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BOARD EFFECTIVENESS RATINGS COMMENT


Comment from the ITT Industries:

In February 2002 Mr. Giuliano exercised 216,466 options granted to him in October 1993. (The number of options was adjusted in 1995 when ITT Corporation spun off its insurance and hotel businesses). Mr. Giuliano held these options for more than eight years prior to exercise. During this period of time the stock price appreciated. The options would have expired in October 2003, ten years after the date of grant. Following this exercise, Mr. Giuliano retained 37,632 shares of ITT stock. Based on the approximate market value of ITT shares at the time of exercise, Mr. Giuliano increased the value of his ownership in ITT shares by approximately $2 million. Mr. Giuliano did not exercise any stock options during 2000 or 2001.

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