June
      6,
      2008 – revised June 10, 2008

    


    Mr.
      Steven Hochhauser

    21282
      East Saddle Rock Lane

    Aurora,
      CO 80016 

    


    Dear
      Steve,

    


    I
      am
      pleased to present you with an offer for the position of Senior Vice President
      and President Security Technologies reporting to me. This offer is contingent
      on
      our favorable review of supporting references, which we expect to complete
      soon.
      This position will be located in Carmel, IN. You will be presented to the Board
      of Directors at their first meeting following your date of hire for election
      as
      a Senior Vice President and Officer of Ingersoll-Rand Company Limited (the
      “Company”) to take effect on the date of your election. We look forward to your
      acceptance of this offer and becoming a part of our team.

    


    
      	
              1.

            	
              Your
                starting base salary will be at an annual rate of $525,000 (five
                hundred,
                twenty-five thousand U.S. dollars) paid monthly effective June 16,
                2008.

            


    

    


    
      	
              2.

            	
              This
                position is an “incentive eligible” position, which means you will be
                eligible to participate in the Annual Incentive Matrix (AIM) Program.
                Your
                annual opportunity is targeted at 90% of base salary. The actual
                award
                that an individual may receive can be higher or lower than the targeted
                amount depending upon individual performance and the performance
                of the
                Company. For the performance year 2008, your AIM award will be prorated
                based on the month that you begin employment with us. Please see
                the
                enclosed AIM brochure for further details on this
                program.

            


    

    


    
      	
              3.

            	
              You
                will be recommended for a sign-on award of 50,000 (fifty thousand)
                non-qualified stock options which will vest three years from date
                of grant
                (“cliff vesting”). This award is subject to approval by the Compensation
                Committee of the Company’s Board of Directors (the “Committee”) and to the
                terms and conditions of awards made under our Incentive Stock Plan.
                These
                options will be priced at the fair market value of Ingersoll Rand
                stock on
                the day the Committee considers and approves awards. Your award
                recommendation will be considered by the Committee at their first
                meeting
                following your first day of employment. The next scheduled meeting
                of the
                Committee is August 6, 2008. 

            


    

    


    Starting
      with performance year 2008 (first awardable February 2009) you will be eligible
      to receive stock option awards under the Incentive Stock Plan as administered
      by
      the Compensation Committee of the Board. Your annual opportunity is targeted
      at
      100% of your base salary. Annual stock option awards are contingent on and
      variable with your performance and the Company’s financial performance,
      specifically, earnings per share against plan. For the performance year 2008,
      your stock option award will be based on a full year of service. Please see
      the
      enclosed Stock Option brochure for further details on this program.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                Steven
                  Hochhauser

              	
                2

              	
                June
                  10, 2008

              


      

    

     

    
      	
              4.

            	
              You
                will be recommended to be a participant in the IR Performance Share
                Program (PSP) for a target award level of 12,000 performance shares
                starting performance year 2008, which will be awarded in February
                2009.
                Awards under the IR Performance Share Program are both contingent
                on and
                variable with achievement of specific objectives. The objectives
                are
                established each year by the Chairman and Compensation Committee
                of the
                Board of Directors. Individual awards from this program will become
                100%
                vested 12 months following the award date and will be settled in
                Ingersoll
                Rand common stock. Your PSP award opportunity for performance year
                2008
                (awarded February 2009) will be based on a full year consideration.
                Participation in the PSP includes stock ownership requirements, which
                will
                be described in greater detail upon your acceptance in the program
                by the
                Compensation Committee.

            


    

    


    As
      part
      of the Trane integration process, teams have been formed to work on the
      development of compensation programs including a redesigned Long Term Incentive
      Plan for the combined entity, which are expected to be in place by January
      1,
      2009.

    


    
      	
              5.

            	
              You
                will be eligible to participate in the IR Executive Deferred Compensation
                Plan (EDCP). The EDCP gives you the opportunity to defer almost all
                of
                your AIM award, PSP award and up to 50% of your base salary on a
                pretax
                basis. Information regarding the EDCP will be sent to you and a
                representative from our vendor, MullinTBG, will contact you to explain
                this program after you begin your
                employment.

            


    

    


    
      	
              6.

            	
              You
                will be eligible to participate in all employee benefit programs
                offered
                to all Ingersoll Rand salaried employees in accordance with the terms
                and
                conditions of those programs. The enclosed information summarizes
                these
                benefits. Please note that your medical, dental and life insurance
                coverage with Ingersoll Rand will commence on the first day of the
                month
                following employment.

            


    

    


    
      	
              7.

            	
              You
                will be eligible for four (4) weeks of paid vacation per year, which
                exceeds our normal Company policy. Vacation days are earned and accrued
                on
                a monthly basis each calendar year.

            


    

    


    
      	
              8.

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

            


    

    


    
      	
              9.

            	
              You
                will be eligible for the Company’s Executive Health Program, a copy of
                which is enclosed.

            


    

    


    
      	
              10.

            	
              This
                position is eligible for participation in the Elected Officer Supplemental
                Program (EOSP). The EOSP is a non-qualified defined benefit pension
                plan
                that substantially augments IR’s qualified pension plan and, as its name
                denotes, is reserved for elected officers of the company. Under this
                employment agreement you will earn double service credit (not vesting
                credit) for each of your first five years of employment with Ingersoll
                Rand. The EOSP vests at age 55 with 5 years of service. A brief summary
                is
                enclosed.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Steven
                Hochhauser

            	
              3

            	
              June
                10, 2008

            


    

     

    
      	
              11.

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

            


    

    


    
      	
              12.

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

            


    

    


    
      	
              13.

            	
              During
                the term of your employment, you will be eligible for the Company’s
                Relocation Program. The timing of the relocation will be at your
                discretion. 

            


    

    


    
      	
              14.

            	
              In
                the unlikely event of your involuntary termination from Ingersoll
                Rand for
                other than gross cause, as consideration for your release of whatever
                claims might be made, you will receive a) a severance payment of
                eighteen
                months base salary if termination is within five years of your date
                of
                hire, and twelve months base salary if termination is after such
                five
                years, plus b) a payment equal to your pro-rata target amount in
                the
                Annual Incentive Matrix (AIM) Program that is earned as of your
                termination date, to be paid according to plan provisions, in no
                case
                higher than the annual target level and c) a pro-rata payment of
                the
                Performance Share (PSP) Program that is earned as of your termination
                date, to be paid according to plan provisions, up to the target level.
                In
                addition, under such circumstances, you will have 90 days following
                your
                termination date within which to exercise your vested
                options.

            


    

    


    Steve,
      we
      all believe that you will make a significant contribution in this new role
      and
      look forward to your contribution to Ingersoll Rand. This offer of employment
      is
      contingent upon the satisfaction of several items, which are identified on
      the
      attached “Conditions of Offer” form. To accept this offer, please sign the
“Conditions of Offer” form and return it in the enclosed UPS envelope along with
      the completed employment application, Background Request form and Self-Identity
      form. 

    


    If
      you
      have any questions regarding your compensation and benefits, please contact
      Marcia Avedon (201-573-3563) or Rob Butler (201-573-3137).

    


    Sincerely,

    


    Herbert
      L. Henkel

    Chairman,
      President and

    Chief
      Executive Officer

    


    cc:
       Marcia
      Avedon

    Rob
      Butler 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Steven
                Hochhauser

            	
              4

            	
              June
                10, 2008

            


    

     

    Conditions
      of Offer

     

    This
      offer is contingent upon the following:

    


    
      	 	
              1.

            	
              Verification
                of information signed and submitted in connection with the Ingersoll
                Rand
                employment application and authorization for Release of Personal
                Data
                Records Information.

            


    

    


    
      	 	
              2.

            	
              Passing
                the required drug and alcohol screening. All test results will be
                handled
                in strict confidence. Attached is the substance abuse screen requirements
                and release along with the control form and list of
                locations.

            


    

    


    
      	 	
              3.

            	
              Providing
                proof of identity and employment eligibility pursuant to the Immigration
                Reform and Control Act of 1986 within three (3) working days after
                the
                actual commencement of work. A copy is enclosed with instructions
                for
                completing the form along with a list of acceptable verification
                documents.

            


    

    


    
      	 	
              4.

            	
              Understanding
                and agreement that your employment is to be “at will”. This means that you
                or the Company, for any reason or no reason, may terminate employment
                and
                that nothing in this offer is intended to create a contract of employment
                for any period of time.

            


    

    


    
      	 	
              5.

            	
              Understanding,
                agreeing and signing and returning the Code of Conduct and Proprietary
                Information forms.

            


    

    


    
      	 	
              6.

            	
              Your
                acceptance and execution of this offer in the space provided below,
                and
                its receipt by Ingersoll Rand no later than two weeks following the
                date
                of the offer.

            


    

     

    
      
        

      

    

    CANDIDATE
      ACCEPTANCE

    


    I
      accept
      your offer of employment with Ingersoll Rand, Security Technologies, as Senior
      Vice President and President Security Technologies and agree to the conditions
      hereon and in the offer letter.

    


    
      	
                 


            	 	
                 
                

            	 
	
              Steven
                Hochhauser

            	 	
              Date