Excess Pension Plan Iib

Exhibit 10.55 ITT EXCESS PENSION PLAN IIB Effective as of January 1, 2008
As Amended and Restated as of December 31, 2008


ITT EXCESS PENSION PLAN IIB The ITT Excess Pension Plan IIB (the " Plan" ) has been authorized and adopted by the Board of Directors of ITT Corporation (the " Corporation" ) to be effective as of January 1, 2008. The purpose of the Plan is to provide certain supplemental benefits to certain select management or highly compensated employees who qualify for benefits under the ITT Salaried Retirement Plan (the " Retirement Plan" ).Effective as of January 1, 2008, the ITT Excess Pension Plan II was amended (i) to solely provide to individuals who are eligible employees thereunder on and after January 1, 2008, the excess benefits which would have been payable under the Retirement Plan but for the limitations imposed by Sections 415 and 401(a)(17) of the Internal Revenue Code (the " Code" ) and (ii) to transfer into the ITT Excess Pension Plan IIB (as the successor plan) all liabilities not attributable to such excess benefits. The Plan provisions effective as January 1, 2008 are substantially identical, except with respect to Plan participation, to the provisions of the ITT Excess Pension II as in effect on December 31, 2007 unless other indicated in Appendix A attached hereto.Effective as of December 21, 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 ITT Corporation (the " Corporation" ) and all its Associated Companies prior to January 1, 2005 shall be subject to the provisions of the ITT Excess Pension Plan II as in effect on October 3, 2004 (attached hereto as Appendix C and made part hereof). In addition, with respect to a Participant (i) who terminated employment with the Corporation or one of its Associated Companies on or prior to December 31, 2008 or (ii) who was employed by the Company or an Associated Company on October 1, 2008 and signs and submits his acknowledge 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 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 ITT Excess Pension Plan II as in effect on October 3,


Page 22004 without regard to any 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.


ITT EXCESS PENSION PLAN IIB TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS 5 2.01 Participation 5 2.02 Amount of Supplemental Benefits 6 2.03 Vesting 7 2.04 Payment of Benefits 7 2.05 Payment upon the Occurrence of a Change in Control 14 2.06 Reemployment of Former Participant or Retired Participant 16 ARTICLE III. GENERAL PROVISIONS 17 3.01 Funding 17 3.02 Duration of Benefits 17 3.03 Discontinuance and Amendment 18 3.04 Termination of Plan 18 3.05 Plan Not a Contract of Employment 19 3.06 Facility of Payment 19 3.07 Withholding Taxes 19 3.08 Nonalienation 19 3.09 Forfeiture for Cause 20 3.10 Transfers 20 3.11 Acceleration of or Delay in Payments 20 3.12 Indemnification 21 3.13 Claims Procedure 22 3.14 Construction 23 ARTICLE IV. PLAN ADMINISTRATION 25 4.01 Responsibility for Benefit Determination 25 4.02 Duties of Committee 25 4.03 Procedure for Payment of Benefits Under the Plan 25 4.04 Compliance 26 APPENDIX A 27 APPENDIX B 30 APPENDIX C 31


ITT EXCESS PENSION PLAN IB 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 ITT Excess Plan II 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 " 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.


Page 3 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. 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 Excess Plan II shall mean the ITT Excess Plan II (formerly known as the ITT Industries Excess Pension Plan II). 1.18 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 the 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 Excess Plan II 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). 1.19 Participant shall mean an Eligible Employee who is participating in the Plan pursuant to Section 2.01 hereof.


Page 4 1.20 Plan shall mean the ITT Excess Pension Plan IIB, 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 ITT Excess Pension Plan IIA. 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 ITT Excess Pension Plan IIA.


Page 5 ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS 2.01 Participation (a) Each individual who is (i) an Eligible Employee on January 1, 2008 (ii) a participant in the Excess Plan II on December 31, 2007 and (ii) whose annual retirement allowance or vested benefit under the Retirement Plan is reduced as a result of (i) deferrals of Compensation under a Deferred Compensation Program; or (ii) such other restrictions imposed by the Board of Directors with respect to the determination of a Participant' s retirement allowance or vested benefit under the Retirement Plan shall, subject to the provisions of paragraph (d) below, become a Participant of this Plan on January 1, 2008. (b) Effective on and after January 1, 2008, each other Eligible Employee whose annual retirement allowance or vested benefit under the Retirement Plan is reduced as a result of (i) deferrals of Compensation under a Deferred Compensation Program; or (ii) such other restrictions imposed by the Board of Directors with respect to the determination of a Participant' s retirement allowance or vested benefit under the Retirement Plan, shall be a Participant. (c) A former Eligible Employee who was a Participant in the ITT Select Management Portion of the Excess Plan II receiving or entitled to receive benefit payments thereunder as of December 31, 2007, including those persons receiving benefit payments made pursuant to the provisions of the Enhanced Retirement Program which were restricted from payment under the Retirement Plan, shall, subject to the provisions of paragraph (d) below, become a Participant on January 1, 2008.


Page 6 (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: (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; (3) without regard to the annual limitation on Compensation contained in Section 401(a)(17) of the Code, as incorporated into the Retirement Plan; and (4) without regard to deferrals of Compensation made pursuant to a Deferred Compensation program.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


Page 7 (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) without regard to the provisions contained in Section 415 of the Code relating to maximum limitation 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. 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 age 50 on such date of Termination of 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.


Page 8 (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 Pension Equity Plan (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, if a Participant is classified as a " Specified Employee" on his date of Termination of Employment, the actual payment of a 409A Supplemental Benefit payable under Section 2.02 on account of such 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 April 1, 2009 (January 1, 2009 with respect to Participants listed in Appendix B), 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 9 (v) A Participant' s Grandfathered Pre-2005 Benefit shall commence in accordance with the provisions of the Excess Plan II as in effect on October 3, 2004, modified as set forth in Appendix A and without regard to any amendments after October 3, 2004 which would constitute a material modification for Code Section 409A purposes. (b) Form of Benefit (i) Notwithstanding any provisions of the Plan to the contrary, 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 same form as the Participant' s supplemental benefit determined under the provisions of the ITT Excess Pension Plan IIA attributable to the TPP formula (as defined in Section 4.01(b) of the Retirement Plan), if any, is paid. However, if the Participant is not entitled to a supplemental benefit under the provisions of the ITT Excess Pension IIA attri ...