EXHIBIT 10.23
SECOND AMENDMENT
TO THE
INGERSOLL-RAND COMPANY ELECTED OFFICERS SUPPLEMENTAL PROGRAM
WHEREAS, Ingersoll-Rand Company ("Company") maintains the
Ingersoll-Rand Company Elected Officers Supplemental Program,
effective June 30, 1995, and as amended by the First Amendment
effective January 1, 1997, (the "Program"), for the benefit of
its eligible employees; and
WHEREAS, the Board of Directors of the Company retained the right
to amend the Program pursuant to Section 8.1 thereof; and
WHEREAS, the Board of Directors of the Company, acting through
its Compensation & Nominating Committee, desires to amend the
Program;
NOW, THEREFORE, the Program is hereby amended in the following
respects, effective December 1, 1997 (except as otherwise
indicated below):
1. Section 1.3 is amended, effective March 3, 1999, to read in
its entirety as follows:
"1.3 `Change in Control' shall have the same meaning as such
term is defined in the most recent Company Incentive
Stock Plan, unless a different definition is used for
purposes of a change of control event in any severance
or employment agreement between an Employer and an
Employee, in which event as to such Employee such
definition shall apply."
2. The following new Section 1.9 is hereby added, and all
applicable Sections in Section 1 shall be renumbered accordingly:
"1.9 `Estate Program' means the Ingersoll-Rand Company
Estate Enhancement Program."
3. Section 1.10 (formerly Section 1.9) is amended to read in
its entirety as follows:
"1.10 `Final Average Pay' means, except as provided in
Section 5.3 for purposes of disability, the sum of the
following:
(a) the average of each of the five highest bonus
awards (whether the awards are paid to the
Employee, are a Deferral Amount (as such term is
defined in the Deferral Plan) or the Employee has
elected to forego a bonus award pursuant to the
Estate Program) during the six most recent
calendar years, including the year during which
the Employee's retirement or death occurs, or a
Change in Control occurs, but excluding
Supplemental Contributions (as such term is
defined in the Deferral Plan) or any amounts paid
from the Deferred Compensation Account (as such
term is defined in the Deferral Plan) or any other
account under the Deferral Plan including, but not
limited to, amounts paid consisting of Deferral
Amounts and Supplemental Contributions and their
earnings, and any amounts paid by the Company
pursuant to the Estate Program, and
(b) the Employee's annualized base salary in effect
immediately prior to the date of determination."
4. Section 3.1 "Amount of Benefit" is amended, effective
November 4, 1998, to read in its entirety as follows:
"3.1 Amount of Benefit
An Employee shall be entitled to receive a benefit under the
Program equal to (a) minus (b) minus (c) below:
(a) the product of:
(i) his Final Average Pay,
(ii) his Years of Service (up to a maximum of 35 Years of
Service), and
(iii) 1.9%
(b) the amount set forth in Appendix A as attached hereto
(c)the benefit he would be entitled to receive under
Section 5.2 of the Program but for his election to
forego such benefit pursuant to the Estate Program."
5. The second paragraph of Section 5.3 "Disability" is amended
to read in its entirety as follows:
"Notwithstanding any other provision of the Program to the
contrary, when determining Final Average Pay for an Employee
who is disabled under the provisions of this Section, Final
Average Pay means the sum of:
(a) the average of each of the five highest bonus awards
(whether the awards are paid to the Employee, are a
Deferral Amount (as such term is defined in the
Deferral Plan) or the Employee has elected to forego a
bonus award pursuant to the Estate Program) during the
six most recent calendar years, including the year
during which the Employee's disability occurs, (or, if
the average of the five highest bonus awards would be
greater, the six most recent calendar years prior to
the year in which the Employee's disability occurs),
but excluding Supplemental Contributions (as such term
is defined in the Deferral Plan) or any amounts paid
from the Deferred Compensation Account (as such term is
defined in the Deferral Plan) or any other account
under the Deferral Plan including, but not limited to,
amounts paid consisting of Deferral Amounts and
Supplemental Contributions and their earnings, and any
amounts paid by the Company pursuant to the Estate
Program, and
(b) the Employee's annualized base salary in effect as of
the date he becomes disabled."
6. Section 5.1(b)(i) is amended, effective November 4, 1998, to
read in its entirety as follows:
"(i) the amount determined under Section 3.1(a) shall be
reduced by 0.429% for each month that the benefit
commences prior to age 62,"
7. Appendix A is amended, effective November 4, 1998, to read
in its entirety as follows:
"APPENDIX A
Unless otherwise specified in another Appendix attached hereto,
the sum of the following shall be used for purposes of Section
3.1(b) of the Program:
(a) All employer-paid benefits under any qualified defined
benefit plan (as defined in Section 414(j) of the Internal
Revenue Code of 1986, as amended) and associated supplemental
plans sponsored by the Company, Ingersoll-Dresser Pump Company,
and Dresser Industries, Inc., provided that the Employee's
intervening employment between employment with Dresser
Industries, Inc. and the Company is solely with Ingersoll-Dresser
Pump Company. For purposes of this Paragraph (a), the amount of
any pension payable under the Clark Equipment Company Retirement
Program for Salaried Employees shall be determined without
reduction by the lifetime pension equivalent of the Employee's
vested interest in his PPOA Account (as such term is defined in
the I-R/Clark Leveraged Employee Stock Ownership Plan).
For purposes of determining the benefit under Section
3.1 of the Program, the Employee's benefit, if any,
under any qualified defined benefit plan and associated
supplemental plans described in the previous paragraph,
shall be determined as a life annuity at the date of
determination.
(b) The Social Security Primary Insurance Amount as defined in
the Pension Plan estimated at age 65, multiplied by a fraction,
the numerator of which is his Years of Service (up to a maximum
of 35 Years of Service), and the denominator of which is 35.
For purposes of the Program, "Social Security Primary
Insurance Amount" means the amount of the Employee's
annual primary old age insurance determined under the
Social Security Act in effect at the date of
determination and payable in accordance with (i) or
(ii) below.
(i) For benefits determined on or after age 65, payable for
the year following his date of retirement.
(ii) For benefits determined before the Employee attains age
65, payable for the year following his retirement or death
(or which would be payable when he first would have become
eligible if he were then unemployed), assuming he will not
receive after retirement (or death) any income that would be
treated as wages for purposes of the Social Security Act.
For purposes of determining the Social Security Benefit
under paragraphs (i) and (ii) above, an Employee's
covered earnings under said Act for each calendar year
preceding the Employee's first full calendar year of
employment shall be determined by multiplying his
covered earnings subsequent to the year being
determined by the ratio of the average per worker total
wages as reported by the Social Security Administration
for the calendar year being determined to such average
for the calendar year subsequent to the year being
determined.
(c) An Employee's accrued benefit under any qualified
defined benefit pension plan (as defined in Section
414(j) of the Internal Revenue Code of 1986, as
amended) and any nonqualified pension plan with respect
to any business that was acquired by the Company
("Acquired Business"), (each such pension plan shall be
referred to in this Paragraph (c) as a "Former Plan"),
shall be used for purposes of Section 3.1(b) of the
Program if the Employee:
(i) was an employee of the Acquired Business on the date it
was acquired by the Company,
(ii) became an employee of the Company as a result of the
acquisition of the Acquired Business, and
(iii) was granted vesting service under any qualified defined
benefit pension plan (as defined in Section 414(j) of the
Internal Revenue Code of 1986, as amended) sponsored by the
Company, any domestic entity in which the Company owns
(directly or indirectly) a 50% or more interest, and any
other entity designated by the Company for service performed
while an employee of the Acquired Business.
The Employee's accrued benefit under the Former Plan
shall be determined as a life annuity payable as of the
date of determination, using the Former Plan's early
retirement factors, if applicable.
Notwithstanding anything to the contrary in this
Paragraph (c), if the Committee determines that the
accrued benefit under a Former Plan cannot reasonably be
calculated due to lack of information about the Former
Plan or otherwise, the provisions of this Paragraph (c)
shall not apply with respect to such Former Plan."
8. Except as provided herein, the Program shall remain in full
force and effect.
IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by its duly authorized representative on this 22 day of
March, 1999.
INGERSOLL-RAND COMPANY
By: /S/
Donald H. Rice
Vice President
Human Resources