**Exhibit 10.31**

 

# FIRST AMENDMENTTO THEIR EXECUTIVE DEFERRED COMPENSATION PLAN II

            **WHEREAS,**Ingersoll-Rand Company (the"Company") maintains the IR Executive Deferred Compensation Plan II (the"Plan") which             was originally effective on January 1, 2005; and

**            WHEREAS,**the Company reserved the right to amend the Plan in accordance withSection 9.1 thereof, and

**            WHEREAS,**the Company, acting through its Compensation Committee, desires to amend thePlan:

**            NOW,THEREFORE,**the Planis hereby amended as set forth below:

1.         Effective January 1, 2002, Section 2.2 is hereby amendedto read as follows:

**            "2.2            "Administrative Committee"** shallmean the committee appointed by the Chief Executive Officer of the Companywhich              will administer the Plan in accordance with the duties delegated to it bythe Compensation Committee or as set forth herein."

2.         Effective January 1, 2001, Section2.6 is hereby amended to read as follows:

**            "2.6            "Cash Incentive Compensation Award"**means any of the Participant's annual cash incentive compensation awards."

3.         Effective January 1, 2002, Section 2.9 is hereby amendedto read as follows:

**           "2.9            "Compensation Committee"** meansthe Compensation and Nominating Committee of the Board of Directors ofIngersoll-            Rand Company Limited."

4.        Effective May 1, 2002, Section 2.9 is hereby amended toread as follows:

**          "2.9            "Compensation Committee"** meansthe Compensation Committee of the Board of Directors of Ingersoll-Rand Company           Limited."

5.       Effective May 29, 2003, Section 2.11 is hereby amended toread 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 Elected Officers Supplemental Program, Ingersoll-Rand CompanySupplemental Key           Management Plan, Ingersoll-Rand Company Supplemental EmployeeSavings Plan and/or the Ingersoll-Rand Company Supplemental           Pension Plan butfor the Participant's deferral under Section 4 of the Plan and the applicableprovisions of the Ingersoll-Rand Company           Supplemental Employee Savings Planand/or the Ingersoll-Rand Company SupplementalPension Plan."

6.     Effective January 1, 2004,Section2.29 is hereby amended to read as follows:

        "**2.29**            **"Supplemental Contribution"** means anadditional amount to be credited to a Participant's Supplemental Contribution        Account equal to twenty percent (20%) of the Participant's Cash IncentiveCompensation Award that is deferred under Section 6.1 of the         Plan for a PlanYear by the Participant and is, at the time of making the deferral election,elected to be invested in the Participant's IR Stock         Account.  Supplemental Contributions shall beavailable and credited only to Participants whose job category indicatesspecified ownership         guidelines as determined by the Compensation Committee inits sole and absolute discretion.

        Notwithstanding any other provision of the Plan tothe contrary, to the extent a Participant elects to change his deemedinvestment from the IR        Stock Account to any one or more investment optionsprovided under the Plan with respect to all or any portion of a Cash Incentive       Compensation Award for which the Participant was credited with a SupplementalContribution before the related Supplemental Contribution         is vested, suchSupplemental Contribution and any related earnings shall be forfeited."

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 aseparate Supplemental        Contribution Account for each Plan Year for eachParticipant who receives a Supplemental Contribution for such Plan Year.  All        Supplemental Contributions shall becredited to the Participant's Supplemental Contribution Account on the samedate that the Participant's        Deferral Amount applicable to a Cash IncentiveCompensation Award for which the Supplemental Contribution is being made iscredited 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 Accountuntil 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 be credited to aParticipant's Supplemental Contribution Account in units or fractional units ofIR        Stock.  The value of each unit shallbe determined each business day and shall equal the closing price of one shareof IR Stock on the New        York Stock Exchange-Composite Tape.  On each date that Supplemental Contributionsare credited to a Participant's Supplemental        Contribution Account, the numberof units to be credited shall be determined by dividing the number of units bythe value of a unit on such        date.

        Dividends paid on IR Stock shall be reflected in a Participant'sSupplemental Contribution Account by the crediting of additional units or       fractional units.  Such additional unitsor fractional units shall equal the value of the dividends based upon theclosing price of one share of IR        Stock on the New York Stock Exchange-CompositeTape on the date such dividends are paid.

        To the extent aParticipant completes an Election Form to make a deemed investment in one ormore of the investment options under the        Investment Option Subaccounts, aParticipant's vested Supplemental Contribution Account shall be credited asfollows:

        (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 theParticipant'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 the               Participant has elected to be deemed to be invested in a certain type ofinvestment option shall be credited to the Investment Option                Subaccount correspondingto 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 OptionSubaccount as of                the prior day plus contributions credited that day to theInvestment Option Subaccount by the Return for the corresponding investment               option."

8.      Effective September 20, 2004Section10.10 is hereby amended to read as follows:

         "10.10            **Notice**.  Any notice or filing requiredor permitted to be given to the Administrative Committee shall be sufficient ifin writing           and hand delivered, or sent by registered or certified mail, to theCompany at 155 Chestnut Ridge Road, Montvale, NJ 07645, directed to           theattention of the Senior Vice President, Human Resources. Such notice shall bedeemed given as of the date of delivery or, if delivery is           made by mail, as ofthe date shown on the postmark on the receipt for registration orcertification. Any notice to the Participant shall be           addressed to theParticipant at the Participant's residence address as maintained in theCompany's records. Any party may change the           address for such party here setforth by giving notice of such change to the other parties pursuant to thisSection."

9.     Except as specifically set forth herein, all otherterms of the Plan shall remain in full force and effect and are hereby ratifiedin all respects.

**        IN WITNESS WHEREOF**, theCompany has caused this amendment to be executed by its duly authorizedrepresentative on this 10th day        of March, 2005.

**                                                                                                                                INGERSOLL-RAND COMPANY                                                                                                                           **

**                                                                                                                              **By: /s/ Timothy McLevish________________________                                                                                                                                      Timothy McLevish                                                                                                                                      Senior Vice President and Chief Financial Officer