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INGERSOLL-RAND COMPANY
SUPPLEMENTAL RETIREMENT ACCOUNT PLAN
INTRODUCTION
Ingersoll-Rand Company (the "Company") maintains the
Ingersoll-Rand Retirement Account Plan (the "Qualified Retirement
Account Plan") for employees employed by the Company and certain
subsidiaries and affiliates of the Company (the "Employees"),
under which benefits are subject to various limitations imposed
by Sections 401 and 415 of the Internal Revenue Code of 1986, as
amended (the "Code").
The purpose of this Ingersoll-Rand Company Supplemental
Retirement Account Plan (the "Supplemental Retirement Account
Plan") is to provide a vehicle under which Employees can be paid
benefits which are supplemental to benefits payable under the
Qualified Retirement Account Plan and are limited by operation of
Sections 401 and 415 of the Code (or successor provisions).
It is intended that this Supplemental Retirement Account Plan be
treated as "a plan which is unfunded and is maintained by an
employer primarily for the purpose of providing deferred
compensation for a select group of management or highly
compensated employees" within the meaning of the Employee
Retirement Income Security Act of 1974, as amended.
Unless otherwise indicated herein, capitalized terms shall have
the same meanings as they have under the Qualified Retirement
Account Plan.
This Supplemental Retirement Account Plan shall be effective as
of January 1, 1989.
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SECTION I
ELIGIBILITY
1.1 Eligibility. An Employee shall become eligible to
participate under this Supplemental Retirement Account Plan
for a calendar year as of the date on which the aggregate
amount of his Company Contributions and Company Matching
Contributions, if any, for such year under the Qualified
Retirement Account Plan are less than the aggregate amount
which such Company Contributions and Company Matching
Contributions would have been if the definition of
Compensation specified in the Qualified Retirement Account
Plan did not exclude compensation in excess of the
limitation provided under Section 401(a)(17) of the Code;
provided, however, that no Employee shall be eligible under
this Supplemental Retirement Account Plan if such Employee
is a Grandfathered Participant under the Qualified
Retirement Account Plan.
SECTION 2
ACCOUNTS/SUPPLEMENTAL BENEFITS/INTEREST
2.1 Accounts. The Company shall establish on its books an
Account for each Employee who has become eligible to
participate in this Supplemental Retirement Account Plan
(each an "Employee Account"). Such Employee Accounts shall
be credited with Supplemental Company Contributions and
Supplemental Company Matching Contributions in accordance
with Sections 2.2 and 2.3 hereof.
2.2 Supplemental Company Contributions. An Employee shall be
entitled to receive a Supplemental Company Contribution for
any year in which the Employee's Compensation for the year
exceeds the limitation provided under Section 401(a)(17) of
the Code. The amount of Supplemental Company Contributions
credited to the Employee Account of an Employee who is
eligible to receive such a benefit for any year shall equal
(a) the Company Contributions for such year, calculated as
if the limitation described above did not apply, less (b)
the Company Contributions made with respect to the Employee
under the Qualified Retirement Account Plan.
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2.3 Supplemental Company Matching Contributions. An Employee
entitled for any year to a Supplemental Company Contribution
who is also eligible for Company Matching Contributions
under the Qualified Retirement Account Plan (except for the
limitation provided under Section 401(a)(17) of the Code)
shall be entitled to receive a Company Matching Contribution
for such year. The amount of Supplemental Company Matching
Contributions credited to the Employee Account of an
Employee who is eligible to receive such a benefit for any
year shall equal (a) the Company Matching Contributions for
such year (calculated as if the limitation described above
did not apply), less (b) the Company Matching Contributions
made with respect to the Employee under the Qualified
Retirement Account Plan.
2.4 Interest. Unless and until the Company establishes a trust
pursuant to Section 3 or 6.1 hereof, the amounts credited to
each Employee Account shall be credited with interest at a
rate equal to the rate of return earned by the Fixed Income
Fund described in Section 5.1 of the Company's Savings and
Stock Investment Plan. To the extent the Company
contributes funds on behalf of an Employee to a trust
established under Section 3 or 6.1 hereof, his Employee
Account hereunder shall be transferred to an account within
such trust and shall be credited with the rate of return
earned by the funds so contributed. Any unfunded portion of
the Employee Account shall continue to be credited with
interest as provided above in this Section 2.4.
2.5 Timing of Contributions and Interest. All Company
Contributions, Company Matching Contributions and interest
to be credited to an Employee Account hereunder shall be
credited as of the last business day of each calendar month.
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SECTION 3
VESTING
3.1 Vesting. Except as provided in Section 6 hereof, an
Employee shall vest in his Employee Account at the same time
that the Employee becomes vested in his Company Contribution
Account and Company Matching Contribution Account under the
Qualified Retirement Account Plan. An Employee shall
forfeit the non vested portion of his Employee Account upon
his termination of employment with the Company to the extent
provided in the Qualified Retirement Account Plan.
SECTION 4
DISTRIBUTIONS
4.1 Time of Distribution. The amounts payable to an Employee
hereunder shall be payable in a lump sum on the Employee's
Payment Date. An Employee's Payment Date shall be the later
of (a) the first business day of the calendar year following
the date the Employee's employment with the Company
terminates by reason of death, disability, retirement or
otherwise, or (b) the first business day of the sixth
calendar month following the date the Employee's employment
with the Company terminates by reason of death, disability,
retirement or otherwise.
Any such payment shall be made to the Employee, or to his
beneficiary under this Supplemental Retirement Account Plan
if he is not then living. The Employee's beneficiary under
this Supplemental Retirement Account Plan shall be the
beneficiary under the Qualified Retirement Account Plan
unless the Employee designates another beneficiary in
writing, and such written designation has been received by
the Committee. An Employee may change the designated
beneficiary under this Supplemental Retirement Account Plan
at any time, by providing such designation is provided in
writing to the Committee (as hereinafter defined).
4.2 Form of Benefits. Benefits payable under this Supplemental
Retirement Account Plan shall be in the form of a cash
lump-sum equal to the sum of the amount credited to an
Employee's Account as of the Employee's Payment Date.
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SECTION 5
TRUST FUND/INVESTMENT
5.1 Establishment of Trust. Except as provided in Section 6.1
hereof, the Company shall have no obligation to fund the
Employee Accounts hereunder. The Company may, however, in
its sole discretion, enter into a trust agreement and
establish a trust fund to assist it in meeting its
obligations under this Supplemental Retirement Account Plan.
The trust agreement shall provide that all amounts
contributed to the trust, together with earnings thereon,
shall be invested and reinvested as provided therein.
5.2 Rights of Creditors. The assets held by the trust shall be
subject to the claims of general creditors of the Company in
the event of the Company's insolvency. The rights of an
Employee to the assets of such trust fund shall not be
superior to those of an unsecured creditor of the Company.
5.3 Disbursement of Funds. All contributions to the trust fund
shall be held and disbursed in accordance with the
provisions of the related trust agreement. No portion of
the trust fund may be returned to the Company other than in
accordance with the terms of the related trust agreement.
5.4 Company Obligation. Notwithstanding any provisions of any
such trust agreement to the contrary, the Company shall
remain obligated to pay benefits under this Supplemental
Retirement Account Plan. Nothing in this Supplemental
Retirement Account Plan or any such trust agreement shall
relieve the Company of its liabilities to pay benefits under
this Supplemental Retirement Account Plan except to the
extent that such liabilities are met by the distribution of
trust assets.
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SECTION 6
CHANGE OF CONTROL
6.1 Contributions to Trust. In the event the Company's Board of
Directors determines that a "change of control" of the
Company has occurred, the Company shall be obligated to
establish a trust in accordance with the provisions of
Section 3 hereof and to contribute to the trust an amount
equal to the balance of each Employee's Account.
6.2 Amendments. Following a "change of control" of the Company,
any amendment modifying or terminating this Supplemental
Retirement Account Plan shall have no force or effect.
6.3 Definition. For purposes hereof, 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.
SECTION 7
MISCELLANEOUS
7.1 Amendment and Termination. Except as provided in Section
6.2 hereof, this Supplemental Retirement Account Plan may,
at any time and from time to time, be amended or terminated,
without the 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 Retirement Account Plan
prior to the date of termination or amendment.
7.2 No Contract of Employment. The establishment of this
Supplemental Retirement Account 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 this
Supplemental Retirement Account Plan had never been adopted.
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7.3 Withholding. The Company shall be entitled to withhold from
any payment due under this Supplemental Retirement Account
Plan any and all taxes of any nature required by any
government to be withheld from such payment.
7.4 Loans. No loans to Employees shall be permitted under this
Supplemental Retirement Account Plan.
7.5 Compensation and Nominating Committee. This Supplemental
Retirement Account Plan shall be administered by the
Compensation and Nominating Committee (or any successor
committee) of the Board of Directors of the Company (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 Retirement Account 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.
7.6 Entire Agreement; Successors. This Supplemental Retirement
Account Plan, including any subsequently adopted amendments,
shall constitute the entire agreement or contract between
the Company and any Employee regarding this Supplemental
Retirement Account 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 Retirement Account Plan and any
amendment hereof shall be binding on the Company and the
Employees and their respective heirs, administrators,
trustees, successors and assigns, including but not limited
to, any successors of the Company by merger, consolidation
or otherwise by operation of law, and on all designated
beneficiaries of the Employee.
7.7 Severability. If any provision of this Supplemental
Retirement Account Plan shall, to any extent, be invalid or
unenforceable, the remainder of this Supplemental Retirement
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Account Plan shall not be affected thereby, and each
provision of this Supplemental Retirement Account Plan shall
be valid and enforceable to the fullest extent permitted by
law.
7.8 Application of Plan Provisions. All relevant provisions of
the Qualified Retirement Account Plan shall apply to the
extent applicable to the obligations of the Company under
this Supplemental Retirement Account Plan. Benefits
provided under this Supplemental Retirement Account 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 eligible to participate in
this Supplemental Retirement Account Plan, or any other
compensation payable to any Employee by the Company or by
any subsidiary or affiliate of the Company.
7.9 Governing Law. The laws of the State of New Jersey shall
govern this Supplemental Retirement Account Plan.
7.10 Participant as General Creditor. Benefits under the
Supplemental Retirement Account Plan shall be payable by the
Company out of its general funds. 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 Retirement Account 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 Retirement Account Plan, such rights shall be
no greater than the right of any unsecured general creditor
of the Company.
7.11 Nonassignability. To the extent permitted by law, 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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