EXHIBIT 10.26

                       FIRST AMENDMENT
                           TO THE
           IR EXECUTIVE DEFERRED COMPENSATION PLAN


       WHEREAS,   Ingersoll-Rand  Company,  a   New   Jersey
corporation  adopted the IR Executive Deferred  Compensation
Plan  (the "Plan") which was originally effective on January
1, 1997; and

      WHEREAS, Ingersoll-Rand Company reserved the right  at
any  time  and  from  time to time  to  amend  the  Plan  in
accordance with Section 9.1 of the Plan; and

      WHEREAS,  the Plan has been amended and restated  most
recently effective January 1, 2001; and

     WHEREAS, Ingersoll-Rand Company, acting on authority of
its  Board of Directors and shareholders, desires  to  amend
the Plan.

      NOW,  THEREFORE,  the Plan shall  be  amended  in  the
following respects effective as of the date hereof  or  such
other dates as noted below:

      1.   Section 1 of the Plan, "Statement of Purpose", is
hereby  amended as of the Effective Time as follows  in  its
entirety:

     "STATEMENT OF PURPOSE

      The  purpose of the IR Executive Deferred Compensation
Plan  (the  "Plan") is to further increase the mutuality  of
interest between Ingersoll-Rand Company (the "Company"), its
employees,  the  employees of a Participating  Employer  and
members  of  Ingersoll-Rand Company Limited by  providing  a
select  group of management and highly compensated employees
of  the  Company or a Participating Employer the opportunity
to  elect  to defer receipt of cash compensation.  The  Plan
shall be unfunded for tax purposes and for purposes of Title
I  of  ERISA.  The Plan, originally known as the  Ingersoll-
Rand Company Executive Deferred Compensation and Stock Bonus
Plan,  became effective on January 1, 1997 and  was  amended
and restated effective January 1, 2001."

      2.   Section 2.3 of the Plan, "Base Salary", is hereby
amended and restated as of the Effective Time as follows  in
its entirety:

      "2.3  `Base Salary' means a Participant's annual  base
salary,    excluding    bonuses,   commissions,    incentive
compensation   and  all  other  remuneration  for   services
rendered  to  the  Company or a Participating  Employer  and
prior to a reduction for any salary contributions to a  plan
established  pursuant  to  Code  Section  125  or  qualified
pursuant to Code Section 401(k)."

      3.   Section 2.7 of the Plan, "Change in Control,"  is
hereby amended as of the date hereof by adding the following
to the end thereof:

      "Notwithstanding any other provision of  this  Section
2.7  or  any  other provisions of the Plan to the  contrary,
none   of  the  transactions  contemplated  by  the   Merger
Agreement which are undertaken by (i) Ingersoll-Rand Company
or  its  affiliates prior to or as of the Effective Time  or
(ii) Ingersoll-Rand Company Limited or its affiliates on  or
after  the  Effective Time shall trigger, constitute  or  be
deemed  a  Change  in Control.  On and after  the  Effective
Time,  solely  for proposes of this Section  2.7,  the  term
`Company' shall mean Ingersoll-Rand Company Limited."

      4.   Section 2.12 of the Plan, "Disability", is hereby
amended and restated as of the Effective Time as follows  in
its entirety:

     "2.12   `Disability' means the Participant is  eligible
to  receive  benefits  under  a  long-term  disability  plan
maintained by the Company or a Participating Employer."

     5.    Section 2.19 of the Plan, "Eligible Employee", is
hereby  amended  and restated as of the  Effective  Time  as
follows in its entirety:

     "2.19  `Eligible Employee' means an Elected Officer  or
an  individual who is among a select group of management and
highly   compensated  employees  of   the   Company   or   a
Participating  Employer  who  has  been  selected   by   the
Administrative   Committee,  in  its   sole   and   absolute
discretion, to participate in the Plan."

     6.    Section  2.22 of the Plan is hereby  amended  and
restated in its entirety as of the Effective Time:

     "2.22  `IR Stock' means the Class A common shares,  par
value $1,00 per share, of Ingersoll-Rand Company Limited,  a
Bermuda company."

     7.    A  new  Section 2.24A of the Plan, "Participating
Employer"  is  hereby  added as of  the  Effective  Time  as
follows in its entirety:

     "2.24A   `Participating Employer' means any  direct  or
indirect parent, subsidiary or affiliate of the Company."

     8.    Section  2.28 of the Plan, "Service",  is  hereby
amended and restated as of the Effective Time as follows  in
its entirety:

     "2.28   `Service'  means periods of  service  with  the
Company  or  a Participating Employer as determined  by  the
Administrative   Committee  in   its   sole   and   absolute
discretion."

     9.    Section 2 of the Plan is hereby amended as of the
date  hereof  to  include  the following  new  sections  for
additional definitions in proper alphabetical progression:

     "2.16A       `Effective Time' means the Effective  Time
as such time as defined in the Merger Agreement."

     "2.23A  `Merger Agreement' means that certain Agreement
and Plan of Merger among the Company, Ingersoll-Rand Company
Limited,  and IR Merger Corporation dated as of October  31,
2001,  pursuant to which the Company will become an indirect
wholly-owned subsidiary of Ingersoll-Rand Company Limited."

     10.   Section 7.6 of the Plan, "Form of Payments of  IR
Stock", is hereby amended as of the Effective Time by adding
the following to the end thereof:

     "Each share of IR Stock acquired by the Plan after  the
Effective  Time may be purchased for the Plan  on  the  open
market  or  may be issued directly to the Plan by Ingersoll-
Rand  Company Limited, in the sole and exclusive  discretion
of Ingersoll-Rand Company Limited."

     11.   A  new  section  7.3A of the Plan,  "Transfer  of
Employment",  is  hereby added as of the Effective  Time  as
follows in its entirety:

     "7.3A  Transfer  of  Employment.   Notwithstanding  any
provision  of  Sections 7.1, 7.2 or 7.3 to the  contrary,  a
Participant  shall  not  be considered  to  have  terminated
employment  during  a  Plan Year,  if  such  Participant  is
continuously employed during that Plan Year by the  Company,
a  Participating Employer, or any subsidiaries or affiliates
of a Participating Employer, or any combination thereof."

     12.   The  last sentence of Section 10.1 of  the  Plan,
"Unsecured General Creditor", is hereby amended and restated
as of the Effective Time as follows:

     "No Participant shall have any rights or privileges  of
a  stockholder  of the Company or of a member of  Ingersoll-
Rand  Company Limited under the Plan, including as a  result
of  the  crediting  of  units to a  Participant's  IR  Stock
Account or Supplemental Contribution Account, except at such
time as distribution is actually made from the Participant's
IR  Stock  Account or Supplemental Contribution Account,  as
applicable."

     13.   Section  10.4  of  the  Plan,  "No  Contract   of
Employment",  is  hereby  amended and  restated  as  of  the
Effective Time as follows in its entirety:

     "No  Contract of Employment.  The establishment of  the
Plan   or  any  modification  hereof  shall  not  give   any
Participant  or  other person the right  to  remain  in  the
service  of  the Company, a Participating Employer,  or  any
subsidiaries or affiliates of a Participating Employer,  and
all  Participants and other persons shall remain subject  to
discharge  to the same extent as if the Plan had never  been
adopted."

     14.  Except as specifically set forth herein, all other
terms of the Plan shall remain in full force and effect  and
are hereby ratified in all respects.


IN  WITNESS  WHEREOF, Ingersoll-Rand Company and  Ingersoll-
Rand   Company  Limited  have  had  their  duly   authorized
representatives sign this Amendment on December 31, 2001.

                         INGERSOLL-RAND COMPANY


                         By:  /S/
                              Ronald G. Heller
                              Vice President and Secretary


     The Plan, as amended herein, is hereby acknowledged and
accepted  by  Ingersoll-Rand  Company  Limited  as  of   the
Effective Time, as defined above, solely for the purpose  of
Ingersoll-Rand  Company Limited issuing its Class  A  common
shares,  in its sole and exclusive discretion, in  order  to
pay  benefits  to  eligible  employees  as  defined  in  and
pursuant to the provisions of the Plan.


                         INGERSOLL-RAND COMPANY LIMITED


                         By:  /S/
                              Gerald E. Swimmer
                              President