**Exhibit 10.24**

 

**INGERSOLL-RAND COMPANY**

**ELECTED OFFICERS SUPPLEMENTAL PROGRAM**

**(As Amended and Restated Effective January 1,2003, including Amendments through June 2, 2004)**

**Introduction**

Ingersoll-RandCompany (the "Company") adopted the Ingersoll-Rand Company ElectedOfficers Supplemental Program (the "Program") effective June 30, 1995to provide retirement benefits to certain individuals employed by the Companyin addition to the benefits provided from other qualified and non‐qualifiedplans maintained by the Company.  Thisamendment and restatement of the Program is effective as of January 1, 2003including amendments through June 2, 2004 and supersedes the prior provisionsof the Program.

TheProgram is intended to be treated as a plan which is unfundedand maintained primarily for the purpose of providing deferredcompensation for a select group of management or highly compensated employeeswithin the meaning of the Employee Retirement Income Security Act of 1974, asamended.

Generally, the provisions ofthe Program as set forth herein shall apply only to an Employee who terminatesemployment on or after January 1, 2003. The rights and benefits, if any, of an Employee who terminatedemployment prior to January 1, 2003 shall be determined in accordance with theprovisions of the Program in effect on the date he terminated employment.

**INGERSOLL-RAND COMPANYELECTED OFFICERS SUPPLEMENTAL PROGRAM**

**TABLE OF CONTENTS**

                                                                                                                                                                                Page

**INTRODUCTION**                                                                                                                                                     i

**ARTICLE 1  ‐ DEFINITIONS**

1.1                 ActuarialEquivalent                                                                                                                                11.2                 Board                                                                                                                                                     11.3                 Change inControl                                                                                                                                   11.4                 Company                                                                                                                                                11.5                 Committee                                                                                                                                              11.6                 DeferralPlan                                                                                                                                           11.7                 EffectiveTime                                                                                                                                         11.8                 ElectedOfficer                                                                                                                                        11.9                 Employee                                                                                                                                                11.10               EstateProgram                                                                                                                                        11.11               Final Average Pay                                                                                                                                   11.12               Merger Agreement                                                                                                                                 21.13              Pension Plan                                                                                                                                            21.14               Program                                                                                                                                                  21.15               Year of Service                                                                                                                                       2

**ARTICLE 2 - PARTICIPATION**

2.1                   Commencementof Participation                                                                                                             32.2                   Durationof Participation                                                                                                                         3

**ARTICLE 3 ‐ AMOUNT OF BENEFIT**

3.1                  Amount of Benefit                                                                                                                                  4

**ARTICLE 4 ‐ VESTING**

4.1                   Vesting                                                                                                                                                   54.2                   Forfeiture for Cause                                                                                                                                5

**INGERSOLL-RAND COMPANY**

**TABLE OF CONTENTS (cont.)**

                                                                                                                                                                                       Page

**ARTICLE 5 ‐ DISTRIBUTIONS**

5.1                  Retirement                                                                                                                                                  65.2                  Form of Distribution                                                                                                                                    75.3                  Disability                                                                                                                                                     85.4                  Death                                                                                                                                                          95.5                  Payment of Benefits                                                                                                                                     9

**ARTICLE 6 ‐ FUNDING**

6.1                  Funding                                                                                                                                                      106.2                  Company Obligation                                                                                                                                   10

**ARTICLE 7 ‐ CHANGE INCONTROL**

7.1                   Contributions to Trust                                                                                                                                  117.2                  Amendments                                                                                                                                               11

**ARTICLE 8 ‐ MISCELLANEOUS**

8.1                  Amendmentand Termination                                                                                                                        128.2                  NoContract of Employment                                                                                                                         128.3                  Withholding                                                                                                                                                  128.4                  Loans                                                                                                                                                           128.5                  Compensationand Nominating Committee                                                                                                    128.6                  EntireAgreement; Successors                                                                                                                       138.7                  Severability                                                                                                                                                   138.8                  GoverningLaw                                                                                                                                             138.9                  Participantas General Creditor                                                                                                                      13

8.10                Nonassignability                                                                                                                                            13

**APPENDIX A                        **                                                                                                                                           15

**ARTICLE 1**

**DEFINITIONS**

**1.1            "Actuarial Equivalent"**means an amount having equal value to a single life annuity when computed onthe basis of the mortality table                   specified in IRS Revenue Ruling 2001-62 and aninterest rate equal to the average of the monthly rates for ten-year Constant                  Maturities for US Treasury Securities for the twelve-month period immediatelypreceding the month prior to the month in which a                   determination of benefitoccurs, such rate as published in Federal Reserve statistical release H.15(519).

**1.2            "Board"** means the Board of Directors of Ingersoll-Rand Company.

**1.3            "Change in Control"**shall have the same meaning as such term is defined in the most recent CompanyIncentive Stock Plan, unless a                   different definition is used for purposes of achange in control event in any severance or employment agreement between anEmployer                   and an Employee, in which event as to such Employee such definitionshall apply.  Notwithstandingany other provision in this Program                   to the contrary, none of the transactionscontemplated by the Merger Agreement that are undertaken by (i) Ingersoll-RandCompany                   or its affiliates prior to or as of the Effective Time or (ii)Ingersoll-Rand Company Limited or its affiliates on and after the Effective                  Time, shall trigger, constitute or be deemed a Change in Control.  On and after the Effective Time, the termChange in Control shall                   refer solely to a Change in Control of Ingersoll-RandCompany Limited.

**1.4            "Company"** meansIngersoll-Rand Company, and its successors or assigns.

**1.5            "Committee"** means the CompensationCommittee of Ingersoll-Rand Company Limited.

**1.6            "Deferral Plan"** means the IR Executive Deferred Compensation Plan.

**1.7            "Effective Time"** means the Effective Time as such term is defined in the MergerAgreement.

**1.8            "Elected Officer"** means anindividual elected by the Board as an officer of the Company.

**1.9            "Employee"** means an individual eligibleto participate in the Program as provided in Section 2.1.

**1.10**          **"EstateProgram"**means the Ingersoll-Rand Company Estate Enhancement Program.

**1.11          "FinalAverage Pay"** means, except as provided in Section 5.3 forpurposes of disability, the sum of the following:

> 
    (a)        the average of each of the five highestbonus awards (whether the awards are paid to the Employee, or are a Deferral               Amount (as such term is defined in the Deferral Plan) or the Employee haselected to forego a bonus award pursuant to the                Estate Program) during the sixmost recent calendar years, including the year during which the Employee'sretirement or                death occurs, or a Change in Control occurs, but excludingSupplemental Contributions (as such term is defined in the                Deferral Plan) orany amounts paid from the Deferred Compensation Account (as such term isdefined in the Deferral Plan)                or any other account under the Deferral Planincluding, but not limited to, amounts paid consisting of Deferral Amounts and               Supplemental Contributions and their earnings, and any amounts paid by theCompany pursuant to the Estate Program, and

                (b)     theEmployee's annualized base salary in effect immediately prior to the date ofdetermination (whether such base salary is paid to                          the Employee or is aDeferral Amount (as such term is defined in the Deferral Plan)).

**1.12           "MergerAgreement"**means that certain Agreement and Plan of Mergeramong the Company, Ingersoll-Rand Company Limited,                     and IR Merger Corporationdated as of October 31, 2001, pursuant to which the Company will become anindirect wholly-owned                     subsidiary of Ingersoll-Rand Company Limited.

**1.13            "Pension Plan"** meansIngersoll-Rand Pension Plan Number One as in effect on January 1, 2003 and asamended from time to time.

**1.14            "Program"**means theIngersoll-Rand Company Elected Officers Supplemental Program as stated hereinand as may be amended                     from time to time.

**1.15             "Year of Service"** shall bedetermined in accordance with the provisions of the qualified defined benefitpension plan(s) (as defined                      below) in which an individual participates while anEmployee that are applicable to determining years of vesting service under such                     plan.  For purposes of this Section aqualified defined benefit pension plan means a plan (a) sponsored by theCompany, any                      domestic entity in which the Company owns (directly or indirectly)a 50% or more interest, or any other entity designated by the                      Company and (b)which is defined in Section 414(j) of the Internal Revenue Code of 1986, asamended.  Notwithstanding any                      provisionof the Program to the contrary, in the event an Employee earns one or morehours of service during a calendar year, he                      shall be credited with a Year ofService with respect to such year for purposes of the Program.

                     Whenever the word "he", "his," or "him" is used in the Program,such word is intended to embrace within its purview the word "she"                     or "her", asmay be appropriate.

**ARTICLE2**

**PARTICIPATION**

** **

**2.1**            **Commencementof Participation**

                An individual employed by the Company shall commence participationin the Program upon (a) becoming an Elected Officer of the                Company and (b)being approved for participation by the Committee.

**2.2**            **Durationof Participation**

                An Employee shall continue to participate in the Program until theearlier of his termination of employment, death, or election to waive the               benefit provided under the Program.

**ARTICLE 3**

**AMOUNT OF BENEFIT**

**3.1            Amountof Benefit**

                Unless the Program hasbeen modified pursuant to a written agreement between the Company and anEmployee as described in Section                8.6, an Employee shall be entitled to receivea benefit under the Program equal to (a) minus (b) minus (c) below:

                (a)         the product of:

                                (i)                his Final Average Pay,

                                (ii)               his Years of Service (up to amaximum of 35 Years of Service),

                                (iii)              1.9%, and

                                (iv)             a factor, as of the Employee's date of retirement, usedto determine the lump sum that is the Actuarial Equivalent

                (b)   the amount set forth in Appendix A asattached hereto

                (c)   thebenefit he would be entitled to receive under Section 5.2 of the Program butfor his election to forego such benefit pursuant to                       the Estate Program.

**ARTICLE 4**

**VESTING**

**4.1           Vesting**

                 Prior to June 2, 2004, an Employee shall become vested in thebenefit provided under the Program upon the earlier of  (i) the                 attainment of age 55 and the completion of 15 Years of Service,  (ii) the attainment of age 62,  (iii) death, or(iv) a Change                 inControl.

                Effective June 2, 2004, an Employee shall become vested in thebenefit provided under the Program upon the earlier of (i) the attainment                of age 55 and the completion of 5 Years of Service, (ii) the attainment of age 62,(iii) death, or (iv) a Change in Control.

**4.2           Forfeiture for Cause**

                All benefits for which an Employee would otherwise beeligible hereunder may be forfeited, at the discretion of the Committee, priorto                the occurrence of a Change in Control under the following circumstances:

                (a)        TheEmployee is discharged by the Company for cause, which shall be a breach of thestandards set forth in the Ingersoll-Rand                             Company Code of Conduct; or

               (b)        Determination by theCommittee no later than 12 months after termination of employment that theEmployee has engaged in                             serious or willful misconduct in connection with hisemployment with the Company; or

               (c)        The Employee (whetherwhile employed or for two years thereafter) without the written consent of theCompany is employed                             by, becomes associated with, renders service to, or owns aninterest in any business that is competitive with the Company or                             with anybusiness in which the Company has a substantial interest as determined by theCommittee; provided, however, that an                             Employee may own up to 1% of the publiclytraded equity securities of any business, notwithstanding the foregoing.

**ARTICLE5**

**DISTRIBUTIONS**

**5.1            Retirement**

                Employee retirement distributions under the Program shall be asfollows:

                (a)         NormalRetirement  ‐ An Employee shall retire and receive the benefitunder Section 3.1 upon attaining age 62, provided                             that the Chief ExecutiveOfficer of the Company (or in the case of the Chief Executive Officer, theBoard) may request an                             Employee to remain in the employ of the Company after theEmployee has attained age 62.

                (b)        Early Retirement  ‐An Employee may retire under the Program at any time after he becomesvested in accordance with Section                            4.1.  In the event he retires before age 62, he will receive a benefitunder the Program in accordance with Section 5.5.  Such                            benefit shall be equal to the benefit he would have receivedat age 62 under Section 3.1, provided however that:

                                  (i)    the amount determined underSection 3.1(a) shall be reduced by  0.429% for each month that the benefit                                         commences prior to age 62,                                   (ii)    the benefit offset amount derived from defined benefit plans, asidentified in Appendix A and as adjusted for                                           retirement at the earliest date onwhich the Employee may retire and begin receiving a benefit under such defined                                          benefit plans and as further adjusted, if necessary, to the ActuarialEquivalent of the benefit payable on the date                                           benefits under the Program commence,shall be as determined under the applicable plans irrespective of whether the                                          Employee elects to receive a benefit under such plans, and

                                 (iii)    for years prior to SocialSecurity normal retirement age, the Social Security Primary Insurance Amount (asdefined in                                          Appendix A) shall be reduced by the same factors used by the SocialSecurity Administration to adjust benefits                                         payable at age 62 orlater, and by .3% for each month that benefits under the Program commence priorto age 62.

               (c)        Late Retirement  ‐If an Employee retires after age 62 as provided under (a) above, he willreceive a benefit equal to the greater                             of:

                                 (i)    the benefit determined underSection 3.1 as of his date of retirement, or

                                 (ii)   the benefit he would havereceived had he retired at age 62, credited with interest from the date heattained age 62 until                                         his date of retirement. For purposes of this subsection  (ii),the interest rate will beequal to the average of the monthly                                         rates for ten-year Constant Maturities forUS Treasury Securities for the twelve-month period immediately preceding                                         themonth prior to the month in which a determination of benefit occurs, such rateas published in Federal Reserve                                         statistical release H.15(519). 

**5.2       Formof Distribution**

            (a)        Unlessthe Employee elects to make a deferral under subsection (b) below benefitsunder the Program shall be payable solely in a                         single lump sum as determinedunder Section 3.1 as of his date of retirement.  The lump sum amount, determined as of the date of                         the Employee'sretirement, shall be the Actuarial Equivalent of the benefit under Section 3.1adjusted, if applicable, to reflect the                         provisions of Section 5.1.  Prior to May 29, 2003, the lump sumdistribution determined under this Section 5.2 shall be credited                         with interestat a rate equal to the rate of return earned by the Money Market Portfolio ofthe Ingersoll-Rand Company Employee                         Savings Plan from the Employee's date ofretirement until the date of distribution. Effective May 29, 2003, the lumpsum                         distribution determined under this Section 5.2 shall be credited withinterest at a rate equal to the average of the monthly rates for                         ten-yearConstant Maturities for US Treasury Securities for the twelve-month periodimmediately preceding the month prior to the                         month in which a determination ofbenefit occurs, such rate as published in Federal Reserve statistical releaseH.15(519), from the                         Employee's date of retirement until the date ofdistribution.

            (b)        Effective January 1, 2003, anEmployee may file a deferral election under the Deferral Plan at least one yearin advance of the                         Employee's date of termination of employment to defer thepayment of the lump sum determined under subsection (a) above.  In                         the event a valid deferral election ismade under the Deferral Plan, the payment of the lump sum amount that otherwisewould have                         been paid under this Section 5.2 shall be credited to the DeferralPlan as of the date the lump sum amount would have been paid                         had a validdeferral election not been made.

            (c)        Notwithstandingthe foregoing, an Employee who retires under the Program on or after January 1,2003 but before May 29, 2003                         may elect within the 30-day period immediatelypreceding his date of retirement to have his lump sum payment determined as of                        his date of retirement using an alternative interest rate.  The alternative interest rate used todetermine the Actuarial Equivalent                         benefit payable in a lump sum shall be theinterest rate equal to the 10-Year Treasury Note rate as published in TheNew York                         Times in the Key Rate Table under the Credit Market Section, or,if such rate is unavailable, as provided by Telerate, in both                         cases as of thebusiness day immediately preceding the date payment is made to theEmployee.  In the event an Employeeelects to                         have his benefit determined under this paragraph, no interest will bepayable from the Employee's date of retirement until the date                         of distribution.

**5.3                   Disability**

                         An Employee who becomes disabled and who remains continuouslydisabled until attaining age 65 shall continue to accrue benefits                         under theProgram as if he continued to be employed by the Company.  Such Employee shall receive an immediatelump sum                         payment determined under Sections 3.1 and 5.2 of the Program as of theEmployee's 65th birthday.

                        Notwithstandingany other provision of the Program to the contrary, when determining FinalAverage Pay for an Employee who is                        disabled under the provisions of thisSection, Final Average Pay means the sum of: 

                        (a)        the average of each of the five highest bonus awards (whetherthe awards are paid to the Employee, are a Deferral Amount                                    (as such term isdefined in the Deferral Plan) or the Employee has elected to forego a bonusaward pursuant to the Estate                                     Program) during the six most recent calendaryears, including the year during which the Employee's disability occurs, (or,if                                     the average of the five highest bonus awards would be greater, the six mostrecent calendar years prior to the year in which                                     the Employee's disabilityoccurs), but excluding Supplemental Contributions (as such term is defined inthe Deferral Plan)                                     or any amounts paid from the Deferred Compensation Account(as such term is defined in the Deferral Plan) or any other                                     account under theDeferral Plan including, but not limited to, amounts paid consisting ofDeferral Amounts and                                     Supplemental Contributions and their earnings, and anyamounts paid by the Company pursuant to the Estate Program,                                     and

                        (b)        the Employee's annualized base salary in effect as of thedate he becomes disabled.

                        An Employee who is no longer disabled under this Section and whoreturns to the employ of the Company or an affiliated                        company, shall beentitled to accrue benefits under this Section for the period of hisdisability.

                        An Employee who is no longer disabled under this Section and whodoes not return to the employ of the Company or an affiliated                        company, shallnot be entitled to accrue any benefits under this Section for any portion ofthe period of his disability.

                         For purposes of the Program, an Employee shall be disabled if heis unable to continue to perform the duties of his position due to                         a physicalor mental impairment.

**5.4                   Death**

                        In the event that an Employee dies prior to retirement, hisbeneficiary shall receive a lump sum payment determined under Sections                        3.1 and5.2 of the Program as of the date of the Employee's death as if the Employeeretired on the date of his death; provided that                         if the Employee's death occursprior to his attainment of age 55, his benefit shall be reduced by .3% for eachmonth that the benefit                         commences before the Employee would have reached age65.  The Employee's beneficiary underthe Program shall be the                         beneficiary under the Ingersoll-Rand Company EmployeeSavings Plan unless the Employee designates another beneficiary in                         writing, andsuch written designation has been received by the Committee prior to the dateof death.  An Employee may change                         thedesignated beneficiary under the Program at any time by providing suchdesignation in writing to the Committee. Effective June                         2, 2004, theEmployee's beneficiary(ies) and the percentage(s) of the benefit payable underthe Program to such beneficiary(ies)                         shall be the same as the Employee'sbeneficiary(ies) and percentage(s) under the Pension Plan.

**5.5                    Paymentof Benefits**

                         Unless the Employee makes adeferral election as described in Section 5.2(b), the benefit under thisProgram shall be paid as soon                         as practicable following the Employee'sretirement or death.  Effective May 29,2003, the benefit under the  Programshall be                         paid on the later of  (i) thefirst business day of the sixth month following the Employee's retirement ordeath, or  (ii) the                         first business day of the calendar yearfollowing the Employee's retirement or death.

                         In the event an Employee is disabled in accordance with Section5.3, his benefit shall be paid on the first day of the month                         following the datethat the Employee attains age 65.

**ARTICLE 6**

**FUNDING**

**6.1                    Funding**

                         Except as provided in Section 8.9 hereof, the Company shall haveno obligation to fund the benefit that an Employee earns under                         the Program.

**6.2**            **        CompanyObligation**

                        Notwithstanding the provisions of any trust agreement or similar  funding vehicle to the contrary, theCompany shall remain                        obligated to pay benefits under the Program.  Nothing in the Program or any trustagreement shall relieve the Company of its                        liabilities to pay benefits underthe Program except to the extent that such liabilities are met by thedistribution of trust assets.

**ARTICLE 7**

**CHANGE IN CONTROL**

**7.1                Contributionsto Trust**

                    In the event that a Change in Control has occurred, the Companyshall be obligated to establish a trust and to contribute to the trust an                   amount necessary to fund the accrued benefit earned by the Employee under theProgram (assuming immediate benefit                    commencement) as of the last day of thecalendar month immediately preceding the date the Board determines that aChange in                    Control has occurred.  If theEmployee shall not have attained age 55, his annual benefit shall be determinedon the same basis used to                    determine his accrued benefit in the case of death asspecified in Section 5.4.

**7.2               Amendments**

                    Following a Change in Control of the Company, any amendmentmodifying or terminating the Program shall have no force or effect.

**ARTICLE 8**

**MISCELLANEOUS**

**8.1***           ***Amendment and Termination**

                Except as provided in Section 7.2 hereof, the Program may, at anytime and from time to time, be amended or terminated without the                consent of anyEmployee or beneficiary, (a) by the Board, or  (b)in the case of amendments which do not materially modify the                provisionshereof, the Committee or such other committee appointed by the Board; provided,however, that no such amendment or                termination shall reduce any benefitsaccrued under the terms of the Program prior to the date of termination oramendment.

**8.2**           **NoContractof Employment**

                The establishment of the Program or any modification hereof shallnot give any Employee or other person the right to remain in the                serviceof the Company or any of its subsidiaries, and all Employees and otherpersons shall remain subject to discharge to the same                 extent as if the Programhad never been adopted.

**8.3***           ***Withholding**

                The Company shall be entitled to withhold from any payment dueunder the Program any and all taxes of any nature required by any                government tobe withheld from such payment.

**8.4**           **Loans**

                No loans to Employees shall be permitted under the Program.

**8.5          CompensationCommittee**

               The Program shall be administered by the Committee (or anysuccessor committee) of the Board.  Theprimary responsibility of the               Committee is to administer the Program for theexclusive benefit of the Employees and their beneficiaries, subject to thespecific terms of               the Program.  TheCommittee shall administer the Program in accordance with its terms to theextent consistent with applicable law, and               shall have the power to determineall questions arising in connection with the administration, interpretation,and application of the               Program.  Anysuch determination by the Committee shall be conclusive and binding upon allaffected parties. Any denial by the               Committee of a claim for benefits under theProgram by an Employee or beneficiary shall be stated in writing by theCommittee and               delivered or mailed to the Employee or beneficiary.  Such notice shall set forth the specificreasons for the Committee's decision. In               addition, the Committee shall afford a reasonable opportunity to anyEmployee or beneficiary whose claim for benefits has been denied               for a reviewof the decision denying this claim.

**8.6       EntireAgreement; Successors**

            The Program, includingany subsequently adopted amendments, shall constitute the entire agreement orcontract between the Company and            any Employee regarding the Program.  There are no covenants, promises,agreements, conditions or understandings, either oral or written,            between theCompany and any Employee regarding the provisions of the Program, other thanthose set forth herein.  Effective May29,            2003, notwithstanding the previous sentence, to the extent any writtenagreement between the Company and an Employee modifies the            provisions of theProgram with respect to the Employee, such agreement shall be deemed to modifythe provisions of the Program but only            to the extent such agreement is approvedby the Committee.  The Program and anyamendment hereof shall be binding on the Company            and the Employees and theirrespective heirs, administrators, trustees, successors and assigns, includingbut not limited to, any successors            of the Company by merger, consolidation orotherwise by operation of law, and on all designated beneficiaries of theEmployee.

**8.7       Severability**

            If any provisions of the Program shall, to any extent, be invalidor unenforceable, the remainder of the Program shall not be affected            thereby,and each provision of the Program shall be valid and enforceable to the fullestextent permitted by law.

**8.8       GoverningLaw**

            The laws of the State of New Jersey shall  governthe Program.

**8.9       Participant as General Creditor**

            Benefits under the Program shall be payable by the Company out ofits general funds. The Company shall have the right to establish a            reserve ormake any investment for the purposes of satisfying its obligations hereunderfor payment of benefits at its discretion, provided,            however, that no Employeeeligible to participate in the Program shall have any interest in suchinvestment or reserve.  To the extentthat            any person acquires a right to receive benefits under the Program, suchrights shall be no greater than the right of any unsecured general            creditor ofthe Company.

**8.10     Nonassignability**

            To the extent permitted by law, the right of any Employee or anybeneficiary in any benefit hereunder shall not be subject to attachment or            anyother legal process for the debts of such Employee or beneficiary nor shall anysuch benefit be subject to anticipation, alienation, sale,            transfer, assignmentor encumbrance.

**IN WITNESS WHEREOF**, the Company has caused this amendment and restatement to beexecuted by its duly authorized representative on this 31st day of December,2004.

**                                                                                                                                INGERSOLL-RAND COMPANY**

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

**APPENDIX A**

Unlessotherwise specified in another Appendix attached hereto, the sum of thefollowing shall be used for purposes of Section 3.1(b) of the Program:

                (a)                All employer-paid benefitsunder any qualified defined benefit plan (as defined in Section 414(j) of theInternal Revenue                                     Code of 1986, as amended) and associated supplemental planssponsored by the Company.  For purposesof this                                     Paragraph (a), the amount of any pension payable under the ClarkEquipment Company Retirement Program for Salaried                                     Employees shall be determinedwithout reduction by the lifetime pension equivalent of the Employee's vestedinterest in his                                     PPOA Account (as such term is defined in the I-R/ClarkLeveraged Employee Stock Ownership Plan).

                                    Forpurposes of determining the benefit under Section 3.1 of the Program, theEmployee's benefit, if any, under any                                    qualified defined benefit plan andassociated supplemental plans described in the previous paragraph, shall bedetermined                                    as a lump sum at the date of determination.

                (b)              The Social Security PrimaryInsurance Amount (as defined below) estimated at age 65, multiplied by afraction, the                                    numerator of which is his Years of Service (up to a maximum of 35Years of Service), and the denominator of which is 35.

                                    For purposes of the Program, "Social Security PrimaryInsurance Amount" means the amount of the Employee's annual                                    primary old ageinsurance determined under the Social Security Act in effect at the date ofdetermination and payable in                                    accordance with (i) or (ii) below.

                                                (i)    For benefitsdetermined on or after age 65, payable for the year following his date ofretirement or death.

                                                (ii)    For benefitsdetermined before the Employee attains age 65, payable for the year followinghis retirement or                                                        death (or which would be payable when he first would havebecome eligible if he were then unemployed),                                                        assuming he will not receive afterretirement (or death) any income that would be treated as wages for                                                        purposes ofthe Social Security Act.

                                Forpurposes of determining the Social Security Benefit under paragraphs (i) and(ii) above, an Employee's covered earnings                                under said Act for each calendaryear preceding the Employee's first full calendar year of employment shall bedetermined by                                multiplying his covered earnings subsequent to the year beingdetermined by the ratio of the average per worker total wages                                as reported bythe Social Security Administration for the calendar year being determined tosuch average for the calendar year                                subsequent to the year being determined.

                                The"Social Security Primary Insurance Amount" determined above shall be convertedto a lump sum using the factor                                determined under Section 3.1(a)(iv).

                    (c)        AnEmployee's accrued benefit under any qualified defined benefit pension plan (asdefined in Section 414(j) of the Internal                                Revenue Code of 1986, as amended) andany nonqualified pension plan with respect to any business that was acquired bythe                                Company ("Acquired Business"), (each such pension plan shall be referred toin this Paragraph (c) as a "Former Plan"), shall                                be used for purposes ofSection 3.1(b) of the Program if the Employee:

                                        (i)    was an employee ofthe Acquired Business on the date it was acquired by the Company,

                                        (ii)    became an employeeof the Company as a result of the acquisition of the Acquired Business, and

                                        (iii)    was grantedvesting service under any qualified defined benefit pension plan (as defined inSection 414(j) of the                                                 Internal Revenue Code of 1986, as amended) sponsored bythe Company, any domestic entity in which the                                                 Company owns (directly orindirectly) a 50% or more interest, and any other entity designated by theCompany                                                 for service performed while an employee of the Acquired Business.

                                 The Employee's accrued benefit under the Former Plan shallbe determined as a life annuity payable as of the date of                                 determination, usingthe Former Plan's early retirement factors, if applicable, and converted to alump sum using the factor                                 determined under Section 3.1(a)(iv).

                                 Notwithstanding anything to the contrary in this Paragraph (c), ifthe Committee determines that the accrued benefit under a                                 Former Plan cannotreasonably be calculated due to lack of information about the Former Plan orotherwise, the provisions                                 of this Paragraph (c) shall not apply with respect tosuch Former Plan.