Ingersoll-Rand plc (Form: 8-K12B, Received: 07/01/2009 08:22:16)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 29, 2009

INGERSOLL-RAND PLC

(Exact Name of Registrant as Specified in Its Charter)

Ireland

98-0626632

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

170/175 Lakeview Dr.

Airside Business Park

Swords, Co. Dublin

Ireland

(Address of principal executive offices, including zip code)

+(353) (0) 18707400

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 1.01.		Entry into a Material Definitive Agreement

Item 2.03		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 3.02		Unregistered Sales of Equity Securities

Item 3.03		Material Modification to Rights of Security Holders

Item 5.01		Changes in Control of Registrant

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

Item 5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 8.01		Other Events

Item 9.01		Financial Statements and Exhibits

SIGNATURES

Item 1.01

Entry into a Material Definitive Agreement.

Supplemental Indentures

On June 29, 2009, we entered into the Supplemental Indentures described below as part of the Reorganization (as defined in Item 8.01). Each of the Supplemental Indentures became effective at the Transaction Time (as defined in Item 8.01).

Supplemental Indenture to the 2008 Indenture : Ingersoll-Rand Global Holding Company Limited, a Bermuda company (“IR-Global”), Ingersoll-Rand Company Limited, a Bermuda company (“IR-Bermuda”), Ingersoll-Rand International Holding Limited, a Bermuda company (“IR-International”), Ingersoll-Rand plc, an Irish public limited company (“IR-Ireland”) and Wells Fargo Bank, N.A., as Trustee, entered into the Fourth Supplemental Indenture, dated as of June 29, 2009 (the “Supplemental Indenture to the 2008 Indenture”), to the Indenture dated as of August 12, 2008 (as supplemented to date, the “2008 Indenture”). Pursuant to the Supplemental Indenture to the 2008 Indenture, IR-International assumed the obligation of IR-Bermuda as the guarantor under the 2008 Indenture. In addition, IR-Ireland and IR-Bermuda fully and unconditionally guaranteed the payment obligations under the 2008 Indenture.

Supplemental Indenture to the 2005 Indenture : IR-Bermuda, Ingersoll-Rand Company, a New Jersey corporation (“IR-New Jersey”), IR-International, IR-Ireland and Wells Fargo Bank, N.A., as Trustee, entered into the First Supplemental Indenture, dated as of June 29, 2009 (the “Supplemental Indenture to the 2005 Indenture”), to the Indenture dated as of May 24, 2005 (the “2005 Indenture”). Pursuant to the Supplemental Indenture to the 2005 Indenture, IR-International assumed the obligations of IR-Bermuda as the issuer under the 2005 Indenture. In addition, IR-Ireland and IR-Bermuda fully and unconditionally guaranteed the payment obligations under the 2005 Indenture.

Supplemental Indenture to the 1986 Indenture : IR-New Jersey, IR-Ireland, IR-International and the Bank of New York Mellon, as Trustee, entered into the Fifth Supplemental Indenture, dated as of June 29, 2009 (the “Supplemental Indenture to the 1986 Indenture”), to the Indenture dated as of August 1, 1986 (as supplemented to date, the “1986 Indenture”). Pursuant to the Supplemental Indenture to the 1986 Indenture, IR-Ireland and IR-Bermuda fully and unconditionally guaranteed the payment obligations under the 1986 Indenture.

The Supplemental Indenture to the 2008 Indenture, Supplemental Indenture to the 2005 Indenture and Supplemental Indenture to the 1986 Indenture (collectively, the “Supplemental Indentures”) are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference, and the forgoing summary of the Supplemental Indentures is qualified in its entirety by reference to such Exhibits to this Form 8-K.

Credit Facilities

Pursuant to the terms of the Credit Facilities (as defined below), at the Transaction Time, IR-Ireland and IR-International became guarantors to (i) our Credit Agreement dated as of June 27, 2008 among IR-Bermuda, IR-Global, J.P. Morgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo Mitsubishi, Ltd., New York Branch, BNP Paribas and William Street LLC, as Documentation Agents, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto (the “2008 Credit Facility”) and (ii) our Credit Agreement dated as of August 12, 2005, among IR-New Jersey and IR-Bermuda, the banks listed therein, and Citicorp USA, Inc., as Syndication Agent, and Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo-Mitsubishi, Ltd., New York Branch and UBS Securities LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Lead Arrangers and Bookrunners (the “2005 Credit Facility” and, together with the 2008 Credit Facility, the “Credit Facilities”). In connection therewith, IR-Ireland and IR-International entered into Addenda on July 1, 2009 to become parties to the Credit Facilities. In addition, pursuant to the Addenda, IR-Ireland assumed all obligations of IR-Bermuda under the Credit Facilities as the new parent company of the Ingersoll Rand group.

The Addenda of each of IR-Ireland and IR-International to each Credit Facility are filed herein as Exhibits 10.1, 10.2, 10.3 and 10.4, and are incorporated into this Item 1.01 by reference, and the forgoing summary of such Addenda is qualified in its entirety by reference to such Exhibits to this Form 8-K.

Deed Poll Indemnities

On July 1, 2009, each of IR-Ireland and IR-Bermuda entered into a deed poll indemnity (each, a “Deed Poll Indemnity”), each of which is attached hereto as Exhibit 10.5 and Exhibit 10.6, respectively, as to each of the directors, secretary and officers and senior executives (as may be determined by the board of directors of IR-Ireland from time to time) of IR-Ireland, as well as with individuals serving as a director, officer or some other function of IR-Ireland’s subsidiaries (the “Indemnitees”), providing for the indemnification of, and advancement of expenses to, such persons, to the fullest extent permitted by law. Each Deed Poll Indemnity became effective at the Transaction Time.

Each Deed Poll Indemnity is incorporated into this Item 1.01 by reference, and the foregoing summary of each Deed Poll Indemnity is qualified in its entirety by reference to Exhibit 10.5 and 10.6, respectively.

Assumption and Amendment of Equity Incentive Plans

In connection with the Transaction, effective as of the Transaction Time, IR-Ireland assumed the existing obligations of IR-Bermuda under certain equity incentive plans and other similar employee award plans of the Ingersoll Rand group (collectively, the “Plans”), including all awards issued thereunder. Furthermore, the Plans have been or will be amended by IR-Bermuda to provide (1) that shares of IR-Ireland will be issued, held available or used to measure benefits as appropriate under the Plans, in lieu of shares of IR-Bermuda, including upon exercise of any options or share appreciation rights or upon the vesting of restricted stock units or performance units issued under those Plans; and (2) for the appropriate substitution of IR-Ireland for IR-Bermuda in those Plans.

Copies of each Plan (or amendments thereto), which have been amended to reflect the Transaction, are filed herewith as Exhibits 10.7 through 10.26 (inclusive), respectively, and incorporated into this Item 1.01 by reference, and the foregoing summary of the amended Plans is qualified in its entirety by reference to such Exhibits to this Form 8-K.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The descriptions of the Supplemental Indentures and the Addenda to our Credit Facilities under Item 1.01 are incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

At the Transaction Time, pursuant to the Transaction (as defined in Item 8.01), each holder of IR-Bermuda Class A common shares immediately before the Transaction was effected received ordinary shares of IR-Ireland on a one-for-one basis in exchange for their IR-Bermuda Class A common shares (or, in the case of fractional shares of IR-Bermuda Class A common shares, if any, cash for such fractional shares in lieu of fractional ordinary shares of IR-Ireland).

At the Transaction Time, IR-Ireland issued approximately 319,166,000 IR-Ireland ordinary shares to the holders of IR-Bermuda Class A common shares immediately prior to the Transaction Time. The terms and conditions of the issuance and exchange of the securities were approved by the Supreme Court of Bermuda, after a hearing upon the fairness of such terms and conditions at which all IR-Bermuda shareholders had a right to appear and of which adequate notice had been given. The issuance was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 3(a)(10) of the Securities Act.

The description of the Transaction under Item 8.01 is incorporated herein by reference.

Item 3.03

Material Modification to Rights of Security Holders.

The information included under Item 5.03 and Item 8.01 is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

The description of the Transaction under Item 8.01 is incorporated herein by reference.

Item 5.02

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

At the Transaction Time, the directors, the secretary and executive officers of IR-Bermuda immediately prior to such time became the directors, the secretary and officers and senior executives of IR-Ireland. IR-Ireland’s memorandum and articles of association provide for a single class of directors and IR-Ireland’s directors will be subject to reelection at the 2010 annual general meeting of IR-Ireland.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Transaction Time, the Class A common shareholders of IR-Bermuda became ordinary shareholders of IR-Ireland and IR-Ireland became the parent company of the Ingersoll Rand group. As a result, at the Transaction Time, the memorandum and articles of association of IR-Ireland as in effect at that time became the documents governing the parent company of the Ingersoll Rand group and the rights of the shareholders of Ingersoll-Rand. The description of IR-Ireland’s memorandum and articles of association under Item 8.01 is incorporated herein by reference. The complete text of the memorandum and articles of association of IR-Ireland are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The summary of IR-Ireland’s memorandum and articles of association is qualified in its entirety by reference to Exhibits 3.1 and 3.2, respectively.

Item 8.01

Other Events.

At 12:01 a.m. on July 1, 2009 (the “Transaction Time”), the scheme of arrangement under Bermuda law (the “Scheme of Arrangement”) to effect the transaction (the “Transaction”) pursuant to which the jurisdiction of incorporation of our parent company was changed from Bermuda to Ireland became effective. The Transaction involved several steps. On April 1, 2009, IR-Bermuda formed IR-Ireland as a direct subsidiary. On April 20, 2009, IR-Bermuda petitioned the Supreme Court of Bermuda to order the calling of a meeting of IR-Bermuda Class A common shareholders to approve the Scheme of Arrangement. On April 23, 2009, the Supreme Court of Bermuda ordered IR-Bermuda to seek shareholder approval of the Scheme of Arrangement. IR-Bermuda held the special court-ordered meeting to approve the Scheme of Arrangement on June 3, 2009 and received the requisite shareholder approvals and, on June 11, 2009, the Supreme Court of Bermuda approved the Scheme of Arrangement. On June 30, 2009, IR-Bermuda filed the court approval with the Bermuda Registrar of Companies.

At the Transaction Time, the following steps effectively occurred simultaneously:

all fractional shares of IR-Bermuda held of record, if any, were cancelled and IR-Bermuda paid to each holder of fractional shares that have been cancelled an amount based on the average of the high and low trading prices of the IR-Bermuda Class A common shares on the NYSE on June 29, 2009;

all previously outstanding whole Class A common shares of IR-Bermuda were cancelled;

IR-Bermuda issued to IR-Ireland a number of Class A common shares that is equal to the number of IR-Ireland ordinary shares issued by IR-Ireland as described in paragraph 4 below;

IR-Ireland issued ordinary shares on a one-for-one basis to the holders of whole IR-Bermuda Class A common shares that have been cancelled; and

all previously outstanding ordinary shares of IR-Ireland, which prior to the Transaction Time were held by IR-Bermuda and its nominees, were acquired by IR-Ireland and cancelled for no consideration, in accordance with a resolution passed by IR-Bermuda and such nominees.

As a result of the Transaction, the Class A common shareholders of IR-Bermuda became ordinary shareholders of IR-Ireland and IR-Bermuda became a wholly-owned subsidiary of IR-Ireland.

On July 1, 2009, IR-Ireland issued a press release announcing the completion of the Transaction. The press release is attached as Exhibit 99.1.

Prior to the Transaction, the IR-Bermuda Class A common shares were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the NYSE under the symbol “IR.” In connection with the Transaction, IR-Bermuda requested that the NYSE file with the Securities and Exchange Commission (“Commission”) a Form 25 to remove the IR-Bermuda Class A common shares from listing on the NYSE. IR-Bermuda expects to file a Form 15 with the Commission to terminate the registration of the IR-Bermuda Class A common shares and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Pursuant to Rule 12g-3(a) promulgated under the Exchange Act, the IR-Ireland ordinary shares are deemed registered under Section 12(b) of the Exchange Act. The IR-Ireland ordinary shares were approved for listing on the NYSE and will begin trading under the symbol “IR,” the same symbol under which the IR-Ireland Class A common shares previously traded, on July 1, 2009. The CUSIP number of the ordinary shares of IR-Ireland is G47791 101.

Set forth below is a description of the share capital of IR-Ireland.

DESCRIPTION OF IR-IRELAND SHARE CAPITAL

The following description of IR-Ireland’s share capital is a summary. This summary is not complete and is subject to the complete text of IR-Ireland’s memorandum and articles of association attached as Exhibits 3.1 and 3.2, respectively, and to the Irish Companies Acts 1963-2006 (the “Irish Companies Acts”). We encourage you to read those laws and documents carefully.

Capital Structure

Authorized Share Capital . The authorized share capital of IR-Ireland is €40,000 and US$1,175,010,000 divided into 40,000 ordinary shares with a nominal value of €1 per share, 1,175,000,000 ordinary shares with a nominal value of US$1.00 per share and 10,000,000 preferred shares with a nominal value of US$0.001 per share.

IR-Ireland may issue shares subject to the maximum prescribed by its authorized share capital contained in its memorandum of association.

As a matter of Irish company law, the directors of a company may issue new ordinary or preferred shares without shareholder approval once authorized to do so by the articles of association of the company or by an ordinary resolution adopted by the shareholders at a general meeting. An ordinary resolution requires over 50% of the votes of a company’s shareholders cast at a general meeting. The authority conferred can be granted for a maximum period of five years, at which point it must be renewed by the shareholders of the company by an ordinary resolution. Because of this requirement of Irish law, the articles of association of IR-Ireland authorize the board of directors of IR-Ireland to issue new ordinary or preferred shares without shareholder approval for a period of five years from the date of IR-Ireland’s incorporation.

The authorized share capital may be increased or reduced by way of an ordinary resolution of IR-Ireland’s shareholders. The shares comprising the authorized share capital of IR-Ireland may be divided into shares of such par value as the resolution shall prescribe.

The rights and restrictions to which the ordinary shares will be subject will be prescribed in IR-Ireland’s articles of association. IR-Ireland’s articles of association entitle the board of directors, without shareholder approval, to determine the terms of the preferred shares issued by IR-Ireland. The IR-Ireland board of directors is authorized, without obtaining any vote or consent of the holders of any class or series of shares unless expressly provided by the terms of that class or series or shares, to provide from time to time for the issuance of other classes or series of preferred shares and to establish the characteristics of each class or series, including the number of shares, designations, relative voting rights, dividend rights, liquidation and other rights, redemption, repurchase or exchange rights and any other preferences and relative, participating, optional or other rights and limitations not inconsistent with applicable law.

Irish law does not recognize fractional shares held of record; accordingly, IR-Ireland’s articles of association do not provide for the issuance of fractional shares of IR-Ireland, and the official Irish register of IR-Ireland will not reflect any fractional shares.

Issued Share Capital . Immediately prior to the Transaction, the issued share capital of IR-Ireland was €40,000, comprised of 40,000 ordinary shares with a par value of €1 per share (the “Euro Share Capital”). In connection with the consummation of the Transaction, the Euro Share Capital was acquired by IR-Ireland and was then cancelled by IR-Ireland. At the Transaction Time, IR-Ireland then issued approximately 319,166,000 ordinary shares with a par value of $1.00 each to the holders of IR-Bermuda Class A common shares immediately prior to the Transaction Time. All shares issued on completion of the Transaction were issued as fully paid up.

Pre-emption Rights, Share Warrants and Share Options

Certain statutory pre-emption rights apply automatically in favor of IR-Ireland’s shareholders where shares in IR-Ireland are to be issued for cash. However, IR-Ireland has opted out of these pre-emption rights in its articles of association as permitted under Irish company law. Because Irish law requires this opt-out to be renewed every five years by a special resolution of the shareholders, IR-Ireland’s articles of association provide that this opt-out must be so renewed. A special resolution requires not less than 75% of the votes of IR-Ireland’s shareholders cast at

a general meeting. If the opt-out is not renewed, shares issued for cash must be offered to pre-existing shareholders of IR-Ireland pro rata to their existing shareholding before the shares can be issued to any new shareholders. The statutory pre-emption rights do not apply where shares are issued for non-cash consideration and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution).

The articles of association of IR-Ireland provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which IR-Ireland is subject, the board is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the board deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Irish Companies Acts provide that directors may issue share warrants or options without shareholder approval once authorized to do so by the articles of association or an ordinary resolution of shareholders. The board may issue shares upon exercise of warrants or options without shareholder approval or authorization.

IR-Ireland is subject to the rules of the NYSE that require shareholder approval of certain share issuances.

Dividends

Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves, broadly, means the accumulated realized profits of IR-Ireland less accumulated realized losses of IR-Ireland. In addition, no distribution or dividend may be made unless the net assets of IR-Ireland are equal to, or in excess of, the aggregate of IR-Ireland’s called up share capital plus undistributable reserves and the distribution does not reduce IR-Ireland’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which IR-Ireland’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed IR-Ireland’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.

The determination as to whether or not IR-Ireland has sufficient distributable reserves to fund a dividend must be made by reference to “relevant accounts” of IR-Ireland. The “relevant accounts” will be either the last set of unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance with the Irish Companies Acts, which give a “true and fair view” of IR-Ireland’s unconsolidated financial position and accord with accepted accounting practice. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

Although our shareholders have approved the creation of distributable reserves, IR-Ireland will not have any distributable reserves until the creation of such distributable reserves is approved by the Irish High Court. We are currently taking steps to receive the approval from the Irish High Court. Although we are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves, the issuance of the required order is a matter for the discretion of the Irish High Court and there is no guarantee that such approval will be forthcoming. Even if the Irish High Court does approve the creation of distributable reserves, it may take substantially longer than we anticipate.

The mechanism as to who declares a dividend and when a dividend shall become payable is governed by the articles of association of IR-Ireland. IR-Ireland’s articles of association authorize the directors to declare such dividends as appear justified from the profits of IR-Ireland without the approval of the shareholders at a general meeting. The board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors. The dividends can be declared and paid in the form of cash or non-cash assets.

The directors of IR-Ireland may deduct from any dividend payable to any member all sums of money (if any) payable by such member to IR-Ireland in relation to the shares of IR-Ireland.

The directors of IR-Ireland are also entitled to issue shares with preferred rights to participate in dividends declared by IR-Ireland. The holders of such preferred shares may, depending on their terms, be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to ordinary shareholders.

Share Repurchases, Redemptions and Conversions

Overview

Article 3(d) of IR-Ireland’s articles of association provides that any ordinary share which IR-Ireland has acquired or agreed to acquire shall be deemed to be a redeemable share. Accordingly, for Irish company law purposes, the repurchase of ordinary shares by IR-Ireland will technically be effected as a redemption of those shares as described below under “—Repurchases and Redemptions by IR-Ireland” If the articles of association of IR-Ireland did not contain Article 3(d), repurchases by IR-Ireland would be subject to many of the same rules that apply to purchases of IR-Ireland shares by subsidiaries described below under “—Purchases by Subsidiaries of IR-Ireland,” including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange.” Except where otherwise noted, when we refer elsewhere in this Form 8-K to repurchasing or buying back ordinary shares of IR-Ireland, we are referring to the redemption of ordinary shares by IR-Ireland pursuant to Article 3(d) of the articles of association or the purchase of ordinary shares of IR-Ireland by a subsidiary of IR-Ireland, in each case in accordance with the IR-Ireland articles of association and Irish company law as described below.

Repurchases and Redemptions by IR-Ireland

Under Irish law, a company can issue redeemable shares and redeem them out of distributable reserves (which are described above under “—Dividends”) or the proceeds of a new issue of shares for that purpose. Although IR-Ireland currently does not have any distributable reserves, we are taking steps to create such distributable reserves. Please see “—Dividends.” The issue of redeemable shares may only be made by IR-Ireland where the nominal value of the issued share capital that is not redeemable is not less than 10% of the nominal value of the total issued share capital of IR-Ireland. All redeemable shares must also be fully paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury. Shareholder approval will not be required to redeem IR-Ireland shares.

The board of directors of IR-Ireland will also be entitled to issue preferred shares which may be redeemed at the option of either IR-Ireland or the shareholder, depending on the terms of such preferred shares. Please see “—Capital Structure—Authorized Share Capital” above for additional information on redeemable shares.

Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by IR-Ireland at any time must not exceed 10% of the nominal value of the issued share capital of IR-Ireland. While IR-Ireland holds shares as treasury shares, it cannot exercise any voting rights in respect of those shares. Treasury shares may be cancelled by IR-Ireland or re-issued subject to certain conditions.

Purchases by Subsidiaries of IR-Ireland

Under Irish law, it may be permissible for an Irish or non-Irish subsidiary to purchase shares of IR-Ireland either on-market or off-market. A general authority of the shareholders of IR-Ireland is required to allow a subsidiary of IR-Ireland to make on-market purchases of IR-Ireland shares; however, as long as this general authority has been granted, no specific shareholder authority for a particular on-market purchase by a subsidiary of IR-Ireland shares is required. We expect that IR-Ireland will seek such general authority, which must expire no later than 18 months after the date on which it was granted, at the first annual general meeting of IR-Ireland in 2010 and at subsequent annual general meetings. In order for a subsidiary of IR-Ireland to make an on-market purchase of IR-Ireland’s shares, such shares must be purchased on a “recognized stock exchange.” The NYSE, on which the shares of IR-Ireland are listed, is not currently specified as a recognized stock exchange for this purpose by Irish company law. We understand, however, that it is likely that the Irish authorities will take appropriate steps in the near future to add the NYSE to the list of recognized stock exchanges. For an off-market purchase by a subsidiary of IR-Ireland, the proposed purchase contract must be authorized by special resolution of the shareholders of IR-Ireland before the

contract is entered into. The person whose shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution, the purchase contract must be on display or must be available for inspection by shareholders at the registered office of IR-Ireland.

The number of shares held by the subsidiaries of IR-Ireland at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of the issued share capital of IR-Ireland. While a subsidiary holds shares of IR-Ireland, it cannot exercise any voting rights in respect of those shares. The acquisition of the shares IR-Ireland by a subsidiary must be funded out of distributable reserves of the subsidiary.

Existing Share Repurchase Program

The board of directors of IR-Bermuda has previously authorized a program to repurchase up to $4 billion of its Class A common shares. The board of directors of IR-Ireland elected to continue IR-Bermuda’s share repurchase program. As a result, IR-Ireland and its subsidiaries are authorized to purchase shares up to an aggregate amount not to exceed $2 billion.

As noted above, because repurchases of IR-Ireland shares by IR-Ireland will technically be effected as a redemption of those shares pursuant to Article 3(d) of the articles of association, such repurchases may be made whether or not the NYSE is a “recognized stock exchange” and shareholder approval for such repurchases will not be required.

However, because purchases of IR-Ireland shares by subsidiaries of IR-Ireland may be made only on a “recognized stock exchange” and only if the required shareholder approval has been obtained, we expect that the shareholder authorization for purchases by subsidiaries of IR-Ireland described above will be effective as of the date on which the NYSE becomes a recognized stock exchange for this purpose. This authorization will lapse on the date of the 2010 annual general meeting of IR-Ireland, at which time we expect that we would seek shareholder approval to renew this authorization.

Bonus Shares

Under IR-Ireland’s articles of association, the board may resolve to capitalize any amount credited to any reserve or fund available for distribution or the share premium account of IR-Ireland for issuance and distribution to shareholders as fully paid up bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.

Consolidation and Division; Subdivision

Under its articles of association, IR-Ireland may by ordinary resolution consolidate and divide all or any of its share capital into shares of larger par value than its existing shares or subdivide its shares into smaller amounts than is fixed by its articles of association.

Reduction of Share Capital

IR-Ireland may, by ordinary resolution, reduce its authorized share capital in any way. IR-Ireland also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital in any way. The distributable reserves proposal discussed above in “—Dividends” involves a reduction of share capital, namely the share premium account of IR-Ireland, for purposes of Irish law.

General Meetings of Shareholders

IR-Ireland will be required to hold an annual general meeting within eighteen months of incorporation and at intervals of no more than fifteen months thereafter, provided that an annual general meeting is held in each calendar year following the first annual general meeting, no more than nine months after IR-Ireland’s fiscal year-end. The first annual general meeting of IR-Ireland may be held outside Ireland. Thereafter, any annual general

meeting may be held outside Ireland if a resolution so authorizing has been passed at the preceding annual general meeting. Because of the fifteen-month requirement described in this paragraph, IR-Ireland’s articles of association include a provision reflecting this requirement of Irish law. At any annual general meeting, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the board or (b) by any member entitled to vote at such meeting who complies with the procedures set forth in the articles of association.

Extraordinary general meetings of IR-Ireland may be convened by (i) the chairman of the board of directors, (ii) the board of directors, (iii) on requisition of the shareholders holding not less than 10% of the paid up share capital of IR-Ireland carrying voting rights or (iv) on requisition of IR-Ireland’s auditors. Extraordinary general meetings are generally held for the purposes of approving shareholder resolutions of IR-Ireland as may be required from time to time. At any extraordinary general meeting only such business shall be conducted as is set forth in the notice thereof.

Notice of a general meeting must be given to all shareholders of IR-Ireland and to the auditors of IR-Ireland. The articles of association of IR-Ireland provide that the maximum notice period is 60 days. The minimum notice periods are 21 days’ notice in writing for an annual general meeting or an extraordinary general meeting to approve a special resolution and 14 days’ notice in writing for any other extraordinary general meeting. Because of the 21-day and 14-day requirements described in this paragraph, IR-Ireland’s articles of association include provisions reflecting these requirements of Irish law.

In the case of an extraordinary general meeting convened by shareholders of IR-Ireland, the proposed purpose of the meeting must be set out in the requisition notice. The requisition notice can contain any resolution. Upon receipt of this requisition notice, the board of directors has 21 days to convene a meeting of IR-Ireland’s shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If the board of directors does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of the receipt of the requisition notice.

The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the presentation of the annual accounts, balance sheet and reports of the directors and auditors, the appointment of auditors and the fixing of the auditor’s remuneration (or delegation of same). If no resolution is made in respect of the reappointment of an auditor at an annual general meeting, the previous auditor will be deemed to have continued in office.

Directors are elected by the affirmative vote of a majority of the votes cast by shareholders at an annual general meeting and serve for one year terms. Any nominee for director who does not receive a majority of the votes cast is not elected to the board. However, because Irish law requires a minimum of two directors at all times, in the event that an election results in no director being elected, each of the two nominees receiving the greatest number of votes in favor of his or her election shall hold office until his or her successor shall be elected. In the event that an election results in only one director being elected, that director shall be elected and shall serve for a one year term, and the nominee receiving the greatest number of votes in favor of their election shall hold office until his or her successor shall be elected.

If the directors become aware that the net assets of IR-Ireland are half or less of the amount of IR-Ireland’s called-up share capital, the directors of IR-Ireland must convene an extraordinary general meeting of IR-Ireland’s shareholders not later than 28 days from the date that they learn of this fact. This meeting must be convened for the purposes of considering whether any, and if so what, measures should be taken to address the situation.

Voting

Where a poll is demanded at a general meeting, every shareholder shall have one vote for each ordinary share that he or she holds as of the record date for the meeting. Voting rights on a poll may be exercised by shareholders registered in IR-Ireland’s share register as of the record date for the meeting or by a duly appointed proxy of such a registered shareholder, which proxy need not be a shareholder. Where interests in shares are held by a nominee trust company, this company may exercise the rights of the beneficial holders on their behalf as their proxy. All proxies must be appointed in the manner prescribed by IR-Ireland’s articles of association. The articles of association of IR-Ireland permit the appointment of proxies by the shareholders to be notified to IR-Ireland electronically.

IR-Ireland’s articles of association provide that all resolutions shall be decided by a show of hands unless a poll is demanded by the Chairman, by at least three shareholders as of the record date for the meeting or by any shareholder or shareholders holding not less than 10% of the total voting rights of IR-Ireland as of the record date for the meeting. Each IR-Ireland ordinary shareholder of record as of the record date for the meeting has one vote at a general meeting on a show of hands.

In accordance with the articles of association of IR-Ireland, the directors of IR-Ireland may from time to time cause IR-Ireland to issue preferred shares. These preferred shares may have such voting rights as may be specified in the terms of such preferred shares (e.g., they may carry more votes per share than ordinary shares or may entitle their holders to a class vote on such matters as may be specified in the terms of the preferred shares).

Treasury shares will not be entitled to vote at general meetings of shareholders.

Irish company law requires “special resolutions” of the shareholders at a general meeting to approve certain matters. A special resolution requires not less than 75% of the votes cast of IR-Ireland’s shareholders at a general meeting. This may be contrasted with “ordinary resolutions,” which require a simple majority of the votes of IR-Ireland’s shareholders cast at a general meeting. Examples of matters requiring special resolutions include:

•

Amending the objects of IR-Ireland;

•

Amending the articles of association of IR-Ireland;

•

Approving the change of name of IR-Ireland;

•

Authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or connected person;

•

Opting out of pre-emption rights on the issuance of new shares;

•

Re-registration of IR-Ireland from a public limited company as a private company;

•

Variation of class rights attaching to classes of shares;

•

Purchase of own shares off-market;

•

The reduction of share capital;

•

Resolving that IR-Ireland be wound up by the Irish courts;

•

Resolving in favor of a shareholders’ voluntary winding-up;

•

Re-designation of shares into different share classes; and

•

Setting the re-issue price of treasury shares.

A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of: (1) 75% of the voting shareholders by value; and (2) 50% in number of the voting shareholders, at a meeting called to approve the scheme.

Variation of Rights Attaching to a Class or Series of Shares

Variation of all or any special rights attached to any class or series of shares of IR-Ireland is addressed in the articles of association of IR-Ireland as well as the Irish Companies Acts. Any variation of class rights attaching to the issued shares of IR-Ireland must be approved by a special resolution of the shareholders of the class or series affected.

Quorum for General Meetings

The presence, in person or by proxy, of the holders of a majority of the IR-Ireland ordinary shares outstanding constitutes a quorum for the conduct of business. No business may take place at a general meeting of IR-Ireland if a quorum is not present in person or by proxy. The board of directors has no authority to waive quorum requirements stipulated in the articles of association of IR-Ireland. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum in respect of the proposals.

Inspection of Books and Records

Under Irish law, shareholders have the right to: (i) receive a copy of the memorandum and articles of association of IR-Ireland and any act of the Irish government which alters the memorandum of association of IR-Ireland; (ii) inspect and obtain copies of the minutes of general meetings and resolutions of IR-Ireland; (iii) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by IR-Ireland; (iv) receive copies of balance sheets and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (v) receive balance sheets of a subsidiary company of IR-Ireland which have previously been sent to shareholders prior to an annual general meeting for the preceding ten years. The auditors of IR-Ireland will also have the right to inspect all books, records and vouchers of IR-Ireland. The auditors’ report must be circulated to the shareholders with audited consolidated annual financial statements of IR-Ireland prepared in accordance with International Financial Reporting Standards 21 days before the annual general meeting and must be read to the shareholders at IR-Ireland’s annual general meeting.

Acquisitions

There are a number of mechanisms for acquiring an Irish public limited company, including:

(a)

a court-approved scheme of arrangement under the Irish Companies Acts. A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of: (1) 75% of the voting shareholders by value; and (2) 50% in number of the voting shareholders, at a meeting called to approve the scheme;

(b)

through a tender offer by a third party for all of the shares of IR-Ireland. Where the holders of 80% or more of IR-Ireland’s shares have accepted an offer for their shares in IR-Ireland, the remaining shareholders may be statutorily required to also transfer their shares. If the bidder does not exercise its “squeeze out” right, then the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms. If shares of IR-Ireland were listed on the Irish Stock Exchange or another regulated stock exchange in the European Union (the “EU”), this threshold would be increased to 90%; and

(c)

it is also possible for IR-Ireland to be acquired by way of a merger with an EU-incorporated public company under the EU Cross Border Merger Directive 2005/56. Such a merger must be approved by a special resolution. If IR-Ireland is being merged with another EU public company under the EU Cross Border Merger Directive 2005/56 and the consideration payable to IR-Ireland’s shareholders is not all in the form of cash, IR-Ireland’s shareholders may be entitled to require their shares to be acquired at fair value.

Under Irish law, there is no requirement for a company’s shareholders to approve a sale, lease or exchange of all or substantially all of a company’s property and assets. However, IR-Ireland’s articles of association provide that the affirmative vote of the holders of a majority of the outstanding voting shares on the relevant record date is required to approve a sale, lease or exchange of all or substantially all of its property or assets.

Appraisal Rights

Generally, under Irish law, shareholders of an Irish company do not have appraisal rights. Under the EC (Cross-Border Mergers) Regulations 2008 governing the merger of an Irish public limited company and a company incorporated in the European Economic Area, a shareholder (a) who voted against the special resolution approving the merger or (b) of a company in which 90% of the shares is held by the other company the party to the merger of the transferor company has the right to request that the company acquire its shares for cash.

Disclosure of Interests in Shares

Under the Irish Companies Acts, there is a notification requirement for shareholders who acquire or cease to be interested in 5% of the shares of an Irish public limited company. A shareholder of IR-Ireland must therefore make such a notification to IR-Ireland if as a result of a transaction the shareholder will be interested in 5% or more of the shares of IR-Ireland; or if as a result of a transaction a shareholder who was interested in more than 5% of the shares of IR-Ireland ceases to be so interested. Where a shareholder is interested in more than 5% of the shares of IR-Ireland, any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction, must be notified to IR-Ireland. The relevant percentage figure is calculated by reference to the aggregate par value of the shares in which the shareholder is interested as a proportion of the entire par value of IR-Ireland’s share capital. Where the percentage level of the shareholder’s interest does not amount to a whole percentage, this figure may be rounded down to the next whole number. All such disclosures should be notified to IR-Ireland within 5 business days of the transaction or alteration of the shareholder’s interests that gave rise to the requirement to notify. Where a person fails to comply with the notification requirements described above no right or interest of any kind whatsoever in respect of any shares in IR-Ireland concerned, held by such person, shall be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the court to have the rights attaching to the shares concerned reinstated.

In addition to the above disclosure requirement, IR-Ireland, under the Irish Companies Acts, may by notice in writing require a person whom IR-Ireland knows or has reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued, to have been interested in shares comprised in IR-Ireland’s relevant share capital to: (a) indicate whether or not it is the case, and (b) where such person holds or has during that time held an interest in the shares of IR-Ireland, to give such further information as may be required by IR-Ireland including particulars of such person’s own past or present interests in shares of IR-Ireland. Any information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice.

Where such a notice is served by IR-Ireland on a person who is or was interested in shares of IR-Ireland and that person fails to give IR-Ireland any information required within the reasonable time specified, IR-Ireland may apply to court for an order directing that the affected shares be subject to certain restrictions. Under the Irish Companies Acts, the restrictions that may be placed on the shares by the court are as follows:

(a)

any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued with shares and any issue of shares, shall be void;

(b)

no voting rights shall be exercisable in respect of those shares;

(c)

no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and

(d)

no payment shall be made of any sums due from IR-Ireland on those shares, whether in respect of capital or otherwise.

Where the shares in IR-Ireland are subject to these restrictions, the court may order the shares to be sold and may also direct that the shares shall cease to be subject to these restrictions.

Anti-Takeover Provisions

Business Combinations with Interested Shareholders

As provided in IR-Ireland’s articles of association, the affirmative vote of the holders of 80% of the shares then in issue of all classes of shares entitled to vote considered for purposes of this provision as one class, is required for IR-Ireland to engage in any “business combination” with any interested shareholder (generally, a 10% or greater shareholder), provided that the above vote requirement does not apply to:

•

any business combination with an interested shareholder that has been approved by the board of directors; or

•

any agreement for the amalgamation, merger or consolidation of any of IR-Ireland’s subsidiaries with IR-Ireland or with another of IR-Ireland’s subsidiaries if (1) the relevant provisions of IR-Ireland’s articles of association will not be changed or otherwise affected by or by virtue of the amalgamation, merger or consolidation and (2) the holders of greater than 50% of the voting power of IR-Ireland or the subsidiary, as appropriate, immediately prior to the amalgamation, merger or consolidation continue to hold greater than 50% of the voting power of the amalgamated company immediately following the amalgamation, merger or consolidation.

IR-Ireland’s articles of association provide that “business combination” means:

•

any amalgamation, merger or consolidation of IR-Ireland or one of IR-Ireland’s subsidiaries with an interested shareholder or with any person that is, or would be after such amalgamation, merger or consolidation, an affiliate or associate of an interested shareholder;

•

any transfer or other disposition to or with an interested shareholder or any affiliate or associate of an interested shareholder of all or any material part of the assets IR-Ireland or one of IR-Ireland’s subsidiaries; and

•

any issuance or transfer of IR-Ireland’s shares upon conversion of or in exchange for the securities or assets of any interested shareholder, or with any company that is, or would be after such merger or consolidation, an affiliate or associate of an interested shareholder.

Irish Takeover Rules and Substantial Acquisition Rules

A transaction by virtue of which a third party is seeking to acquire 30% or more of the voting rights of IR-Ireland will be governed by the Irish Takeover Panel Act 1997 and the Irish Takeover Rules made thereunder and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.

General Principles

The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel:

•

in the event of an offer, all classes of shareholders of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;

•

the holders of securities in the target company must have sufficient time to allow them to make an informed decision regarding the offer;

•

the board of a company must act in the interests of the company as a whole. If the board of the target company advises the holders of securities as regards the offer it must advise on the effects of the implementation of the offer on employment, employment conditions and the locations of the target company’s place of business;

•

false markets in the securities of the target company or any other company concerned by the offer must not be created;

•

a bidder can only announce an offer after ensuring that he or she can fulfill in full the consideration offered;

•

a target company may not be hindered longer than is reasonable by an offer for its securities. This is a recognition that an offer will disrupt the day-to-day running of a target company particularly if the offer is hostile and the board of the target company must divert its attention to resist the offer; and

•

a “substantial acquisition” of securities (whether such acquisition is to be effected by one transaction or a series of transactions) will only be allowed to take place at an acceptable speed and shall be subject to adequate and timely disclosure.

Mandatory Bid

If an acquisition of shares were to increase the aggregate holding of an acquirer and its concert parties to shares carrying 30% or more of the voting rights in IR-Ireland, the acquirer and, depending on the circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make a cash offer for the outstanding shares at a price not less than the highest price paid for the shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by an acquisition of shares by a person holding (together with its concert parties) shares carrying between 30% and 50% of the voting rights in IR-Ireland if the effect of such acquisition were to increase the percentage of the voting rights held by that person (together with its concert parties) by 0.05% within a twelve-month period. A single holder (that is, a holder excluding any parties acting in concert with the holder) holding more than 50% of the voting rights of a company is not subject to this rule.

Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

A voluntary offer is an offer that is not a mandatory offer. If a bidder or any of its concert parties acquire ordinary shares of IR-Ireland within the period of three months prior to the commencement of the offer period, the offer price must be not less than the highest price paid for IR-Ireland ordinary shares by the bidder or its concert parties during that period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, having regard to the General Principles, believes it is appropriate to do so.

If the bidder or any of its concert parties has acquired ordinary shares of IR-Ireland (i) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of the total ordinary shares of IR-Ireland or (ii) at any time after the commencement of the offer period, the offer shall be in cash (or accompanied by a full cash alternative) and the price per IR-Ireland ordinary share shall be not less than the highest price paid by the bidder or its concert parties during, in the case of (i), the period of 12 months prior to the commencement of the offer period and, in the case of (ii), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total ordinary shares of IR-Ireland in the 12 month period prior to the commencement of the offer period if the Panel, having regard to the General Principles, considers it just and proper to do so.

An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

Substantial Acquisition Rules

The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of IR-Ireland. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of IR-Ireland is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of IR-Ireland and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

Frustrating Action

Under the Irish Takeover Rules, the board of directors of IR-Ireland is not permitted to take any action which might frustrate an offer for the shares of IR-Ireland once the board of directors has received an approach which may lead to an offer or has reason to believe an offer is imminent except as noted below. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which the board has reason to believe an offer is imminent. Exceptions to this prohibition are available where:

(a)

the action is approved by IR-Ireland’s shareholders at a general meeting; or

(b)

with the consent of the Irish Takeover Panel where:

(i)

the Irish Takeover Panel is satisfied the action would not constitute a frustrating action;

(ii)

the holders of 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting;

(iii)

in accordance with a contract entered into prior to the announcement of the offer; or

(iv)

the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

For other provisions that could be considered to have an anti-takeover effect, please see above at “—Pre-emption Rights, Share Warrants and Share Options” and “—Disclosure of Interests in Shares,” in addition to “—Corporate Governance” below.

Corporate Governance

The articles of association of IR-Ireland allocate authority over the management of IR-Ireland to the board of directors. The board of directors may then delegate management of IR-Ireland to committees of the board, executives or to a management team, but regardless, the directors will remain responsible, as a matter of Irish law, for the proper management of the affairs of IR-Ireland. IR-Ireland currently has an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and a Finance Committee. IR-Ireland has also adopted the Corporate Governance Guidelines of IR-Bermuda.

Legal Name; Formation; Fiscal Year; Registered Office

The legal and commercial name of the newly formed Irish company is Ingersoll-Rand public limited company. IR-Ireland was incorporated in Ireland, as a public limited company on April 1, 2009 with company registration number 469272. IR-Ireland’s fiscal year ends on December 31 and IR-Ireland’s registered address is 170/175 Lakeview Dr., Airside Business Park, Swords, Co. Dublin, Ireland.

Duration; Dissolution; Rights upon Liquidation

IR-Ireland’s duration will be unlimited. IR-Ireland may be dissolved at any time by way of either a shareholders’ voluntary winding up or a creditors’ voluntary winding up. In the case of a shareholders’ voluntary winding up, the consent of not less than 75% of the shareholders of IR-Ireland is required. IR-Ireland may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure where IR-Ireland has failed to file certain returns.

The rights of the shareholders to a return of IR-Ireland’s assets on dissolution or winding up, following the settlement of all claims of creditors, may be prescribed in IR-Ireland’s articles of association or the terms of any preferred shares issued by the directors of IR-Ireland from time to time. The holders of preferred shares in particular may have the right to priority in a dissolution or winding up of IR-Ireland. If the articles of association contain no specific provisions in respect of a dissolution or winding up then, subject to the priorities or any creditors, the assets will be distributed to shareholders in proportion to the paid-up par value of the shares held. IR-Ireland’s articles of association provide that the ordinary shareholders of IR-Ireland are entitled to participate pro rata in a winding up, but their right to do so may be subject to the rights of any preferred shareholders to participate under the terms of any series or class of preferred shares.

Uncertificated Shares

Holders of ordinary shares of IR-Ireland will not have the right to require IR-Ireland to issue certificates for their shares. IR-Ireland will only issue uncertificated ordinary shares.

Stock Exchange Listing

The IR-Ireland ordinary shares are listed on the NYSE under the symbol “IR.” We do not plan for IR-Ireland’s ordinary shares to be listed on the Irish Stock Exchange at the present time.

No Sinking Fund

The ordinary shares have no sinking fund provisions.

No Liability for Further Calls or Assessments

All of our issued ordinary shares are duly and validly issued and fully paid.

Transfer and Registration of Shares

IR-Ireland’s share register will be maintained by its transfer agent. Registration in this share register will be determinative of membership in IR-Ireland. A shareholder of IR-Ireland who holds shares beneficially will not be the holder of record of such shares. Instead, the depository (for example, Cede & Co., as nominee for DTC) or other nominee will be the holder of record of such shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through a depository or other nominee will not be registered in IR-Ireland’s official share register, as the depository or other nominee will remain the record holder of such shares.

A written instrument of transfer is required under Irish law in order to register on IR-Ireland’s official share register any transfer of shares (i) from a person who holds such shares directly to any other person, (ii) from a person who holds such shares beneficially to a person who holds such shares directly, or (iii) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer also is required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on IR-Ireland’s official Irish share register.

We currently intend to pay (or cause one of our affiliates to pay) stamp duty in connection with share transfers made in the ordinary course of trading by a seller who holds shares directly to a buyer who holds the acquired shares beneficially. In other cases IR-Ireland may, in its absolute discretion, pay (or cause one of its affiliates to pay) any stamp duty. IR-Ireland’s articles of association provide that, in the event of any such payment, IR-Ireland (i) may seek reimbursement from the transferor or transferee (at our discretion), (ii) may set-off the amount of the stamp duty against future dividends payable to the transferor or transferee (at our discretion), and (iii) will have a lien against the IR-Ireland shares on which we have paid stamp duty. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in IR-Ireland shares has been paid unless one or both of such parties is otherwise notified by us.

IR-Ireland’s articles of association delegate to IR-Ireland’s secretary the authority to execute an instrument of transfer on behalf of a transferring party. In order to help ensure that the official share register is regularly updated to reflect trading of IR-Ireland shares occurring through normal electronic systems, we intend to regularly produce any required instruments of transfer in connection with any transactions for which we pay stamp duty (subject to the reimbursement and set-off rights described above). In the event that we notify one or both of the parties to a share transfer that we believe stamp duty is required to be paid in connection with such transfer and that we will not pay such stamp duty, such parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from IR-Ireland for this purpose) or request that IR-Ireland execute an instrument of transfer on behalf of the transferring party in a form determined by IR-Ireland. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent required) and then provide it to IR-Ireland’s transfer agent, the transferee will be registered as the legal owner of the relevant shares on IR-Ireland’s official Irish share register (subject to the matters described below).

The directors of IR-Ireland have general discretion to decline to register an instrument of transfer unless the transfer is in respect of one class of share only.

The registration of transfers may be suspended by the directors at such times and for such period, not exceeding in the whole 30 days in each year, as the directors may from time to time determine.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

3.1		Memorandum of Association of Ingersoll-Rand plc, an Irish public limited company.

3.2		Articles of Association of Ingersoll-Rand plc, an Irish public limited company.

3.3		Certificate of Incorporation of Ingersoll-Rand plc, an Irish public limited company.

4.1		Fourth Supplemental Indenture, dated as of June 29, 2009, among Ingersoll-Rand Global Holding Company Limited, a Bermuda exempted company, Ingersoll-Rand Company Limited, a Bermuda exempted company, Ingersoll-Rand International Holding Limited, a Bermuda exempted company, Ingersoll-Rand plc, an Irish public limited company, and Wells Fargo Bank, N.A., as Trustee, to the Indenture dated as of August 12, 2008.

4.2		First Supplemental Indenture, dated as of June 29, 2009, among Ingersoll-Rand Company Limited, a Bermuda exempted company, Ingersoll-Rand Company, a New Jersey corporation, Ingersoll-Rand International Holding Limited, a Bermuda exempted company, Ingersoll-Rand plc, an Irish public limited company, and Wells Fargo Bank, N.A., as Trustee, to the Indenture dated as of May 24, 2005.

4.3		Fifth Supplemental Indenture, dated as of June 29, 2009, among Ingersoll-Rand Company, a New Jersey corporation, Ingersoll-Rand plc, an Irish public limited company, Ingersoll-Rand International Holding Limited, a Bermuda exempted company, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of August 1, 1986.


Exhibit Number		Description

10.1		Addendum, dated as of July 1, 2009, between Ingersoll-Rand plc and JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement, to the Credit Agreement dated as of June 27, 2008.

10.2		Addendum, dated as of July 1, 2009, between Ingersoll-Rand plc and JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement, to the Credit Agreement dated as of August 12, 2005.

10.3		Addendum, dated as of July 1, 2009, between Ingersoll-Rand International Holding Limited and JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement, to the Credit Agreement dated as of June 27, 2008.

10.4		Addendum, dated as of July 1, 2009, between Ingersoll-Rand International Holding Limited and JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement, to the Credit Agreement dated as of August 12, 2005.

10.5		Deed Poll Indemnity of Ingersoll-Rand plc, an Irish public limited company, as to the directors, secretary and officers and senior executives of Ingersoll-Rand plc and the directors and officers of Ingersoll-Rand plc’s subsidiaries.

10.6		Deed Poll Indemnity of Ingersoll-Rand Company Limited, a Bermuda company, as to the directors, secretary and officers and senior executives of Ingersoll-Rand plc and the directors and officers of Ingersoll-Rand plc’s subsidiaries.

10.7		Ingersoll-Rand Company Incentive Stock Plan of 1995 (amended and restated effective July 1, 2009).

10.8		Ingersoll-Rand plc Incentive Stock Plan of 1998 (amended and restated as of July 1, 2009).

10.9		IR Executive Deferred Compensation Plan (as amended and restated effective July 1, 2009).

10.10		IR Executive Deferred Compensation Plan II (as amended and restated effective July 1, 2009).

10.11		IR-plc Director Deferred Compensation and Stock Award Plan (as amended and restated effective July 1, 2009).

10.12		IR-plc Director Deferred Compensation and Stock Award Plan II (as amended and restated effective July 1, 2009).

10.13		Ingersoll-Rand Company Supplemental Employee Savings Plan (amended and restated effective July 1, 2009).

10.14		Ingersoll-Rand Company Supplemental Employee Savings Plan II (effective January 1, 2005 and amended and restated through July 1, 2009).

10.15		Ingersoll-Rand plc Incentive Stock Plan of 2007 (amended and restated as of July 1, 2009).

10.16		Ingersoll Rand plc Incentive Stock Plan of 2007—Rules for the Grant of Options to Participants in France (as amended and restated effective July 1, 2009).

10.17		Trane Inc. 2002 Omnibus Incentive Plan (restated to include all amendments through July 1, 2009).

10.18		Trane Inc. Stock Incentive Plan (restated to include all amendments through July 1, 2009).

10.19		Trane Inc. Deferred Compensation Plan (as amended and restated as of July 1, 2009, except where otherwise stated).

10.20		Trane Inc. Supplemental Savings Plan (restated to include all amendments through July 1, 2009).

10.21		First Amendment to the Ingersoll-Rand Company Supplemental Pension Plan, dated as of July 1, 2009.

10.22		First Amendment to the Ingersoll-Rand Company Supplemental Pension Plan II, dated as of July 1, 2009.

10.23		Amendment to the Ingersoll-Rand Company Management Incentive Unit Plan, dated as of July 1, 2009.

10.24		Second Amendment to the Ingersoll-Rand Company Elected Officer Supplemental Program, dated as of July 1, 2009.

10.25		First Amendment to the Ingersoll-Rand Company Elected Officer Supplemental Program II through July 1, 2009.

10.26		Second Amendment to the Ingersoll-Rand Company Estate Enhancement Program, dated as of July 1, 2009.

99.1		Press Release dated July 1, 2009.

SIGNATURES

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


	INGERSOLL-RAND PLC

DATE: July 1, 2009	By:	/s/ Patricia Nachtigal
		Patricia Nachtigal
		Senior Vice President and General Counsel

Exhibit 3.1

Cert. No.: 469272

Companies Acts 1963 to 2006

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

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INGERSOLL-RAND PUBLIC LIMITED COMPANY

1.	The name of the Company is Ingersoll-Rand public limited company.

2.	The Company is to be a public limited company.

3.	The objects for which the Company is established are:


(I) (a)		To carry on the business of a diversified, global company that provides products, services and solutions and increases productivity and efficiency through the design, manufacture, sale and service of industrial and commercial products, and to do all things usually dealt in by persons carrying on the above mentioned businesses or any of them or likely to be required in connection with any of the said businesses.

(b)		To carry on the business of a holding company and to co-ordinate the administration, finances and activities of any subsidiary companies or associated companies, to do all lawful acts and Minas whatever that are necessary or convenient in carrying on the business of such a holding, company and in particular to carry on in all its branches the business of a management services company, to act as managers and to direct or coordinate the management of other companies or of the business, property and estates of any company or person and to undertake and carry out all such services in connection therewith as may be deemed expedient by the Company’s board of directors and to exercise its powers as a shareholder of other companies.

(c)		To acquire the entire issued share capital of Ingersoll-Rand Company Limited, a Bermudan registered company.

(2)

To acquire shares, stocks, debentures, debenture stock, bonds, obligations and securities by original subscription, tender, purchase, exchange or otherwise and to subscribe for the same either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.

(3)

To facilitate and encourage the creation, issue or conversion of and to offer for public subscription debentures, debenture stocks, bonds, obligations, shares, stocks, and securities and to act as trustees in connection with any such securities and to take part in the conversion of business concerns and undertakings into companies.

(4)

To purchase or by any other means acquire any freehold, leasehold or other property and in particular lands, tenements and hereditaments of any tenure, whether subject or not to any charges or incumbrances, for any estate or interest whatever, and any rights, privileges or easements over or in respect of any property, and any buildings, factories, mills, works, wharves, roads, machinery, engines, plant, live and dead stock, barges, vessels or things, and any real or personal property or rights whatsoever which may be necessary for, or may conveniently be used with, or may enhance the value or property of the Company, and to hold or to sell, let, alienate, mortgage, charge or otherwise deal with all or any such freehold, leasehold, or other property, lands, tenements or hereditaments, rights, privileges or easements.

(5)

To sell or otherwise dispose of any of the property or investments of the Company.

(6)

To establish and contribute to any scheme for the purchase of shares in the Company to be held for the benefit of the Company’s employees and to lend or otherwise provide money to such schemes or the Company’s employees or the employees of any of its subsidiary or associated companies to enable them to purchase shares of the Company.

(7)

To grant, convey, transfer or otherwise dispose of any property or asset of the Company of whatever nature or tenure for such price, consideration, sum or other return whether equal to or less than the market value thereof and whether by way of gift or otherwise as the Directors shall deem fit and to grant any fee, farm grant or lease or to enter into any agreement for letting or hire of any such property or asset for a rent or return equal to or less than the market or rack rent therefor or at no rent and subject to or free from covenants and restrictions as the Directors shall deem appropriate.

(8)

To acquire and undertake the whole or any part of the business, good-will and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which this Company is authorised to carry on, and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into any arrangement for sharing profits, or for co-operation, or for limiting competition or for mutual assistance with any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain or sell, mortgage or deal with any shares, debentures, debenture stock or securities so received.

(9)

To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, concessions and the like conferring any exclusive or non-exclusive or limited rights to use or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property, rights or information so acquired.

(10)

To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as directly to benefit this Company.

(11)

To invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may from time to time be determined.

(12)

To lend money to and guarantee the performance of the contracts or obligations of any company, firm or person, and the repayment of the capital and principal of, and dividends, interest or premiums payable on, any stock, shares and securities of any company, whether having objects similar to those of this Company or not, and to give all kinds of indemnities.

(13)

To engage in currency exchange and interest rate transactions including, but not limited to, dealings in foreign currency, spot and forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars and any other foreign exchange or interest rate hedging arrangements and such other instruments as are similar to, or derived from, any of the foregoing whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other exposure or for any other purpose.

(14)

To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (both present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of, any person, firm or company including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act, 1963 or a subsidiary as therein defined of any such holding company or otherwise associated with the Company in business.

(15)

To borrow or secure the payment of money in such manner as the Company shall think fit, and in particular by the issue of debentures, debenture stocks, bonds, obligations and securities of all kinds, either perpetual or terminable and either redeemable or otherwise and to secure the repayment of any money borrowed, raised or owing by trust deed, mortgage, charge, or lien upon the whole or any part of the Company’s property or assets (whether present or future) including its uncalled capital, and also by a similar trust deed, mortgage, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake.

(16)

To draw, make, accept, endorse, discount, execute, negotiate and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.

(17)

To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company, or carrying on any business capable of being conducted so as directly or indirectly to benefit this Company.

(18)

To hold in trust as trustees or as nominees and to deal with, manage and turn to account, any real or personal property of any kind, and in particular shares, stocks, debentures, securities, policies, book debts, claims and choses in actions, lands, buildings, hereditaments, business concerns and undertakings, mortgages, charges, annuities, patents, licences, and any interest in real or personal property, and any claims against such property or against any person or company.

(19)

To constitute any trusts with a view to the issue of preferred and deferred or other special stocks or securities based on or representing any shares, stocks and other assets specifically appropriated for the purpose of any such trust and to settle and regulate and if thought fit to undertake and execute any such trusts and to issue dispose of or hold any such preferred, deferred or other special stocks or securities.

(20)

To give any guarantee in relation to the payment of any debentures, debenture stock, bonds, obli ^g ations or securities and to guarantee the payment of interest thereon or of dividends on any stocks or shares of any company.

(21)

To construct, erect and maintain buildings, houses, flats, shops and all other works, erections, and things of any description whatsoever either upon the lands acquired by the Company or upon other lands and to hold, retain as investments or to sell, let, alienate, mortgage, charge or deal with all or any of the same and generally to alter, develop and improve the lands and other property of the Company.

(22)

To provide for the welfare of persons in the employment of or holding office under or formerly in the employment of or holding office under the Company including Directors and ex-Directors of the Company and the wives, widows and families, dependants or connections of such persons by grants of money, pensions or other payments and by forming and contributing to pension, provident or benefit funds or profit sharing or co-partnership schemes for the benefit of such persons and to form, subscribe to or otherwise aid charitable, benevolent, religious, scientific, national or other institutions, exhibitions or objects which shall have any moral or other claims to support or aid by the Company by reason of the locality of its operation or otherwise.

(23)

To remunerate by cash payments or allotment of shares or securities of the Company credited as fully paid up or otherwise any person or company for services rendered or to be rendered to the Company whether in the conduct or management of its business, or in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital, or any debentures or other securities of the Company or in or about the formation or promotion of the Company.

(24)

To enter into and carry into effect any arrangement for joint working in business or for sharing of profits or for amalgamation with any other company or association or any partnership or person carrying on any business within the objects of the Company.

(25)

To distribute in specie or otherwise as may be resolved, any assets of the Company among its members and in particular the shares, debentures or other securities of any other company belonging to this Company or of which this Company may have the power of disposing.

(26)

To vest any real or personal property, rights or interest acquired or belonging to the Company in any person or company on behalf of or for the benefit of the Company, and wi th or without any declared trust in favour of the Company.

(27)

To transact or carry on any business which may seem to be capable of being conveniently carried on in connection with any of these objects or calculated directly or indirectly to enhance the value of or facilitate the realisation of or render profitable any of the Company’s property or rights.

(28)

To accept stock or shares in or debentures, mortgages or securities of any other company in payment or part payment for any services rendered or for any sale made to or debt owing from any such company, whether such shares shall be wholly or partly paid up.

(29)

To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Company or which the Company shall consider to be preliminary thereto and to issue shares as fully or in part paid up, and to pay out of the funds of the Company all brokerage and charges incidental thereto.

(30)

To procure the Company to be registered or recognised in any foreign country or in any colony or dependency of any such foreign country.

(31)

To do all or any of the matters hereby authorised in any part of the world or in conjunction with or as trustee or agent for any other company or person or by or through any factors, trustees or agents.

(32)

To make gifts or grant bonuses to the Directors or any other persons who are or have been in the employment of the Company including substitute and alternate directors.

(33)

To do all such other things that the Company may consider incidental or conducive to the attainment of the above objects or as are usually carried on in connection therewith.

(34)

To carry on any business which the Company may lawfully engage in and to do all such things incidental or conducive to the business of the Company.

(35)

To make or receive gifts by way of capital contribution or otherwise.

The objects set forth in any sub-clause of this clause shall be regarded as independent objects and shall not, except, where the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any other sub-clause, or by the name of the Company. None of such sub-clauses or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned in the first sub-clause of this clause, but the Company shall have full power to exercise all or any of the powers conferred by any part of this clause in any part of the world notwithstanding that the business, property or acts proposed to be transacted, acquired or performed do not fall within the objects of the first sub-clause of this clause.

NOTE:

It is hereby declared that the word “company” in this clause, except where used in reference to this Company shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Ireland or elsewhere and the intention is that the objects specified in each paragraph of this clause shall except where otherwise expressed in such paragraph be in no way limited or restricted by reference to or inference from the terms of any other paragraph.

4.	The liability of the members is limited.

5.	The share capital of the Company is €40,000 and US$1,175,010,000 divided into 40,000 ordinary shares of €1 each, 1,175,000,000 ordinary shares of US$1 00 each and 10,000,000 preferred shares of US$0 001 each.

The shares forming the capital, increased or reduced, may be increased or reduced and be divided into such classes and issued with any special rights, privileges and conditions or with such qualifications as regards preference, dividend, capital, voting or other special incidents, and be held upon such terms as may be attached thereto or as may from time to time be provided by the original or any substituted or amended articles of association and regulations of the Company for the time being, but so that where shares are issued with any preferential or special rights attached thereto such rights shall not be alterable otherwise than pursuant to the provisions of the Company’s articles of association for the time being.

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association and we agree to take the number of shares in the capital of the company set opposite our respective names.


Names, addresses and descriptions of subscribers		Number of shares taken by each subscriber

For and on behalf of		Thirty Nine Thousand, Nine Hundred and
Ingersoll-Rand Company Limited		Ninety Four Ordinary Shares
Clarendon House
2 Church Street Hamilton, HM 11 Bermuda

For and on behalf of		One Ordinary Share
Ingersoll-Rand (Gibraltar) International Holding Limited
57/63 Line Wall Road, Gibraltar

For and on behalf of		One Ordinary Share
Ingersoll-Rand (Gibraltar) International United Limited
57/63 Line Wall Road, Gibraltar

For and on behalf of		One Ordinary Share
Ingersoll-Rand International Holding Limited
Clarendon House
2 Church Street Hamilton, HM 11 Bermuda

For and on behalf of		One Ordinary Share
Ingersoll-Rand Holdings & Finance International S.a.r.l
16, Avenue Pasteur
Grand Duchy of Luxembourg, L2311

For and on behalf of		One Ordinary Share
Ingersoll-Rand Treasury Ltd.
Clarendon House
2 Church Street Hamilton, HM 11 Bermuda



For and on behalf of		One Ordinary Share
Ingersoll-Rand Global Holding Company Limited
Clarendon House
2 Church Street Hamilton, HM 11 Bermuda

Dated

Exhibit 3.2

COMPANIES ACTS 1963 TO 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

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INGERSOLL-RAND PUBLIC LIMITED COMPANY

PRELIMINARY

1.	The regulations contained in Table A in the First Schedule to the Companies Act, 1963 shall not apply to the Company.

2.	(a) In these articles:


“Act”		means the Companies Act, 1963 (No. 3.3 of 1963) as amended by the Companies Acts 1977 to 2005 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, and all statutory instruments which are to be read as one with, or construed, or to be read together with the Companies Acts.

“1983 Act”		the Companies (Amendment) Act, 1983.

“1990 Act”		means the Companies Act 1990 (No. 33 of 1990).

“Acts”		means the Companies Acts 1963 to 2005 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, and all statutory instruments which are to be read as one with, or construed, or to be read together with the Companies Acts.

“address”		includes any number or address used for the purposes of communication by way of electronic mail or other electronic communication.

“Assistant Secretary”		means any person appointed by the Secretary from time to time to assist the Secretary.

“Clear Days”		in relation to the period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

“electronic communication”		has the meaning given to those words in the Electronic Commerce Act 2000.

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“electronic signature”		has the meaning given to those words in the Electronic Commerce Act 2000.

“Ordinary Resolution”		means an ordinary resolution of the Company’s members within the meaning of Section 141 of the Act.

“Redeemable Shares”		means redeemable shares in accordance with Section 206 of the 1990 Act.

“Register”		means the register of members to be kept as required in accordance with Section 116 of the Act.

“Special Resolution”		means a special resolution of the Company’s members within the meaning of Section 141 of the Act.

“the Company”		means the company whose name appears in the heading to these articles.

“the Directors” or “the Board”		means the directors from time to time and for the time being of the Company or the directors present at a meeting of the board of directors and includes any person occupying the position of director by whatever name called

“the Group”		means the Company and its subsidiaries from time to time and for the time being.

“the Holder”		in relation to any share, the member whose name is entered in the Register as the holder of the share or, where the context permits, the members whose names are entered in the Register as the joint holders of shares.

“the Office”		means the registered office from time to time and for the time being of the Company.

“the seal”		means the common seal of the Company.

“The Secretary”		means any person appointed to perform the duties of the secretary of the Company.

“these articles”		means the articles of association of which this article 2 forms part, as the same may be amended and may be from time to time and for the time being in force.

(b)

Expressions in these articles referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form except as provided in these articles and/or where it constitutes writing in electronic form sent to the Company, and the Company has agreed to its receipt in such form. Expressions in these articles referring to execution of any document shall include any mode of execution whether under seal or under hand or any mode of electronic signature as shall be approved by the Directors. Expressions in these articles referring to receipt of any electronic communications shall, unless the contrary intention appears, be limited to receipt in such manner as the Company has approved.

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(c)

Unless the contrary intention appears, words or expressions contained in these articles shall bear the same meaning as in the Acts or in any statutory modification thereof in force at the date at which these articles become binding on the Company.

(d)

References herein to any enactment shall mean such enactment as the same may be amended and may be from time to time and for the time being in force.

(e)

The masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall include the plural, and vice versa, and words importing persons shall include firms or companies.

(f)

Reference to US$, USD, or dollars shall mean the currency of the United States of America and to €, euro, EUR or cent shall mean the currency of Ireland.

SHARE CAPITAL AND VARIATION OF RIGHTS

3. (a)

The share capital of the Company is €40,000 and US$1,175,010,000 divided into 40,000 ordinary shares of €1 each, 1,175,000,000 ordinary shares of US$1.00 each and 10,000,000 preferred shares of US$0 001 each.

(b)

The rights and restrictions attaching to the ordinary shares shall be as follows:

(i)

subject to the right of the Company to set record dates for the purposes of determining the identity of members entitled to notice of and/or to vote at a general meeting and the authority of the Board and chairman of the meeting to maintain order and security, the right to attend any general meeting of the Company and to exercise one vote per ordinary share held at any general meeting of the Company:

(ii)

the right to participate pro rata in all dividends declared by the Company: and

(iii)

the right, in the event of the Company’s winding up, to participate pro rata in the total assets of the Company.

The rights attaching to the ordinary shares may be subject to the terms of issue of any series or class of preferred shares allotted by the Directors from time to time in accordance with article 3(c).

(c)

The Board is empowered to cause the preferred shares to be issued from time to time as shares of one or more series of preferred shares, and in the resolution or resolutions providing for the issue of shares of each particular series, before issuance, the Board is expressly authorised to fix:

(i)

the distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except as otherwise provided by the Board in creating such series) or decreased (but not below the number of shares thereof then in issue) from time to time by resolution of the Board;

(ii)

the rate of dividends payable on shares of such series, whether or not and upon what conditions dividends on shares of such series shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate;

(iii)

the terms, if any, on which shares of such series may be redeemed, including without limitation, the redemption price or prices for such series, which may consist of a redemption price or scale of redemption prices applicable only to redemption in connection with a sinking fund (which term as used herein shall include any fund or requirement for the periodic purchase or redemption of shares), and the same or a different redemption price or scale of redemption prices applicable to any other redemption;

(iv)

the terms and amount of any sinking fund provided for the purchase or redemption of shares of such series;

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(v)

the amount or amounts which shall be paid to the holders of shares of such series in case of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary;

(vi)

the terms, if any, upon which the holders of shares of such series may convert shares thereof into shares of any other class or classes or of any one or more series of the same class or of another class or classes;

(vii)

the voting rights, full or limited, if any, of the shares of such series; and whether or not and under what conditions the shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as a single class, for the election of one or more additional Directors of the Company in case of dividend arrears or other specified events, or upon other matters;

(viii)

whether or not the holders of shares of such series, as such, shall have any preemptive or preferential rights to subscribe for or purchase shares of any class or series of shares of the Company, now or hereafter authorised, or any securities convertible into, or warrants or other evidences of optional rights to purchase or subscribe for, shares of any class or series of the Company, now or hereafter authorised;

(ix)

whether or not the issuance of additional shares of such series, or of any shares of any other series, shall be subject to restrictions as to issuance, or as to the preferences, rights and qualifications of any such other series; and

(x)

such other rights, preferences and limitations as may be permitted to be fixed by the Board of the Company under the laws of Ireland as in effect at the time of the creation of such series.

The Board is authorised to change the designations, rights, preferences and limitations of any series of preferred shares theretofore established, no shares of which have been issued.

The rights conferred upon the Holder of any pre-existing shares in the share capital of the Company shall be deemed not to be varied by the creation, issue and allotment of preferred shares in accordance with this article 3.

(d)

An ordinary share shall be deemed to be a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade between the Company and any third party pursuant to which the Company acquires or will acquire ordinary shares, or an interest in ordinary shares, from the relevant third party. In these circumstances, the acquisition of such shares, or an interest in such shares, by the Company shall constitute the redemption of a Redeemable Share in accordance with Part XI of the 1990 Act.

4.	Subject to the provisions of Part XI of the 1990 Act and the other provisions of this article, the Company may:

(a)

pursuant to Section 207 of the 1990 Act, issue any shares of the Company which are to be redeemed or are liable to be redeemed at the option of the Company or the member on such terms and in such manner as may be determined by the Company in general meeting (by Special Resolution) on the recommendation of the Directors; or

(b)

Subject to and in accordance with the provisions of the Acts and without prejudice to any relevant special rights attached to any class of shares pursuant to Section 211 of the 1990 Act, purchase any of its own shares (including any Redeemable Shares and without any obligation to purchase on any pro rata basis as between members or members of the same class) and may cancel any shares so purchased or hold them as treasury shares (as defined in Section 209 of the 1990 Act) and may reissue any such shares as shares of any class or classes.

Without prejudice to any special rights previously conferred on the Holders of any existing shares or class of shares or to the authority conferred on the Directors pursuant to article 3 to issue the preferred shares, any share in the Company may be issued with such preferred or deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine.

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6. (a)

Without prejudice to the authority conferred on the Directors pursuant to article 3 to issue shares in the capital of the Company, if at any lime the share capital is divided into different classes of shares the rights attached to any class or series may, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the Holders of 75% of the shares then in issue of that class, or with the sanction of a Special Resolution passed at a separate general meeting of the Holders of the shares of that class or series. To every such meeting the provisions of article 31 shall apply.

(b)

The redemption or purchase of preferred shares or any class or series of preferred shares shall not constitute a variation of rights of the preferred Holders.

(c)

The issue, redemption or purchase of any of the 10,000,000 preferred shares of US$0.001 shall not constitute a variation of the rights of the Holders of ordinary shares.

(d)

The issue of preferred shares or any class or series of preferred shares which rank pari passu with, or junior to, any existing preferred shares or class of preferred shares shall not constitute a variation of the existing preferred shares or class of preferred shares.

7.	The rights conferred upon the Holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

8. (a)

Subject to the provisions of these articles relating to new shares, the shares shall be at the disposal of the Directors, and they may (subject to the provisions of the Acts) allot, grant options over or otherwise dispose of them to such persons, on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its members.

(b)

Subject to any requirement to obtain the approval of members under any laws, regulations or the rules of any stock exchange to which the Company is subject, the Board is authorised, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the Board deems advisable, options to purchase or subscribe for such number of shares of any class or classes or of any series of any class as the Board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued.

(c)

The Directors are, for the purposes of Section 20 of the 1983 Act, generally and unconditionally authorised to exercise all powers of the Company to allot and issue relevant securities (as defined by the said Section 20) up to the amount of Company’s authorised share capital and to allot and issue any shares purchased by the Company pursuant to the provisions of Part XI of the 1990 Act and held as treasury shares and this authority shall expire five years from the date of adoption of these articles of association.

(d)

The Directors are hereby empowered pursuant to sections 23 and 24(1) of the 1983 Act to allot equity securities within the meaning of the said section 23 for cash pursuant to the authority conferred by paragraph (c) of this article as if section 23(1) of the said 1983 Act did not apply to any such allotment. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this paragraph (d) had not expired.

(e)

Nothing in these articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by any allottee in favour of some other person.

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The Company may pay commission to any person in consideration of a person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company on such terms and subject to such conditions as the Directors may determine, including, without limitation, by paying cash or allotting and issuing fully or partly paid shares or any combination of the two. The Company may also, on any issue of shares, pay such brokerage as may be lawful.

10.

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder.

11.

No person shall be entitled to a share certificate in respect of any ordinary share held by them in the share capital of the Company, whether such ordinary share was allotted or transferred to them, and the Company shall not be bound to issue a share certificate to any such person entered in the Register.

12.

The Company shall not give, whether directly or indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in its holding company, except as permitted by section 60 of the Act.

TRANSFER OF SHARES

13. (a)

The instrument of transfer of any share may be executed for and on behalf of the transferor by the Secretary or an Assistant Secretary, and the Secretary or Assistant Secretary shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the members in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class and number of shares agreed to be transferred and the date of the agreement to transfer shares, shall, once executed by the transferor or the Secretary or Assistant Secretary as agent for the transferor, be deemed to be a proper instrument of transfer for the purposes of Section 81 of the Act. The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered on the Register in respect thereof, and neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine.

(b)

The Company, at its absolute discretion, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting, from the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferor or transferee (at its discretion), (ii) set-off the stamp duty against any dividends payable to the transferor or transferee (at its discretion) and (iii) to claim a first and permanent lien on the shares on which stamp duty has been paid by the Company or its subsidiary for the amount of stamp duty paid. The Company’s lien shall extend to all dividends paid on those shares.

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(c)

Notwithstanding the provisions of these articles and subject to any regulations made under Section 239 of the 1990 Act, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with Section 239 of the 1990 Act or any regulations made thereunder. The Directors shall have power to permit any class of shares to be held in uncertificated form and to implement any arrangements they think fit for such evidencing and transfer which accord with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions in these articles with respect to the requirement for written instruments of transfer and share certificates (if any), in order to give effect to such regulations.

14.

Subject to such of the restrictions of these articles and to such of the conditions of issue of any share warrants as may be applicable, the shares of any member and any share warrant may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve.

15.	The Directors may decline to recognise any instrument of transfer unless the instrument of transfer is in respect of one class of share only.

16.	If the Directors refuse to register a transfer they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.

17. (a)

The Directors may from time to time fix any date as the record date for the purposes of determining the rights of members to notice of and/or to vote at any general meeting of the Company: provided that such record shall not be more than sixty days before the date of such general meeting. If no record date is fixed by the Directors, the record date for determining members entitled to notice of or to vote at a meeting of the members shall be the close of business on the day next preceding the day on which notice is given. Unless the Directors determine otherwise, a determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment or postponement of the meeting.

(b)

In order that the Directors may determine the members entitled to receive payment of any dividend or other distribution or allotment of any rights or the members entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the purpose of any other lawful action, the Board may fix any date as the record date: provided that such record date shall not be more than sixty days before the date of such action. If no record date is fixed, the record date for determining members for such purpose shall be at the close of business on the day on which the Directors adopt the resolution relating thereto.

18.	Registration of transfers may be suspended at such times and for such period, not exceeding in the whole 30 days in each year, as the Directors may from time to time determine subject to the requirements of Section 121 of the Act.

19.	All instruments of transfer shall upon their being lodged with the Company remain the property of the Company and the Company shall be entitled to retain them.

TRANSMISSION OF SHARES

20.

In the case of the death of a member, the survivor or survivors where the deceased was a joint Holder, and the personal representatives of the deceased where he was a sole Holder, shall be the only persons recognised by the Company as having any title to his interest in the shares: but nothing herein contained shall release the estate of a deceased joint Holder from any liability in respect of any share which had been jointly held by him with other persons.

21.

Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as herein provided, elect either to be registered himself as Holder of the share or to have some person nominated by him registered as the transferee thereof, but the

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Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the shares by that member before his death or bankruptcy, as the case may be.

22.

If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have another person registered, he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice of transfer were a transfer signed by that member.

A person becoming entitled to a share by reason of the death or bankruptcy of the Holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to the meetings of the Company, so, however, that the Directors may at any time give notice requiring such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 days, the Directors may thereupon withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

ALTERATION OF CAPITAL

24.	The Company may from time to time by Ordinary Resolution increase the authorised share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.

25.	The Company may by Ordinary Resolution:

(a)

consolidate and divide all or any of its share capital into shares of larger amount than its existing shares:

(b)

subdivide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association subject, nevertheless, to section 68(1)(d) of the Act: or

(c)

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled.

26.	The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with and subject to any incident authorised, and consent required, by law.

27 _.

Whenever as a result of an alternation or reorganisation of the share capital of the Company any members would become entitled to fractions of a share, the Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person and distribute the proceeds of sale in due proportion among those members, and the Directors may authorise any person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

GENERAL MEETINGS

28.

The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. Subject to Section 140 of the Act, all general meetings of the Company may be held outside of Ireland.

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29.	All general meetings other than annual general meetings shall be called extraordinary general meetings.

30. (a)

The Chairman or the Board by vote of a majority of the Board may convene an extraordinary general meeting

(b)

Extraordinary general meetings shall also be convened on such requisition, or in default by such requisitionists, as provided in section 132 of the Act.

31.	All provisions of these articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the Holders of any class or series of shares in the capital of the Company, except that:

(a)

the necessary quorum shall be two or more persons holding or representing by proxy (whether or not such Holder actually exercises his voting rights in whole, in part or at all at the relevant general meeting) at least one-third in nominal value of the issued shares of the class or series or, at any adjourned meeting of such Holders, one Holder present in person or by proxy, whatever the amount of his holding, shall be deemed to constitute a meeting;

(b)

any Holder of shares of the class or series present in person or by proxy may demand a poll; and

(c)

on a poll, each Holder of shares of the class or series shall have one vote in respect of every share of the class held by him.

32.	A Director shall be entitled, notwithstanding that he is not a member, to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company.

33. (a)

The Board may, in its absolute discretion, authorise the Secretary to postpone any general meeting called in accordance with the provisions of these articles (other than a meeting requisitioned under article 30(b) of these articles or the postponement of which would be contrary to the Acts or a court order pursuant to the Acts) if the Board considers that, for any reason, it is impractical or unreasonable to hold the general meeting, provided that notice of postponement is given to each member before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each member in accordance with the provisions of these articles,

(b)

The Board may, in its absolute discretion, authorise the Secretary to cancel any general meeting called in accordance with the provisions of these articles (other than a meeting requisitioned under article 30(b) of these articles or the cancellation of which would be contrary to the Acts or a court order pursuant to the Acts) if the Board considers that, for any reason, it is impractical or unreasonable to hold the general meeting, provided that notice of cancellation is given to each member before the time for such meeting.

NOTICE OF GENERAL MEETINGS

33. (a)

Subject to the provisions of the Acts allowing a general meeting to be called by shorter notice, an annual general meeting, and an extraordinary general meeting called for the passing of a special resolution, shall be called by not more than sixty Clear Days’ notice and not less than twenty-one Clear Days’ notice and all other extraordinary general meetings shall be called by not more than sixty Clear Days’ notice and not less than fourteen Clear Days’ notice.

(b)

Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a member of the Company. It shall also give particulars of any Directors who are to retire at the meeting and of any persons who are recommended by the Directors for appointment or re-appointment as

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Directors at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re-appointment as Directors at the meeting. Notwithstanding the foregoing, the latter requirement shall only apply where the intention to propose the person has been received by the Company in accordance with the provisions of these articles, Subject to any restrictions imposed on any shares, the notice of the meeting shall be given to all the members of the Company as of the record date set by the Directors and to the Directors and the Auditors.

(c)

The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.

PROCEEDINGS AT GENERAL MEETINGS

35.

All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the Directors and auditors, the election of Directors, the re-appointment of the retiring auditors and the f _i xing of the remuneration of the auditors.

36. (a)

At any annual general meeting only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board or (ii) by any member entitled to vote at such meeting who complies with the procedures set forth in this article.

(b)

Any member entitled to vote at any annual general meeting may propose business to be included in the agenda of such meeting only if written notice of such member’s intent is given to the Secretary of the Company, either by personal delivery or mail or by facsimile, not later than 90 days in advance of the anniversary of the immediately preceding annual general meeting or if the date of the annual general meeting of members occurs more than 30 days before or 60 days after the anniversary of such immediately preceding annual general meeting, not later than the close of business on the seventh day following the date on which notice of such meeting is given to members. A member’s notice to the Secretary shall set forth in writing as to each matter such member proposes to bring before the annual general meeting (1) a brief description of the business desired to be brought before the annual general meeting and the reasons for conducting such business at the annual general meeting, (ii) the name and address, as they appear on the Company’s books, of the members proposing such business, (iii) the class and number of shares of the Company which are beneficially owned by the member and (iv) any material interest of the member in such business. Notwithstanding anything in these articles to the contrary, no business shall be conducted at an annual general meeting except in accordance with the procedures set forth in this article. The Chairman or other person presiding at the annual general meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this subparagraph, and, if such Chairman or other person should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(c)

Any member entitled to vote for the election of Directors at a meeting or to express a consent in writing without a meeting may nominate a person or persons for election as a Director only if written notice of such member’s intent to make such nomination is given to the Secretary of the Company, either by personal delivery, mail or facsimile not later than (i) with respect to an election to be held at an annual general meeting of members, 90 days in advance of the anniversary of the immediately preceding annual general meeting or if the date of the annual general meeting of members occurs more than 30 days before or 60 days after the anniversary of such immediately preceding annual general meeting, not later than the close of business on the seventh day following the date on which notice of such meeting is given to members and (ii) in the case of any member who wishes to nominate a person or persons for election as a Director pursuant to consents in writing by members without a

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meeting (to the extent election by such consents is permitted under applicable law and these articles), 60 days in advance of the date on which materials soliciting such consents are first mailed to members or, if no such materials are required to be mailed under applicable law, 60 days in advance of the date on which the first such consent in writing is executed. Each such notice shall set forth the name and address of the member who intends to make the nomination and of the person or persons to be nominated for election as a Director, a representation that the member is a holder of record of shares of the Company entitled to vote at such meeting or to express such consent in writing and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice or to execute such a consent in writing to elect such person or persons as a Director, a description of all arrangements or understandings between the member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations for election as a Director are to be made by the member, such other information regarding each nominee proposed by such member as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the United States Securities and Exchange Commission if such nominee had been nominated, or was intended to be nominated, for election as a Director by the Board, and the consent of each nominee to serve as a Director if so elected. The Board may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures.

37.	Except as otherwise provided by law, at any extraordinary general meeting only such business shall be conducted as is set forth in the notice thereof or otherwise properly brought before the meeting by or at the direction of the Board.

38.

Except as otherwise provided by law, the memorandum of association or these articles, the chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before a general meeting was made or proposed, as the case may be, in accordance with these articles and, if any proposed nomination or other business is not in compliance with these articles, to declare that no action shall be taken on such nomination or other proposal and such nomination or other proposal shall be disregarded.

39.

No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. The Holders of shares, present in person or by proxy (whether or not such Holder actually exercises his voting rights in whole, in part or at all at the relevant general meeting), entitling them to exercise a majority of the voting power of the Company on the relevant record date shall constitute a quorum.

40.

If the holders of the number of shares necessary to constitute a quorum shall fail to attend in person or by proxy at the time and place fixed by these articles for a general meeting, a majority in interest of the members present, in person or by proxy, may adjourn from time to time without notice other than announcement at the meeting until the holders of the amount of shares requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

41.

The Chairman, if any, of the Board, shall preside as chairman at every general meeting of the Company, or if there is no such Chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

42.	If at any meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.

43.

The Chairman of the meeting may, with the consent of a majority of the members, in any general meeting at which a quorum is present (and shall if so directed), adjourn the meeting. Unless the meeting is adjourned to a specific date and time, fresh notice of the date, time and place for the resumption of the adjourned meeting shall be given to each member in accordance with the provisions of these articles.

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44.	At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

(a)

the Chairman; or

(b)

by at least three members present in person or by proxy; or

(c)

by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting: or

(d)

by a member or members holding shares in the Company conferring the right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

The demand for a poll may be withdrawn.

45.	Except as provided in article 46, if a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

46.

A poll demanded on the election of the Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that on which a poll has been demanded may be proceeded with pending the taking of the poll.

47.

Subject to section 141 of the Act, a resolution in writing signed by all of the members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly authorised representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in like form each signed by one or more persons, and if described as a special resolution shall be deemed to be a special resolution within the meaning of the Act. Any such resolution shall be served on the Company.

48.

The Board may, and at any general meeting, the chairman of such meeting may make any arrangement and impose any requirement or restriction it or he considers _, appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chairman of such meeting are entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.

49. (a)

The Board may make such arrangements as it considers appropriate to enable the members to participate in any general meeting by means of electronic or other communication facilities, so as to permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting,

(b)

The Board may, and at any general meeting, the chairman of such meeting may make any arrangement and impose any requirement as may be reasonable for the purpose of verifying the identity of members participating by way of electronic or other communication facilities, as described in sub-paragraph (a) of this article.

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VOTES OF MEMBERS

50.

Subject to any special rights or restrictions as to voting for the time being attached by or in accordance with these articles to any class of shares, on a show of hands every member present in person and every proxy shall have one vote, but so that no one member shall on a show of hands have more than one vote in respect of the aggregate number of shares of which he is the Holder, and on a poll every member who is present in person or by proxy shall have one vote for each share of which he is the Holder.

51.	When there are joint Holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Holders: and for this purpose, seniority shall be determined by the order in which the names stand in the Register.

52.

A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction (whether in Ireland or elsewhere) in matters concerning mental disorder, may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian or other person appointed by that court and any such committee, receiver, guardian or other person may vote by proxy on a show of hands or on a poll. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the Office or at such other address as is specified in accordance with these articles for the receipt of appointments of proxy, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

53.

No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

54.	Votes may be given either personally or by proxy.

55. (a)

Every member entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on his behalf and may appoint more than one proxy to attend, speak and vote at the same meeting. The appointment of a proxy shall be in any form which the Directors may approve and, if required by the Company, shall be signed by or on behalf of the appointor. In relation to written proxies, a body corporate may sign a form of proxy under its common seal or under the hand of a duly authorised officer thereof or in such other manner as the Directors may approve A proxy need not be a member of the Company. The appointment of a proxy in electronic or other form shall only be effective in such manner as the Directors may approve.

(b)

Without limiting the foregoing, the Directors may from time to time permit appointments of a proxy to be made by means of a telephonic, electronic or internet communication or facility and may in a similar manner permit supplements to, or amendments or revocations of, any such telephonic, electronic or internet communication or facility to be made. The Directors may in addition prescribe the method of determining the time at which any such telephonic, electronic or Internet communication or facility is to be treated as received by the Company. The Directors may treat any such telephonic, electronic or Internet communication or facility which purports to be or is expressed to be sent on behalf of a Holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Holder.

56.

Any body corporate which is a member of the Company may authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company. The Company may require evidence from the body corporate of the due authorisation of such person to act as the representative of the relevant body corporate.

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57.

An appointment of proxy relating to more than one meeting (including any adjournment thereof) having once been received by the Company for the purposes of any meeting shall not require to be delivered, deposited or received again by the Company for the purposes of any subsequent meeting to which it relates.

58.

Receipt by the Company of an appointment of proxy in respect of a meeting shall not preclude a member from attending and voting at the meeting or at any adjournment thereof. An appointment proxy shall be valid, unless the contrary is stated therein, as well for any adjournment of the meeting as for the meeting to which it relates.

59. (a)

A vote given or poll demanded in accordance with the terms of an appointment of proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the death or insanity of the principal, or the revocation of the appointment of proxy or of the authority under which the proxy was appointed or of the resolution authorising the representative to act or transfer of the share in respect of which the proxy was appointed or the authorisation of the representative to act was given, provided that no intimation in writing (whether in electronic form or otherwise) of such death, insanity, revocation or transfer shall have been received by the Company at the Office, at least one hour before the commencement of the meeting or adjourned meeting at which the appointment of proxy is used or at which the representative acts PROVIDED HOWEVER, that where such intimation is given in electronic form it shall have been received by the Company at least 24 hours (or such lesser time as the Directors may specify) before the commencement of the meeting.

(b)

The Directors may send, at the expense of the Company, by post, electronic mail or otherwise, to the members forms for the appointment of a proxy (with or without stamped envelopes for their return) for use at any general meeting or at any class meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative.

60.	The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

DIRECTORS

61.

The number of Directors shall not be less than two nor more than twenty. The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors is reduced below the prescribed minimum the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment, If, at any annual general meeting of the Company, the number of Directors is reduced below the prescribed minimum due to the failure of any Directors to be re-elected, then in those circumstances, the two Directors which receive the highest number of votes in favour of re-election shall be re-elected and shall remain Directors until such time as additional Directors have been appointed to replace them as Directors. If, at any annual general meeting of the Company, the number of Directors is reduced below the prescribed minimum in any circumstances where one Director is re-elected, then that Director shall hold office until the next annual general meeting and the Director which (excluding the re-elected Director) receives the highest number of votes in favour of re-election shall be re-elected and shall remain a Director until such lime as one or more additional Directors have been appointed to replace him or her. If there be no Director or Directors able or willing to act then any two members may summon a general meeting for the purpose of appointing Directors Any additional Director so appointed shall hold off _i ce (subject to the provisions of the Acts and these articles) only until the conclusion of the annual general meeting of the Company next following such appointment unless he is re-elected during such meeting.

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62.

Each Director shall be paid a fee for the services at such rate as may from time to time be determined by the Board. The Directors may also be paid all traveling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or in connection with the business of the Company.

63.

If any Director shall be called upon to perform extra services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, the Company may remunerate such Director either by a fixed sum or by a percentage of profits or otherwise as may be determined by a resolution passed at a meeting of the Directors and such remuneration may be either in addition to or in substitution for any other remuneration to which he may be entitled as a Director.

64.	No shareholding qualification for Directors shall be required. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at general meetings.

65.

Unless the Company otherwise directs, a Director of the Company may be or become a Director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as Holder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest in, such other company.

BORROWING POWERS

66.

Subject to Part III of the 1983 Act, the Directors may exercise all the powers of the Company’ to borrow or raise money, and to mortgage or charge its undertaking, property, assets and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, without any limitation as to amount.

POWERS AND DUTIES OF THE DIRECTORS

67.

The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Acts or by these articles, required to be exercised by the Company in general meeting, subject, nevertheless, to any of these articles and to the provisions of the Acts.

68.

The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

69.	The Company may exercise the powers conferred by Section 41 of the Act with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

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70. (a)

A Director shall be entitled (in the absence of some other material interest than is indicated below) to vote (and be counted in the quorum) in respect of any resolutions concerning any of the following matters, namely:

(i)

the giving of any security, guarantee or indemnity to him in respect of money lent by him to the Company or any of its subsidiary or associated companies or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary or associated companies:

(ii)

the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary or associated companies for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security:

(iii)

any proposal concerning any offer of shares or debentures or other securities of or by the Company or any of its subsidiary or associated companies for subscription, purchase or exchange in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof;

(iv)

any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or member or otherwise howsoever, provided that he is not the Holder of or beneficially interested in 1% or more of the issued shares of any class of such company or of the voting rights available to members of such company (or of a third company through which his interest is derived) (any such interest being deemed for the purposes of this article to be a material interest in all circumstances):

(v)

any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval for taxation purposes by the appropriate Revenue authorities:

(vi)

any proposal concerning the adoption, modification or operation of any scheme for enabling employees (including full time executive Directors) of the Company and/or any subsidiary thereof to acquire shares in the Company or any arrangement for the benefit of employees of the Company or any of its subsidiaries under which the Director benefits or may benefit: or

(vii)

any proposal concerning the giving of any indemnity pursuant to article 117 or the discharge of the cost of any insurance coverage purchased or maintained pursuant to article 76 and article 117(c).

(b)

Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting under sub-paragraph (a) (iv) of this article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

(c)

If a question arises at a meeting of Directors or of a committee of Directors as to the materiality of a Director’s interest or as to the right of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question may be referred, before the conclusion of the meeting, to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive. In relation to the Chairman, such question may be resolved by a resolution of a majority of the Directors (other than the Chairman) present at the meeting at which the question first arises.

(d)

For the purposes of this article, an interest of a person who is the spouse or a minor child of a Director shall be treated as an interest of the Director.

(e)

The Company by Ordinary Resolution may suspend or relax the provisions of this article to any extent or ratify any transaction not duly authorised by reason of a contravention of this article.

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71.

A Director may hold and be remunerated in respect of any other office or place of profit under the Company or any other company in which the Company may be interested (other than the office of auditor of the Company or any subsidiary thereof) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine, and no Director or intending Director shall be disqualified by his office from contracting or being interested, directly or indirectly, in any contract or arrangement with the Company or any such other company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise nor shall any Director so contracting or being so interested be liable to account to the Company for any profits and advantages accruing to him from any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.

72.

The Directors may exercise the voting powers conferred by shares of any other company held or owned by the Company in such manner in all respects as they think fit and in particular they may exercise their voting powers in favour of any resolution appointing the Directors or any of them as Directors or officers of such other company or providing for the payment of remuneration or pensions to the Directors or officers of such other company.

73.	Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, but nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

74.

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall from time to time by resolution determine.

75.	The Directors shall cause minutes to be made in books provided for the purpose:

(a)

of all appointments of officers made by the Directors:

(b)

of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c)

of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.

76.

The Directors may procure the establishment and maintenance of or participate in, or contribute to any non-contributory or contributory pension or superannuation fund, scheme or arrangement or life assurance scheme or arrangement for the benefit of, and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, benefits or emoluments to any persons (including Directors or other officers) who are or shall have been at any time in the employment or service of the Company or of any company which is or was a subsidiary of the Company or of the predecessor in business of the Company or any such subsidiary or holding Company and the wives, widows, families, relatives or dependants of any such persons. The Directors may also procure the establishment and subsidy of or subscription to and support of any institutions, associations, clubs, funds or trusts calculated to be for the benefit of any such persons as aforesaid or otherwise to advance the interests and well being of the Company or of any such other Company as aforesaid. or its members, and payments for or towards the insurance of any such persons as aforesaid and subscriptions or guarantees of money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. Provided that any Director shall be entitled to retain any benefit received by him under this article, subject only, where the Acts require, to disclosure to the members and the approval of the Company in general meeting.

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DISQUALIFICATION OF DIRECTORS

77.	The office of a Director shall be vacated ipso facto if the Director:

(a)

is restricted or disqualified to act as a Director under the provisions of Part VII of the 1990 Act: or

(b)

resigns his office by notice in writing to the Company or in writing offers to resign and the Directors resolve to accept such offer; or

(c)

is or becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or

(d)

is or becomes of unsound mind or dies; or

(e)

is removed from office under article 82.

APPOINTMENT, ROTATION AND REMOVAL OF DIRECTORS

78.	At every annual general meeting of the Company, all of the Directors shall retire from office unless re-elected by Ordinary Resolution at the annual general meeting. A Director retiring at a meeting shall retain office until the close or adjournment of the meeting.

79.	Every Director nominated for re-election by the Board shall be eligible to stand for re-election at an annual general meeting.

80.	If a Director nominated for re-election by the Board offers himself for re-election, he shall be deemed to have been re-elected, unless at such meeting the Ordinary Resolution for the re-election of such Director has been defeated.

81.	The Company may from time to time by Special Resolution increase or reduce the maximum number of Directors.

82.

The Company may, by Ordinary Resolution, of which extended notice has been given in accordance with section 142 of the Act, remove any Director before the expiration of his period of office notwithstanding anything in these regulations or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company.

83.

The Company may, by Ordinary Resolution, appoint another person in place of a Director removed from office under article 82 and without prejudice to the powers of the Directors under article 61 the Company in general meeting by Ordinary Resolution may appoint any person to be a Director either to fill a casual vacancy or as an additional Director, subject to the maximum number of Directors set out in article 61.

84.

The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these articles as the maximum number of Directors. A Director so appointed shall hold office only until the next following annual general meeting. If not re-appointed at such annual general meeting, such Director shall vacate office at the conclusion thereof.

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PROCEEDINGS OF DIRECTORS

85. (a)

The quorum necessary for the transaction of business at all meetings of the Board shall be a majority of the Directors then in office. If at any meeting of the Board there be less than a quorum present, a majority of those present or any Director solely present may adjourn the meeting from time to time without further notice.

(b)

Regular meetings of the Board shall be held at such times and intervals as the Board may from lime to time determine.

(c)

Special meetings of the Board shall be held on the requisition of the Chairman, if there is one, or if not, by 33 ¹ / 3 % of the Directors then in office.

(d)

Directors may participate in any meeting of the Board by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

(e)

Unless a greater number is expressly required by law or these articles, the affirmative votes of a majority of the votes cast by the Directors present at a meeting at which a quorum is in attendance shall be the act of the Board or a committee thereof, as appropriate. At any time that these articles provide that Directors elected by the holders of a class or series of shares shall have more or less than one vote per Director on any matter, every reference in these articles to a majority or other proportion of Directors shall refer to a majority or other proportion of the votes of such Directors.

86.

The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to these articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.

87.

Unless otherwise agreed by a majority of those attending and entitled to attend and vote thereat, the Chairman, if there be one, shall act as chairman at all meetings of the Board, or in the absence of the Chairman, a chairman shall be appointed or elected by those present at the meeting and entitled to vote.

88.

The Board may from time to time designate committees of the Board, with such powers and duties as the Board may decide to confer on such committees, and shall, for those committees and any others provided for herein, elect a Director or Directors to serve as the member or members, designating, if it desires, other Directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Adequate provision shall be made for notice to members of all meetings: a majority of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committees.

89.	A committee may elect a chairman of its meeting. If no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

90.

All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

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91. (a)

Notice of a regular meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally in person or by telephone or otherwise communicated or sent to such Director by mail, courier service, telecopier, facsimile, printing, computer generated email or other mode of representing words in a legible and non-transitory form at such Director’s last known address or any other address given by such Director to the Company for this purpose before the proposed date of the meeting, but a failure of the Secretary to send such notice shall not invalidate any proceedings of the Board at such meeting.

(b)

Notice of a special meeting of the Board shall be deemed to be duly given to a Director if it is sent to such Director by mail before the proposed date of the meeting, or given to such Director verbally in person or by telephone or otherwise communicated or sent to such Director by mail, courier service, telecopier facsimile, printing, computer generated email or other mode of representing words in a legible and non-transitory form, at such Director’s last known address or any other address given by such Director to the Company for this purpose at least one day before the proposed date of the meeting, but such notice may be waived by any Director. At any special meeting at which every Director shall be present, even without notice, any business may be transacted.

92.

A resolution or other document in writing (in electronic form or otherwise) signed (whether by electronic signature, advanced electronic signature or otherwise as approved by the Directors) by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors, and such resolution or other document or documents when duly signed may be delivered or transmitted (unless the Directors shall otherwise determine either generally or in any specific case) by facsimile transmission, electronic mail or some other similar means of transmitting the contents of documents.

EXECUTIVES

93. (a)

The executives of the Company shall consist of a Chief Executive Officer and a Secretary (who may or may not be Directors) and the Board and, if so authorized by the Board, the Chief Executive Officer, may appoint such other executives (who may or may not be Directors) as the Board may from time to time determine, including, without limitation, presidents, chief operating officers, chief financial officers, senior vice-presidents, vice-presidents, treasurers, controllers, assistant treasurers and assistant secretaries. A Person may hold any number of positions simultaneously.

(b)

The executives shall have the powers typically exercised by persons holding such positions or such powers as may be delegated to them by the Board from time to time and will perform the usual duties pertaining to such positions as well as perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

THE SEAL

94. (a)

The Directors shall ensure that the Seal (including any official securities seal kept pursuant to the Acts) shall be used only by the authority of the Directors or of a committee authorised by the Directors.

(b)

The Company may exercise the powers conferred by the Acts with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

DIVIDENDS AND RESERVES

95.	The Company in general meeting may declare dividends, but no dividends shall exceed the amount recommended by the Directors.

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96.	The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company.

97.	No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part IV of the 1983 Act.

98.

The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may at the like discretion either be employed in the business of the Company or be invested in such investments as the Directors may lawfully determine. The Directors may also, without placing the same to reserve, carry forward any profits which they may think it prudent not to divide.

99.

Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

100.	The Directors may deduct from any dividend payable to any member all sums of money (if any) immediately payable by him to the Company in relation to the shares of the Company.

101.

Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures or debenture stocks of any other company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.

102.

Any dividend or other moneys payable in respect of any share may be paid by cheque or warrant sent by post, at the risk of the person or persons entitled thereto, to the registered address of the Holder or, where there are joint Holders, to the registered address of that one of the joint Holders who is first named on the members Register or to such person and to such address as the Holder or joint Holders may in writing direct Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and payment of the cheque or warrant shall be a good discharge to the Company. Any joint Holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share. Any such dividend or other distribution may also be paid by any other method (including payment in a currency other than US$, electronic funds transfer, direct debit, bank transfer or by means of a relevant system) which the Directors consider appropriate and any member who elects for such method of payment shall be deemed to have accepted all of the risks inherent therein. The debiting of the Company’s account in respect of the relevant amount shall be evidence of good discharge of the Company’s obligations in respect of any payment made by any such methods.

103.	No dividend shall bear interest against the Company.

104.

If the Directors so resolve, any dividend which has remained unclaimed for twelve years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

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ACCOUNTS

105. (a)

The Directors shall cause to be kept proper books of account, whether in the form of documents, electronic form or otherwise, that:

(i)

correctly record and explain the transactions of the Company;

(ii)

will at any time enable the financial position of the Company to be determined with reasonable accuracy;

(iii)

will enable the Directors to ensure that any balance sheet, profit and loss account or income and expenditure account of the Company complies with the requirements of the Acts; and

(iv)

will enable the accounts of the Company to be readily and properly audited.

Books of account shall be kept on a continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year. Proper books of account shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

The Company may send by post, electronic mail or any other means of electronic communication a summary financial statement to its members or persons nominated by any member. The Company may meet, but shall be under no obligation to meet, any request from any of its members to be sent additional copies of its full report and accounts or summary financial statement or other communications with its members.

(b)

The books of account shall be kept at the Office or, subject to the provisions of the Acts, at such other place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors.

(c)

In accordance with the provisions of the Acts, the Directors shall cause to be prepared and to be laid before the annual general meeting of the Company from time to time such profit and loss accounts, balance sheets, group accounts and reports as are required by the Acts to be prepared and laid before such meeting.

(d)

A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’ report and Auditors’ report shall be sent by post, electronic mail or any other means of communication (electronic or otherwise), not less than twenty-one Clear Days before the date of the annual general meeting, to every person entitled under the provisions of the Acts to receive them; provided that in the case of those documents sent by electronic mail or any other means of electronic communication, such documents shall be sent with the consent of the recipient, to the address of the recipient notified to the Company by the recipient for such purposes.

CAPITALISATION OF PROFITS

106.

Without prejudice to any powers conferred on the Directors as aforesaid, and subject to the Directors’ authority to issue and allot shares under articles 8(c) and 8(d), the Directors may resolve to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those members of the Company who would have been entitled to that sum if it were distributable and had been distributed by way of dividend (and in the same proportions) and the Directors shall give effect to such resolution. Whenever such a resolution is passed in pursuance of this article, the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect

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thereto with full power to the Directors to make such provisions as they shall think fit for the case of shares or debentures becoming distributable in fractions (and, in particular, without prejudice to the generality of the foregoing, either to disregard such fractions or to sell the shares or debentures represented by such fractions and distribute the net proceeds of such sale to and for the benefit of the Company or to and for the benefit of the members otherwise entitled to such fractions in due proportions) and to authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may become entitled on such capitalisation or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be binding on all such members.

AUDIT

107.	Auditors shall be appointed and their duties regulated in accordance with sections 160 to 163 of the Act or any statutory amendment thereof.

NOTICES

108.	Any notice to be given, served, sent or delivered pursuant to these articles shall be in writing (whether in electronic form or otherwise).

109. (a)

A notice or document to be given, served, sent or delivered in pursuance of these articles may be given to, served on or delivered to any member by the Company:

(i)

by handing same to him or his authorised agent;

(ii)

by leaving the same at his registered address;

(iii)

by sending the same by the post in a pre-paid cover addressed to him at his registered address;

(iv)

by sending, with the consent of the member to the extent required by law, the same by means of electronic mail or other means of electronic communication approved by the Directors, with the consent of the member, to the address of the member notified to the Company by the member for such purpose (or if not so notified, then to the address of the member last known to the Company).

(b)

For the purposes of these articles and the Act, a document shall be deemed to have been sent to a member if a notice is given, served, sent or delivered to the member and the notice specifies the website or hotlink or other electronic link at or through which the member may obtain a copy of the relevant document.

(c)

Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(i) or (ii) of this article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the member or his authorised agent, or left at his registered address (as the case may be).

(d)

Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iii) of this article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twenty-four hours after the cover containing it was posted. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.

(e)

Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iv) of this article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of 48 hours after despatch.

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(f)

Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee in bankruptcy, examiner or liquidator of a member shall be bound by a notice given as aforesaid if sent to the last registered address of such member, or, in the event of notice given or delivered pursuant to sub-paragraph (a)(iv), if sent to the address notified by the Company by the member for such purpose notwithstanding that the Company may have notice of the death. lunacy, bankruptcy, liquidation or disability of such member.

(g)

Notwithstanding anything contained in this article the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction or other area other than Ireland.

(h)

Any requirement in these articles for the consent of a member in regard to the receipt by such member of electronic mail or other means of electronic communications approved by the Directors, including the receipt of the Company’s audited accounts and the Directors’ and auditor’s reports thereon, shall be deemed to have been satisfied where the Company has written to the member informing him/her of its intention to use electronic communications for such purposes and the member has not, within four weeks of the issue of such notice, served an objection in writing on the Company to such proposal. Where a member has given, or is deemed to have given, his/her consent to the receipt by such member of electronic mail or other means of electronic communications approved by the Directors, he/she may revoke such consent at any time by requesting the Company to communicate with him/her in documented form PROVIDED HOWEVER that such revocation shall not take effect until five days after written notice of the revocation is received by the Company.

(i)

Without prejudice to the provisions of sub-paragraphs (a)(i) and (ii) of this article, if at any time by reason of the suspension or curtailment of postal services in any territory, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a public announcement and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day on which the said public announcement is made. In any such case the Company shall put a full copy of the notice of the general meeting on its website. For purposes of this sub-paragraph (i), “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Company with the U.S. Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

110.	A notice may be given by the Company to the joint Holders of a share by giving the notice to the joint Holder whose name stands first in the Register in respect of the share and notice so given shall be sufficient notice to all the joint Holders.

111. (a)

Every person who becomes entitled to a share shall before his name is entered in the Register in respect of the share, be bound by any notice in respect of that share which has been duly given to a person from whom he derives his title.

(b)

A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by these articles for the giving of notice to a member, addressed to them at the address, if any, supplied by them for that purpose. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

112.	The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice to be given by the Company may be written (in electronic form or otherwise) or printed.

113.	A member present, either in person or by proxy, at any meeting of the Company or the Holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

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WINDING UP

114.

If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said shares held by them respectively. Notwithstanding the foregoing, this article shall not affect the rights of the Holders of shares issued upon special terms and conditions.

115. (a)

In case of a sale by the liquidator under Section 260 of the Act, the liquidator may by the contract of sale agree so as to bind all the members for the allotment to the members directly of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract limit a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting members conferred by the said Section.

(b)

The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock, or other obligations of another company, either then already constituted or about to be constituted for the purpose of carrying out the sale.

116.

If the Company is wound up, the liquidator, with the sanction of a Special Resolution and any other sanction required by the Acts, may divide among the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not), and, for such purpose, may value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator, with the like sanction, may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as, with the like sanction, he determines, but so that no member shall be compelled to accept any assets upon which there is a liability.

INDEMNITY

117. (a)

Subject to the provisions of and so far as may be admitted by the Acts, every Director and the Secretary of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgement is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

(b)

The Company shall indemnify any person who was, is or is threatened to be made a party to a Proceeding (as hereinafter defined) by reason of the fact that he or she (a) is or was an “officer” of the Company as such term is defined in the rules of the U.S. Securities and Exchange Commission promulgated under the U.S. Securities Exchange Act of 1934, as amended (excluding any Director or Secretary) or (b) is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, general or limited partnership, firm, association, trust, estate, company (including a limited liability company) or any other entity or organisation or employee benefit plan or other enterprise (any such person in clause (a) or clause (b) above, a “covered person”), to the fullest extent permitted

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under Irish law, as the same exists or may hereafter be amended, Such right shall be a contract right and as such shall run to the benefit of any officer who is elected and accepts the position of officer or elects to continue to serve as an officer and of any other covered person who is or continues to serve in any of the aforementioned capacities while this article is in effect. Any repeal or amendment of this article shall be prospective only and shall not limit the rights of any such officer or other covered person or the obligations of the Company with respect to any claim arising from or related to the services of such officer or other covered person in any of the aforementioned capacities prior to any such repeal or amendment to this article. Such right shall include the right to be paid by the Company expenses incurred in defending any such Proceeding in advance of its final disposition to the maximum extent permitted under Irish law, as the same exists or may hereafter be amended; provided that to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the officer or other covered person is not entitled to be indemnified under this article or otherwise. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Company within 60 days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under Irish law, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board or any committee thereof, independent legal counsel or members) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Company (including the Board or any committee thereof, independent legal counsel or members) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. Except as otherwise provided in this subparagraph (b), the Company shall be required to indemnify an officer or other covered person of the Company in connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by the person was authorised by the Board.

(c)

The Directors shall have power to purchase and maintain for any Director, the Secretary or other employees of the Company or any director, officer, employee or agent of any of its subsidiaries insurance against any such liability as referred to in Section 200 of the Act or otherwise.

(d)

The Company may additionally indemnify any employee or agent of the Company or any director, officer, employee or agent of any of its subsidiaries to the fullest extent permitted by law.

(e)

The rights conferred on any person indemnified by this article shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Memorandum of Association of the Company, these articles, agreement, vote of the members or disinterested Directors or otherwise.

(f)

The Company’s obligation, if any, to indemnify or to advance expenses to any person indemnified who was or is serving at its request as a Director or Officer or otherwise of another person described in subparagraph (a) or subparagraph (b) shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other person.

(g)

This article shall not limit the right of the Company, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than persons authorised for indemnification under this article when and as authorised by appropriate corporate action.

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(h)

The indemnity provided by this article shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

(i)

“Proceeding,” for purposes of this article, means any threatened, pending or completed action, suit, claim or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit, claim or proceeding, and any inquiry or investigation that could lead to such an action, suit, claim or proceeding.

UNTRACED HOLDERS

118. (a)

The Company shall be entitled to sell at the best price reasonably obtainable any share or stock of a member or any share or stock to which a person is entitled by transmission if and provided that:

(i)

for a period of twelve years (not less than three dividends having been declared and paid) no cheque or warrant sent by the Company through the post in a prepaid letter addressed to the member or to the person entitled by transmission to the share or stock at his address on the Register or other the last known address given by the member or the person entitled by transmission to which cheques and warrants are to be sent has been cashed and no communication has been received by the Company from the member or the person entitled by transmission; and

(ii)

at the expiration of the said period of twelve years the Company has given notice by advertisement in a leading Dublin newspaper and a newspaper circulating in the area in which the address referred to in paragraph (a) of this article is located of its intention to sell such share or stock; and

(iii)

the Company has not during the further period of three months after the date of the advertisement and prior to the exercise of the power of sale received any communication from the member or person entitled by transmission.

(b)

To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of such share or stock and such instrument of transfer shall be as effective as if it had been executed by the registered Holder of or person entitled by transmission to such share or stock. The Company shall account to the member or other person entitled to such share or stock for the net proceeds of such sale by carrying all monies in respect thereof to a separate account which shall be a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such member or other person. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit.

DESTRUCTION OF DOCUMENTS

119.	The Company may destroy:

(a)

any dividend mandate or any variation or cancellation thereof or any notification of change of name or address, at any time after the expiry of two years from the date such mandate variation, cancellation or notification was recorded by the Company;

(b)

any instrument of transfer of shares which has been registered, at any time after the expiry of six years from the date of registration; and

(c)

any other document on the basis of which any entry in the Register was made, at any time after the expiry of six years from the date an entry in the Register was first made in respect of it,

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and it shall be presumed conclusively in favour of the Company that every share certificate (if any) so destroyed was a valid certificate duly and properly sealed and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company provided always that:

(i)

the foregoing provisions of this article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim:

(ii)

nothing contained in this article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (a) above are not fulfilled: and

(iii)

references in this article to the destruction of any document include references to its disposal in any manner.

SALE, LEASE OR EXCHANGE OF ASSETS

120.

Without limiting the generality of the foregoing, the sale, lease or exchange of all or substantially all of the assets of the Company shall, except as otherwise expressly provided in these articles, require the approval of members by way of an affirmative vote of a majority of the votes cast by the members in person or by proxy appointed by instrument in writing subscribed by such member or by his or her duly authorised attorney and delivered to the chairman of the meeting. Prior to any votes being cast in connection with such resolutions, the chairman of the meeting may demand a poll which shall be by way of ballot.

TRANSACTIONS WITH INTERESTED MEMBERS

121. (a)

The Company may not engage, at any time, in any Business Combination with any Interested Member unless the Business Combination receives the affirmative vote of the holders of 80% of the shares then in issue of all classes of shares of the Company entitled to vote, considered for the purposes of this provision as one class.

(b)

Interested Member status of a member is determined as of the date of any action taken by the Board with respect to such transaction or as of any record date for the determination of members entitled to notice and to vote with respect thereto or immediately prior to the consummation of such transaction. Any determination made in good faith by the Board, on the basis of information at the time available to it, as to whether any person is an Interested Member, shall be conclusive and binding for all purposes of these articles.

(c)

The provisions of subpara ^g raph (a) of this article shall not apply to (i) any Business Combination with an Interested Member that has been approved by the Board or (ii) any agreement for the amalgamation, merger or consolidation of any subsidiary of the Company with the Company or with another subsidiary of the Company if (A) the provisions of this subparagraph shall not be changed or otherwise affected by or by virtue of the amalgamation, merger or consolidation and (B) the holders of greater than 50% of the voting power of the Company or the subsidiary, as appropriate, immediately prior to the amalgamation, merger or consolidation continue to hold greater than 50% of the voting power of the amalgamated company immediately following the amalgamation, merger or consolidation.

(d)

For the purposes of this article, “Business Combination” means:

(i)

any amalgamation, merger or consolidation of the Company or one of its subsidiaries with an Interested Member or with any person that is, or would be after such amalgamation, merger or consolidation, an affiliate or associate of an Interested Member:

(ii)

any transfer or other disposition to or with an Interested Member or any affiliate or associate of an Interested Member of all or any material part of the assets of the Company or one of its subsidiaries: and

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(iii)

any issuance or transfer of shares of the Company upon conversion of or in exchange for the securities or assets of any Interested Member; or with any person that is, or would be after such amalgamation, merger or consolidation, an affiliate or associate of an Interested Member.

(e)

For the purposes of this article, “Interested Member” means any member that:

(i)

is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the voting shares of the Company then in issue; or

(ii)

is an affiliate or associate of the Company and at any time within the five-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the shares then in issue of the Company. For the purpose of determining whether a member is an Interested Member, the number of voting shares of the Company then in issue shall include shares deemed to be beneficially owned by such member, but shall not include any other unissued voting shares of the Company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

Names, addresses and descriptions of subscribers

For and on behalf of

Ingersoll-Rand Company Limited

Clarendon House

2 Church Street

Hamilton, HM 11

Bermuda

For and on behalf of

Ingersoll-Rand (Gibraltar) International Holding Limited

57/63 Line Wall Road

Gibraltar

For and on behalf of

Ingersoll-Rand (Gibraltar) International United Limited

57/63 Line Wall Road

Gibraltar

For and on behalf of

Ingersoll Rand International Holding Limited

Clarendon House

2 Church Street

Hamilton, HM 11

Bermuda

For and on behalf of

Ingersoll-Rand Holdings & Finance International S.a.r.l

16, Avenue Pasteur

Grand Duchy of Luxembourg, L2311

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For and on behalf of

Ingersoll-Rand Treasury Limited

Clarendon House

2 Church Street

Hamilton, HM 11

Bermuda

For and on behalf of

Ingersoll-Rand Global Holding Company Limited

Clarendon House

2 Church Street

Hamilton, HM 11

Bermuda

Dated

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Exhibit 3.3

Number 469272

Certificate of Incorporation

I hereby certify that

INGERSOLL-RAND PUBLIC LIMITED COMPANY

is this day incorporated under

the Companies Acts 1963 to 2006,

and that the company is limited.

Given under my hand at Dublin, this

Wednesday, the 1st day of April, 2009

LOGO

for Registrar of Companies

Exhibit 4.1

EXECUTION VERSION

FOURTH SUPPLEMENTAL INDENTURE

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of June 29, 2009 (the “Fourth Supplemental Indenture”), among INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, a company duly organized and existing under the laws of Bermuda (the “Company”), INGERSOLL-RAND COMPANY LIMITED, a company duly organized and existing under the laws of Bermuda (“IR Limited”), INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, a company duly organized and existing under the laws of Bermuda (the “Successor Guarantor”), INGERSOLL-RAND PLC, a company duly organized and existing under the laws of Ireland (the “New Parent”), and WELLS FARGO BANK, N.A., a national banking association, acting as Trustee under the Indenture, as defined herein (the “Trustee”)

RECITALS:

WHEREAS, the Company, IR Limited and the Trustee have heretofore executed and delivered a certain Indenture, dated as of August 12, 2008 (as supplemented, the “Indenture”), as supplemented by the First Supplemental Indenture dated as of August 15, 2008, the Second Supplemental Indenture dated as of April 3, 2009 and the Third Supplemental Indenture dated as of April 6, 2009;

WHEREAS, IR Limited and the Successor Guarantor have entered into a share purchase agreement pursuant to which IR Limited has agreed to sell substantially all of its property to the Successor Guarantor, which sale of property is to be completed at the Effective Time (defined below);

WHEREAS, Section 801 of the Indenture provides, among other things, that IR Limited shall not sell, convey or lease all or substantially all of its property to any other corporation unless the acquiring corporation (i) expressly assumes all of the covenants and conditions of the Indenture by supplemental indenture and (ii) is a solvent corporation organized under the laws of the United States of America or a State thereof or the District of Columbia or Bermuda or of a Member State of the European Union;

WHEREAS, at the time that the proposed scheme of arrangement between IR Limited and its Class A common shareholders becomes effective (the “Effective Time”), IR Limited, the Successor Guarantor and the Company will become direct and indirect wholly owned subsidiaries of the New Parent;

WHEREAS, the New Parent desires to guarantee the due and punctual payment of principal of (and premium, if any, on) and interest on the Securities and IR Limited desires to guarantee the due and punctual payment of principal of (and premium, if any, on) and interest on the Outstanding Securities (as defined below), in each case, when and as the same shall become due and payable;

WHEREAS, Section 901 of the Indenture provides, among other things, that, the Company, IR Limited and the Trustee may amend or supplement the Indenture, without the consent of any Holder, to (i) evidence the succession of another corporation to IR Limited and

the assumption by any such successor of the covenants of IR Limited in the Indenture and in the Guarantee; and (ii) make any other provisions with respect to matters or questions arising under the Indenture that do not adversely affect the interests of Holders under the Indenture, in any material respect;

WHEREAS, the Company, IR Limited and the Trustee have determined that this Fourth Supplemental Indenture complies with Section 901 of the Indenture and does not require the consent of any Holders and, on the basis of the foregoing, the Trustee has determined that this Fourth Supplemental Indenture is in form satisfactory to it;

WHEREAS, each of the Company, IR Limited, the Successor Guarantor and the New Parent have been authorized by resolutions of their respective Boards of Directors to enter into this Fourth Supplemental Indenture; and

WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Fourth Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.

WITNESSETH:

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Company, IR Limited, the Successor Guarantor, the New Parent and the Trustee hereby agree as follows:

ARTICLE ONE

DEFINITIONS

Section 101. Capitalized terms in this Fourth Supplemental Indenture that are not otherwise defined herein shall have the meanings set forth in the Indenture.

Section 102. “Additional Guarantees” shall mean the guarantees by the New Parent and IR Limited, as authenticated and delivered pursuant to this Fourth Supplemental Indenture, which guarantees are set forth in Articles Three and Four, respectively, of this Fourth Supplemental Indenture.

Section 103. “Supplemented Indenture” shall mean the Indenture as supplemented by this Fourth Supplemental Indenture.

ARTICLE TWO

ASSUMPTION BY SUCCESSOR GUARANTOR

Section 201. IR Limited represents and warrants to the Trustee as follows:

(a) IR Limited is an exempted company duly incorporated, validly existing and in good standing under the laws of the Islands of Bermuda.

(b) The execution, delivery and performance by it of this Fourth Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

Section 202. The Successor Guarantor represents and warrants to the Trustee as follows:

(a) The Successor Guarantor is an exempted company duly incorporated, validly existing and in good standing under the laws of the Islands of Bermuda.

(b) The execution, delivery and performance by it of this Fourth Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

Section 203. In accordance with Section 801 of the Indenture, the Successor Guarantor hereby expressly assumes the performance of the obligations under the Guarantee, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by IR Limited.

Section 204. Pursuant to Section 803 of the Indenture, the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, IR Limited as the Guarantor under the Indenture, the Securities and the Guarantee with the same effect as if the Successor Guarantor had been named as “the Guarantor” in the Indenture, the Securities and the Guarantee; and thereafter IR Limited shall be relieved of all obligations and covenants under the Indenture and the Guarantee.

ARTICLE THREE

ADDITIONAL GUARANTEES OF THE NEW PARENT

Section 301. Additional Guarantees of the New Parent .

(a) The New Parent hereby fully and unconditionally guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee for such Securities under the Indenture and to such Trustee for itself and on behalf of each such Holder, the due and punctual payment of principal of (and premium, if any, on) and interest on the Securities when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and all other amounts owed under the Indenture, according to the terms thereof and of the Indenture. In case of the failure of the Company promptly to make any such payment of principal (and premium, if any, on) or interest, the New Parent hereby agrees to make any such payment to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.

(b) The New Parent hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, joint and several, irrespective of, and shall be unaffected by any failure to enforce the provisions of such Security or the Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee for the Securities of such series or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided , however , that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the New Parent increase the principal

amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Five of the Indenture. The New Parent hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that the Additional Guarantee of the New Parent will not be discharged except by payment in full of the principal of (and premium, if any, on) and interest on such Security or as otherwise set forth in the Indenture; provided , that if any Holder or the Trustee is required by any court or otherwise to return to the Company, the New Parent or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the New Parent any amount paid either to the Trustee or such Holder, the Additional Guarantee of the New Parent, to the extent theretofore discharged, shall be reinstated in full force and effect.

(c) The New Parent shall be subrogated to all rights of the Holder of such Security and the Trustee for the Securities of such series against the Company in respect of any amounts paid to such Holder by the New Parent pursuant to the provisions of its Additional Guarantee; provided , however , that the New Parent shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of (and premium, if any, on) and interest on all Securities of the same series issued under the Indenture shall have been paid in full.

Section 302. Execution and Delivery of the Additional Guarantees of the New Parent .

To evidence its Additional Guarantee set forth in Section 301 of this Fourth Supplemental Indenture, the New Parent hereby agrees that this Fourth Supplemental Indenture shall be executed, manually or by facsimile, on behalf of the New Parent by its Chairman of the Board of Directors, its President, one of its Vice Presidents or its Treasurer.

The New Parent hereby agrees that its Additional Guarantee set forth in Section 301 of this Fourth Supplemental Indenture shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Additional Guarantee on the Securities.

If an Officer of the New Parent whose signature is on this Fourth Supplemental Indenture no longer holds that office at the time the Trustee authenticates the Securities, the Additional Guarantee of the New Parent shall be valid nevertheless.

The delivery of any Securities by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Additional Guarantee of the New Parent set forth in this Fourth Supplemental Indenture on behalf of the New Parent.

Section 303. Notice to Trustee .

The New Parent shall give prompt written notice to the Trustee for the Securities of such series of any fact known to the New Parent which prohibits the making of any payment to or by such Trustee in respect of the Additional Guarantee of the New Parent pursuant to the provisions of this Article Three of this Fourth Supplemental Indenture other than any agreement in effect on the date hereof.

Section 304. This Article Not to Prevent Events of Default .

The failure to make a payment on account of principal of (and premium, if any, on) or interest on the Securities by reason of any provision of this Article Three of this Fourth Supplemental Indenture will not be construed as preventing the occurrence of an Event of Default.

Section 305. Amendment, Etc .

No amendment, modification or waiver of any provision of the Indenture relating to the New Parent or consent to any departure by the New Parent or any other Person from any such provision will in any event be effective unless it is signed by the New Parent and the Trustee for the Securities of such series.

Section 306. Limitation on Liability .

The obligations of the New Parent hereunder will be limited to the maximum amount as will not result in the obligations of the New Parent under its Additional Guarantee constituting a fraudulent conveyance or fraudulent transfer, after giving effect to all other relevant liabilities of the New Parent.

ARTICLE FOUR

ADDITIONAL GUARANTEES OF IR LIMITED

Section 401. Additional Guarantees of IR Limited .

(a) IR Limited hereby fully and unconditionally guarantees to each Holder of a Security that has been, as of the date of this Fourth Supplemental Indenture, authenticated and delivered by the Trustee for such Securities under the Indenture (each such Security, an “Outstanding Security”) and to such Trustee for itself and on behalf of each such Holder, the due and punctual payment of principal of (and premium, if any, on) and interest on the Outstanding Securities when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and all other amounts owed under the Indenture, according to the terms thereof and of the Indenture. In case of the failure of the Company promptly to make any such payment of principal (and premium, if any, on) or interest, IR Limited hereby agrees to make any such payment to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.

(b) IR Limited hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, joint and several, irrespective of, and shall be unaffected by any failure to enforce the provisions of such Outstanding Security or the Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Outstanding Security or the Trustee for the Outstanding Securities of such series or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided , however , that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of IR Limited increase the principal amount of such Outstanding Security, or increase the interest rate

thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Outstanding Security that is an Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Five of the Indenture. IR Limited hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Outstanding Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Outstanding Security and all demands whatsoever, and covenants that the Additional Guarantee of IR Limited will not be discharged except by payment in full of the principal of (and premium, if any, on) and interest on such Outstanding Security or as otherwise set forth in the Indenture; provided , that if any Holder or the Trustee is required by any court or otherwise to return to the Company, IR Limited or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or IR Limited any amount paid either to the Trustee or such Holder, the Additional Guarantee of IR Limited, to the extent theretofore discharged, shall be reinstated in full force and effect.

(c) IR Limited shall be subrogated to all rights of the Holder of such Outstanding Security and the Trustee for the Outstanding Securities of such series against the Company in respect of any amounts paid to such Holder by IR Limited pursuant to the provisions of its Additional Guarantee; provided , however , that IR Limited shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of (and premium, if any, on) and interest on all Outstanding Securities of the same series issued under the Indenture shall have been paid in full.

Section 402. Execution and Delivery of the Additional Guarantees of IR Limited .

To evidence its Additional Guarantee set forth in Section 401 of this Fourth Supplemental Indenture, IR Limited hereby agrees that this Fourth Supplemental Indenture shall be executed, manually or by facsimile, on behalf of IR Limited by its Chairman of the Board of Directors, its President, one of its Vice Presidents or its Treasurer.

IR Limited hereby agrees that its Additional Guarantee set forth in Section 401 of this Fourth Supplemental Indenture shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Additional Guarantee on the Outstanding Securities.

Section 403. Notice to Trustee .

IR Limited shall give prompt written notice to the Trustee for the Outstanding Securities of such series of any fact known to IR Limited which prohibits the making of any payment to or by such Trustee in respect of the Additional Guarantee of IR Limited pursuant to the provisions of this Article Four of this Fourth Supplemental Indenture other than any agreement in effect on the date hereof.

Section 404. This Article Not to Prevent Events of Default .

The failure to make a payment on account of principal of (and premium, if any, on) or interest on the Outstanding Securities by reason of any provision of this Article Four of this Fourth Supplemental Indenture will not be construed as preventing the occurrence of an Event of Default.

Section 405. Amendment, Etc .

No amendment, modification or waiver of any provision of the Indenture relating to IR Limited or consent to any departure by IR Limited or any other Person from any such provision will in any event be effective unless it is signed by IR Limited and the Trustee for the Outstanding Securities of such series.

Section 406. Limitation on Liability .

The obligations of IR Limited hereunder will be limited to the maximum amount as will not result in the obligations of IR Limited under its Additional Guarantee constituting a fraudulent conveyance or fraudulent transfer, after giving effect to all other relevant liabilities of IR Limited.

ARTICLE FIVE

REPORTS BY THE NEW PARENT

Section 501. Reports by the New Parent . Clause (b) of Section 704 of the Indenture is hereby amended by deleting all references to “the Guarantor” therein and substituting in place thereof “the New Parent.”

ARTICLE SIX

MISCELLANEOUS

Section 601. This Fourth Supplemental Indenture shall become effective as of the Effective Time.

Section 602. This Fourth Supplemental Indenture is hereby executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Fourth Supplemental Indenture forms a part thereof.

Section 603. This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 604. This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 605. The Article headings herein are for convenience only and shall not affect the construction hereof.

Section 606. If any provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with any provision of the Supplemented Indenture which is required to be included in the Supplemented Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

Section 607. In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 608. Nothing in this Fourth Supplemental Indenture, the Indenture or the Securities, express or implied, shall give to any person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Fourth Supplemental Indenture or the Securities.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.


INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, as the Company

By		/s/ Patricia Nachtigal
		Name: Patricia Nachtigal
		Title: Senior Vice President

INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, as the Successor Guarantor

By		/s/ Patricia Nachtigal
		Name: Patricia Nachtigal
		Title: President

INGERSOLL-RAND COMPANY LIMITED, as an Additional Guarantor

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

By		/s/ Barbara A. Santoro
		Name: Barbara A. Santoro
		Title: Vice President and Secretary

INGERSOLL-RAND PLC, as an Additional Guarantor

By		/s/ Barbara A. Santoro
		Name: Barbara A. Santoro
		Title: Director

[Fourth Supplemental Indenture to 2008 Indenture]


WELLS FARGO BANK, N.A., as Trustee

By		/s/ Raymond Delli Colli
		Name: Raymond Delli Colli
		Title: Vice President

[Fourth Supplemental Indenture to 2008 Indenture]

Exhibit 4.2

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 29, 2009 (the “Supplemental Indenture”), among INGERSOLL-RAND COMPANY LIMITED, a company duly organized and existing under the laws of Bermuda (“IR Limited”), INGERSOLL-RAND COMPANY, a company duly organized and existing under the laws of the State of New Jersey (the “Guarantor”), INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, a company duly organized and existing under the laws of Bermuda (the “Successor Company”), INGERSOLL-RAND PLC, a company duly organized and existing under the laws of Ireland (the “New Parent”), and WELLS FARGO BANK, N.A., a national banking association, acting as Trustee under the Indenture, as defined herein (the “Trustee”)

RECITALS:

WHEREAS, IR Limited, the Guarantor and the Trustee have heretofore executed and delivered a certain Indenture, dated as of May 24, 2005 (the “Indenture”);

WHEREAS, IR Limited and the Successor Company have entered into a share purchase agreement pursuant to which IR Limited has agreed to sell substantially all of its property to the Successor Company, which sale of property is to be completed at the Effective Time (defined below);

WHEREAS, at the time that the proposed scheme of arrangement between IR Limited and its Class A common shareholders becomes effective (the “Effective Time”), IR Limited, the Successor Company and the Guarantor will become direct and indirect wholly owned subsidiaries of the New Parent;

WHEREAS, the New Parent desires to guarantee the due and punctual payment of principal of, premium, if any, and interest on the Guaranteed Securities and IR Limited desires to guarantee the due and punctual payment of principal of, premium, if any, and interest on the Outstanding Guaranteed Securities (as defined below), in each case, when and as the same shall become due and payable;

WHEREAS, Section 901 of the Indenture provides, among other things, that, IR Limited, the Guarantor and the Trustee may amend or supplement the Indenture, without the consent of any Holder, to (i) evidence the succession of another corporation to IR Limited and

the assumption by any such successor of the covenants of IR Limited in the Indenture and in the Securities; and (ii) make any other provisions with respect to matters or questions arising under the Indenture that do not adversely affect the interests of Holders under the Indenture in any material respect;

WHEREAS, IR Limited, the Guarantor and the Trustee have determined that this Supplemental Indenture complies with Section 901 of the Indenture and does not require the consent of any Holders and, on the basis of the foregoing, the Trustee has determined that this Supplemental Indenture is in form satisfactory to it;

WHEREAS, each of IR Limited, the Guarantor, the Successor Company and the New Parent have been authorized by resolutions of their respective Boards of Directors to enter into this Supplemental Indenture; and

WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.

WITNESSETH:

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, IR Limited, the Guarantor, the Successor Company, the New Parent and the Trustee hereby agree as follows:

ARTICLE ONE

DEFINITIONS

Section 101. Capitalized terms in this Supplemental Indenture that are not otherwise defined herein shall have the meanings set forth in the Indenture.

Section 102. “Additional Guarantees” shall mean the guarantees by the New Parent and IR Limited, as authenticated and delivered pursuant to this Supplemental Indenture, which guarantees are set forth in Articles Three and Four, respectively, of this Supplemental Indenture.

Section 103. “Supplemented Indenture” shall mean the Indenture as supplemented by this Supplemental Indenture.

ARTICLE TWO

ASSUMPTION BY SUCCESSOR COMPANY

Section 201. IR Limited represents and warrants to the Trustee as follows:

(a) IR Limited is an exempted company duly incorporated, validly existing and in good standing under the laws of the Islands of Bermuda.

(b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

Section 202. The Successor Company represents and warrants to the Trustee as follows:

(a) The Successor Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Islands of Bermuda.

(b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

Section 203. In accordance with Section 801 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by IR Limited.

Section 204. Pursuant to Section 803 of the Indenture, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, IR Limited as the issuer under the Indenture and the Securities with the same effect as if the Successor Company had been named as “the Company” in the Indenture and the Securities; and thereafter IR Limited shall be relieved of all obligations and covenants under the Indenture and the Securities.

ARTICLE THREE

ADDITIONAL GUARANTEES OF THE NEW PARENT

Section 301. Additional Guarantees of the New Parent .

(a) The New Parent hereby fully and unconditionally guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by the Trustee for such Guaranteed Securities under the Indenture and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of principal of, premium, if any, and interest on the Guaranteed Securities when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and all other amounts owed under the Indenture, according to the terms thereof and of the Indenture. In case of the failure of the Company promptly to make any such payment of principal, premium, if any, or interest, the New Parent hereby agrees to make any such payment to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.

(b) The New Parent hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, joint and several, irrespective of, and shall be unaffected by any failure to enforce the provisions of such Guaranteed Security or the Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Guaranteed Security or the Trustee for the Securities of such series or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided , however , that, notwithstanding the

foregoing, no such waiver, modification or indulgence shall, without the consent of the New Parent, increase the principal amount of such Guaranteed Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Five of the Indenture. The New Parent hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Guaranteed Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Guaranteed Security and all demands whatsoever, and covenants that the Additional Guarantee of the New Parent will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Guaranteed Security or as otherwise set forth in the Indenture.

(c) The New Parent shall be subrogated to all rights of the Holder of such Guaranteed Security and the Trustee for the Securities of such series against the Company in respect of any amounts paid to such Holder by the New Parent pursuant to the provisions of its Additional Guarantee; provided , however , that the New Parent shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under the Indenture shall have been paid in full.

Section 302. Execution and Delivery of the Additional Guarantees of the New Parent .

To evidence its Additional Guarantee set forth in Section 301 of this Supplemental Indenture, the New Parent hereby agrees that this Supplemental Indenture shall be executed, manually or by facsimile, on behalf of the New Parent by its Chairman of the Board of Directors, its President, one of its Vice Presidents or its Treasurer.

The New Parent hereby agrees that its Additional Guarantee set forth in Section 301 of this Supplemental Indenture shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Additional Guarantee on the Guaranteed Securities.

If an Officer of the New Parent whose signature is on this Supplemental Indenture no longer holds that office at the time the Trustee authenticates the Guaranteed Securities, the Additional Guarantee of the New Parent shall be valid nevertheless.

The delivery of any Guaranteed Securities by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Additional Guarantee of the New Parent set forth in this Supplemental Indenture on behalf of the New Parent.

Section 303. Notice to Trustee .

The New Parent shall give prompt written notice to the Trustee for the Securities of such series of any fact known to the New Parent which prohibits the making of any payment to or by the Trustee in respect of the Additional Guarantee of the New Parent pursuant to the provisions of this Article Three of this Supplemental Indenture other than any agreement in effect on the date hereof.

Section 304. This Article Not to Prevent Events of Default .

The failure to make a payment on account of principal of, premium, if any, or interest on the Guaranteed Securities by reason of any provision of this Article Three of this Supplemental Indenture will not be construed as preventing the occurrence of an Event of Default.

Section 305. Amendment, Etc .

Section 306. Limitation on Liability .

The obligations of the New Parent hereunder will be limited to the maximum amount, as will not result in the obligations of the New Parent under its Additional Guarantee constituting a fraudulent conveyance or fraudulent transfer, after giving effect to all other relevant liabilities of the New Parent.

ARTICLE FOUR

ADDITIONAL GUARANTEES OF IR LIMITED

Section 401. Additional Guarantees of IR Limited .

(a) IR Limited hereby fully and unconditionally guarantees to each Holder of a Guaranteed Security that has been, as of the date of this Supplemental Indenture, authenticated and delivered by the Trustee for such Guaranteed Securities under the Indenture (each such Guaranteed Security, an “Outstanding Guaranteed Security”) and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of principal of, premium, if any, and interest on the Outstanding Guaranteed Securities when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and all other amounts owed under the Indenture, according to the terms thereof and of the Indenture. In case of the failure of the Company promptly to make any such payment of principal, premium, if any, or interest, IR Limited hereby agrees to make any such payment to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.

(b) IR Limited hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, joint and several, irrespective of, and shall be unaffected by any failure to enforce the provisions of such Outstanding Guaranteed Security or the Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Outstanding Guaranteed Security or the Trustee for the Securities of such series or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided , however , that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of IR Limited, increase the principal amount of such Outstanding Guaranteed Security, or increase the interest rate thereon, or increase any premium payable upon redemption

thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Five of the Indenture. IR Limited hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Outstanding Guaranteed Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Outstanding Guaranteed Security and all demands whatsoever, and covenants that the Additional Guarantee of IR Limited will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Outstanding Guaranteed Security or as otherwise set forth in the Indenture.

(c) IR Limited shall be subrogated to all rights of the Holder of such Outstanding Guaranteed Security and the Trustee for the Securities of such series against the Company in respect of any amounts paid to such Holder by IR Limited pursuant to the provisions of its Additional Guarantee; provided , however , that IR Limited shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under the Indenture shall have been paid in full.

Section 402. Execution and Delivery of the Additional Guarantees of IR Limited .

To evidence its Additional Guarantee set forth in Section 401 of this Supplemental Indenture, IR Limited hereby agrees that this Supplemental Indenture shall be executed, manually or by facsimile, on behalf of IR Limited by its Chairman of the Board of Directors, its President, one of its Vice Presidents or its Treasurer.

IR Limited hereby agrees that its Additional Guarantee set forth in Section 401 of this Supplemental Indenture shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Additional Guarantee on the Outstanding Guaranteed Securities.

Section 403. Notice to Trustee .

IR Limited shall give prompt written notice to the Trustee for the Securities of such series of any fact known to IR Limited which prohibits the making of any payment to or by the Trustee in respect of the Additional Guarantee of IR Limited pursuant to the provisions of this Article Four of this Supplemental Indenture other than any agreement in effect on the date hereof.

Section 404. This Article Not to Prevent Events of Default .

The failure to make a payment on account of principal of, premium, if any, or interest on the Outstanding Guaranteed Securities by reason of any provision of this Article Four of this Supplemental Indenture will not be construed as preventing the occurrence of an Event of Default.

Section 405. Amendment, Etc .

Section 406. Limitation on Liability .

The obligations of IR Limited hereunder will be limited to the maximum amount, as will not result in the obligations of IR Limited under its Additional Guarantee constituting a fraudulent conveyance or fraudulent transfer, after giving effect to all other relevant liabilities of IR Limited.

ARTICLE FIVE

REPORTS BY THE NEW PARENT

Section 501. Reports by the New Parent . The first paragraph of Section 704 of the Indenture is hereby amended by deleting all references to “the Company” therein and substituting in place thereof “the New Parent.”

ARTICLE SIX

MISCELLANEOUS

Section 601. This Supplemental Indenture shall become effective as of the Effective Time.

Section 602. This Supplemental Indenture is hereby executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof.

Section 603. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 604. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 605. The Article headings herein are for convenience only and shall not affect the construction hereof.

Section 606. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Supplemented Indenture which is required to be included in the Supplemented Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

Section 607. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 608. Nothing in this Supplemental Indenture, the Indenture or the Securities, express or implied, shall give to any person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Securities.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


INGERSOLL-RAND COMPANY LIMITED, as the Company and an Additional Guarantor

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

By		/s/ Barbara A. Santoro
		Name: Barbara A. Santoro
		Title: Vice President and Secretary

INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, as the Successor Company

By		/s/ Patricia Nachtigal
		Name: Patricia Nachtigal
		Title: President

INGERSOLL-RAND COMPANY, as the Guarantor

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

By		/s/ Barbara A. Santoro
		Name: Barbara A. Santoro
		Title: Vice President and Secretary

INGERSOLL-RAND PLC, as an Additional Guarantor

By		/s/ Barbara A. Santoro
		Name: Barbara A. Santoro
		Title: Director

[First Supplemental Indenture to 2005 Indenture]


WELLS FARGO BANK, N.A., as Trustee

By		/s/ Raymond Delli Colli
		Name: Raymond Delli Colli
		Title: Vice President

[First Supplemental Indenture to 2005 Indenture]

Exhibit 4.3

EXECUTION VERSION

FIFTH SUPPLEMENTAL INDENTURE

THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of June 29, 2009 (the “Fifth Supplemental Indenture”), among INGERSOLL-RAND COMPANY, a New Jersey corporation (the “Company”), INGERSOLL-RAND PLC, a company duly organized and existing under the laws of Ireland (the “New Parent”), INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, a company duly organized and existing under the laws of Bermuda (“IR International” and, together with the New Parent, the “Additional Guarantors”), and THE BANK OF NEW YORK MELLON, as Trustee (the “Trustee”)

RECITALS:

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of August 1, 1986, (as supplemented, the “Indenture”), as supplemented by the First Supplemental Indenture, dated as of August 15, 1986, the Second Supplemental Indenture, dated as of November 1, 1986, the Third Supplemental Indenture, dated as of November 14, 2000, and the Fourth Supplemental Indenture, dated as of December 31, 2001;

WHEREAS, at the time that the proposed scheme of arrangement between Ingersoll-Rand Company Limited, a company duly organized and existing under the laws of Bermuda (“IR Limited”), and its Class A common shareholders becomes effective (the “Effective Time”), IR International and the Company will become direct and indirect wholly owned subsidiaries of the New Parent;

WHEREAS, the New Parent desires to guarantee the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on the Securities and IR International desires to guarantee the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on the Outstanding Securities (as defined below);

WHEREAS, Section 901(2) of the Indenture provides, among other things, that, the Company and the Trustee may amend or supplement the Indenture, without the consent of any Holder, to make any other provisions with respect to matters or questions arising under the Indenture that do not adversely affect the interests of Holders under the Indenture in any material respect;

WHEREAS, the Company has determined that this Fifth Supplemental Indenture complies with Section 901(2) of the Indenture and does not require the consent of any Holders and, on the basis of the foregoing, the Trustee has determined that this Fifth Supplemental Indenture is in form satisfactory to it;

WHEREAS, each of the Company, IR International and the New Parent have been authorized by resolutions of their respective Boards of Directors to enter into this Fifth Supplemental Indenture; and

WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Fifth Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.

WITNESSETH:

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Company, IR International, the New Parent and the Trustee hereby agree as follows:

ARTICLE ONE

DEFINITIONS

Section 101. Capitalized terms in this Fifth Supplemental Indenture that are not otherwise defined herein shall have the meanings set forth in the Indenture.

Section 102. “Additional Guarantees” shall mean the guarantees by the New Parent and IR International as authenticated and delivered pursuant to this Fifth Supplemental Indenture, which guarantees are set forth in Article Two of this Fifth Supplemental Indenture.

Section 103. “Supplemented Indenture” shall mean the Indenture as supplemented by this Fifth Supplemental Indenture.

ARTICLE TWO

ADDITIONAL GUARANTEES

Section 201. Additional Guarantees of the New Parent .

The New Parent hereby irrevocably and unconditionally guarantees to the Trustee and the Holders the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on the Securities according to the terms of the Securities and as more fully described in the Indenture. Notwithstanding the foregoing, the Company shall remain obligated under the Indenture and the Securities, in accordance with the terms of the Indenture.

Section 202. Additional Guarantees of IR International .

IR International hereby irrevocably and unconditionally guarantees to the Trustee and the Holders the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on the Securities that have been, as of the date of this Fifth Supplemental Indenture, authenticated and delivered to the Trustee (such Securities, the “Outstanding Securities”), according to the terms of such Outstanding Securities and as more fully described in the Indenture. Notwithstanding the foregoing, the Company shall remain obligated under the Indenture and the Outstanding Securities, in accordance with the terms of the Indenture.

ARTICLE THREE

AMENDMENTS

Section 301. Reports by the New Parent . The first paragraph of Section 704 of the Indenture is hereby amended by deleting all references to “IR Limited” therein and substituting in place thereof “the New Parent.”

ARTICLE FOUR

MISCELLANEOUS

Section 401. This Fifth Supplemental Indenture shall become effective as of the Effective Time.

Section 402. This Fifth Supplemental Indenture is hereby executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Fifth Supplemental Indenture forms a part thereof.

Section 403. This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 404. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 405. The Article headings herein are for convenience only and shall not affect the construction hereof.

Section 406. If any provision of this Fifth Supplemental Indenture limits, qualifies or conflicts with any provision of the Supplemented Indenture which is required to be included in the Supplemented Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

Section 407. In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 408. Nothing in this Fifth Supplemental Indenture, the Indenture or the Securities, express or implied, shall give to any person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Fifth Supplemental Indenture or the Securities.

Section 409. The recitals and statements herein are deemed to be those of each Additional Guarantor and the Company and not of the Trustee. The Trustee makes no representation as to the validity or sufficiency of this Fifth Supplemental Indenture.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the date first above written.


INGERSOLL-RAND COMPANY, as the Company

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

By		/s/ Barbara A. Santoro
		Name: Barbara A. Santoro
		Title: Vice President and Secretary


INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, as an Additional Guarantor

By		/s/ Patricia Nachtigal
		Name: Patricia Nachtigal
		Title: President


INGERSOLL-RAND PLC, as an Additional Guarantor

By		/s/ Barbara A. Santoro
		Name: Barbara A. Santoro
		Title: Director

[Fifth Supplemental Indenture to 1986 Indenture]


THE BANK OF NEW YORK MELLON, as Trustee

By		/s/ Christopher Greene
		Name: Christopher Greene
		Title: Vice President

[Fifth Supplemental Indenture to 1986 Indenture]

Exhibit 10.1

ADDENDUM dated as of July 1, 2009 (this “ Addendum ”), to the Credit Agreement dated as of June 27, 2008 (as amended, supplemented or otherwise modified, the “ Credit Agreement ”), among INGERSOLL-RAND COMPANY, INGERSOLL-RAND COMPANY LIMITED, the several banks and other financial institutions from time to time parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC., THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, BNP PARIBAS and WILLIAM STREET LLC, as Documentation Agents, and J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

B. The definition of the term “IR Parent” in Section 1.1 of the Credit Agreement provides that a Person will become the Subsequent Parent Company (and, in accordance with such definition, IR Parent) for purposes of the Credit Agreement so long as, among other things, such Person (x) executes and delivers a copy of the Credit Agreement and (y) becomes a Guarantor pursuant to the terms of Section 9.16(j) of the Credit Agreement. The undersigned Person (the “ New Subsequent Parent Company ”) is executing this Addendum in accordance with the requirements of the Credit Agreement to become the Subsequent Parent Company and a Guarantor under the Credit Agreement.

Accordingly, the Administrative Agent and the New Subsequent Parent Company agree as follows:

SECTION 1. In accordance with and pursuant to (a) the definition of the term “IR Parent” in Section 1.1 of the Credit Agreement and (b) Section 9.16(j) of the Credit Agreement, the New Subsequent Parent Company by its signature below becomes the Subsequent Parent Company (and, accordingly, is designated as “IR Parent” and becomes a Guarantor) under the Credit Agreement with the same force and effect as if the New Subsequent Parent Company had executed the Credit Agreement as “IR Parent” on the Effective Date, and the New Subsequent Parent Company hereby (i) agrees to all the terms and provisions of the Credit Agreement applicable to it as IR Parent and as a Guarantor thereunder and (ii) represents and warrants that the representations and warranties made by it as IR Parent and a Guarantor thereunder are true and correct in all material respects on and as of the date hereof (except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date). Each reference to “IR Parent” in the Credit Agreement shall be deemed to refer to the New Subsequent Parent Company and each reference to a “Guarantor” in the Credit Agreement shall be deemed to include the New Subsequent Parent Company. The Credit Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsequent Parent Company represents and warrants to the Administrative Agent and each Bank that this Addendum has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Addendum may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Addendum shall become effective when the Administrative Agent shall have received a counterpart of this Addendum that bears the signature of the New Subsequent Parent Company and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Addendum by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Addendum.

SECTION 4. The New Subsequent Parent Company hereby represents and warrants that set forth under its signature hereto is its jurisdiction of formation.

SECTION 5. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

SECTION 6. THIS ADDENDUM SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Addendum should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. The New Subsequent Parent Company agrees to reimburse the Administrative Agent for its fees and expenses pursuant to Section 9.3 of the Credit Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the New Subsequent Parent Company and the Administrative Agent have duly executed this Addendum as of the day and year first above written.


INGERSOLL-RAND PLC,

by		/s/ Barbara A. Santoro
		Name: Barbara A. Santoro
		Title: Secretary

		Jurisdiction of Formation: Ireland


JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

by		/s/ Richard W. Duker
		Name: Richard W. Duker
		Title: Managing Director

Exhibit 10.2

ADDENDUM dated as of July 1, 2009 (this “ Addendum ”), to the Credit Agreement dated as of August 12, 2005 (as amended, supplemented or otherwise modified, the “ Credit Agreement ”), among INGERSOLL-RAND COMPANY, INGERSOLL-RAND COMPANY LIMITED, the several banks and other financial institutions from time to time parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITICORP USA, INC., as Syndication Agent, and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC., THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH and UBS SECURITIES LLC, as Documentation Agents.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

B. The definition of the term “IR Parent” in Section 1.1 of the Credit Agreement provides that a Person will become the Subsequent Parent Company (and, in accordance with such definition, IR Parent) for purposes of the Credit Agreement so long as, among other things, such Person (x) executes and delivers a copy of the Credit Agreement and (y) becomes a Guarantor pursuant to the terms of Section 9.16(b) of the Credit Agreement. The undersigned Person (the “ New Subsequent Parent Company ”) is executing this Addendum in accordance with the requirements of the Credit Agreement to become the Subsequent Parent Company and a Guarantor under the Credit Agreement.

Accordingly, the Administrative Agent and the New Subsequent Parent Company agree as follows:

SECTION 1. In accordance with and pursuant to (a) the definition of the term “IR Parent” in Section 1.1 of the Credit Agreement and (b) Section 9.16(b) of the Credit Agreement, the New Subsequent Parent Company by its signature below becomes the Subsequent Parent Company (and, accordingly, is designated as “IR Parent” and becomes a Guarantor) under the Credit Agreement with the same force and effect as if the New Subsequent Parent Company had executed the Credit Agreement as “IR Parent” on the Effective Date, and the New Subsequent Parent Company hereby (i) agrees to all the terms and provisions of the Credit Agreement applicable to it as IR Parent and as a Guarantor thereunder, (ii) represents and warrants that the representations and warranties made by it as IR Parent and a Guarantor thereunder (other than the representations and warranties set forth in Sections 4.4(c) and 4.5 of thereunder) are true and correct in all material respects on and as of the date hereof (except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), (iii) represents and warrants that, since March 31, 2008, there has been no material adverse change in the business, financial position or results of operations of IR Parent and its Consolidated Subsidiaries, considered as a whole, and (iv) represents and warrants that, except for the litigation disclosed under the headings “The European Commission

Investigation” and “Bath and Kitchen Fixtures Antitrust Litigation and U.S. Department of Justice Competition Investigation” in Trane Inc.’s report filed with the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2007, there is no action, suit or proceeding pending against, or to the knowledge of IR Parent threatened against or affecting, IR Parent or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which would materially adversely affect the businesses, consolidated financial position or consolidated results of operations of IR Parent and its Consolidated Subsidiaries, taken as a whole, or which in any manner draws into question the validity of the Credit Agreement or the Notes. Each reference to “IR Parent” in the Credit Agreement shall be deemed to refer to the New Subsequent Parent Company and each reference to a “Guarantor” in the Credit Agreement shall be deemed to include the New Subsequent Parent Company. The Credit Agreement is hereby incorporated herein by reference.

SECTION 4. The New Subsequent Parent Company hereby represents and warrants that set forth under its signature hereto is its jurisdiction of formation.

SECTION 5. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

SECTION 6. THIS ADDENDUM SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. The New Subsequent Parent Company agrees to reimburse the Administrative Agent for its fees and expenses pursuant to Section 9.3 of the Credit Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the New Subsequent Parent Company and the Administrative Agent have duly executed this Addendum as of the day and year first above written.


INGERSOLL-RAND PLC,

by		/s/ Barbara A. Santoro
		Name: Barbara A. Santoro
		Title: Secretary

		Jurisdiction of Formation: Ireland


JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

by		/s/ Richard W. Duker
		Name: Richard W. Duker
		Title: Managing Director

Exhibit 10.3

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

B. The definition of the term “Guarantors” in Section 1.1 of the Credit Agreement requires that certain Persons that guarantee Public Debt become Guarantors for purposes of the Credit Agreement. The undersigned Person (the “ New Guarantor ”) is executing this Addendum in accordance with the requirements of Section 9.16(j) of the Credit Agreement to become a Guarantor under the Credit Agreement.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1. In accordance with and pursuant to Section 9.16(j) of the Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Credit Agreement with the same force and effect as if the New Guarantor had executed the Credit Agreement as a Guarantor on the Effective Date, and the New Guarantor hereby agrees to all the terms and provisions of the Credit Agreement applicable to it as a Guarantor thereunder. Each reference to a “Guarantor” in the Credit Agreement shall be deemed to include the New Guarantor. The Credit Agreement is hereby incorporated herein by reference. In addition, in accordance with Section 5.7 of the Credit Agreement, the New Guarantor hereby agrees to be bound by the terms of Sections 5.6 and 5.7 of the Credit Agreement as if it were a Borrower.

SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and each Bank that this Addendum has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Addendum may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an

original, but all of which when taken together shall constitute a single contract. This Addendum shall become effective when the Administrative Agent shall have received a counterpart of this Addendum that bears the signature of the New Guarantor and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Addendum by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Addendum.

SECTION 4. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

SECTION 5. THIS ADDENDUM SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Addendum should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. The New Guarantor agrees to reimburse the Administrative Agent for its fees and expenses pursuant to Section 9.3 of the Credit Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Addendum as of the day and year first above written.


INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED,

by		/s/ Patricia Nachtigal
		Name: Patricia Nachtigal
		Title: President


JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

by		/s/ Richard W. Duker
		Name: Richard W. Duker
		Title: Managing Director

Exhibit 10.4

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

B. The definition of the term “Guarantors” in Section 1.1 of the Credit Agreement requires that certain Persons that guarantee Public Debt become Guarantors for purposes of the Credit Agreement. The undersigned Person (the “ New Guarantor ”) is executing this Addendum in accordance with the requirements of Section 9.16(b) of the Credit Agreement to become a Guarantor under the Credit Agreement.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1. In accordance with and pursuant to Section 9.16(b) of the Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Credit Agreement with the same force and effect as if the New Guarantor had executed the Credit Agreement as a Guarantor on the Effective Date, and the New Guarantor hereby agrees to all the terms and provisions of the Credit Agreement applicable to it as a Guarantor thereunder. Each reference to a “Guarantor” in the Credit Agreement shall be deemed to include the New Guarantor. The Credit Agreement is hereby incorporated herein by reference. In addition, in accordance with Section 5.7 of the Credit Agreement, the New Guarantor hereby agrees to be bound by the terms of Sections 5.6 and 5.7 of the Credit Agreement as if it were a Borrower.

Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Addendum by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Addendum.

SECTION 4. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

SECTION 5. THIS ADDENDUM SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. The New Guarantor agrees to reimburse the Administrative Agent for its fees and expenses pursuant to Section 9.3 of the Credit Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Addendum as of the day and year first above written.

Exhibit 10.5

DEED POLL INDEMNITY

THIS DEED POLL INDEMNITY is made and effective as of July 1, 2009 by Ingersoll-Rand public limited company, an Irish incorporated company (the “Indemnitor”), in respect of the class of Indemnitees (hereinafter defined).

WHEREAS, the Indemnitor wishes to Indemnify the Indemnitees;

NOW THEREFORE, the Indemnitor hereby agrees as follows:

1. Indemnity . (1) The Indemnitor hereby absolutely, unconditionally and irrevocably indemnifies severally any person who was, is or is threatened to be made a party to a Proceeding (hereinafter defined) by reason of the fact that he or she (a) is or was a director, secretary or “officer” or “senior executive” (as may be determined from time to time by the Board of Directors of the Indemnitor) or (b) is or was serving at the request of the Indemnitor or any of the Group Entities (hereinafter defined) as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary (together, the class of persons in clauses (a) and (b) above are hereinafter referred to collectively as the “Indemnitees”) of any subsidiary or a majority owned affiliate of the Indemnitor (wherever incorporated or organized) (the “Group Entities”) to the fullest extent permitted under Irish law, as the same exists or may hereafter be amended, for payment and performance, of any and all obligations, amounts or other liabilities (the “Obligations”) of the Indemnitees now or hereafter existing incurred in respect of such service, to the extent permitted by Irish law, provided that nothing in this Clause 1 or this Deed Poll shall indemnify any director or secretary of the Indemnitor in respect of any liability prohibited from being indemnified pursuant to section 200 of the Companies Act 1963 (as amended) (“Section 200”). Such right shall be a contract right and as such shall run to the benefit of each Indemnitee.

Any repeal or amendment of this Indemnity shall be prospective only and shall not limit the rights of any Indemnitee or the Obligations of the Indemnitor with respect to any claim arising from or related to the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Indemnity. Such right shall include the right to be paid by the Indemnitor expenses incurred in defending any such Proceeding in advance of its final disposition to the maximum extent permitted under Irish law, as the same exists or may hereafter be amended; provided that to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Indemnity or otherwise.

any such action that such indemnification or advancement of costs of defense are not permitted under Irish law, but the burden of proving such defense shall be on the Indemnitor. Neither the failure of the Indemnitor (including the board of directors of the Indemnitor or any committee thereof, independent legal counsel or members of the Indemnitor (the “Members”)) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the Indemnitor (including the board of directors of the Indemnitor or any committee thereof, independent legal counsel or Members) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible.

In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.

Except as otherwise provided in this subparagraph (1), the Indemnitor shall be required to indemnify an Indemnitee in connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by the person was authorised by the board of directors of the Indemnitor.

(2) The Indemnitor may additionally indemnify any employee or agent of the Indemnitor and/or the Group Entities to the fullest extent permitted by law.

(3) The rights conferred on any Indemnitee by this Indemnity shall not be exclusive of any other rights which such Indemnitee may have or hereafter acquire.

(4) The Indemnitor’s obligation, if any, to indemnify or to advance expenses to any Indemnitee shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from Ingersoll-Rand Company Limited or any of the Group Entities.

(5) This Indemnity shall not extend to any matter in respect of any intentional wrongdoing, fraud or dishonesty which may attach to any of the Indemnitees, or in respect of any liability prohibited from being indemnified under Section 200.

(6) “Proceeding,” for purposes of this Indemnity, means any threatened, pending or completed action, suit, claim or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit, claim or proceeding, and any inquiry or investigation that could lead to such an action, suit, claim or proceeding.

(7) Each Member agrees to exempt an Indemnitee from any claim or right of action such Member might have, whether individually or by or in the right of the Indemnitor, against any Indemnitee on account of any action taken by such Indemnitee, or the failure of such Indemnitee to take any action in the performance of his or her duties with or for the Indemnitor or any Group Entities; provided that such waiver shall not extend to any matter in respect of any intentional wrongdoing, fraud or dishonesty which may attach to such Indemnitee.

2. Duration . This Deed shall take effect on and be deemed to be delivered as a deed on the date on which it is executed and shall continue and remain in force and effect until and shall expire on the earlier of the date on which the Indemnitor shall have (a) performed all its Obligations and discharged its liabilities hereunder or (b) terminated this Deed and provided for indemnification of the Indemnitees by entering into a substitute Deed; provided that no Indemnitee who is entitled to indemnification pursuant to this Deed shall be prejudiced by the actions described at (b) above.

3. Notice to Indemnitor . the Indemnitor waives notice of acceptance of this Indemnity by any Indemnitee.

4. Consideration and Several Indemnity . The Indemnitor assumes the Obligations and liabilities under this Deed in consideration of each Indemnitee’s service as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of the Indemnitor or any of the Group Entities, as the case may be, whether such act is taken on the date of this Deed or subsequently. This Indemnity is made for the benefit of the Indemnitees severally.

5. Nature of Indemnity . The Indemnitor’s Obligations hereunder shall not be affected by the existence, validity, enforceability, or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Indemnitor. In the event that any payment by the Indemnitor to the Indemnitees in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Indemnitor shall remain liable hereunder with respect to such Obligations as if such payment had not been made.

If at any time one or more of the provisions hereof or any part thereof is in contravention of Section 200, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. It is agreed by the parties that a court of competent jurisdiction may sever any such provision which contravenes Section 200. The parties hereto agree that should any provision of this Agreement be found by a court of competent jurisdiction to contravene Section 200, then they shall forthwith enter into good faith negotiations to amend that provision in such a way that, as amended, it is valid, legal and enforceable and carries out the original intent of the parties as set out herein.

6. Changes in Obligations, and Agreements Relating thereto; Waiver of Certain Notices . The Indemnitor agrees that the Indemnitees may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Indemnitor, extend the time of payment of, or renew all or any part of the Obligations, and may also make any agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof, without in any way impairing or affecting this Indemnity.

every right, remedy and power hereby granted to the Indemnitees or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Indemnitees at any time or from time to time.

8. Assignment . No Indemnitee may assign its rights, interests or Obligations hereunder to any other person (except by operation of law) without the prior written consent of the Indemnitor.

9. Notices . All notices or demands on the Indemnitor shall be deemed effective when received, shall be in writing and shall be delivered by hand or by registered mail, or by facsimile transmission promptly confirmed by registered mail, addressed to the Indemnitor at:


Address:		Barbara A. Santoro c/o Ingersoll-Rand plc 170/175 Lakeview Drive Airside Business Park Swords Co. Dublin

Tel:		(+353) 1 870 7000

Fax:		(+353) 1 870 7001

or to such other address or fax number as the Indemnitor shall have notified the Indemnitees in a written notice delivered to the Indemnitees at the addresses or facsimile numbers specified in the Indemnitor’s records.

10. Continuing Indemnity . This Indemnity shall remain in full force and effect and shall be binding on the Indemnitor, its successors and assigns until all of the Obligations have been satisfied in full.

11. Governing Law . This Indemnity shall be governed by and construed in accordance with the laws of Irish without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, this Deed Poll Indemnity has been duly executed as a deed and shall be delivered by the Indemnitor in accordance with clause 2 hereof.

SEAL: [SEAL]


By:	/s/ Patricia Nachtigal
	Name:	Patricia Nachtigal
	Title:	Senior Vice President

By:	/s/ Barbara A. Santoro
	Name:	Barbara A. Santoro
	Title:	Vice President

Exhibit 10.6

EXECUTION VERSION

DEED POLL INDEMNITY

THIS DEED POLL INDEMNITY is made and effective as of July 1, 2009 by Ingersoll-Rand Company Limited, a Bermuda company (the “Indemnitor”), in respect of the class of Indemnitees (hereinafter defined).

WHEREAS, the Indemnitor wishes to Indemnify the Indemnitees;

NOW THEREFORE, the Indemnitor hereby agrees as follows:

1. Indemnity . (1) The Indemnitor hereby absolutely, unconditionally and irrevocably indemnifies severally any person who was, is or is threatened to be made a party to a Proceeding (hereinafter defined) by reason of the fact that he or she (a) is or was a director or secretary or an “officer” or “senior executive” (as may be determined from time to time by the Board of Directors of Ingersoll-Rand plc, an Irish public limited company (“IR-Ireland”)) of IR-Ireland, or (b) is or was serving at the request of IR-Ireland or any of the Group Entities (hereinafter defined) as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary (together, the class of persons in clauses (a) and (b) above are hereinafter referred to collectively as the “Indemnitees”) of any subsidiary or any majority owned affiliate of IR-Ireland (wherever incorporated or organized) (the “Group Entities”), to the fullest extent permitted under Bermuda law, as the same exists or may hereafter be amended, for payment and performance, of any and all obligations, amounts or other liabilities (the “Obligations”) of the Indemnitees now or hereafter existing incurred in respect of such service. Such right shall be a contract right and as such shall run to the benefit of each Indemnitee.

Any repeal or amendment of this Indemnity shall be prospective only and shall not limit the rights of any Indemnitee or the Obligations of the Indemnitor with respect to any claim arising from or related to the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Indemnity. Such right shall include the right to be paid by the Indemnitor expenses incurred in defending any such Proceeding in advance of its final disposition to the maximum extent permitted under Bermuda law, as the same exists or may hereafter be amended; provided that to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Indemnity or otherwise.

If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Indemnitor within 60 days after a written claim has been received by the Indemnitor, the Indemnitee may at any time thereafter bring suit against the Indemnitor to recover the unpaid amount of the claim, and if successful in whole or in part, the Indemnitee shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under Bermuda law, but the burden of proving such defense shall be on the Indemnitor. Neither the failure of the Indemnitor (including the board of directors of the Indemnitor or any

committee thereof, independent legal counsel or members of the Indemnitor (the “Members”)) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the Indemnitor (including the board of directors of the Indemnitor or any committee thereof, independent legal counsel or Members) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible.

(2) The Indemnitor may additionally indemnify any employee or agent of IR-Ireland and/or the Group Entities to the fullest extent permitted by law.

(3) The rights conferred on any Indemnitee by this Indemnity shall not be exclusive of any other rights which such Indemnitee may have or hereafter acquire.

(5) This Indemnity shall not extend to any matter in respect of any intentional wrongdoing, fraud or dishonesty which may attach to any of the Indemnitees.

3. Notice to Indemnitor . The Indemnitor waives notice of acceptance of this Indemnity by any Indemnitee.

4. Consideration and Several Indemnity . The Indemnitor assumes the Obligations and liabilities under this Deed in consideration of each Indemnitee’s service as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of IR-Ireland or any of the Group Entities, as the case may be, whether such act is taken on the date of this Deed or subsequently. This Indemnity is made for the benefit of the Indemnitees severally.

7. No Waiver; Cumulative Rights . No failure on the part of the Indemnitees to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Indemnitees of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Indemnitees or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Indemnitees at any time or from time to time.

8. Assignment . No Indemnitee may assign its rights, interests or Obligations hereunder to any other person (except by operation of law) without the prior written consent of the Indemnitor.


Address:		Barbara A. Santoro c/o Ingersoll-Rand Company One Centennial Avenue Piscataway, New Jersey 08855 USA

Tel:		+1 (732) 652-7000
Fax:		+1 (866) 630-4100

11. Governing Law . This Indemnity shall be governed by and construed in accordance with the laws of Bermuda without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, this Deed Poll Indemnity has been duly executed as a deed and shall be delivered by the Indemnitor in accordance with clause 2 hereof.

SEAL: [SEAL]


By:	/s/ Patricia Nachtigal
	Name:	Patricia Nachtigal
	Title:	Senior Vice President

By:	/s/ Barbara A. Santoro
	Name:	Barbara A. Santoro
	Title:	Vice President

Exhibit 10.7

INGERSOLL-RAND COMPANY

INCENTIVE STOCK PLAN OF 1995

(AMENDED AND RESTATED EFFECTIVE JULY 1, 2009)

SECTION 1. PURPOSES: The purposes of the Plan are (a) to provide additional incentives for Key Employees, by authorizing the payment of bonus or incentive compensation in shares of Common Stock and by encouraging Key Employees to invest in shares of Common Stock, thereby furthering their identity of interest with the interests of the Company’s shareholders, increasing their stake in the future growth and prosperity of the Company and stimulating and sustaining constructive and imaginative thinking, (b) to enable the Company, by offering incentives comparable to other organizations with which it competes in connection with the employment of senior level individuals, to induce the employment of the most highly-qualified individuals and the continued employment of Key Employees, and (c) to enhance the Company’s ability to attract and retain highly-qualified individuals as directors of the Company.

SECTION 2. DEFINITIONS: Unless otherwise required by the context, the following terms, when used in the Plan, shall have the meanings set forth in this Section 2:

Act: The Securities Exchange Act of 1934, as amended.

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

Associate: Used to indicate a relationship with a specified person, (a) any corporation or organization (other than the Company or a majority-owned subsidiary of the Company) of which such specified person is an officer or partner, or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (b) any trust or other estate in which such specified person has a substantial beneficial interest or as to which such specified person serves as trustee or in a similar capacity, (c) any relative or spouse of such specified person, or any relative of such spouse who has the same home as such specified person, or who is a director or officer of the Company or any of its parents or subsidiaries, and (d) any person who is a director, officer or partner of such specified person or of any corporation (other than the Company or any wholly-owned Subsidiary), partnership or other entity which is an Affiliate of such specified person.

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

Board of Directors or Board: The Board of Directors of the Company.

Change in Control of the Company: The occurrence of either of the following:

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

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

Notwithstanding any other provision of this Section or any other Section of the Plan to the contrary, none of the transactions contemplated by the Scheme of Arrangement under section 99 of the Bermuda Companies Act 1981 (the “Scheme of Arrangement”), pursuant to which the Class A common shares of the Company will be cancelled and the holders of such Class A common shares will receive, on a one-for-one basis, new shares of Ingersoll-Rand plc, a company incorporated and organized under the laws of Ireland (“IR-Ireland”) (or, in the case of any fractional interests in shares, cash), and new common shares of Ingersoll-Rand Company Limited will be issued to IR-Ireland (the “Transaction”) shall trigger, constitute or be deemed a Change in Control of the Company.

Code: The Internal Revenue Code of 1986, as amended from time to time.

Committee: Such committee or committees as shall be appointed by the Board of Directors to administer the Plan pursuant to the provisions of Section 12.

Common Stock: The Common Stock of the Company, par value $2 per share, or such other class of shares or other securities as may be applicable pursuant to the provisions of paragraph (a) of Section 10. Effective July 1, 2009 “Common Stock” means the ordinary shares of the Company, par value $1.00 per share.

Common Stock Equivalents: Such of the rights and benefits of the actual owner of shares of Common Stock as the Committee (or the Independent Directors Committee in the case of grants to Key Employees who are also members of the Board) may determine, including the right to receive dividends and the right to receive the amount of appreciation in value, if any, on such shares of Common Stock from the date the grant of such Common Stock Equivalents became effective until they become payable to the holder.

Company: Ingersoll-Rand Company, a New Jersey corporation. Effective July 1, 2009, “Company” means Ingersoll-Rand plc, an Irish company.

Continuing Director: A director who either was a member of the Board on April 27, 1995 or who became a member of the Board subsequent to such date and whose election, or nomination for election by the Company’s shareholders, was Duly Approved by the Continuing

Directors at the time of such nomination or election, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the Board in which such person is named as a nominee for director; provided, however, that no individual shall be considered a Continuing Director if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Act) or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest.

Disability: Such term as defined under the pension, retirement or appropriate benefit plan or plans of the Company or a Subsidiary applicable to the Key Employee.

Dividend Equivalents: A right to receive immediately or on a deferred basis, whether or not subject to forfeiture, an amount equivalent to all or part of dividends paid or payable on a share of Common Stock subject to a Stock Incentive.

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

Fair Market Value: As applied to any date, the mean between the high and low sales prices of a share of Common Stock on such date in New York Stock Exchange Composite Transactions, as reported in The Wall Street Journal or another newspaper of general circulation, or, if no such sales were made on such date, on the next preceding date on which there were such sales so reported. If the Common Stock is not listed or admitted to trading on the New York Stock Exchange, the Fair Market Value of the Common Stock shall be the closing sales price of one share of Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted sales price, or if not so quoted, the average of the high bid and low asked prices in the over-the-counter market of the Common Stock, as reported by the National Association of Securities Dealers Inc. Automated Quotations system or such other system then in use, or, if on any such date the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices of the Common Stock as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the Fair Market Value shall be determined in good faith by the Continuing Directors.

Incentive Compensation: Bonuses, extra and other compensation payable in addition to a salary or other base amount, whether contingent or not, whether discretionary or required to be paid pursuant to an agreement, resolution, arrangement, plan or practice and whether payable currently or on a deferred basis, in cash, Common Stock or other property, awarded by the Company or a Subsidiary.

Independent Directors Committee: The members of the Board who satisfy the requirements to be both (a) “disinterested persons” within the meaning of Rule 16b-3 under the Act (or any successor rule or regulation), and (b) “outside directors” within the meaning of Section 162(m) of the Code and the rules and regulations promulgated thereunder (or any successor provision, rules or regulations).

Key Employee: An employee of the Company or a Subsidiary, including an officer or director who is an employee, who in the opinion of the Committee (or the Independent Directors Committee, with respect to employees who are also members of the Board), can contribute significantly to the growth and successful operations of the Company or such Subsidiary. The granting of a Stock Incentive to an employee pursuant to the Plan shall be deemed a determination that such employee is a Key Employee.

Outside Director: A member of the Board (including an emeritus member) who is not an officer or employee of the Company, a Subsidiary or Affiliate.

Option: An option to purchase a share of Common Stock.

Plan: The Incentive Stock Plan of 1995 herein set forth as the same may from time to time be amended.

Retirement: Such term as defined under the pension or retirement plan or plans of the Company or a Subsidiary applicable to the Key Employee, pursuant to which the Key Employee is receiving or will, upon such retirement, be entitled to receive retirement benefits.

Stock Appreciation Right: A right to receive a number of shares of Common Stock, or, with the approval of the Committee (or the Independent Directors Committee in the case of grants to employees who are also members of the Board), cash, in either event based on the increase in the Fair Market Value of the number of shares of Common Stock subject to such right, as set forth in Section 7.

Stock Award: An issuance or transfer of shares of Common Stock at the time a Stock Incentive is granted or as soon thereafter as practicable, or an undertaking to issue or transfer such shares in the future. As provided in Section 5, Stock Awards may be designated as Employment Stock Awards or Performance Stock Awards.

Stock Incentive: A Stock Incentive granted under the Plan in one of the forms provided for in Section 3.

Subsidiary: A corporation or other form of business association of which shares (or other ownership interests) having 50% or more of the voting power are owned or controlled, directly or indirectly, by the Company.

SECTION 3. GRANTS OF STOCK INCENTIVES:

(a) Subject to the provisions of the Plan, the Committee may at any time, and from time to time, grant Stock Incentives to, and only to, Key Employees; provided, however, that a Stock Incentive may be granted to a Key Employee who at the time of such grant is a member of the Board of Directors only by the Independent Directors Committee based upon a recommendation of the Committee.

(b) Stock Incentives may be granted in the following forms:

(i) a Stock Award, in accordance with Section 5, or

(ii) an Option, in accordance with Section 6, or

(iii) a Stock Appreciation Right, in accordance with Section 7, or

(iv) any combination of the foregoing.

SECTION 4. STOCK SUBJECT TO THE PLAN:

(a) Subject to the provisions of paragraph (c) of this Section 4 and of paragraph (a) of Section 10, the aggregate number of shares of Common Stock which may be issued or transferred pursuant to Stock Incentives granted under the Plan shall not exceed 6,000,000 shares of Common Stock. No Key Employee shall be granted in the aggregate Stock Incentives (excluding Stock Awards) relating to more than 15% of the aggregate number of shares of Common Stock issuable or transferable under the Plan.

(b) Authorized but unissued shares of Common Stock and shares of Common Stock held in the treasury, whether acquired by the Company specifically for use under the Plan or otherwise, may be used, as the Board of Directors may from time to time determine, for purposes of the Plan; provided, however, that any shares acquired or held by the Company for the purposes of the Plan shall, unless and until transferred to a Key Employee in accordance with the terms and conditions of a Stock Incentive, be and at all times remain treasury shares of the Company irrespective of whether such shares are entered in a special account for purposes of the Plan, and shall be available for any corporate purpose.

(c) If any shares of Common Stock subject to a Stock Incentive shall not be issued or transferred and shall cease to be issuable or transferable because of the termination, in whole or in part, of such Stock Incentive, or, subject to the provisions of paragraph (i) of Section 6 and paragraph (d) of Section 7, for any other reason, or if any such shares shall, after issuance or transfer, be reacquired by the Company or a Subsidiary because of an employee’s failure to comply with the terms and conditions of a Stock Incentive, the shares not so issued or transferred, or the shares so reacquired by the Company or a Subsidiary, shall no longer be charged against the limitation provided for in paragraph (a) of this Section 4 and may again be made subject to Stock Incentives.

SECTION 5. STOCK AWARDS: Stock Incentives in the form of Stock Awards shall be subject to the following provisions:

(a) A Stock Award shall be granted only (i) in payment of Incentive Compensation that has been earned or (ii) as Incentive Compensation to be earned.

(b) Shares of Common Stock subject to a Stock Award may be issued or transferred to a Key Employee at the time the Stock Award is granted, or at any time subsequent thereto, or in installments from time to time, as the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) shall determine. In the event that any such issuance or transfer shall not be made to the Key Employee at the time the Stock Award is granted, the Committee (or the Independent Directors Committee, as the case may be) may provide for the payment or crediting to such Key Employee of Dividend Equivalents. Any amount payable in shares of Common Stock under the terms of a Stock Award may, in the discretion of the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board), be paid in cash on each date on which delivery of shares would otherwise have been made, in an amount equal to the Fair Market Value on such date of the shares which would otherwise have been delivered.

(c) A Stock Award shall contain such terms and conditions as the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) shall determine with respect to payment or forfeiture of all or any part of the Stock Award upon termination of employment or the occurrence of other circumstances.

(d) A Stock Award shall be subject to such other terms and conditions, including, without limitation, restriction on sale or other disposition of the Stock Award or of the shares issued or transferred pursuant to such Stock Award, as the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) shall determine; provided, however, that upon the issuance or transfer of shares pursuant to a Stock Award, the recipient shall, with respect to such shares, be and become a shareholder of the Company fully entitled to receive dividends, to vote and to exercise all other rights of a shareholder except to the extent otherwise provided in the Stock Award. Each Stock Award shall be evidenced by a written instrument in such form as the Committee shall determine, provided the Stock Award is consistent with the Plan and incorporates it by reference.

(e) All or part of a Stock Award may be designated as an Employment Stock Award, as to which the shares so designated shall only be issued if the Key Employee to whom such Stock Award has been granted meets the employment terms and conditions specified by the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) at the time such Stock Award is granted.

(f) All or part of a Stock Award may be designated as a Performance Stock Award, as to which the shares so designated shall only be issued if certain pre-established performance goals are met during the term of the grant. The Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) may establish such performance goals in writing at the time the Performance Stock Award is granted subject to these performance restrictions or it may establish such goals early in each year during the term of the grant, provided it indicates, at the time of grant, what portion of the Performance Stock Award will be available to be earned each year during the term of the award based on each year’s performance goals. The performance goals established by the Committee (or the Independent Directors Committee, as the case may be) may be based, among other factors, upon the attainment of specified earnings per share, return on asset or asset management goals or upon the Company’s total return to shareholder ranking relative to a

pre-established comparator group of companies. Shares subject to a Performance Stock Award granted to any individual whose compensation from the Company is covered by Section 162(m) of the Code shall be issued only after the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) certifies in writing that the performance goals have been met.

SECTION 6. OPTIONS: Stock Incentives in the form of Options shall be subject to the following provisions:

(a) The price per share at which a share subject to an Option may be purchased shall be determined by the Committee (or the Independent Directors Committee in the case of an Option grant to a Key Employee who is also a member of the Board), but in no instance shall be less than the Fair Market Value of a share of Common Stock on the date such Option is granted.

(b) Each Option shall expire at such time as the Committee (or the Independent Directors Committee, as the case may be) may determine on the date such Option is granted, but no later than ten years from the date such Option is granted. The Committee (or the Independent Directors Committee, as the case may be) may, at any time prior to the expiration of the Option, extend its term for a period ending not later than ten years from the date such Option is granted and any such extension shall not be deemed the grant of a new or additional Option for any purpose under the Plan.

(c) The Option may be exercised solely by the person to whom it is granted, except as hereinafter provided in the case of such person’s death or Disability. During the lifetime of the optionee, the Option and any rights and privileges pertaining thereto shall not be transferred, assigned, pledged or hypothecated in any way, whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process.

(d) Each optionee must complete twelve months of continuous employment with the Company or Subsidiary, or both, before any part of the Option may be exercised by such optionee.

(e) After the completion of the required period of employment, the Option may be exercised, in whole or in part, and from time to time during the balance of the term of the Option, subject to the terms and conditions specified in the Option or by the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board).

(f) Unless otherwise determined by the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board), each Option shall terminate if and when the optionee shall terminate employment with the Company and its Subsidiaries, except that if the optionee shall die or become subject to a Disability while in the employ of the Company or of a Subsidiary, then the Option shall be exercisable within such period as shall be set forth in the Option, by the optionee or by such person or persons as shall have acquired the optionee’s rights under the Option by will or by the laws of descent and distribution, or by the optionee’s guardian, conservator or similar legal

representative, but not later than three years after the date of death or Disability. In the event of the Retirement of the optionee, if the optionee shall have completed at least twelve months of continuous employment (or such shorter period as the Committee, or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board, may determine) then the Option shall be exercisable within such period as shall be set forth in the Option but not later than three years after the date of Retirement (or such longer period as the Committee, or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board, may determine).

(g) Shares purchased under the Option shall be paid for in full at the time of the exercise of the Option as to such shares upon such terms as the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) may approve, including cash, secured or unsecured indebtedness, by exchange for other property (including shares of Common Stock), by delivery of irrevocable instructions to a financial institution to deliver promptly to the Company the portion of sale or loan proceeds sufficient to pay the Option exercise price, or otherwise.

(h) The Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) may at any time and from time to time provide for the payment to an optionee of Dividend Equivalents.

(i) The Option agreements or Option grants authorized by the Plan may contain such other provisions as the Committee (or the Independent Directors Committee in the case of grants to Key Employees who are also members of the Board) shall deem advisable. Without limiting the foregoing, if so authorized by the Committee (or the Independent Directors Committee, as the case may be) and subject to such terms and conditions as are specified in the Option or by the Committee (or the Independent Directors Committee, as the case may be), the Company may, with the consent of the holder of the Option, and at any time or from time to time, cancel all or a portion of the Option then subject to exercise and discharge its obligation in respect of the Option either by payment to the holder of an amount of money equal to the excess, if any, of the Fair Market Value, at such time or times, of the shares subject to the portion of the Option so cancelled over the aggregate purchase price of such shares, or by the issuance or transfer to the holder of shares of Common Stock with the Fair Market Value, at such time or times equal to any such excess, or by a combination of cash and shares. The number of shares of Common Stock subject to the Option, or portion thereof, so cancelled shall, in the event that a payment of money or transfer of shares is made by the Company in respect of such cancellation, be charged against the maximum limitation set forth in paragraph (a) of Section 4 of the Plan.

(j) Options may be granted under the Plan from time to time in substitution for stock options held by employees of other corporations who are about to become employees of the Company or a Subsidiary as the result of a merger or consolidation of the employing corporation with the Company or a Subsidiary, or the acquisition by the Company or a Subsidiary of the assets of the employing corporation, or the acquisition by the Company or a Subsidiary of stock of the employing corporation as the result of which it becomes a Subsidiary. The terms and conditions of the substitute options so granted may vary from the terms and conditions set forth in this Section 6 to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the options in substitution for which they are granted.

SECTION 7. STOCK APPRECIATION RIGHTS:

(a) Stock Appreciation Rights may be granted in connection with any Option granted under the Plan, either at the time of the grant of such Option or at any time thereafter during the term of the Option, or may be granted independently of the grant of an Option.

(b) If granted in connection with an Option, Stock Appreciation Rights shall entitle the holder of the related Option, upon surrender of the Option, or any portion thereof, to exercise the Stock Appreciation Rights, to the extent unexercised, and to receive a number of shares of Common Stock, or cash, determined pursuant to paragraph (c)(iii) of this Section 7. Such Option shall, to the extent so surrendered, thereupon cease to be exercisable. If granted independently of an Option, Stock Appreciation Rights shall entitle the holder of the Stock Appreciation Rights to receive a number of shares of Common Stock, or cash, determined pursuant to paragraph (c)(iii) of this Section 7.

(c) Stock Appreciation Rights shall be subject to the following terms and conditions and to such other terms and conditions not inconsistent with the Plan as shall from time to time be approved by the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board):

(i) If granted in connection with an Option, Stock Appreciation Rights shall be exercisable at such time or times and to the extent, but only to the extent, that the Option to which they relate shall be exercisable, except that, at the time of granting such Stock Appreciation Rights, the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) may provide that the period during which such Stock Appreciation Rights may be exercised shall expire prior to the expiration of the period during which the related Option may be exercised. If granted independently of an Option, Stock Appreciation Rights shall be exercisable at such time or times as shall be determined by the Committee (or the Independent Directors Committee, as the case may be) at the time of the grant of the Stock Appreciation Rights but, unless otherwise determined by the Committee (or the Independent Directors Committee, as the case may be), in no event later than the date the employment of the holder of the Stock Appreciation Rights shall have terminated other than by reason of death, Disability or Retirement. In the event of termination of employment by reason of death or Disability, Stock Appreciation Rights shall be exercisable for such period as the Committee (or the Independent Directors Committee, as the case may be) may specify at the time of granting of the Stock Appreciation Rights, but in no event later than three years after such termination of employment by the holder of the Stock Appreciation Rights or by the beneficiary designated pursuant to paragraph (1) of Section 13, and in the case of Retirement, no later than three years after the date of such Retirement. Unless otherwise determined by the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board), each Stock Appreciation Right shall terminate if and when the holder thereof shall terminate employment with the Company and its Subsidiaries for reasons other than the death, Disability or Retirement of such holder.

(ii) Stock Appreciation Rights shall in no event be exercisable unless and until the holder of the Stock Appreciation Rights shall have completed at least twelve months of continuous service with the Company or a Subsidiary, or both, immediately following the date upon which the Stock Appreciation Rights shall have been granted.

(iii) Upon exercise of Stock Appreciation Rights, the holder thereof shall be entitled to receive a number of shares equal in Fair Market Value on the date of exercise to the amount by which the Fair Market Value of one share of Common Stock on the date of such exercise shall exceed the Fair Market Value of a share of Common Stock on the date of grant of such Stock Appreciation Rights multiplied by the number of shares in respect of which the Stock Appreciation Rights shall have been exercised. The Company may determine, by action of the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board), to settle all or any part of its obligation arising out of an exercise of Stock Appreciation Rights by the payment of cash equal to the aggregate value of shares of Common Stock (or a fraction of a share) that it would otherwise be obligated to deliver under the preceding sentence of this paragraph (c)(iii) of Section 7.

(d) To the extent that Stock Appreciation Rights shall be exercised, an Option in connection with which such Stock Appreciation Rights shall have been granted shall be deemed to have been exercised for the purpose of the maximum limitation set forth in the Plan under which such Option shall have been granted. In the case of Stock Appreciation Rights granted independently of an Option, the number of shares of Common Stock in respect of which such Stock Appreciation Rights shall be exercised shall be charged against the maximum limitation set forth in paragraph (a) of Section 4.

(e) If so directed by the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) at any time and from time to time, the grant of Stock Appreciation Rights may provide for payment of Dividend Equivalents to the holder of the Stock Appreciation Rights.

(f) Stock Appreciation Rights may provide that, upon exercise of such Stock Appreciation Rights, the shares or cash, as the case may be, which the holder of such Stock Appreciation Rights shall be entitled to receive, shall be distributed or paid in such installments and over such number of years as the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) may direct, with distribution or payment of each such installment contingent upon continued services of the employee to the Company or a Subsidiary, or both (except for death, Disability, Retirement or termination of employment by the Company or with its consent), to the time for distribution or payment of such installment.

SECTION 8. DIVIDEND EQUIVALENTS: A grant of Dividend Equivalents shall be made subject to such terms and conditions as the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) may

determine, and may be awarded only in connection with a Stock Incentive granted under Section 5, 6 or 7. Dividend Equivalents may be awarded either at the time of grant of a Stock Incentive or at any time thereafter during the term of the Stock Incentive. Dividend Equivalents may be payable or credited either in cash, shares of Common Stock, or in Common Stock Equivalents. If credited in Common Stock or in Common Stock Equivalents, they shall be credited at the Fair Market Value of a share of Common Stock on the day of such crediting. The Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) may provide that any amounts representing dividends earned by Common Stock Equivalents may either be paid currently or credited in cash or in Common Stock or that they may be represented by further Common Stock Equivalents, or any combination thereof. The Committee (or the Independent Directors Committee, as the case may be) may provide that when Common Stock Equivalents shall become payable to the holder, they may be paid in cash or in shares of Common Stock, or a combination of both. To the extent that any payment to the holder with respect to Dividend Equivalents is made in shares of Common Stock, the number of shares of Common Stock used for such payment shall be charged against the maximum limitation set forth in paragraph (a) of Section 4.

SECTION 9. OUTSIDE DIRECTORS’ OPTIONS:

(a) On the date of the first Board of Directors meeting after each annual meeting of the shareholders (commencing with the Board of Directors meeting after the 1995 annual meeting of shareholders), each Outside Director shall automatically be granted Options to purchase 1,500 shares of Common Stock. In the event an adjustment is made under the provisions of Section 10 in the outstanding unexercised Options granted to Outside Directors hereunder, a similar adjustment shall be made in the number of Options to be granted to Outside Directors subsequent to the effectiveness of such adjustment.

(b) The price at which each share of Common Stock covered by Options granted to Outside Directors may be purchased shall be the Fair Market Value of the Common Stock on the date the Options are granted.

(c) Options granted to Outside Directors hereunder shall be fully vested on the date of grant and shall become exercisable on the first anniversary of such date of grant. Such Options may be exercised by the Outside Director during the period that the Outside Director remains a member of the Board and for a period of five years following retirement or resignation, provided that in no event shall any such Option be exercisable more than ten years after the date of grant.

(d) In the event of the death of an Outside Director, the Options shall be exercisable only within the three years next succeeding the date of death, and then only by the executor or administrator of the Outside Director’s estate or by the person or persons to whom the Outside Director’s rights under the Options shall pass by the Outside Director’s will or the laws of descent and distribution, provided that in no event shall the Option be exercisable more than ten years after the date of grant.

(e) Except as expressly provided in this Section 9, Options granted to Outside Directors shall be subject to the terms and conditions of Section 6 regarding the terms of Options and to the other relevant provisions of the Plan.

SECTION 10. ADJUSTMENT AND CHANGE IN CONTROL PROVISIONS:

(a) In the event that any recapitalization, reclassification, split-up or consolidation of shares of Common Stock shall be effected, or the outstanding shares of Common Stock are, in connection with a merger or consolidation of the Company or a sale by the Company of all or a part of its assets, exchanged for a different number or class of shares of stock or other securities of the Company or for shares of the stock or other securities of any other corporation, or new, different or additional shares of other securities of the Company or of another corporation are received by the holders of Common Stock or any distribution is made to the holders of Common Stock other than a cash dividend, (i) the number and class of shares or other securities that may be issued or transferred pursuant to Stock Incentives, (ii) the number and class of shares or other securities which have not been issued or transferred under outstanding Stock Incentives, (iii) the purchase price to be paid per share under outstanding Options and other Stock Incentives, (iv) the Fair Market Value of a share of Common Stock on the date of grant of outstanding Stock Appreciation Rights, (v) the dates or events upon which Options and Stock Appreciation Rights may be exercised, which may, in appropriate instances, be related to specific dates or events under any of the aforesaid actions, and (vi) the price to be paid per share by the Company or a Subsidiary for shares or other securities issued or transferred pursuant to Stock Incentives which are subject to a right of the Company or a Subsidiary to reacquire such share or other securities, shall in each case be equitably adjusted. In addition, the Committee (or the Independent Directors Committee in the case of grants to Key Employees who are also members of the Board) may, in its discretion, make the adjustments described above in this paragraph (a) of Section 10 in the event the Company pays a cash dividend in respect of the Common Stock other than a regular quarterly dividend.

(b) Notwithstanding any other provision of the Plan to the contrary (and notwithstanding any requirement that conditions the receipt of benefits of a Stock Incentive granted hereunder on the completion of a specified period of employment by the holder thereof or on the attainment of certain performance goals by the Company or any group, subsidiary or division thereof), in the event of a Change in Control of the Company the holders of Stock Incentives outstanding as of the date of the occurrence of the Change in Control of the Company shall have the right to surrender such Stock Incentives within the 60-day period following the occurrence of the Change in Control of the Company and to receive cash as consideration for such surrender in accordance with the following:

(i) A holder of a Stock Award being surrendered shall be entitled to the amount equal to the highest Fair Market Value of one share of Common Stock during the 60 days preceding the date on which the Change in Control occurs, multiplied by the number of shares in respect of which the Stock Award shall have been surrendered.

(ii) A holder of Options being surrendered shall be entitled to the amount by which the highest Fair Market Value of one share of Common Stock during the 60 days preceding the date on which the Change in Control occurs exceeds the exercise price of one share of Common Stock subject to such Option, multiplied by the number of shares in respect of which the Option shall have been surrendered.

(iii) The holder of Stock Appreciation Rights being surrendered shall be entitled to the amount by which the highest Fair Market Value of one share of Common Stock during the 60 days preceding the date on which the Change in Control occurs exceeds the Fair Market Value of one share of Common Stock on the date of grant of such Stock Appreciation Rights (as adjusted, if applicable under the terms of the Plan), multiplied by the number of shares in respect of which the Stock Appreciation Rights shall have been surrendered. Stock Appreciation Rights granted in connection with the grant of Options may be surrendered only if surrendered together with the surrender of the related Options and the holder thereof shall be entitled to the payment described in this subparagraph (iii) only.

(iv) All payments to be made pursuant to this paragraph (b) of Section 10 shall be made within ten days of the delivery of written notice of such surrender by the holder to the Company.

SECTION 11. TERM: The Plan shall be deemed adopted and shall become effective on the date it is approved by the shareholders of the Company. No Stock Incentives shall be granted under the Plan after April 30, 2000.

SECTION 12. ADMINISTRATION:

(a) The Plan shall be administered by the Committee which shall consist of not less than three directors of the Company designated by the Board; provided, however, that no director shall be designated as or continue to be a member of the Committee, unless such director shall be (i) a “disinterested person” within the meaning of Rule 16b-3 under the Act (or any successor rule or regulation) and (ii) an “outside director” within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder (or any successor provision, rules or regulations).

(b) The Committee shall have full authority to act for the Company under the Plan, except (i) to the extent the Plan delegates such authority to the Independent Directors Committee, (ii) the authority to amend or discontinue the Plan, which power shall be solely that of the Board, or (iii) to change the terms of any grant of Options to the Outside Directors from that provided for herein. All actions of the Independent Directors Committee shall be based upon recommendations of the Committee.

(c) The Committee may establish such rules and regulations not inconsistent with the provisions of the Plan as it deems necessary to determine eligibility to participate in the Plan and for the proper administration of the Plan, and may amend or revoke any rule or regulation so established. The Committee may make such determinations and interpretations under or in connection with the Plan as it deems necessary or advisable. All such rules, regulations, determinations and interpretations shall be binding and conclusive upon the Company, its Subsidiaries, its shareholders and all employees, and upon their respective legal representatives, beneficiaries, successors and assigns and upon all other persons claiming under or through any of them.

(d) Any action required or permitted to be taken by the Committee (or the Independent Directors Committee) under the Plan shall require the affirmative vote of a majority of all the members of the Committee (or the Independent Directors Committee, as the case may be). The Committee (or the Independent Directors Committee) may act by written determination instead of by affirmative vote at a meeting, provided that any written determination shall be signed by all of the members of the Committee (or the Independent Directors Committee), and any such written determination shall be as fully effective as a unanimous vote at a meeting.

(e) Members of the Committee and the Independent Directors Committee acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for gross negligence or willful misconduct in the performance of their duties.

SECTION 13. GENERAL PROVISIONS:

(a) With respect to any shares of Common Stock issued or transferred under any provision of the Plan, such shares may be issued or transferred subject to such conditions, in addition to those specifically provided in the Plan, as the Committee (or the Independent Directors Committee in the case of grants to Key Employees who are also members of the Board) may direct and, without limiting the generality of the foregoing, provision may be made in the grant of Stock Incentives that shares issued or transferred upon their grant or exercise shall be subject to forfeiture upon failure to comply with conditions and restrictions imposed in the grant of such Stock Incentives.

(b) The Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) may fix a uniform date, within any specified period, either before or after the date so fixed, as of which any exercise of an Option or Stock Appreciation Rights shall be deemed to be effective.

(c) The Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) may, in its discretion, in the event of termination of employment with the consent of the Company or the death, Retirement or Disability of the holder of a Stock Incentive, reduce the period of employment required before such Stock Incentive may be exercised.

(d) In the event of the termination of employment with the consent of the Company of an optionee or a Key Employee who is a holder of Stock Appreciation Rights, other than by death, Retirement or Disability, the Committee (or the Independent Directors Committee in the case of a grant to a Key Employee who is also a member of the Board) may extend the period during which such Options or Stock Appreciation Rights may be exercised after the date of termination of employment but not beyond the expiration date of the term of the Options or Stock Appreciation Rights.

(e) Whether an authorized leave of absence or an absence for military or government service shall constitute termination of employment or interruption of required additional continuous employment for the purpose of the Plan shall be determined by the Committee (or the Independent Directors Committee in the case of grants to Key Employees who are also members of the Board).

(f) Nothing in the Plan nor in any instrument executed pursuant thereto shall confer upon any employee any right to continue in the employ of the Company or any Subsidiary or shall affect the right of the Company or of a Subsidiary to terminate the employment of any employee with or without cause.

(g) No shares of Common Stock shall be issued or transferred pursuant to a Stock Incentive unless and until all legal requirements applicable to the issuance or transfer of such shares have, in the opinion of counsel to the Company, been complied with. In connection with any such issuance or transfer, the person acquiring the shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company that the shares are being acquired for investment and not with a view to resale or distribution thereof and assurances in respect of such other matters as the Company or a Subsidiary may deem desirable to assure compliance with all applicable legal requirements.

(h) No holder of a Stock Incentive (individually or as a member of a group), and no beneficiary or other person claiming under or through such holder, shall have any right, title or interest in or to any shares of Common Stock allocated or reserved for the purposes of the Plan or subject to any Stock Incentive except as to such shares of Common Stock, if any, as shall have been issued or transferred to such individual.

(i) The Company or a Subsidiary may, with the approval of the Committee, enter into an agreement or other commitment to grant a Stock Incentive in the future to a person who is or will be a Key Employee at the time of grant, and, notwithstanding any other provision of the Plan, any such agreement or commitment shall not be deemed the grant of a Stock Incentive until the date on which the Committee takes action to implement such agreement or commitment.

(j) In the case of a grant of a Stock Incentive to any employee of a Subsidiary, such grant may, if the Committee so directs, be implemented by the Company issuing or transferring the shares, if any, covered by the Stock Incentive to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the shares to the employee in accordance with the terms of the Stock Incentive specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof, such Stock Incentive may be issued by and in the name of the Subsidiary and shall be deemed granted on the date it is approved by the Committee, on the date it is delivered by the Subsidiary, or on such other date between such two dates, as the Committee shall specify.

(k) The Company or a Subsidiary may make such provisions as it may deem appropriate for the withholding of any taxes which the Company or Subsidiary determines it is required to withhold in connection with any Stock Incentive.

(l) No Stock Incentive and no rights under the Plan, contingent or otherwise, shall be assignable or subject to any encumbrance, pledge or charge of any nature except that, under such rules and regulations as the Committee may establish, a beneficiary may be designated in respect of a Stock Incentive in the event of the death of the holder of such Stock Incentive and except that if such beneficiary shall be the executor or administrator of the estate of the holder of such Stock Incentive, any rights in respect of such Stock Incentive may be transferred to the person or persons or entity (including a trust) entitled thereto under the will of the holder of such Stock Incentive or, in the case of intestacy, under the laws relating to intestacy. A Stock Incentive shall be exercisable during the lifetime of the holder thereof only by the holder or by the holder’s guardian, conservator or similar legal representative.

(m) Nothing in the Plan is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any class or group of employees, which the Company or any Subsidiary now has or may hereafter lawfully put into effect, including, without limitation, any retirement, pension, insurance, stock purchase, incentive compensation or bonus plan.

(n) The place of administration of the Plan shall conclusively be deemed to be within the State of New Jersey and the validity, construction, interpretation and administration of the Plan and of any rules and regulations or determinations or decisions made thereunder, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be governed by, and determined exclusively and solely in accordance with, the laws of the State of New Jersey. Without limiting the generality of the foregoing, the period within which any action must be commenced arising under or in connection with the Plan, or any payment or award made or purportedly made under or in connection therewith, shall be governed by the laws of the State of New Jersey, irrespective of the place where the act or omission complained of took place and of the residence of any party to such action and irrespective of the place where the action may be brought.

SECTION 14. AMENDMENT OR DISCONTINUANCE OF PLAN:

(a) The Plan may be amended by the Board at any time; provided, however, that, without the approval of the shareholders of the Company, no amendment shall be made which (i) increases the aggregate number of shares of Common Stock that may be issued or transferred pursuant to Stock Incentives as provided in paragraph (a) of Section 4, (ii) amends the provisions of paragraph (a) of Section 12 with respect to the eligibility of the members of the Committee, (iii) permits any person to be granted a Stock Incentive who is not at the time of such grant a Key Employee or an Outside Director, (iv) amends any provision of the Plan insofar as it applies specifically to Options granted or to be granted to Outside Directors, (v) amends Section 11 to extend the term of the Plan, or (vi) amends this Section 14.

(b) The Board may by resolution adopted by a majority of the entire Board discontinue the Plan.

(c) No amendment or discontinuance of the Plan shall adversely affect any Stock Incentive theretofore granted without the consent of the holder thereof.

IN WITNESS WHEREOF, the Company has caused this amendment and restatement to be executed by its duly authorized representative as of July 1, 2009.


INGERSOLL-RAND PLC

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro Vice President & Secretary

Exhibit 10.8

INGERSOLL-RAND PLC

Incentive Stock Plan of 1998

Amended and Restated as of July 1, 2009

Section 1. Purposes: The purposes of the Plan are (a) to provide additional incentives for Key Employees, by authorizing the payment of bonus or incentive compensation in shares of Common Stock and by encouraging Key Employees to invest in shares of Common Stock, thereby furthering their identity of interest with the interests of the Company’s members, increasing their stake in the future growth and prosperity of the Company and stimulating and sustaining constructive and imaginative thinking, and (b) to enable the Company, by offering incentives comparable to other organizations with which it competes in connection with the employment of senior level individuals, to induce the employment of the most highly-qualified individuals and the continued employment of Key Employees.

Section 2. Definitions: Unless otherwise required by the context, the following terms, when used in the Plan, shall have the meanings set forth in this Section 2:

Act: The Securities Exchange Act of 1934, as amended.

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

Associate: Used to indicate a relationship with a specified person, (a) any corporation or organization (other than the Company or a majority-owned Subsidiary of the Company) of which such specified person is an officer or partner, or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (b) any trust or other estate in which such specified person has a substantial beneficial interest or as to which such specified person serves as trustee or in a similar capacity, (c) any relative or spouse of such specified person, or any relative of such spouse who has the same home as such specified person, or who is a director or officer of the Company or any of its parents or subsidiaries, and (d) any person who is a director, officer or partner of such specified person or of any corporation (other than the Company or any wholly-owned Subsidiary), partnership or other entity which is an Affiliate of such specified person.

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

Board of Directors or Board: The Board of Directors of the Company.

Change in Control of the Company: The occurrence of either of the following:

(a)

any individual, corporation, partnership, group, association or other person or entity, together with its Affiliates and Associates (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries), is or becomes the Beneficial Owner of securities of the Company representing 20% or

more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless a majority of the Continuing Directors determines in their sole discretion that, for purposes of the Plan, a Change in Control of the Company has not occurred; or

(b)

the Continuing Directors shall at any time fail to constitute a majority of the members of the Board of Directors.

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

Notwithstanding any other provision of this Section or any other Section of the Plan to the contrary, none of the transactions contemplated by the Scheme of Arrangement under section 99 of the Bermuda Companies Act 1981 (the “ Scheme of Arrangement ”), pursuant to which the Class A common shares of the Company will be cancelled and the holders of such Class A common shares will receive, on a one-for-one basis, new shares of Ingersoll-Rand plc, a company incorporated and organized under the laws of Ireland (“ IR-Ireland ”) (or, in the case of any fractional interests in shares, cash), and new common shares of Ingersoll-Rand Company Limited will be issued to IR-Ireland (the “ Transaction ”) shall trigger, constitute or be deemed a Change in Control of the Company.

Code: The Internal Revenue Code of 1986, as amended from time to time.

Committee: Such committee or committees as shall be appointed by the Board of Directors to administer the Plan pursuant to the provisions of Section 12.

Common Stock: The Class A common shares of the Company, par value $1.00 per share, or such other class of shares or other securities as may be applicable pursuant to the provisions of paragraph (a) of Section 10. Effective July 1, 2009 “Common Stock” means the ordinary shares of the Company, par value $1.00 per share.

Common Stock Equivalents: Such of the rights and benefits of the actual owner of shares of Common Stock as the Committee may determine, including the right to receive dividends and the right to receive the amount of appreciation in value, if any, on such shares of Common Stock from the date the grant of such Common Stock Equivalents becomes effective until they become payable to the holder.

Company: Ingersoll-Rand Company Limited, a Bermuda company. Effective July 1, 2009, “Company” means Ingersoll-Rand plc, an Irish company.

Continuing Director: A director who either was a member of the Board on January 1, 2002, or who became a member of the Board subsequent to such date and whose election, or nomination for election by the Company’s shareholders, was Duly Approved by the Continuing Directors at the time of such nomination or election, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the Board in which such person is named as a nominee for director, provided, however, that no individual shall be considered a Continuing Director if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Act) or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest.

Disability: Such term as defined under the pension, retirement or appropriate benefit plan or plans of the Company or a Subsidiary applicable to the Key Employee.

Dividend Equivalents: A right to receive immediately or on a deferred basis, whether or not subject to forfeiture, an amount equivalent to all or part of dividends paid or payable on a share of Common Stock subject to a Stock Incentive.

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

Effective Time: The Effective Time as such term is defined in the Merger Agreement.

Fair Market Value: As applied to any date, the mean between the high and low sales prices of a share of Common Stock on such date in New York Stock Exchange Composite Transactions, as reported in The Wall Street Journal or another newspaper of general circulation, or, if no such sales were made on such date, on the next preceding date on which there were such sales so reported. If the Common Stock is not listed or admitted to trading on The New York Stock Exchange, the Fair Market Value of the Common Stock shall be the closing sales price of one share of Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted sales price, or if not so quoted, the average of the high bid and low asked prices in the over-the-counter market of the Common Stock, as reported by the National Association of Securities Dealers Inc. Automated Quotations system or such other system then in use, or, if on any such date the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices of the Common Stock as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the Fair Market Value shall be determined in good faith by the Continuing Directors.

Incentive Compensation: Bonuses, extra and other compensation payable in addition to a salary or other base amount, whether contingent or not, whether discretionary or required to be paid pursuant to an agreement, resolution, arrangement, plan or practice and whether payable currently or on a deferred basis, in cash, Common Stock or other property, awarded by the Company or a Subsidiary.

Key Employee: An employee of the Company or a Subsidiary, including an officer or director who is an employee, who in the opinion of the Committee can contribute significantly to the growth and successful operations of the Company or such Subsidiary. The granting of a Stock Incentive to an employee pursuant to the Plan shall be deenied a determination that such employee is a Key Employee.

Outside Director: A member of the Board who is not an officer or employee of the Company, a Subsidiary or an Affiliate.

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

Option: An option to purchase a share of Common Stock.

Plan: The Incentive Stock Plan of 1998 herein set forth as the same may from time to time be amended.

Retirement: The termination of employment with the Company and its subsidiaries at or after the individual in question has attained age 55 and served as such an employee for at least five years.

Stock Appreciation Right: A right to receive a number of shares of Common Stock, or, with the approval of the Committee, cash, in either event based on the increase in the Fair Market Value of the number of shares of Common Stock subject to such right, as set forth in Section 7.

Stock Award: An issuance or transfer of shares of Common Stock at the time a Stock Incentive is granted or as soon thereafter as practicable, or an undertaking to issue or transfer such shares in the future. As provided in Section 5 , Stock Awards may be designated as Employment Stock Awards or Performance Stock Awards.

Stock Incentive: A Stock Incentive granted under the Plan in one of the forms provided for in Section 3.

Subsidiary: A corporation or other form of business association of which shares (or other ownership interests) having 50% or more of the voting power are owned or controlled, directly or indirectly, by the Company.

Section 3. Grants of Stock Incentives:

(a) Subject to the provisions of the Plan, the Committee may at any time, and from time to time, grant Stock Incentives to, and only to, Key Employees.

(b) Stock Incentives may be granted in the following forms:

(i) a Stock Award, in accordance with Section 5, or

(ii) an Option, in accordance with Section 6, or

(iii) a Stock Appreciation Right, in accordance with Section 7, or

(iv) any combination of the foregoing.

Section 4. Stock Subject to the Plan:

(a) Subject to the provisions of paragraph (b) of this Section 4 and of paragraph (a) of Section 10, the aggregate number of shares of Common Stock which may be issued or transferred pursuant to Stock Incentives granted under the Plan shall not exceed 30,000,000 shares of Common Stock. Of the total available Stock Incentives not more than 20% shall be in the form of Stock Awards. No Key Employee shall be granted in the aggregate Stock Incentives (excluding Stock Awards) relating to more than 15% of the aggregate number of shares of Common Stock issuable or transferable under the Plan.

(b) If any shares of Common Stock subject to a Stock Incentive shall not be issued or transferred and shall cease to be issuable or transferable because of the termination, in whole or in part, of such Stock Incentive, or, subject to the provisions of paragraph (j) of Section 6 and paragraph (d) of Section 7, for any other reason, or if any such shares shall, after issuance or

transfer, be reacquired by the Company or a Subsidiary because of an employee’s failure to comply with the terms and conditions of a Stock Incentive, the shares not so issued or transferred, or the shares so reacquired by the Company or a Subsidiary, shall no longer be charged against the limitation provided for in paragraph (a) of this Section 4 and may again be made subject to Stock Incentives.

Section 5. Stock Awards: Stock Incentives in the form of Stock Awards shall be subject to the following provisions:

(a) A Stock Award shall be granted only (i) in payment of Incentive Compensation that has been earned or (ii) as Incentive Compensation to be earned.

(b) Shares of Common Stock subject to a Stock Award may be issued or transferred to a Key Employee at the time the Stock Award is granted, or at any time subsequent thereto, or in installments from time to time, as the Committee shall determine. In the event that any such issuance or transfer shall not be made to the Key Employee at the time the Stock Award is granted, the Committee may provide for the payment or crediting to such Key Employee of Dividend Equivalents. Any amount payable in shares of Common Stock under the terms of a Stock Award may, in the discretion of the Committee, be paid in cash on each date on which delivery of shares would otherwise have been made, in an amount equal to the Fair Market Value on such date of the shares which would otherwise have been delivered.

(c) A Stock Award shall contain such terms and conditions as the Committee shall determine with respect to payment or forfeiture of all or any part of the Stock Award upon termination of employment or the occurrence of other circumstances.

(d) A Stock Award shall be subject to such other terms and conditions, including, without limitation, restriction on sale or other disposition of the Stock Award or of the shares issued or transferred pursuant to such Stock Award, as the Committee shall determine; provided, however, that upon the issuance or transfer of shares pursuant to a Stock Award, the recipient shall, with respect to such shares, be and become a shareholder of the Company fully entitled to receive dividends, to vote and to exercise all other rights of a shareholder except to the extent otherwise provided in the Stock Award. Each Stock Award shall be evidenced by a written instrument in such form as the Committee shall determine, provided the Stock Award is consistent with the Plan and incorporates it by reference.

(f) All or part of a Stock Award may be designated as a Performance Stock Award, as to which the shares so designated shall only be issued if certain pre-established performance goals are met during the term of the grant. The Committee may establish such performance goals in writing at the time the Performance Stock Award is granted or it may establish such goals early in each year during the term of the grant, provided it indicates, at the time of grant, what portion of the Performance Stock Award will be available to be earned each year during the term of the award based on each year’s performance goals. The performance goals established by the Committee may be based, among other factors, upon the attainment of specified earnings per share, return on asset or asset management goals or upon the Company’s total return to shareholder ranking relative to a pre-established comparator group of companies. Shares subject to a Performance Stock Award granted to any individual whose compensation from the Company is covered by Section 162(m) of the Code shall be issued only after the Committee certifies in writing that the performance goals have been met.

Section 6. Options: Stock Incentives in the form of Options shall be subject to the following provisions :

(a) The price per share at which a share subject to an Option may be purchased shall be determined by the Committee, but in no instance shall such price be less than the Fair Market Value of a share of Common Stock on the date such Option is granted.

(b) Each Option shall expire at such time as the Committee may determine on the date such Option is granted, but no later than ten years from the date such Option is granted. The Committee may, at any time prior to the expiration of the Option, extend its term for a period ending not later than ten years from the date such Option is granted and any such extension shall not be deemed the grant of a new or additional Option for any purpose under the Plan.

(d) The Option may be exercised, in whole or in part, and from time to time, during the term of the Option, subject to the terms and conditions specified in the Option or by the Committee.

(e) Unless otherwise determined by the Committee each Option (to the extent then exercisable) shall terminate 90 days after the optionee shall terminate employment with the Company and its Subsidiaries, except that if the optionee shall die or become subject to a Disability while in the employ of the Company or of a Subsidiary, then the Option shall be exercisable within such period as shall be set forth in the Option, by the optionee or by such person or persons as shall have acquired the optionee’s rights under the Option by will or by the laws of descent and distribution, or by the optionee’s guardian, conservator or similar legal representative, but not later than three years after the date of death or Disability. In the event of the Retirement of the optionee the Option shall be exercisable within such period as shall be set forth in the Option but not later than three years after the date of Retirement (or such longer period as the Committee may determine).

(f) Shares purchased under the Option shall be paid for in full at the time of the exercise of the Option as to such shares upon such terms as the Committee may approve, including cash, secured or unsecured indebtedness, by exchange for other property (including shares of Common Stock), by delivery of irrevocable instructions to a financial institution to deliver promptly to the Company the portion of sale or loan proceeds sufficient to pay the Option exercise price, or otherwise.

(g) The Committee may at any time and from time to time provide for the payment to an optionee of Dividend Equivalents.

(h) Except as otherwise provided in Section 10, in no event will the Committee decrease the price per share at which a share subject to an Option may be purchased after the date of grant or cancel outstanding Options and grant replacement Stock Options or Stock Appreciation Rights with a lower purchase price than that of the replaced Stock Options without first obtaining the approval of the shareholders of the Company.

(i) The Option agreements or Option grants authorized by the Plan may contain such other provisions as the Committee shall deem advisable. Without limiting the foregoing, if so authorized by the Committee and subject to such terms and conditions as are specified in the Option or by the Committee, the Company may, with the consent of the holder of the Option, and at any time or from time to time, cancel all or a portion of the Option then subject to exercise and discharge its obligation in respect of the Option either by payment to the holder of an amount of money equal to the excess, if any, of the Fair Market Value, at such time or times, of the shares subject to the portion of the Option so cancelled over the aggregate purchase price of such shares, or by the issuance or transfer to the holder of shares of Common Stock with the Fair Market Value at such time or times equal to any such excess, or by a combination of cash and shares. The number of shares of Common Stock subject to the Option, or portion thereof, so cancelled shall, in the event that a payment of money or transfer of shares is made by the Company in respect of such cancellation, be charged against the maximum limitation set forth in paragraph (a) of Section 4 of the Plan.

Section 7. Stock Appreciation Rights:

(b) If granted in connection with an Option, Stock Appreciation Rights shall entitle the holder of the related Option, upon surrender of the Option, or any portion thereof, to exercise the Stock Appreciation Rights, to the extent unexercised, and to receive a number of shares of Common Stock, or cash, determined pursuant to paragraph (c) (iii) of this Section 7. Such Option shall, to the extent so surrendered, thereupon cease to be exercisable. If granted independently of an Option, Stock Appreciation Rights shall entitle the holder of the Stock Appreciation Rights to receive a number of shares of Common Stock, or cash, determined pursuant to paragraph (c) (iii) of this Section 7.

termination of employment by reason of death or Disability, Stock Appreciation Rights shall be exercisable for such period as the Committee may specify at the time of granting of the Stock Appreciation Rights, but in no event later than three years after such termination of employment by the holder of the Stock Appreciation Rights or by the beneficiary designated pursuant to paragraph (l) of Section 13, and in the case of Retirement, no later than three years after the date of such Retirement. Unless otherwise determined by the Committee, each Stock Appreciation Right shall terminate if and when the holder thereof shall terminate employment with the Company and its Subsidiaries for reasons other than the death, Disability or Retirement of such holder.

(ii) Upon exercise of Stock Appreciation Rights, the holder thereof shall be entitled to receive a number of shares equal in Fair Market Value on the date of exercise to the amount by which the Fair Market Value of one share of Common Stock on the date of such exercise shall exceed the Fair Market Value of a share of Common Stock on the date of grant of such Stock Appreciation Rights multiplied by the number of shares in respect of which the Stock Appreciation Rights shall have been exercised. The Company may determine, by action of the Committee, to settle all or any part of its obligation arising out of an exercise of Stock Appreciation Rights by the payment of cash equal to the aggregate value of shares of Common Stock (or a fraction of a share) that it would otherwise be obligated to deliver under the preceding sentence of this paragraph (c) (iii) of Section 7.

(e) If so directed by the Committee at any time and from time to time, the grant of Stock Appreciation Rights may provide for payment of Dividend Equivalents to the holder of the Stock Appreciation Rights.

(f) Stock Appreciation Rights may provide that, upon exercise of such Stock Appreciation Rights, the shares or cash, as the case may be, which the holder of such Stock Appreciation Rights shall be entitled to receive, shall be distributed or paid in such installments and over such number of years as the Committee may direct, with distribution or payment of each such installment contingent upon continued services of the employee to the Company or a Subsidiary, or both (except for death, Disability, Retirement or termination of employment by the Company or with its consent), to the time for distribution or payment of such installment.

(g) Except as otherwise provided in Section 10, in no event will the Committee, for purposes of a Stock Appreciation Right, decrease the Fair Market Value of a share of Common Stock on the date of grant of a Stock Appreciation Right after the date of grant or cancel outstanding Stock Appreciation Rights and grant replacement Options or Stock Appreciation Rights with a lower Fair Market Value of a share of Common Stock on the date of grant.

Section 8. Dividend Equivalents:

A grant of Dividend Equivalents shall be made subject to such terms and conditions as the Committee may determine, and may be awarded only in connection with a Stock Incentive granted under Section 5, 6 or 7. Dividend Equivalents may be awarded either at the time of grant of a Stock Incentive or at any time thereafter during the term of the Stock Incentive. Dividend

Equivalents may be payable or credited either in cash, shares of Common Stock, or in Common Stock Equivalents. If credited in Common Stock or in Common Stock Equivalents, they shall be credited at the Fair Market Value of a share of Common Stock on the day of such crediting. The Committee may provide that any amounts representing dividends earned by Common Stock Equivalents may either be paid currently or credited in cash or in Common Stock or that they may be represented by further Common Stock Equivalents, or any combination thereof. The Committee may provide that when Common Stock Equivalents shall become payable to the holder, they may be paid in cash or in shares of Common Stock, or a combination of both. To the extent that any payment to the holder with respect to Dividend Equivalents is made in shares of Common Stock, the number of shares of Common Stock used for such payment shall be charged against the maximum limitation set forth in paragraph (a) of Section 4.

Section 9. Outside Directors’ Options:

(a) On the date of the first Board of Directors meeting after each annual general meeting of the shareholders through 2003, each Outside Director shall automatically be granted Options to purchase 2,250 shares of Common Stock. In the event an adjustment is made under the provisions of Section 10 in the outstanding unexercised Options granted to Outside Directors hereunder, a similar adjustment shall be made in the number of Options to be granted to Outside Directors subsequent to the effectiveness of such adjustment. Notwithstanding the foregoing, Options shall not be granted under the Plan to an Outside Director who on the date referred to above in this paragraph (a) of Section 9 is awarded Options under another Incentive Stock Plan of the Company.

Section 10. Adjustment and Change in Control Provisions:

Stock other than a cash dividend, (i) the number and class of shares or other securities that may be issued or transferred pursuant to Stock Incentives, (ii) the number and class of shares or other securities which have not been issued or transferred under outstanding Stock Incentives, (iii) the purchase price to be paid per share under outstanding Options and other Stock Incentives, (iv) the Fair Market Value of a share of Common Stock on the date of grant of outstanding Stock Appreciation Rights, (v) the dates or events upon which Options and Stock Appreciation Rights may be exercised, which may, in appropriate instances, be related to specific dates or events under any of the aforesaid actions, and (vi) the price to be paid per share by the Company or a Subsidiary for shares or other securities issued or transferred pursuant to Stock Incentives which are subject to a right of the Company or a Subsidiary to reacquire such share or other securities, shall in each case be equitably adjusted. In addition, the Committee may, in its discretion, make the adjustments described above in this paragraph (a) of Section 10 in the event the Company pays a cash dividend in respect of the Common Stock other than a regular quarterly dividend.

(b) Notwithstanding any other provision of the Plan to the contrary (and notwithstanding any requirement that conditions the receipt of benefits of a Stock Incentive granted hereunder on the completion of a specified period of employment by the holder thereof or on the attainment of certain performance goals by the Company or any group, Subsidiary or division thereof), in the event of a Change in Control of the Company the holders of Stock Incentives outstanding as of the date of the occurrence of the Change in Control of the Company shall have the right to surrender such Stock Incentives within the 60-day period following the occurrence of the Change in Control of the Company and to receive cash as consideration for such surrender in accordance with the following:

(i) A holder of a Stock Award being surrendered shall be entitled to the amount equal to the highest Fair Market Value of one share of Common Stock during the 60 days preceding the date on which the Change in Control of the Company occurs, multiplied by the number of shares in respect of which the Stock Award shall have been surrendered.

(ii) A holder of Options being surrendered shall be entitled to the amount by which the highest Fair Market Value of one share of Common Stock during the 60 days preceding the date on which the Change in Control of the Company occurs exceeds the exercise price of one share of Common Stock subject to such Option, multiplied by the number of shares in respect of which the Option shall have been surrendered.

(iv) All payments to be made pursuant to this paragraph (b) of Section 10 shall be made within ten days of the delivery of written notice of such surrender by the holder to the Company.

Section 11. Term: The Plan shall be deemed adopted and shall become effective on the date it is approved by the shareholders of the Company. No Stock Incentives shall be granted under the Plan after May 31, 2007.

Section 12. Administration:

(a) The Plan shall be administered by the Committee which shall consist of not less than three directors of the Company designated by the Board; provided, however, that no director shall be designated as or continue to be a member of the Committee, unless such director shall be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Act (or any successor rule or regulation), (ii) an “outside director” within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder (or any successor provisions, rules or regulations) and (iii) an independent director under the rules of The New York Stock Exchange.

(b) The Committee shall have full authority to act for the Company under the Plan, except the authority to amend or discontinue the Plan, which power shall be solely that of the Board.

(d) Any action required or permitted to be taken by the Committee under the Plan shall require the affirmative vote of a majority of all the members of the Committee. The Committee may act by written determination instead of by affirmative vote at a meeting, provided that any written determination shall be signed by all of the members of the Committee, and any such written determination shall be as fully effective as a unanimous vote at a meeting.

(e) Members of the Committee acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for gross negligence or willful misconduct in the performance of their duties.

Section 13. General Provisions:

(a) With respect to any shares of Common Stock issued or transferred under any provision of the Plan, such shares may be issued or transferred subject to such conditions, in addition to those specifically provided in the Plan, as the Committee may direct and, without limiting the generality of the foregoing, provision may be made in the grant of Stock Incentives that shares issued or transferred upon their grant or exercise shall be subject to forfeiture upon failure to comply with conditions and restrictions imposed in the grant of such Stock Incentives.

(b) The Committee may fix a uniform date, within any specified period, either before or after the date so fixed, as of which any exercise of an Option or Stock Appreciation Rights shall be deemed to be effective.

(c) In the event of the termination of employment with the consent of the Company of an optionee or a Key Employee who is a holder of Stock Appreciation Rights, other than by death, Retirement or Disability, the Committee may extend the period during which such Options or Stock Appreciation Rights may be exercised after the date of termination of employment but not beyond the expiration date of the term of the Options or Stock Appreciation Rights.

(d) Whether an authorized leave of absence or an absence for military or government service shall constitute termination of employment or interruption of required additional continuous employment for the purpose of the Plan shall be determined by the Committee.

(e) Nothing in the Plan nor in any instrument executed pursuant thereto shall confer upon any employee any right to continue in the employ of the Company or any Subsidiary or shall affect the right of the Company or of a Subsidiary to terminate the employment of any employee with or without cause.

(f) No shares of Common Stock shall be issued or transferred pursuant to a Stock Incentive unless and until all legal requirements applicable to the issuance or transfer of such shares have, in the opinion of counsel to the Company, been complied with. In connection with any such issuance or transfer, the person acquiring the shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company that the shares are being acquired for investment and not with a view to resale or distribution thereof and assurances in respect of such other matters as the Company or a Subsidiary may deem desirable to assure compliance with applicable legal requirements.

(g) No holder of a Stock Incentive (individually or as a member of a group), and no beneficiary or other person claiming under or through such holder, shall have any right, title or interest in or to any shares of Common Stock allocated or reserved for the purposes of the Plan or subject to any Stock Incentive except as to such shares of Common Stock, if any, as shall have been issued or transferred to such individual.

(h) The Company or a Subsidiary may, with the approval of the Committee, enter into an agreement or other commitment to grant a Stock Incentive in the future to a person who is or will be a Key Employee at the time of grant, and, notwithstanding any other provision of the Plan, any such agreement or commitment shall not be deemed the grant of a Stock Incentive until the date on which the Committee takes action to implement such agreement or commitment.

(i) In the case of a grant of a Stock Incentive to any employee of a Subsidiary, such grant may, if the Committee so directs, be implemented by the Company issuing or transferring the shares, if any, covered by the Stock Incentive to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the shares to the employee in accordance with the terms of the Stock Incentive specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof, such Stock Incentive may be issued by and in the name of the Subsidiary and shall be deemed granted on the date it is approved by the Committee, on the date it is delivered by the Subsidiary, or on such other date between such two dates, as the Committee shall specify.

(j) The Company or a Subsidiary may make such provisions as it may deem appropriate for the withholding of any taxes which the Company or Subsidiary determines it is required to withhold in connection with any Stock Incentive.

(k) No Stock Incentive and no rights under the Plan, contingent or otherwise, shall be assignable or subject to any encumbrance, pledge or charge of any nature except that, under such rules and regulations as the Committee may establish, a beneficiary may be designated in respect of a Stock Incentive in the event of the death of the holder of such Stock Incentive and except that if such beneficiary shall be the executor or administrator of the estate of the holder of such Stock Incentive, any rights in respect of such Stock Incentive may be transferred to the person or persons or entity (including a trust) entitled thereto under the will of the holder of such Stock Incentive or, in the case of intestacy, under the laws relating to intestacy. A Stock Incentive shall be exercisable during the lifetime of the holder thereof only by the holder or by the holder’s guardian, conservator or similar legal representative.

(l) Nothing in the Plan is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any class or group of employees, which the Company or any Subsidiary now has or may hereafter lawfully put into effect, including, without limitation, any retirement, pension, insurance, stock purchase, incentive compensation or bonus plan.

(m) The place of administration of the Plan shall conclusively be deemed to be within the State of New Jersey and the validity, construction, interpretation and administration of the Plan and of any rules and regulations or determinations or decisions made thereunder, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be governed by, and determined exclusively and solely in accordance with, the laws of the State of New Jersey. Without limiting the generality of the foregoing, the period within which any action must be commenced arising under or in connection with the Plan, or any payment or award made or purportedly made under or in connection therewith, shall be governed by the laws of the State of New Jersey, irrespective of the place where the act or omission complained of took place and of the residence of any party to such action and irrespective of the place where the action may be brought.

Section 14. Amendment or Discontinuance of Plan:

(a) The Plan may be amended by the Board at any time; provided, however, that, without the approval of the shareholders of the Company, no amendment shall be made which (i) increases the aggregate number of shares of Common Stock that may be issued or transferred pursuant to Stock Incentives as provided in paragraph (a) of Section 4, (ii) amends the provisions of paragraph (a) of Section 12 with respect to the eligibility of the members of the Committee, (iii) permits any person to be granted a Stock Incentive who is not at the time of such grant a Key Employee or an Outside Director, (iv) amends Section 11 to extend the term of the Plan, or (v) amends this Section 14.

(b) The Board may by resolution adopted by a majority of the entire Board discontinue the Plan.

(c) No amendment or discontinuance of the Plan shall adversely affect any Stock Incentive theretofore granted without the consent of the holder thereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized representative as of July 1, 2009.


INGERSOLL-RAND PLC

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro
		Vice President & Secretary

Exhibit 10.9

IR EXECUTIVE DEFERRED COMPENSATION PLAN

[As Amended and Restated Effective July 1, 2009]

TABLE OF CONTENTS


SECTION 1 - STATEMENT OF PURPOSE		1

SECTION 2 - DEFINITIONS

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

SECTION 3 - ADMINISTRATION OF THE PLAN		6

(i)


SECTION 4 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

4.1	Participation and Deferral Election	6
4.2	Investment Election	7

SECTION 5 - VESTING

5.1	Deferral Amounts	8
5.2	Supplemental Contributions	8
5.3	Discretionary Contributions	8

SECTION 6 - ACCOUNTS AND VALUATIONS

6.1	Deferral Accounts	9
6.2	Supplemental Contribution Accounts	9
6.3	Discretionary Company Contribution Accounts	10
6.4	IR Stock Accounts	11
6.5	Changes in Capitalization	12
6.6	Accounts are Bookkeeping Entries	12

SECTION 7 - DISTRIBUTION OF ACCOUNTS

7.1	Termination with Five Years of Service, Retirement, Disability and Death	13
7.2	Scheduled Distributions Prior to Termination of Employment	14
7.3	Termination of Employment Prior to Completing Five (5) Years of Service	15
7.4	Transfer of Employment	15
7.5	Hardship Distribution	15
7.6	Early Distributions (with forfeiture)	15
7.7	Form of Payments	16
7.8	Taxes; Withholding	16
7.9	Distribution Provisions	16

SECTION 8 - BENEFICIARY DESIGNATION		17

SECTION 9 - AMENDMENT AND TERMINATION OF PLAN

9.1	Amendment	17
9.2	Termination of Plan	17

SECTION 10 - MISCELLANEOUS

10.1	Unsecured General Creditor	18

(ii)


10.2	Entire Agreement; Successors	18
10.3	Non-Assignability	18
10.4	No Contract of Employment	18
10.5	Authorization and Source of Shares	19
10.6	Singular and Plural	19
10.7	Captions	19
10.8	Applicable Law	19
10.9	Severability	19
10.10	Notice	19

(iii)

IR Executive Deferred Compensation Plan

As Amended and Restated Effective July 1, 2009

SECTION 1

STATEMENT OF PURPOSE

The purpose of the IR Executive Deferred Compensation Plan (the “Plan”) is to further increase the mutuality of interest between Ingersoll-Rand Company (the “Company”), its employees, the employees of a Participating Employer and members of Ingersoll-Rand plc by providing a select group of management and highly compensated employees of the Company or a Participating Employer the opportunity to elect to defer receipt of cash compensation. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan, originally known as the Ingersoll-Rand Company Executive Deferred Compensation and Stock Bonus Plan, became effective on January 1, 1997, was amended and restated effective January 1, 2001, and again effective August 1, 2007 and January 1, 2009. This further amendment and restatement is effective July 1, 2009.

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

SECTION 2

DEFINITIONS

2.1

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

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

2.3

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

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

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

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

2.7

“Change in Control” means a “change in control of the Company” (as set forth in the Company’s Incentive Stock Plan of 2007) or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, other than any sale, lease, exchange or other transfer to any person or entity where the Company owns, directly or indirectly, at least 80 percent of the outstanding voting securities of such person or entity after any such transfer, unless a different definition is used for purposes of any severance of employment agreement or change of control arrangement between the Company and a Participant, in which event such definition shall apply. Notwithstanding the foregoing, for purposes of this Section 2.7, the term “Company” shall mean Ingersoll-Rand plc.

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

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

2.10

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

2.11

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

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

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

2.14

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

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

2.16

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

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

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

2.19

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

2.20

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

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

2.22

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

2.23	“IR Stock ” means the ordinary shares, par value $1.00 per share, of Ingersoll-Rand plc, an Irish company.

2.24

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

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

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

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

2.28	“Plan Year” means a calendar year.

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

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

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

2.32

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

2.33

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

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

2.35

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

SECTION 3

ADMINISTRATION OF THE PLAN

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

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

SECTION 4

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

4.1

Participation and Deferral Election . Any Eligible Employee may elect to participate in the Plan for a given Plan Year by filing a completed Election Form for the Plan Year in the manner prescribed by the Administrative Committee. The Election Form must specify the percentage or dollar amount of any Deferral Amount otherwise payable during such Plan Year that will be deferred under the Plan. Notwithstanding the previous sentence, an election to defer Dividends on Stock Grants shall be equal to one hundred percent (100%) of the Dividends on Stock Grants. The minimum total dollar amount of a Participant’s Deferral Amount that a Participant may defer under the Plan for any Plan Year is $5,000. Any election to defer a Deferral Amount is irrevocable upon the filing of the

Election Form, and must be properly completed and filed no later than the November 30 immediately preceding such Plan Year, or such other date as the Administrative Committee may specify. An Eligible Employee who fails to file a properly completed Election Form by such date will be ineligible to defer a Deferral Amount under the Plan for the following Plan Year. In addition, the Administrative Committee, in its sole and absolute discretion, may establish from time to time such other enrollment requirements as it determines are necessary or proper.

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

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

4.2

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

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

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

SECTION 5

VESTING

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

5.2.

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

5.3.

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

SECTION 6

ACCOUNTS AND VALUATIONS

6.1

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

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

(a)

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

(b)

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

6.2

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

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.

6.3

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

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

(a)

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

(b)

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

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

6.4

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

(a)

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

(b)

determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Deferral Amounts and/or Discretionary Company Contributions are credited to the Participant’s IR Stock Account, the number of units to be credited shall be determined by dividing the amount of such Deferral Amounts and/or Discretionary Company Contributions by the value of a unit on such date.

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

6.5

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

6.6

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

SECTION 7

DISTRIBUTION OF ACCOUNTS

7.1

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

(1)

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

(2)

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

(3)

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

(4)

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

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

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

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

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

7.2

Scheduled Distributions Prior to Termination of Employment . A Participant may elect, on an Election Form, to receive a distribution of all or a portion of his or her Deferral Account, IR Stock Account and vested Discretionary Company Contribution Account with respect to a Plan Year(s) while still employed by the Company. A Participant’s election for a distribution under this Section shall be permitted only if the distribution date has been specified on an original Election Form timely filed by the Participant under Section 4.1, and such distribution date (in the event of a lump sum) or the date of commencement of such distribution (in the event of annual installments) is no earlier than two (2) years from the last day of the Plan Year for which the portion of the Deferral Account, IR Stock Account and vested Discretionary Company Contribution Account to be distributed was actually deferred. A Participant may elect, on an Election Form, to extend the date for any distribution under this Section with respect to any Plan Year, provided such election occurs at least one year before the date of distribution most recently elected for that Plan Year by the Participant and the extension is for a period of not less than two (2) years after the date of distribution most recently elected for that Plan Year by the Participant. The Participant shall have the right to extend the date for any distribution under this Section for a Plan Year twice.

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

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

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

7.3

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

7.4

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

7.5

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

7.6

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

(1)

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

(2)

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

(3)

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

7.7

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

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

7.8

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

7.9

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

SECTION 8

BENEFICIARY DESIGNATION

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

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

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

SECTION 9

AMENDMENT AND TERMINATION OF PLAN

9.1

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

9.2	Termination of Plan

Company’s Right to Terminate. The Board of Directors of Ingersoll-Rand plc may terminate the Plan at any time and for any reason.

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

SECTION 10

MISCELLANEOUS

10.1

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

10.2

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

10.3

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

10.4

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

10.5

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

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

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

10.8	Applicable Law . Except as preempted by federal law, the Plan shall be governed and construed in accordance with the laws of the State of New Jersey.

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

10.10

Notice . Any notice or filing required or permitted to be given to the Administrative Committee shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Company at 1 Centennial Avenue, Piscataway, NJ 08855, directed to the attention of the Senior Vice President, Human Resources. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Any notice to the Participant shall be addressed to the Participant at the Participant’s residence address as maintained in the Company’s records. Any party may change the address for such party here set forth by giving notice of such change to the other parties pursuant to this Section.

IN WITNESS WHEREOF , the Company has caused this amendment and restatement to be executed by its duly authorized representative as of July 1, 2009.


INGERSOLL-RAND COMPANY

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro
		Vice President & Secretary

Exhibit 10.10

IR EXECUTIVE DEFERRED COMPENSATION PLAN II

[As Amended and Restated Effective July 1, 2009]

TABLE OF CONTENTS


SECTION 1 - STATEMENT OF PURPOSE		1

SECTION 2 - DEFINITIONS

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

SECTION 3 - ADMINISTRATION OF THE PLAN		6

(i)


SECTION 4 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

4.1	Participation and Deferral Election	6
4.2	Investment Election	8
4.3	Duration of Elections	9

SECTION 5 - VESTING

5.1	Deferral Amounts	9
5.2	Supplemental Contributions	9
5.3	Discretionary Contributions	9

SECTION 6 - ACCOUNTS AND VALUATIONS

6.1	Deferral Accounts	10
6.2	Supplemental Contribution Accounts	10
6.3	Discretionary Contribution Accounts	11
6.4	IR Stock Accounts	12
6.5	Changes in Capitalization	13
6.6	Accounts are Bookkeeping Entries	13

SECTION 7 - DISTRIBUTION OF ACCOUNTS

7.1	Separation from Service with Five Years of Service, etc.	14
7.2	Scheduled Distributions Prior to Separation from Service	15
7.3	Separation from Service Prior to Completing Five (5) Years of Service	16
7.4	Unforeseeable Financial Emergency Distribution	16
7.5	Required Delay in Distributions	17
7.6	Prohibition of Accelerations	17
7.7	Medium of Payments	17
7.8	Taxes; Withholding	17
7.9	Distribution Provisions	18
7.10	Treatment of Installments; Date of Distribution	18
7.11	Timing of Initial Election Forms	18
7.12	Distribution of Certain Multi-Year Compensation	18

SECTION 8 - BENEFICIARY DESIGNATION		19

SECTION 9 - AMENDMENT AND TERMINATION OF PLAN

9.1	Amendment	19
9.2	Termination of Plan	19

(ii)


SECTION 10 - MISCELLANEOUS

10.1	Unsecured General Creditor	20
10.2	Entire Agreement; Successors	20
10.3	Non-Assignability	21
10.4	No Contract of Employment	21
10.5	Authorization and Source of Shares	21
10.6	Singular and Plural	21
10.7	Captions	21
10.8	Applicable Law	21
10.9	Severability	21
10.10	Notice	21

(iii)

IR Executive Deferred Compensation Plan II

As Amended and Restated Effective July 1, 2009

SECTION 1

STATEMENT OF PURPOSE

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

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

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

The Company amended and restated the Plan in its entirety, effective August 1, 2007, and again, effective January 1, 2009, to conform the terms of the Plan to the requirements of the regulations under Code Section 409A. This further amendment and restatement is effective July 1, 2009. The Plan applies to (i) amounts initially deferred hereunder on or after January 1, 2005, (ii) amounts initially credited to the Predecessor Plan before January 1, 2005 that, pursuant to the effective-date rules of Code Section 409A, are subject to the provisions of Code Section 409A, and (iii) investment earnings allocable to amounts described in (i) and (ii). Notwithstanding any other provision of this Plan, no amount will be deferred or credited under this Plan with respect to a Participant for a Plan Year if such amount is properly deferred or credited with respect to such Participant for such Plan Year under the Predecessor Plan.

SECTION 2

DEFINITIONS

2.1

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

2.3

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

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

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

2.7

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

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

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

2.10

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

2.12

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

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

2.14

2.15

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

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

2.17

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

2.18

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

2.20

2.21	“IR Stock ” means the ordinary shares, par value $1.00 per share, of Ingersoll-Rand plc, an Irish company.

2.22

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

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

2.25	“Plan Year” means a calendar year.

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

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

2.28	“ Separation from Service” means a separation from service under the general rules under Code Section 409A.

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

2.30

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

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

2.32

2.33

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

2.35

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

SECTION 3

ADMINISTRATION OF THE PLAN

SECTION 4

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

4.1

Amount otherwise payable for or during such Plan Year that will be deferred under the Plan. No Election Form shall be accepted by the Administrative Committee unless it provides that the Participant has elected to defer a combination of cash compensation and/or Stock Based Award equal to a minimum of $5,000.

Any election to defer a Deferral Amount for a Plan Year is irrevocable upon the filing of the Election Form, and must be properly completed and filed by the Participant no later than the December 31 immediately preceding the first Plan Year during which the services for which the compensated is paid or awarded are performed or:

(a)

In the case of a new Participant who is described in Code Section 409A(a)(4)(B)(ii), the 30th day after such new Participant first becomes eligible to participate in the Plan (provided that such election shall relate only to compensation for services performed subsequent to the date such Election Form is filed);

(b)

In the case of any compensating award that constitutes performance-based compensation for purposes of Code Section 409A; the June 30 immediately preceding the Plan Year in which such award would otherwise be paid or such earlier date established by the Administrative Committee; if, by reason of events occurring after the Participant’s Deferral Election, compensation ceases to be performance-based compensation for purposes of section 409A, any deferral election made under this paragraph (and not timely made under any other provision of this Section 4.1) shall be considered untimely and given no force or effect;

(c)

In the case of any compensatory award that, at the time the Participant obtains a legally binding right to the award, is subject to a substantial risk of forfeiture (within the meaning of Code Section 409A) for a period of at least 13 months, the 30th day after the Participant obtains a legally binding right to such award.

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

4.2

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

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

4.3

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

SECTION 5

VESTING

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

5.2.

5.3.

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

SECTION 6

ACCOUNTS AND VALUATIONS

6.1

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

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

(a)

(b)

6.2

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

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

6.3

(a)

(b)

6.4

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

(a)

(b)

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

6.5

6.6

SECTION 7

DISTRIBUTION OF ACCOUNTS

7.1

Separation from Service with Five Years of Service, Retirement, Disability and Death . Except as otherwise provided in this Section 7, a Participant who has a Separation from Service after completing at least five (5) years of Service, has a Retirement, incurs a Disability, or dies shall be paid his or her vested Account Balances (and after his or her death to his or her Beneficiary) in a lump sum in the Plan Year following the Participant’s Separation from Service, Retirement, Disability or death, unless an optional time or form of benefit payment has been elected by the Participant in accordance with the next sentence. For each Plan Year’s Account Balance the Participant may elect, on an initial Election Form filed in accordance with Section 4.1 by the time specified in Section 7.11, an optional form of benefit payment from among the following:

(1)

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

(2)

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

(3)

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

(4)

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

on which such distribution would otherwise be made or begin; and (iii) no such election related to a distribution payable at a specified time or pursuant to a fixed schedule (within the meaning of Code Section 409A(a)(2)(A)(iv)) may be made within twelve months of the date such distribution would otherwise be made. As and to the extent required under Code Section 409A(a)(4)(C), the first day of the Plan Year in which a distribution would otherwise be made or begin (but for an election made by the Participant under this paragraph) shall be treated as the date the distribution would otherwise be made or begin for purposes of the rules set forth in the preceding sentence.

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

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

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

7.2

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

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

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

7.3

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

7.4

Unforeseeable Financial Emergency Distribution . In the event that the Administrative Committee, upon written petition of the Participant on an Election Form filed with the Administrative Committee specifying the Plan Year(s) with respect to which payment shall be made, determines in its sole and absolute discretion, that the Participant has suffered an Unforeseeable Financial Emergency, the Company shall pay to the Participant (or the Participant’s Beneficiary) in a lump sum from the Participant’s Deferral Account(s), IR Stock Account(s), vested portion of the Discretionary Company Contribution Account(s) and the vested portion of the Supplemental Contribution Account(s) with respect to the specified Plan Year(s), as soon as practicable following such

determination, the amount necessary to satisfy such Unforeseeable Financial Emergency plus the amount necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the Unforeseeable Financial Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

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

7.5

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

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

7.7

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

7.8

7.9

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

7.10

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

7.11

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

7.12

Distribution of Certain Multi-Year Compensation. Notwithstanding the prior provisions of this Section 7, in the case of any compensation that (absent the Participant’s Deferral Election) would have been paid in a Plan Year that was specified by the Company at the time of the Participant’s Deferral Election, the Deferral Amount shall be paid (or commence to be paid) no earlier than such Plan Year. For example, if the Company awards performance-based compensation payable in the Plan Year following a three-year performance cycle, and a Participant has made a timely election to defer such compensation until the Plan Year following Separation from Service, such compensation shall be distributed in the later of the Plan Year following Separation from Service or the Plan Year following the three-year performance cycle. The Participant’s Deferral Election shall be deemed to incorporate the requirement of this Section 7.12, whether or not it expressly so provides.

SECTION 8

BENEFICIARY DESIGNATION

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

SECTION 9

AMENDMENT AND TERMINATION OF PLAN

9.1

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

9.2	Termination of Plan.

Company’s Right to Terminate. The Board of Directors of Ingersoll-Rand plc may terminate the Plan at any time and for any reason.

Payments Upon Termination. As and to the extent permitted under Code Section 409A, all amounts deferred under the Plan with respect to a Participant shall be paid to the Participant, in a lump sum, upon the Company’s termination and liquidation of the Plan, provided that: (1) the termination and liquidation do not occur proximate to a downturn in the

financial health of the Company; (2) the Company terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated with the Plan and any other terminated and liquidated agreements, methods, programs, and other arrangements under Code Section 409A if the Participant had deferrals of compensation under all the agreements, methods, programs, and other arrangements that are terminated and liquidated; (3) no payments in liquidation of the Plan are made within 12 months of the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred; (4) all payments are made within 24 months of the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan; and (5) the Company does not adopt a new plan that would be aggregated with the Plan or any other terminated and liquidated plan under Code Section 409A if the Participant participated in both plans, at any time within three years following the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan.

SECTION 10

MISCELLANEOUS

10.1

10.2

10.3

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

10.4

10.5

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

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

10.8	Applicable Law . Except as preempted by federal law, the Plan shall be governed and construed in accordance with the laws of the State of New Jersey.

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

10.10

IN WITNESS WHEREOF , the Company has caused this amendment and restatement to be executed by its duly authorized representative as of July 1, 2009.


INGERSOLL-RAND COMPANY

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro
		Vice President & Secretary

Exhibit 10.11

IR-PLC DIRECTOR DEFERRED COMPENSATION

AND STOCK AWARD PLAN

[As Amended and Restated Effective July 1, 2009]

TABLE OF CONTENTS


SECTION 1 - STATEMENT OF PURPOSE		1

SECTION 2 - DEFINITIONS

2.1	Account Balance	1
2.2	Beneficiary	2
2.3	Beneficiary Designation Form	2
2.4	Board	2
2.5	Conversion Account	2
2.6	Deferral Account	2
2.7	Deferral Amount	2
2.8	Deferred IR Stock Award Account	2
2.9	Effective Time	2
2.10	Election Form	2
2.11	Fees	2
2.12	Investment Option Subaccounts	2
2.13	IR Stock	3
2.14	IR Stock Account	3
2.15	Merger Agreement	3
2.16	Participant	3
2.17	Plan Year	3
2.18	Retirement	3
2.19	Return	3
2.20	Supplemental Contribution	3
2.21	Supplemental Contribution Account	3
2.22	Trust	3

SECTION 3 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

3.1	Participation and Deferral Election	4
3.2	Investment Election	4

SECTION 4 - VESTING

4.1	Deferral Amounts	5
4.2	Supplemental Contributions	5
4.3	Conversion Account	5
4.4	Deferred IR Stock Award Account	5

(ii)


SECTION 5 - ACCOUNTS AND VALUATIONS

5.1	Deferral Accounts	5
5.2	Supplemental Contribution Accounts	6
5.3	IR Stock Accounts	6
5.4	Deferred IR Stock Award Amount	7
5.5	Deferred Amounts upon Termination of the Retirement Plan	8
5.6	Conversion of Deferred Compensation Account Balances	8
5.7	Valuation of Account Balance in Event of Change in Control	8
5.8	Changes in Capitalization	9
5.9	Accounts are Bookkeeping Entries	9
5.10	Mandatory Fee Deferral	9

SECTION 6 - DISTRIBUTION OF ACCOUNTS

6.1	Termination, Retirement and Death	10
6.2	Scheduled Distributions	11
6.3	Form of Payments	12
6.4	Change in Control	12
6.5	Taxes; Withholding	14

SECTION 7 - BENEFICIARY DESIGNATION		14

SECTION 8 - AMENDMENT AND TERMINATION OF PLAN

8.1	Amendment	15
8.2	Termination of Plan	15

SECTION 9 - MISCELLANEOUS

9.1	Unsecured General Creditor	15
9.2	Entire Agreement; Successors	16
9.3	Non-Assignability	16
9.4	Authorization and Source of Shares	16
9.5	Singular and Plural	16
9.6	Captions	16
9.7	Applicable Law	16
9.8	Severability	16

(iii)

IR-plc Director Deferred Compensation and Stock Award Plan

As Amended and Restated Effective July 1, 2009

SECTION 1

STATEMENT OF PURPOSE

The purpose of the IR-plc Director Deferred Compensation and Stock Award Plan (the “Plan”) is to further increase the mutuality of interest between Ingersoll-Rand plc, an Irish company (the “Company”), its non-employee members of the Board (“Non-employee Directors”) and members by providing its Non-employee Directors the opportunity to elect to defer receipt of cash compensation. The Plan, originally known as the Ingersoll-Rand Company Directors Deferred Compensation and Stock Award Plan, became effective on January 1, 1997, was amended and restated effective January 1, 2001, was subsequently amended as of December 21, 2001, was again amended and restated effective August 1, 2007 and January 1, 2009. This further amendment and restatement is effective July 1, 2009.

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

SECTION 2

DEFINITIONS

2.1

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

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measurement and determination of the amounts to be paid to a Participant, or to the Participant’s designated Beneficiary, pursuant to the Plan.

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

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

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

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

2.6

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

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

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

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

2.10

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

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

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

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

2.14

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

2.15

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

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

2.17	“Plan Year” means a calendar year.

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

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

2.20

2.21

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

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SECTION 3

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

3.1

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

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

3.2

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

Subject to Section 5.3, in making the designations pursuant to this Section, the Participant may specify that all or any portion of the Participant’s Deferral

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

SECTION 4

VESTING

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

4.2

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

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

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

SECTION 5

ACCOUNTS AND VALUATIONS

5.1

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

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Each Participant’s Deferral Accounts shall be divided into Investment Option Subaccounts. A Participant’s Deferral Accounts shall be credited 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 such amounts are distributed from the Plan.

5.3

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when the Deferral Amount would otherwise be paid to the Participant. Notwithstanding anything to the contrary, IR Stock credited to a Participant’s IR Stock Account may not be designated by the Participant to be deemed to be invested in any other investment option and shall remain invested in IR Stock in such IR Stock Account until distributed from the Plan. A Participant’s IR Stock Accounts shall be credited as follows:

(a)

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

(b)

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

5.4

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

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

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one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that awards of IR Stock are credited to the Participant’s Deferred IR Stock Award Account, the number of units to be credited shall be determined by dividing the amount of such IR Stock awarded by the value of a unit on such date.

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

5.5

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

5.6

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

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 Account as of January 1, 2001 in units or fractional units. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape.

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

5.7	Valuation of Account Balance in Event of Change in Control . In the event of a Change in Control pursuant to Section 6.4, the value of each IR Stock unit deemed to be invested in each IR Stock Account, Supplemental Contribution

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Account, Conversion Account and Deferred IR Stock Award Account shall be equal to the highest Fair Market Value (as such term is defined in the Company’s Incentive Stock Plan of 1998) of one share of IR Stock during the 60 days preceding the date on which the Change in Control occurs.

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

5.8

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

5.9

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

5.10

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

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

(a)

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

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(b)

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

SECTION 6

DISTRIBUTION OF ACCOUNTS

6.1

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

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

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

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

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

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

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

6.2

Scheduled Distributions . A Participant may elect, on an Election Form, to receive a distribution of all or a portion of his or her Deferral Account and IR Stock Account with respect to a Plan Year(s) while still a Non-employee Director. A Participant’s election for a distribution under this Section shall be permitted only if the distribution date has been specified on an original Election Form timely filed by the Participant under Section 3.1, and such distribution date (in the event of a lump sum) or the date of commencement of such distribution (in the event of annual installments) is no earlier than two (2) years from the last day of the Plan Year for which the portion of the Deferral Account and IR Stock Account to be distributed was actually deferred. A Participant may elect, on an Election Form, to extend the date for any distribution under this Section with respect to any Plan Year, provided such election occurs at least one year before the date of distribution most recently elected for that Plan Year by the Participant and the extension is for a period of not less than two (2) years after the date of distribution most recently elected for that Plan Year by the Participant. The Participant shall have the right to extend the date for any distribution under this Section for a Plan Year twice.

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four (4) or five (5) years beginning as soon as administratively practicable in the year specified by the Participant on the Election Form.

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

6.3

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

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

For purposes hereof,

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

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

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

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

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

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

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

(d) Notwithstanding any provision of this Section 6.4 or any other provision of the Plan to the contrary, none of the transactions contemplated by the Merger Agreement which are undertaken by (i) Ingersoll-Rand Company or its affiliates prior to or as of the Effective Time or (ii) Ingersoll-Rand Company Limited or its affiliates on or after the Effective Time shall trigger, constitute or be deemed a Change in Control. Notwithstanding any other provision of this Section or any other Section of the Plan to the contrary, none of the transactions contemplated by the Scheme of Arrangement under section 99 of the Bermuda Companies Act 1981 (the “Scheme of Arrangement”), pursuant to which the Class A common shares of Ingersoll-Rand Company Limited will be cancelled and the holders of such Class A common shares will receive, on a one-for-one basis, new shares of Ingersoll-Rand plc, a company incorporated and organized under the laws of Ireland (“IR-Ireland”) (or, in the case of any fractional interests in shares, cash), and new common shares of Ingersoll-Rand Company Limited will be issued to IR-Ireland (the “Transaction”) shall trigger, constitute or be deemed a Change in Control.

(5) “Continuing Director” shall mean a Director who either was a member of the Board on April 24, 1998 or who became a member of the Board subsequent to such date and whose election, or nomination for election by the Company’s shareholders, was Duly Approved by the Continuing Directors of the Board at the time of such nomination or election, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the Board in which such

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person is named as a nominee for Director, provided, however, that no individual shall be considered a Continuing Director if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as amended) or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest.

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

6.5

SECTION 7

BENEFICIARY DESIGNATION

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

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SECTION 8

AMENDMENT AND TERMINATION OF PLAN

8.1

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

8.2	Termination of Plan

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

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

SECTION 9

MISCELLANEOUS

9.1

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

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9.2

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

9.3

9.4

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

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

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

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

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

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IN WITNESS WHEREOF , the Company has caused this amendment and restatement to be executed by its duly authorized representative as of July 1, 2009.


INGERSOLL-RAND PLC

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro
		Vice President & Secretary

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Exhibit 10.12

IR-PLC DIRECTOR DEFERRED COMPENSATION

AND STOCK AWARD PLAN II

[As Amended and Restated Effective July 1, 2009]

TABLE OF CONTENTS


SECTION 1 - STATEMENT OF PURPOSE		1

SECTION 2 - DEFINITIONS

2.1	Account Balance	2
2.2	Beneficiary	2
2.3	Beneficiary Designation Form	2
2.4	Board	2
2.5	Code	2
2.6	Deferral Account	2
2.7	Deferral Amount	2
2.8	Deferred IR Stock Award Account	2
2.9	Election Form	2
2.10	Fees	3
2.11	Investment Option Subaccounts	3
2.12	IR Stock	3
2.13	IR Stock Account	3
2.14	Participant	3
2.15	Plan Year	3
2.16	Retirement	3
2.17	Return	3
2.18	Separation from Service	3
2.19	Supplemental Contribution	3
2.20	Supplemental Contribution Account	3
2.21	Trust	3

SECTION 3 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

3.1	Participation and Deferral Election	4
3.2	Investment Election	4
3.3	Duration of Elections	5
3.4	Cessation of Deferrals	5

SECTION 4 - VESTING

4.1	Deferral Amounts	5
4.2	Supplemental Contributions	5
4.3	Mandatory Fee Deferrals	6

(i)


SECTION 5 - ACCOUNTS AND VALUATIONS

5.1	Deferral Accounts	6
5.2	Supplemental Contribution Accounts	6
5.3	IR Stock Accounts	7
5.4	Valuation of Account Balance in Event of Change in Control	8
5.5	Changes in Capitalization	8
5.6	Accounts are Bookkeeping Entries	8
5.7	Mandatory Fee Deferral	9

SECTION 6 - DISTRIBUTION OF ACCOUNTS

6.1	Separation from Service and Death	9
6.2	Scheduled Distributions	11
6.3	Prohibition of Accelerations	11
6.4	Medium of Payments	11
6.5	Change in Control	12
6.6	Taxes; Withholding	12
6.7	Treatment of Installments; Date of Distribution	12
6.8	Timing of Initial Election Forms	12
6.9	Transition Period Elections	12

SECTION 7 - BENEFICIARY DESIGNATION		13

SECTION 8 - AMENDMENT AND TERMINATION OF PLAN

8.1	Amendment	13
8.2	Termination of Plan	13

SECTION 9 - MISCELLANEOUS

9.1	Unsecured General Creditor	14
9.2	Entire Agreement; Successors	14
9.3	Non-Assignability	15
9.4	Authorization and Source of Shares	15
9.5	Singular and Plural	15
9.6	Captions	15
9.7	Applicable Law	15
9.8	Severability	15

(ii)

IR plc Director Deferred Compensation and Stock Award Plan II

As Amended and Restated Effective July 1, 2009

SECTION 1

STATEMENT OF PURPOSE

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

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

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

Ingersoll-Rand Company Limited amended and restated the Plan in its entirety, effective August 1, 2007, and again effective January 1, 2009 to conform the terms of the Plan to the requirements of the regulations under Code Section 409A. This further amendment and restatement to reflect the Company’s reorganization in Ireland is effective July 1, 2009. The Plan applies to (i) amounts initially deferred hereunder on or after January 1, 2005, (ii) amounts initially credited to the Predecessor Plan before January 1, 2005 that, pursuant to the effective-date rules of Code Section 409A, are subject to the provisions of Code Section 409A, and (iii) investment earnings allocable to amounts described in (i) and (ii). Notwithstanding any other provision of this Plan, no amount will be deferred or credited under this Plan with respect to a Participant for a Plan Year if such amount is properly deferred or credited with respect to such Participant for such Plan Year under the Predecessor Plan.

SECTION 2

DEFINITIONS

2.1

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

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

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

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

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

2.6

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

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

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

2.9

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

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

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

2.13

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

2.15	“Plan Year” means a calendar year.

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

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

2.18	“ Separation from Service” means a separation from service under the rules under Code Section 409A(a)(2)(A)(i), applicable to corporate directors.

2.19

2.20

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

SECTION 3

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

3.1

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

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

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

3.2

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

Subject to Section 5.3, in making the designations pursuant to this Section, the Participant may specify that all or any portion of the Participant’s Deferral Amount, other than Fees deferred under Section 5.7, be deemed to be invested, in

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

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

3.3

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

3.4

Cessation of Deferrals. Notwithstanding the foregoing, no Election Form of a Non-Employee Director will be given effect for any period after December 31, 2008, and no Deferral Amount (including any mandatory fee deferral under Section 5.7 of the Plan) shall be credited to a Participant’s Deferral Account with respect to services performed by a Non-Employee Director after December 31, 2008.

SECTION 4

VESTING

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

4.2

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

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

SECTION 5

ACCOUNTS AND VALUATIONS

5.1

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

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

5.2

credited to the Participant’s Deferral Account pursuant to Section 5.1. All of a Participant’s Supplemental Contributions shall be deemed to be invested in, and shall remain deemed to be invested in, IR Stock in the Participant’s Supplemental Contribution Account until such amounts are distributed from the Plan.

5.3

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

(a)

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

(b)

5.4

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

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

5.5

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

5.6

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

5.7

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

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

(a)

(b)

SECTION 6

DISTRIBUTION OF ACCOUNTS

6.1

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

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

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

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

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

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

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

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

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

6.2

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

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

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

6.4

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

6.5

Change in Control . In the event of a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A(a)(2)(A)(v) (a “Change in Control”), all Account Balances shall be valued pursuant to Section 5.4, and shall be distributed in a lump sum within forty five (45) days following such Change in Control. Notwithstanding any other provision of this Section or any other Section of the Plan to the contrary, none of the transactions contemplated by the Scheme of Arrangement under section 99 of the Bermuda Companies Act 1981 (the “Scheme of Arrangement”), pursuant to which the Class A common shares of Ingersoll-Rand Company Limited will be cancelled and the holders of such Class A common shares will receive, on a one-for-one basis, new shares of Ingersoll-Rand plc, a company incorporated and organized under the laws of Ireland (“IR-Ireland”) (or, in the case of any fractional interests in shares, cash), and new common shares of Ingersoll-Rand Company Limited will be issued to IR-Ireland (the “Transaction”) shall trigger, constitute or be deemed a Change in Control.

6.6

6.7

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

6.8

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

6.9

Transition Period Elections. Notwithstanding any other provision of this Section 6, on or before December 31, 2008, a Participant may make a new irrevocable election, in writing, to change the time or form of payment of any Deferral Amount under the Plan, provided that no new payment election shall be given effect if (a) it would cause any payment to be made in calendar year 2008, (b) it would defer payment of an amount otherwise payable in calendar year 2008 to a later calendar year, or (c) it would, by its express terms, require payment later than calendar year 2017. A new payment election under this Section 6.9 shall be limited to those times and forms of payment permitted on the election form provided to the Participant.

SECTION 7

BENEFICIARY DESIGNATION

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

SECTION 8

AMENDMENT AND TERMINATION OF PLAN

8.1

8.2	Termination of Plan

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

liquidates all agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated with the Plan and any other terminated and liquidated agreements, methods, programs, and other arrangements under Code Section 409A if the Participant had deferrals of compensation under all the agreements, methods, programs, and other arrangements that are terminated and liquidated; (3) no payments in liquidation of the Plan are made within 12 months of the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred; (4) all payments are made within 24 months of the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan; and (5) the Company does not adopt a new plan that would be aggregated with the Plan or any other terminated and liquidated plan under Code Section 409A if the Participant participated in both plans, at any time within three years following the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan.

SECTION 9

MISCELLANEOUS

9.1

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

9.2

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

9.3

9.4

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

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

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

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

IN WITNESS WHEREOF , the Company has caused this amendment and restatement to be executed by its duly authorized representative as of this 1st day of July, 2009.


INGERSOLL-RAND PLC

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro
		Vice President & Secretary

Exhibit 10.13

INGERSOLL-RAND COMPANY

SUPPLEMENTAL EMPLOYEE SAVINGS PLAN

(AMENDED AND RESTATED EFFECTIVE JULY 1, 2009)

INTRODUCTION

Ingersoll-Rand Company (the “Company”) established the Ingersoll-Rand Company Employee Savings Plan (the “Qualified Savings Plan”) effective January 1, 2003 for employees employed by the Company and certain subsidiaries and affiliates of the Company (the “Employees”), under which benefits do not reflect compensation of Employees in excess of the limitation imposed by Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”) or Compensation deferred under the IR Executive Deferred Compensation Plan (the “Deferral Plan”).

The purpose of this amended and restated Ingersoll-Rand Company Supplemental Employee Savings Plan, which was formerly known as the Ingersoll-Rand Company Supplemental Savings and Stock Investment Plan (the “Supplemental Savings Plan”) is to provide a vehicle under which Employees can be paid benefits which are supplemental to benefits payable under the Qualified Savings Plan with respect to compensation that is not taken into account under the Qualified Savings Plan.

Effective August 1, 2002, the liabilities under the Ingersoll-Rand Company Supplemental Retirement Account Plan (the “Supplemental RAP”) were merged into this Supplemental Savings Plan. This Supplemental Savings Plan was last amended and restated effective January 1, 2003 with respect to all Employees except those Employees employed by The Torrington Company.

This Supplemental Savings Plan was amended and restated effective January 1, 2009 and is hereby further amended and restated effective July 1, 2009. The provisions of this Supplemental Savings Plan as in effect prior to January 1, 2003 shall continue to apply to Employees of The Torrington Company.

It is intended that this Supplemental Savings Plan be treated as “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of the Employee Retirement Income Security Act of 1974, as amended.

Unless otherwise indicated herein, capitalized terms shall have the same meanings as they have under the Qualified Savings Plan.

Notwithstanding any other provision of this Supplemental Savings Plan to the contrary, the terms of this Supplemental Savings Plan are limited to amounts credited to Employees accounts hereunder (including earnings on such amounts) with respect to compensation earned in years

commencing prior to January 1, 2005 that pursuant to the effective date rules of Section 885(d) of the American Jobs Creation Act of 2004 and Treasury Regulations section 1.409A-6(a), are not subject to the requirements of Section 409A of the Code. Effective January 1, 2005, the Company has established the Ingersoll-Rand Company Supplemental Savings Plan II to provide similar supplemental benefits that are subject to the requirements of Section 409A of the Code with respect to compensation earned by Employees in years commencing after December 31, 2004.

SECTION 1

PARTICIPATION

1.1

Participation. An Employee shall participate in this Supplemental Savings Plan if a Supplemental Company Contribution was credited or creditable to the Employee’s Account under Section 2.2 with respect to compensation earned for any year commencing before January 1, 2005. An Employee who had an account under the Supplemental RAP merged into this Supplemental Savings Plan on August 1, 2002 shall also be a participant in this Plan.

SECTION 2

ACCOUNTS/SUPPLEMENTAL BENEFITS

2.1	Accounts. The Company shall maintain on its books an account for each Employee who participates in this Supplemental Savings Plan (each an “Employee Account”). Such Employee Accounts shall be credited with Supplemental Company Contributions in accordance with Sections 2.2 and 2.3 hereof.

The Company shall maintain on its books an account for each Employee who had an account under the Supplemental RAP merged into this Supplemental Savings Plan (each a “Supplemental RAP Account”).

2.2

Company Contributions. An Employee shall be entitled to receive a Supplemental Company Contribution (credited as provided in Section 2.3) for any year commencing before January 1, 2005 in which the Employee’s Compensation for the year exceeds the limitation provided under Section 401(a)(17) of the Code and/or did not reflect compensation deferred under the Deferral Plan. The amount of Supplemental Company Contributions credited to the Employee Account for any such year shall equal (a) the Company Matching Contributions for such year, calculated as if the limitations described above did not apply, less (b) the Company Matching Contributions made with respect to the Employee under the Qualified Savings Plan.

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Contributions shall not be made to the Supplemental RAP Account on or after January 1, 2003. Contributions made to the Supplemental RAP Account prior to January 1, 2003 were made in accordance with the provisions of the Supplemental RAP in effect prior to January 1, 2003.

2.3	Common Stock Units.

(a)

For purposes hereof, the following terms shall have the meanings set forth below:

(i)

“Common Stock” means the ordinary shares, par value $1.00 per share, of Ingersoll-Rand plc, an Irish company.

(ii)

“Common Stock Unit” means the right to receive dividends in respect of the Common Stock and the right to receive the Fair Market Value of a Unit.

(iii)

“Fair Market Value of a Unit” means the fair market value of one unit of Common Stock as determined under the recordkeeping procedures established for the Company Stock Fund under the Qualified Savings Plan.

(b)

All Supplemental Company Contributions shall be made by crediting to the Employee Account of each Employee eligible to participate in this Supplemental Savings Plan such number of Common Stock Units as will equal (i) the amount of Supplemental Company Contributions to which such Employee is entitled pursuant to Section 2.2, divided by (ii) the Fair Market Value of a Unit on the date such Supplemental Company Contribution is made. Crediting of Common Stock Units shall occur at the same time as determined under the recordkeeping procedures established for the Qualified Savings Plan.

(c)

On the date of payment of each cash dividend in respect of the Common Stock, each Employee Account shall be credited with additional Common Stock Units in the same manner and at the same time as determined under the recordkeeping procedures established for the Qualified Savings Plan.

(d)

In the event of any stock dividend on the Common Stock or any split-up or combination of shares of the Common Stock, appropriate adjustment shall be made by the Committee (hereinafter defined) in the aggregate number of Common Stock Units credited to each Employee Account.

2.4	Interest on Supplemental RAP Account.

Unless and until the Company establishes a trust pursuant to Section 6.1 hereof, the amounts credited to each Supplemental RAP Account shall be credited with interest at a rate equal to the rate of return earned by the money market investment option available under the Qualified Savings Plan and that is designated by the Committee as the money

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market investment option that shall apply for purposes of crediting interest under this Section 2.4. To the extent the Company contributes funds on behalf of an Employee to a trust established under Section 6.1 hereof, his Supplemental RAP Account hereunder shall be transferred to an account within such trust and shall be credited with the rate of return earned by the funds so contributed. Any unfunded portion of the Supplemental RAP Account shall continue to be credited with interest as provided above in this Section 2.4.

SECTION 3

VESTING

3.1	Vesting. An Employee shall at all times be fully vested in his Employee Account.

SECTION 4

DISTRIBUTIONS

4.1	Time of Distribution.

(a)

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.

(b)

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.

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(c)

Any such payment not deferred under the Deferral Plan shall be made to the Employee, or if the Employee is not then living, to the Employee’s beneficiary(ies) under the Qualified Savings Plan. Any payment to such beneficiary(ies) shall be payable thirty (30) days after the date of the Employee’s death, or as soon as practicable thereafter.

4.2	Form of Benefits.

(a)

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 4.2(a) 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 4.2(a). Interest shall accrue until the Employee’s Payment Date.

(b)

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.

4.3	Valuation Date. For purposes hereof, the Valuation Date (as defined in the Qualified Savings Plan) shall be the date that is as soon as administratively practicable following an Employee’s termination of employment with the Company by reason of death, disability, retirement or otherwise.

4.4

Payment of Benefits. The benefits payable under this Supplemental Savings Plan shall be paid to an Employee (or beneficiary(ies)) by the Company, provided, however, that if the Company shall have made a contribution to a trust established under Section 5 hereof of all or a portion of the amount credited to such Employee’s Account and/or Supplemental RAP Account under this Supplemental Savings Plan (a) the amount paid to the Employee by the Company hereunder shall be reduced by the amount distributed to such Employee from such trust and (b) the amount distributed to such Employee from such trust shall be limited by the amount to which such Employee is entitled pursuant to Section 4.3 hereof.

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SECTION 5

TRUST FUND INVESTMENT

5.1

Establishment of Trust. Except as provided in Section 6.1 hereof, the Company shall have no obligation to fund the Employee Accounts and/or Supplemental RAP Accounts hereunder. The Company may, however, in its sole discretion, transfer assets to a trust fund to assist it in meeting its obligations under this Supplemental Savings Plan. The trust agreement shall provide that all amounts contributed to the trust, together with earnings thereon, shall be invested and reinvested as provided therein.

5.2	Rights of Creditors. The assets held by the trust shall be subject to the claims of general creditors of the Company in the event of the Company’s insolvency. The rights of an Employee to the assets of such trust fund shall not be superior to those of an unsecured creditor of the Company.

5.3	Disbursement of Funds. All contributions to the trust fund shall be held and disbursed in accordance with the provisions of the related trust agreement. No portion of the trust fund may be returned to the Company other than in accordance with the terms of the related trust agreement.

5.4

Company Obligation. Notwithstanding any provisions of any such trust agreement to the contrary, the Company shall remain obligated to pay benefits under this Supplemental Savings Plan. Nothing in this Supplemental Savings Plan or any such trust agreement shall relieve the Company of its liabilities to pay benefits under this Supplemental Savings Plan except to the extent those liabilities are met by the distribution of trust assets.

SECTION 6

CHANGE IN CONTROL

6.1

Contributions to Trust. In the event that the Board of Directors of Ingersoll-Rand Company is informed by the Board of Directors of Ingersoll-Rand plc that a “change in control” of Ingersoll-Rand plc has occurred, Ingersoll-Rand Company shall be obligated to establish a trust and to contribute to the trust an amount equal to the balance credited to each Employee’s Employee Account and/or Supplemental RAP Account established hereunder, such Employee Accounts and/or Supplemental RAP Accounts to be valued as of the last day of the calendar month immediately preceding the date the Board of Directors of Ingersoll-Rand Company was informed that a “change in control” has occurred.

6.2	Amendments. Following a “change in control” of Ingersoll-Rand plc, any amendment modifying or terminating this Supplemental Savings Plan shall have no force or effect.

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6.3

Definition of Change in Control. For purposes hereof, a “change in control” shall have the meaning designated: (i) in the Ingersoll-Rand Company Amended and Restated Grantor Trust Agreement dated August 6, 1999, between the Company and Wachovia Bank, as trustee, as amended or (ii) in such other trust agreement that restates or supercedes the agreement referred to in clause (i), in either case for purposes of satisfying certain obligations to executive employees of Ingersoll-Rand Company. Notwithstanding the foregoing, for purposes of this Section 6, the term “change in control” shall refer solely to a “change in control” of Ingersoll-Rand plc.

SECTION 7

MISCELLANEOUS

7.1

Amendment and Termination. Except as provided in Section 6.2, this Supplemental Savings Plan may, at any time and from time to time, be amended or terminated without the consent of any Employee or beneficiary, by (a) the Board of Directors of Ingersoll-Rand plc or the Compensation Committee (as described in Section 7.6), or (b) in the case of amendments which do not materially modify the provisions hereof, the Administrative Committee (as described in Section 7.6), provided, however, that no such amendment or termination shall reduce any benefits accrued or vested under the terms of this Supplemental Savings Plan as of the date of termination or amendment.

7.2

No Contract of Employment. The establishment of this Supplemental Savings Plan or any modification thereof shall not give any Employee or other person the right to remain in the service of the Company or any of its subsidiaries, and all Employees and other persons shall remain subject to discharge to the same extent as if the Supplemental Savings Plan had never been adopted.

7.3	Limitation of Rights. Nothing in this Supplemental Savings Plan shall be construed to give any Employee any rights whatsoever with respect to shares of Common Stock.

7.4	Withholding. The Company shall be entitled to withhold from any payment due under this Supplemental Savings Plan any and all taxes of any nature required by any government to be withheld from such payment.

7.5	Loans. No loans to Employees shall be permitted under this Supplemental Savings Plan.

7.6

Compensation Committee. This Supplemental Savings Plan shall be administered by the Compensation Committee (or any successor committee) of the Board of Directors of Ingersoll-Rand plc (the “Compensation Committee”). The Compensation Committee has delegated to the Administrative Committee appointed by the Company’s Chief Executive Officer (the “Administrative Committee”) the authority to administer the Supplemental Savings Plan in accordance with its terms. Subject to review by the Compensation Committee, the Administrative Committee shall make all determinations

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as to the right of any person to a benefit. Any denial by the Administrative Committee of the claim for benefits under this Supplemental Savings Plan by an Employee or beneficiary shall be stated in writing by the Administrative Committee and delivered or mailed to the Employee or beneficiary. Such notice shall set forth the specific reasons for the Administrative Committee’s decision. In addition, the Administrative Committee shall afford a reasonable opportunity to any Employee or beneficiary whose claim for benefits has been denied for a review of the decision denying the claim.

7.7

Entire Agreement; Successors. This Supplemental Savings Plan, including any subsequently adopted amendments, shall constitute the entire agreement or contract between the Company and any Employee regarding this Supplemental Savings Plan. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Company and any Employee relating to the subject matter hereof, other than those set forth herein. This Supplemental Savings Plan 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.

7.8

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

7.9

Application of Plan Provisions. All relevant provisions of the Qualified Savings Plan shall apply to the extent applicable to the obligations of the Company under this Supplemental Savings Plan. Benefits provided under this Supplemental Savings Plan are independent of, and in addition to, any payments made to Employees under any other plan, program, or agreement between the Company and Employees eligible to participate in this Supplemental Savings Plan, or any other compensation payable to any Employee by the Company or by any subsidiary or affiliate of the Company.

7.10	Governing Law. Except as preempted by federal law, the laws of the State of New Jersey shall govern this Supplemental Savings Plan.

7.11

Participant as General Creditor. Benefits under this Supplemental Savings Plan shall be payable by the Company out of its general funds. The Company shall have the right to establish a reserve or make any investment for the purposes of satisfying its obligation hereunder for payment of benefits at its discretion, provided , however , that no Employee eligible to participate in this Supplemental Savings Plan shall have any interest in such investment or reserve. To the extent that any person acquires a right to receive benefits under this Supplemental Savings Plan, such rights shall be no greater than the right of any unsecured general creditor of the Company.

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7.12

Nonassignability. To the extent permitted by law, the right of any Employee or any beneficiary in any benefit hereunder shall not be subject to attachment or other legal process for the debts of such Employee or beneficiary; nor shall any such benefit be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

IN WITNESS WHEREOF, the Company has caused this amendment and restatement to be executed by its duly authorized representative as of July 1, 2009.


INGERSOLL-RAND COMPANY

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro Vice President & Secretary

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Exhibit 10.14

INGERSOLL-RAND COMPANY

SUPPLEMENTAL EMPLOYEE SAVINGS PLAN II

Effective January 1, 2005 and Amended and

Restated through July 1, 2009

INTRODUCTION

Ingersoll-Rand Company (the “Company”) established the Ingersoll-Rand Company Employee Savings Plan (the “Qualified Savings Plan”) effective January 1, 2003 for employees employed by the Company and certain subsidiaries and affiliates of the Company (the “Employees”), under which benefits do not reflect compensation of Employees in excess of the limitation imposed by Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”) or compensation deferred under the IR Executive Deferred Compensation Plan II (the “Deferral Plan”). The Qualified Savings Plan is a continuation of the Ingersoll-Rand Company Savings and Stock Investment Plan.

The purpose of this Ingersoll-Rand Company Supplemental Employee Savings Plan II (the “Supplemental Savings Plan II”) is to provide a vehicle under which Employees can be paid benefits that are supplemental to benefits payable under the Qualified Savings Plan with respect to compensation that is not taken into account under the Qualified Savings Plan.

The Supplemental Savings Plan II is a continuation of the amended and restated Ingersoll-Rand Company Supplemental Employee Savings Plan (the “Predecessor Plan”), which was formerly known as the Ingersoll-Rand Company Supplemental Savings and Stock Investment Plan. The Company has frozen the Predecessor Plan with respect to all deferrals to the extent such deferrals would be subject to Section 409A of the Code.

The Company now hereby adopts this Supplemental Savings Plan II, effective January 1, 2005, to provide for deferrals of amounts subject to Section 409A of the Code on substantially the same terms as those provided under the Predecessor Plan to the extent such terms are not inconsistent with Section 409A of the Code. The Supplemental Savings Plan II shall apply to amounts credited to Employees accounts hereunder (including earnings on such amounts) with respect to compensation earned after December 31, 2004 that, pursuant to the effective date rules of Section 885(d) of the American Jobs Creation Act of 2004 and Treasury Regulations section 1.409A-6(a) are subject to Section 409A of the Code.

It is intended that this Supplemental Savings Plan II be treated as “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of the Employee Retirement Income Security Act of 1974, as amended. To the extent that Section 409A of the Code applies to the Supplemental Savings Plan II, the terms of the Supplemental Savings Plan II are intended to comply with Section 409A of the Code and any regulations or other administrative guidance issued thereunder, and such terms shall be interpreted and administered in accordance therewith.

Unless otherwise indicated herein, capitalized terms shall have the same meanings that they have under the Qualified Savings Plan.

SECTION 1

PARTICIPATION

1.1	Participation. An Employee shall participate under this Supplemental Savings Plan II if a Supplemental Company Contribution is creditable to the Employee’s Account under Section 2.2 with respect to compensation earned for any year commencing after December 31, 2004.

SECTION 2

ACCOUNTS/SUPPLEMENTAL BENEFITS

2.1	Accounts. The Company shall establish on its books an account for each Employee who participates in this Supplemental Savings Plan II (each an “Employee Account”). Such Employee Accounts shall be credited with Supplemental Company Contributions in accordance with Sections 2.2 and 2.3 hereof.

2.2

Company Contributions. An Employee shall be entitled to receive a Supplemental Company Contribution (credited as provided in Section 2.3) for any year commencing after December 31, 2004 in which the Employee’s Compensation for the year exceeds the limitation provided under Section 401(a)(17) of the Code and/or did not reflect compensation deferred under the Deferral Plan. The amount of Supplemental Company Contributions credited to the Employee Account for any such year shall equal (a) the Company Matching Contributions for such year, calculated as if the limitations described above did not apply, less (b) the Company Matching Contributions made with respect to the Employee under the Qualified Savings Plan.

2.3	Common Stock Units.

(a)

For purposes hereof, the following terms shall have the meanings set forth below:

(i)

“Common Stock” means the ordinary shares, par value $1.00 per share, of Ingersoll-Rand plc, an Irish company.

(ii)

“Common Stock Unit” means the right to receive dividends in respect of the Common Stock and the right to receive the Fair Market Value of a Unit.

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(iii)

(b)

All Supplemental Company Contributions shall be made by crediting to the Employee Account of each Employee eligible to participate in this Supplemental Savings Plan II such number of Common Stock Units as will equal (i) the amount of Supplemental Company Contributions to which such Employee is entitled pursuant to Section 2.2, divided by (ii) the Fair Market Value of a Unit on the date such Supplemental Company Contribution is made. Crediting of Common Stock Units shall occur at the same time as determined under the recordkeeping procedures established for the Qualified Savings Plan.

(c)

(d)

SECTION 3

VESTING

3.1	Vesting. An Employee shall at all times be fully vested in his Employee Account.

SECTION 4

DISTRIBUTIONS

4.1	Time of Distribution.

(a)

An Employee’s Employee Account shall be paid on the Employee’s Payment Date. The Payment Date for any Employee shall be the later of (a) the first business day of the first calendar year following the date of the Employee’s separation from service, or (b) the first business day that is six months after the date of such Employee’s separation from service. For purposes of this Section 4, the term “separation from service” means a separation from service under the general rules under Section 409A of the Code.

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(b)

Any payment under Section 4.1(a) shall be made to the Employee or, if the Employee is not then living, to the Employee’s beneficiary(ies) under the Qualified Savings Plan. Any payment to such beneficiary(ies) shall be payable thirty (30) days after the date of the Employee’s death, or as soon as practicable thereafter.

4.2

Form of Benefits. Benefits payable from any Employee’s Employee Account under Section 4.1 shall be in the form of a cash lump-sum and shall equal (i) the number of Common Stock Units credited to such Employee’s Employee Account as of the date of such Employee’s separation from service, multiplied by (ii) the Fair Market Value of a Unit on the Valuation Date. The amount payable pursuant to this Section 4.2 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 4.2. Interest shall accrue until the Employee’s Payment Date. For purposes hereof, the Valuation Date (as defined in the Qualified Savings Plan) shall be the date that is as soon as administratively practicable following the Employee’s separation from service.

4.3

Payment of Benefits. The benefits payable under this Supplemental Savings Plan II shall be paid to an Employee (or beneficiary(ies)) by the Company, provided , however , that if the Company shall have made a contribution to a trust established under Section 5 hereof of all or a portion of the amount credited to such Employee’s Account under this Supplemental Savings Plan II, the amount paid to the Employee by the Company hereunder shall be reduced by the amount distributed to such Employee from such trust, and the amount distributed to such Employee from such trust shall be limited by the amount to which such Employee is entitled pursuant to Section 4.2 hereof.

SECTION 5

TRUST FUND INVESTMENT

5.1

Establishment of Trust. Except as provided in Section 6.1 hereof, the Company shall have no obligation to fund the Employee Accounts hereunder. The Company may, however, in its sole discretion transfer assets to a trust fund to assist it in meeting its obligations under this Supplemental Savings Plan II. The trust agreement shall provide that all amounts contributed to the trust, together with earnings thereon, shall be invested and reinvested as provided therein.

5.2	Rights of Creditors. The assets held by the trust shall be subject to the claims of general creditors of the Company in the event of the Company’s insolvency. The rights of an Employee to the assets of such trust fund shall not be superior to those of an unsecured creditor of the Company.

5.3	Disbursement of Funds. All contributions to the trust fund shall be held and disbursed in accordance with the provisions of the related trust agreement. No portion of the trust fund may be returned to the Company other than in accordance with the terms of the related trust agreement.

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5.4

Company Obligation. Notwithstanding any provisions of any such trust agreement to the contrary, the Company shall remain obligated to pay benefits under this Supplemental Savings Plan II. Nothing in this Supplemental Savings Plan II or any such trust agreement shall relieve the Company of its liabilities to pay benefits under this Supplemental Savings Plan II except to the extent those liabilities are met by the distribution of trust assets.

SECTION 6

CHANGE IN CONTROL

6.1

Contributions to Trust. In the event that the Board of Directors of Ingersoll-Rand Company is informed by the Board of Directors of Ingersoll-Rand plc that a “change in control” of Ingersoll-Rand plc has occurred, Ingersoll-Rand Company shall be obligated to establish a trust and to contribute to the trust an amount equal to the balance credited to each Employee’s Employee Account established hereunder, such Employee Accounts to be valued as of the last day of the calendar month immediately preceding the date the Board of Directors of Ingersoll-Rand Company was informed that a “change in control” has occurred.

6.2	Amendments. Following a “change in control” of Ingersoll-Rand plc, any amendment modifying or terminating this Supplemental Savings Plan II shall have no force or effect.

6.3

Definition of Change in Control. For purposes hereof, a “change in control” shall have the meaning designated: (i) in the Ingersoll-Rand Company Amended and Restated Grantor Trust Agreement dated August 6, 1999 between the Company and Wachovia Bank, as trustee, as amended, or (ii) in such other trust agreement that restates or supercedes the agreement referred to in clause (i), in either case for purposes of satisfying certain obligations to executive employees of Ingersoll-Rand Company. For purposes of this Section 6, the term “change in control” shall refer solely to a “change in control” of Ingersoll-Rand plc.

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SECTION 7

MISCELLANEOUS

7.1

Amendment and Termination. Except as provided in Section 6.2, this Supplemental Savings Plan II may, at any time and from time to time, be amended or terminated without the consent of any Employee or beneficiary, (a) by the Board of Directors of Ingersoll-Rand plc or the Compensation Committee (as designated in Section 7.6), or (b) in the case of amendments which do not materially modify the provisions hereof, the Administrative Committee (as described in Section 7.6), provided, however, that no such amendment or termination shall reduce any benefits accrued under the terms of this Supplemental Savings Plan II as of the date of termination or amendment.

7.2

No Contract of Employment. The establishment of this Supplemental Savings Plan II or any modification thereof shall not give any Employee or other person the right to remain in the service of the Company or any of its subsidiaries, and all Employees and other persons shall remain subject to discharge to the same extent as if the Supplemental Savings Plan II had never been adopted.

7.3	Limitation of Rights. Nothing in this Supplemental Savings Plan II shall be construed to give any Employee any rights whatsoever with respect to shares of Common Stock.

7.4	Withholding. The Company shall be entitled to withhold from any payment due under this Supplemental Savings Plan II any and all taxes of any nature required by any government to be withheld from such payment.

7.5	Loans. No loans to Employees shall be permitted under this Supplemental Savings Plan II.

7.6

Compensation Committee. This Supplemental Savings Plan II shall be administered by the Compensation Committee (or any successor committee) of the Board of Directors of Ingersoll-Rand plc (the “Compensation Committee”). The Compensation Committee has delegated to the Administrative Committee appointed by the Company’s Chief Executive Officer (the “Administrative Committee”) the authority to administer this Supplemental Savings Plan II in accordance with its terms. Subject to review by the Compensation Committee, the Administrative Committee shall make all determinations as to the right of any person to a benefit. Any denial by the Administrative Committee of the claim for benefits under this Supplemental Savings Plan II by an Employee or beneficiary shall be stated in writing by the Administrative Committee and delivered or mailed to the Employee or beneficiary. Such notice shall set forth the specific reasons for the Administrative Committee’s decision. In addition, the Administrative Committee shall afford a reasonable opportunity to any Employee or beneficiary whose claim for benefits has been denied for a review of the decision denying the claim.

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7.7

Entire Agreement; Successors. This Supplemental Savings Plan II, including any subsequently adopted amendments, shall constitute the entire agreement or contract between the Company and any Employee regarding this Supplemental Savings Plan II. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Company and any Employee relating to the subject matter hereof, other than those set forth herein. This Supplemental Savings Plan II 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.

7.8

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

7.9

Application of Plan Provisions. All relevant provisions of the Qualified Savings Plan, to the extent not inconsistent with Section 409A of the Code, shall apply to the extent applicable to the obligations of the Company under this Supplemental Savings Plan II. Benefits provided under this Supplemental Savings Plan II are independent of, and in addition to, any payments made to Employees under any other plan, program, or agreement between the Company and Employees eligible to participate in this Supplemental Savings Plan II, or any other compensation payable to any Employee by the Company or by any subsidiary or affiliate of the Company.

7.10	Governing Law. Except as preempted by federal law, the laws of the State of New Jersey shall govern this Supplemental Savings Plan II.

7.11

Participant as General Creditor. Benefits under this Supplemental Savings Plan II shall be payable by the Company out of its general funds. The Company shall have the right to establish a reserve or make any investment for the purposes of satisfying its obligation hereunder for payment of benefits at its discretion, provided , however , that no Employee eligible to participate in this Supplemental Savings Plan II shall have any interest in such investment or reserve. To the extent that any person acquires a right to receive benefits under this Supplemental Savings Plan II, such rights shall be no greater than the right of any unsecured general creditor of the Company.

7.12

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

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IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized representative as of July 1, 2009.


INGERSOLL-RAND COMPANY

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro Vice President & Secretary

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Exhibit 10.15

INGERSOLL-RAND PLC

INCENTIVE STOCK PLAN OF 2007

(Amended and Restated as of July 1, 2009)

1.	Purpose of the Plan

The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees and directors and to motivate such employees and directors to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees and directors will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.

2.	Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a)

Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.

(b)

Affiliate: With respect to the Company, any Person or entity directly or indirectly controlling, controlled by, or under common control with, the Company or any other Person or entity designated by the Board in which the Company or an Affiliate has an interest.

(c)

Associate: With respect to 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 the Company or any of its Subsidiaries; and (iv) any Person who is a director, officer, or partner of such specified Person or of any corporation (other than the Company or any wholly-owned Subsidiary), partnership or other entity which is an Affiliate of such specified person.

(d)

Award: An Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant to the Plan.

(e)

Beneficial Owner: A “beneficial owner”, as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto) provided, however, that any individual, corporation, partnership, group, association or other Person or entity which has the right to acquire any of the Company’s outstanding securities entitled to vote generally in election of directors at any time in the future, whether such right is contingent or absolute, pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed the Beneficial Owner of such securities.

(f)

Board: The Board of Directors of the Company.

(g)

Change in Control: The date (i) any individual, corporation, partnership, group, association or other person or entity, together with its Affiliates and Associates (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or Ingersoll-Rand Company, a New Jersey corporation), is or becomes the Beneficial Owner of securities of the Company representing 30% or more of the combined voting power of the Company’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 the Company is merged or consolidated with any other company which is not an Affiliate; (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 the Company, other than any sale, lease, exchange or other transfer to any Person or entity where the Company owns, directly or indirectly, at least 80% of the combined voting power of the Voting Securities of such Person or entity or its parent corporation after any such transfer; or (v) any other event that the Continuing Directors determine to be a Change in Control; provided, however, that in the case of a transaction described in (i), (iii) or (v), above, there shall not be a Change in Control if the shareholders of the Company 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) more than 50% of the combined voting power of the Voting Securities of the Company, 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.

(h)

Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.

(i)

Committee: The Compensation Committee of the Board (or a subcommittee thereof), or such other committee of the Board (including, without limitation, the full Board) to which the Board has delegated power to act under or pursuant to the provisions of the Plan.

(j)

Company: Ingersoll-Rand Company Limited, a Bermuda company and any successor thereto. Effective July 1, 2009 “Company” shall mean Ingersoll-Rand plc, an Irish company and any successor thereto.

(k)

Continuing Directors: A director who either was a member of the Board on December 1, 2006 or who became a member of the Board subsequent to such date and whose election, or nomination for election by the Company’s shareholders, was Duly Approved by the Continuing Directors 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 the Company 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.

(l)

Duly Approved by the Continuing Directors: An action approved by the vote of at least two-thirds of the Continuing Directors then on the Board.

(m)

Effective Date: June 1, 2007.

(n)

Fair Market Value: On a given date, (i) if there should be a public market for the Shares on such date, the average between the high and low price of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares are not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted)(the “NASDAQ”), or, if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used, and (ii) if there should not be a public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith.

(o)

Full Value Awards: Awards of Shares under the Plan (including any future grants of restricted stock or phantom stock) that are not awards of Options or Stock Appreciation Rights.

(p)

ISO: An Option that is also an incentive stock option granted pursuant to Section 6(d) of the Plan.

(q)

Option: A stock option granted pursuant to Section 6 of the Plan.

(r)

Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.

(s)

Other Stock-Based Awards: Awards granted pursuant to Section 8 of the Plan.

(t)

Participant: An employee or director who is selected by the Committee to participate in the Plan.

(u)

Performance-Based Awards: Certain Other Stock-Based Awards granted pursuant to Section 8(b) of the Plan.

(v)

Person: A “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto), including any Affiliate or Associate of the Company.

(w)

Plan: The Ingersoll-Rand plc Incentive Stock Plan of 2007, as from time to time amended and then in effect.

(x)

Shares: Class A common shares of the Company. Effective July 1, 2009 “Shares” shall mean ordinary shares of the Company.

(y)

Stock Appreciation Right: A stock appreciation right granted pursuant to Section 7 of the Plan.

(z)

Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto).

(aa)

Voting Securities: The outstanding securities entitled to vote generally in election of directors.

3.	Shares Subject to the Plan

Subject to Section 9, the total number of Shares which may be issued under the Plan is 27,000,000 and the maximum number of Shares for which ISOs may be granted is 20% of the total number of Shares which may be issued under the Plan. For Awards granted prior to June 3, 2009, not more than 25% shall be in the form of Full Value Awards. With respect to Awards granted on or after June 3, 2009, to the extent any Shares are granted as Full Value Awards, each such Share shall count as 2.05 Shares for purposes of the overall limit on Shares available for further grants under the Plan. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The actual issuance of Shares upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the number of Shares available for grant under the Plan (i) in the case of Awards granted on or after June 3, 2009, with a reduction of 2.05 Shares for every Share previously granted as a Full Value Award and a reduction of one Share for every Share previously granted as an Award of Options or Stock Appreciation Rights and (ii) in the case of Awards granted prior to June 3, 2009, with a reduction of one Share for every Share previously granted as an Award. In the event all or any portion of an Award is terminated or lapses without the payment of consideration, the number of Shares not issued that were originally deducted for such Award pursuant to this Section 3 shall be restored and may again be used for Awards under the Plan. In the event that Shares are retained or are otherwise not issued by the Company in order to satisfy tax withholding obligations in connection with Full Value Awards (i.e. Awards other than Stock Options or Stock Appreciation Rights), the number of Shares so retained or not issued that were originally deducted for such Award pursuant to this Section 3 shall be restored and may again be used for Awards under the Plan. Shares subject to an Award under the Plan may not be available again for issuance under the Plan if such Shares are retained or otherwise not issued by the Company in order to satisfy tax withholding obligations in connection with Stock Options or Stock Appreciation Rights.

4.	Administration

The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Act (or any successor rule thereto), “independent directors” within the meaning of The New York Stock Exchange’s listed company rules and “outside directors” within the meaning of Section 162(m) of the Code (or any successor section thereto).

Additionally, the Committee may delegate the authority to grant Awards under the Plan to any employee or group of employees of the Company or an Affiliate; provided, however, that such delegation and grants are consistent with applicable law and guidelines established by the Committee from time to time. Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company and/or any of its Affiliates combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may determine to be necessary for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award. The Committee shall not be required to issue any Award under the Plan until such obligations described in the previous sentence have been satisfied in full. In no event shall the Committee cancel any outstanding Option or Stock Appreciation Right for the purpose of reissuing such Option or Stock Appreciation Right to the Participant at a lower exercise price nor shall the Committee reduce the exercise price of an outstanding Option or Stock Appreciation Right.

5.	Limitations

No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

6.	Terms and Conditions of Options

Options granted under the Plan shall be, as determined by the Committee, non-qualified or incentive stock options for United States federal income tax purposes, as evidenced by the related Award letters, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine:

(a)

Option Price. The Option Price per Share shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of a Share on the date an Option is granted (other than as described in Section 4).

(b)

Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted.

(c)

Exercise of Options. Except as otherwise provided in the Plan or in an Award letter, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company or its designee or administrative agent in the form and manner satisfactory to the Company and, if applicable, the date payment is received by the Company or its designee or administrative agent in accordance with the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company as designated by the Committee, pursuant to one or more of the following methods: (i) in cash or its equivalent (e.g., by personal check) or (ii) if there is a public market for the Shares underlying the Options at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased.

(d)

ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code (or any successor section thereto). No ISO may be granted to any Participant who at the time of such grant, owns more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (A) within two years after the date of grant of such ISO or (B) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified stock options, unless the applicable Award letter expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified stock option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to nonqualified stock options. In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO.

(e)

Rights with Respect to Shares. No Participant shall have any rights to dividends or other rights of a shareholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

7.	Terms and Conditions of Stock Appreciation Rights

(a)

Grants. The Committee may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may only be granted at the time the related Option is granted, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award letter).

(b)

Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the Fair Market Value of a Share on the date the Stock Appreciation Right is granted (other than as described in Section 4); provided, however, that in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to a number of Shares equal to (1) an amount that is (i) the excess of (A) the opening price of the Shares (as reported on the Composite Tape of the principal national securities exchange on which such shares are listed or admitted to trading) on the exercise date of one Share (the “Opening Price”) over (B) the exercise price per Share, multiplied by (ii) the number of Shares covered by the Stock Appreciation Right, divided by (2) the Opening Price. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefore a number of Shares equal to (1) an amount that is (i) the excess of (A) the Opening Price over (B) the Option Price per Share, multiplied by (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered, divided by (2) the Opening Price. Payment shall be made in Shares. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company or its designee or administrative agent of written notice of exercise in the form and manner satisfactory to the Company stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. The date a notice of exercise is received by the Company shall be the exercise date. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead the number of Shares will be rounded downward to the next whole Share.

(c)

Limitations. The Committee may impose, in its discretion, such conditions regarding the exercisability of Stock Appreciation Rights as it may deem fit, but in no event shall a Stock Appreciation Right be exercisable more than ten years after the date it is granted.

8.	Other Stock-Based Awards

(a)

Generally. The Committee, in its sole discretion, may grant or sell Awards of Shares (including (i) Awards of Shares in lieu of any incentive or variable compensation to which a Participant is entitled to from the Company or its Subsidiaries and (ii) Awards of Shares granted to non-employee directors as all or a part of their retainer or other fees for services), Awards of restricted Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards, and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

(b)

Performance-Based Awards. Notwithstanding anything to the contrary herein, certain Other Stock-Based Awards, Options and Stock Appreciation Rights granted under this Section 8 may be granted in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto) (“Performance-Based Awards”). A Participant’s Performance-Based Award shall be determined based on the attainment of written performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for that performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the following criteria: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per Share; (v) book value per Share; (vi) return on shareholders’ equity; (vii) expense management; (viii) return on invested capital; (ix) improvements in capital structure; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins or revenue; (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) available cash flow; (xvii) working capital; (xviii) return on assets; (xix) total shareholder return, (xx) productivity ratios, and (xxi) economic value added. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items. The maximum amount of a Performance-Based Award during a calendar year to any Participant shall be: (x) with respect

to Performance-Based Awards that are Options or Stock Appreciation Rights, 750,000 Shares and (y) with respect to Performance-Based Awards that are not Options or Stock Appreciation Rights, $10,000,000 on the date of the award. No Performance-Based Awards will be paid for a performance period until certification is made by the Committee that the criteria described in this Section 8(b) has been attained. The amount of the Performance-Based Award actually paid to a given Participant may be less than (but not greater than) the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Sections 162(m) and 409A of the Code, elect to defer payment of a Performance-Based Award.

9.	Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary (except for Section 17), the following provisions shall apply to all Awards granted under the Plan:

(a)

Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable (subject to Section 17), as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Options or Stock Appreciation Rights may be granted during a calendar year to any Participant (iii) the maximum amount of a Performance-Based Award that may be granted during a calendar year to any Participant, (iv) the Option Price or exercise price of any stock appreciation right and/or (v) any other affected terms of such Awards. In the event of any change in the outstanding Shares after the Effective Date by reason of any stock split (forward or reverse) or any stock dividend, all adjustments described in the preceding sentence shall occur automatically in accordance with the ratio of the stock split or stock dividend, unless otherwise determined by the Committee.

(b)

Change in Control. The provisions of this Section 9(b) shall apply in the event of a Change in Control, unless otherwise determined by the Committee in connection with the grant of an Award as reflected in the applicable Award letter.

(i) All outstanding Options and Stock Appreciation Rights shall become immediately vested and exercisable;

(ii) All Other Stock-Based Awards shall become immediately vested and payable; and

(iii) The performance period applicable to Performance-Based Awards shall lapse and the performance goals associated with such awards shall be deemed to have been met at their target level.

Notwithstanding the foregoing, the Committee may (subject to Section 17), in its sole discretion, but shall not be obligated to, (A) cancel such Awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Options and Stock Appreciation Rights, shall equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate exercise price of such Options or Stock Appreciation Rights, (B) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion or (C) provide that for a period of at least 15 days prior to the Change in Control, such Options and Stock Appreciation Rights shall be exercisable as to all shares subject thereto and that upon the occurrence of the Change in Control, such Options and Stock Appreciation Rights shall terminate and be of no further force and effect.

10.	No Right to Employment or Awards

The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the employment or service of a Participant and shall not lessen or affect the Company’s or Affiliate’s right to terminate the employment or service of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

11.	Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

12.	Nontransferability of Awards

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant.

13.	Amendments or Termination

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the shareholders of the Company, if such action would (except as is provided in Section 9 of the Plan), increase the total number of Shares reserved for the purposes of the Plan or change the maximum number of Shares for which Awards may be granted to any Participant or (b) without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws (including, without limitation, to avoid adverse tax consequences to the Company or to Participants).

14.	International Participants

With respect to Participants who reside or work outside the United States of America and who are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or an Affiliate.

15.	Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to conflicts of laws.

16.	Effectiveness of the Plan

The Plan shall be effective as of the Effective Date, subject to the approval of the shareholders of the Company.

17.	Section 409A

Notwithstanding other provisions of the Plan or any Award letter thereunder, no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award letter, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code.

Without limiting the generality of the foregoing, to the extent applicable, notwithstanding anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any

such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee determines necessary or appropriate to avoid the imposition of an additional tax under Section 409A of the Code.

IN WITNESS WHEREOF, the Company has caused this amendment and restatement to be executed by its duly authorized representative as of July 1, 2009.


INGERSOLL-RAND PLC

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro Vice President & Secretary

Exhibit 10.16

INGERSOLL-RAND PLC

INCENTIVE STOCK PLAN OF 2007

Rules for the Grant of Options

to Participants in France

(as amended and restated effective July 1, 2009)

1.	Introduction .

Effective July 1, 2009, Ingersoll-Rand plc (the “Company”) has assumed all the rights and obligations of Ingersoll-Rand Company Limited under the Ingersoll-Rand Incentive Stock Plan of 2007 (the “Plan”). The Plan was established by the Board of Directors of Ingersoll-Rand Company Limited for the benefit of certain employees and directors of the Company and its affiliated companies, including its French affiliates of which the Company holds directly or indirectly at least 10% of the share capital and its French branches (collectively, the “French Entities”).

Sections 4 and 14 of the Plan specifically authorize the Compensation Committee of the Board of Directors (the “Board”) of the Company (the “Committee”) to administer the Plan and to establish rules relating to the Plan that the Committee deems necessary or desirable for the administration of the Plan and to amend the terms of the Plan with respect to Participants who reside or work outside the United States of America (including Participants in France) in order to conform such terms to obtain more favorable tax treatment or other treatment for a Participant, the Company or an affiliate of the Company. The Committee has determined that it is desirable to establish a subplan for the purposes of permitting stock options to qualify for favorable tax and social security treatment in France. The Committee, therefore, intends to establish a subplan of the Plan for the purpose of granting stock options which qualify for the favorable tax and social security treatment in France applicable to stock options granted under Sections L. 225-177 to L. 225-186-1 of the French Commercial Code, as amended (“French-qualified Options”), to qualifying Participants who are resident in France for French tax purposes and/or subject to the French social security regime (the “French Participants”).

Effective July 1, 2009, the terms of the Plan, as set out in Appendix 1 hereto, shall, subject to the limitations in the following rules, constitute the Ingersoll-Rand plc Incentive Stock Plan for the Grant of Options to Participants in France (the “French Options Plan”). Under the French Options Plan, the qualifying French Participants will be granted only Options as defined under Section 2(q) of the Plan and under Section 2 (a) of this French Options Plan.

Further, as provided in Section 2 of the Plan, the Committee has delegated to the Company’s Senior Vice President – Human Resources (the “Committee’s Delegate”) authority to take appropriate action to implement the French Options Plan, including, without limitation, signing the French Options Plan, and to set forth the terms of any French-qualified Options in a stock option award agreement in keeping with the terms of the French Options Plan.

2.	Definitions .

Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this French Options Plan. The terms set out below will have the following meanings:

(a)

Closed Period .

The term “Closed Period” as defined under Section L. 225-177 of the French Commercial Code means:

(i) ten (10) quotation days preceding and following the disclosure to the public of the consolidated financial statements or the annual statements of the Company;

(ii) the period as from the date the corporate management of the Company possesses confidential information which could, if disclosed to the public, significantly impact the quotation price of the Shares, until ten (10) quotation days after the day such information is disclosed to the public; or

(iii) any period of twenty (20) quotation days after the date on which Shares start trading ex-dividend or ex-rights.

(b)

Disability .

The term “Disability” shall mean disability as determined in categories 2 and 3 under Section L. 341-4 of the French Social Security Code, as amended, and subject to the fulfillment of related conditions.

(c)

Effective Grant Date .

The term “Effective Grant Date” shall be the date on which the French-qualified Options are effectively granted ( i.e. , the date on which the condition precedent of the expiration of a Closed Period applicable to the French-qualified Options, if any, is satisfied, which is the first day after any Closed Period). Such condition precedent shall be satisfied when the Committee or other authorized corporate body shall determine that the granting of French-qualified Options is no longer prevented by a Closed Period. If the Grant Date does not occur within a Closed Period, the “Effective Grant Date” shall be the same as the “Grant Date” without any need for action by the Committee.

(d)

Forced Retirement .

The term “Forced Retirement” shall mean forced retirement as determined under Section L. 1237-5 of the French Labor Code, as amended, and subject to the fulfillment of related conditions.

(e)

Grant Date .

The term “Grant Date” shall be the date on which the Committee both (i) designates the French Participants, and (ii) specifies the terms and conditions of the French-qualified Options, including the number of Shares subject to the Options, the vesting conditions and any restrictions of the transferability of the Shares subject to the Options.

(f)

Option .

The term “Option” shall include both:

(i) purchase stock options (rights to acquire Shares repurchased by the Company prior to the date on which the Option becomes exercisable); and

(ii) subscription stock options (rights to subscribe for newly issued Shares).

3.	Eligibility to Participate .

(a) Subject to Section 3(c) below, any individual who, on the Grant Date, is employed under the terms and conditions of an employment contract (“ contrat de travail ”) by a French Entity or who is a corporate officer of a French Entity, shall be eligible to receive, at the discretion of the Committee, Options under this French Options Plan, provided that he or she also satisfies the eligibility conditions of the Plan.

(b) Options may not be issued under the French Options Plan to employees or corporate officers owning more than ten percent (10%) of the Company’s capital shares or to individuals other than employees and corporate officers of a French Entity, as set forth in this Section 3.

(c) Options may not be issued to corporate officers of a French Entity, other than the managing corporate officers ( e.g. , Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions ), unless the corporate officer is employed under the terms of an employment contract (“ contrat de travail ”) by a French Entity, as defined by French law and in accordance with applicable French rules.

4.	Closed Period .

Options may not be granted during a Closed Period as set forth in Section L. 225-177 of the French Commercial Code, as amended, to the extent such Closed Periods are applicable to Options granted by the Company.

5.	Conditions of the Options .

(a) The Option Price and number of Shares subject to the Options shall not be modified after the Effective Grant Date, except as provided in Section 9 of this French Options Plan, or as otherwise authorized by French law. Any other modification permitted under the Plan may result in the Options no longer qualifying as French-qualified Options.

(b) The Options will vest and become exercisable pursuant to the terms and conditions set forth in the Plan, this French Options Plan and the stock option award agreement delivered to each French Participant.

(c) The Option Price for Options granted under this French Options Plan shall be fixed by the Committee on the Grant Date. In no event shall the Option Price be less than the greatest of the following:

(i)

with respect to purchase stock options: the higher of either 80% of the average of the quotation price of the Shares during the twenty (20) days of quotation immediately preceding the Effective Grant Date or 80% of the average of the purchase price paid for such Shares by the Company;

(ii)

with respect to subscription stock options: 80% of the average of the quotation price of the Shares during the twenty (20) days of quotation immediately preceding the Effective Grant Date; and

(iii)

the minimum Option Price permitted under the Plan.

6.	Exercise of the Options .

(a) At the time the French-qualified Options are granted, the Committee shall fix the period within which the French-qualified Options vest and may be exercised and shall determine any conditions that must be satisfied before the French-qualified Options may be exercised. Specifically, the Committee may provide for a holding period measured from the Effective Grant Date for the vesting or exercise of the French-qualified Options or for the sale of Shares acquired pursuant to the exercise of the French-qualified Options, designed to obtain the favorable tax and social security treatment pursuant to Section 163 bis C of the French Tax Code, as amended, or any section of a French code providing for a favorable tax and/or social security regime. Such period for the vesting or exercise of the French-qualified Options or holding period before the sale of Shares shall be set forth in the applicable stock option award agreement. The holding period of the Shares shall not exceed three (3) years as from the effective exercise date of the French-qualified Options or such other period as may be required to comply with French law.

(b) Upon exercise of the French-qualified Options, the full Option Price and any required withholding tax and/or social security contributions shall be paid by the French Participants as set forth in the applicable stock option award agreement. Under a cashless exercise program, the French Participants may give irrevocable instructions to a licensed securities broker acceptable to the Company to properly deliver the Option Price to the Company. No delivery, surrendering or attesting to the ownership of previously owned Shares having a Fair Market Value on the date of delivery equal to the aggregate Option Price of the Shares may be used to pay the Option Price.

(c) If a French Participant dies, his or her French-qualified Options shall thereafter be immediately vested and exercisable in full under the conditions set forth in Section 7 of this French Options Plan.

(d) If a French Participant is terminated or ceases to be employed by the Company or any Affiliate, his or her French-qualified Options will be exercisable according to the provisions of the applicable stock option award agreement.

(e) If a French Participant is terminated or ceases to be employed by the Company or any Affiliate by reason of Disability (as defined in this French Options Plan), his or her French-qualified Options may benefit from the favorable tax and social security treatment of French-qualified Options, even if the date of sale of the Shares subject to the Options occurs prior to the expiration of the minimum holding period of the Shares, as provided for by Section 163 bis C of the French Tax Code, as amended.

(f) If a French Participant ceases to be employed by the Company or any Affiliate by reason of his or her Forced Retirement (as defined in this French Options Plan) or dismissal as defined by Section 91-ter of Exhibit II to the French Tax Code, as amended, and as construed by the French tax circulars and subject to the fulfillment of related conditions, his or her French-qualified Options may benefit from the favorable tax and social security treatment of French-qualified Options, irrespective of the date of sale of the Shares, provided the exercise of the Options was authorized under the applicable stock option award agreement and the Options are exercised at least three (3) months prior to the effective date of the Forced Retirement or at least three (3) months prior to the date of the effective date of dismissal (i.e., the date of the sending of the letter of dismissal to the French Participant, as defined by French law and as construed by French tax and social security guidelines and the French Labor Courts).

(g) Upon exercise of the Options, the French Participant will receive the number of Shares for which the Options are being exercised and the Committee will not settle the Options by any other method, notwithstanding any provision in Section 6 (c) of the Plan to the contrary. The Shares acquired upon exercise of the Options shall be recorded in an account in the name of the French Participant with a broker or in such other manner as the Company may otherwise determine in order to ensure compliance with applicable law and holding periods.

(h) To the extent and as long as applicable to French-qualified Options granted by the Company, a specific holding period or a restriction on exercise of the Options shall be imposed and described in the applicable stock option award agreement for any French Participant who qualifies as a managing corporate officer under French law (“ mandataires sociaux ”), as defined in Section 3(c) above.

7.	Death .

In the event of the death of a French Participant while he or she is actively employed, all French-qualified Options shall become immediately vested and exercisable and may be exercised in full by the French Participant’s heirs for the six (6) month period following the date of the French Participant’s death. In the event of the death of a French Participant after termination of active employment, the treatment of the French-qualified Options shall be as set forth in the stock option award agreement. Any French-qualified Options that remain unexercised shall expire six (6) months following the date of the French Participant’s death. The six (6) month exercise period will apply without regard to the term of the Options as described in Section 11 of this French Options Plan.

8.	Non-transferability of the Options .

Except in the case of death, the Options cannot be transferred or surrendered to any third party. In addition, the Options are only exercisable by the French Participant during his or her lifetime, subject to Sections 6(c) and 7 above.

9.	Adjustments Upon Changes in Capitalization and Change in Control .

Adjustments to the French-qualified Options and/or the underlying Shares shall be made to preclude the dilution or enlargement of benefits under the Options in the event of certain transactions by the Company as set forth in Section L. 225-181 of the French Commercial Code, as amended, and in case of a repurchase of Shares by the Company at a price higher than the stock quotation price on the open market, and according to the provisions of Section L. 228-99 of the French Commercial Code, as amended, as well as according to specific decrees.

In the event of a change in the outstanding shares or a Change in Control as set forth in Section 9 of the Plan, adjustments to the terms and conditions of the French-qualified Options and/or the underlying Shares may be made only in accordance with the Plan and pursuant to applicable French legal and tax rules.

Nevertheless, the Committee may, in its sole discretion, determine to make adjustments in the case of a transaction for which adjustments are not authorized under French law, in which case the Options may no longer qualify as French-qualified Options.

Assumption of the French-qualified Options in the case of a Change in Control, as well as an acceleration of the vesting and exercisability of the French-qualified Options or any other mechanism implemented upon such Change in Control, or in any other event, to compensate the Participants, may result in the Options no longer being eligible for the favorable French tax and social security regime.

10.

Disqualification of the Options .

If the Options or underlying Shares are modified or adjusted in a manner in keeping with the terms of the Plan or as mandated as a matter of law or by decision of the Company’s shareholders or the Board or the Committee, and the modification or adjustment is contrary to the terms and conditions of this French Options Plan, the Options may no longer qualify for favorable tax and social security treatment in France.

If the Options no longer qualify as French-qualified Options, the Committee may, provided it is authorized to do so under the Plan, and in its sole discretion, determine to lift, shorten or terminate certain restrictions applicable to the Options or to the sale of the Shares underlying the Options, which may have been imposed under this French Options Plan or in the applicable stock option award agreement in order to achieve the favorable tax and social security treatment applicable to French-qualified Options.

11.

Term of the Options .

Options granted pursuant to this French Options Plan shall expire no later than nine-and-a-half (9 ¹ / 2 ) years after the Grant Date, unless otherwise specified in the applicable stock option award agreement. The Option term will be extended only in the event of the death of a French Participant, but in no event will any Options be exercisable beyond six (6) months following the date of death of the French Participant.

12.

Interpretation .

It is intended that Options granted under this French Options Plan shall qualify for the favorable tax and social security treatment applicable to stock options granted under Sections L. 225-177 to L. 225-186-1 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and the French tax administration, but no undertaking is made to maintain such status.

The terms of this French Options Plan shall be interpreted accordingly and in accordance with the relevant provisions set forth by French tax and social security laws and relevant guidelines published by French tax and social security administrations and subject to the fulfilment of certain legal, tax and reporting obligations.

In the event of any conflict between the provisions of this French Options Plan and the Plan, the provisions of this French Options Plan shall control for any grants of Option made thereunder to French Participants.

13.

Employment Rights .

The adoption of this French Options Plan shall not confer upon the French Participants or any employees of a French Entity, any employment rights and shall not be construed as part of any employment contracts that a French Entity has with its employees.

14.

Amendments .

Subject to the terms of the Plan, the Committee or the Committee’s Delegate reserves the right to amend or terminate this French Options Plan at any time in accordance with applicable French law.

15.

Effective Date .

The amended and restated French Options Plan is effective as of its date of adoption, i.e. , as of July 1, 2009. The French Options Plan is hereby adopted as of July 1, 2009.


By:		/s/ Marcia Avedon
		Marcia Avedon
		Senior Vice President - Human Resources

Appendix 1

INGERSOLL-RAND PLC

INCENTIVE STOCK PLAN OF 2007

(Amended and Restated as of July 1, 2009)

1.	Purpose of the Plan

2.	Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a)

Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.

(b)

(c)

(d)

Award: An Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant to the Plan.

(e)

(f)

Board: The Board of Directors of the Company.

(g)

(h)

Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.

(i)

(j)

Company: Ingersoll-Rand Company Limited, a Bermuda company and any successor thereto. Effective July 1, 2009 “Company” shall mean Ingersoll-Rand plc, an Irish company and any successor thereto.

(k)

(l)

Duly Approved by the Continuing Directors: An action approved by the vote of at least two-thirds of the Continuing Directors then on the Board.

(m)

Effective Date: June 1, 2007.

(n)

(o)

Full Value Awards: Awards of Shares under the Plan (including any future grants of restricted stock or phantom stock) that are not awards of Options or Stock Appreciation Rights.

(p)

ISO: An Option that is also an incentive stock option granted pursuant to Section 6(d) of the Plan.

(q)

Option: A stock option granted pursuant to Section 6 of the Plan.

(r)

Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.

(s)

Other Stock-Based Awards: Awards granted pursuant to Section 8 of the Plan.

(t)

Participant: An employee or director who is selected by the Committee to participate in the Plan.

(u)

Performance-Based Awards: Certain Other Stock-Based Awards granted pursuant to Section 8(b) of the Plan.

(v)

Person: A “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto), including any Affiliate or Associate of the Company.

(w)

Plan: The Ingersoll-Rand plc Incentive Stock Plan of 2007, as from time to time amended and then in effect.

(x)

Shares: Class A common shares of the Company. Effective July 1, 2009 “Shares” shall mean ordinary shares of the Company.

(y)

Stock Appreciation Right: A stock appreciation right granted pursuant to Section 7 of the Plan.

(z)

Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto).

(aa)

Voting Securities: The outstanding securities entitled to vote generally in election of directors.

3.	Shares Subject to the Plan

4.	Administration

5.	Limitations

No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

6.	Terms and Conditions of Options

(a)

(b)

(c)

(d)

(e)

7.	Terms and Conditions of Stock Appreciation Rights

(a)

(b)

(c)

8.	Other Stock-Based Awards

(a)

(b)

9.	Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary (except for Section 17), the following provisions shall apply to all Awards granted under the Plan:

(a)

(b)

(i) All outstanding Options and Stock Appreciation Rights shall become immediately vested and exercisable;

(ii) All Other Stock-Based Awards shall become immediately vested and payable; and

(iii) The performance period applicable to Performance-Based Awards shall lapse and the performance goals associated with such awards shall be deemed to have been met at their target level.

10.	No Right to Employment or Awards

11.	Successors and Assigns

12.	Nontransferability of Awards

13.	Amendments or Termination

14.	International Participants

15.	Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to conflicts of laws.

16.	Effectiveness of the Plan

The Plan shall be effective as of the Effective Date, subject to the approval of the shareholders of the Company.

17.	Section 409A

IN WITNESS WHEREOF, the Company has caused this amendment and restatement to be executed by its duly authorized representative as of July 1, 2009.


INGERSOLL-RAND PLC

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro Vice President & Secretary

Exhibit 10.17

TRANE INC.

2002 OMNIBUS INCENTIVE PLAN

(Restated to include all amendments through July 1, 2009)

SECTION 1

PURPOSE

The purpose of the Plan is to foster and promote the long-term financial success of the Company and materially increase shareholder value by ( a ) providing flexibility to the Company to implement annual and long term incentives that are consistent with the Company’s goals, ( b ) encouraging and providing for the acquisition of an ownership interest in the Company by Employees, and ( c ) enabling the Company to attract and retain the services of world-class leaders upon whose judgment, interest and special effort the successful conduct of its operations is largely dependent.

SECTION 2

DEFINITIONS

2.1 Definitions . Whenever used herein, the following terms shall have the respective meanings set forth below:

(a) “Act” means the Securities Exchange Act of 1934, as amended.

(b) “Adjustment Event” shall mean any stock dividend, stock split or share combination of, or extraordinary cash dividend on, the Common Stock or recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Stock at a price substantially below Fair Market Value, or other similar event affecting the Common Stock of the Company.

(c) “Annual Incentive Award” means an Incentive Award made pursuant to Section 9 with a Performance Cycle of one year or less.

(d) “Beneficial Owner” means any “person”, as such term is used in Section 13(d) of the Act, who, directly or indirectly, has or shares the right to vote or dispose of such securities or otherwise has “beneficial ownership” of such securities (within the meaning of Rule 13d-3 and Rule 13d-5 under the Act), including pursuant to any agreement, arrangement or understanding (whether or not in writing).

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” means a Participant’s (i) dishonesty, fraud or misrepresentation, (ii) the Participant’s engaging in conduct that is injurious to the Company or any Subsidiary in any way, including, but not limited to by way of damage to its reputation or standing in the industry, (iii) the Participant’s having been convicted of, or entered a plea of nolo contendere to, a crime that constitutes a felony; (iv) the breach by the Participant of any written covenant or agreement with the Company or any Subsidiary not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Subsidiary or (v) a material violation by the Participant of any policy of the Company or any Subsidiary.

(g) “Change of Control” shall mean the occurrence of any of the following events:

(i) any “person”, as such term is used in Section 13(d) of the Act (other than the Company, any Subsidiary or any employee benefit plan maintained by the Company or any Subsidiary (or any trustee or other fiduciary thereof)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then-outstanding securities, provided, however, that an acquisition of securities of the Company representing less than 25% of the combined voting power shall not constitute a Change of Control if, prior to meeting the 20% threshold, the members of the Board who are not Employees unanimously adopt a resolution consenting to such acquisition by such Beneficial Owners;

(ii) during any consecutive 24-month period, individuals who at the beginning of such period constitute the Board, together with those individuals who first become directors during such period (other than by reason of an agreement with the Company or the Board in settlement of a proxy contest for the election of directors) and whose election or nomination for election to the Board was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the “Continuing Directors”), cease for any reason to constitute a majority of the Board;

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(iii) the consummation of any merger, consolidation, recapitalization or reorganization involving the Company, other than any such transaction immediately following which the persons who were the Beneficial Owners of the outstanding voting securities of the Company immediately prior to such transaction are the Beneficial Owners of at least 55% of the total voting power represented by the voting securities of the entity surviving such transaction or the ultimate parent of such entity in substantially the same relative proportions as their ownership of the Company’s voting securities immediately prior to such transaction; provided that , such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such threshold (or to preserve such relative voting power) is due solely to the acquisition of voting securities by an employee benefit plan of the Company, such surviving entity, any Subsidiary or any subsidiary of such surviving entity;

(iv) the sale of substantially all of the assets of the Company to any person other than any Subsidiary or any entity in which the Beneficial Owners of the outstanding voting securities of the Company immediately prior to such sale are the Beneficial Owners of at least 55% of the total voting power represented by the voting securities of such entity or the ultimate parent of such entity in substantially the same relative proportions as their ownership of the Company’s voting securities immediately prior to such transaction; or

(v) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Effective June 5, 2008 Change of Control shall have the meaning set forth in the Ingersoll-Rand Company Limited Incentive Stock Plan of 2007 or any successor thereto.

(h) “Change of Control Settlement Value” shall mean, with respect to a share of Common Stock, the excess of the Change of Control Stock Value over the option price of the Option or the base price of the Stock Appreciation Right covering such share of Common Stock, provided that , (i) with respect to any Option which is an Incentive Stock Option immediately prior to the election to receive the Change of Control

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Settlement Value, the Change of Control Settlement Value shall not exceed the maximum amount permitted for such Option to continue to qualify as an Incentive Stock Option and (ii) in respect of that portion, if any, of any Option or Stock Appreciation Right that had not become exercisable on or before December 31, 2004, the Change of Control Settlement Value shall not exceed the maximum amount permitted for such Option or Stock Appreciation Right to remain exempt from Section 409A.

(i) “Change of Control Stock Value” shall mean the value of a share of Common Stock determined as follows:

(i) if the Change of Control results from an event described in clause (iii) of the Change of Control definition, the highest per share price paid for shares of Common Stock of the Company in the transaction resulting in the Change of Control; or

(ii) if the Change of Control results from an event described in clause (i), (ii) (iv) or (v) of the Change of Control definition and no event described in clause (iii) of the Change of Control definition has occurred in connection with such Change of Control, the highest sale price of a share of Common Stock of the Company on any trading day during the 60 consecutive trading days immediately preceding and following the date of such Change of Control as reported on the New York Stock Exchange Composite Tape, or other national securities exchange on which the Common Stock is traded, and published in The Wall Street Journal;

(j) “Code” means the Internal Revenue Code of 1986, as amended.

(k) “Committee” means the Management Development and Nominating Committee of the Board (or such other committee of the Board that the Board shall designate), which shall consist of two or more members, each of whom shall be a non-employee director within the meaning of Rule 16b-3, as promulgated under the Act and serving at the pleasure of the Board. Effective June 5, 2008, Committee means the Compensation Committee of the Board (or such other committee of the Board that the Board shall designate), which shall consist of two or more members, each of whom shall be a non-employee director within the meaning of Rule 16b-3, as promulgated under the Act and serving at the pleasure of the Board. Notwithstanding the foregoing, with respect to Incentive Awards granted to non-employee directors, the Committee shall mean the entire Board.

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(l) “Common Stock” means the common stock of the Company, par value $0.01 per share. Effective July 1, 2009, “Common Stock “ means the ordinary shares of the Company, par value $1.00 per share.

(m) “Company” means Trane Inc., a Delaware corporation, and any successor thereto. Effective June 5, 2008, “Company” means Ingersoll-Rand Company Limited, a Bermuda company. Effective July 1, 2009 “Company” means Ingersoll-Rand plc, an Irish company

(n) “Disability” means a Participant’s inability, due to reasonably documented physical or mental illness, for more than six months to perform his duties with the Company or a Subsidiary on a full time basis if, within 30 days after written notice of termination has been given to such Participant, he shall not have returned to the full time performance of his duties.

(o) “Dividend Equivalents” means an amount equal to the cash dividends paid by the Company upon one share of Common Stock for each Restricted Unit or property distributions awarded to a Participant in accordance with Section 8 of the Plan.

(p) “Employee” means an individual who is paid on the payroll of the Company or one of its Subsidiaries, and is classified on the employer’s human resource payroll system as a regular full-time or regular part-time employee.

(q) “Executive Officer” means each person who is an officer of the Company or any Subsidiary and who is subject to the reporting requirements under Section 16(a) of the Act.

(r) “Fair Market Value” means, on any date, the average of the highest and lowest sales price reported for such day on the principal national exchange on which the Common Stock is listed for trade or the average of the highest and lowest bid and asked prices on such date as reported on the principal nationally recognized system of price quotation on which the Common Stock is listed. In the event that there are no Common Stock transactions reported on such exchange or system on such date, Fair Market Value shall mean the closing price on the immediately preceding date on which Common Stock transactions were so reported.

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(s) “Family Member” means as to a Participant, any (i) child, stepchild, grandchild, parent, stepparent, grandparent, spouse, mother-in-law, father-in-law, son-in-law or daughter-in-law (including adoptive relationships), (ii) trusts for the exclusive benefit of one or more such persons and/or the Participant and (iii) other entity owned solely by one or more such persons and/or the Participant.

(t) “Incentive Award” means the award of an Annual Incentive Award, a Long-Term Incentive Award, an Option, a Stock Appreciation Right, a Restricted Unit, or Restricted Stock under the Plan and shall also include an award of Common Stock or Restricted Units made in conjunction with other incentive programs established by the Company and so designated by the Committee.

(u) “Long-Term Incentive Award” means an Incentive Award made pursuant to Section 9 with a Performance Cycle of two years or more.

(v) “Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, an Option may be either ( i ) an “Incentive Stock Option” with the meaning of Section 422 of the Code or ( ii ) an Option which is not an Incentive Stock Option (a “Non-Qualified Stock Option”).

(w) “Participant” means any Employee or any non-employee director of the Company designated by the Committee to receive an Incentive Award under the Plan, provided that non-employee directors shall not be eligible for Annual Incentive Awards, Long-Term Incentive Awards or Incentive Stock Options.

(x) “Performance Cycle” means the period selected by the Committee during which the performance of the Company or any Subsidiary or unit thereof or any individual is measured for the purpose of determining the extent to which an Incentive Award subject to Performance Goals has been earned.

(y) “Performance Goals” means the objectives for the Company, any Subsidiary or business unit thereof or individual that may be established by the Committee for a Performance Cycle with respect to any performance based Incentive Awards contingently awarded under the Plan. The Performance Goals for Incentive Awards that are intended to constitute “performance-based” compensation within the meaning of Section 162(m) of the Code shall be based on one or more of the following measures: sales, gross revenues, gross margins, earnings per share, internal rate of

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return, return on equity, return on capital, net income (before or after taxes), management net income, operating income, operating income before interest expense and taxes (“OEBIT”), segment income, cash flow, free cash flow or stock price. Performance Goals may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group or other external measure.

(z) “Plan” means the Trane Inc. 2002 Omnibus Incentive Plan, as set forth herein and as the same may be amended from time to time.

(aa) “Restricted Period” means the period during which Restricted Units or shares of Restricted Stock are subject to forfeiture or restrictions on transfer (if applicable) pursuant to Section 8 of the Plan.

(bb) “Restricted Stock” means Common Stock awarded to a Participant pursuant to the Plan which is subject to forfeiture and restrictions on transferability in accordance with Section 8 of the Plan.

(cc) “Restricted Unit” means a Participant’s right to receive pursuant to the Plan one share of Common Stock at the end of a specified period of time, which right is subject to forfeiture in accordance with Section 8 of the Plan.

(dd) “Retirement” means termination of a Participant’s employment on or after the Participant attains (i) age 55 with 5 years of service or (ii) age 50 with 10 years of service.

(ee) “Stock Appreciation Right” means the right to receive a payment from the Company, in cash or Common Stock, in an amount determined under Section 7 of the Plan.

(ff) “Subsidiary” means any corporation, partnership or limited liability company in which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock of such corporation or of the capital interest or profits interest of such partnership.

2.2 Gender and Number . Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

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SECTION 3

ELIGIBILITY AND PARTICIPATION

Participants in the Plan shall be those Employees and non-employee directors selected by the Committee to participate in the Plan.

SECTION 4

ADMINISTRATION

4.1 Power to Grant and Establish Terms of Incentive Awards . The Committee shall have the authority, subject to the terms of the Plan, to determine the Participants to whom Incentive Awards shall be granted and the terms and conditions of any and all Incentive Awards, including but not limited to the number of shares of Common Stock to be covered by each Incentive Award, the time or times at which Incentive Awards shall be granted, and the terms and provisions of the instruments by which Options shall be evidenced; to designate Options as Incentive Stock Options or Non-Qualified Stock Options; to determine the period of time during which restrictions on Restricted Stock or Restricted Units shall remain in effect; and to establish and administer any Performance Goals applicable to Incentive Awards granted hereunder, as well as to determine Participants’ target Annual Incentive and Long-Term Incentive Awards. The proper officers of the Company may suggest to the Committee the Participants who should receive Incentive Awards. The terms and conditions of each Incentive Award shall be determined by the Committee at the time of grant, and such terms and conditions shall not be subsequently changed in a manner which would be adverse to the Participant without the consent of the Participant to whom such Incentive Award has been granted. The Committee may establish different terms and conditions for different Participants receiving Incentive Awards and for the same Participant for each Incentive Award such Participant may receive, whether or not granted at different times. The grant of any Incentive Award to any Participant shall neither entitle such Participant to, nor disqualify him from, the grant of any other Incentive Awards. Notwithstanding anything else contained in the Plan to the contrary, the Committee may delegate, subject to such terms and conditions or guidelines as it shall determine, to any employee of the Company or to a committee of employees of the Company any portion of its authority and powers under the Plan with respect to Participants who are not Executive Officers. Effective June 5, 2008, no additional Incentive Awards shall be granted under the Plan.

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4.2 Administration . The Committee shall be responsible for the administration of the Plan. Any Incentive Award granted by the Committee may be subject to such conditions, not inconsistent with the terms of the Plan, as the Committee shall determine. The Committee, by majority action thereof, is authorized to prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of the Company to interpret the Plan and to make all other determinations necessary or advisable for the administration and interpretation of the Plan to carry out its provisions and purposes. Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final, binding and conclusive for all purposes and upon all persons. The Committee may consult with legal counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.

4.3 Participants Based Outside the United States . Notwithstanding anything to the contrary herein, the Committee, in order to conform with provisions of local laws and regulations in foreign countries in which the Company or its Subsidiaries operate, shall have sole discretion to (i) modify the terms and conditions of Incentive Awards granted to Participants employed outside the United States, (ii) establish subplans with modified exercise procedures and such other modifications as may be necessary or advisable under the circumstances presented by local laws and regulations, provided that no more than 1,000,000 shares shall be issued as Incentive Awards under such subplans; and (iii) take any action which it deems advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan or any subplan established hereunder.

4.4 Newly Eligible Participants . The Committee shall be entitled to make such rules, determinations and adjustments as it deems appropriate with respect to any Participant who becomes eligible to receive a performance based Incentive Award after the commencement of a Performance Cycle.

4.5 Restrictive Covenants and Other Conditions . The Committee may condition the grant of any Incentive Award under the Plan upon the Participant to whom such Incentive Award would be granted agreeing in writing to certain conditions in addition to the provisions regarding exercisability of an Option or the vesting or payment of any other Incentive Award (such as restrictions on the ability to transfer the underlying shares of Common Stock) or covenants in favor of the Company and/or its Subsidiaries (including, without limitation covenants not to compete, not to solicit employees and customers that may have effect following the termination of the Participant’s employment and after the Option has been

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exercised or the Incentive Award has otherwise vested, including, without limitation, the requirement that the Participant disgorge any profit, gain or other benefit received in respect of the Incentive Award prior to any breach of any such covenant by the Participant).

4.6 409A Compliance . The Plan is intended to be administered in a manner consistent with the requirements, where applicable, of Section 409A of the Code. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to such Section 409A. To that end, and without limiting the generality of the foregoing, unless otherwise expressly provided herein or in any Incentive Award agreement, any amount payable or shares distributable hereunder in connection with the vesting of any Incentive Award (including upon the satisfaction of any applicable performance criteria) shall be paid not later than two and one-half months (or such other time as is required to cause such amounts not to be treated as deferred compensation under Section 409A of the Code) following the end of the taxable year of the Company or the Participant in which the Participant’s rights with respect to the corresponding Incentive Award (or portion thereof) ceased to be subject to a substantial risk of forfeiture. Notwithstanding the foregoing, neither the Company nor the Committee shall have any liability to any person in the event such Section 409A applies to any such Incentive Award in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transferees.

SECTION 5

STOCK SUBJECT TO PLAN

5.1 Number . Subject to the provisions of Section 5.3, the number of shares of Common Stock available for Incentive Awards under the Plan shall be 16,500,000. The shares to be delivered under the Plan may consist, in whole or in part, of Common Stock held in treasury or authorized but unissued Common Stock, not reserved for any other purpose. The total number of shares of Common Stock available under the Plan for Incentive Awards other than Options and Stock Appreciation Rights shall not exceed 1,000,000.

5.2 Cancelled, Terminated, or Forfeited Awards . Any shares of Common Stock subject to an Incentive Award issued under this Plan which for any reason expires, or is canceled, terminated or otherwise settled without the issuance of any consideration, whether in cash, Common Stock or other property (including, without limitation, any shares issued in connection with a Restricted Stock award that are subsequently forfeited) shall again be available under the Plan.

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5.3 Adjustment Due to Change in Capitalization . In the event of any Adjustment Event, (i) the aggregate number of shares of Common Stock available for Incentive Awards under Section 5.1, (ii) the aggregate limitations on the number of shares that may be awarded as a particular type of Incentive Award or that may be awarded to any particular Participant in any particular period under Section 5.4 and (iii) the aggregate number of shares subject to outstanding Incentive Awards and the respective prices and/or vesting criteria applicable to outstanding Incentive Awards shall be proportionately adjusted to reflect, as deemed equitable and appropriate by the Committee, an Adjustment Event. To the extent deemed equitable and appropriate by the Committee, subject to any required action by stockholders, in any merger, consolidation, reorganization, liquidation, dissolution, or other similar transaction, any Incentive Award granted under the Plan shall pertain to the securities and other property, including cash, to which a holder of the number of shares of Common Stock covered by the Incentive Award would have been entitled to receive in connection with such event.

Any shares of stock (whether Common Stock, shares of stock into which shares of Common Stock are converted or for which shares of Common Stock are exchanged or shares of stock distributed with respect to Common Stock) or cash or other property received with respect to any award of Restricted Stock or Restricted Units granted under the Plan as a result of any Adjustment Event or any distribution of property shall, except as provided in Section 10 or as otherwise provided by the Committee at or after the date an award of Restricted Stock or Restricted Units is made by the Committee, be subject to the same terms and conditions, including restrictions on transfer, as are applicable to such shares of Restricted Stock or Restricted Units and any stock certificate(s) representing or evidencing any shares of stock so received shall be legended in such manner as the Company deems appropriate.

5.4 Incentive Award Limitations . Subject to Section 5.3:

(a) the total number of shares of Common Stock subject to Options and Stock Appreciation Rights awarded to any Participant during a calendar year may not exceed 4,500,000;

(b) the total amount of any Restricted Stock or Restricted Units that may be awarded to any Participant during a calendar year shall not exceed 450,000 shares or units as the case may be;

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(c) the total amount of any Annual Incentive Award paid to an y Participant during a calendar year shall not exceed $3,000,000; and

(d) the total amount of any Long-Term Incentive Award paid to any Participant during a calendar year shall not exceed $4,500,000.

SECTION 6

STOCK OPTIONS

6.1 Grant of Options . Options may be granted to Participants at such time or times as shall be determined by the Committee; provided that, in no event shall the Committee be permitted to grant Options conditioned on the surrender or cancellation of previously granted Options. Options granted to non-employee directors shall be in such amounts and intervals as determined by the Board from time to time. Options granted under the Plan may be of two types: ( i ) Incentive Stock Options and ( ii ) Non-Qualified Stock Options, except that no Incentive Stock Option may be granted to a non-employee director or to any Employee of a Subsidiary which is not a corporation (unless the Subsidiary is a disregarded entity for Federal income tax purposes). The date of grant of an Option under the Plan will be the date on which the Option is awarded by the Committee or, if so determined by the Committee, the date on which occurs any event the occurrence of which is an express condition precedent to the grant of the Option. Subject to Section 5.4, the Committee shall determine the number of Options, if any, to be granted to the Participant. Each Option shall be evidenced by an electronic or written document that shall specify the type of Option granted, the exercise price, the duration of the Option, the number of shares of Common Stock to which the Option pertains, and such other terms and conditions not inconsistent with the Plan as the Committee shall determine.

6.2 Option Price . Non-Qualified Stock Options and Incentive Stock Options granted pursuant to the Plan shall have an exercise price that is not less than the Fair Market Value on the date the Option is granted. Except in the event of an Adjustment Event, the Committee shall not have the power or authority to reduce the exercise price of any outstanding Option, whether through amendment, through the cancellation of existing grants and the issuance of new grants with lower exercise prices or by any other means.

6.3 Exercise of Options . Options awarded to a Participant under the Plan shall be exercisable at such times and shall be subject to such restrictions and conditions including the performance of a minimum period of service or the satisfaction of Performance

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Goals, as the Committee may impose either at or after the time of grant of such Options, subject to the Committee’s right to accelerate the exercisability of such Option in its discretion. Notwithstanding the foregoing, unless otherwise determined by the Committee at grant, Options shall become exercisable in three equal installments on each of the first three anniversaries of the date of grant. Except as may be provided in any provision approved by the Committee pursuant to this Section 6.3, after becoming exercisable each installment shall remain exercisable until expiration, termination or cancellation of the Option. An Option may be exercised from time to time, in whole or in part, up to the total number of shares of Common Stock with respect to which it is then exercisable. Notwithstanding the foregoing, no Option shall be exercisable for more than 10 years after the date on which it is granted.

6.4 Payment . The Committee shall establish procedures governing the exercise of Options. No shares shall be delivered pursuant to any exercise of an Option unless arrangements satisfactory to the Committee have been made to assure full payment of the exercise price therefor. Without limiting the generality of the foregoing, payment of the exercise price may be made ( i ) in cash or cash equivalents, ( ii ) by exchanging shares of Common Stock which have been owned by the Participant for at least six months’ at the time of exercise (or such greater or lesser period as the Committee shall determine), (iii) by any combination of the foregoing; provided that the combined value of all cash and cash equivalents paid and the Fair Market Value of any such Common Stock so tendered to the Company, valued as of the date of such tender, is at least equal to the exercise price, ( iv ) through an arrangement with a broker approved by the Company whereby payment of the exercise price is accomplished with the proceeds of the sale of Common Stock or (v) through such other procedures as the Committee may determine. As soon as administratively practicable after receipt of a written exercise notice and payment of the exercise price in accordance with this Section 6.4, the Company shall deliver to the Participant a certificate or certificates representing the acquired shares of Common Stock.

6.5 Settlement . At the time a Participant exercises an Option in lieu of accepting payment of the exercise price of the Option and delivering the number of shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either ( i ) pay the Participant a cash amount, or ( ii ) issue a lesser number of shares of Common Stock having a Fair Market Value on the date of exercise, equal to the amount, if any, by which the aggregate Fair Market Value of the shares of Common Stock as to which the Option is being exercised exceeds the aggregate exercise price for such shares, based on such

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terms and conditions as the Committee shall establish; provided that, for the avoidance of doubt, in either case, the number of shares remaining for issuance under the Plan shall be determined as though the full number of shares corresponding to the portion of such Option settled or net exercised pursuant to this Section 6.5 had been issued.

6.6 Incentive Stock Options . Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of any Participant affected thereby, to cause any Incentive Stock Option previously granted to fail to qualify for the Federal income tax treatment afforded under Section 421 of the Code.

6.7 Termination of Employment Due to Retirement . Unless otherwise determined by the Committee at the time of grant, in the event a Participant’s employment with the Company or a Subsidiary terminates by reason of Retirement, any such Options granted to such Participant which are exercisable at the date of such Participant’s termination of employment may be exercised at any time during the remainder of the full term of such Options.

6.8 Termination of Employment Due to Death or Disability . Unless otherwise determined by the Committee at the time of grant, in the event a Participant’s employment with the Company or a Subsidiary terminates by reason of death or Disability, any such Options granted to such Participant which are exercisable at the date of such Participant’s termination of employment may be exercised by the Participant or the Participant’s designated beneficiary, and if none is named, in accordance with Section 11.2, at any time during the remainder of the full term of such Options.

6.9 Termination of Employment for Cause . Unless otherwise determined by the Committee at the time of grant, in the event a Participant’s employment with the Company or a Subsidiary is terminated for Cause, all Options granted to such Participant which are then outstanding (whether or not exercisable prior to the date of such termination) shall be forfeited.

6.10 Termination of Employment for Any Other Reason . Unless otherwise determined by the Committee at or after the time of grant, in the event a Participant’s

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employment with the Company or a Subsidiary terminates for any reason other than one described in Section 6.7, 6.8 or 6.9, any Options granted to such Participant which are exercisable at the date of such Participant’s termination of employment shall be exercisable at any time prior to 90 days following such Participant’s termination of employment or the expiration of the term of such Options, whichever period is shorter.

6.11 Cancellation of Unvested Options . Notwithstanding anything else contained in this Section 6 to the contrary, unless otherwise determined by the Committee at or after the time of grant, upon a Participant’s termination of employment for any reason, including death, any Options granted to such Participant which are not exercisable as of the date of such termination of employment shall be cancelled.

6.12 Committee Discretion . Notwithstanding anything else contained in this Section 6 to the contrary, the Committee may permit all or any portion of any Options to be exercised following a Participant’s termination of employment for any reason on such terms and subject to such conditions as the Committee shall determine for a period up to and including, but not beyond, the expiration of the term of such Options.

SECTION 7

STOCK APPRECIATION RIGHTS

7.1 Grant of Stock Appreciation Rights . Stock Appreciation Rights may be granted to any Participants, all Participants or any class of Participants at such time or times as shall be determined by the Committee. Stock Appreciation Rights may be granted in tandem with an Option, or may granted on a freestanding basis, not related to any Option. A grant of a Stock Appreciation Right shall be evidenced in writing, whether as part of the agreement governing the terms of the Option, if any, to which such Stock Appreciation Rights relate or pursuant to a separate written agreement with respect to freestanding Stock Appreciation Rights, in each case containing such provisions not inconsistent with the Plan as the Committee shall approve.

7.2 Terms and Conditions of Stock Appreciation Rights . The terms and conditions (including, without limitation, the exercise period of the Stock Appreciation Right, the vesting schedule applicable thereto and the impact of any termination of service on the Participant’s rights with respect to the Stock Appreciation Right) applicable with respect to ( i ) Stock Appreciation Rights granted in tandem with an Option shall be substantially identical (to

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the extent possible taking into account the differences related to the character of the Stock Appreciation Right) to the terms and conditions applicable to the tandem Options and ( ii ) freestanding Stock Appreciation Rights shall be substantially identical (to the extent possible taking into account the differences related to the character of the Stock Appreciation Right) to the terms and conditions that would have been applicable under Section 6 above were the grant of the Stock Appreciation Rights a grant of an Option.

7.3 Exercise of Tandem Stock Appreciation Rights . Stock Appreciation Rights which are granted in tandem with an Option may only be exercised upon the surrender of the right to exercise such Option for an equivalent number of shares and may be exercised only with respect to the shares of Common Stock for which the related Option is then exercisable.

7.4 Payment of Stock Appreciation Right Amount . Upon exercise of a Stock Appreciation Right, the holder shall be entitled to receive payment, in cash, in shares of Common Stock or in a combination thereof, as determined by the Committee, of an amount determined by multiplying the excess, if any, of the Fair Market Value of a share of Common Stock at the date of exercise over the Fair Market Value of a share of Common Stock on the date of grant, by the number of shares of Common Stock with respect to which the Stock Appreciation Rights are then being exercised; provided that, for the avoidance of doubt, the number of shares remaining for issuance under the Plan shall be determined as though the full number of shares corresponding to the portion of such Stock Appreciation Right exercised had been issued.

SECTION 8

RESTRICTED STOCK AND RESTRICTED UNITS

8.1 Grant of Restricted Stock and Restricted Units . Any award made hereunder of Restricted Stock or Restricted Units shall be subject to the terms and conditions of the Plan and to any other terms and conditions not inconsistent with the Plan (including, but not limited to, requiring the Participant to pay the Company an amount equal to the par value per share for each share of Restricted Stock awarded) as shall be prescribed by the Committee in its sole discretion. As determined by the Committee, with respect to an award of Restricted Stock, the Company shall either ( i ) transfer or issue to each Participant to whom an award of Restricted Stock has been made the number of shares of Restricted Stock specified by the Committee or ( ii ) hold such shares of Restricted Stock for the benefit of the Participant for the Restricted Period. In the case of an award of Restricted Units, no shares of Common Stock shall be issued at the time an award is made, and the Company shall not be required to set aside a fund for the payment of such award.

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8.2 Restrictions on Transferability . Shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Participant during the Restricted Period, except as hereinafter provided. Notwithstanding the foregoing, the Committee may permit (on such terms and conditions as it shall establish) shares of Restricted Stock to be transferred during the Restricted Period pursuant to Section 12.1, provided that any shares of Restricted Stock so transferred shall remain subject to the provisions of this Section 8.

8.3 Rights as a Shareholder . Except for the restrictions set forth herein and unless otherwise determined by the Committee, the Participant shall have all the rights of a shareholder with respect to such shares of Restricted Stock, including but not limited to, the right to vote and the right to receive dividends. A Participant shall not have any right, in respect of Restricted Units awarded pursuant to the Plan, to vote on any matter submitted to the Company’s stockholders until such time as the shares of Common Stock attributable to such Restricted Units have been issued. At the discretion of the Committee, a Participant’s Restricted Unit account may be credited with Dividend Equivalents during the Restricted Period.

8.4 Restricted Period . Unless the Committee shall otherwise determine at or after the date an award of Restricted Stock or Restricted Units is made to the Participant by the Committee, the Restricted Period shall commence upon the date of grant and shall lapse with respect to the shares of Restricted Stock or Restricted Units on the third anniversary of the date of grant, unless sooner terminated as otherwise provided herein. Without limiting the generality of the foregoing, the Committee may provide for termination of the Restricted Period upon the achievement by the Participant of Performance Goals specified by the Committee at the date of grant. The determination of whether the Participant has achieved such Performance Goals shall be made by the Committee in its sole discretion.

8.5 Legend . Each certificate issued to a Participant in respect of shares of Restricted Stock awarded under the Plan shall be registered in the name of the Participant and shall be legended in such manner as the Company deems appropriate.

8.6 Death, Disability or Retirement . Unless the Committee shall otherwise determine at the date of grant, if a Participant ceases to be employed by the Company or any Subsidiary by reason of death, Disability or Retirement, the Restricted Period will lapse as to a pro rated portion of the shares of Restricted Stock and Restricted Units transferred or issued to

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such Participant under the Plan based on the number of days the Participant actually worked since the date the shares of Restricted Stock or Restricted Units were granted (or in the case of an award which becomes vested in installments, since the date, if any, on which the last installment of such Restricted Stock or Restricted Units became vested); provided that , in the case of an award with respect to which the restrictions will lapse, if at all, based on the attainment of Performance Goals or targets, such vesting shall be deferred until the end of the applicable performance period and be based on that number of shares of Restricted Stock or Restricted Units, if any, that would have been earned based on the attainment or partial attainment of such Performance Goals or targets. Any shares of Restricted Stock or Restricted Units as to which the Restricted Period has not lapsed at the date of a Participant’s termination of employment by reason of death, Disability or Retirement (or which do not become vested after such date under the preceding sentence) shall revert back to the Company upon such Participant’s termination of employment (or, if applicable, such deferred vesting date).

8.7 Termination of Employment . Unless the Committee shall otherwise determine at or after the date of grant, if a Participant ceases to be employed by the Company or any Subsidiary for any reason other than those specified in Section 8.6 at any time prior to the date when the Restricted Period lapses, all shares of Restricted Stock held by the Participant shall revert back to the Company and all Restricted Units and any Dividend Equivalents credited to such Participant shall be forfeited upon the Participant’s termination of employment.

8.8 Issuance of New Certificates; Settlement of Restricted Units . Upon the lapse of the Restricted Period with respect to any shares of Restricted Stock, such shares shall no longer be subject to the restrictions imposed under Section 8.2 and the Company shall issue or have issued new share certificates without the legend described in Section 8.5 in exchange for those previously issued. Upon the lapse of the Restricted Period with respect to any Restricted Units, the Company shall deliver to the Participant, or the Participant’s beneficiary or estate, as provided in Section 12.2, one share of Common Stock for each Restricted Unit as to which restrictions have lapsed and any Dividend Equivalents credited with respect to such Restricted Units and any interest thereon. The Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only Common Stock for Restricted Units. If a cash payment is made in lieu of delivering Common Stock, the amount of such cash payment for each share of Common Stock to which a Participant is entitled shall be equal to the Fair Market Value of the Common Stock on the date on which the Restricted Period lapsed with respect to the related Restricted Unit.

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8.9 Performance Related Awards . Notwithstanding anything else contained in the Plan to the contrary and unless the Committee shall otherwise determine at the time of grant, to the extent required to ensure that the grant of an award of Restricted Shares or Restricted Units to an Executive Officer (other than an award which will vest solely on the basis of the passage of time) is deductible by the Company or such Subsidiary pursuant to Section 162(m) of the Code, any such award shall become vested, if at all, upon the determination by the Committee that Performance Goals established by the Committee have been attained, in whole or in part.

SECTION 9

ANNUAL AND LONG-TERM INCENTIVE AWARDS

9.1 Annual Incentive Awards . Unless determined otherwise by the Committee at or after the date of grant, Annual Incentive Awards shall be payable in cash. If a Participant terminates employment before the end of a Performance Cycle due to death, Disability or Retirement, such Participant or his or her estate, shall be eligible to receive a prorated Annual Incentive Award based on (i) in the case of death or Disability, full achievement of the Participant’s Performance Goals for such Performance Cycle and (ii) in the case of Retirement, the actual achievement of the Performance Goals for such Performance Cycle, in each case prorated for the portion of the Performance Cycle coming before the Participant’s termination of employment. Unless determined otherwise by the Committee at or, in the case of any Participant who is not an Executive Officer, after the date of grant, if a Participant terminates employment before payment of an Annual Incentive Award is authorized by the Committee for any reason other than death, Disability or Retirement, the Participant shall forfeit all rights to such Annual Incentive Award.

9.2 Long-Term Incentive Awards . Unless determined otherwise by the Committee at or after the date of grant, Long-Term Incentive Awards shall be payable in cash. If a Participant terminates employment before the end of a Performance Cycle due to death, Disability or Retirement, such Participant or his or her estate, shall be eligible to receive a prorated Long-Term Incentive Award based (i) in the case of death or Disability, full achievement of the Participant’s Performance Goals for such Performance Cycle and (ii) in the case of Retirement, the actual achievement of the Performance Goals for such Performance

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Cycle, in each case prorated for the portion of the Performance Cycle coming before the Participant’s termination of employment. Unless determined otherwise by the Committee at, or, in the case of a Participant who is not an Executive Officer, after the date of grant, if a Participant terminates employment before payment of a Long-Term Incentive Award is authorized by the Committee for any reason other than death, Disability or Retirement, the Participant shall forfeit all rights to such Long-Term Incentive Award.

9.3 Interpretation . Notwithstanding anything contained in the Plan to the contrary, to the extent required to so qualify any Annual Incentive Award, Long-Term Incentive Award, Restricted Unit or Restricted Stock intended to be qualified as other performance based compensation within the meaning of Section 162(m)(4)(c) of the Code, the Committee shall not be entitled to exercise any discretion otherwise authorized under the Plan (such as the right to authorize payout at a level above that dictated by the achievement of the relevant Performance Goals) with respect to such Incentive Award if the ability to exercise discretion (as opposed to the exercise of such discretion) would cause such award to fail to qualify as other performance based compensation.

SECTION 10

CHANGE OF CONTROL

10.1 Accelerated Vesting and Payment . Subject to the provisions of Section 10.2 below, in the event of a Change of Control each Option and Stock Appreciation Right then outstanding shall be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and/or Stock Appreciation Right and the Restricted Period shall lapse as to each share of Restricted Stock and each Restricted Unit then outstanding. In connection with such a Change of Control, the Committee may, in its discretion, provide that each Option and/or Stock Appreciation Right shall, upon the occurrence of such Change of Control, be canceled in exchange for a cash payment by the Company of the Change of Control Settlement Value per share; provided that, if, following the Change of Control and after taking into account any adjustment under Section 5.3 related to such Change of Control, the securities underlying any Options or Stock Appreciation Rights are not readily tradable on a public market, such a cash settlement shall occur automatically without any further action by the Committee.

10.2 Alternative Awards . Notwithstanding Section 10.1, no cancellation, acceleration of exercisability, vesting, cash settlement or other payment shall occur with respect to any Option, Stock Appreciation Right, Restricted Share or Restricted Unit if the Committee

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reasonably determines in good faith prior to the occurrence of a Change of Control that such award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by a Participant’s employer (or the parent or an affiliate of such employer) immediately following the Change of Control; provided that any such Alternative Award must:

(i) be based on stock which is traded on an established securities market;

(ii) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment;

(iii) have substantially equivalent economic value to such award (determined at the time of the Change in Control in accordance with principles applicable under Section 424 of the Internal Revenue Code); and

(iv) have terms and conditions which provide that in the event that the Participant’s employment or service is involuntarily terminated for any reason (including, but not limited to a termination due to death, Disability or for Cause) or Constructively Terminated (as defined below), all of such Participant’s Option and/or SARs shall be deemed immediately and fully exercisable, the Restricted Period shall lapse as to each of the Participant’s outstanding Restricted Stock or Restricted Unit awards, and each such Alternative Award shall be settled for a payment per each share of stock subject to the Alternative Award in cash, in immediately transferable, publicly traded securities or in a combination thereof, in an amount equal to, in the case of an Option or SAR, the excess of the Fair Market Value of such stock on the date of the Participant’s termination over the corresponding exercise or base price per share and, in the case of any Restricted Stock or Restricted Stock Unit award, the Fair Market Value of the number of shares of Common Stock subject or related thereto.

For this purpose, a Participant’s employment or service shall be deemed to have been Constructively Terminated if, without the Participant’s written consent, the Participant terminates employment or service within 120 days following either ( x ) a material reduction in the Participant’s base salary or a Participant’s incentive compensation opportunity, or ( y ) the relocation of the Participant’s principal place of employment or service to a location more than 30 miles away from the Participant’s prior principal place of employment or service.

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10.3 Annual Incentive and Long-Term Incentive Awards . In the event of a Change of Control, (i) any Annual or Long-Term Incentive Awards relating to Performance Cycles ending prior to the Change of Control which have been earned but not paid shall become immediately payable in cash, (ii) any Performance Cycle for which Annual Incentive Awards are outstanding shall end, all Participants shall be deemed to have achieved a pro rata award equal to the product of (a) such Participant’s target award opportunity for the Performance Cycle in question and (b) a fraction, the numerator of which is the number of full plus partial months that have elapsed since the beginning of such Performance Cycle to the date on which the Change of Control occurs and the denominator of which is twelve, the Company shall pay all such Annual Incentive Awards within ten days of such Change of Control, and Participants may elect to receive all payments in cash, and (iii) all then in progress Performance Cycles for Long-Term Incentive Awards are outstanding shall end, all Participants shall be deemed to have earned a pro rata award equal to the product of (a) such Participant’s target award opportunity for the Performance Cycle in question and (b) a fraction, the numerator of which is the number of full plus partial months that have elapsed since the beginning of such Performance Cycle to the date on which the Change of Control occurs, the denominator of which is the total number of months in such Performance Cycle, the Company shall pay all such Long-Term Incentive Awards within ten days of such Change of Control, and Participants may elect to receive all such payments in cash.

10.4 Termination of Employment Prior to Change of Control . In the event that any Change of Control occurs as a result of any transaction described in subclause (iii) or (iv) of the definition of such term, any Participant whose employment is terminated due to death or Disability or by the Company for any reason other than Cause on or after the date, if any, on which the shareholders of the Company approve such transaction, but prior to the consummation thereof, shall be treated, solely for purposes of this Plan (including, without limitation, this Section 10), as continuing in the Company’s employment until the occurrence of such Change of Control, and to have been terminated immediately thereafter.

10.5 No Amendment . Notwithstanding Section 11, the provisions of this Section 10 may not be amended in any respect for two years following a Change of Control.

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10.6 Distribution of Amounts Subject to Section 409A . Notwithstanding anything in the Plan to the contrary, if any amount that is subject to Section 409A of the Code is to be paid or distributed solely on account of a Change of Control (as opposed to being paid or distributed on account of termination of employment or within a reasonable time following the lapse of any substantial risk of forfeiture with respect to the corresponding Incentive Award), solely for purposes of determining whether such distribution or payment shall be made in connection with a Change of Control, the term Change of Control shall be deemed to be defined in the manner provided in Section 409A of the Code and the regulations thereunder. If any such distribution or payment cannot be made because an event that constitutes a Change of Control under the Plan is not a change of control as defined under Section 409A, then such distribution or payment shall be distributed or paid at the next event, occurrence or date at which such distribution or payment could be made in compliance with the requirements of Section 409A of the Code.

SECTION 11

AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

Subject to Section 10.5, the Board may at any time terminate or suspend the Plan, and from time to time may amend or modify the Plan. Notwithstanding the foregoing, no action of the Board may, without the consent of a Participant, alter or impair his or her rights under any previously granted Incentive Award.

SECTION 12

MISCELLANEOUS PROVISIONS

12.1 Transferability of Awards . No Incentive Award granted under the Plan may be sold, transferred, pledged or assigned, or otherwise alienated or hypothecated, other than in accordance with Section 12.2 below, by will or by laws of descent and distribution; provided that, the Committee may, in the appropriate award grant or otherwise, permit transfers of Non-Statutory Stock Options, Stock Appreciation Rights, Restricted Units or Restricted Shares to Family Members (including, without limitation, transfers affected by a domestic relations order) subject to such terms and conditions as the Committee shall determine.

12.2 Beneficiary Designation . Each Participant under the Plan may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be exercised in case of his death. Each designation will revoke all prior designations by the same

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Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his lifetime. In the absence of any such designation, benefits remaining unpaid or Incentive Awards outstanding at the Participant’s death shall be paid to or exercised by the Participant’s surviving spouse, if any, or otherwise to or by his estate.

12.3 No Guarantee of Employment . Nothing in the Plan shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company or any Subsidiary or affiliate.

12.4 Tax Withholding . The Company or any Subsidiary shall have the power to withhold, or require a Participant to remit to the Company or such Subsidiary promptly upon notification of the amount due, an amount, which may include shares of Common Stock, sufficient to satisfy Federal, state and local, including foreign, withholding tax requirements with respect to any Incentive Award (including payments made pursuant to Section 9), and the Company may defer payment of cash or issuance or delivery of Common Stock until such requirements are satisfied. The Committee may, in its discretion, permit a Participant to elect, subject to such conditions as the Committee shall impose ( i ) to have Common Stock otherwise issuable or deliverable under the Plan withheld by the Company or ( ii ) to deliver to the Company previously acquired shares of Common Stock, in each case, having a Fair Market Value sufficient to satisfy not more than the Participant’s statutory minimum Federal, state and local tax obligations associated with the transaction.

12.5 Indemnification . Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be made a party or in which he may be involved by reason of any action taken or failure to act under the Plan, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-laws, by contract, as a matter of law, or otherwise.

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12.6 No Limitation on Compensation . Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees in cash or property, in a manner which is not expressly authorized under the Plan.

12.7 Requirements of Law . The granting of Incentive Awards and the issuance of shares of Common Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

12.8 Governing Law . The Plan, and all Incentive Awards made and actions taken thereunder, shall be construed in accordance with and governed by the laws of the State of Delaware.

12.9 Impact On Benefits . With the exception of Annual Incentive Awards, which shall be compensation for purposes of calculating a Participant’s rights under the Company’s employee benefit programs, Incentive Awards granted under the Plan are not compensation for purposes of calculating an Employee’s rights under any employee benefit program.

12.10 Securities Law Compliance . Instruments evidencing Incentive Awards may contain such other provisions, not inconsistent with the Plan, as the Committee deems advisable, including a requirement that the Participant represent to the Company in writing, when an Incentive Award is granted or when he receives shares with respect to such Incentive Award (or at such other time as the Committee deems appropriate) that he is accepting such Incentive Award, or receiving or acquiring such shares (unless they are then covered by a Securities Act of 1933 registration statement), for his own account for investment only and with no present intention to transfer, sell or otherwise dispose of such shares except such disposition by a legal representative as shall be required by will or the laws of any jurisdiction in winding up the estate of the Participant. Such shares shall be transferable, or may be sold or otherwise disposed of only if the proposed transfer, sale or other disposition shall be permissible pursuant to the Plan and if, in the opinion of counsel satisfactory to the Company, such transfer, sale or other disposition at such time will be in compliance with applicable securities laws.

12.11 Term of Plan . If approved by shareholders, the Plan shall be effective January 1, 2002. The Plan shall terminate on June 5, 2008 (except as to Incentive Awards outstanding on that date), unless sooner terminated pursuant to Section 11.

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IN WITNESS WHEREOF, the Company has caused this amendment and restatement to be executed by its duly authorized representative as of July 1, 2009.


INGERSOLL-RAND PLC

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro
		Vice President & Secretary

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Exhibit 10.18

TRANE INC.

STOCK INCENTIVE PLAN

(Restated to include all amendments through July 1, 2009)

SECTION 1.

PURPOSE

The purpose of the Plan is to foster and promote the long-term financial success of the Company and materially increase shareholder value by ( a ) motivating superior performance by means of performance-related incentives, ( b ) encouraging and providing for the acquisition of an ownership interest in the Company by Employees, and ( c ) enabling the Company to attract and retain the services of an outstanding management team upon whose judgment, interest and special effort the successful conduct of its operations is largely dependent.

SECTION 2.

DEFINITIONS

2.1 Definitions . Whenever used herein, the following terms shall have the respective meanings et forth below:

(a) “Act” means the Securities Exchange Act of 1934, as amended.

(d) “Cause” means a Participant’s (i) willful and continued failure substantially to perform his duties with the Company or any Subsidiary (other than any such failure resulting from incapacity due to reasonably documented physical or mental illness), after

a demand for substantial performance is delivered to such Participant by the Chairman of the Board or any executive officer which specifically identifies the manner in which it is believed that such Participant has not substantially performed his duties, or (ii) the willful engaging by such Participant in illegal misconduct materially and demonstrably injurious to the Company or any Subsidiary or to the trustworthiness or effectiveness of such Participant in the performance of his duties. For purposes hereof, no act, or failure to act, on such Participant’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company or a Subsidiary. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by such Participant in good faith and in the best interest of the Company or such Subsidiary.

(e) “Change of Control” shall mean the occurrence of any of the following events:

(i) any person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company’s then-outstanding securities (a “15% Beneficial Owner”); provided , however , that (a) the term “15% Beneficial Owner” shall not include any Beneficial Owner who has crossed such 15% threshold solely as a result of an acquisition of securities directly from the Company, or solely as a result of an acquisition by the Company of Company securities, until such time thereafter as such person acquires additional voting securities other than directly from the Company and, after giving effect to such acquisition, such person would constitute a 15% Beneficial Owner; and (b) with respect to any person eligible to file a Schedule 13G pursuant to Rule 13d-1(b)(1) under the Act with respect to Company securities (an “Institutional Investor”), there shall be excluded from the number of securities deemed to be beneficially owned by such person a number of securities representing not more than 10% of the combined voting power of the Company’s then-outstanding securities;

(ii) during any period of two consecutive years beginning after December 1, 1996, individuals who at the beginning of such period constitute the Board together with those individuals who first become directors during such

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period (other than by reason of an agreement with the Company or the Board in settlement of a proxy contest for the election of directors) and whose election or nomination for election to the Board was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the “Continuing Directors”), cease for any reason to constitute a majority of the Board;

(iii) the shareholders of the Company approve a merger, consolidation, recapitalization or reorganization of the Company, or a reverse stock split of any class of voting securities of the Company, or the consummation of any such transaction if shareholder approval is not obtained, other than such transaction which would result in at least 75% of the total voting power represented by the voting securities of the Company or the surviving entity outstanding immediately after such transaction being beneficially owned by persons who together owned at least 75% of the combined voting power of the voting securities of the Company outstanding immediately prior to such transaction, with the relative voting power of each such continuing holder compared to the voting power of each other continuing holder not substantially altered as a result of the transaction; provided that , for purposes of this paragraph (iii), (a) such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 75% threshold (or to preserve such relative voting power) is due solely to the acquisition of voting securities by an employee benefit plan of the Company or of such surviving entity or of any subsidiary of the Company or such surviving entity and (b) voting securities beneficially owned by such persons who receive them other than as holders of voting securities of the Company outstanding immediately prior to such transaction shall not be taken into account for purposes of determining whether such 75% threshold (or such relative voting power) is satisfied;

(iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition of all or substantially all the assets of the Company unless following the completion of such liquidation or dissolution, or such sale or disposition, the 75% threshold (and relative voting power) requirements set forth in sub-paragraph (iii) above are satisfied; or

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(v) any other event which the Committee determines shall constitute a Change of Control for purposes of this Plan;

provided , however , that a Change of Control shall not be deemed to have occurred if one of the following exceptions applies:

(1)

Unless a majority of the Continuing Directors and of the Committee determine that the exception set forth in this paragraph (1) shall not apply, none of the foregoing conditions would have been satisfied but for one or more of the following persons acquiring or otherwise becoming the Beneficial Owner of securities of the Company: (A) any person who has entered into a binding agreement with the Company, which agreement has been approved by two-thirds of the Continuing Directors, limiting the acquisition of additional voting securities by such person, the solicitation of proxies by such person or proposals by such person concerning a business combination with the Company (a “Standstill Agreement”); (B) any employee benefit plan, or trustee or other fiduciary thereof, maintained by the Company or any Subsidiary; (C) any Subsidiary; or (D) the Company.

(2)

Unless a majority of the Continuing Directors and of the Committee determine that the exception set forth in this paragraph (2) shall not apply, none of the foregoing conditions would have been satisfied but for the acquisition by or of the Company of or by another entity (whether by the merger or consolidation, the acquisition of stock or assets, or otherwise) in exchange, in whole or in part, for securities of the Company, provided that, immediately following such acquisition, the Continuing Directors constitute a majority of the Board, or a majority of the board of directors of any other surviving entity, and, in either case, no agreement, arrangement or understanding exists at that time which would cause such Continuing Directors to cease thereafter to constitute a majority of the Board or of such other board of directors.

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Notwithstanding the foregoing, unless otherwise determined by a majority of the Continuing Directors, no Change of Control shall be deemed to have occurred with respect to a particular Participant if the Change of Control results from actions or events in which such Participant is involved in a capacity other than solely as an officer, employee or director of the Company.

For purposes of the foregoing definition of Change of Control, the term “Beneficial Owner,” with respect to any securities, shall mean any person who, directly or indirectly, has or shares the right to vote or dispose of such securities or otherwise has “beneficial ownership” of such securities (within the meaning of Rule 13d-3 and Rule 13d-5 (as such Rules are in effect on December 1, 1996) under the Act), including pursuant to any agreement, arrangement or understanding (whether or not in writing); provided , however , that (i) a person shall not be deemed the Beneficial Owner of any security as a result of any agreement, arrangement or understanding to vote such security (A) arising solely from a revocable proxy or consent solicited pursuant to, and in accordance with, the applicable provisions of the Act and the rules and regulations thereunder or (B) made in connection with, or otherwise to participate in, a proxy or consent solicitation made, or to be made, pursuant to, and in accordance with, the applicable provisions of the Act and the rules and regulations thereunder, in either case described in clause (A) or clause (B) above whether or not such agreement, arrangement or understanding is also then reportable by such person on Schedule 13D under the Act (or any comparable or successor report), and (ii) a person engaged in business as an underwriter of securities shall not be deemed to be the Beneficial Owner of any securities acquired through such person’s participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

Effective June 5, 2008, Change of Control shall have the meaning set forth in the Ingersoll-Rand Company Limited Incentive Stock Plan of 2007 or any successor thereto.

(f) “Change of Control Settlement Value” shall mean, with respect to a share of Common Stock, the excess of the Change of Control Stock Value over the option price of the Option covering such share of Common Stock, provided that , (i) with respect to any Option which is an Incentive Stock Option immediately prior to the election to receive the Change of Control Settlement Value, the Change of Control Settlement Value shall not exceed the maximum amount permitted for such Option to continue to qualify as an Incentive Stock Option and (ii) in respect of that portion, if any, of any

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Option that had not become exercisable on or before December 31, 2004, the Change of Control Settlement Value shall not exceed the maximum amount permitted for such Option to remain exempt from Section 409A.

(g) “Change of Control Stock Value” shall mean the value of a share of Common Stock determined as follows:

(ii) if the Change of Control results from an event described in clauses (i), (ii) or (v) of the Change of Control definition and no event described in clauses (iii) or (iv) of the Change of Control definition has occurred in connection with such Change of Control, the highest sale price of a share of Common Stock of the Company on any trading day during the 60 consecutive trading days immediately preceding and following the date of such Change of Control as reported on the New York Stock Exchange Composite Tape, or other national securities exchange on which the Common Stock is traded, and published in The Wall Street Journal ; or

(iii) if the Change of Control results from an event described in clause (iv) of the Change of Control definition, the price per share at which shares of Common Stock are redeemed or exchanged by their holders in the transaction described in such clause (iv) or, if there has been no such redemption or exchange, the higher of the amounts determined in accordance with clause (i) or clause (ii) of this Change of Control Stock Value definition.

(h) “Code” means the Internal Revenue Code of 1986, as amended.

(i) “Committee” means the Management Development and Nominating Committee of the Board (or such other committee of the Board that the Board shall designate), which shall consist of two or more members, each of whom shall be a non-employee director within the meaning of Rule 16b-3, as promulgated under the Act and serving at the pleasure of the Board. Effective June 5, 2008, Committee means the Compensation Committee of the Board (or such other committee of the Board that the

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Board shall designate), which shall consist of two or more members, each of whom shall be a non-employee director within the meaning of Rule 16b-3, as promulgated under the Act and serving at the pleasure of the Board. Notwithstanding the foregoing, with respect to Incentive Awards granted to non-employee directors, the Committee shall mean the entire Board.

(j) “Common Stock” means the common stock of the Company, par value $0.01 per share. Effective June 5, 2008, “Common Stock” shall mean the common stock of the Company, par value $1.00 per share. Effective July 1, 2009, “Common Stock” shall mean the ordinary shares of the Company, par value $1.00 per share.

(k) “Company” means Trane Inc., a Delaware corporation, and any successor thereto. Effective June 5, 2008, “Company” means Ingersoll-Rand Company Limited, a Bermuda company. Effective July 1, 2009, “Company” means Ingersoll-Rand plc, an Irish company and any successor thereto.

(l) “Disability” means a Participant’s inability, due to reasonably documented physical or mental illness, for more than six months to perform his duties with the Company or a Subsidiary on a full time basis if, within 30 days after written notice of termination has been given to such Participant, he shall not have returned to the full time performance of his duties.

(m) “Dividend Equivalents” means an amount equal to the cash dividends paid by the Company upon one share of Common Stock for each Restricted Unit awarded to a Participant in accordance with Section 7 of the Plan.

(n) “Employee” means any officer or other key employee of the Company or any of its Subsidiaries, including any employee of a minority-owned joint venture.

(o) “Fair Market Value” means, on any date, the average of the highest and lowest sales price reported for such day on a national exchange or the average of the highest and lowest bid and asked prices on such date as reported on a nationally recognized system of price quotation. In the event that there are no Common Stock transactions reported on such exchange or system on such date, Fair Market Value shall mean the closing price on the immediately preceding date on which Common Stock transactions were so reported.

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(p) “Incentive Award” means the award of an Option, a Stock Appreciation Right, a Restricted Unit, or Restricted Stock under the Plan and shall also include an award of Common Stock or Restricted Units made in conjunction with other incentive programs established by the Company.

(q) “Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, an Option may be either ( i ) an “Incentive Stock Option” with the meaning of Section 422 of the Code or ( ii ) an Option which is not an Incentive Stock Option (a “Non-Qualified Stock Option”).

(r) “Participant” means any Employee or any non-employee director of the Company designated by the Committee to receive an Incentive Award under the Plan.

(s) “Plan” means the Trane Inc. Stock Incentive Plan, as set forth herein and as the same may be amended from time to time.

(t) “Public Offering” means the Company’s offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission that covers (together with prior effective registrations) not less than 15% of the shares of Common Stock outstanding at the closing of such offering on a fully diluted basis.

(u) “Restricted Period” means the period during which Restricted Units or shares of Restricted Stock are subject to forfeiture or restrictions on transfer (if applicable) pursuant to Section 7 of the Plan.

(v) “Restricted Stock” means Common Stock awarded to a Participant pursuant to the Plan which is subject to forfeiture and restrictions on transferability in accordance with Section 7 of the Plan.

(w) “Restricted Unit” means a Participant’s right to receive pursuant to the Plan one share of Common Stock at the end of a specified period of time, which right is subject to forfeiture in accordance with Section 7 of the Plan.

(x) “Retirement” means

(i) with respect to Incentive Awards granted before December 7, 2000, termination of a Participant’s employment on or after the date the Participant attains age 55 with 10 years of service;

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(ii) with respect to Incentive Awards granted on or after December 7, 2000, termination of a Participant’s employment on or after the date the Participant attains age 55 with 5 years of service.

(y) “Stock Appreciation Right” means the right to receive a payment from the Company, in cash or Common Stock, in an amount determined under Section 6.12 of the Plan.

(z) “Subsidiary” means any corporation or partnership in which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock of such corporation or of the capital interest or profits interest of such partnership.

2.2. Gender and Number . Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

SECTION 3.

ELIGIBILITY AND PARTICIPATION

Participants in the Plan shall be those Employees and non-employee directors selected by the Committee to participate in the Plan.

SECTION 4.

ADMINISTRATION

4.1. Power to Grant and Establish Terms of Awards . The Committee shall have the authority, subject to the terms of the Plan, to determine the Participants to whom Incentive Awards shall be granted and the terms and conditions of any and all Incentive Awards, including but not limited to the number of shares of Common Stock to be covered by each Incentive Award, the time or times at which Incentive Awards shall be granted, and the terms and provisions of the instruments by which Options shall be evidenced; to designate Options as Incentive Stock Options or Non-Qualified Stock Options; and to determine the period of time during which restrictions on Restricted Stock or Restricted Units shall remain in effect. The

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proper officers of the Company may suggest to the Committee the Participants who should receive Incentive Awards. The terms and conditions of each Incentive Award shall be determined by the Committee at the time of grant, and such terms and conditions shall not be subsequently changed in a manner which would be adverse to the Participant without the consent of the Participant to whom such Incentive Award has been granted. The Committee may establish different terms and conditions for different Participants receiving Incentive Awards and for the same Participant for each Incentive Award such Participant may receive, whether or not granted at different times. The grant of any Incentive Award to any Participant shall neither entitle such Participant to, nor disqualify him from, the grant of any other Incentive Awards. Notwithstanding anything else contained in the Plan to the contrary, the Committee may delegate, subject to such terms and conditions as it shall determine, to any officer of the Company or to a committee of officers of the Company the authority to grant Incentive Awards (and to make any and all determinations related thereto) to Participants who are not subject to the reporting requirements of Section 16(a) of the Act. Effective June 5, 2008, no additional Incentive Awards shall be granted under the Plan.

4.2. Substitute Options . The Committee shall have the right, subject to the consent of Participants to whom Options have been granted, to grant in substitution for outstanding Options, replacement Options which may contain terms more favorable to the Participant than the Options they replace, including, without limitation, a lower exercise price (subject to Section 6.2), and to cancel replaced Options.

4.3. Administration . The Committee shall be responsible for the administration of the Plan. Any Incentive Award granted by the Committee may be subject to such conditions, not inconsistent with the terms of the Plan, as the Committee shall determine. The Committee, by majority action thereof, is authorized to prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of the Company to interpret the Plan and to make all other determinations necessary or advisable for the administration and interpretation of the Plan to carry out its provisions and purposes. Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final, binding and conclusive for all purposes and upon all persons. The Committee may consult with legal counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.

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SECTION 5.

STOCK SUBJECT TO PLAN

5.1. Number . Subject to the provisions of Section 5.3, the number of shares of Common Stock subject to Incentive Awards under the Plan may not exceed 14,504,475, provided that, no more than 7,604,475 of such shares may be granted as Incentive Stock Options under the Plan. The shares to be delivered under the Plan may consist, in whole or in part, of Common Stock held in treasury or authorized but unissued Common Stock, not reserved for any other purpose.

5.2. Canceled, Terminated, or Forfeited Awards . Any shares of Common Stock subject to an Incentive Award which for any reason expires, or is canceled, terminated or otherwise settled without the issuance of any Common Stock shall again be available under the Plan.

5.3. Adjustment in Capitalization . The aggregate number of shares of Common Stock available for Incentive Awards under Section 5.1 or subject to outstanding Incentive Awards and the respective prices and/or vesting criteria applicable to outstanding Incentive Awards shall be proportionately adjusted to reflect, as deemed equitable and appropriate by the Committee, an Adjustment Event. To the extent deemed equitable and appropriate by the Committee, subject to any required action by stockholders, in any merger, consolidation, reorganization, liquidation, dissolution, or other similar transaction, any Incentive Award granted under the Plan shall pertain to the securities and other property to which a holder of the number of shares of Common Stock covered by the Incentive Award would have been entitled to receive in connection with such event.

Any shares of stock (whether Common Stock, shares of stock into which shares of Common Stock are converted or for which shares of Common Stock are exchanged or shares of stock distributed with respect to Common Stock) or cash or other property received with respect to any award of Restricted Stock or Restricted Units granted under the Plan as a result of any Adjustment Event, any distribution of property or any merger, consolidation, reorganization, liquidation, dissolution or other similar transaction shall, except as provided in Section 7.4 or as otherwise provided by the Committee at or after the date an award of Restricted Stock or Restricted Units is made by the Committee, be subject to the same terms and conditions, including restrictions on transfer, as are applicable to such shares of Restricted Stock or Restricted Units and any stock certificate(s) representing or evidencing any shares of stock so received shall be legended in substantially the same manner as provided in Section 7.5 hereof.

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SECTION 6.

STOCK OPTIONS

6.1. Grant of Options . Options may be granted to Participants at such time or times as shall be determined by the Committee. Options granted to non-employee directors shall be in such amounts and intervals as determined by the Board from time to time. Options granted under the Plan may be of two types: ( i ) Incentive Stock Options and ( ii ) Non-Qualified Stock Options, except that no Incentive Stock Option may be granted to a non-employee director or to any Employee of a Subsidiary which is not a corporation. The date of grant of an Option under the Plan will be the date on which the Option is awarded by the Committee or, if so determined by the Committee, the date on which occurs any event the occurrence of which is an express condition precedent to the grant of the Option. The Committee shall determine the number of Options, if any, to be granted to the Participant, provided that , in no event shall the number of shares of Common Stock subject to any Options or related Stock Appreciation Rights granted to any Participant during any 12 month period exceed 1,000,000 shares as such number may be adjusted pursuant to Section 5.3. Each Option shall be evidenced by an Option agreement that shall specify the type of Option granted, the exercise price, the duration of the Option, the number of shares of Common Stock to which the Option pertains, and such other terms and conditions not inconsistent with the Plan as the Committee shall determine.

6.2. Option Price . Non-Qualified Stock Options and Incentive Stock Options granted pursuant to the Plan shall have an exercise price which is not less than the Fair Market Value on the date the Option is granted.

6.3. Exercise of Options . Options awarded to a Participant under the Plan shall be exercisable at such times and shall be subject to such restrictions and conditions including the performance of a minimum period of service or the satisfaction of performance goals, as the Committee may impose either at or after the time of grant of such Options, subject to the Committee’s right to accelerate the exercisability of such Option in its discretion. Notwithstanding the foregoing, unless otherwise determined by the Committee, Options shall become exercisable in three equal installments on each of the first three anniversaries of the date of grant. Except as may be provided in any provision approved by the Committee pursuant to this Section 6.3, after becoming exercisable each installment shall remain exercisable until

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expiration, termination or cancellation of the Option. An Option may be exercised from time to time, in whole or in part, up to the total number of shares of Common Stock with respect to which it is then exercisable. Notwithstanding the foregoing, no Option shall be exercisable for more than 10 years after the date on which it is granted.

6.4. Payment . The Committee shall establish procedures governing the exercise of Options, which shall require that written notice of exercise be given and that the Option price be paid in full at the time of exercise ( i ) in cash or cash equivalents, ( ii ) in the discretion of the Committee, in shares of Common Stock which have been owned by the Participant for at least six months’ (or such greater or lesser period as the Committee shall determine) having a Fair Market Value on the date of exercise equal to such Option price or in a combination of cash and Common Stock or ( iii ) in accordance with such procedures or in such other form as the Committee shall from time to time determine. As soon as practicable after receipt of a written exercise notice and payment of the exercise price in accordance with this Section 6.4, the Company shall deliver to the Participant a certificate or certificates representing the acquired shares of Common Stock.

6.5. Incentive Stock Options . Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of any Participant affected thereby, to cause any Incentive Stock Option previously granted to fail to qualify for the Federal income tax treatment afforded under Section 421 of the Code.

6.6. Settlement . At the time a Participant exercises an Option in lieu of accepting payment of the exercise price of the Option and delivering the number of shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either ( i ) pay the Participant a cash amount, or ( ii ) issue a lesser number of shares of Common Stock having a Fair Market Value on the date of exercise, equal to the amount, if any, by which the aggregate Fair Market Value of the shares of Common Stock as to which the Option is being exercised exceeds the aggregate exercise price for such shares, based on such terms and conditions as the Committee shall establish.

6.7. Termination of Employment Due to Retirement . Unless otherwise determined by the Committee at the time of grant, in the event a Participant’s employment with the Company or a Subsidiary terminates by reason of Retirement, any Options granted to such

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Participant which are exercisable at the date of such Participant’s termination of employment may be exercised at any time prior to three (3) years following the Participant’s termination of employment or the expiration of the term of the Options, whichever period is shorter. Notwithstanding the foregoing, for all Options granted on or after December 7, 2000, unless otherwise determined by the Committee at the time of grant, in the event a Participant’s employment with the Company or a Subsidiary terminates by reason of Retirement, any such Options granted to such Participant which are exercisable at the date of such Participant’s termination of employment may be exercised at any time during the period ending on the tenth anniversary of the grant date of such Options.

6.8. Termination of Employment Due to Death or Disability . Unless otherwise determined by the Committee at the time of grant, in the event a Participant’s employment with the Company or a Subsidiary terminates by reason of death or Disability, any Options granted to such Participant which are exercisable at the date of such Participant’s termination of employment may be exercised by the Participant or the Participant’s designated beneficiary, and if none is named, in accordance with Section 10.2, at any time prior to one (1) year following the Participant’s termination of employment or the expiration date of the term of the Options, whichever period is shorter. Notwithstanding the foregoing, for all Options granted on or after December 7, 2000, unless otherwise determined by the Committee at the time of grant, in the event a Participant’s employment with the Company or a Subsidiary terminates by reason of death or Disability, any such Options granted to such Participant which are exercisable at the date of such Participant’s termination of employment may be exercised by the Participant or the Participant’s deisgnated beneficiary, and if none is named, in accordance with Section 10.2, at any time during the period ending on the tenth anniversary of the grant date of such Options.

6.9. Termination of Employment for Cause . Unless otherwise determined by the Committee at the time of grant, in the event a Participant’s employment with the Company or a Subsidiary is terminated for Cause, all Options granted to such Participant which are then outstanding (whether or not exercisable prior to the date of such termination) shall be forfeited.

6.10. Termination of Employment for Any Other Reason . Unless otherwise determined by the Committee at or after the time of grant, in the event a Participant’s employment with the Company or a Subsidiary terminates for any reason other than one described in Section 6.7, 6.8 or 6.9, any Options granted to such Participant which are exercisable at the date of such Participant’s termination of employment shall be exercisable at any time prior to 90 days following such Participant’s termination of employment or the expiration of the term of such Options, whichever period is shorter.

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6.11. Committee Discretion . Notwithstanding anything else contained in this Section 6 to the contrary, the Committee may permit all or any portion of any Options to be exercised following a Participant’s termination of employment for any reason on such terms and subject to such conditions as the Committee shall determine for a period up to and including, but not beyond, the expiration of the term of such Options.

6.12. Stock Appreciation Rights . The Committee may, in its discretion, include in any Option, either at the time the Option is granted or thereafter at any time prior to the exercise, termination or expiration of the Option, a right of the Participant to elect, in lieu of purchasing any shares of Common Stock in respect of which such Option is exercisable at any time, to relinquish his Option with respect to any and all of such shares of Common Stock and to receive from the Company a payment, in cash or Common Stock, equal to the amount by which ( i ) the product of ( x ) the Fair Market Value of a share of Common Stock on the date of such election multiplied by ( y ) the number of shares of Common Stock as to which the Participant shall have made such election exceeds ( ii ) the total exercise price for that number of shares of Common Stock under the terms of such Option. If the Participant shall exercise Stock Appreciation Rights appertaining to any Option, such Option shall thereafter remain exercisable, according to its term, only with respect to the number of shares of Common Stock as to which it would otherwise be exercisable less the number of shares of Common Stock with respect to which such Stock Appreciation Rights have been exercised. Each Stock Appreciation Right shall be subject to the same terms and conditions as the related Option and shall be exercisable only to the extent the related Option is exercisable.

SECTION 7.

RESTRICTED STOCK AND RESTRICTED UNITS

7.1. Grant of Restricted Stock and Restricted Units . Any award made hereunder of Restricted Stock or Restricted Units shall be subject to the terms and conditions of the Plan and to any other terms and conditions not inconsistent with the Plan (including, but not limited to, requiring the Participant to pay the Company an amount equal to the par value per share for each share of Restricted Stock awarded) as shall be prescribed by the Committee in its sole discretion. As determined by the Committee, with respect to an award of Restricted Stock, the Company shall either ( i ) transfer or issue to each Participant to whom an award of

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Restricted Stock has been made the number of shares of Restricted Stock specified by the Committee or ( ii ) hold such shares of Restricted Stock for the benefit of the Participant for the Restricted Period. In the case of an award of Restricted Units, no shares of Common Stock shall be issued at the time an award is made, and the Company shall not be required to set aside a fund for the payment of such award.

7.2. Restrictions on Transferability . Shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Participant during the Restricted Period, except as hereinafter provided. Notwithstanding the foregoing, the Committee may permit (on such terms and conditions as it shall establish) shares of Restricted Stock to be transferred during the Restricted Period by the Participant to a member of the Participant’s immediate family or to a trust or similar vehicle for the benefit of such immediate family members, provided that any shares of Restricted Stock so transferred shall remain subject to the provisions of this Section 7.

7.3. Rights as a Shareholder . Except for the restrictions set forth herein and unless otherwise determined by the Committee, the Participant shall have all the rights of a shareholder with respect to such shares of Restricted Stock, including but not limited to, the right to vote and the right to receive dividends. A Participant shall not have any right, in respect of Restricted Units awarded pursuant to the Plan, to vote on any matter submitted to the Company’s stockholders until such time as the shares of Common Stock attributable to such Restricted Units have been issued. At the discretion of the Committee, a Participant’s Restricted Unit account may be credited with Dividend Equivalents during the Restricted Period.

7.4. Restricted Period . Unless the Committee shall otherwise determine at or after the date an award of Restricted Stock or Restricted Units is made to the Participant by the Committee, the Restricted Period shall commence upon the date of grant and shall lapse with respect to the shares of Restricted Stock or Restricted Units on the third anniversary of the date of grant, unless sooner terminated as otherwise provided herein. Without limiting the generality of the foregoing, the Committee may provide for termination of the Restricted Period upon the achievement by the Participant of performance goals specified by the Committee at the date of grant. The determination of whether the Participant has achieved such performance goals shall be made by the Committee in its sole discretion.

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7.5. Legend . Each certificate issued to a Participant in respect of shares of Restricted Stock awarded under the Plan shall be registered in the name of the Participant and Shall bear the following (or similar) legend:

“The shares of stock represented by this certificate are subject to the terms and conditions contained in the American Standard Companies Inc. Stock Incentive Plan and may not be sold, pledged, transferred, assigned, hypothecated or otherwise encumbered in an manner (except as provided in Section 7.2 of the Plan) until .”

7.6. Death, Disability or Retirement . Unless the Committee shall otherwise determine at the date of grant, if a Participant ceases to be employed by the Company or any Subsidiary by reason of death, Disability or Retirement, the Restricted Period will lapse as to a pro rated portion of the shares of Restricted Stock and Restricted Units transferred or issued to such Participant under the Plan based on the number of days the Participant actually worked since the date the shares of Restricted Stock or Restricted Units were granted (or in the case of an award which becomes vested in installments, since the date, if any, on which the last installment of such Restricted Stock or Restricted Units became vested); provided that , in the case of an award with respect to which the restrictions will lapse, if at all, based on the attainment of performance goals or targets, such vesting shall be deferred until the end of the applicable performance period and be based on that number of shares of Restricted Stock or Restricted Units, if any, that would have been earned based on the attainment or partial attainment of such performance goals or targets. Any shares of Restricted Stock or Restricted Units as to which the Restricted Period has not lapsed at the date of a Participant’s termination of employment by reason of death, Disability or Retirement (or which do not become vested after such date under the preceding sentence) shall revert back to the Company upon such Participant’s termination of employment (or, if applicable, such deferred vesting date).

7.7. Termination of Employment . Unless the Committee shall otherwise determine at or after the date of grant, if a Participant ceases to be employed by the Company or any Subsidiary for any reason other than those specified in Section 7.6 at any time prior to the date when the Restricted Period lapses, all shares of Restricted Stock held by the Participant shall revert back to the Company and all Restricted Units and any Dividend Equivalents credited to such Participant shall be forfeited upon the Participant’s termination of employment.

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7.8. Issuance of New Certificates; Settlement of Restricted Units . Upon the lapse of the Restricted Period with respect to any shares of Restricted Stock, such shares shall no longer be subject to the restrictions imposed under Section 7.2 and the Company shall issue or have issued new share certificates without the legend described in Section 7.5 in exchange for those previously issued. Upon the lapse of the Restricted Period with respect to any Restricted Units, the Company shall deliver to the Participant, or the Participant’s beneficiary or estate, as provided in Section 10.2, one share of Common Stock for each Restricted Unit as to which restrictions have lapsed and any Dividend Equivalents credited with respect to such Restricted Units and any interest thereon. The Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only Common Stock for Restricted Units. If a cash payment is made in lieu of delivering Common Stock, the amount of such cash payment for each share of Common Stock to which a Participant is entitled shall be equal to the Fair Market Value of the Common Stock on the date on which the Restricted Period lapsed with respect to the related Restricted Unit.

7.9. Performance Related Awards . Notwithstanding anything else contained in the Plan to the contrary, unless the Committee otherwise determines at the time of grant, any award of Restricted Shares or Restricted Units, or an award of Common Stock or Restricted Units made in conjunction with other incentive plans established by the Company, to an officer of the Company or a Subsidiary who is subject to the reporting requirements of Section 16(a) of the Exchange Act, other than an award which will vest solely on the basis of the passage of time, shall become vested, if at all, upon the determination by the Committee that performance objectives established by the Committee have been attained, in whole or in part (a “Performance Award”), to the extent required to ensure that the grant of such awards are deductible by the Company or such Subsidiary pursuant to Section 162(m) of the Code. Such performance objectives shall be determined over a measurement period or periods established by the Committee and related to at least one of the following criteria, which may be determined solely by reference to the performance of ( i ) the Company, ( ii ) a Subsidiary, ( iii ) an affiliate of the Company, or ( iv ) a division or unit of any of the foregoing or based on comparative performance of any of the foregoing relative to other companies: ( A ) earnings per share; ( B ) revenues; ( C ) operating cash flow; ( D ) operating earnings; ( E ) working capital; ( F ) inventory turnover rates; ( G ) earnings to sales ratio; and ( H ) return on capital (the “Performance Criteria”). The maximum number of shares of Common Stock that may be subject to any such Performance Award in any 12 month period shall not exceed 500,000 shares, as such number may be adjusted pursuant to Section 5.3.

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SECTION 8.

CHANGE OF CONTROL

8.1. Accelerated Vesting and Payment . In the event of a Change of Control, the Restricted Period with respect to each share of Restricted Stock and each Restricted Unit will lapse and each Option and Stock Appreciation Right shall become immediately exercisable on the date of such Change of Control.

8.2. Alternative Awards . Notwithstanding any provision of Section 6, any Participant who holds on the date of a Change of Control an Option or Stock Appreciation Right granted under this Plan shall be entitled to elect, during the 60-days period immediately following such Change of Control, in lieu of acquiring the shares of Common Stock covered by any such Option (or, in the case of a Stock Appreciation Right, the amount of cash and Common Stock such Participant would otherwise be entitled to receive upon the relinquishment of the Option related to such Stock Appreciation Right), to receive, and the Company shall be obligated to pay, the Change of Control Settlement Value with respect to shares of Common Stock up to the number of shares covered by such Option or Stock Appreciation Right, which amount shall be paid in cash.

8.3. No Amendment . Notwithstanding Section 9, the provisions of this Section 8 may not be amended in any respect following a Change of Control.

SECTION 9.

AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

The Board may at any time terminate or suspend the Plan, and from time to time may amend or modify the Plan. No action of the Board may, without the consent of a Participant alter or impair his rights under any previously granted Incentive Award.

SECTION 10.

MISCELLANEOUS PROVISIONS

10.1. Nontransferability of Awards . Unless the Committee shall permit (on such terms and conditions as it shall establish) an Incentive Award to be transferred, no Incentive Award

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granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All rights with respect to any Incentive Award granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or, if transferred as contemplated by the previous sentence, a permitted transferee.

10.2. Beneficiary Designation . Each Participant under the Plan may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be exercised in case of his death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his lifetime. In the absence of any such designation, benefits remaining unpaid or Incentive Awards outstanding at the Participant’s death shall be paid to or exercised by the Participant’s surviving spouse, if any, or otherwise to or by his estate.

10.3. No Guarantee of Employment or Participation . Nothing in the Plan shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company or any Subsidiary or affiliate. No Employee or non-employee director shall have a right to be selected as a Participant, or, having been so selected, to receive any future Incentive Awards.

10.4. Tax Withholding . The Company shall have the power to withhold, or require a Participant to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy Federal, state and local withholding tax requirements on with respect to any Incentive Award, and the Company may defer payment of cash or issuance or delivery of Common Stock until such requirements are satisfied. The Committee may, in its discretion, permit a Participant to elect, subject to such conditions as the Committee shall impose ( i ) to have Common Stock otherwise issuable or deliverable under the Plan withheld by the Company or ( ii ) to deliver to the Company previously acquired shares of Common Stock, in each case, having a Fair Market Value sufficient to satisfy not more than the Participant’s statutory minimum Federal, state and local tax obligation associated with the transaction.

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10.5. Indemnification . Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be made a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-laws, by contract, as a matter of law, or otherwise.

10.6. No Limitation on Compensation . Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees in cash or property, in a manner which is not expressly authorized under the Plan.

10.7. Requirements of Law . The granting of Incentive Awards and the issuance of shares of Common Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

10.8. Governing Law . The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware.

10.9. No Impact On Benefits . Incentive Awards granted under the Plan are not compensation for purposes of calculating an Employee’s rights under any employee benefit plan.

10.10. Securities Law Compliance . Instruments evidencing Incentive Awards may contain such other provisions, not inconsistent with the Plan, as the Committee deems advisable, including ( i ) a provision limiting the period during which Stock Appreciation Rights could be exercised to the extent required in order to avoid the application of Section 16(b) of the Act in the case of officers of the Company and ( ii ) a requirement that the Participant represent to the Company in writing, when an Incentive Award is granted or when he receives shares with respect to such Award (or at such other time as the Committee deems appropriate) that he is accepting such Incentive Award, or receiving or acquiring such shares (unless they are then

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covered by a Securities Act of 1933 registration statement), for his own account for investment only and with no present intention to transfer, sell or otherwise dispose of such shares except such disposition by a legal representative as shall be required by will or the laws of any jurisdiction in winding up the estate of the Participant. Such shares shall be transferable only if the proposed transfer shall be permissible pursuant to the Plan and if, in the opinion of counsel satisfactory to the Company, such transfer at such time will be in compliance with applicable securities laws.

10.11 Term of Plan . The Plan shall be effective upon its adoption by the Board and approval by the holders of the Common Stock, provided , however, that in no event shall the Plan become effective until immediately prior to the occurrence of a Public Offering. The Plan shall expire on the tenth anniversary of the date on which it is adopted by the Board (except as to Incentive Awards outstanding on that date), unless sooner terminated pursuant to Section 9.

IN WITNESS WHEREOF, the Company has caused this amendment and restatement to be executed by its duly authorized representative as of July 1, 2009.


INGERSOLL-RAND PLC

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro
		Vice President & Secretary

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Exhibit 10.19

TRANE INC.

DEFERRED COMPENSATION PLAN

(As Amended and Restated as of July 1, 2009, except where otherwise stated)

This document constitutes part of a Prospectus covering securities that have been registered under the Securities Act of 1993.

Section 1. Purpose

The purpose of this Trane Inc. Deferred Compensation Plan (the “Plan”), as amended as of July 1, 2009, is to provide a select group of management or highly compensated employees of Trane Inc. (the “Company”) and its subsidiaries with the opportunity to defer receipt of certain compensation, and for the Company to defer payment of certain compensation to such individuals, into future years. The Plan covers employees of the Company and subsidiaries of the Company which, with the consent of the Company, elect to participate in the Plan (the “Employer”). The Plan has been amended as of January 1, 2005 to conform to Section 409A of the Internal Revenue Code (“Section 409A”) for all amounts deferred on or after January 1, 2005 as defined in Section 409A and applicable regulations (such amounts hereinafter referred to as “Post-December 31, 2004 Deferrals”). All amounts deferred hereunder which are not subject to Section 409A shall be referred to herein as “Pre-2005 Deferrals”. The provisions in the Plan with respect to Post-December 31, 2004 Deferrals are subject to the transition rules set forth in guidance from the Internal Revenue Service (the “IRS”), including, without limitation, Notice 2005-1 and subsequent notices issued by the IRS providing for transitional relief with respect to Section 409A. The Company reserves the right to allow Participants to take advantage of any such transitional relief with respect to their Post-December 31, 2004 Deferrals.

Section 2. Eligibility

Each employee of the Employer who is a U.S. taxpayer and who either (i) participates in the Long Term Incentive Compensation Plan of the Company or any equivalent plan of Ingersoll-Rand Company plc (“Ingersoll Rand”) or any of its subsidiaries or (ii) is a district sales manager for the Trane Commercial Sales business is eligible to participate in the Plan, or (iii)

effective July 7, 2006 is a territory sales manager for the Trane Commercial Sales Business. All those who are eligible to participate in the Plan are considered to be Participants. The Plan Administrator shall provide a copy of the Plan to each Participant together with a form of letter which the Participant may use to notify the Company of his or her election to defer compensation under the Plan.

Section 3. Participation

a. Deferral Election . On or before the date chosen from time to time by the Plan Administrator, a Participant may elect to defer receipt of certain forms of compensation which, but for such election, would have been paid to him or her, and to have such amounts credited, in whole or in part, to a memorandum account credited with a fixed annual return (the “Interest Account”) and/or a memorandum account deemed to be invested in notional Ordinary Shares of Ingersoll Rand (the “Stock Account”). A Participant may elect to defer up to (i) 50% of base pay, (ii) 100% of payments under the Company’s Annual Incentive Program or an equivalent Ingersoll Rand program, (iii) 100% of payments under the Company’s Long Term Incentive Compensation Program or an equivalent Ingersoll Rand program, and (iv) 100% of such other sources as are determined from time to time by the Plan Administrator; provided, however, that the total amount deferred by a Participant shall be limited in any calendar year, if necessary, to satisfy Social Security Tax (including Medicare), income tax and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Plan Administrator.

b. Form and Duration of Deferral Election . A deferral election shall be made by a Participant in the form of a written notice filed on a designated form with the Plan Administrator (the “Deferral Election”). The Deferral Election shall specify the amount being deferred under that election and how much, if any, of the deferral amount is going to each of the Interest Account and the Stock Account. The minimum amount that each Participant may defer under the Plan for each year shall be $5,000 (or such other amount as the Plan Administrator shall determine from time to time). For Pre-2005 Deferrals, any such election shall be effective solely with respect to payments that would otherwise be made in the calendar year following the year in which such election is filed, except that with respect to individuals who first become

Participants during a calendar year, such election shall apply to compensation to be earned and paid in that calendar year. For Post-December 31, 2004 Deferrals that are not deferrals of performance based compensation based on services provided over a period of at least twelve (12) months within the meaning of Section 409A (hereinafter, “Performance Based Compensation”), any deferral election with respect to compensation for services to be performed during a taxable year must be made not later than the close of the preceding taxable year or at such other times as provided under the regulations governing Section 409A. For Post-December 31, 2004 Deferrals of Performance Based Compensation, such deferral election may be made no later than six (6) months before the end of the performance period to which the Performance Based Compensation applies. Notwithstanding the foregoing, for Post-December 31, 2004 Deferrals by individuals who first become Participants during a calendar year, elections to defer shall be made with respect to compensation for services to be performed subsequent to the election within thirty (30) days after the date such individual becomes a Participant. All deferral elections shall remain in effect for future years until it is modified or revoked . Any revocation or modification of a Deferral Election shall become effective only with respect to compensation payable in the calendar year following receipt of such revocation or modification by the Plan Administrator.

c. Renewal . A Participant who has revoked an election to participate in the Plan may file a new election to defer compensation payable in the calendar year following the year in which such election is filed, if the Participant continues to meet the Plan’s eligibility criteria as are then in effect.

d. Discretionary Company Contributions; Change of Control . The Employer may from time to time elect to make fully discretionary contributions (“Discretionary Company Contributions”) to the Interest Accounts of some or all Participants, in such amounts as it, in its sole discretion, elects. Such Discretionary Company Contributions may be subject to a vesting schedule, as determined by the Plan Administrator. Notwithstanding the vesting schedule, such amounts will become fully vested upon the occurrence of a Change of Control, or upon the death or disability (as defined below) of the Participant (while actively employed by the Employer as an employee). “Change of Control” shall have the same meaning as set forth in the Ingersoll-Rand Company Limited 2007 Incentive Stock Plan, as amended, or any successor plan thereto.

e. Matching Contributions . The Employer may from time to time elect to make fully discretionary matching contributions (“Matching Contributions”) to the Interest Accounts of some or all Participants, in such amounts as it, in its sole discretion, elects. Such Matching Contributions shall be fully vested at all times.

Section 4. Participant’s Accounts

a. Establishment of Account . The Company shall maintain an Interest Account and a Stock Account for each Participant, and shall make additions to and subtractions from such Accounts as provided in this Plan. For each amount credited to the Interest Account, such Account shall note the date the amount was credited to the Account, any interest accrued pursuant to this Section 4, as well as the date that distribution is to commence. For each amount credited to the Stock Account, the Account shall note the date the amount was credited to the Account, the number of notional shares credited on such date, the Market Value per Share used to determine the notional shares credited, as well as the date distribution is to commence.

b. Interest Account . Compensation allocated to the Interest Account pursuant to this Section 4 shall be credited to such Account as of the date such compensation would otherwise have been paid to the Participant, and for Matching Contributions and Discretionary Company Contributions, as of the date on which such amounts are credited to the Interest Account. Any amounts credited to the Interest Account shall earn interest on an annual basis at the Applicable Interest Rate in effect for each calendar year, as defined below, which interest shall be credited on the last business day of each calendar month.

The Applicable Interest Rate for amounts credited prior to January 1, 2002, shall mean the percentage equal to the prime rate of interest in effect at Chase Manhattan Bank (or any successor thereto) on the last business day of the previous calendar year, plus one percent.

For amounts credited to the Interest Account after December 31, 2001, Applicable Interest Rate shall mean the rate of interest to be determined by the Plan Administrator from time to time.

c. Stock Account . Any compensation allocated to the Stock Account pursuant to this Section 4 shall be deemed to be invested in a number of notional Ordinary Shares (including fractional shares) of Ingersoll Rand (the “Shares”) equal to the quotient of (i) the dollar amount

of such compensation divided by (ii) the Market Value Per Share (as defined below) on the date the compensation being allocated to the Stock Account would otherwise have been payable to the Participant. The Market Value Per Share on any date shall mean the closing price per share for an ordinary share of Ingersoll Rand (“Ordinary Share”) as reported on the Consolidated Tape of the New York Stock Exchange on such date. If such date is not a business day or if no sale occurs on such date, Market Value Per Share shall be determined, in the manner described above, as of the first preceding business day on which a sale occurs.

Whenever a dividend other than a dividend payable in the form of Ingersoll Rand’s Ordinary Shares is declared with respect to Ingersoll Rand’s Ordinary Shares, the number of Shares in the Participant’s Stock Account shall be increased by the number of Shares determined by dividing (i) the product of (A) the number of Shares in the Participant’s Stock Account on the related dividend record date and (B) the amount of any cash dividend declared by Ingersoll Rand on a Ordinary Share (or, in the case of any dividend distributable in property other than Ordinary Shares, the per share value of such dividend, as determined by Ingersoll Rand for purposes of income tax reporting) by (ii) the Market Value Per Share on the related dividend payment date. In the case of any dividend declared on Ingersoll Rand’s Ordinary Shares which is payable in Ordinary Shares, the Participant’s Stock Account shall be increased by the number of Shares equal to the product of (i) the number of Shares credited to the Participant’s Stock Account on the related dividend record date and (ii) the number of shares of Ordinary Shares (including any fraction thereof) distributable as a dividend on a Ordinary Share.

In the event of any change in the number or kind of outstanding Ordinary Shares by reason of any recapitalization, reorganization, merger, consolidation, stock split or any similar change affecting the Ordinary Shares, other than a stock dividend as provided above, the Administrator shall make an appropriate adjustment in the number of Shares credited to each Participant’s Stock Account and, to the extent such adjustment results in a cash credit to such Stock Account, may cause such cash credit to be deemed reinvested in Shares or may effect a transfer of such cash credit to the Participant’s Interest Account. Solely for purposes of determining the amount of any interest to be credited thereon, any amount transferred to a Participant’s Interest Account pursuant to the immediately preceding sentence shall be treated in the same manner as though such transfer were a deferral, at the election of the Participant, of compensation otherwise payable as of the effective date of the corresponding adjustment to the Participant’s Stock Account.

(d) Investment Elections for Deferrals and Other Contributions . At the time a Participant elects to defer compensation pursuant to Section 3(a), the Participant shall designate in writing the portion of such compensation, stated as a whole percentage, to be credited to the Interest Account and the portion to be credited to the Stock Account. Any compensation to be credited to either Account shall be rounded to the nearest whole cent. If a Participant fails to designate how the deferrals and/or other contributions are to be allocated between the two Accounts, 100% of such amounts shall be credited to the Interest Account. Participants may not elect to transfer from the Interest Account to the Stock Account, or vice versa . In addition, any Discretionary or Matching Company Contributions shall be invested in the Interest Account.

Section 5. Distributions from the Accounts

a. Distribution Elections for Pre-2005 Deferrals . This Section 5.a applies to Pre-2005 Deferrals only. At the time a Participant makes a Deferral Election with respect to a particular calendar year, such Participant shall also file with the Plan Administrator a written election (a “Distribution Election”) with respect to the timing and manner of distribution of the aggregate amount, if any, credited to the Interest Account and/or the Stock Account for that year’s deferrals and matching contributions. In all cases, the Plan Administrator will determine the time and form of distributions with respect to Discretionary Company Contributions, if any. A Distribution Election shall specify that a distribution for that year’s deferrals and Matching Contributions shall be made in one of the following manners:

(1)

Distributions to be made upon termination of employment (as an employee of the Employer or as a member of the then existing Company board) or disability. Disability, for this purpose, shall mean the Participant’s permanent inability to perform each and every duty of his or her occupation or position of employment due to illness or injury as determined in the sole and absolute discretion of the Plan Administrator. The normal form of distribution under this method will be installments paid over 10 years, but the Participant may elect instead to be paid in

annual installments over a period of less than 10 years, or in the form of a lump sum. Distributions under this methodology will commence the month immediately following the month in which the Participant terminates employment or becomes disabled; or

(2)

Distributions commence either one, two, or three years following termination of employment (as an employee of the Employer or as a member of the then existing Company board) or Disability (as defined above). The normal form of distribution under this method will be installments paid over 10 years, but the Participant may elect instead to be paid in annual installments over a period of less than 10 years, or in the form of a lump sum. Distributions under this methodology will commence in February of the selected calendar year; or

(3)

Distributions to be made at scheduled dates while still employed or while still a member of the Company board. Under this methodology, the Participant may elect to defer receipt until a year which is at least two years following the calendar year in which the deferrals or contributions are being made. The normal form of distribution under this methodology will be a lump sum, but the Participant may elect instead to be paid in installments over two, three, four or five years. Distributions under this methodology will commence in February of the selected calendar year. In the event that a Participant becomes disabled (as defined above) or terminates employment (as an employee or a member of the then existing Company board) prior to commencement of a scheduled withdrawal under this methodology, then such withdrawal shall commence in the month immediately following such Disability or termination of employment in the form selected by the Participant for in-service distributions. In the event that a Participant becomes disabled (as defined above) or terminates employment (as an employee or a member of the then existing Company board) after commencement of a scheduled withdrawal under this methodology for a given year’s deferrals and Matching Contributions, then that year’s deferrals and Matching Contributions will continue to be distributed in the form selected.

b. Amendment of Distribution Election for Pre-2005 Deferrals . This Section 5.b applies to Pre-2005 Deferrals only. A Participant may change a Distribution Election applicable to a particular year’s deferrals and Matching Contributions upon written notice filed with the Plan Administrator up to two times, subject to the following limitations:

(1)

No election to change the method and/or timing of any distribution may accelerate the time at which payment of amounts previously deferred would otherwise have been paid;

(2)

No election to change the method and/or timing of any distribution shall be effective unless at least one full calendar year elapses between:

(a)

the date as of which such election is so filed, and

(b)

the date as of which a distribution would otherwise have commenced.

c. Distribution Elections for Post-December 31, 2004 Deferrals . This Section 5.c applies to Post-December 31, 2004 Deferrals only. At the time a Participant makes a Deferral Election with respect to a particular calendar year, such Participant shall also file with the Plan Administrator a written election (a “Distribution Election”) with respect to the timing and manner of distribution of the aggregate amount, if any, credited to the Interest Account and/or the Stock Account for that year’s deferrals and matching contributions. In all cases, the Plan Administrator will determine the time and form of distributions with respect to Discretionary Company Contributions, if any, provided that such distributions shall be made in accordance with Section 409A. A Distribution Election shall specify that a distribution for that year’s deferrals and Matching Contributions shall be made in one of the following manners:

(1)

Distributions to be made upon separation from service as such term is defined under Section 409A and applicable regulations (hereinafter “Separation from Service”) (as an employee of the Employer or as a member of the then existing Company board) or disability. Disability, for this purpose, shall mean the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable

physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) is by reason of medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participants’ employer. The normal form of distribution under this method will be installments paid over 10 years, but the Participant may elect instead to be paid in annual installments over a period of less than 10 years, or in the form of a lump sum. Distributions under this methodology will commence on the first day of the month immediately following the month in which the Participant incurs a Separation from Service or becomes disabled, provided that, distributions made upon Separation from Service to key employees as defined under Section 416(i) of the Internal Revenue Code as amended (hereinafter “Key Employees”) shall not commence until the date that is six (6) months following Separation from Service; or

(2)

Distributions commence either one, two, three, four or five years following Separation from Service (as an employee of the Employer or as a member of the Company board) or Disability (as defined above). The normal form of distribution under this method will be installments paid over 10 years, but the Participant may elect instead to be paid in annual installments over a period of less than 10 years, or in the form of a lump sum. Distributions under this methodology will commence on February 1 of the selected calendar year; or

(3)

will be a lump sum, but the Participant may elect instead to be paid in installments over two, three, four or five years. Distributions under this methodology will commence on February 1 of the selected calendar year. In the event that a Participant becomes disabled (as defined above) or has a Separation from Service (as an employee or a member of the then existing Company board) prior to commencement of a scheduled withdrawal under this methodology, then such withdrawal shall commence on the first day of the month immediately following such Disability or Separation from Service in the form selected by the Participant for in-service distributions; provided that, distributions made upon Separation from Service to key employees as defined under Section 416(i) of the Internal Revenue Code as amended (hereinafter “Key Employees”) shall not commence until the date that is six (6) months following such Separation from Service. In the event that a Participant becomes disabled (as defined above) or has a Separation from Service (as an employee or a member of the then existing Company board) after commencement of a scheduled withdrawal under this methodology for a given year’s deferrals and Matching Contributions, then any deferrals and Matching Contributions distributable in such year and any subsequent year will continue to be distributed in the form selected.

d. Amendment of Distribution Election for Post-December 31, 2004 Deferrals . This Section 5.d applies to Post-December 31, 2004 Deferrals only. A Participant may change a Distribution Election applicable to a particular year’s deferrals and Matching Contributions upon written notice filed with the Plan Administrator up to two times, subject to the following limitations:

(1)

Except as specifically provided under Section 409A and applicable regulations, no election to change the method and/or timing of any distribution may accelerate the time at which payment of amounts previously deferred would otherwise have been paid;

(2)

No election to change the method and/or timing of any distribution shall be effective unless at least twelve (12) months elapse between the date of such election and the date it takes effect;

(3)

Except for distributions that commence upon death or Disability or in the case of a Hardship Distribution, the first payment with respect to which such election is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made;

(4)

Any election amendment with respect to a deferral distribution described in Section 5(c)(2) or 5(c)(3) may not be made less than 12 months prior to the date of the first scheduled payment.

e. Payment upon Death . Notwithstanding anything else herein to the contrary, if a Participant shall die before payment of all amounts credited to such Participant’s Accounts have been completed, the total remaining balance in such Accounts shall be paid in a single lump sum to the Participant’s designated beneficiary or, if no beneficiary has been designated, to his or her estate, thirty (30) days after the Plan Administrator receives notice of the Participant’s death.

f. Valuation on Distribution . Distributions from the Stock Account shall be paid in Ordinary Shares, unless otherwise determined by the Plan Administrator in its sole discretion. In the event of a distribution from the Stock Account to be paid in Ordinary Shares, the number of Ordinary Shares payable shall be equal to the number of whole Shares subject to such distribution. Any fractional Shares will be settled in cash. The Stock Account will be valued for tax withholding purposes, as well as all other purposes (including, but not limited to, settlement of the Stock Account (in whole or in part) in cash), based on the Market Value Per Share on the last business day of the calendar month prior to the date as of which distribution is to be made. Distributions from the Interest Account will be valued as of the last business day of the calendar month prior to the date as of which distribution is to be made.

g. Interest Account Installment Payments . Where a Participant elects to receive a distribution in annual installments, the amount of each installment payment from the Interest Account shall be equal to the product of (i) the balance credited to such Interest Account (which is subject to the particular installment election) on the last business day of the calendar month prior to the date as of which such payment is to be made, and (ii) a fraction, the numerator of which is one (1) and the denominator of which is the total number of installments remaining to be paid at that time.

h. Stock Account Installment Payments . Where a Participant elects to receive the distribution in annual installments, the number of Shares subject to such annual installment payment from the Stock Account shall be equal to the product of (i) the number of Shares credited to such Stock Account on the date of such payment which is subject to the particular installment election, and (ii) a fraction, the numerator of which is one (1) and the denominator of which is the total number of installments remaining to be paid at that time.

Section 6. Hardship and Unscheduled In-Service Distributions

a. Hardship Distributions . A Participant shall be permitted to elect a Hardship Distribution from his or her vested Accounts at any time, subject to the following. Discretionary Company Contributions are not available for a Hardship Distribution, unless otherwise determined by the Plan Administrator in its sole discretion. The election to take a Hardship Distribution shall be made by filing a form provided by and filed with the Plan Administrator prior to the end of any calendar month. The Plan Administrator shall determine whether the requested distribution constitutes a Hardship Distribution as defined below. The amount determined by the Plan Administrator as a Hardship Distribution shall be paid in a single payment as soon as practicable after the end of the calendar month in which the Hardship Distribution election is made and approved by the Plan Administrator. If a Participant receives a Hardship Distribution, the Participant will be ineligible to participate in the Plan for the balance of that calendar year. The Plan Administrator will in its sole discretion determine the Account or Accounts from which to debit the amount of the distribution.

For this purpose, Hardship Distribution shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended), loss of a Participant’s property due to casualty, or other similar or extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforeseeable emergency will depend upon the facts

of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, or (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship. In all instances, the Plan Administrator will have sole discretion to determine whether a valid hardship exists for this purpose. The amounts distributed pursuant to a Hardship Distribution shall not exceed the amount necessary to satisfy the emergency plus amounts necessary to pay taxes reasonably anticipated as a reasonably anticipated as a result of the distribution.

b. Unscheduled In-Service Distributions . In no event shall this paragraph apply to Post-December 31, 2004 Deferrals. A Participant shall be permitted to elect an Unscheduled In-Service Distribution from his or her vested Accounts at any time, subject to the following. Discretionary Company Contributions are not available for an Unscheduled In-Service Distribution. The election to take an Unscheduled In-Service Distribution shall be made by filing a form provided by and filed with the Plan Administrator prior to the end of any calendar month. The amount of the Unscheduled In-Service Distribution shall be the amount selected by the Participant, up to a maximum of 90% of his vested Account balance. The amount described herein shall be paid in a single payment as soon as practicable after the end of the calendar month in which the Unscheduled In-Service Distribution election is made. If a Participant requests an Unscheduled In-Service Distribution of some or all of his or her vested Account, such Participant shall permanently forfeit 10% of the gross amount to be distributed from the Participant’s Account, and the Company shall have no obligation to the Participant or his or her Beneficiary with respect to such forfeited amount. If a Participant receives an Unscheduled In-Service Distribution of either all or a part of his or her Account, then the Participant will be ineligible to participate in the Plan for the balance of the calendar year. The Plan Administrator will in its sole discretion determine the Account or Accounts from which to debit the amount of the distribution.

Section 7. Designation of Beneficiaries A Participant may designate a beneficiary or beneficiaries (which may be an entity other than a natural person) to receive payments to be made following such Participant’s death. At any time, and from time to time, any such

designation may be changed or canceled by the Participant without the consent of the beneficiary. Any such designation, change or cancellation must be made by written notice filed with the Plan Administrator. If a Participant designates more than one beneficiary, any payments to such beneficiaries shall be made in equal amounts unless the Participant has designated otherwise, in which case the payments shall be made as designated by the Participant. If no beneficiary is named by the Participant, or if a beneficiary has been designated and such designation has been canceled, payment shall be made to the Participant’s estate. Notwithstanding the above, if a Participant has designated his or her spouse as beneficiary, and subsequent to such designation becomes divorced from such spouse, then the designation previously filed will be deemed revoked as to such former spouse, unless specifically reaffirmed in writing by the Participant subsequent to the date of divorce.

Section 8. Amendment and Termination The Board of Directors of Ingersoll Rand (“Board”) may amend or terminate the Plan at any time; provided , however , that, no such amendment or termination shall impair the rights of a Participant with respect to amounts then credited to his Account under the Plan, and further provided , however, that no amendment or termination may be effected with respect to a Participant prior to the end of two years following a Change of Control, except with the written consent of such an affected Participant.

Section 9. Administration The Plan shall be administered by the Compensation Committee appointed by the Board (the “Committee”). The Committee may delegate any or all of its administrative powers and duties to one or more employees of Ingersoll Rand or its affiliates and subsidiaries. In addition to such functions and responsibilities specifically reserved to the Plan Administrator under the Plan, the Plan Administrator shall have full power and authority, subject to the provisions of the Plan, to construe and interpret and carry out the terms of the Plan, and to exercise discretion where necessary or appropriate in the interpretation of the Plan, and all decisions by the Plan Administrator shall be final and binding on all affected parties. In addition to such powers, the Plan Administrator has the authority to modify eligibility criteria for the Plan, to select or change investment options under the Plan, to appoint and replace the trustee of the grantor trust to be established hereunder, to establish rules and regulations for efficient plan

administration, to employ and rely upon advisers, and shall have such other powers, duties and responsibilities as are customary for plans such as the Plan, all as determined by the Plan Administrator. The Plan is intended to be administered in a manner consistent with the requirements, where applicable, of Section 409A of the Code. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to such Section 409A. Notwithstanding anything else contained herein to the contrary, neither the Plan Administrator nor the Company shall be in breach of its obligations hereunder, nor liable for any interest or other payments, if the Company fails to make any payments hereunder on the stated date on which such payment is due.

Section 10. Miscellaneous

a. Unfunded Plan . The Employer shall not be obligated to fund its liabilities under the Plan, the Accounts established for each Participant electing deferment shall not constitute a trust, and a Participant shall have no claim against the Company or its assets other than as an unsecured general creditor. Without limiting the generality of the foregoing, the Participant’s claim at any time shall be for the amount credited to such Participant’s Accounts at such time. Notwithstanding the foregoing, the Company will establish a grantor trust to assist it in meeting its obligations hereunder, which grantor trust may be funded by the Company at such levels as it determines from time to time; provided, however, that in no event shall any Participant have any interest in such trust or property other than that of an unsecured general creditor of the Company. Notwithstanding the above, upon the occurrence of a Change of Control, the Company will immediately contribute to such grantor trust such amounts of cash and Company stock as are necessary to satisfy all claims for benefits under the Plan, on an assumed termination basis at such date.

b. Non-Alienation . The right of a Participant to receive a distribution of the value of such Participant’s Account payable pursuant to the Plan shall not be subject to assignment, alienation, attachment, garnishment or other similar process.

c. No Right to Continued Employment . Nothing in this Plan shall be construed to give any Participant the right to continued employment by the Employer, nor shall it limit the Employer’s ability to affect the terms and conditions of a Participant’s employment with the Employer.

d. Governing Law . This Plan and all rights and obligations hereunder shall be construed in accordance with and governed by the laws of the State of Delaware, to the extent such laws are not superseded by federal law. The Plan is intended to be a nonqualified deferred compensation plan maintained for a select group of management or highly compensated individuals. As such, it is generally subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). While ERISA generally applies to the Plan, Parts 2 (Participation and Vesting), 3 (Funding), and 4 (Fiduciary Responsibility) of Title I of ERISA do not apply. Part 5 (Administration and Enforcement) applies, and the Part 1 (Reporting and Disclosure) requirements apply to the Plan, but only on a limited basis.

e. Withholding . The Company may withhold from any amounts payable hereunder, whether in cash or shares, such federal, state or local taxes as may be deemed required to be withheld pursuant to applicable law or regulations.

f. Compliance. A Participant shall have no right to receive payment (in any form) with respect to his or her Accounts until legal and contractual obligations of the Employer relating to the making of such payments shall have been complied with in full. In addition, the Plan Administrator shall impose such restrictions, limitations, rules and regulations as it may deem advisable in order to comply with the applicable federal securities laws, the requirements of the New York Stock Exchange or any other applicable stock exchange or automated quotation system, any applicable state securities laws, any provision of the Company’s Certificate of Incorporation or Bylaws, or any other law, regulation, rule, or binding contract to which the Company or the Employer is subject.

IN WITNESS WHEREOF, the Company has caused this amendment and restatement to be executed by its duly authorized representative as of July 1, 2009.


Trane Inc.

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro Vice President & Secretary

Exhibit 10.20

TRANE INC.

SUPPLEMENTAL SAVINGS PLAN

(Restated to include all amendments through July 1, 2009)

Section 1. Purpose The purpose of the Plan is to provide those participants in the Trane Savings Plan (the “Savings Plan”) and the Trane Pension Plan (the “Pension Plan”), who are not Corporate Officers participating in the Company’s SERP, and whose employer contributions under the Savings Plan and the Pension Plan have been cut back by the statutory reduction to the amount of annual compensation recognizable for qualified plan benefit accruals under Section 401(a)(17) of the Code, with an annual benefit, subject to certain limitations, to roughly reflect the equivalent value of lost Savings Plan and Pension Plan contributions.

Section 2 . Definitions Whenever used herein, the following terms shall have the meanings set forth below. Words in the masculine gender shall also include the feminine gender.

2.1 Affected Earnings means that portion, if any, of a Participant’s Eligible Compensation for a calendar year in excess of the Statutory Limitation, provided that, if more than one Valuation Date occurs in a calendar year, the Plan Administrator shall allocate Affected Earnings in such manner as the Plan Administrator shall specify from time to time.

2.2 Applicable Interest Rate means for any calendar year, the interest rate used to credit interest to Participants’ accounts under the Pension Plan.

2.3 Board means the Board of Directors of Ingersoll-Rand plc (“Ingersoll Rand”).

2.4 Cash Account means a separate memorandum account established in respect of a Participant which shall be credited with awards under the Plan intended to compensate such Participant for employer contributions under the Pension Plan which have been cut back due to the Statutory Limitation.

2.5 Code means the Internal Revenue Code of 1986, as amended, or any subsequent income tax law of the United States. References to Code shall be deemed to include all subsequent amendments of those sections or the corresponding provisions of any subsequent income tax law.

2.6 Company means Trane Inc., a Delaware corporation.

2.7 Disability means, effective January 1, 2005, the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) is by reason of medically determinable physical or mental impairment, which can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer.

2.8 Eligible Compensation means, for any calendar year beginning on or after January 1, 2006, the Participant’s total remuneration, up to a maximum of $250,000 ($235,000 for calendar years prior to January 1, 2006), that would have been included in the definition of compensation under the Savings Plan and the Pension Plan but for the Statutory Limitation.

2.9 Employer Contribution Percentage means for each Participant the sum of (a) 3% plus (b) the percentage of such Participant’s compensation for which the Company actually provided a matching contribution under the Savings Plan during the year, determined by taking into account (i) such Participant’s level of contributions throughout the year and (ii) whether or not such Participant also participated in the Pension Plan.

2.10 Fair Market Value on any date means the closing price of a Share on such date as reported on the New York Stock Exchange consolidated reporting system, provided that, in the event that there are no Ordinary Share transactions reported on such date, Fair Market Value shall mean the closing price of a Share on the immediately preceding date on which Ordinary Share transactions were so reported.

2.11 Ordinary Shares means the ordinary shares, par value $1.00 per share, of Ingersoll Rand.

2.12 Participant means with respect to each calendar year any participant in the Savings Plan or the Pension Plan, who is not a corporate officer of the Company who also actively participates in the Company’s Executive Supplemental Retirement Benefit Program (the “SERP”), and whose allowable employer contributions under the Savings Plan or the Pension Plan have been determined by the Plan Administrator to have been cut back by the Statutory Limitation.

2.13 Plan means this Trane Inc. Supplemental Savings Plan.

2.14 Plan Unit means a Participant’s right to receive pursuant to the Plan one Share upon such Participant’s Termination of Employment, which right is subject to forfeiture in accordance with Section 14 (a) of the Plan.

2.15 Separation from Service means, with respect to a Participant, the Participant’s “separation from service” within the meaning of Section 409A of the Code and the regulations and interpretative guidance promulgated thereunder.

2.16 Share means an Ordinary Share.

2.17 Statutory Limitation means for any calendar year the maximum dollar amount of compensation that may be taken into account under the Savings Plan and the Pension Plan pursuant to section 401(a) (17) of the Code.

2.18 Stock Account means a separate memorandum account established in respect of a Participant which shall be credited with Plan Units intended to compensate such Participant for employer contributions under the Savings Plan which have been cut back due to the Statutory Limitation.

2.19 Termination of Employment means (i) with respect to a Participant whose active service ends prior to January 1, 2008, a Participant’s termination of service as such is defined for purposes of the ESOP, the Savings Plan and the Pension Plan and (ii) with respect to a Participant whose active service ends after December 31, 2007, a Participant’s Separation from Service.

2.20 Valuation Date means the last day of any calendar year (or such other date or dates as the Plan Administrator may specify from time to time).

2.21 WABCO Spin Off means the distribution by the Company of WABCO Holding, Inc. to the Company’s shareholders.

Section 3. Form of Benefits. Benefits awarded under this Plan shall be in the form of either (a) Plan Units and fractions thereof, with each Plan Unit to be equivalent to one Share or (b) cash equivalent credits to the Cash Account.

Section 4. Stock Account. The Company shall maintain a Stock Account for each Participant. For each award of Plan Units, the Stock Account shall note the number of Plan Units and fractions thereof awarded, the date of the award, as well as the Fair Market Value that was used to determine the award of Plan Units and fractions thereof.

Section 5. Cash Account. The Company shall maintain a Cash Account for each Participant who receives an award under the Plan due to such individual’s participation in the Pension Plan. For each award to the Cash Account, the account shall note the amount credited, the date of the award and interest accrued according to this Section 5. Any amounts credited to the Cash Account shall earn interest at the Applicable Interest Rate in effect for each calendar year, which interest shall be credited in the same manner as credited to Participants’ accounts under the Pension Plan.

Section 6. Awarding of Plan Units. As of the Valuation Date, the Company will add to each Participant’s Stock Account that number of Plan Units and/or fractions thereof equal to the quotient of:

(a) the Employer Contribution Percentage of the Participant’s Affected Earnings divided by

(b) the Fair Market Value as of the Valuation Date.

Notwithstanding anything to the contrary herein, a Participant whose employer contributions to the Savings Plan have been limited by provisions of the Code applicable to contributions to qualified retirement plans other than the provisions of Section 401(a)(17) of the Code before such Participant would have otherwise been limited under Section 401(a)(17) of the Code shall be eligible for an award of Plan Units to the same extent as if such Participant had not first been limited by such other provisions. Notwithstanding the foregoing, for so long as the Valuation Date occurs less frequently than by each payroll period, no Participant shall be entitled to the foregoing award of Plan Units if such Participant has experienced a Termination of Employment before the applicable Valuation Date.

Except as otherwise provided in Section 9, whenever a dividend other than a dividend payable in the form of Shares is declared with respect to Ingersoll Rand’s Ordinary Shares, the number of Plan Units in the Participant’s Stock Account shall be increased by a number of Plan Units determined by dividing (i) the product of (A) the number of Plan Units in the Participant’s Stock Account on the related dividend record date and (B) the amount of any cash dividend declared by Ingersoll Rand on a Share (or, in the case of any dividend distributable in property other than Ordinary Shares, the per share value of such dividend, as determined by Ingersoll Rand for purposes of income tax reporting) by (ii) the Fair Market Value Per Share on the related dividend payment date.

Section 7. Awards to the Cash Account. As of each Valuation Date, the Company will add to the Cash Account of any Participant who suffered a reduction in employer credits to the Pension Plan as a result of the Statutory Reduction an amount equal to 3% of such Participant’s Affected Earnings. Notwithstanding anything to the contrary herein, a Participant whose employer contributions to the Pension Plan have been limited by provisions of the Code applicable to contributions to qualified retirement plans other than the provisions of Section 401(a)(17) of the Code before such Participant would have otherwise been limited under Section 401(a)(17) of the Code shall be eligible for an award under this Section 7 to the same extent as if such Participant had not first been limited by such other provisions.

Notwithstanding the foregoing, for so long as the Valuation Date occurs less frequently than by each payroll period, no Participant shall be entitled to an award if such Participant has experienced a Termination of Employment before the applicable Valuation Date.

Section 8. Vesting and Forfeitures. Any Participant who is employed by the Company or an Affiliate as of January 1, 2004 shall, subject to the last sentence of the first paragraph of Section 6 and the last sentence of Section 7, be 100% vested in their Cash and Stock Accounts at all times. Cash Account balances of those Participants who are first employed by the Company or an Affiliate (as such term is defined in the Pension Plan) after January 1, 2004 shall vest in accordance with the vesting rules in effect for the Pension Plan. Stock Account balances of those Participants who are first employed by the Company or an Affiliate (as such term is defined in the Savings Plan) after January 1, 2004 shall vest in accordance with the vesting rules in effect for the Savings Plan. Upon Termination of Employment of a Participant who is not vested in his or her Cash Account or Stock Account, such unvested accounts shall be forfeited as of thirty (30) days after the date of Termination of Employment. Notwithstanding the foregoing, forfeited balances in the Cash Account and Stock Account shall be subject to restoration in accordance with the rules regarding restoration of forfeited account balances in the Pension Plan and Savings Plan, respectively, including with respect to the Cash Account, restoration of interest credits that would have been earned during the period of forfeiture.

Section 9. Changes in Capital Structure. In the event of the payment of any dividend payable in, or the making of any distribution of, Shares to holders of record of Shares during the period any Plan Units awarded under the Plan are credited to a Participant’s Stock Account; or in the event of any stock split, combination of Shares, recapitalization or other similar change in the authorized capital stock of Ingersoll Rand or any tax-free distribution on the Shares or other transaction affecting the Shares during such period; or in the event of the merger or consolidation of the Company into or with any other corporation or the reorganization, dissolution or liquidation of the Company during such period; the Plan Administrator shall make an appropriate adjustment in the number of Plan Units credited to each Participant’s Stock Account and, to the extent such adjustment results in a cash credit to such Stock Account, may cause such cash amount to be deemed reinvested in Shares or may effect a transfer of such cash credit to the Participant’s Cash Account. Solely for purposes of determining the amount of any interest to be credited thereon, any amount transferred to a Participant’s Cash Account pursuant to the immediately preceding sentence shall be treated in the same manner as an addition to the Participant’s Cash Account pursuant to Section 7 made as of the effective date of the corresponding adjustment to the Participant’s Stock Account. Effective July 31, 2007, in connection with the WABCO Spin-Off, such adjustment shall be effected in the following manner: the number of Plan Units credited to a Participant’s Share Account on the first business day following the WABCO Spin-Off shall be equal to the product of (1) the number of Plan Units credited to the Participant’s Stock Account on July 31, 2007, the effective date of the WABCO Spin-Off, by (2) a fraction, the numerator of which is the closing price of a Share on July 31, 2007 ( i.e. , $54.05) and the denominator of which is the opening price of a Share on August 1, 2007 ( i.e. , $38.75).

Section 10. Distribution of a Participant’s Stock Account.

Subject to any distributions made in accordance with the transition relief promulgated under Section 409A of the Code, effective January 1, 2005, upon a Participant’s Termination of Employment, such Participant shall be entitled to a distribution of his Stock Account within forty-five (45) days thereafter , provided that , if the Participant (i) incurs a Separation from Service during 2007 and prior to Termination of Employment, any distribution to such Participant shall be made on the 90 ^th day following the Participant’s Separation from Service; or (ii) incurs a Separation from Service after December 31, 2007 and has not completed three years of service at the date of such Separation from Service, but shall nonetheless vest in his Cash Account under Section 8, any distribution to such Participant shall be made on the first anniversary of the date of the Participant’s Separation from Service. Notwithstanding the immediately preceding sentence, effective January 1, 2005, if a Participant is a “key employee” under Section 416(i) of the Code for the relevant measuring period under Section 409A of the Code, any distribution hereunder other than in connection with the Participant’s death or Disability will be made no earlier than six months after the Participant’s Separation from Service. Any distribution under this Section 10 shall be in Shares, with one Share distributed for each unit in the Stock Account, and fractional units converted to cash based on the Fair Market Value as of the last business day of the month preceding the date of distribution. Notwithstanding the foregoing, so long as it will not cause Ingersoll Rand, the Company or Trane U.S. Inc. to breach any covenant or otherwise incur a default under any credit or other financing agreement to which it is a party, the Company may elect to pay the Participant the cash

value of his Shares based on the Fair Market Value as of the last business day of the month preceding the date of distribution. Distributions shall be subject to all required tax withholdings, and for purposes of Stock Account distributions, the Stock Account shall be valued as of the last business day of the month preceding the date of distribution. In the event of distribution of a Participant’s Stock Account due to such Participant’s death, distribution under this Section 10 shall be made to the same person or persons to whom such Participant’s interest in the Savings Plan becomes payable as a result of such Participant’s death.

Section 11. Distribution of a Participant’s Cash Account.

Subject to any distributions made in accordance with the transition relief promulgated under Section 409A of the Code, effective January 1, 2005, upon a Participant’s Termination of Employment, such Participant shall be entitled to a distribution of the Actuarial Equivalent value of his Cash Account balance, if any, within forty-five (45) days thereafter, provided that , if the Participant (i) incurs a Separation from Service during 2007 and prior to Termination of Employment, any distribution to such Participant shall be made on the 90 ^th day following the Participant’s Separation from Service; or (ii) incurs a Separation from Service after December 31, 2007 and has not completed three years of service at the date of such Separation from Service, but shall nonetheless vest in his Cash Account under Section 8, any distribution to such Participant shall be made on the first anniversary of the date of the Participant’s Separation from Service. Notwithstanding the immediately preceding sentence, effective January 1, 2005, if a Participant is a “key employee” under Section 416(i) of the Code for the relevant measuring period under Section 409A of the Code, any distribution hereunder (other than in connection

with the Participant’s death or Disability will be made no earlier than six months after the Participant’s Separation from Service. “Actuarial Equivalent” shall have the same meaning as ascribed to such term in the Pension Plan and Actuarial Equivalent value shall be calculated in the same manner as for lump sum distributions from the Pension Plan. Any distribution under this Section 11 shall be in cash, subject to all required tax withholdings, and for purposes of Cash Account distributions, the Cash Account shall be valued as of the last business day of the month preceding the date of distribution. In the event of a distribution of a Participant’s Cash Account due to such Participant’s death, distribution under this Section 11 shall be made to the same person or persons to whom such Participant’s interest in the Pension Plan becomes payable as a result of such Participant’s death.

Section 12. Effective Date, Amendment and Termination. The Plan was first effective as of January 1, 1994. The Plan has been amended and restated from time to time, including to comply with the requirements of Section 409A of the Code. The current restatement is effective as of July 1, 2009. The Board may amend or terminate the Plan at any time; provided that, no such amendment or termination shall impair the rights of a Participant with respect to amounts then credited to his Account under the Plan.

Section 13. Administration . The Plan shall be administered by the Senior Vice President, Human Resources (the “Plan Administrator”) of Ingersoll-Rand Company or such person’s delegate(s). In addition to such functions and responsibilities specifically reserved to the Plan Administrator under the Plan, the Plan Administrator shall have full power and authority, subject to the provisions of the Plan, to determine any and all questions as to eligibility to participate in the Plan, the amounts to be credited to a Participant’s Account(s), a Participant’s

right to receive a distribution from the Plan, to interpret and carry out the terms of the Plan, and to exercise discretion where necessary or appropriate in the interpretation of the Plan. All decisions by the Plan Administrator shall be final and binding on all affected parties. Claims made for benefits under the Plan shall be subject to the same claims and appeals procedures as the qualified plans.

Section 14. Miscellaneous.

a. Unfunded Plan. The Company shall not be obligated to fund its liabilities under the Plan, the Account(s) established for each Participant shall not constitute a trust, and a Participant shall have no claim against Ingersoll Rand, the Company or Trane U.S. Inc. or their assets other than as an unsecured general creditor. Without limiting the generality of the foregoing, the Participant’s claim at any time shall be for the amount credited to such Participant’s Stock Account and Cash Account at such time. Notwithstanding the foregoing, the Company may establish a grantor’s trust to assist it in meeting its obligations hereunder; provided, however, that in no event shall any Participant have any interest in such trust or property other than as an unsecured general creditor.

b. Non-Alienation. The right of a Participant to receive a distribution of the value of such Participant’s Account payable pursuant to the Plan shall not be subject to assignment or alienation.

c. No Right to Continued Employment. Nothing in this Plan shall be construed to give any Participant the right to continued employment by the Company or any of its affiliates.

d. Governing Law. This Plan and all rights and obligations hereunder shall be construed in accordance with and governed by the laws of the State of Delaware, to the extent such laws are not superseded by ERISA or other federal law. The Plan is intended to be a nonqualified deferred compensation plan maintained for a select group of management or highly compensated individuals.

e. Withholding. The Company shall provide for the withholding of any taxes required to be withheld by federal, state or local law in respect of any contribution, payment or distribution made pursuant to the Plan.

f. Compliance. The Plan Administrator shall impose such restrictions, limitations, rules and regulations as it may deem advisable in order to comply with the applicable federal securities laws, the requirements of the New York Stock Exchange or any other applicable stock exchange or automated quotation system, any applicable state securities laws, any provision of the Company Certificate of Incorporation of Bylaws, or any other law, regulation, rule, or binding contract to which the Company is subject. The Plan is intended to (i) be an excess parallel plan within the meaning of the New York Stock Exchange rules relating to shareholder approval of equity compensation plans and (ii) comply with the applicable requirements of Section 409A of the Code. Notwithstanding anything else contained herein to the contrary, the Company shall not be in breach of its obligations hereunder, nor liable for any interest or other payments, if it fails to make any payments hereunder on the stated date on which such payment is due, so long as such payment is made not later than the later of (i) 30 days after the date such payment would otherwise be due and (ii) the last day of the calendar year in which it is otherwise due hereunder.

IN WITNESS WHEREOF, the Company has caused this restatement to be executed by its duly authorized representative as of July 1, 2009.


Trane Inc.

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro
		Vice President & Secretary

Exhibit 10.21

FIRST AMENDMENT

TO THE INGERSOLL-RAND COMPANY

SUPPLEMENTAL PENSION PLAN

WHEREAS , Ingersoll-Rand Company, a New Jersey corporation, adopted the Ingersoll-Rand Company Supplemental Pension Plan (the “Plan”), which was originally effective on June 30, 1995, and subsequently amended and restated effective January 1, 2003 and effective January 1, 2005; and

WHEREAS , effective July 1, 2009, a corporate reorganization was effected pursuant to arrangements under Bermuda law which will result in a new parent company, Ingersoll-Rand plc (“IR plc”) (“Irish Reorganization”); and

WHEREAS , Ingersoll-Rand Company desires to amend the Plan in accordance with Section 4.1 of the Plan to reflect that the Irish Reorganization shall not be deemed a “change in control” for purposes of the Plan and that on and after the effective date of the Irish Reorganization, a “change in control” shall refer solely to Ingersoll-Rand plc; and

NOW THEREFORE , the Plan is hereby amended, effective July 1, 2009, as set forth below:

1. Sections 4.1(a) and (b) of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“(a) This Supplemental Pension Plan may, at any time and from time to time, be amended or terminated, without consent of any Employee or beneficiary (i) by the Board of Directors of Ingersoll-Rand plc (“IR plc”) (or if Ingersoll-Rand plc is a subsidiary of any other company, of the ultimate parent company) or the Compensation Committee (as described in Section 4.3), or (ii) in the case of amendments which do not materially modify the provisions hereof, the Company’s Administrative Committee (as described in Section 4.3), provided, however, that no such amendment or termination shall reduce any benefits accrued or vested under the terms of this Supplemental Pension Plan as of the date of termination or amendment.

(b) Notwithstanding the foregoing, following a “change in control” of IR plc, any amendment modifying or terminating this Supplemental Pension Plan shall have no force or effect. For purposes hereof, a “change in control” shall have the meaning designated: (i) in the Ingersoll-Rand Company Amended and Restated Grantor Trust Agreement dated August 6, 1999 between the Company and Wachovia Bank, as trustee, or (ii) in such other trust agreement that restates or supercedes the agreement referred to in clause (i), in either case for purposes of satisfying certain obligations to executive employees of Ingersoll-Rand Company. For purposes of this Section 4, on and after the effective date of the Irish Reorganization, the term “change in control” shall refer solely to a “change in control” of IR plc.”

2. Section 4.3 of the Plan of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“4.3 Compensation Committee . This Supplemental Pension Plan shall be administered by the Compensation Committee appointed by the Board of Directors of IR plc or any successor committee appointed by the Board of Directors of IR plc (or if Ingersoll-Rand plc is a subsidiary of any other company, of the ultimate parent company), (the “Compensation Committee”). The Compensation Committee has delegated to the members of the administrative committee appointed by the Company’s Chief Executive Officer (the “Administrative Committee”) the authority to administer this Supplemental Pension Plan in accordance with its terms. Subject to review by the Compensation Committee, the Administrative Committee shall make all determinations as to the right of any person to a benefit. Any denial by the Administrative Committee of the claim for benefits under this Supplemental Pension Plan by an Employee or beneficiary shall be stated in writing by the Administrative Committee and delivered or mailed to the Employee or beneficiary. Such notice shall set forth the specific reasons for the Administrative Committee’s decision. In addition, the Administrative Committee shall afford a reasonable opportunity to any Employee or beneficiary whose claim for benefits has been denied for a review of the decision denying the claim.”

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

IN WITNESS WHEREOF , the Company has had its duly authorized representative sign this Amendment as of July 1, 2009


INGERSOLL-RAND COMPANY

By:		/s/ Barbara A. Santoro
Name:		Barbara A. Santoro
Title:		Vice President & Secretary

Exhibit 10.22

FIRST AMENDMENT

TO THE INGERSOLL-RAND COMPANY

SUPPLEMENTAL PENSION PLAN II

WHEREAS , Ingersoll-Rand Company, a New Jersey corporation, adopted the Ingersoll-Rand Company Supplemental Pension Plan II (the “Plan”), which was originally effective on January 1, 2005; and

NOW THEREFORE , the Plan is hereby amended, effective July 1, 2009, as described below:

1. Sections 4.1(a) and (b) of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“(a) This Supplemental Pension Plan II may, at any time and from time to time, be amended or terminated, without consent of any Employee or beneficiary (i) by the Board of Directors of Ingersoll-Rand plc (“IR plc”) (or if Ingersoll-Rand plc is a subsidiary of any other company, of the ultimate parent company) or the Compensation Committee (as described in Section 4.3), or (ii) in the case of amendments which do not materially modify the provisions hereof, the Company’s Administrative Committee (as described in Section 4.3), provided, however, that no such amendment or termination shall reduce any benefits accrued or vested under the terms of this Supplemental Pension Plan II as of the date of termination or amendment.

(b) Notwithstanding the foregoing, following a “change in control” of IR plc, any amendment modifying or terminating this Supplemental Pension Plan II shall have no force or effect. For purposes hereof, a “change in control” shall have the meaning designated: (i) in the Ingersoll-Rand Company Amended and Restated Grantor Trust Agreement dated August 6, 1999 between the Company and Wachovia Bank, as trustee, or (ii) in such other trust agreement that restates or supercedes the agreement referred to in clause (i), in either case for purposes of satisfying certain obligations to executive employees of Ingersoll-Rand Company. For purposes of this Section 4, on and after the effective date of the Irish Reorganization, the term “change in control” shall refer solely to a “change in control” of IR plc.”

2. Section 4.3 of the Plan of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“4.3 Compensation Committee . This Supplemental Pension Plan II shall be administered by the Compensation Committee appointed by the Board of Directors of IR plc or any successor committee appointed by the Board of Directors of IR plc (or if Ingersoll-Rand plc is a subsidiary of any other company, of the ultimate parent company), (the “Compensation Committee”). The Compensation Committee has delegated to the members of the administrative committee appointed by the Company’s Chief Executive Officer (the “Administrative Committee”) the authority to administer this Supplemental Pension Plan II in accordance with its terms. Subject to review by the Compensation Committee, the Administrative Committee shall make all determinations as to the right of any person to a benefit. Any denial by the Administrative Committee of the claim for benefits under this Supplemental Pension Plan II by an Employee or beneficiary shall be stated in writing by the Administrative Committee and delivered or mailed to the Employee or beneficiary. Such notice shall set forth the specific reasons for the Administrative Committee’s decision. In addition, the Administrative Committee shall afford a reasonable opportunity to any Employee or beneficiary whose claim for benefits has been denied for a review of the decision denying the claim.”

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

IN WITNESS WHEREOF , the Company has had its duly authorized representative sign this Amendment as of July 1, 2009


INGERSOLL-RAND COMPANY

By:		/s/ Barbara A. Santoro
Name:		Barbara A. Santoro
Title:		Vice President & Secretary

Exhibit 10.23

AMENDMENT TO THE

INGERSOLL-RAND COMPANY

MANAGEMENT INCENTIVE UNIT PLAN

WHEREAS, Ingersoll-Rand Company (the “Company”) maintains the Ingersoll-Rand Company Management Incentive Unit Plan (the “Plan”) to provide benefits to certain individuals employed by the Company and its subsidiaries; and

WHEREAS, no Management Incentive Unit Award has been made under the Plan since 1990, and all previously unvested awards under the Plan became vested on January 1, 2003; and

WHEREAS, under Article XV of the Plan, the Company has reserved the right to amend or terminate the Plan at any time;

and

WHEREAS the Company desires to amend the Plan to reflect the change in the new ultimate parent of the Company and issuer of the Common Stock;

NOW THEREFORE, the Plan is hereby amended as follows:

Effective July 1, 2009, all references in the Plan to “Common Stock” shall mean the ordinary shares, par value $1.00 per share, of Ingersoll-Rand plc, an Irish company.

All other provisions of the Plan shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized representative as of July 1, 2009


INGERSOLL-RAND COMPANY

By:		/s/ Barbara A. Santoro
		Barbara A. Santoro
		Vice President & Secretary

Exhibit 10.24

SECOND AMENDMENT

TO THE INGERSOLL-RAND COMPANY

ELECTED OFFICER SUPPLEMENTAL PROGRAM

WHEREAS , Ingersoll-Rand Company, a New Jersey corporation, adopted the Ingersoll-Rand Company Elected Officer Supplemental Program (the “Plan”), which was originally effective on June 30, 1995, and subsequently amended and restated effective January 1, 2003; and

WHEREAS, effective July 1, 2009, a corporate reorganization was effected pursuant to arrangements under Bermuda law which will result in a new parent company, Ingersoll-Rand plc (“IR plc”) (“Irish Reorganization”); and

WHEREAS , Ingersoll-Rand Company desires to amend the Plan in accordance with Section 8.1 of the Plan to reflect that the Irish Reorganization shall not be deemed a “Change in Control” for purposes of the Plan and that on and after the effective date of the Irish Reorganization, a “Change in Control” shall refer solely to Ingersoll-Rand plc; and

NOW THEREFORE , the Plan is hereby amended, effective July 1, 2009, as set forth below:

1. Section 1.2 of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“The ‘Board’ shall mean the Board of Directors of Ingersoll-Rand plc (or if Ingersoll-Rand plc is a subsidiary of any other company, of the ultimate parent company).”

2. Section 1.3 of the Plan, “Change in Control”, is hereby amended by adding the following to the end thereof:

“Further notwithstanding the foregoing provisions of this Section 1.3, or any other provision in this Plan or the Ingersoll-Rand Company Limited Incentive Stock Plan of 2007, none of the transactions contemplated by the Irish Reorganization that are undertaken by (i) Ingersoll-Rand Company Limited or its affiliates prior to, or as of, the effective date of the Irish Reorganization or (ii) Ingersoll-Rand plc or its affiliates on and after the effective date of the Irish Reorganization shall trigger, constitute or be deemed a ‘Change in Control.’ On and after the effective date of the Irish Reorganization, the term ‘Change in Control’ shall refer solely to a ‘Change in Control’ of Ingersoll-Rand plc.”

3. Section 1.5 of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“‘Committee’ shall mean the Compensation Committee of Ingersoll-Rand plc”

4. Section 1.8 of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“‘Elected Officer’ means an individual elected by the Board as an officer of the Company or Ingersoll-Rand plc.”

5. Section 2.1 of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“An individual employed by the Company shall commence participation in the Program upon (a) becoming an Elected Officer of the Company (or of Ingersoll-Rand plc) and (b) being approved for participation by the Compensation Committee.”

6. Section 7.2 of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“Following a Change in Control of Ingersoll-Rand plc, any amendment modifying or terminating the Program shall have no force or effect.”

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

IN WITNESS WHEREOF , the Company has had its duly authorized representative sign this Amendment as of July 1, 2009


INGERSOLL-RAND COMPANY

By:		/s/ Barbara A. Santoro
Name:		Barbara A. Santoro
Title:		Vice President & Secretary

Exhibit 10.25

FIRST AMENDMENT

TO THE INGERSOLL-RAND COMPANY

ELECTED OFFICER SUPPLEMENTAL PROGRAM II

WHEREAS , Ingersoll-Rand Company, a New Jersey corporation, adopted the Ingersoll-Rand Company Elected Officer Supplemental Program II (the “Plan”), which was originally effective on January 1, 2005, and subsequently amended and restated effective January 1, 2009; and

NOW THEREFORE , the Plan is hereby amended, except as otherwise described below effective July 1, 2009, as described below:

1. Section 1.2 of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“The ‘Board’ shall mean the Board of Directors of Ingersoll-Rand plc (or if Ingersoll-Rand plc is a subsidiary of any other company, of the ultimate parent company).”

2. Section 1.3 of the Plan, “Change in Control”, is hereby amended by adding the following to the end thereof:

3. Section 1.7 of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“‘Elected Officer’ means an individual elected by the Board as an officer of the Company or Ingersoll-Rand plc.”

4. Section 1.18 of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“‘Year of Service’ shall be determined in accordance with the provisions of the Pension Plan or such other qualified defined benefit pension plan or Foreign Plan in which an Employee participates that are applicable to determining the Employee’s years of vesting service under such plan. For purposes of this Section, a qualified defined benefit pension plan means a plan defined in Code Section 414(j) which is sponsored by an Employer. Notwithstanding any provision of the Program to the contrary, in the event an Employee earns one or more hours of service during a calendar year, he shall be credited with a Year of Service with respect to such year for purposes of the Program. Further, the preceding sentence notwithstanding, any Employee who becomes a Participant in Program on or after effective May 18, 2009 and who earns one or more hours of service during a calendar month shall be credited with a service only for that month for purposes of the Program. Unless otherwise agreed by the Company, an Employee’s Years of Service shall exclude any period of service during which the employer of the Employee was not an Employer under the Program, and shall not include any period of service in a calendar year following the year of the Employee’s Separation from Service.”

5. Section 2.1 of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

6. Section 7.2 of the Plan is deleted in its entirety and, inserting the following, in lieu thereof:

“Following a Change in Control of Ingersoll-Rand plc, any amendment modifying or terminating the Program shall have no force or effect.”

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

IN WITNESS WHEREOF , the Company has had its duly authorized representative sign this Amendment as of July 1, 2009


INGERSOLL-RAND COMPANY

By:		/s/ Barbara A. Santoro
Name:		Barbara A. Santoro
Title:		Vice President & Secretary

Exhibit 10.26

SECOND AMENDMENT

TO THE INGERSOLL-RAND COMPANY

ESTATE ENHANCEMENT PROGRAM

WHEREAS , Ingersoll-Rand Company, a New Jersey corporation, adopted the Ingersoll-Rand Company Estate Enhancement Program (the “Plan”) which was originally effective on September 2, 1997, and subsequently amended and restated effective 1998; and

WHEREAS , Ingersoll-Rand Company preserved the right at any time and from time to time to amend the Plan in accordance with Section 16.01 of the Plan; and

WHEREAS , Ingersoll-Rand Company desires to amend the Plan to reflect that the Irish Reorganization shall not be deemed a “Change in Control” for purposes of the Plan and that on and after the effective date of the Irish Reorganization, a “Change in Control” shall refer solely to Ingersoll-Rand plc.

NOW THEREFORE , the Plan is hereby amended, effective July 1, 2009, as set forth below:

1. Section 2.05 of the Plan, “Change in Control”, is hereby amended by adding the following to the end thereof:

“Further notwithstanding the foregoing provisions of this Section 2.05, or any other provision in this Plan or the Company’s Incentive Stock Plans of 1995 and 1998, as amended, or the Ingersoll-Rand Company Limited Incentive Stock Plan of 2007, none of the transactions contemplated by the Irish Reorganization that are undertaken by (i) Ingersoll-Rand Company Limited or its affiliates prior to, or as of, the effective date of the Irish Reorganization or (ii) Ingersoll-Rand plc or its affiliates on and after the effective date of the Irish Reorganization shall trigger, constitute or be deemed a ‘Change in Control.’ On and after the effective date of the Irish Reorganization, the term ‘Change in Control’ shall refer solely to a ‘Change in Control’ of Ingersoll-Rand plc.”

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

IN WITNESS WHEREOF , the Company has had its duly authorized representative sign this Amendment as of July 1, 2009


INGERSOLL-RAND COMPANY

By:		/s/ Barbara A. Santoro
Name:		Barbara A. Santoro
Title:		Vice President & Secretary

Exhibit 99.1

LOGO

Ingersoll Rand Completes Change in Place of Incorporation

Swords, Ireland, July 1, 2009 —Ingersoll-Rand plc (NYSE:IR), a leader in creating and sustaining safe, comfortable and efficient environments, announced today that it has completed its previously announced reorganization changing the jurisdiction of incorporation of the parent company of Ingersoll Rand from Bermuda to Ireland. The reorganization was completed on July 1, 2009, prior to the opening of trading on the New York Stock Exchange (NYSE).

“Ireland is home to approximately 700 Ingersoll Rand employees operating in manufacturing, sales and corporate roles,” said Herbert L. Henkel, chairman and chief executive officer. “Ingersoll Rand’s Thermo King business has a major manufacturing site in Galway and many of the company’s European Region shared services are based in Swords.

“In addition to its stable economic, legal and regulatory environment, Ireland enjoys strong relationships as a member of the European Union. Ireland also enjoys a long history of international investment and a good network of tax treaties with the United States, the European Union and several other countries where Ingersoll Rand has major operations.”

As a result of the reorganization, the Class A common shareholders of Ingersoll-Rand Company Limited (the Bermuda company) have become ordinary shareholders of Ingersoll-Rand plc (the Irish company) and Ingersoll-Rand Company Limited has become a wholly owned subsidiary of Ingersoll-Rand plc. Shares of Ingersoll-Rand plc will begin trading on the NYSE today under the symbol “IR,” the same symbol under which the Ingersoll-Rand Company Limited Class A common shares previously traded. Ingersoll-Rand plc will continue to be subject to United States Securities and Exchange Commission (SEC) reporting requirements, to prepare its financial statements in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and to report in U.S. dollars.

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

Contact:

Paul Dickard (Media)

(732) 652-6712

Joseph Fimbianti (Analysts)

(732) 652-6718

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INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED,

/s/ Patricia Nachtigal

Patricia Nachtigal