EXHIBIT 10.13

                  REORGANIZATION AMENDMENT
                           TO THE
      INGERSOLL-RAND COMPANY SUPPLEMENTAL PENSION PLAN



       WHEREAS,   Ingersoll-Rand  Company,  a   New   Jersey
corporation, adopted the Ingersoll-Rand Company Supplemental
Pension   Plan   effective  as  of  June   30,   1995   (the
"Supplemental Pension Plan"); and

      WHEREAS, Ingersoll-Rand Company reserved the right  at
any  time  and  from time to time to amend the  Supplemental
Pension  Plan  in  accordance  with  Section  4.1   of   the
Supplemental Pension Plan; and

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

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

      1.   Section 4.1(a) is hereby amended and restated  in
its entirety to read as follows:

     "4.1 (a)  Amendment and Termination.  This Supplemental
Pension  Plan  may, at any time and from time  to  time,  be
amended  or  terminated, without consent of any Employee  or
beneficiary (i) by the Board of Directors of the Company  or
(ii)  in  the  case  of amendments which do  not  materially
modify  the  provisions  hereof,  the  Committee,  provided,
however, that no such amendment or termination shall  reduce
any  benefits  accrued under the terms of this  Supplemental
Pension  Plan prior to the date of termination or amendment.
Subject   to  Section  4.1(c)  below,  notwithstanding   the
foregoing,  in  the  event that the Board  of  Directors  of
Ingersoll-Rand  Company  (or  any  trustee  of   any   trust
established  by  the Company for purposes of satisfying  its
obligations  hereunder) determines,  or  on  and  after  the
Effective Time is informed by the Board of Directors of  the
Company,  that  a  `change of control' of  the  Company  has
occurred,  any subsequent amendment modifying or terminating
the Supplemental Pension Plan shall have no force or effect.

     (b)   Change of Control.  For purposes of this  Section
4.1,   a   `change  of  control'  shall  have  the   meaning
designated:   (i)  in  the  Ingersoll-Rand   Benefit   Trust
Agreement,  dated  as  of September  1,  1988,  as  amended,
between the Company and The Bank of New York, as trustee, or
(ii)  in  such  other  trust  agreement  that  restates   or
supersedes  the  agreement referred to  in  clause  (i),  in
either  case  for purposes of satisfying certain obligations
to executive employees of the Company.

     (c)   Notwithstanding the foregoing provisions of  this
Section  4.1  or  any  other provision of  the  Supplemental
Pension  Plan  to  the  contrary, none of  the  transactions
contemplated by the Merger Agreement that are undertaken  by
(i) Ingersoll-Rand Company or its affiliates prior to and 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   of
control'.  On and after the Effective Time, solely  for  the
purpose  of  determining whether a `change of  control'  has
occurred,  the  term  `Company'  shall  mean  Ingersoll-Rand
Company Limited.

     (d)   Change  of Control Definitions.  For purposes  of
Section  4.1  of  this Supplemental Pension Plan  the  terms
below shall have the following meaning:

           `Effective Time' shall mean the Effective Time as
such term is defined in the Merger Agreement.

            `Merger  Agreement'  shall  mean  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."

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

      IN WITNESS WHEREOF, Ingersoll-Rand Company has had its
duly  authorized  representative  sign  this  Amendment   on
December 31, 2001.

                         INGERSOLL-RAND COMPANY

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