Unassociated Document


     

    TRANE
      INC. 

    SUPPLEMENTAL
      SAVINGS PLAN

    (Restated
      to include all amendments through June 5, 2008)

    


    Section
      1. Purpose The purpose of the Plan is
      to provide those participants in the Trane Employee Stock Ownership Plan (the
      “ESOP”), the Trane Savings Plan (the “Savings Plan”) and the Trane Pension Plan
      (the “Pension Plan”), who are not Corporate Officers participating in the
      Company’s SERP, and whose employer contributions under the ESOP, the Savings
      Plan and the Pension Plan have been cut back by the statutory reduction to
      the
      amount of annual compensation recognizable for qualified plan benefit accruals
      under Section 401(a)(17) of the Code, with an annual benefit, subject to certain
      limitations, to roughly reflect the equivalent value of lost ESOP, Savings
      Plan
      and Pension Plan contributions.

     

    Section
      2. Definitions Whenever used herein,
      the following terms shall have the meanings set forth below. Words in the
      masculine gender shall also include the feminine gender.

     

    2.1 Affected
      Earnings means
      that portion, if any, of a Participant’s Eligible Compensation for a calendar
      year in excess of the Statutory Limitation, provided that, if more than one
      Valuation Date occurs in a calendar year, the Plan Administrator shall allocate
      Affected Earnings in such manner as the Plan Administrator shall specify from
      time to time.

     

    2.2 Applicable
      Interest Rate means for any calendar year, the interest rate used to credit
      interest to Participants’ accounts under the Pension Plan.

     

    2.3 Board
      means the Board of Directors of Ingersoll-Rand Company Limited (“Ingersoll
      Rand”).

     

    
      
        
        

      

      
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    2.4 Cash
      Account means a separate memorandum account established in respect of a
      Participant which shall be credited with awards under the Plan intended to
      compensate such Participant for employer contributions under the Pension Plan
      which have been cut back due to the Statutory Limitation.

     

    2.5 Code
      means the Internal Revenue Code of 1986, as amended, or any subsequent income
      tax law of the United States. References to Code shall be deemed to include
      all
      subsequent amendments of those sections or the corresponding provisions of
      any
      subsequent income tax law.

     

    2.6
       Common Stock means the common stock, par value $0.01 per share, of
      Ingersoll Rand.

     

    2.7 Company
      means Trane Inc., a Delaware corporation.

     

    2.8 Disability
      means,
      effective January 1, 2005, the Participant (i) is unable to engage in any
      substantial gainful activity by reason of any medically determinable physical
      or
      mental impairment which can be expected to result in death or can be expected
      to
      last for a continuous period of not less than twelve (12) months or (ii) is
      by
      reason of medically determinable physical or mental impairment, which can be
      expected to last for a continuous period of not less than twelve (12) months,
      receiving income replacement benefits for a period of not less than three (3)
      months under an accident and health plan covering employees of the Participant’s
      employer.

     

    2.9 Eligible
      Compensation means, for any calendar year beginning on or after January 1,
      2006, the Participant’s total remuneration, up to a maximum of $250,000
      ($235,000 for calendar years prior to January 1, 2006), that would have been
      included in the definition of compensation under the ESOP, the Savings Plan
      and
      the Pension Plan but for the Statutory Limitation.

     

    
      
        
        

      

      
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    2.10 Employer
      Contribution Percentage means for each Participant the sum of (a) 3% plus
      (b) the percentage of such Participant’s compensation for which the Company
      actually provided a matching contribution under the Savings Plan during the
      year, determined by taking into account (i) such Participant’s level of
      contributions throughout the year and (ii) whether or not such Participant
      also
      participated in the Pension Plan.

     

    2.11 Fair
      Market Value on any date means the closing price of a Share on such date as
      reported on the New York Stock Exchange consolidated reporting system, provided
      that, in the event that there are no Common Stock transactions reported on
      such
      date, Fair Market Value shall mean the closing price of a Share on the
      immediately preceding date on which Common Stock transactions were so
      reported.

     

    2.12 Participant
      means with respect to each calendar year any participant in the ESOP, the
      Savings Plan or the Pension Plan, who is not a corporate officer of the Company
      who also actively participates in the Company’s Executive Supplemental
      Retirement Benefit Program (the “SERP”), and whose allowable employer
      contributions under the ESOP, the Savings Plan or the Pension Plan have been
      determined by the Plan Administrator to have been cut back by the Statutory
      Limitation.

     

    2.13 Plan
      means this Trane Inc. Supplemental Savings Plan. 

     

    2.14 Plan
      Unit means a Participant’s right to receive pursuant to the Plan one Share
      upon such Participant’s Termination of Employment, which right is subject to
      forfeiture in accordance with Section 14 (a) of the Plan.

     

    2.15 Share
      means a share of Common Stock.

     

    
      
        
        

      

      
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    2.16 Statutory
      Limitation
      means for any calendar year the maximum dollar amount of compensation that
      may
      be taken into account under the ESOP, the Savings Plan and the Pension Plan
      pursuant to section 401(a) (17) of the Code. 

     

    2.17 Stock
      Account means a separate memorandum account established in respect of a
      Participant which shall be credited with Plan Units intended to compensate
      such
      Participant for employer contributions under the ESOP and Savings Plan which
      have been cut back due to the Statutory Limitation.

     

    2.18 Termination
      of Employment means a Participant’s termination of service as such is
      defined for purposes of the ESOP, the Savings Plan and the Pension Plan.


     

    2.19 Valuation
      Date means
      the last day of any calendar year (or such other date or dates as the Plan
      Administrator may specify from time to time).

     

    2.20 WABCO
      Spin Off means the distribution by the Company of WABCO Holding, Inc. to the
      Company’s shareholders.

     

    Section
      3. Form
      of Benefits.  Benefits
      awarded under this Plan shall be in the form of either (a) Plan Units and
      fractions thereof, with each Plan Unit to be equivalent to one Share or (b)
      cash
      equivalent credits to the Cash Account.

    


    Section
      4.  Stock
      Account. The
      Company shall maintain a Stock Account for each Participant. For each award
      of
      Plan Units, the Stock Account shall note the number of Plan Units and fractions
      thereof awarded, the date of the award, as well as the Fair Market Value that
      was used to determine the award of Plan Units and fractions
      thereof.

     

    
      
        
        

      

      
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    Section
      5. Cash
      Account. The
      Company shall maintain a Cash Account for each Participant who receives an
      award
      under the Plan due to such individual’s participation in the Pension Plan. For
      each award to the Cash Account, the account shall note the amount credited,
      the
      date of the award and interest accrued according to this Section 5. Any amounts
      credited to the Cash Account shall earn interest at the Applicable Interest
      Rate
      in effect for each calendar year, which interest shall be credited in the same
      manner as credited to Participants’ accounts under the Pension Plan.


    


    Section
      6. Awarding
      of Plan Units.  As
      of the
      Valuation Date, the Company will add to each Participant’s Stock Account that
      number of Plan Units and/or fractions thereof equal to the quotient
      of:

     

    (a)
       the
      Employer Contribution Percentage of the Participant’s Affected Earnings divided
      by 

     

    (b)
       the
      Fair
      Market Value as of the Valuation Date.

     

    Notwithstanding
      anything to the contrary herein, a Participant whose employer contributions
      to
      the ESOP or Savings Plan have been limited by provisions of the Code applicable
      to contributions to qualified retirement plans other than the provisions of
      Section 401(a)(17) of the Code before such Participant would have otherwise
      been
      limited under Section 401(a)(17) of the Code shall be eligible for an award
      of
      Plan Units to the same extent as if such Participant had not first been limited
      by such other provisions. Notwithstanding the foregoing, for so long as the
      Valuation Date occurs less frequently than by each payroll period, no
      Participant shall be entitled to the foregoing award of Plan Units if such
      Participant has experienced a Termination of Employment before the applicable
      Valuation Date. 

    


    
      
        
        

      

      
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    Except
      as
      otherwise provided in Section 9, whenever a dividend other than a dividend
      payable in the form of Shares is declared with respect to Ingersoll Rand’s
      Common Stock, the number of Plan Units in the Participant’s Stock Account shall
      be increased by a number of Plan Units determined by dividing (i) the product
      of
      (A) the number of Plan Units in the Participant’s Stock Account on the related
      dividend record date and (B) the amount of any cash dividend declared by
      Ingersoll Rand on a Share (or, in the case of any dividend distributable in
      property other than Common Stock, the per share value of such dividend, as
      determined by Ingersoll Rand for purposes of income tax reporting) by (ii)
      the
      Fair Market Value Per Share on the related dividend payment date. 

    


    Section
      7 Awards
      to the Cash Account.  As
      of
      each Valuation Date, the Company will add to the Cash Account of any Participant
      who suffered a reduction in employer credits to the Pension Plan as a result
      of
      the Statutory Reduction an amount equal to 3% of such Participant’s Affected
      Earnings. Notwithstanding anything to the contrary herein, a Participant whose
      employer contributions to the Pension Plan have been limited by provisions
      of
      the Code applicable to contributions to qualified retirement plans other than
      the provisions of Section 401(a)(17) of the Code before such Participant would
      have otherwise been limited under Section 401(a)(17) of the Code shall be
      eligible for an award under this Section 7 to the same extent as if such
      Participant had not first been limited by such other provisions.

     

    Notwithstanding
      the foregoing, for so long as the Valuation Date occurs less frequently than
      by
      each payroll period, no Participant shall be entitled to an award if such
      Participant has experienced a Termination of Employment before the applicable
      Valuation Date.

     

    
      
        
        

      

      
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    Section
      8  Vesting
      and Forfeitures. Any
      Participant who is employed by the Company or an Affiliate as of January 1,
      2004
      shall, subject to the last sentence of the first paragraph of Section 6 and
      the
      last sentence of Section 7, be 100% vested in their Cash and Stock Accounts
      at
      all times. Cash Account balances of those Participants who are first employed
      by
      the Company or an Affiliate (as such term is defined in the Pension Plan) after
      January 1, 2004 shall vest in accordance with the vesting rules in effect for
      the Pension Plan. Stock Account balances of those Participants who are first
      employed by the Company or an Affiliate (as such term is defined in the Savings
      Plan) after January 1, 2004 shall vest in accordance with the vesting rules
      in
      effect for the Savings Plan. Upon Termination of Employment of a Participant
      who
      is not vested in his or her Cash Account or Stock Account, such unvested
      accounts shall be forfeited as of thirty (30) days after the date of Termination
      of Employment. Notwithstanding the foregoing, forfeited balances in the Cash
      Account and Stock Account shall be subject to restoration in accordance with
      the
      rules regarding restoration of forfeited account balances in the Pension Plan
      and Savings Plan, respectively, including with respect to the Cash Account,
      restoration of interest credits that would have been earned during the period
      of
      forfeiture. 

    


    
      
        
        

      

      
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    Section
      9 Changes
      in Capital Structure. In
      the
      event of the payment of any dividend payable in, or the making of any
      distribution of, Shares to holders of record of Shares during the period any
      Plan Units awarded under the Plan are credited to a Participant’s Stock Account;
      or in the event of any stock split, combination of Shares, recapitalization
      or
      other similar change in the authorized capital stock of Ingersoll Rand or any
      tax-free distribution on the Shares or other transaction affecting the Shares
      during such period; or in the event of the merger or consolidation of the
      Company into or with any other corporation or the reorganization, dissolution
      or
      liquidation of the Company during such period; the Plan Administrator shall
      make
      an appropriate adjustment in the number of Plan Units credited to each
      Participant’s Stock Account and, to the extent such adjustment results in a cash
      credit to such Stock Account, may cause such cash amount to be deemed reinvested
      in Shares or may effect a transfer of such cash credit to the Participant’s Cash
      Account. Solely for purposes of determining the amount of any interest to be
      credited thereon, any amount transferred to a Participant’s Cash Account
      pursuant to the immediately preceding sentence shall be treated in the same
      manner as an addition to the Participant’s Cash Account pursuant to Section 7
      made as of the effective date of the corresponding adjustment to the
      Participant’s Stock Account. Effective July 31, 2007, in connection with the
      WABCO Spin-Off, such adjustment shall be effected in the following manner:
      the
      number of Plan Units credited to a Participant’s Share Account on the first
      business day following the WABCO Spin-Off shall be equal to the product of
      (1)
      the number of Plan Units credited to the Participant’s Stock Account on July 31,
      2007, the effective date of the WABCO Spin-Off, by (2) a fraction, the numerator
      of which is the closing price of a Share on July 31, 2007 (i.e.,
      $54.05)
      and the denominator of which is the opening price of a Share on August 1, 2007
      (i.e.,
      $38.75). 

    


    
      
        
        

      

      
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    Section
      10. Distribution
      of a Participant’s Stock Account.

     

    Effective
      January 1, 2005, upon a Participant’s Termination of Employment, such
      Participant shall be entitled to a distribution of his Stock Account within
      forty-five (45) days thereafter , provided
      that,
      if the
      Participant is a “key employee” under Section 416(i) of the Code for the
      relevant measuring period under Section 409A of the Code, any distribution
      in
      connection with the Participant’s Termination of Employment for any reason other
      than death or Disability will be made six months after Termination of
      Employment. The distribution shall be in Shares, with one Share distributed
      for
      each unit in the Stock Account, and fractional units converted to cash based
      on
      the Fair Market Value as of the last business day of the month preceding the
      date of distribution. Notwithstanding the foregoing, so long as it will not
      cause Ingersoll Rand, the Company or Trane U.S. Inc. to breach any covenant
      or
      otherwise incur a default under any credit or other financing agreement to
      which
      it is a party, the Company may elect to pay the Participant the cash value
      of
      his Shares based on the Fair Market Value as of the last business day of the
      month preceding the date of distribution. Distributions shall be subject to
      all
      required tax withholdings, and for purposes of Stock Account distributions,
      the
      Stock Account shall be valued as of the last business day of the month preceding
      the date of distribution. In the event of distribution of a Participant’s Stock
      Account due to such Participant’s death, distribution under this Section 10
      shall be made to the same person or persons to whom such Participant’s interest
      in the Savings Plan becomes payable as a result of such Participant’s
      death.

     

    
      
        
        

      

      
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    Section
      11. Distribution
      of a Participant’s Cash Account.

     

    Effective
      January 1, 2005, upon a Participant’s Termination of Employment, such
      Participant shall be entitled to a distribution of the Actuarial Equivalent
      value of his Cash Account balance, if any, within forty-five (45) days
      thereafter, provided
      that,
      if the
      Participant is a “key employee” under Section 416(i) of the Code for the
      relevant measuring period under Section 409A of the Code, any distribution
      in
      connection with the Participant’s Termination of Employment for any reason other
      than death or Disability will be made six months after Termination of
      Employment. “Actuarial Equivalent” shall have the same meaning as ascribed to
      such term in the Pension Plan and Actuarial Equivalent value shall be calculated
      in the same manner as for lump sum distributions from the Pension Plan. The
      distribution shall be in cash, subject to all required tax withholdings, and
      for
      purposes of Cash Account distributions, the Cash Account shall be valued as
      of
      the last business day of the month preceding the date of distribution. In the
      event of a distribution of a Participant’s Cash Account due to such
      Participant’s death, distribution under this Section 11 shall be made to the
      same person or persons to whom such Participant’s interest in the Pension Plan
      becomes payable as a result of such Participant’s death.

     

    Section
      12. Effective
      Date, Amendment and Termination.  The
      Plan
      was first effective as of January 1, 1994. Except as otherwise specified, the
      Plan, as amended and restated herein, shall be effective as of June 5, 2008.
      The
      Board may amend or terminate the Plan at any time; provided that, no such
      amendment or termination shall impair the rights of a Participant with respect
      to amounts then credited to his Account under the Plan.

     

    Section
      13. Administration. The
      Plan
      shall be administered by the Senior Vice President, Human Resources (the “Plan
      Administrator”) of Ingersoll Rand or such person’s delegate(s). In addition to
      such functions and responsibilities specifically reserved to the Plan
      Administrator under the Plan, the Plan Administrator shall have full power
      and
      authority, subject to the provisions of the Plan, to determine any and all
      questions as to eligibility to participate in the Plan, the amounts to be
      credited to a Participant’s Account(s), a Participant’s right to receive a
      distribution from the Plan, to interpret and carry out the terms of the Plan,
      and to exercise discretion where necessary or appropriate in the interpretation
      of the Plan. All decisions by the Plan Administrator shall be final and binding
      on all affected parties. Claims made for benefits under the Plan shall be
      subject to the same claims and appeals procedures as the qualified plans.


     

    
      
        
        

      

      
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    Section
      14.  Miscellaneous.

     

    a. Unfunded
      Plan. The
      Company shall not be obligated to fund its liabilities under the Plan, the
      Account(s) established for each Participant shall not constitute a trust, and
      a
      Participant shall have no claim against Ingersoll Rand, the Company or Trane
      U.S. Inc. or their assets other than as an unsecured general creditor. Without
      limiting the generality of the foregoing, the Participant's claim at any time
      shall be for the amount credited to such Participant's Stock Account and Cash
      Account at such time. Notwithstanding the foregoing, the Company may establish
      a
      grantor's trust to assist it in meeting its obligations hereunder; provided,
      however, that in no event shall any Participant have any interest in such trust
      or property other than as an unsecured general creditor.

     

    b. Non-Alienation.  The
      right
      of a Participant to receive a distribution of the value of such Participant's
      Account payable pursuant to the Plan shall not be subject to assignment or
      alienation.

     

    c. No
      Right to Continued Employment. Nothing
      in this Plan shall be construed to give any Participant the right to continued
      employment by the Company or any of its affiliates. 

     

    
      
        
        

      

      
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    d. Governing
      Law. This
      Plan
      and all rights and obligations hereunder shall be construed in accordance with
      and governed by the laws of the State of Delaware, to the extent such laws
      are
      not superseded by ERISA or other federal law. The Plan is intended to be a
      nonqualified deferred compensation plan maintained for a select group of
      management or highly compensated individuals. 

     

    e. Withholding. The
      Company shall provide for the withholding of any taxes required to be withheld
      by federal, state or local law in respect of any contribution, payment or
      distribution made pursuant to the Plan. 

     

    f. Compliance. The
      Plan
      Administrator shall impose such restrictions, limitations, rules and regulations
      as it may deem advisable in order to comply with the applicable federal
      securities laws, the requirements of the New York Stock Exchange or any other
      applicable stock exchange or automated quotation system, any applicable state
      securities laws, any provision of the Company Certificate of Incorporation
      of
      Bylaws, or any other law, regulation, rule, or binding contract to which the
      Company is subject. The Plan is intended to (i) be an excess parallel plan
      within the meaning of the New York Stock Exchange rules relating to shareholder
      approval of equity compensation plans and (ii) comply with the applicable
      requirements of Section 409A of the Code. Notwithstanding anything else
      contained herein to the contrary, the Company shall not be in breach of its
      obligations hereunder, nor liable for any interest or other payments, if it
      fails to make any payments hereunder on the stated date on which such payment
      is
      due, so long as such payment is made not later than the last day of the calendar
      year in which it is otherwise due hereunder. 

     

    
      
        
        

      

      
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    Adopted
      pursuant to duly authorized resolution

    

      
        	by
                the Board of Directors of the Company
	on
                June 5, 2008
	 
	Trane
                Inc.
	 	 
	
                By:

              	
                
                  /s/
                    Patricia Nachtigal

                

              
	 	
                Patricia
                  Nachtigal

              
	 	
                Senior
                  Vice President and

              
	 	
                General
                  Counsel & Secretary

              


      

       

      
        
          
          

        

        
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