AMENDED AND RESTATED AGREEMENT
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 A hereto shall have the meanings assigned to them in said
The Company and the Employee are already parties to an agreement that is currently in effect,
which they desire to hereby amend and restate.
The Company, IR Limited and the Employee agree as follows:
1. OPERATION OF AGREEMENT.
This Agreement shall be effective immediately upon its execution and shall continue thereafter
from year to year prior to a Change of Control Event unless terminated as of any anniversary of the date hereof
by either party upon written notice to the other party given at least 60 days, but not more than 90 days, prior to
such anniversary date. Notwithstanding the foregoing, this Agreement may not be terminated after the
occurrence of a Change of Control Event.
2. AGREEMENT TERM.
The term of this Agreement shall begin on the date hereof and, unless terminated pursuant to paragraph 1 prior to
a Change of Control Event, shall end on the fifth anniversary of the occurrence of a Change of Control 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 the occurrence of a Change of
Control Event, in all material respects, in the same capacity (including position, status, offices, titles and