ELECTED OFFICERS SUPPLEMENTAL PROGRAM
WHEREAS, Ingersoll-Rand Company, a New Jersey corporation adopted the Ingersoll-Rand Company Elected
Officers Supplemental Program, as amended and restated effective March 3, 1999 (the "Plan"); and
WHEREAS, Ingersoll-Rand Company reserved the right at any time and from time to time to amend the Plan in
accordance with Section 8.1 of the Plan; and
WHEREAS, Ingersoll-Rand Company, acting on authority of its Board of Directors and shareholders, desires to
amend the Plan.
NOW, THEREFORE, the Plan shall be amended in the following respects effective as of the date hereof or such
other dates as noted below:
1. Section 1.3 of the Plan, "Change in Control" is hereby amended by adding the following to the end thereof:
"Notwithstanding any other provision in this Plan to the contrary, none of the transactions contemplated by the
Merger Agreement that are undertaken by (i) Ingersoll- Rand Company 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 term `Change in
Control' shall refer solely to a `Change in Control' of Ingersoll-Rand Company Limited."
2. Article 1 of the Plan is amended to include the following new definitions in proper alphabetical progression:
"1.6A `Effective Time' means the Effective Time as such term is defined in the Merger Agreement."
"1.10A `Merger Agreement' means that certain Agreement and Plan of Merger among the Company, Ingersoll-
Rand Company Limited, and IR Merger Corporation dated as of October 31, 2001, pursuant to which the
Company will become an indirect wholly-owned subsidiary of Ingersoll-Rand Company Limited."
3. Except as specifically set forth herein, all other terms of the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, Ingersoll-Rand Company h