IR EXECUTIVE DEFERRED COMPENSATION PLAN
WHEREAS, Ingersoll-Rand Company, a New Jersey corporation adopted the IR Executive Deferred
Compensation Plan (the "Plan") which was originally effective on January 1, 1997; and
WHEREAS, Ingersoll-Rand Company reserved the right at any time and from time to time to amend the Plan in
accordance with Section 9.1 of the Plan; and
WHEREAS, the Plan has been amended and restated most recently effective January 1, 2001; 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 of the Plan, "Statement of Purpose", is hereby amended as of the Effective Time as follows in its
"STATEMENT OF PURPOSE
The purpose of the IR Executive Deferred Compensation Plan (the "Plan") is to further increase the mutuality of
interest between Ingersoll-Rand Company (the "Company"), its employees, the employees of a Participating
Employer and members of Ingersoll-Rand Company Limited by providing a select group of management and
highly compensated employees of the Company or a Participating Employer the opportunity to elect to defer
receipt of cash compensation. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.
The Plan, originally known as the Ingersoll- Rand Company Executive Deferred Compensation and Stock Bonus
Plan, became effective on January 1, 1997 and was amended and restated effective January 1, 2001."
2. Section 2.3 of the Plan, "Base Salary", is hereby amended and restated as of the Effective Time as follows in
"2.3 `Base Salary' means a Participant's annual base salary, excluding bonuses, commissions, incentive
compensation and all other remuneration for services rendered to the Company or a Participating Employer and
prior to a reduction for a