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EXECUTIVE DEFERRED COMPENSATION AND STOCK BONUS PLAN
1. Statement of Purpose The purpose of the Ingersoll-Rand Company Executive Deferred Compensation and
Stock Bonus Plan (the "Plan") is to further increase the mutuality of interest between Ingersoll-Rand (the
"Company"), the employees and stockholders by providing certain of the Company's highly compensated
employees the opportunity to elect to defer receipt of cash compensation, and to have the deferred amounts
treated as if invested in Company stock.
2.1 Beneficiary - "Beneficiary" means the person or persons designated as such in accordance with Section 8.
2.2 Change in Control - "Change in Control" shall have the same meaning as a "change in control of the
Company" (as set forth in the Company's Incentive Stock Plan of 1995), unless a different definition is used for
purposes of any severance of employment agreement or change of control arrangement between the Company
and a Participant, in which event such definition shall apply.
2.3 Class Year - "Class Year" means such calendar year for which Compensation may be deferred pursuant to
2.4 Committee - "Committee" means the Compensation and Nominating Committee of the Board of Directors of
the Company, which will administer the Plan pursuant to the provisions of Section 3 of the Plan.
2.5 Compensation - "Compensation" means the Participant's annual cash bonus award.
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2.6 Declining Balance Installments - "Declining Balance Installments" means a series of annual payments such that
each payment is determined by taking the number of units in the Participant's Deferred Compensation Account as
of the Distribution Date and dividing by the number of years of distributions remaining.
2.7 Deferral Amount - "Deferral Amount" means the amount of Elective Deferred Compensation actually
deferred by the Participant.
2.8 Deferred Compensation Account - "Deferred Compensation Account" means the ac