SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

(Mark One)

þ		Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2008

o		Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from                     to

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

ITT SALARIED INVESTMENT AND SAVINGS PLAN

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

ITT CORPORATION
1133 WESTCHESTER AVENUE, WHITE PLAINS, NY 10604

 

 

ITT SALARIED INVESTMENT AND SAVINGS PLAN

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2008 and 2007		F-2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2008		F-3
Notes to Financial Statements as of December 31, 2008 and 2007, and for the Year Ended December 31, 2008		F-4 - F-15
SUPPLEMENTAL SCHEDULE-
Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2008		F-16 - F-56
Exhibit 23 — Consent of Independent Registered Public Accounting Firm		F-57

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosures under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

These financial statements have been prepared from the Company’s books and records after making all necessary adjustments thereto, and they represent the final statements for the period ended December 31, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Investment and Savings Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

		ITT SALARIED INVESTMENT AND SAVINGS PLAN
BY:		/s/ Geovanna Chan
		(Geovanna Chan, Director Benefits Administration & Financial Reporting)

July 14, 2009
(Date)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Members of the
ITT Salaried Investment and Savings Plan
White Plains, NY

We have audited the accompanying statements of net assets available for benefits of the ITT Salaried Investment and Savings Plan (the “Plan”) as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic 2008 financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2008 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. Such supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic 2008 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2008 financial statements taken as a whole.

/s/ Deloitte & Touche LLP

New York, New York

July 14, 2009

ITT SALARIED INVESTMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
($ IN THOUSANDS)

		December 31,
		2008				2007
Assets:
Investments:
Cash and cash equivalents		$	21,972			$	43,635
Equities			670,162				1,057,772
Mutual funds			142,787				253,897
U.S. government securities			18,243				31,785
Corporate bonds			21,140				8,416
Guaranteed investment contracts			642,142				622,053
Common collective trusts			253,542				352,015
Brokerage account			5,389				7,020
Member loans			26,583				25,389
Total investments			1,801,960				2,401,982
Receivables:
Dividends			2,195				1,944
Interest			423				681
Unsettled security sales			439				1,249
Total receivables			3,057				3,874
Collateral held under securities lending agreement			82,313				170,862
Total assets			1,887,330				2,576,718
Liabilities:
Liability to return collateral held under securities lending agreement			92,702				170,862
Accrued financial services expense			769				1,165
Accrued administrative expense			187				—
Unsettled security purchases			893				3,828
Total liabilities			94,551				175,855
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE			1,792,779				2,400,863
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			44,833				(3,282	)
NET ASSETS AVAILABLE FOR BENEFITS		$	1,837,612			$	2,397,581

The accompanying notes to financial statements are an integral part of the above statements.

ITT SALARIED INVESTMENT AND SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

		Year ended
		December 31, 2008
Investment (loss)/income:
Net depreciation in fair value of investments		$	(570,797	)
Dividends			23,685
Interest			35,410
Total investment (loss)			(511,702	)
Contributions:
Participants			82,761
Employer			26,648
Total contributions			109,409
Asset rollovers			7,760
DEDUCTIONS:
Withdrawals and distributions			(160,152	)
Corrective distributions			(82	)
Investment management and administrative expenses			(5,202	)
Total deductions			(165,436	)
DECREASE IN NET ASSETS			(559,969	)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year			2,397,581
End of year		$	1,837,612

The accompanying notes to financial statements are an integral part of the above statement.

ITT SALARIED INVESTMENT AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007, AND

FOR THE YEAR ENDED DECEMBER 31, 2008

1. DESCRIPTION OF THE PLAN

The following description of the ITT Salaried Investment and Savings Plan (the “Plan”) is provided for general information purposes only. Members should refer to the Plan document for more complete information.

General—The Plan is a defined contribution plan generally covering all regular salaried U.S. employees of ITT Corporation (the “Company”). Employees are eligible to join the Plan on the first day of the calendar month following completion of one month of service. Part—time /temporary employees are eligible as of the first of the month following the completion of at least 1,000 hours of service in an anniversary year. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Contributions—

Employee—An eligible employee as defined in the Plan (“Member”) may generally elect to contribute 2% to 25% of base salary. A Member may designate his/her savings as Before-Tax Savings, After-Tax Savings, or any combination of the two. A Member who is considered a Highly Compensated Employee under the Plan may elect Plan savings up to a maximum of 14% of base salary as either Before-Tax Savings, After-Tax Savings, or any combination. Member contributions are subject to the dollar limitation contained in Section 402(g) of the Internal Revenue Code (the “Code”). All salaried employees who first satisfy the eligibility requirements for participation in the Plan on or after January 1, 2006 and who have not elected a contribution rate, shall be deemed to have elected a 2% before-tax employee contribution rate, provided however, that at any time, such employee may elect to contribute at a different rate, including 0%, in accordance with the terms of the Plan.

Employer—An amount equal to 50% of a Member’s first 6% of base salary saved is matched by the Company. In addition, the Company contributes 1/2 of 1% of base salary to the Floor Company Contribution Account, as defined by the Plan, to each eligible Member. All Members have the ability to invest their Company contributions in any of the Plan’s investment options.

Any contributions (employee and/or Company) directed by Members into the ITT Stock Fund, including future contributions to the Plan, are deposited into the Employee Stock Ownership account (“ESOP”). All dividends associated with the contributions held in the ESOP in the Plan are immediately 100% vested. In addition, Members can make an election regarding the payment of their ESOP dividends. Members can elect to have their ESOP dividends either reinvested in the ITT Stock Fund or paid to them in cash on a quarterly basis.

The Plan limits the amount that may be held in the ITT Stock Fund to 20% of a Member’s total account balance. Members who hold 20% or more of their total account balance in the ITT Stock Fund at the end of any calendar quarter, will not be permitted to designate any future contributions (employee and Company) to the ITT Stock Fund, or transfer balances into that Fund, for the following calendar quarter. Members who hold less than 20% of their total account balance in the ITT Stock Fund may designate up to 20% of their future contributions (employee and Company) to the ITT Stock Fund, and may transfer balances into that Fund, provided that the balance in the ITT Stock Fund does not exceed 20% of the Member’s total account balance after the transfer.

The Plan also limits the amount that may be held in the Schwab Personal Choice Retirement Account to 20% of a Member’s total account balance.

Investment Direction—A Member may direct employee contributions and Company contributions, in any whole percentage, among any of twenty four investment options, and the Member can change his/her future savings and reallocate his/her accumulated investments in 1% increments on a daily basis among the twenty four funds, however, limited to a maximum of four fund reallocations or transfers in any calendar month, as defined below. The twenty four funds are as follows:

Stable Value Fund
Long Term Bond Fund
JPMCB SmartRetirement Income Fund
JPMCB SmartRetirement Fund 2010
JPMCB SmartRetirement Fund 2015
JPMCB SmartRetirement Fund 2020
JPMCB SmartRetirement Fund 2025
JPMCB SmartRetirement Fund 2030
JPMCB SmartRetirement Fund 2035
JPMCB SmartRetirement Fund 2040
JPMCB SmartRetirement Fund 2045
JPMCB SmartRetirement Fund 2050
Balanced Fund
Enhanced Equity Index Fund
Large Cap Core Plus Fund
Large Cap Value Fund
Large Cap Growth Fund
Global Equity Fund
International Equity Fund
Small Cap Core Fund
Small Cap Value Fund
Small Cap Growth Fund
ITT Stock Fund
Schwab Personal Choice Retirement Account (“PCRA”)

Member Accounts—Each Member’s account is credited with the Member’s contributions, Company contributions and an allocation of Plan earnings, withdrawals and Plan losses, net of administrative expenses and investment management fees. Allocations are based on Member account balances, as defined in the Plan document. The benefit to which a Member is entitled is the benefit that can be provided from the Member’s vested account.

Plan accounts are valued and reconciled between the trustee and record keeper daily. Members can initiate transactions by using the Plan’s web site or by speaking to a Plan representative at the ITT Benefits Center (“Benefits Center”).

A Member or deferred Member may perform a maximum of four fund reallocations or transfers in any calendar month. A reallocation or a transfer shall be defined as a single reallocation or a single transfer, or as a series of reallocations and/or transfers taking place on a single business day.

A deferred Member is a Member who has terminated employment with the Company and has elected to either defer his account or did not make any election and therefore, his account was automatically deferred, the spouse beneficiary of a deceased Member or deferred Member, or an alternate payee designated as such pursuant to a domestic relations order as qualified by the Plan.

Vesting—Members are immediately vested in their contributions and the Company floor contributions plus earnings thereon. Member’s interests in matching Company contributions vest according to the following schedule, except as noted previously with respect to dividends on ESOP shares which are 100% vested:

		Non-forfeitable
Years of Service		Percentage
Less than 1 year			0	%
1 but less than 2 years			20	%
2 but less than 3 years			40	%
3 but less than 4 years			60	%
4 but less than 5 years			80	%
5 or more years			100	%

Forfeitures—At December 31, 2008 and 2007, forfeited nonvested accounts totaled $729 and $704, respectively. During the year ended December 31, 2008, the forfeitures of $729 were used to reduce employer contributions to the Plan.

Member Loans—A Member may request a loan in any specified whole dollar amount which must be at least one thousand dollars but which may not exceed the lesser of 50% of the vested account balance or fifty thousand dollars, reduced by the Member’s highest outstanding loan balance, if any, during the prior one-year period. The interest rate charged by the Plan is based on the prime rate plus 1%, as published in the Wall Street Journal on the first business day of the month in which the loan is originated, and remains the same throughout the term of the loan. General purpose loan terms range from one to sixty months. If the loan is used in the purchase of a primary residence, the loan term can be for a period of up to one hundred eighty months. Members may have two loans outstanding at the same time. Loans to Members at December 31, 2008 and 2007 were $26,583 and $25,389, respectively. The loans are secured by the balance in the Member’s account.

A terminated Member may continue to make periodic repayment on their loans after separation by contacting the Plan’s Benefits Center. However, no new loans can be requested after termination of employment.

In 2009, it was determined that a number of outstanding loans were delinquent during 2008 and not defaulted in a timely manner. The Plan has filed a Voluntary Correction Program (“VCP”) application with the Internal Revenue Service (“IRS”) to inform them of this, and the Plan has taken corrective actions to notify the affected Members and to consider these funds as distributed. The VCP has been approved and accepted by the IRS.

Payment of Benefits—On termination of employment (including death, disability, or retirement), a Member or his/her surviving spouse beneficiary may elect to receive a lump-sum amount equal to the value of the Member’s vested interest in his/her account paid in cash or as a rollover to another qualified plan or an Individual Retirement Account (“IRA”), or periodic payments under one of two alternative installment options. In any case, a Member or his/her surviving spouse beneficiary whose vested account balance is more than five thousand dollars may elect to keep his/her account balance in the Plan until the year in which the Member reaches/would have reached age 70 ¹/2. Upon the death of a Member, with a non-spouse beneficiary, the distribution must be made within five years from the Member’s date of death in the form of a lump sum payment or annual fixed period installments, provided that the number of installments does not extend beyond five years from the date of the Member’s death.

Direct Rollover of Certain Distributions — If a Member leaves the Company for any reason, the Member is entitled to receive a distribution of the total vested value of his/her account. The distribution can be in the form of a rollover as follows:

(1)		Elective Rollover — A Member may elect a rollover distribution paid directly to not more than two eligible retirement plans as specified by the Member.
(2)		Mandatory Rollover —

	(A)		If a Member’s account balance is greater than $1,000 but less than $5,001 and the Member fails to make an affirmative election to either receive the lump sum payment or have it directly rolled over to another qualified plan or an IRA within the election period, the account balance will be automatically rolled over to an IRA established in the Member’s name.
	(B)		If a Member’s account balance is $1,000 or less and the Member fails to make an affirmative election to either receive the lump sum payment or have it directly rolled over to an another qualified plan or an IRA within the election period, the account balance will be automatically paid out to the Member.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting—The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain amounts have been reclassified to conform to current year presentation.

Use of Estimates, Risks and Uncertainties— The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Further, the Plan’s valuation methods may produce a fair value estimate that may not be indicative of net realizable value or reflective of future fair values. While the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to estimate fair value could result in a different measure of fair value at the measurement date which could materially affect the amounts reported in the financial statements.

Income Recognition— Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

New Accounting Pronouncement— The financial statements reflect the prospective adoption of FASB Statement No. 157 (“Statement 157”), Fair Value Measurements, as of January 1, 2008. Statement 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about assets and liabilities measured at fair value. Statement 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The adoption of Statement 157 did not have a material impact on the Plan’s financial statements.

Statement 157 also establishes a fair value hierarchy that categorizes and prioritizes the inputs used to estimate fair value into three levels. The fair value hierarchy is based on maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Classification within the fair value hierarchy is based on the lowest level input that is significant to the fair value measurement. The three levels of the fair value hierarchy are defined as follows:

	•		Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
	•		Level 2 inputs are other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices (in non-active markets or in active markets for similar assets or liabilities), inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	•		Level 3 inputs are unobservable inputs for the assets or liabilities.

In certain instances, fair value is estimated using quoted market prices obtained from an external pricing service. In obtaining such data from the pricing service, the Plan has evaluated the methodologies used to develop the estimate of fair value in order to evaluate whether such valuations are representative of fair value. Additionally, in certain circumstances, the Plan may adjust the net asset value (“NAV”) reported by an asset manager when it has sufficient evidence to support applying such adjustments. No adjustments to reported NAV have been recorded. The Plan’s investments are stated at fair value except for its benefit-responsive investment contract investments, which are stated at fair value and then adjusted to contract value (Note 7). The following is a description of the valuation methodologies and inputs used to measure fair value.

	•		Cash and cash equivalents —Fair value is measured at the closing price of the security reported on the major market on which the security is traded.
	•		Equities — Common and preferred stock is valued at the closing price reported on the major market on which the individual securities are traded at the measurement date. ITT Stock Fund invests primarily in ITT Corporation common stock, which is traded on the New York Stock Exchange (NYSE) under the ticker symbol (ITT) and is valued at its NAV. The NAV of the ITT Stock Fund is computed based on the closing price of ITT common stock reported by the NYSE at the measurement date, plus the NAV of the short-term money market included in the ITT Stock Fund, divided by the number of units outstanding. The money market portion of the ITT Stock Fund provides liquidity, which enables the Plan Members to transfer money daily among all investment choices.
	•		Mutual funds — Units of participation in mutual funds are valued at the NAV, based on quoted prices in active markets, of shares held by the Plan at the measurement date.
	•		U.S. government securities and corporate bonds — U.S. government securities are generally valued using matrix pricing or fair value was estimated using quoted prices of securities with similar characteristics. Corporate bonds are generally valued by using pricing models (e.g., discounted cash flows), quoted prices of securities with similar characteristics or broker quotes.

	•		Guaranteed investment contracts — The stable value fund includes traditional and synthetic guaranteed investment contracts (“GICs”). For a traditional GIC, the issuer of the GIC takes a deposit from the Plan and purchases investments that are held in the issuer’s general accounts. In return, the issuer of the GIC is obligated to repay the principal and specified interest guaranteed to the Plan. The fair value of a traditional GIC is generally estimated by discounting the related cash flows based on current yields of similar instruments with comparable durations. In a synthetic GIC structure, there are two components, an underlying investment and a wrapper contract. The underlying investments remain owned by the Plan and are measured at fair value and reported in the fair value hierarchy based on the nature of the individual security. The fair value of wrapper contracts is generally estimated using the discounted replacement cost approach which incorporates the difference between current market rates for the identical wrapper and wrap fees currently being charged by market participants.
	•		Common collective trusts (“CCTs”) — Fair value is estimated based on NAV. While NAV for a CCT is quoted in a market that is not active; classification in the fair value hierarchy is based on the observability of the investments held in the CCT. Accordingly, the Plan has classified CCTs based on the lowest level input that is significant to NAV.
	•		Brokerage Account — Securities held in the Brokerage account are valued at the closing price reported on the major market on which the individual securities are traded at the measurement date and are classified in Level 1 of the fair value hierarchy.
	•		Member loans — Loans to plan Members, all of which are secured by vested account balances of borrowing Members, are valued at their outstanding balances, which approximates fair value.

Fair Value Measurement — The following table sets forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis at December 31, 2008.

Fair Value Measurements at December 31, 2008

		Quoted Prices in								Significant
		Active Markets for				Significant Other				Unobservable
		Identical Assets				Observable Inputs				Inputs
		(Level 1)				(Level 2)				(Level 3)				Total
Cash and cash equivalents		$	21,972											$	21,972
Equities			675,551												675,551
Mutual funds			142,787												142,787
U.S. government securities						$	18,243								18,243
Corporate bonds							21,140								21,140
Guaranteed investment contracts			20,407				594,584			$	27,151				642,142
Common collective trusts							150,664				102,878				253,542
Member loans											26,583				26,583
Subtotal			860,717				784,631				156,612				1,801,960
Collateral held under securities lending agreement			36,834				42,726				2,753				82,313
Total		$	897,551			$	827,357			$	159,365			$	1,884,273

The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3):

														Collateral Held
		Guaranteed				Common								Under Securities
		Investment				Collective				Member				Lending
		Contracts				Trusts				Loans				Agreement				Total
Beginning balance - January 1, 2008		$	46,221			$	124,204			$	25,389			$	—			$	195,814
Realized (loss)			(3,304	)			(232	)											(3,536	)
Unrealized (loss)			(2,200	)			(30,960	)							(765	)			(33,925	)
Purchases, sales, issuance, and settlements, net			(13,566	)			13,396				1,194				(163	)			861
Transfers in and/or out of Level 3							(3,530	)							3,681				151
Ending balance - December 31, 2008		$	27,151			$	102,878			$	26,583			$	2,753			$	159,365

Expenses—The Plan pays for the administrative expenses of the Plan up to 0.25% of the market value of trust assets. In 2008, these expenses amounted to 0.12% of trust assets. These expenses are limited to services provided by unrelated vendors. The Company pays Plan administrative expenses which are not paid by the Plan. In addition to the administrative expense charge, an investment management fee is charged to each investment fund except for the ITT Stock Fund and the Schwab Personal Choice Retirement Account. These investment management fees totaled $3,689 and are reflected as a component of Investment Management and Administrative expense on the Statement of Changes in Net Assets Available For Benefits.

Payment of Benefits—Benefit payments to Members are recorded upon distribution. Amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid were $177 and $229 at December 31, 2008 and 2007, respectively.

Corrective Distribution — The Plan is required to retain contributions received during the plan year in excess of IRC limits.

3. INVESTMENTS

The following presents investments that represent 5 percent or more of the Plan’s net assets available for benefits:

		December 31,
		2008				2007
ITT Corporation Common Stock, 10,077,932 and 10,803,822 shares, respectively, at fair value		$	463,484			$	713,484
Pyramid Enhanced Intermediate Fixed Income Fund*		$	274,198			$	276,186
Pyramid Short Managed Maturing Fund*		$	104,351			$	119,830
American Global New Perspective Fund (Global Equity Fund), 5,340,014 and 5,385,671 shares, respectively, at fair value		$	100,819			$	182,790
Pyramid Intermediate Managed Maturing Fund*		$	99,756				*	*

During the year ended December 31, 2008, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated/(depreciated) in value by $(570,797), as follows:

Equities		$	(356,372	)
Mutual funds			(105,095	)
U.S. government securities			2,649
Corporate bonds			(6,864	)
Common collective trusts			(103,441	)
Other			(1,674	)
Net depreciation		$	(570,797	)

4. SECURITIES LENDING

The Plan participates in a securities lending program through the trustee. Under this program, the Plan’s investment securities are loaned to investment brokers for a fee. At December 31, 2008 and 2007, $90,662 and $167,431, respectively, of the Plan’s securities were loaned through the securities lending program. The value of the collateral received for securities on loan at December 31, 2008 and 2007 was $92,702 and $170,862, respectively. The fair value of invested collateral was $82,313 and $170,862 at December 31, 2008 and 2007, respectively. The net investment loss from the invested collateral was $10,389 and fee income from the securities lending program was $355 for the year ended December 31, 2008. The investment loss and fee income are recorded in net depreciation in fair value of investments on the statement of changes in net assets available for benefits. As of December 31, 2008, no plan Member had realized a loss as a result of the $10,389 collateral deficiency. The Plan intends to exit the securities lending program and the Company will fund any collateral deficiency.

Plan assets on loan under the securities lending agreement at December 31, 2008 and 2007 are as follows:

		2008				2007
Equities		$	29,018			$	116,643
Mutual funds			—				985
U.S. government securities			49,516				40,176
Corporate bonds			12,128				9,627
Total		$	90,662			$	167,431

5. PLAN TRUSTEE

Fees paid by the Plan for trustee services provided by Wells Fargo Bank, NA amounted to $378 for the year ended December 31, 2008.

6. FEDERAL INCOME TAX STATUS

The IRS has determined and informed the Company by letter dated February 12, 2004 that the Plan and related trust are designed in accordance with applicable sections of the Code. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code and the Plan and the related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

7. INVESTMENT CONTRACTS WITH INSURANCE AND OTHER FINANCIAL INSTITUTIONS

The Plan provides a self managed stable value investment option to Members that includes synthetic GICs which simulate the performance of a GIC through an issuer’s guarantee of a specific interest rate (the wrapper contract) and a portfolio of financial instruments that are owned by the Plan. The synthetic GIC includes underlying assets which are held in trust owned by the Plan and utilizes benefit-responsive wrapper contracts issued by Bank of America, N.A., Natixis Financial Products, Inc., JP Morgan Chase Bank and Monumental Life Insurance Co. The contracts provide that the Members execute plan transactions at contract value. Contract value represents contributions made to the fund, plus earnings, less Member withdrawals.

The following investments are the underlying categories in the guaranteed investment contracts as of December 31, 2008 and 2007:

		2008				2007
Cash and cash equivalents		$	20,407			$	9,889
U.S. government securities			78,092				53,871
Corporate bonds			33,051				64,802
Investment contracts			5,136				68
Common collective trusts			478,305				480,247
Other			27,151				13,176
Total		$	642,142			$	622,053

The interest rates are reset quarterly based on market rates of other similar investments, the current yield of the underlying investments and the spread between the market value and contract value. The rate cannot be less than 2%. Certain events such as plan termination or a Plan merger initiated by the Company may limit the ability of the Plan to transact at contract value or may allow for the termination of the wrapper contract at less than current value. The Company does not believe that any events that may limit the ability of the Plan to transact at contract value are probable.

		2008				2007
Average yields:
Based on year-end average yield of investment (1)			6.83	%			5.16	%
Based on average yield credited to Members (2)			3.68	%			5.36	%

In accordance with FASB Staff Position, FSP No. AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, the statement of net assets available for benefits presents investment contracts at fair value, as well as providing an additional line item showing an adjustment of fully benefit contracts from fair value to contract value. The statement of changes in net assets available for benefits is presented on a contract value basis.

8. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

At December 31, 2008 and 2007, the Plan held 10,077,932 and 10,803,822 shares outstanding, respectively, of common stock of the Company, the Plan sponsor, with a cost basis of $236,646 and $253,100, respectively. During the year ended December 31, 2008, the Plan recorded related dividend income of $6,872 and net depreciation of $207,253.

Certain administrative functions are performed by the officers and employees of the Company (who may also be Members in the Plan) at no cost to the Plan.

Wells Fargo Bank, NA maintained short-term investments of $44,336 as of December 31, 2008.

Fees paid by the Plan for the investment management services were $3,689 for the year-ended December 31, 2008.

These transactions are not deemed prohibited party-in-interest transactions, because they are covered by statutory or administrative exemptions from the Code and ERISA’s rules on prohibited transactions.

9. PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, Members will become 100% vested in their accounts.

10. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits reflected in the financial statements to the Plan’s Form 5500:

		As of
		December 31,
		2008				2007
Net assets available for benefits per the financial statements		$	1,837,612			$	2,397,581
Amounts allocated to withdrawing Members			(177	)			(229	)
Adjustment from fair value to contract value for fully benefit responsive investment contracts			(44,833	)			3,282
Net assets available for benefits per the Form 5500		$	1,792,602			$	2,400,634

		As of
		December 31, 2008
Decrease in net assets per financial statements		$	(559,969	)
Adjustment from fair value to contract value for fully benefit responsive investment contracts			(48,115	)
Add: Amounts allocated to withdrawing Members at December 31, 2007			229
Less: Amounts allocated to withdrawing Members at December 31, 2008			(177	)
Net income per Form 5500		$	(608,032	)

The following is a reconciliation of withdrawals and distributions to Members according to the financial statements to the Form 5500:

		Year Ended
		December 31, 2008
Withdrawals and distributions per the financial statements		$	160,152
Add: Amounts allocated to withdrawing Members at December 31, 2008			177
Less: Amounts allocated to withdrawing Members at December 31, 2007			(229	)
Less: Amounts deemed distributed for tax purposes in 2008			(432	)
Withdrawals and distributions per the Form 5500		$	159,668

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
		Cash		Cash		**			4,203,599
		Collateral Cash Held at Broker		Cash Equivalent		**			691,780
		The Bank of New York Cash Reserve Fund		Cash		**			200,206
		United States Dollars		Cash - US Dollars		**			91,419
		Broker Japanese Yen		Cash - Japanese Yen		**			(8,605	)
		Broker Pound Sterling		Cash - British Pound Sterling		**			16,132
		Broker Canadian Dollar		Cash - Canadian Dollar		**			10,336
		Broker Australian Dollar		Cash - Australian Dollar		**			27,016
		Broker Euro		Cash - Euro		**			1,258
*		Wells Fargo Short Term Investment Fund		Money Market		**			17,768,156
*		Wells Fargo Short Term Investment Fund		Money Market		**			816,358
*		Wells Fargo Advantage Government		Money Market		**			25,751,912
		American Honda Finance		Finance Comp. 3.26 Feb-05-2009		**			621,462
		Bank of America Corp		Cash Equivalent 5.88 Feb-15-2009		**			215,028
		Bank of Ireland Stamford		Cash Equivalent 2.26 Feb-03-2009		**			600,923
		Citigroup Funding Inc		Cash Equivalent 2.4 Mar-02-2009		**			599,992
		Comcast Corp		Cash Equivalent 5.12 Jan-14-2009		**			498,573
		Countrywide Financial Corp		Cash Equivalent 1.69 Mar-24-2009		**			39,684
		CVS Caremark Corp		Cash Equivalent 2.5 Mar-02-2009		**			414,895
		Deutsche Bank NY		Cash Equivalent 2.45 Mar-18-2009		**			490,652
		Diageo Finance BV		Cash Equivalent 1.59 Mar-30-2009		**			347,759

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
***		Fannie Mae		Cash Equivalent 6.38 Jun-15-2009		**			102,990
		Goldman Sachs Group Inc		Cash Equivalent 1.57 Mar-30-2009		**			535,090
		Hewett-Packard Co		Cash Equivalent 2.62 Mar-03-2009		**			597,269
		Home Depot Inc		Cash Equivalent 2.05 Mar-16-2009		**			283,675
		Industrial Bank of Korea		Cash Equivalent 4 May-19-2009		**			110,900
		Monumental Glob Fund II		Cash Equivalent 3.9 Jun-15-2009		**			268,365
***		Morgan Stanley		Cash Equivalent 2.5 Feb-09-2009		**			354,513
		Ohio Power Company		Cash Equivalent 4.39 Apr-06-2009		**			331,199
		Telefonica Emisones Sau		Cash Equivalent 1.83 Mar-20-2009		**			532,767
		US Dollar		Overdraft Jan-02-2009		**			(7,568,427	)
		US Treasury N/B		Cash Equivalent 4.62 Jul-31-2009		**			715,217
***		US Treasury N/B		Cash Equivalent 4.88 May-31-2009		**			619,044
		VIiacom Inc		Cash Equivalent 2.27 Mar-16-2009		**			279,861
		Woori Bank		Cash Equivalent 5.75 Mar-13-2009		**			680,283
		AMSI 2005-R8 A2C		Asset Backed Security-Home Equity Loans 0.73 Jan-26-2009		**			83,018
		ARMT 2005-1 5A2		Collateralized Mortgage Obligation - Floater 0.8 Jan-26-2009		**			14,607
		ARMT 2005-12 5A1		Collateralized Mortgage Obligation - Floater 0.72 Jan-26-2009		**			83,869
		ARMT 2005-4 7A2		Collateralized Mortgage Obligation - Floater 0.7 Jan-26-2009		**			20,924
		ARMT 2005-5 6A21		Collateralized Mortgage Obligation - Floater 0.7 Jan-26-2009		**			63,345
		BMWOT 2006-A A3		Asset Backed Security-Auto Prime Qual Tranc 5.13 Sep-27-2010		**			128,491
		CARMX 2006-2 A3		Asset Backed Security-Auto Prime Qual Tranc 5.15 Feb-15-2011		**			273,907

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
		CCCIT 2006-C4 C4		Asset Backed Security-Card 2.1 Jan-07-2009		**			459,040
		CNH 2005-A A4A		Asset Backed Security-Truck/Equipment Loans 1.24 Jan-15-2009		**			143,022
		COAFT 2006-A A3		Asset Backed Security-Auto Non Pri Qu Tranc 5.33 Nov-15-2010		**			67,259
		Comet 2006-B2 B		Asset Backed Security-Card 1.28 Jan-15-2009		**			309,086
		Comet 2007-A9 A9		Asset Backed Security-Card 4.95 Oct-15-2009		**			1,796,910
		Copar 2005-1 A4		Asset Backed Security-Auto Prime Qual Tranc 1.22 Jan-15-2009		**			132,100
		CWALT 2006-OA6 1A2		Collateralized Mortgage Obligation - Floater 0.68 Jan-26-2009		**			130,097
		CWALT 2006-OA9 1A1		Collateralized Mortgage Obligation - Floater 0.71 Jan-20-2009		**			115,328
		CWHEL 2004-I A		Asset Backed Security-HELOC 1.49 Jan-15-2009		**			21,869
		CWHEL 2004-T 2A		Asset Backed Security-HELOC 1.43 Jan-15-2009		**			27,491
		CWL 2003-5 MF1		Asset Backed Security-Home Equity Loans 5.41 Jan-25-1934		**			206,694
		CWL 2004-1 3A		Asset Backed Security-Home Equity Loans 0.75 Jan-26-2009		**			357
		CWL 2004-13 MV1		Asset Backed Security-Home Equity Loans 0.97 Jan-26-2009		**			170,521
		FFML 2006-FF7 2A3		Asset Backed Security-Home Equity Loans 0.62 Jan-26-2009		**			342,856
		FHLT 2006-1 2A3		Asset Backed Security-Home Equity Loans 0.65 Jan-26-2009		**			533,931
		FNR 2006-43 G		Collateralized Mortgage Obligation - Sequential 6.5 Sep-25-1933		**			308,299
		FNR 2006-63 AE		Collateralized Mortgage Obligation - Sequential 6.5 Oct-25-1933		**			281,920
		FNR 2006-78 BC		Collateralized Mortgage Obligation - Sequential 6.5 Jan-25-1934		**			287,932
		HVMLT 2005-13 2A11		Collateralized Mortgage Obligation - Floater 0.86 Jan-20-2009		**			109,965
		Intl Lease Finance Corp		Finance Comp. 2.37 Feb-24-2009		**			199,883
		MEDL 2005-2G A		Asset Backed Security-Global Residential Mtge 2.19 Feb-23-2009		**			202,413

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
		Natl Agri Coop Fed(NACF)		Foreign Agency 5.75 Jun-18-2009		**			216,567
		OOMLT 2003-4 A2		Asset Backed Security-Home Equity Loans 0.79 Jan-26-2009		**			37,318
		OOMLT 2005-4 A3		Asset Backed Security-Home Equity Loans 0.73 Jan-26-2009		**			86,754
		OOMLT 2007-4 2A1		Asset Backed Security-Home Equity Loans 0.56 Jan-26-2009		**			158,806
		PUB SVC ELEC & GAS		Cash Equivalent 2.97 Mar-12-2009		**			495,077
		RAMP 2005-EFC6 M1		Asset Backed Security-Home Equity Loans 0.88 Jan-26-2009		**			75,699
		RAMP 2006-EFC1 A2		Asset Backed Security-Home Equity Loans 0.67 Jan-26-2009		**			187,820
		RASC 2002-KS4 AIIB		Asset Backed Security-Home Equity Loans 0.97 Jan-26-2009		**			4,696
		RASC 2004-KS12 M1		Asset Backed Security-Home Equity Loans 1 Jan-26-2009		**			120,302
		SAMI 2005-AR2 2A1		Collateralized Mortgage Obligation - Floater 0.7 Jan-25-2009		**			105,120
		SEMT 2007-3 1A1		Collateralized Mortgage Obligation - Floater 0.71 Jan-20-2009		**			460,137
		WAMU 2005-AR1 A2A1		Collateralized Mortgage Obligation - Floater 0.81 Jan-25-2009		**			53,740
		WAMU 2005-AR15 A1A1		Collateralized Mortgage Obligation - Floater 0.73 Jan-25-2009		**			104,531
		WAMU 2005-AR2 2A21		Collateralized Mortgage Obligation - Floater 0.8 Jan-25-2009		**			36,781
		WASI 2003-HE3 A		Asset Backed Security-HELOC 0.72 Jan-26-2009		**			38,674
		WFMBS 2005-AR10 2A14		Collateralized Mortgage Obligation - Floater 4.23 Jun-25-1935		**			194,099
		WOART 2006-B A3		Asset Backed Security-Auto Prime Qual Tranc 5.15 Nov-15-2010		**			207,567
		Wachovia Bank Commercial Mortgage Trust		Mortgage pass through, April 15, 2034, 6.287%		**			8,251,048
***		US Treasury Inflation Index		US Government Security, Par - 6,376,395.800 Maturity 1/15/2015, Yield 1.625 %		**			5,913,112
***		US Treasury Bond		US Government Security, Par - 3,475,000.000 Maturity 11/15/2021, Interest 8.000%		**			5,268,968

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
***		US Treasury Note		US Government Security, Par - 4,171,000.000 Maturity 11/30/2009, Interest 3.125%		**			4,274,462
***		US Treasury Note		US Government Security, Par - 1,065,000.000 Maturity 11/30/2012, Interest 3.375%		**			1,160,767
***		US Treasury Note		US Government Security, Par - 1,475,000.000 Maturity 12/31/2012, Interest 3.625%		**			1,625,266
***		TSY INFL IX N/B		Inflation-Indexed Security 1.38 Jul-15-2018		**			811,347
***		US Treasury N/B		US Treasury 2 Nov-30-2013		**			472,715
***		US Treasury N/B		US Treasury 1.25 Nov-30-2010		**			5,762,227
***		US Treasury N/B		US Treasury 3.75 Nov-15-2018		**			403,562
***		US Treasury N/B		US Treasury 1.75 Nov-15-2011		**			338,261
***		US Treasury N/B		US Treasury 2.75 Oct-31-2013		**			784,803
***		US Treasury N/B		US Treasury 3.12 Sep-30-2013		**			5,559,403
***		US Treasury N/B		US Treasury 4 Aug-15-2018		**			345,081
		US Treasury N/B		US Treasury 2.88 Jun-30-2010		**			1,196,102
***		US Treasury N/B		US Treasury 3.5 May-31-2013		**			1,998,893
***		US Treasury N/B		US Treasury 2.62 May-31-2010		**			6,142,962
***		US Treasury N/B		US Treasury 3.88 May-15-2018		**			3,492,970
***		US Treasury N/B		US Treasury 4.75 Aug-15-2017		**			1,470,686
***		US Treasury N/B		US Treasury 4.62 Jul-31-2012		**			114,024
***		US Treasury N/B		US Treasury 4.5 May-15-2017		**			41,270
		US Treasury N/B		US Treasury 4.5 May-15-2010		**			63,702

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
***		US Treasury N/B		US Treasury 4.62 Feb-15-2017		**			264,000
		US Treasury N/B		US Treasury 4.75 Jan-31-2012		**			22,639
***		US Treasury N/B		US Treasury 4.62 Aug-31-2011		**			55,736
***		US Treasury N/B		US Treasury 4.88 Jul-31-2011		**			309,084
		US Treasury N/B		US Treasury 4.88 May-31-2011		**			877,242
***		US Treasury N/B		US Treasury 5.12 May-15-2016		**			91,303
***		US Treasury N/B		US Treasury 4.88 Apr-30-2011		**			1,623,678
***		US Treasury N/B		US Treasury 4.88 Feb-15-2012		**			147,844
		US Treasury N/B		US Treasury 6.12 Nov-15-2027		**			47,576
***		US Treasury N/B		US Treasury 6.38 Aug-15-2027		**			312,342
***		US Treasury N/B		US Treasury 6.62 Feb-15-2027		**			378,558
		US Treasury Bill		Short-Term US Treasury		**			431,998
		US Treasury Bill		Short-Term US Treasury		**			8,996
		Abbott Laboratories		Corporate Bond, Par - 2,075,000 Maturity 11/30/12, Interest 5.150%		**			2,214,552
		Altria Group Inc.		Corporate Bond, Par - 1,975,000 Maturity 11/10/2018, Interest 9.700%		**			2,134,639
		American Express Credit		Med Term Note Ser C 740,000		**			757,458
		Du Pont		Corporate Bond, Par - 2,120,000 Maturity 12/15/2016, Interest 5.250%		**			2,106,907
		EOG Resources Inc		Corporate Bond, Par - 2,180,000 Maturity 09/15/2017, Interest 5.875%		**			2,213,112

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
		Home Depot		Corporate Bond, Par - 2,390,000 Maturity 03/01/2016, Interest 5.400%		**			2,138,859
		Ryder System Inc.		Med Term Note 1,325,000		**			1,085,584
		Time Warner		Corporate Bond, Par - 2,340,000 Maturity 11/15/2016, Interest 5.875%		**			2,097,780
		Union Pacific Corporation		Corporate Bond, Par - 2,075,000 Maturity 01/31/2013, Interest 5.450%		**			2,012,665
		Wal-Mart Stores, Inc.		Corporate Bond, Par - 2,050,000 Maturity 02/15/2018, Interest 5.800%		**			2,268,428
		XTO Energy Inc		Corporate Bond, Par - 2,180,000 Maturity 12/15/2018, Interest 6.500%		**			2,110,290
***		Fannie Mae		Federal National Mortgage Association 3.88 Jul-12-2013		**			512,709
***		Fannie Mae		Federal National Mortgage Association 4.75 Mar-12-2010		**			1,240,955
		Fannie Mae		Federal National Mortgage Association 4.88 Dec-15-2016		**			582,172
		Fannie Mae		Federal National Mortgage Association 4.12 Apr-15-2014		**			283,052
		Fannie Mae		Federal National Mortgage Association 4.62 May-01-2013		**			934,128
		Fannie Mae		Federal National Mortgage Association 5.25 Aug-01-2012		**			1,102,792
***		Fannie Mae		Federal National Mortgage Association 6.25 Feb-01-2011		**			2,909,635
		Farmer Mac GTD TR 07-01		Federal Agricultural Mortgage Corporation 5.12 Apr-19-2017		**			1,366,632
***		Freddie Mac		Federal Home Loan Corporation 4.88 Jun-13-2018		**			6,322,984
		Freddie Mac		Federal Home Loan Corporation 5.12 Oct-18-2016		**			503,889
		Freddie Mac		Federal Home Loan Corporation 5 Jul-15-2014		**			270,165
		Goldman Sachs Group Inc		Government Guaranteed 3.25 Jun-15-2012		**			606,697

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
		3M Company		Corporate Bond 4.38 Aug-15-2013		**			660,894
		All State LF GLB FN Turst		Corporate Bond 5.38 Apr-30-2013		**			407,276
		Altria Group Inc		Corporate Bond 8.5 Nov-10-2013		**			481,981
		American Intl Group		Corporate Bond 8.25 Aug-15-2018		**			190,600
		AT&T Inc		Corporate Bond 6.7 Nov-15-2013		**			389,641
		AT&T Inc		Corporate Bond 4.95 Jan-15-2013		**			570,735
		Bank of America Corp		Corporate Bond 5.65 May-01-2018		**			451,831
		Barclays Bank PLC		Corporate Bond 7.43 Dec-15-2017		**			66,155
		Barclays Bank PLC		Corporate Bond 5.93 Dec-15-2016		**			77,775
		Berkshire Hathaway Fin		Corporate Bond 4.5 Jan-15-2013		**			571,071
		Canadian Natl Resources		Corporate Bond 5.7 May-15-2017		**			162,691
		Caterpillar Fin Serv Corp		Corporate Bond 5.45 Apr-15-2018		**			66,345
		Citigroup Inc		Corporate Bond 5.5 Apr-11-2013		**			384,503
		Citigroup Inc		Corporate Bond 6 Aug-15-2017		**			335,965
		Coca-Cola Enterprises		Corporate Bond 7.38 Mar-03-2014		**			316,346
		Comcast Corp		Corporate Bond 6.3 Nov-15-2017		**			260,109
		Credit Suisse USA Inc		Corporate Bond 5.5 Aug-16-2011		**			121,774
		CSX Corp		Corporate Bond 6.25 Apr-01-2015		**			488,645
		Diageo Capital PLC		Corporate Bond 5.2 Jan-30-2013		**			231,308
		Dominion Resources Inc		Corporate Bond 5.15 Jul-15-2015		**			161,986

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
		Dr Pepper Snapple Group		Corporate Bond 6.82 May-01-2018		**			204,532
		E.oN Intl Finance BV		Corporate Bond 5.8 Apr-30-2018		**			188,928
		Enterprise Products Oper		Corporate Bond 6.3 Sep-15-2017		**			224,879
		General Electric Capital Corp		Corporate Bond 5.62 May-01-2018		**			249,073
		General Electric Capital Corp		Corporate Bond 5.25 Oct-19-2012		**			956,648
		General Electric Co		Corporate Bond 5.25 Dec-06-2017		**			235,139
		Glaxosmithkline Cap Inc		Corporate Bond 4.85 May-15-2013		**			565,182
***		Goldman Sachs Capital II		Corporate Bond 5.79 Jun-01-2012		**			101,205
***		Goldman Sachs Group Inc		Corporate Bond 5.95 Jan-18-2018		**			546,063
		Hewlett-Packard Co		Corporate Bond 4.5 Mar-01-2013		**			453,237
		Home Depot Inc		Corporate Bond 5.25 Dec-16-2013		**			379,074
		HSBC Bank USA		Corporate Bond 4.62 Apr-01-2014		**			375,225
		IBM Corp		Corporate Bond 7.62 Oct-15-2018		**			437,505
		Intl Lease Finance Corp		Corporate Bond 4.88 Sep-01-2010		**			196,033
		John Deere Capital Corp		Corporate Bond 4.5 Apr-03-2013		**			309,841
		Kinder Morgan Ener Part		Corporate Bond 5.85 Sep-15-2012		**			331,224
		Kraft Foods Inc		Corporate Bond 6 Feb-11-2013		**			374,242
		Kroger Co		Corporate Bond 6.15 Jan-15-2020		**			177,621
		Kroger Co		Corporate Bond 6.4 Aug-15-2017		**			165,223
		Lincoln National Corp		Corporate Bond 7 May-17-2016		**			194,993

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
		McDonald’s Corp		Corporate Bond 5.8 Oct-15-2017		**			227,139
		Merrill Lynch & Co		Corporate Bond 6.05 Aug-15-2012		**			156,462
		Met Life Glob Funding I		Corporate Bond 5.12 Apr-10-2013		**			268,838
		Midamerican Energy Co		Corporate Bond 5.95 Jul-15-2017		**			126,926
		Morgan Stanley		Corporate Bond 5.45 Jan-09-2017		**			68,026
		Morgan Stanley		Corporate Bond 5.62 Jan-09-2012		**			97,518
		National Rural Util Coop		Corporate Bond 10.38 Nov-01-2018		**			273,237
		New Cingular Wireless SV		Corporate Bond 8.12 May-01-2012		**			325,773
		New Cingular Wireless SV		Corporate Bond 7.88 Mar-01-2011		**			132,687
		Northern Trust Company		Corporate Bond 6.5 Aug-15-2018		**			333,462
		Northrop Grumman Systems		Corporate Bond 7.12 Feb-15-2011		**			197,336
		Ohio Power Company		Corporate Bond 6 Jun-01-2016		**			312,579
		Oneok Partners LP		Corporate Bond 5.9 Apr-01-2012		**			157,713
		Oracle Corp		Corporate Bond 5.75 Apr-15-2018		**			396,790
		Pacific Corp		Corporate Bond 5.65 Jul-15-2018		**			381,114
		Philip Morris Intl Inc		Corporate Bond 4.88 May-16-2013		**			479,254
		Principal Life Inc Fdg		Corporate Bond 5.3 Apr-24-2013		**			265,046
		QBE Insurance Group LTD		Corporate Bond 9.75 Mar-14-2014		**			122,033
		Reinsurance Group of America		Corporate Bond 6.75 Dec-15-2015		**			83,773
		Rio Tinto Fin USA LTD		Corporate Bond 5.88 Jul-15-2013		**			487,659

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
		Rogers Communications		Corporate Bond 6.8 Aug-15-2018		**			186,808
		Rogers Wireless Inc		Corporate Bond 6.38 Mar-01-2014		**			252,680
		Royal Bank Scotland Group PLC		Corporate Bond 7.64 Sep-29-2017		**			83,519
		Safeway Inc		Corporate Bond 6.35 Aug-15-2017		**			25,317
		Shinsei Finance II		Corporate Bond 7.16 Jul-25-2016		**			150,934
		Standard Chartered PLC		Corporate Bond 6.41 Jan-30-2017		**			118,521
		Suncor Energy Inc		Corporate Bond 6.1 Jun-01-2018		**			190,702
		Swiss Re Capital I LP		Corporate Bond 6.85 May-25-2016		**			159,205
		Telefonica Emisiones SAU		Corporate Bond 5.86 Feb-04-2013		**			478,059
		The Mony Group Inc		Corporate Bond 8.35 Mar-15-2010		**			339,518
		Transocean LTD		Corporate Bond 5.25 Mar-15-2013		**			193,572
		United Parcel Service		Corporate Bond 4.5 Jan-15-2013		**			568,237
		Veolia Environment		Corporate Bond 6 Jun-01-2018		**			106,969
		Verizon Communications		Corporate Bond 5.25 Apr-15-2013		**			411,038
		Verizon Communications		Corporate Bond 4.35 Feb-15-2013		**			447,546
		Verizon Communications		Corporate Bond 5.35 Feb-15-2011		**			194,967
		Verizon Wireless		Corporate Bond 8.5 Nov-15-2018		**			212,602
		Virginia Electric & Power Co		Corporate Bond 5.1 Nov-30-2012		**			279,834
		Virginia Electric & Power Co		Corporate Bond 4.5 Dec-15-2010		**			262,072
		Wal-Mart Stores Inc		Corporate Bond 5.8 Feb-15-2018		**			208,765

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
		Wal-Mart Stores Inc		Corporate Bond 5.38 Apr-05-2017		**			276,058
		XTO Energy Inc		Corporate Bond 5.75 Dec-15-2013		**			126,527
		XTO Energy Inc		Corporate Bond 4.62 Jun-15-2013		**			505,154
		ZFS Finance USA Trust II		Corporate Bond 6.45 Jun-15-2016		**			234,868
		Glitnir Bank HF		Corporate Bond 4.75 Oct-15-2010		**			16,625
		Lehman Bros Cap Tr VII		Corporate Bond 5.86 May-31-2012		**			33
		RESIF 2005-D B4		Asset Backed Security-Prime Mortgage 1.89 Jan-15-2009		**			21,274
		CSFB 2004-AR8 2A1		Private Placement 4.6 Sep-25-1934		**			165,531
		FG A29420		Federal Home Loan Mortgage Corporation 30 Year 6 Jan-01-1933		**			181,773
		FG G03150		Federal Home Loan Mortgage Corporation Gold 30 Year 5.5 Jan-01-1937		**			2,081,514
		FG G03269		Federal Home Loan Mortgage Corporation Gold 30 Year 5.5 Jan-01-1937		**			730,879
		FG G04222		Federal Home Loan Mortgage Corporation Gold 30 Year 5.5 Jan-01-1937		**			1,298,084
		FGLMC 5.5 1/09		Federal Home Loan Mortgage Corporation Gold 30 Year 5.5 Jun-01-1938		**			4,876,682
		FGLMC 6 1/09		Federal Home Loan Mortgage Corporation Gold 30 Year 6 Jul-01-1938		**			309,000
		FH 1B3170		Federal National Mortgage Association 7Y Hybrid ARM 5.53 Dec-01-2011		**			910,456
		FH 1G1999		Federal Home Loan Mortgage Corporation 7Y Hybrid ARM 5.42 Jul-01-2014		**			43,799
		FH 1G2061		Federal Home Loan Mortgage Corporation 7Y Hybrid ARM 5.46 Jul-01-2014		**			71,043
		FH 1J0453		Federal Home Loan Mortgage Corporation 7Y Hybrid ARM 5.57 Jun-01-2014		**			44,875
		FH 1J1749		Federal Home Loan Mortgage Corporation 7Y Hybrid ARM 5.51 Jun-01-2014		**			377,288
		FH 782758		Federal National Mortgage Association 7Y Hybrid ARM 5.74 Nov-01-2013		**			601,680
		FHR 2475 F		Collateralized Mortgage Obligation - Floater 2.19 Jan-15-2009		**			515,447

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
		FHR 2766 SW		Collateralized Mortgage Obligation - INV IO 6.01 Jan-15-2009		**			28,060
		FHR 2931 GA		Collateralized Mortgage Obligation - PAC 5 Nov-15-2028		**			409,916
		FHR 3036 NS		Collateralized Mortgage Obligation - INV IO 6.01 Jan-15-2009		**			30,649
		FHR 3349 MY		Collateralized Mortgage Obligation - Sequential 5.5 Jul-15-1937		**			1,144,766
		FHS 237 S22		Collateralized Mortgage Obligation - INV IO 5.95 Jan-15-2009		**			181,280
		FHS 237 S23		Collateralized Mortgage Obligation - INV IO 5.91 Jan-15-2009		**			72,757
		FHS 240 S22		Collateralized Mortgage Obligation - INV IO 5.95 Jan-15-2009		**			269,737
		FN 745327		Federal National Mortgage Association 30 Year 6 May-01-1935		**			1,262,785
		FN 831679		Federal National Mortgage Association 30 Year 6.5 Mar-01-1936		**			292,623
		FN 888890		Federal National Mortgage Association 30 Year 6.5 Apr-01-1936		**			238,516
		FN 889072		Federal National Mortgage Association 30 Year 6.5 Feb-01-1937		**			2,400,785
		FN 908854		Federal National Mortgage Association 30 Year 6.5 Sep-01-1936		**			286,885
		FN 962871		Federal National Mortgage Association 15 Year 4.5 Feb-01-2023		**			173,492
		FN 981359		Federal National Mortgage Association 15 Year 4.5 Jan-01-2023		**			91,847
		FNCI 4.5 1/09		Federal National Mortgage Association 15 Year 4.5 Nov-01-2022		**			2,135,719
		FNCI 5 1/09		Federal National Mortgage Association 15 Year 5 Jan-01-2023		**			410,500
		FNCI 6 1/09		Federal National Mortgage Association 15 Year 6 Jun-01-2023		**			331,800
		FNCL 4.5 1/09		Federal National Mortgage Association 30 Year 4.5 Sep-01-1937		**			506,719
		FNCL 5.5 1/09		Federal National Mortgage Association 30 Year 5.5 Jun-01-1938		**			1,962,875
		FNCL 6 1/09		Federal National Mortgage Association 30 Year 6 Jul-01-1938		**			1,199,222
		FNCL 6.5 1/09		Federal National Mortgage Association 30 Year 6.5 Jul-01-1938		**			933,556

ITT CORPORATION SALARIED INVESTMENT AND SAVINGS PLAN		EIN: 13-5158950
SCHEDULE H, PART IV, LEVEL 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)		PN: 100
AS OF DECEMBER 31, 2008

				(c) Description of Investment, including Maturity Date,				(e) Current
(a)		(b) Identity of Issuer, Borrower, Lesser or Similar Party		Rate of Interest, Collateral, and Par or Maturity Value		(d) Cost		Value
		FNR 2002-81 SJ		Collateralized Mortgage Obligation - INV IO 7.03 Jan-25-2009		**			69,781
		FNR 2006-59 DA		Collateralized Mortgage Obligation - Sequential 6.5 Dec-25-1933		**			294,555
		FNR 2006-63 AB		Collateralized Mortgage Obligation - Sequential 6.5 Oct-25-1933		**			276,886
		FNW 2003-W6 1A41		Collateralized Mortgage Obligation - Sequential 5.4 Oct-25-1942		**			322,612
		GNSF 6 1/09		Government National Mortgage Association 30 Year 6 Jul-01-1938		**			1,861,969
		GNSF 6.5 1/09		Government National Mortgage Association 30 Year 6.5 Jul-01-1938		**			1,439,968
		WFMBS 2003-2 A6		Collateralized Mortgage Obligation - PAC 5.25 Feb-25-2018		**			183,550
		WFMBS 2006-AR3 A1		Private Placement 5.7 Jan-11-2009		**			225,390
		WFMBS 2007-11 A96		Whole Loan 30 Year 6 Aug-25-1937		**			402,758
		WFMBS 2007-7 A1		Whole Loan 30 Year 6 Jun-25-1937		**			467,845
		Bank of Scotland PLC		Covered Bond 5.25 Feb-21-2017		**			451,332
		BSCMS 2004-PWR6 A4		Commercial Mortgage Backed Security 4.52 Dec-11-2011		**			278,954
		CSFB 2001-CK1 A3		Commercial Mortgage Backed Security 6.38 Dec-18-2010		**			277,661
		DEPFA ACS BANK		Covered Bond 5.12 Mar-16-1937		**			347,363
		GECMC 2002-1A A3		Commercial Mortgage Backed Security 6.27 Apr-10-2012		**			707,070
		LBUBS 2006-C4 A4		Commercial Mortgage Backed Security 5.88 May-15-2016		**			218,685
		MSDWC 2002-TOP7 A2		Commercial Mortgage Backed Security 5.98 May-15-2012		**			1,268,541
		MSDWC 2003-HQ2 A2		Commercial Mortgage Backed Security 4.92 Feb-12-2013		**			267,658
		Henkel KGAA		Non Voting Preferred Stock		**			73,406
		3M Company		Common Stock		**			476,431
		Abbott Laboratories		Common Stock		**			1,233,381