INGERSOLL-RAND COMPANY
                                
              ELECTED OFFICERS SUPPLEMENTAL PROGRAM
                                
        (As Amended and Restated Effective March 3, 1999)
Introduction

Ingersoll-Rand Company (the "Company") adopted the Ingersoll-Rand
Company  Elected  Officers Supplemental Program  (the  "Program")
effective June 30, 1995 to provide retirement benefits to certain
individuals  employed by the Company in addition to the  benefits
provided  from other qualified and non-qualified plans maintained
by the Company.  This amendment and restatement of the Program is
effective as of March 3, 1999 and supersedes the prior provisions
of the Program.

The Program is intended to be treated as a plan which is unfunded
and  maintained  primarily for the purpose of providing  deferred
compensation  for  a  select  group  of  management   or   highly
compensated   employees  within  the  meaning  of  the   Employee
Retirement Income Security Act of 1974, as amended.

Generally,  the  provisions of the Program as  set  forth  herein
shall  apply only to an Employee who terminates employment on  or
after  March  3, 1999.  The rights and benefits, if  any,  of  an
Employee  who terminated employment prior to March 3, 1999  shall
be determined in accordance with the provisions of the Program in
effect on the date he terminated employment.

                     INGERSOLL-RAND COMPANY
              ELECTED OFFICERS SUPPLEMENTAL PROGRAM
                                
                        TABLE OF CONTENTS
                                
                                
                                                    Page

INTRODUCTION                                          i

ARTICLE 1 - DEFINITIONS

  1.1    Actuarial Equivalent                         1
  1.2    Board                                        1
  1.3    Change in Control                            1
  1.4    Company                                      1
  1.5    Committee                                    1
  1.6    Deferral Plan                                1
  1.7    Elected Officer                              1
  1.8    Employee                                     1
  1.9    Estate Program                               1
  1.10   Final Average Pay                            1
  1.11   Pension Pla                                  2
  1.12   Program                                      2
  1.13   Year of Service                              2

ARTICLE 2 - PARTICIPATION

  2.1    Commencement of Participation                3
  2.2    Duration of Participation                    3

ARTICLE 3 - AMOUNT OF BENEFIT

  3.1    Amount of Benefit                            4

ARTICLE 4 - VESTING

  4.1    Vesting                                      5
  4.2    Forfeiture for Cause                         5

ARTICLE 5 - DISTRIBUTIONS

  5.1    Retirement                                   6
  5.2    Form of Distribution                         7
  5.3    Disability                                   7
  5.4    Death                                        8
  5.5    Payment of Benefits                          8

ARTICLE 6 - FUNDING

  6.1    Funding                                      9
  6.2    Company Obligation                           9

ARTICLE 7 - CHANGE IN CONTROL

  7.1    Contributions to Trust                      10
  7.2    Amendments                                  10

ARTICLE 8 - MISCELLANEOUS

  8.1    Amendment and Termination                   11
  8.2    No Contract of Employment                   11
  8.3    Withholding                                 11
  8.4    Loans                                       11
  8.5    Compensation and Nominating Committee       11
  8.6    Entire Agreement; Successors                12
  8.7    Severability                                12
  8.8    Governing Law                               12
  8.9    Participant as General Creditor             12
  8.10   Nonassignability                            12

APPENDIX A                                           14

                            ARTICLE 1
                                
                           DEFINITIONS

1.1  "Actuarial  Equivalent" means an amount having  equal  value
     when  computed  on  the  basis of  the  1983  Group  Annuity
     Mortality Table (blended) and an interest rate equal to  the
     average   of   the  monthly  rates  for  ten-year   Constant
     Maturities  for US Treasury Securities for the  twelve-month
     period immediately preceding the month prior to the month in
     which  a  determination  of benefit  occurs,  such  rate  as
     published in Federal Reserve statistical release H.15(519).

1.2   "Board"  means  the  Board of Directors  of  Ingersoll-Rand
      Company.

1.3  "Change in Control" shall have the same meaning as such term
     is  defined in the most recent Company Incentive Stock Plan,
     unless  a  different definition is used for  purposes  of  a
     change  in  control  event  in any severance  or  employment
     agreement  between  an Employer and an  Employee,  in  which
     event as to such Employee such definition shall apply.

1.4   "Company" means Ingersoll-Rand Company, and its  successors 
      or assigns.

1.5   "Committee" means the Compensation and Nominating Committee
      of the Board.

1.6  "Deferral  Plan" means the Ingersoll-Rand Company  Executive
     Deferred Compensation and Stock Bonus Plan.

1.7  "Elected  Officer" means an individual elected by the  Board
     as an officer of the Company.

1.8  "Employee"  means an individual eligible to  participate  in
     the Program as provided in Section 2.1.

1.9   "Estate  Program" means the Ingersoll-Rand  Company  Estate
      Enhancement Program.

1.10 "Final Average Pay" means, except as provided in Section 5.3
     for purposes of disability, the sum of the following:
     
     (a)  the  average  of each of the five highest bonus  awards
          (whether  the  awards are paid to the Employee,  are  a
          Deferral  Amount  (as  such  term  is  defined  in  the
          Deferral Plan) or the Employee has elected to forego  a
          bonus award pursuant to the Estate Program) during  the
          six  most  recent  calendar years, including  the  year
          during which the Employee's retirement or death occurs,
          or   a   Change   in  Control  occurs,  but   excluding
          Supplemental Contributions (as such term is defined  in
          the  Deferral  Plan)  or  any  amounts  paid  from  the
          Deferred Compensation Account (as such term is  defined
          in  the  Deferral Plan) or any other account under  the
          Deferral  Plan including, but not limited  to,  amounts
          paid  consisting  of Deferral Amounts and  Supplemental
          Contributions and their earnings, and any amounts  paid
          by the Company pursuant to the Estate Program, and
          
     (b)  the Employee's annualized base salary in effect
          immediately prior to the date of determination.

1.11 "Pension Plan" means the Ingersoll-Rand Pension Plan  Number
     One  as in effect on March 3, 1999 and as amended from  time
     to time.

1.12 "Program" means the Ingersoll-Rand Company Elected  Officers
     Supplemental Program as stated herein and as may be  amended
     from time to time.

1.13 "Year of Service" shall be determined in accordance with the
     provisions of the qualified defined benefit pension  plan(s)
     (as defined below) in which an individual participates while
     an  Employee  that  are applicable to determining  years  of
     vesting  service  under such plan.   For  purposes  of  this
     Section  a  qualified defined benefit pension plan  means  a
     plan  (a)  sponsored by the Company, any domestic entity  in
     which  the Company owns (directly or indirectly)  a  50%  or
     more interest, or any other entity designated by the Company
     and  (b)  which is defined in Section 414(j) of the Internal
     Revenue  Code  of  1986,  as amended.   Notwithstanding  any
     provision  of the Program to the contrary, in the  event  an
     Employee  earns  one  or  more hours  of  service  during  a
     calendar  year, he shall be credited with a Year of  Service
     with respect to such year for purposes of the Program.
     Whenever  the  word "he", "his," or "him"  is  used  in  the
     Program, such word is intended to embrace within its purview
     the word "she" or "her", as may be appropriate.
                                
                            ARTICLE 2
                                
                          PARTICIPATION
                                
2.1  Commencement of Participation

    An   individual  employed  by  the  Company  shall   commence
    participation  in  the  Program  upon  becoming  an   Elected
    Officer of the Company.

2.2  Duration of Participation

    An  Employee  shall continue to participate  in  the  Program
    until  the  earlier of his termination of employment,  death,
    or election to waive the benefit provided under the Program.
                                
                            ARTICLE 3
                                
                        AMOUNT OF BENEFIT

3.1  Amount of Benefit

    An  Employee shall be entitled to receive a benefit under the
    Program equal to (a) minus (b) minus (c) below:
    
     (a)  the product of:

          (i)  his Final Average Pay,

          (ii) his Years of Service (up to a maximum of 35 Years of
               Service), and

          (iii)1.9%

     (b)the amount set forth in Appendix A as attached hereto
     
     (c)the  benefit  he  would  be  entitled  to  receive  under
        Section  5.2  of  the  Program but for  his  election  to
        forego such benefit pursuant to the Estate Program.
                                
                                
                            ARTICLE 4
                                
                             VESTING

4.1 Vesting

     An  Employee  shall  become vested in the  benefit  provided
     under the Program upon the earlier of (i) the attainment  of
     age  55 and the completion of 15 Years of Service, (ii)  the
     attainment  of  age 62, (iii) death, or  (iv)  a  Change  in
     Control.

4.2 Forfeiture for Cause

     All  benefits  for  which  an Employee  would  otherwise  be
     eligible  hereunder may be forfeited, at the  discretion  of
     the  Committee,  prior  to the occurrence  of  a  Change  in
     Control under the following circumstances:

     (a)  The  Employee is discharged by the Company  for  cause,
          which  shall be a breach of the standards set forth  in
          the Ingersoll-Rand Company Code of Conduct; or

     (b)  Determination by the Committee no later than 12  months
          after  termination of employment that the Employee  has
          engaged  in serious or willful misconduct in connection
          with his employment with the Company; or

     (c)  The  Employee (whether while employed or for two  years
          thereafter) without the written consent of the  Company
          is   employed  by,  becomes  associated  with,  renders
          service to, or owns an interest in any business that is
          competitive  with the Company or with any  business  in
          which  the  Company  has  a  substantial  interest   as
          determined by the Committee; provided, however, that an
          Employee may own up to 1% of the publicly traded equity
          securities   of   any  business,  notwithstanding   the
          foregoing.
                                
                            ARTICLE 5
                                
                          DISTRIBUTIONS

5.1  Retirement
     Employee retirement distributions under the Program shall be
     as follows:

     (a)  Normal  Retirement  -  An  Employee  shall  retire  and
          receive  the  benefit under Section 3.1 upon  attaining
          age  62,  provided that the Chief Executive Officer  of
          the  Company  (or  in the case of the  Chief  Executive
          Officer,  the Board) may request an Employee to  remain
          in  the  employ of the Company after the  Employee  has
          attained age 62.
     
     (b)  Early  Retirement  - An Employee may retire  under  the
          Program  at  any  time  after  he  becomes  vested   in
          accordance  with Section 4.1.  In the event he  retires
          before  age  62,  he will receive a benefit  under  the
          Program  in accordance with Section 5.5.  Such  benefit
          shall be equal to the benefit he would have received at
          age 62 under Section 3.1, provided however that:

            (i) the  amount determined under Section 3.1(a)  shall
                be  reduced  by  0.429% for each month  that  the
                benefit commences prior to age 62,

            (ii)the  benefit  offset amount derived from  defined
                contribution  account  balances,   if   any,   as
                identified in the applicable Appendix,  shall  be
                converted   to  immediate  annuities  using   the
                Actuarial  Equivalent as defined in Section  1.1,
                and  shall be based on the Employee's age at date
                of retirement,

           (iii)the benefit offset amount derived from  defined
                benefit plans, as identified in Appendix  A  and
                as  adjusted for retirement at the earliest date
                on  which  the  Employee may  retire  and  begin
                receiving  a benefit under such defined  benefit
                plans and as further adjusted, if necessary,  to
                the  Actuarial Equivalent of the benefit payable
                on   the   date   benefits  under  the   Program
                commence,  shall  be  as  determined  under  the
                applicable  plans irrespective  of  whether  the
                Employee elects to receive a benefit under  such
                plans, and

            (iv)for   years  prior  to  Social  Security   normal
                retirement  age,  the  Social  Security   Primary
                Insurance  Amount shall be reduced  by  the  same
                factors    used    by    the   Social    Security
                Administration to adjust benefits payable at  age
                62  or  later,  and by .3% for  each  month  that
                benefits under the Program commence prior to  age
                62.

     (c)  Late  Retirement - If an Employee retires after age  62
          as  provided under (a) above, he will receive a benefit
          equal to the greater of:
            
            (i) the  benefit determined under Section  3.1  as  of
                his date of retirement, or
            
            (ii)the  benefit  he  would  have  received  had   he
                retired  at  age 62, credited with interest  from
                the  date  he attained age 62 until his  date  of
                retirement.  For  purposes  of  this   subsection
                (ii),  the  interest rate will be  equal  to  the
                rate  of  return earned by the Fixed Income  Fund
                of  the Ingersoll-Rand Company Savings and  Stock
                Investment Plan during such period.

5.2  Form of Distribution

     Benefits  under  the Program shall be payable  solely  in  a
     single lump sum.  The lump sum amount, determined as of  the
     Employee's  date  of  retirement,  shall  be  the  Actuarial
     Equivalent  value of a single life annuity  of  the  benefit
     under  Section 3.1 adjusted, if applicable, to  reflect  the
     provisions  of  Section  5.1.   The  lump  sum  distribution
     determined  under  this Section 5.2 shall be  credited  with
     interest at a rate equal to the rate of return earned by the
     Fixed Income Fund of the Ingersoll-Rand Company Savings  and
     Stock Investment Plan from the Employee's date of retirement
     until the date of distribution.
     
     Notwithstanding the foregoing, an Employee who retires under
     the  Program  and  receives a lump sum  payment  under  this
     Section  5.2  may elect within the 30-day period immediately
     preceding  his  date  of  retirement  to  have  his  benefit
     determined as of his date of retirement using an alternative
     interest  rate.  The  alternative  interest  rate  used   to
     determine the Actuarial Equivalent benefit payable in a lump
     sum shall be the interest rate equal to the 10-Year Treasury
     Note rate as published in The New York Times in the Key Rate
     Table  under the Credit Market Section, or, if such rate  is
     unavailable, as provided by Telerate, in both  cases  as  of
     the  business day immediately preceding the date payment  is
     made  to  the Employee.  In the event an Employee elects  to
     have  his  benefit  determined  under  this  paragraph,   no
     interest  will  be  payable  from  the  Employee's  date  of
     retirement until the date of distribution.

5.3  Disability
     
     An   Employee   who   becomes  disabled  and   who   remains
     continuously disabled until attaining age 65 shall  continue
     to  accrue benefits under the Program as if he continued  to
     be  employed by the Company.  Such Employee shall receive an
     immediate lump sum payment determined under Section  5.2  of
     the Program as of the Employee's 65th birthday.
     
     Notwithstanding any other provision of the  Program  to  the
     contrary, when determining Final Average Pay for an Employee
     who  is disabled under the provisions of this Section, Final
     Average Pay means the sum of:
     
     (a)  the  average  of each of the five highest bonus  awards
          (whether  the  awards are paid to the Employee,  are  a
          Deferral  Amount  (as  such  term  is  defined  in  the
          Deferral Plan) or the Employee has elected to forego  a
          bonus award pursuant to the Estate Program) during  the
          six  most  recent  calendar years, including  the  year
          during which the Employee's disability occurs, (or,  if
          the  average of the five highest bonus awards would  be
          greater,  the six most recent calendar years  prior  to
          the  year  in which the Employee's disability  occurs),
          but  excluding Supplemental Contributions (as such term
          is  defined  in the Deferral Plan) or any amounts  paid
          from the Deferred Compensation Account (as such term is
          defined  in  the  Deferral Plan) or any  other  account
          under the Deferral Plan including, but not limited  to,
          amounts   paid  consisting  of  Deferral  Amounts   and
          Supplemental Contributions and their earnings, and  any
          amounts  paid  by the Company pursuant  to  the  Estate
          Program, and
     
     (b)  the  Employee's annualized base salary in effect as  of
          the date he becomes disabled.
     
     An Employee who is no longer disabled under this Section and
     who  returns  to the employ of the Company or an  affiliated
     company,  shall  be entitled to accrue benefits  under  this
     Section for the period of his disability.
     
     An Employee who is no longer disabled under this Section and
     who  does  not  return to the employ of the  Company  or  an
     affiliated  company,  shall not be entitled  to  accrue  any
     benefits under this Section for any portion of the period of
     his disability.
     
     For  purposes of the Program, an Employee shall be  disabled
     if  he  is unable to continue to perform the duties  of  his
     position due to a physical or mental impairment.

5.4  Death

     In  the event that an Employee dies prior to retirement, his
     beneficiary  shall  receive a lump  sum  payment  determined
     under  Section  5.2 of the Program as of  the  date  of  the
     Employee's death as if the Employee retired on the  date  of
     his  death;  provided  that if the Employee's  death  occurs
     prior  to  his  attainment of age 55, his benefit  shall  be
     reduced  by  .3%  for each month that the benefit  commences
     before  the  Employee  would  have  reached  age  65.    The
     Employee's  beneficiary  under  the  Program  shall  be  the
     beneficiary  under  the Ingersoll-Rand Company  Savings  and
     Stock Investment Plan unless the Employee designates another
     beneficiary  in  writing, and such written  designation  has
     been  received by the Committee prior to the date of  death.
     An  Employee may change the designated beneficiary under the
     Program at any time by providing such designation in writing
     to the Committee.

5.5  Payment of Benefits

     The benefit under the Program shall be paid on the later  of
     (i)  the first business day of the sixth month following the
     Employee's  retirement or death, or (ii) the first  business
     day   of   the   calendar  year  following  the   Employee's
     retirement.
     In  the  event  an  Employee is disabled in accordance  with
     Section 5.3, his benefit shall be paid on the first  day  of
     the  month following the date that the Employee attains  age
     65.
                            ARTICLE 6
                                
                             FUNDING

6.1  Funding

     Except as provided in Section 8.9 hereof, the Company  shall
     have  no  obligation to fund the benefit  that  an  Employee
     earns under the Program.

6.2  Company Obligation

     Notwithstanding  the provisions of any  trust  agreement  or
     similar  funding vehicle to the contrary, the Company  shall
     remain obligated to pay benefits under the Program.  Nothing
     in  the  Program  or any trust agreement shall  relieve  the
     Company of its liabilities to pay benefits under the Program
     except  to the extent that such liabilities are met  by  the
     distribution of trust assets.
                                
                            ARTICLE 7
                                
                        CHANGE IN CONTROL

7.1  Contributions to Trust

     In  the  event  that a Change in Control has  occurred,  the
     Company  shall  be obligated to establish  a  trust  and  to
     contribute  to  the trust an amount necessary  to  fund  the
     accrued  benefit  earned by the Employee under  the  Program
     (assuming immediate benefit commencement) as of the last day
     of  the  calendar month immediately preceding the  date  the
     Board determines that a Change in Control has occurred.   If
     the  Employee  shall not have attained age  55,  his  annual
     benefit  shall  be  determined on the  same  basis  used  to
     determine  his  accrued benefit in  the  case  of  death  as
     specified in Section 5.4.

7.2  Amendments

     Following  a Change in Control of the Company, any amendment
     modifying or terminating the Program shall have no force  or
     effect.
                            ARTICLE 8
                                
                          MISCELLANEOUS

8.1  Amendment and Termination

     Except  as provided in Section 7.2 hereof, the Program  may,
     at  any time and from time to time, be amended or terminated
     without the consent of any Employee or beneficiary,  (a)  by
     the  Board,  or (b) in the case of amendments which  do  not
     materially  modify the provisions hereof, the  Committee  or
     such  other  committee  appointed by  the  Board;  provided,
     however, that no such amendment or termination shall  reduce
     any benefits accrued under the terms of the Program prior to
     the date of termination or amendment.

8.2  No Contract of Employment

     The  establishment of the Program or any modification hereof
     shall  not  give any Employee or other person the  right  to
     remain  in  the  service  of  the  Company  or  any  of  its
     subsidiaries,  and  all Employees and  other  persons  shall
     remain  subject to discharge to the same extent  as  if  the
     Program had never been adopted.

8.3  Withholding

     The Company shall be entitled to withhold from any payment
     due under the Program any and all taxes of any nature
     required by any government to be withheld from such payment.

8.4  Loans

     No loans to Employees shall be permitted under the Program.

8.5  Compensation and Nominating Committee

     The Program shall be administered by the Committee (or any
     successor committee) of the Board.  The primary
     responsibility of the Committee is to administer the Program
     for the exclusive benefit of the Employees and their
     beneficiaries, subject to the specific terms of the Program.
     The Committee shall administer the Program in accordance
     with its terms to the extent consistent with applicable law,
     and shall have the power to determine all questions arising
     in connection with the administration, interpretation, and
     application of the Program.  Any such determination by the
     Committee shall be conclusive and binding upon all affected
     parties. Any denial by the Committee of a claim for benefits
     under the Program by an Employee or beneficiary shall be
     stated in writing by the Committee and delivered or mailed
     to the Employee or beneficiary.  Such notice shall set forth
     the specific reasons for the Committee's decision.  In
     addition, the Committee shall afford a reasonable
     opportunity to any Employee or beneficiary whose claim for
     benefits has been denied for a review of the decision
     denying this claim.

8.6  Entire Agreement; Successors

     The  Program, including any subsequently adopted amendments,
     shall  constitute  the entire agreement or contract  between
     the  Company and any Employee regarding the Program.   There
     are  no  covenants,  promises,  agreements,  conditions   or
     understandings, either oral or written, between the  Company
     and  any  Employee  relating to the subject  matter  hereof,
     other  than  those set forth herein.  The  Program  and  any
     amendment  hereof shall be binding on the  Company  and  the
     Employees   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 Employee.

8.7  Severability

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

8.8  Governing Law

     The  laws  of  the  State  of New Jersey  shall  govern  the
     Program.

8.9  Participant as General Creditor

     Benefits  under the Program 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
     Employee  eligible to participate in the Program shall  have
     any  interest in such investment or reserve.  To the  extent
     that  any person acquires a right to receive benefits  under
     the  Program, such rights shall be no greater than the right
     of any unsecured general creditor of the Company.

8.10      Nonassignability

     To the extent permitted by law, the right of any Employee or
     any  beneficiary  in  any  benefit hereunder  shall  not  be
     subject  to  attachment or any other legal process  for  the
     debts  of  such Employee or beneficiary nor shall  any  such
     benefit  be  subject  to  anticipation,  alienation,   sale,
     transfer, assignment or encumbrance.
                                
                           APPENDIX A

Unless  otherwise specified in another Appendix attached  hereto,
the  sum  of the following shall be used for purposes of  Section
3.1(b) of the Program:

     (a)  All  employer-paid benefits under any qualified defined
          benefit plan (as defined in Section 414(j) of the Internal
          Revenue Code of 1986, as amended) and associated supplemental
          plans sponsored by the Company, Ingersoll-Dresser Pump Company,
          and Dresser Industries, Inc., provided that the Employee's
          intervening employment between employment with  Dresser
          Industries, Inc. and the Company is solely with Ingersoll
          -Dresser Pump Company.  For purposes of this Paragraph
          (a), the amount of any pension payable under the Clark
          Equipment Company Retirement Program for Salaried
          Employees shall be determined without reduction by the
          lifetime pension equivalent of the Employee's vested
          interest in his PPOA Account (as such term is defined in
          the I-R/Clark Leveraged Employee Stock Ownership Plan).
    
          For  purposes of determining the benefit under  Section
          3.1  of  the Program, the Employee's benefit,  if  any,
          under any qualified defined benefit plan and associated
          supplemental plans described in the previous paragraph,
          shall  be determined as a life annuity at the  date  of
          determination.

     (b)  The Social Security Primary Insurance Amount as defined
          in the Pension Plan estimated at age 65, multiplied by a
          fraction, the numerator of which is his Years of Service
          (up to a maximum of 35 Years of Service), and the
          denominator of which is 35.
    
          For  purposes of the Program, "Social Security  Primary
          Insurance  Amount" means the amount of  the  Employee's
          annual  primary old age insurance determined under  the
          Social   Security  Act  in  effect  at  the   date   of
          determination  and payable in accordance  with  (i)  or
          (ii) below.
        
            (i) For  benefits  determined  on  or  after  age  65,
                payable  for  the  year  following  his  date  of
                retirement.
    
            (ii)For benefits  determined  before  the  Employee
                attains  age  65, payable for the year  following
                his  retirement  or  death  (or  which  would  be
                payable  when he first would have become eligible
                if  he  were then unemployed), assuming  he  will
                not  receive  after  retirement  (or  death)  any
                income  that  would  be  treated  as  wages   for
                purposes of the Social Security Act.
    
          For purposes of determining the Social Security Benefit
          under  paragraphs  (i)  and (ii) above,  an  Employee's
          covered earnings under said Act for each calendar  year
          preceding  the Employee's first full calendar  year  of
          employment  shall  be  determined  by  multiplying  his
          covered   earnings  subsequent  to   the   year   being
          determined by the ratio of the average per worker total
          wages as reported by the Social Security Administration
          for  the calendar year being determined to such average
          for  the  calendar year subsequent to  the  year  being
          determined.

     (c)  An  Employee's  accrued  benefit  under  any  qualified
          defined  benefit  pension plan (as defined  in  Section
          414(j)  of  the  Internal  Revenue  Code  of  1986,  as
          amended) and any nonqualified pension plan with respect
          to  any  business  that  was acquired  by  the  Company
          ("Acquired Business"), (each such pension plan shall be
          referred to in this Paragraph (c) as a "Former  Plan"),
          shall  be  used for purposes of Section 3.1(b)  of  the
          Program if the Employee:
        
            (i) was  an  employee of the Acquired Business on  the
                date it was acquired by the Company,
            
            (ii)became an employee of the Company as a result  of
                the acquisition of the Acquired Business, and
            
           (iii)was  granted vesting service under any qualified
                defined  benefit  pension plan  (as  defined  in
                Section  414(j) of the Internal Revenue Code  of
                1986, as amended) sponsored by the Company,  any
                domestic  entity  in  which  the  Company   owns
                (directly   or  indirectly)  a   50%   or   more
                interest,  and  any other entity  designated  by
                the  Company  for  service  performed  while  an
                employee of the Acquired Business.

          The  Employee's accrued benefit under the  Former  Plan
          shall be determined as a life annuity payable as of the
          date  of  determination, using the Former Plan's  early
          retirement factors, if applicable.
        
          Notwithstanding  anything  to  the  contrary  in   this
          Paragraph  (c),  if the Committee determines  that  the
          accrued  benefit under a Former Plan cannot  reasonably
          be  calculated  due  to lack of information  about  the
          Former  Plan  or  otherwise,  the  provisions  of  this
          Paragraph  (c)  shall not apply with  respect  to  such
          Former Plan.