Unassociated Document
   
UNITED STATES
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
OMB Number: 3235-0101
Expires: December 31, 2009
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FORM 144
 
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
SEC USE ONLY
 
DOCUMENT SEQUENCE NO.
   
ATTENTION:   Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
CUSIP NUMBER
 
 
 
 
1 (a) NAME OF ISSUER (please type or print)
 
Ingersoll-Rand plc
(b) IRS IDENT. NO
 
98-0626632
(C) S.E.C. FILE NO.
 
001-34400
WORK LOCATION
1 (d) ADDRESS OF ISSUER          STREET
 
170/175 Lakeview Drive, Airside Business Park, Swords, Co.
CITY
 
Dublin
STATE
 
Ireland
ZIP CODE
 
(e) TELEPHONE NO.
AREA CODE
+(353)(0)
NUMBER
18707400
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
 
Herbert L. Henkel
 
 
(b) RELATIONSHIP TO
ISSUER
 
Director
(c) ADDRESS STREET             CITY             STATE   ZIP CODE
 
170/175 Lakeview Drive, Airside Business Park, Swords, Co. Dublin Ireland
 

INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
 
3 (a)
(b)
SEC USE ONLY
(c)
(d)
(e)
(f)
(g)
 
Title of the
Class of
Securities
To Be Sold
 
Name and Address of Each Broker
Through Whom the
Securities are to be Offered
or Each Market Maker
who is Acquiring the Securities
 
Broker-Dealer
File Number
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
Aggregate
Market
Value
(See instr. 3(d))
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
Approximate
Date of Sale
(See instr. 3(f))
(MO.   DAY   YR.)
Name of Each
Securities
Exchange
(See instr.
3(g))
 
Ordinary Shares
Morgan Stanley Smith Barney, LLC
485 Lexington Avenue, 11th Floor
New York, New York 10017
 
50,000
$1,595,500
(as of February 26, 2010)
 
321,072,029
(as of February 18, 2010)
03/02/10
NYSE
 
                 
                 
                 
                 
                 
 
 
 
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.

 
TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Title of
the Class
Date you Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of Securities Acquired
Date of Payment
Nature of Payment
Ordinary Shares
 
03/02/2010
 
Exercise of Stock Options
 
Ingersoll-Rand plc
 
50,000
 
03/02/2010
 
Cash
 
 
INSTRUCTIONS:       If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
      
 
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
 
 
Name and Address of Seller
 
Title of Securities Sold
 
Date of Sale
Amount of
Securities Sold
Gross Proceeds
 
 
 
REMARKS:
 


INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
 
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.  If each person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
 
 
03/02/2010                       
DATE OF NOTICE
 
/s/ Kenneth H. Yi – Attorney-in-Fact
________________________________________________________
        (SIGNATURE)
 
 
_________________________________________________
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,
IF RELYING ON RULE 10B5-1
The notice shall be signed by the person for whose account the securities are to be sold.  At least one
copy of the notice shall be manually signed.  Any copies not manually signed shall bear typed o  printed signatures.

ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

fb.us.2539144.01