Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed on October 6, 2008, the Compensation Committee (the "Committee") of the Board of Directors of Ingersoll-Rand Company Limited (the "Company") approved certain changes to the Company's long-term incentive compensation programs to be implemented beginning in 2009.

Given the difficulty of setting long-term goals in the current economic climate, on December 3, 2008, the Committee further modified the 2-year award metrics for 2009 and 2010. Consistent with the original intent of the plan, the award metrics will be based on earnings per share (EPS) from continuous operations relative to the S&P 500 Industrial peer group and achievement of the Company's pre-determined Trane acquisition synergy savings goal (rather than being solely based on an internal EPS goal).

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