Unassociated Document


    
      Exhibit
        4.1

      


      AMENDMENT
        TO THE 

      


      INGERSOLL-RAND
        COMPANY LIMITED 

      


      AMENDED
        AND RESTATED INCENTIVE STOCK PLAN OF 1998

      


      DECEMBER
        31, 2005

      


      


      WHEREAS,
        Ingersoll-Rand Company Limited, a Bermuda company (the “Company”), adopted the
        Ingersoll-Rand Company Limited Amended and Restated Incentive Stock Plan
        of 1998
        (the “Plan”); and

      


      WHEREAS,
        the
        Company reserved the right at any time and from time to time to amend the
        Plan
        in accordance with Section 14 of the Plan; and 

      


      WHEREAS,
        the
        Company, acting on authority of its Board of Directors, desires to amend
        the
        Plan.

      


      NOW,
        THEREFORE,
        the
        Plan shall be amended in the following respects effective as of December
        31,
        2005:

      


      
        	1.  	
                Section
                  6(d) of the Plan is hereby amended and restated to read as follows
                  in its
                  entirety:

              


      

      


      “[Intentionally
        deleted.]”

      


      
        	2.  	
                Section
                  6(e) of the Plan is hereby amended and restated to read as follows
                  in its
                  entirety:

              


      

      


      “The
        Option may be exercised, in whole or in part, and from time  to
        time,
        during the term of the Option, subject to the terms and conditions specified
        in the Option or by the Committee.”

      


      
        	3.  	
                The
                  last sentence of Section 6(f) of the Plan is hereby amended and
                  restated
                  to read as follows in its entirety:

              


      

      


      “In
        the
        event of the Retirement of the optionee, the Option shall be exercisable
        within
        such period as shall be set forth in the Option but not later than three
        years
        after the date of Retirement (or such longer period as the Committee may
        determine).”

      


      
        	4.  	
                Section
                  7(c)(ii) of the Plan is hereby amended and restated to read as
                  follows in
                  its entirety:

              


      

      


      “[Intentionally
        deleted.]”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	5.  	
                Section
                  13(c) of the Plan is hereby amended and restated to read as follows
                  in its
                  entirety:

              


      

      


      “[Intentionally
        deleted.]”

      


      
        	6.  	
                Except
                  as specifically set forth herein, all other terms of the Plan shall
                  remain
                  in full force and effect and are hereby ratified in all
                  respects.

              


      

      


      IN
        WITNESS WHEREOF,
        the
        Company has had its duly authorized representative sign this Amendment on
        December 7, 2005.

       

      
        
          	 	 	 
	 	INGERSOLL-RAND
                  COMPANY LIMITED
	 
 	 
 	 
 
	 	By:  	/s/ Patricia
                  Nachtigal                                            
                  
	 	Patricia
                  Nachtigal
	 	
                  Senior
                    Vice President and General
                    Counsel