**Exhibit10.8**

** **

**AMENDED AND RESTATEDAGREEMENT**

                        This AGREEMENT, amended and restated as of December 1,2003 is between INGERSOLL-RAND COMPANY, a New Jersey corporation (the"Company"), INGERSOLL-RAND COMPANY LIMITED, a Bermuda company ("IR Limited")and Herbert L. Henkel (the "Employee"). Unless otherwise indicated, terms used herein and defined in Schedule Ahereto shall have the meanings assigned to them in said Schedule.

                        The Company and the Employee are already parties to anagreement that is currently in effect, which they desire to hereby amend andrestate.

                        The Company, IR Limited and the Employee agree as follows:

                        1.        OPERATION OF AGREEMENT.

                        This Agreement shall be effective immediately upon itsexecution and shall continue thereafter from year to year prior to a Change ofControl Event unless terminated as of any anniversary of the date hereof byeither party upon written notice to the other party given at least 60 days, butnot more than 90 days, prior to such anniversary date.  Notwithstanding the foregoing, thisAgreement may not be terminated after the occurrence of a Change of ControlEvent.

                        2.          AGREEMENTTERM.

The term of this Agreement shall begin on the date hereofand, unless terminated pursuant to paragraph 1 prior to a Change of ControlEvent, shall end on the fifth anniversary of the occurrence of a Change ofControl Event (or, if later, after satisfaction of all obligations hereunder).

                        3.         EMPLOYEES'POSITION AND RESPONSIBILITIES.

                        (a)       The Employee will continue to serve the IR Group upon theoccurrence of a Change of Control Event, in all material respects, in the samecapacity (including position, status, offices, titles and reportingresponsibilities) with the same authorities, duties and responsibilities as heor she serves immediately prior thereto.

                        (b)       During the term of this Agreement the Employee shall devotesubstantially all of his or her business time (excluding vacation time and sickleave to which the Employee is entitled) and attention exclusively to thebusiness and affairs of the IR Group and shall use his or her reasonable bestefforts to promote the interests of the IR Group.  The participation of the Employee in outside directorships andcivic or charitable activities, and the management of the Employee's personalinvestments in public companies in which the Employee holdings do not exceed 5%of the outstanding shares or value of such companies, in each case, which donot materially interfere with the performance of Employee's duties for the IRGroup shall not be deemed a violation of this paragraph 3.

                        4.        COMPENSATIONAND OTHER BENEFITS UPON CHANGE OFCONTROL EVENT.

                        The Company and the Employee agree that, upon theoccurrence of any Change of Control Event, the Employee shall receive basicannual salary, bonus and fringe and other benefits as follows:

                        (a)      Basic Annual Salary and Bonus.  The Employee's basic annual salary shall beat a rate not less than the rate of annual salary, which has been paid to theEmployee immediately prior to the Change of Control Event, with such annualincreases (but not decreases) equal to the greater of (i) salary increases asmay be contemplated by any applicable salary adjustment programs of the IR Group (or any member thereof) ineffect immediately prior to the Change of Control Event and applicable to theEmployee and such further increases as shall be determined from time to time bythe Board or (ii) a percentage equal to the percentage increase (if any) in the"Consumer Price Index for All Urban Consumers" published by the United StatesDepartment of Labor's Bureau of Labor Statistics for the then most recentlyended 12-month period.  In addition, theEmployee shall be entitled to receive an annual bonus in an amount not lessthan the highest annual bonus received by, or accrued on behalf of, theEmployee with respect to the lesser of (i) the five full Fiscal Yearsimmediately preceding the Change of Control Event, or (ii) the number of fullFiscal Years immediately preceding the Change of Control Event during which theEmployee has been employed by the IRGroup (or any member thereof) (whether the bonus is paid to, is accruedon behalf of, is a Deferral Amount (as such term is defined in the IR ExecutiveDeferred Compensation Plan) or is foregone by the Employee pursuant to theIngersoll-Rand Company EstateEnhancement Program).

                        (b)    Fringe Benefits; Business Expenses.  The Employee shall be entitled to receivebenefits, including but not limited to pension (and supplemental pension),savings plan (and supplemental savings plan), leveraged employee stockownership plan, stock award, performance share, stock option, deferredcompensation, and welfare plans (as defined in section 3(1) of the EmployeeRetirement Income Security Act of 1974, as amended, or otherwise) including,but not limited to, life, medical, prescription drugs, dental, disability,accidental death and travel accident coverage plans, post-retirement welfarebenefits, and an estate enhancement program on terms no less favorable thanthose in effect under each such plan or program immediately prior to the Changeof Control Event, and at no less than the same benefit levels (and no more thanthe same employee contribution levels) then in effect under each such plan orprogram of the IR Group (or any member thereof) and to receive all other fringebenefits and perquisites (or their equivalent) from time to time in effect forthe benefit of any executive, management or administrative group for which theemployment position then held by the Employee entitles the Employee toparticipate.  The Company shall providefor the payment of, or reimburse the Employee for, all travel and otherout-of-pocket expenses reasonably incurred by him in the performance of his orher duties hereunder.

                        (c)     Management Incentive Unit Plan.  The Company and the Employee further agreethat immediately upon the occurrence of any Change of Control Event, allamounts theretofore credited to the Employee under the Management IncentiveUnit Plan of Ingersoll-Rand Company, as amended (the "MIU Plan"), shall becomefully vested and all such amounts thereafter credited shall become fully vestedimmediately upon such crediting.

                        5.     PAYMENTSAND BENEFITS UPON TERMINATION.            ..

                        The Employee shall be entitled to the following paymentsand benefits upon Termination:

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              (a)    Salary and Bonus. The Company shall pay to the Employee, in a cash lump sum on theTermination Date, an amount equal to the sum of (i) the basic annual salary andany annual bonus in respect of a completed fiscal year, which have not yet beenpaid to the Employee through the Termination Date; (ii) an amount equal to thelast annual bonus received by, or awarded to, the Employee with respect to thefull Fiscal Year immediately preceding the Termination Date multiplied by afraction the numerator of which shall be the number of full months the Employeewas employed by the Company during the Fiscal Year containing the Employee'sTermination Date and the denominator of which shall be 12; and (iii) an amountequal to the Employee's basic annual salary multiplied by a fraction, thenumerator of which shall be the number of unused vacation days to which theEmployee is entitled as of the Termination Date and the denominator of whichshall be 365, and any other amounts normally paid to an employee by the IR Group (or any member thereof) upontermination of employment.  For thesepurposes, any partial month during which the Employee is employed shall bedeemed a full month.

                        (b)    Severance.  TheCompany shall pay to the Employee, in a cash lump sum not more than 30 daysfollowing the Termination Date, an amount equal to three times the sum of (i)the highest basic annual salary in effect at any time during the periodbeginning five full Fiscal Years immediately preceding the Change of ControlEvent and ending on the Termination Date; and (ii) the Employee's target bonusfor the year of termination or, if higher, the highest annual bonus receivedby, or accrued on behalf of, the Employee during the period beginning five fullFiscal Years immediately preceding the Change of Control Event and ending onthe Termination Date (whether the bonus is paid to, is accrued on behalf of, isa Deferral Amount (as such term is defined in the IR Executive DeferredCompensation Plan) or is foregone by the Employee pursuant to theIngersoll-Rand Company Estate Enhancement Program).

                         (c)    Employee Benefit Plans.  For the three-year period following the Termination Date (or, ifsooner, until the Employee is covered under a comparable plan offered by asubsequent employer), the IR Group (or any member thereof) shall continue tocover the Employee under those employee welfare plans (including, but notlimited to, life, medical, prescription drugs, dental, accidental death andtravel accident and disability coverage, but not including any severance payplan, other than that provided pursuant to this Agreement or any pension plan)applicable to the Employee on the Termination Date at the same benefit levelsthen in effect (or shall provide their equivalent); provided, however,that if the Employee becomes employed by a new employer and participates in awelfare plan of such employer that is at least as favorable as the comparableplan of the IR Group (or any member thereof), the Employee's coverage hereunderunder the applicable welfare plan of the IR Group (or any member thereof) (orthe equivalent) shall continue as secondary coverage to that provided by thenew employer until the third anniversary of the Termination Date (but shallbecome primary coverage on or prior to the third anniversary of the TerminationDate if, for any reason, the Employee ceases to participate in the newemployer's plan or if such new employer's plan becomes less favorable than thecomparable plan of the IR Group (or any member thereof)).

                         (d)    Deferred Compensation, Savings and Leveraged Employee StockOwnership Plans.  As soon aspracticable following the determination thereof (but in any event no later than30 days following the Termination Date), the Company shall pay the Employee an amount (in one lump sum cashpayment and in lieu of the benefit otherwise provided under the applicable plan)equal to the value of the sum of:  (i)with respect to the IR Executive Deferred Compensation Plan (the "ExecutiveDeferred Plan"), the number of IR Stock units credited to the Employee'sAccount Balance for all Plan Years (as such terms are defined in the ExecutiveDeferred Plan) at the Termination Date multiplied by the Company Stock Value(as defined in paragraph 5(g) below) plus the value of all other amountscredited to the Employee's Account Balance for all Plan Years under theExecutive Deferred Plan at the Termination Date as such value is determinedunder the terms of the Executive Deferred Plan; (ii) the number of Common StockEquivalents credited to the Employee's Employee Account under theIngersoll-Rand Company Supplemental Employee Savings Plan at the TerminationDate multiplied by the Company Stock Value; (iii) the amount credited tothe Employee's Supplemental RAP Account under the Ingersoll-Rand CompanySupplemental Employee Savings Plan at the Termination Date; (iv) all contributionsto, or amounts credited to, the Ingersoll-Rand Company Employee Savings Plan,IR/Clark Leveraged Employee Stock Ownership Plan, and Ingersoll-Rand CompanySupplemental Employee Savings Plan, (and earnings and appreciation attributablethereto) that theretofore were made by the IR Group (or any member thereof) onbehalf of the Employee and are forfeited as a result of the Employee'sTermination; and (v) six percent (or such higher maximum Company MatchingContribution percentage provided under the Ingersoll-Rand Company EmployeeSavings Plan as of the Termination Date, calculated as though no ContributionPercentage Limitation or other limits under the Ingersoll-Rand Company EmployeeSavings Plan were applicable (as those terms are defined in the Ingersoll-RandCompany Employee Savings Plan)) of the aggregate amount payable pursuant toparagraphs 5(a) and 5(b).

                        (e)      Pension Benefits.

                                 (i)          No later than 30 days following the Termination Date, the Company shall pay the Employee anamount (in one lump sum cash payment and in lieu of the benefit otherwiseprovided under the applicable plan, program or agreement) equal to the presentvalue of the sum of the pension benefits the Employee is entitled to receiveunder (A) the Ingersoll-Rand Company Supplemental Pension Plan (the "Section415 Excess Plan"), (B) the Ingersoll-Rand Company Elected Officers SupplementalProgram (the "Elected Officers Supplemental Program" or the "Program"), and, ifapplicable, (C) the Ingersoll-Rand Company Executive Supplementary RetirementAgreement (the "Ten-Year Annuity"), all as in effect immediately prior to theChange of Control Event (collectively, the "Pension Benefit").

                                (ii)           This paragraph 5(e)(ii) shall apply only in the event that theportion of the Pension Benefit under the Elected Officers Supplemental Program,after application of paragraph 5(e)(iii), is less than zero ($0.00). ** **Incalculating the portion of the Pension Benefit under Section 1.1 of the Section415 Excess Plan the Company shall credit the Employee with five additionalyears of credited service (within the meaning of the Company's qualifieddefined benefit plan in which the Employee actively participates immediatelyprior to the Change of Control Event (the "Qualified Pension Plan"),and including compensation, vestingand age credit) and five additional years of age for purposes of the Section415 Excess Plan but not the Qualified Pension Plan.

                             (iii)          In calculating the portion of the Pension Benefit under theElected Officers Supplemental Program, the Company shall:  (A)credit the Employee with an additional five Years of Service (as defined in theProgram) and an additional five years of age for purposes of computing theamount of the Pension Benefit; and (B) define "Final Average Pay" in Section1.10 of the Program as 1/3 of the severance amount determined pursuant toparagraph 5(b) of this Agreement.  If,after crediting five years of age, the Employee is less than 55 years old, theportion of his or her Pension Benefit under the Program shall be reduced forcommencement prior to age 55 in accordance with the applicable provisions ofthe Program.

                            (iv)             In calculating the portion of the Pension Benefit under theTen-Year Annuity:  (A) the phrase"subject to paragraph 5 hereof" shall be deleted, and the phrase "normalretirement age" or "age 65", as applicable depending on the Employee'sarrangement, shall be replaced with "age 62", in each case, in paragraph 1; (B)the Company shall credit theEmployee with five additional years of age but to an age no greater than 62;and (C) the competition restriction under the Ten-Year Annuity shall bedeleted, and shall be null and void as of the Termination Date.

                            (v)               The present value of the Pension Benefit under the ElectedOfficers Supplemental Program, the Ten-Year Annuity and, only in the event thatparagraph 5(e)(ii) applies, the Section 415 Excess Plan, shall be calculatedusing (A) an interest rate equal to the product of (I) the 10-year TreasuryNote rate as used in the Elected Officers Supplemental Program's definition ofActuarial Equivalent times (II) one minus the federal income tax rate atthe highest bracket of income for individuals in effect for the year containingthe date of payment, (B) the mortality rate used to determine lump sum valuesin the Elected Officers Supplemental Program, and (C) actual age withoutthe five year addition to age, except that the Ten-Year Annuity present valueshall be calculated using no mortality assumption and actual age plus theadditional five years but to an age no greater than 62.

                (f)       Retiree Welfare Benefits.  For purposes of determining the Employee's eligibility forpost-retirement benefits under any welfare plan maintained by the IR Group (orany member thereof) prior to the occurrence of a Change of Control Event, theEmployee shall be credited with any combination of additional years of serviceand age not exceeding 10 years, to the extent necessary to qualify forbenefits.  If, after taking into accountsuch additional age and service, the Employee is eligible for any suchpost-retirement welfare benefits (or would have been eligible under the termsof such plans as in effect prior to the occurrence of the Change of ControlEvent), the Employee shall receive, commencing on the third anniversary of theTermination Date, post-retirement welfare benefits no less favorable than thebenefits the Employee would have received under the terms and conditions of theapplicable plans in effect immediately prior to the occurrence of the Change ofControl Event.

                (g)       Employee Stock Awards, Options, SARs, Performance ShareAwards and MIUs.  No later than 30days following the Termination Date, the Company shall pay the Employee anamount (in one lump sum cash payment and in lieu of the benefit otherwiseprovided under the applicable plan) equal to the aggregate Company Stock Value(defined below) (except in the case of the Ingersoll-Rand Company LimitedPerformance Share Program (the "PSP") in which case the amount shall be equalto three times the aggregate Company Stock Value) of all shares underlying 100%of the Employee's then outstanding and unpaid stock and stock based awards(excluding stock options) (minus any applicable exercise price, in the case ofstock appreciation rights) under the Ingersoll-Rand Company Limited IncentiveStock Plans, the PSP, the MIU Plan and any similar plans of the IR Group (orany member thereof) or any other related company, which shall all be deemedvested and performance objectives shall be deemed fully earned (for the PSP,fully earned performance objectives means that 100% of the target award amountunder the PSP shall have been earned), whether or not otherwise vested andfully earned in accordance with the terms of the employee benefit plans andagreements pursuant to which such stock and stock based awards were granted(upon such payment in full, such stock and stock based awards shall becancelled and be of no further force or effect).  In addition, all options to purchase Class A common shares of IRLimited (or the stock of any company for which IR Limited's shares have beensubstituted or exchanged or in respect of which options have been granted tothe Employee) ("Company Stock") and all stock appreciation rights held by theEmployee immediately prior to Termination shall become exercisable as of theTermination Date, whether or not otherwise exercisable in accordance with theterms of the employee benefit plans and agreements pursuant to which suchoptions and stock appreciation rights were granted.  During the 60 day period following the Termination Date, theEmployee shall have the right to elect to exercise any or all stock optionsthen held by the Employee as if such option were a stock appreciation rightand, therefore, receive a cash payment equal to (x) the number of shares ofCompany Stock subject to each such option (or portion thereof), multiplied by(y) the excess of the Company Stock Value over the exercise price of suchoption (upon such payment in full, any stock option so exercised as a stockappreciation right shall be cancelled and be of no further force or effect).  For purposes of this Agreement, CompanyStock Value shall be deemed to be the highest of:  (i) the closing sale price of the Company Stock on the New YorkStock Exchange on the Change of Control Event; (ii) the closing sale price ofthe Company Stock on the New York Stock Exchange on the Termination Date; and(iii) the highest closing sale price of the Company Stock on the New York StockExchange during the 30 trading days immediately preceding the acquisition ofmore than 50% of the outstanding Company Stock by any person or group(including Affiliates of such person or group).  If, as of any valuation date, the Company Stock is not traded onthe New York Stock Exchange, the Company Stock Value shall be the closing saleprice of the Company Stock on the principal national securities exchange onwhich the Company Stock is traded or, if the Company Stock is not traded on anynational securities exchange, the closing bid price of the Company Stock in theover-the-counter market.

                (h)       Estate Enhancement Program.  If the Employee participates in the Ingersoll-Rand Company EstateEnhancement Program, the terms thereof shall apply.

                (i)       Outplacement Expenses. For the three year period following the Termination Date, the Company shall reimburse theEmployee for all reasonable expenses (up to 15% of the Employee's basic annualsalary, but no more than $75,000, per 12 month period) incurred by the Employeefor professional outplacement services by qualified consultants selected by theEmployee.

                      6.   PARACHUTEEXCISE TAX GROSS-UP.          

                     (a)   If, as a result of any payment or benefit provided under thisAgreement, either alone or together with other payments and benefits which theEmployee receives or is then entitled to receive from the IR Group (or anymember thereof), the Employee becomes subject to the excise tax imposed underSection 4999 of the Internal Revenue Code of 1986, as amended (the "Code"),(together with any income, employment or other taxes, interest and penaltiesthereon, an "Excise Tax"), the Company shall pay the Employee an amount sufficientto place the Employee in the same after-tax financial position that he or shewould have been in if he or she had not incurred any Excise Tax (together withany taxes, interest and penalties hereon, the "Gross-Up Payment").  For purposes of determining whether theEmployee is subject to an Excise Tax, (i) any payments or benefits received bythe Employee (whether pursuant to the terms hereof or pursuant to any plan,arrangement or other agreement with the IR Group (or any member of the IRGroup) shall be deemed to be contingent on a change described in Section280G(b)(2)(A)(i) of the Code and shall be taken into account and (ii) theEmployee shall be deemed to pay taxes at the highest marginal applicable ratesof such taxation for the calendar year in which the Gross-Up Payment is to bemade, net of the maximum deduction in federal income taxes which could beobtained from deduction of such state and local taxes.

                    (b)   The determination of whether the Employee is subject to ExciseTax and the amounts of such Excise Tax and Gross-Up Payment, as well as othercalculations hereunder, shall be made at the expense of the Company by theindependent auditors of the Company immediately prior to the Change of ControlEvent, which shall provide the Employee with prompt written notice (the"Company Notice") setting forth their determinations and calculations.  Within 30 days following the receipt by theEmployee of the Company Notice, the Employee may notify the Company in writing(the "Employee Notice") if the Employee disagrees with such determinations orcalculations, setting forth the reasons for any such disagreement.  If the Company and the Employee do notresolve such disagreement within 10 business days following receipt by theCompany of the Employee Notice, the Company and the Employee shall agree upon anationally recognized accounting or compensation firm (the "Resolving Firm") tomake a determination with respect to such disagreement.  If the Employee and the Company are unableto agree upon the Resolving Firm within 20 business days following the EmployeeNotice, the New York office of Towers, Perrin shall be the Resolving Firm.  Within 30 business days following theEmployee Notice, if the disagreement is not resolved by such time, each of theEmployee and the Company shall submit its position to the Resolving Firm, whichshall make a determination as to all such disagreements within 30 daysfollowing the last of such submissions, which determination shall be bindingupon the Employee and the Company.  TheCompany shall pay all reasonable expenses incurred by either party inconnection with the determinations, calculations, disagreements or resolutionspursuant to this paragraph, including, but not limited to, reasonable legal,consulting or other similar fees and expenses.            (c)        The Employee shall notify the Company in writing of any claimby the Internal Revenue Service that, if successful, would require the paymentby the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no laterthan 10 business days after the Employee is informed in writing of such claimand shall apprise the Company of the nature of such claim and the date on whichsuch claim is requested to be paid.  TheEmployee shall not pay such claim prior to the expiration of the 30 day periodfollowing the date on which the Employee gives such notice to the Company (orsuch shorter period ending on the date that any payment of taxes with respectto such claim is due).  If the Companynotifies the Employee in writing prior to the expiration of such period that itdesires to contest such claim, the Employee shall:

                            (i)   give the Company any information reasonably requested by theCompany relating to                         such claim;

                            (ii)   take such action in connection with contesting such claim asthe Company                        shall  reasonably request in writing from time to time, including,without limitation, accepting                        legal representation with respect to such claimby an attorney reasonably selected by the                       Company and reasonably satisfactoryto the Employee;

                           (iii)   cooperate with the Company in good faith in order toeffectively contest such claim; and

                           (iv)   permit the Company to participate in any proceedings relatingto such claim;

provided, however,that the Company shall bear and pay directly all costs and expenses (including,but not limited to, additional interest and penalties and related legal,consulting or other similar fees) incurred in connection with such contest andshall indemnify and hold the Employee harmless, on an after-tax basis, for anyExcise Tax or other tax (including interest and penalties with respect thereto)imposed as a result of such representation and payment of costs and expenses.            (d)        The Company shall control all proceedings taken in connectionwith such contest and, at its sole option, may pursue or forego any and alladministrative appeals, proceedings, hearings and conferences with the taxingauthority in respect of such claim and may, at its sole option, either directthe Employee to pay the tax claimed and sue for a refund or contest the claimin any permissible manner, and the Employee agrees to prosecute such contest toa determination before any administrative tribunal, in a court of initialjurisdiction and in one or more appellate courts, as the Company shalldetermine; provided, however, that if the Company directs theEmployee to pay such claim and sue for a refund, the Company shall advance theamount of such payment to the Employee on an interest-free basis, and shallindemnify and hold the Employee harmless, on an after-tax basis, from any ExciseTax or other tax (including interest or penalties with respect thereto) imposedwith respect to such advance or with respect to any imputed income with respectto such advance; and provided, further, that if the Employee isrequired to extend the statute of limitations to enable the Company to contestsuch claim, the Employee may limit this extension solely to such contestedamount.  The Company's control of thecontest shall be limited to issues with respect to which a Gross-Up Paymentwould be payable hereunder and the Employee shall be entitled to settle orcontest, as the case may be, any other issue raised by the Internal RevenueService or any other taxing authority. In addition, no position may be taken nor any final resolution be agreedto by the Company without the Employee's consent if such position or resolutioncould reasonably be expected to adversely affect the Employee (including anyother tax position of the Employee unrelated to the matters covered hereby).            (e)        As a result of the uncertainty in the application of Section4999 of the Code at the time of the initial determination by the Company or theResolving Firm hereunder, it is possible that Gross-Up Payments which will nothave been made by the Company should have been made ("Underpayment"),consistent with the calculations required to be made hereunder.  In the event that the Company exhausts itsremedies and the Employee thereafter is required to pay to the Internal RevenueService an additional amount in respect of any Excise Tax, the Company or theResolving Firm shall determine the amount of the Underpayment that has occurredand any such Underpayment shall promptly be paid by the Company to or for thebenefit of the Employee.

            (f)        If, after the receipt by Employee of an amount advanced by theCompany in connection with the contest of Excise Tax claim, the Employeebecomes entitled to receive any refund with respect to such claim, the Employeeshall promptly pay to the Company the amount of such refund actually received(together with any interest paid or credited thereon after taxes applicablethereto).  If, after the receipt by theEmployee of an amount advanced by the Company in connection with an Excise Taxclaim, a determination is made that Employee shall not be entitled to anyrefund with respect to such claim and the Company does not notify the Employeein writing of its intent to contest the denial of such refund prior to theexpiration of 30 days after such determination, such advance shall be forgivenand shall not be required to be repaid and the amount of such advance shall beoffset, to the extent thereof, by the amount of the Gross-Up Payment.

           7.        EFFECTON OTHER ARRANGEMENTS.

            No provision of this Agreement shall affect or limit anyinterests or rights vested in the Employee under any other agreement orarrangement with the IR Group (or any member thereof) and the Employee or underany pension, profit-sharing, medical or other insurance or other benefit plansof the IR Group (or any member thereof) which may be in effect and in which theEmployee may be participating at any time.

           8.        CONFIDENTIALITY.

The Employee agrees to hold in confidence any and allconfidential information known to him concerning the IR Group (or any memberthereof) and its businesses so long as such information is not otherwisepublicly disclosed; provided that the Employee shall be entitled to divulgeconfidences and confidential information (i) as required by applicable law orlegal process (e.g., subpoena or investigation by governmental authority) or(ii) to defend the Employee in any action, suit or investigation or to enforcethe Employee's rights hereunder or otherwise.

           9.        MISCELLANEOUS.

          (a)        Legal Expenses; Severability.  The Companyshall pay all costs and expenses, including attorneys' fees, of the Company and, at least quarterly, theEmployee, in connection with any legal proceedings, whether or not institutedby the IR Group (or any member thereof), relating to the interpretation orenforcement of this Agreement.  In theevent that the provisions of this paragraph shall be determined to be invalidor unenforceable in any respect, such declaration shall not affect theremaining provisions of this Agreement, which shall continue in full force andeffect.

          (b)       Mitigation.  Allpayments or benefits required by the terms of this Agreement shall be made orprovided without offset, deduction, or mitigation on account of income theEmployee may receive from other employment or otherwise and the Employee shallnot have any obligation or duty to seek any other employment or otherwise earnany amounts to reduce or mitigate any payments required hereunder.

         (c)        Death of the Employee. In the event of the Employee's death subsequent to Termination, allpayments called for hereunder shall be paid to the Employee's designatedbeneficiary or beneficiaries, or to his or her estate if he or she has notdesignated a beneficiary or beneficiaries.

        (d)        Notices.  Anynotice or other communication provided for in this Agreement or contemplatedhereby shall be sufficiently given if given in writing and delivered by hand,by overnight courier (with receipt) or by certified mail, return receiptrequested, and addressed, in the case of the Company, to the Companyat:

                   200Chestnut Ridge Road                  Woodcliff Lake, New Jersey  07677                  Attention:  President

                   or suchother address if the executive offices of the                    Company have moved;

witha copy to IR Limited at:

                   c/oIngersoll-Rand Company                  200 Chestnut Ridge Road                  Woodcliff Lake, New Jersey  07677                  Attention:  Chairman of the Board ofDirectors

                   or suchother address if the executive offices of the                    Company have moved;

and,in the case of the Employee, to the Employee at:

Either party may designate a different address by givingnotice of change of address in the manner provided above.

                (e)       Waiver.  Nowaiver or modification in whole or in part of this Agreement, or any term orcondition hereof, shall be effective against any party unless in writing andduly signed by the party sought to be bound. Any waiver of any breach of any provision hereof or any right or powerby any party on one occasion shall not be construed as a waiver of, or a barto, the exercise of such right or power on any other occasion or as a waiver ofany subsequent breach.

               (f)        Binding Effect; Successors.  This Agreement shall be binding upon and shall inure to thebenefit of the Company, IR Limited and the Employee and their respective heirs,legal representatives, successors and assigns. If the Company and/or IR Limited shall be merged into or consolidatedwith another entity, the provisions of this Agreement shall be binding upon andinure to the benefit of the entity surviving such merger or resulting from suchconsolidation.  The Company and/or IR Limited, asapplicable, will require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all ofthe business or assets of the Companyand/or IR Limited, as applicable, by agreement in form and substancesatisfactory to the Employee, to expressly assume and agree to perform thisAgreement in the same manner and to the same extent that the Company and/or IR Limited would berequired to perform it if no such succession had taken place.  The provisions of this paragraph shallcontinue to apply to each subsequent employer of the Employee hereunder in theevent of any subsequent merger, consolidation or transfer of assets of suchsubsequent employer.

             (g)          Calculations. Subject to Section 6, calculation of all benefits and amounts payablehereunder shall be made, at the expense of the Company, by the Wellesley Hills, Massachusetts office of WatsonWyatt & Company (or the Company'sthen actuary immediately prior to the Change of Control Event).

             (h)          Plan Limitations. In the event the Companyis unable to provide any benefit required to be provided under this Agreementthrough a plan sponsored by the IR Group (or any member thereof), the Company shall, at its own cost andexpense, take appropriate actions to insure that alternative arrangements aremade so that equivalent benefits can be provided to the Employee, including tothe extent appropriate purchasing for the benefit of the Employee (and ifapplicable the Employee's dependents) individual policies of insuranceproviding benefits, which on an after-tax basis, are equivalent to the benefitsrequired to be provided hereunder.

            (i)           Payment Obligations. In the event the Company is unable to, or for any reason does not, payor provide to the Employee all or any portion of the payments and benefitsrequired to be paid and provided under this Agreement (whether such paymentsand benefits are attributable to compensation (including but not limited tobasic annual salary and bonus), benefits under any plan, program orarrangement, a Gross-Up Payment, or legal, business or outplacement expenses,or any other payment or benefit), IR Limited shall guarantee, to the sameextent that the Company is or would be liable for such payments and benefits,that it will pay such amounts or provide such benefits to the Employee inaccordance with the terms of this Agreement. Any such payments shall be made and any such benefits shall be providedwithin 10 days following the date such payments or benefits should have beenpaid or provided by the Company.

           (j)          Controlling Law; Jurisdiction.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of New Jersey applicable tocontracts made and to be performed therein, without regard to conflicts of lawsprinciples.  Any suit, action orproceeding related to this Agreement, or any judgment entered by any courtrelated to this Agreement, may be brought only in any court of competentjurisdiction in the State of New Jersey, and the parties hereby submit to theexclusive jurisdiction of such courts. The parties (and any Affiliates of the Company or beneficiary of the Employee, or any successor to the Company or the Company's Affiliate) irrevocablywaive any objections which they may now or hereafter have to the laying ofvenue of any suit, action or proceeding brought in any court of competentjurisdiction in the State of New Jersey, and hereby irrevocably waive any claimthat any such action, suit or proceeding has been brought in an inconvenientforum.

        10.           EFFECT ON PRIOR AGREEMENTS:

                        Subject to paragraph 7, this Agreement contains the entireunderstanding between the parties hereto and supersedes in all respects anyprior employment or severance agreement or understanding between any member ofthe IR Group and the Employee.

                        INWITNESS WHEREOF, the Company, IRLimited and the Employee have executed this Agreement as of the day andyear first above written. 

**                                                                            INGERSOLL-RANDCOMPANY**

___________________________                     /s/Patricia Nachtigal____EMPLOYEE                                                      By:       PatriciaNachtigal                                                                         Title:     Senior Vice Presidentand                                                                                      GeneralCounsel

**INGERSOLL-RANDCOMPANY LIMITED**

/s/ Patricia Nachtigal            By:       PatriciaNachtigalTitle:     Senior Vice President andGeneralCounsel

ScheduleA

CERTAIN DEFINITIONS

                    As used in this Agreement, and unless the context requiresa different meaning, the following terms have the meanings indicated:

                    "Affiliate", used to indicate a relationship with aspecified person, means a person that directly, or indirectly through one ormore intermediaries, controls, or is controlled by, or is under common controlwith, such a specified person.

                    "Associate", used to indicate a relationship with aspecified person, means (i) any corporation, partnership, or other organizationof which such specified person is an officer or partner; (ii) any trust orother estate in which such specified person has a substantial beneficialinterest or as to which such specified person serves as trustee or in a similarfiduciary capacity; (iii) any relative or spouse of such specified person, orany relative of such spouse who has the same home as such specified person, orwho is a director or officer of any member of the IR Group; and (iv) any personwho is a director, officer, or partner of such specified person or of anycorporation (other than any member of the IR Group), partnership or otherentity which is an Affiliate of such specified person.

                    "Beneficial Owner" means the same as such term isdefined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended (orany successor provision at the time in effect); provided, however,that any individual, corporation, partnership, group, association, or otherperson or entity which has the right to acquire any of IR Limited's VotingSecurities at any time in the future, whether such right is contingent orabsolute, pursuant to any agreement, arrangement, or understanding or uponexercise of conversion rights, warrants or options, or otherwise, shall bedeemed the Beneficial Owner of such securities.

                    "Board" means the Board of Directors of IR Limited(or, if IR Limited is then a subsidiary of any other company, of the ultimateparent company).

                    "Cause" means (i) any action by the Employeeinvolving willful malfeasance or willful gross misconduct having a demonstrableadverse effect on any member of the IR Group; (ii) substantial and continuing refusal by the Employee inwillful breach of this Agreement to perform his or her employment dutieshereunder; or (iii) the Employee being convicted of a felony under the laws ofthe United States or any state.                    Termination of the Employee for Cause shall becommunicated by a Notice of Termination given within one year after the Board (i)has knowledge of conduct or an event allegedly constituting Cause; and (ii) hasreason to believe that such conduct or event could be grounds for Cause.  For purposes of this Agreement a "Notice ofTermination" shall mean delivery to the Employee of a copy of a resolution dulyadopted by the affirmative vote of not less than three-quarters of the entiremembership of the Board at a meeting of the Board called and held for thepurpose (after reasonable notice to the Employee ("Preliminary Notice") and reasonableopportunity for the Employee, together with the Employee's counsel, to be heardbefore the Board prior to such vote) of finding, in the good faith opinion ofthe Board, that the Employee has engaged in the conduct constituting Cause andspecifying the particulars thereof in detail. Upon the receipt of the Preliminary Notice, the Employee shall have 30days in which to appear with counsel or take such other action as he or shedesires on his or her behalf, and such 30-day period is hereby agreed to by theparties as a reasonable opportunity for the Employee to be heard.  The Board shall no later than 45 days afterthe receipt of the Preliminary Notice by the Employee communicate its findingsto Employee.  A failure by the Board tomake its finding of Cause or to communicate its conclusion within such 45-dayperiod shall be deemed to be a finding that the Employee has not engaged in theconduct described herein.  Anytermination of the Employee's employment (other than by death or PermanentDisability) within 45 days after the date that the Preliminary Notice has beengiven to the Employee shall be deemed to be a termination for Cause; provided,however, that if during such period the Employee voluntarily terminatesother than for Good Reason or the Companyterminates the Employee other than for Cause, and the Employee is found (or isdeemed to be found) not to have engaged in the conduct described herein, suchtermination shall not be deemed to be for Cause.                   "Change of Control Event" means the date (i) anyindividual, corporation, partnership, group, association or other person orentity, together with its Affiliates and Associates (each a "Person") (otherthan a trustee or other fiduciary holding securities under an employee benefitplan of the Company or IR Limited), is or becomes the Beneficial Owner ofsecurities of IR Limited representing 20% or more of the combined voting powerof IR Limited's Voting Securities; (ii) the Continuing Directors fail toconstitute a majority of the members of the Board; (iii) of consummation of anytransaction or series of transactions under which IR Limited is merged orconsolidated with any other company; or (iv) of any sale, lease, exchange orother transfer, in one transaction or a series of related transactions, of all,or substantially all, of the assets of IR Limited, other than any sale, lease,exchange or other transfer to any Person or entity where IR Limited owns,directly or indirectly, at least 80% of the combined voting power of the VotingSecurities of such Person or entity or its parent corporation after any suchtransfer; provided, however, that in the case of a transactiondescribed in (i), (iii) or (iv), above, there shall not be a Change of ControlEvent if the shareholders of IR Limited immediately prior to any suchtransaction own (or continue to own by remaining outstanding or by beingconverted into Voting Securities of the surviving entity or parent entity) 70%or more of the combined voting power of the Voting Securities of IR Limited,the surviving entity or any parent of either immediately following suchtransaction, in substantially the same proportion to each other as prior tosuch transaction.                   "Continuing Director" means a director who eitherwas a member of the Board on the date hereof or who became a member of theBoard subsequent to such date and whose election, or nomination for election byIR Limited's shareholders, was Duly Approved by the Continuing Directors on theBoard at the time of such nomination or election, either by a specific vote orby approval of the proxy statement issued by IR Limited on behalf of the Boardin which such person is named as nominee for director, without due objection tosuch nomination, but excluding, for this purpose, any such individual whoseinitial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or otheractual or threatened solicitation of proxies or consents by or on behalf of aperson or entity other than the Board.

                            "Duly Approved by the Continuing Directors" meansan action approved by the vote of at least two-thirds of the ContinuingDirectors then on the Board.

                            "Fiscal Year" means the fiscal year of the Company.

                            "Good Reason" means (i) a material adverse changein the Employee's job responsibilities, title or status from those in effect onthe date hereof or as enhanced from time to time, which change continues for aperiod of at least 15 days after written notice from the Employee; (ii) areduction of the Employee's base salary or target bonus, the failure to payEmployee's salary or bonus when due, or the failure to maintain on behalf ofthe Employee (and his or her dependents) benefits which are at least asfavorable in the aggregate to those provided for in paragraph 4(b); (iii) therelocation of the principal place of the Employee's employment by more than 35miles from the Employee's principal place of employment immediately prior tothe Change of Control Event, or the imposition of travel requirements on the Employeenot substantially consistent with such travel requirements existing immediatelyprior to the Change of Control Event; (iv) the failure of the Company and/or IR Limited, asapplicable, to obtain the assumption of, and the agreement to perform, this Agreementby any successor as contemplated in paragraph 9(f); (v) any voluntaryresignation of employment by Employee following a Change of Control Event; or(vi) the failure of the Company and, tothe extent applicable, IR Limited to perform any of their other materialobligations under this Agreement and the continuation of such failure for aperiod of 15 days after written notice from the Employee.

                            "IR Group" means the Company and its Affiliates,including without limitation, IR Limited.                             "Permanent Disability", as applied to the Employee,means that (i) he or she has been totally incapacitated by bodily injury ordisease so as to be prevented thereby from performing his or her dutieshereunder; (ii) such total incapacity shall have continued for a period of sixconsecutive months; and (iii) such total incapacity will, in the opinion of aqualified physician, be permanent and continuous during the remainder of theEmployee's life.

                            "Termination" means (i) following the occurrence ofa Change of Control Event, (A) the termination of the Employee's employmentwithout Cause or (B) the resignation by an Employee for Good Reason, and (ii)prior to the occurrence of a Change of Control Event, but following theexecution of an agreement or the commencement of a tender offer, proxy contestor other action that, if consummated, would reasonably be expected to result ina Change of Control Event and, in each case, does result in a Change of ControlEvent, the termination of the Employee's employment, or a material adversechange in the Employee's job responsibilities, title or status, reduction ofthe Employee's base salary or target bonus, the relocation of the Employee'sprincipal place of employment by more than 35 miles or the imposition of travelrequirements on the Employee not substantially consistent with the Employee'sjob; provided, that such term shall not include any termination ofemployment for Cause, any resignation without Good Reason (except as providedin clause (ii), above), or any termination of employment on account of anEmployee's death or Permanent Disability.

                            "Termination Date" means the effective date of anEmployee's Termination; provided, that with respect to a Terminationthat occurs prior to a Change of Control Event, the effective date of suchTermination shall be deemed to be the date immediately following the Change ofControl Event.

                            "Voting Securities" means the outstandingsecurities entitled to vote generally in the election of directors.