8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report    -   August 1, 2007 (Date of earliest event reported)
INGERSOLL-RAND COMPANY LIMITED (Exact name of registrant as specified in its charter)
Bermuda (State or other jurisdiction of incorporation)	1-985 (Commission File Number)	75-2993910 (I.R.S. Employer Identification No.)
Clarendon House 2 Church Street Hamilton HM 11, Bermuda (Address of principal executive offices, including zip code)
(441) 295-2838 (Registrant's phone number, including area code) N/A (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of  Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 1, 2007, Ingersoll-Rand Company Limited (the “Company”) amended and restated the Company’s Executive Deferred Compensation Plan (“EDCP I”), the Executive Deferred Compensation Plan II (“EDCP II”, and together with EDCP I, the “EDCP Plans”), the Director Deferred Compensation and Stock Award Plan (“DDCP I”) and the Director Deferred Compensation and Stock Award Plan II (“DDCP II”, and together with DDCP I, the “DDCP Plans”) to provide that any amounts invested in Class A common share equivalents will be settled in Class A common shares at the time of distribution rather than in cash. In addition, the EDCP II and the DDCP II were amended to comply with Section 409A of the Internal Revenue Code of 1986. The EDCP Plans and DDCP Plans are described in more detail in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2007.

On August 1, 2007, after a review of performance and competitive market data, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company approved an increase in the target bonus percentage for Patricia Nachtigal, Senior Vice President and General Counsel of the Company, under the Company’s Annual Incentive Matrix program from 70% of base salary to 75%. In addition, the Compensation Committee approved a $75,000 increase in the base annual salary of Herbert L. Henkel, Chairman, President and Chief Executive Officer of the Company, thereby increasing his base annual salary to $1,275,000, effective August 1, 2007. This is the first increase to Mr. Henkel’s base annual salary since January 1, 2005.

The EDCP Plans and the DDCP Plans are incorporated herein by reference into this report, and the foregoing description of the amendments to such plans is qualified in its entirety by reference to the EDCP Plans and the DDCP Plans.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No.	Description
10.1	Executive Deferred Compensation Plan, as amended and restated effective August 1, 2007.
10.2	Executive Deferred Compensation Plan II, as amended and restated effective August 1, 2007.
10.3	Director Deferred Compensation and Stock Award Plan, as amended and restated effective August 1, 2007.

10.4 Director Deferred Compensation and Stock Award Plan II, as amended and restated effective August 1, 2007.

SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INGERSOLL-RAND COMPANY LIMITED
	(Registrant)
Date: August 3, 2007	/s/ Patricia Nachtigal
	Patricia Nachtigal
	Senior Vice President and
	General Counsel

EX-10.1

IR EXECUTIVE DEFERRED COMPENSATION PLAN

[As Amended and Restated Effective August 1, 2007]

TABLE OF CONTENTS

SECTION 1 - STATEMENT OF PURPOSE		1
SECTION 2 - DEFINITIONS
2.1	Account Balance	2
2.2	Administrative Committee	2
2.3	Base Salary	2
2.4	Beneficiary	2
2.5	Beneficiary Designation Form	2
2.6	Cash Incentive Compensation Award	2
2.7	Change in Control	2
2.8	Code	3
2.9	Compensation Committee	3
2.10	Deferral Account	3
2.11	Deferral Amount	3
2.12	Disability	3
2.13	Discretionary Company Contribution	3
2.14	Discretionary Company Contribution Account	3
2.15	Dividends on Stock Grants	4
2.16	Early Distribution	4
2.17	Effective Time	4
2.18	Elected Officer	4
2.19	Election Form	4
2.20	Eligible Employee	4
2.21	ERISA	4
2.22	Investment Option Subaccounts	4
2.23	IR Stock	4
2.24	IR Stock Account	5
2.25	Merger Agreement	5
2.26	Participant	5
2.27	Participating Employer	5
2.28	Plan Year	5
2.29	Retirement	5
2.30	Return	5
2.31	Service	5
2.32	Supplemental Contribution	5
2.33	Supplemental Contribution Account	5
2.34	Trust	6
2.35	Unforeseeable Financial Emergency	6
SECTION 3 - ADMINISTRATION OF THE PLAN		7

(i)

SECTION 4 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION
4.1	Participation and Deferral Election	8
4.2	Investment Election	8
SECTION 5 - VESTING
5.1	Deferral Amounts	10
5.2	Supplemental Contributions	10
5.3	Discretionary Contributions	10
SECTION 6 - ACCOUNTS AND VALUATIONS
6.1	Deferral Accounts	11
6.2	Supplemental Contribution Accounts	11
6.3	Discretionary Company Contribution Accounts	12
6.4	IR Stock Accounts	13
6.5	Changes in Capitalization	14
6.6	Accounts are Bookkeeping Entries	14
SECTION 7 - DISTRIBUTION OF ACCOUNTS
7.1	Termination with Five Years of Service, Retirement, Disability and Death	15
7.2	Scheduled Distributions Prior to Termination of Employment	16
7.3	Termination of Employment Prior to Completing Five (5) Years of Service	17
7.4	Transfer of Employment	17
7.5	Hardship Distribution	17
7.6	Early Distributions (with forfeiture)	17
7.7	Form of Payments	18
7.8	Taxes; Withholding	18
7.9	Distribution Provisions	18
SECTION 8 - BENEFICIARY DESIGNATION		19
SECTION 9 - AMENDMENT AND TERMINATION OF PLAN
9.1	Amendment	20
9.2	Termination of Plan	20
SECTION 10 - MISCELLANEOUS
10.1	Unsecured General Creditor	21

(ii)

10.2	Entire Agreement; Successors	21
10.3	Non-Assignability	21
10.4	No Contract of Employment	21
10.5	Authorization and Source of Shares	21
10.6	Singular and Plural	22
10.7	Captions	22
10.8	Applicable Law	22
10.9	Severability	22
10.10	Notice	22

(iii)

IR Executive Deferred Compensation Plan

As Amended and Restated Effective August 1, 2007

SECTION 1

STATEMENT OF PURPOSE

The purpose of the IR Executive Deferred Compensation Plan (the “Plan”) is to further increase the mutuality of interest between Ingersoll-Rand Company (the “Company”), its employees, the employees of a Participating Employer and members of Ingersoll-Rand Company Limited by providing a select group of management and highly compensated employees of the Company or a Participating Employer the opportunity to elect to defer receipt of cash compensation. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan, originally known as the Ingersoll-Rand Company Executive Deferred Compensation and Stock Bonus Plan, became effective on January 1, 1997, was amended and restated effective January 1, 2001, and was again amended and restated effective August 1, 2007.

Notwithstanding any other provision of the Plan to the contrary (including any election made by any Participant under the Plan), (i) no amount shall be deferred under the Plan if, pursuant to the effective date rules of Section 885(d) of the American Jobs Creation Act of 2004, Q&A-16 of IRS Notice 2005-1, and Treasury Regulations section 1.409A-6(a), such amount would be subject to Section 409A of the Internal Revenue Code of 1986, as amended (a “Non-Grandfathered New Deferral Amount”), and (ii) any amount previously deferred under the Plan that, pursuant to the effective date rules of Section 885(d) of the American Jobs Creation Act of 2004, Q&A-16 of IRS Notice 2005-1, and Treasury Regulations section 1.409A-6(a), is subject to Section 409A of the Internal Revenue Code of 1986, as amended (a “Non-Grandfathered Prior Deferral Amount”) shall no longer be credited or payable under the Plan after December 31, 2004. Any Non- Grandfathered New Deferral Amount shall instead be deferred under the IR Executive Deferred Compensation Plan II, and any Non-Grandfathered Prior Deferral Amount shall instead be credited under the IR Executive Deferred Compensation Plan II, as and to the extent provided under the terms of the IR Executive Deferred Compensation Plan II.

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SECTION 2

DEFINITIONS

2.1 “Account Balance” means, for each Plan Year, a credit on the records of the Company equal to the sum of the value of a Participant’s Deferral Account, Supplemental Contribution Account, Discretionary Company Contribution Account and IR Stock Account for such Plan Year. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or to the Participant’s designated Beneficiary, pursuant to the Plan.

2.2 “Administrative Committee” shall mean the committee appointed by the Chief Executive Officer of the Company which will administer the Plan in accordance with the duties delegated to it by the Compensation Committee or as set forth herein.

2.3 “Base Salary” means a Participant’s annual base salary, excluding bonuses, commissions, incentive compensation and all other remuneration for services rendered to the Company or a Participating Employer and prior to a reduction for any salary contributions to a plan established pursuant to Code Section 125 or qualified pursuant to Code Section 401(k).

2.4 “Beneficiary” means the person or persons designated as such in accordance with Section 8.

2.5 “Beneficiary Designation Form” means the form established from time to time by the Administrative Committee that a Participant completes and returns to the Administrative Committee to designate one or more Beneficiaries.

2.6 “Cash Incentive Compensation Award” means any of the Participant’s annual cash incentive compensation awards.

2.7 “Change in Control” means a “change in control of the Company” (as set forth in the Company's Incentive Stock Plan of 1998) or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, other than any sale, lease, exchange or other transfer to any person or entity where the Company owns, directly or indirectly, at least 80 percent of the outstanding voting securities of such person or entity after any such transfer, unless a different definition is used for purposes of any severance of employment agreement or change of control arrangement between the Company and a Participant, in which event such definition shall apply.

Notwithstanding any other provision of this Section 2.7 or any other provisions of the Plan to the contrary, none of the transactions contemplated by the Merger Agreement which are undertaken by (i) Ingersoll-Rand Company or its affiliates prior to or as of the Effective Time or (ii) Ingersoll-Rand Company Limited or its affiliates on or after the Effective Time shall trigger, constitute or be deemed a Change in Control. On and after the Effective Time, solely for purposes of this Section 2.7, the term “Company” shall mean Ingersoll-Rand Company Limited.

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2.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.9 “Compensation Committee” means the Compensation Committee of the Board of Directors of Ingersoll-Rand Company Limited.

2.10 “Deferral Account” means, for each Plan Year, (i) the sum of all of a Participant’s Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Deferral Account.

2.11 “Deferral Amount” means the amount of a Participant’s Cash Incentive Compensation Award, Base Salary and Dividends on Stock Grants actually deferred under the Plan by the Participant pursuant to Section 4 for any one Plan Year. Effective May 29, 2003, Deferral Amount shall also mean, with respect to a Participant who participates in the Ingersoll-Rand Company Elected Officers Supplemental Program or the Ingersoll-Rand Company Supplemental Key Management Plan, the amount that would be payable to the Participant under the Ingersoll-Rand Company Elected Officers Supplemental Program, Ingersoll-Rand Company Supplemental Key Management Plan, Ingersoll-Rand Company Supplemental Employee Savings Plan and/or the Ingersoll-Rand Company Supplemental Pension Plan but for the Participant’s deferral under Section 4 of the Plan and the applicable provisions of the Ingersoll-Rand Company Supplemental Employee Savings Plan and/or the Ingersoll-Rand Company Supplemental Pension Plan.

2.12 “Disability” means the Participant is eligible to receive benefits under a long-term disability plan maintained by the Company or a Participating Employer.

2.13 “Discretionary Company Contribution” means an additional amount to be credited to a Participant's Discretionary Contribution Account for a Plan Year.

2.14 “Discretionary Company Contribution Account” means, for each Plan Year, (i) the sum of all of a Participant’s Discretionary Company Contributions, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Discretionary Company Contribution Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Discretionary Company Contribution Account.

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2.15 “Dividends on Stock Grants” means the dividends on deferred stock grants payable to a Participant pursuant to the Ingersoll-Rand Company Incentive Stock Plan of 1998.

2.16 “Early Distribution” means an election by the Participant, pursuant to Section 7.6, to receive a distribution of amounts from the Participant’s Deferral Account, IR Stock Account, vested Discretionary Company Contribution Account and vested Supplemental Contribution Account with respect to a specific Plan Year prior to the time at which such Participant would otherwise be entitled to such amounts.

2.17 “Effective Time” means the Effective Time as such time is defined in the Merger Agreement.

2.18 “Elected Officer” means an officer of the Company elected to such position by the Board of Directors of the Company.

2.19 “Election Form” means the form or forms established from time to time by the Administrative Committee that a Participant completes, signs and returns to the Administrative Committee to make an election under the Plan. An Election Form also includes any other method approved by the Administrative Committee, in its sole and absolute discretion, that a Participant may use to make an election under the Plan. The terms and conditions specified in the Election Form(s) are incorporated by reference herein and form a part of the Plan. If there is a conflict between the Election Form and the Plan, the terms of the Plan shall control and govern.

2.20 “Eligible Employee” means an Elected Officer or an individual who is among a select group of management and highly compensated employees of the Company or a Participating Employer who has been selected by the Administrative Committee, in its sole and absolute discretion, to participate in the Plan.

2.21 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.22 “Investment Option Subaccounts” means the separate subaccounts, each of which corresponds to an investment option elected by the Participant or, as provided in Section 6.3 regarding Discretionary Company Contributions, the Administrative Committee, with respect to a Participant’s Deferral Accounts and/or Discretionary Company Contribution Accounts, as applicable.

2.23 “IR Stock” means the Class A common shares, par value $1.00 per share, of Ingersoll-Rand Company Limited, a Bermuda company.

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2.24 “IR Stock Account” means, for each Plan Year, (i) the sum of all of a Participant’s Deferral Amounts and Discretionary Company Contributions that are deemed to be invested in IR Stock, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s IR Stock Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s IR Stock Account.

2.25 “Merger Agreement” means that certain Agreement and Plan of Merger among the Company, Ingersoll-Rand Company Limited, and IR Merger Corporation dated as of October 31, 2001, pursuant to which the Company became an indirect wholly-owned subsidiary of Ingersoll-Rand Company Limited.

2.26 “Participant” means an Eligible Employee participating in the Plan in accordance with the provisions of Section 4.

2.27 “Participating Employer” means any direct or indirect parent, subsidiary or affiliate of the Company.

2.28 “Plan Year” means a calendar year.

2.29 “Retirement” means termination of employment by a Participant after he or she has attained age 65 (62 for Elected Officers) or termination at or after age 55 with at least five (5) years of Service.

2.30 “Return” means, for each investment option, an amount equal to the net investment return (including changes in value and distributions) for each such investment option during each business day.

2.31 “Service” means periods of service with the Company or a Participating Employer as determined by the Administrative Committee in its sole and absolute discretion.

2.32 “Supplemental Contribution” means an additional amount to be credited to a Participant’s Supplemental Contribution Account equal to twenty percent (20%) of the Participant’s Cash Incentive Compensation Award that is deferred under Section 6.1 of the Plan for a Plan Year by the Participant and is, at the time of making the deferral election, elected to be invested in the Participant’s IR Stock Account. Supplemental Contributions shall be available and credited only to Participants whose job category indicates specified ownership guidelines as determined by the Compensation Committee in its sole and absolute discretion.

2.33 “Supplemental Contribution Account” means, for each Plan Year, (i) the sum of all of a Participant’s Supplemental Contributions, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Supplemental Contribution Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Supplemental Contribution Account.

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2.34 “Trust” means the Ingersoll-Rand Company Deferred Compensation Trust Agreement, dated as of January 1, 2001 between the Company and the trustee named therein, as amended from time to time.

2.35 “Unforeseeable Financial Emergency” means severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, loss of the Participant’s property due to casualty or other similar or extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforeseeable financial emergency will depend upon the facts of each case, but, in any case, a hardship benefit may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant's assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of Deferral Amounts under the Plan.

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SECTION 3

ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Compensation Committee (or any successor committee). The Compensation Committee has delegated authority to the Administrative Committee to administer the Plan in accordance with the provisions of this Section. Notwithstanding the previous sentence, the Compensation Committee shall retain authority for determining (i) a Participant’s eligibility to receive Supplemental Contributions, and (ii) eligibility for, and the amount of, Discretionary Company Contributions with respect to Participants whose job category indicates specified ownership guidelines as determined by the Compensation Committee.

The primary responsibility of the Administrative Committee is to administer the Plan for the exclusive benefit of Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrative Committee shall administer the Plan in accordance with its terms to the extent consistent with applicable law, and shall have the power to determine all questions arising in connection with the administration, interpretation, and application of the Plan. Any such determination by the Administrative Committee shall be conclusive and binding upon all affected parties. Any denial by the Administrative Committee of a claim for benefits under the Plan by a Participant or Beneficiary shall be stated in writing by the Administrative Committee and delivered or mailed to the Participant or Beneficiary. Such notice shall set forth the specific reasons for the Administrative Committee's decision. In addition, the Administrative Committee shall afford a reasonable opportunity to any Participant or Beneficiary whose claim for benefits has been denied for a review of the decision denying this claim.

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SECTION 4

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION.

4.1 Participation and Deferral Election. Any Eligible Employee may elect to participate in the Plan for a given Plan Year by filing a completed Election Form for the Plan Year in the manner prescribed by the Administrative Committee. The Election Form must specify the percentage or dollar amount of any Deferral Amount otherwise payable during such Plan Year that will be deferred under the Plan. Notwithstanding the previous sentence, an election to defer Dividends on Stock Grants shall be equal to one hundred percent (100%) of the Dividends on Stock Grants. The minimum total dollar amount of a Participant’s Deferral Amount that a Participant may defer under the Plan for any Plan Year is $5,000. Any election to defer a Deferral Amount is irrevocable upon the filing of the Election Form, and must be properly completed and filed no later than the November 30 immediately preceding such Plan Year, or such other date as the Administrative Committee may specify. An Eligible Employee who fails to file a properly completed Election Form by such date will be ineligible to defer a Deferral Amount under the Plan for the following Plan Year. In addition, the Administrative Committee, in its sole and absolute discretion, may establish from time to time such other enrollment requirements as it determines are necessary or proper.

Notwithstanding anything to the contrary, the Administrative Committee, in its sole and absolute discretion, shall determine from time to time the percentage of Base Salary that may be deferred by Participants under the Plan in any Plan Year. Once such a determination is made the percentage shall remain in effect until changed by the Administrative Committee.

If the Administrative Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with ERISA Sections 201(2), 301(a)(3) and 401(a)(1), the Administrative Committee shall have the right, in its sole and absolute discretion, to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant's membership status changes, (ii) prevent the Participant from making future deferral elections and/or (iii) immediately distribute the Participant's then vested Account Balances and terminate the Participant's participation in the Plan.

4.2 Investment Election. In accordance with procedures established by the Administrative Committee in its sole and absolute discretion, prior to the time a Participant’s Deferral Amounts are credited to a Participant’s Deferral Account pursuant to Section 6.1, the Participant shall designate, on an Election Form, the types of investment options in which the Participant’s Deferral Amounts will be deemed to be invested for purposes of determining the amount of earnings to be credited to the Participant’s Deferral Account and, with respect to Deferral Amounts that are designated by the Participant to be deemed to be invested in IR Stock, the IR Stock Account.

8

Subject to the right of the Administrative Committee to direct the types of investment options in which a Participant’s Discretionary Company Contributions will be deemed to be invested as described in Section 6.3, in the event a Participant receives a Discretionary Company Contribution, the Participant shall, at the time designated by the Administrative Committee, in its sole and absolute discretion, designate, on an Election Form, the types of investment options in which the Participant’s Discretionary Company Contributions will be deemed to be invested for purposes of determining the amount of earnings to be credited to the Participant’s Discretionary Company Contribution Account and, with respect to Discretionary Company Contributions that are designated by the Participant to be deemed to be invested in IR Stock, the IR Stock Account.

In making the designations pursuant to this Section, the Participant may specify that all or any portion of the Participant’s Deferral Amount and, subject to Section 6.3, Discretionary Company Contributions be deemed to be invested, in whole percentage increments, in one or more of the types of investment options provided under the Plan as communicated from time to time by the Administrative Committee. Subject to Section 6.4, a Participant may change the designation made under this Section with respect to prior and/or future Deferral Amounts and/or, subject to Section 6.3, prior and/or future Discretionary Company Contributions by filing an Election Form no later than the time specified by the Administrative Committee, in its sole and absolute discretion, to be effective as of the first business day of the following month. Except for Discretionary Company Contributions that the Administrative Committee, pursuant to Section 6.3, has directed the investment options in which a Participant’s Discretionary Company Contributions shall be deemed to be invested, if a Participant fails to elect a type of investment option under this Section, he or she shall be deemed to have elected the investment option designated by the Administrative Committee as the default investment option.

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SECTION 5

VESTING

5.1. Deferral Amounts. A Participant shall be fully vested in his or her Deferral Account.

5.2. Supplemental Contributions. A Participant shall vest in his or her Supplemental Contribution Account on the earliest of: (i) the fifth anniversary of the date the Supplemental Contribution is credited to the Participant's Supplemental Contribution Account; (ii) the date of the Participant's Retirement; (iii) the Participant’s Disability; (iv) the Participant's death; (v) a Change in Control; or (vi) a termination of the Plan pursuant to Section 9.2.

5.3. Discretionary Contributions. A Participant shall vest in his or her Discretionary Company Contribution Account on the earliest of: (i) the date determined by the Administrative Committee; (ii) the date of the Participant’s Disability; (iii) the date of the Participant’s death; (iv) a Change in Control; or (v) a termination of the Plan pursuant to Section 9.2. Notwithstanding the above, to the extent an agreement between the Company and the Participant contains provisions governing vesting with regards to a Discretionary Company Contribution made on behalf of the Participant, the terms of such agreement shall apply.

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SECTION 6

ACCOUNTS AND VALUATIONS

6.1 Deferral Accounts. The Administrative Committee shall establish and maintain a separate Deferral Account for each Participant for each Plan Year. All Deferral Amounts, other than Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s Deferral Account on the date when the Deferral Amount would otherwise be paid to the Participant. All Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account as described in Section 6.4.

Each Participant’s Deferral Accounts shall be divided into Investment Option Subaccounts. A Participant’s Deferral Accounts shall be credited as follows:

(a) On the day a Deferral Amount is credited to a Participant’s Deferral Account, the Administrative Committee shall credit the Investment Option Subaccounts of the Participant's Deferral Account with an amount equal to the Participant’s Deferral Amount in accordance with the Participant's Election Form; that is, the portion of the Participant's Deferral Amount that the Participant has elected to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option Subaccount corresponding to that investment option, and

(b) Each business day, each Investment Option Subaccount of a Participant's Deferral Account shall be adjusted for earnings or losses in an amount equal to that determined by multiplying the balance credited to such Investment Option Subaccount as of the prior day plus contributions credited that day to the Investment Option Subaccount by the Return for the corresponding investment option.

6.2 Supplemental Contribution Accounts. The Administrative Committee shall establish and maintain a separate Supplemental Contribution Account for each Plan Year for each Participant who receives a Supplemental Contribution for such Plan Year. All Supplemental Contributions shall be credited to the Participant’s Supplemental Contribution Account on the same date that the Participant’s Deferral Amount applicable to a Cash Incentive Compensation Award for which the Supplemental Contribution is being made is credited to the Participant’s Deferral Account pursuant to Section 6.1. All of a Participant’s Supplemental Contributions shall be deemed to be invested in, and shall remain deemed to be invested in, IR Stock in the Participant’s Supplemental Contribution Account until such amounts are distributed from the Plan.

All Supplemental Contributions shall initially be credited to a Participant’s Supplemental Contribution Account in units or fractional units of IR Stock. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Supplemental Contributions are credited to a Participant’s Supplemental Contribution Account, the number of units to be credited shall be determined by dividing the number of units by the value of a unit on such date.

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Dividends paid on IR Stock shall be reflected in a Participant’s Supplemental Contribution Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

6.3 Discretionary Company Contribution Accounts. The Administrative Committee shall establish and maintain a separate Discretionary Company Contribution Account for each Plan Year for each Participant who receives a Discretionary Company Contribution for such Plan Year. All Discretionary Company Contributions, other than those that are deemed, at the Participant’s election or as directed by the Administrative Committee pursuant to the following paragraph, to be invested in IR Stock shall be credited to the Participant’s Discretionary Company Contribution Account on the date determined by the Administrative Committee in its sole and absolute discretion. All Discretionary Company Contributions that are deemed, at the Participant’s election or as directed by the Administrative Committee, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account as described in Section 6.4.

Each Participant’s Discretionary Company Contribution Accounts shall be divided into Investment Option Subaccounts. Notwithstanding the previous sentence, the Administrative Committee may, in its sole and absolute discretion, at the time a Discretionary Company Contribution is made, direct that a Participant’s Discretionary Company Contribution be invested in any one or more of the Investment Option Subaccounts (including the IR Stock Account) and that such Discretionary Company Contribution remain invested in such Investment Option Subaccounts until at least such time as the Administrative Committee, in its sole and absolute discretion, determines that such Discretionary Company Contribution, or portion thereof, may, except as otherwise provided in Section 6.4, be invested in Investment Option Subaccounts elected by the Participant. A Participant’s Discretionary Company Contribution Accounts shall be credited as follows:

(a) On the day a Discretionary Company Contribution is credited to a Participant’s Discretionary Company Contribution Account, the Administrative Committee shall credit the Investment Option Subaccounts of the Participant's Discretionary Company Contribution Account with an amount equal to the Participant’s Discretionary Company Contribution in accordance with the Participant's Election Form or as directed by the Administrative Committee; that is, the portion of the Participant's Discretionary Company Contribution that the Participant has elected, or that the Administrative Committee has directed, to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option Subaccount corresponding to that investment option.

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(b) Each business day, each Investment Option Subaccount of a Participant's Discretionary Company Contribution Account shall be adjusted for earnings or losses in an amount equal to that determined by multiplying the balance credited to such Investment Option Subaccount as of the prior day plus contributions credited that day to the Investment Option Subaccount by the Return for the corresponding investment option.

To the extent an agreement between the Company and the Participant contains provisions governing the deemed investment of Discretionary Company Contributions made on behalf of the Participant, the deemed investment provisions of such agreement shall apply.

6.4 IR Stock Accounts. The Administrative Committee shall establish and maintain a separate IR Stock Account for each Plan Year for each Participant who (i) elects to have all or a portion of his of her Deferral Amounts and/or Discretionary Company Contributions for such Plan Year invested in IR Stock or, (ii) receives a Discretionary Company Contribution which is directed, pursuant to Section 6.3, by the Administrative Committee to be deemed to be invested in IR Stock. All Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account on the date when the Deferral Amount would otherwise be paid to the Participant. All Discretionary Company Contributions that are deemed, whether at the Participant’s election or as directed by the Administrative Committee, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account on the date determined by the Administrative Committee in its sole and absolute discretion. Notwithstanding anything to the contrary, IR Stock credited to a Participant’s IR Stock Account may not be designated by the Participant to be deemed to be invested in any other investment option and shall remain invested in IR Stock in such IR Stock Account until distributed from the Plan. A Participant’s IR Stock Accounts shall be credited as follows:

(a) On the day a Deferral Amount or Discretionary Company Contribution is credited to a Participant’s IR Stock Account, the Administrative Committee shall credit the IR Stock Account with an amount equal to the Participant’s Deferral Amount and/or Discretionary Company Contribution.

(b) All Deferral Amounts and Discretionary Company Contributions deemed to be invested in IR Stock in accordance with the Participant’s Election Form or, with respect to Discretionary Company Contributions as directed by the Administrative Committee, shall be credited to a Participant's IR Stock Account in units or fractional units. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Deferral Amounts and/or Discretionary Company Contributions are credited to the Participant's IR Stock Account, the number of units to be credited shall be determined by dividing the amount of such Deferral Amounts and/or Discretionary Company Contributions by the value of a unit on such date.

13

Dividends paid on IR Stock shall be reflected in a Participant's IR Stock Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

6.5 Changes in Capitalization. If there is any change in the number or class of shares of IR Stock through the declaration of a stock dividend or other extraordinary dividends, or recapitalization resulting in stock splits, or combinations or exchanges of such shares or in the event of similar corporate transactions, the units in each Participant’s IR Stock Account and Supplemental Contribution Account shall be equitably adjusted to reflect any such change in the number or class of issued shares of IR Stock or to reflect such similar corporate transaction.

6.6 Accounts are Bookkeeping Entries. Notwithstanding any other provision of the Plan that may be interpreted to the contrary, the investment options, including IR Stock, are to be used for measurement purposes only, and a Participant's election of any such investment option, the allocation to his or her Account Balances thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balances shall not be considered or construed in any manner as an actual investment of his or her Account Balances in any such investment option. In the event that the Company or the trustee of the Trust, in its own discretion, decides to invest funds in any or all of the investment options, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balances shall at all times be a bookkeeping entry only and shall not represent any investment made on the Participant’s behalf by the Company or the Trust. The Participant shall at all times remain an unsecured creditor of the Company.

14

SECTION 7

DISTRIBUTION OF ACCOUNTS

7.1 Termination with Five Years of Service, Retirement, Disability and Death. A Participant who terminates employment after completing at least five (5) years of Service, reaches Retirement, incurs a Disability, or dies shall be paid his or her vested Account Balances (and after his or her death to his or her Beneficiary) in annual installments over ten (10) years beginning as soon as administratively practicable in the year following the Participant’s termination, Retirement, Disability or death unless an optional form of benefit payment is elected in accordance with the next sentence. For each Plan Year’s Account Balance the Participant may elect an optional form of benefit payment in the manner prescribed by the Administrative Committee, in its sole and absolute discretion, from among the following:

(1) A lump sum distribution to be paid as soon as administratively practicable in the year following the Participant’s termination, Retirement, Disability or death;

(2) Annual installments over five (5) years commencing as soon as administratively practicable in the year following the Participant’s termination, Retirement, Disability or death;

(3) Annual installments over fifteen (15) years commencing as soon as administratively practicable in the year following the Participant’s termination, Retirement, Disability or death; and

(4) A lump sum distribution which shall be paid as soon as administratively practicable in the year specified by the Participant on the Election Form. Such specified time shall be no less than one (1) year and no more than five (5) years following termination, Retirement, Disability or death.

A Participant may elect, on an Election Form, to change the form and/or extend the timing of a distribution under this Section that he or she has previously elected to any other form of distribution or time permitted under this Section, provided that no such election shall be effective unless it is made at least one (1) year before the Participant’s termination, Retirement, Disability or death, as applicable.

In the event of the Participant’s termination of employment with the Company with five (5) years of Service, Retirement, Disability or death prior to the elected date for one or more scheduled distributions prior to termination of employment under Section 7.2, the portion of the Participant’s Account Balance associated with such distribution(s) shall be paid to the Participant (and after his or her death to his or her Beneficiary) in the same form as elected by the Participant under this Section.

15

Notwithstanding any provision of the Plan to the contrary, if a Participant terminates employment after completing five (5) years of Service, has reached Retirement, incurs a Disability or dies while receiving annual installments prior to termination of employment pursuant to Section 7.2, such annual installments shall continue to be paid to the Participant (and after his or her death to his or her Beneficiary) in the same manner as if the Participant had not terminated employment, reached Retirement, incurred a Disability or died.

All distributions under this Section shall be made on a pro rata basis from the Participant's Account Balances.

7.2 Scheduled Distributions Prior to Termination of Employment. A Participant may elect, on an Election Form, to receive a distribution of all or a portion of his or her Deferral Account, IR Stock Account and vested Discretionary Company Contribution Account with respect to a Plan Year(s) while still employed by the Company. A Participant’s election for a distribution under this Section shall be permitted only if the date specified on the Election Form by the Participant for such distribution (in the event of a lump sum) or the commencement of such distribution (in the event of annual installments) is no earlier than two (2) years from the last day of the Plan Year for which the portion of the Deferral Account, IR Stock Account and vested Discretionary Company Contribution Account to be distributed is actually deferred. A Participant may elect, on an Election Form, to extend the date for any distribution under this Section with respect to any Plan Year, provided such election occurs at least one year before the date of distribution most recently elected for that Plan Year by the Participant and the extension is for a period of not less than two (2) years after the date of distribution most recently elected for that Plan Year by the Participant. The Participant shall have the right to extend the date for any distribution under this Section for a Plan Year twice.

At the time an election for a distribution under this Section is made, the Participant shall also elect, on the Election Form, the form of payment of the distribution. The Participant shall elect either (i) a lump sum payment to be paid as soon as soon as administratively practicable in the year specified by the Participant on the Election Form or (ii) annual installments over two (2), three (3), four (4) or five (5) years beginning as soon as administratively practicable in the year specified by the Participant on the Election Form.

A Participant may elect, on an Election Form, to change the form of payment for any distribution under this Section for any Plan Year to any other form of payment permitted under this Section, provided such election occurs at least one (1) year before the date of distribution previously elected by the Participant.

16

All distributions under this Section shall be made on a pro rata basis from the Participant's Deferral Account(s), IR Stock Account(s) and vested Discretionary Company Contribution Account(s), as applicable.

7.3 Termination of Employment Prior to Completing Five (5) Years of Service. If a Participant’s employment with the Company terminates prior to his or her completing five (5) years of Service, the vested portion of the Participant's Account Balances, if any, shall be distributed in a lump sum as soon as practicable in the year following the Participant's termination of employment. If a Participant’s employment with the Company terminates prior to his or her completing five (5) years of Service while receiving annual installments prior to termination of employment pursuant to Section 7.2, such annual installments shall continue to be paid to the Participant (and after his or her death to his or her Beneficiary) in the same manner as if the Participant had not terminated employment prior to completing five (5) years of Service. For purposes of this Section, Disability, death and Retirement shall be deemed not to be a termination of employment.

7.4 Transfer of Employment. Notwithstanding any provision of Sections 7.1, 7.2 or 7.3 to the contrary, a Participant shall not be considered to have terminated employment during a Plan Year, if such Participant is continuously employed during that Plan Year by the Company, a Participating Employer, or any subsidiaries or affiliates of a Participating Employer, or any combination thereof.

7.5 Hardship Distribution. In the event that the Administrative Committee, upon written petition of the Participant (or the Participant’s Beneficiary) on an Election Form filed with the Administrative Committee specifying the Plan Year(s), from which payment shall be made, determines in its sole and absolute discretion, that the Participant (or the Participant’s Beneficiary) has suffered an Unforeseeable Financial Emergency, the Company may pay to the Participant (or the Participant’s Beneficiary) in a lump sum from the Participant’s Deferral Account(s), IR Stock Account(s), vested portion of the Discretionary Contribution Account(s) and the vested portion of the Supplemental Contribution Account(s) with respect to the specified Plan Year(s), as soon as practicable following such determination, an amount appropriate under the circumstances. All distributions under this Section shall be made on a pro rata basis from the Participant's Deferral Account(s), IR Stock Account(s), vested Discretionary Company Contribution Account(s) and vested Supplementary Contribution Account(s), as applicable.

7.6 Early Distributions (with forfeiture). A Participant shall be permitted to elect, on an Election Form, to receive an Early Distribution in whole percentages of up to 100% of his or her Deferral Account(s), IR Stock Account(s) and vested Discretionary Company Contribution Account(s) with respect to a specified Plan Year(s), subject to the following restrictions:

(1) 10% of the amount elected by the Participant to be distributed as an Early Distribution shall be permanently forfeited and such forfeited amount shall be deducted from the amount to be distributed to the Participant.

17

(2) If a Participant receives an Early Distribution, the Participant will be ineligible to participate in the Plan for the balance of the Plan Year in which the Early Distribution is received and for the following Plan Year. All Early Distributions shall be made on a pro rata basis from the Participant's Deferral Account(s), IR Stock Account(s) and vested Discretionary Company Contribution Account(s).

(3) The Early Distribution shall be paid in a single lump sum as soon as administratively practicable after the Early Distribution election is made.

7.7 Form of Payments. All amounts in a Participant’s Deferral Account and Discretionary Company Contribution Account and payable to a Participant or Beneficiary under the Plan shall be paid in cash. All amounts in a Participant’s Supplemental Contribution Account and IR Stock Account and payable to a Participant or Beneficiary under the Plan shall be paid in IR Stock; except that, with respect to any fractional share, such fractional share shall be paid in cash.

All distributions from the Plan that are to be paid in a specified number of annual installments shall be paid so that the amount of each annual installment is determined by dividing the total remaining number of units in the Participant’s Account Balance to be paid in annual installments by the number of years of annual installments remaining.

7.8 Taxes; Withholding. To the extent required by law, the Company, or the trustee of the Trust, shall withhold from payments made hereunder an amount equal to at least the minimum taxes required to be withheld by the federal or any state or local government. The amount to be withheld and the manner in which amounts shall be withheld shall be determined in the sole discretion of the Company or the trustee of the Trust.

7.9 Distribution Provisions. Effective January 1, 2004, to the extent an agreement between the Company and a Participant contains provisions governing the form and/or timing of a distribution of a Discretionary Company Contribution made on behalf of the Participant, the distribution provisions of such agreement shall apply. Except as provided in an agreement between the Company and the Participant, the form and/or timing of a Discretionary Company Contribution shall be determined by the Administrative Committee in its sole and absolute discretion.

18

SECTION 8

BENEFICIARY DESIGNATION

A Participant shall have the right to designate a Beneficiary(ies) to receive the Participant’s Account Balances in the event the Participant dies prior to receiving all of his or her Account Balances. A Beneficiary designation shall be made, and may be amended at any time, by the Participant by filing a written designation with the Administrative Committee, on such form and in accordance with such procedures as the Administrative Committee shall establish from time to time. A Participant may change the designated Beneficiary under the Plan at any time by providing such designation in writing to the Administrative Committee.

If a Participant fails to designate a Beneficiary(ies), or if all designated Beneficiaries predecease the Participant, the Participant’s Beneficiary(ies) shall be deemed to be the Participant’s estate. If the Company is unable to determine a Participant's Beneficiary or if any dispute arises concerning a Participant's Beneficiary, the Company may pay benefits to the Participant's estate. Upon such payment, the Company shall have no further liability hereunder.

If any distribution to a Beneficiary is to be made in annual installments, and the Beneficiary dies before receiving all such installments, the value of the remaining installments, if any, shall be paid to the estate of the Beneficiary in a lump sum.

19

SECTION 9

AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment. The Plan may, at any time and from time to time, be amended without the consent of any Participant or Beneficiary, (a) by the Compensation Committee of the Board of Directors of the Company or (b) by the Administrative Committee in the case of amendments which do not materially modify the provisions hereof; provided, however, that no amendment shall reduce any benefits accrued under the terms of the Plan prior to the date of amendment.

9.2 Termination of Plan

a. Company's Right to Terminate. The Board of Directors of the Company may terminate the Plan at any time and for any reason.

b. Payments Upon Termination. Upon any termination of the Plan under this Section, Base Salary, Cash Incentive Compensation Awards, Dividends on Stock Grants, Discretionary Company Contributions and Supplemental Contributions shall prospectively cease to be deferred and, with respect to all such amounts previously deferred, the Company shall pay to the Participant, in a lump sum, as soon as administratively practicable, the value of the Participant’s Account Balances.

20

SECTION 10

MISCELLANEOUS

10.1 Unsecured General Creditor. Benefits under the Plan shall be payable by the Company out of its general funds. The Company shall have the right to establish a reserve or make any investment for the purposes of satisfying its obligations hereunder for payment of benefits at its discretion, provided, however, that no Participant or Beneficiary shall have any interest in such investment or reserve. To the extent that any person acquires a right to receive benefits under the Plan, such rights shall be no greater than the right of any unsecured general creditor of the Company. No Participant shall have any rights or privileges of a stockholder of the Company or of a member of Ingersoll-Rand Company Limited under the Plan, including as a result of the crediting of units to a Participant’s IR Stock Account or Supplemental Contribution Account, except at such time as distribution is actually made from the Participant’s IR Stock Account or Supplemental Contribution Account, as applicable.

10.2 Entire Agreement; Successors. The Plan, including the Election Form and any subsequently adopted amendments to the Plan or Election Form, shall constitute the entire agreement or contract between the Company and any Participant regarding the Plan. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Company and any Participant relating to the subject matter hereof, other than those set forth herein. The Plan and any amendment hereof shall be binding on the Company and the Participants and, their respective heirs, administrators, trustees, successors and assigns, including but not limited to, any successors of the Company by merger, consolidation or otherwise by operation of law, and on all designated Beneficiaries of the Employee.

10.3 Non-Assignability. To the extent permitted by law, the right of any Participant or any Beneficiary in any benefit hereunder shall not be subject to attachment or any other legal process for the debts of such Participant or Beneficiary; nor shall any such benefit be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

10.4 No Contract of Employment. The establishment of the Plan or any modification hereof shall not give any Participant or other person the right to remain in the service of the Company, a Participating Employer, or any subsidiaries or affiliates of a Participating Employer, and all Participants and other persons shall remain subject to discharge to the same extent as if the Plan had never been adopted.

10.5 Authorization and Source of Shares. Shares of IR Stock necessary to meet the obligations of the Plan have been reserved and authorized pursuant to resolutions adopted by the Board of Directors of the Company on December 4, 1996, and additional shares of IR Stock shall be reserved and authorized for delivery under the Plan from time to time. These shares of IR Stock may be provided from newly-issued or treasury shares.

21

10.6 Singular and Plural. As the context may require, the singular may be read as the plural and the plural as the singular.

10.7 Captions. The captions to the articles, sections, and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

10.8 Applicable Law. The Plan shall be governed and construed in accordance with the laws of the State of New Jersey.

10.9 Severability. If any provisions of the Plan shall, to any extent, be invalid or unenforceable, the remainder of the Plan shall not be affected thereby, and each provision of the Plan shall be valid and enforceable to the fullest extent permitted by law.

10.10 Notice. Any notice or filing required or permitted to be given to the Administrative Committee shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Company at 155Chestnut Ridge Road, Montvale, NJ 07645, directed to the attention of the Senior Vice President, Human Resources. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Any notice to the Participant shall be addressed to the Participant at the Participant’s residence address as maintained in the Company’s records. Any party may change the address for such party here set forth by giving notice of such change to the other parties pursuant to this Section.

IN WITNESS WHEREOF, the Company has caused this amendment and restatement to be executed by its duly authorized representative as of August 1, 2007.

INGERSOLL-RAND COMPANY
By:	/s/ Marcia Avedon
	Marcia Avedon Senior Vice President

22

EX-10.2

IR EXECUTIVE DEFERRED COMPENSATION PLAN II

[As Amended and Restated Effective August 1, 2007]

TABLE OF CONTENTS

SECTION 1 -	STATEMENT OF PURPOSE	1
SECTION 2 -	DEFINITIONS
2.1	Account Balance	2
2.2	Administrative Committee	2
2.3	Base Salary	2
2.4	Beneficiary	2
2.5	Beneficiary Designation Form	2
2.6	Cash Incentive Compensation Award	2
2.7	Change in Control	2
2.8	Code	2
2.9	Compensation Committee	2
2.10	Deferral Account	3
2.11	Deferral Amount	3
2.12	Disability	3
2.13	Discretionary Company Contribution	3
2.14	Discretionary Company Contribution Account	3
2.15	Dividends on Stock Grants	3
2.16	Elected Officer	3
2.17	Election Form	3
2.18	Eligible Employee	4
2.19	ERISA	4
2.20	Investment Option Subaccounts	4
2.21	IR Stock	4
2.22	IR Stock Account	4
2.23	Participant	4
2.24	Participating Employer	4
2.25	Plan Year	4
2.26	Retirement	4
2.27	Return	5
2.28	Separation from Service	5
2.29	Service	5
2.30	Stock Based Awards	5
2.32	Stock Grant	5
2.32	Supplemental Contribution	5
2.33	Supplemental Contribution Account	5
2.34	Trust	5
2.35	Unforeseeable Financial Emergency	5
SECTION 3 -	ADMINISTRATION OF THE PLAN	6

(i)

SECTION 4 -	PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION
4.1	Participation and Deferral Election	7
4.2	Investment Election	8
4.3	Duration of Elections	9
SECTION 5 -	VESTING
5.1	Deferral Amounts	10
5.2	Supplemental Contributions	10
5.3	Discretionary Contributions	10
SECTION 6 -	ACCOUNTS AND VALUATIONS
6.1	Deferral Accounts	11
6.2	Supplemental Contribution Accounts	11
6.3	Discretionary Contribution Accounts	12
6.4	IR Stock Accounts	13
6.5	Changes in Capitalization	14
6.6	Accounts are Bookkeeping Entries	14
SECTION 7 -	DISTRIBUTION OF ACCOUNTS
7.1	Separation from Service with Five Years of Service, etc.	15
7.2	Scheduled Distributions Prior to Separation from Service	16
7.3	Separation from Service Prior to Completing Five (5) Years of Service	17
7.4	Unforeseeable Financial Emergency Distribution	17
7.5	Required Delay in Distributions	18
7.6	Prohibition of Accelerations	18
7.7	Medium of Payments	18
7.8	Taxes; Withholding	18
7.9	Distribution Provisions	18
7.10	Treatment of Installments; Date of Distribution	19
7.11	Timing of Initial Election Forms	19
7.12	Effective Date of Distribution Provisions	19
SECTION 8 -	BENEFICIARY DESIGNATION	20
SECTION 9 -	AMENDMENT AND TERMINATION OF PLAN
9.1	Amendment	21
9.2	Termination of Plan	21

(ii)

SECTION 10 -	MISCELLANEOUS
10.1	Unsecured General Creditor	22
10.2	Entire Agreement; Successors	22
10.3	Non-Assignability	22
10.4	No Contract of Employment	22
10.5	Authorization and Source of Shares	22
10.6	Singular and Plural	23
10.7	Captions	23
10.8	Applicable Law	23
10.9	Severability	23
10.10	Notice	23

(iii)

IR Executive Deferred Compensation Plan II

As Amended and Restated Effective August 1, 2007

SECTION 1

STATEMENT OF PURPOSE

The purpose of the IR Executive Deferred Compensation Plan II (the “Plan”) is to further increase the mutuality of interest between Ingersoll-Rand Company (the “Company”), its employees, the employees of a Participating Employer and members of Ingersoll-Rand Company Limited by providing a select group of management and highly compensated employees of the Company or a Participating Employer the opportunity to elect to defer receipt of cash compensation. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. To the extent Code Section 409A applies to the Plan, the terms of the Plan are intended to comply with that provision, and the terms of the Plan shall be interpreted and administered in accordance therewith.

The Plan is a successor to the IR Executive Deferred Compensation Plan (the “Predecessor Plan”). The Predecessor Plan, which previously was known as the Ingersoll-Rand Company Executive Deferred Compensation and Stock Bonus Plan, became effective on January 1, 1997, was amended and restated effective January 1, 2001.

On December 31, 2004, the Company froze the Predecessor Plan with respect to all deferrals to the extent such deferrals would otherwise be subject to Code Section 409A (including amounts that were credited under the Predecessor Plan as of December 31, 2004 but were not grandfathered with respect to Code Section 409A). Also on December 31, 2004, the Company adopted the Plan to provide for deferrals of amounts subject to Code Section 409A (including amounts that were credited under the Predecessor Plan as of December 31, 2004 but were not grandfathered with respect to Code Section 409A) on substantially the same terms as those provided under the Predecessor Plan to the extent such terms are not inconsistent with Code Section 409A.

The Company now hereby amends and restates the Plan in its entirety to conform the terms of the Plan to the requirements under Code Section 409A. The Plan shall apply to (i) amounts initially deferred hereunder on or after January 1, 2005, (ii) amounts initially credited to the Predecessor Plan before January 1, 2005 that, pursuant to the effective-date rules of Code Section 409A, are subject to the provisions of Code Section 409A, and (iii) investment earnings allocable to amounts described in (i) and (ii). Notwithstanding any other provision of this Plan, no amount will be deferred or credited under this Plan with respect to a Participant for a Plan Year if such amount is properly deferred or credited with respect to such Participant for such Plan Year under the Predecessor Plan.

1

SECTION 2

DEFINITIONS

2.1 “Account Balance” means, for each Plan Year, a credit on the records of the Company equal to the sum of the value of a Participant’s Deferral Account, Supplemental Contribution Account, Discretionary Company Contribution Account and IR Stock Account for such Plan Year. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or to the Participant’s designated Beneficiary, pursuant to the Plan.

2.2 “Administrative Committee” shall mean the committee appointed by the Chief Executive Officer of the Company which will administer the Plan in accordance with the duties delegated to it by the Compensation Committee or as set forth herein.

2.3 “Base Salary” means a Participant’s annual base salary, excluding bonuses, commissions, incentive compensation and all other remuneration for services rendered to the Company or a Participating Employer and prior to a reduction for any salary contributions to a plan established pursuant to Code Section 125 or qualified pursuant to Code Section 401(k).

2.4 “Beneficiary” means the person or persons designated as such in accordance with Section 8.

2.5 “Beneficiary Designation Form” means the form established from time to time by the Administrative Committee that a Participant completes and returns to the Administrative Committee to designate one or more Beneficiaries.

2.6 “Cash Incentive Compensation Award” means any of the Participant’s annual cash incentive compensation awards.

2.7 “Change in Control” means a “change in control of the Company” (as set forth in the Company’s Incentive Stock Plan of 2007), unless a different definition is used for purposes of any severance of employment agreement or change of control arrangement between the Company and a Participant, in which event such definition shall apply. Solely for purposes of this Section 2.7, the term “Company” shall mean Ingersoll-Rand Company Limited.

2.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and other administrative guidance issued thereunder.

2.9 “Compensation Committee” means the Compensation Committee of the Board of Directors of Ingersoll-Rand Company Limited.

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2.10 “Deferral Account” means, for each Plan Year, (i) the sum of all of a Participant’s Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Deferral Account.

2.11 “Deferral Amount” means the amount of a Participant’s Cash Incentive Compensation Award, Base Salary, Stock Based Awards, and (for periods prior to August 2, 2006) Dividends on Stock Grants actually deferred under the Plan by the Participant pursuant to Section 4 for any one Plan Year.

2.12 “Disability” means, with respect to a Participant: (a) a condition under which the Participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or a Participating Employer; or (b) any other condition under which the Participant is considered “disabled” within the meaning of Code Section 409A(a)(2)(C).

2.13 “Discretionary Company Contribution” means an additional amount to be credited to a Participant's Discretionary Company Contribution Account for a Plan Year.

2.14 “Discretionary Company Contribution Account” means, for each Plan Year, (i) the sum of all of a Participant’s Discretionary Company Contributions, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Discretionary Company Contribution Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Discretionary Company Contribution Account.

2.15 “Dividends on Stock Grants” means the dividends on deferred vested Stock Grants payable to a Participant pursuant to the Ingersoll-Rand Company Incentive Stock Plan of 1995 or the Ingersoll-Rand Company Incentive Stock Plan of 1998. Notwithstanding the foregoing, effective August 2, 2006, no additional Dividends on Stock Grants shall be credited under the Plan with respect to any Participant.

2.16 “Elected Officer” means an officer of the Company elected to such position by the Board of Directors of the Company.

2.17 “Election Form” means the form or forms established from time to time by the Administrative Committee that a Participant completes, signs and returns to the Administrative Committee or to the Plan’s recordkeeper to make an election under the Plan. An Election Form also includes any other method approved by the Administrative Committee, in its sole and absolute discretion, that a Participant may use to make an election under the Plan. The terms and conditions specified in the Election Form(s) are incorporated by reference herein and form a part of the Plan. If there is a conflict between the Election Form and the Plan, the terms of the Plan shall control and govern.

3

2.18 “Eligible Employee” means an Elected Officer or an individual who is among a select group of management and highly compensated employees of the Company or a Participating Employer who has been selected by the Administrative Committee, in its sole and absolute discretion, to participate in the Plan.

2.19 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.20 “Investment Option Subaccounts” means the separate subaccounts, each of which corresponds to an investment option elected by the Participant or, as provided in Section 6.3 regarding Discretionary Company Contributions, the Administrative Committee, with respect to a Participant’s Deferral Accounts and/or Discretionary Company Contribution Accounts, as applicable.

2.21 “IR Stock” means the Class A common shares, par value $1.00 per share, of Ingersoll-Rand Company Limited, a Bermuda company.

2.22 “IR Stock Account” means, for each Plan Year, (i) the sum of all of a Participant’s Deferral Amounts and Discretionary Company Contributions that are deemed to be invested in IR Stock, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s IR Stock Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s IR Stock Account.

2.23 “Participant” means an Eligible Employee participating in the Plan in accordance with the provisions of Section 4.

2.24 “Participating Employer” means any direct or indirect parent, subsidiary or affiliate of the Company that is aggregated with the Company for purposes of Code Section 409A.

2.25 “Plan Year” means a calendar year.

2.26 “Retirement” means, with respect to a Participant, Separation from Service after he or she has attained age 65 (62 for Elected Officers) or Separation from Service with at least five (5) years of Service.

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2.27 “Return” means, for each investment option, an amount equal to the net investment return (including changes in value and distributions) for each such investment option during each business day.

2.28 “Separation from Service” means a separation from service within the meaning of Code Section 409A(a)(2)(A)(i).

2.29 “Service” means periods of service with the Company or a Participating Employer as determined in accordance with Section 2.3 of the Ingersoll Rand Pension Plan Number One.

2.30 “Stock Based Awards” means awards, in lieu of any incentive or variable compensation to which a Participant is entitled from the Company or its subsidiaries or ERISA affiliates, of (i) Class A common shares of Ingersoll-Rand Company Limited, or (ii) restricted Class A common shares of Ingersoll-Rand Company Limited, or (iii) awards that are valued in whole, or in part, by reference to, or otherwise based on the fair market value of Class A common shares of Ingersoll-Rand Company Limited.

2.31 “Stock Grant” means a grant of IR Stock made to a Participant under the Company’s stock grant plan, which was frozen in February of 2000.

2.32 “Supplemental Contribution” means an additional amount to be credited to a Participant’s Supplemental Contribution Account equal to twenty percent (20%) of the Participant’s Cash Incentive Compensation Award that is deferred under Section 6.1 of the Plan for a Plan Year by the Participant and is, at the time of making the deferral election, elected to be invested in the Participant’s IR Stock Account. Supplemental Contributions shall be available and credited only to Participants whose job category indicates specified ownership guidelines as determined by the Compensation Committee in its sole and absolute discretion. Notwithstanding the foregoing, effective August 2, 2006, no additional Supplemental Contributions shall be credited under the Plan with respect to any Participant.

2.33 “Supplemental Contribution Account” means, for each Plan Year, (i) the sum of all of a Participant’s Supplemental Contributions, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Supplemental Contribution Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Supplemental Contribution Account.

2.34 “Trust” means the Ingersoll-Rand Company Deferred Compensation Trust Agreement, dated as of January 1, 2001 between the Company and the trustee named therein, as amended from time to time.

2.35 “Unforeseeable Financial Emergency” means: (a) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant; or (b) such other definition of “unforeseeable emergency” within the meaning of Code Section 409A(a)(2)(B)(ii).

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SECTION 3

ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Compensation Committee (or any successor committee). The Compensation Committee has delegated authority to the Administrative Committee to administer the Plan in accordance with the provisions of this Section. Notwithstanding the previous sentence, the Compensation Committee shall retain authority for determining (i) a Participant’s eligibility to receive Supplemental Contributions, and (ii) eligibility for, and the amount of, Discretionary Company Contributions with respect to Participants whose job category indicates specified ownership guidelines as determined by the Compensation Committee.

The primary responsibility of the Administrative Committee is to administer the Plan for the exclusive benefit of Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrative Committee shall administer the Plan in accordance with its terms to the extent consistent with applicable law, and shall have the power to determine all questions arising in connection with the administration, interpretation, and application of the Plan. Any such determination by the Administrative Committee shall be conclusive and binding upon all affected parties. Any denial by the Administrative Committee of a claim for benefits under the Plan by a Participant or Beneficiary shall be stated in writing by the Administrative Committee and delivered or mailed to the Participant or Beneficiary. Such notice shall set forth the specific reasons for the Administrative Committee's decision. In addition, the Administrative Committee shall afford a reasonable opportunity to any Participant or Beneficiary whose claim for benefits has been denied for a review of the decision denying this claim.

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SECTION 4

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION.

4.1 Participation and Deferral Election. Any Eligible Employee may elect to participate in the Plan for a given Plan Year by filing a completed Election Form for the Plan Year in the manner prescribed by the Administrative Committee. The Election Form must specify the percentage or dollar amount of any Deferral Amount otherwise payable for or during such Plan Year that will be deferred under the Plan. No Election Form shall be accepted by the Administrative Committee unless it provides that the Participant has elected to defer a combination of cash and/or Stock Based Award equal to a minimum of $5,000.

Any election to defer a Deferral Amount for a Plan Year is irrevocable upon the filing of the Election Form, and must be properly completed and filed by the Participant no later than:

(a) In the case of the Participant’s Base Salary payable for a Plan Year: (i) the December 31 immediately preceding such Plan Year; or (ii) with respect to a new Participant who is described in Code Section 409A(a)(4)(B)(ii), the 30th day after such new Participant first becomes eligible to participate in the Plan (provided that such election shall relate only to Base Salary for services performed subsequent to the date such Election Form is filed);

(b) In the case of the Participant’s Cash Incentive Compensation payable during a Plan Year or Stock Based Awards granted during a Plan Year that constitute performance-based compensation for purposes of Code Section 409A: (i) the June 30 immediately preceding such Plan Year; or (ii) with respect to a new Participant who is described in Code Section 409A(a)(4)(B)(ii), the 30th day after such new Participant first becomes eligible to participate in the Plan (provided that such election shall relate only to Cash Incentive Compensation and Stock Based Awards for services performed subsequent to the date such Election Form is filed);

(c) In the case of Stock Based Awards granted during a Plan Year that do not constitute performance-based compensation for purposes of Code Section 409A: (i) if, at the time the Participant obtains a legally binding right to such Stock Based Awards, the Stock Based Awards are subject to a substantial risk of forfeiture (within the meaning of Code Section 409A) for a period of at least 13 months, the 30th day after the Participant obtains a legally binding right to such Stock Based Awards; and, (ii) otherwise (a) the December 31 immediately preceding the Plan Year during which the services for which such Stock Based Awards are granted will be performed, or (b) with respect to a new Participant who is described in Code Section 409A(a)(4)(B)(ii), the 30th day after such new Participant first becomes eligible to participate in the Plan (provided that such election shall relate only to Stock Based Awards for services performed subsequent to the date such Election Form is filed);

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An Eligible Employee who fails to file a properly completed Election Form by the applicable date indicated above will be ineligible to defer under the Plan the Deferral Amount to which such applicable date relates. In addition, the Administrative Committee, in its sole and absolute discretion, may establish from time to time such other enrollment requirements as it determines are necessary or proper.

Notwithstanding anything to the contrary, the Administrative Committee, in its sole and absolute discretion, shall determine from time to time the percentage of Base Salary that may be deferred by Participants under the Plan in any Plan Year. Once such a determination is made the percentage shall remain in effect until the beginning of the first Plan Year after such percentage is changed by the Administrative Committee.

If the Administrative Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with ERISA Sections 201(2), 301(a)(3) and 401(a)(1), the Participant shall not be permitted to make any future deferral election under this Section 4.1 for any future Plan Year.

4.2 Investment Election. In accordance with procedures established by the Administrative Committee in its sole and absolute discretion, prior to the time a Participant’s Deferral Amounts are credited to a Participant’s Deferral Account pursuant to Section 6.1, the Participant shall designate, on an Election Form, the types of investment options in which the Participant’s Deferral Amounts will be deemed to be invested for purposes of determining the amount of earnings to be credited to the Participant’s Deferral Account and, with respect to Deferral Amounts that are designated by the Participant to be deemed to be invested in IR Stock, the IR Stock Account.

Subject to the right of the Administrative Committee to direct the types of investment options in which a Participant’s Discretionary Company Contributions will be deemed to be invested as described in Section 6.3, in the event a Participant receives a Discretionary Company Contribution, the Participant shall, at the time designated by the Administrative Committee, in its sole and absolute discretion, designate, on an Election Form, the types of investment options in which the Participant’s Discretionary Company Contributions will be deemed to be invested for purposes of determining the amount of earnings to be credited to the Participant’s Discretionary Company Contribution Account and, with respect to Discretionary Company Contributions that are designated by the Participant to be deemed to be invested in IR Stock, the IR Stock Account.

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In making the designations pursuant to this Section, the Participant may specify that all or any portion of the Participant’s Deferral Amount and, subject to Section 6.3, Discretionary Company Contributions be deemed to be invested, in whole percentage increments, in one or more of the types of investment options provided under the Plan as communicated from time to time by the Administrative Committee. Subject to Section 6.4, a Participant may change the designation made under this Section with respect to prior and/or future Deferral Amounts and/or, subject to Section 6.3, prior and/or future Discretionary Company Contributions by filing an Election Form no later than the time specified by the Administrative Committee, in its sole and absolute discretion, to be effective as of the first business day of the following month.

Notwithstanding any other provision of this Section 4.2, in no event may a Participant designate that any Base Salary deferred under the Plan or any earnings thereon be deemed to be invested in IR Stock, and in no event may a Participant designate that any Stock Based Awards or earnings thereon be deemed to be invested other than in IR Stock.

Except for Discretionary Company Contributions that the Administrative Committee, pursuant to Section 6.3, has directed the investment options in which a Participant’s Discretionary Company Contributions shall be deemed to be invested, if a Participant fails to elect a type of investment option under this Section, he or she shall be deemed to have elected the investment option designated by the Administrative Committee as the default investment option.

4.3 Duration of Elections. Notwithstanding anything to the contrary: (a) any election under Section 4.1 (including a failure to make an election) shall remain in effect from Plan Year to Plan Year unless a written request to modify or terminate that election for a subsequent Plan Year is submitted to the Administrative Committee in accordance with Section 4.1; and (b) any election under Section 4.2 (including a failure to make an election) shall remain in effect from Plan Year to Plan Year unless a written request to modify or terminate that election is submitted to the Administrative Committee, which request shall be effective as to any Deferral Amount credited to the Participant’s Deferral Account 30 or more days after such written request is submitted to the Administrative Committee; provided that nothing in this Section 4.3(b) shall permit a Participant to make such a written request as to the deemed investment of Stock Based Awards.

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SECTION 5

VESTING

5.1. Deferral Amounts. A Participant shall be fully vested in his or her Deferral Account.

5.2. Supplemental Contributions. A Participant shall vest in his or her Supplemental Contribution Account on the earliest of: (i) the fifth anniversary of the date the Supplemental Contribution is credited to the Participant's Supplemental Contribution Account; (ii) the date of the Participant's Retirement; (iii) the Participant’s Disability; (iv) the Participant's death; (v) a Change in Control; or (vi) a termination of the Plan pursuant to Section 9.2. Notwithstanding the foregoing, effective August 2, 2006, a Participant shall be fully vested in his or her Supplemental Contribution Account.

5.3. Discretionary Contributions. A Participant shall vest in his or her Discretionary Company Contribution Account on the earliest of: (i) the date determined by the Administrative Committee; (ii) the date of the Participant’s Disability; (iii) the date of the Participant’s death; (iv) a Change in Control; or (v) a termination of the Plan pursuant to Section 9.2. Notwithstanding the above, to the extent an agreement between the Company and the Participant contains provisions governing vesting with regards to a Discretionary Company Contribution made on behalf of the Participant, the terms of such agreement shall apply.

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SECTION 6

ACCOUNTS AND VALUATIONS

6.1 Deferral Accounts. The Administrative Committee shall establish and maintain a separate Deferral Account for each Participant for each Plan Year. All Deferral Amounts, other than Stock Based Awards and Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s Deferral Account on the date when the Deferral Amount would otherwise be paid to the Participant. All Stock Based Awards and Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account as described in Section 6.4.

Each Participant’s Deferral Accounts shall be divided into Investment Option Subaccounts. A Participant’s Deferral Accounts shall be credited as follows:

(a) On the day a Deferral Amount is credited to a Participant’s Deferral Account, the Administrative Committee shall credit the Investment Option Subaccounts of the Participant's Deferral Account with an amount equal to the Participant’s Deferral Amount in accordance with the Participant's Election Form; that is, the portion of the Participant's Deferral Amount that the Participant has elected to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option Subaccount corresponding to that investment option, and

(b) Each business day, each Investment Option Subaccount of a Participant's Deferral Account shall be adjusted for earnings or losses in an amount equal to that determined by multiplying the balance credited to such Investment Option Subaccount as of the prior day plus contributions credited that day to the Investment Option Subaccount by the Return for the corresponding investment option.

6.2 Supplemental Contribution Accounts. The Administrative Committee shall establish and maintain a separate Supplemental Contribution Account for each Plan Year for each Participant who receives a Supplemental Contribution for such Plan Year. All Supplemental Contributions shall be credited to the Participant’s Supplemental Contribution Account on the same date that the Participant’s Deferral Amount applicable to a Cash Incentive Compensation Award for which the Supplemental Contribution is being made is credited to the Participant’s Deferral Account pursuant to Section 6.1. Effective August 2, 2006, no further Supplemental Contributions shall be credited to a Participant’s Supplemental Contribution Account. All of a Participant’s Supplemental Contributions shall be deemed to be invested in, and shall remain deemed to be invested in, IR Stock in the Participant’s Supplemental Contribution Account until such amounts are distributed from the Plan.

All Supplemental Contributions shall initially be credited to a Participant’s Supplemental Contribution Account in units or fractional units of IR Stock. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Supplemental Contributions are credited to a Participant’s Supplemental Contribution Account, the number of units to be credited shall be determined by dividing the number of units by the value of a unit on such date.

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Dividends paid on IR Stock shall be reflected in a Participant’s Supplemental Contribution Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

6.3 Discretionary Company Contribution Accounts. The Administrative Committee shall establish and maintain a separate Discretionary Company Contribution Account for each Plan Year for each Participant who receives a Discretionary Company Contribution for such Plan Year. All Discretionary Company Contributions, other than those that are deemed, at the Participant’s election or as directed by the Administrative Committee pursuant to the following paragraph, to be invested in IR Stock shall be credited to the Participant’s Discretionary Company Contribution Account on the date determined by the Administrative Committee in its sole and absolute discretion. All Discretionary Company Contributions that are deemed, at the Participant’s election or as directed by the Administrative Committee, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account as described in Section 6.4.

Each Participant’s Discretionary Company Contribution Accounts shall be divided into Investment Option Subaccounts. Notwithstanding the previous sentence, the Administrative Committee may, in its sole and absolute discretion, at the time a Discretionary Company Contribution is made, direct that a Participant’s Discretionary Company Contribution be invested in any one or more of the Investment Option Subaccounts (including the IR Stock Account) and that such Discretionary Company Contribution remain invested in such Investment Option Subaccounts until at least such time as the Administrative Committee, in its sole and absolute discretion, determines that such Discretionary Company Contribution, or portion thereof, may, except as otherwise provided in Section 6.4, be invested in Investment Option Subaccounts elected by the Participant. A Participant’s Discretionary Company Contribution Accounts shall be credited as follows:

(a) On the day a Discretionary Company Contribution is credited to a Participant’s Discretionary Company Contribution Account, the Administrative Committee shall credit the Investment Option Subaccounts of the Participant's Discretionary Company Contribution Account with an amount equal to the Participant’s Discretionary Company Contribution in accordance with the Participant's Election Form or as directed by the Administrative Committee; that is, the portion of the Participant's Discretionary Company Contribution that the Participant has elected, or that the Administrative Committee has directed, to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option Subaccount corresponding to that investment option.

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(b) Each business day, each Investment Option Subaccount of a Participant's Discretionary Company Contribution Account shall be adjusted for earnings or losses in an amount equal to that determined by multiplying the balance credited to such Investment Option Subaccount as of the prior day plus contributions credited that day to the Investment Option Subaccount by the Return for the corresponding investment option.

To the extent an agreement between the Company and the Participant contains provisions governing the deemed investment of Discretionary Company Contributions made on behalf of the Participant, the deemed investment provisions of such agreement shall apply.

6.4 IR Stock Accounts. The Administrative Committee shall establish and maintain a separate IR Stock Account for each Plan Year for each Participant who (i) elects to have all or a portion of his of her Deferral Amounts and/or Discretionary Company Contributions for such Plan Year invested in IR Stock, (ii) elects to defer Stock Based Awards pursuant to Section 4.1, or (iii) receives a Discretionary Company Contribution which is directed, pursuant to Section 6.3, by the Administrative Committee to be deemed to be invested in IR Stock. All Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account on the date when the Deferral Amount would otherwise be paid to the Participant. All Stock Based Awards shall be credited to a Participant’s IR Stock Account at the time such Stock Based Awards become vested. All Discretionary Company Contributions that are deemed, whether at the Participant’s election or as directed by the Administrative Committee, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account on the date determined by the Administrative Committee in its sole and absolute discretion. Notwithstanding anything to the contrary, IR Stock credited to a Participant’s IR Stock Account may not be designated by the Participant to be deemed to be invested in any other investment option and shall remain invested in IR Stock in such IR Stock Account until distributed from the Plan. A Participant’s IR Stock Accounts shall be credited as follows:

(a) On the day a Deferral Amount or Discretionary Company Contribution is credited to a Participant’s IR Stock Account, the Administrative Committee shall credit the IR Stock Account with an amount equal to the Participant’s Deferral Amount and/or Discretionary Company Contribution.

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(b) All Deferral Amounts and Discretionary Company Contributions deemed to be invested in IR Stock in accordance with the Participant’s Election Form or, with respect to Discretionary Company Contributions as directed by the Administrative Committee, shall be credited to a Participant's IR Stock Account in units or fractional units. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Deferral Amounts and/or Discretionary Company Contributions are credited to the Participant's IR Stock Account, the number of units to be credited shall be determined by dividing the amount of such Deferral Amounts and/or Discretionary Company Contributions by the value of a unit on such date.

Dividends paid on IR Stock shall be reflected in a Participant's IR Stock Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

6.5 Changes in Capitalization. If there is any change in the number or class of shares of IR Stock through the declaration of a stock dividend or other extraordinary dividends, or recapitalization resulting in stock splits, or combinations or exchanges of such shares or in the event of similar corporate transactions, the units in each Participant’s IR Stock Account and Supplemental Contribution Account shall be equitably adjusted to reflect any such change in the number or class of issued shares of IR Stock or to reflect such similar corporate transaction.

6.6 Accounts are Bookkeeping Entries. Notwithstanding any other provision of the Plan that may be interpreted to the contrary, the investment options, including IR Stock, are to be used for measurement purposes only, and a Participant's election of any such investment option, the allocation to his or her Account Balances thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balances shall not be considered or construed in any manner as an actual investment of his or her Account Balances in any such investment option. In the event that the Company or the trustee of the Trust, in its own discretion, decides to invest funds in any or all of the investment options, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balances shall at all times be a bookkeeping entry only and shall not represent any investment made on the Participant’s behalf by the Company or the Trust. The Participant shall at all times remain an unsecured creditor of the Company.

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SECTION 7

DISTRIBUTION OF ACCOUNTS

7.1 Separation from Service with Five Years of Service, Retirement, Disability and Death. Except as otherwise provided in Section 7.5, effective August 1, 2007 or as otherwise provided in Section 7.12, a Participant who has a Separation from Service after completing at least five (5) years of Service, has a Retirement, incurs a Disability, or dies shall be paid his or her vested Account Balances (and after his or her death to his or her Beneficiary) in a lump sum in the Plan Year following the Participant’s Separation from Service, Retirement, Disability or death unless an optional form of benefit payment has been elected by the Participant in accordance with the next sentence. For each Plan Year’s Account Balance the Participant may elect, on an initial Election Form filed in accordance with Section 4.11 by the time specified in Section 7.11, an optional form of benefit payment from among the following:

(1) Annual installments over five (5) years commencing in the Plan Year following the Participant’s Separation from Service, Retirement, Disability or death;

(2) Annual installments over ten (10) years commencing in the Plan Year following the Participant’s Separation from Service, Retirement, Disability or death;

(3) Annual installments over fifteen (15) years commencing in the Plan Year following the Participant’s Separation from Service, Retirement, Disability or death; and

(4) A lump sum distribution payable in the Plan Year specified by the Participant on such Election Form; provided, however, that such specified date shall be no less than one (1) year and no more than five (5) years following the Participant’s Separation from Service, Retirement, Disability or death.

Notwithstanding the foregoing, a Participant may irrevocably elect, on a subsequent Election Form, to change the form and/or extend the timing of a distribution under this Section to a lump sum distribution payable in the Plan Year specified by the Participant on such Election Form, which Plan Year shall not be later than ten (10) years following the Participant’s Separation from Service, Retirement, Disability, or death, provided that, as and to the extent required by Code Section 409A(a)(4)(C): (i) no such election shall take effect until twelve months after the date on which such election was made; (ii) no such election (other than an election related to a distribution payable by reason of Disability or death) shall be effective unless it defers by a period of at least five years the date on which such distribution would otherwise be made or begin; and (iii) no such election related to a distribution payable at a specified time or pursuant to a fixed schedule (within the meaning of Code Section 409A(a)(2)(A)(iv)) may be made within twelve months of the date such distribution would otherwise be made. As and to the extent required under Code Section 409A(a)(4)(C), the first day of the Plan Year in which a distribution would otherwise be made or begin (but for an election made by the Participant under this paragraph) shall be treated as the date the distribution would otherwise be made or begin for purposes of the rules set forth in the preceding sentence.

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In the event of the Participant’s Separation from Service with five (5) years of Service, Retirement, Disability or death prior to the elected date for one or more scheduled distributions under Section 7.2, the portion of the Participant’s Account Balance associated with such distribution(s) shall be paid to the Participant (and after his or her death to his or her Beneficiary) at the time and in the form determined under this Section 7.1.

Notwithstanding any provision of the Plan to the contrary, if a Participant has a Separation from Service after completing five (5) years of Service, has a Retirement, incurs a Disability or dies while receiving annual installments pursuant to Section 7.2, such annual installments shall continue to be paid to the Participant (and after his or her death to his or her Beneficiary) in the same manner as if the Participant had not a Separation from Service or Retirement, incurred a Disability or died.

All distributions under this Section 7.1 shall be made on a pro rata basis from the Participant's Account Balances.

7.2 Scheduled Distributions Prior to Separation from Service. For each Plan Year’s Account Balance, a Participant may elect, on an initial Election Form filed in accordance with Section 4.1 by the time specified in Section 7.11, to receive a distribution of all or a portion of his or her Deferral Account, IR Stock Account, vested Discretionary Company Contribution Account and vested Supplemental Contribution Account with respect to a Plan Year(s) while still employed by the Company. A Participant’s election for a distribution under this Section 7.2 shall be permitted only if the date specified on the Election Form by the Participant for such distribution (in the event of a lump sum) or the commencement of such distribution (in the event of annual installments) is no earlier than two (2) years from the last day of the Plan Year for which the portion of the Deferral Account, IR Stock Account, vested Discretionary Company Contribution Account, and vested Supplemental Contribution Account to be distributed is actually deferred. At the time an election for a distribution under this Section is made, the Participant shall also elect, on the Election Form, the form of payment of the distribution. The Participant shall elect either (i) a lump sum payment to be paid in the Plan Year specified by the Participant on the Election Form or (ii) annual installments over two (2), three (3), four (4) or five (5) years beginning in the Plan Year specified by the Participant on the Election Form.

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A Participant may irrevocably elect, on a subsequent Election Form, to change the form and/or extend the timing of a distribution under this Section, provided that, as and to the extent required by Code Section 409A(a)(4)(C): (i) no such election shall take effect until twelve months after the date on which such election was made; (ii) no such election shall be effective unless it defers by a period of at least five years the date on which such distribution would otherwise be made or begin; and (iii) no such election may be made within twelve months of the date such distribution would otherwise be made. As and to the extent required under Code Section 409A(a)(4)(C), the first day of the Plan Year in which a distribution would otherwise be made or begin (but for an election made by the Participant under this paragraph) shall be treated as the date the distribution would otherwise be made or begin for purposes of the rules set forth in the preceding sentence. The Participant shall have the right to extend the date for any distribution under this paragraph twice.

All distributions under this Section 7.2 shall be made on a pro rata basis from the Participant's Deferral Account(s), IR Stock Account(s), vested Discretionary Company Contribution Account(s), and vested Supplemental Contribution Account(s), as applicable.

7.3 Separation from Service Prior to Completing Five (5) Years of Service. Except as otherwise provided in Section 7.5, if a Participant has a Separation from Service other than by reason of Retirement, Disability or death prior to his or her completing five (5) years of Service, the vested portion of the Participant’s Account Balances, if any, shall be distributed in a lump sum in the Plan Year following the Participant's Separation from Service. If a Participant has a Separation from Service other than by reason of Retirement, Disability or death prior to his or her completing five (5) years of Service while receiving annual installments pursuant to Section 7.2, such annual installments shall continue to be paid to the Participant (and after his or her death to his or her Beneficiary) in the same manner as if the Participant had not Separated from Service prior to completing five (5) years of Service.

7.4 Unforeseeable Financial Emergency Distribution. In the event that the Administrative Committee, upon written petition of the Participant on an Election Form filed with the Administrative Committee specifying the Plan Year(s) with respect to which payment shall be made, determines in its sole and absolute discretion, that the Participant has suffered an Unforeseeable Financial Emergency, the Company shall pay to the Participant (or the Participant’s Beneficiary) in a lump sum from the Participant’s Deferral Account(s), IR Stock Account(s), vested portion of the Discretionary Company Contribution Account(s) and the vested portion of the Supplemental Contribution Account(s) with respect to the specified Plan Year(s), as soon as practicable following such determination, the amount necessary to satisfy such Unforeseeable Financial Emergency plus the amount necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the Unforeseeable Financial Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

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All distributions under this Section 7.4 shall be made on a pro rata basis from the Participant's Deferral Account(s), IR Stock Account(s), vested Discretionary Company Contribution Account(s) and vested Supplementary Contribution Account(s), as applicable.

7.5 Required Delay in Distributions. Notwithstanding any other provision of this Plan to the contrary, no distribution shall be made to a Participant who is a “specified employee,” as determined by the Company through procedures consistent with and permitted under Code Section 409A(a)(2)(B)(i), by reason of such Participant’s Separation from Service or Retirement prior to the date that is six months after such Participant’s Separation from Service or Retirement. Any amounts that would otherwise be paid during the six-month period following such Participant’s Separation from Service or Retirement shall be paid on the first date such amount may be paid under the preceding provisions of this Section 7.5.

7.6 Prohibition of Accelerations. Except to the extent that the Company is permitted under Code Section 409A(a)(3) to exercise discretion to accelerate distributions under the Plan, the time or schedule of any distribution hereunder shall not be accelerated.

7.7 Medium of Payments. All amounts in a Participant’s Deferral Account and Discretionary Company Contribution Account and payable to a Participant or Beneficiary under the Plan shall be paid in cash. All amounts in a Participant’s Supplemental Contribution Account and IR Stock Account and payable to a Participant or Beneficiary under the Plan shall be paid in IR Stock.

All distributions from the Plan that are to be paid in a specified number of annual installments shall be paid so that the amount of each annual installment is determined by dividing the total remaining number of units in the Participant’s Account Balance to be paid in annual installments by the number of years of annual installments remaining.

7.8 Taxes; Withholding. To the extent required by law, the Company, or the trustee of the Trust, shall withhold from payments made hereunder an amount equal to at least the minimum taxes required to be withheld by the federal or any state or local government. The amount to be withheld and the manner in which amounts shall be withheld shall be determined in the sole discretion of the Company or the trustee of the Trust.

7.9 Distribution Provisions. To the extent an agreement between the Company and a Participant contains provisions governing the form and/or timing of a distribution of a Discretionary Company Contribution made on behalf of the Participant, the distribution provisions of such agreement shall apply to the extent such provisions are not inconsistent with the requirements of Code Section 409A.

18

7.10 Treatment of Installments; Date of Distribution. For purposes of Code Section 409A, any series of installment payments payable to or with respect to a single Participant shall be treated as a single payment under the Plan. Any distribution due under the Plan shall be made by the last day of the Plan Year in which such distribution, disregarding this sentence, is due under the Plan (determined after the application of Section 7.5) or such other date as may be permitted or required under Code Section 409A.

7.11 Timing of Initial Election Forms. Any election made on an initial Election Form (but not a subsequent Election Form) referenced in Section 7.1 or 7.2 that applies to a Deferral Amount or a Discretionary Company Contribution shall be irrevocable (except to the extent such election is subject to a subsequent election under Section 7.1 or 7.2 as permitted by Code Section 409A(a)(4)(C)) and must be made no later than the election deadline that applies under Section 4.1 to such Deferral Amount or, in the case of a Discretionary Company Contribution, December 31 of the Plan Year preceding the Plan Year in which the Participant performs the services to which such Discretionary Company Contribution relates.

7.12 Effective Date of Distribution Provisions. Notwithstanding any other provision of this Plan and in accordance with Code Section 409A, the provisions of the Plan in effect as of July 31, 2007 shall apply through December 31, 2007 to the extent that this amendment and restatement of the Plan as of August 1, 2007 would (a) cause an amount otherwise payable during 2007 not to be payable during 2007 or (b) cause an amount not otherwise payable during 2007 to be payable during 2007.

19

SECTION 8

BENEFICIARY DESIGNATION

A Participant shall have the right to designate a Beneficiary(ies) to receive the Participant’s Account Balances in the event the Participant dies prior to receiving all of his or her Account Balances. A Beneficiary designation shall be made, and may be amended at any time, by the Participant by filing a written designation with the Administrative Committee, on such form and in accordance with such procedures as the Administrative Committee shall establish from time to time. A Participant may change the designated Beneficiary under the Plan at any time by providing such designation in writing to the Administrative Committee.

If a Participant fails to designate a Beneficiary(ies), or if all designated Beneficiaries predecease the Participant, the Participant’s Beneficiary(ies) shall be deemed to be the Participant’s estate. If the Company is unable to determine a Participant's Beneficiary or if any dispute arises concerning a Participant's Beneficiary, the Company may pay benefits to the Participant's estate. Upon such payment, the Company shall have no further liability hereunder.

If any distribution to a Beneficiary is to be made in annual installments, and the Beneficiary dies before receiving all such installments, the remaining installments, if any, shall continue to be paid as installments to the estate of the Beneficiary.

20

SECTION 9

AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment. The Plan may, at any time and from time to time, be amended without the consent of any Participant or Beneficiary, (a) by the Compensation Committee of the Board of Directors of the Company or (b) by the Administrative Committee in the case of amendments which do not materially modify the provisions hereof; provided, however, that no amendment shall reduce any benefits accrued under the terms of the Plan prior to the date of amendment.

9.2 Termination of Plan

a. Company's Right to Terminate. The Board of Directors of the Company may terminate the Plan at any time and for any reason.

b. Payments Upon Termination. As and to the extent permitted under Code Section 409A, all amounts deferred under the Plan with respect to a Participant shall be paid to the Participant, in a lump sum, upon the Company’s termination and liquidation of the Plan, provided that: (1) the termination and liquidation do not occur proximate to a downturn in the financial health of the Company; (2) the Company terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated with the Plan and any other terminated and liquidated agreements, methods, programs, and other arrangements under Code Section 409A if the Participant had deferrals of compensation under all the agreements, methods, programs, and other arrangements that are terminated and liquidated; (3) no payments in liquidation of the Plan are made within 12 months of the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred; (4) all payments are made within 24 months of the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan; and (5) the Company does not adopt a new plan that would be aggregated with the Plan or any other terminated and liquidated plan under Code Section 409A if the Participant participated in both plans, at any time within three years following the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan.

21

SECTION 10

MISCELLANEOUS

10.1 Unsecured General Creditor. Benefits under the Plan shall be payable by the Company out of its general funds. The Company shall have the right to establish a reserve or make any investment for the purposes of satisfying its obligations hereunder for payment of benefits at its discretion, provided, however, that no Participant or Beneficiary shall have any interest in such investment or reserve. To the extent that any person acquires a right to receive benefits under the Plan, such rights shall be no greater than the right of any unsecured general creditor of the Company. No Participant shall have any rights or privileges of a stockholder of the Company or of a member of Ingersoll-Rand Company Limited under the Plan, including as a result of the crediting of units to a Participant’s IR Stock Account or Supplemental Contribution Account, except at such time as distribution is actually made from the Participant’s IR Stock Account or Supplemental Contribution Account, as applicable.

10.2 Entire Agreement; Successors. The Plan, including the Election Form and any subsequently adopted amendments to the Plan or Election Form, shall constitute the entire agreement or contract between the Company and any Participant regarding the Plan. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Company and any Participant relating to the subject matter hereof, other than those set forth herein. The Plan and any amendment hereof shall be binding on the Company and the Participants and, their respective heirs, administrators, trustees, successors and assigns, including but not limited to, any successors of the Company by merger, consolidation or otherwise by operation of law, and on all designated Beneficiaries of the Employee.

10.3 Non-Assignability. To the extent permitted by law, the right of any Participant or any Beneficiary in any benefit hereunder shall not be subject to attachment, garnishment or any other legal process for the debts of such Participant or Beneficiary; nor shall any such benefit be subject to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance.

10.4 No Contract of Employment. The establishment of the Plan or any modification hereof shall not give any Participant or other person the right to remain in the service of the Company, a Participating Employer, or any subsidiaries or affiliates of a Participating Employer, and all Participants and other persons shall remain subject to discharge to the same extent as if the Plan had never been adopted.

10.5 Authorization and Source of Shares. Shares of IR Stock necessary to meet the obligations of the Plan have been reserved and authorized pursuant to resolutions adopted by the Board of Directors of the Company on December 4, 1996, and additional shares of IR Stock shall be reserved and authorized for delivery under the Plan from time to time. These shares of IR Stock may be provided from newly-issued or treasury shares.

22

10.6 Singular and Plural. As the context may require, the singular may be read as the plural and the plural as the singular.

10.7 Captions. The captions to the articles, sections, and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

10.8 Applicable Law. The Plan shall be governed and construed in accordance with the laws of the State of New Jersey.

10.9 Severability. If any provisions of the Plan shall, to any extent, be invalid or unenforceable, the remainder of the Plan shall not be affected thereby, and each provision of the Plan shall be valid and enforceable to the fullest extent permitted by law.

10.10 Notice. Any notice or filing required or permitted to be given to the Administrative Committee shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Company at 155Chestnut Ridge Road, Montvale, NJ 07645, directed to the attention of the Senior Vice President, Human Resources. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Any notice to the Participant shall be addressed to the Participant at the Participant’s residence address as maintained in the Company’s records. Any party may change the address for such party here set forth by giving notice of such change to the other parties pursuant to this Section.

IN WITNESS WHEREOF, the Company has caused this amendment and restatement to be executed by its duly authorized representative as of August 1, 2007.

INGERSOLL-RAND COMPANY
By:	/s/ Marcia Avedon
	Marcia Avedon
	Senior Vice President

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EX-10.3

IR-LIMITED DIRECTOR DEFERRED COMPENSATION

AND STOCK AWARD PLAN

[As Amended and Restated Effective August 1, 2007]

TABLE OF CONTENTS

SECTION 1 -	STATEMENT OF PURPOSE	1
SECTION 2 -	DEFINITIONS
2.1	Account Balance	2
2.2	Beneficiary	2
2.3	Beneficiary Designation Form	2
2.4	Board	2
2.5	Conversion Account	2
2.6	Deferral Account	2
2.7	Deferral Amount	2
2.8	Deferred IR Stock Award Account	2
2.9.	Effective Time	2
2.10	Election Form	2
2.11	Fees	3
2.12	Investment Option Subaccounts	3
2.13	IR Stock	3
2.14	IR Stock Account	3
2.15	Merger Agreement	3
2.16	Participant	3
2.17	Plan Year	3
2.18	Retirement	3
2.19	Return	3
2.20	Supplemental Contribution	3
2.21	Supplemental Contribution Account	4
2.22	Trust	4
SECTION 3 -	PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

3.1	Participation and Deferral Election	5
3.2	Investment Election	5
SECTION 4 -	VESTING
4.1	Deferral Amounts	7
4.2	Supplemental Contributions	7
4.3	Conversion Account	7
4.4	Deferred IR Stock Award Account	7

(i)

SECTION 5 -	ACCOUNTS AND VALUATIONS
5.1	Deferral Accounts	8
5.2	Supplemental Contribution Accounts	8
5.3	IR Stock Accounts	9
5.4	Deferred IR Stock Award Amount	9
5.5	Deferred Amounts upon Termination of the Retirement Plan	10
5.6	Conversion of Deferred Compensation Account Balances	10
5.7	Valuation of Account Balance in Event of Change in Control	11
5.8	Changes in Capitalization	11
5.9	Accounts are Bookkeeping Entries	11
5.10	Mandatory Fee Deferral	12
SECTION 6 -	DISTRIBUTION OF ACCOUNTS
6.1	Termination, Retirement and Death	13
6.2	Scheduled Distributions	14
6.3	Form of Payments	15
6.4	Change in Control	15
6.5	Taxes; Withholding	17
SECTION 7 -	BENEFICIARY DESIGNATION	18
SECTION 8 -	AMENDMENT AND TERMINATION OF PLAN
8.1	Amendment	19
8.2	Termination of Plan	19
SECTION 9 -	MISCELLANEOUS
9.1	Unsecured General Creditor	20
9.2	Entire Agreement; Successors	20
9.3	Non-Assignability	20
9.4	Authorization and Source of Shares	20
9.5	Singular and Plural	20
9.6	Captions	21
9.7	Applicable Law	21
9.8	Severability	21

(ii)

IR-Limited Director Deferred Compensation and Stock Award Plan

As Amended and Restated Effective August 1, 2007

SECTION 1

STATEMENT OF PURPOSE

The purpose of the IR-Limited Director Deferred Compensation and Stock Award Plan (the “Plan”) is to further increase the mutuality of interest between Ingersoll-Rand Company Limited, a Bermuda company (the “Company”), its non-employee members of the Board (“Non-employee Directors”) and members by providing its Non-employee Directors the opportunity to elect to defer receipt of cash compensation. The Plan, originally known as the Ingersoll-Rand Company Directors Deferred Compensation and Stock Award Plan, became effective on January 1, 1997, was amended and restated effective January 1, 2001, was subsequently amended as of December 21, 2001, and was again amended and restated effective August 1, 2007.

Notwithstanding any other provision of the Plan to the contrary (including any election made by any Participant under the Plan), (i) no amount shall be deferred under the Plan if, pursuant to the effective date rules of Section 885(d) of the American Jobs Creation Act of 2004, Q&A-16 of IRS Notice 2005-1, and Treasury Regulations section 1.409A-6(a), such amount would be subject to Section 409A of the Internal Revenue Code of 1986, as amended (a “Non-Grandfathered New Deferral Amount”), and (ii) any amount previously deferred under the Plan that, pursuant to the effective date rules of Section 885(d) of the American Jobs Creation Act of 2004, Q&A-16 of IRS Notice 2005-1, and Treasury Regulations section 1.409A-6(a), is subject to Section 409A of the Internal Revenue Code of 1986, as amended (a “Non-Grandfathered Prior Deferral Amount”) shall no longer be credited or payable under the Plan after December 31, 2004. Any Non-Grandfathered New Deferral Amount shall instead be deferred under the IR-Limited Director Deferred Compensation and Stock Award Plan II, and any Non-Grandfathered Prior Deferral Amount shall instead be credited under the IR-Limited Director Deferred Compensation and Stock Award Plan II, as and to the extent provided under the terms of IR-Limited Director Deferred Compensation and Stock Award Plan II.

1

SECTION 2

DEFINITIONS

2.1 “Account Balance” means, for each Plan Year, a credit on the records of the Company equal to the sum of the value of a Participant’s Conversion Account, Deferral Account, Deferred IR Stock Award Account, Supplemental Contribution Account and IR Stock Account for such Plan Year. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or to the Participant’s designated Beneficiary, pursuant to the Plan.

2.2 “Beneficiary” means the person or persons designated as such in accordance with Section 7.

2.3 “Beneficiary Designation Form” means the form established from time to time by the Company that a Participant completes and returns to the Secretary of the Company to designate one or more Beneficiaries.

2.4 “Board” means the Board of Directors of the Company.

2.5 “Conversion Account” means the sum of all of the shares of IR Stock credited to a Participant pursuant to Section 5.6.

2.6 “Deferral Account” means, for each Plan Year, (i) the sum of all of a Participant’s Deferral Amounts (other than amounts deferred pursuant to Section 5.10), plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Deferral Account.

2.7 “Deferral Amount” means the amount of Fees actually deferred under the Plan by the Participant pursuant to Section 3.1 and the amount of Fees automatically deferred pursuant to Section 5.10 for any one Plan Year.

2.8 “Deferred IR Stock Award Account” means, for each Plan Year, the sum of all of a Participant’s deferred stock award amounts pursuant to Section 5.4, deferred amounts upon termination of the retirement plan pursuant to Section 5.5 and deferred amounts pursuant to Section 5.10.

2.9 “Effective Time” means the Effective Time as such term is defined in the Merger Agreement.

2.10 “Election Form” means the form or forms established from time to time by the Company that a Participant completes, signs and returns to the Secretary of the Company to make an election under the Plan. An Election Form also includes any other method approved by the Company that a Participant may use to make an election under the Plan. The terms and conditions specified in the Election Form(s) are incorporated by reference herein and form a part of the Plan. If there is a conflict between the Election Form and the Plan, the terms of the Plan shall control and govern.

2

2.11 “Fees” means retainer and meeting fees payable to Non-employee Directors.

2.12 “Investment Option Subaccounts” means the separate subaccounts, each of which corresponds to an investment option elected by the Participant with respect to a Participant’s Deferral Accounts.

2.13 “IR Stock” means the Class A common shares, par value $1.00 per share, of the Company.

2.14 “IR Stock Account” means, for each Plan Year, (i) the sum of all of a Participant’s Deferral Amounts that are deemed to be invested in IR Stock, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s IR Stock Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s IR Stock Account.

2.15 “Merger Agreement” means that certain Agreement and Plan of Merger among Ingersoll-Rand Company, Ingersoll-Rand Company Limited, and IR Merger Corporation dated as of October 31, 2001, pursuant to which Ingersoll-Rand Company became an indirect wholly-owned subsidiary of Ingersoll-Rand Company Limited.

2.16 “Participant” means a Non-employee Director participating in the Plan in accordance with the provisions of Section 3.

2.17 “Plan Year” means a calendar year.

2.18 “Retirement” means retirement in accordance with the Board’s retirement policy for Non-employee Directors.

2.19 “Return” means, for each investment option, an amount equal to the net investment return (including changes in value and distributions) for each such investment option during each business day.

2.20 “Supplemental Contribution” means an additional amount to be credited to a Participant's Supplemental Contribution Account equal to twenty percent (20%) of the Participant's Fees that are deferred under Section 3.1 of the Plan for a Plan Year by the Participant and is, at the time of making the deferral election, elected to be invested in the Participant’s IR Stock Account.

3

2.21 “Supplemental Contribution Account” means, for each Plan Year, (i) the sum of all of a Participant’s Supplemental Contributions, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Supplemental Contribution Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Supplemental Contribution Account.

2.22 “Trust” means the Ingersoll-Rand Company Deferred Compensation Trust Agreement, dated as of January 1, 2001 between the Company and the trustee named therein, as amended from time to time.

4

SECTION 3

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

3.1 Participation and Deferral Election. Non-employee Directors may elect to participate in the Plan for a given Plan Year by filing a completed Election Form for the Plan Year in the manner prescribed by the Secretary of the Company. The Election Form must specify the percentage or dollar amount of any Deferral Amount otherwise payable during such Plan Year that will be deferred under the Plan. Notwithstanding anything to the contrary, at the Non-employee Director’s direction, an election to participate in the Plan for a given Plan Year may continue from Plan Year to Plan Year unless a written request to modify or terminate that election for a subsequent period is submitted to the Secretary of the Company on or before the date 15 days prior to the beginning of the subsequent Plan Year. Any election to defer a Deferral Amount is irrevocable upon the filing of the Election Form, and must be properly completed and filed no later than the November 30 immediately preceding such Plan Year, or, with respect to a new Non-employee Director, before the effective date of his or her election to the Board, or such other date as the Secretary of the Company may specify. A Non-employee Director who fails to file a properly completed Election Form by such date will be ineligible to defer a Deferral Amount under the Plan for the following Plan Year. In addition, the Company may establish from time to time such other enrollment requirements as it determines are necessary or proper.

If the Company determines in good faith that a Participant no longer qualifies as a Non-employee Director, the Company shall have the right to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant's membership status changes, (ii) prevent the Participant from making future deferral elections and/or (iii) immediately distribute the Participant's then vested Account Balances and terminate the Participant's participation in the Plan.

3.2 Investment Election. In accordance with procedures established by the Company, prior to the time a Participant’s Deferral Amounts are credited to a Participant’s Deferral Account pursuant to Section 5.1, the Participant shall designate, on an Election Form, the types of investment options in which the Participant’s Deferral Amounts will be deemed to be invested for purposes of determining the amount of earnings to be credited to the Participant’s Deferral Account and, with respect to Deferral Amounts that are designated by the Participant to be deemed to be invested in IR Stock, the IR Stock Account.

5

Subject to Section 5.3, in making the designations pursuant to this Section, the Participant may specify that all or any portion of the Participant’s Deferral Amount be deemed to be invested, in whole percentage increments, in one or more of the types of investment options provided under the Plan. A Participant may change the designation made under this Section with respect to prior and/or future Deferral Amounts by filing an Election Form no later than the time specified by the Secretary of the Company, to be effective as of the first business day of the following month. If a Participant fails to elect a type of investment option under this Section, he or she shall be deemed to have elected the investment option designated by the Company as the default investment option.

6

SECTION 4

VESTING

4.1 Deferral Amounts. A Participant shall be fully vested in his or her Deferral Account.

4.2 Supplemental Contributions. A Participant shall vest in his or her Supplemental Contribution Account on the earliest of: (i) the fifth anniversary of the date the Supplemental Contribution is credited to the Participant's Supplemental Contribution Account; (ii) the date of the Participant's cessation of service on the Board by reason of Retirement or death; (iii) a Change in Control pursuant to Section 6.4; or (iv) a termination of the Plan pursuant to Section 8.2.

4.3 Conversion Account. A Participant shall be fully vested in his or her Conversion Account.

4.4 Deferred IR Stock Award Account. A Participant shall be fully vested in his or her Deferred IR Stock Award Account.

7

SECTION 5

ACCOUNTS AND VALUATIONS

5.1 Deferral Accounts. The Company shall establish and maintain a separate Deferral Account for each Participant for each Plan Year. All Deferral Amounts, other than Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s Deferral Account on the date when the Deferral Amount would otherwise be paid to the Participant. All Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account as described in Section 5.3.

Each Participant’s Deferral Accounts shall be divided into Investment Option Subaccounts. A Participant’s Deferral Accounts shall be credited as follows:

(a) On the day a Deferral Amount is credited to a Participant’s Deferral Account, the Administrative Committee shall credit the Investment Option Subaccounts of the Participant's Deferral Account with an amount equal to the Participant’s Deferral Amount in accordance with the Participant's Election Form; that is, the portion of the Participant's Deferral Amount that the Participant has elected to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option Subaccount corresponding to that investment option, and

(b) Each business day, each Investment Option Subaccount of a Participant's Deferral Account shall be adjusted for earnings or losses in an amount equal to that determined by multiplying the balance credited to such Investment Option Subaccount as of the prior day plus contributions credited that day to the Investment Option Subaccount by the Return for the corresponding investment option selected by the Company.

5.2 Supplemental Contribution Accounts. The Company shall establish and maintain a separate Supplemental Contribution Account for each Plan Year for each Participant who receives a Supplemental Contribution for such Plan Year. All Supplemental Contributions shall be credited to the Participant’s Supplemental Contribution Account on the same date that the Participant’s Deferral Amount for which the Supplemental Contribution is being made is credited to the Participant’s Deferral Account pursuant to Section 5.1. All of a Participant’s Supplemental Contributions shall be deemed to be invested in, and shall remain deemed to be invested in, IR Stock in the Participant’s Supplemental Contribution Account until such amounts are distributed from the Plan.

All Supplemental Contributions shall initially be credited to a Participant's Supplemental Contribution Account in units or fractional units of IR Stock. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Supplemental Contributions are credited to a Participant’s Supplemental Contribution Account, the number of units to be credited shall be determined by dividing the number of units by the value of a unit on such date.

8

Dividends paid on IR Stock shall be reflected in a Participant's Supplemental Contribution Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

5.3 IR Stock Accounts. The Company shall establish and maintain a separate IR Stock Account for each Plan Year for each Participant who elects to have all or a portion of his of her Deferral Amounts for such Plan Year invested in IR Stock. All Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account on the date when the Deferral Amount would otherwise be paid to the Participant. Notwithstanding anything to the contrary, IR Stock credited to a Participant’s IR Stock Account may not be designated by the Participant to be deemed to be invested in any other investment option and shall remain invested in IR Stock in such IR Stock Account until distributed from the Plan. A Participant’s IR Stock Accounts shall be credited as follows:

(a) On the day a Deferral Amount is credited to a Participant’s IR Stock Account, the Company shall credit the IR Stock Account with an amount equal to the Participant’s Deferral Amount.

(b) All Deferral Amounts deemed to be invested in IR Stock in accordance with the Participant’s Election Form shall be credited to a Participant's IR Stock Account in units or fractional units. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Deferral Amounts are credited to the Participant's IR Stock Account, the number of units to be credited shall be determined by dividing the amount of such Deferral Amounts by the value of a unit on such date.

Dividends paid on IR Stock shall be reflected in a Participant's IR Stock Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

5.4 Deferred IR Stock Award Amount. For periods before July 1, 2003, each Non-employee Director shall receive an annual award on the date of the first Board meeting after each annual meeting of shareholders in the form of a promise by the Companyto deliver 600 shares of IR Stock, or such other amount as may from time to time be established by resolution of the Board. Annual awards of shares of IR Stock shall be credited to the Deferred IR Stock Award Account of each Non-employee Director.

9

A Participant’s Deferred IR Stock Award Accounts shall be credited as follows:

(a) On the day an annual award of IR Stock is credited to a Participant’s Deferred IR Stock Award Account, the Company shall credit the Deferred IR Stock Award Account with an amount equal to the Participant’s annual award of IR Stock.

(b) All awards of IR Stock pursuant to this Section and amounts credited pursuant to Section 5.5 shall be credited to a Participant's Deferred IR Stock Award Account in units or fractional units. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that awards of IR Stock are credited to the Participant's Deferred IR Stock Award Account, the number of units to be credited shall be determined by dividing the amount of such IR Stock awarded by the value of a unit on such date.

Dividends paid on IR Stock shall be reflected in a Participant's Deferred IR Stock Award Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

5.5 Deferred Amounts upon Termination of the Retirement Plan. The shares of IR Stock credited to the deferred compensation accounts (such crediting having occurred prior to the Plan’s amendment and restatement effective January 1, 2001) of the Non-employee Directors pursuant to the resolutions adopted by the Board on November 6, 1996, with respect to the elimination of retirement payments to Non-employee Directors shall be credited to the Deferred IR Stock Award Account of each Non-Employee Director as of January 1, 2001.

5.6 Conversion of Deferred Compensation Account Balances. A Non-employee Director’s cash balance in the deferred compensation program as of December 31, 1996 was transferred to an equivalent balance in the Plan as of January 1, 1997. Such balance was equal to the number of shares of IR Stock, including fractions, which could have been purchased with such cash account balance on January 2, 1997 at the mean of the high and low prices of a share of IR Stock on the New York Stock Exchange - Composite Tape on such date, provided that if no sales of shares of IR Stock were made on the New York Stock Exchange on that date, the mean of the high and low prices reported for the preceding day on which sales of shares of IR Stock were made on the New York Stock Exchange.

10

A Non-employee Director’s balance, as such balance is described in the previous paragraph, shall be credited to the Non-employee Director’s Conversion Accountas of January 1, 2001 in units or fractional units. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape.

Dividends paid on IR Stock shall be reflected in a Non-employee Director’s Conversion Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

5.7 Valuation of Account Balance in Event of Change in Control. In the event of a Change in Control pursuant to Section 6.4, the value of each IR Stock unit deemed to be invested in each IR Stock Account, Supplemental Contribution Account, Conversion Account and Deferred IR Stock Award Account shall be equal to the highest Fair Market Value (as such term is defined in the Company’s Incentive Stock Plan of 1998) of one share of IR Stock during the 60 days preceding the date on which the Change in Control occurs.

In the event of a Change in Control pursuant to Section 6.4, the value of a Participant’s Account Balances for all investment options other than IR Stock shall be determined as of the end of the month during which the Change in Control occurs.

5.8 Changes in Capitalization. If there is any change in the number or class of shares of IR Stock through the declaration of a stock dividend or other extraordinary dividends, or recapitalization resulting in stock splits, or combinations or exchanges of such shares or in the event of similar corporate transactions, the units in each Participant’s IR Stock Account, Supplemental Contribution Account, Conversion Account and Deferred IR Stock Award Account shall be equitably adjusted to reflect any such change in the number or class of issued shares of IR Stock or to reflect such similar corporate transaction.

5.9 Accounts are Bookkeeping Entries. Notwithstanding any other provision of the Plan that may be interpreted to the contrary, the investment options, including IR Stock, are to be used for measurement purposes only, and a Participant's election of any such investment option, the allocation to his or her Account Balances thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balances shall not be considered or construed in any manner as an actual investment in any such investment option. In the event that the Company or the trustee of the Trust, in its own discretion, decides to invest funds in any or all of the investment options, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balances shall at all times be a bookkeeping entry only and shall not represent any investment made on the Participant’s behalf by the Company or the Trust. The Participant shall at all times remain an unsecured creditor of the Company.

11

5.10 Mandatory Fee Deferral. Effective July 1, 2003, on each IR Stock quarterly dividend payment date a portion of each Non-employee Director’s Fees equal to $15,000, or such other amount as may from time to time be established by resolution of the Board, shall be deferred and credited to the Deferred IR Stock Award Account of each Non-employee Director.

A Participant’s Deferred IR Stock Award Accounts shall be credited as follows:

(a) On the day the Fees are credited to a Participant’s Deferred IR Stock Award Account, the Company shall credit the Deferred IR Stock Award Account with an amount equal to the Fees that are deferred pursuant to this Section.

(b) All Fees that are deferred pursuant to this Section shall be credited to a Participant’s Deferred IR Stock Award Account in units or fractional units. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Fees under this Section are credited to the Participant’s Deferred IR Stock Award Account, the number of units to be credited shall be determined by dividing the amount of such Fees by the value of a unit on such date.

Dividends paid on IR Stock shall be reflected in a Participant’s Deferred IR Stock Award Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

12

SECTION 6

DISTRIBUTION OF ACCOUNTS

6.1 Termination, Retirement and Death. A Participant who terminates as a member of the Board, reaches Retirement or dies shall be paid his or her vested Account Balances (and after his or her death to his or her Beneficiary) in annual installments over ten (10) years beginning as soon as administratively practicable in the year following the Participant’s termination, Retirement or death unless an optional form of benefit payment is elected in accordance with the next sentence. For each Plan Year’s Account Balance the Participant may elect an optional form of benefit payment from among the following:

(1) A lump sum distribution to be paid as soon as administratively practicable in the year following the Participant’s termination, Retirement or death;

(2) Annual installments over five (5) years commencing as soon as administratively practicable in the year following the Participant’s termination, Retirement or death;

(3) Annual installments over fifteen (15) years commencing as soon as administratively practicable in the year following the Participant’s termination, Retirement or death; and

(4) A lump sum distribution which shall be paid as soon as administratively practicable in the year specified by the Participant on the Election Form. Such specified time shall be no less than one (1) year and no more than five (5) years following termination, Retirement or death.

A Participant may elect, on an Election Form, to change the form and/or extend the timing of a distribution under this Section that he or she has previously elected to any other form of distribution or time permitted under this Section, provided that no such election shall be effective unless it is made at least one (1) year before the Participant’s termination, Retirement or death, as applicable.

In the event of the Participant’s termination, Retirement or death prior to the elected date for one or more scheduled distributions pursuant to Section 6.2, the portion of the Participant’s Account Balance associated with such distribution(s) shall be paid to the Participant (and after his or her death to his or her Beneficiary) in the same form as elected by the Participant under this Section.

Notwithstanding any provision of the Plan to the contrary, if a Participant terminates, has reached Retirement or dies while receiving annual installments pursuant to Section 6.2, such annual installments shall continue to be paid to the Participant (and after his or her death to his or her Beneficiary) in the same manner as if the Participant had not terminated employment, reached Retirement or died.

13

All distributions under this Section shall be made on a pro rata basis from the Participant's Account Balances.

6.2 Scheduled Distributions. A Participant may elect, on an Election Form, to receive a distribution of all or a portion of his or her Deferral Account and IR Stock Account with respect to a Plan Year(s) while still a Non-employee Director. A Participant’s election for a distribution under this Section shall be permitted only if the date specified on the Election Form by the Participant for such distribution (in the event of a lump sum) or the commencement of such distribution (in the event of annual installments) is no earlier than two (2) years from the last day of the Plan Year for which the portion of the Deferral Account and IR Stock Account to be distributed is actually deferred. A Participant may elect, on an Election Form, to extend the date for any distribution under this Section with respect to any Plan Year, provided such election occurs at least one year before the date of distribution most recently elected for that Plan Year by the Participant and the extension is for a period of not less than two (2) years after the date of distribution most recently elected for that Plan Year by the Participant. The Participant shall have the right to extend the date for any distribution under this Section for a Plan Year twice.

At the time an election for a distribution under this Section is made, the Participant shall also elect, on the Election Form, the form of payment of the distribution. The Participant shall elect either (i) a lump sum payment to be paid as soon as soon as administratively practicable in the year specified by the Participant on the Election Form or (ii) annual installments over two (2), three (3), four (4) or five (5) years beginning as soon as administratively practicable in the year specified by the Participant on the Election Form.

A Participant may elect, on an Election Form, to change the form of payment for any distribution under this Section for any Plan Year to any other form of payment permitted under this Section, provided such election occurs at least one (1) year before the date of distribution previously elected by the Participant.

All distributions under this Section shall be made on a pro rata basis from the Participant's Deferral Account(s) and IR Stock Account(s), as applicable.

14

6.3 Form of Payments. All amounts in a Participant’s Deferral Account and payable to a Participant or Beneficiary under the Plan shall be paid in cash. All amounts in a Participant’s Conversion Account, Supplemental Contribution Account, Deferred IR Stock Award Account, and IR Stock Account and payable to a Participant or Beneficiary under the Plan shall be paid in IR Stock; except that, with respect to any fractional share, such fractional share shall be paid in cash.

All distributions from the Plan that are to be paid in a specified number of annual installments shall be paid so that the amount of each annual installment is determined by dividing the total remaining number of units in the Participant’s Account Balance to be paid in annual installments by the number of years of annual installments remaining.

6.4 Change in Control. In the event of a Change in Control, as defined in this Section, all Account Balances shall be valued pursuant to Section 5.7, and shall be distributed in a lump sum within forty five (45) days following the Change in Control.

For purposes hereof,

(1)“Affiliate” shall mean, when used to indicate a relationship with a specified person, a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person.

(2)“Associate” shall mean, when used to indicate a relationship with a specified person, (a) any corporation, partnership, or other organization of which such specified person is an officer or partner, (b) any trust or other estate in which such specified person has a substantial beneficial interest or as to which such specified person serves as trustee or in a similar fiduciary capacity, (c) any relative or spouse of such specified person, or any relative of such spouse who has the same home as such specified person, or who is a Director or officer of the Company or any of its parents or subsidiaries, and (d) any person who is a director, officer, or partner of such specified person or of any corporation (other than the Company or any wholly-owned subsidiary of the Company), partnership or other entity which is an Affiliate of such specified person.

(3)“Beneficial Owner” shall have the same meaning as such term is defined by Rule 13d-3 under the Securities Exchange Act of 1934 (or any successor provision at the time in effect); provided, however, that any individual, corporation, partnership, group, association, or other person or entity which has the right to acquire any of the Company's outstanding securities entitled to vote generally in the election of directors at any time in the future, whether such right is contingent or absolute, pursuant to any agreement, arrangement, or understanding or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed the Beneficial Owner of such securities.

15

(4)“Change in Control” shall mean the occurrence of either of the following:

(a)any individual, corporation, partnership, group, association or other person or entity, together with its Affiliates and Associates (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company), is or becomes the Beneficial Owner of securities of the Company representing 20 percent or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors, unless a majority of the Continuing Directors determines in their sole discretion that, for purposes of this Plan, a Change in Control has not occurred;

(b)the Continuing Directors shall at any time fail to constitute a majority of the members of the Board; or

(c)any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, other than any sale, lease, exchange or other transfer to any person or entity where the Company owns, directly or indirectly, at least 80 percent of the outstanding voting securities of such person or entity after any such transfer.

(d) Notwithstanding any provision of this Section 6.4 or any other provision of the Plan to the contrary, none of the transactions contemplated by the Merger Agreement which are undertaken by (i) Ingersoll-Rand Company or its affiliates prior to or as of the Effective Time or (ii) Ingersoll-Rand Company Limited or its affiliates on or after the Effective Time shall trigger, constitute or be deemed a Change in Control.

(5)“Continuing Director” shall mean a Director who either was a member of the Board on April 24, 1998 or who became a member of the Board subsequent to such date and whose election, or nomination for election by the Company's shareholders, was Duly Approved by the Continuing Directors of the Board at the time of such nomination or election, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the Board in which such person is named as a nominee for Director, provided, however, that no individual shall be considered a Continuing Director if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as amended) or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest.

(6)“Duly Approved by the Continuing Directors” shall mean an action approved by the vote of at least a majority of the Continuing Directors then on the Board, except, if the votes of such Continuing Directors in favor of such action would be insufficient to constitute an act of the Board if a vote by all of its members were to have been taken, then such term shall mean an action approved by the unanimous vote of the Continuing Directors then on the Board so long as there are at least three Continuing Directors on the Board at the time of such unanimous vote.

16

6.5 Taxes; Withholding. To the extent required by law, the Company, or the trustee of the Trust, shall withhold from payments made hereunder an amount equal to at least the minimum taxes required to be withheld by the federal or any state or local government. The amount to be withheld and the manner in which amounts shall be withheld shall be determined in the sole discretion of the Company or the trustee of the Trust.

17

SECTION 7

BENEFICIARY DESIGNATION

A Participant shall have the right to designate a Beneficiary(ies) to receive the Participant’s Account Balances in the event the Participant dies prior to receiving all of his or her Account Balances. A Beneficiary designation shall be made, and may be amended at any time, by the Participant by filing a written designation with the Secretary of the Company, on such form and in accordance with such procedures as the Company shall establish from time to time. A Participant may change the designated Beneficiary under this Plan at any time by providing such designation in writing to the Secretary of the Company.

If a Participant fails to designate a Beneficiary(ies), or if all designated Beneficiaries predecease the Participant, the Participant’s Beneficiary(ies) shall be deemed to be the Participant’s estate. If the Company is unable to determine a Participant's Beneficiary or if any dispute arises concerning a Participant's Beneficiary, the Company may pay benefits to the Participant's estate. Upon such payment, the Company shall have no further liability hereunder.

If any distribution to a Beneficiary is to be made in annual installments, and the Beneficiary dies before receiving all such installments, the value of the remaining installments, if any, shall be paid to the estate of the Beneficiary in a lump sum.

18

SECTION 8

AMENDMENT AND TERMINATION OF PLAN

8.1 Amendment. The Plan may, at any time and from time to time, be amended without the consent of any Participant or Beneficiary, by the Board (or an authorized Committee of the Board); provided, however, that no amendment shall reduce any benefits accrued under the terms of the Plan prior to the date of amendment.

8.2 Termination of Plan

a. Company's Right to Terminate. The Board (or an authorized Committee of the Board) may terminate the Plan at any time and for any reason.

b. Payments Upon Termination. Upon any termination of the Plan under this Section, Fees, Supplemental Contributions and stock awards pursuant to Section 5.4 shall prospectively cease to be deferred and, with respect to all such amounts previously deferred, the Company shall pay to the Participant, in a lump sum, unless otherwise provided by the Board at the time of termination, as soon as administratively practicable, the value of the Participant’s Account Balances.

19

SECTION 9

MISCELLANEOUS

9.1 Unsecured General Creditor. Benefits under the Plan shall be payable by the Company out of its general funds. The Company shall have the right to establish a reserve or make any investment for the purposes of satisfying its obligations hereunder for payment of benefits at its discretion, provided, however, that no Participant or Beneficiary shall have any interest in such investment or reserve. To the extent that any person acquires a right to receive benefits under this Plan, such rights shall be no greater than the right of any unsecured general creditor of the Company. No Participant shall have any of the rights or privileges of a stockholder of the Company under the Plan, including as a result of the crediting of units to the Participant’s IR Stock Account, Supplemental Contribution Account, Conversion Account or Deferred IR Stock Award Account, except at such time as distribution is actually made from the Participant’s IR Stock Account, Supplemental Contribution Account, Conversion Account or Deferred IR Stock Award Account, as applicable.

9.2 Entire Agreement; Successors. The Plan, including the Election Form and any subsequently adopted amendments to the Plan or Election Form, shall constitute the entire agreement or contract between the Company and any Participant regarding this Plan. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Company and any Participant relating to the subject, matter hereof, other than those set forth herein. This Plan and any amendment hereof shall be binding on the Company and the Participants and, their respective heirs, administrators, trustees, successors and assigns, including but not limited to, any successors of the Company by merger, consolidation or otherwise by operation of law, and on all designated Beneficiaries of the Participant.

9.3 Non-Assignability. To the extent permitted by law, the right of any Participant or any Beneficiary in any benefit hereunder shall not be subject to attachment or any other legal process for the debts of such Participant or Beneficiary; nor shall any such benefit be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

9.4 Authorization and Source of Shares. Shares of IR Stock necessary to meet the obligations of the Plan have been reserved and authorized pursuant to resolutions adopted by the Board on December 4, 1996, and additional shares of IR Stock shall be reserved and authorized for delivery under the Plan from time to time. These shares of IR Stock may be provided from newly-issued or treasury shares.

9.5 Singular and Plural. As the context may require, the singular may be read as the plural and the plural as the singular.

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9.6 Captions. The captions to the articles, sections, and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

9.7 Applicable Law. This Plan shall be governed and construed in accordance with the laws of the State of New Jersey.

9.8 Severability. If any provisions of this Plan shall, to any extent, be invalid or unenforceable, the remainder of this Plan shall not be affected thereby, and each provision of this Plan shall be valid and enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, the Company has caused this amendment and restatement to be executed by its duly authorized representative as of August 1, 2007.

INGERSOLL-RAND COMPANY LIMITED
By:	/s/ Marcia Avedon
	Marcia Avedon Senior Vice President

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EX-10.4

IR-LIMITED DIRECTOR DEFERRED COMPENSATION

AND STOCK AWARD PLAN II

[As Amended and Restated Effective August 1, 2007]

TABLE OF CONTENTS

SECTION 1 - STATEMENT OF PURPOSE		1
SECTION 2 - DEFINITIONS
2.1	Account Balance	2
2.2	Beneficiary	2
2.3	Beneficiary Designation Form	2
2.4	Board	2
2.5	Code	2
2.6	Deferral Account	2
2.7	Deferral Amount	2
2.8	Deferred IR Stock Award Account	2
2.9	Election Form	2
2.10	Fees	3
2.11	Investment Option Subaccounts	3
2.12	IR Stock	3
2.13	IR Stock Account	3
2.14	Participant	3
2.15	Plan Year	3
2.16	Retirement	3
2.17	Return	3
2.18	Separation from Service	3
2.19	Supplemental Contribution	3
2.20	Supplemental Contribution Account	3
2.21	Trust	3
SECTION 3 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION
3.1	Participation and Deferral Election	4
3.2	Investment Election	4
3.3	Duration of Elections	5
SECTION 4 - VESTING
4.1	Deferral Amounts	6
4.2	Supplemental Contributions	6
4.3	Mandatory Fee Deferrals	6

(i)

SECTION 5 - ACCOUNTS AND VALUATIONS
5.1	Deferral Accounts	7
5.2	Supplemental Contribution Accounts	7
5.3	IR Stock Accounts	9
5.4	Valuation of Account Balance in Event of Change in Control	9
5.5	Changes in Capitalization	10
5.6	Accounts are Bookkeeping Entries	10
5.7	Mandatory Fee Deferral	10
SECTION 6 - DISTRIBUTION OF ACCOUNTS
6.1	Termination, Retirement and Death	12
6.2	Scheduled Distributions	13
6.3	Prohibition of Accelerations	14
6.4	Medium of Payments	14
6.5	Change in Control	14
6.6	Taxes; Withholding	14
6.7	Treatment of Installments; Date of Distribution	14
6.8	Timing of Initial Election Forms	14
6.9	Effective Date of Distribution Provisions	15
SECTION 7 - BENEFICIARY DESIGNATION		16
SECTION 8 - AMENDMENT AND TERMINATION OF PLAN
8.1	Amendment	17
8.2	Termination of Plan	17
SECTION 9 - MISCELLANEOUS
9.1	Unsecured General Creditor	18
9.2	Entire Agreement; Successors	18
9.3	Non-Assignability	18
9.4	Authorization and Source of Shares	18
9.5	Singular and Plural	18
9.6	Captions	19
9.7	Applicable Law	19
9.8	Severability	19

(ii)

IR-Limited Director Deferred Compensation and Stock Award Plan II

As Amended and Restated Effective August 1, 2007

SECTION 1

STATEMENT OF PURPOSE

The purpose of the IR-Limited Director Deferred Compensation and Stock Award Plan II (the “Plan”) is to further increase the mutuality of interest between Ingersoll-Rand Company Limited, a Bermuda company (the “Company”), its non-employee members of the Board (“Non-employee Directors”) and members by providing its Non-employee Directors the opportunity to elect to defer receipt of cash compensation. The Plan shall be unfunded for tax purposes. To the extent Code Section 409A applies to the Plan, the terms of the Plan are intended to comply with that provision, and the terms of the Plan shall be interpreted and administered in accordance therewith.

The Plan is a successor to the IR-Limited Director Deferred Compensation and Stock Award Plan (the “Predecessor Plan”). The Predecessor Plan, which previously was known as the Ingersoll-Rand Company Directors Deferred Compensation and Stock Award Plan, became effective on January 1, 1997, was amended and restated effective January 1, 2001.

On December 31, 2004, the Company froze the Predecessor Plan with respect to all deferrals to the extent such deferrals would otherwise be subject to Code Section 409A (including amounts that were credited under the Predecessor Plan as of December 31, 2004 but were not grandfathered with respect to Code Section 409A). Also on December 31, 2004, the Company adopted the Plan to provide for deferrals of amounts subject to Code Section 409A (including amounts that were credited under the Predecessor Plan as of December 31, 2004 but were not grandfathered with respect to Code Section 409A) on substantially the same terms as those provided under the Predecessor Plan to the extent such terms are not inconsistent with Code Section 409A.

The Company now hereby amends and restates the Plan in its entirety to conform the terms of the Plan to the requirements under Code Section 409A. The Plan shall apply to (i) amounts initially deferred hereunder on or after January 1, 2005, (ii) amounts initially credited to the Predecessor Plan before January 1, 2005 that, pursuant to the effective-date rules of Code Section 409A, are subject to the provisions of Code Section 409A, and (iii) investment earnings allocable to amounts described in (i) and (ii). Notwithstanding any other provision of this Plan, no amount will be deferred or credited under this Plan with respect to a Participant for a Plan Year if such amount is properly deferred or credited with respect to such Participant for such Plan Year under the Predecessor Plan.

1

SECTION 2

DEFINITIONS

2.1 “Account Balance” means, for each Plan Year, a credit on the records of the Company equal to the sum of the value of a Participant’s Deferral Account, Deferred IR Stock Award Account, Supplemental Contribution Account and IR Stock Account for such Plan Year. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or to the Participant’s designated Beneficiary, pursuant to the Plan.

2.2 “Beneficiary” means the person or persons designated as such in accordance with Section 7.

2.3 “Beneficiary Designation Form” means the form established from time to time by the Company that a Participant completes and returns to the Secretary of the Company to designate one or more Beneficiaries.

2.4 “Board” means the Board of Directors of the Company.

2.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and other administrative guidance issued thereunder.

2.6 “Deferral Account” means, for each Plan Year, (i) the sum of all of a Participant’s Deferral Amounts (other than amounts deferred pursuant to Section 5.7), plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Deferral Account.

2.7 “Deferral Amount” means the amount of Fees actually deferred under the Plan by the Participant pursuant to Section 3.1 and the amount of Fees automatically deferred pursuant to Section 5.7 for any one Plan Year.

2.8 “Deferred IR Stock Award Account” means, for each Plan Year, all of a Participant’s amounts deferred pursuant to Section 5.7.

2.9 “Election Form” means the form or forms established from time to time by the Company that a Participant completes, signs and returns to the Secretary of the Company to make an election under the Plan. An Election Form also includes any other method approved by the Company that a Participant may use to make an election under the Plan. The terms and conditions specified in the Election Form(s) are incorporated by reference herein and form a part of the Plan. If there is a conflict between the Election Form and the Plan, the terms of the Plan shall control and govern.

2

2.10 “Fees” means retainer and meeting fees payable to Non-employee Directors.

2.11 “Investment Option Subaccounts” means the separate subaccounts, each of which corresponds to an investment option elected by the Participant with respect to a Participant’s Deferral Accounts.

2.12 “IR Stock” means the Class A common shares, par value $1.00 per share, of the Company.

2.13 “IR Stock Account” means, for each Plan Year, (i) the sum of all of a Participant’s Deferral Amounts that are deemed to be invested in IR Stock, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s IR Stock Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s IR Stock Account.

2.14 “Participant” means a Non-employee Director participating in the Plan in accordance with the provisions of Section 3.

2.15 “Plan Year” means a calendar year.

2.16 “Retirement” means retirement in accordance with the Board’s retirement policy for Non-employee Directors.

2.17 “Return” means, for each investment option, an amount equal to the net investment return (including changes in value and distributions) for each such investment option during each business day.

2.18 “Separation from Service” means a separation from service within the meaning of Code Section 409A(a)(2)(A)(i).

2.19 “Supplemental Contribution” means an additional amount to be credited to a Participant's Supplemental Contribution Account equal to twenty percent (20%) of the Participant's Fees that are deferred under Section 3.1 of the Plan for a Plan Year by the Participant and is, at the time of making the deferral election, elected to be invested in the Participant’s IR Stock Account. Notwithstanding the foregoing, effective August 2, 2006, no additional Supplemental Contributions shall be credited under the Plan with respect to any Participant.

2.20 “Supplemental Contribution Account” means, for each Plan Year, (i) the sum of all of a Participant’s Supplemental Contributions, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Supplemental Contribution Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Supplemental Contribution Account.

2.21 “Trust” means the IR Grantor Trust Agreement, dated as of January 1, 2001 between the Company and the trustee named therein, as amended from time to time.

3

SECTION 3

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

3.1 Participation and Deferral Election. Non-employee Directors may elect to participate in the Plan for a given Plan Year by filing a completed Election Form for the Plan Year in the manner prescribed by the Secretary of the Company. The Election Form must specify the percentage or dollar amount of any Deferral Amount otherwise payable during such Plan Year that will be deferred under the Plan.

Any election to defer a Deferral Amount otherwise payable for services provided by a Non-Employee Director during a Plan Year is irrevocable upon the filing of the Election Form, and must be properly completed and filed no later than: (i) the December 31 immediately preceding such Plan Year; or (ii) with respect to a new Non-employee Director who is described in Code Section 409A(a)(4)(B)(ii), before the earlier of the effective date of his or her election to the Board or the 30th day after such new Non-employee Director first becomes eligible to participate in the Plan (provided that such election shall relate only to amounts earned subsequent to the date such Election Form is filed).

A Non-employee Director who fails to file a properly completed Election Form by such date will be ineligible to defer a Deferral Amount under the Plan for the following Plan Year. In addition, the Company may establish from time to time such other enrollment requirements as it determines are necessary or proper.

If the Company determines in good faith that a Participant no longer qualifies as a Non-employee Director, the Participant shall not be permitted to make any future deferral election under this Section 3.1 for any future Plan Year.

3.2 Investment Election. In accordance with procedures established by the Company, prior to the time a Participant’s Deferral Amounts are credited to a Participant’s Deferral Account pursuant to Section 5.1, the Participant shall designate, on an Election Form, the types of investment options in which the Participant’s Deferral Amounts, other than Fees deferred under Section 5.7, will be deemed to be invested for purposes of determining the amount of earnings to be credited to the Participant’s Deferral Account and, with respect to Deferral Amounts that are designated by the Participant to be deemed to be invested in IR Stock, the IR Stock Account.

Subject to Section 5.3, in making the designations pursuant to this Section, the Participant may specify that all or any portion of the Participant’s Deferral Amount, other than Fees deferred under Section 5.7, be deemed to be invested, in whole percentage increments, in one or more of the types of investment options provided under the Plan. A Participant may change the designation made under this Section with respect to prior and/or future Deferral Amounts by filing an Election Form no later than the time specified by the Secretary of the Company, to be effective as of the first business day of the following month. If a Participant fails to elect a type of investment option under this Section, he or she shall be deemed to have elected the investment option designated by the Company as the default investment option.

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A Participant shall not be permitted to make any election under this Section 3.2 with respect to any Fees deferred under Section 5.7.

3.3 Duration of Elections. Notwithstanding anything to the contrary: (a) any election under Section 3.1 (including a failure to make an election) shall remain in effect from Plan Year to Plan Year unless a written request to modify or terminate that election for a subsequent Plan Year is submitted to the Secretary of the Company in accordance with Section 3.1; and (b) any election under Section 3.2 (including a failure to make an election) shall remain in effect from Plan Year to Plan Year unless a written request to modify or terminate that election is submitted to the Secretary of the Company, which request shall be effective as to any Deferral Amount credited to the Participant’s Deferral Account 30 or more days after such written request is submitted to the Secretary of the Company; provided that nothing in this Section 3.3(b) shall permit a Participant to make such a written request as to the deemed investment of Fees deferred under Section 5.7.

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SECTION 4

VESTING

4.1 Deferral Amounts. A Participant shall be fully vested in his or her Deferral Account.

4.2 Supplemental Contributions. A Participant shall vest in his or her Supplemental Contribution Account on the earliest of: (i) the fifth anniversary of the date the Supplemental Contribution is credited to the Participant's Supplemental Contribution Account; (ii) the date of the Participant's cessation of service on the Board by reason of Retirement or death; (iii) a Change in Control pursuant to Section 6.5; or (iv) a termination of the Plan pursuant to Section 8.2. Notwithstanding the foregoing, effective August 2, 2006, a Participant shall be fully vested in his or her Supplemental Contribution Account.

4.3 Mandatory Fee Deferrals. A Participant shall be fully vested in his or her Deferred IR Stock Award Account.

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SECTION 5

ACCOUNTS AND VALUATIONS

5.1 Deferral Accounts. The Company shall establish and maintain a separate Deferral Account for each Participant for each Plan Year. All Deferral Amounts, other than Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock and Fees deferred under Section 5.7, shall be credited to the Participant’s Deferral Account on the date when the Deferral Amount would otherwise be paid to the Participant. All Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account as described in Section 5.3. All Fees deferred under Section 5.7 shall be credited to the Participant’s Deferred IR Stock Award Account as described in Section 5.7.

Each Participant’s Deferral Accounts shall be divided into Investment Option Subaccounts. A Participant’s Deferral Accounts shall be credited as follows:

(a) On the day a Deferral Amount is credited to a Participant’s Deferral Account, the Administrative Committee shall credit the Investment Option Subaccounts of the Participant's Deferral Account with an amount equal to the Participant’s Deferral Amount in accordance with the Participant's Election Form; that is, the portion of the Participant's Deferral Amount that the Participant has elected to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option Subaccount corresponding to that investment option, and

(b) Each business day, each Investment Option Subaccount of a Participant's Deferral Account shall be adjusted for earnings or losses in an amount equal to that determined by multiplying the balance credited to such Investment Option Subaccount as of the prior day plus contributions credited that day to the Investment Option Subaccount by the Return for the corresponding investment option selected by the Company.

5.2 Supplemental Contribution Accounts. The Company shall establish and maintain a separate Supplemental Contribution Account for each Plan Year for each Participant who receives a Supplemental Contribution for such Plan Year. All Supplemental Contributions shall be credited to the Participant’s Supplemental Contribution Account on the same date that the Participant’s Deferral Amount for which the Supplemental Contribution is being made is credited to the Participant’s Deferral Account pursuant to Section 5.1. All of a Participant’s Supplemental Contributions shall be deemed to be invested in, and shall remain deemed to be invested in, IR Stock in the Participant’s Supplemental Contribution Account until such amounts are distributed from the Plan.

All Supplemental Contributions shall initially be credited to a Participant's Supplemental Contribution Account in units or fractional units of IR Stock. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Supplemental Contributions are credited to a Participant’s Supplemental Contribution Account, the number of units to be credited shall be determined by dividing the number of units by the value of a unit on such date.

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Dividends paid on IR Stock shall be reflected in a Participant's Supplemental Contribution Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

5.3 IR Stock Accounts. The Company shall establish and maintain a separate IR Stock Account for each Plan Year for each Participant who elects to have all or a portion of his of her Deferral Amounts for such Plan Year invested in IR Stock. All Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account on the date when the Deferral Amount would otherwise be paid to the Participant. Notwithstanding anything to the contrary, IR Stock credited to a Participant’s IR Stock Account may not be designated by the Participant to be deemed to be invested in any other investment option and shall remain invested in IR Stock in such IR Stock Account until distributed from the Plan. A Participant’s IR Stock Accounts shall be credited as follows:

(a) On the day a Deferral Amount is credited to a Participant’s IR Stock Account, the Company shall credit the IR Stock Account with an amount equal to the Participant’s Deferral Amount.

(b) All Deferral Amounts deemed to be invested in IR Stock in accordance with the Participant’s Election Form shall be credited to a Participant's IR Stock Account in units or fractional units. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Deferral Amounts are credited to the Participant's IR Stock Account, the number of units to be credited shall be determined by dividing the amount of such Deferral Amounts by the value of a unit on such date.

Dividends paid on IR Stock shall be reflected in a Participant's IR Stock Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

5.4 Valuation of Account Balance in Event of Change in Control. In the event of a Change in Control pursuant to Section 6.5, the value of each IR Stock unit deemed to be invested in each IR Stock Account, Supplemental Contribution Account, and Deferred IR Stock Award Account shall be equal to the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date of the transaction constituting the Change in Control if IR Stock is traded on the New York Stock Exchange on such date, or, if IR Stock is not traded on the New York Stock Exchange on such date but is traded on another securities market on such date, the closing price of one share of IR Stock on such securities market on such date, or, in any other case, the value of one share of IR Stock as determined under the terms of the transaction constituting the Change in Control.

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In the event of a Change in Control pursuant to Section 6.5, the value of a Participant’s Account Balances for all investment options other than IR Stock shall be determined as of the end of the month during which the Change in Control occurs.

5.5 Changes in Capitalization. If there is any change in the number or class of shares of IR Stock through the declaration of a stock dividend or other extraordinary dividends, or recapitalization resulting in stock splits, or combinations or exchanges of such shares or in the event of similar corporate transactions, the units in each Participant’s IR Stock Account, Supplemental Contribution Account, and Deferred IR Stock Award Account shall be equitably adjusted to reflect any such change in the number or class of issued shares of IR Stock or to reflect such similar corporate transaction.

5.6 Accounts are Bookkeeping Entries. Notwithstanding any other provision of the Plan that may be interpreted to the contrary, the investment options, including IR Stock, are to be used for measurement purposes only, and a Participant’s election of any such investment option, the allocation to his or her Account Balances, and Deferred IR Stock Award Account thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balances and Deferred IR Stock Award Account shall not be considered or construed in any manner as an actual investment in any such investment option. In the event that the Company or the trustee of the Trust, in its own discretion, decides to invest funds in any or all of the investment options, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balances and Deferred IR Stock Award Account shall at all times be a bookkeeping entry only and shall not represent any investment made on the Participant’s behalf by the Company or the Trust. The Participant shall at all times remain an unsecured creditor of the Company.

5.7 Mandatory Fee Deferral. On each IR Stock quarterly dividend payment date a portion of each Non-employee Director’s Fees equal to $15,000 shall be deferred and credited to the Deferred IR Stock Award Account of such Non-employee Director. Effective January 1, 2007, the amount of mandatory fee deferral shall be increased to $23,000.

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A Participant’s Deferred IR Stock Award Account shall be credited as follows:

(a) On the day the Fees are credited to a Participant’s Deferred IR Stock Award Account, the Company shall credit the Deferred IR Stock Award Account with an amount equal to the Fees that are deferred pursuant to this Section.

(b) All Fees that are deferred pursuant to this Section shall be credited to a Participant’s Deferred IR Stock Award Account in units or fractional units. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Fees under this Section are credited to the Participant’s Deferred IR Stock Award Account, the number of units to be credited shall be determined by dividing the amount of such Fees by the value of a unit on such date.

Dividends paid on IR Stock shall be reflected in a Participant’s Deferred IR Stock Award Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

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SECTION 6

DISTRIBUTION OF ACCOUNTS

6.1 Separation from Service and Death. Effective August 1, 2007 or as otherwise provided in Section 6.9, a Participant who has a Separation from Service or dies shall be paid his or her vested Account Balances (and after his or her death to his or her Beneficiary) in a lump sum in the Plan Year following the Participant’s Separation from Service or death unless an optional form of benefit payment is elected in accordance with the next sentence. For each Plan Year’s Account Balance the Participant may elect on an initial Election Form filed in accordance with Section 3.1 by the time specified in Section 6.8, an optional form of benefit payment from among the following:

(1) Annual installments over five (5) years commencing in the Plan Year following the Participant’s Separation from Service or death;

(2) Annual installments over ten (10) years commencing in the Plan Year following the Participant’s Separation from Service or death;

(3) Annual installments over fifteen (15) years commencing in the Plan Year following the Participant’s Separation from Service or death; and

(4) A lump sum distribution payable in the Plan Year specified by the Participant on such Election Form; provided that such specified year shall be no less than one (1) year and no more than five (5) years following the Participant’s Separation from Service or death.

Notwithstanding the foregoing, a Participant may irrevocably elect, on a subsequent Election Form, to change the form and/or extend the timing of a distribution under this Section to a lump sum distribution payable in the Plan Year specified by the Participant on such Election Form, which Plan Year shall not be later than ten (10) years following the Participant’s Separation from Service or death, provided that, as and to the extent required by Code Section 409A(a)(4)(C): (i) no such election shall take effect until twelve months after the date on which such election was made; (ii) no such election (other than an election related to a distribution payable by reason of death) shall be effective unless it defers by a period of at least five years the date on which such distribution would otherwise be made or begin; and (iii) no such election related to a distribution payable at a specified time or pursuant to a fixed schedule (within the meaning of Code Section 409A(a)(2)(A)(iv)) may be made within twelve months of the date such distribution would otherwise be made. As and to the extent required under Code Section 409A(a)(4)(C), the first day of the Plan Year in which a distribution would otherwise be made or begin (but for an election made by the Participant under this paragraph) shall be treated as the date the distribution would otherwise be made or begin for purposes of the rules set forth in the preceding sentence.

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In the event of the Participant’s Separation from Service or death prior to the elected date for one or more scheduled distributions pursuant to Section 6.2, the portion of the Participant’s Account Balance associated with such distribution(s) shall be paid to the Participant (and after his or her death to his or her Beneficiary) at the time and in the form determined under this Section 6.1.

Notwithstanding any provision of the Plan to the contrary, if a Participant has a Separation from Service or dies while receiving annual installments pursuant to Section 6.2, such annual installments shall continue to be paid to the Participant (and after his or her death to his or her Beneficiary) in the same manner as if the Participant had not had a Separation from Service or died.

All distributions under this Section shall be made on a pro rata basis from the Participant’s Account Balances.

6.2 Scheduled Distributions. A Participant may elect, on an initial Election Form filed in accordance with Section 3.1 by the time specified in Section 6.8, to receive a distribution of all or a portion of his or her Deferral Account and IR Stock Account with respect to such Plan Year(s) while still a Non-employee Director. A Participant’s election for a distribution under this Section shall be permitted only if the date specified on the Election Form by the Participant for such distribution (in the event of a lump sum) or the commencement of such distribution (in the event of annual installments) is no earlier than two (2) years from the last day of the Plan Year for which the portion of the Deferral Account and IR Stock Account to be distributed is actually deferred. At the time an election for a distribution under this Section is made, the Participant shall also elect, on the Election Form, the form of payment of the distribution. The Participant shall elect either (i) a lump sum payment to be paid in the Plan Year specified by the Participant on the Election Form or (ii) annual installments over two (2), three (3), four (4) or five (5) years beginning in the Plan Year specified by the Participant on the Election Form.

A Participant may irrevocably elect, on a subsequent Election Form, to change the form and/or extend the timing of a distribution under this Section, provided that, as and to the extent required by Code Section 409A(a)(4)(C): (i) no such election shall take effect until twelve months after the date on which such election was made; (ii) no such election shall be effective unless it defers by a period of at least five years the date on which such distribution would otherwise be made or begin; and (iii) no such election may be made within twelve months of the date such distribution would otherwise be made. As and to the extent required under Code Section 409A(a)(4)(C), the first day of the Plan Year in which a distribution would otherwise be made or begin (but for an election made by the Participant under this paragraph) shall be treated as the date the distribution would otherwise be made or begin for purposes of the rules set forth in the preceding sentence.

All distributions under this Section shall be made on a pro rata basis from the Participant’s Deferral Account(s) and IR Stock Account(s), as applicable.

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6.3 Prohibition of Accelerations. Except to the extent that the Company is permitted under Code Section 409A(a)(3) to exercise discretion to accelerate distributions under the Plan, the time or schedule of any distribution hereunder shall not be accelerated.

6.4 Medium of Payments. All amounts in a Participant’s Deferral Account and payable to a Participant or Beneficiary under the Plan shall be paid in cash. All amounts in a Participant’s Supplemental Contribution Account, Deferred IR Stock Award Account, and IR Stock Account and payable to a Participant or Beneficiary under the Plan shall be paid in IR Stock.

All distributions from the Plan that are to be paid in a specified number of annual installments shall be paid so that the amount of each annual installment is determined by dividing the total remaining number of units in the Participant’s Account Balance to be paid in annual installments by the number of years of annual installments remaining.

6.5 Change in Control. In the event of a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A(a)(2)(A)(v) (a “Change in Control”), all Account Balances shall be valued pursuant to Section 5.4, and shall be distributed in a lump sum within forty five (45) days following such Change in Control.

6.6 Taxes; Withholding. To the extent required by law, the Company, or the trustee of the Trust, shall withhold from payments made hereunder an amount equal to at least the minimum taxes required to be withheld by the federal or any state or local government. The amount to be withheld and the manner in which amounts shall be withheld shall be determined in the sole discretion of the Company or the trustee of the Trust.

6.7 Treatment of Installments; Date of Distribution. For purposes of Code Section 409A, any series of installment payments payable to or with respect to a single Participant shall be treated as a single payment under the Plan. Any distribution due under the Plan shall be made by the last day of the Plan Year in which such distribution, disregarding this sentence, is due under the Plan or such other date as may be permitted or required under Code Section 409A.

6.8 Timing of Initial Election Forms. Any election made on an initial Election Form (but not a subsequent Election Form) referenced in Section 6.1 or 6.2 that applies to a Deferral Amount shall be irrevocable (except to the extent such election is subject to a subsequent election under Section 6.1 or 6.2 as permitted by Code Section 409A(a)(4)(C)) and must be made no later than the election deadline that applies under Section 3.1 to such Deferral Amount or, in the case of a Fees described in Section 5.7, December 31 of the Plan Year preceding the Plan Year in which the Participant performs the services to which such Fees relate.

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6.9 Effective Date of Distribution Provisions. Notwithstanding any other provision of this Plan and in accordance with Code Section 409A, the provisions of the Plan in effect as of July 31, 2007 shall apply through December 31, 2007 to the extent that this amendment and restatement of the Plan as of August 1, 2007 would (a) cause an amount otherwise payable during 2007 not to be payable during 2007 or (b) cause an amount not otherwise payable during 2007 to be payable during 2007.

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SECTION 7

BENEFICIARY DESIGNATION

A Participant shall have the right to designate a Beneficiary(ies) to receive the Participant’s Account Balances in the event the Participant dies prior to receiving all of his or her Account Balances. A Beneficiary designation shall be made, and may be amended at any time, by the Participant by filing a written designation with the Secretary of the Company, on such form and in accordance with such procedures as the Company shall establish from time to time. A Participant may change the designated Beneficiary under this Plan at any time by providing such designation in writing to the Secretary of the Company.

If a Participant fails to designate a Beneficiary(ies), or if all designated Beneficiaries predecease the Participant, the Participant’s Beneficiary(ies) shall be deemed to be the Participant’s estate. If the Company is unable to determine a Participant's Beneficiary or if any dispute arises concerning a Participant's Beneficiary, the Company may pay benefits to the Participant's estate. Upon such payment, the Company shall have no further liability hereunder.

If any distribution to a Beneficiary is to be made in annual installments, and the Beneficiary dies before receiving all such installments, the remaining installments, if any, shall continue to be paid as installments to the estate of the Beneficiary.

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SECTION 8

AMENDMENT AND TERMINATION OF PLAN

8.1 Amendment. The Plan may, at any time and from time to time, be amended without the consent of any Participant or Beneficiary, by the Board (or an authorized Committee of the Board); provided, however, that no amendment shall reduce any benefits accrued under the terms of the Plan prior to the date of amendment.

8.2 Termination of Plan

a. Company's Right to Terminate. The Board (or an authorized Committee of the Board) may terminate the Plan at any time and for any reason.

b. Payments Upon Termination.As and to the extent permitted under Code Section 409A, all amounts deferred under the Plan with respect to a Participant shall be paid to the Participant, in a lump sum, upon the Company’s termination and liquidation of the Plan, provided that: (1) the termination and liquidation do not occur proximate to a downturn in the financial health of the Company; (2) the Company terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated with the Plan and any other terminated and liquidated agreements, methods, programs, and other arrangements under Code Section 409A if the Participant had deferrals of compensation under all the agreements, methods, programs, and other arrangements that are terminated and liquidated; (3) no payments in liquidation of the Plan are made within 12 months of the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred; (4) all payments are made within 24 months of the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan; and (5) the Company does not adopt a new plan that would be aggregated with the Plan or any other terminated and liquidated plan under Code Section 409A if the Participant participated in both plans, at any time within three years following the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan.

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SECTION 9

MISCELLANEOUS

9.1 Unsecured General Creditor. Benefits under the Plan shall be payable by the Company out of its general funds. The Company shall have the right to establish a reserve or make any investment for the purposes of satisfying its obligations hereunder for payment of benefits at its discretion, provided, however, that no Participant or Beneficiary shall have any interest in such investment or reserve. To the extent that any person acquires a right to receive benefits under this Plan, such rights shall be no greater than the right of any unsecured general creditor of the Company. No Participant shall have any of the rights or privileges of a stockholder of the Company under the Plan, including as a result of the crediting of units to the Participant’s IR Stock Account, Supplemental Contribution Account, or Deferred IR Stock Award Account, except at such time as distribution is actually made from the Participant’s IR Stock Account, Supplemental Contribution Account, or Deferred IR Stock Award Account, as applicable.

9.2 Entire Agreement; Successors. The Plan, including the Election Form and any subsequently adopted amendments to the Plan or Election Form, shall constitute the entire agreement or contract between the Company and any Participant regarding this Plan. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Company and any Participant relating to the subject matter hereof, other than those set forth herein. This Plan and any amendment hereof shall be binding on the Company and the Participants and, their respective heirs, administrators, trustees, successors and assigns, including but not limited to, any successors of the Company by merger, consolidation or otherwise by operation of law, and on all designated Beneficiaries of the Participant.

9.3 Non-Assignability. To the extent permitted by law, the right of any Participant or any Beneficiary in any benefit hereunder shall not be subject to attachment, garnishment or any other legal process for the debts of such Participant or Beneficiary; nor shall any such benefit be subject to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance.

9.4 Authorization and Source of Shares. Shares of IR Stock necessary to meet the obligations of the Plan have been reserved and authorized pursuant to resolutions adopted by the Board on December 4, 1996, and additional shares of IR Stock shall be reserved and authorized for delivery under the Plan from time to time. These shares of IR Stock may be provided from newly-issued or treasury shares.

9.5 Singular and Plural. As the context may require, the singular may be read as the plural and the plural as the singular.

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9.6 Captions. The captions to the articles, sections, and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

9.7 Applicable Law. This Plan shall be governed and construed in accordance with the laws of the State of New Jersey.

9.8 Severability. If any provisions of this Plan shall, to any extent, be invalid or unenforceable, the remainder of this Plan shall not be affected thereby, and each provision of this Plan shall be valid and enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, the Company has caused this amendment and restatement to be executed by its duly authorized representative as of August 1, 2007.

INGERSOLL-RAND COMPANY LIMITED
By:	/s/ Marcia Avedon
	Marcia Avedon
	Senior Vice President

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