Amendment to the Ingersoll-Rand Company Management Incentive Unit Plan



 Exhibit 10.19 
 AMENDMENT TO THE 
 INGERSOLL-RAND COMPANY 
 MANAGEMENT INCENTIVE UNIT PLAN 
 WHEREAS, Ingersoll-Rand Company (the “Company”) maintains the Ingersoll-Rand Company Management Incentive Unit Plan (the “Plan”) to provide benefits to certain individuals employed by the Company and its
subsidiaries; and 
 WHEREAS, no Management Incentive Unit Award has been made under the Plan since 1990, and all previously unvested
awards under the Plan became vested on January 1, 2003; and 
 WHEREAS, under Article XV of the Plan, the Company has reserved
the right to amend or terminate the Plan at any time; and 
 WHEREAS, the Company has decided to amend and/or clarify certain
provisions of the Plan to assure compliance with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if and to the extent that Section 409A applies to the Plan; and 
 WHEREAS, the Company has decided to limit its future obligations under the Plan and to simplify the future administration of the Plan. 

NOW, THEREFORE, the Plan is hereby amended, effective January 1, 2009, as set forth below: 
  

	1.	Notwithstanding any other provision of this Plan to the contrary, the amount standing to the credit of a Participant in the Incentive Ledger shall be paid to the Participant in a
single lump sum payment on the first day of the month that is at least sixty (60) days following the date of the Participant’s separation from service, as determined under the general rules of section 409A. Notwithstanding the foregoing,
in the event that the Participant is a specified employee, within the meaning of Section 409A(a)(2)(B)(i) on the date of the Participant’s separation from service, such payment shall not be made until the first day of the month that is at
least six (6) months after the date of the Participant’s separation from service. In the event of the Participant’s death prior to separation from service (or prior to the expiration of the six (6) months following separation
from service in the case of a specified employee), the lump sum payment shall be made to the Participant’s beneficiary on the first day of the month that is at least sixty (60) days following the date of the Participant’s death (or,
if earlier, the first day of the month that is at least six (6) months following the date of the Participant’s separation from service). 

  

	2.	Notwithstanding any other provision of the Plan to the contrary, neither the Committee nor the Company shall have the right to accelerate or otherwise modify the timing of payments
under the Plan in a manner inconsistent with the requirements to Section 409A, and no Participant shall have any elective right relating to the time or method of payment under the Plan. 









	3.	No additional cash payments shall be made to any Participant pursuant to Article VI of the Plan, and no Dividend Equivalents shall be credited to any Participant’s account in
the Incentive Ledger pursuant to the first sentence of Article VIII(a) of the Plan, with respect to any dividend declared on the stock of Ingersoll-Rand Company Limited after December 31, 2008. The foregoing shall not affect any
Participant’s right to have dividends with respect to Common Stock Equivalents that were credited to the Participant’s account on December 31, 2008 credited in the form of additional Common Stock Equivalents after December 31,
2008. 

 All capitalized terms used in this amendment have the same meaning as under the Plan. 
 IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized representative on this 22nd day of December, 2008. 
  

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


  

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