IR-LIMITED
      DIRECTOR DEFERRED COMPENSATION

    AND
      STOCK AWARD PLAN II

    


    [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

              	 	
                Beneficiary

              	
                2

              
	
                2.3

              	 	
                Beneficiary
                  Designation Form

              	
                2

              
	
                2.4

              	 	
                Board

              	
                2

              
	
                2.5

              	 	
                Code

              	
                2

              
	
                2.6

              	 	
                Deferral
                  Account

              	
                2

              
	
                2.7

              	 	
                Deferral
                  Amount

              	
                2

              
	
                2.8

              	 	
                Deferred
                  IR Stock Award Account

              	
                2

              
	
                2.9

              	 	
                Election
                  Form

              	
                2

              
	
                2.10

              	 	
                Fees

              	
                3

              
	
                2.11

              	 	
                Investment
                  Option Subaccounts

              	
                3

              
	
                2.12

              	 	
                IR
                  Stock

              	
                3

              
	
                2.13

              	 	
                IR
                  Stock Account

              	
                3

              
	
                2.14

              	 	
                Participant

              	
                3

              
	
                2.15

              	 	
                Plan
                  Year

              	
                3

              
	
                2.16

              	 	
                Retirement

              	
                3

              
	
                2.17

              	 	
                Return

              	
                3

              
	
                2.18

              	 	
                Separation
                  from Service

              	
                3

              
	
                2.19

              	 	
                Supplemental
                  Contribution

              	
                3

              
	
                2.20

              	 	
                Supplemental
                  Contribution Account

              	
                3

              
	
                2.21

              	 	
                Trust

              	
                3

              
	 	 	 	 
	
                SECTION
                  3 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT
                  ELECTION

              	 
	 	 	 	 
	
                3.1

              	 	
                Participation
                  and Deferral Election

              	
                4

              
	
                3.2

              	 	
                Investment
                  Election

              	
                4

              
	
                3.3

              	 	
                Duration
                  of Elections

              	
                5

              
	 	 	 	 
	
                SECTION
                  4 - VESTING

              	 
	 	 	 	 
	
                4.1

              	 	
                Deferral
                  Amounts

              	
                6

              
	
                4.2

              	 	
                Supplemental
                  Contributions

              	
                6

              
	
                4.3

              	 	
                Mandatory
                  Fee Deferrals

              	
                6

              


      

    

     

    
      
        
        

      

      
        (i)

        
          

        

      

      
        
        

      

    

    

      
        	
                SECTION
                  5 - ACCOUNTS AND VALUATIONS

              
	 	 	 	 
	
                5.1

              	 	
                Deferral
                  Accounts

              	
                7

              
	
                5.2

              	 	
                Supplemental
                  Contribution Accounts

              	
                7

              
	
                5.3

              	 	
                IR
                  Stock Accounts

              	
                9

              
	
                5.4

              	 	
                Valuation
                  of Account Balance in Event of Change in Control

              	
                9

              
	
                5.5

              	 	
                Changes
                  in Capitalization

              	
                10

              
	
                5.6

              	 	
                Accounts
                  are Bookkeeping Entries

              	
                10

              
	
                5.7

              	 	
                Mandatory
                  Fee Deferral

              	
                10

              
	 	 	 	 
	
                SECTION
                  6 - DISTRIBUTION
                  OF ACCOUNTS

              	 
	 	 	 	 
	
                6.1

              	 	
                Termination,
                  Retirement and Death

              	
                12

              
	
                6.2

              	 	
                Scheduled
                  Distributions

              	
                13

              
	
                6.3

              	 	
                Prohibition
                  of Accelerations

              	
                14

              
	
                6.4

              	 	
                Medium
                  of Payments

              	
                14

              
	
                6.5

              	 	
                Change
                  in Control

              	
                14

              
	
                6.6

              	 	
                Taxes;
                  Withholding

              	
                14

              
	
                6.7

              	 	
                Treatment
                  of Installments; Date of Distribution

              	
                14

              
	
                6.8

              	 	
                Timing
                  of Initial Election Forms

              	
                14

              
	
                6.9

              	 	
                Effective
                  Date of Distribution Provisions

              	
                15

              
	 	 	 	 
	
                SECTION
                  7 - BENEFICIARY DESIGNATION

              	
                16

              
	 	 	 	 
	
                SECTION
                  8 - AMENDMENT AND TERMINATION OF PLAN

              	 
	 	 	 	 
	
                8.1

              	 	
                Amendment

              	
                17

              
	
                8.2

              	 	
                Termination
                  of Plan

              	
                17

              
	 	 	 	 
	
                SECTION
                  9 - MISCELLANEOUS

              	 
	 	 	 	 
	
                9.1

              	 	
                Unsecured
                  General Creditor

              	
                18

              
	
                9.2

              	 	
                Entire
                  Agreement; Successors

              	
                18

              
	
                9.3

              	 	
                Non-Assignability

              	
                18

              
	
                9.4

              	 	
                Authorization
                  and Source of Shares

              	
                18

              
	
                9.5

              	 	
                Singular
                  and Plural

              	
                18

              
	
                9.6

              	 	
                Captions

              	
                19

              
	
                9.7

              	 	
                Applicable
                  Law

              	
                19

              
	
                9.8

              	 	
                Severability

              	
                19

              


      

    

     

    
      
        
        

      

      
        (ii)

        
          

        

      

      
        
        

      

    

    
       

    

    IR-Limited
      Director Deferred Compensation and Stock Award Plan II

    As
      Amended and Restated Effective August 1, 2007


    


    SECTION
      1

    


    STATEMENT
      OF PURPOSE

    


    The
      purpose of the IR-Limited Director Deferred Compensation and Stock Award Plan
      II
      (the “Plan”) is to further increase the mutuality of interest between
      Ingersoll-Rand Company Limited, a Bermuda company (the “Company”), its
      non-employee members of the Board (“Non-employee Directors”) and members by
      providing its Non-employee Directors the opportunity to elect to defer receipt
      of cash compensation. The Plan shall be unfunded for tax purposes. To the extent
      Code Section 409A applies to the Plan, the terms of the Plan are intended to
      comply with that provision, and the terms of the Plan shall be interpreted
      and
      administered in accordance therewith.

    


    The
      Plan
      is a successor to the IR-Limited Director Deferred Compensation and Stock Award
      Plan (the “Predecessor Plan”). The Predecessor Plan, which previously was known
      as the Ingersoll-Rand Company Directors Deferred Compensation and Stock Award
      Plan, became effective on January 1, 1997, was amended and restated effective
      January 1, 2001.

    


    On
      December 31, 2004, the Company froze the Predecessor Plan with respect to all
      deferrals to the extent such deferrals would otherwise be subject to Code
      Section 409A (including amounts that were credited under the Predecessor Plan
      as
      of December 31, 2004 but were not grandfathered with respect to Code Section
      409A). Also on December 31, 2004, the Company adopted the Plan to provide for
      deferrals of amounts subject to Code Section 409A (including amounts that were
      credited under the Predecessor Plan as of December 31, 2004 but were not
      grandfathered with respect to Code Section 409A) on substantially the same
      terms
      as those provided under the Predecessor Plan to the extent such terms are not
      inconsistent with Code Section 409A.

    


    The
      Company now hereby amends and restates the Plan in its entirety to conform
      the
      terms of the Plan to the requirements under Code Section 409A. The Plan shall
      apply to (i) amounts initially deferred hereunder on or after January 1, 2005,
      (ii) amounts initially credited to the Predecessor Plan before January 1, 2005
      that, pursuant to the effective-date rules of Code Section 409A, are subject
      to
      the provisions of Code Section 409A, and (iii) investment earnings allocable
      to
      amounts described in (i) and (ii). Notwithstanding any other provision of this
      Plan, no amount will be deferred or credited under this Plan with respect to
      a
      Participant for a Plan Year if such amount is properly deferred or credited
      with
      respect to such Participant for such Plan Year under the Predecessor
      Plan.

     

    
      
        
        

      

      
        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, Deferred IR
                Stock Award Account, Supplemental Contribution Account and IR Stock
                Account for such Plan Year. The Account Balance shall be a bookkeeping
                entry only and shall be utilized solely as a device for the measurement
                and determination of the amounts to be paid to a Participant, or
                to the
                Participant’s designated Beneficiary, pursuant to the
                Plan.

            


    

    


    
      	 	
              2.2

            	
              “Beneficiary”
                means the person or persons designated as such in accordance with
                Section
                7.

            


    

    


    
      	 	
              2.3

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

            


    

    


    
      	 	
              2.4

            	
              “Board”
                means the Board of Directors of the
                Company.

            


    

    


    
      	 	
              2.5

            	
              “Code”
                means the Internal Revenue Code of 1986, as amended from time to
                time, and
                the regulations and other administrative guidance issued
                thereunder.

            


    

    


    
      	 	
              2.6

            	
              “Deferral
                Account”
                means, for each Plan Year, (i) the sum of all of a Participant’s Deferral
                Amounts (other than amounts deferred pursuant to Section 5.7), plus
                (ii)
                amounts credited in accordance with all the applicable crediting
                provisions of the Plan that relate to the Participant’s Deferral Account,
                less (iii) all distributions made to the Participant or to the
                Participant’s Beneficiary pursuant to the Plan that relate to the
                Participant’s Deferral Account.

            


    

    


    
      	 	
              2.7

            	
              “Deferral
                Amount”
                means the amount of Fees actually deferred under the Plan by the
                Participant pursuant to Section 3.1 and the amount of Fees automatically
                deferred pursuant to Section 5.7 for any one Plan
                Year.

            


    

    


    
      	 	
              2.8

            	
              “Deferred
                IR Stock Award Account”
                means, for each Plan Year, all of a Participant’s amounts deferred
                pursuant to Section 5.7.

            


    

    


    
      	 	
              2.9

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

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.10

            	
              “Fees”
                means retainer and meeting fees payable to Non-employee
                Directors.

            


    

    


    
      	 	
              2.11

            	
              “Investment
                Option Subaccounts”
                means the separate subaccounts, each of which corresponds to an investment
                option elected by the Participant with respect to a Participant’s Deferral
                Accounts.

            


    

    


    
      	 	
              2.12

            	
              “IR
                Stock”
                means the Class A common shares, par value $1.00 per share, of the
                Company.

            


    

    


    
      	 	
              2.13

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

            


    

    


    
      	 	
              2.14

            	
              “Participant”
                means a Non-employee Director participating in the Plan in accordance
                with
                the provisions of Section 3.

            


    

    


    
      	 	
              2.15

            	
              “Plan
                Year”
                means a calendar year.

            


    

    


    
      	 	
              2.16

            	
              “Retirement”
                means retirement in accordance with the Board’s retirement policy for
                Non-employee Directors.

            


    

    


    
      	 	
              2.17

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

            


    

    


    
      	 	
              2.18

            	
              “Separation
                from Service”
                means a separation from service within the meaning of Code Section
                409A(a)(2)(A)(i).

            


    

    


    
      	 	
              2.19

            	
              “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
                Fees that are deferred under Section 3.1 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.
                Notwithstanding the foregoing, effective August 2, 2006, no additional
                Supplemental Contributions shall be credited under the Plan with
                respect
                to any Participant.

            


    

    


    
      	 	
              2.20

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

            


    

    


    
      	 	
              2.21

            	
              “Trust”
                means the IR Grantor Trust Agreement, dated as of January 1, 2001
                between
                the Company and the trustee named therein, as amended from time to
                time.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    SECTION
      3

    


    PARTICIPATION,
      DEFERRAL ELECTION AND INVESTMENT ELECTION

    


    
      	 	
              3.1

            	
              Participation
                and Deferral Election.
                Non-employee Directors may elect to participate in the Plan for a
                given
                Plan Year by filing a completed Election Form for the Plan Year in
                the
                manner prescribed by the Secretary of the Company. The Election Form
                must
                specify the percentage or dollar amount of any Deferral Amount otherwise
                payable during such Plan Year that will be deferred under the Plan.
                

            


    

    


    Any
      election to defer a Deferral Amount otherwise payable for services provided
      by a
      Non-Employee Director during a Plan Year is irrevocable upon the filing of
      the
      Election Form, and must be properly completed and filed no later than: (i)
      the
      December 31 immediately preceding such Plan Year; or (ii) with respect to a
      new
      Non-employee Director who is described in Code Section 409A(a)(4)(B)(ii), before
      the earlier of the effective date of his or her election to the Board or the
      30th day after such new Non-employee Director first becomes eligible to
      participate in the Plan (provided that such election shall relate only to
      amounts earned subsequent to the date such Election Form is filed).

    


    A
      Non-employee Director who fails to file a properly completed Election Form
      by
      such date will be ineligible to defer a Deferral Amount under the Plan for
      the
      following Plan Year. In addition, the Company may establish from time to time
      such other enrollment requirements as it determines are necessary or
      proper.

    


    If
      the
      Company determines in good faith that a Participant no longer qualifies as
      a
      Non-employee Director, the Participant shall not be permitted to make any future
      deferral election under this Section 3.1 for any future Plan Year. 

    


    
      	 	
              3.2

            	
              Investment
                Election.
                In accordance with procedures established by the Company, prior to
                the
                time a Participant’s Deferral Amounts are credited to a Participant’s
                Deferral Account pursuant to Section 5.1, the Participant shall designate,
                on an Election Form, the types of investment options in which the
                Participant’s Deferral Amounts, other than Fees deferred under Section
                5.7, will be deemed to be invested for purposes of determining the
                amount
                of earnings to be credited to the Participant’s Deferral Account and, with
                respect to Deferral Amounts that are designated by the Participant
                to be
                deemed to be invested in IR Stock, the IR Stock Account.
                

            


    

    


    Subject
      to Section 5.3, in making the designations pursuant to this Section, the
      Participant may specify that all or any portion of the Participant’s Deferral
      Amount, other than Fees deferred under Section 5.7, be deemed to be invested,
      in
      whole percentage increments, in one or more of the types of investment options
      provided under the Plan. A Participant may change the designation made under
      this Section with respect to prior and/or future Deferral Amounts by filing
      an
      Election Form no later than the time specified by the Secretary of the Company,
      to be effective as of the first business day of the following month. If a
      Participant fails to elect a type of investment option under this Section,
      he or
      she shall be deemed to have elected the investment option designated by the
      Company as the default investment option.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    A
      Participant shall not be permitted to make any election under this Section
      3.2
      with respect to any Fees deferred under Section 5.7.

    


    
      	 	
              3.3

            	
              Duration
                of Elections.
                Notwithstanding anything to the contrary: (a) any election under
                Section
                3.1 (including a failure to make an election) shall remain in effect
                from
                Plan Year to Plan Year unless a written request to modify or terminate
                that election for a subsequent Plan Year is submitted to the Secretary
                of
                the Company in accordance with Section 3.1; and (b) any election
                under
                Section 3.2 (including a failure to make an election) shall remain
                in
                effect from Plan Year to Plan Year unless a written request to modify
                or
                terminate that election is submitted to the Secretary of the Company,
                which request shall be effective as to any Deferral Amount credited
                to the
                Participant’s Deferral Account 30 or more days after such written request
                is submitted to the Secretary of the Company; provided that nothing
                in
                this Section 3.3(b) shall permit a Participant to make such a written
                request as to the deemed investment of Fees deferred under Section
                5.7.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    SECTION
      4

    


    VESTING

    


    
      	 	
              4.1

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

            


    

    


    
      	 	
              4.2

            	
              Supplemental
                Contributions.
                A
                Participant shall vest in his or her Supplemental Contribution Account
                on
                the earliest of: (i) the fifth anniversary of the date the Supplemental
                Contribution is credited to the Participant's Supplemental Contribution
                Account; (ii) the date of the Participant's cessation of service
                on the
                Board by reason of Retirement or death; (iii) a Change in Control
                pursuant
                to Section 6.5; or (iv) a termination of the Plan pursuant to Section
                8.2.
                Notwithstanding the foregoing, effective August 2, 2006, a Participant
                shall be fully vested in his or her Supplemental Contribution
                Account.

            


    

    


    
      	 	
              4.3

            	
              Mandatory
                Fee Deferrals.
                A
                Participant shall be fully vested in his or her Deferred IR Stock
                Award
                Account.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    SECTION
      5

    


    ACCOUNTS
      AND VALUATIONS

    


    
      	 	
              5.1

            	
              Deferral
                Accounts.
                The Company shall establish and maintain a separate Deferral Account
                for
                each Participant for each Plan Year. All Deferral Amounts, other
                than
                Deferral Amounts that are deemed, at the Participant’s election, to be
                invested in IR Stock and Fees deferred under Section 5.7, shall be
                credited to the Participant’s Deferral Account on the date when the
                Deferral Amount would otherwise be paid to the Participant. All Deferral
                Amounts that are deemed, at the Participant’s election, to be invested in
                IR Stock shall be credited to the Participant’s IR Stock Account as
                described in Section 5.3. All Fees deferred under Section 5.7 shall
                be
                credited to the Participant’s Deferred IR Stock Award Account as described
                in Section 5.7.

            


    

    


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

     

    
      	 	
              (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 selected by the
                Company.

            


    

    


    
      	 	
              5.2

            	
              Supplemental
                Contribution Accounts.
                The Company shall establish and maintain a separate Supplemental
                Contribution Account for each Plan Year for each Participant who
                receives
                a Supplemental Contribution for such Plan Year. All Supplemental
                Contributions shall be credited to the Participant’s Supplemental
                Contribution Account on the same date that the Participant’s Deferral
                Amount for which the Supplemental Contribution is being made is credited
                to the Participant’s Deferral Account pursuant to Section 5.1. All of a
                Participant’s Supplemental Contributions shall be deemed to be invested
                in, and shall remain deemed to be invested in, IR Stock in the
                Participant’s Supplemental Contribution Account until such amounts are
                distributed from the Plan.

            


    

    


    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.

    
 

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    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.

    


    
      	 	
              5.3

            	
              IR
                Stock Accounts.
                The Company shall establish and maintain a separate IR Stock Account
                for
                each Plan Year for each Participant who elects to have all or a portion
                of
                his of her Deferral Amounts for such Plan Year invested in IR Stock.
                All
                Deferral Amounts that are deemed, at the Participant’s election, to be
                invested in IR Stock shall be credited to the Participant’s IR Stock
                Account on the date when the Deferral Amount would otherwise be paid
                to
                the Participant. Notwithstanding anything to the contrary, IR Stock
                credited to a Participant’s IR Stock Account may not be designated by the
                Participant to be deemed to be invested in any other investment option
                and
                shall remain invested in IR Stock in such IR Stock Account until
                distributed from the Plan. A Participant’s IR Stock Accounts shall be
                credited as follows:

            


    

    


    
      	 	
              (a)

            	
              On
                the day a Deferral Amount is credited to a Participant’s IR Stock Account,
                the Company shall credit the IR Stock Account with an amount equal
                to the
                Participant’s Deferral Amount.

            


    

    


    
      	 	
              (b)

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

            


    

    


    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.

    


    
      	 	
              5.4

            	
              Valuation
                of Account Balance in Event of Change in Control.
                In the event of a Change in Control pursuant to Section 6.5, the
                value of
                each IR Stock unit deemed to be invested in each IR Stock Account,
                Supplemental Contribution Account, and Deferred IR Stock Award Account
                shall be equal to the closing price of one share of IR Stock on the
                New
                York Stock Exchange-Composite Tape on the date of the transaction
                constituting the Change in Control if IR Stock is traded on the New
                York
                Stock Exchange on such date, or, if IR Stock is not traded on the
                New York
                Stock Exchange on such date but is traded on another securities market
                on
                such date, the closing price of one share of IR Stock on such securities
                market on such date, or, in any other case, the value of one share
                of IR
                Stock as determined under the terms of the transaction constituting
                the
                Change in Control. 

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    In
      the
      event of a Change in Control pursuant to Section 6.5, the value of a
      Participant’s Account Balances for all investment options other than IR Stock
      shall be determined as of the end of the month during which the Change in
      Control occurs.

    


    
      	 	
              5.5

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

            


    

    


    
      	 	
              5.6

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

            


    

    


    
      	 	
              5.7

            	
              Mandatory
                Fee Deferral.
                On each IR Stock quarterly dividend payment date a portion of each
                Non-employee
                Director’s
                Fees equal to $15,000 shall be deferred and credited to the Deferred
                IR
                Stock Award Account of such Non-employee Director. Effective January
                1,
                2007, the amount of mandatory fee deferral shall be increased to
                $23,000.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    A
      Participant’s Deferred IR Stock Award Account shall be credited as
      follows:

    


    
      	 	
              (a)

            	
              On
                the day the Fees are credited to a Participant’s Deferred IR Stock Award
                Account, the Company shall credit the Deferred IR Stock Award Account
                with
                an amount equal to the Fees that are deferred pursuant to this
                Section.

            


    

    


    
      	 	
              (b)

            	
              All
                Fees that are deferred pursuant to this Section shall be credited
                to a
                Participant’s Deferred IR Stock Award Account in units or fractional
                units. The value of each unit shall be determined each business day
                and
                shall equal the closing price of one share of IR Stock on the New
                York
                Stock Exchange-Composite Tape. On each date that Fees under this
                Section
                are credited to the Participant’s Deferred IR Stock Award Account, the
                number of units to be credited shall be determined by dividing the
                amount
                of such Fees by the value of a unit on such
                date.

            


    

    


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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    SECTION
      6

    


    DISTRIBUTION
      OF ACCOUNTS

    


    
      	 	
              6.1

            	
              Separation
                from Service and Death.
                Effective August 1, 2007 or as otherwise provided in Section 6.9,
                a
                Participant who has a Separation from Service or dies shall be paid
                his or
                her vested Account Balances (and after his or her death to his or
                her
                Beneficiary) in a lump sum in the Plan Year following the Participant’s
                Separation from Service or death unless an optional form of benefit
                payment is elected in accordance with the next sentence. For each
                Plan
                Year’s Account Balance the Participant may elect on an initial Election
                Form filed in accordance with Section 3.1 by the time specified in
                Section
                6.8, an optional form of benefit payment from among the
                following:

            


    

     

    
      	 	
              (1)

            	
              Annual
                installments over five (5) years commencing in the Plan Year following
                the
                Participant’s Separation from Service or
                death;

            


    

     

    
      	 	
              (2)

            	
              Annual
                installments over ten (10) years commencing in the Plan Year following
                the
                Participant’s Separation from Service or
                death;

            


    

     

    
      	 	
              (3)

            	
              Annual
                installments over fifteen (15) years commencing in the Plan Year
                following
                the Participant’s Separation from Service or death;
                and

            


    

     

    
      	 	
              (4)

            	
              A
                lump sum distribution payable in the Plan Year specified by the
                Participant on such Election Form; provided that such specified year
                shall
                be no less than one (1) year and no more than five (5) years following
                the
                Participant’s Separation from Service or death.


            


    

     

    Notwithstanding
      the foregoing, a Participant may irrevocably elect, on a subsequent Election
      Form, to change the form and/or extend the timing of a distribution under this
      Section to a lump sum distribution payable in the Plan Year specified by the
      Participant on such Election Form, which Plan Year shall not be later than
      ten
      (10) years following the Participant’s Separation from Service or death,
      provided that, as and to the extent required by Code Section 409A(a)(4)(C):
      (i)
      no such election shall take effect until twelve months after the date on which
      such election was made; (ii) no such election (other than an election related
      to
      a distribution payable by reason of death) shall be effective unless it defers
      by a period of at least five years the date on which such distribution would
      otherwise be made or begin; and (iii) no such election related to a distribution
      payable at a specified time or pursuant to a fixed schedule (within the meaning
      of Code Section 409A(a)(2)(A)(iv)) may be made within twelve months of the
      date
      such distribution would otherwise be made. As and to the extent required under
      Code Section 409A(a)(4)(C), the first day of the Plan Year in which a
      distribution would otherwise be made or begin (but for an election made by
      the
      Participant under this paragraph) shall be treated as the date the distribution
      would otherwise be made or begin for purposes of the rules set forth in the
      preceding sentence. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    In
      the
      event of the Participant’s Separation from Service or death prior to the elected
      date for one or more scheduled distributions pursuant to Section 6.2, the
      portion of the Participant’s Account Balance associated with such
      distribution(s) shall be paid to the Participant (and after his or her death
      to
      his or her Beneficiary) at the time and in the form determined under this
      Section 6.1.

    


    Notwithstanding
      any provision of the Plan to the contrary, if a Participant has a Separation
      from Service or dies while receiving annual installments pursuant to Section
      6.2, such annual installments shall continue to be paid to the Participant
      (and
      after his or her death to his or her Beneficiary) in the same manner as if
      the
      Participant had not had a Separation from Service or died.

    


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

    


    
      	 	
              6.2

            	
              Scheduled
                Distributions.
                A
                Participant may elect, on an initial Election Form filed in accordance
                with Section 3.1 by the time specified in Section 6.8, to receive
                a
                distribution of all or a portion of his or her Deferral Account and
                IR
                Stock Account with respect to such Plan Year(s) while still a Non-employee
                Director. A Participant’s election for a distribution under this Section
                shall be permitted only if the date specified on the Election Form
                by the
                Participant for such distribution (in the event of a lump sum) or
                the
                commencement of such distribution (in the event of annual installments)
                is
                no earlier than two (2) years from the last day of the Plan Year
                for which
                the portion of the Deferral Account and IR Stock Account to be distributed
                is actually deferred. At the time an election for a distribution
                under
                this Section is made, the Participant shall also elect, on the Election
                Form, the form of payment of the distribution. The Participant shall
                elect
                either (i) a lump sum payment to be paid in the Plan Year specified
                by the
                Participant on the Election Form or (ii) annual installments over
                two (2),
                three (3), four (4) or five (5) years beginning in the Plan Year
                specified
                by the Participant on the Election
                Form.

            


    

    


    A
      Participant may irrevocably elect, on a subsequent Election Form, to change
      the
      form and/or extend the timing of a distribution under this Section, provided
      that, as and to the extent required by Code Section 409A(a)(4)(C): (i) no such
      election shall take effect until twelve months after the date on which such
      election was made; (ii) no such election shall be effective unless it defers
      by
      a period of at least five years the date on which such distribution would
      otherwise be made or begin; and (iii) no such election may be made within twelve
      months of the date such distribution would otherwise be made. As and to the
      extent required under Code Section 409A(a)(4)(C),
      the
      first day of the Plan Year in which a distribution would otherwise be made
      or
      begin (but for an election made by the Participant under this paragraph) shall
      be treated as the date the distribution would otherwise be made or begin for
      purposes of the rules set forth in the preceding sentence. 

    


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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.3

            	
              Prohibition
                of Accelerations.
                Except to the extent that the Company is permitted under Code Section
                409A(a)(3) to exercise discretion to accelerate distributions under
                the
                Plan, the time or schedule of any distribution hereunder shall not
                be
                accelerated.

            


    

    


    
      	 	
              6.4

            	
              Medium
                of Payments.
                All amounts in a Participant’s Deferral Account and payable to a
                Participant or Beneficiary under the Plan shall be paid in cash.
                All
                amounts in a Participant’s Supplemental Contribution Account, Deferred IR
                Stock Award Account, and IR Stock Account and payable to a Participant
                or
                Beneficiary under the Plan shall be paid in IR Stock.
                

            


    

    


    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.

    


    
      	 	
              6.5

            	
              Change
                in Control.
                In the event of a change in the ownership or effective control of
                the
                Company or in the ownership of a substantial portion of the assets
                of the
                Company, within the meaning of Code Section 409A(a)(2)(A)(v) (a “Change in
                Control”), all Account Balances shall be valued pursuant to Section 5.4,
                and shall be distributed in a lump sum within forty five (45) days
                following such Change in Control.

            


    

    


    
      	 	
              6.6

            	
              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.

            


    

    


    
      	 	
              6.7
                

            	
              Treatment
                of Installments; Date of Distribution.
                For purposes of Code Section 409A, any series of installment payments
                payable to or with respect to a single Participant shall be treated
                as a
                single payment under the Plan. Any distribution due under the Plan
                shall
                be made by the last day of the Plan Year in which such distribution,
                disregarding this sentence, is due under the Plan or such other date
                as
                may be permitted or required under Code Section
                409A.

            


    

    


    
      	 	
              6.8

            	
              Timing
                of Initial Election Forms.
                Any election made on an initial Election Form (but not a subsequent
                Election Form) referenced in Section 6.1 or 6.2 that applies to a
                Deferral
                Amount shall be irrevocable (except to the extent such election is
                subject
                to a subsequent election under Section 6.1 or 6.2 as permitted by
                Code
                Section 409A(a)(4)(C)) and must be made no later than the election
                deadline that applies under Section 3.1 to such Deferral Amount or,
                in the
                case of a Fees described in Section 5.7, December 31 of the Plan
                Year
                preceding the Plan Year in which the Participant performs the services
                to
                which such Fees relate.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.9

            	
              Effective
                Date of Distribution Provisions.
                Notwithstanding any other provision of this Plan and in accordance
                with
                Code Section 409A, the provisions of the Plan in effect as of July
                31,
                2007 shall apply through December 31, 2007 to the extent that this
                amendment and restatement of the Plan as of August 1, 2007 would
                (a) cause
                an amount otherwise payable during 2007 not to be payable during
                2007 or
                (b) cause an amount not otherwise payable during 2007 to be payable
                during
                2007.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    SECTION
      7

    


    BENEFICIARY
      DESIGNATION

    


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

    


    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 remaining
      installments, if any, shall continue to be paid as installments to the estate
      of
      the Beneficiary.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    SECTION
      8

    


    AMENDMENT
      AND TERMINATION OF PLAN

    


    
      	 	
              8.1

            	
              Amendment.
                The Plan may, at any time and from time to time, be amended without
                the
                consent of any Participant or Beneficiary, by the Board (or an authorized
                Committee of the Board); provided, however, that no amendment shall
                reduce
                any benefits accrued under the terms of the Plan prior to the date
                of
                amendment.

            


    

    


    
      	
            	8.2	
              Termination
                of Plan

            


    

    


    
      	 	
              a.

            	
              Company's
                Right to Terminate.
                The Board (or an authorized Committee of the Board) may terminate
                the Plan
                at any time and for any reason.

            


    

    


    
      	 	
              b.

            	
              Payments
                Upon Termination. As
                and to the extent permitted under Code Section 409A, all amounts
                deferred
                under the Plan with respect to a Participant shall be paid to the
                Participant, in a lump sum, upon the Company’s termination and liquidation
                of the Plan, provided that: (1) the termination and liquidation do
                not
                occur proximate to a downturn in the financial health of the Company;
                (2)
                the Company terminates and liquidates all agreements, methods, programs,
                and other arrangements sponsored by the Company that would be aggregated
                with the Plan and any other terminated and liquidated agreements,
                methods,
                programs, and other arrangements under Code Section 409A if the
                Participant had deferrals of compensation under all the agreements,
                methods, programs, and other arrangements that are terminated and
                liquidated; (3) no payments in liquidation of the Plan are made within
                12
                months of the date the Company takes all necessary action irrevocably
                to
                terminate and liquidate the Plan other than payments that would be
                payable
                under the terms of the Plan if the action to terminate and liquidate
                the
                Plan had not occurred; (4) all payments are made within 24 months
                of the
                date the Company takes all necessary action irrevocably to terminate
                and
                liquidate the Plan; and (5) the Company does not adopt a new plan
                that
                would be aggregated with the Plan or any other terminated and liquidated
                plan under Code Section 409A if the Participant participated in both
                plans, at any time within three years following the date the Company
                takes
                all necessary action irrevocably to terminate and liquidate the
                Plan.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    SECTION
      9

    


    MISCELLANEOUS

    


    
      	 	
              9.1

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

            


    

    


    
      	 	
              9.2

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

            


    

    


    
      	 	
              9.3

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

            


    

    


    
      	 	
              9.4

            	
              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
                on
                December 4, 1996, and additional shares of IR Stock shall be reserved
                and
                authorized for delivery under the Plan from time to time. These shares
                of
                IR Stock may be provided from newly-issued or treasury
                shares.

            


    

    


    
      	 	
              9.5

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

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              9.6

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

            


    

    


    
      	 	
              9.7

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

            


    

    


    
      	 	
              9.8

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

            


    

     

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

    


    
      	 	 	 
	 	INGERSOLL-RAND
              COMPANY LIMITED
	 
 	 
 	 
 
	
            	By:  	  /s/
              Marcia Avedon
	 	
              
Marcia
              Avedon
	 	Senior
              Vice President


    

     

    
      
        
        

      

      
        18