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    -   October 6, 2007

(Date of earliest event reported)

INGERSOLL-RAND COMPANY LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	1-985	75-2993910
(State or other jurisdiction of incorporation)	(Commission File Number)	(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.

On October 6, 2007, the Board of Directors of Ingersoll-Rand Company Limited (the “Company”) elected James V. Gelly to the position of Senior Vice President and Chief Financial Officer of the Company. A copy of the press release announcing the election of Mr. Gelly is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Prior to joining the Company, Mr. Gelly, 47, served as Chief Financial Officer of Rockwell Automation from January 2004 until April 2007 and as Vice President and Treasurer of Honeywell International Inc. (formerly Allied Signal) from February 1999 until October 2003. Mr. Gelly held a variety of financial and management positions with Honeywell from 1994 until 1999. Mr. Gelly earned a bachelor’s degree in politics and economics from Davidson College, an MBA in Finance from University in Virginia and an MA from University of St. Andrews.

Mr. Gelly’s offer of employment provides for the following compensatory arrangements: annual base salary of $550,000; a target Annual Incentive Matrix (AIM) opportunity equal to 90% of base salary; an award of 25,000 stock options that vest ratably over three years; a retention award of 50,000 stock options, half of which vest after three years and half of which vest after five years; a target annual award of stock options of 125% of base salary; a target annual award under the Performance Share Program (PSP) of 14,000 shares; and participation in the Company’s Elected Officers Supplemental Program. For performance year 2007, Mr. Gelly will be eligible for 25% of the target AIM and PSP awards and 100% of the target option awards.

Additional information about the Company’s AIM, PSP and stock option programs, retirement plans and other executive compensation, benefit and perquisite arrangements is available in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 2007 (“Proxy Statement”).

In addition, Mr. Gelly will be entitled to the following severance arrangements in the event of involuntary termination for other than gross cause: a payment equal to 18 months base salary (in the event of termination within 5 years from the date of hire) or a payment equal to 12 months base salary (in the event of termination after 5 years from the date of hire); a payment equal to the target annual AIM award; a pro-rated award of the target annual PSP award; and continued vesting of stock options for 18 months after termination.

The Company has also entered into a standard form change in control agreement with Mr. Gelly. A description of the material terms of the change in control agreement is contained in the Proxy Statement.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No.	Description
99.1	Press Release of Ingersoll-Rand Company Limited dated August 29, 2007.
10.1	Employment Offer Letter to James V. Gelly dated September 24, 2007 and revised September 28, 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: October 8, 2007	/s/ Patricia Nachtigal
	Patricia Nachtigal
	Senior Vice President and
	General Counsel

EX-99.1

Contact:	Paul Dickard (Media)
	(201) 573-3120
	Joe Fimbianti (Analysts)
	(201) 573-3113

Ingersoll Rand Company Names James Gelly

Senior Vice President and Chief Financial Officer

Hamilton, Bermuda, October 8, 2007—Ingersoll-Rand Company Limited (NYSE:IR) announced today that James V. Gelly has joined the company as senior vice president and chief financial officer. He also has been elected an officer of the company and will serve as a member of Ingersoll Rand’s Enterprise Leadership Team. Gelly will have responsibility for the company’s global finance functions, including control, treasury, tax, audit services, and investor relations. He will report directly to Herbert L. Henkel, chairman, president and chief executive officer.

“We are pleased to welcome James to the company,” said Henkel. “James has substantial expertise and demonstrated success across all finance disciplines, and he has valuable experience in leadership positions with global industrial businesses. This combination of skills and insight will be especially beneficial as we continue to transform Ingersoll Rand into a top-tier diversified industrial company.”

Previously, Gelly was senior vice president and chief financial officer for Rockwell Automation, a leading global provider of industrial automation control and information solutions. Prior to joining Rockwell Automation in 2004, he was vice president and treasurer of Honeywell International Inc. (formerly AlliedSignal, Inc.). During his nine-year span with AlliedSignal, Gelly also served in various finance and investor relations positions, including vice president and chief financial officer of AlliedSignal's Aerospace Services unit. Prior to joining AlliedSignal, Gelly spent more than seven years at General Motors Corporation, culminating his service there as director, capital planning and investor relations.

Gelly holds a bachelor’s degree from Davidson College in North Carolina, a master of arts degree from the University of St. Andrews (Scotland) and an MBA from the Darden Graduate School of Business Administration at the University of Virginia.

Ingersoll Rand is a global diversified industrial firm providing products, services and solutions to transport and protect food and perishables, secure homes and commercial properties, and enhance industrial productivity and efficiency. Driven by a 100-year-old tradition of technological innovation, we enable companies and their customers to create progress. For more information, visit www.ingersollrand.com.

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EX-10.1

  
    
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