Excess Pension Plan Iia

Exhibit 10.16 ITT EXCESS PENSION PLAN IIA Effective as of January 1, 1988
As Amended and Restated as of December 31, 2008


ITT EXCESS PENSION PLAN IIA The ITT Excess Benefit Plan II (the " Plan" ) was effective as of January 1, 1988. The purpose of the Plan was to provide those employees participating in the Retirement Plan for Salaried Employees of ITT Corporation or any successor plan 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 January 1, 1988, the ITT Select Management Plan II 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 II was merged into the ITT Excess Benefit Plan II and the surviving Plan was amended to accept the liabilities under ITT Industries Excess Pension Plan I attributable to all participants thereunder other than former or current Presidents, Chairmen, Chief Executive Officers, Chief Operating Officers or Executive Vice Presidents of ITT Industries, Inc. and was renamed the ITT Industries Excess Pension Plan II.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" ).As of January 1, 2008, the Plan was amended to solely provide to individuals who are designated Eligible Employees under the Plan on and after January 1, 2008 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 Excess Pension Plan IIB (which is authorized to be effective as of January 1, 2008) and to rename the Plan, as amended, the ITT Excess Pension Plan IIA.

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With respect to a Participant who (i) terminated employment with the ITT Corporation (the " Corporation" ) and all its Associated Companies by December 31, 2008 or (ii) was employed by ITT Corporation or one of its Associated Companies on October 1, 2008 and signs and submits his signed acknowledgement of termination to the ITT HQ Compensation Department on or before December 31, 2008 formalizing his date of Termination of Employment in 2009, the portion of his benefit, if any, 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 C 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 IIA TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS 8 2.01 Participation 8 2.02 Amount of Supplemental Benefits 8 2.03 Vesting 10 2.04 Payment of Benefits 10 2.05 Payment Upon the Occurrence of a Change in Control 17 2.06 Reemployment of Former Participant or Retired Participant 19 ARTICLE III. GENERAL PROVISIONS 20 3.01 Funding 20 3.02 Duration of Benefits 21 3.03 Discontinuance and Amendment 21 3.04 Termination of Plan 21 3.05 Plan Not a Contract of Employment 22 3.06 Facility of Payment 22 3.07 Withholding Taxes 22 3.08 Nonalienation 23 3.09 Forfeiture for Cause 23 3.10 Transfers 23 3.11 Acceleration of or Delay in Payments 24 3.12 Indemnification 24 3.13 Claims Procedure 25 3.14 Construction 26 ARTICLE IV. PLAN ADMINISTRATION 28 4.01 Responsibility for Benefit Determination 28 4.02 Duties of Committee 28 4.03 Procedure for Payment of Benefits Under the Plan 28 4.04 Compliance 29 APPENDIX A 30 APPENDIX B 33 APPENDIX C 34


ITT EXCESS PENSION PLAN IIA 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,


Page 2 a Registered Domestic Partner shall have the same meaning as set forth in the Retirement Plan. 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 an event which shall occur if there is: (i) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial portion of the assets of the Corporation. For purposes of this Section, a change in the ownership occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury Regs. 1.409A-3(i)(5)(v)(B)), acquires ownership of stock that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation. A change in the effective control occurs on the date on which either (i) a person, or more than one person acting as a group (as defined in Treasury Regs. 1.409A-3(i)(5)(v)(B)), acquires ownership of stock possessing 30% or more of the total voting power of the stock of the Corporation, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a majority of the members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder. A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury Regs. 1.409A-3(i)(5)(v)(B)), other than a person or group of persons that is related to the Corporation, acquires assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Corporation


Page 3 immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition. The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the requirements of Code Section 409A and the regulations promulgated thereunder. 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 is not eligible to participate in the ITT Excess Pension Plan IA or IB.


Page 4 1.15 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. 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, with respect to a Participant who (i) terminated employment on or prior to December 31, 2008 or (ii) was employed by the Company or an Associated Company on October 1, 2008 and signs and submits his acknowledgement of termination to ITT HQ Compensation Department on or before December 31, 2008 formalizing his date of Termination of Employment in 2009, the portion of such 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 Participant shall mean an Eligible Employee who is participating in the Plan pursuant to Section 2.01 hereof. 1.19 Plan shall mean the ITT Excess Pension Plan IIA, as set forth herein or as amended from time to time. 1.20 Plan Year shall mean the calendar year.


Page 5 1.21 Retirement Plan shall mean the ITT Salaried Retirement Plan (formerly known as the ITT Industries Salaried Retirement Plan), as amended from time to time. 1.22 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. 1.23 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: (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. 1.24 Supplemental Benefit shall mean the monthly benefit payable to a Participant as determined under Section 2.02.


Page 6 1.25 409A Supplemental Benefit shall mean the portion of a Participant' s Supplemental Benefit, if any, in excess of his Grandfathered Pre-2005 Benefit. 1.26 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 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.


Page 7 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 8 ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS 2.01 Participation (a) Each Eligible Employee who is a Participant in the Plan as of December 31, 2008 shall continue to be a Participant in the Plan, subject to the provisions of paragraph (d) below. An Eligible Employee whose retirement allowance or vested benefit under the Retirement Plan exceeds the limitations imposed by Code Section 415(b) or Code Section 4019a)(17) shall become a Participant in the Plan. (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 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 9 (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 (3) with regard to the annual limitation on Compensation contained in Section 401(a)(17) of the Code, as incorporated into the Retirement Plan.


Page 10 (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 Ves ...