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

       

      BANC
        OF AMERICA SECURITIES LLC,
        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:

              	
                Banc
                  of America Securities LLC

              
	 	
                600
                  Montgomery Street

              
	 	
                San
                  Francisco, CA 94111

              
	 	 
	 	
                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.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (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.

       

      (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.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
              	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.

              


      

      


      
        	
              	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

              


      

       

      Banc
        of America Securities LLC, as
        Dealer

      


      
        	
                By:         

              	
                /s/
                  Robert J. Porter

              
	 	 
	
                Name:   
                  Robert
                  J. Porter

              
	 	 
	
                Title:     
                  Managing
                  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
                  

              


      

       

      
        	 	 	
                Citigroup
                  Global Markets Inc.

              


      

       

      
        	 	 	
                J.P.
                  Morgan Securities Inc.

              


      

       

      
        	 	 	
                Deutsche
                  Bank Securities 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.

              


      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	
              	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:

              


      

      


      (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:

              	
                 

              


      

      

        
          
            
            

          

          
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