ITT Corporation Senior Executive Severance Pay Plan

Exhibit 10.32

ITT Corporation
Senior Executive Severance Pay Plan

1. Purpose

     The purpose of this ITT Corporation Senior Executive Severance Pay Plan (“Plan”) is to assist in occupational transition by providing severance pay for employees covered by this Plan whose employment is terminated under conditions set forth in this Plan.

2. Covered Employees

     Covered employees under this Plan (“Executives”) are full-time, regular salaried employees of ITT Corporation (“ITT”) and of any subsidiary company (“ITT Corporation Subsidiary”) (collectively or individually as the context requires “Company”) who are United States citizens, or who are employed in the United States, in Band A at any time within the two year period immediately preceding the date the Company selects as the Executive’s last day of active employment (“Scheduled Termination Date”).

3. Severance Pay Upon Termination of Employment

     If the Company terminates an Executive’s employment, the Executive shall be provided severance pay in accordance with the terms of this Plan except where the Executive:

            No severance pay will be provided under this Plan upon any termination of employment as a result of the Executive’s death or disability.

            “Normal Retirement Date” shall mean the first of the month which coincides with or follows the Executive’s 65th birthday.

- 2 -

4. Schedule of Severance Pay

     Severance pay will be provided in accordance with the following Schedule of Severance Pay which sets forth the months of Base Pay which is provided to an Executive based upon the Executive’s Years of Service as of the Scheduled Termination Date.

     “Base Pay” shall mean the annual base salary rate payable to the Executive at the Scheduled Termination Date divided by twelve (12) months. Such annual base salary rate shall in no event be less than the highest annual base salary rate paid to the Executive at any time during the twenty-four month (24) period immediately preceding the Scheduled Termination Date.

     “Years of Service” shall mean the total number of completed years of employment since the Executive’s ITT system service date to the Scheduled Termination Date, rounded to the nearest whole year. The ITT system service date is the date from which employment in the ITT system is recognized for purposes of determining eligibility for vesting under the applicable Company retirement plan covering the Executive on the Scheduled Termination Date.

     Notwithstanding the above Schedule of Severance Pay, (i) in no event shall months of Base Pay provided to an Executive exceed the number of months remaining between the Scheduled Termination Date and the Executive’s Normal Retirement Date or (ii) shall severance pay exceed the equivalent of twice the Executive’s total annual compensation during the year immediately preceding the Scheduled Termination Date.

5. Form of Payment of Severance Pay

     Severance pay shall be paid in the form of periodic payments according to the regular payroll schedule (“Severance Pay”).

     Severance Pay will commence within 60 days following the Scheduled Termination Date.

     In the event of an Executive’s death during the period the Executive is receiving Severance Pay, the amount of severance pay remaining shall be paid in a discounted lump sum to the Executive’s spouse or to such other beneficiary or beneficiaries designated by the Executive in writing, or, if the Executive is not married and failings such designation, to the estate of the Executive. Any discounted lump sum paid under this Plan shall be equal to the present value of the remaining periodic payments of severance pay as

determined by ITT using an interest rate equal to the prime rate at Citibank in effect on the date of the Executive’s death.

     If an Executive is receiving Severance Pay, the Executive must continue to be available to render to the Company reasonable assistance, consistent with the level of the Executive’s prior position with the Company, at times and locations that are mutually acceptable. In requesting such services, the Company will take into account any other commitments which the Executive may have. After the Scheduled Termination Date and normal wind up of the Executive’s former duties, the Executive will not be required to perform any regular services for the Company. In the event the Executive secures other employment during the period the Executive is receiving Severance Pay, the Executive must promptly notify the Company.

Severance P