**Exhibit 14**

 

 

**INGERSOLL RAND**

** **

OurCode

ofConduct

 

 

 

      

                                                                                               A Guide toLegaland Ethical Standards      For All Employees

                                     

                                                     

Dear Fellow Employee:

Throughout the company's history, Ingersoll-Rand has beencommitted to conducting business with the highest ethical standards.Maintaining these standards has never been more important than in today'scompetitive and rapidly changing global business climate, and I am committed toensuring that our company preserves its established reputation for integrity.

As employees of Ingersoll-Rand, we are all expected to befamiliar with this Code of Conduct, which serves as a guideline for how weshould interact with our customers, business partners, fellow employees andmembers of our communities. The Code of Conduct is an extension of our corevalues. These values - courage, honesty, trust, respect, integrity, achievementand collaboration - in concert with the Code help us to understand ourresponsibilities and assist us in making the right choices. Although we cannotanticipate every ethical situation or decision we might face, this documentoutlines the principles for ethical conduct and identifies the channels andprocedures we have established to answer your questions. 

In every business decision we make, it is essential that wefollow the ethics and principles of our Code of Conduct and fulfill ourresponsibility to report anything that might violate these principles. Our goalis to create an open atmosphere that encourages employees to voice concernsabout ethics and compliance issues without fear of retaliation.

I expect that all of us will conduct our responsibilitiesaccording to the letter and spirit of the guidelines outlined in this document.We will be unflinching with those who do not: an employee's breach of the Codeof Conduct could constitute cause for termination.

Please join me in maintaining IR's reputation for honestyand integrity in everything we do. It is the foundation to our success now andin the future.

Sincerely,

Herbert L. Henkel

Chairman, President andChief Executive Officer

**Overview**This Code of Conduct describes Ingersoll-Rand CompanyLimited's commitment to lawful and ethical conduct in all of its affairs. It isapplicable to all Company officers and employees, and also to directors insofaras they are acting in connection with their Ingersoll-Rand-related duties. (Inthe Code, officers, employees and directors are referred to together as"employees.") No matter where we work, honesty, integrity, and responsibleconduct are the basis for a sound business reputation in every culture.

The Code cannot cover all situations where legal or ethicalissues may arise; however, the spirit of the Code-to do what is right and toprotect the Company's integrity - extends beyond the topics described in thesepages. 

Ingersoll-Rand is committed to observing all laws, and allemployees are expected to uphold this commitment. Failure to comply with thelaw may subject the Company and the individual(s) involved to substantial civiland criminal penalties. 

Compliance with the law and this Code, however, is theminimum standard of conduct in Company affairs. All employees are expected toact with the highest business ethics in all Ingersoll-Rand relationships. Wemust remember that our actions are subject to scrutiny by a number of people,including customers, suppliers, shareholders and fellow employees, who areentitled to be associated with an ethical, law-abiding company. 

Ingersoll-Rand recognizes that some provisions of this Codemay create real or apparent conflicts with local business customs or practices.In these cases, employees must seek guidance using the procedures described onpage 4 before proceeding in any manner that may violate the provisions of theCode.

**ReportingConcerns Under the Code**All employees are obligated to promptly report any known orsuspected violations of the Code or requests that might constitute violations.To the extent reasonably possible, reports will be treated confidentially.Employees also have the option of reporting concerns anonymously. Companypolicy strictly prohibits any retaliation or harassment for reporting underthis policy. Any such retaliation is a violation of the Code, which will resultin appropriate discipline.

The Company has established the following procedures forreporting concerns under the Code:

1. An employee with a need for help or informationconcerning this Code is encouraged to discuss that need with his or herimmediate supervisor. 

2. If asking your immediate supervisor is inappropriate,contact your Human Resources representative, business unit attorney or localmanagement. 

3. Employees may contact the Assistant General Counsel -Compliance at ethics@irco.com in order to seek advice concerning the Code or to   report known or suspected integrity concerns. 

4. Employees may communicate their concerns (anonymously orotherwise) by writing to the Assistant General Counsel - Compliance,Ingersoll-    Rand Company at 155 Chestnut Ridge Road, Montvale,  New Jersey 07645. 

5. Employees may report known or suspected violations of theCode anonymously using the HelpLine at 1.800.962.8682. Employees outside of    theUnited States may call the U.S.-based HelpLine (collect) at 1.704.556.7046.

6. Any reports of known or suspected violations concerningaccounting, auditing or accounting controls will be reviewed by the AuditCommittee of    the Ingersoll-Rand Board of Directors pursuant to Audit CommitteeComplaint Procedures.

**Responsibilities of Employees**Each and every employee of the Company has a responsibilityto:

- Read and understand the Code.

- Comply with the Code in letter and spirit.

- Ask a manager/supervisor, a Human Resourcesrepresentative, his or her assigned business unit lawyer or the AssistantGeneral Counsel -  Compliance if unsure about the proper thing to do.

- Promptly report any known or suspected violations of theCode or requests that might constitute violations using the proceduresdescribed in the  Code.

Managers and supervisors have the additional duties to: 

- Create an atmosphere that is conducive to promoting thehighest standard of lawful and ethical behavior and to employees askingquestions and   raising concerns. 

- Monitor compliance with the Code and other Companypolicies of those they supervise.

- Demonstrate a commitment to the Code through their words,deeds and actions.

- Ensure that those they supervise have completed requiredcompliance training and look for additional ways to communicate the Code andother  Company policies.

- Ensure that those they supervise know where to reportviolations and that there will be no retaliation for any such reports.

**Key Points -Responsibilities of Employees**- Read andunderstand the IR Code of Conduct.- Complywith the Code in letter and spirit.- Promptly report any known or suspected violations of theCode.

**Penalties for Violations**Employees who violate the Code are subject to disciplinaryaction up to and including termination of employment (as consistent withapplicable law). The following are examples of conduct that may result indiscipline:

- Actions that violate a Company policy or the Code. 

- Requesting or permitting others to violate a Companypolicy or the Code. 

- Failure to promptly report a known or suspected violationof the Code, law or regulation.

- Failure to cooperate fully with Company investigators orauditors. 

- Retaliation against another employee or third party forreporting a policy violation or for cooperating with a Company investigation. 

- For managers and supervisors, failure to use reasonablecare to prevent or detect a violation or otherwise failing to demonstrate theleadership  and diligence needed to ensure compliance with Company policies. 

**Employee Relations**Ingersoll-Rand expects all employees to value the diversebackgrounds of their fellow employees and to create an atmosphere in whichideas can be expressed freely in an environment of mutual trust, honesty andrespect. Only by valuing diversity can we achieve a high standard of excellencethat will consistently meet or exceed the expectations of customers,shareholders, employees and the communities in which we live and work. Bias ordiscrimination based upon race, religion, gender, age, national origin or otherlegally protected status prevents us from achieving this objective, andtherefore must not be a part of our business practices.

Harassment has no place in our Company. The term"harassment" may include unwelcome slurs and other offensive remarks, jokes andother verbal, graphic or unwelcome physical conduct. Harassment also mayinclude unwelcome sexual advances, requests for sexual favors or unwelcome oroffensive touching and other verbal, graphic or physical conduct of a sexualnature (such as obscene or lewd jokes, comments or displays or anyinappropriate body contact.) 

Regardless of where we work, Ingersoll-Rand forbidsemployees from engaging in practices that violate our standards prohibitingdiscrimination and harassment.

**Key Points - EmployeeRelations**- Usemerit, qualifications and other job-related criteria as the bases for all employment-relateddecisions.- Respectemployee diversity.-Discrimination, including harassment, is prohibited.- Report any violations or concerns, using the proceduresidentified on page 4 of this Code.

**Environment, Safety and Health**Ingersoll-Rand is committed to conducting its business in amanner that values the environment and helps to ensure the safety and health ofits employees and the communities in which we operate. It is the Company'spolicy to comply with all applicable environmental, safety and health laws andregulations; to apply responsible standards where such laws or regulations donot exist; and to seek ways to achieve excellence in these critically importantareas. The Company will strive to implement industry-recognized best practiceswherever possible.  

Employees must know the environmental, safety and healthrequirements of their jobs and obtain further information if they have anyquestions about such requirements. Among other things, employees must useCompany equipment and handle, store and dispose of hazardous materials andtoxic wastes with care in accordance with applicable law and with the Company'sestablished policies and procedures. It also is imperative that allenvironmental, safety and health reports be accurate and complete.

**Where to Call**Employees should immediately notify facility management, theDirector of Environmental, Safety and Health or the HelpLine of any conditionsthat are perceived to violate environmental, safety or health laws orregulations, or that pose a danger to the environment, our employees or thecommunities in which we operate.  

**For Additional information**For additional guidance in these areas, consult the IRGlobal ESH Manual, IR Global ESH Policy and IR Global ESH Requirements.

**Key Points - Environment,Safety and Health**- Followall environmental, safety and health laws.- Watch forunsafe work conditions. - FollowCompany notification procedures if you become aware of possible violations orconcerns.- Ensurethat all environmental, safety and health records and communications arecomplete and accurate.- Participate in efforts to continuously improveenvironmental, safety and health practices.

**Substance Abuse**To meet our responsibilities to customers, shareholders andemployees, Ingersoll-Rand must maintain a healthy and productive workenvironment. Misusing controlled substances or selling, manufacturing,distributing, possessing, using or being under the influence of illegal drugson the job is absolutely prohibited. In addition, no employee may report towork or perform any job duties while under the influence of alcohol or illicitcontrolled substances.

The Company may sponsor events at which management approvesthe serving of alcoholic beverages. In these cases, all applicable liquor lawsmust be followed, and intoxication and excessive drinking are prohibited.

**Conflicts of Interest**All employees are expected to conduct their activities withthe Company's best interests in mind. Ingersoll-Rand recognizes and respectsthe right of employees to take part in financial, business and other activitiesoutside their jobs. However, these external activities must not place anemployee in an actual or apparent conflict with his or her responsibilities toIngersoll-Rand. All employees must follow the disclosure procedures on page 4with respect to any matter that might be or might appear to be a conflict ofinterest.

**Avoidance of Certain OutsideBusiness Interests And Employment**Employees are expected to avoid any investment, interest,association or relationship that interferes, might interfere, or appears tointerfere with the independent exercise of judgment in the Company's bestinterest. Employment with or having other substantial business interests in acompetitor is strictly prohibited. Employment, consulting or having othersubstantial business or financial interest in a Company supplier or customer isprohibited unless first reviewed and approved in writing pursuant to thedisclosure procedures described on page 4.  

Additionally, other part-time employment, consulting orother business relationships may detract from your job performance, and so allnon- Ingersoll-Rand employment or consulting must be fully disclosed andwritten approval received before proceeding.

**Relationships with Customers,Vendors and Suppliers**Ingersoll-Rand buys many goods and services from others. Theselection of services or goods should be based solely upon price, quality,service and need. Employees involved in the selection and/or purchase of goodsand services from vendors and suppliers should avoid situations that couldinterfere, or appear to interfere, with their ability to make free andindependent decisions regarding purchases on behalf of the Company.

Sales of Ingersoll-Rand products and services and purchasesfrom suppliers must be free from any inference or perception that favorabletreatment was sought, received or given, whether in the form of gifts, favors,entertainment, services, discounts or other gratuities or benefits. If you areoffered or receive any gift or favor of more than nominal value, you should notaccept it and your supervisor should be notified. Employees are not prohibitedfrom giving or receiving items of small value commonly exchanged in businessrelationships, but even in this case, discretion and common sense should beyour guide. 

Other than with government business, the exchange of socialamenities with suppliers, vendors or customers is generally acceptable whenreasonably based on a clear business purpose and within the bounds of goodtaste. Meetings accompanied by a meal with suppliers or customers are sometimesnecessary and desirable; however, excessive entertainment of any sort is notacceptable.

**Corporate Opportunities**Employees owe a duty to the Company to advance its legitimateinterests when the opportunity arises. They may not appropriate to themselves,or to any other person or organization, the benefit of any actual or potentialbusiness opportunity that relates to the Company business without firstobtaining the Company's written consent.

**Use of Ingersoll-Rand Name,Facilities and Relationships**You should not use Ingersoll-Rand's name, facilities andrelationships for personal benefit (or for the benefit of a third party). Useof the Company's name, facilities or relationships for charitable or civicpurposes can be made only with prior approval of your facility's HumanResources department.

**Application to the Employee's Family**Conflicts of interest, such as those described earlier, mayarise when the employee's immediate family is involved. While Ingersoll-Randrecognizes that family members may have personal interests that are beyond thecontrol of the employee, employees need to be sensitive to such potentialconflicts so as to avoid compromising Ingersoll-Rand's interests.

In addition, employees should not supervise, be under thesupervision of, or be in a position to influence the salary or conditions ofemployment, or the expense report, of a family member.

**Duty to Disclose and DisclosureProcedures**It is the employee's duty to disclose promptly andcompletely any circumstances that might constitute a conflict of interest underthis Code. If you suspect a conflict of interest or if the appearance of aconflict may exist contact your immediate supervisor and/or manager so that thematter can be resolved promptly. Any doubts must be resolved in favor ofdisclosure.

Supervisors who are asked to review conflict disclosures arerequired to review the matter with their supervisors or with their facility'sHuman Resources department. Following disclosure, the Company may determinethat the circumstances pose no risk to the Company, and permit an employee toproceed with the interest or activity. However, no such permission is validunless received in writing.

**Key Points - Conflict ofInterest**- Make allbusiness decisions solely with the best interests of the Company in mind.- Avoideven the appearance of a conflict of interest.- Promptly disclose any possibility of an actual or apparentconflict of interest.

**Gifts and Entertainment**In general,gifts, favors and entertainment should:- Beconsistent with accepted business practice.- Complywith applicable law, the policies of the employer of the other party andaccepted ethical standards.- Not be ina form that could be construed as a bribe (such as cash or cash equivalents).- Avoidcreating a situation where public disclosure of the facts will result inembarrassment to the employee and Ingersoll-Rand.

**What is a Conflict ofInterest?**-Influences your judgment when acting on behalf of the Company.- Resultsin your competing against the Company in any business activity.-Diminishes your efficiency and effectiveness in performing your regular duties.- Causes you to misuse Company resources or influences.

**Confidential Information**The unauthorized release of confidential information cancause the Company to lose a critical competitive advantage, hurt relationshipswith customers and embarrass or harm fellow employees. Confidential informationis any information or knowledge created, acquired or controlled byIngersoll-Rand that the Company has determined should be safeguarded fromimproper public disclosure. Confidential information may include, but is notlimited to, financial records, business plans, sales and marketing data,technical information, and employee medical records and salary information.

Each of these confidential areas covers a range ofinformation. For example, technical information may include designs anddrawings; engineering and manufacturing know-how and processes; Companybusiness and product plans with outside vendors; a variety of internaldatabases; patent and trademark applications; and proprietary softwaredeveloped by or for the Company.

Each employee, whether as an originator, custodian, user orrecipient of confidential information, must ensure that Company informationunder his or her direction and/or control is properly safeguarded in accordancewith Company policies and instructions. These policies include limiting accessto confidential information to authorized persons with a "need to know" anddisclosing confidential information only when a valid business need exists andonly then as specified in Company policies and instructions. Employees mustrefrain from using Company information for personal benefit or othernon-Company purposes.

Employees have a duty not to reveal any confidentialinformation about or related to the Company even after they end theiremployment.

Take care to safeguard the confidentiality of informationthat other parties - such as customers - entrust to us. Additionally, employeeswith access to personal information about other employees (such as medicalrecords or salary history) must act diligently to safeguard its confidentialityand to provide it to others only based upon a proper business need and whenpermitted by Company policy.

**If Confidential Information IsReleased**Unauthorized releases of confidential information, whetherintentional, unintentional or suspected, should be reported immediately to theLaw Department.

**For More Information**Additional guidance is contained in the Ingersoll-RandCorporate Engineering Standards and Procedures Manual and the Ingersoll-RandInformation Security Policy.

All employees also should be familiar with and abide by theIngersoll-Rand Agreement to Assign Inventions and to Protect ProprietaryInformation, which all employees are required to sign.

**Key Points - ConfidentialInformation**-Confidential information may include financial records, business plans, salesand marketing data, technical information, and employee medical   records andsalary information.- Employeesmust ensure that Company information under his/her direction or control isproperly safeguarded.- Employees have a duty not to reveal any confidential informationabout the Company even after they end their employment.

**Inside Information and Investment inSecurities**Because Ingersoll-Rand's common shares of stock are publiclytraded, employees are prohibited from trading or recommending the trading of Ingersoll-Randshares, options or warrants when they possess "material inside information"about the Company. Material inside information is nonpublic information aboutIngersoll-Rand that a reasonable investor would consider important in making adecision to buy, sell or hold stock in such company. This includes, forexample, nonpublic information on earnings, changes in dividend rates,significant gains or losses of business, tender offers, or significantacquisition or divestiture negotiations. In addition, insider trading orrecommending trading of other companies' securities (for example, a companywith which Ingersoll-Rand does business) when in possession of material insideinformation also is prohibited by securities laws.

Disclosing nonpublic material information, acting on suchinformation, or recommending others to act based on the information may violaterules covering insider trading laws.

Special rules and restrictions apply to directors, officersand senior sector and financial executives. It is your responsibility to knowand abide by these rules.

**To Avoid the Risk of Insider Trading**

- Do not buy or sell Ingersoll-Rand shares, options orwarrants when you have material inside information about Ingersoll-Rand.

- Do not transfer account balances or change allotments orinvestment directions if you invest in Ingersoll-Rand stock through any companyplans   when you have material inside information about Ingersoll-Rand.

- Do not pass on material inside information aboutIngersoll-Rand to friends, relatives, or others. If you do pass on insideinformation you may be  criminally or civilly liable for violating securitieslaws. 

- Do not suggest to friends, relatives or others that theyshould trade in Ingersoll-Rand shares or options when you have material insideinformation  about Ingersoll-Rand.

- Do not discuss material inside information withco-workers, except to the extent that it is necessary for you to do your job.

These same rules may apply if you have material insideinformation about another publicly traded company.

**For More Information**Any questions you may have regarding the applicability ofthe securities laws to our business practices should be referred immediately tothe Corporate Law Department.

**Communications With the Press, Investorsand the Public**Securities laws require fair public disclosure ofinformation concerning publicly traded companies, such as Ingersoll-Rand, withserious penalties for companies and individuals who violate these requirements.For other legal and reputational reasons, care is essential in transmittinginformation about the Company to outside parties.

Contacts of this nature might include requests from themedia, securities analysts or others for information about Company earnings orother financial matters; new products, processes or strategies; or possiblemanagement changes, mergers, acquisitions or other significant business eventsat the Company. The Corporate Communications Department ensures that requestsfor information from third parties are handled properly and consistently. Ifyou are contacted for an interview, comments or other information by the media,a securities analyst, investors or other third parties you must refer them tothe Corporate Communications Department. 

**Key Points - CommunicationsWith the Press, Investors and the Public**-Securities laws require fair public disclosure of information concerningpublicly traded companies, such as Ingersoll-Rand.- Requests for interviews, comments or other information bythe media, securities analysts, investors or other third parties must bereferred to the   Corporate Communications Department.

**Fair Competition**Fair competition is a fundamental principle of our freeenterprise system. The purpose of competition laws, also known as antitrust, monopolyor fair trade laws, is to protect the competitive market system. The Companywill not engage in or support activities that improperly restrain trade or thatconstitute unfair business practices or predatory economic conduct. It isnecessary for the Company and its employees to obey the competition laws of allcountries where it does business. Also, the Company and its employees mustabstain from any activity that may violate or give the appearance of anintention to violate competition laws.

The competition laws are complex and many of the rules aresubject to varying interpretations. While there are differences between thecompetition laws in many countries, generally the same kinds of conduct areprohibited. Among the activities that have been clearly identified asviolations of law are those that involve agreements with competitors to:

- Fix prices or terms or conditions of sale for competingproducts or services.

- Divide or allocate customers, bids, markets or territoriesfor competing products or services.

- Refuse to sell to particular buyers or to buy fromparticular suppliers.

- Exchange nonpublic sales or price information.

Improper agreements may involve not only expresscommitments, but also informal understandings. Those understandings sometimesare inferred merely from the actions of competitors, including conversationswith competitors on the subjects identified above. Consequently, no employeeshould ever discuss with competitors the activities described above or othermatters that might be construed as seeking to improperly restrict or limitcompetition.

In addition, relationships with distributors and othercustomers, whether embodied within written agreements and understandings orotherwise, must reflect a commitment to proper trade practices and compliancewith applicable laws. 

**Marketing and Related Activities**All marketing, sales and advertising and promotionalactivities must be honest in all respects. We will not make false or misleadingclaims about our products or services, nor will we do so about the products andservices of our competitors. Any comparative advertising must be approved inadvance by your sector or business unit lawyer.

**For More Information**The Ingersoll-Rand Guide for Compliance with the U.S.Antitrust Laws provides additional guidance on the Company's policies for faircompetition. You should consult with the Assistant General Counsel - Antitrustin the Corporate Law Department whenever any questionable activity comes toyour attention or whenever you are unsure if contemplated activities fallwithin the competition laws.

**Gathering Competitive Intelligence**Obtaining information about competitors and other companiesis common in the normal course of business. There are, however, limits to theways that information should be acquired and used, particularly confidentialinformation. Under no circumstances should an employee undertake improper meansto obtain competitive information. It is improper for any employee or Companyagent to seek, receive, or possess information about a competitor throughmisrepresentation, bribery or trespass (including unauthorized access to acomputer network). Further, we will not hire competitors' employees for thepurpose of getting confidential information. If an employee possessessomebody's proprietary confidential information when joining the Company, he orshe must not disclose it or make use of it.

**Key Points - CompetitiveIntelligence**- Do notuse improper means to obtain competitive information.- Employees must not use confidential information broughtwith them from prior employment.

**Product and Service Quality**Maintaining the high quality of our products and services iscritical to the continued success of our Company. We must never compromisegovernmental or Company quality standards. We must always abide by allcontractual commitments and never make any promises that we cannot fulfill.

We must make certain that all records concerning qualitymatters are accurate and complete. Any issues or concerns regarding productquality should be reported immediately using the appropriate procedure.

**Key Points - Product andService Quality**- Be awareof and follow all applicable manufacturing or service standards.- Followprocedures for the storage, handling and shipping of products.- Reportany quality concerns.- Meet all contractual commitments

**Other Customer Service Requirements**Our interactions with customers must be professional inevery respect. We must be cognizant of, and adhere to, customer rules andapplicable practices when at a customer's facility. We must take great care inhandling customers' property that we service and it is imperative that timecharges and other billings to customers be correct. To ensure accuracy, timesheets should be completed on a daily basis.

**Questionable or Improper Payments**The Company prohibits bribes, kickbacks or other improperpayments, whether made directly or indirectly, to any individual ororganization, including government officials, political parties, customers,distributors, agents or private persons. Similarly, acceptance of bribes,kickbacks or any other form of improper payment is prohibited. (Payment, ofcourse, does not only include money but also anything of value). Additionally,the use of over-billings or other artificial methods of payment to assist acustomer, agent or distributor to evade the tax or exchange-control laws of anycountry is improper.

This Company prohibition against improper payments applieseverywhere we do business. It also extends beyond those activities that may beillegal under the Foreign Corrupt Practices Act and similar laws of othernations described in the International Business section that follows later, orcommercial bribery laws of individual states or other jurisdictions. The makingof so-called "questionable" or "improper" payments is impermissible anytime andanywhere. Most important, such payments have no place in our way of doingbusiness.

**Watch Out For:**- Acustomer who is reluctant to provide complete information or who provides falseinformation. - Unusualfund transfers to or from foreign countries or parties unrelated to thetransaction.- Highly complex deal structures, payment patterns thatreflect no real business purpose, or unusually favorable payment terms.

**Key Points - Questionableor Improper Payments**- Bribes,kickbacks and other improper payments are strictly prohibited.- Be alert to artificial payment methods that may help thirdparties evade legal obligations.

**Money Laundering and ExchangeControl**Money laundering means moving the proceeds of crimes to hidewhere they came from, or transferring legitimate funds for criminal purposes,including terrorism. Certain anti-money laundering laws are not limited tofinancial institutions, and Ingersoll-Rand is committed to taking allreasonable steps to prevent our goods and services from being used for illegalpurposes or from otherwise assisting in money laundering. We also must filereports required for transactions in the U.S. involving $10,000 or more in cashor cash equivalents. If there is any concern about the source of funds of acustomer, we err on the side of caution and report it using the proceduresdescribed in this Code on page 4.

Many countries also have currency and exchange control laws.Ingersoll-Rand requires employees to be familiar with and abide by such laws.

**Business Records and Communications**Each of us is responsible for the integrity of businessrecords and communications that we create. Making false or misleading entriesin the Company's books and records is strictly prohibited. All records -including but not limited to those related to product testing and quality,production, marketing, sales, travel and entertainment, purchasing and finances(which are discussed more fully in the next section) - must be accurate andcomplete.

If you are not certain as to the accuracy of information ina Company record, ask about it. You should never, by your silence, allowyourself to become responsible for an incorrect record.

Records must be maintained for time periods and in themanner required by the Company's record retention policy. The improperdestruction or alteration of records can harm the Company in many ways, and insome instances can constitute a criminal offense.

It is important to understand that memos, notes, e-mails,voice mails and even conversations can become part of the Company's records.You should therefore always strive to communicate with clarity and appropriateprofessionalism, so that your communication would not be misinterpreted if itappeared later, for instance, in a court of law or newspaper. Under nocircumstances should these systems be used to send offensive, defamatory,threatening, dishonest, unlawful or otherwise improper communications, or forbusiness purposes other than those of the Company.

**Key Points - BusinessRecords and Communications**- Make surethat all records are accurate, complete and in no way misleading. - If youbecome aware of inaccurate information, raise the matter with an appropriateCompany contact. - Write and speak in an appropriate manner in all Companycommunications, oral as well as written.

**Accounting and Financial Records andControls**The Company's shareholders, directors and management areentitled to financial statements that fairly present the Company's financialcondition and results of operations. In addition, misstating financial resultscarries serious criminal and civil fines and penalties for the Company, as wellas personal criminal liability for employees. We are committed to providingfull, fair, accurate and timely disclosure in reports and documents filed withor submitted to the Securities and Exchange Commission, as well as all otherpublic communications.

The Company's records and books of account must bemaintained according to Generally Accepted Accounting Principles. They mustalso be accurate and complete in every respect. No false or misleading entriesshall be made in any books or records of the Company (including, but notlimited to, expense reports) for any reason. To assure accuracy, informationmust always be recorded in a timely manner. No payment on behalf of the Companyshall be approved or made with the intention or understanding that any part ofsuch payment is to be used for any purpose other than that described by thedocuments supporting the payment. No undisclosed or unrecorded funds or assetsshall be established or maintained for any purpose.

The Company is committed to a system of internal controlssufficient to provide reasonable assurance that transactions are executed andrecorded in accordance with management authorization and Company policy, topermit preparation of reliable financial statements and to maintain financialcontrol overall. Employees must never mislead the Company's internal orexternal auditors through false, incomplete or non-responsive information.

The Company's accounting policies and procedures andstandards for internal control are contained in the Ingersoll-Rand FinancialControl and Accounting Policies Manual.

**Obligations of All Employees WithFinancial or Accounting Responsibilities**All employees with financial or accounting responsibilitiesmust, of course, comply with the general provisions of this Code. Moreover,such employees must be aware of special responsibilities arising from theirpositions. For example, they must:

- Maintain awareness of and perform their duties consistentwith finance and accounting-related laws, regulations, and professionalstandards and  request appropriate professional advice as required.

- Be cognizant of potential violations of Company policiesor laws that become visible through financial data and knowledge of businessoperations  and report these as appropriate.

Additional Obligations of Senior Financial Management

Senior financial management also must:

- Ensure that financial and accounting staffs have theappropriate level of functional expertise and resources to accomplishoperational objectives  and maintain professional standards.

- Prevent and detect any pressure on accounting personnel,with respect to accounting judgments and estimates, for the purpose ofinappropriately  influencing reported financial results.

- Take all other steps necessary to ensure that the reportsand other documents filed with the Securities and Exchange Commission and allother  public accounting and finance related communications are accurate andcomplete in every respect.

**Watch Out For:**- Financialrecords that do not accurately reflect the nature of the transaction or do notmatch underlying performance.- Pressureto produce any improper accounting result.- Effortsto avoid standard review and control processes.- Failureto perform required reviews of financial practices, records and results.- Fundsthat have not been reported or assets or liabilities that have not beenrecorded.- Estimates or reserves that are not supported by facts orappropriate documentation.

**International Business**As a multinational corporation, Ingersoll-Rand sells itsproducts to private entities and governments worldwide. Indeed, the Company isproud to be in the forefront of global competitiveness. However, employees mustbe aware of the laws governing international business. Foreign CorruptPractices Act and Oecd Anti-Bribery Convention The Foreign Corrupt PracticesAct (FCPA), which applies to the Company and all of its majority-ownedsubsidiaries worldwide, prohibits giving things of value to induce a foreigngovernment (which includes state-owned enterprises or agencies of internationalorganizations) to enter into a contract or business relationship. The laws ofmany other nations (enacted in response to the Organization for EconomicCooperation and Development's Anti-Bribery Convention - to which the U.S. is asignatory) contain similar prohibitions. It is Ingersoll-Rand policy to complystrictly with these laws. The legal penalties involved may be severe for both theindividual and the Company.

Compliance with these laws requires that the Company employonly reputable, qualified individuals or firms as agents, representatives and consultants.Always follow proper approval procedures and controls when retaining and payingsuch persons.

**For More Information**The Company's policy and guidelines for compliance with theFCPA are set forth in its Policy and Procedure Implementing the Foreign CorruptPractices Act as well as in appropriate sections of the Agent/DistributorPolicy and Procedures and the Financial Control and Accounting Policies Manual.

**Key Points - InternationalBusiness**-Ingersoll-Rand policy is to comply fully with export restrictions, customs,boycotts and other international trade controls.- Employees involved with the export or re-export of goods,services, technology or software must be familiar with and follow theregulations of all  countries where Ingersoll-Rand does business.

**InternationalTrade Controls**Many countries have policies regulating international trade- such as imports, exports and international financial transactions - fornational security or other reasons. Ingersoll-Rand policy is to comply fully withthese and all other international trade controls.

**ExportRestrictions**Employees involved with the export or re-export of goods,services, technology or software must be familiar with and follow theregulations of all countries where Ingersoll-Rand does business. Such rules mayrestrict transactions with certain countries or persons, or transactionsinvolving specified goods, technology, software or services. Employees mustalso be aware that U.S. export control laws and regulations often apply to subsidiarycompanies and to U.S. persons located abroad.

Employees are responsible for knowing with whom they aredealing and must not facilitate business with any country that is embargoed oraffected by economic sanctions. Employees must obtain advice from the Directorof Import/Export Administration or the Law Department with any questionsconcerning export or re-export of goods, technology, software or services,including transactions involving a Company affiliate. 

**Customs**We have a strict policy mandating compliance with allapplicable customs requirements. Import or export documentation that theCompany prepares must be accurate and complete. Where a customer or agent isresponsible for such documentation we must provide them with all appropriateinformation.

**Boycotts**Certain countries attempt to condition commercial relationson a pledge to abstain from conducting business with the governments of, orconducting business in or with, certain "boycotted" countries or with companiesthat do business in such countries, or otherwise to discriminate based on race,religion or national origin. In addition, some countries require the provisionof information concerning business relationships with "boycotted" countries orwith companies that do business with such countries. For example, such attemptshave been made by the Arab League countries with respect to companies doingbusiness with the State of Israel. Agreeing to these conditions and/orproviding such discriminatory information is expressly forbidden and penalizedby United States law. Generally, the U.S. restrictions apply to Ingersoll-Randand its worldwide affiliates. 

**For More Information**Contact the Director of Import/Export Administration or goto the Ingersoll-Rand import/export intranet site at: myir.ingerrand.com/mycompany/legalrelated/impexpcompliance/

**GovernmentBusiness**Strict compliance with laws and regulations coveringgovernment business is essential. Even the appearance of impropriety can erodepublic confidence in the Company and in the government procurement process.

In many countries, including the United States, gifts,favors, entertainment or meals, no matter how nominal, may not be offered togovernment employees or officials, regardless of purpose or intent. Ifpermitted by local law, payment for meals of government employees should behandled in accordance with appropriate agency regulations. In addition, UnitedStates law prohibits government contractors and government procurementofficials from engaging in certain activities while the procurement is beingconducted, including soliciting or discussing post-government employment, andusing, soliciting or disclosing proprietary or source selection informationregarding a procurement. These prohibitions go into effect with the development,preparation, and issuance of a solicitation through the award of a contract andany modification or extension of the contract. 

All employees involved in government contract work areexpected to familiarize themselves and to comply with the special regulations,the law and the Company's own guidelines for handling government business,including the obligations to comply with contract specifications, to accuratelyreport cost and pricing data, to prevent disclosure of classified material, andto comply with restrictions on the employment of former government employees.

**For More Information**Questions regarding the applicability of governmentprocurement laws should be referred to the Director of Government Contracts.Additional guidance on conducting business with the U.S. Government iscontained in the Company's U.S. Government Contracting Standards.

**RespectingCompany Resources**Efficient and appropriate use of Company resources iscritical to our success. We must therefore use good judgment and discretionwhen utilizing Ingersoll-Rand property. 

Each of us is responsible for safeguarding Company assets -never borrowing or removing them from Company premises without properauthorization and always being careful not to diminish their value, or use themin a manner that could harm the Company's reputation.

Access to computer, telephone, voice mail, e-mail and othersystems and networks owned or operated by the Company, imposes responsibilitiesand legal obligations. Acceptable use always obligates you to actappropriately. Personal use of these resources must be kept to a minimum. Youmust also respect intellectual property, ownership of data, system securitymechanisms, individual rights of privacy and freedom from harassment andannoyance.

To ensure compliance with this and other provisions of theCode, the Company, consistent with applicable law, retains the right to searchany and all Company property at any time, including, but not limited to,e-mail, voice mail, offices and desks.

For more information speak with your supervisor, the HumanResources Department or the Assistant General Counsel - Compliance. 

**Key Points - RespectingCompany Resources**When usingthe Company's network or computer assets follow these guidelines:- Use mustnot interfere with or adversely affect your job performance or that of anyother employee.- Do notuse Ingersoll-Rand assets in support of a personal business, consulting effort,or similar private venture, or to support the business of  another company orfirm. - Do notuse our assets to support any unlawful or other purpose that could causeembarrassment to the Company or otherwise adversely affect its   interests. - Do notuse Company assets to be disruptive or offensive (e.g., involving sexuallyexplicit materials, or materials that are discriminatory, hateful, or  threatening) to others. - Do not sell, loan, give away, or dispose of Companyproperty without proper authorization. Be mindful of all Company proceduresregarding   network and computer security. For example, use of even so-called"free-ware" or "share-ware" - electronic software that is available at no cost  from the Internet - is prohibited as these can serve as source material fordisabling computer viruses.

**Copyrights**We must respect copyright laws and observe terms andconditions of any software licensing agreements to which the Company is aparty.

In most cases, this means that the software used by ouremployees is copyrighted, and only Ingersoll-Rand has the right to make copiesfor "back-up" purposes. It is illegal to make or distribute copies ofcopyrighted material or to rent, lease, or lend original copies of commercialsoftware without the express authorization of the copyright holder.

Copyright laws apply to printed and other types of materialsas well. The Company has permission for its employees to make copies of mostmajor periodicals for work-related tasks under a license granted by theCopyright Clearance Center.

For a list of publications approved for copying under thelicense granted by the Copyright Clearance Center go to www.copyright.com.

**For More Information**If you have any doubt as to whether copying is permitted,contact the Corporate Law Department.

**PoliticalActivities and Contributions**While the Company encourages individual participation inpolitical activity, no employee shall make contributions from Company orsubsidiary funds or property to any political parties or candidates, even whenlocal or foreign laws may permit such practices. Further, no employee shall, onbehalf of the Company, attempt to influence another employee's decision tomake, or refrain from making, a personal political contribution to a candidateor a party.

This policy is not intended, however, to prevent thecommunication of Ingersoll-Rand's views to legislators, governmental agenciesor to the general public with respect to existing or proposed legislation orgovernmental policies or practices affecting business operations. Further,reasonable costs incurred by the Company to establish or administer politicalaction committees or activities to solicit voluntary political contributionsfrom employees are permissible where such costs are incurred in accordance withexisting laws. 

**LegalProceedings**The  Corporate LawDepartment must be immediately notified of any investigation or other legalproceedings in which the Company becomes or might become involved. This policyalso covers situations where an employee becomes involved as a third-party (forexample, as a witness) 

if the matter concerns the employee's duties for theCompany. While it is Company policy and practice to cooperate with allgovernment investigations, no information, whether oral or written, or recordsor files of any nature, should be furnished to any outside party in connectionwith a lawsuit or government investigation except upon prior approval of theCorporate Law Department. 

In addition, employees should never, under anycircumstances:

- Destroy or alter any documents in anticipation of arequest for those documents from any government agency or a court or inconnection with any  pending or threatened litigation or court proceeding.

- Lie or make any misleading statements to any governmentinvestigator or in connection with any legal proceeding (this includes routine examinations as well as investigations).

- Attempt to cause any other Company employee, or any otherperson, to fail to provide information in connection with any legal proceedingor to  any government investigator or to provide any false or misleadinginformation.

**Violationsby Others**It is a violation of our Code - and in some instances of thelaw - to assist others (at the Company or elsewhere) in violating laws, rules,regulations or our business practice standards. (For example, it is a violationof Ingersoll-Rand policy to assist the employee of another company in falselyinflating reports of such company's revenue.)

We will not use third parties who act on behalf of theCompany to engage in business activities that violate our standards of businessconduct or applicable laws and regulations. 

**Waiversof the Code**The Company will waive application of the policies set forthin this Code only where circumstances clearly warrant granting a waiver.Waivers of the Code for directors and executive officers may be made only bythe Board of Directors as a whole or the designated Committee of the Board andwill be disclosed as required by law or regulation. 

**ContactInformation**Your Human Resources Department has a current list of thetelephone numbers and addresses for the resources and contacts in this Code.

**Ethics HelpLine**1.800.962.8682Outside of the United States call collect 1.704.556.7046 or email us atethics@irco.com