Exhibit 10.27
SECOND AMENDMENT
TO THE
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 desires to amend the Plan to make certain changes regarding investment and payments in IR Stock and to permit certain deferrals of distributions from other non-qualified plans;
NOW, THEREFORE, the Plan is hereby amended as set forth below:
1. Effective January 1, 2004, Section 2.1 is hereby amended to read as follows:
"2.1 "Account Balance" means, for each Plan Year, a credit on the records of the Company
equal to the sum of the value of a Participant's Deferral Account, Supplemental Contribution Account,
Discretionary Company Contribution Account and IR Stock Account for such Plan Year. The Account
Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement
and determination of the amounts to be paid in cash to a Participant, or to the Participant's designated
Beneficiary, pursuant to the Plan."
2. Effective May 29, 2003, Section 2.11 is hereby amended to read as follows:
"2.11 "Deferral Amount" means the amount of a Participant's Cash Incentive Compensation
Award, Base Salary and Dividends on Stock Grants actually deferred under the Plan by the Participant
pursuant to Section 4 for any one Plan Year. Effective May 29, 2003, Deferral Amount shall also mean,
with respect to a Participant who participates in the Ingersoll-Rand Company Elected Officers
Supplemental Program or the Ingersoll-Rand Company Supplemental Key Management Plan, the amount
that would be payable to the Participant under the Ingersoll-Rand Company Supplemental Employee
Savings Plan and/or the Ingersoll-Rand Company Supplemental Pension Plan but for the Participant's
deferral under Section 4 of the Plan and the applicable provisions of the Ingersoll-Rand Company
Supplemental Employee Savings Plan and/or the Ingersoll-Rand Company SupplementalPension Plan."
3. Effective January 1, 2004, Section 2.21 is hereby amended to read as follows:
"2.21 "Investment Option Subaccounts" means the separate subaccounts, each of which
corresponds to an investment option elected by the Participant or, as provided in Section 6.3 regarding
Discretionary Company Contributions, the Administrative Committee, with respect to a Participant's
Deferral Accounts, Supplemental Contribution Accounts, and/or Discretionary Company Contribution
Accounts, as applicable."
4. Effective January 1, 2004, Section 2.29 is hereby amended to read as follows:
"2.29 "Supplemental Contribution" means an additional amount to be credited to a
Participant's Supplemental Contribution Account equal to twenty percent (20%) of the Participant's
Cash Incentive Compensation Award and Base Salary that is deferred under Section 6.1 of the Plan for
a Plan Year by the Participant and is, at the time of making the deferral election, deemed to be invested
in the Participant's IR Stock Account. Supplemental Contributions shall be available and credited only
to Participants whose job category indicates specified ownership guidelines as determined by the
Compensation Committee in its sole and absolute discretion."
5. Effective January 1, 2004, Section 4.2 is hereby amended to add the following paragraph to the end
thereof:
"Subject to Section 6.2, in making the designations pursuant to this Section, the Participant may specify
that all or any vested portion of the Participant's Supplemental Contribution Account be deemed to be
invested, in whole percentage increments, in one or more of the types of investment options provided
under the Plan as communicated from time to time by the Administrative Committee. A Participant may
change the designation made under this Section with respect to amounts credited to the vested portion of
the Participant's Supplemental Contribution Account by filing an Election Form no later than the time
specified by the Administrative Committee, in its sole and absolute discretion, to be effective as of the
first business day of the following month."
6. Effective May 29, 2003, Section 5.3 is hereby amended to read as follows:
"5.3 Discretionary Contributions. A Participant shall vest in his or her Discretionary
Company Contribution Account on the earliest of: (i) the date determined by the Administrative
Committee; (ii) the date of the Participant's Disability; (iii) the date of the Participant's death; (iv) a
Change in Control or (v) a termination of the Plan pursuant to Section 9.2. Effective May 29, 2003,
notwithstanding the above, to the extent an agreement between the Company and the Participant
contains provisions governing vesting with regards to a Discretionary Company Contribution made on
behalf of the Participant, the terms of such agreement shall apply."
7. Effective January 1, 2004, Section 6.2 is hereby amended to read as follows:
"6.2 Supplemental Contribution Accounts. The Administrative Committee shall establish and
maintain a separate Supplemental Contribution Account for each Plan Year for each Participant who
receives a Supplemental Contribution for such Plan Year. All Supplemental Contributions shall be
credited to the Participant's Supplemental Contribution Account on the same date that the Participant's
Deferral Amount applicable to Base Salary or a Cash Incentive Compensation Award for which the
Supplemental Contribution is being made is credited to the Participant's Deferral Account pursuant to
Section 6.1. All of a Participant's Supplemental Contributions shall be deemed to be invested in, and
shall remain deemed to be invested in, IR Stock in the Participant's Supplemental Contribution Account
until the Participant completes an Election Form to the effect that all or a portion of the Participant's
vested Supplemental Contribution Account will be deemed to be invested in one or more of the
investment options under the Investment Option Subaccounts or until such amounts are distributed in
cash from the Plan.
All Supplemental Contributions shall initially be credited to a Participant's Supplemental Contribution
Account in units or fractional units of IR Stock. The value of each unit shall be determined each business
day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-
Composite Tape. On each date that Supplemental Contributions are credited to a Participant's
Supplemental Contribution Account, the number of units to be credited shall be determined by dividing
the number of units by the value of a unit on such date.
Dividends paid on IR Stock shall be reflected in a Participant's Supplemental Contribution Account by the
crediting of additional units or fractional units. Such additional units or fractional units shall equal the value
of the dividends based upon the closing price of one share of IR Stock on the New York Stock
Exchange-Composite Tape on the date such dividends are paid.
To the extent a Participant completes an Election Form to make a deemed investment in one or more of
the investment options under the Investment Option Subaccounts, a Participant's vested Supplemental
Contribution Account shall be credited as follows:
(a) On the day a Participant makes a deemed investment election in one of the Investment Option
Subaccounts, the Administrative Committee shall credit the Investment Option Subaccounts of the
Participant's Supplemental Contribution Account with an amount in accordance with the
Participant's Election Form; that is, the portion of the Participant's Supplemental Contribution
Account that the Participant has elected to be deemed to be invested in a certain type of
investment option shall be credited to the Investment Option Subaccount corresponding to that
investment option.
(b) Each business day, each Investment Option Subaccount of a Participant's Supplemental
Contribution Account shall be adjusted for earnings or losses in an amount equal to that determined
by multiplying the balance credited to such Investment Option Subaccount as of the prior day plus
contributions credited that day to the Investment Option Subaccount by the Return for the
corresponding investment option."
8. Effective May, 29, 2003, Section 6.3 is hereby amended to add the following paragraph at the end
thereof:
"Effective May 29, 2003, to the extent an agreement between the Company and the Participant
contains provisions governing the deemed investment of Discretionary Company Contribution made on
behalf of the Participant, the deemed investment provisions of such agreement shall apply.
9. Effective January 1, 2004, Section 6.4 is hereby amended to add the following paragraph to the end
thereof.
"Notwithstanding the above, a Participant may elect to invest all or part of his IR Stock Account in one
or more of the available Investment Option Subaccounts under the Participant's Deferral Accounts, as
set forth in Sections 4.2 and 6.1, and/or Discretionary Company Contribution Account, as set forth in
Sections 4.2 and 6.3, as applicable by completing the appropriate Election Form as designated by the
Administrator."
10. Section 7.6 is hereby amended to read as follows:
"7.6 Form of Payments. All amounts in a Participant's Deferral Account, Supplemental
Contribution Account, Discretionary Company Contribution Account and IR Stock Account and
payable to a Participant or Beneficiary under the Plan shall be paid in cash.
All distributions from the Plan that are to be paid in a specified number of annual installments shall be
paid so that the amount of each annual installment is determined by dividing the total remaining number
of units in the Participant's Account Balance to be paid in annual installments, by the number of years of
annual installments remaining."
11. Effective May 29, 2003, Section 7 is hereby amended to add a new Section 7.8 as follows:
"7.8 Distribution Provisions. Effective May 29, 2003, to the extent an agreement between
the Company and a Participant contains provisions governing the form and/or timing of a distribution of
a Discretionary Company Contribution made on behalf of the Participant, the distribution provisions of
such agreement shall apply. Except as provided in an agreement between the Company and the
Participant, the form and/or timing of a Discretionary Company Contribution shall be determined by the
Administrative Committee in its sole and absolute discretion."
12. Except as specifically set forth herein, all other terms of the Plan shall remain in full force and effect and
are hereby ratified in all respects.
IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized representative on this 24th day of February, 2004.
INGERSOLL-RAND COMPANY
By:/s/ Sharon Elliot
Sharon Elliot
Senior Vice President
Human Resources