Unassociated Document


    


    June
      5,
      2008

    


    Mr.
      Didier Teirlinck

    Avenue
      de
      la Chenaie 85 

    Brussels
      B-1180  

    Belgium

    


    Dear
      Didier,

    


    Congratulations
      on your promotion to Senior Vice President and President Climate Control
      Technologies effective June 5, 2008. Upon completion of the necessary U.S.
      work
      permits and authorizations, your official location will be transferred from
      Brussels to Bridgeton, MO. The following summarizes the impact of the promotion
      on your compensation and benefits.

    


    
      	
              1.

            	
              Your
                starting base salary will be at an annual rate of $500,000 (five
                hundred
                thousand U.S. dollars) paid monthly. This will be effective June
                1,
                2008.

            


    

    


    
      	
              2.

            	
              Your
                AIM annual target opportunity has been increased to 90% of base salary.
                Actual AIM awards depend upon your performance, the performance of
                your
                Sector and the performance of Ingersoll-Rand Company Limited. For
                performance year 2008, this variable pay target will be pro-rated
                based on
                six months as head of Climate Control-ESA and six months as Sector
                President, Climate Control
                Technologies.

            


    

    


    
      	
              3.

            	
              Your
                annual 2008 stock option award target opportunity (payable February
                2009)
                has been increased to 100% of base salary. Annual stock option awards
                are
                contingent on and variable with your performance and the Company’s
                financial performance, specifically, earnings per share against plan.
                For
                the 2008 performance year, your award will be will be pro-rated based
                on
                six months as head of Climate Control-ESA and six months as Sector
                President, Climate Control
                Technologies.

            


    

    


    
      	
              4.

            	
              Your
                Performance Share target award will increase to 10,000 performance
                shares
                for performance year 2008 (awardable February 2009) and will be effective
                for the full year. For performance year 2008, the terms and conditions
                of
                this award will remain virtually unchanged from 2007. However, integration
                teams have been formed to work on the development of compensation
                programs
                including a redesigned Long Term Incentive Plan for the combined
                entity,
                which are expected to be in place by January 1, 2009.
                

            


    

    


    
      	
              5.

            	
              You
                will be provided a company automobile in accordance with our company
                car
                policy, which in your case provides an executive automobile with
                a
                purchase value of up to $60,000. A portion of the benefit will be
                imputed
                to your statement of gross income for tax
                purposes.

            


    

    


    
      	
              6.

            	
              This
                position is eligible for participation in the Elected Officer Supplemental
                Program (EOSP). The EOSP is a defined benefit pension plan that
                substantially augments IR’s qualified pension plan and, as its name
                denotes, is reserved for elected officers of the company. A brief
                summary
                is enclosed.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      
        	
                Didier
                  Teirlinck

              	
                2

              	
                June
                  5, 2008

              


      

    

    
 

    
      	
              7.

            	
              As
                an elected officer, you are eligible for financial and retirement
                counseling services through AYCO, a division of Goldman-Sachs. This
                service includes investment strategy and tax filing assistance. A
                portion
                of the cost for these services is imputed to your annual income.
                A
                representative from AYCO will contact you
                soon.

            


    

    


    
      	
              8.

            	
              Also,
                as an elected officer, you will be given a standard Change in Control
                Agreement, which provides economic security in the form of cash payments
                to the participant and guaranteed coverage under certain benefit
                plans in
                the event of job loss caused by the sale of all (or a substantial
                part of)
                the company. 

            


    

    


    
      	
              9.

            	
              You
                will be eligible for the Company’s Relocation
                Program.

            


    

    


    
      	
              10.

            	
              This
                employment offer is contingent upon obtaining the appropriate temporary
                nonimmigrant work authorization that will allow you to legally work
                in the
                United States. All employees must demonstrate their employment eligibility
                pursuant to the Immigration Reform and Control Act of 1986 within
                the
                first three (3) days of working in the United States and being on
                a U.S.
                payroll. Until these matters are completed, you will remain on Belgium
                payroll. We expect to have all necessary approvals completed within
                the
                month of June so that your “U.S.-based status” will begin on or before
                July 1, 2008. Elizabeth Dickson, Manager, Immigration Services, provides
                in-house legal assistance and work permits are coordinated through
                her
                office at corporate headquarters. Her telephone number is 201-573-3532
                or
                e-mail at Elizabeth_Dickson@irco.com. She will review your individual
                situation and advise you regarding the application process for the
                appropriate visa classification that will permit you to work for
                Ingersoll
                Rand Company. You should contact her directly to address all immigration
                issues.

            


    

    


    Didier,
      congratulations again on your promotion. If you have any questions regarding
      the
      changes in your compensation and benefits, please contact Marcia Avedon
      (201-573-3563 or Rob Butler (201-573-3137).

    


    Sincerely,

    


    


    Herbert
      L. Henkel

    Chairman,
      President and

    Chief
      Executive Officer

    


    
      	
              cc:

            	
              Marcia
                Avedon

            


    

    
      	 	
              Rob
                Butler

            


    

    


    


    Attachments:     Elected
      Officer Supplemental (Pension) Program