Unassociated Document


     

    IR
      EXECUTIVE DEFERRED COMPENSATION PLAN

    


    [As
      Amended and Restated Effective August 1, 2007]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    

      
        	SECTION
                1 - STATEMENT OF PURPOSE	 	
                1

              
	 	 	 	 	 
	
                SECTION
                  2 - DEFINITIONS

              	 	 
	 	 	 	 	 
	
                2.1

              	 	
                Account
                  Balance

              	 	
                2

              
	
                2.2

              	 	
                Administrative
                  Committee

              	 	
                2

              
	
                2.3

              	 	
                Base
                  Salary

              	 	
                2

              
	
                2.4

              	 	
                Beneficiary

              	 	
                2

              
	
                2.5

              	 	
                Beneficiary
                  Designation Form

              	 	
                2

              
	
                2.6

              	 	
                Cash
                  Incentive Compensation Award

              	 	
                2

              
	
                2.7

              	 	
                Change
                  in Control

              	 	
                2

              
	
                2.8

              	 	
                Code

              	 	
                3

              
	
                2.9

              	 	
                Compensation
                  Committee

              	 	
                3

              
	
                2.10

              	 	
                Deferral
                  Account

              	 	
                3

              
	
                2.11

              	 	
                Deferral
                  Amount

              	 	
                3

              
	
                2.12

              	 	
                Disability

              	 	
                3

              
	
                2.13

              	 	
                Discretionary
                  Company Contribution

              	 	
                3

              
	
                2.14

              	 	
                Discretionary
                  Company Contribution Account

              	 	
                3

              
	
                2.15

              	 	
                Dividends
                  on Stock Grants

              	 	
                4

              
	
                2.16

              	 	
                Early
                  Distribution

              	 	
                4

              
	
                2.17

              	 	
                Effective
                  Time

              	 	
                4

              
	
                2.18

              	 	
                Elected
                  Officer

              	 	
                4

              
	
                2.19

              	 	
                Election
                  Form

              	 	
                4

              
	
                2.20

              	 	
                Eligible
                  Employee

              	 	
                4

              
	
                2.21

              	 	
                ERISA

              	 	
                4

              
	
                2.22

              	 	
                Investment
                  Option Subaccounts

              	 	
                4

              
	
                2.23

              	 	
                IR
                  Stock

              	 	
                4

              
	
                2.24

              	 	
                IR
                  Stock Account

              	 	
                5

              
	
                2.25

              	 	
                Merger
                  Agreement

              	 	
                5

              
	
                2.26

              	 	
                Participant

              	 	
                5

              
	
                2.27

              	 	
                Participating
                  Employer

              	 	
                5

              
	
                2.28

              	 	
                Plan
                  Year

              	 	
                5

              
	
                2.29

              	 	
                Retirement

              	 	
                5

              
	
                2.30

              	 	
                Return

              	 	
                5

              
	
                2.31

              	 	
                Service

              	 	
                5

              
	
                2.32

              	 	
                Supplemental
                  Contribution

              	 	
                5

              
	
                2.33

              	 	
                Supplemental
                  Contribution Account

              	 	
                5

              
	
                2.34

              	 	
                Trust

              	 	
                6

              
	
                2.35

              	 	
                Unforeseeable
                  Financial Emergency

              	 	
                6

              
	 	 	 	 	
                 

              
	SECTION
                3 - ADMINISTRATION OF THE PLAN	 	
                7

              


      

       

      
        
           

        

        
          (i)

          
            

          

        

        
           

        

      

       

      
        	
                SECTION
                  4 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT
                  ELECTION

              	 	
                 

              
	 	 	 	 	
                 

              
	
                4.1

              	 	
                Participation
                  and Deferral Election

              	 	
                8

              
	
                4.2

              	 	
                Investment
                  Election

              	 	
                8

              
	 	 	 	 	
                 

              
	
                SECTION
                  5 - VESTING

              	 	
                 

              
	 	 	 	 	
                 

              
	
                5.1

              	 	
                Deferral
                  Amounts

              	 	
                10

              
	
                5.2

              	 	
                Supplemental
                  Contributions

              	 	
                10

              
	
                5.3

              	 	
                Discretionary
                  Contributions

              	 	
                10

              
	 	 	 	 	
                 

              
	
                SECTION
                  6 - ACCOUNTS AND VALUATIONS

              	 	
                 

              
	 	 	 	 	
                 

              
	
                6.1

              	 	
                Deferral
                  Accounts

              	 	
                11

              
	
                6.2

              	 	
                Supplemental
                  Contribution Accounts

              	 	
                11

              
	
                6.3

              	 	
                Discretionary
                  Company Contribution Accounts

              	 	
                12

              
	
                6.4

              	 	
                IR
                  Stock Accounts

              	 	
                13

              
	
                6.5

              	 	
                Changes
                  in Capitalization

              	 	
                14

              
	
                6.6

              	 	
                Accounts
                  are Bookkeeping Entries

              	 	
                14

              
	 	 	 	 	
                 

              
	
                SECTION
                  7 - DISTRIBUTION OF ACCOUNTS

              	 	 
	 	 	 	 	 
	
                7.1

              	 	
                Termination
                  with Five Years of Service, Retirement, Disability and
                  Death

              	 	
                15

              
	
                7.2

              	 	
                Scheduled
                  Distributions Prior to Termination of Employment

              	 	
                16

              
	
                7.3

              	 	
                Termination
                  of Employment Prior to Completing Five (5) Years of
                  Service

              	 	
                17

              
	
                7.4

              	 	
                Transfer
                  of Employment

              	 	
                17

              
	
                7.5

              	 	
                Hardship
                  Distribution

              	 	
                17

              
	
                7.6

              	 	
                Early
                  Distributions (with forfeiture) 

              	 	
                17

              
	
                7.7

              	 	
                Form
                  of Payments

              	 	
                18

              
	
                7.8

              	 	
                Taxes;
                  Withholding

              	 	
                18

              
	
                7.9

              	 	
                Distribution
                  Provisions

              	 	
                18

              
	 	 	 	 	
                 

              
	SECTION
                8 - BENEFICIARY DESIGNATION	 	
                19

              
	 	 	 	 	
                 

              
	
                SECTION
                  9 - AMENDMENT AND TERMINATION OF PLAN

              	 	
                 

              
	 	 	 	 	
                 

              
	
                9.1

              	 	
                Amendment

              	 	
                20

              
	
                9.2

              	
                 

              	
                Termination
                  of Plan

              	 	
                20

              
	 	 	 	 	
                 

              
	
                SECTION
                  10 - MISCELLANEOUS

              	 	
                 

              
	 	 	 	 	
                 

              
	
                10.1

              	 	
                Unsecured
                  General Creditor

              	 	
                21

              


      

       

      
        
           

        

        
          (ii)

          
            

          

        

        
           

        

      

       

      
        	
                10.2

              	 	
                Entire
                  Agreement; Successors

              	 	
                21

              
	
                10.3

              	 	
                Non-Assignability

              	 	
                21

              
	
                10.4

              	 	
                No
                  Contract of Employment

              	 	
                21

              
	
                10.5

              	 	
                Authorization
                  and Source of Shares

              	 	
                21

              
	
                10.6

              	 	
                Singular
                  and Plural

              	 	
                22

              
	
                10.7

              	 	
                Captions

              	 	
                22

              
	
                10.8

              	 	
                Applicable
                  Law

              	 	
                22

              
	
                10.9

              	 	
                Severability

              	 	
                22

              
	
                10.10

              	 	
                Notice

              	 	
                22

              


      

      
         

        
          
             

          

          
            (iii)

            
              

            

          

          
             

          

        

      

    


    IR
      Executive Deferred Compensation Plan

    As
      Amended and Restated Effective August 1, 2007


    


    SECTION
      1

    


    STATEMENT
      OF PURPOSE

    


    The
      purpose of the IR Executive Deferred Compensation Plan (the “Plan”) is to
      further increase the mutuality of interest between Ingersoll-Rand Company (the
      “Company”), its employees, the employees of a Participating Employer and members
      of Ingersoll-Rand Company Limited by providing a select group of management
      and
      highly compensated employees of the Company or a Participating Employer the
      opportunity to elect to defer receipt of cash compensation. The Plan shall
      be
      unfunded for tax purposes and for purposes of Title I of ERISA. The Plan,
      originally known as the Ingersoll-Rand Company Executive Deferred Compensation
      and Stock Bonus Plan, became effective on January 1, 1997, was amended and
      restated effective January 1, 2001, and was again amended and restated effective
      August 1, 2007.

    


    Notwithstanding
      any other provision of the Plan to the contrary (including any election made
      by
      any Participant under the Plan), (i) no amount shall be deferred under the
      Plan
      if, pursuant to the effective date rules of Section 885(d) of the American
      Jobs
      Creation Act of 2004, Q&A-16 of IRS Notice 2005-1, and Treasury Regulations
      section 1.409A-6(a), such amount would be subject to Section 409A of the
      Internal Revenue Code of 1986, as amended (a “Non-Grandfathered New Deferral
      Amount”), and (ii) any amount previously deferred under the Plan that, pursuant
      to the effective date rules of Section 885(d) of the American Jobs Creation
      Act
      of 2004, Q&A-16 of IRS Notice 2005-1, and Treasury Regulations section
      1.409A-6(a), is subject to Section 409A of the Internal Revenue Code of 1986,
      as
      amended (a “Non-Grandfathered Prior Deferral Amount”) shall no longer be
      credited or payable under the Plan after December 31, 2004. Any Non-
      Grandfathered New Deferral Amount shall instead be deferred under the IR
      Executive Deferred Compensation Plan II, and any Non-Grandfathered Prior
      Deferral Amount shall instead be credited under the IR Executive Deferred
      Compensation Plan II, as and to the extent provided under the terms of the
      IR
      Executive Deferred Compensation Plan II. 

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    SECTION
      2

    


    DEFINITIONS

    


    
      	 	
              2.1

            	
              “Account
                Balance” means,
                for each Plan Year, a credit on the records of the Company equal
                to the
                sum of the value of a Participant’s Deferral Account, Supplemental
                Contribution Account, Discretionary Company Contribution Account
                and IR
                Stock Account for such Plan Year. The Account Balance shall be a
                bookkeeping entry only and shall be utilized solely as a device for
                the
                measurement and determination of the amounts to be paid to a Participant,
                or to the Participant’s designated Beneficiary, pursuant to the
                Plan.

            


    

    


    
      	 	
              2.2

            	
              “Administrative
                Committee”
                shall mean the committee appointed by the Chief Executive Officer
                of the
                Company which will administer the Plan in accordance with the duties
                delegated to it by the Compensation Committee or as set forth
                herein.

            


    

    


    
      	 	
              2.3
                

            	
              “Base
                Salary” means
                a Participant’s annual base salary, excluding bonuses, commissions,
                incentive compensation and all other remuneration for services rendered
                to
                the Company or a Participating Employer and prior to a reduction
                for any
                salary contributions to a plan established pursuant to Code Section
                125 or
                qualified pursuant to Code Section 401(k). 

            


    

    


    
      	 	
              2.4

            	
              “Beneficiary”
                means the person or persons designated as such in accordance with
                Section
                8.

            


    

    


    
      	 	
              2.5

            	
              “Beneficiary
                Designation Form”
                means the form established from time to time by the Administrative
                Committee that a Participant completes and returns to the Administrative
                Committee to designate one or more
                Beneficiaries.

            


    

    


    
      	 	
              2.6

            	
              “Cash
                Incentive Compensation Award”
                means any of the Participant’s annual cash incentive compensation
                awards.

            


    

    


    
      	 	
              2.7

            	
              “Change
                in Control”
                means a “change in control of the Company” (as set forth in the Company's
                Incentive Stock Plan of 1998) or any sale, lease, exchange or other
                transfer (in one transaction or a series of related transactions)
                of all,
                or substantially all, of the assets of the Company, other than any
                sale,
                lease, exchange or other transfer to any person or entity where the
                Company owns, directly or indirectly, at least 80 percent of the
                outstanding voting securities of such person or entity after any
                such
                transfer, unless a different definition is used for purposes of any
                severance of employment agreement or change of control arrangement
                between
                the Company and a Participant, in which event such definition shall
                apply.

            


    

    


    Notwithstanding
      any other provision of this Section 2.7 or any other provisions of the Plan
      to
      the contrary, none of the transactions contemplated by the Merger Agreement
      which are undertaken by (i) Ingersoll-Rand Company or its affiliates prior
      to or
      as of the Effective Time or (ii) Ingersoll-Rand Company Limited or its
      affiliates on or after the Effective Time shall trigger, constitute or be deemed
      a Change in Control. On and after the Effective Time, solely for purposes of
      this Section 2.7, the term “Company” shall mean Ingersoll-Rand Company
      Limited.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	 	
              2.8

            	
              “Code”
                means the Internal Revenue Code of 1986, as amended from time to
                time.

            


    

    


    
      	 	
              2.9

            	
              “Compensation
                Committee”
                means the Compensation Committee of the Board of Directors of
                Ingersoll-Rand Company Limited.

            


    

    


    
      	 	
              2.10

            	
              “Deferral
                Account”
                means, for each Plan Year, (i) the sum of all of a Participant’s Deferral
                Amounts, plus (ii) amounts credited in accordance with all the applicable
                crediting provisions of the Plan that relate to the Participant’s Deferral
                Account, less (iii) all distributions made to the Participant or
                to the
                Participant’s Beneficiary pursuant to the Plan that relate to the
                Participant’s Deferral Account.

            


    

    


    
      	 	
              2.11

            	
              “Deferral
                Amount” means
                the amount of a Participant’s Cash Incentive Compensation Award, Base
                Salary and Dividends on Stock Grants actually deferred under the
                Plan by
                the Participant pursuant to Section 4 for any one Plan Year. Effective
                May
                29, 2003, Deferral Amount shall also mean, with respect to a Participant
                who participates in the Ingersoll-Rand Company Elected Officers
                Supplemental Program or the Ingersoll-Rand Company Supplemental Key
                Management Plan, the amount that would be payable to the Participant
                under
                the Ingersoll-Rand Company Elected Officers Supplemental Program,
                Ingersoll-Rand Company Supplemental Key Management Plan, Ingersoll-Rand
                Company Supplemental Employee Savings Plan and/or the Ingersoll-Rand
                Company Supplemental Pension Plan but for the Participant’s deferral under
                Section 4 of the Plan and the applicable provisions of the Ingersoll-Rand
                Company Supplemental Employee Savings Plan and/or the Ingersoll-Rand
                Company Supplemental Pension Plan. 

            


    

    


    
      	 	
              2.12
                

            	
              “Disability”
                means
                the Participant is eligible to receive benefits under a long-term
                disability plan maintained by the Company or a Participating
                Employer.

            


    

    


    
      	 	
              2.13

            	
              “Discretionary
                Company Contribution”
                means an additional amount to be credited to a Participant's Discretionary
                Contribution Account for a Plan
                Year.

            


    

    


    
      	 	
              2.14

            	
              “Discretionary
                Company Contribution Account”
                means, for each Plan Year, (i) the sum of all of a Participant’s
                Discretionary Company Contributions, plus (ii) amounts credited in
                accordance with all the applicable crediting provisions of the Plan
                that
                relate to the Participant’s Discretionary Company Contribution Account,
                less (iii) all distributions made to the Participant or to the
                Participant’s Beneficiary pursuant to the Plan that relate to the
                Participant’s Discretionary Company Contribution
                Account.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.15

            	
              “Dividends
                on Stock Grants”
                means the dividends on deferred stock grants payable to a Participant
                pursuant to the Ingersoll-Rand Company Incentive Stock Plan of
                1998.

            


    

    


    
      	 	
              2.16

            	
              “Early
                Distribution”
                means an election by the Participant, pursuant to Section 7.6, to
                receive
                a distribution of amounts from the Participant’s Deferral Account, IR
                Stock Account, vested Discretionary Company Contribution Account
                and
                vested Supplemental Contribution Account with respect to a specific
                Plan
                Year prior to the time at which such Participant would otherwise
                be
                entitled to such amounts.

            


    

    


    
      	 	
              2.17
                

            	
              “Effective
                Time”
                means the Effective Time as such time is defined in the Merger
                Agreement. 

            


    

    


    
      	 	
              2.18

            	
              “Elected
                Officer”
                means an officer of the Company elected to such position by the Board
                of
                Directors of the Company.

            


    

    


    
      	 	
              2.19

            	
              “Election
                Form”
                means the form or forms established from time to time by the
                Administrative Committee that a Participant completes, signs and
                returns
                to the Administrative Committee to make an election under the Plan.
                An
                Election Form also includes any other method approved by the
                Administrative Committee, in its sole and absolute discretion, that
                a
                Participant may use to make an election under the Plan. The terms
                and
                conditions specified in the Election Form(s) are incorporated by
                reference
                herein and form a part of the Plan. If there is a conflict between
                the
                Election Form and the Plan, the terms of the Plan shall control and
                govern.

            


    

    


    
      	 	
              2.20
                

            	
              “Eligible
                Employee” means
                an Elected Officer or an individual who is among a select group of
                management and highly compensated employees of the Company or a
                Participating Employer who has been selected by the Administrative
                Committee, in its sole and absolute discretion, to participate in
                the
                Plan. 

            


    

    


    
      	 	
              2.21

            	
              “ERISA”
                means the Employee Retirement Income Security Act of 1974, as amended
                from
                time to time.

            


    

    


    
      	 	
              2.22

            	
              “Investment
                Option Subaccounts” means
                the separate subaccounts, each of which corresponds to an investment
                option elected by the Participant or, as provided in Section 6.3
                regarding
                Discretionary Company Contributions, the Administrative Committee,
                with
                respect to a Participant’s Deferral Accounts and/or Discretionary Company
                Contribution Accounts, as
                applicable.

            


    

    


    
      	 	
              2.23

            	
              “IR
                Stock”
                means the Class A common shares, par value $1.00 per share, of
                Ingersoll-Rand Company Limited, a Bermuda
                company.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.24

            	
              “IR
                Stock Account”
                means, for each Plan Year, (i) the sum of all of a Participant’s Deferral
                Amounts and Discretionary Company Contributions that are deemed to
                be
                invested in IR Stock, plus (ii) amounts credited in accordance with
                all
                the applicable crediting provisions of the Plan that relate to the
                Participant’s IR Stock Account, less (iii) all distributions made to the
                Participant or to the Participant’s Beneficiary pursuant to the Plan that
                relate to the Participant’s IR Stock
                Account.

            


    

    


    
      	 	
              2.25

            	
              “Merger
                Agreement” means
                that certain Agreement and Plan of Merger among the Company,
                Ingersoll-Rand Company Limited, and IR Merger Corporation dated as
                of
                October 31, 2001, pursuant to which the Company became an indirect
                wholly-owned subsidiary of Ingersoll-Rand Company Limited.
                

            


    

    


    
      	 	
              2.26

            	
              “Participant”
                means an Eligible Employee participating in the Plan in accordance
                with
                the provisions of Section 4.

            


    

    


    
      	 	
              2.27
                

            	
              “Participating
                Employer”
                means any direct or indirect parent, subsidiary or affiliate of the
                Company. 

            


    

    


    
      	 	
              2.28

            	
              “Plan
                Year”
                means a calendar year.

            


    

    


    
      	 	
              2.29

            	
              “Retirement”
                means termination of employment by a Participant after he or she
                has
                attained age 65 (62 for Elected Officers) or termination at or after
                age
                55 with at least five (5) years of
                Service.

            


    

    


    
      	 	
              2.30

            	
              “Return”
                means, for each investment option, an amount equal to the net investment
                return (including changes in value and distributions) for each such
                investment option during each business
                day.

            


    

    


    
      	 	
              2.31

            	
              “Service”
                means periods of service with the Company or a Participating Employer
                as
                determined by the Administrative Committee in its sole and absolute
                discretion. 

            


    

    


    
      	 	
              2.32

            	
              “Supplemental
                Contribution” means
                an additional amount to be credited to a Participant’s Supplemental
                Contribution Account equal to twenty percent (20%) of the Participant’s
                Cash Incentive Compensation Award that is deferred under Section
                6.1 of
                the Plan for a Plan Year by the Participant and is, at the time of
                making
                the deferral election, elected to be invested in the Participant’s IR
                Stock Account. Supplemental Contributions shall be available and
                credited
                only to Participants whose job category indicates specified ownership
                guidelines as determined by the Compensation Committee in its sole
                and
                absolute discretion. 

            


    

    


    
      	 	
              2.33

            	
              “Supplemental
                Contribution Account”
                means, for each Plan Year, (i) the sum of all of a Participant’s
                Supplemental Contributions, plus (ii) amounts credited in accordance
                with
                all the applicable crediting provisions of the Plan that relate to
                the
                Participant’s Supplemental Contribution Account, less (iii) all
                distributions made to the Participant or to the Participant’s Beneficiary
                pursuant to the Plan that relate to the Participant’s Supplemental
                Contribution Account.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.34

            	
              “Trust”
                means the Ingersoll-Rand Company Deferred Compensation Trust Agreement,
                dated as of January 1, 2001 between the Company and the trustee named
                therein, as amended from time to
                time.

            


    

    


    
      	 	
              2.35

            	
              “Unforeseeable
                Financial Emergency”
                means severe financial hardship to the Participant resulting from
                a sudden
                and unexpected illness or accident of the Participant or a dependent
                of
                the Participant, loss of the Participant’s property due to casualty or
                other similar or extraordinary and unforeseeable circumstances arising
                as
                a result of events beyond the control of the Participant. The
                circumstances that would constitute an unforeseeable financial emergency
                will depend upon the facts of each case, but, in any case, a hardship
                benefit may not be made to the extent that such hardship is or may
                be
                relieved (i) through reimbursement or compensation by insurance or
                otherwise, (ii) by liquidation of the Participant's assets, to the
                extent
                the liquidation of assets would not itself cause severe financial
                hardship, or (iii) by cessation of Deferral Amounts under the
                Plan.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    SECTION
      3

    


    ADMINISTRATION
      OF THE PLAN

    


    The
      Plan
      shall be administered by the Compensation Committee (or any successor
      committee). The Compensation Committee has delegated authority to the
      Administrative Committee to administer the Plan in accordance with the
      provisions of this Section. Notwithstanding the previous sentence, the
      Compensation Committee shall retain authority for determining (i) a
      Participant’s eligibility to receive Supplemental Contributions, and (ii)
      eligibility for, and the amount of, Discretionary Company Contributions with
      respect to Participants whose job category indicates specified ownership
      guidelines as determined by the Compensation Committee.

    


    The
      primary responsibility of the Administrative Committee is to administer the
      Plan
      for the exclusive benefit of Participants and their Beneficiaries, subject
      to
      the specific terms of the Plan. The Administrative Committee shall administer
      the Plan in accordance with its terms to the extent consistent with applicable
      law, and shall have the power to determine all questions arising in connection
      with the administration, interpretation, and application of the Plan. Any such
      determination by the Administrative Committee shall be conclusive and binding
      upon all affected parties. Any denial by the Administrative Committee of a
      claim
      for benefits under the Plan by a Participant or Beneficiary shall be stated
      in
      writing by the Administrative Committee and delivered or mailed to the
      Participant or Beneficiary. Such notice shall set forth the specific reasons
      for
      the Administrative Committee's decision. In addition, the Administrative
      Committee shall afford a reasonable opportunity to any Participant or
      Beneficiary whose claim for benefits has been denied for a review of the
      decision denying this claim.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    SECTION
      4

    


    PARTICIPATION,
      DEFERRAL ELECTION AND INVESTMENT ELECTION.

    


    
      	 	
              4.1

            	
              Participation
                and Deferral Election.
                Any Eligible Employee may elect to participate in the Plan for a
                given
                Plan Year by filing a completed Election Form for the Plan Year in
                the
                manner prescribed by the Administrative Committee. The Election Form
                must
                specify the percentage or dollar amount of any Deferral Amount otherwise
                payable during such Plan Year that will be deferred under the Plan.
                Notwithstanding the previous sentence, an election to defer Dividends
                on
                Stock Grants shall be equal to one hundred percent (100%) of the
                Dividends
                on Stock Grants. The minimum total dollar amount of a Participant’s
                Deferral Amount that a Participant may defer under the Plan for any
                Plan
                Year is $5,000. Any election to defer a Deferral Amount is irrevocable
                upon the filing of the Election Form, and must be properly completed
                and
                filed no later than the November 30 immediately preceding such Plan
                Year,
                or such other date as the Administrative Committee may specify. An
                Eligible Employee who fails to file a properly completed Election
                Form by
                such date will be ineligible to defer a Deferral Amount under the
                Plan for
                the following Plan Year. In addition, the Administrative Committee,
                in its
                sole and absolute discretion, may establish from time to time such
                other
                enrollment requirements as it determines are necessary or
                proper.

            


    

    


    Notwithstanding
      anything to the contrary, the Administrative Committee, in its sole and absolute
      discretion, shall determine from time to time the percentage of Base Salary
      that
      may be deferred by Participants under the Plan in any Plan Year. Once such
      a
      determination is made the percentage shall remain in effect until changed by
      the
      Administrative Committee.

    


    If
      the
      Administrative Committee determines in good faith that a Participant no longer
      qualifies as a member of a select group of management or highly compensated
      employees, as membership in such group is determined in accordance with ERISA
      Sections 201(2), 301(a)(3) and 401(a)(1), the Administrative Committee shall
      have the right, in its sole and absolute discretion, to (i) terminate any
      deferral election the Participant has made for the remainder of the Plan Year
      in
      which the Participant's membership status changes, (ii) prevent the Participant
      from making future deferral elections and/or (iii) immediately distribute the
      Participant's then vested Account Balances and terminate the Participant's
      participation in the Plan.

    


    
      	 	
              4.2

            	
              Investment
                Election.
                In accordance with procedures established by the Administrative Committee
                in its sole and absolute discretion, prior to the time a Participant’s
                Deferral Amounts are credited to a Participant’s Deferral Account pursuant
                to Section 6.1, the Participant shall designate, on an Election Form,
                the
                types of investment options in which the Participant’s Deferral Amounts
                will be deemed to be invested for purposes of determining the amount
                of
                earnings to be credited to the Participant’s Deferral Account and, with
                respect to Deferral Amounts that are designated by the Participant
                to be
                deemed to be invested in IR Stock, the IR Stock
                Account.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Subject
      to the right of the Administrative Committee to direct the types of investment
      options in which a Participant’s Discretionary Company Contributions will be
      deemed to be invested as described in Section 6.3, in the event a Participant
      receives a Discretionary Company Contribution, the Participant shall, at the
      time designated by the Administrative Committee, in its sole and absolute
      discretion, designate, on an Election Form, the types of investment options
      in
      which the Participant’s Discretionary Company Contributions will be deemed to be
      invested for purposes of determining the amount of earnings to be credited
      to
      the Participant’s Discretionary Company Contribution Account and, with respect
      to Discretionary Company Contributions that are designated by the Participant
      to
      be deemed to be invested in IR Stock, the IR Stock Account.

    


    In
      making
      the designations pursuant to this Section, the Participant may specify that
      all
      or any portion of the Participant’s Deferral Amount and, subject to Section 6.3,
      Discretionary Company Contributions be deemed to be invested, in whole
      percentage increments, in one or more of the types of investment options
      provided under the Plan as communicated from time to time by the Administrative
      Committee. Subject to Section 6.4, a Participant may change the designation
      made
      under this Section with respect to prior and/or future Deferral Amounts and/or,
      subject to Section 6.3, prior and/or future Discretionary Company Contributions
      by filing an Election Form no later than the time specified by the
      Administrative Committee, in its sole and absolute discretion, to be effective
      as of the first business day of the following month. Except for Discretionary
      Company Contributions that the Administrative Committee, pursuant to Section
      6.3, has directed the investment options in which a Participant’s Discretionary
      Company Contributions shall be deemed to be invested, if a Participant fails
      to
      elect a type of investment option under this Section, he or she shall be deemed
      to have elected the investment option designated by the Administrative Committee
      as the default investment option.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    SECTION
      5

    


    VESTING

    


    
      	 	
              5.1.

            	
              Deferral
                Amounts.
                A
                Participant shall be fully vested in his or her Deferral
                Account.

            


    

    


    
      	 	
              5.2.

            	
              Supplemental
                Contributions.
                A
                Participant shall vest in his or her Supplemental Contribution Account
                on
                the earliest of: (i) the fifth anniversary of the date the Supplemental
                Contribution is credited to the Participant's Supplemental Contribution
                Account; (ii) the date of the Participant's Retirement; (iii) the
                Participant’s Disability; (iv) the Participant's death; (v) a Change in
                Control; or (vi) a termination of the Plan pursuant to Section
                9.2.

            


    

    


    
      	 	
              5.3.

            	
              Discretionary
                Contributions. A
                Participant shall vest in his or her Discretionary Company Contribution
                Account on the earliest of: (i) the date determined by the Administrative
                Committee; (ii) the date of the Participant’s Disability; (iii) the date
                of the Participant’s death; (iv) a Change in Control; or (v) a termination
                of the Plan pursuant to Section 9.2. Notwithstanding the above, to
                the
                extent an agreement between the Company and the Participant contains
                provisions governing vesting with regards to a Discretionary Company
                Contribution made on behalf of the Participant, the terms of such
                agreement shall apply.

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    SECTION
      6

    


    ACCOUNTS
      AND VALUATIONS

    


    
      	 	
              6.1

            	
              Deferral
                Accounts.
                The Administrative Committee shall establish and maintain a separate
                Deferral Account for each Participant for each Plan Year. All Deferral
                Amounts, other than Deferral Amounts that are deemed, at the Participant’s
                election, to be invested in IR Stock shall be credited to the
                Participant’s Deferral Account on the date when the Deferral Amount would
                otherwise be paid to the Participant. All Deferral Amounts that are
                deemed, at the Participant’s election, to be invested in IR Stock shall be
                credited to the Participant’s IR Stock Account as described in Section
                6.4.

            


    

    


    Each
      Participant’s Deferral Accounts shall be divided into Investment Option
      Subaccounts. A Participant’s Deferral Accounts shall be credited as
      follows:

     

    
      	 	
              (a)

            	
              On
                the day a Deferral Amount is credited to a Participant’s Deferral Account,
                the Administrative Committee shall credit the Investment Option
                Subaccounts of the Participant's Deferral Account with an amount
                equal to
                the Participant’s Deferral Amount in accordance with the Participant's
                Election Form; that is, the portion of the Participant's Deferral
                Amount
                that the Participant has elected to be deemed to be invested in a
                certain
                type of investment option shall be credited to the Investment Option
                Subaccount corresponding to that investment option,
                and

            


    

     

    
      	 	
              (b)

            	
              Each
                business day, each Investment Option Subaccount of a Participant's
                Deferral Account shall be adjusted for earnings or losses in an amount
                equal to that determined by multiplying the balance credited to such
                Investment Option Subaccount as of the prior day plus contributions
                credited that day to the Investment Option Subaccount by the Return
                for
                the corresponding investment
                option.

            


    

    


    
      	 	
              6.2

            	
              Supplemental
                Contribution Accounts. The
                Administrative Committee shall establish and maintain a separate
                Supplemental Contribution Account for each Plan Year for each Participant
                who receives a Supplemental Contribution for such Plan Year. All
                Supplemental Contributions shall be credited to the Participant’s
                Supplemental Contribution Account on the same date that the Participant’s
                Deferral Amount applicable to a Cash Incentive Compensation Award
                for
                which the Supplemental Contribution is being made is credited to
                the
                Participant’s Deferral Account pursuant to Section 6.1. All of a
                Participant’s Supplemental Contributions shall be deemed to be invested
                in, and shall remain deemed to be invested in, IR Stock in the
                Participant’s Supplemental Contribution Account until such amounts are
                distributed from the Plan. 

            


    

    


    All
      Supplemental Contributions shall initially be credited to a Participant’s
      Supplemental Contribution Account in units or fractional units of IR Stock.
      The
      value of each unit shall be determined each business day and shall equal the
      closing price of one share of IR Stock on the New York Stock Exchange-Composite
      Tape. On each date that Supplemental Contributions are credited to a
      Participant’s Supplemental Contribution Account, the number of units to be
      credited shall be determined by dividing the number of units by the value of
      a
      unit on such date. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    Dividends
      paid on IR Stock shall be reflected in a Participant’s Supplemental Contribution
      Account by the crediting of additional units or fractional units. Such
      additional units or fractional units shall equal the value of the dividends
      based upon the closing price of one share of IR Stock on the New York Stock
      Exchange-Composite Tape on the date such dividends are paid. 

     

    
      	 	
              6.3

            	
              Discretionary
                Company Contribution Accounts.
                The Administrative Committee shall establish and maintain a separate
                Discretionary Company Contribution Account for each Plan Year for
                each
                Participant who receives a Discretionary Company Contribution for
                such
                Plan Year. All Discretionary Company Contributions, other than those
                that
                are deemed, at the Participant’s election or as directed by the
                Administrative Committee pursuant to the following paragraph, to
                be
                invested in IR Stock shall be credited to the Participant’s Discretionary
                Company Contribution Account on the date determined by the Administrative
                Committee in its sole and absolute discretion. All Discretionary
                Company
                Contributions that are deemed, at the Participant’s election or as
                directed by the Administrative Committee, to be invested in IR Stock
                shall
                be credited to the Participant’s IR Stock Account as described in Section
                6.4.

            


    

    


    Each
      Participant’s Discretionary Company Contribution Accounts shall be divided into
      Investment Option Subaccounts. Notwithstanding the previous sentence, the
      Administrative Committee may, in its sole and absolute discretion, at the time
      a
      Discretionary Company Contribution is made, direct that a Participant’s
      Discretionary Company Contribution be invested in any one or more of the
      Investment Option Subaccounts (including the IR Stock Account) and that such
      Discretionary Company Contribution remain invested in such Investment Option
      Subaccounts until at least such time as the Administrative Committee, in its
      sole and absolute discretion, determines that such Discretionary Company
      Contribution, or portion thereof, may, except as otherwise provided in Section
      6.4, be invested in Investment Option Subaccounts elected by the Participant.
      A
      Participant’s Discretionary Company Contribution Accounts shall be credited as
      follows:

    


    
      	 	
              (a)

            	
              On
                the day a Discretionary Company Contribution is credited to a
                Participant’s Discretionary Company Contribution Account, the
                Administrative Committee shall credit the Investment Option Subaccounts
                of
                the Participant's Discretionary Company Contribution Account with
                an
                amount equal to the Participant’s Discretionary Company Contribution in
                accordance with the Participant's Election Form or as directed by
                the
                Administrative Committee; that is, the portion of the Participant's
                Discretionary Company Contribution that the Participant has elected,
                or
                that the Administrative Committee has directed, to be deemed to be
                invested in a certain type of investment option shall be credited
                to the
                Investment Option Subaccount corresponding to that investment
                option.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Each
                business day, each Investment Option Subaccount of a Participant's
                Discretionary Company Contribution Account shall be adjusted for
                earnings
                or losses in an amount equal to that determined by multiplying the
                balance
                credited to such Investment Option Subaccount as of the prior day
                plus
                contributions credited that day to the Investment Option Subaccount
                by the
                Return for the corresponding investment
                option.

            


    

    


    To
      the
      extent an agreement between the Company and the Participant contains provisions
      governing the deemed investment of Discretionary Company Contributions made
      on
      behalf of the Participant, the deemed investment provisions of such agreement
      shall apply. 

    


    
      	 	
              6.4

            	
              IR
                Stock Accounts.
                The Administrative Committee shall establish and maintain a separate
                IR
                Stock Account for each Plan Year for each Participant who (i) elects
                to
                have all or a portion of his of her Deferral Amounts and/or Discretionary
                Company Contributions for such Plan Year invested in IR Stock or,
                (ii)
                receives a Discretionary Company Contribution which is directed,
                pursuant
                to Section 6.3, by the Administrative Committee to be deemed to be
                invested in IR Stock. All Deferral Amounts that are deemed, at the
                Participant’s election, to be invested in IR Stock shall be credited to
                the Participant’s IR Stock Account on the date when the Deferral Amount
                would otherwise be paid to the Participant. All Discretionary Company
                Contributions that are deemed, whether at the Participant’s election or as
                directed by the Administrative Committee, to be invested in IR Stock
                shall
                be credited to the Participant’s IR Stock Account on the date determined
                by the Administrative Committee in its sole and absolute discretion.
                Notwithstanding anything to the contrary, IR Stock credited to a
                Participant’s IR Stock Account may not be designated by the Participant to
                be deemed to be invested in any other investment option and shall
                remain
                invested in IR Stock in such IR Stock Account until distributed from
                the
                Plan. A Participant’s IR Stock Accounts shall be credited as
                follows:

            


    

    


    
      	 	
              (a)

            	
              On
                the day a Deferral Amount or Discretionary Company Contribution is
                credited to a Participant’s IR Stock Account, the Administrative Committee
                shall credit the IR Stock Account with an amount equal to the
                Participant’s Deferral Amount and/or Discretionary Company
                Contribution.

            


    

    


    
      	 	
              (b)

            	
              All
                Deferral Amounts and Discretionary Company Contributions deemed to
                be
                invested in IR Stock in accordance with the Participant’s Election Form
                or, with respect to Discretionary Company Contributions as directed
                by the
                Administrative Committee, shall be credited to a Participant's IR
                Stock
                Account in units or fractional units. The value of each unit shall
                be
                determined each business day and shall equal the closing price of
                one
                share of IR Stock on the New York Stock Exchange-Composite Tape.
                On each
                date that Deferral Amounts and/or Discretionary Company Contributions
                are
                credited to the Participant's IR Stock Account, the number of units
                to be
                credited shall be determined by dividing the amount of such Deferral
                Amounts and/or Discretionary Company Contributions by the value of
                a unit
                on such date.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Dividends
      paid on IR Stock shall be reflected in a Participant's IR Stock Account by
      the
      crediting of additional units or fractional units. Such additional units or
      fractional units shall equal the value of the dividends based upon the closing
      price of one share of IR Stock on the New York Stock Exchange-Composite Tape
      on
      the date such dividends are paid.

    


    
      	 	
              6.5

            	
              Changes
                in Capitalization.
                If there is any change in the number or class of shares of IR Stock
                through the declaration of a stock dividend or other extraordinary
                dividends, or recapitalization resulting in stock splits, or combinations
                or exchanges of such shares or in the event of similar corporate
                transactions, the units in each Participant’s IR Stock Account and
                Supplemental Contribution Account shall be equitably adjusted to
                reflect
                any such change in the number or class of issued shares of IR Stock
                or to
                reflect such similar corporate
                transaction.

            


    

    


    
      	 	
              6.6

            	
              Accounts
                are Bookkeeping Entries.
                Notwithstanding any other provision of the Plan that may be interpreted
                to
                the contrary, the investment options, including IR Stock, are to
                be used
                for measurement purposes only, and a Participant's election of any
                such
                investment option, the allocation to his or her Account Balances
                thereto,
                the calculation of additional amounts and the crediting or debiting
                of
                such amounts to a Participant's Account Balances shall not be considered
                or construed in any manner as an actual investment of his or her
                Account
                Balances in any such investment option. In the event that the Company
                or
                the trustee of the Trust, in its own discretion, decides to invest
                funds
                in any or all of the investment options, no Participant shall have
                any
                rights in or to such investments themselves. Without limiting the
                foregoing, a Participant's Account Balances shall at all times be
                a
                bookkeeping entry only and shall not represent any investment made
                on the
                Participant’s behalf by the Company or the Trust. The Participant shall at
                all times remain an unsecured creditor of the
                Company.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    SECTION
      7

    


    DISTRIBUTION
      OF ACCOUNTS

    


    
      	 	
              7.1

            	
              Termination
                with Five Years of Service, Retirement, Disability and
                Death.
                A
                Participant who terminates employment after completing at least five
                (5)
                years of Service, reaches Retirement, incurs a Disability, or dies
                shall
                be paid his or her vested Account Balances (and after his or her
                death to
                his or her Beneficiary) in annual installments over ten (10) years
                beginning as soon as administratively practicable in the year following
                the Participant’s termination, Retirement, Disability or death unless an
                optional form of benefit payment is elected in accordance with the
                next
                sentence. For each Plan Year’s Account Balance the Participant may elect
                an optional form of benefit payment in the manner prescribed by the
                Administrative Committee, in its sole and absolute discretion, from
                among
                the following:

            


    

     

    
      	 	
              (1)

            	
              A
                lump sum distribution to be paid as soon as administratively practicable
                in the year following the Participant’s termination, Retirement,
                Disability or death;

            


    

     

    
      	 	
              (2)

            	
              Annual
                installments over five (5) years commencing as soon as administratively
                practicable in the year following the Participant’s termination,
                Retirement, Disability or death;

            


    

     

    
      	 	
              (3)

            	
              Annual
                installments over fifteen (15) years commencing as soon as
                administratively practicable in the year following the Participant’s
                termination, Retirement, Disability or death;
                and

            


    

     

    
      	 	
              (4)

            	
              A
                lump sum distribution which shall be paid as soon as administratively
                practicable in the year specified by the Participant on the Election
                Form.
                Such specified time shall be no less than one (1) year and no more
                than
                five (5) years following termination, Retirement, Disability or
                death.

            


    

     

    A
      Participant may elect, on an Election Form, to change the form and/or extend
      the
      timing of a distribution under this Section that he or she has previously
      elected to any other form of distribution or time permitted under this Section,
      provided that no such election shall be effective unless it is made at least
      one
      (1) year before the Participant’s termination, Retirement, Disability or death,
      as applicable.

    


    In
      the
      event of the Participant’s termination of employment with the Company with five
      (5) years of Service, Retirement, Disability or death prior to the elected
      date
      for one or more scheduled distributions prior to termination of employment
      under
      Section 7.2, the portion of the Participant’s Account Balance associated with
      such distribution(s) shall be paid to the Participant (and after his or her
      death to his or her Beneficiary) in the same form as elected by the Participant
      under this Section.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    Notwithstanding
      any provision of the Plan to the contrary, if a Participant terminates
      employment after completing five (5) years of Service, has reached Retirement,
      incurs a Disability or dies while receiving annual installments prior to
      termination of employment pursuant to Section 7.2, such annual installments
      shall continue to be paid to the Participant (and after his or her death to
      his
      or her Beneficiary) in the same manner as if the Participant had not terminated
      employment, reached Retirement, incurred a Disability or died.

    


    All
      distributions under this Section shall be made on a pro rata basis from the
      Participant's Account Balances.

    


    
      	 	
              7.2

            	
              Scheduled
                Distributions Prior to Termination of Employment.
                A
                Participant may elect, on an Election Form, to receive a distribution
                of
                all or a portion of his or her Deferral Account, IR Stock Account
                and
                vested Discretionary Company Contribution Account with respect to
                a Plan
                Year(s) while still employed by the Company. A Participant’s election for
                a distribution under this Section shall be permitted only if the
                date
                specified on the Election Form by the Participant for such distribution
                (in the event of a lump sum) or the commencement of such distribution
                (in
                the event of annual installments) is no earlier than two (2) years
                from
                the last day of the Plan Year for which the portion of the Deferral
                Account, IR Stock Account and vested Discretionary Company Contribution
                Account to be distributed is actually deferred. A Participant may
                elect,
                on an Election Form, to extend the date for any distribution under
                this
                Section with respect to any Plan Year, provided such election occurs
                at
                least one year before the date of distribution most recently elected
                for
                that Plan Year by the Participant and the extension is for a period
                of not
                less than two (2) years after the date of distribution most recently
                elected for that Plan Year by the Participant. The Participant shall
                have
                the right to extend the date for any distribution under this Section
                for a
                Plan Year twice.

            


    

    


    At
      the
      time an election for a distribution under this Section is made, the Participant
      shall also elect, on the Election Form, the form of payment of the distribution.
      The Participant shall elect either (i) a lump sum payment to be paid as soon
      as
      soon as administratively practicable in the year specified by the Participant
      on
      the Election Form or (ii) annual installments over two (2), three (3), four
      (4)
      or five (5) years beginning as soon as administratively practicable in the
      year
      specified by the Participant on the Election Form.

    


    A
      Participant may elect, on an Election Form, to change the form of payment for
      any distribution under this Section for any Plan Year to any other form of
      payment permitted under this Section, provided such election occurs at least
      one
      (1) year before the date of distribution previously elected by the
      Participant.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    All
      distributions under this Section shall be made on a pro rata basis from the
      Participant's Deferral Account(s), IR Stock Account(s) and vested Discretionary
      Company Contribution Account(s), as applicable.

    


    
      	 	
              7.3

            	
              Termination
                of Employment Prior to Completing Five (5) Years of
                Service.
                If a Participant’s employment with the Company terminates prior to his or
                her completing five (5) years of Service, the vested portion of the
                Participant's Account Balances, if any, shall be distributed in a
                lump sum
                as soon as practicable in the year following the Participant's termination
                of employment. If a Participant’s employment with the Company terminates
                prior to his or her completing five (5) years of Service while receiving
                annual installments prior to termination of employment pursuant to
                Section
                7.2, such annual installments shall continue to be paid to the Participant
                (and after his or her death to his or her Beneficiary) in the same
                manner
                as if the Participant had not terminated employment prior to completing
                five (5) years of Service. For purposes of this Section, Disability,
                death
                and Retirement shall be deemed not to be a termination of
                employment.

            


    

    


    
      	 	
              7.4

            	
              Transfer
                of Employment.
                Notwithstanding any provision of Sections 7.1, 7.2 or 7.3 to the
                contrary,
                a Participant shall not be considered to have terminated employment
                during
                a Plan Year, if such Participant is continuously employed during
                that Plan
                Year by the Company, a Participating Employer, or any subsidiaries
                or
                affiliates of a Participating Employer, or any combination thereof.
                

            


    

    


    
      	 	
              7.5

            	
              Hardship
                Distribution.
                In the event that the Administrative Committee, upon written petition
                of
                the Participant (or the Participant’s Beneficiary) on an Election Form
                filed with the Administrative Committee specifying the Plan Year(s),
                from
                which payment shall be made, determines in its sole and absolute
                discretion, that the Participant (or the Participant’s Beneficiary) has
                suffered an Unforeseeable Financial Emergency, the Company may pay
                to the
                Participant (or the Participant’s Beneficiary) in a lump sum from the
                Participant’s Deferral Account(s), IR Stock Account(s), vested portion of
                the Discretionary Contribution Account(s) and the vested portion
                of the
                Supplemental Contribution Account(s) with respect to the specified
                Plan
                Year(s), as soon as practicable following such determination, an
                amount
                appropriate under the circumstances. All distributions under this
                Section
                shall be made on a pro rata basis from the Participant's Deferral
                Account(s), IR Stock Account(s), vested Discretionary Company Contribution
                Account(s) and vested Supplementary Contribution Account(s), as
                applicable. 

            


    

    


    
      	 	
              7.6

            	
              Early
                Distributions (with forfeiture).
                A
                Participant shall be permitted to elect, on an Election Form, to
                receive
                an Early Distribution in whole percentages of up to 100% of his or
                her
                Deferral Account(s), IR Stock Account(s) and vested Discretionary
                Company
                Contribution Account(s) with respect to a specified Plan Year(s),
                subject
                to the following restrictions:

            


    

     

    
      	 	
              (1)

            	
              10%
                of the amount elected by the Participant to be distributed as an
                Early
                Distribution shall be permanently forfeited and such forfeited amount
                shall be deducted from the amount to be distributed to the
                Participant.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (2)

            	
              If
                a Participant receives an Early Distribution, the Participant will
                be
                ineligible to participate in the Plan for the balance of the Plan
                Year in
                which the Early Distribution is received and for the following Plan
                Year.
                All Early Distributions shall be made on a pro rata basis from the
                Participant's Deferral Account(s), IR Stock Account(s) and vested
                Discretionary Company Contribution
                Account(s).

            


    

     

    
      	 	
              (3)

            	
              The
                Early Distribution shall be paid in a single lump sum as soon as
                administratively practicable after the Early Distribution election
                is
                made.

            


    

    


    
      	 	
              7.7

            	
              Form
                of Payments. All
                amounts in a Participant’s Deferral Account and Discretionary Company
                Contribution Account and payable to a Participant or Beneficiary
                under the
                Plan shall be paid in cash. All amounts in a Participant’s Supplemental
                Contribution Account and IR Stock Account and payable to a Participant
                or
                Beneficiary under the Plan shall be paid in IR Stock; except that,
                with
                respect to any fractional share, such fractional share shall be paid
                in
                cash.

            


    

    


    All
      distributions from the Plan that are to be paid in a specified number of annual
      installments shall be paid so that the amount of each annual installment is
      determined by dividing the total remaining number of units in the Participant’s
      Account Balance to be paid in annual installments by the number of years of
      annual installments remaining. 

    


    
      	 	
              7.8

            	
              Taxes;
                Withholding.
                To the extent required by law, the Company, or the trustee of the
                Trust,
                shall withhold from payments made hereunder an amount equal to at
                least
                the minimum taxes required to be withheld by the federal or any state
                or
                local government. The amount to be withheld and the manner in which
                amounts shall be withheld shall be determined in the sole discretion
                of
                the Company or the trustee of the
                Trust.

            


    

    


    
      	 	
              7.9

            	
              Distribution
                Provisions. Effective
                January 1, 2004, to the extent an agreement between the Company and
                a
                Participant contains provisions governing the form and/or timing
                of a
                distribution of a Discretionary Company Contribution made on behalf
                of the
                Participant, the distribution provisions of such agreement shall
                apply.
                Except as provided in an agreement between the Company and the
                Participant, the form and/or timing of a Discretionary Company
                Contribution shall be determined by the Administrative Committee
                in its
                sole and absolute discretion. 

            


    

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

    SECTION
      8

    


    BENEFICIARY
      DESIGNATION

    


    A
      Participant shall have the right to designate a Beneficiary(ies) to receive
      the
      Participant’s Account Balances in the event the Participant dies prior to
      receiving all of his or her Account Balances. A Beneficiary designation shall
      be
      made, and may be amended at any time, by the Participant by filing a written
      designation with the Administrative Committee, on such form and in accordance
      with such procedures as the Administrative Committee shall establish from time
      to time. A Participant may change the designated Beneficiary under the Plan
      at
      any time by providing such designation in writing to the Administrative
      Committee.

    


    If
      a
      Participant fails to designate a Beneficiary(ies), or if all designated
      Beneficiaries predecease the Participant, the Participant’s Beneficiary(ies)
      shall be deemed to be the Participant’s estate. If the Company is unable to
      determine a Participant's Beneficiary or if any dispute arises concerning a
      Participant's Beneficiary, the Company may pay benefits to the Participant's
      estate. Upon such payment, the Company shall have no further liability
      hereunder.

    


    If
      any
      distribution to a Beneficiary is to be made in annual installments, and the
      Beneficiary dies before receiving all such installments, the value of the
      remaining installments, if any, shall be paid to the estate of the Beneficiary
      in a lump sum.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    SECTION
      9

    


    AMENDMENT
      AND TERMINATION OF PLAN

    


    
      	 	
              9.1

            	
              Amendment.
                The Plan may, at any time and from time to time, be amended without
                the
                consent of any Participant or Beneficiary, (a) by the Compensation
                Committee of the Board of Directors of the Company or (b) by the
                Administrative Committee in the case of amendments which do not materially
                modify the provisions hereof; provided, however, that no amendment
                shall
                reduce any benefits accrued under the terms of the Plan prior to
                the date
                of amendment.

            


    

    


    
      	
            	9.2	
              Termination
                of Plan

            


    

    


    
      	 	
              a.

            	
              Company's
                Right to Terminate.
                The Board of Directors of the Company may terminate the Plan at any
                time
                and for any reason.

            


    

    


    
      	 	
              b.

            	
              Payments
                Upon Termination.
                Upon any termination of the Plan under this Section, Base Salary,
                Cash
                Incentive Compensation Awards, Dividends on Stock Grants, Discretionary
                Company Contributions and Supplemental Contributions shall prospectively
                cease to be deferred and, with respect to all such amounts previously
                deferred, the Company shall pay to the Participant, in a lump sum,
                as soon
                as administratively practicable, the value of the Participant’s Account
                Balances.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    SECTION
      10

    


    MISCELLANEOUS

    


    
      	 	
              10.1

            	
              Unsecured
                General Creditor.
                Benefits under the Plan shall be payable by the Company out of its
                general
                funds. The Company shall have the right to establish a reserve or
                make any
                investment for the purposes of satisfying its obligations hereunder
                for
                payment of benefits at its discretion, provided, however, that no
                Participant or Beneficiary shall have any interest in such investment
                or
                reserve. To the extent that any person acquires a right to receive
                benefits under the Plan, such rights shall be no greater than the
                right of
                any unsecured general creditor of the Company. No Participant shall
                have
                any rights or privileges of a stockholder of the Company or of a
                member of
                Ingersoll-Rand Company Limited under the Plan, including as a result
                of
                the crediting of units to a Participant’s IR Stock Account or Supplemental
                Contribution Account, except at such time as distribution is actually
                made
                from the Participant’s IR Stock Account or Supplemental Contribution
                Account, as applicable. 

            


    

    


    
      	 	
              10.2

            	
              Entire
                Agreement; Successors.
                The Plan, including the Election Form and any subsequently adopted
                amendments to the Plan or Election Form, shall constitute the entire
                agreement or contract between the Company and any Participant regarding
                the Plan. There are no covenants, promises, agreements, conditions
                or
                understandings, either oral or written, between the Company and any
                Participant relating to the subject matter hereof, other than those
                set
                forth herein. The Plan and any amendment hereof shall be binding
                on the
                Company and the Participants and, their respective heirs, administrators,
                trustees, successors and assigns, including but not limited to, any
                successors of the Company by merger, consolidation or otherwise by
                operation of law, and on all designated Beneficiaries of the
                Employee.

            


    

    


    
      	 	
              10.3

            	
              Non-Assignability.
                To the extent permitted by law, the right of any Participant or any
                Beneficiary in any benefit hereunder shall not be subject to attachment
                or
                any other legal process for the debts of such Participant or Beneficiary;
                nor shall any such benefit be subject to anticipation, alienation,
                sale,
                transfer, assignment or
                encumbrance.

            


    

    


    
      	 	
              10.4

            	
              No
                Contract of Employment. The
                establishment of the Plan or any modification hereof shall not give
                any
                Participant or other person the right to remain in the service of
                the
                Company, a Participating Employer, or any subsidiaries or affiliates
                of a
                Participating Employer, and all Participants and other persons shall
                remain subject to discharge to the same extent as if the Plan had
                never
                been adopted. 

            


    

    


    
      	 	
              10.5

            	
              Authorization
                and Source of Shares.
                Shares of IR Stock necessary to meet the obligations of the Plan
                have been
                reserved and authorized pursuant to resolutions adopted by the Board
                of
                Directors of the Company on December 4, 1996, and additional shares
                of IR
                Stock shall be reserved and authorized for delivery under the Plan
                from
                time to time. These shares of IR Stock may be provided from newly-issued
                or treasury shares.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.6

            	
              Singular
                and Plural.
                As the context may require, the singular may be read as the plural
                and the
                plural as the singular.

            


    

    


    
      	 	
              10.7

            	
              Captions.
                The captions to the articles, sections, and paragraphs of the Plan
                are for
                convenience only and shall not control or affect the meaning or
                construction of any of its
                provisions.

            


    

    


    
      	 	
              10.8

            	
              Applicable
                Law.
                The Plan shall be governed and construed in accordance with the laws
                of
                the State of New Jersey.

            


    

    


    
      	 	
              10.9

            	
              Severability.
                If any provisions of the Plan shall, to any extent, be invalid or
                unenforceable, the remainder of the Plan shall not be affected thereby,
                and each provision of the Plan shall be valid and enforceable to
                the
                fullest extent permitted by law.

            


    

    


    
      	 	
              10.10

            	
              Notice.
                Any notice or filing required or permitted to be given to the
                Administrative Committee shall be sufficient if in writing and hand
                delivered, or sent by registered or certified mail, to the Company
                at
                155 Chestnut
                Ridge Road, Montvale, NJ 07645, directed to the attention of the
                Senior
                Vice President, Human Resources. Such notice shall be deemed given
                as of
                the date of delivery or, if delivery is made by mail, as of the date
                shown
                on the postmark on the receipt for registration or certification.
                Any
                notice to the Participant shall be addressed to the Participant at
                the
                Participant’s residence address as maintained in the Company’s records.
                Any party may change the address for such party here set forth by
                giving
                notice of such change to the other parties pursuant to this
                Section.

            


    

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this amendment and restatement to be executed by its duly
      authorized representative as of August 1, 2007.

    
      	 	 	 
	 	
              INGERSOLL-RAND
                COMPANY

            
	 
 	 
 	 
 
	
            	By:  	
               /s/
                Marcia Avedon

            
	 	
              

              Marcia
                Avedon

              Senior
                Vice President

            


    

     

    
      
        
        

      

      
        22