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Form 4 ITT Corp For: Feb 25 Filed by: Yeargin Neil W

February 27, 2015 9:23 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Yeargin Neil W

(Last) (First) (Middle)
C/O ITT CORP, 1133 WESTCHESTER AVE

(Street)
WHITE PLAINS NY 10604

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ITT Corp [ ITT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Pres., Interconnect Sol.
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/25/2015   A   10,930 (1) A $ 0 33,335 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 41.52 02/25/2015   A   8,075   02/25/2018 02/25/2025 Common Stock 8,075 $ 0 8,075 D  
Explanation of Responses:
1. Reflects an award of restricted stock units (8,700 pursuant to an employment agreement and 2,230 pursuant to an annual grant), all of which are scheduled to vest on February 25, 2018.
/s/ Lori B. Marino, Secretary of ITT Corporation, by power of attorney for Neil W. Yeargin 02/27/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                POWER OF ATTORNEY

        The undersigned does hereby nominate, constitute and appoint Mary Beth
Gustafsson, Aris C. Chicles, Kevin P. Heslin, and Lori B. Marino or any of them,
the undersigned's true and lawful attorney and agent to do any and all acts and
things and execute and file any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable to enable the
undersigned (in the undersigned's individual capacity or in any other capacity)
to comply with the Securities Exchange Act of 1934 (the "34 Act") and the
Securities Act of 1933 (the "33 Act") and any requirements of the Securities and
Exchange Commission (the "SEC") in respect thereof, in connection with the
preparation, execution and/or filing of (i) any report or statement of
beneficial ownership or changes in beneficial ownership of securities of ITT
Corporation, an Indiana corporation (the "Company"), that the undersigned (in
the undersigned's individual capacity or in any other capacity) may be required
to file pursuant to Section 16(a) of the 34 Act, including any report or
statement on Form 3, Form 4 or Form 5, or to any amendment thereto, (ii) any
report or notice required under Rule 144 of the 33 Act, including Form 144, or
any amendment thereto, and (iii) any and all other documents or instruments that
may be necessary or desirable in connection with or in furtherance of any of the
foregoing, including Form ID, or any amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required pursuant to Section
16(a) of the 34 Act or any rule or regulation of the SEC, such power and
authority to extend to any form or forms adopted by the SEC in lieu of or in
addition to any of the foregoing and to include full power and authority to sign
the undersigned's name in his or her individual capacity or otherwise, hereby
ratifying and confirming all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue thereof.

        This authorization shall supersede all prior authorizations to act for
the undersigned with respect to securities of the Company in such matters, which
prior authorizations are hereby revoked, and shall remain in effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys in fact.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of May, 2014.

                                        /s/ Neil Yeargin
                                        ---------------------------------------
                                        Neil Yeargin


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