EXHIBIT 10 iii(b)





                IR DIRECTOR DEFERRED COMPENSATION
                      AND STOCK AWARD PLAN

       [As Amended and Restated Effective January 1, 2001]

                        TABLE OF CONTENTS



SECTION 1 - STATEMENT OF PURPOSE                                 1

SECTION 2 - DEFINITIONS

     2.1  Account Balance                                        2
     2.2  Beneficiary                                            2
     2.3  Beneficiary Designation Form                           2
     2.4  Board                                                  2
     2.5  Conversion Account                                     2
     2.6  Deferral Account                                       2
     2.7  Deferral Amount                                        2
     2.8  Deferred IR Stock Award Account                        3
     2.9  Election Form                                          3
     2.10 Fees                                                   3
     2.11 Investment Option Subaccounts                          3
     2.12 IR Stock                                               3
     2.13 IR Stock Account                                       3
     2.14 Participant                                            3
     2.15 Plan Year                                              3
     2.16 Retirement                                             4
     2.17 Return                                                 4
     2.18 Supplemental Contribution                              4
     2.19 Supplemental Contribution Account                      4
     2.20 Trust                                                  4

SECTION 3 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT
            ELECTION

     3.1  Participation and Deferral Election                    5
     3.2  Investment Election                                    6

SECTION 4 - VESTING

     4.1  Deferral Amounts                                       7
     4.2  Supplemental Contributions                             7
     4.3  Conversion Account                                     7
     4.4  Deferred IR Stock Award Account                        7


SECTION 5 - ACCOUNTS AND VALUATIONS

     5.1  Deferral Accounts                                      8
     5.2  Supplemental Contribution Accounts                     9
     5.3  IR Stock Accounts                                      9
     5.4  Deferred IR Stock Award Amount                         11
     5.5  Deferred Amounts upon Termination of the Retirement
          Plan                                                   12
     5.6  Conversion of Deferred Compensation Account Balances   12
     5.7  Valuation of Account Balance in Event of Change in
          Control                                                13
     5.8  Changes in Capitalization                              13
     5.9  Accounts are Boookkeeping Entries                      13

SECTION 6 - DISTRIBUTON OF ACCOUNTS

     6.1  Termination, Retirement and Death                      15
     6.2  Scheduled Distributions                                16
     6.3  Form of Payments of IR Stock                           18
     6.4  Change in Control                                      18
     6.5  Taxes; Withholding                                     20

SECTION 7 - BENEFICIARY DESIGNATION                              21

SECTION 8 - AMENDMENT AND TERMINATION OF PLAN

     8.1  Amendment                                              22
     8.2  Termination of Plan                                    22

SECTION 9 - MISCELLANEOUS

     9.1  Unsecured General Creditor                             23
     9.2  Entire Agreement; Successors                           23
     9.3  Non-Assignability                                      23
     9.4  Authorization and Source of Shares                     24
     9.5  Singular and Plural                                    24
     9.6  Captions                                               24
     9.7  Applicable Law                                         24
     9.8  Severability                                           24

     IR Director Deferred Compensation and Stock Award Plan
        As Amended and Restated Effective January 1, 2001


                            SECTION 1

                      STATEMENT OF PURPOSE

     The  purpose  of  the IR Director Deferred Compensation and
     Stock  Award  Plan (the "Plan") is to further  increase  the
     mutuality  of  interest between Ingersoll-Rand Company  (the
     "Company"),  its  non-employee members of the  Board  ("Non-
     employee Directors") and stockholders by providing its  Non-
     employee Directors the opportunity to elect to defer receipt
     of  cash  compensation.  The Plan, originally known  as  the
     Ingersoll-Rand  Company Directors Deferred Compensation  and
     Stock  Award Plan, became effective on January 1,  1997  and
     was amended and restated effective January 1, 2001.

                            SECTION 2

                           DEFINITIONS

     2.1  "Account Balance" means, for each Plan Year, a credit on
          the  records  of the Company equal to the  sum  of  the
          value of a Participant's Deferral Account, Supplemental
          Contribution Account and IR Stock Account for such Plan
          Year.  The Account Balance shall be a bookkeeping entry
          only  and shall be utilized solely as a device for  the
          measurement and determination of the amounts to be paid
          in  cash  or IR Stock, as applicable, to a Participant,
          or   to   the   Participant's  designated  Beneficiary,
          pursuant to the Plan.

     2.2  "Beneficiary"  means the person or persons designated  as
          such in accordance with Section 7.

     2.3  "Beneficiary Designation Form" means the form established
          from  time  to  time by the Company that a  Participant
          completes  and returns to the Secretary of the  Company
          to designate one or more Beneficiaries.

     2.4  "Board" means the Board of Directors of the Company.

     2.5  "Conversion  Account" means the sum of all of the  shares
          of  IR  Stock  credited  to a Participant  pursuant  to
          Section 5.6.

     2.6  "Deferral Account" means, for each Plan Year, (i) the sum
          of  all of a Participant's Deferral Amounts, plus  (ii)
          amounts  credited in accordance with all the applicable
          crediting  provisions of the Plan that  relate  to  the
          Participant's   Deferral  Account,   less   (iii)   all
          distributions  made  to  the  Participant  or  to   the
          Participant's  Beneficiary pursuant to  the  Plan  that
          relate to the Participant's Deferral Account.

     2.7  "Deferral  Amount"  means  the amount  of  Fees actually
          deferred under the Plan by the Participant pursuant  to
          Section 3 for any one Plan Year.

     2.8  "Deferred  IR Stock Award Account" means, for  each Plan
          Year,  the sum of all of a Participant's deferred stock
          award  amounts  pursuant to Section  5.4  and  deferred
          amounts   upon  termination  of  the  retirement   plan
          pursuant to Section 5.5.

     2.9  "Election Form" means the form or forms established from
          time   to  time  by  the  Company  that  a  Participant
          completes,  signs and returns to the Secretary  of  the
          Company  to  make  an  election  under  the  Plan.   An
          Election  Form also includes any other method  approved
          by  the  Company that a Participant may use to make  an
          election  under  the  Plan.  The terms  and  conditions
          specified  in the Election Form(s) are incorporated  by
          reference herein and form a part of the Plan.  If there
          is  a  conflict between the Election Form and the Plan,
          the terms of the Plan shall control and govern.

     2.10 "Fees"  means retainer and meeting fees payable to  Non-
          employee Directors.

     2.11 "Investment  Option  Subaccounts"  means  the   separate
          subaccounts, each of which corresponds to an investment
          option  elected by the Participant with  respect  to  a
          Participant's Deferral Accounts.

     2.12 "IR Stock" means the common stock of the Company.

     2.13 "IR  Stock Account" means, for each Plan Year,  (i) the
          sum of all of a Participant's Deferral Amounts that are
          deemed  to  be invested in IR Stock, plus (ii)  amounts
          credited   in   accordance  with  all  the   applicable
          crediting  provisions of the Plan that  relate  to  the
          Participant's   IR  Stock  Account,  less   (iii)   all
          distributions  made  to  the  Participant  or  to   the
          Participant's  Beneficiary pursuant to  the  Plan  that
          relate to the Participant's IR Stock Account.

     2.14 "Participant"    means    a    Non-employee   Director
          participating  in  the  Plan  in  accordance  with  the
          provisions of Section 3.

     2.15 "Plan Year" means a calendar year.

     2.16 "Retirement"  means  retirement in accordance  with the
          Board's retirement policy for Non-employee Directors.

     2.17 "Return"  means, for each investment option,  an amount
          equal  to the net investment return (including  changes
          in  value  and distributions) for each such  investment
          option during each business day.

     2.18 "Supplemental  Contribution" means an additional amount
          to   be   credited  to  a  Participant's   Supplemental
          Contribution Account equal to twenty percent  (20%)  of
          the Participant's Fees that are deferred under the Plan
          for a Plan Year.

     2.19 "Supplemental Contribution Account" means, for each Plan
          Year,   (i)   the   sum  of  all  of  a   Participant's
          Supplemental Contributions, plus (ii) amounts  credited
          in   accordance  with  all  the  applicable   crediting
          provisions of the Plan that relate to the Participant's
          Supplemental  Contribution  Account,  less  (iii)   all
          distributions  made  to  the  Participant  or  to   the
          Participant's  Beneficiary pursuant to  the  Plan  that
          relate  to  the Participant's Supplemental Contribution
          Account.

     2.20 "Trust"  means the IR Grantor Trust Agreement, dated as
          of  January 1, 2001 between the Company and the trustee
          named therein, as amended from time to time.

                              SECTION 3

    PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

     3.1  Participation   and   Deferral  Election.    Non-employee
          Directors  may elect to participate in the Plan  for  a
          given Plan Year by filing a completed Election Form for
          the Plan Year in the manner prescribed by the Secretary
          of  the  Company.  The Election Form must  specify  the
          percentage  or  dollar amount of  any  Deferral  Amount
          otherwise  payable during such Plan Year that  will  be
          deferred  under the Plan.  Notwithstanding anything  to
          the contrary, at the Non-employee Director's direction,
          an election to participate in the Plan for a given Plan
          Year may continue from Plan Year to Plan Year unless  a
          written  request to modify or terminate  that  election
          for  a  subsequent period is submitted to the Secretary
          of  the Company on or before the date 15 days prior  to
          the   beginning  of  the  subsequent  Plan  Year.   Any
          election to defer a Deferral Amount is irrevocable upon
          the  filing of the Election Form, and must be  properly
          completed  and  filed  no later than  the  November  30
          immediately preceding such Plan Year, or, with  respect
          to  a  new  Non-employee Director, before the effective
          date of his or her election to the Board, or such other
          date  as  the Secretary of the Company may specify.   A
          Non-employee  Director who fails  to  file  a  properly
          completed Election Form by such date will be ineligible
          to  defer  a  Deferral Amount under the  Plan  for  the
          following  Plan  Year.  In addition,  the  Company  may
          establish  from  time  to time  such  other  enrollment
          requirements as it determines are necessary or proper.

          If  the  Company  determines  in  good  faith  that a
          Participant  no  longer  qualifies  as  a  Non-employee
          Director,  the  Company shall have  the  right  to  (i)
          terminate  any  deferral election the  Participant  has
          made  for  the remainder of the Plan Year in which  the
          Participant's membership status changes,  (ii)  prevent
          the  Participant from making future deferral  elections
          and/or  (iii)  immediately distribute the Participant's
          then  vested  Account Balances, Conversion Account  and
          Deferred  IR  Stock  Award Account  and  terminate  the
          Participant's participation in the Plan.

     3.2  Investment   Election.   In  accordance  with  procedures
          established  by  the  Company,  prior  to  the  time  a
          Participant's  Deferral  Amounts  are  credited  to   a
          Participant's Deferral Account pursuant to Section 5.1,
          the  Participant shall designate, on an Election  Form,
          the   types   of  investment  options  in   which   the
          Participant's  Deferral Amounts will be  deemed  to  be
          invested  for  purposes of determining  the  amount  of
          earnings  to be credited to the Participant's  Deferral
          Account and, with respect to Deferral Amounts that  are
          designated  by  the  Participant to  be  deemed  to  be
          invested in IR Stock, the IR Stock Account.

          Subject  to  Section  5.3, in making  the  designations
          pursuant  to this Section, the Participant may  specify
          that  all  or any portion of the Participant's Deferral
          Amount  be  deemed to be invested, in whole  percentage
          increments,  in one or more of the types of  investment
          options  provided  under the Plan.  A  Participant  may
          change  the  designation made under this  Section  with
          respect  to  prior  and/or future Deferral  Amounts  by
          filing  an  Election  Form  no  later  than  the   time
          specified  by  the  Secretary of  the  Company,  to  be
          effective as of the first business day of the following
          month.   If  a  Participant fails to elect  a  type  of
          investment option under this Section, he or  she  shall
          be   deemed  to  have  elected  the  investment  option
          designated  by  the  Company as the default  investment
          option.

                                 SECTION 4

                                  VESTING

     4.1  Deferral Amounts.  A Participant shall be fully vested in
          his or her Deferral Account.

     4.2  Supplemental Contributions.  A Participant shall vest in
          his  or  her Supplemental Contribution Account  on  the
          earliest of: (i) the fifth anniversary of the date  the
          Supplemental   Contribution   is   credited   to    the
          Participant's  Supplemental Contribution Account;  (ii)
          the  date of the Participant's cessation of service  on
          the  Board  by reason of Retirement or death;  (iii)  a
          Change  in Control pursuant to Section 6.4; or  (iv)  a
          termination of the Plan pursuant to Section 8.2.

     4.3  Conversion Account.  A Participant shall be fully vested
          in his or her Conversion Account.

     4.4  Deferred IR Stock Award Account.  A Participant shall be
          fully  vested  in his or her Deferred  IR  Stock  Award
          Account.
                                SECTION 5

                        ACCOUNTS AND VALUATIONS

     5.1  Deferral  Accounts.  The  Company  shall  establish and
          maintain   a   separate  Deferral  Account   for   each
          Participant for each Plan Year.  All Deferral  Amounts,
          other  than  Deferral Amounts that are deemed,  at  the
          Participant's  election, to be  invested  in  IR  Stock
          shall be credited to the Participant's Deferral Account
          on the date when the Deferral Amount would otherwise be
          paid to the Participant.  All Deferral Amounts that are
          deemed,  at the Participant's election, to be  invested
          in  IR Stock shall be credited to the Participant's  IR
          Stock Account as described in Section 5.3.

          Each  Participant's Deferral Accounts shall be divided
          into  Investment  Option Subaccounts.  A  Participant's
          Deferral Accounts shall be credited as follows:

          (a)  On the day a Deferral Amount is credited to a
               Participant's Deferral Account, the Administrative
               Committee shall credit the Investment Option Subaccounts
               of the Participant's Deferral Account with an amount
               equal to the Participant's Deferral Amount in accordance
               with the Participant's Election Form; that is, the
               portion of the Participant's Deferral Amount that the
               Participant has elected to be deemed to be invested in a
               certain type of investment option shall be credited to
               the Investment Option Subaccount corresponding to that
               investment option, and

          (b)  Each business day, each Investment Option Subaccount of
               a Participant's Deferral Account shall be adjusted
               for earnings or losses in an amount equal to that
               determined by multiplying the balance credited to such
               Investment Option Subaccount as of the prior day plus
               contributions credited that day to the Investment Option
               Subaccount by the Return for the corresponding investment
               option selected by the Company.

     5.2  Supplemental  Contribution Accounts.  The  Company shall
          establish   and   maintain  a   separate   Supplemental
          Contribution  Account  for  each  Plan  Year  for  each
          Participant  who  receives a Supplemental  Contribution
          for  such  Plan  Year.  All Supplemental  Contributions
          shall  be  credited  to the Participant's  Supplemental
          Contribution  Account  on  the  same  date   that   the
          Participant's   Deferral   Amount   for    which    the
          Supplemental Contribution is being made is credited  to
          the  Participant's Deferral Account pursuant to Section
          5.1.   Notwithstanding  anything  to  the  contrary,  a
          Participant   may  not  designate  the  investment   of
          Supplemental  Contributions and all of a  Participant's
          Supplemental  Contributions  shall  be  deemed  to   be
          invested in, and shall remain deemed to be invested in,
          IR Stock in the Participant's Supplemental Contribution
          Account until distributed from the Plan.

          All  Supplemental Contributions shall be credited to a
          Participant's  Supplemental  Contribution  Account  in
          units  or  fractional units.  The value  of  each  unit
          shall  be determined each business day and shall  equal
          the  closing price of one share of IR Stock on the  New
          York  Stock Exchange-Composite Tape.  On each date that
          Supplemental   Contributions   are   credited   to    a
          Participant's  Supplemental Contribution  Account,  the
          number  of units to be credited shall be determined  by
          dividing  the amount of such Supplemental Contributions
          by the value of a unit on such date.

          Dividends  paid  on IR Stock shall be  reflected  in  a
          Participant's Supplemental Contribution Account by  the
          crediting  of  additional units  or  fractional  units.
          Such  additional units or fractional units shall  equal
          the value of the dividends based upon the closing price
          of one share of IR Stock on the New York Stock Exchange-
          Composite Tape on the date such dividends are paid.

     5.3  IR  Stock  Accounts.  The  Company  shall  establish and
          maintain a separate IR Stock Account for each Plan Year
          for  each  Participant who elects  to  have  all  or  a
          portion  of his of her Deferral Amounts for  such  Plan
          Year  invested in IR Stock.  All Deferral Amounts  that
          are  deemed,  at  the  Participant's  election,  to  be
          invested  in  IR  Stock  shall  be  credited   to   the
          Participant's  IR Stock Account on the  date  when  the
          Deferral  Amount  would  otherwise  be  paid   to   the
          Participant.  Notwithstanding anything to the contrary,
          IR  Stock credited to a Participant's IR Stock  Account
          may  not be designated by the Participant to be  deemed
          to be invested in any other investment option and shall
          remain  invested in IR Stock in such IR  Stock  Account
          until  distributed from the Plan.  A  Participant's  IR
          Stock Accounts shall be credited as follows:

          (a)  On  the  day  a  Deferral Amount is  credited to a
               Participant's IR Stock Account, the Company  shall
               credit  the IR Stock Account with an amount  equal
               to the Participant's Deferral Amount.

          (b)  All  Deferral  Amounts deemed to be invested in IR
               Stock   in   accordance  with  the   Participant's
               Election Form shall be credited to a Participant's
               IR  Stock  Account  in units or fractional  units.
               The  value  of each unit shall be determined  each
               business day and shall equal the closing price  of
               one  share  of  IR  Stock on the  New  York  Stock
               Exchange-Composite  Tape.   On  each   date   that
               Deferral Amounts are credited to the Participant's
               IR  Stock  Account,  the number  of  units  to  be
               credited  shall  be  determined  by  dividing  the
               amount of such Deferral Amounts by the value of  a
               unit on such date.

               Dividends paid on IR Stock shall be reflected in a
               Participant's IR Stock Account by the crediting of
               additional   units  or  fractional  units.    Such
               additional  units or fractional units shall  equal
               the  value of the dividends based upon the closing
               price  of  one share of IR Stock on the  New  York
               Stock  Exchange-Composite Tape on  the  date  such
               dividends are paid.

     5.4  Deferred   IR   Stock  Award  Amount.  Each  Non-employee
          Director shall receive an annual award on the  date  of
          the  first  Board meeting after each annual meeting  of
          shareholders in the form of a promise by the Company to
          deliver 600 shares of IR Stock, or such other amount as
          may  from time to time be established by resolution  of
          the  Board.  Annual awards of shares of IR Stock  shall
          be  credited to the Deferred IR Stock Award Account  of
          each Non-employee.

          A  Participant's Deferred IR Stock Award Accounts shall
          be credited as follows:

          (a)  On  the  day an annual award of IR Stock is credited
               to   a   Participant's  Deferred  IR  Stock  Award
               Account, the Company shall credit the Deferred  IR
               Stock  Award Account with an amount equal  to  the
               Participant's annual award of IR Stock.

          (b)  All  awards of IR Stock pursuant to this Section and
               amounts credited pursuant to Section 5.5 shall  be
               credited  to  a  Participant's Deferred  IR  Stock
               Award  Account in units or fractional units.   The
               value  of  each  unit  shall  be  determined  each
               business day and shall equal the closing price  of
               one  share  of  IR  Stock on the  New  York  Stock
               Exchange-Composite Tape.  On each date that awards
               of  IR  Stock  are  credited to the  Participant's
               Deferred  IR  Stock Award Account, the  number  of
               units  to  be  credited  shall  be  determined  by
               dividing  the amount of such IR Stock  awarded  by
               the value of a unit on such date.

          Dividends  paid  on IR Stock shall be  reflected  in a
          Participant's  Deferred IR Stock Award Account  by  the
          crediting  of  additional units  or  fractional  units.
          Such  additional units or fractional units shall  equal
          the value of the dividends based upon the closing price
          of one share of IR Stock on the New York Stock Exchange-
          Composite Tape on the date such dividends are paid.

     5.5  Deferred  Amounts  upon  Termination  of  the  Retirement
          Plan.  The shares of IR Stock credited to the  deferred
          compensation  accounts (such crediting having  occurred
          prior to the Plan's amendment and restatement effective
          January 1, 2001) of the Non-employee Directors pursuant
          to  the resolutions adopted by the Board on November 6,
          1996,  with  respect to the elimination  of  retirement
          payments to Non-employee Directors shall be credited to
          the  Deferred  IR  Stock Award  Account  of  each  Non-
          Employee Director as of January 1, 2001.

     5.6  Conversion of Deferred Compensation Account Balances. A
          Non-employee Director's cash balance in the deferred
          compensation program as of December 31, 1996 was transferred
          to an equivalent balance in the Plan as of January 1, 1997.
          Such balance was equal to the number of shares of IR Stock,
          including fractions, which could have been purchased with
          such cash account balance on January 2, 1997 at the mean of
          the high and low prices of a share of IR Stock on the New York
          Stock Exchange - Composite Tape on such date, provided that
          if no sales of shares of IR Stock were made on the New York
          Stock Exchange on that date, the mean of the high and low
          prices reported for the preceding day on which sales of shares
          of IR Stock were made on the New York Stock Exchange.

          A  Non-employee Director's balance, as such balance  is
          described in the previous paragraph, shall be  credited
          to the Non-employee Director's Conversion Account as of
          January  1,  2001  in units or fractional  units.   The
          value  of  each unit shall be determined each  business
          day  and shall equal the closing price of one share  of
          IR Stock on the New York Stock Exchange-Composite Tape.

          Dividends paid on IR Stock shall be reflected in a Non-
          employee Director's Conversion Account by the crediting
          of   additional  units  or  fractional   units.    Such
          additional  units or fractional units shall  equal  the
          value of the dividends based upon the closing price  of
          one  share  of IR Stock on the New York Stock Exchange-
          Composite Tape on the date such dividends are paid.

     5.7  Valuation  of  Account  Balance in  Event  of  Change in
          Control.  In the event of a Change in Control  pursuant
          to  Section 6.4, the value of each IR Stock unit deemed
          to  be  invested in each IR Stock Account, Supplemental
          Contribution  Account, Conversion Account and  Deferred
          IR  Stock  Award Account shall be equal to the  highest
          Fair  Market  Value  (as such term is  defined  in  the
          Company's Incentive Stock Plan of 1998) of one share of
          IR Stock during the 60 days preceding the date on which
          the Change in Control occurs.

          In the event of a Change in Control pursuant to Section
          6.4, the value of a Participant's Account Balances  for
          all  investment  options other than IR Stock  shall  be
          determined as of the end of the month during which  the
          Change in Control occurs.

     5.8  Changes in Capitalization. If there is any change in the
          number  or  class  of shares of IR  Stock  through  the
          declaration  of a stock dividend or other extraordinary
          dividends,  or  recapitalization  resulting  in   stock
          splits, or combinations or exchanges of such shares  or
          in  the  event  of similar corporate transactions,  the
          units   in   each   Participant's  IR  Stock   Account,
          Supplemental  Contribution Account, Conversion  Account
          and  Deferred IR Stock Award Account shall be equitably
          adjusted  to reflect any such change in the  number  or
          class  of issued shares of IR Stock or to reflect  such
          similar corporate transaction.

     5.9  Accounts are Bookkeeping Entries. Notwithstanding any
          other provision of the Plan that may be interpreted to
          the contrary, the investment options, including IR Stock,
          are to be used for measurement purposes only, and a
          Participant's election of any such investment option, the
          allocation to his or her Account Balances, Conversion Account
          and Deferred IR Stock Award Account thereto, the calculation
          of additional amounts and the crediting or debiting of such
          amounts to a Participant's Account Balances, Conversion Account
          and Deferred IR Stock Award Account shall not be considered or
          construed in any manner as an actual investment in any such
          investment option.  In the event that the Company or
          the trustee of the Trust, in its own discretion, decides to
          invest funds in any or all of the investment options, no
          Participant shall have any rights in or to such investments
          themselves.  Without limiting the foregoing, a Participant's
          Account Balances, Conversion Account and Deferred IR Stock
          Award Account shall at all times be a bookkeeping entry only
          and shall not represent any investment made on the Participant's
          behalf by the Company or the Trust.  The Participant shall at
          all times remain an unsecured creditor of the Company.

                                   SECTION 6

                           DISTRIBUTION OF ACCOUNTS

     6.1  Termination,  Retirement and Death.   A  Participant who
          terminates as a member of the Board, reaches Retirement
          or  dies  shall  be  paid  his or  her  vested  Account
          Balances,  Conversion  Account and  Deferred  IR  Stock
          Award Account (and after his or her death to his or her
          Beneficiary) in annual installments over ten (10) years
          beginning  as  soon as administratively practicable  in
          the   year  following  the  Participant's  termination,
          Retirement or death unless an optional form of  benefit
          payment   is  elected  in  accordance  with  the   next
          sentence.  For each Plan Year's Account Balance and for
          his  or  her Conversion Account and Deferred  IR  Stock
          Award  Account  the Participant may elect  an  optional
          form of benefit payment from among the following:

               (1)  A lump sum distribution to be paid as soon as
                    administratively practicable in the year following
                    the Participant's termination, Retirement or death;
               (2)  Annual installments over five (5) years commencing
                    as soon as administratively practicable in the year
                    following the Participant's termination, Retirement
                    or death;
               (3)  Annual installments over fifteen (15) years commencing
                    as soon as administratively practicable in the year
                    following the Participant's termination, Retirement
                    or death; and
               (4)  A lump sum distribution which shall be paid as soon as
                    administratively practicable in the year specified by
                    the Participant on the Election Form.  Such specified
                    time shall be no less than one (1) year and no more
                    than five (5) years following termination, Retirement
                    or death.

          A Participant may elect, on an Election Form, to change
          the  form  and/or extend the timing of  a  distribution
          under  this  Section  that he  or  she  has  previously
          elected  to  any  other  form of distribution  or  time
          permitted  under this Section, provided  that  no  such
          election shall be effective unless it is made at  least
          one  (1)  year  before  the Participant's  termination,
          Retirement or death, as applicable.

          In   the   event   of  the  Participant's  termination,
          Retirement or death prior to the elected date  for  one
          or  more  scheduled distributions pursuant  to  Section
          6.2,  the portion of the Participant's Account  Balance
          associated with such distribution(s) shall be  paid  to
          the  Participant (and after his or her death to his  or
          her  Beneficiary) in the same form as  elected  by  the
          Participant under this Section.

          Notwithstanding  any  provision  of  the  Plan  to  the
          contrary,  if  a  Participant terminates,  has  reached
          Retirement  or dies while receiving annual installments
          pursuant to Section 6.2, such annual installments shall
          continue  to be paid to the Participant (and after  his
          or  her  death to his or her Beneficiary) in  the  same
          manner   as  if  the  Participant  had  not  terminated
          employment, reached Retirement or died.

          All distributions under this Section shall be made on a
          pro rata basis from the Participant's Account Balances,
          Conversion   Account  and  Deferred  IR   Stock   Award
          Accounts.

     6.2  Scheduled Distributions.  A Participant may elect, on an
          Election  Form, to receive a distribution of all  or  a
          portion  of  his or her Deferral Account and  IR  Stock
          Account  with respect to a Plan Year(s) while  still  a
          Non-employee Director.  A Participant's election for  a
          distribution under this Section shall be permitted only
          if  the  date  specified on the Election  Form  by  the
          Participant for such distribution (in the  event  of  a
          lump sum) or the commencement of such distribution  (in
          the  event  of annual installments) is no earlier  than
          two  (2)  years from the last day of the Plan Year  for
          which  the portion of the Deferral Account and IR Stock
          Account  to  be  distributed is actually  deferred.   A
          Participant may elect, on an Election Form,  to  extend
          the  date for any distribution under this Section  with
          respect to any Plan Year, provided such election occurs
          at  least one year before the date of distribution most
          recently  elected for that Plan Year by the Participant
          and  the extension is for a period of not less than two
          (2)  years after the date of distribution most recently
          elected  for  that  Plan Year by the Participant.   The
          Participant shall have the right to extend the date for
          any  distribution under this Section for  a  Plan  Year
          twice.

          At  the time an election for a distribution under  this
          Section  is made, the Participant shall also elect,  on
          the   Election  Form,  the  form  of  payment  of   the
          distribution.  The Participant shall elect either (i) a
          lump  sum  payment  to  be paid  as  soon  as  soon  as
          administratively practicable in the year  specified  by
          the  Participant on the Election Form  or  (ii)  annual
          installments over two (2), three (3), four (4) or  five
          (5)   years   beginning  as  soon  as  administratively
          practicable in the year specified by the Participant on
          the Election Form.

          A Participant may elect, on an Election Form, to change
          the  form  of payment for any distribution  under  this
          Section  for any Plan Year to any other form of payment
          permitted  under this Section, provided  such  election
          occurs  at  least  one  (1) year  before  the  date  of
          distribution previously elected by the Participant.

          All distributions under this Section shall be made on a
          pro   rata   basis  from  the  Participant's   Deferral
          Account(s) and IR Stock Account(s), as applicable.

     6.3  Form  of  Payments  of IR Stock.  Except as  provided in
          Sections  6.4, all amounts in a Participant's IR  Stock
          Account,  Supplemental Contribution Account, Conversion
          Account and Deferred IR Stock Award Account payable  to
          a  Participant or Beneficiary under the Plan  shall  be
          paid  in IR Stock, with one share distributed for  each
          unit.  All fractional shares shall be payable in cash.

          All distributions from the Plan that are to be paid  in
          a specified number of annual installments shall be paid
          so  that  the  amount  of  each annual  installment  is
          determined  by dividing the total remaining  number  of
          units  in the Participant's Account Balance, Conversion
          Account and Deferred IR Stock Award Account to be  paid
          in  annual  installments, by the  number  of  years  of
          annual installments remaining.

     6.4  Change in Control.  In the event of a Change in Control, as
          defined in this Section, all Account Balances, the Conversion
          Account and the Deferred IR Stock Account shall be valued
          pursuant to Section 5.7, and shall be distributed in cash in a
          lump sum within forty five (45) days following the Change in
          Control.

          For purposes hereof,

          (1)"Affiliate"  shall mean, when  used  to  indicate  a
          relationship  with a specified person,  a  person  that
          directly,   or   indirectly   through   one   or   more
          intermediaries, controls, or is controlled  by,  or  is
          under common control with, such specified person.

          (2)"Associate"  shall mean, when  used  to  indicate a
          relationship   with  a  specified   person,   (a)   any
          corporation,  partnership,  or  other  organization  of
          which  such specified person is an officer or  partner,
          (b)  any  trust or other estate in which such specified
          person has a substantial beneficial interest or  as  to
          which such specified person serves as trustee or  in  a
          similar fiduciary capacity, (c) any relative or  spouse
          of  such  specified  person, or any  relative  of  such
          spouse  who has the same home as such specified person,
          or  who is a Director or officer of the Company or  any
          of  its parents or subsidiaries, and (d) any person who
          is  a  director, officer, or partner of such  specified
          person or of any corporation (other than the Company or
          any    wholly-owned   subsidiary   of   the   Company),
          partnership  or other entity which is an  Affiliate  of
          such specified person.

          (3)"Beneficial  Owner" shall have the same  meaning  as
          such term is defined by Rule 13d-3 under the Securities
          Exchange Act of 1934 (or any successor provision at the
          time   in   effect);   provided,  however,   that   any
          individual,     corporation,    partnership,     group,
          association,  or other person or entity which  has  the
          right  to  acquire  any  of the  Company's  outstanding
          securities  entitled to vote generally in the  election
          of  directors  at any time in the future, whether  such
          right  is  contingent  or  absolute,  pursuant  to  any
          agreement,  arrangement,  or  understanding   or   upon
          exercise of conversion rights, warrants or options,  or
          otherwise, shall be deemed the Beneficial Owner of such
          securities.
          (4)"Change in Control" shall mean the occurrence of
          either of the following:

               (a)any   individual,   corporation,   partnership,
          group,  association or other person or entity, together
          with  its  Affiliates  and  Associates  (other  than  a
          trustee or other fiduciary holding securities under  an
          employee  benefit plan of the Company), is  or  becomes
          the  Beneficial  Owner  of securities  of  the  Company
          representing 20 percent or more of the combined  voting
          power  of  the  Company's  then outstanding  securities
          entitled   to   vote  generally  in  the  election   of
          directors,   unless  a  majority  of   the   Continuing
          Directors determines in their sole discretion that, for
          purposes  of  this Plan, a Change in  Control  has  not
          occurred;

               (b)the Continuing Directors shall at any time fail
          to  constitute a majority of the members of the  Board;
          or

               (c)any  sale,  lease, exchange or  other  transfer
          (in   one   transaction   or  a   series   of   related
          transactions)  of  all, or substantially  all,  of  the
          assets  of  the  Company, other than any  sale,  lease,
          exchange  or  other transfer to any  person  or  entity
          where  the  Company  owns, directly or  indirectly,  at
          least  80  percent of the outstanding voting securities
          of such person or entity after any such transfer.

          (5)"Continuing  Director" shall  mean  a  Director  who
          either  was a member of the Board on April 24, 1998  or
          who  became  a member of the Board subsequent  to  such
          date and whose election, or nomination for election  by
          the  Company's shareholders, was Duly Approved  by  the
          Continuing Directors of the Board at the time  of  such
          nomination or election, either by a specific vote or by
          approval  of the proxy statement issued by the  Company
          on behalf of the Board in which such person is named as
          a  nominee  for  Director, provided, however,  that  no
          individual shall be considered a Continuing Director if
          such individual initially assumed office as a result of
          either  an actual or threatened "Election Contest"  (as
          described   in  Rule  14a-11  promulgated   under   the
          Securities Exchange Act of 1934, as amended)  or  other
          actual   or  threatened  solicitation  of  proxies   or
          consents  other than by or on behalf of  the  Board  (a
          "Proxy  Contest"), including by reason of any agreement
          intended  to  avoid or settle any Election  Contest  or
          Proxy Contest.

          (6)"Duly  Approved by the Continuing  Directors"  shall
          mean  an  action approved by the vote  of  at  least  a
          majority of the Continuing Directors then on the Board,
          except,  if  the votes of such Continuing Directors  in
          favor   of   such  action  would  be  insufficient   to
          constitute an act of the Board if a vote by all of  its
          members  were to have been taken, then such term  shall
          mean  an action approved by the unanimous vote  of  the
          Continuing Directors then on the Board so long as there
          are at least three Continuing Directors on the Board at
          the time of such unanimous vote.

     6.5  Taxes;  Withholding.  To the extent required by law, the
          Company,  or  the trustee of the Trust, shall  withhold
          from  payments  made hereunder an amount  equal  to  at
          least the minimum taxes required to be withheld by  the
          federal  or any state or local government.  The  amount
          to be withheld and the manner in which amounts shall be
          withheld shall be determined in the sole discretion  of
          the Company or the trustee of the Trust.

                                 SECTION 7

                         BENEFICIARY DESIGNATION

     A   Participant  shall  have  the  right  to   designate  a
     Beneficiary(ies)   to  receive  the  Participant's   Account
     Balances,  Conversion Account and Deferred  IR  Stock  Award
     Account in the event the Participant dies prior to receiving
     all  of his or her Account Balances, Conversion Account  and
     Deferred  IR Stock Award Account.  A Beneficiary designation
     shall  be  made,  and may be amended at  any  time,  by  the
     Participant  by  filing  a  written  designation  with   the
     Secretary  of  the Company, on such form and  in  accordance
     with  such  procedures as the Company shall  establish  from
     time  to  time.   A  Participant may change  the  designated
     Beneficiary  under this Plan at any time by  providing  such
     designation in writing to the Secretary of the Company.

     If  a Participant fails to designate a Beneficiary(ies),  or
     if  all designated Beneficiaries predecease the Participant,
     the Participant's Beneficiary(ies) shall be deemed to be the
     Participant's estate.  If the Company is unable to determine
     a   Participant's  Beneficiary  or  if  any  dispute  arises
     concerning a Participant's Beneficiary, the Company may  pay
     benefits  to  the Participant's estate.  Upon such  payment,
     the Company shall have no further liability hereunder.

     If any distribution to a Beneficiary is to be made in annual
     installments, and the Beneficiary dies before receiving  all
     such  installments, the value of the remaining installments,
     if any, shall be paid to the estate of the Beneficiary in  a
     lump sum.

                                 SECTION 8

                     AMENDMENT AND TERMINATION OF PLAN

     8.1  Amendment.   The Plan may, at any time and from  time to
          time, be amended without the consent of any Participant
          or   Beneficiary,  by  the  Board  (or  an   authorized
          Committee  of  the Board); provided, however,  that  no
          amendment  shall reduce any benefits accrued under  the
          terms of the Plan prior to the date of amendment.

     8.2  Termination of Plan

          a.   Company's  Right  to  Terminate.  The  Board  (or an
               authorized  Committee of the Board) may  terminate
               the Plan at any time and for any reason.

          b.   Payments  Upon Termination.  Upon any termination
               of the  Plan  under this Section, Fees,  Supplemental
               Contributions and stock awards pursuant to Section
               5.4  shall prospectively cease to be deferred and,
               with   respect  to  all  such  amounts  previously
               deferred,   the   Company   shall   pay   to   the
               Participant,  in  a  lump  sum,  unless  otherwise
               provided  by the Board at the time of termination,
               as soon as administratively practicable, the value
               of  the Participant's Account Balances, Conversion
               Account and Deferred IR Stock Award Accounts.

                                  SECTION 9

                                MISCELLANEOUS

     9.1  Unsecured  General  Creditor.  Benefits  under  the Plan
          shall  be  payable by the Company out  of  its  general
          funds.  The Company shall have the right to establish a
          reserve  or  make  any investment for the  purposes  of
          satisfying  its  obligations hereunder for  payment  of
          benefits at its discretion, provided, however, that  no
          Participant  or Beneficiary shall have any interest  in
          such  investment  or reserve.  To the extent  that  any
          person acquires a right to receive benefits under  this
          Plan, such rights shall be no greater than the right of
          any  unsecured  general creditor of  the  Company.   No
          Participant shall have any of the rights or  privileges
          of  a  stockholder  of  the  Company  under  the  Plan,
          including as a result of the crediting of units to  the
          Participant's    IR    Stock   Account,    Supplemental
          Contribution Account, Conversion Account or Deferred IR
          Stock   Award   Account,  except  at   such   time   as
          distribution is actually made from the Participant's IR
          Stock   Account,  Supplemental  Contribution   Account,
          Conversion Account or Deferred IR Stock Award  Account,
          as applicable.

     9.2  Entire  Agreement; Successors.  The Plan,  including  the
          Election  Form and any subsequently adopted  amendments
          to  the  Plan  or  Election Form, shall constitute  the
          entire  agreement or contract between the  Company  and
          any  Participant  regarding this Plan.   There  are  no
          covenants,   promises,   agreements,   conditions    or
          understandings,  either oral or  written,  between  the
          Company  and  any Participant relating to the  subject,
          matter hereof, other than those set forth herein.  This
          Plan  and any amendment hereof shall be binding on  the
          Company  and  the  Participants and,  their  respective
          heirs,   administrators,   trustees,   successors   and
          assigns,  including but not limited to, any  successors
          of the Company by merger, consolidation or otherwise by
          operation  of  law, and on all designated Beneficiaries
          of the Participant.

     9.3  Non-Assignability.  To the extent permitted by  law, the
          right  of  any  Participant or any Beneficiary  in  any
          benefit hereunder shall not be subject to attachment or
          any   other  legal  process  for  the  debts  of   such
          Participant or Beneficiary; nor shall any such  benefit
          be subject to anticipation, alienation, sale, transfer,
          assignment or encumbrance.

     9.4  Authorization and Source of Shares.  Shares of  IR Stock
          necessary to meet the obligations of the Plan have been
          reserved and authorized pursuant to resolutions adopted
          by the Board on December 4, 1996, and additional shares
          of  IR  Stock  shall  be reserved  and  authorized  for
          delivery  under  the  Plan from time  to  time.   These
          shares of IR Stock may be provided from newly-issued or
          treasury shares.

     9.5  Singular  and  Plural.  As the context may  require, the
          singular  may be read as the plural and the  plural  as
          the singular.

     9.6  Captions.   The  captions to the articles, sections, and
          paragraphs  of this Plan are for convenience  only  and
          shall not control or affect the meaning or construction
          of any of its provisions.

     9.7  Applicable   Law.   This  Plan  shall  be  governed  and
          construed in accordance with the laws of the  State  of
          New Jersey.

     9.8  Severability.  If any provisions of this Plan shall, to any
          extent, be invalid or unenforceable, the remainder of this Plan
          shall not be affected thereby, and each provision of this Plan
          shall be valid and enforceable to the fullest extent permitted by
          law.

IN  WITNESS  WHEREOF, the Company has caused this  amendment and
restatement  to be executed by its duly authorized representative
as of January 1, 2001.
                           INGERSOLL-RAND COMPANY


                           By: s/s Donald H. Rice
                           Donald H. Rice
                           Senior Vice President
                           Global  Business  Services  and   Human
                           Resources