Exhibit 10.5
 

SECOND AMENDMENT
TO THE
IR DIRECTOR DEFERRED COMPENSATION AND STOCK AWARD PLAN

WHEREAS, Ingersoll-Rand Company, a New Jersey corporation, adopted the IR Director Deferred Compensation and Stock Award Plan (the "Plan") which was originally effective on January 1, 1997; and

WHEREAS, Ingersoll-Rand Company reserved the right at any time and from time to time to amend the Plan in accordance with Section 8.1 of the Plan; and

WHEREAS, the Plan has been amended and restated most recently effective January 1, 2001; and

WHEREAS, Ingersoll-Rand Company desires to amend the Plan to make certain changes regarding investment and payments in IR Stock;

NOW, THEREFORE, the Plan shall be amended, effective January 1, 2004, as set forth below:

1.         Section 2.1 is hereby amended to read as follows:

" 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 in cash to a Participant, or to the Participant's designated Beneficiary, pursuant to the Plan."

2.         Section 2.11 is hereby amended to read as follows:

" 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 Conversion Accounts, Deferral Accounts, Deferred IR Stock Award Accounts and Supplemental Contribution Accounts, as applicable."

3.         Section 2.18 is hereby amended to read as follows:

" 2.18            "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, deemed to be invested in the Participant's IR Stock Account.

4.         Section 3.2 is hereby amended to add the following paragraph to the end thereof:

"Subject to Section 5.2, in making the designations pursuant to this Section, the Participant may specify that all or any vested portion of the Participant's Supplemental Contribution Account 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 amounts credited to the vested Participant's Supplemental Contribution Account 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.

Subject to Sections 5.4 and 5.6, in making the designations pursuant to this Section, the Participant may specify that all or any vested portion of the Participant's Deferred IR Stock Award Account and/or Conversion Account 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 amounts credited to the Participant's vested Deferred IR Stock Award Account and/or Conversion Account 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."

5.         Section 5.2 is hereby amended to read as follows:

" 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 the Participant completes an Election Form to the effect that all or a portion of the Participant's vested Supplemental Contribution Account will be deemed to be invested in one or more of the investment options under the Investment Option Subaccounts or until such amounts are distributed in cash 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.

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.

To the extent a Participant completes an Election Form to make a deemed investment in one or more of the investment options under the Investment Option Subaccounts, a Participant's vested Supplemental Contribution Account shall be credited as follows:

(a)        On the day a Participant makes a deemed investment election in one of the Investment Option
            Subaccounts, the Company shall credit the Investment Option Subaccounts of the Participant's
            Supplemental Contribution Account with an amount in accordance with the Participant's Election Form;
            that is, the portion of the Participant's Supplemental Contribution Account 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.

(b)       Each business day, each Investment Option Subaccount of a Participant's Supplemental 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."

6.        Section 5.3 is hereby amended to add the following paragraph to the end thereof:

"Notwithstanding the above, a Participant may elect to invest all or part of his IR Stock Account in one or more of the available Investment Option Subaccounts under the Participant's Deferral Accounts, as set forth in Sections 3.2 and 5.1, by completing the appropriate Election Form."

7.       Section 5.4 is hereby amended to read as follows:

" 5.4             Deferred IR Stock Award Amount . 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.
 

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.

To the extent a Participant completes an Election Form to make a deemed investment in one or more of the investment options under the Investment Option Subaccounts, a Participant's vested Deferred IR Stock Award Account shall be credited as follows:

(a)        On the day a Participant makes a deemed investment election in one of the Investment Option
            Subaccounts, the Company shall credit the Investment Option Subaccounts of the Participant's
            Deferred IR Stock Award Account with an amount in accordance with the Participant's Election Form;
            that is, the portion of the Participant's Deferred IR Stock Award Account 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.

(b)        Each business day, each Investment Option Subaccount of a Participant's Deferred IR Stock Award
            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."

8.         Section 5.6 is hereby amended to read as follows:

" 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.

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.

To the extent a Participant completes an Election Form to make a deemed investment in one or more of the investment options under the Investment Option Subaccounts, a Participant's vested Conversion Account shall be credited as follows:

(a)        On the day a Participant makes a deemed investment election in one of the Investment Option
            Subaccounts, the Company shall credit the Investment Option Subaccounts of the Participant's
            Conversion Account with an amount in accordance with the Participant's Election Form; that is, the
            portion of the Participant's Conversion Account 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.

(b)        Each business day, each Investment Option Subaccount of a Participant's Conversion 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.

9.         Section 6.3 is hereby amended to read as follows:

" 6.3             Form of Payments .  All amounts in a Participant's Conversion Account, Deferral Account, Supplemental Contribution Account, Deferred IR Stock Award Account and IR Stock Account payable to a Participant or Beneficiary under the Plan 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."

10.       Except as specifically set forth herein, all other terms of the Plan shall remain in full force and effect and are hereby ratified in all respects.
 

IN WITNESS WHEREOF , the Company has caused this amendment to be executed by its duly authorized representative on this 24 ^th day of February, 2004.

                                                                         INGERSOLL-RAND COMPANY

                                                                         By:    /s/ Sharon Elliot                                             
                                                                                  Sharon Elliot
                                                                                  Senior Vice President
                                                                                  Human Resources

                                                                                                                                                    Exhibit 10.6

DESCRIPTION OF ANNUAL INCENTIVE ARRANGEMENTS
FOR SECTOR PRESIDENTS OF
INGERSOLL-RAND COMPANY LIMITED
 

            There is no formal document setting forth these arrangements.  However, the Compensation Committee of the Board of Directors will approve bonus arrangements for the Sector Presidents for 2004 which will be dependent upon the performance of the Sector Presidents' respective business plans in two categories; a set of financial objectives based on planned Sales, Operating Income, Free Cash Flow and Return on Invested Capital and a set of individual objectives, which are based on plans to improve organizational effectiveness, for both their respected sector and the enterprise.  Discretionary bonuses may be paid in the event that goals are not met.

                                                                                                                        Exhibit 10.8

AMENDED AND RESTATED AGREEMENT

                        This AGREEMENT, amended and restated as of December 1, 2003 is between INGERSOLL-RAND COMPANY, a New Jersey corporation (the "Company"), INGERSOLL-RAND COMPANY LIMITED, a Bermuda company ("IR Limited") and Herbert L. Henkel (the "Employee").  Unless otherwise indicated, terms used herein and defined in Schedule A hereto shall have the meanings assigned to them in said Schedule.

                        The Company and the Employee are already parties to an agreement that is currently in effect, which they desire to hereby amend and restate.

                        The Company, IR Limited and the Employee agree as follows:

                        1.         OPERATION OF AGREEMENT.

                        This Agreement shall be effective immediately upon its execution and shall continue thereafter from year to year prior to a Change of Control Event unless terminated as of any anniversary of the date hereof by either party upon written notice to the other party given at least 60 days, but not more than 90 days, prior to such anniversary date.  Notwithstanding the foregoing, this Agreement may not be terminated after the occurrence of a Change of Control Event.

                        2.           AGREEMENT TERM.

The term of this Agreement shall begin on the date hereof and, unless terminated pursuant to paragraph 1 prior to a Change of Control Event, shall end on the fifth anniversary of the occurrence of a Change of Control Event (or, if later, after satisfaction of all obligations hereunder).

                        3.          EMPLOYEES' POSITION AND RESPONSIBILITIES.

                        (a)       The Employee will continue to serve the IR Group upon the occurrence of a Change of Control Event, in all material respects, in the same capacity (including position, status, offices, titles and reporting responsibilities) with the same authorities, duties and responsibilities as he or she serves immediately prior thereto.

                        (b)        During the term of this Agreement the Employee shall devote substantially all of his or her business time (excluding vacation time and sick leave to which the Employee is entitled) and attention exclusively to the business and affairs of the IR Group and shall use his or her reasonable best efforts to promote the interests of the IR Group.  The participation of the Employee in outside directorships and civic or charitable activities, and the management of the Employee's personal investments in public companies in which the Employee holdings do not exceed 5% of the outstanding shares or value of such companies, in each case, which do not materially interfere with the performance of Employee's duties for the IR Group shall not be deemed a violation of this paragraph 3.

                        4.         COMPENSATION AND OTHER BENEFITS UPON CHANGE OF
CONTROL EVENT.

                        The Company and the Employee agree that, upon the occurrence of any Change of Control Event, the Employee shall receive basic annual salary, bonus and fringe and other benefits as follows:

                        (a)       Basic Annual Salary and Bonus .  The Employee's basic annual salary shall be at a rate not less than the rate of annual salary, which has been paid to the Employee immediately prior to the Change of Control Event, with such annual increases (but not decreases) equal to the greater of (i) salary increases as may be contemplated by any applicable salary adjustment programs of the IR Group (or any member thereof) in effect immediately prior to the Change of Control Event and applicable to the Employee and such further increases as shall be determined from time to time by the Board or (ii) a percentage equal to the percentage increase (if any) in the "Consumer Price Index for All Urban Consumers" published by the United States Department of Labor's Bureau of Labor Statistics for the then most recently ended 12-month period.  In addition, the Employee shall be entitled to receive an annual bonus in an amount not less than the highest annual bonus received by, or accrued on behalf of, the Employee with respect to the lesser of (i) the five full Fiscal Years immediately preceding the Change of Control Event, or (ii) the number of full Fiscal Years immediately preceding the Change of Control Event during which the Employee has been employed by the IR Group (or any member thereof) (whether the bonus is paid to, is accrued on behalf of, is a Deferral Amount (as such term is defined in the IR Executive Deferred Compensation Plan) or is foregone by the Employee pursuant to the Ingersoll-Rand Company Estate Enhancement Program).

                        (b)     Fringe Benefits; Business Expenses .  The Employee shall be entitled to receive benefits, including but not limited to pension (and supplemental pension), savings plan (and supplemental savings plan), leveraged employee stock ownership plan, stock award, performance share, stock option, deferred compensation, and welfare plans (as defined in section 3(1) of the Employee Retirement Income Security Act of 1974, as amended, or otherwise) including, but not limited to, life, medical, prescription drugs, dental, disability, accidental death and travel accident coverage plans, post-retirement welfare benefits, and an estate enhancement program on terms no less favorable than those in effect under each such plan or program immediately prior to the Change of Control Event, and at no less than the same benefit levels (and no more than the same employee contribution levels) then in effect under each such plan or program of the IR Group (or any member thereof) and to receive all other fringe benefits and perquisites (or their equivalent) from time to time in effect for the benefit of any executive, management or administrative group for which the employment position then held by the Employee entitles the Employee to participate.  The Company shall provide for the payment of, or reimburse the Employee for, all travel and other out-of-pocket expenses reasonably incurred by him in the performance of his or her duties hereunder.

                        (c)      Management Incentive Unit Plan .  The Company and the Employee further agree that immediately upon the occurrence of any Change of Control Event, all amounts theretofore credited to the Employee under the Management Incentive Unit Plan of Ingersoll-Rand Company, as amended (the "MIU Plan"), shall become fully vested and all such amounts thereafter credited shall become fully vested immediately upon such crediting.

                        5.      PAYMENTS AND BENEFITS UPON TERMINATION.              .

                        The Employee shall be entitled to the following payments and benefits upon Termination:

              (a)     Salary and Bonus .  The Company shall pay to the Employee, in a cash lump sum on the Termination Date, an amount equal to the sum of (i) the basic annual salary and any annual bonus in respect of a completed fiscal year, which have not yet been paid to the Employee through the Termination Date; (ii) an amount equal to the last annual bonus received by, or awarded to, the Employee with respect to the full Fiscal Year immediately preceding the Termination Date multiplied by a fraction the numerator of which shall be the number of full months the Employee was employed by the Company during the Fiscal Year containing the Employee's Termination Date and the denominator of which shall be 12; and (iii) an amount equal to the Employee's basic annual salary multiplied by a fraction, the numerator of which shall be the number of unused vacation days to which the Employee is entitled as of the Termination Date and the denominator of which shall be 365, and any other amounts normally paid to an employee by the IR Group (or any member thereof) upon termination of employment.  For these purposes, any partial month during which the Employee is employed shall be deemed a full month.

                        (b)     Severance .  The Company shall pay to the Employee, in a cash lump sum not more than 30 days following the Termination Date, an amount equal to three times the sum of (i) the highest basic annual salary in effect at any time during the period beginning five full Fiscal Years immediately preceding the Change of Control Event and ending on the Termination Date; and (ii) the Employee's target bonus for the year of termination or, if higher, the highest annual bonus received by, or accrued on behalf of, the Employee during the period beginning five full Fiscal Years immediately preceding the Change of Control Event and ending on the Termination Date (whether the bonus is paid to, is accrued on behalf of, is a Deferral Amount (as such term is defined in the IR Executive Deferred Compensation Plan) or is foregone by the Employee pursuant to the Ingersoll-Rand Company Estate Enhancement Program).

                         (c)     Employee Benefit Plans .  For the three-year period following the Termination Date (or, if sooner, until the Employee is covered under a comparable plan offered by a subsequent employer), the IR Group (or any member thereof) shall continue to cover the Employee under those employee welfare plans (including, but not limited to, life, medical, prescription drugs, dental, accidental death and travel accident and disability coverage, but not including any severance pay plan, other than that provided pursuant to this Agreement or any pension plan) applicable to the Employee on the Termination Date at the same benefit levels then in effect (or shall provide their equivalent); provided , however , that if the Employee becomes employed by a new employer and participates in a welfare plan of such employer that is at least as favorable as the comparable plan of the IR Group (or any member thereof), the Employee's coverage hereunder under the applicable welfare plan of the IR Group (or any member thereof) (or the equivalent) shall continue as secondary coverage to that provided by the new employer until the third anniversary of the Termination Date (but shall become primary coverage on or prior to the third anniversary of the Termination Date if, for any reason, the Employee ceases to participate in the new employer's plan or if such new employer's plan becomes less favorable than the comparable plan of the IR Group (or any member thereof)).

                         (d)     Deferred Compensation, Savings and Leveraged Employee Stock
Ownership Plans .  As soon as practicable following the determination thereof (but in any event no later than 30 days following the Termination Date), the Company shall pay the Employee an amount (in one lump sum cash payment and in lieu of the benefit otherwise provided under the applicable plan) equal to the value of the sum of:  (i)with respect to the IR Executive Deferred Compensation Plan (the "Executive Deferred Plan"), the number of IR Stock units credited to the Employee's Account Balance for all Plan Years (as such terms are defined in the Executive Deferred Plan) at the Termination Date multiplied by the Company Stock Value (as defined in paragraph 5(g) below) plus the value of all other amounts credited to the Employee's Account Balance for all Plan Years under the Executive Deferred Plan at the Termination Date as such value is determined under the terms of the Executive Deferred Plan; (ii) the number of Common Stock Equivalents credited to the Employee's Employee Account under the Ingersoll-Rand Company Supplemental Employee Savings Plan at the Termination Date multiplied by the Company Stock Value; (iii) the amount credited to the Employee's Supplemental RAP Account under the Ingersoll-Rand Company Supplemental Employee Savings Plan at the Termination Date; (iv) all contributions to, or amounts credited to, the Ingersoll-Rand Company Employee Savings Plan, IR/Clark Leveraged Employee Stock Ownership Plan, and Ingersoll-Rand Company Supplemental Employee Savings Plan, (and earnings and appreciation attributable thereto) that theretofore were made by the IR Group (or any member thereof) on behalf of the Employee and are forfeited as a result of the Employee's Termination; and (v) six percent (or such higher maximum Company Matching Contribution percentage provided under the Ingersoll-Rand Company Employee Savings Plan as of the Termination Date, calculated as though no Contribution Percentage Limitation or other limits under the Ingersoll-Rand Company Employee Savings Plan were applicable (as those terms are defined in the Ingersoll-Rand Company Employee Savings Plan)) of the aggregate amount payable pursuant to paragraphs 5(a) and 5(b).

                        (e)       Pension Benefits .

                                 (i)           No later than 30 days following the Termination Date, the Company shall pay the Employee an amount (in one lump sum cash payment and in lieu of the benefit otherwise provided under the applicable plan, program or agreement) equal to the present value of the sum of the pension benefits the Employee is entitled to receive under (A) the Ingersoll-Rand Company Supplemental Pension Plan (the "Section 415 Excess Plan"), (B) the Ingersoll-Rand Company Elected Officers Supplemental Program (the "Elected Officers Supplemental Program" or the "Program"), and, if applicable, (C) the Ingersoll-Rand Company Executive Supplementary Retirement Agreement (the "Ten-Year Annuity"), all as in effect immediately prior to the Change of Control Event (collectively, the "Pension Benefit").

                                (ii)           This paragraph 5(e)(ii) shall apply only in the event that the portion of the Pension Benefit under the Elected Officers Supplemental Program, after application of paragraph 5(e)(iii), is less than zero ($0.00).   In calculating the portion of the Pension Benefit under Section 1.1 of the Section 415 Excess Plan the Company shall credit the Employee with five additional years of credited service (within the meaning of the Company's qualified defined benefit plan in which the Employee actively participates immediately prior to the Change of Control Event (the "Qualified Pension Plan"),and including compensation, vesting and age credit) and five additional years of age for purposes of the Section 415 Excess Plan but not the Qualified Pension Plan.

                             (iii)          In calculating the portion of the Pension Benefit under the Elected Officers Supplemental Program, the Company shall:  (A) credit the Employee with an additional five Years of Service (as defined in the Program) and an additional five years of age for purposes of computing the amount of the Pension Benefit; and (B) define "Final Average Pay" in Section 1.10 of the Program as 1/3 of the severance amount determined pursuant to paragraph 5(b) of this Agreement.  If, after crediting five years of age, the Employee is less than 55 years old, the portion of his or her Pension Benefit under the Program shall be reduced for commencement prior to age 55 in accordance with the applicable provisions of the Program.

                            (iv)              In calculating the portion of the Pension Benefit under the Ten-Year Annuity:  (A) the phrase "subject to paragraph 5 hereof" shall be deleted, and the phrase "normal retirement age" or "age 65", as applicable depending on the Employee's arrangement, shall be replaced with "age 62", in each case, in paragraph 1; (B) the Company shall credit the Employee with five additional years of age but to an age no greater than 62; and (C) the competition restriction under the Ten-Year Annuity shall be deleted, and shall be null and void as of the Termination Date.

                            (v)                The present value of the Pension Benefit under the Elected Officers Supplemental Program, the Ten-Year Annuity and, only in the event that paragraph 5(e)(ii) applies, the Section 415 Excess Plan, shall be calculated using (A) an interest rate equal to the product of (I) the 10-year Treasury Note rate as used in the Elected Officers Supplemental Program's definition of Actuarial Equivalent times (II) one minus the federal income tax rate at the highest bracket of income for individuals in effect for the year containing the date of payment, (B) the mortality rate used to determine lump sum values in the Elected Officers Supplemental Program, and (C) actual age without the five year addition to age, except that the Ten-Year Annuity present value shall be calculated using no mortality assumption and actual age plus the additional five years but to an age no greater than 62.

                 ( f)       Retiree Welfare Benefits .  For purposes of determining the Employee's eligibility for post-retirement benefits under any welfare plan maintained by the IR Group (or any member thereof) prior to the occurrence of a Change of Control Event, the Employee shall be credited with any combination of additional years of service and age not exceeding 10 years, to the extent necessary to qualify for benefits.  If, after taking into account such additional age and service, the Employee is eligible for any such post-retirement welfare benefits (or would have been eligible under the terms of such plans as in effect prior to the occurrence of the Change of Control Event), the Employee shall receive, commencing on the third anniversary of the Termination Date, post-retirement welfare benefits no less favorable than the benefits the Employee would have received under the terms and conditions of the applicable plans in effect immediately prior to the occurrence of the Change of Control Event.

                (g)        Employee Stock Awards, Options, SARs, Performance Share Awards and MIUs .  No later than 30 days following the Termination Date, the Company shall pay the Employee an amount (in one lump sum cash payment and in lieu of the benefit otherwise provided under the applicable plan) equal to the aggregate Company Stock Value (defined below) (except in the case of the Ingersoll-Rand Company Limited Performance Share Program (the "PSP") in which case the amount shall be equal to three times the aggregate Company Stock Value) of all shares underlying 100% of the Employee's then outstanding and unpaid stock and stock based awards (excluding stock options) (minus any applicable exercise price, in the case of stock appreciation rights) under the Ingersoll-Rand Company Limited Incentive Stock Plans, the PSP, the MIU Plan and any similar plans of the IR Group (or any member thereof) or any other related company, which shall all be deemed vested and performance objectives shall be deemed fully earned (for the PSP, fully earned performance objectives means that 100% of the target award amount under the PSP shall have been earned), whether or not otherwise vested and fully earned in accordance with the terms of the employee benefit plans and agreements pursuant to which such stock and stock based awards were granted (upon such payment in full, such stock and stock based awards shall be cancelled and be of no further force or effect).  In addition, all options to purchase Class A common shares of IR Limited (or the stock of any company for which IR Limited's shares have been substituted or exchanged or in respect of which options have been granted to the Employee) ("Company Stock") and all stock appreciation rights held by the Employee immediately prior to Termination shall become exercisable as of the Termination Date, whether or not otherwise exercisable in accordance with the terms of the employee benefit plans and agreements pursuant to which such options and stock appreciation rights were granted.  During the 60 day period following the Termination Date, the Employee shall have the right to elect to exercise any or all stock options then held by the Employee as if such option were a stock appreciation right and, therefore, receive a cash payment equal to (x) the number of shares of Company Stock subject to each such option (or portion thereof), multiplied by (y) the excess of the Company Stock Value over the exercise price of such option (upon such payment in full, any stock option so exercised as a stock appreciation right shall be cancelled and be of no further force or effect).  For purposes of this Agreement, Company Stock Value shall be deemed to be the highest of:  (i) the closing sale price of the Company Stock on the New York Stock Exchange on the Change of Control Event; (ii) the closing sale price of the Company Stock on the New York Stock Exchange on the Termination Date; and (iii) the highest closing sale price of the Company Stock on the New York Stock Exchange during the 30 trading days immediately preceding the acquisition of more than 50% of the outstanding Company Stock by any person or group (including Affiliates of such person or group).  If, as of any valuation date, the Company Stock is not traded on the New York Stock Exchange, the Company Stock Value shall be the closing sale price of the Company Stock on the principal national securities exchange on which the Company Stock is traded or, if the Company Stock is not traded on any national securities exchange, the closing bid price of the Company Stock in the over-the-counter market.

                (h)        Estate Enhancement Program .  If the Employee participates in the Ingersoll-Rand Company Estate Enhancement Program, the terms thereof shall apply.

                (i)        Outplacement Expenses .  For the three year period following the Termination Date, the Company shall reimburse the Employee for all reasonable expenses (up to 15% of the Employee's basic annual salary, but no more than $75,000, per 12 month period) incurred by the Employee for professional outplacement services by qualified consultants selected by the Employee.

                      6.    PARACHUTE EXCISE TAX GROSS-UP.           

                     (a)   If, as a result of any payment or benefit provided under this Agreement, either alone or together with other payments and benefits which the Employee receives or is then entitled to receive from the IR Group (or any member thereof), the Employee becomes subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), (together with any income, employment or other taxes, interest and penalties thereon, an "Excise Tax"), the Company shall pay the Employee an amount sufficient to place the Employee in the same after-tax financial position that he or she would have been in if he or she had not incurred any Excise Tax (together with any taxes, interest and penalties hereon, the "Gross-Up Payment").  For purposes of determining whether the Employee is subject to an Excise Tax, (i) any payments or benefits received by the Employee (whether pursuant to the terms hereof or pursuant to any plan, arrangement or other agreement with the IR Group (or any member of the IR Group) shall be deemed to be contingent on a change described in Section 280G(b)(2)(A)(i) of the Code and shall be taken into account and (ii) the Employee shall be deemed to pay taxes at the highest marginal applicable rates of such taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum deduction in federal income taxes which could be obtained from deduction of such state and local taxes.

                    (b)   The determination of whether the Employee is subject to Excise Tax and the amounts of such Excise Tax and Gross-Up Payment, as well as other calculations hereunder, shall be made at the expense of the Company by the independent auditors of the Company immediately prior to the Change of Control Event, which shall provide the Employee with prompt written notice (the "Company Notice") setting forth their determinations and calculations.  Within 30 days following the receipt by the Employee of the Company Notice, the Employee may notify the Company in writing (the "Employee Notice") if the Employee disagrees with such determinations or calculations, setting forth the reasons for any such disagreement.  If the Company and the Employee do not resolve such disagreement within 10 business days following receipt by the Company of the Employee Notice, the Company and the Employee shall agree upon a nationally recognized accounting or compensation firm (the "Resolving Firm") to make a determination with respect to such disagreement.  If the Employee and the Company are unable to agree upon the Resolving Firm within 20 business days following the Employee Notice, the New York office of Towers, Perrin shall be the Resolving Firm.  Within 30 business days following the Employee Notice, if the disagreement is not resolved by such time, each of the Employee and the Company shall submit its position to the Resolving Firm, which shall make a determination as to all such disagreements within 30 days following the last of such submissions, which determination shall be binding upon the Employee and the Company.  The Company shall pay all reasonable expenses incurred by either party in connection with the determinations, calculations, disagreements or resolutions pursuant to this paragraph, including, but not limited to, reasonable legal, consulting or other similar fees and expenses.

            (c)        The Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment.  Such notification shall be given as soon as practicable but no later than 10 business days after the Employee is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid.  The Employee shall not pay such claim prior to the expiration of the 30 day period following the date on which the Employee gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due).  If the Company notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall:

                            (i)   give the Company any information reasonably requested by the Company relating to
                         such claim;

                            (ii)   take such action in connection with contesting such claim as the Company
                        shall  reasonably request in writing from time to time, including, without limitation, accepting
                        legal representation with respect to such claim by an attorney reasonably selected by the
                       Company and reasonably satisfactory to the Employee;

                           (iii)   cooperate with the Company in good faith in order to effectively contest such claim; and

                           (iv)   permit the Company to participate in any proceedings relating to such claim;

provided , however , that the Company shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

            (d)        The Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided , however , that if the Company directs the Employee to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Employee on an interest-free basis, and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or other tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided , further , that if the Employee is required to extend the statute of limitations to enable the Company to contest such claim, the Employee may limit this extension solely to such contested amount.  The Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.  In addition, no position may be taken nor any final resolution be agreed to by the Company without the Employee's consent if such position or resolution could reasonably be expected to adversely affect the Employee (including any other tax position of the Employee unrelated to the matters covered hereby).

            (e)        As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Company or the Resolving Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder.  In the event that the Company exhausts its remedies and the Employee thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the Company or the Resolving Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of the Employee.

            (f)        If, after the receipt by Employee of an amount advanced by the Company in connection with the contest of Excise Tax claim, the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall promptly pay to the Company the amount of such refund actually received (together with any interest paid or credited thereon after taxes applicable thereto).  If, after the receipt by the Employee of an amount advanced by the Company in connection with an Excise Tax claim, a determination is made that Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest the denial of such refund prior to the expiration of 30 days after such determination, such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall be offset, to the extent thereof, by the amount of the Gross-Up Payment.

            7.        EFFECT ON OTHER ARRANGEMENTS.

            No provision of this Agreement shall affect or limit any interests or rights vested in the Employee under any other agreement or arrangement with the IR Group (or any member thereof) and the Employee or under any pension, profit-sharing, medical or other insurance or other benefit plans of the IR Group (or any member thereof) which may be in effect and in which the Employee may be participating at any time.

            8.        CONFIDENTIALITY.

The Employee agrees to hold in confidence any and all confidential information known to him concerning the IR Group (or any member thereof) and its businesses so long as such information is not otherwise publicly disclosed; provided that the Employee shall be entitled to divulge confidences and confidential information (i) as required by applicable law or legal process (e.g., subpoena or investigation by governmental authority) or (ii) to defend the Employee in any action, suit or investigation or to enforce the Employee's rights hereunder or otherwise.

            9.        MISCELLANEOUS.

           (a)        Legal Expenses; Severability .  The Company shall pay all costs and expenses, including attorneys' fees, of the Company and, at least quarterly, the Employee, in connection with any legal proceedings, whether or not instituted by the IR Group (or any member thereof), relating to the interpretation or enforcement of this Agreement.  In the event that the provisions of this paragraph shall be determined to be invalid or unenforceable in any respect, such declaration shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect.

          (b)        Mitigation .  All payments or benefits required by the terms of this Agreement shall be made or provided without offset, deduction, or mitigation on account of income the Employee may receive from other employment or otherwise and the Employee shall not have any obligation or duty to seek any other employment or otherwise earn any amounts to reduce or mitigate any payments required hereunder.

         (c)        Death of the Employee .  In the event of the Employee's death subsequent to Termination, all payments called for hereunder shall be paid to the Employee's designated beneficiary or beneficiaries, or to his or her estate if he or she has not designated a beneficiary or beneficiaries.

        (d)        Notices .  Any notice or other communication provided for in this Agreement or contemplated hereby shall be sufficiently given if given in writing and delivered by hand, by overnight courier (with receipt) or by certified mail, return receipt requested, and addressed, in the case of the Company, to the Company at:

                   200 Chestnut Ridge Road
                   Woodcliff Lake, New Jersey  07677
                   Attention:  President

                   or such other address if the executive offices of the
                   Company have moved;

with a copy to IR Limited at:

                   c/o Ingersoll-Rand Company
                   200 Chestnut Ridge Road
                   Woodcliff Lake, New Jersey  07677
                   Attention:  Chairman of the Board of Directors

                   or such other address if the executive offices of the
                   Company have moved;

and, in the case of the Employee, to the Employee at:

Either party may designate a different address by giving notice of change of address in the manner provided above.

                (e)        Waiver .  No waiver or modification in whole or in part of this Agreement, or any term or condition hereof, shall be effective against any party unless in writing and duly signed by the party sought to be bound.  Any waiver of any breach of any provision hereof or any right or power by any party on one occasion shall not be construed as a waiver of, or a bar to, the exercise of such right or power on any other occasion or as a waiver of any subsequent breach.

               (f)         Binding Effect; Successors .  This Agreement shall be binding upon and shall inure to the benefit of the Company, IR Limited and the Employee and their respective heirs, legal representatives, successors and assigns.  If the Company and/or IR Limited shall be merged into or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation.  The Company and/or IR Limited, as applicable, will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company and/or IR Limited, as applicable, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company and/or IR Limited would be required to perform it if no such succession had taken place.  The provisions of this paragraph shall continue to apply to each subsequent employer of the Employee hereunder in the event of any subsequent merger, consolidation or transfer of assets of such subsequent employer.

             ( g)           Calculations .  Subject to Section 6, calculation of all benefits and amounts payable hereunder shall be made, at the expense of the Company, by the Wellesley Hills, Massachusetts office of Watson Wyatt & Company (or the Company's then actuary immediately prior to the Change of Control Event).

             (h)           Plan Limitations .  In the event the Company is unable to provide any benefit required to be provided under this Agreement through a plan sponsored by the IR Group (or any member thereof), the Company shall, at its own cost and expense, take appropriate actions to insure that alternative arrangements are made so that equivalent benefits can be provided to the Employee, including to the extent appropriate purchasing for the benefit of the Employee (and if applicable the Employee's dependents) individual policies of insurance providing benefits, which on an after-tax basis, are equivalent to the benefits required to be provided hereunder.

            (i)            Payment Obligations .  In the event the Company is unable to, or for any reason does not, pay or provide to the Employee all or any portion of the payments and benefits required to be paid and provided under this Agreement (whether such payments and benefits are attributable to compensation (including but not limited to basic annual salary and bonus), benefits under any plan, program or arrangement, a Gross-Up Payment, or legal, business or outplacement expenses, or any other payment or benefit), IR Limited shall guarantee, to the same extent that the Company is or would be liable for such payments and benefits, that it will pay such amounts or provide such benefits to the Employee in accordance with the terms of this Agreement.  Any such payments shall be made and any such benefits shall be provided within 10 days following the date such payments or benefits should have been paid or provided by the Company.

           (j)           Controlling Law; Jurisdiction .  This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to contracts made and to be performed therein, without regard to conflicts of laws principles.  Any suit, action or proceeding related to this Agreement, or any judgment entered by any court related to this Agreement, may be brought only in any court of competent jurisdiction in the State of New Jersey, and the parties hereby submit to the exclusive jurisdiction of such courts.  The parties (and any Affiliates of the Company or beneficiary of the Employee, or any successor to the Company or the Company's Affiliate) irrevocably waive any objections which they may now or hereafter have to the laying of venue of any suit, action or proceeding brought in any court of competent jurisdiction in the State of New Jersey, and hereby irrevocably waive any claim that any such action, suit or proceeding has been brought in an inconvenient forum.

        10.            EFFECT ON PRIOR AGREEMENTS:

                        Subject to paragraph 7, this Agreement contains the entire understanding between the parties hereto and supersedes in all respects any prior employment or severance agreement or understanding between any member of the IR Group and the Employee.

                        IN WITNESS WHEREOF, the Company, IR Limited and the Employee have executed this Agreement as of the day and year first above written.
 

                                                                            INGERSOLL-RAND COMPANY

___________________________                     /s/ Patricia Nachtigal ____
EMPLOYEE                                                      By:       Patricia Nachtigal
                                                                          Title:     Senior Vice President and
                                                                                      General Counsel

INGERSOLL-RAND COMPANY LIMITED

/s/ Patricia Nachtigal           
By:       Patricia Nachtigal
Title:     Senior Vice President and
General Counsel

Schedule A

CERTAIN DEFINITIONS

                    As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

                    " Affiliate ", used to indicate a relationship with a specified person, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such a specified person.

                    " Associate ", used to indicate a relationship with a specified person, means (i) any corporation, partnership, or other organization of which such specified person is an officer or partner; (ii) 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; (iii) 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 any member of the IR Group; and (iv) any person who is a director, officer, or partner of such specified person or of any corporation (other than any member of the IR Group), partnership or other entity which is an Affiliate of such specified person.

                    " Beneficial Owner " means the same as such term is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended (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 IR Limited's Voting Securities 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.

                    " Board " means the Board of Directors of IR Limited (or, if IR Limited is then a subsidiary of any other company, of the ultimate parent company).

                    " Cause " means (i) any action by the Employee involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on any member of the IR Group; (ii) substantial and continuing refusal by the Employee in willful breach of this Agreement to perform his or her employment duties hereunder; or (iii) the Employee being convicted of a felony under the laws of the United States or any state.

                    Termination of the Employee for Cause shall be communicated by a Notice of Termination given within one year after the Board (i) has knowledge of conduct or an event allegedly constituting Cause; and (ii) has reason to believe that such conduct or event could be grounds for Cause.  For purposes of this Agreement a "Notice of Termination" shall mean delivery to the Employee of a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Employee ("Preliminary Notice") and reasonable opportunity for the Employee, together with the Employee's counsel, to be heard before the Board prior to such vote) of finding, in the good faith opinion of the Board, that the Employee has engaged in the conduct constituting Cause and specifying the particulars thereof in detail.  Upon the receipt of the Preliminary Notice, the Employee shall have 30 days in which to appear with counsel or take such other action as he or she desires on his or her behalf, and such 30-day period is hereby agreed to by the parties as a reasonable opportunity for the Employee to be heard.  The Board shall no later than 45 days after the receipt of the Preliminary Notice by the Employee communicate its findings to Employee.  A failure by the Board to make its finding of Cause or to communicate its conclusion within such 45-day period shall be deemed to be a finding that the Employee has not engaged in the conduct described herein.  Any termination of the Employee's employment (other than by death or Permanent Disability) within 45 days after the date that the Preliminary Notice has been given to the Employee shall be deemed to be a termination for Cause; provided , however , that if during such period the Employee voluntarily terminates other than for Good Reason or the Company terminates the Employee other than for Cause, and the Employee is found (or is deemed to be found) not to have engaged in the conduct described herein, such termination shall not be deemed to be for Cause.

                    " Change of Control Event " means the date (i) any individual, corporation, partnership, group, association or other person or entity, together with its Affiliates and Associates (each a "Person") (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or IR Limited), is or becomes the Beneficial Owner of securities of IR Limited representing 20% or more of the combined voting power of IR Limited's Voting Securities; (ii) the Continuing Directors fail to constitute a majority of the members of the Board; (iii) of consummation of any transaction or series of transactions under which IR Limited is merged or consolidated with any other company; or (iv) of 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 IR Limited, other than any sale, lease, exchange or other transfer to any Person or entity where IR Limited owns, directly or indirectly, at least 80% of the combined voting power of the Voting Securities of such Person or entity or its parent corporation after any such transfer; provided , however , that in the case of a transaction described in (i), (iii) or (iv), above, there shall not be a Change of Control Event if the shareholders of IR Limited immediately prior to any such transaction own (or continue to own by remaining outstanding or by being converted into Voting Securities of the surviving entity or parent entity) 70% or more of the combined voting power of the Voting Securities of IR Limited, the surviving entity or any parent of either immediately following such transaction, in substantially the same proportion to each other as prior to such transaction.

                    " Continuing Director " means a director who either was a member of the Board on the date hereof or who became a member of the Board subsequent to such date and whose election, or nomination for election by IR Limited's shareholders, was Duly Approved by the Continuing Directors on the Board at the time of such nomination or election, either by a specific vote or by approval of the proxy statement issued by IR Limited on behalf of the Board in which such person is named as nominee for director, without due objection to such nomination, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the Board.

                            " Duly Approved by the Continuing Directors " means an action approved by the vote of at least two-thirds of the Continuing Directors then on the Board.

                            " Fiscal Year " means the fiscal year of the Company.

                            " Good Reason " means (i) a material adverse change in the Employee's job responsibilities, title or status from those in effect on the date hereof or as enhanced from time to time, which change continues for a period of at least 15 days after written notice from the Employee; (ii) a reduction of the Employee's base salary or target bonus, the failure to pay Employee's salary or bonus when due, or the failure to maintain on behalf of the Employee (and his or her dependents) benefits which are at least as favorable in the aggregate to those provided for in paragraph 4(b); (iii) the relocation of the principal place of the Employee's employment by more than 35 miles from the Employee's principal place of employment immediately prior to the Change of Control Event, or the imposition of travel requirements on the Employee not substantially consistent with such travel requirements existing immediately prior to the Change of Control Event; (iv) the failure of the Company and/or IR Limited, as applicable, to obtain the assumption of, and the agreement to perform, this Agreement by any successor as contemplated in paragraph 9(f); (v) any voluntary resignation of employment by Employee following a Change of Control Event; or (vi) the failure of the Company and, to the extent applicable, IR Limited to perform any of their other material obligations under this Agreement and the continuation of such failure for a period of 15 days after written notice from the Employee.

                            " IR Group " means the Company and its Affiliates, including without limitation,
IR Limited.

                             " Permanent Disability ", as applied to the Employee, means that (i) he or she has been totally incapacitated by bodily injury or disease so as to be prevented thereby from performing his or her duties hereunder; (ii) such total incapacity shall have continued for a period of six consecutive months; and (iii) such total incapacity will, in the opinion of a qualified physician, be permanent and continuous during the remainder of the Employee's life.

                            " Termination " means (i) following the occurrence of a Change of Control Event, (A) the termination of the Employee's employment without Cause or (B) the resignation by an Employee for Good Reason, and (ii) prior to the occurrence of a Change of Control Event, but following the execution of an agreement or the commencement of a tender offer, proxy contest or other action that, if consummated, would reasonably be expected to result in a Change of Control Event and, in each case, does result in a Change of Control Event, the termination of the Employee's employment, or a material adverse change in the Employee's job responsibilities, title or status, reduction of the Employee's base salary or target bonus, the relocation of the Employee's principal place of employment by more than 35 miles or the imposition of travel requirements on the Employee not substantially consistent with the Employee's job; provided , that such term shall not include any termination of employment for Cause, any resignation without Good Reason (except as provided in clause (ii), above), or any termination of employment on account of an Employee's death or Permanent Disability.

                            " Termination Date " means the effective date of an Employee's Termination; provided , that with respect to a Termination that occurs prior to a Change of Control Event, the effective date of such Termination shall be deemed to be the date immediately following the Change of Control Event.

                            " Voting Securities " means the outstanding securities entitled to vote generally in the election of directors.

                                                                                                            Exhibit 10.9

AMENDED AND RESTATED AGREEMENT

                            This AGREEMENT, amended and restated as of December 1, 2003 is between INGERSOLL-RAND COMPANY, a New Jersey corporation (the "Company"), INGERSOLL-RAND COMPANY LIMITED, a Bermuda company ("IR Limited") __________ (the "Employee").  Unless otherwise indicated, terms used herein and defined in Schedule A hereto shall have the meanings assigned to them in said Schedule.

                            The Company and the Employee are already parties to an agreement that is currently in effect, which they desire to hereby amend and restate.

                            The Company, IR Limited and the Employee agree as follows:

                            1.       OPERATION OF AGREEMENT :

                            This Agreement shall be effective immediately upon its execution and shall continue thereafter from year to year prior to a Change of Control Event unless terminated as of any anniversary of the date hereof by either party upon written notice to the other party given at least 60 days, but not more than 90 days, prior to such anniversary date.  Notwithstanding the foregoing, this Agreement may not be terminated after the occurrence of a Change of Control Event.

                            2.      AGREEMENT TERM:

                            The term of this Agreement shall begin on the date hereof and, unless terminated pursuant to paragraph 1 prior to a Change of Control Event, shall end on the fifth anniversary of the occurrence of a Change of Control Event (or, if later, after satisfaction of all obligations hereunder).

                            3.      EMPLOYEE'S POSITION AND RESPONSIBILITIES:

                            (a)    The Employee will continue to serve the IR Group upon the occurrence of a Change of Control Event, in all material respects, in the same capacity (including position, status, offices, titles and reporting responsibilities) with the same authorities, duties and responsibilities as he or she serves immediately prior thereto.

                           (b)    During the term of this Agreement the Employee shall devote substantially all of his or her business time (excluding vacation time and sick leave to which the Employee is entitled) and attention exclusively to the business and affairs of the IR Group and shall use his or her reasonable best efforts to promote the interests of the IR Group.  The participation of the Employee in outside directorships and civic or charitable activities, and the management of the Employee's personal investments in public companies in which the Employee holdings do not exceed 5% of the outstanding shares or value of such companies, in each case, which do not materially interfere with the performance of Employee's duties for the IR Group shall not be deemed a violation of this paragraph 3.

                             4.       COMPENSATION AND OTHER BENEFITS UPON CHANGE OF
CONTROL EVENT.

                        The Company and the Employee agree that, upon the occurrence of any Change of Control Event, the Employee shall receive basic annual salary, bonus and fringe and other benefits as follows:

                            (a)        Basic Annual Salary and Bonus .  The Employee's basic annual salary shall be at a rate not less than the rate of annual salary, which has been paid to the Employee immediately prior to the Change of Control Event, with such annual increases (but not decreases) equal to the greater of (i) salary increases as may be contemplated by any applicable salary adjustment programs of the IR Group (or any member thereof) in effect immediately prior to the Change of Control Event and applicable to the Employee and such further increases as shall be determined from time to time by the Board or (ii) a percentage equal to the percentage increase (if any) in the "Consumer Price Index for All Urban Consumers" published by the United States Department of Labor's Bureau of Labor Statistics for the then most recently ended 12-month period.  In addition, the Employee shall be entitled to receive an annual bonus in an amount not less than the highest annual bonus received by, or accrued on behalf of, the Employee with respect to the lesser of (i) the five full Fiscal Years immediately preceding the Change of Control Event, or (ii) the number of full Fiscal Years immediately preceding the Change of Control Event during which the Employee has been employed by the IR Group (or any member thereof) (whether the bonus is paid to, is accrued on behalf of, is a Deferral Amount (as such term is defined in the IR Executive Deferred Compensation Plan) or is foregone by the Employee pursuant to the Ingersoll-Rand Company Estate Enhancement Program).

                    (b)        Fringe Benefits; Business Expenses .  The Employee shall be entitled to receive benefits, including but not limited to pension (and supplemental pension), savings plan (and supplemental savings plan), leveraged employee stock ownership plan, stock award, performance share, stock option, deferred compensation, and welfare plans (as defined in section 3(1) of the Employee Retirement Income Security Act of 1974, as amended, or otherwise) including, but not limited to, life, medical, prescription drugs, dental, disability, accidental death and travel accident coverage plans, post-retirement welfare benefits, and an estate enhancement program on terms no less favorable than those in effect under each such plan or program immediately prior to the Change of Control Event, and at no less than the same benefit levels (and no more than the same employee contribution levels) then in effect under each such plan or program of the IR Group (or any member thereof) and to receive all other fringe benefits and perquisites (or their equivalent) from time to time in effect for the benefit of any executive, management or administrative group for which the employment position then held by the Employee entitles the Employee to participate.  The Company shall provide for the payment of, or reimburse the Employee for, all travel and other out-of-pocket expenses reasonably incurred by him in the performance of his or her duties hereunder.

                (c)        Management Incentive Unit Plan .  The Company and the Employee further agree that immediately upon the occurrence of any Change of Control Event, all amounts theretofore credited to the Employee under the Management Incentive Unit Plan of Ingersoll-Rand Company, as amended (the "MIU Plan"), shall become fully vested and all such amounts thereafter credited shall become fully vested immediately upon such crediting.

                5.         PAYMENTS AND BENEFITS UPON TERMINATION.

                The Employee shall be entitled to the following payments and benefits upon Termination:

                (a)        Salary and Bonus .  The Company shall pay to the Employee, in a cash lump sum on the Termination Date, an amount equal to the sum of (i) the basic annual salary and any annual bonus in respect of a completed fiscal year, which have not yet been paid to the Employee through the Termination Date; (ii) an amount equal to the last annual bonus received by, or awarded to, the Employee with respect to the full Fiscal Year immediately preceding the Termination Date multiplied by a fraction the numerator of which shall be the number of full months the Employee was employed by the Company during the Fiscal Year containing the Employee's Termination Date and the denominator of which shall be 12; and (iii) an amount equal to the Employee's basic annual salary multiplied by a fraction, the numerator of which shall be the number of unused vacation days to which the Employee is entitled as of the Termination Date and the denominator of which shall be 365, and any other amounts normally paid to an employee by the IR Group (or any member thereof) upon termination of employment.  For these purposes, any partial month during which the Employee is employed shall be deemed a full month.

                (b)      Severance .  The Company shall pay to the Employee, in a cash lump sum not more than 30 days following the Termination Date, an amount equal to three times the sum of (i) the highest basic annual salary in effect at any time during the period beginning five full Fiscal Years immediately preceding the Change of Control Event and ending on the Termination Date; and (ii) the Employee's target bonus for the year of termination or, if higher, the highest annual bonus received by, or accrued on behalf of, the Employee during the period beginning five full Fiscal Years immediately preceding the Change of Control Event and ending on the Termination Date (whether the bonus is paid to, is accrued on behalf of, is a Deferral Amount (as such term is defined in the IR Executive Deferred Compensation Plan) or is foregone by the Employee pursuant to the Ingersoll-Rand Company Estate Enhancement Program).

             (c)      Employee Benefit Plans .  For the three-year period following the Termination Date (or, if sooner, until the Employee is covered under a comparable plan offered by a subsequent employer), the IR Group (or any member thereof) shall continue to cover the Employee under those employee welfare plans (including, but not limited to, life, medical, prescription drugs, dental, accidental death and travel accident and disability coverage, but not including any severance pay plan, other than that provided pursuant to this Agreement or any pension plan) applicable to the Employee on the Termination Date at the same benefit levels then in effect (or shall provide their equivalent); provided , however , that if the Employee becomes employed by a new employer and participates in a welfare plan of such employer that is at least as favorable as the comparable plan of the IR Group (or any member thereof), the Employee's coverage hereunder under the applicable welfare plan of the IR Group (or any member thereof) (or the equivalent) shall continue as secondary coverage to that provided by the new employer until the third anniversary of the Termination Date (but shall become primary coverage on or prior to the third anniversary of the Termination Date if, for any reason, the Employee ceases to participate in the new employer's plan or if such new employer's plan becomes less favorable than the comparable plan of the IR Group (or any member thereof)).

            (d)        Deferred Compensation, Savings and Leveraged Employee Stock Ownership Plans .  As soon as practicable following the determination thereof (but in any event no later than 30 days following the Termination Date), the Company shall pay the Employee an amount (in one lump sum cash payment and in lieu of the benefit otherwise provided under the applicable plan) equal to the value of the sum of:  (i)with respect to the IR Executive Deferred Compensation Plan (the "Executive Deferred Plan"), the number of IR Stock units credited to the Employee's Account Balance for all Plan Years (as such terms are defined in the Executive Deferred Plan) at the Termination Date multiplied by the Company Stock Value (as defined in paragraph 5(g) below) plus the value of all other amounts credited to the Employee's Account Balance for all Plan Years under the Executive Deferred Plan at the Termination Date as such value is determined under the terms of the Executive Deferred Plan; (ii) the number of Common Stock Equivalents credited to the Employee's Employee Account under the Ingersoll-Rand Company Supplemental Employee Savings Plan at the Termination Date multiplied by the Company Stock Value; (iii) the amount credited to the Employee's Supplemental RAP Account under the Ingersoll-Rand Company Supplemental Employee Savings Plan at the Termination Date; (iv) all contributions to, or amounts credited to, the Ingersoll-Rand Company Employee Savings Plan, IR/Clark Leveraged Employee Stock Ownership Plan, and Ingersoll-Rand Company Supplemental Employee Savings Plan, (and earnings and appreciation attributable thereto) that theretofore were made by the IR Group (or any member thereof) on behalf of the Employee and are forfeited as a result of the Employee's Termination; and (v) six percent (or such higher maximum Company Matching Contribution percentage provided under the Ingersoll-Rand Company Employee Savings Plan as of the Termination Date, calculated as though no Contribution Percentage Limitation or other limits under the Ingersoll-Rand Company Employee Savings Plan were applicable (as those terms are defined in the Ingersoll-Rand Company Employee Savings Plan)) of the aggregate amount payable pursuant to paragraphs 5(a) and 5(b).

            (e)        Pension Benefits .

                        (i)        No later than 30 days following the Termination Date, the Company shall pay the Employee an amount (in one lump sum cash payment and in lieu of the benefit otherwise provided under the applicable plan, program or agreement) equal to the present value of the sum of the pension benefits the Employee is entitled to receive under (A) the Ingersoll-Rand Company Supplemental Pension Plan (the "Section 415 Excess Plan"), (B) the Ingersoll-Rand Company Elected Officers Supplemental Program (the "Elected Officers Supplemental Program" or the "Program"), and, if applicable, (C) the Ingersoll-Rand Company Executive Supplementary Retirement Agreement (the "Ten-Year Annuity"), all as in effect immediately prior to the Change of Control Event (collectively, the "Pension Benefit").

                        (ii)        This paragraph 5(e)(ii) shall apply only in the event that the portion of the Pension Benefit under the Elected Officers Supplemental Program, after application of paragraph 5(e)(iii), is less than zero ($0.00).   In calculating the portion of the Pension Benefit under Section 1.1 of the Section 415 Excess Plan the Company shall credit the Employee with five additional years of credited service (within the meaning of the Company's qualified defined benefit plan in which the Employee actively participates immediately prior to the Change of Control Event (the "Qualified Pension Plan"),and including compensation, vesting and age credit) and five additional years of age for purposes of the Section 415 Excess Plan but not the Qualified Pension Plan.

                      (iii)        In calculating the portion of the Pension Benefit under the Elected Officers Supplemental Program, the Company shall:  (A) credit the Employee with an additional five Years of Service (as defined in the Program) and an additional five years of age for purposes of computing the amount of the Pension Benefit; and (B) define "Final Average Pay" in Section 1.10 of the Program as 1/3 of the severance amount determined pursuant to paragraph 5(b) of this Agreement.  If, after crediting five years of age, the Employee is less than 55 years old, the portion of his or her Pension Benefit under the Program shall be reduced for commencement prior to age 55 in accordance with the applicable provisions of the Program.

                    (iv)        In calculating the portion of the Pension Benefit under the Ten-Year Annuity:  (A) the phrase "subject to paragraph 5 hereof" shall be deleted, and the phrase "normal retirement age" or "age 65", as applicable depending on the Employee's arrangement, shall be replaced with "age 62", in each case, in paragraph 1; (B) the Company shall credit the Employee with five additional years of age but to an age no greater than 62; and (C) the competition restriction under the Ten-Year Annuity shall be deleted, and shall be null and void as of the Termination Date.

                    (v)        The present value of the Pension Benefit under the Elected Officers Supplemental Program, the Ten-Year Annuity and, only in the event that paragraph 5(e)(ii) applies, the Section 415 Excess Plan, shall be calculated using (A) an interest rate equal to the product of (I) the 10-year Treasury Note rate as used in the Elected Officers Supplemental Program's definition of Actuarial Equivalent times (II) one minus the federal income tax rate at the highest bracket of income for individuals in effect for the year containing the date of payment, (B) the mortality rate used to determine lump sum values in the Elected Officers Supplemental Program, and (C) actual age without the five year addition to age, except that the Ten-Year Annuity present value shall be calculated using no mortality assumption and actual age plus the additional five years but to an age no greater than 62.

        (f)        Retiree Welfare Benefits .  For purposes of determining the Employee's eligibility for post-retirement benefits under any welfare plan maintained by the IR Group (or any member thereof) prior to the occurrence of a Change of Control Event, the Employee shall be credited with any combination of additional years of service and age not exceeding 10 years, to the extent necessary to qualify for benefits.  If, after taking into account such additional age and service, the Employee is eligible for any such post-retirement welfare benefits (or would have been eligible under the terms of such plans as in effect prior to the occurrence of the Change of Control Event), the Employee shall receive, commencing on the third anniversary of the Termination Date, post-retirement welfare benefits no less favorable than the benefits the Employee would have received under the terms and conditions of the applicable plans in effect immediately prior to the occurrence of the Change of Control Event.

        (g)        Employee Stock Awards, Options, SARs, Performance Share Awards and MIUs .  No later than 30 days following the Termination Date, the Company shall pay the Employee an amount (in one lump sum cash payment and in lieu of the benefit otherwise provided under the applicable plan) equal to the aggregate Company Stock Value (defined below) (except in the case of the Ingersoll-Rand Company Limited Performance Share Program (the "PSP") in which case the amount shall be equal to three times the aggregate Company Stock Value) of all shares underlying 100% of the Employee's then outstanding and unpaid stock and stock based awards (excluding stock options) (minus any applicable exercise price, in the case of stock appreciation rights) under the Ingersoll-Rand Company Limited Incentive Stock Plans, the PSP, the MIU Plan and any similar plans of the IR Group (or any member thereof) or any other related company, which shall all be deemed vested and performance objectives shall be deemed fully earned (for the PSP, fully earned performance objectives means that 100% of the target award amount under the PSP shall have been earned), whether or not otherwise vested and fully earned in accordance with the terms of the employee benefit plans and agreements pursuant to which such stock and stock based awards were granted (upon such payment in full, such stock and stock based awards shall be cancelled and be of no further force or effect).  In addition, all options to purchase Class A common shares of IR Limited (or the stock of any company for which IR Limited's shares have been substituted or exchanged or in respect of which options have been granted to the Employee) ("Company Stock") and all stock appreciation rights held by the Employee immediately prior to Termination shall become exercisable as of the Termination Date, whether or not otherwise exercisable in accordance with the terms of the employee benefit plans and agreements pursuant to which such options and stock appreciation rights were granted.  During the 60 day period following the Termination Date, the Employee shall have the right to elect to exercise any or all stock options then held by the Employee as if such option were a stock appreciation right and, therefore, receive a cash payment equal to (x) the number of shares of Company Stock subject to each such option (or portion thereof), multiplied by (y) the excess of the Company Stock Value over the exercise price of such option (upon such payment in full, any stock option so exercised as a stock appreciation right shall be cancelled and be of no further force or effect).  For purposes of this Agreement, Company Stock Value shall be deemed to be the highest of:  (i) the closing sale price of the Company Stock on the New York Stock Exchange on the Change of Control Event; (ii) the closing sale price of the Company Stock on the New York Stock Exchange on the Termination Date; and (iii) the highest closing sale price of the Company Stock on the New York Stock Exchange during the 30 trading days immediately preceding the acquisition of more than 50% of the outstanding Company Stock by any person or group (including Affiliates of such person or group).  If, as of any valuation date, the Company Stock is not traded on the New York Stock Exchange, the Company Stock Value shall be the closing sale price of the Company Stock on the principal national securities exchange on which the Company Stock is traded or, if the Company Stock is not traded on any national securities exchange, the closing bid price of the Company Stock in the over-the-counter market.

        (h)        Estate Enhancement Program .  If the Employee participates in the Ingersoll-Rand Company Estate Enhancement Program, the terms thereof shall apply.

        (i)         Outplacement Expenses .  For the three year period following the Termination Date, the Company shall reimburse the Employee for all reasonable expenses (up to 15% of the Employee's basic annual salary, but no more than $75,000, per 12 month period) incurred by the Employee for professional outplacement services by qualified consultants selected by the Employee.

                    6.       PARACHUTE EXCISE TAX GROSS-UP.

                    (a)     If, as a result of any payment or benefit provided under this Agreement, either alone or together with other payments and benefits which the Employee receives or is then entitled to receive from the IR Group (or any member thereof), the Employee becomes subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), (together with any income, employment or other taxes, interest and penalties thereon, an "Excise Tax"), the Company shall pay the Employee an amount sufficient to place the Employee in the same after-tax financial position that he or she would have been in if he or she had not incurred any Excise Tax (together with any taxes, interest and penalties hereon, the "Gross-Up Payment").  For purposes of determining whether the Employee is subject to an Excise Tax, (i) any payments or benefits received by the Employee (whether pursuant to the terms hereof or pursuant to any plan, arrangement or other agreement with the IR Group (or any member of the IR Group) shall be deemed to be contingent on a change described in Section 280G(b)(2)(A)(i) of the Code and shall be taken into account and (ii) the Employee shall be deemed to pay taxes at the highest marginal applicable rates of such taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum deduction in federal income taxes which could be obtained from deduction of such state and local taxes.

                    (b)     The determination of whether the Employee is subject to Excise Tax and the amounts of such Excise Tax and Gross-Up Payment, as well as other calculations hereunder, shall be made at the expense of the Company by the independent auditors of the Company immediately prior to the Change of Control Event, which shall provide the Employee with prompt written notice (the "Company Notice") setting forth their determinations and calculations.  Within 30 days following the receipt by the Employee of the Company Notice, the Employee may notify the Company in writing (the "Employee Notice") if the Employee disagrees with such determinations or calculations, setting forth the reasons for any such disagreement.  If the Company and the Employee do not resolve such disagreement within 10 business days following receipt by the Company of the Employee Notice, the Company and the Employee shall agree upon a nationally recognized accounting or compensation firm (the "Resolving Firm") to make a determination with respect to such disagreement.  If the Employee and the Company are unable to agree upon the Resolving Firm within 20 business days following the Employee Notice, the New York office of Towers, Perrin shall be the Resolving Firm.  Within 30 business days following the Employee Notice, if the disagreement is not resolved by such time, each of the Employee and the Company shall submit its position to the Resolving Firm, which shall make a determination as to all such disagreements within 30 days following the last of such submissions, which determination shall be binding upon the Employee and the Company.  The Company shall pay all reasonable expenses incurred by either party in connection with the determinations, calculations, disagreements or resolutions pursuant to this paragraph, including, but not limited to, reasonable legal, consulting or other similar fees and expenses.

                      (c)     The Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment.  Such notification shall be given as soon as practicable but no later than 10 business days after the Employee is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid.  The Employee shall not pay such claim prior to the expiration of the 30 day period following the date on which the Employee gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due).  If the Company notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall:

                                     ( i)        give the Company any information reasonably requested by the Company relating to such claim;

                                    (ii)      take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to the Employee;

                                    (iii)      cooperate with the Company in good faith in order to effectively contest such claim; and

                                    (iv)      permit the Company to participate in any proceedings relating to such claim;

provided , however , that the Company shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

                    (d)            The Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided , however , that if the Company directs the Employee to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Employee on an interest-free basis, and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or other tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided , further , that if the Employee is required to extend the statute of limitations to enable the Company to contest such claim, the Employee may limit this extension solely to such contested amount.  The Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.  In addition, no position may be taken nor any final resolution be agreed to by the Company without the Employee's consent if such position or resolution could reasonably be expected to adversely affect the Employee (including any other tax position of the Employee unrelated to the matters covered hereby).

                    (e)            As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Company or the Resolving Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder.  In the event that the Company exhausts its remedies and the Employee thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the Company or the Resolving Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of the Employee.

                    (f)            If, after the receipt by Employee of an amount advanced by the Company in connection with the contest of Excise Tax claim, the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall promptly pay to the Company the amount of such refund actually received (together with any interest paid or credited thereon after taxes applicable thereto).  If, after the receipt by the Employee of an amount advanced by the Company in connection with an Excise Tax claim, a determination is made that Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest the denial of such refund prior to the expiration of 30 days after such determination, such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall be offset, to the extent thereof, by the amount of the Gross-Up Payment.

                    7.            EFFECT ON OTHER ARRANGEMENTS.          

No provision of this Agreement shall affect or limit any interests or rights vested in the Employee under any other agreement or arrangement with the IR Group (or any member thereof) and the Employee or under any pension, profit-sharing, medical or other insurance or other benefit plans of the IR Group (or any member thereof) which may be in effect and in which the Employee may be participating at any time.

                    8.            CONFIDENTIALITY.

The Employee agrees to hold in confidence any and all confidential information known to him concerning the IR Group (or any member thereof) and its businesses so long as such information is not otherwise publicly disclosed; provided that the Employee shall be entitled to divulge confidences and confidential information (i) as required by applicable law or legal process (e.g., subpoena or investigation by governmental authority) or (ii) to defend the Employee in any action, suit or investigation or to enforce the Employee's rights hereunder or otherwise.

                    9.            MISCELLANEOUS.

                   (a)            Legal Expenses; Severability .  The Company shall pay all costs and expenses, including attorneys' fees, of the Company and, at least quarterly, the Employee, in connection with any legal proceedings, whether or not instituted by the IR Group (or any member thereof), relating to the interpretation or enforcement of this Agreement.  In the event that the provisions of this paragraph shall be determined to be invalid or unenforceable in any respect, such declaration shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect.

                  (b)            Mitigation .  All payments or benefits required by the terms of this Agreement shall be made or provided without offset, deduction, or mitigation on account of income the Employee may receive from other employment or otherwise and the Employee shall not have any obligation or duty to seek any other employment or otherwise earn any amounts to reduce or mitigate any payments required hereunder.

                  (c)            Death of the Employee .  In the event of the Employee's death subsequent to Termination, all payments called for hereunder shall be paid to the Employee's designated beneficiary or beneficiaries, or to his or her estate if he or she has not designated a beneficiary or beneficiaries.

                  (d)            Notices .  Any notice or other communication provided for in this Agreement or contemplated hereby shall be sufficiently given if given in writing and delivered by hand, by overnight courier (with receipt) or by certified mail, return receipt requested, and addressed, in the case of the Company, to the Company at:

                                    200 Chestnut Ridge Road
                                    Woodcliff Lake, New Jersey  07677
                                    Attention:  President

                                    or such other address if the executive offices of the
                                    Company have moved;

with a copy to IR Limited at:

                                    c/o Ingersoll-Rand Company
                                    200 Chestnut Ridge Road
                                    Woodcliff Lake, New Jersey  07677
                                    Attention:  Chairman of the Board of Directors

                                    or such other address if the executive offices of the
                                    Company have moved;

and, in the case of the Employee, to the Employee at:

Either party may designate a different address by giving notice of change of address in the manner provided above.

                  (e)            Waiver .  No waiver or modification in whole or in part of this Agreement, or any term or condition hereof, shall be effective against any party unless in writing and duly signed by the party sought to be bound.  Any waiver of any breach of any provision hereof or any right or power by any party on one occasion shall not be construed as a waiver of, or a bar to, the exercise of such right or power on any other occasion or as a waiver of any subsequent breach.

                  (f)            Binding Effect; Successors .  This Agreement shall be binding upon and shall inure to the benefit of the Company, IR Limited and the Employee and their respective heirs, legal representatives, successors and assigns.  If the Company and/or IR Limited shall be merged into or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation.  The Company and/or IR Limited, as applicable, will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company and/or IR Limited, as applicable, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company and/or IR Limited would be required to perform it if no such succession had taken place.  The provisions of this paragraph shall continue to apply to each subsequent employer of the Employee hereunder in the event of any subsequent merger, consolidation or transfer of assets of such subsequent employer.

                  ( g)            Calculations .  Subject to Section 6, calculation of all benefits and amounts payable hereunder shall be made, at the expense of the Company, by the Wellesley Hills, Massachusetts office of Watson Wyatt & Company (or the Company's then actuary immediately prior to the Change of Control Event).

                  (h)            Plan Limitations .  In the event the Company is unable to provide any benefit required to be provided under this Agreement through a plan sponsored by the IR Group (or any member thereof), the Company shall, at its own cost and expense, take appropriate actions to insure that alternative arrangements are made so that equivalent benefits can be provided to the Employee, including to the extent appropriate purchasing for the benefit of the Employee (and if applicable the Employee's dependents) individual policies of insurance providing benefits, which on an after-tax basis, are equivalent to the benefits required to be provided hereunder.

                  (i)            Payment Obligations .  In the event the Company is unable to, or for any reason does not, pay or provide to the Employee all or any portion of the payments and benefits required to be paid and provided under this Agreement (whether such payments and benefits are attributable to compensation (including but not limited to basic annual salary and bonus), benefits under any plan, program or arrangement, a Gross-Up Payment, or legal, business or outplacement expenses, or any other payment or benefit), IR Limited shall guarantee, to the same extent that the Company is or would be liable for such payments and benefits, that it will pay such amounts or provide such benefits to the Employee in accordance with the terms of this Agreement.  Any such payments shall be made and any such benefits shall be provided within 10 days following the date such payments or benefits should have been paid or provided by the Company.

                  (j)            Controlling Law; Jurisdiction .  This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to contracts made and to be performed therein, without regard to conflicts of laws principles.  Any suit, action or proceeding related to this Agreement, or any judgment entered by any court related to this Agreement, may be brought only in any court of competent jurisdiction in the State of New Jersey, and the parties hereby submit to the exclusive jurisdiction of such courts.  The parties (and any Affiliates of the Company or beneficiary of the Employee, or any successor to the Company or the Company's Affiliate) irrevocably waive any objections which they may now or hereafter have to the laying of venue of any suit, action or proceeding brought in any court of competent jurisdiction in the State of New Jersey, and hereby irrevocably waive any claim that any such action, suit or proceeding has been brought in an inconvenient forum.

                10.            EFFECT ON PRIOR AGREEMENTS.

                Subject to paragraph 7, this Agreement contains the entire understanding between the parties hereto and supersedes in all respects any prior employment or severance agreement or understanding between any member of the IR Group and the Employee.

                IN WITNESS WHEREOF, the Company, IR Limited and the Employee have executed this Agreement as of the day and year first above written.

INGERSOLL-RAND COMPANY

/s/ Herbert L. Henkel                                                             __________________________
By:       Herbert L. Henkel                                                      EMPLOYEE
Title:     President and
            Chief Executive Officer

INGERSOLL-RAND COMPANY LIMITED

/s/ Herbert L. Henkel                        
By:       Herbert L. Henkel
Title:    Chairman, President and
Chief Executive Officer
 

Schedule A

CERTAIN DEFINITIONS

                As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

                " Affiliate ", used to indicate a relationship with a specified person, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such a specified person.

                " Associate ", used to indicate a relationship with a specified person, means (i) any corporation, partnership, or other organization of which such specified person is an officer or partner; (ii) 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; (iii) 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 any member of the IR Group; and (iv) any person who is a director, officer, or partner of such specified person or of any corporation (other than any member of the IR Group), partnership or other entity which is an Affiliate of such specified person.

                " Beneficial Owner " means the same as such term is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended (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 IR Limited's Voting Securities 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.

                " Board " means the Board of Directors of IR Limited (or, if IR Limited is then a subsidiary of any other company, of the ultimate parent company).

                " Cause " means (i) any action by the Employee involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on any member of the IR Group; (ii) substantial and continuing refusal by the Employee in willful breach of this Agreement to perform his or her employment duties hereunder; or (iii) the Employee being convicted of a felony under the laws of the United States or any state.

                Termination of the Employee for Cause shall be communicated by a Notice of Termination given within one year after the Board (i) has knowledge of conduct or an event allegedly constituting Cause; and (ii) has reason to believe that such conduct or event could be grounds for Cause.  For purposes of this Agreement a "Notice of Termination" shall mean delivery to the Employee of a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Employee ("Preliminary Notice") and reasonable opportunity for the Employee, together with the Employee's counsel, to be heard before the Board prior to such vote) of finding, in the good faith opinion of the Board, that the Employee has engaged in the conduct constituting Cause and specifying the particulars thereof in detail.  Upon the receipt of the Preliminary Notice, the Employee shall have 30 days in which to appear with counsel or take such other action as he or she desires on his or her behalf, and such 30-day period is hereby agreed to by the parties as a reasonable opportunity for the Employee to be heard.  The Board shall no later than 45 days after the receipt of the Preliminary Notice by the Employee communicate its findings to Employee.  A failure by the Board to make its finding of Cause or to communicate its conclusion within such 45-day period shall be deemed to be a finding that the Employee has not engaged in the conduct described herein.  Any termination of the Employee's employment (other than by death or Permanent Disability) within 45 days after the date that the Preliminary Notice has been given to the Employee shall be deemed to be a termination for Cause; provided , however , that if during such period the Employee voluntarily terminates other than for Good Reason or the Company terminates the Employee other than for Cause, and the Employee is found (or is deemed to be found) not to have engaged in the conduct described herein, such termination shall not be deemed to be for Cause.

                " Change of Control Event " means the date (i) any individual, corporation, partnership, group, association or other person or entity, together with its Affiliates and Associates (each a "Person") (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or IR Limited), is or becomes the Beneficial Owner of securities of IR Limited representing 20% or more of the combined voting power of IR Limited's Voting Securities; (ii) the Continuing Directors fail to constitute a majority of the members of the Board; (iii) of consummation of any transaction or series of transactions under which IR Limited is merged or consolidated with any other company; or (iv) of 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 IR Limited, other than any sale, lease, exchange or other transfer to any Person or entity where IR Limited owns, directly or indirectly, at least 80% of the combined voting power of the Voting Securities of such Person or entity or its parent corporation after any such transfer; provided , however , that in the case of a transaction described in (i), (iii) or (iv), above, there shall not be a Change of Control Event if the shareholders of IR Limited immediately prior to any such transaction own (or continue to own by remaining outstanding or by being converted into Voting Securities of the surviving entity or parent entity) 70% or more of the combined voting power of the Voting Securities of IR Limited, the surviving entity or any parent of either immediately following such transaction, in substantially the same proportion to each other as prior to such transaction.

                " Continuing Director " means a director who either was a member of the Board on the date hereof or who became a member of the Board subsequent to such date and whose election, or nomination for election by IR Limited's shareholders, was Duly Approved by the Continuing Directors on the Board at the time of such nomination or election, either by a specific vote or by approval of the proxy statement issued by IR Limited on behalf of the Board in which such person is named as nominee for director, without due objection to such nomination, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the Board.

                " Duly Approved by the Continuing Directors " means an action approved by the vote of at least two-thirds of the Continuing Directors then on the Board.

                " Fiscal Year " means the fiscal year of the Company.

                " Good Reason " means (i) a material adverse change in the Employee's job responsibilities, title or status from those in effect on the date hereof or as enhanced from time to time, which change continues for a period of at least 15 days after written notice from the Employee; (ii) a reduction of the Employee's base salary or target bonus, the failure to pay Employee's salary or bonus when due, or the failure to maintain on behalf of the Employee (and his or her dependents) benefits which are at least as favorable in the aggregate to those provided for in paragraph 4(b); (iii) the relocation of the principal place of the Employee's employment by more than 35 miles from the Employee's principal place of employment immediately prior to the Change of Control Event, or the imposition of travel requirements on the Employee not substantially consistent with such travel requirements existing immediately prior to the Change of Control Event; (iv) the failure of the Company and/or IR Limited, as applicable, to obtain the assumption of, and the agreement to perform, this Agreement by any successor as contemplated in paragraph 9(f); or (v) the failure of the Company and, to the extent applicable, IR Limited to perform any of their other material obligations under this Agreement and the continuation of such failure for a period of 15 days after written notice from the Employee.

                        " IR Group " means the Company and its Affiliates, including without limitation, IR Limited.

                        " Permanent Disability ", as applied to the Employee, means that (i) he or she has been totally incapacitated by bodily injury or disease so as to be prevented thereby from performing his or her duties hereunder; (ii) such total incapacity shall have continued for a period of six consecutive months; and (iii) such total incapacity will, in the opinion of a qualified physician, be permanent and continuous during the remainder of the Employee's life.

                        " Termination " means (i) following the occurrence of a Change of Control Event, (A) the termination of the Employee's employment without Cause or (B) the resignation by an Employee for Good Reason, and (ii) prior to the occurrence of a Change of Control Event, but following the execution of an agreement or the commencement of a tender offer, proxy contest or other action that, if consummated, would reasonably be expected to result in a Change of Control Event and, in each case, does result in a Change of Control Event, the termination of the Employee's employment, or a material adverse change in the Employee's job responsibilities, title or status, reduction of the Employee's base salary or target bonus, the relocation of the Employee's principal place of employment by more than 35 miles or the imposition of travel requirements on the Employee not substantially consistent with the Employee's job; provided , that such term shall not include any termination of employment for Cause, any resignation without Good Reason (except as provided in clause (ii), above), or any termination of employment on account of an Employee's death or Permanent Disability.

                        " Termination Date " means the effective date of an Employee's Termination; provided , that with respect to a Termination that occurs prior to a Change of Control Event, the effective date of such Termination shall be deemed to be the date immediately following the Change of Control Event.

                        " Voting Securities " means the outstanding securities entitled to vote generally in the election of directors.

Exhibit 10.14

FIRST AMENDMENT
TO THE
INGERSOLL-RAND COMPANY
SUPPLEMENTAL PENSION PLAN

(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003)

WHEREAS, Ingersoll-Rand Company (the "Company") maintains the restated Ingersoll-Rand Company Supplemental Pension Plan (the "Supplemental Pension Plan") to provide certain employees of the Company with pension benefits that are supplemental to the qualified pension plans maintained by the Company; and

WHEREAS, the Company reserved the right to amend the Supplemental Pension Plan pursuant to Section 4.1 of the Supplemental Pension Plan; and

WHEREAS, the Company desires to amend the Supplemental Pension Plan;

NOW THEREFORE, the Supplemental Pension Plan is hereby amended effective as of May 29, 2003 as follows:

1.               Section 3.1 of the Supplemental Pension Plan is hereby amended in its entirety to read as follows:

"3.1            Payment of Benefits.

                 (a)        Benefits payable under this Supplemental Pension Plan shall be made in the event of
                             termination of employment by reason of death, disability, retirement or otherwise.  Benefits
                             shall be payable solely in the form of a lump sum.

                (b)        With respect to terminations of employment by reason of death, disability, retirement or
                             otherwise occurring on or after January 1, 2003 but before May 29, 2003, the lump sum
                             amount payable to an Employee, other than a "grandfathered" Employee as described in
                             Section 3.1(c) hereof, shall be the lump sum value of the single life annuity determined under
                             Section 1.1 hereof as of the Employee's Determination Date.  For purposes of this Section
                             3.1, the lump sum value shall be determined in the same manner as lump sum distributions
                             are determined under the Qualified Pension Plan.  Such benefit shall be paid on the Payment
                             Date which shall be as soon as administratively practicable following the Employee's
                             termination of employment with the Company.  However, an Employee who is a participant
                             in the Ingersoll-Rand Company Elected Officers Supplemental Program or the Ingersoll-
                            Rand Company Key Management Supplemental Program may file a deferral election under
                             the Deferral Plan at least one year in advance of such termination of employment to defer the
                             payment under the Deferral Plan.

                (c)        With respect to terminations of employment by reason of death, disability, retirement or
                             otherwise occurring on or after January 1, 2003 but before May 29, 2003, the lump sum
                             amount payable to a "grandfathered" Employee, shall be the Actuarial Equivalent value of the
                             single life annuity determined under Section 1.1 hereof as of the Employee's Determination
                             Date.  For purposes of this Section 3.1, Actuarial Equivalent means an amount having equal
                             value when computed on the basis of the 1983 Group Annuity Mortality Table (blended)
                             and an interest rate equal to the average of the monthly rates for ten year constant maturities
                             for US Treasury Securities for the twelve-month period immediately preceding the month
                             prior to the month in which the Employee's Determination Date occurs, such rate as quoted
                             by the Federal Reserve. 

                            Such "grandfathered" Employee's benefit shall be paid on the Payment Date, together with
                            interest accrued thereon from the Determination Date, (1) if the assets are held in trust, then
                            at the interest rate of the trust, or (2) if the assets are not held in trust, at the then current
                            earnings rate of the money market investment designated by the Committee under the
                            Ingersoll-Rand Company Employee Savings Plan.  A "grandfathered" Employee's Payment
                            Date shall be the later of (1) the first business day of the year following the Determination
                            Date, or (2) the first business day of the sixth month following the Determination Date, unless
                            such "grandfathered" Employee has a deferral election under the Deferral Plan on file at least
                            one year in advance of the Employee's termination of employment date. 

                            Notwithstanding the foregoing, a "grandfathered" Employee who terminates employment on
                            or after January 1, 2003 but before May 29, 2003, may elect within the 30-day period
                            immediately preceding his termination of employment date to have his benefit determined as
                            of such date, however the interest rate used to determine the Actuarial Equivalent benefit
                            payable in a lump sum shall be the interest rate equal to the 10-Year Treasury Note rate as
                            published in the New York Times in the Key Rate Table under the Credit Market Section,
                            or, if such rate is unavailable, as provided by Telerate as of the business day immediately
                            preceding the date payment is made to the Employee.  In the event a "grandfathered"
                            Employee elects to have his benefit determined under this paragraph, no interest will be
                            payable from the Employee's termination of employment date until the date of distribution.

                            A "grandfathered" Employee is an Employee who is a participant in the Ingersoll-Rand
                            Company Elected Officers Supplemental Program or the Ingersoll-Rand Company Key
                            Management Supplemental Program and who terminates employment with the Company
                            prior to May 29, 2003.

                (d)        With respect to terminations of employment by reason of death, disability, retirement or
                             otherwise occurring on or after May 29, 2003, the lump sum amount payable to an
                             Employee, shall be the lump sum value of the single life annuity determined under Section 1.1
                             hereof as of the Employee's Determination Date.  For purposes of this Section 3.1, the lump
                             sum value shall be determined in the same manner as lump sum distributions are determined
                             under the Qualified Pension Plan.  Such benefit shall be paid on the Payment Date, together
                             with interest accrued thereon from the Determination Date, (1) if the assets are held in trust,
                             then at the interest rate of the trust, or (2) if the assets are not held in trust, at an interest rate
                             as quoted by the Federal Reserve, equal to the average of the monthly rates for ten year
                             constant maturities for US Treasury Securities for the twelve month period immediately
                             preceding the month prior to the month in which the Employee's Determination Date
                             occurred.  An Employee's Payment Date shall be the later of (1) the first business day of the
                             year following the Determination Date, or (2) the first day of the sixth month following the
                             Determination Date.  However, an Employee who is a participant in the Ingersoll-Rand
                             Company Elected Officers Supplemental Program or the Ingersoll-Rand Company Key
                             Management Supplemental Program may file a deferral election under the Deferral Plan at
                             least one year in advance of such termination of employment to defer the payment under the
                             Deferral Plan.

                (e)        In the event a valid deferral election is made under the Deferral Plan, the lump sum amount
                            that would have otherwise been payable under this Supplemental Pension Plan shall be
                            credited to the Deferral Plan as soon as practicable after the Determination Date."

2.                  Except as provided herein, the Supplemental Pension Plan shall remain in full force and effect.

IN WITNESS WHEREOF , the Company has caused this amendment to be executed by its duly authorized representative this 9 ^th day of June, 2003.

                                                                             INGERSOLL-RAND COMPANY

                                                                             By: /s/ Sharon Elliot                            
                                                                             Sharon Elliot
                                                                             Senior Vice President
                                                                             Human Resources

Exhibit 10.16
 

FIRST AMENDMENT
TO THE
INGERSOLL-RAND COMPANY
SUPPLEMENTAL EMPLOYEE SAVINGS PLAN

(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003)

WHEREAS, Ingersoll-Rand Company (the "Company") maintains the amended and restated Ingersoll-Rand Company Supplemental Employee Savings Plan (the "Supplemental Savings Plan") to provide certain employees of the Company and certain subsidiaries and affiliates of the Company with benefits that are supplemental to benefits payable under the Ingersoll-Rand Company Employee Savings Plan; and

WHEREAS, the Company reserved the right to amend the Supplemental Savings Plan in accordance with Section 7.1 of the Supplemental Savings Plan; and

WHEREAS, the Company desires to amend the Supplemental Savings Plan;

NOW, THEREFORE, the Supplemental Savings Plan is hereby amended effective as of May 29, 2003 as follows:

1.          Section 4.1 of the Supplemental Savings Plan is hereby amended in its entirety to read as follows:

"4.1       Time of Distribution.

            (a)        With respect to terminations of employment by reason of death, disability, retirement or
                         otherwise occurring on or after January 1, 2003 but before May 29, 2003, the amounts
                         payable to an Employee from his Employee Account and/or his Supplemental RAP Account
                         hereunder shall be payable in a lump sum on the Employee's Payment Date.  Unless the
                         Employee is a "grandfathered" Employee as described below, the Payment Date shall be as
                         soon as administratively practicable following the Employee's termination of employment with
                         the Company.  However, an Employee who is a participant in the Ingersoll-Rand Company
                         Elected Officers Supplemental Program or the Ingersoll-Rand Company Key Management
                         Supplemental Program may file a deferral election under the Deferral Plan at least one year in
                         advance of such termination of employment to defer the payment of such lump sum under the
                         Deferral Plan.

            (b)        With respect to terminations of employment by reason of death, disability, retirement or
                         otherwise occurring on or after January 1, 2003 but before May 29, 2003, if the Employee is a
                         "grandfathered" Employee, the Payment Date shall be the later of (a) the first business day of
                         the calendar year following the date of the Employee's termination of employment with the
                         Company, or (b) the first business day of the sixth calendar month following the date of the
                         Employee's termination of employment with the Company, unless such "grandfathered"
                         Employee has a deferral election under the Deferral Plan on file at least one year in advance of
                         the Employee's termination of employment with the Company.  A "grandfathered" Employee is
                         an Employee who is a participant in the Ingersoll-Rand Company Elected Officers
                         Supplemental Program or the Ingersoll-Rand Company Key Management Supplemental
                         Program and who terminates employment with the Company prior to May 29, 2003.

            (c)        With respect to terminations of employment by reason of death, disability, retirement or
                         otherwise occurring on or after May 29, 2003, the amounts payable to an Employee from his
                         Employee Account and/or his Supplemental RAP Account hereunder shall be payable in a
                         lump sum on the Employee's Payment Date.  The Payment Date for any Employee shall be the
                         later of (a) the first business day of the calendar year following the date of the Employee's
                         termination of employment with the Company, or (b) the first business day of the sixth calendar
                         month following the date of the Employee's termination of employment with the Company,
                         unless such Employee is a participant in the Ingersoll-Rand Company Elected Officers
                         Supplemental Program or the Ingersoll-Rand Company Key Management Supplemental
                         Program and such Employee filed a deferral election under the Deferral Plan at least one year
                         in advance of such termination of employment to defer the payment of such lump sum under the
                         Deferral Plan.

            (d)        In the event a valid deferral election is made under the Deferral Plan, the lump sum amount that
                         would have otherwise been payable under this Supplemental Savings Plan shall be credited to
                         the Deferral Plan as soon as administratively practicable following the Employee's termination
                         of employment with the Company.

            (e)        Any such payment not deferred under the Deferral Plan shall be made to the Employee or to his
                        beneficiary(ies) under this Supplemental Savings Plan if he is not then living.  The Employee's
                        beneficiary(ies) under this Supplemental Savings Plan shall be the beneficiary(ies) under the
                        Qualified Savings Plan unless the Employee designates another beneficiary(ies) in writing, and
                        such written designation has been received by the Committee.  An Employee may change the
                        designated beneficiary(ies) under this Supplemental Savings Plan at any time, by providing such
                        designation in writing to the Committee (as hereinafter defined)."

2.           Section 4.3 of the Supplemental Savings Plan is hereby amended in its entirety to read as follows:

"4.3        Form of Benefits.

            (a)        With respect to terminations of employment by reason of death, disability, retirement or
                         otherwise occurring on or after January 1, 2003 but before May 29, 2003, benefits payable
                         from an Employee's Employee Account (other than a "grandfathered" Employee) shall be in the
                         form of a cash lump-sum equal to (i) the number of Common Stock Units credited to such
                         Employee's Employee Account as of the Payment Date, multiplied by (ii) the Fair Market
                         Value of a Unit on the Payment Date.

            (b)        With respect to terminations of employment by reason of death, disability, retirement or
                         otherwise occurring on or after January 1, 2003 but before May 29, 2003, benefits payable
                         from a "grandfathered" Employee's Employee Account shall be in the form of a cash lump-sum
                         equal to (i) the number of Common Stock Units credited to such "grandfathered" Employee's
                         Employee Account as of the date of such "grandfathered" Employee's termination of
                         employment, multiplied by (ii) the Fair Market Value of a Unit on the Valuation Date.  The
                         amount payable pursuant to this Section 4.3(b) shall accrue interest based on the rate paid by
                         the money market investment option available under the Qualified Savings Plan and that is
                         designated by the Committee as the money market investment option that shall apply for
                         purposes of accruing interest under this Section 4.3(b).  Interest shall accrue until the
                         Employee's Payment Date.

            (c)        With respect to terminations of employment by reason of death, disability, retirement or
                         otherwise occurring on or after May 29, 2003, benefits payable from any Employee's
                         Employee Account shall be in the form of a cash lump-sum equal to (i) the number of Common
                         Stock Units credited to such Employee's Employee Account as of the date of such Employee's
                         termination of employment, multiplied by (ii) the Fair Market Value of a Unit on the Valuation
                         Date.  The amount payable pursuant to this Section 4.3(c) shall accrue interest based on the
                         rate paid by the money market investment option available under the Qualified Savings Plan
                         and that is designated by the Committee as the money market investment option that shall apply
                         for purposes of accruing interest under this Section 4.3(c).  Interest shall accrue until the
                         Employee's Payment Date.

            (d)        Benefits payable from an Employee's Supplemental RAP Account shall be in the form of a cash
                         lump-sum equal to the amounts credited to such Employee's Supplemental RAP Account as of
                         the Employee's Payment Date."

3.            Except as provided herein, the Supplemental Savings Plan shall remain in full force and effect.

IN WITNESS WHEREOF , the Company has caused this amendment to be executed by its duly authorized representative this 9 ^th day of June, 2003.

                                                                    INGERSOLL-RAND COMPANY
                                           
                                                                    By: /s/ Sharon Elliot                     
                                                                         Sharon Elliot
                                                                         Senior Vice President
                                                                         Human Resources

Exhibit 10.24

FOURTH AMENDMENT
TO THE
INGERSOLL-RAND COMPANY
ELECTED OFFICERS SUPPLEMENTAL PROGRAM

WHEREAS, Ingersoll-Rand Company (the "Company") maintains the amended and restated Ingersoll-Rand Company Elected Officers Supplemental Program (the "Program") to provide certain individuals employed by the Company in addition to the benefits provided from other qualified and non-qualified plans maintained by the Company; and

WHEREAS, the Company reserved the right to amend the Program in accordance with Section 8.1 of the Program; and

WHEREAS, the Company desires to amend the Program;

NOW, THEREFORE, the Program is hereby amended effective as of May 29, 2003 as follows:

1.         Section 8.6 of the Program is hereby amended in its entirety to read as follows:

"8.6     Entire Agreement; Successors

            The Program, including any subsequently adopted amendments, shall constitute the entire agreement or
            contract between the Company and any Employee regarding the Program.  There are no covenants,
            promises, agreements, conditions or understandings, either oral or written, between the Company and
            any Employee regarding the provisions of the Program, other than those set forth herein.
            Notwithstanding the previous sentence, to the extent any written agreement between the Company and
            an Employee modifies the provisions of the Program with respect to the Employee, such agreement shall
            be deemed to modify the provisions of the Program but only to the extent such agreement is approved
            by the Committee.  The Program and any amendment hereof shall be binding on the Company and the
            Employees 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."

2.   Except as provided herein, the Program shall remain in full force and effect.

IN WITNESS WHEREOF , the Company has caused this amendment to be executed by its duly authorized representative this 9 ^th day of June, 2003.

                                                                        INGERSOLL-RAND COMPANY

                                                                        By: /s/ Sharon Elliot                 
                                                                             Sharon Elliot
                                                                             Senior Vice President
                                                                             Human Resources

Exhibit 10.27
 

SECOND AMENDMENT
TO THE
IR EXECUTIVE DEFERRED COMPENSATION PLAN

WHEREAS, Ingersoll-Rand Company, a New Jersey corporation, adopted the IR Executive Deferred Compensation Plan (the "Plan") which was originally effective on January 1, 1997; and

WHEREAS, Ingersoll-Rand Company reserved the right at any time and from time to time to amend the Plan in accordance with Section 9.1 of the Plan; and

WHEREAS, the Plan has been amended and restated most recently effective January 1, 2001; and

WHEREAS, Ingersoll-Rand Company desires to amend the Plan to make certain changes regarding investment and payments in IR Stock and to permit certain deferrals of distributions from other non-qualified plans;

NOW, THEREFORE, the Plan is hereby amended as set forth below:

1.        Effective January 1, 2004, Section 2.1 is hereby amended to read as follows:

           " 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 in cash to a Participant, or to the Participant's designated
           Beneficiary, pursuant to the Plan."

2.       Effective May 29, 2003, Section 2.11 is hereby amended to read as follows:

          "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 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 SupplementalPension Plan."

3.        Effective January 1, 2004, Section 2.21 is hereby amended to read as follows:

          " 2.21             "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, Supplemental Contribution Accounts, and/or Discretionary Company Contribution
          Accounts, as applicable."

4.        Effective January 1, 2004, Section 2.29 is hereby amended to read as follows:

          " 2.29             " 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 and Base Salary 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, deemed 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."

5.        Effective January 1, 2004, Section 4.2 is hereby amended to add the following paragraph to the end   
           thereof:

          "Subject to Section 6.2, in making the designations pursuant to this Section, the Participant may specify
          that all or any vested portion of the Participant's Supplemental Contribution Account 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.  A Participant may
          change the designation made under this Section with respect to amounts credited to the vested portion of
          the Participant's Supplemental Contribution Account 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."

6.        Effective May 29, 2003, Section 5.3 is hereby amended to read as follows:

           "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.  Effective May 29, 2003,
           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."

7.        Effective January 1, 2004, Section 6.2 is hereby amended to read as follows:

           " 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 Base Salary or 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 the Participant completes an Election Form to the effect that all or a portion of the Participant's
           vested Supplemental Contribution Account will be deemed to be invested in one or more of the
           investment options under the Investment Option Subaccounts or until such amounts are distributed in
           cash 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.

         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.

        To the extent a Participant completes an Election Form to make a deemed investment in one or more of
        the investment options under the Investment Option Subaccounts, a Participant's vested Supplemental
        Contribution Account shall be credited as follows:

        (a)        On the day a Participant makes a deemed investment election in one of the Investment Option
                    Subaccounts, the Administrative Committee shall credit the Investment Option Subaccounts of the
                    Participant's Supplemental Contribution Account with an amount in accordance with the
                    Participant's Election Form; that is, the portion of the Participant's Supplemental Contribution
                    Account 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.

        (b)       Each business day, each Investment Option Subaccount of a Participant's Supplemental
                   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."

8.           Effective May, 29, 2003, Section 6.3 is hereby amended to add the following paragraph at the end
              thereof:

             "Effective May 29, 2003, to the extent an agreement between the Company and the Participant
             contains provisions governing the deemed investment of Discretionary Company Contribution made on
             behalf of the Participant, the deemed investment provisions of such agreement shall apply.

9.          Effective January 1, 2004, Section 6.4 is hereby amended to add the following paragraph to the end
             thereof.

            "Notwithstanding the above, a Participant may elect to invest all or part of his IR Stock Account in one
             or more of the available Investment Option Subaccounts under the Participant's Deferral Accounts, as
             set forth in Sections 4.2 and 6.1, and/or Discretionary Company Contribution Account, as set forth in
             Sections 4.2 and 6.3, as applicable by completing the appropriate Election Form as designated by the
             Administrator."

10.       Section 7.6 is hereby amended to read as follows:

            " 7.6             Form of Payments .  All amounts in a Participant's Deferral Account, Supplemental
            Contribution Account, Discretionary Company Contribution Account and IR Stock Account and
            payable to a Participant or Beneficiary under the Plan 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."

11.       Effective May 29, 2003, Section 7 is hereby amended to add a new Section 7.8 as follows:

            "7.8            Distribution Provisions.   Effective May 29, 2003, 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."

12.       Except as specifically set forth herein, all other terms of the Plan shall remain in full force and effect and
            are hereby ratified in all respects.
 

IN WITNESS WHEREOF , the Company has caused this amendment to be executed by its duly authorized representative on this 24 ^th day of February, 2004.

                                                                    INGERSOLL-RAND COMPANY
                                   
                                                                    By: /s/ Sharon Elliot                                               
                                                                        Sharon Elliot
                                                                        Senior Vice President
                                                                        Human Resources