic Partner), if any, otherwise his estate. Notwithstanding the foregoing, with respect to any survivor benefit payable pursuant to the provision of Section 2.04(c)(ii) based on the Participant' s 409A Supplemental Benefit attributable to the Traditional Pension Plan (" TPP" ) formula (as defined in Section 4.01(b) of the Retirement Plan), in the absence of a beneficiary designation under the provisions of the Retirement Plan, the Participant' s Beneficiary shall be his spouse (or Registered Domestic Partner), if any, otherwise the person or persons named as his beneficiary (or beneficiaries) under the ITT Salaried Investment and Savings Plan, if any, or if none, then the person or persons named as his beneficiary (or beneficiaries) under the Company' s life insurance program. For purposes of the Plan, a Registered Domestic Partner shall have the same meaning as set forth in the Retirement Plan.


Page 2 1.05 Board of Directors shall mean the Board of Directors of ITT Corporation or any successor thereto. 1.06 Change in Control shall mean " Change in Control" as such term is defined under the terms of ITT Excess Pension Plan IIA, as amended from time to time. 1.07 Code shall mean the Internal Revenue Code of 1986, as amended from time to time. 1.08 Committee shall mean the Benefits Administration Committee under the Retirement Plan. 1.09 Company shall mean the Corporation with respect to its employees and any Participating Unit (as that term is defined in the Retirement Plan) authorized by the Corporation to participate in the Plan with respect to its employees. 1.10 Company Pension Plan shall mean any tax qualified defined benefit plan other than the Retirement Plan maintained by the Company or an Associated Company. 1.11 Corporation shall mean ITT Corporation, an Indiana corporation, (successor by merger to and formerly known as ITT Industries, Inc.), or any successor by merger, purchase or otherwise. 1.12 Deferred Compensation Program shall mean any nonqualified deferred compensation plan maintained by the Company or an Associated Company. 1.13 Disability or Disabled shall mean " Disability" as defined under Treasury Regs. Section 1.409A-3(i)(4)(i) and (ii) and any subsequent guidance thereto. 1.14 Eligible Employee shall mean a member of the Retirement Plan who occupies on December 31, 2007, or occupied prior to December 31, 2007, a position of senior management with the Corporation at the Vice President level or higher. 1.15 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.


Page 3 1.16 Excess Benefit Portion shall mean the portion of the Plan which is intended to constitute an unfunded excess benefit plan under Sections 3(36) and 4(b)(5) of Title I of ERISA which provides benefits not otherwise payable under the Retirement Plan due to restrictions imposed by Section 415 of the Code. 1.17 Grandfathered Pre-2005 Benefit shall mean the portion of the Participant' s Supplemental Benefit, if any, that was accrued and vested before January 1, 2005, determined under the provisions of the Plan without regard to any amendments after October 3, 2004 which would cause a material modification for Code Section 409A purposes, the provisions of Section 409A, the regulations promulgated thereunder and other applicable guidance, adjusted for the passage of time based on actuarial equivalent assumptions and procedures established by the Committee in accordance with the provisions of Treasury Regs. 1.409A-6(a)(3)(iv). 1.18 ITT Excess Benefit Trust shall mean the grantor trust established for this Plan effective as of January l, 1985. 1.19 Participant shall mean an Eligible Employee who is participating in the Plan pursuant to Section 2.01 hereof. 1.20 Plan shall mean the ITT Excess Pension Plan IA, as set forth herein or as amended from time to time. 1.21 Plan Year shall mean the calendar year. 1.22 Retirement Plan shall mean the ITT Salaried Retirement Plan (formerly known as the ITT Industries Salaried Retirement Plan), as amended from time to time. 1.23 Select Management Portion shall mean the portion of the Plan, other than the Excess Benefit Portion, which is intended to constitute an unfunded deferred compensation plan for a select group of management or highly compensated employees under Title I of ERISA. 1.24 Specified Employee shall mean a " specified employee" as such term is defined in the Income Tax Regulations under Section 409A as modified by the rules set forth below:


Page 4 (a) For purposes of determining whether a Participant is a Specified Employee, the compensation of the Participant shall be determined in accordance with the definition of compensation provided under Treas. Reg. Section 1.415(c) 2(d)(3) (wages within the meaning of Code section 3401(a) for purposes of income tax withholding at the source, plus amounts excludible from gross income under Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 57(b), without regard to rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed). (b) The " Specified Employee Identification Date" means December 31, unless the Compensation Committee of the Board has elected a different date through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Company or any Associated Company. (c) The " Specified Employee Effective Date" means the first day of the fourth month following the Specified Employee Identification Date or such earlier date as is selected by the Compensation Committee of the Board. 1.25 Supplemental Benefit shall mean the monthly benefit payable to a Participant as determined under Section 2.02. 1.26 409A Supplemental Benefit shall mean the portion of a Participant' s Supplemental Benefit, if any, in excess of his Grandfathered Pre-2005 Benefit. 1.27 Termination of Employment shall mean a " Separation from Service" as such term is defined in the Treasury Regs. under Section 409A of the Code, as modified by the rules described below: (a) An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence pursuant to Company policies shall incur a Termination of Employment on the first date immediately following the later of (i) the six-month


Page 5 anniversary of the commencement of the leave (eighteen month anniversary for a disability leave of absence) or (ii) the expiration of the Employee' s right, if any, to reemployment under statute or contract or pursuant to Company policies. For this purpose, a " disability leave of absence" is an absence due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, where such impairment causes the employee to be unable to perform the duties of his job or a substantially similar job.; (b) For purposes of determining whether another organization is an Associated Company of the Corporation, common ownership of at least 50% shall be determinative; (c) The Corporation specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Termination of Employment with respect to the executive providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Code Section 409A. Whether Termination of Employment has occurred shall be determined by the Committee in accordance with Code Section 409A, the regulations promulgated thereunder, and other applicable guidance, as modified by rules described above. The terms or phrases " terminates employment," " termination of employment," " employment is terminated," or any other similar terminology shall have the same meaning as a " Termination of Employment."


Page 6 ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS 2.01 Participation (a) Each Eligible Employee who is a Participant in the Plan as of January 1, 2008 shall continue to be a Participant in the Plan, subject to the provisions of paragraph (b) below. Effective as of January 1, 2008, participation in the Plan is frozen and there shall be no new Participants in the Plan on or after that date. (b) Each Eligible Employee' s annual retirement allowance or vested benefit which at the time of payment under the Retirement Plan exceeds the limitations imposed by Code Section 415(b) (or prior to January 1, 2000, Code Section 415(e)) shall be payable from the Excess Benefit Portion of the Plan. (c) Each Eligible Employee' s annual retirement allowance or vested benefit which at the time of payment under the Retirement Plan is limited by reason of the Code Section 401(a)(17) limitation on Compensation (as that term is defined in the Retirement Plan) shall be payable from the Select Management Portion of the Plan. (d) A Participant' s participation in the Plan shall terminate upon the Participant' s death or other Termination of Employment with the Company and all Associated Companies, unless a benefit is payable under the Plan with respect to the Participant or his Beneficiary under the provisions of this Article II. 2.02 Amount of Supplemental Benefits (a) A Participant' s Supplemental Benefit under this Article II shall be equal to the excess, if any, of (i) over (ii) as determined below:


Page 7 (i) the monthly retirement allowance or vested benefit determined as of such Participant' s Termination of Employment which would have been payable to the Participant under Section 4.02, 4.03, 4.04, 4.05 or 4.06 of the Retirement Plan, whichever is applicable, assuming such benefit commences on the date set forth in Section 2.04(a)(i), (ii) or (iv), whichever is applicable, and (1) prior to the application of any offset required pursuant to Section 4.10 or to an applicable Appendix of the Retirement Plan with regard to benefits payable under any other Company Pension Plan; (2) without regard to the provisions contained in Section 415 of the Code relating to the maximum limitation on benefits, as incorporated into the Retirement Plan; and (3) without regard to the annual limitation on Compensation contained in Section 401(a)(17) of the Code, as incorporated into the Retirement Plan;over (ii) the monthly retirement allowance or vested benefit which would have been payable for the Participant' s lifetime under Section 4.02, 4.03, 4.04, 4.05 or 4.06 of the Retirement Plan, whichever is applicable assuming such benefit commences on the date set forth in Section 2.04(a)(i), (ii) or (iv), whichever is applicable, and determined (1) prior to the application of any offset required pursuant to Section 4.10 or an applicable Appendix of the Retirement Plan with regard to benefits payable under any other Company Pension Plan; (2) with regard to the provisions contained in Section 415 of the Code relating to maximum limitation benefits as incorporated into the Retirement Plan; and


Page 8 (3) with regard to the annual limitation on Compensation contained in Section 401(a)(17) of the Code, as incorporated into the Retirement Plan. (b) Except as otherwise provided below, if, after a Participant' s Annuity Starting Date, changes to the Code or ERISA permit the Retirement Plan to provide for payment of a Participant' s monthly retirement allowance or vested benefit in an amount greater than that permissible at that particular Annuity Starting Date, the Participant' s monthly benefit under this Plan shall be reduced by the portion of his retirement allowance or vested benefit thereafter paid from the Retirement Plan. This provision shall not be applicable to any portion of a Participant' s Supplemental Benefit received in the form of a lump sum payment. 2.03 Vesting (a) A Participant shall be vested in, and have a nonforfeitable right to, the benefit payable under this Article II to the same extent as the Participant is vested in his Accrued Benefit (as that term is defined in the Retirement Plan) under the provisions of the Retirement Plan. (b) Notwithstanding any provision of this Plan to the contrary, in the event of an Acceleration Event, all Participants and their Beneficiaries shall become fully vested in the benefits provided under this Plan. 2.04 Payment of Benefits (a) Timing of Payment (i) Subject to the provisions of clause (iii) below, the portion of any Participant' s 409A Supplemental Benefit payable under Section 2.02 attributable to the TPP formula (as defined in Section 4.01(b) of the Retirement Plan), to the extent vested pursuant to Section 2.03, shall commence as of the first day of the month following (1) the Participant' s Termination of Employment or (2) if the Participant is not at least age 50 on such date of Termination of


Page 9 Employment and his age and service as of such date does not equal 80 or more, the Participant' s attainment of age 55, if later. (ii) Notwithstanding the foregoing provisions of clause (i) above and subject to the provisions of clause (iii) below, the portion of any Participant' s 409A Supplemental Benefit payable under Section 2.02 attributable to the PEP formula (as defined in Section 4.01(c) of the Retirement Plan), to the extent vested pursuant to Section 2.03, shall commence as of the first day of the month following the Participant' s Termination of Employment. (iii) Notwithstanding the foregoing, the actual payment of a 409A Supplemental Benefit payable under Section 2.02 due to the Participant' s Termination of Employment for reasons other than death or Disability shall not commence prior to the first day of the seventh month following the Participant' s Termination of Employment. Any payment due the Participant which he would have otherwise received under Section 2.02 during the six month period immediately following such Participant' s Termination of Employment shall be accumulated, with interest, at the IRS Interest Rate (as defined in the Retirement Plan) in accordance with procedures established by the Committee. For the avoidance of doubt, the provisions of this clause (iii) shall not apply to a 409A Supplemental Benefit payable under (1) Section 2.04(c) due to the death of the Participant or (2) Section 2.04(d) due to the Participant' s Disability. (iv) Notwithstanding the foregoing, in the event a Participant who incurred a Termination of Employment prior to January 1, 2009 has not commence payment of his 409A Supplemental Benefit as of January 1, 2009, such Participant' s 409A Supplemental Benefit shall commence as of January 1, 2009 or, if later, the date specified in clause (i), (ii) or (iii) above, whichever is applicable.


Page 10 (v) A Participant' s Grandfathered Pre-2005 Benefit shall commence in accordance with the provisions of the Plan as in effect on October 3, 2004, modified as set forth in Appendix A and without regard to any Plan amendments after October 3, 2004 which would constitute a material modification for Code Section 409A purposes. (b) Form of Benefit (i) Unless a Participant has a valid election under clause (ii) or (iii) below in effect, the portion of the Participant' s 409A Supplemental Benefit determined under Section 2.02 attributable to the TPP formula (as defined in Section 4.01(b) of the Retirement Plan) shall be paid in the form of a single life annuity for the life of the Participant, if the Participant is not married on his Annuity Starting Date, or in the form of a 50% joint & survivor annuity, if the Participant is married (or has a Registered Domestic Partner) on his Annuity Starting Date. (ii) Subject to the provisions of clause (iv) below, a Participant may elect to convert his 409A Supplemental Benefit payable under Section 2.02 attributable to the TPP formula (as defined in Section 4.01(b) of the Retirement Plan) into an optional annuity of equivalent actuarial value available to that Participant under the provisions of Section 4.07(b) of the Retirement Plan as of his Annuity Starting Date, provided said optional annuity satisfies the definition of " life annuity" as provided in Treasury Regs. 1.409A-(2)(b)(2)(ii) and any further guidance thereto. Such equivalent actuarial value shall be based on the applicable factors set forth in Appendix A of the Retirement Plan. (iii) Notwithstanding the foregoing provisions of clauses (i) and (ii) above, a Part ...