UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of
1934
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Date
of Report - October 4,
2008
(Date
of earliest event reported)
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INGERSOLL-RAND
COMPANY LIMITED
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(Exact
name of registrant as specified in its charter)
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Bermuda
(State
or other jurisdiction of incorporation)
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1-985
(Commission
File Number)
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75-2993910
(I.R.S.
Employer Identification No.)
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Clarendon
House
2
Church Street
Hamilton
HM 11, Bermuda
(Address
of principal executive offices, including zip code)
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(441)
295-2838
(Registrant's
phone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any
of the following provisions:
[]
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[]
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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99.1
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Press
Release of Ingersoll-Rand Company Limited dated
October 6, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
INGERSOLL-RAND
COMPANY LIMITED
(Registrant)
Date:
October 6, 2008
Patricia
Nachtigal
Senior
Vice President and General
Counsel
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