**Exhibit 10.29**

 

**FOURTH AMENDMENTTO THEIR EXECUTIVE DEFERRED COMPENSATION PLAN**

            **WHEREAS,**Ingersoll-Rand Company (the"Company") maintains the IR Executive Deferred Compensation Plan (the "Plan")which was             originally effective on January 1, 1997; 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 of          IR 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                 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 OptionSubaccount                 as of the prior day plus contributions credited that day to theInvestment Option Subaccount by the Return for the corresponding                 investmentoption."

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 or certification.Any notice to the                  Participant shall be addressed to the Participant at theParticipant's residence address as maintained in the Company's records. Any                 party may change the address for such party here set forth by giving notice ofsuch change to the other parties pursuant to this Section."

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             10thday of March, 2005.

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