; Exhibit 10.1
THIRD AMENDMENT
TO THE
IR-LIMITED DIRECTOR DEFERRED COMPENSATION AND STOCK AWARD PLAN
WHEREAS, Ingersoll-Rand Company Limited (the "Company") maintains the IR-Limited Director Deferred Compensation and Stock Award Plan (the "Plan") which was originally effective on January 1, 1997; and
WHEREAS, the Company reserved the right to amend the Plan in accordance with Section 8.1 thereof, and
WHEREAS, the Company desires to amend the Plan to freeze all deferrals effective December 31, 2004 to the extent such deferrals would otherwise be subject to section 409A of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE,the Plan is hereby amended, effective December 31, 2004 as set forth below:
1. Section 1 of the Plan is hereby amended to add the following as a new paragraph to the end thereof:
"Notwithstanding any other provision of the Plan to the contrary (including any election made by any Participant under the Plan), (i) no
amount shall be deferred under the Plan if, pursuant to the effective date rules of Section 885(d) of the American Jobs Creation Act of
2004 and Q&A-16 of IRS Notice 2005-1, such amount would be subject to Section 409A of the Internal Revenue Code of 1986, as
amended (a "Non-Grandfathered New Deferral Amount"), and (ii) any amount previously deferred under the Plan that, pursuant to the
effective date rules of Section 885(d) of the American Jobs Creation Act of 2004 and Q&A-16 of IRS Notice 2005-1, is subject to
Section 409A of the Internal Revenue Code of 1986, as amended (a "Non-Grandfathered Prior Deferral Amount") shall no longer be
credited or payable under the Plan after December 31, 2004. Any Non-Grandfathered New Deferral Amount shall instead be deferred
under the IR-Limited Director Deferred Compensation and Stock Award Plan II, and any Non-Grandfathered Prior Deferral Amount
shall instead be credited under the IR-Limited Director Deferred Compensation and Stock Award Plan II, as and to the extent provided
under the terms of IR-Limited Director Deferred Compensation and Stock Award Plan II."
2. 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 31st
day of December, 2004.
INGERSOLL-RAND COMPANY LIMITED
By: /s/ Timothy McLevish_________________________
Timothy McLevish
Senior Vice President and Chief Financial Officer