Exhibit
      10.25

    
 

    AMENDMENT

    TO
      THE

    INGERSOLL-RAND
      COMPANY

    ELECTED
      OFFICERS SUPPLEMENTAL PROGRAM

    


    


    WHEREAS,
      Ingersoll-Rand
      Company (the “Company”) maintains the Ingersoll-Rand Company Elected Officers
      Supplemental Program (the “Plan”) which was originally effective on June 30,
      1995, was thereafter amended and restated, effective as of January 1, 2003,
      and
      was thereafter amended; and

    


    WHEREAS,
      the
      Board of Directors of the Company desires to amend the Plan to freeze all
      deferrals effective December 31, 2004 to the extent such deferrals would
      otherwise be subject to section 409A of the Internal Revenue Code of 1986,
      as
      amended.

    


    NOW,
      THEREFORE,
      the Plan
      is hereby amended, effective December 31, 2004, as set forth below:

    


    
      	
              1.

            	
              The
                Introduction of the Plan is hereby amended to add the following as
                a new
                paragraph to the end thereof:

            


    

    


    “Notwithstanding
      any other provision of the Plan to the contrary, (i) no amount shall be deferred
      under the Plan if, pursuant to the effective date rules of Section 885(d) of
      the
      American Jobs Creation Act of 2004 and Q&A-16 of IRS Notice 2005-1, such
      amount would be subject to Section 409A of the Internal Revenue Code of 1986,
      as
      amended (a “Non-Grandfathered New Deferral Amount”), and (ii) any amount
      previously credited under the Plan that, pursuant to the effective date rules
      of
      Section 885(d) of the American Jobs Creation Act of 2004 and Q&A-16 of IRS
      Notice 2005-1, is subject to Section 409A of the Internal Revenue Code of 1986,
      as amended (a “Non-Grandfathered Prior Deferral Amount”) shall no longer be
      credited or payable under the Plan after December 31, 2004. Any
      Non-Grandfathered New Deferral Amount shall instead be deferred under the
      Ingersoll-Rand Company Elected Officers Supplemental Program II, and any
      Non-Grandfathered Prior Deferral Amount shall instead be credited under the
      Ingersoll-Rand Company Elected Officers Supplemental Program II, as and to
      the
      extent provided under the terms of the Ingersoll-Rand Company Elected Officers
      Supplemental Program II.”

    


    
      	
              2.

            	
              Except
                as specifically set forth herein, all other terms of the Plan shall
                remain
                in full force and effect and are hereby ratified in all
                respects.

            


    

     

    



    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      Company has caused this amendment to be executed by its duly authorized
      representative on this 1st
      day of
      February, 2006.

     

    
      
        	 	 	 
	 	INGERSOLL-RAND
                COMPANY
	 
 	 
 	 
 
	 	By:  	/s/ Timothy
                McLevish
	 	
                
Timothy
                McLevish
	 	Senior
                Vice-President and Chief Financial
                Officer


      



     

    
      
        
        

      

      
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