Paying Agency Agreement

ISSUING AND PAYING AGENCY AGREEMENT

[FOREIGN ISSUER WITH GUARANTY]



This Agreement, dated as of May 22, 2008, is by and among Ingersoll-Rand Global Holding Company Limited (the "Issuer" ), Ingersoll-Rand Company Limited (the "Guarantor" ) and JPMorgan Chase Bank, National Association ( "JPMorgan" ).



1. APPOINTMENT AND ACCEPTANCE


The Issuer and the Guarantor hereby request that JPMorgan act as the Issuer's issuing and paying agent in connection with the issuance and payment of certain short-term promissory notes of the Issuer (the "Notes" ), as further described herein, and JPMorgan agrees to act as such agent upon the terms and conditions contained in this Agreement.



2. COMMERCIAL PAPER PROGRAMS


The Issuer may establish one or more commercial paper programs under this Agreement by delivering to JPMorgan a completed program schedule (the "Program Schedule" ) with respect to each such program. JPMorgan has given the Issuer a copy of the current form of Program Schedule, and the Issuer shall complete and return its first Program Schedule to JPMorgan prior to or simultaneously with the execution of this Agreement. In the event that any of the information provided in, or attached to, a Program Schedule shall change, the Issuer shall promptly inform JPMorgan of such change in writing.



3. NOTES


All Notes issued by the Issuer under this Agreement shall be short-term promissory notes, guaranteed by the Guarantor, exempt from the registration requirements of the Securities Act of 1933, as amended, and from applicable state securities laws. The Notes may be placed by dealers (the "Dealers" ) pursuant to Section 4 hereof. Notes shall be issued in either certificated or book-entry form.



4. AUTHORIZED REPRESENTATIVES


The Issuer shall deliver to JPMorgan a certified copy of duly adopted corporate resolutions from its Board of Directors (or other governing body) authorizing the issuance of Notes under each program established pursuant to this Agreement and a certificate of incumbency, with specimen signatures attached, of those officers, employees and agents of the Issuer authorized to take certain actions with respect to the Notes as provided in this Agreement. The Guarantor shall deliver to JPMorgan a certified copy of duly adopted corporate resolutions from its Board of Directors (or other governing body) authorizing its guaranty of the Notes and a certificate of incumbency, with specimen signatures attached, of those officers, employees and agents of the Guarantor authorized to execute this Agreement and take certain actions with respect to the Notes as provided in this Agreement. Each person named on any certificate of incumbency of the Issuer or the Guarantor is hereinafter referred to as an "Authorized Representative" . Until JPMorgan receives any subsequent incumbency certificates, JPMorgan shall be entitled to rely on the last incumbency certificate delivered to it by the Issuer or the Guarantor for the purpose of determining such party's Authorized Representatives. The Issuer and Guarantor represent and warrant that each of its Authorized Representatives may appoint other officers, employees and agents (the "Delegates" ), including without limitation any Dealers, to issue instructions to JPMorgan under this Agreement, and take other actions on its behalf hereunder, provided that notice of the appointment of each Delegate is delivered to JPMorgan in writing. Each such appointment shall remain in effect unless and until revoked by the Issuer or the Guarantor in a written notice to JPMorgan.








5. CERTIFICATED NOTES


If and when the Issuer intends to issue certificated notes ( "Certificated Notes" ), the Issuer and JPMorgan shall agree upon the form of such Notes. Thereafter, the Issuer shall from time to time deliver to JPMorgan adequate supplies of Certificated Notes which will be in bearer form, serially numbered, and shall be executed by the manual or facsimile signature of an Authorized Representative of each of the Issuer and the Guarantor. JPMorgan will acknowledge receipt of any supply of Certificated Notes received from the Issuer, noting any exceptions to the shipping manifest or transmittal letter (if any), and will hold the Certificated Notes in safekeeping for the Issuer in accordance with JPMorgan's customary practices. JPMorgan shall not have any liability to the Issuer or the Guarantor to determine by whom or by what means a facsimile signature may have been affixed on Certificated Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature attached to the Issuer's certificate of incumbency with respect to such Authorized Representative. Any Certificated Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature was affixed shall bind the Issuer and the Guarantor after completion thereof by JPMorgan, notwithstanding that such person shall have ceased to hold his or her office on the date such Note is countersigned or delivered by JPMorgan.



6. BOOK-ENTRY NOTES


The Issuer's Book-entry notes ( "Book-Entry Notes" ) shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the "Master Note" ) in the form of Exhibit A executed by the Issuer and the Guarantor pursuant to the book-entry commercial paper program of The Depository Trust Company ( "DTC" ). JPMorgan shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-entry Notes shall be subject to DTC's rules and procedures, as amended from time to time. JPMorgan shall not be liable or responsible for sending transaction statements of any kind to DTC's participants or the beneficial owners of the Book-entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC's program, the Issuer and Guarantor understand that as one of the conditions of their participation therein, it shall be necessary for the Issuer, the Guarantor and JPMorgan to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representation. In accordance with DTC's program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer's Book-entry Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall bill the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer's Book-entry Notes.



7. ISSUANCE INSTRUCTIONS TO JPMORGAN; PURCHASE PAYMENTS


The Issuer and the Guarantor understand that all instructions under this Agreement are to be directed to JPMorgan's Commercial Paper Operations Department. JPMorgan shall provide the Issuer, the Guarantor, or, if applicable, the Issuer's Dealers, with access to JPMorgan's Money Market Issuance System or other electronic means (collectively, the "System" ) in order that JPMorgan may receive electronic instructions for the issuance of Notes. Electronic instructions must be transmitted in accordance with the procedures furnished by JPMorgan to the Guarantor, the Issuer or its Dealers in connection with the System. In the event that the System is inoperable at any time, an Authorized Representative or a Delegate may deliver written, telephone or facsimile instructions to JPMorgan, which instructions shall be verified in accordance with any security procedures agreed upon by the parties. JPMorgan shall incur no liability to the Issuer or the Guarantor in acting upon instructions believed by JPMorgan in good faith to have been given by an Authorized Representative or a Delegate. In the event that a discrepancy exists between a telephonic instruction and a written confirmation, the telephonic instruction will be deemed the controlling and proper instruction. JPMorgan may electronically record any conversations made pursuant to this Agreement, and the Issuer and the Guarantor hereby consent to such recordings. All issuance instructions regarding the Notes must be received by 1:00 P.M. New York time in order for the Notes to be issued or delivered on the same day.





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(a) Issuance and Purchase of Book-entry Notes .



Upon receipt of issuance instructions from the Issuer or its Dealers with respect to Book-entry Notes, JPMorgan shall transmit such instructions to DTC and direct DTC to cause appropriate entries of the Book-entry Notes to be made in accordance with DTC's applicable rules, regulations and procedures for book-entry commercial paper programs. JPMorgan shall assign CUSIP numbers to the Issuer's Book-entry Notes to identify the Issuer's aggregate principal amount of outstanding Book-entry Notes in DTC's system, together with the aggregate unpaid interest (if any) on such Notes. Promptly following DTC's established settlement time on each issuance date, JPMorgan shall access DTC's system to verify whether settlement has occurred with respect to the Issuer's Book-entry Notes. Prior to the close of business on such business day, JPMorgan shall deposit immediately available funds in the amount of the proceeds due the Issuer (if any) to the Issuer's account at JPMorgan and designated in the applicable Program Schedule (the "Account" ), provided that JPMorgan has received DTC's confirmation that the Book-entry Notes have settled in accordance with DTC's applicable rules, regulations and procedures. JPMorgan shall have no liability to the Issuer or the Guarantor whatsoever if any DTC participant purchasing a Book-entry Note fails to settle or delays in settling its balance with DTC or if DTC fails to perform in any respect.



(b) Issuance and Purchase of Certificated Notes .


Upon receipt of issuance instructions with respect to Certificated Notes, JPMorgan shall: (a) complete each Certificated Note as to principal amount, date of issue, maturity date, place of payment, and rate or amount of interest (if such Note is interest bearing) in accordance with such instructions; (b) countersign each Certificated Note; and (c) deliver each Certificated Note in accordance with the Issuer's instructions. Whenever JPMorgan is instructed to deliver any Certificated Note by mail, JPMorgan shall strike from the Certificated Note the word "Bearer," insert as payee the name of the person so designated by the Issuer or the Guarantor and effect delivery by mail to such payee or to such other person as is specified in such instructions to receive the Certificated Note. The Issuer and the Guarantor understand that, in accordance with the custom prevailing in the commercial paper market, delivery of Certificated Notes shall be made before the actual receipt of payment for such Notes in immediately available funds, even if JPMorgan is instructed to deliver a Certificated Note against payment. Therefore, once JPMorgan has delivered a Certificated Note to the designated recipient, the Issuer and the Guarantor shall bear the risk that such recipient may fail to remit payment of such Note or return such Note to JPMorgan. Delivery of Certificated Notes shall be subject to the rules of the New York Clearing House in effect at the time of such delivery. Funds received in payment of Certificated Notes shall be credited to the Account.



8. USE OF SALES PROCEEDS IN ADVANCE OF PAYMENT


JPMorgan is not obligated to credit the Issuer's Account unless and until payment of the purchase price of each Note is received by JPMorgan. From time to time, JPMorgan, in its sole discretion, may permit the Issuer to have use of funds payable with respect to the Notes prior to JPMorgan's receipt of the sales proceeds of such Notes. If JPMorgan makes a deposit, ...