Commercial
      Paper Dealer Agreement (4(2) Program; Guaranteed)

     

    Among:

     

    INGERSOLL-RAND
      GLOBAL HOLDING COMPANY LIMITED,
      a
      Bermuda company, as Issuer, 

     

    INGERSOLL-RAND
      COMPANY LIMITED,
      a
      Bermuda company, as Guarantor and

     

    DEUTSCHE
      BANK SECURITIES INC.,
      as
      Dealer

     

    Concerning
      Notes to be issued pursuant to an Issuing and Paying Agency Agreement (the
      “Issuing and

    Paying
      Agency Agreement”), dated as of May 22, 2008, among the Issuer, the Guarantor
      and JPMorgan

    Chase
      Bank, National Association, as Issuing and Paying Agent.

     

    Dated
      as
      of May 22, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Commercial
      Paper Dealer Agreement

    4(2)
      Program; Guaranteed

     

    This
      agreement (the “Agreement”) sets forth the understandings among the Issuer, the
      Guarantor and the Dealer, each named on the cover page hereof, in connection
      with the issuance and sale by the Issuer of its short-term promissory notes
      (the
“Notes”) through the Dealer. 

     

    The
      Guarantor has agreed unconditionally and irrevocably to guarantee payment in
      full of the principal of and interest (if any) on all such Notes of the Issuer,
      pursuant to a guarantee, dated the date hereof, in the form of Exhibit C hereto
      (the “Guarantee”).

     

    Certain
      terms used in this Agreement are defined in Section 6 hereof. 

     

    The
      Addendum to this Agreement, and any Annexes or Exhibits described in this
      Agreement or such Addendum, are hereby incorporated into this Agreement and
      made
      fully a part hereof. 

     

    
      	
              1.

            	
              Offers,
                Sales and Resales of
                Notes.

            


    

    


    
      	
            	1.1.	
              While
                (i) the Issuer has and shall have no obligation to sell the Notes
                to the
                Dealer or to permit the Dealer to arrange any sale of the Notes for
                the
                account of the Issuer, and (ii) the Dealer has and shall have no
                obligation to purchase the Notes from the Issuer or to arrange any
                sale of
                the Notes for the account of the Issuer, the parties hereto agree
                that in
                any case where the Dealer purchases Notes from the Issuer, or arranges
                for
                the sale of Notes by the Issuer, such Notes will be purchased or
                sold by
                the Dealer in reliance on the representations, warranties, covenants
                and
                agreements of the Issuer and the Guarantor contained herein or made
                pursuant hereto and on the terms and conditions and in the manner
                provided
                herein.

            


    

     

    
      	
            	1.2.	
              So
                long as this Agreement shall remain in effect, and in addition to
                the
                limitations contained in Section 1.7 hereof, neither the Issuer nor
                the
                Guarantor shall, without the consent of the Dealer, offer, solicit
                or
                accept offers to purchase, or sell, any Notes except (a) in transactions
                with one or more dealers which may from time to time after the date
                hereof
                become dealers with respect to the Notes by executing with the Issuer
                and
                the Guarantor one or more agreements which contain provisions
                substantially identical to those contained in Section 1 of this Agreement,
                of which the Issuer and the Guarantor hereby undertake to provide
                the
                Dealer prompt notice or (b) in transactions with the other dealers
                listed
                on the Addendum hereto, which are executing agreements with the Issuer
                and
                the Guarantor which contain provisions substantially identical to
                Section
                1 of this Agreement contemporaneously herewith. In no event shall
                the
                Issuer or the Guarantor offer, solicit or accept offers to purchase,
                or
                sell, any Notes directly on its own behalf in transactions with persons
                other than broker-dealers as specifically permitted in this Section
                1.2.

            


    

     

    
      	
            	1.3.	
              The
                Notes shall be in a minimum denomination of $250,000 or integral
                multiples
                of $1,000 in excess thereof, will bear such interest rates, if interest
                bearing, or will be sold at such discount from their face amounts,
                as
                shall be agreed upon by the Dealer and the Issuer, and shall have
                a
                maturity not exceeding 397 days from the date of issuance. 
                The Notes shall not contain any provision for extension, renewal
                or
                automatic “rollover.”

            


    

     

    
      
        
        

      

      
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            	1.4.	
              The
                authentication and issuance of, and payment for, the Notes shall
                be
                effected in accordance with the Issuing and Paying Agency Agreement,
                and
                the Notes shall be either individual physical certificates or book-entry
                notes evidenced by one or more master notes (each, a “Master Note”)
                registered in the name of The Depository Trust Company (“DTC”) or its
                nominee, in the form or forms annexed to the Issuing and Paying Agency
                Agreement.

            


    

     

    
      	
            	1.5.	
              If
                the Issuer and the Dealer shall agree on the terms of the purchase
                of any
                Note by the Dealer or the sale of any Note arranged by the Dealer
                (including, but not limited to, agreement with respect to the date
                of
                issue, purchase price, principal amount, maturity and interest rate
                or
                interest rate index and margin (in the case of interest-bearing Notes)
                or
                discount thereof (in the case of Notes issued on a discount basis),
                and
                appropriate compensation for the Dealer’s services hereunder) pursuant to
                this Agreement, the Issuer shall cause such Note to be issued and
                delivered in accordance with the terms of the Issuing and Paying
                Agency
                Agreement and payment for such Note shall be made by the purchaser
                thereof, either directly or through the Dealer, to the Issuing and
                Paying
                Agent, for the account of the Issuer. Except as otherwise agreed,
                in the
                event that the Dealer is acting as an agent and a purchaser shall
                either
                fail to accept delivery of or make payment for a Note on the date
                fixed
                for settlement, the Dealer shall promptly notify the Issuer, and
                if the
                Dealer has theretofore paid the Issuer for the Note, the Issuer will
                promptly return such funds to the Dealer against its return of the
                Note to
                the Issuer, in the case of a certificated Note, and upon notice of
                such
                failure in the case of a book-entry Note. If such failure occurred
                for any
                reason other than default by the Dealer, the Issuer and the Guarantor
                agree, jointly and severally, to reimburse the Dealer on an equitable
                basis for the Dealer’s loss of the use of such funds for the period such
                funds were credited to the Issuer’s
                account.

            


    

     

    
      	
            	1.6.	
              The
                Dealer, the Issuer and the Guarantor hereby establish and agree to
                observe
                the following procedures in connection with offers, sales and subsequent
                resales or other transfers of the
                Notes:

            


    

     

    
      	 	
              (a)

            	
              Offers
                and sales of the Notes by or through the Dealer shall be made only
                to: (i)
                investors reasonably believed by the Dealer to be Qualified Institutional
                Buyers, Institutional Accredited Investors or Sophisticated Individual
                Accredited Investors and (ii) non-bank fiduciaries or agents that
                will be
                purchasing Notes for one or more accounts, each of which is reasonably
                believed by the Dealer to be an Institutional Accredited Investor
                or
                Sophisticated Individual Accredited
                Investor.

            


    

     

    
      	 	
              (b)

            	
              Resales
                and other transfers of the Notes by the holders thereof shall be
                made only
                in accordance with the restrictions in the legend described in clause
                (e)
                below.

            


    

     

    
      	 	
              (c)

            	
              No
                general solicitation or general advertising shall be used in connection
                with the offering of the Notes. Without limiting the generality of
                the
                foregoing, without the prior written approval of the Dealer, neither
                the
                Issuer nor the Guarantor shall issue any press release or place or
                publish
                any “tombstone” or other advertisement relating to the
                Notes.

            


    

     

    
      
        
        

      

      
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              (d)

            	
              No
                sale of Notes to any one purchaser shall be for less than $250,000
                principal or face amount, and no Note shall be issued in a smaller
                principal or face amount. If the purchaser is a non-bank fiduciary
                acting
                on behalf of others, each person for whom such purchaser is acting
                must
                purchase at least $250,000 principal or face amount of
                Notes.

            


    

     

    
      	 	
              (e)

            	
              Offers
                and sales of the Notes by the Issuer through the Dealer acting as
                agent
                for the Issuer shall be made in accordance with Rule 506 under the
                Securities Act, and shall be subject to the restrictions described
                in the
                legend appearing on Exhibit A hereto. A legend substantially to the
                effect
                of such Exhibit A shall appear as part of the Private Placement Memorandum
                used in connection with offers and sales of Notes hereunder, as well
                as on
                each individual certificate representing a Note and each Master Note
                representing book-entry Notes offered and sold pursuant to this Agreement.
                

            


    

     

    
      	 	
              (f)

            	
              The
                Dealer shall furnish or shall have furnished to each purchaser of
                Notes
                for which it has acted as the dealer a copy of the then-current Private
                Placement Memorandum unless such purchaser has previously received
                a copy
                of the Private Placement Memorandum as then in effect. The Private
                Placement Memorandum shall expressly state that any person to whom
                Notes
                are offered shall have an opportunity to ask questions of, and receive
                information from the Issuer, the Guarantor and the Dealer and shall
                provide the names, addresses and telephone numbers of the persons
                from
                whom information regarding the Issuer and the Guarantor may be
                obtained.

            


    

     

    
      	 	
              (g)

            	
              The
                Issuer and the Guarantor, jointly and severally, agree for the benefit
                of
                the Dealer and each of the holders and prospective purchasers from
                time to
                time of the Notes that, if at any time the Issuer and the Guarantor
                shall
                not be subject to Section 13 or 15(d) of the Exchange Act, the Issuer
                and
                the Guarantor will furnish, upon request and at their expense, to
                the
                Dealer and to holders and prospective purchasers of Notes information
                required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).
                

            


    

     

    
      	 	
              (h)

            	
              In
                the event that any Note offered or to be offered by the Dealer would
                be
                ineligible for resale under Rule 144A, the Issuer shall immediately
                notify
                the Dealer (by telephone, confirmed in writing) of such fact and
                shall
                promptly prepare and deliver to the Dealer an amendment or supplement
                to
                the Private Placement Memorandum describing the Notes that are ineligible,
                the reason for such ineligibility and any other relevant information
                relating thereto.

            


    

     

    
      	 	
              (i)

            	
              The
                Issuer and the Guarantor represent that neither the Issuer nor the
                Guarantor is currently issuing commercial paper in the United States
                market in reliance upon the exemption provided by Section 3(a)(3)
                of the
                Securities Act. The Issuer and the Guarantor agree that if the Issuer
                or
                the Guarantor shall issue commercial paper after the date hereof
                in
                reliance upon such exemption (a) the proceeds from the sale of the
                Notes
                will be segregated from the proceeds of the sale of any such commercial
                paper by being placed in a separate account; (b) the Issuer and the
                Guarantor will institute appropriate corporate procedures to ensure
                that
                the offers and sales of notes issued by the Issuer or the Guarantor,
                as
                the case may be, pursuant to the Section 3(a)(3) exemption are not
                integrated with offerings and sales of Notes hereunder; and (c) the
                Issuer
                and the Guarantor will comply with each of the requirements of Section
                3(a)(3) of the Securities Act in selling commercial paper or other
                short-term debt securities other than the Notes in the United States.
                The
                parties hereto acknowledge that the Guarantor is currently issuing
                commercial paper in the United States market in reliance upon the
                exemption provided by Section 4(2) of the Securities Act (the “Existing
                Program Notes”).

            


    

     

    
      
        
        

      

      
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                (j)

              	
                The
                  Issuer and the Guarantor hereby agree that, not later than 15 days
                  after
                  the first sale of Notes as contemplated by this Agreement, they
                  will file
                  with the SEC a notice on Form D in accordance with Rule 503 under
                  the
                  Securities Act and that they will thereafter file such amendments
                  to such
                  notice as Rule 503 may require.

              


      

       

    

    
      	
            	1.7.	
              Each
                of the Issuer and the Guarantor hereby represents and warrants to
                the
                Dealer, in connection with offers, sales and resales of Notes, as
                follows:

            


    

     

    
      	
            	(a)	
              Other
                than the Existing Program Notes, the Issuer and the Guarantor hereby
                confirm to the Dealer that (except as permitted by Section 1.6(i))
                within
                the preceding six months neither the Issuer nor the Guarantor nor
                any
                person other than the Dealer or the other dealers referred to in
                Section
                1.2 hereof acting on behalf of the Issuer or the Guarantor has offered
                or
                sold any Notes, or any substantially similar security of the Issuer
                or the
                Guarantor (including, without limitation, medium-term notes issued
                by the
                Issuer or the Guarantor), to, or solicited offers to buy any such
                security
                from, any person other than the Dealer or the other dealers referred
                to in
                Section 1.2 hereof. The Issuer and the Guarantor also agree that
                (except
                pursuant to the Existing Program Notes or as permitted by Section
                1.6(i)),
                as long as the Notes are being offered for sale by the Dealer and
                the
                other dealers referred to in Section 1.2 hereof as contemplated hereby
                and
                until at least six months after the offer of Notes hereunder has
                been
                terminated, neither the Issuer nor the Guarantor nor any person other
                than
                the Dealer or the other dealers referred to in Section 1.2 hereof
                (except
                as contemplated by Section 1.2 hereof) will offer the Notes or any
                substantially similar security of the Issuer for sale to, or solicit
                offers to buy any such security from, any person other than the Dealer
                or
                the other dealers referred to in Section 1.2 hereof, it being understood
                that such agreement is made with a view to bringing the offer and
                sale of
                the Notes within the exemption provided by Section 4(2) of the Securities
                Act and Rule 506 thereunder and shall survive any termination of
                this
                Agreement. Each of the Issuer and the Guarantor hereby represents
                and
                warrants that it has not taken or omitted to take, and will not take
                or
                omit to take, any action that would cause the offering and sale of
                Notes
                hereunder to be integrated with any other offering of securities,
                whether
                such offering is made by the Issuer or the Guarantor or some other
                party
                or parties.

            


    

     

    
      	
            	(b)	
              The
                Issuer represents and agrees that the proceeds of the sale of the
                Notes
                are not currently contemplated to be used for the purpose of buying,
                carrying or trading securities within the meaning of Regulation T
                and the
                interpretations thereunder by the Board of Governors of the Federal
                Reserve System. In the event that the Issuer determines to use such
                proceeds for the purpose of buying, carrying or trading securities,
                whether in connection with an acquisition of another company or otherwise,
                the Issuer shall give the Dealer at least five business days’ prior
                written notice to that effect. The Issuer shall also give the Dealer
                prompt notice of the actual date that it commences to purchase securities
                with the proceeds of the Notes. Thereafter, in the event that the
                Dealer
                purchases Notes as principal and does not resell such Notes on the
                day of
                such purchase, to the extent necessary to comply with Regulation
                T and the
                interpretations thereunder, the Dealer will sell such Notes either
                (i)
                only to offerees it reasonably believes to be Qualified Institutional
                Buyers or to Qualified Institutional Buyers it reasonably believes
                are
                acting for other Qualified Institutional Buyers, in each case in
                accordance with Rule 144A or (ii) in a manner which would not cause
                a
                violation of Regulation T and the interpretations
                thereunder.

            


    

     

    
      
        
        

      

      
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              2.

            	
              Representations
                and Warranties of the Issuer and the
                Guarantor.

            


    

    


    Each
      of
      the Issuer and the Guarantor represents and warrants as to itself
      that:

     

    
      	
            	2.1	
              The
                Issuer is a company duly incorporated, validly existing and in good
                standing under the laws of the jurisdiction of its incorporation,
                and has
                all the requisite power and authority to execute, deliver and perform
                its
                obligations under the Notes, this Agreement and the Issuing and Paying
                Agency Agreement.

            


    

     

    
      	
            	2.2	
              The
                Guarantor is a company duly incorporated, validly existing and in
                good
                standing under the laws of the jurisdiction of its incorporation,
                and has
                all the requisite power and authority to execute, deliver and perform
                its
                obligations under the Guarantee, this Agreement and the Issuing and
                Paying
                Agency Agreement.

            


    

     

    
      	
            	2.3	
              This
                Agreement and the Issuing and Paying Agency Agreement have been duly
                authorized, executed and delivered by the Issuer and the Guarantor
                and
                constitute legal, valid and binding obligations of the Issuer and
                the
                Guarantor enforceable against the Issuer and the Guarantor in accordance
                with their terms, subject to applicable bankruptcy, insolvency and
                similar
                laws affecting creditors’ rights generally, and subject, as to
                enforceability, to general principles of equity (regardless of whether
                enforcement is sought in a proceeding in equity or at
                law).

            


    

     

    
      	
            	2.4	
              The
                Notes have been duly authorized, and when issued as provided in the
                Issuing and Paying Agency Agreement, will be duly and validly issued
                and
                will constitute legal, valid and binding obligations of the Issuer
                enforceable against the Issuer in accordance with their terms, subject
                to
                applicable bankruptcy, insolvency and similar laws affecting creditors’
                rights generally, and subject, as to enforceability, to general principles
                of equity (regardless of whether enforcement is sought in a proceeding
                in
                equity or at law).

            


    

     

    
      	
            	2.5	
              The
                Guarantee has been duly authorized, executed and delivered by the
                Guarantor and constitutes the legal, valid and binding obligation
                of the
                Guarantor enforceable against the Guarantor in accordance with its
                terms
                subject to applicable bankruptcy, insolvency or similar laws affecting
                creditors’ rights generally, and subject, as to enforceability, to general
                principles of equity (regardless of whether enforcement is sought
                in a
                proceeding in equity or at law).

            


    

     

    
      
        
        

      

      
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            	2.6	
              The
                offer and sale of the Notes and the Guarantee in the manner contemplated
                hereby do not require registration of the Notes or the Guarantee
                under the
                Securities Act, pursuant to the exemption from registration contained
                in
                Section 4(2) thereof and Regulation D thereunder, and no indenture
                in
                respect of the Notes or the Guarantee is required to be qualified
                under
                the Trust Indenture Act of 1939, as amended.


            


    

     

    
      	
            	2.7	
              The
                Notes and the Guarantee will rank at least pari passu with all other
                unsecured and unsubordinated indebtedness of the Issuer and the Guarantor,
                respectively.

            


    

     

    
      	
            	2.8	
              Except
                as provided in Section 1.6(j) hereof, no consent or action of, or
                filing
                or registration with, any governmental or public regulatory body
                or
                authority, including the SEC, is required to authorize, or is otherwise
                required in connection with the execution, delivery or performance
                of,
                this Agreement, the Notes, the Guarantee or the Issuing and Paying
                Agency
                Agreement, except as may be required by the securities or Blue Sky
                laws of
                the various states in connection with the offer and sale of the Notes,
                provided that the Notes are not issued or registered in Bermuda and
                the
                register of holders of the Notes is not maintained in
                Bermuda.

            


    

     

    
      	
            	2.9	
              Neither
                the execution and delivery of this Agreement, the Guarantee and the
                Issuing and Paying Agency Agreement, nor the issuance of the Notes
                in
                accordance with the Issuing and Paying Agency Agreement, nor the
                fulfillment of or compliance with the terms and provisions hereof
                or
                thereof by the Issuer or the Guarantor, will (i) result in the creation
                or
                imposition of any mortgage, lien, charge or encumbrance of any nature
                whatsoever upon any of the properties or assets which would have
                a
                material adverse effect on the Guarantor and its subsidiaries, taken
                as a
                whole, or (ii) violate or result in a breach or a default under any
                of the
                terms of the charter documents or by-laws of the Issuer or the Guarantor,
                any contract or instrument to which the Issuer or the Guarantor is
                a party
                or by which it or its property is bound, or any law or regulation,
                or any
                order, writ, injunction or decree of any court or government
                instrumentality, to which the Issuer or the Guarantor is subject
                or by
                which it or its property is bound, which breach or default might
                have a
                material adverse effect on the condition (financial or otherwise),
                operations or business prospects of the Guarantor and its subsidiaries,
                taken as a whole, or the ability of the Issuer or the Guarantor to
                perform
                its obligations under this Agreement, the Notes, the Guarantee or
                the
                Issuing and Paying Agency
                Agreement.

            


    

     

    
      	
            	2.10	
              There
                is no litigation or governmental proceeding pending, or to the knowledge
                of the Issuer or the Guarantor threatened, against or affecting the
                Issuer
                or the Guarantor or any of its subsidiaries which might result in
                a
                material adverse change in the condition (financial or otherwise),
                operations or business prospects of the Guarantor and its subsidiaries,
                taken as a whole, or the ability of the Issuer or the Guarantor to
                perform
                its obligations under this Agreement, the Notes, the Guarantee or
                the
                Issuing and Paying Agency
                Agreement.

            


    

     

    
      	
            	2.11	
              Neither
                the Issuer nor the Guarantor is an “investment company” within the meaning
                of the Investment Company Act of 1940, as
                amended.

            


    

     

    
      	
            	2.12	
              Neither
                the Private Placement Memorandum nor the Company Information contains
                any
                untrue statement of a material fact or omits to state a material
                fact
                required to be stated therein or necessary to make the statements
                therein,
                in light of the circumstances under which they were made, not
                misleading.

            


    

     

    
      
        
        

      

      
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            	2.13	
              Each
                (a) issuance of Notes by the Issuer hereunder and (b) amendment or
                supplement of the Private Placement Memorandum shall be deemed a
                representation and warranty by each of the Issuer and the Guarantor
                to the
                Dealer, as of the date thereof, that, both before and after giving
                effect
                to such issuance and after giving effect to such amendment or supplement,
                (i) the representations and warranties given by the Issuer and the
                Guarantor set forth in this Section 2 remain true and correct on
                and as of
                such date as if made on and as of such date, (ii) in the case of
                an
                issuance of Notes, the Notes being issued on such date have been
                duly and
                validly issued and constitute legal, valid and binding obligations
                of the
                Issuer, enforceable against the Issuer in accordance with their terms,
                subject to applicable bankruptcy, insolvency and similar laws affecting
                creditors’ rights generally and subject, as to enforceability, to general
                principles of equity (regardless of whether enforcement is sought
                in a
                proceeding in equity or at law) and are guaranteed pursuant to the
                Guarantee, (iii) in the case of an issuance of Notes, since the date
                of
                the most recent Private Placement Memorandum, there has been no material
                adverse change in the condition (financial or otherwise), operations
                or
                business prospects of the Guarantor and its subsidiaries, taken as
                a
                whole, which has not been disclosed to the Dealer in writing and
                (iv) neither the Issuer nor the Guarantor is in default of any of its
                obligations hereunder or under the Notes, the Guarantee or the Issuing
                and
                Paying Agency Agreement.

            


    

     

    
      	
            	2.14	
              Under
                the laws of Bermuda, neither the Issuer or the Guarantor nor any
                of their
                respective revenues, assets or properties has any right of immunity
                from
                service of process or from the jurisdiction of competent courts of
                Bermuda
                or the United States or the State of New York in connection with
                any suit,
                action or proceeding, attachment prior to judgment, attachment in
                aid of
                execution of a judgment or execution of a judgment or from any other
                legal
                process with respect to its obligations under this Agreement, the
                Issuing
                and Paying Agency Agreement, the Notes or the
                Guarantee.

            


    

     

    
      	
            	2.15	
              Each
                of the Issuer and the Guarantor is permitted to make all payments
                under
                this Agreement, the Issuing and Paying Agency Agreement, the Notes
                and the
                Guarantee, as applicable, to holders of the Notes that are non-residents
                of Bermuda, free and clear of and without deduction or withholding
                for or
                on account of any taxes or other governmental charges imposed by
                Bermuda.
                There is no stamp or documentary tax or other charge imposed by any
                governmental agency having jurisdiction over the Issuer or the Guarantor
                in connection with the execution, delivery, issuance, payment,
                performance, enforcement or introduction into evidence in a court
                of
                Bermuda of this Agreement, the Issuing and Paying Agency Agreement,
                the
                Guarantee or any Note.

            


    

     

    
      	
            	2.16	
              The
                choice of New York law to govern this Agreement, the Issuing and
                Paying
                Agency Agreement, the Guarantee and the Notes is, under the laws
                of
                Bermuda, a valid, effective and irrevocable choice of law, and the
                submission by the Issuer and the Guarantor in Section 7.3 (b) of
                the
                Agreement to the jurisdiction of the courts of the United States
                District
                Court and the State of New York located in the Borough of Manhattan
                is
                valid and binding upon the Issuer and the Guarantor under the laws
                of
                Bermuda.

            


    

     

    
      
        
        

      

      
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            	2.17	
              Any
                final judgment rendered by any court referred to in Section 2.16
                in an
                action to enforce the obligations of the Issuer or the Guarantor
                under
                this Agreement, the Issuing and Paying Agency Agreement, the Notes
                or the
                Guarantee, as applicable, is capable of being enforced in the courts
                of
                Bermuda.

            


    

     

    
      	
            	2.18	
              As
                a condition to the admissibility in evidence of this Agreement, the
                Issuing and Paying Agency Agreement, the Guarantee or the Notes in
                the
                courts of Bermuda, it is not necessary that this Agreement, the Issuing
                and Paying Agency Agreement, the Guarantee or the Notes be filed
                or
                recorded with any court or other
                authority.

            


    

     

    
      	
              3.

            	
              Covenants
                and Agreements of the Issuer and the
                Guarantor.

            


    

     

    Each
      of
      the Issuer and the Guarantor covenants and agrees as to itself
      that:

     

    
      	
            	3.1	
              The
                Issuer and the Guarantor will give the Dealer prompt notice (but
                in any
                event prior to any subsequent issuance of Notes hereunder) of any
                amendment to, modification of or waiver with respect to, the Notes,
                the
                Guarantee or the Issuing and Paying Agency Agreement, including a
                complete
                copy of any such amendment, modification or waiver.
                

            


    

     

    
      	
            	3.2	
              The
                Issuer and the Guarantor shall, whenever there shall occur any change
                in
                the condition (financial or otherwise), operations or business prospects
                of the Issuer or the Guarantor or any development or occurrence in
                relation to the Issuer or the Guarantor that would be material to
                holders
                of the Notes or potential holders of the Notes (including any downgrading
                or receipt of any notice of intended or potential downgrading or
                any
                review for potential change in the rating accorded any of the securities
                of the Issuer or the Guarantor by any nationally recognized statistical
                rating organization which has published a rating of the Notes), promptly,
                and in any event prior to any subsequent issuance of Notes hereunder,
                notify the Dealer (by telephone, confirmed in writing) of such change,
                development or occurrence.

            


    

     

    
      	
            	3.3	
              The
                Issuer and the Guarantor shall from time to time furnish to the Dealer
                such information as the Dealer may reasonably request, including,
                without
                limitation, any press releases or material provided by the Issuer
                or the
                Guarantor to any national securities exchange or rating agency, regarding
                (i) the operations and financial condition of the Issuer or the Guarantor,
                (ii) the due authorization and execution of the Notes and the Guarantee,
                (iii) the Issuer’s ability to pay the Notes as they mature and (iv) the
                Guarantor’s ability to fulfill its obligations under the Guarantee.
                

            


    

     

    
      	
            	3.4	
              The
                Issuer and the Guarantor will take all such action as the Dealer
                may
                reasonably request to ensure that each offer and each sale of the
                Notes
                will comply with any applicable state Blue Sky laws; provided, however,
                that neither the Issuer nor the Guarantor shall be obligated to file
                any
                general consent to service of process or to qualify as a foreign
                corporation in any jurisdiction in which it is not so qualified or
                subject
                itself to taxation in respect of doing business in any jurisdiction
                in
                which it is not otherwise so subject.


            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
            	3.5	
              Neither
                the Issuer nor the Guarantor will be in default of any of its obligations
                hereunder or under the Notes, the Guarantee or the Issuing and Paying
                Agency Agreement, at any time that any of the Notes are
                outstanding.

            


    

     

    
      	
            	3.6	
              The
                Issuer shall not issue Notes hereunder until the Dealer shall have
                received (a) opinion(s) of counsel to the Issuer and the Guarantor,
                addressed to the Dealer, reasonably satisfactory in form and substance
                to
                the Dealer, (b) a copy of the executed Issuing and Paying Agency
                Agreement
                as then in effect, (c) a copy of the executed Guarantee, (d) a copy
                of the
                resolutions adopted by the Boards of Directors of the Issuer and
                the
                Guarantor, reasonably satisfactory in form and substance to the Dealer
                and
                certified by the Secretary or similar officer of the Issuer or the
                Guarantor, as the case may be, authorizing execution and delivery
                by the
                Issuer and the Guarantor of this Agreement, the Issuing and Paying
                Agency
                Agreement, the Guarantee and the Notes and consummation by the Issuer
                and
                the Guarantor of the transactions contemplated hereby and thereby,
                (e)
                prior to the issuance of any book-entry Notes represented by a master
                note
                registered in the name of DTC or its nominee, a copy of the executed
                Letter of Representations among the Issuer, the Guarantor, the Issuing
                and
                Paying Agent and DTC and of the executed master note, (f) prior to
                the
                issuance of any Notes in physical form, a copy of such form (unless
                attached to this Agreement or the Issuing and Paying Agency Agreement)
                and
                (g) such other certificates, opinions, letters and documents as the
                Dealer shall have reasonably
                requested.

            


    

     

    
      	
            	3.7	
              The
                Issuer and the Guarantor, jointly and severally, shall reimburse
                the
                Dealer for all of the Dealer’s out-of-pocket expenses related to this
                Agreement, including expenses incurred in connection with its preparation
                and negotiation, and the transactions contemplated hereby (including,
                but
                not limited to, the printing and distribution of the Private Placement
                Memorandum), and, if applicable, for the reasonable fees and out-of-pocket
                expenses of the Dealer’s counsel.

            


    

     

    
      	
              4.

            	
              Disclosure.

            


    

    


    
      	
            	4.1	
              The
                Private Placement Memorandum and its contents (other than the Dealer
                Information) shall be the sole responsibility of the Issuer and the
                Guarantor. The Private Placement Memorandum shall contain a statement
                expressly offering an opportunity for each prospective purchaser
                to ask
                questions of, and receive answers from, the Issuer and the Guarantor
                concerning the offering of Notes and to obtain relevant additional
                information which the Issuer possesses or can acquire without unreasonable
                effort or expense.

            


    

     

    
      	
            	4.2	
              Each
                of the Issuer and the Guarantor agrees to promptly furnish the Dealer
                the
                Company Information as it becomes available.


            


    

     

    
      	
            	4.3	
              (a)
                Each of the Issuer and the Guarantor further agrees to notify the
                Dealer
                promptly upon the occurrence of any event relating to or affecting
                the
                Issuer or the Guarantor that would cause the Company Information
                then in
                existence to include an untrue statement of a material fact or to
                omit to
                state a material fact necessary in order to make the statements contained
                therein, in light of the circumstances under which they are made,
                not
                misleading. 

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b)
      In
      the event that the Issuer or the Guarantor gives the Dealer notice pursuant
      to
      Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it
      is
      holding in inventory, the Issuer and the Guarantor agree promptly to supplement
      or amend the Private Placement Memorandum so that the Private Placement
      Memorandum, as amended or supplemented, shall not contain an untrue statement
      of
      a material fact or omit to state a material fact necessary in order to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading, and the Issuer and the Guarantor shall make such supplement
      or
      amendment available to the Dealer.

     

    (c)
      In
      the event that (i) the Issuer or the Guarantor gives the Dealer notice pursuant
      to Section 4.3(a), (ii) the Dealer does not notify the Issuer or the
      Guarantor that it is then holding Notes in inventory and (iii) the Issuer
      or the Guarantor chooses not to promptly amend or supplement the Private
      Placement Memorandum in the manner described in clause (b) above, then all
      solicitations and sales of Notes shall be suspended until such time as the
      Issuer and the Guarantor have so amended or supplemented the Private Placement
      Memorandum, and made such amendment or supplement available to the
      Dealer.

     

    (d)
      Without limiting the generality of Section 4.3(a), the Issuer and the Guarantor
      shall review, amend and supplement the Private Placement Memorandum on a
      periodic basis, but no less than at least once annually, to incorporate
current
      financial information of the Issuer and
      the
      Guarantor to the extent necessary to ensure that the information provided in
      the
      Private Placement Memorandum is accurate and complete.

     

    
      	
              5.

            	
              Indemnification
                and Contribution.

            


    

    


    
      	
            	5.1	
              The
                Issuer and the Guarantor, jointly and severally, will indemnify and
                hold
                harmless the Dealer, each individual, corporation, partnership, trust,
                association or other entity controlling the Dealer, any affiliate
                of the
                Dealer or any such controlling entity and their respective directors,
                officers, employees, partners, incorporators, shareholders, servants,
                trustees and agents (hereinafter the “Indemnitees”) against any and all
                liabilities, penalties, suits, causes of action, losses, damages,
                claims,
                costs and expenses (including, without limitation, fees and disbursements
                of counsel) or judgments of whatever kind or nature (each a “Claim”),
                imposed upon, incurred by or asserted against
                the Indemnitees arising out of or based upon (i) any allegation that
                the
                Private Placement Memorandum, the Company Information or any information
                provided by the Issuer or the Guarantor to the Dealer included (as
                of any
                relevant time) or includes an untrue statement of a material fact
                or
                omitted (as of any relevant time) or omits to state any material
                fact
                necessary to make the statements therein, in light of the circumstances
                under which they were made, not misleading or (ii) the breach by
                the
                Issuer or the Guarantor of any agreement, covenant or representation
                made
                in or pursuant to this Agreement. This indemnification shall not
                apply to
                the extent that the Claim arises out of or is based upon Dealer
                Information. 

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
            	5.2	
              Provisions
                relating to claims made for indemnification under this Section 5
                are set
                forth in Exhibit B to this
                Agreement.

            


    

     

    
      	
            	5.3	
              In
                order to provide for just and equitable contribution in circumstances
                in
                which the indemnification provided for in this Section 5 is held
                to be
                unavailable or insufficient to hold harmless the Indemnitees,
                although applicable in accordance with the terms of this Section
                5, the
                Issuer and the Guarantor, jointly and severally, shall contribute
                to the
                aggregate costs incurred by the Dealer in connection with any Claim
                in the
                proportion of the respective economic interests of the Issuer, the
                Guarantor and the Dealer; provided, however, that such contribution
                by the
                Issuer and the Guarantor shall be in an amount such that the aggregate
                costs incurred by the Dealer do not exceed the aggregate of the
                commissions and fees earned by the Dealer hereunder with respect
                to the
                issue or issues of Notes to which such Claim relates. The respective
                economic interests shall be calculated by reference to the aggregate
                proceeds to the Issuer of the Notes issued hereunder and the aggregate
                commissions and fees earned by the Dealer
                hereunder.

            


    

     

    
      	
              6.

            	
              Definitions.

            


    

    


    
      	
            	6.1	
              “Claim”
                shall have the meaning set forth in Section
                5.1.

            


    

     

    
      	
            	6.2	
              “Company
                Information” at any given time shall mean the Private Placement Memorandum
                together with, to the extent applicable, (i) the Guarantor’s most recent
                report on Form 10-K filed with the SEC and each of its reports on
                Form
                10-Q or 8-K filed with the SEC since the most recent Form 10-K, (ii)
                the
                Issuer’s and the Guarantor’s most recent annual audited financial
                statements and each interim financial statement or report prepared
                subsequent thereto, if not included in item (i) above, (iii) the
                Issuer’s
                and the Guarantor’s and their affiliates’ other publicly available recent
                reports, including, but not limited to, any publicly available filings
                or
                reports provided to their respective shareholders, (iv) any other
                information or disclosure prepared pursuant to Section 4.3 hereof
                and (v)
                any information prepared or approved by the Issuer or the Guarantor
                for
                dissemination to investors or potential investors in the
                Notes.

            


    

     

    
      	
            	6.3	
              “Dealer
                Information” shall mean material concerning the Dealer provided by the
                Dealer in writing expressly for inclusion in the Private Placement
                Memorandum.

            


    

     

    
      	
            	6.4	
              “Exchange
                Act” shall mean the U.S. Securities Exchange Act of 1934, as
                amended.

            


    

     

    
      	
            	6.5	
              “Indemnitee”
                shall have the meaning set forth in Section
                5.1.

            


    

     

    
      	
            	6.6	
              “Institutional
                Accredited Investor” shall mean an institutional investor that is an
                accredited investor within the meaning of Rule 501 under the Securities
                Act and that has such knowledge and experience in financial and business
                matters that it is capable of evaluating and bearing the economic
                risk of
                an investment in the Notes, including, but not limited to, a bank,
                as
                defined in Section 3(a)(2) of the Securities Act, or a savings and
                loan
                association or other institution, as defined in Section 3(a)(5)(A)
                of the
                Securities Act, whether acting in its individual or fiduciary
                capacity.

            


    

     

    
      	
            	6.7	
              “Issuing
                and Paying Agency Agreement” shall mean the issuing and paying agency
                agreement described on the cover page of this Agreement, as such
                agreement
                may be amended or supplemented from time to
                time.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
            	6.8	
              “Issuing
                and Paying Agent” shall mean the party designated as such on the cover
                page of this Agreement, as issuing and paying agent under the Issuing
                and
                Paying Agency Agreement, or any successor thereto in accordance with
                the
                Issuing and Paying Agency
                Agreement.

            


    

     

    
      	
            	6.9	
              “Non-bank
                fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank,
                as defined in Section 3(a)(2) of the Securities Act, or (b) a savings
                and
                loan association, as defined in Section 3(a)(5)(A) of the Securities
                Act.

            


    

     

    
      	
            	6.10	
              “Private
                Placement Memorandum” shall mean offering materials prepared in accordance
                with Section 4 (including materials referred to therein or incorporated
                by
                reference therein, if any) provided to purchasers and prospective
                purchasers of the Notes, and shall include amendments and supplements
                thereto which may be prepared from time to time in accordance with
                this
                Agreement (other than any amendment or supplement that has been completely
                superseded by a later amendment or
                supplement).

            


    

     

    
      	
            	6.11	
              “Qualified
                Institutional Buyer” shall have the meaning assigned to that term in Rule
                144A under the Securities Act.

            


    

     

    
      	
            	6.12	
              “Regulation
                D” shall mean Regulation D under the Securities
                Act.

            


    

     

    
      	
            	6.13	
              “Rule
                144A” shall mean Rule 144A under the Securities
                Act.

            


    

     

    
      	
            	6.14	
              “SEC”
                shall mean the U.S. Securities and Exchange
                Commission.

            


    

     

    
      	
            	6.15	
              “Securities
                Act” shall mean the U.S. Securities Act of 1933, as
                amended.

            


    

     

    
      	
            	6.16	
              “Sophisticated
                Individual Accredited Investor” shall mean an individual who (a) is
                an accredited investor within the meaning of Regulation D under the
                Securities Act and (b) based on his or her pre-existing relationship
                with
                the Dealer, is reasonably believed by the Dealer to be a sophisticated
                investor (i) possessing such knowledge and experience (or represented
                by a
                fiduciary or agent possessing such knowledge and experience) in financial
                and business matters that he or she is capable of evaluating and
                bearing
                the economic risk of an investment in the Notes and (ii) having not
                less
                than $5 million in investments (as defined, for purposes of this
                section,
                in Rule 2a51-1 under the Investment Company Act of 1940, as
                amended).

            


    

     

    
      	
              7.

            	
              General
                

            


    

    


    
      	
            	7.1	
              Unless
                otherwise expressly provided herein, all notices under this Agreement
                to
                parties hereto shall be in writing and shall be effective when received
                at
                the address of the respective party set forth
                below.

            


    

     

    If
      to the
      Issuer:     Ingersoll-Rand
      Global Holding Company Limited

    Attention:
      Corporate
      Treasury

    800-E
      Beaty Street

    Davidson,
      NC 28036

    


    Telephone:
      (704) 655-5709

    Facsimile:
      (866) 446-1391

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


       
      If to the Guarantor:    Ingersoll-Rand
      Company Limited

    Attention:
      Corporate
      Treasury

    800-E
      Beaty Street

    Davidson,
      NC 28036

    


    Telephone:
      (704) 655-5709

    Facsimile:
      (866) 446-1391

    


       
      If to the Dealer:         
Deutsche
      Bank Securities Inc.

    60
      Wall
      Street 

    New
      York,
      NY 10005

    


    Attention:
      

    


    Telephone: 

    Facsimile: 

     

    
      	
            	7.2	
              This
                Agreement shall be governed by and construed in accordance with the laws
                of the State of New York, without regard to its conflict of laws
                provisions.

            


    

     

    
      	
            	7.3	
              (a) Each
                of the Issuer and the Guarantor agrees that any suit, action or proceeding
                brought by the Issuer or the Guarantor against the Dealer in connection
                with or arising out of this Agreement, the Guarantee or the Notes
                or the
                offer and sale of the Notes shall be brought solely in the United
                States
                federal courts located in the Borough of Manhattan or the courts
                of the
                State of New York located in the Borough of Manhattan. EACH OF THE
                DEALER,
                THE ISSUER AND THE GUARANTOR WAIVES ITS RIGHT TO TRIAL BY JURY IN
                ANY
                SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE
                TRANSACTIONS CONTEMPLATED HEREBY.

            


    

     

    (b) Each
      of
      the Issuer and the Guarantor hereby irrevocably accepts and submits to the
      non-exclusive jurisdiction of each of the aforesaid courts in personam,
      generally and unconditionally, for itself and in respect of its properties,
      assets and revenues, with respect to any suit, action or proceeding in
      connection with or arising out of this Agreement, the Guarantee or the Notes
      or
      the offer and sale of the Notes.

     

    (c) Each
      of
      the Issuer and the Guarantor hereby irrevocably designates, appoints and
      empowers Ingersoll-Rand Company, with offices at 155 Chestnut Ridge Road,
      Montvale, New Jersey 07645, as its designee, appointee and agent to receive,
      accept and acknowledge for and on its behalf, and its properties, assets and
      revenues, service for any and all legal process, summons, notices and documents
      which may be served in any such action, suit or proceeding brought in the courts
      listed in Section 7.3(a) which may be made on such designee, appointee and
      agent
      in accordance with legal procedures prescribed for such courts, with respect
      to
      any suit, action or proceeding in connection with or arising out of this
      Agreement, the Notes or the Guarantee or the offer and sale of the Notes. If
      for
      any reason such designee, appointee and agent hereunder shall cease to be
      available to act as such, the Issuer and the Guarantor agrees to designate
      a new
      designee, appointee and agent in The City of New York on the terms and for
      the
      purposes of this Section 7.3 satisfactory to the Dealer. Each of the Issuer
      and
      the Guarantor further hereby irrevocably consents and agrees to the service
      of
      any and all legal process, summons, notices and documents out of any of the
      aforesaid courts in any such action, suit or proceeding by serving a copy
      thereof upon the agent for service of process referred to in this Section 7.3
      (whether or not the appointment of such agent shall for any reason prove to
      be
      ineffective or such agent shall accept or acknowledge such service) or by
      mailing copies thereof by registered or certified airmail, postage prepaid,
      to
      it at its address specified in or designated pursuant to this Agreement. Each
      of
      the Issuer and the Guarantor agrees that the failure of any such designee,
      appointee and agent to give any notice of such service to it shall not impair
      or
      affect in any way the validity of such service or any judgment rendered in
      any
      action or proceeding based thereon. Nothing herein shall in any way be deemed
      to
      limit the ability of the holders of any Notes or the Dealer to serve any such
      legal process, summons, notices and documents in any other manner permitted
      by
      applicable law or to obtain jurisdiction over the undersigned or bring actions,
      suits or proceedings against the undersigned in such other jurisdictions, and
      in
      such other manner, as may be permitted by applicable law. Each of the Issuer
      and
      the Guarantor hereby irrevocably and unconditionally waives any objection which
      it may now or hereafter have to the laying of venue of any of the aforesaid
      actions, suits or proceedings arising out of or in connection with this
      Agreement brought in the courts listed in Section 7.3(a) and hereby further
      irrevocably and unconditionally waives and agrees not to plead or claim in
      any
      such court that any such action, suit or proceeding brought in any such court
      has been brought in an inconvenient forum.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (d) To
      the
      extent that the Issuer or the Guarantor or any of their respective properties,
      assets or revenues may have or may hereafter become entitled to, or have
      attributed to them, any right of immunity, on the grounds of sovereignty or
      otherwise, from any legal action, suit or proceeding in connection with or
      arising out of this Agreement, the Guarantee or the Notes or the offer and
      sale
      of the Notes, from the giving of any relief in any thereof, from setoff or
      counterclaim, from the jurisdiction of any court, from service of process,
      from
      attachment upon or prior to judgment, from attachment in aid of execution of
      judgment, or from execution of judgment, or other legal process or proceeding
      for the giving of any relief or for the enforcement of any judgment, in any
      jurisdiction in which proceeding may at any time be commenced, with respect
      to
      its obligations, liabilities or any other matter under or arising out of or
      in
      connection with this Agreement, the Issuing and Paying Agency Agreement, the
      Guarantee or the Notes, it hereby irrevocably and unconditionally waives, and
      agrees for the benefit of the Dealer and any holder from time to time of the
      Notes not to plead or claim, any such immunity, and consents to such relief
      and
      enforcement.

     

    
      	
            	7.4	
              This
                Agreement may be terminated, at any time, by the Issuer, upon one
                business
                day’s prior notice to such effect to the Dealer, or by the Dealer upon
                one
                business day’s prior notice to such effect to the Issuer. Any such
                termination, however, shall not affect the obligations of the Issuer
                and
                the Guarantor under Sections 3.7, 5 and 7.3 hereof or the respective
                representations, warranties, agreements, covenants, rights or
                responsibilities of the parties made or arising prior to the termination
                of this Agreement. 

            


    

     

    
      	
            	7.5	
              This
                Agreement is not assignable by any party hereto without the written
                consent of the other parties; provided, however, that the Dealer
                may
                assign its rights and obligations under this Agreement to any affiliate
                of
                the Dealer.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
            	7.6	
              This
                Agreement may be signed in any number of counterparts, each of which
                shall
                be an original, with the same effect as if the signatures thereto
                and
                hereto were upon the same
                instrument.

            


    

     

    
      	
            	7.7	
              This
                Agreement is for the exclusive benefit of the parties hereto, and
                their
                respective permitted successors and assigns hereunder, and shall
                not be
                deemed to give any legal or equitable right, remedy or claim to any
                other
                person whatsoever; provided,
                however,
                that Sections 7.3(b), (c) and (d), Section 7.8 and Section 8 are
                hereby
                specifically and exclusively acknowledged to also be for the benefit
                of
                the holders from time to time of the Notes, as third-party
                beneficiaries.

            


    

     

    
      	
            	7.8	
              (a) Any
                payments to the Dealer hereunder or to any holder from time to time
                of
                Notes shall be in United States dollars and shall be free of all
                withholding and other taxes and of all other governmental charges
                of any
                nature whatsoever imposed by the jurisdiction in which the Issuer
                or the
                Guarantor is located. In the event any withholding is required by
                law in
                Bermuda, the Issuer and the Guarantor, jointly and severally, agree
                to (i)
                pay the same and, subject to the exceptions set forth in Article
                8 for
                which additional amounts will not be paid, (ii) pay such additional
                amounts (as defined in Article 8) to the Dealer or any such holder
                which,
                after deduction of any such withholding, or other taxes or governmental
                charges of any nature whatsoever imposed with respect to the payment
                of
                such additional amount, shall equal the amount withheld pursuant
                to clause
                (i). The Issuer and the Guarantor, jointly and severally, will promptly
                pay any stamp duty or other similar taxes or governmental charges
                payable
                in connection with the execution, delivery, payment or performance
                of this
                Agreement, the Issuing and Paying Agency Agreement, the Guarantee
                or the
                Notes and shall indemnify and hold harmless the Dealer and each holder
                of
                Notes from all liabilities arising from any failure to pay, or delay
                in
                paying, such taxes or charges.

            


    

     

    (b) Each
      of
      the Issuer and the Guarantor agrees to indemnify and hold harmless the Dealer
      and each holder from time to time of Notes against any loss incurred by the
      Dealer or such holder as a result of any judgment or order being given or made
      for any amount due hereunder or under the Notes or the Guarantee and such
      judgment or order being expressed and paid in a currency (the “Judgment
      Currency”) other than United States dollars and as a result of any variation as
      between (i) the rate of exchange at which the United States dollar amount is
      converted into the Judgment Currency for the purpose of such judgment or order,
      and (ii) the rate of exchange at which the Dealer or such holder is able to
      purchase United States dollars with the amount of Judgment Currency actually
      received by the Dealer or such holder. The foregoing indemnity shall constitute
      separate and independent obligation of the Issuer and the Guarantor and shall
      continue in full force and effect notwithstanding any such judgment or order
      as
      aforesaid. The term “rate of exchange” shall include any premiums and costs of
      exchange payable in connection with the purchase of, or conversion into, the
      relevant currency.

     

    
      	
            	7.9	
              The
                Issuer and the Guarantor acknowledge and agree that the Dealer is
                acting
                solely in the capacity of an arm's length contractual counterparty
                to the
                Issuer and the Guarantor with respect to the offering of the Notes
                contemplated hereby (including in connection with determining the
                price
                and terms of the offering) and not as a financial advisor or a fiduciary
                to, or an agent of (except to the extent explicitly set forth herein),
                the
                Issuer, the Guarantor or any other person. The Dealer has not assumed
                an
                advisory or fiduciary responsibility in favor of the Issuer or the
                Guarantor with respect to the offering contemplated hereby or the
                process
                leading thereto (irrespective of whether the Dealer has advised or
                is
                currently advising the Issuer or the Guarantor on other matters)
                or any
                other obligation to the Issuer or the Guarantor except the obligations
                expressly set forth in this Agreement. Additionally, the Dealer is
                not
                advising the Issuer, the Guarantor or any other person as to any
                legal,
                tax, investment, accounting or regulatory matters in any jurisdiction.
                The
                Issuer and the Guarantor shall consult with its own advisors concerning
                such matters and shall be responsible for making its own independent
                investigation and appraisal of the transactions contemplated hereby,
                and
                the Dealer shall have no responsibility or liability to the Issuer
                or the
                Guarantor with respect thereto. Any review by the Dealer of the Issuer
                or
                the Guarantor, the transactions contemplated hereby or other matters
                relating to such transactions will be performed solely for the benefit
                of
                the Dealer and shall not be on behalf of the Issuer or the
                Guarantor.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
            	7.10	
              This
                Agreement supersedes all prior agreements and understandings (whether
                written or oral) between the Issuer and the Dealer with respect to
                the
                subject matter hereof.

            


    

     

    
      	
              8.

            	
              Taxes
                and Withholdings

            


    

    


    All
      payments made by the Issuer and the Guarantor in respect of the Notes to the
      holder of any of the Notes or to the Dealer (collectively referred to as a
      "Payment Recipient") shall be paid without set-off or counterclaim and free
      and
      clear of, and without deduction or withholding for or on account of, any present
      or future tax, assessment or other governmental charge or any interest or
      penalty thereon imposed, levied, collected, assessed or required to be deducted,
      withheld or paid by or for the account of Bermuda only or any taxing authority
      or political subdivision thereof or therein (collectively a "Tax") unless the
      Issuer or the Guarantor, as the case may be, is required to withhold or deduct
      Tax by law or by the interpretation or administration thereof. If any such
      Tax
      is required by law to be withheld or deducted from any such payment, the Issuer
      and the Guarantor shall pay such additional amounts ("Additional Amounts")
      as
      may be necessary so that the net amount received by a Payment Recipient after
      such withholding or deduction will equal the amount that such Payment Recipient
      would have received if such Tax had not been required to be withheld or
      deducted; provided that no Additional Amounts will be payable with respect
      to a
      payment made to a Payment Recipient to the extent:

     

    (a)
      that
      any such Tax is imposed or withheld solely by reason of the existence of any
      present or former connection (other than the mere fact of a Payment Recipient
      owning such Notes or, in the case of the Dealer, becoming a party to this
      Agreement) between such Payment Recipient (or between a fiduciary, settler,
      beneficiary or person holding a power over such Payment Recipient, if such
      Payment Recipient is an estate or trust, or a member of such Payment Recipient,
      if such Payment Recipient is a partnership or limited liability company) and
      the
      taxing authority imposing such Tax ;

    


    (b)
      of
      any estate, inheritance, gift, sales, transfer, personal property or excise
      Tax
      or any similar Tax;

    


    (c)
      that
      any such Tax would not have been so imposed but for the presentation, surrender
      or demand by the Payment Recipient for payment on a date more than 30 days
      after
      the date on which such payment became due and payable;

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (d)
      that
      any such Tax is payable by any method other than withholding or deduction from
      payments of principal (or amounts in respect thereof) and/or interest on the
      Notes or payments to a Payment Recipient;

    


    (e)
      that
      any such Tax would not have been so imposed but for the failure by the Payment
      Recipient to make a valid declaration of non-residence or other similar claim
      for exemption (provided that the Payment Recipient is entitled to make such
      declaration or claim), if (i) such compliance is required or imposed by statute,
      treaty, regulations, ruling or administrative practice of the relevant taxing
      authority as a precondition to, an exemption from, or reduction in, the relevant
      Tax and (ii) at least 60 days prior to the first payment date with respect
      to
      which the Issuer or Guarantor shall apply this subclause (e), the Issuer or
      the
      Guarantor shall have notified all Payment Recipients in writing that they shall
      be required to provide such declaration or claim; or

    


    (f)
      any
      combination of items (a), (b), (c), (d) and (e).

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the date and year first above written.

     

     

    Ingersoll-Rand
      Global Holding Company Limited, as Issuer 

    


    
      	
              By:

            	
              /s/
                Barbara L. Brasier

            


    

    


    Name:  
      Barbara L. Brasier 

    


    Title:    
      Vice
      President & Treasurer

     

    


    Ingersoll-Rand
      Company Limited, as Guarantor

     

    
      	
              By:

            	
              /s/
                Barbara L. Brasier

            


    

    


    Name:  
      Barbara L. Brasier 

    


    Title:    
      Vice
      President & Treasurer

    


     

    Deutsche
      Bank Securities Inc., as
      Dealer

    


    
      	
              By:

            	
              /s/
                Vaughn Smith

            


    

    


    Name:  
      Vaughn
      Smith

    


    Title:    
      Director

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Addendum

     

    The
      following additional clauses shall apply to the Agreement and be deemed a part
      thereof.

     

    
      	 	
              1.

            	
              The
                other dealers referred to in Section 1.2(b) of the Agreement are
                

            


    

     

    
      	 	 	
              J.P.
                Morgan Securities Inc.

            


    

     

    
      	 	 	
              Banc
                of America Securities LLC

            


    

     

    
      	 	 	
              Citigroup
                Global Markets Inc.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    Form
      of Legend for Private Placement Memorandum and Notes

     

    THE
      NOTES
      AND THE GUARANTEE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS
      AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE
      SECURITIES LAWS. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED
      TO
      REPRESENT THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS
      RELATING TO THE ISSUER, THE GUARANTOR, THE NOTES AND THE GUARANTEE, (II) IT
      IS
      NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND (III) IT
      IS
      EITHER (A)(1) AN INSTITUTIONAL INVESTOR OR SOPHISTICATED INDIVIDUAL INVESTOR
      THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE
      ACT
      AND WHICH, IN THE CASE OF AN INDIVIDUAL, (i) POSSESSES SUCH KNOWLEDGE AND
      EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF
      EVALUATING AND BEARING THE ECONOMIC RISK OF AN INVESTMENT IN THE NOTES AND
      (ii)
      HAS NOT LESS THAN $5 MILLION IN INVESTMENTS (AN “INSTITUTIONAL ACCREDITED
      INVESTOR” OR “SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR”, RESPECTIVELY) AND
      (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION
      3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION
      (AS
      DEFINED IN SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY
      CAPACITY OR (iii) A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND
      LOAN ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH
      ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR OR SOPHISTICATED
      INDIVIDUAL ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL BUYER (“QIB”)
      WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS
      OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS IS A QIB; AND
      THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY UPON THE
      EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED
      BY
      RULE 144A. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE
      DEEMED TO AGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY
      (A)
      IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER (1) TO THE
      ISSUER OR TO A PLACEMENT AGENT DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT
      FOR
      THE NOTES (COLLECTIVELY, THE “PLACEMENT AGENTS”), NONE OF WHICH SHALL HAVE ANY
      OBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TO AN
      INSTITUTIONAL ACCREDITED INVESTOR, SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR
      OR A QIB, OR (3) TO A QIB IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE
      144A AND (B) IN MINIMUM AMOUNTS OF $250,000.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

     

    Further
      Provisions Relating to Indemnification

     

    
      	
              (a)

            	
              The
                Issuer and the Guarantor, jointly and severally, agree to reimburse
                each
                Indemnitee for all expenses (including reasonable fees and disbursements
                of internal and external counsel) as they are incurred by it in connection
                with investigating or defending any loss, claim, damage, liability
                or
                action in respect of which indemnification may be sought under Section
                5
                of the Agreement (whether or not it is a party to any such
                proceedings).

            


    

     

    
      	
              (b)

            	
              Promptly
                after receipt by an Indemnitee of notice of the existence of a Claim,
                such
                Indemnitee will, if a claim in respect thereof is to be made against
                the
                Issuer or the Guarantor, notify the Issuer or the Guarantor in writing
                of
                the existence thereof; provided that (i) the omission to so notify
                the
                Issuer or the Guarantor will not relieve it from any liability which
                it
                may have hereunder unless and except to the extent it did not otherwise
                learn of such Claim and such failure results in the forfeiture by
                it of
                substantial rights and defenses, and (ii) the omission to so notify
                the
                Issuer or the Guarantor will not relieve it from liability which
                it may
                have to an Indemnitee otherwise than on account of this indemnity
                agreement. In case any such Claim is made against any Indemnitee
                and it
                notifies the Issuer or the Guarantor of the existence thereof, the
                Issuer
                and the Guarantor will be entitled to participate therein, and to
                the
                extent that it may elect by written notice delivered to the Indemnitee,
                to
                assume the defense thereof, with counsel reasonably satisfactory
                to such
                Indemnitee; provided that if the defendants in any such Claim include
                both
                the Indemnitee and either the Issuer or the Guarantor or both, and
                the
                Indemnitee shall have concluded that there may be legal defenses
                available
                to it which are different from or additional to those available to
                the
                Issuer or the Guarantor, neither the Issuer nor the Guarantor shall
                have
                the right to direct the defense of such Claim on behalf of such
                Indemnitee, and the Indemnitee shall have the right to select separate
                counsel to assert such legal defenses on behalf of such Indemnitee.
                Upon
                receipt of notice from the Issuer to such Indemnitee of the election
                of
                the Issuer and the Guarantor to assume the defense of such Claim
                and
                approval by the Indemnitee of counsel, the Issuer and the Guarantor
                will
                not be liable to such Indemnitee for expenses incurred thereafter
                by the
                Indemnitee in connection with the defense thereof (other than reasonable
                costs of investigation) unless (i) the Indemnitee shall have employed
                separate counsel in connection with the assertion of legal defenses
                in
                accordance with the proviso to the next preceding sentence (it being
                understood, however, that neither the Issuer nor the Guarantor shall
                be
                liable for the expenses of more than one separate counsel (in addition
                to
                any local counsel in the jurisdiction in which any Claim is brought),
                approved by the Dealer, representing the Indemnitee who is party
                to such
                Claim), (ii) the Issuer and the Guarantor shall not have employed
                counsel
                reasonably satisfactory to the Indemnitee to represent the Indemnitee
                within a reasonable time after notice of existence of the Claim or
                (iii)
                the Issuer or the Guarantor has authorized in writing the employment
                of
                counsel for the Indemnitee. The indemnity, reimbursement and contribution
                obligations of the Issuer and the Guarantor hereunder shall be in
                addition
                to any other liability the Issuer or the Guarantor may otherwise
                have to
                an Indemnitee and shall be binding upon and inure to the benefit
                of any
                successors, assigns, heirs and personal representatives of the Issuer,
                the
                Guarantor and any Indemnitee. Each of the Issuer and the Guarantor
                agrees
                that without the Dealer’s prior written consent, it will not settle,
                compromise or consent to the entry of any judgment in any Claim in
                respect
                of which indemnification may be sought under the indemnification
                provision
                of the Agreement (whether or not the Dealer or any other Indemnitee
                is an
                actual or potential party to such Claim), unless such settlement,
                compromise or consent (i) includes an unconditional release of each
                Indemnitee from all liability arising out of such Claim and (ii)
                does not
                include a statement as to or an admission of fault, culpability or
                failure
                to act, by or on behalf of any
                Indemnitee.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Exhibit
      C 

     

    Form
      of Guarantee

     

    GUARANTEE

     

    GUARANTEE,
      dated as of May 22, 2008, of Ingersoll-Rand Company Limited, a corporation
      organized under the laws of Bermuda (the “Guarantor”).

     

    The
      Guarantor, for value received, hereby agrees as follows for the benefit of
      the
      holders from time to time of the Notes hereinafter described:

     

    
      	 	
              1.

            	
              The
                Guarantor irrevocably guarantees payment in full, as and when the
                same
                becomes due and payable, of the principal of and interest, if any,
                on the
                promissory notes (the “Notes”) issued by Ingersoll-Rand Global Holding
                Company Limited, a
                Bermuda corporation and a wholly-owned subsidiary of the Guarantor
                (the
                “Issuer”), from time to time pursuant to the Issuing and Paying Agency
                Agreement, dated as of May 22, 2008, as the same may be amended,
                supplemented or modified from time to time, among the Issuer , the
                Guarantor and JPMorgan Chase Bank, National Association (the
                “Agreement”).

            


    

     

    
      	 	
              2.

            	
              The
                Guarantor’s obligations under this Guarantee shall be unconditional,
                irrespective of the validity or enforceability of any provision of
                the
                Agreement or the Notes.

            


    

     

    
      	 	
              3.

            	
              This
                Guarantee is a guaranty of the due and punctual payment
                (and not merely of collection) of the
                principal of and interest, if any, on the Notes by the Guarantor
                and shall
                remain in full force and effect until all amounts have been validly,
                finally and irrevocably
                paid in full, and shall not be affected in any way by any circumstance
                or
                condition whatsoever, including without limitation (a) the absence of
                any action to obtain such amounts from the Issuer, (b) any variation,
                extension, waiver, compromise or release of any or all of the obligations
                of the Issuer under the Agreement of the Notes or of any collateral
                security therefore or (c) any change in the existence or structure
                of, or the bankruptcy or insolvency of, the Issuer or by any other
                circumstance (other than by complete, irrevocable payment) that might
                otherwise constitute a legal or equitable discharge or defense of
                a
                guarantor or surety. The Guarantor waives all requirements as to
                diligence, presentment, demand for payment, protest and notice of
                any kind
                with respect to the Agreement and the
                Notes.

            


    

     

    
      	 	
              4.

            	
              In
                the event of a default in payment of principal of or interest on
                any
                Notes, the holders of such Notes, may institute legal proceedings
                directly
                against the Guarantor to enforce this Guarantee without first proceeding
                against the Issuer.

            


    

     

    
      	 	
              5.

            	
              This
                Guarantee shall remain in full force and effect or shall be reinstated
                (as
                the case may be) if at any time any payment by the Issuer of the
                principal
                of or interest, if any, on the Notes, in whole or in part, is rescinded
                or
                must otherwise be returned by the holder upon the insolvency, bankruptcy
                or reorganization of the Issuer or otherwise, all as though such
                payment
                had not been made.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.

            	
              This
                Guarantee shall be governed by and construed in accordance with the
                laws
                of the State of New York.

            


    

     

    
      	
            	7.	
              (a)
                The Guarantor hereby irrevocably accepts and submits to the non-exclusive
                jurisdiction of the United States federal courts located in the Borough
                of
                Manhattan and the courts of the State of New York located in the
                Borough
                of Manhattan.

            


    

     

    
      	 	 	
              (b)
                The Guarantor hereby irrevocably designates, appoints and empowers
                Ingersoll-Rand Company , with offices at 155 Chestnut Ridge Road,
                Montvale, New Jersey 07645w York, as its designee, appointee and
                agent to
                receive, accept and acknowledge for and on its behalf, and its properties,
                assets and revenues, service for any and all legal process, summons,
                notices and documents which may be served in any such action, suit
                or
                proceeding brought in the courts listed in Section 7(a) which may
                be made
                on such designee, appointee and agent in accordance with legal procedures
                prescribed for such courts, with respect to any suit, action or proceeding
                in connection with or arising out of this Guarantee. If for any reason
                such designee, appointee and agent hereunder shall cease to be available
                to act as such, the Guarantor agrees to designate a new designee,
                appointee and agent in the City of New York on the terms and for
                the
                purposes of this Section 7 satisfactory to the Dealer. The Guarantor
                further hereby irrevocably consents and agrees to the service of
                any and
                all legal process, summons, notices and documents out of any of the
                aforesaid courts in any such action, suit or proceeding by serving
                a copy
                thereof upon the agent for service of process referred to in this
                Section
                7 (whether or not the appointment of such agent shall for any reason
                prove
                to be ineffective or such agent shall accept or acknowledge such
                service)
                or by mailing copies thereof by registered or certified airmail,
                postage
                prepaid, to it at its address specified in or designated pursuant
                to this
                Guarantee. The Guarantor agrees that the failure of any such designee,
                appointee and agent to give any notice of such service to it shall
                not
                impair or affect in any way the validity of such service or any judgment
                rendered in any action or proceeding based thereon. Nothing herein
                shall
                in any way be deemed to limit the ability of the holders of any Notes
                to
                serve any such legal process, summons, notices and documents in any
                other
                manner permitted by applicable law or to obtain jurisdiction over
                the
                undersigned or bring actions, suits or proceedings against the undersigned
                in such other jurisdictions, and in such other manner, as may be
                permitted
                by applicable law. The Guarantor hereby irrevocably and unconditionally
                waives any objection which it may now or hereafter have to the laying
                of
                venue of any of the aforesaid actions, suits or proceedings arising
                out of
                or in connection with this Agreement brought in the courts listed
                in
                Section 7(a) and hereby further irrevocably and unconditionally waives
                and
                agrees not to plead or claim in any such court that any such action,
                suit
                or proceeding brought in any such court has been brought in an
                inconvenient forum.

            


    

     

    
      	
            	8.	
              All
                payments made by the Guarantor under this Guarantee to any holder
                of Notes
                (such holders collectively referred to as a "Payment Recipient")
                shall be
                paid without set-off or counterclaim and free and clear of, and without
                deduction or withholding for or on account of, any present or future
                tax,
                assessment or other governmental charge or any interest or penalty
                thereon
                imposed, levied, collected, assessed or required to be deducted,
                withheld
                or paid by or for the account of Bermuda only or any taxing authority
                or
                political subdivision thereof or therein (collectively a "Tax") unless
                the
                Guarantor is required to withhold or deduct Tax by law or by the
                interpretation or administration thereof. If any such Tax is required
                by
                law to be withheld or deducted from any such payment, the Guarantor
                shall
                pay such additional amounts ("Additional Amounts") as may be necessary
                so
                that the net amount received by a Payment Recipient after such withholding
                or deduction will equal the amount that such Payment Recipient would
                have
                received if such Tax had not been required to be withheld or deducted;
                provided that no Additional Amounts will be payable with respect
                to a
                payment made to a Payment Recipient to the
                extent:

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    (a)
      that
      any such Tax is imposed or withheld solely by reason of the existence of any
      present or former connection (other than the mere fact of a Payment Recipient
      owning such Notes) between such Payment Recipient (or between a fiduciary,
      settler, beneficiary or person holding a power over such Payment Recipient,
      if
      such Payment Recipient is an estate or trust, or a member of such Payment
      Recipient, if such Payment Recipient is a partnership or limited liability
      company) and the taxing authority imposing such Tax ;

    


    (b)
      of
      any estate, inheritance, gift, sales, transfer, personal property or excise
      Tax
      or any similar Tax;

    


    (c)
      that
      any such Tax would not have been so imposed but for the presentation, surrender
      or demand by the Payment Recipient for payment on a date more than 30 days
      after
      the date on which such payment became due and payable;

    


    (d)
      that
      any such Tax is payable by any method other than withholding or deduction from
      payments of principal (or amounts in respect thereof) and/or interest on the
      Notes or payments to a Payment Recipient;

    


    (e)
      that
      any such Tax would not have been so imposed but for the failure by the Payment
      Recipient to make a valid declaration of non-residence or other similar claim
      for exemption (provided that the Payment Recipient is entitled to make such
      declaration or claim), if (i) such compliance is required or imposed by statute,
      treaty, regulations, ruling or administrative practice of the relevant taxing
      authority as a precondition to, an exemption from, or reduction in, the relevant
      Tax and (ii) at least 60 days prior to the first payment date with respect
      to
      which the Guarantor shall apply this subclause (e), the Guarantor shall have
      notified all Payment Recipients in writing that they shall be required to
      provide such declaration or claim; or

    


    (f)
      any
      combination of items (a), (b), (c), (d) and (e).

     

    IN
      WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed
      as
      of the day and year first above written.

     

    
      	
              INGERSOLL-RAND

              COMPANY
                LIMITED

            
	 
	
              By:

            	    



    

     

    
      
        
        

      

      
        25