On October 4, 2008, the Compensation Committee of the Board of Directors of the Company approved certain changes to the Company's long-term incentive compensation programs to be implemented beginning in 2009.

Under the revised incentive compensation programs, the current one-year performance period under the Company's Performance Share Plan (PSP) will be changed to three-year overlapping performance periods starting with the year 2009 in order to increase the long-term nature of incentive compensation for PSP participants. In addition, awards under the PSP will be made based upon the Company's relative earnings per share (EPS) growth as compared to the 55 peer companies in the S&P 500 Industrial Index in order to balance incentives between relative and absolute performance metrics.

To transition between the current PSP program and the revised PSP program, awards made for performance years 2009 and 2010 will be based upon the achievement of the Company's cumulative EPS goals. These EPS goals incorporate the previously announced synergy targets related to the Trane acquisition of $200 million in 2009 and $300 million in 2010.

(d) Exhibits

Exhibit No.   Description

99.1          Press Release of Ingersoll-Rand Company Limited dated
              October 6, 2008