** Exhibit10.9**

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# FIRST AMENDMENTTO THEIR-LIMITED DIRECTOR DEFERRED COMPENSATIONAND STOCK AWARD PLAN II

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

**            WHEREAS,**the Company reserved the right to amend the Plan in accordance withSection 8.1 thereof, and

**            WHEREAS,**the Company desires to amend the Plan;

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

1.         Effective July 1, 2003,Section 2.6 is herebyamended to read as follows:

            "**2.6**            **"Deferral Account"** means, foreach Plan Year, (i) the sum of all of a Participant's Deferral Amounts (otherthan amounts             deferred pursuant to Section 5.10), plus (ii) amounts credited inaccordance with all the applicable crediting provisions of the Plan that              relateto the Participant's Deferral Account, less (iii) all distributions made to theParticipant or to the Participant's Beneficiary pursuant              to the Plan that relateto the Participant's Deferral Account."

2.          Effective July 1, 2003, Section 2.7 is hereby amended asfollows:

**             "2.7            "Deferral Amount"** means theamount of Fees actually deferred under the Plan by the Participant pursuant toSection 3.1               and the amount of Fees automatically deferred pursuant to Section5.10 for any one Plan Year."

3.          Effective July 1, 2003, Section 2.8 is hereby amended asfollows:

**            "2.8            "Deferred IR Stock Award Account"**means, for each Plan Year, the sum of all of a Participant's deferred stockaward             amounts pursuant to Section 5.4, deferred amounts upon termination of theretirement plan pursuant to Section 5.5 and deferred amounts             pursuant toSection 5.10."

4.         Effective January 1, 2004 Section 2.18 is hereby amendedas follows:

            "**2.18            "SupplementalContribution"** means an additional amount to be credited to aParticipant's Supplemental Contribution             Account equal to twenty percent (20%)of the Participant's Fees that are deferred under Section 3.1 of the Plan for aPlan Year by the             Participant and is, at thetime of making the deferral election, elected to be invested in theParticipant's IR Stock Account.

             Notwithstandingany other provision of the Plan to the contrary, to the extent a Participantelects to change his deemed investment from the             IR Stock Account to any one ormore investment options provided under the Plan with respect to all or anyportion of Fees for which the             Participant was credited with a SupplementalContribution before the related Supplemental Contribution is vested, suchSupplemental             Contribution and any related earnings shall be forfeited."

5.          Effective July 1, 2003, Section 5 ishereby amended to add a new Section 5.10 as follows:

**            "5.10   MandatoryFee Deferral**. Effective July 1, 2003, on each IR Stock quarterly dividendpayment date a portion of each  Non-              employee Director'sFees equal to $15,000, or such other amount as may from time to time beestablished by resolution of the Board,              shall be deferred and credited to theDeferred IR Stock Award Account of each Non-employee Director.

             A Participant's Deferred IR Stock Award Account shall be credited asfollows:

            (a)    On the daythe Fees are credited to a Participant's Deferred IR Stock Award Account, theCompany shall credit the Deferred IR                     Stock Award Account with an amount equalto the Fees that are deferred pursuant to this Section.

            (b)   All Fees that are deferred pursuant to thisSection shall be credited to a Participant's Deferred IR Stock Award Account inunits or                    fractional units.  The value ofeach unit shall be determined each business day and shall equal the closingprice of one share of IR                    Stock on the New York Stock Exchange-CompositeTape.  On each date that Fees under thisSection are credited to the                    Participant's Deferred IR Stock Award Account, thenumber of units to be credited shall be determined by dividing the amount of                   such Fees by the value of a unit on such date.

            Dividends paid on IR Stock shall be reflected in a Participant's DeferredIR Stock Award Account by the crediting of additional units or            fractionalunits.  Such additional units orfractional units shall equal the value of the dividends based upon the closingprice of one share of            IR Stock on the New York Stock Exchange-Composite Tape onthe date such dividends are paid."

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

**                                                                                                                        INGERSOLL-RAND COMPANY LIMITED**

                                                                                                                       By: /s/ Timothy McLevish_______________________                                                                                                                               Timothy McLevish                                                                                                                               SeniorVice President and Chief Financial Officer