EXHIBIT 4.14


                                                          364-Day


                      AMENDMENT AND WAIVER

          AMENDMENT AND WAIVER, dated as of November 28, 2001
(this "Amendment and Waiver"), to the Credit Agreement, dated as
of July 2, 2001 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among INGERSOLL-RAND
COMPANY, a New Jersey corporation (the "Borrower"), the several
banks and other financial institutions from time to time parties
to the Credit Agreement (the "Banks"), THE CHASE MANHATTAN BANK,
as administrative agent (in such capacity, the "Administrative
Agent"), CITIBANK N.A. and DEUTSCHE BANC ALEX. BROWN INC., as co-
syndication agents and THE BANK OF NOVA SCOTIA and BANK OF TOKYO
MITSUBISHI TRUST COMPANY, as co-documentation agents.


                      W I T N E S S E T H:

          WHEREAS, the Borrower has requested certain amendments
to, and waivers of, the Credit Agreement;

          NOW THEREFORE, in consideration of the premises herein
contained and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:

          1.   Defined Terms.  Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.

2.   Amendments to Section 1.1 (Definitions).  (a)  Section 1.1
of the Credit Agreement is hereby amended by adding thereto in
proper alphabetical order the following defined term:

          "IR Parent" means Ingersoll-Rand Company Limited,
          a Bermuda company.

          (b)  The definitions of "Consolidated Debt", "Consolidated Net
Worth", "Consolidated Subsidiary", "Debt" and "Material Adverse
Effect" are hereby amended by replacing the references to
"Borrower" therein with "IR Parent".

	  (c)  The definition of  "Cross Default" is hereby amended by
(i) inserting immediately after the first appearance of the word
"Borrower" therein the words "or IR Parent" and (ii) by inserting
immediately after the word "Borrower" in each of clauses (i) and
(ii) thereof the words ", IR Parent".

	  (d)  The definition of  "Lien" is hereby amended by inserting
immediately after the word "Borrower" therein the words ", IR
Parent".

	  (e)  The definition of  "Material Debt" is hereby amended by
(i) inserting immediately after the word "Borrower" in clause (ii)
thereof the words ", IR Parent" and (ii) deleting the word "its"
appearing in clause (ii) thereof and inserting in lieu thereof
the words "their respective".

	  (f)  The definition of "Subsidiary" is hereby amended by
inserting immediately before the period therein "or by IR Parent,
as applicable".

          3.   Amendment to Section 1.2 (Accounting Terms and
Determinations). Section 1.2 is hereby amended by (i) replacing
both occurrences of the words "the Borrower's" therein with the
words "IR Parent's" and (ii) replacing the first occurrence of
the words "the Borrower" therein with the words "IR Parent".

	  4.   Amendment to Section 1.3 (Types of Borrowings). Section
1.3 is hereby amended by inserting immediately after the word
"Borrower" therein the phrase "or IR Parent".

	  5.   Representations and Covenants.  Notwithstanding any
provisions of the Credit Agreement to the contrary, each
covenant, representation and warranty therein made by the
Borrower and/or its Subsidiaries under Sections IV and V is
hereby deemed, from and after the effectiveness hereof, also to
be covenants, representations and warranties made by IR Parent
and its Subsidiaries to the same extent as if each such reference
to the Borrower and/or its Subsidiaries were also references to
IR Parent and/or its Subsidiaries, and such amendments to the
Credit Agreement shall be deemed to be made, including, as
appropriate, to defined terms used in such provisions, as are
necessary to effectuate the foregoing, provided that (i) the
reference to the Borrower's incorporation in New Jersey shall,
as so deemed to apply to IR Parent, be a reference in respect of
IR Parent to the laws of Bermuda, (ii) the references in Section
4.4(a) and (b)  to previously delivered financial statements of
the Borrower shall not be so deemed also to refer to IR Parent,
(iii) Section 4.5 (Litigation) shall be deemed not to refer to
the Borrower, but only to IR Parent, (iv) Section 4.6 (Compliance
with ERISA) shall not be deemed also to apply to IR Parent, (v)
Section 4.7 (Environmental Matters) shall be deemed not to refer
to the Borrower, but only to IR Parent, so that the
representations and warranties made therein with respect to
environmental matters shall be made by IR Parent and not the
Borrower, (vi) the first sentence of Section 4.8 (Taxes) shall
not be deemed also to apply to IR Parent, and the reference in
the second sentence thereof to U.S. tax returns shall, as so
deemed to apply to IR Parent, be a reference in respect of IR
Parent to Bermuda tax returns, (vii) Section 5.1(a), (b), (c),
(e) and (f) shall be deemed not to refer to the Borrower, but
only to IR Parent, so that the financial statements, the related
compliance certificate, the reports, proxy statements and
Securities and Exchange Commission filings referred to therein
shall be required in respect of IR Parent and not the Borrower,
(viii) Section 5.1(g) shall not be deemed also to apply to IR
Parent and (ix) Section 5.2(a) shall be deemed not to refer to
the Borrower, but only to IR Parent, so that covenant made
therein with respect to the maintenance of property shall be made
by IR Parent and not the Borrower.

	  6.   Amendments to Section 2 (The Credits).  (a)  Section
2 is hereby amended to make certain references therein to "the
Borrower" references to each of the Borrower and/or IR Parent as
follows: (i) in Section 2.1, by inserting immediately after both
occurrences of the word "Borrower" therein the phrase "or IR
Parent"; (ii) in Section 2.2, by inserting immediately after the
word "Borrower" therein the phrase "or IR Parent, as applicable";
(iii) in Section 2.3, by replacing each reference therein to "the
Borrower" with a reference to "the Borrower or IR Parent", except
that in subsection 2.3(f)(iv) the words "the Borrower may not"
are hereby replaced with the words "neither the Borrower nor IR
Parent may"; (iv) in Section 2.4(a), by inserting immediately
after the word "Borrower" therein the phrase "or IR Parent, as
the case may be"; (v) in Section 2.4(b), (x) by inserting
immediately after the word "Borrower" in the second sentence
therein and as such word first appears in the third sentence
therein the phrase "or IR Parent, as the case may be" and (y) by
inserting immediately after the word "Borrower" as such word
appears for the second time in the third sentence therein the
phrase "or IR Parent"; (vi) in Section 2.4(c), (x) by inserting
immediately after the word "Borrower" in the first sentence
therein the phrase "or IR Parent, as the case may be" and (y) by
inserting immediately after both occurrences of the word
"Borrower" in the second sentence therein the phrase "or IR
Parent"; (vii) in Section 2.5(a), by inserting immediately after
the word "Borrower" therein the phrase "or IR Parent";  (viii) in
Section 2.5(b), (x) by inserting immediately after the word
"Borrower" in clause (ii) thereof the phrase "and IR Parent" and
(y) by inserting immediately after the word "Borrower" in clause
(iii) thereof the phrase "or IR Parent";  (ix) in Section 2.5(c),
(x) by inserting immediately after  the first occurrence of the
word "Borrower" therein the phrase "and IR Parent" and (y) by
inserting immediately after the second and third occurrences of
the word "Borrower" therein the phrase "or IR Parent";  (x) in
Section 2.5(d), (x) by inserting immediately after  the first
occurrence of the word "Borrower" therein the phrase "and IR
Parent" and deleting the word "agrees" therein and inserting in
lieu thereof the word "agree" and  (y) by inserting immediately
after the second occurrence of the word "Borrower" therein the
phrase "or IR Parent, as the case may be,"; (xi) in Section
2.10(b) by inserting immediately after the word "Borrower"
therein the phrase "and IR Parent";  (xii) in Section 2.11(a), by
inserting immediately after the word "Borrower" therein the
phrase "or IR Parent"; (xiii) in Section 2.11(b), by inserting
immediately after the word "Borrower" therein the phrase "and IR
Parent"; (xiv) in Section 2.11(c), by inserting immediately after
the word "Borrower" therein the phrase "or IR Parent, as the case
may be"; (xv) in Section 2.12(a), by inserting immediately after
each of the first and second occurrences of the word "Borrower"
therein the phrase "and IR Parent, as applicable,"; (xvi) in
Section 2.12(b), by inserting immediately after each of the four
occurrences of the word "Borrower" therein the phrase "or IR
Parent"; and (xvii) in Section 2.13, by inserting immediately
after each of the five occurrences of the word "Borrower" therein
the phrase "or IR Parent".

          (b)   Section 2.15 of the Credit Agreement is hereby
amended by inserting after each of the phrases "entitled to receive
payments under this Agreement and the Notes" therein the phrase "from
the Borrower or IR Parent".

	  (c)  In addition, Section 2 of the Credit Agreement is hereby
amended by adding the following Section 2.17 (IR Parent Costs) at
the end thereof:

          SECTION 2.17 IR Parent Costs.  (a) If the cost to
          any Bank of making or maintaining any Loan to IR
          Parent is increased, or the amount of any sum
          received or receivable by any Bank (or its
          Applicable Lending Office) is reduced, by an
          amount deemed by such Bank to be material, by
          reason of the fact that IR Parent is organized
          under the laws of, or principally conducts its
          business in, a jurisdiction or jurisdictions
          outside the United States of America, the Borrower
          and IR Parent shall indemnify such Bank for such
          increased cost or reduction within 15 days after
          demand by such Bank (with a copy to the
          Administrative Agent).  A certificate of such Bank
          claiming compensation under this subsection (a)
          and setting forth the additional amount or amounts
          to be paid to it hereunder, together with
          calculations in reasonable detail supporting such
          amounts, shall be conclusive in the absence of
          clearly demonstrable error.  No such compensation
          may be claimed (x) in respect of any Committed
          Loan for any period prior to the date 90 days
          before the date of notice by such Bank to the
          Borrower of its intention to make claims therefore
          or (y) to the extent such Bank was aware of such
          cost or reduction at the time the related Loan was
          made.

               (b)  Each Bank will promptly notify the
          Borrower and the Administrative Agent of any event
          of which it has knowledge that will entitle such
          Bank to additional interest or payments pursuant
          to the foregoing subsection (a) and will designate
          a different Applicable Lending Office, if, in the
          judgment of such Bank, such designation will avoid
          the need for, or reduce the amount of, such
          compensation and will not be otherwise
          disadvantageous to such Bank.

          7.   Amendments to Section 6.1 (Events of Default).  (a)
Section 6.1 is hereby amended to make certain references therein to
"the Borrower" references to each of the Borrower and IR Parent, or
to IR Parent only, as follows:  (i) in Section 6.1(a), by inserting
immediately after the word "Borrower" therein the phrase "or IR
Parent"; (ii) in Section 6.1(b), by inserting immediately after
the word "Borrower" therein the phrase "or IR Parent"; (iii) in
Section 6.1(c), by inserting immediately after both occurrences
of the word "Borrower" therein the phrase "or IR Parent"; (iv) in
Section 6.1(d), by inserting immediately after the word
"Borrower" therein the phrase "or IR Parent"; (v) in Section
6.1(f), by inserting immediately after the word "Borrower"
therein the words ", IR Parent"; (vi) in Section 6.1(g), by
inserting immediately after both occurrences of the word
"Borrower" therein the words ", IR Parent"; (vii) in Section
6.1(i), by inserting immediately after the word "Borrower"
therein the words ", IR Parent";  (viii) in Section 6.1(j), by
inserting in lieu of each occurrence of the word "Borrower"
therein, the words "IR Parent"; (ix) in clause (ii) of Section
6.1, by inserting immediately after the second occurrence of the
word "Borrower" therein the phrase "and IR Parent"; and (x) in
the final proviso of Section 6.1, by (x) inserting immediately
after the first and second occurrences of the word "Borrower"
therein the phrase "or IR Parent" and (y) inserting immediately
after the third occurrence of the word "Borrower" therein the
phrase "and IR Parent".

          (b)  In addition, Section 6.1 of the Credit Agreement is hereby
amended by inserting immediately after subsection (j) thereof the
following subsection (k):

          (k)  the guarantee of the Borrower, made in
          Section 9.16(a) hereof, shall cease to be
          effective or the Borrower shall contest the
          validity of such guarantee in court; or the
          guarantee of IR Parent made in Section 9.16(b)
          hereof shall cease to be effective or IR Parent
          shall contest the validity of such guarantee in
          court;

          8.   Amendments to Section 3.2 (Borrowings).  Section 3.2 of
the Credit Agreement is hereby amended by inserting in the final
sentence thereof after both occurrences of  the word "Borrower"
therein the words "and IR Parent".

	  9.   Amendments to Section 8 (Change in Circumstances).
(a) Section 8.2 of the Credit Agreement is hereby amended by
inserting in the third sentence thereof after the word "Borrower"
therein the words "or IR Parent, as the case may be,".

          (b)  Section 8.3(a) of the Credit Agreement is hereby amended
by inserting in the second to last sentence thereof after the word
"Borrower" therein the words "or IR Parent, as the case may be,".

	  (c)  Section 8.3(b) of the Credit Agreement is hereby amended
by (i) inserting immediately after the first occurrence of the word
"Borrower" therein the phrase "or IR Parent, as the case may be"
and (ii) inserting immediately after the second and third
occurrences of the word "Borrower" therein the phrase "or IR
Parent".

          10.  Amendments to Section 9 (Miscellaneous).  (a)  Section 9.5
of the Credit Agreement is hereby amended by inserting at the end
thereof the following sentence:

          For the purposes of this Section, any Loans
          assigned to the Borrower pursuant to Section 9.16
          shall not be considered outstanding.

          (b)  Section 9.8 of the Credit Agreement is hereby amended by
(i) in the second sentence thereof, (x) inserting after the word
"Borrower" therein the words "and IR Parent" and (y) deleting the
word "submits" therein and inserting in lieu thereof the word
"submit" and (ii) in the third sentence thereof, (x) inserting
after the word "Borrower" therein the words "and IR Parent" and
(y) deleting the word "waives" therein and inserting in lieu
thereof the word "waive".

(c)  In addition, Section 9 of the Credit Agreement is hereby
amended by adding the following Section 9.16 (Guarantee
Agreement) at the end thereof:

          SECTION 9.16 Guarantee Agreement.  (a)  Guarantee
          of the Borrower.  In order to induce the Banks to
          extend credit to IR Parent hereunder, the Borrower
          hereby irrevocably and unconditionally guarantees,
          as a primary obligor and not merely as a surety,
          the Obligations of IR Parent.  The Borrower
          further agrees that the due and punctual payment
          of the Obligations of IR Parent may be extended or
          renewed, in whole or in part, without notice to or
          further assent from it, and that it will remain
          bound upon its guarantee hereunder notwithstanding
          any such extension or renewal of any Obligation.

               The Borrower waives presentment to, demand of
          payment from and protest to IR Parent of any of
          the Obligations, and also waives notice of
          acceptance of its obligations and notice of
          protest for nonpayment.  The obligations of the
          Borrower hereunder shall not be affected by (a)
          the failure of any lender to assert any claim or
          demand or to enforce any right or remedy against
          IR Parent under the provisions of this Agreement
          and any other Loan Document or otherwise; (b) any
          extension or renewal of any of the Obligations;
          (c) any rescission, waiver, amendment or
          modification of, or release from, any of the terms
          or provisions of this Agreement or any other Loan
          Document or agreement; (d) the failure or delay of
          any Bank to exercise any right or remedy against
          any other guarantor of the Obligations; (e) the
          failure of any Bank to assert any claim or demand
          or to enforce any remedy under any Loan Document
          or any other agreement or instrument; (f) any
          default, failure or delay, willful or otherwise,
          in the performance of the Obligations; or (g) any
          other act, omission or delay to do any other act
          which may or might otherwise operate as a
          discharge of the Borrower as a matter of law or
          equity or which would impair or eliminate any
          right of the Borrower to subrogation.

               The Borrower further agrees that its
          guarantee hereunder constitutes a promise of
          payment when due (whether or not any bankruptcy or
          similar proceeding shall have stayed the accrual
          or collection of any of the Obligations or
          operated as a discharge thereof) and not merely of
          collection, and waives any right to require that
          any resort be had by any Bank to any balance of
          any deposit account or credit on the books of any
          Bank in favor of the Borrower, IR Parent or any
          Subsidiary or any other Person.

               The obligations of the Borrower hereunder
          shall not be subject to any reduction, limitation,
          impairment or termination for any reason, and
          shall not be subject to any defense or set-off,
          counterclaim, recoupment or termination
          whatsoever, by reason of the invalidity,
          illegality or unenforceability of the Obligations,
          any impossibility in the performance of the
          Obligations or otherwise.

               The Borrower further agrees that its
          obligations hereunder shall continue to be
          effective or be reinstated, as the case may be, if
          at any time payment, or any part thereof, of any
          Obligation is rescinded or must otherwise be
          restored by any Bank upon the bankruptcy or
          reorganization of the Borrower or IR Parent or
          otherwise.

               In furtherance of the foregoing and not in
          limitation of any other right which any Bank may
          have at law or in equity against the Borrower by
          virtue hereof, upon the failure of IR Parent to
          pay any Obligation when and as the same shall
          become due, whether at maturity, by acceleration,
          after notice of prepayment or otherwise, the
          Borrower hereby promises to and will, upon receipt
          of written demand by the Administrative Agent,
          forthwith pay, or cause to be paid, to the
          Administrative Agent for distribution to the Banks
          in cash an amount equal the unpaid principal
          amount of such Obligation.  The Borrower further
          agrees that if payment in respect of any
          Obligation shall be due in currency other than
          Dollars and/or at a place of payment other than
          New York and if, by reason of any legal
          prohibition, disruption of currency or foreign
          exchange markets, war or civil disturbance or
          other event, payment of such Obligation in such
          currency or at such place of payment shall be
          impossible or, in the reasonable judgment of any
          Bank, not consistent with the protection of its
          rights, then, at the election of such Bank and in
          reasonable consultation with the Borrower, the
          Borrower shall make payments of such Obligation in
          Dollars (based upon the applicable Exchange Rate
          in effect on the date of payment) and/or in New
          York, and shall indemnify such Bank against any
          losses or expenses (including losses or expenses
          resulting from fluctuations in exchange rates)
          that it shall sustain as a result of such
          alternative payment.

               Upon payment in full by the Borrower of any
          Obligation of IR Parent, each Bank shall, in a
          reasonable manner, assign to the Borrower the
          amount of such Obligation owed to such Bank and so
          paid, such assignment to be pro tanto to the
          extent to which the Obligation in question was
          discharged by the Borrower, or make such
          disposition thereof as the Borrower shall direct
          (all without recourse to any Bank and without any
          representation or warranty by any Bank).  Upon
          payment by the Borrower of any sums as provided
          above, all rights of the Borrower against IR
          Parent arising as a result thereof by way of right
          of subrogation, through the assignment described
          herein or otherwise shall in all respects be
          subordinated and junior in right of payment to the
          prior indefeasible payment in full of all the
          Obligations owed by IR Parent to the Bank (it
          being understood that, after the discharge of all
          the Obligations due and payable from IR Parent,
          such rights may be exercised by the Borrower
          notwithstanding that IR Parent may remain
          contingently liable for indemnity or other
          Obligations).

               (b) Guarantee of IR Parent.  In order to
          induce the Banks to extend credit to the Borrower
          hereunder, IR Parent hereby irrevocably and
          unconditionally guarantees, as a primary obligor
          and not merely as a surety, the Obligations of the
          Borrower.  IR Parent further agrees that the due
          and punctual payment of the Obligations of  the
          Borrower may be extended or renewed, in whole or
          in part, without notice to or further assent from
          it, and that it will remain bound upon its
          guarantee hereunder notwithstanding any such
          extension or renewal of any Obligation.

               IR Parent waives presentment to, demand of
          payment from and protest to the Borrower of any of
          the Obligations, and also waives notice of
          acceptance of its obligations and notice of
          protest for nonpayment.  The obligations of IR
          Parent hereunder shall not be affected by (a) the
          failure of any lender to assert any claim or
          demand or to enforce any right or remedy against
          the Borrower under the provisions of this
          Agreement, any other Loan Document or otherwise;
          (b) any extension or renewal of any of the
          Obligations; (c) any rescission, waiver, amendment
          or modification of, or release from, any of the
          terms or provisions of this Agreement or any other
          Loan Document or agreement; (d) the failure or
          delay of any Bank to exercise any right or remedy
          against any other guarantor of the Obligations;
          (e) the failure of any Bank to assert any claim or
          demand or to enforce any remedy under any Loan
          Document or any other agreement or instrument; (f)
          any default, failure or delay, willful or
          otherwise, in the performance of the Obligations;
          or (g) any other act, omission or delay to do any
          other act which may or might otherwise operate as
          a discharge of IR Parent as a matter of law or
          equity or which would impair or eliminate any
          right of IR Parent to subrogation.

               IR Parent further agrees that its guarantee
          hereunder constitutes a promise of payment when
          due (whether or not any bankruptcy or similar
          proceeding shall have stayed the accrual or
          collection of any of the Obligations or operated
          as a discharge thereof) and not merely of
          collection, and waives any right to require that
          any resort be had by any Bank to any balance of
          any deposit account or credit on the books of any
          Bank in favor of the Borrower or any Subsidiary or
          any other Person.

               The obligations of IR Parent hereunder shall
          not be subject to any reduction, limitation,
          impairment or termination for any reason, and
          shall not be subject to any defense or set-off,
          counterclaim, recoupment or termination
          whatsoever, by reason of the invalidity,
          illegality or unenforceability of the Obligations,
          any impossibility in the performance of the
          Obligations or otherwise.

               IR Parent further agrees that its obligations
          hereunder shall continue to be effective or be
          reinstated, as the case may be, if at any time
          payment, or any part thereof, of any Obligation is
          rescinded or must otherwise be restored by any
          Bank upon the bankruptcy or reorganization of the
          IR Parent or Borrower or otherwise.

               In furtherance of the foregoing and not in
          limitation of any other right which any Bank may
          have at law or in equity against IR Parent by
          virtue hereof, upon the failure of the Borrower to
          pay any Obligation when and as the same shall
          become due, whether at maturity, by acceleration,
          after notice of prepayment or otherwise, IR Parent
          hereby promises to and will, upon receipt of
          written demand by the Administrative Agent,
          forthwith pay, or cause to be paid, to the
          Administrative Agent for distribution to the Banks
          in cash an amount equal the unpaid principal
          amount of such Obligation.  IR Parent further
          agrees that if payment in respect of any
          Obligation shall be due in currency other than
          Dollars and/or at a place of payment other than
          New York and if, by reason of any legal
          prohibition, disruption of currency or foreign
          exchange markets, war or civil disturbance or
          other event, payment of such Obligation in such
          currency or at such place of payment shall be
          impossible or, in the reasonable judgment of any
          Bank, not consistent with the protection of its
          rights, then, at the election of such Bank and in
          reasonable consultation with IR Parent, IR Parent
          shall make payments of such Obligation in Dollars
          (based upon the applicable Exchange Rate in effect
          on the date of payment) and/or in New York, and
          shall indemnify such Bank against any losses or
          expenses (including losses or expenses resulting
          from fluctuations in exchange rates) that it shall
          sustain as a result of such alternative payment.

                Upon payment in full by IR Parent of any
          Obligation of the Borrower, each Bank shall, in a
          reasonable manner, assign to IR Parent the amount
          of such Obligation owed to such Bank and so paid,
          such assignment to be pro tanto to the extent to
          which the Obligation in question was discharged by
          IR Parent, or make such disposition thereof as IR
          Parent shall direct (all without recourse to any
          Bank and without any representation or warranty by
          any Bank).  Upon payment by IR Parent of any sums
          as provided above, all rights of IR Parent against
          the Borrower arising as a result thereof by way of
          right of subrogation, through the assignment
          described herein or otherwise shall in all
          respects be subordinated and junior in right of
          payment to the prior indefeasible payment in full
          of all the Obligations owed by the Borrower to the
          Bank (it being understood that, after the
          discharge of all the Obligations due and payable
          from the Borrower, such rights may be exercised by
          IR Parent notwithstanding that the Borrower may
          remain contingently liable for indemnity or other
          Obligations).

          11.  Waiver.  The Required Banks hereby waive any Default or
Event of Default under the Credit Agreement, including of Section
5.7 (Consolidations, Mergers, Sales of Assets)  or Section 6.1(j)
(Change of Control) to the extent that it would otherwise
directly result from the implementation of the corporate
reorganization as and to the extent described in the Agreement
and Plan of Merger, among Ingersoll-Rand Company, Ingersoll-Rand
Company Limited and IR Merger Corporation, as attached to the
proxy statement dated October 31, 2001 (the "Merger Agreement")
and related information filed with the SEC and provided to the
Banks in respect thereof, in each case  prior to the date hereof.

	  12.  Effectiveness.  This Amendment and Waiver shall become
effective as of the date hereof when (a) the Administrative Agent
shall have received (i) counterparts hereof duly executed by the
Borrower, IR Parent, the Administrative Agent and the Required
Banks, (ii) legal opinions of counsel for the Borrower and for IR
Parent in form reasonably satisfactory to the Administrative
Agent, (iii) all documents the Administrative Agent may
reasonably request relating to the existence of the IR Parent,
the corporate authority for and the validity of this Amendment
and Waiver and the Credit Agreement, and any other matters
relevant hereto, all in form and substance reasonably
satisfactory to the Administrative Agent and (iv) evidence in
form and substance reasonably satisfactory to the Administrative
Agent that IR Parent has appointed an agent for service of
process in New York City and (b) the certificate of merger
referred to in the Merger Agreement and filed with the Treasurer
of State of New Jersey shall have become effective.

	  13.  Representations and Warranties.  The Borrower and IR
Parent hereby represent and warrant on the date hereof that, after
giving effect to this Amendment and Waiver, (a) no Default or
Event of Default has occurred and is continuing and (b) each of
the representations and warranties of the Borrower and IR Parent
in or pursuant to the Loan Documents is true and correct in all
material respects, as if made on and as of the date hereof.

	  14.  Continuing Effect of Credit Agreement.  This
Amendment and Waiver shall not be construed as a waiver of or consent
to any further or future action on the part of the Borrower or IR
Parent that would require a waiver or consent by the Administrative
Agent and/or the Banks.  Except as expressly amended or waived
hereby, the Credit Agreement shall continue to be and shall
remain in full force and effect in accordance with its terms.

	  15.  Counterparts.  This Amendment and Waiver may be executed
by one or more of the parties hereto on any number of separate
counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.  Delivery of
an executed signature page of this Amendment and Waiver by
facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.

	  16.  GOVERNING LAW.  THIS AMENDMENT AND WAIVER SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

	  17.  Expenses.  The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and
expenses incurred in connection with the preparation, negotiation
and execution of this Amendment and Waiver, including, without
limitation, the fees and disbursements of counsel to the
Administrative Agent.


          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be executed and delivered by their duly
authorized officers as of the date first written above.





                              INGERSOLL-RAND COMPANY


                              By: /S/_________________________
                                Name:
                                Title:




                              INGERSOLL-RAND COMPANY LIMITED


                              By: /S/___________________________
                                Name:
                                Title:
                              THE CHASE MANHATTAN BANK, as
                              Administrative Agent and as a Bank


                              By: /S/___________________________
                                     Name:
                                     Title:



                              CITIBANK, N.A., as Co-Syndication
                              Agent and as a Bank


                              By: /S/___________________________
                                     Name:
                                     Title:



                              THE BANK OF NOVA SCOTIA, as Co-
                              Documentation Agent and as a Bank


                              By: /S/___________________________
                                     Name:
                                     Title:



                              BANK OF TOKYO-MITSUBISHI TRUST
                              COMPANY, as Co-Documentation Agent
                              and as a Bank


                              By: /S/___________________________
                                     Name:
                                     Title:



                              DEUTSCHE BANC ALEX. BROWN INC.,
                              as Co-Syndication Agent


                              By: /S/___________________________
                                     Name:
                                     Title:


                              By: /S/___________________________
                                     Name:
                                     Title:




                              DEUTSCHE BANK AG NEW YORK BRANCH
                              and/or CAYMAN ISLANDS BRANCH


                              By: /S/___________________________
                                     Name:
                                     Title:


                              By: /S/___________________________
                                     Name:
                                     Title:



                              FLEET NATIONAL BANK


                              By: /S/___________________________
                                     Name:
                                     Title:



                              BANK OF AMERICA, N.A.


                              By: /S/___________________________
                                     Name:
                                     Title:



                              CREDIT SUISSE FIRST BOSTON


                              By: /S/___________________________
                                     Name:
                                     Title:


                              By: /S/___________________________
                                     Name:
                                     Title:



                              WACHOVIA BANK, N.A.


                              By: /S/___________________________
                                     Name:
                                     Title:



                              BARCLAYS BANK, PLC


                              By: /S/___________________________
                                     Name:
                                     Title:



                              HSBC BANK USA


                              By: /S/___________________________
                                     Name:
                                     Title:



                              BNP PARIBAS


                              By: /S/___________________________
                                     Name:
                                     Title:


                              By: /S/___________________________
                                     Name:
                                     Title:



                              ING (U.S.) CAPITAL LLC


                              By: /S/___________________________
                                     Name:
                                     Title:

                              By: /S/___________________________
                                     Name:
                                     Title:



                              WELLS FARGO BANK, N.A.


                              By: /S/___________________________
                                     Name:
                                     Title:



                              MELLON BANK, N.A.


                              By: /S/___________________________
                                     Name:
                                     Title:




                              THE BANK OF NEW YORK


                              By: /S/___________________________
                                     Name:
                                     Title:



                              CREDIT AGRICOLE INDOSUEZ


                              By: /S/___________________________
                                     Name:
                                     Title:


                              By: /S/___________________________
                                     Name:
                                     Title:



                               STANDARD CHARTERED BANK


                              By: /S/___________________________
                                     Name:
                                     Title:


                              By: /S/___________________________
                                     Name:
                                     Title:



                              INTESABCI-NEW YORK BRANCH


                              By: /S/___________________________
                                     Name:
                                     Title:



                              NORDEUTSCHE LANDESBANK
                              GIROZENTRALE, NEW YORK BRANCH
                              AND/OR CAYMAN ISLANDS BRANCH


                              By: /S/___________________________
                                     Name:
                                     Title:


                              By: /S/___________________________
                                     Name:
                                     Title:



                              THE NORTHERN TRUST COMPANY


                              By: /S/___________________________
                                     Name:
                                     Title:



                              THE FUJI BANK, LIMITED


                              By: /S/___________________________
                                     Name:
                                     Title:



                              BANK OF IRELAND INTERNATIONAL
                              FINANCE LTD


                              By: /S/___________________________
                                     Name:
                                     Title: