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RESTATED
INGERSOLL-RAND COMPANY
SUPPLEMENTAL PENSION PLAN
INTRODUCTION
Ingersoll-Rand Company (the "Company") maintains one or more
pension plans (the "Qualified Pension Plans") for salaried
employees employed by the Company, and certain subsidiaries and
affiliates of the Company (the "Employees"), under which benefits
are subject to plan qualification limits imposed by the Internal
Revenue Code of 1986, as amended (the "Code").
The Company recognizes that in certain circumstances it is
desirable to provide pension benefits to Employees which are
supplemental to those provided by the Qualified Pension Plans.
The circumstances in which supplemental benefits will be paid
are:
o when the limitation on benefits payable under the
Company's Qualified Pension Plans as specified in
Section 415 of the Code (the "Section 415 Limits")
reduces the benefit otherwise payable under the
Qualified Pension Plans; and
o when, effective for years after 1988, the limitation on
the amount of compensation that may be taken into
accounting in determining benefits under the Company's
Qualified Pension Plans, as specified in Section
401(a)(17) of the Code (the "Section 401 (a)(17)
Limit"), reduces the benefit otherwise payable under
the Qualified Pension Plans.
Accordingly, the Company maintains this Supplemental Pension Plan
to provide a vehicle under which supplemental benefits can be
paid to salaried employees employed by the Company and certain
subsidiaries and affiliates of the Company. The provisions
of this Supplemental Pension Plan shall be applicable to all
persons who retire or otherwise terminate employment on or after
January 1, 1992 and shall supersede the provisions of the
Company's Supplemental Pension Plan maintained by the Company
prior to January 1, 1992.
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SECTION 1
SUPPLEMENTAL PLAN BENEFITS
1.1 Excess Pension Benefit. An Employee shall be entitled to a
benefit under this Supplemental Pension Plan if his benefit
determined under the provisions of the Qualified Pension
Plan in which he participates is less than such benefit
would have been if (i) the Section 415 Limits did not apply,
and (ii) the definition of Compensation specified under such
Qualified Pension Plan did not exclude compensation after
1988 in excess of the Section 401(a)(17) Limit.
If an Employee's benefit from the Qualified Pension Plan in
which he participates is reduced as a result of any of the
conditions described in the preceding paragraph, the benefit
to which the Employee shall be entitled under this
Supplemental Pension Plan shall be equal to the excess of
(a) over (b) where:
(a) is the benefit which would have been payable under the
terms of such Qualified Pension Plan, as a single life
annuity with benefits payable monthly, if (i) the
Section 415 Limits did not apply, and (ii) the
definition of Compensation specified under such
Qualified Pension Plan did not exclude compensation
after 1988 in excess of the Section 401 (a)(17) Limit;
and
(b) is the benefit actually payable as a single life
annuity to the Employee under the terms of such
Qualified Pension Plan.
For purposes of this Section 1.1, the single life annuity
payable under the terms of the Qualified Pension Plan shall
be determined as of the Employee's Determination Date. The
Determination Date shall be (a) in the case of separation
from service by reason of retirement, the Employee's
retirement date, and (b) in the case of separation from
service other than by reason of retirement (such as death or
disability), the first date on which the Employee becomes
eligible to begin receiving payment of benefits under the
Qualified Pension Plan.
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SECTION 2
VESTING
2.1 Vesting. An Employee shall be vested in the benefit provided
under Section 1.1 of this Supplemental Pension Plan in
accordance with the vesting provisions of the Qualified
Pension Plan.
SECTION 3
DISTRIBUTIONS
3.1 Payment of Benefits. Benefits payable under this
Supplemental Pension Plan shall be made in the event of
retirement, disability or any other termination of
employment. Benefits shall be payable solely in the form of
a lump sum. The lump sum amount, determined as of an
Employee's Determination Date, shall be the Actuarial
Equivalent value of the single life annuity determined under
Section 1.1 hereof, using the discount factor set by the
PBGC on the January 1 preceding the Determination Date. Such
benefit shall be paid on the Payment Date, together with
interest accrued thereon from the Determination Date, (a) if
the assets are held in trust, then at the interest rate of
the trust, or (b) if the assets are not held in trust, at
the then current earnings rate of the Fixed Income Fund of
the Ingersoll-Rand Company Savings and Stock Investment
Plan. An Employee's Payment Date shall be the later of (a)
the first business day of the year following the
Determination Date, or (b) the first day of the sixth month
following the Determination Date.
3.2 Payments to Beneficiaries. In the event that an Employee
dies prior to the Payment Date but on or after the
Determination Date, payment shall be made to the beneficiary
designated by the Employee under this Supplemental Pension
Plan. An Employee may designate a beneficiary, or change the
designated beneficiary, without obtaining consent of a
spouse, provided that such designation or change shall be
effective only upon receipt of written notification by the
Compensation and Nominating Committee, as defined in Section
4.3 (the "Committee"). In the event of failure to designate
a beneficiary under this Supplemental Pension Plan, an
Employee's beneficiary under this Plan shall be the same as
the beneficiary under the Ingersoll-Rand Company Savings and
Stock
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3.3 Withholding. The Company shall be entitled to withhold from
the payment due under this Supplemental Pension Plan any and
all taxes of any nature required by any government to be
withheld from such payment.
3.4 Loans. No loans to Employees shall be permitted under this
Supplemental Pension Plan.
SECTION 4
MISCELLANEOUS
4.1 Amendment and Termination. This Supplemental Pension Plan
may, at any time and from time to time, be amended or
terminated, without consent of any Employee or beneficiary,
(a) by the Board of Directors of the Company or (b) in the
case of amendments which do not materially modify the
provisions hereof, the Committee, provided, however, that no
such amendment or termination shall reduce any benefits
accrued under the terms of this Supplemental Pension Plan
prior to the date of termination or amendment.
Notwithstanding the foregoing, in the event the Company's
Board of Directors (or any trustee involved in maintaining
any reserves established by the Company for purposes of
satisfying its obligations hereunder) determines that a
"change of control" of the Company has occurred, any
subsequent amendment modifying or terminating the Plan shall
have no force or effect. For purposes of this paragraph, a
"change of control" shall have the meaning designated in the
Ingersoll-Rand Benefit Trust Agreement, dated as of
September 1, 1988, as amended, between the Company and The
Bank of New York, as trustee, established by the Company for
purposes of satisfying certain obligations to executive
employees of the Company.
4.2 No Contract of Employment. The establishment of this
Supplemental Pension Plan or any modification thereof shall
not give any Employee or other person the right to remain in
the service of the Company or any of its subsidiaries, and
all Employees and other persons shall remain subject to
discharge to the same extent as if the Supplemental Pension
Plan had never been adopted.
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4.3 Compensation and Nominating Committee. This Supplemental
Pension Plan shall be administered by the Compensation and
Nominating Committee appointed by the Company's Board of
Directors, or any successor committee appointed by the
Company's Board of Directors (the "Committee"). The
Committee shall make all determinations as to the right of
any person to a benefit. Any denial by the Committee of the
claim for benefits under this Supplemental Pension Plan by
an Employee or beneficiary shall be stated in writing by the
Committee and delivered or mailed to the Employee or
beneficiary. Such notice shall set forth the specific
reasons for the Committee's decision. In addition, the
Committee shall afford a reasonable opportunity to any
Employee or beneficiary whose claim for benefits has been
denied for a review of the decision denying the claim.
4.4 Entire Agreement; Successors. This Supplemental Pension
Plan, including any subsequently adopted amendments, shall
constitute the entire agreement or contract between the
Company and any Employee regarding this Supplemental Pension
Plan. There are no covenants, promises, agreements,
conditions or understandings, either oral or written,
between the Company and any Employee relating to the subject
matter hereof, other than those set forth herein. This
Supplemental Pension Plan and any amendment shall be binding
on the Company and the Employee and their respective heirs,
administrators, trustees, successors, and assigns, including
but not limited to, any successors to the Company by merger,
consolidation or otherwise by operation of law, and on all
designated beneficiaries of the Employee.
4.5 Severability. If any provision of this Supplemental Pension
Plan shall to any extent be invalid or unenforceable, the
remainder of the Supplemental Pension Plan shall not be
affected thereby, and each provision of the Supplemental
Pension Plan shall be valid and enforced to the fullest
extent permitted by law.
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4.6 Application of Plan Provisions. All relevant provisions of
the Qualified Pension Plans shall apply to the extent
applicable to the contractual obligations of the Company
under this Supplemental Pension Plan. With respect to any
Employee, the applicable provisions shall be those of the
Qualified Pension Plan in which the Employee participates.
Benefits provided under the Supplemental Pension Plan are
independent of, and in addition to, any payments made to
Employees under any other plan, program, or agreement
between the Company and Employees in the Supplemental
Pension Plan, or any other compensation payable to the
Employee by the Company, or by any subsidiary, or affiliate
of the Company.
The laws of the state of New Jersey shall govern this
Supplemental Pension Plan.
4.7 Participant as General Creditor. The Company shall have the
right to establish a reserve or make any investment for the
purposes of satisfying its obligation hereunder for payment
of benefits at its discretion, provided, however, that no
Employee eligible to participate in this Supplemental
Pension Plan shall have any interest in such investment or
reserve. To the extent that any person acquires a right to
receive benefits under this Supplemental Pension Plan, such
rights shall be no greater than the right of any unsecured
general creditor of the Company.
4.8 Nonassignability. The right of any Employee or any
beneficiary in any benefit hereunder shall not be subject to
attachment or other legal process for the debts of such
Employee or beneficiary; nor shall any such benefit be
subject to anticipation, alienation, sale, transfer,
assignment or encumbrance.
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