IR
      EXECUTIVE DEFERRED COMPENSATION 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

            	
              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

            	
              2

            
	
              2.9

            	
              Compensation
                Committee

            	
              2

            
	
              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

            	
              3

            
	
              2.16

            	
              Elected
                Officer

            	
              3

            
	
              2.17

            	
              Election
                Form

            	
              3

            
	
              2.18

            	
              Eligible
                Employee

            	
              4

            
	
              2.19

            	
              ERISA

            	
              4

            
	
              2.20

            	
              Investment
                Option Subaccounts

            	
              4

            
	
              2.21

            	
              IR
                Stock

            	
              4

            
	
              2.22

            	
              IR
                Stock Account

            	
              4

            
	
              2.23

            	
              Participant

            	
              4

            
	
              2.24

            	
              Participating
                Employer

            	
              4

            
	
              2.25

            	
              Plan
                Year

            	
              4

            
	
              2.26

            	
              Retirement

            	
              4

            
	
              2.27

            	
              Return

            	
              5

            
	
              2.28

            	
              Separation
                from Service

            	
              5

            
	
              2.29

            	
              Service

            	
              5

            
	
              2.30

            	
              Stock
                Based Awards

            	
              5

            
	
              2.32

            	
              Stock
                Grant

            	
              5

            
	
              2.32

            	
              Supplemental
                Contribution

            	
              5

            
	
              2.33

            	
              Supplemental
                Contribution Account

            	
              5

            
	
              2.34

            	
              Trust

            	
              5

            
	
              2.35

            	
              Unforeseeable
                Financial Emergency

            	
              5

            
	 	 	 
	
              SECTION
                3 -

            	
              ADMINISTRATION
                OF THE PLAN

            	
              6

            


    

     

    
      
        
        

      

      
        (i)

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                4 - 

            	
              PARTICIPATION,
                DEFERRAL ELECTION AND INVESTMENT ELECTION

            	 
	 	 	 
	
              4.1

            	
              Participation
                and Deferral Election

            	
              7

            
	
              4.2

            	
              Investment
                Election

            	
              8

            
	
              4.3

            	
              Duration
                of Elections

            	
              9

            
	 	 	 
	
              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
                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

            	
              Separation
                from Service with Five Years of Service, etc.

            	
              15

            
	
              7.2

            	
              Scheduled
                Distributions Prior to Separation from Service

            	
              16

            
	
              7.3

            	
              Separation
                from Service Prior to Completing Five (5) Years of Service

            	
              17

            
	
              7.4

            	
              Unforeseeable
                Financial Emergency Distribution

            	
              17

            
	
              7.5

            	
              Required
                Delay in Distributions 

            	
              18

            
	
              7.6

            	
              Prohibition
                of Accelerations

            	
              18

            
	
              7.7

            	
              Medium
                of Payments

            	
              18

            
	
              7.8

            	
              Taxes;
                Withholding

            	
              18

            
	
              7.9

            	
              Distribution
                Provisions

            	
              18

            
	
              7.10

            	
              Treatment
                of Installments; Date of Distribution

            	
              19

            
	
              7.11

            	
              Timing
                of Initial Election Forms

            	
              19

            
	
              7.12
                

            	
              Effective
                Date of Distribution Provisions

            	
              19

            
	 	 	 
	
              SECTION
                8 -

            	
              BENEFICIARY
                DESIGNATION

            	
              20

            
	 	 	 
	
              SECTION
                9 - 

            	
              AMENDMENT
                AND TERMINATION OF PLAN

            	 
	 	 	 
	
              9.1

            	
              Amendment

            	
              21

            
	
              9.2

            	
              Termination
                of Plan

            	
              21

            


    

     

    
      
        
        

      

      
        (ii)

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                10 - 

            	
              MISCELLANEOUS

            	 
	 	 	 
	
              10.1

            	
              Unsecured
                General Creditor

            	
              22

            
	
              10.2

            	
              Entire
                Agreement; Successors

            	
              22

            
	
              10.3

            	
              Non-Assignability

            	
              22

            
	
              10.4

            	
              No
                Contract of Employment

            	
              22

            
	
              10.5

            	
              Authorization
                and Source of Shares

            	
              22

            
	
              10.6

            	
              Singular
                and Plural

            	
              23

            
	
              10.7

            	
              Captions

            	
              23

            
	
              10.8

            	
              Applicable
                Law

            	
              23

            
	
              10.9

            	
              Severability

            	
              23

            
	
              10.10

            	
              Notice

            	
              23

            


    

     

    
      
        
        

      

      
        (iii)

        
          

        

      

      
        
        

      

    


    IR
      Executive Deferred Compensation Plan II

    As
      Amended and Restated Effective August 1, 2007

     

    SECTION
      1

    


    STATEMENT
      OF PURPOSE

    


    The
      purpose of the IR Executive Deferred Compensation Plan II (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. 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 Executive Deferred Compensation Plan (the “Predecessor
      Plan”). The Predecessor Plan, which previously was 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.


    


    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, 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 2007), 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. Solely for purposes of this Section 2.7,
                the term
                “Company” shall mean Ingersoll-Rand Company
                Limited.

            


    

    


    
      	 	
              2.8

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

            


    

    


    
      	 	
              2.9

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

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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, Stock Based Awards, and (for periods prior to August 2, 2006)
                Dividends on Stock Grants actually deferred under the Plan by the
                Participant pursuant to Section 4 for any one Plan Year.
                

            


    

    


    
      	 	
              2.12

            	
              “Disability”
                means,
                with respect to a Participant: (a) a condition under which the
                Participant: (i) is unable to engage in any substantial gainful activity
                by reason of any medically determinable physical or mental impairment
                that
                can be expected to result in death or can be expected to last for
                a
                continuous period of not less than twelve months; or (ii) is, by
                reason of
                any medically determinable physical or mental impairment that can
                be
                expected to result in death or can be expected to last for a continuous
                period of not less than twelve months, receiving income replacement
                benefits for a period of not less than three months under an accident
                and
                health plan covering employees of the Company or a Participating
                Employer;
                or (b) any other condition under which the Participant is considered
                “disabled” within the meaning of Code Section
                409A(a)(2)(C).

            


    

    


    
      	 	
              2.13

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

            


    

    


    
      	 	
              2.15

            	
              “Dividends
                on Stock Grants”
                means the dividends on deferred vested Stock Grants payable to a
                Participant pursuant to the Ingersoll-Rand Company Incentive Stock
                Plan of
                1995 or the Ingersoll-Rand Company Incentive Stock Plan of 1998.
                Notwithstanding the foregoing, effective August 2, 2006, no additional
                Dividends on Stock Grants shall be credited under the Plan with respect
                to
                any Participant.

            


    

    


    
      	 	
              2.16

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

            


    

    


    
      	 	
              2.17

            	
              “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 or to the Plan’s recordkeeper 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.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	 	
              2.18
                

            	
              “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. 

            


    

    


    
      	 	
              2.19

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

            


    

    


    
      	 	
              2.20

            	
              “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.

            


    

    


    
      	 	
              2.21

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

            


    

    


    
      	 	
              2.22

            	
              “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.

            


    

    


    
      	 	
              2.23

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

            


    

    


    
      	 	
              2.24
                

            	
              “Participating
                Employer”
                means any direct or indirect parent, subsidiary or affiliate of the
                Company that is aggregated with the Company for purposes of Code
                Section
                409A.

            


    

    


    
      	 	
              2.25

            	
              “Plan
                Year”
                means a calendar year.

            


    

    


    
      	 	
              2.26

            	
              “Retirement”
                means, with respect to a Participant, Separation from Service after
                he or
                she has attained age 65 (62 for Elected Officers) or Separation from
                Service with at least five (5) years of
                Service.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	 	
              2.27

            	
              “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.

            


    

    


    
      	 	
              2.28

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

            


    

    


    
      	 	
              2.29

            	
              “Service”
                means periods of service with the Company or a Participating Employer
                as
                determined in accordance with Section 2.3 of the Ingersoll Rand Pension
                Plan Number One.

            


    

    


    
      	 	
              2.30

            	
              “Stock
                Based Awards”
                means awards, in lieu of any incentive or variable compensation to
                which a
                Participant is entitled from the Company or its subsidiaries or ERISA
                affiliates, of (i) Class A common shares of Ingersoll-Rand Company
                Limited, or (ii) restricted Class A common shares of Ingersoll-Rand
                Company Limited, or (iii) awards that are valued in whole, or in
                part, by
                reference to, or otherwise based on the fair market value of Class
                A
                common shares of Ingersoll-Rand Company
                Limited.

            


    

    


    
      	 	
              2.31

            	
              “Stock
                Grant”
                means a grant of IR Stock made to a Participant under the Company’s stock
                grant plan, which was frozen in February of
                2000.

            


    

    


    
      	 	
              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. Notwithstanding the foregoing, effective August
                2,
                2006, no additional Supplemental Contributions shall be credited
                under the
                Plan with respect to any
                Participant.

            


    

    


    
      	 	
              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.

            


    

    


    
      	 	
              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: (a) a severe financial hardship to the Participant resulting
                from
                an illness or accident of the Participant, the Participant’s spouse, or a
                dependent (as defined in Code Section 152(a)) of the Participant,
                loss of
                the Participant’s property due to casualty, or other similar extraordinary
                and unforeseeable circumstances arising as a result of events beyond
                the
                control of the Participant; or (b) such other definition of “unforeseeable
                emergency” within the meaning of Code Section
                409A(a)(2)(B)(ii).

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    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.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    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 for or during such Plan Year that will be deferred under
                the Plan.
                No Election Form shall be accepted by the Administrative Committee
                unless
                it provides that the Participant has elected to defer a combination
                of
                cash and/or Stock Based Award equal to a minimum of $5,000.
                

            


    

    


    Any
      election to defer a Deferral Amount for a Plan Year is irrevocable upon the
      filing of the Election Form, and must be properly completed and filed by the
      Participant no later than: 

    


    
      	 	
              (a)

            	
              In
                the case of the Participant’s Base Salary payable for a Plan Year: (i) the
                December 31 immediately preceding such Plan Year; or (ii) with respect
                to
                a new Participant who is described in Code Section 409A(a)(4)(B)(ii),
                the
                30th day after such new Participant first becomes eligible to participate
                in the Plan (provided that such election shall relate only to Base
                Salary
                for services performed subsequent to the date such Election Form
                is
                filed);

            


    

    


    
      	 	
              (b)

            	
              In
                the case of the Participant’s Cash Incentive Compensation payable during a
                Plan Year or Stock Based Awards granted during a Plan Year that constitute
                performance-based compensation for purposes of Code Section 409A:
                (i) the
                June 30 immediately preceding such Plan Year; or (ii) with respect
                to a
                new Participant who is described in Code Section 409A(a)(4)(B)(ii),
                the
                30th day after such new Participant first becomes eligible to participate
                in the Plan (provided that such election shall relate only to Cash
                Incentive Compensation and Stock Based Awards for services performed
                subsequent to the date such Election Form is
                filed);

            


    

    


    
      	 	
              (c)

            	
              In
                the case of Stock Based Awards granted during a Plan Year that do
                not
                constitute performance-based compensation for purposes of Code Section
                409A: (i) if, at the time the Participant obtains a legally binding
                right
                to such Stock Based Awards, the Stock Based Awards are subject to
                a
                substantial risk of forfeiture (within the meaning of Code Section
                409A)
                for a period of at least 13 months, the 30th day after the Participant
                obtains a legally binding right to such Stock Based Awards; and,
                (ii)
                otherwise (a) the December 31 immediately preceding the Plan Year
                during
                which the services for which such Stock Based Awards are granted
                will be
                performed, or (b) with respect to a new Participant who is described
                in
                Code Section 409A(a)(4)(B)(ii), the 30th day after such new Participant
                first becomes eligible to participate in the Plan (provided that
                such
                election shall relate only to Stock Based Awards for services performed
                subsequent to the date such Election Form is filed);
                

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    An
      Eligible Employee who fails to file a properly completed Election Form by the
      applicable date indicated above will be ineligible to defer under the Plan
      the
      Deferral Amount to which such applicable date relates. 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 the beginning
      of the first Plan Year after such percentage is 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 Participant shall not be permitted
      to make any future deferral election under this Section 4.1 for any future
      Plan
      Year. 

    


    
      	 	
              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.

            


    

    


    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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    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. 

    


    Notwithstanding
      any other provision of this Section 4.2, in no event may a Participant designate
      that any Base Salary deferred under the Plan or any earnings thereon be deemed
      to be invested in IR Stock, and in no event may a Participant designate that
      any
      Stock Based Awards or earnings thereon be deemed to be invested other than
      in IR
      Stock.

    


    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.

    


    
      	 	
              4.3

            	
              Duration
                of Elections.
                Notwithstanding anything to the contrary: (a) any election under
                Section
                4.1 (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
                Administrative Committee in accordance with Section 4.1; and (b)
                any
                election under Section 4.2 (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 Administrative
                Committee, 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 Administrative Committee; provided
                that nothing in this Section 4.3(b) shall permit a Participant to
                make
                such a written request as to the deemed investment of Stock Based
                Awards.

            


    

     

    
      
        
        

      

      
        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.
                Notwithstanding the foregoing, effective August 2, 2006, a Participant
                shall be fully vested in his or her Supplemental Contribution
                Account.

            


    

    


    
      	 	
              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 Stock Based Awards and 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 Stock
                Based Awards and 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. Effective August
                2, 2006, no further Supplemental Contributions shall be credited
                to a
                Participant’s Supplemental Contribution Account. 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, (ii)
                elects
                to defer Stock Based Awards pursuant to Section 4.1, or (iii) 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 Stock Based Awards shall
                be
                credited to a Participant’s IR Stock Account at the time such Stock Based
                Awards become vested. 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.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (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.

            


    

    


    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

            	
              Separation
                from Service with Five Years of Service, Retirement, Disability and
                Death.
                Except as otherwise provided in Section 7.5, effective August 1,
                2007 or
                as otherwise provided in Section 7.12, a Participant who has a Separation
                from Service after completing at least five (5) years of Service,
                has a
                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
                a lump sum in the Plan Year following the Participant’s Separation from
                Service, Retirement, Disability or death unless an optional form
                of
                benefit payment has been elected by the Participant 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
                4.11
                by the time specified in Section 7.11, 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, Retirement, Disability or
                death;

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    In
      the
      event of the Participant’s Separation from Service with five (5) years of
      Service, Retirement, Disability or death prior to the elected date for one
      or
      more scheduled distributions 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) at the time
      and in the form determined under this Section 7.1.

    


    Notwithstanding
      any provision of the Plan to the contrary, if a Participant has a Separation
      from Service after completing five (5) years of Service, has a Retirement,
      incurs a Disability or dies while receiving annual installments 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 a Separation from Service or Retirement,
      incurred a Disability or died.

    


    All
      distributions under this Section 7.1 shall be made on a pro rata basis from
      the
      Participant's Account Balances.

    


    
      	 	
              7.2

            	
              Scheduled
                Distributions Prior to Separation from Service.
                For each Plan Year’s Account Balance, a Participant may elect, on an
                initial Election Form filed in accordance with Section 4.1 by the
                time
                specified in Section 7.11, to receive a distribution of all or a
                portion
                of his or her Deferral Account, IR Stock Account, vested Discretionary
                Company Contribution Account and vested Supplemental 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 7.2 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, vested
                Discretionary Company Contribution Account, and vested Supplemental
                Contribution 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.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    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. The Participant shall have the right to extend
      the date for any distribution under this paragraph twice.

    


    All
      distributions under this Section 7.2 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 Supplemental Contribution
      Account(s), as applicable.

    


    
      	 	
              7.3

            	
              Separation
                from Service Prior to Completing Five (5) Years of
                Service.
                Except as otherwise provided in Section 7.5, if a Participant has
                a
                Separation from Service other than by reason of Retirement, Disability
                or
                death 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 in the Plan Year following the Participant's
                Separation from Service. If a Participant has a Separation from Service
                other than by reason of Retirement, Disability or death prior to
                his or
                her completing five (5) years of Service while receiving annual
                installments 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
                Separated from Service prior to completing five (5) years of Service.
                

            


    

    


    
      	 	
              7.4

            	
              Unforeseeable
                Financial Emergency Distribution.
                In the event that the Administrative Committee, upon written petition
                of
                the Participant on an Election Form filed with the Administrative
                Committee specifying the Plan Year(s) with respect to which payment
                shall
                be made, determines in its sole and absolute discretion, that the
                Participant has suffered an Unforeseeable Financial Emergency, the
                Company
                shall 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 Company 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, the amount necessary to satisfy such Unforeseeable
                Financial Emergency plus the amount necessary to pay taxes reasonably
                anticipated as a result of the distribution, after taking into account
                the
                extent to which the Unforeseeable Financial Emergency is or may be
                relieved through reimbursement or compensation by insurance or otherwise
                or by liquidation of the Participant’s assets (to the extent the
                liquidation of such assets would not itself cause severe financial
                hardship). 

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    All
      distributions under this Section 7.4 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. 

    


    
      	 	
              7.5

            	
              Required
                Delay in Distributions.
                Notwithstanding any other provision of this Plan to the contrary,
                no
                distribution shall be made to a Participant who is a “specified employee,”
                as determined by the Company through procedures consistent with and
                permitted under Code Section 409A(a)(2)(B)(i), by reason of such
                Participant’s Separation from Service or Retirement prior to the date that
                is six months after such Participant’s Separation from Service or
                Retirement. Any amounts that would otherwise be paid during the six-month
                period following such Participant’s Separation from Service or Retirement
                shall be paid on the first date such amount may be paid under the
                preceding provisions of this Section
                7.5.

            


    

    


    
      	 	
              7.6

            	
              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.

            


    

    


    
      	 	
              7.7

            	
              Medium
                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.

            


    

    


    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.
                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 to the extent
                such
                provisions are not inconsistent with the requirements of Code Section
                409A. 

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    
      	 	
              7.10
                

            	
              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 (determined after
                the
                application of Section 7.5) or such other date as may be permitted
                or
                required under Code Section 409A.

            


    

    


    
      	 	
              7.11

            	
              Timing
                of Initial Election Forms.
                Any election made on an initial Election Form (but not a subsequent
                Election Form) referenced in Section 7.1 or 7.2 that applies to a
                Deferral
                Amount or a Discretionary Company Contribution shall be irrevocable
                (except to the extent such election is subject to a subsequent election
                under Section 7.1 or 7.2 as permitted by Code Section 409A(a)(4)(C))
                and
                must be made no later than the election deadline that applies under
                Section 4.1 to such Deferral Amount or, in the case of a Discretionary
                Company Contribution, December 31 of the Plan Year preceding the
                Plan Year
                in which the Participant performs the services to which such Discretionary
                Company Contribution relates.

            


    

    


    
      	 	
              7.12

            	
              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.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


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


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    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.
                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.

            


    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    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,
                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.

            


    

    


    
      	 	
              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.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    
      	 	
              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

            


    

     

    
      
        
        

      

      
        23