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Directors Deferred Compensation and Stock Award Plan
ARTICLE I. Purpose
Ingersoll-Rand Company ("I-R") has established the Directors Deferred Compensation and Stock Award Plan
(the "Plan") to enable members of the Board of Directors (the "Board") who are not then I-R employees ("Non-
employee Directors") to defer receipt of compensation for their services as Non-employee Directors to later
years and to provide part of the compensation for their services as Non-employee Directors in shares of I-R
Common Stock ("Shares") which will be deferred.
ARTICLE II. Maintenance of Records
I-R shall maintain a Deferred Compensation Account for each Non- employee Director, which shall be credited
in accordance with the terms of this Plan and the elections of each Non-employee Director pursuant to this Plan.
ARTICLE III. Deferral of Stock Awards and Deferral of Fees
(A) Deferred Stock Award Amount
Each Non-employee Director shall receive an annual award on the date of the first Board of Directors meeting
after each annual meeting of shareholders in the form of a promise by I-R to deliver 400 Shares ("Share Units"),
or such other amount as may from time to time be established by resolution of the Board. Annual awards of
Share Units shall be credited to the Deferred Compensation Account of each Non-employee Director and
Shares in respect of such Share Units shall be delivered in accordance with the provisions of Article VII hereof.
The issuance and delivery of Shares in respect of such Share Units shall be deferred until the Non-employee
Director ceases to be a member of the Board.
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(B) Deferred Amounts Upon Termination of the Retirement Plan
The Shares in respect of Share Units credited to the Deferred Compensation Accounts of the Non-employee
Directors pursuant to the resolutions adopted by the Board on November 6, 1996, with respect to the elimination
of retirement payments to Non-employee Directors shall be delivered in acco