**Exhibit 10.27 **

**SECOND AMENDMENTTO THEIR EXECUTIVE DEFERRED COMPENSATION PLAN**

**WHEREAS,**Ingersoll-Rand Company, a New Jersey corporation, adoptedthe IR Executive Deferred Compensation Plan (the "Plan") which was originallyeffective on January 1, 1997; and

**WHEREAS,**Ingersoll-Rand Company reserved the right at any time and from time to time toamend the Plan in accordance with Section 9.1 of the Plan; and

**WHEREAS,**the Plan has been amended and restated mostrecently effective January 1, 2001; and

**WHEREAS,** Ingersoll-RandCompany desires to amend the Plan to make certain changes regarding investmentand payments in IR Stock and to permit certain deferrals of distributions fromother non-qualified plans;

**NOW, THEREFORE,**thePlan is hereby amended as set forth below:

1.        Effective January 1, 2004, Section 2.1 is hereby amendedto read as follows:

           "**2.1            "Account Balance"** means, for each Plan Year, a credit on therecords of the Company           equal to the sum of the value of a Participant'sDeferral Account, Supplemental Contribution Account,           Discretionary CompanyContribution Account and IR Stock Account for such Plan Year.  The Account           Balance shall be a bookkeepingentry only and shall be utilized solely as a device for the measurement           anddetermination of the amounts to be paid in cash to a Participant, or to theParticipant's designated           Beneficiary, pursuant to the Plan."

2.      Effective May 29, 2003, Section 2.11 is hereby amended to read as follows:

**          "2.11            "Deferral Amount"** means the amount of a Participant's CashIncentive Compensation         Award, Base Salary and Dividends on Stock Grantsactually deferred under the Plan by the Participant         pursuant to Section 4 forany one Plan Year.  Effective May 29,2003, Deferral Amount shall also mean,         with respect to a Participant whoparticipates in the Ingersoll-Rand Company Elected Officers         SupplementalProgram or the Ingersoll-Rand Company Supplemental Key Management Plan, theamount         that would be payable to the Participant under the Ingersoll-RandCompany Supplemental Employee         Savings Plan and/or the Ingersoll-Rand CompanySupplemental Pension Plan but for the Participant's         deferral under Section 4 ofthe Plan and the applicable provisions of the Ingersoll-Rand Company        Supplemental Employee Savings Plan and/or the Ingersoll-Rand CompanySupplementalPension Plan."

3.        EffectiveJanuary 1, 2004, Section 2.21 is hereby amended to read as follows:

          "**2.21**            **"InvestmentOption Subaccounts"** means the separate subaccounts, each of which         corresponds to an investment option elected by the Participant or, as providedin Section 6.3 regarding          Discretionary Company Contributions, theAdministrative Committee, with respect to a Participant's          Deferral Accounts,Supplemental Contribution Accounts, and/or Discretionary Company Contribution         Accounts, as applicable."

4.        EffectiveJanuary 1, 2004, Section 2.29 is hereby amended to read as follows:

          "**2.29**            "**Supplemental Contribution"** means an additional amount to becredited to a           Participant's Supplemental Contribution Account equal to twentypercent (20%) of the Participant's           Cash Incentive Compensation Award and BaseSalary that is deferred under Section 6.1 of the Plan for           a Plan Year by theParticipant and is, at the time of making the deferral election, deemed to beinvested           in the Participant's IR Stock Account.  Supplemental Contributions shall be available and credited only          to Participants whose job category indicates specified ownership guidelines asdetermined by the           Compensation Committee in its sole and absolute discretion."

5.        Effective January 1,2004, Section 4.2 is hereby amended to add the following paragraph to the end             thereof:

          "Subjectto Section 6.2, in making the designations pursuant to this Section, theParticipant may specify          that all or any vested portion of the Participant's SupplementalContribution Account be deemed to be          invested, in whole percentage increments,in one or more of the types of investment options provided          under the Plan ascommunicated from time to time by the Administrative Committee.  A Participant may          change the designationmade under this Section with respect to amounts credited to the vested portionof          the Participant's Supplemental Contribution Account by filing an ElectionForm no later than the time          specified by the Administrative Committee, in itssole and absolute discretion, to be effective as of the          first business day ofthe following month."

6.        EffectiveMay 29, 2003, Section 5.3 is hereby amended to read as follows:

**           "5.3**            **DiscretionaryContributions**.  A Participant shallvest in his or her Discretionary           Company Contribution Account on the earliestof: (i) the date determined by the Administrative           Committee; (ii) the date of the Participant's Disability; (iii) the dateof the Participant's death; (iv) a           Change in Control or (v) a termination ofthe Plan pursuant to Section 9.2.  EffectiveMay 29, 2003,           notwithstanding the above, to the extent an agreement between theCompany and the Participant           contains provisions governing vesting with regardsto a Discretionary Company Contribution made on           behalf of the Participant, theterms of such agreement shall apply."

7.        Effective January 1, 2004, Section 6.2 is hereby amendedto read as follows:

           "**6.2**            **Supplemental Contribution Accounts**.  The Administrative Committee shall establish and           maintain a separate SupplementalContribution Account for each Plan Year for each Participant who           receives aSupplemental Contribution for such Plan Year. All Supplemental Contributions shall be           credited to the Participant'sSupplemental Contribution Account onthe same date that the Participant's           Deferral Amount applicable to Base Salaryor a Cash Incentive Compensation Award for which the           Supplemental Contributionis being made is credited to the Participant's Deferral Account pursuant to          Section 6.1.  All of a Participant's SupplementalContributions shall be deemed to be invested in, and           shall remain deemed to beinvested in, IR Stock in the Participant's Supplemental Contribution Account          until the Participant completes an Election Form to the effect that all or aportion of the Participant's           vested Supplemental Contribution Account will bedeemed to be invested in one or more of the           investment options under theInvestment Option Subaccounts or until such amounts are distributed in           cashfrom the Plan.

          All Supplemental Contributions shall initially becredited to a Participant's Supplemental Contribution          Account in units orfractional units of IR Stock.  The valueof each unit shall be determined each business          day and shall equal the closingprice of one share of IR Stock on the New York Stock Exchange-           CompositeTape.  On each date that SupplementalContributions are credited to a Participant's          Supplemental ContributionAccount, the number of units to be credited shall be determined by dividing          thenumber of units by the value of a unit on such date.

         Dividends paid on IR Stock shall be reflected in aParticipant's Supplemental Contribution Account by the         crediting of additionalunits or fractional units.  Suchadditional units or fractional units shall equal the value         of the dividendsbased upon the closing price of one share of IR Stock on the New York Stock         Exchange-Composite Tape on the date such dividends are paid.

        To the extent a Participantcompletes an Election Form to make a deemed investment in one or more of        theinvestment options under the Investment Option Subaccounts, a Participant'svested Supplemental        Contribution Account shall be credited as follows:

        (a)        On the day a Participant makes adeemed investment election in one of the Investment Option                    Subaccounts, theAdministrative Committee shall credit the Investment Option Subaccounts of the                   Participant's Supplemental ContributionAccount with an amount in accordance with the                    Participant's Election Form; thatis, the portion of the Participant's Supplemental Contribution                    Account that theParticipant has elected to be deemed to be invested in a certain type of                   investment option shall be credited to the Investment Option Subaccountcorresponding to that                   investment option.

        (b)       Each business day, each Investment Option Subaccount of aParticipant's Supplemental                   ContributionAccount shall be adjusted for earnings or losses in an amount equal to thatdetermined                   by multiplying the balance credited to such Investment Option Subaccount as of the prior day plus                   contributions credited that day to theInvestment Option Subaccount by the Return for the                   corresponding investmentoption."

8.           Effective May, 29, 2003, Section 6.3is hereby amended to add the following paragraph at the end              thereof:

             "Effective May29, 2003, to the extent an agreement between the Company and the Participant            contains provisions governing the deemed investment of Discretionary CompanyContribution made on             behalf of the Participant, the deemed investmentprovisions of such agreement shall apply.

9.          Effective January 1, 2004, Section6.4 is hereby amended to add the following paragraph to the end             thereof.

            "Notwithstandingthe above, a Participant may elect to invest all or part of his IR StockAccount in one             or more of the available Investment Option Subaccounts under theParticipant's Deferral Accounts, as             set forth in Sections 4.2 and 6.1, and/orDiscretionary Company Contribution Account, as set forth in             Sections 4.2 and6.3, as applicable by completing the appropriate Election Form as designated bythe             Administrator."

10.       Section 7.6 is hereby amended to read asfollows:

            "**7.6**            **Formof Payments**.  All amounts in aParticipant's Deferral Account, Supplemental            Contribution Account,Discretionary Company Contribution Account and IR Stock Account and            payable toa Participant or Beneficiary under the Plan shall be paid in cash.

            All distributions from the Plan thatare to be paid in a specified number of annual installments shall be            paid sothat the amount of each annual installment is determined by dividing the totalremaining number            of units in the Participant's Account Balance to be paid inannual installments, by the number of years of            annual installments remaining."

11.       Effective May 29, 2003, Section 7 ishereby amended to add a new Section 7.8 as follows:

**            "7.8            DistributionProvisions.**  Effective May 29, 2003, to the extent anagreement between            the Company and a Participant contains provisions governingthe form and/or timing of a distribution of            a Discretionary CompanyContribution made on behalf of the Participant, the distribution provisions of           such agreement shall apply.  Except asprovided in an agreement between the Company and the            Participant, the formand/or timing of a Discretionary Company Contribution shall be determined bythe           Administrative Committee in its sole and absolute discretion."

12.       Except as specificallyset forth herein, all other terms of the Plan shall remain in full force andeffect and            are hereby ratified in all respects. 

**IN WITNESS WHEREOF**, theCompany has caused this amendment to be executed by its duly authorizedrepresentative on this 24th day of February, 2004.

**                                                                    INGERSOLL-RAND COMPANY                                                                                                      **By:/s/ Sharon Elliot                                                                                                                       Sharon Elliot                                                                        Senior Vice President                                                                        Human Resources