EXHIBIT 4.12


                                                           5-Year


                      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 definition of "Borrowing Subsidiary" is hereby
amended by deleting such definition in its entirety and inserting in
lieu thereof, in proper alphabetical order, the following:

          "Additional Borrower" means, at any time, IR
          Parent and each of the Subsidiaries which has been
          designated as an Additional Borrower by the
          Borrower pursuant to Section 2.16, other than any
          such Subsidiary which has ceased to be an
          Additional Borrower as provided in Section 2.16,
          and which may borrow Committed Loans as described
          in Section 2.1.

          (c)  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".

	  (d)  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".

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

	  (f)  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".

	  (g)  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.   Borrowing Subsidiary/Additional Borrower.  As used
throughout the Credit Agreement, the term "Borrowing Subsidiary"
is hereby replaced with the term "Additional Borrower".

	  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.   Amendment to Section 2.3 (Money Market Borrowings).
Section 2.3 of the Credit Agreement is hereby amended to make each
reference therein to "the Borrower" 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".

	  7.   Amendment to Section 2.15 (Withholding Tax Exemption).
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, IR Parent or any other entity that is an Additional
Borrower at the time of such delivery".

	  8.   Amendment to Section 2.16 (Borrowing Subsidiaries).
Section 2.16 of the Credit Agreement is hereby amended by deleting
said Section 2.16 in its entirety and inserting in lieu thereof the
following:

          Additional Borrowers.  (a) The Borrower hereby
          designates IR Parent as an Additional Borrower,
          effective as of the date of the First Amendment
          hereto.

          (b) On or after the Effective Date, the Borrower
          may designate any wholly owned Subsidiary of IR
          Parent or any wholly owned Subsidiary of the
          Borrower as an Additional Borrower by delivery to
          the Administrative Agent of (i) an Additional
          Borrower Agreement executed by such Subsidiary, IR
          Parent, and the Borrower, substantially in the
          form of Exhibit G hereto and (ii) a favorable
          written opinion (addressed to the Administrative
          Agent and the Banks) of counsel of such Subsidiary
          or Subsidiaries (which opinion shall be reasonably
          satisfactory to the Administrative Agent).  Upon
          delivery of the above-mentioned documents, such
          Subsidiary shall for all purposes of this
          Agreement be an Additional Borrower and a party to
          this Agreement.  Promptly following receipt of any
          Additional Borrower Agreement, the Administrative
          Agent shall send a copy thereof to each Bank.

          9.   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(b), by inserting
immediately after the word "Borrower" therein the phrase "or IR
Parent"; (ii) in Section 6.1(f), by inserting immediately after
the word "Borrower" therein the words ", IR Parent"; (iii) in
Section 6.1(g), by inserting immediately after both occurrences
of the word "Borrower" therein the words ", IR Parent"; (iv) in
Section 6.1(i), by inserting immediately after the word
"Borrower" therein the words ", IR Parent"; and (v) in Section
6.1(j), by inserting in lieu of each occurrence of the word
"Borrower" therein, the words "IR Parent".

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

          or the guarantee of IR Parent made in Section 9.16
          hereof shall cease to be effective or IR Parent
          shall contest the validity of such guarantee in
          court;

          10.  Amendment to Section 9.16 (Guarantee Agreement).
Section 9.16 of the Credit Agreement is hereby amended to add, in
addition to and in the same form as the existing guarantee by the
Borrower, a guarantee by IR Parent of the obligations of the
Borrower and each Additional Borrower, as follows: (i)
immediately after the title of such section, inserting "(a)" and
(ii) after the final period therein inserting the following:

               (b) 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 and each Additional
          Borrower.  IR Parent further agrees that the due
          and punctual payment of the Obligations of  the
          Borrower or any Additional 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 or any
          Additional 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 or any Additional
          Borrower under the provisions of this Agreement,
          any Additional Borrower 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, any Additional
          Borrower or other 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
          Borrower or any Additional 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 or
          any Additional 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 or any Additional
          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 or any Additional 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 or any Additional
          Borrower to the Bank (it being understood that,
          after the discharge of all the Obligations due and
          payable from the Borrower and the Additional
          Borrowers, 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.  Amendment to Exhibit G.  Exhibit G to the Credit
Agreement is hereby amended by deleting said exhibit in its entirety
and inserting in lieu thereof Exhibit G hereto.

	 13.  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 and (ii) legal opinions of counsel for the Borrower and for
IR Parent in form reasonably satisfactory to the Administrative
Agent 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.

	 14.  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.

	 15.  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.

	 16.  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.

	 17.  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.

	 18.  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:
                                                        EXHIBIT G


                  ADDITIONAL BORROWER AGREEMENT

          AGREEMENT dated as of _____, 20   , made by [ADDITIONAL
BORROWER(S)] (the "New Additional Borrower"), INGERSOLL-RAND
COMPANY (the "Borrower") in favor of THE CHASE MANHATTAN BANK, as
Administrative Agent for the Banks from time to time parties to
the Credit Agreement referred to below.

                       W I T N E S S E T H

          WHEREAS, this Additional Borrower Agreement (the
"Agreement") relates to the $1,250,000,000 5-Year Credit
Agreement dated as of July 2, 2001 among the Borrower, the Banks,
and the Agents (the "Credit Agreement"); and

          WHEREAS, the Borrower and the New Additional Borrower
desire that the New Additional Borrower become an Additional
Borrower under the Credit Agreement;

          NOW, THEREFORE, in consideration of the foregoing and
the mutual agreements contained herein, the parties hereto agree
as follows:

          SECTION 1.  Definitions.  All capitalized terms not
otherwise defined herein shall have the respective meanings set
forth in the Credit Agreement.

          SECTION 2.  New Additional Borrower.  Upon the
effectiveness of this Agreement and the satisfaction of the
requirements of the Credit Agreement, the New Additional
Borrower, as provided in Section 2.16 of the Credit Agreement,
hereby becomes party to the Credit Agreement as an Additional
Borrower.

          SECTION 4.  Agreements.  (a)  The Borrower hereby
agrees that the guarantee of the Borrower contained in the Credit
Agreement shall apply to the Obligations of the New Additional
Borrower.

          (b)  IR Parent hereby agrees that the guarantee of IR
Parent contained in the Credit Agreement shall apply to the
Obligations of the New Additional Borrower.

          (c)  The New Additional Borrower hereby agrees to be
bound by all provisions of the Credit Agreement.

          SECTION 5.  Representations and Warranties.  The
Borrower represents that the New Additional Borrower is organized
under the laws of [                              ], and that the
representations and warranties of the Borrower in the Credit
Agreement are true and correct in all material respects on and as
of the date hereof after giving effect to this agreement (it
being understood that the representations and warranties in
Sections 4.4 [Financial Information; No Material Adverse Change]
and 4.5 [Litigation ] shall be deemed for purposes of this
agreement to refer to the financial statements most recently
delivered under Section 5.1(a) or (b) [Information] and to the
date thereof at all times after the first such delivery
thereunder rather than to the dates and financial statements
specified in Section s 4.4 and 4.5).

          SECTION 6.  Effectiveness.  This Agreement shall become
effective as of the date when the Administrative Agent shall have
received:

          (a)  Counterparts hereof duly executed by the Borrower,
IR Parent, the New Additional Borrower and the Administrative
Agent;

          (b)  All documents the Administrative Agent may
reasonably request relating to the existence of the New
Additional Borrower, the corporate authority for and the validity
of this Agreement and the Credit Agreement, and any other matters
relevant hereto, all in form and substance reasonably
satisfactory to the Administrative Agent;

          (c)  A favorable written opinion of counsel for the New
Additional Borrower, addressed to the Administrative Agent and
the Banks, in form and substance reasonably satisfactory to the
Administrative Agent; and

          (d)  If the New Additional Borrower is organized under
a jurisdiction other than the United States of America, evidence
in form and substance reasonably satisfactory to the
Administrative Agent that the New Additional Borrower has
appointed an agent for service of process in New York City.

          SECTION 7.  Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York.

          SECTION 8.  Counterparts.  This Agreement may be signed
in any number of counterparts with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement 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:




                              [NEW ADDITIONAL BORROWER]

                              By:/S/____________________________
                                Name:
                                Title:




                              THE CHASE MANHATTAN BANK,
                                as Administrative Agent

                              By:/S/____________________________
                                Name:
                                Title: