Exhibit 4.9



















                                    FORM OF
                              GUARANTEE AGREEMENT

                                    Between

                            INGERSOLL-RAND COMPANY

                                (as Guarantor)

                                      and

                             ____________________

                                 (as Trustee)

                                  dated as of

                             ___________ __, 2000


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                            CROSS-REFERENCE TABLE*


Section of
Indenture Act of                         Section of
1939, as amended                         Guarantee Agreement

310(a)                                           4.1(a)
310(b)                                           4.1(c), 2.8
310(c)                                           Inapplicable
311(a)                                           2.2(b)
311(b)                                           2.2(b)
311(c)                                           Inapplicable
312(a)                                           2.2(a)
312(b)                                           2.2(b)
313                                              2.3
314(a)                                           2.4
314(b)                                           Inapplicable
314(c)                                           2.5
314(d)                                           Inapplicable
314(e)                                           1.1, 2.5, 3.2
314(f)                                           2.1, 3.2
315(a)                                           3.1(d)
315(b)                                           2.7
315(c)                                           3.1
315(d)                                           3.1(d)
316(a)                                           1.1, 2.6, 5.4
316(b)                                           5.3
316(c)                                           8.2
317(a)                                           Inapplicable
317(b)                                           Inapplicable
318(a)                                           2.1(b)
318(b)                                           2.1
318(c)                                           2.1(a)

___________________
*  This Cross-Reference Table does not constitute part of the Guarantee
Agreement and shall not affect the interpretation of any of its terms
or provisions.














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                               Table of Contents
                                                                          Page
                                   ARTICLE I

SECTION 1.1.   Definitions  . . . . . . . . . . . . . . . . . . . . . . . .  1

                                  ARTICLE II
                              TRUST INDENTURE ACT

SECTION 2.1.   Trust Indenture Act; Application.    . . . . . . . . . . . .  4
SECTION 2.2.   List of Holders. . . . . . . . . . . . . . . . . . . . . . .  4
SECTION 2.3.   Reports by the Guarantee Trustee . . . . . . . . . . . . . .  4
SECTION 2.4.   Periodic Reports to the Guarantee Trustee  . . . . . . . . .  5
SECTION 2.5.   Evidence of Compliance with Conditions Precedent . . . . . .  5
SECTION 2.6.   Events of Default; Waiver  . . . . . . . . . . . . . . . . .  5
SECTION 2.7.   Event of Default; Notice . . . . . . . . . . . . . . . . . .  5
SECTION 2.8.   Conflicting Interests  . . . . . . . . . . . . . . . . . . .  6

                                  ARTICLE III
              POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1.   Powers and Duties of the Guarantee Trustee . . . . . . . . .  6
SECTION 3.2.   Certain Rights of Guarantee Trustee  . . . . . . . . . . . .  7
SECTION 3.3.   Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . .  9

                                  ARTICLE IV
                               GUARANTEE TRUSTEE

SECTION 4.1.   Guarantee Trustee: Eligibility . . . . . . . . . . . . . . .  9
SECTION 4.2.   Appointment, Removal and Resignation of the
                 Guarantee Trustee. . . . . . . . . . . . . . . . . . . . . 10

                                   ARTICLE V
                                   GUARANTEE

SECTION 5.1.   Guarantee  . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 5.2.   Waiver of Notice and Demand  . . . . . . . . . . . . . . . . 11
SECTION 5.3.   Obligations Not Affected . . . . . . . . . . . . . . . . . . 11
SECTION 5.4.   Rights of Holders  . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.5.   Guarantee of Payment . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.6.   Subrogation  . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.7.   Independent Obligations  . . . . . . . . . . . . . . . . . . 12

                                  ARTICLE VI
                          COVENANTS AND SUBORDINATION

SECTION 6.1.   Subordination  . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.2.   Pari Passu Guarantees  . . . . . . . . . . . . . . . . . . . 13
SECTION 6.3.   Limitation of Transactions . . . . . . . . . . . . . . . . . 13

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SECTION 6.4.   Corporate Existence  . . . . . . . . . . . . . . . . . . . . 13

                                  ARTICLE VII
                                  TERMINATION

SECTION 7.1.   Termination  . . . . . . . . . . . . . . . . . . . . . . . . 14

                                 ARTICLE VIII
                                 MISCELLANEOUS

SECTION 8.1.   Successors and Assigns . . . . . . . . . . . . . . . . . . . 14
SECTION 8.2.   Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 8.3.   Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 8.4.   Consolidation, Merger, Conveyance, Transfer or Lease . . . . 16
SECTION 8.5.   Benefit  . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 8.6.   Interpretation . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 8.7.   Governing Law  . . . . . . . . . . . . . . . . . . . . . . . 17
































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                              GUARANTEE AGREEMENT

          This GUARANTEE AGREEMENT, dated as of ________ __, 2000, is
executed and delivered by INGERSOLL-RAND COMPANY, a New Jersey corporation
(the "Guarantor"), having its principal office at 200 Chestnut Ridge Road,
Woodcliff Lake, NJ  07677-7700, and, ____________________, a ________ banking
corporation, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Preferred Securities and
Common Securities (each as defined herein and together, the "Securities") of
Ingersoll-Rand Financing [II] [III], a Delaware statutory business trust (the
"Issuer").

          WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated
as of _______ __, 2000 (the "Trust Agreement"), among the Guarantor, as
Depositor, the Property Trustee and the Delaware Trustee named therein, the
Administrative Trustees named therein and the Holders from time to time of
undivided beneficial ownership interests in the assets of the Issuer, the
Issuer is issuing $_______ aggregate Liquidation Amount (as defined in the
Trust Agreement) of its Preferred Securities, Liquidation Amount $____ per
preferred security) (the "Preferred Securities") representing undivided
beneficial ownership interests in the assets of the Issuer and having the
terms set forth in the Trust Agreement;

          WHEREAS, the Preferred Securities and the Common Securities (as
defined herein), will be issued by the Issuer in exchange for Subordinated
Notes (as defined in the Trust Agreement) of the Guarantor which will be
deposited with __________, as Property Trustee under the Trust Agreement, as
trust assets; and

          WHEREAS, as incentive for the Holders to purchase Securities the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth herein, to pay to the Holders of the Securities the Guarantee Payments
(as defined herein) and to make certain other payments on the terms and
conditions set forth herein.

          NOW, THEREFORE, in consideration of the purchase by each Holder of
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time of the Securities.

                                   ARTICLE I

          SECTION 1.1.  Definitions.

          As used in this Guarantee Agreement, the terms set forth below
shall, unless the context otherwise requires, have the following meanings.

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Capitalized or otherwise defined terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Trust Agreement as in
effect on the date hereof.

          "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that an Affiliate of
the Guarantor shall not be deemed to be an Affiliate of the Issuer. For the
purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

          "Board of Directors" means either the board of directors of the
Guarantor or any committee of that board duly authorized to act hereunder.
"Common Securities" means the securities representing common undivided
beneficial ownership interests in the assets of the Issuer.

          "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement; provided,
however, that, except with respect to a default in payment of any Guarantee
Payments, the Guarantor shall have received notice of default and shall not
have cured such default within 90 days after receipt of such notice.

          "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Securities, to the extent not paid
or made by or on behalf of the Issuer: (i) any accumulated and unpaid
Distributions (as defined in the Trust Agreement) required to be paid on the
Securities, to the extent the Issuer shall have funds on hand available
therefor at such time, (ii) the redemption price, including all accrued and
unpaid Distributions to the date of redemption (the "Redemption Price"), with
respect to any Securities called for redemption by the Issuer, to the extent
the Issuer shall have funds on hand available therefor at such time, (iii)
upon a voluntary or involuntary dissolution, winding up or termination of the
Issuer, unless Subordinated Notes are distributed to the Holders or all the
Securities are redeemed, the lesser of (a) the aggregate of the Liquidation
Amount plus accrued and unpaid Distributions to the date of payment to the
extent the Issuer shall have funds on hand available therefor at such time
and (b) the amount of assets of the Issuer remaining available for
distribution to Holders in liquidation of the Issuer after satisfaction of
liabilities to creditors of the Issuer as required by applicable law (in
either case, the "Liquidation Distribution") and (iv) all other amounts due
with respect to the Securities.

          "Guarantee Trustee" means ____________________, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment


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pursuant to the terms of this Guarantee Agreement, and thereafter means each
such Successor Guarantee Trustee.

          "Holder" means any holder, as registered on the books and records of
the Issuer, of any Securities; provided, however, that in determining whether
the holders of the requisite percentage of Securities have given any request,
notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the
Guarantee Trustee.

          "Indenture" means the Subordinated Indenture dated as of _________
__, 2000, as supplemented and amended (including pursuant to any supplemental
indenture, board resolution or officers' certificate establishing the terms
of a series of Securities thereunder) between the Guarantor and
____________________, as trustee.

          "List of Holders" has the meaning specified in Section 2.2(a).

          "Majority in aggregate Liquidation Amount of the Securities" means,
except as provided by the Trust Indenture Act, a vote by the Holder(s),
voting separately as a class, of more than 50% of the aggregate Liquidation
Amount of all then outstanding Securities issued by the Issuer.

          "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman or a Vice Chairman of the Board of
Directors of such Person or the President or a Vice President of such Person,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of such Person, and delivered to the Guarantee Trustee. Any
Officers' Certificate delivered with respect to compliance with a condition
or covenant provided for in this Guarantee Agreement shall include:

          (a)   a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions relating
thereto;

          (b)   a brief statement of the nature and scope of the examination
or investigation undertaken by each officer in rendering the Officers'
Certificate;

          (c)   a statement that each officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such
officer to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

          (d)   a statement as to whether, in the opinion of each officer,
such condition or covenant has been complied with.



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<PAGE>

          "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other
entity of whatever nature.

          "Preferred Securities" has the meaning specified in the preamble to
this Agreement.

          "Regular Record Date" has the meaning assigned to such term in the
Indenture.

          "Responsible Officer" when used with respect to the Guarantee
Trustee means any officer of the Guarantee Trustee assigned by the Guarantee
Trustee from time to time to administer its corporate trust matters.

          "Securities" has the meaning specified in the preamble to this
Agreement.

          "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.


          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

                                  ARTICLE II

                             TRUST INDENTURE ACT

          SECTION 2.1.  Trust Indenture Act; Application.

          (a)   This Guarantee Agreement is subject to the provisions of the
Trust Indenture Act that are required to be part of this Guarantee Agreement
and shall, to the extent applicable, be governed by such provisions.

          (b)  If and to the extent that any provision of this Guarantee
Agreement limits, qualifies or conflicts with the duties imposed by Sections
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

          SECTION 2.2.  List of Holders.

          (a)   The Guarantor will furnish or cause to be furnished to the
Guarantee Trustee:



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<PAGE>

               (i)  semi-annually, not later than 15 days after each Regular
          Record Date, or, in the case of any series of Securities on which
          semi-annual interest is not payable, not more than 15 days after
          such semi-annual dates as may be specified by the Guarantee
          Trustee, a list, in such form as the Guarantee Trustee may
          reasonably require, of the names and addresses of the Holders as of
          such Regular Record Date or semi-annual date, as the case may be,
          and

               (ii)  at such other times as the Guarantee Trustee may request
          in writing, within 30 days after the receipt by the Guarantor of
          any such request, a list of similar form and content as of a date
          not more than 15 days prior to the time such list is furnished,
          excluding from any such list names and addresses received by the
          Guarantee Trustee in its capacity as Securities Registrar.

          (b)   The Guarantee Trustee shall comply with its obligations under
Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.


          SECTION 2.3.  Reports by the Guarantee Trustee.

          (a)  The Guarantee Trustee shall transmit to Holders such reports
concerning the Guarantee Trustee and its actions under this Guarantee
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.  If required by Section 313(a)
of the Trust Indenture Act, the Guarantee Trustee shall, within sixty days
after each May 15 following the date of this Guarantee Agreement deliver to
Holders a brief report, dated as of such May 15, which complies with the
provisions of such Section 313(a).

          (b)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Guarantee Trustee with each stock
exchange, if any, upon which the Securities are listed, with the Commission
and with the Company.  The Company will promptly notify the Guarantee Trustee
when the Securities are listed on any stock exchange and of any delisting
thereof.

          SECTION 2.4.  Periodic Reports to the Guarantee Trustee.

          The Guarantor shall provide to the Guarantee Trustee, the
Securities and Exchange Commission and the Holders such documents, reports
and information, if any, as required by Section 314 of the Trust Indenture
Act and the compliance certificate required by Section 314 of the Trust
Indenture Act, in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act.  Delivery of such reports,
information and documents to the Guarantee Trustee is for informational

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<PAGE>

purposes only and the Guarantee Trustee's receipt of such shall not
constitute constructive notice of any information contained therein,
including the Guarantor's compliance with any of its covenants hereunder (as
to which the Guarantee Trustee is entitled to rely exclusively on Officers'
Certificates).

          SECTION 2.5.  Evidence of Compliance with Conditions Precedent.

          The Guarantor shall provide to the Guarantee Trustee such evidence
of compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of
an Officers' Certificate.

          SECTION 2.6.  Events of Default; Waiver.

          The Holders of a Majority in aggregate Liquidation Amount of the
Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Guarantee Agreement, but
no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent therefrom.

          SECTION 2.7.  Event of Default; Notice.

          (a)   The Guarantee Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders, notices of all Events of Default actually known to
the Guarantee Trustee, unless such defaults have been cured before the giving
of such notice, provided, that, except in the case of a default in the
payment of a Guarantee Payment, the Guarantee Trustee shall be protected in
withholding such notice if and so long as the Board of Directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Guarantee Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders.

          (b)   The Guarantee Trustee shall not be deemed to have knowledge
of any Event of Default unless the Guarantee Trustee shall have received
written notice, or a Responsible Officer charged with the administration of
this Guarantee Agreement shall have obtained written notice, of such Event of
Default.






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          SECTION 2.8.  Conflicting Interests.

          The Trust Agreement shall be deemed to be specifically described in
this Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

                                  ARTICLE III

              POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

          SECTION 3.1.  Powers and Duties of the Guarantee Trustee.

          (a)   This Guarantee Agreement shall be held by the Guarantee
Trustee for the benefit of the Holders, and the Guarantee Trustee shall not
transfer this Guarantee Agreement to any Person except a Holder exercising
his or her rights pursuant to Section 5.4(iv) or to a Successor Guarantee
Trustee on acceptance by such Successor Guarantee Trustee of its appointment
to act as Successor Guarantee Trustee. The right, title and interest of the
Guarantee Trustee shall automatically vest in any Successor Guarantee
Trustee, upon acceptance by such Successor Guarantee Trustee of its
appointment hereunder, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and
delivered pursuant to the appointment of such Successor Guarantee Trustee.

          (b)  If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of
the Holders.

          (c)   The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to Section
2.6), the Guarantee Trustee shall exercise such of the rights and powers
vested in it by this Guarantee Agreement, and use the same degree of care and
skill in its exercise thereof, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

          (d)   No provision of this Guarantee Agreement shall be construed
to relieve the Guarantee Trustee from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct, except that:

          (i)   prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A)   the duties and obligations of the Guarantee Trustee
          shall be determined solely by the express provisions of this

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          Guarantee Agreement, and the Guarantee Trustee shall not be liable
          except for the performance of such duties and obligations as are
          specifically set forth in this Guarantee Agreement; and

               (B)   in the absence of bad faith on the part of the Guarantee
          Trustee, the Guarantee Trustee may conclusively rely, as to the
          truth of the statements and the correctness of the opinions
          expressed therein, upon any certificates or opinions furnished to
          the Guarantee Trustee and conforming to the requirements of this
          Guarantee Agreement; but in the case of any such certificates or
          opinions that by any provision hereof or of the Trust Indenture Act
          are specifically required to be furnished to the Guarantee Trustee,
          the Guarantee Trustee shall be under a duty to examine the same to
          determine whether or not they conform to the requirements of this
          Guarantee Agreement;

          (ii)  the Guarantee Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Guarantee
     Trustee, unless it shall be proved that the Guarantee Trustee was
     negligent in ascertaining the pertinent facts upon which such judgment
     was made;

          (iii)  the Guarantee Trustee shall not be liable with respect
     to any action taken or omitted to be taken by it in good faith in
     accordance with the direction of the Holders of not less than a Majority
     in aggregate Liquidation Amount of the Securities relating to the time,
     method and place of conducting any proceeding for any remedy available
     to the Guarantee Trustee, or exercising any trust or power conferred
     upon the Guarantee Trustee under this Guarantee Agreement; and

          (iv)  no provision of this Guarantee Agreement shall require the
     Guarantee Trustee to expend or risk its own funds or otherwise incur
     personal financial liability in the performance of any of its duties or
     in the exercise of any of its rights or powers, if the Guarantee Trustee
     shall have reasonable grounds for believing that the repayment of such
     funds or liability is not reasonably assured to it under the terms of
     this Guarantee Agreement or adequate indemnity against such risk or
     liability is not reasonably assured to it.

          SECTION 3.2.  Certain Rights of Guarantee Trustee.

          (a)   Subject to the provisions of Section 3.1:

          (i)   The Guarantee Trustee may conclusively rely and shall be
     fully protected in acting or refraining from acting upon any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of

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     indebtedness or other paper or document reasonably believed by it to be
     genuine and to have been signed, sent or presented by the proper party
     or parties.

          (ii)  Any direction or act of the Guarantor contemplated by this
     Guarantee Agreement shall be sufficiently evidenced by an Officers'
     Certificate unless otherwise prescribed herein.

          (iii)  Whenever, in the administration of this Guarantee
     Agreement, the Guarantee Trustee shall deem it desirable that a matter
     be proved or established before taking, suffering or omitting to take
     any action hereunder, the Guarantee Trustee (unless other evidence is
     herein specifically prescribed) may, in the absence of bad faith on its
     part, request and rely upon an Officers' Certificate which, upon receipt
     of such request from the Guarantee Trustee, shall be promptly delivered
     by the Guarantor.

          (iv)  The Guarantee Trustee may consult with legal counsel of its
     selection, and the advice or opinion of such legal counsel with respect
     to legal matters shall be full and complete authorization and protection
     in respect of any action taken, suffered or omitted to be taken by it
     hereunder in good faith and in accordance with such advice or opinion.
     Such legal counsel may be legal counsel to the Guarantor or any of its
     Affiliates and may be one of its employees. The Guarantee Trustee shall
     have the right at any time to seek instructions concerning the
     administration of this Guarantee Agreement from any court of competent
     jurisdiction.

          (v)   The Guarantee Trustee shall be under no obligation to
     exercise any of the rights or powers vested in it by this Guarantee
     Agreement at the request or direction of any Holder, unless such Holder
     shall have provided to the Guarantee Trustee such adequate security and
     indemnity as would satisfy a reasonable person in the position of the
     Guarantee Trustee, against the costs, expenses (including attorneys'
     fees and expenses) and liabilities that might be incurred by it in
     complying with such request or direction, including such reasonable
     advances as may be requested by the Guarantee Trustee; provided that,
     nothing contained in this Section 3.2(a)(v) shall be taken to relieve
     the Guarantee Trustee, upon the occurrence of an Event of Default, of
     its obligation to exercise the rights and powers vested in it by this
     Guarantee Agreement.

          (vi)  The Guarantee Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Guarantee Trustee, in

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     its discretion, may make such further inquiry or investigation into such
     facts or matters as it may see fit, and, if the Guarantee Trustee shall
     determine to make such further inquiry or investigation, it shall be
     entitled to examine the books, records and premises of the Company,
     personally or by agent or attorney at the sole cost of the Company and
     shall incur no liability or additional liability of any kind by reason
     of such inquiry or investigation;

          (vii)  The Guarantee Trustee may execute any of the trusts or
     powers hereunder or perform any duties hereunder either directly or by
     or through its agents or attorneys, and the Guarantee Trustee shall not
     be responsible for any misconduct or negligence on the part of any such
     agent or attorney appointed with due care by it hereunder.

          (viii)  Whenever in the administration of this Guarantee
     Agreement the Guarantee Trustee shall deem it desirable to receive
     written instructions with respect to enforcing any remedy or right or
     taking any other action hereunder, the Guarantee Trustee (A) may request
     written instructions from the Holders, (B) may refrain from enforcing
     such remedy or right or taking such other action until such written
     instructions are received, and (C) shall be protected in acting in
     accordance with such written instructions.

          (ix)  The Guarantee Trustee shall not be liable for any action
     taken, suffered, or omitted to be taken by it in good faith and
     reasonably believed by it to be authorized or within the discretion or
     rights or powers conferred upon it by this Guarantee Agreement.

          (x)   The Guarantee Trustee shall not be deemed to have notice of
     any default or Event of Default unless a Responsible Officer of the
     Guarantee Trustee has actual knowledge thereof or unless written notice
     of any event which is in fact such a default is received by the
     Guarantee Trustee at the Corporate Trust Office of the Guarantee
     Trustee, and such notice references the Securities and this Guarantee
     Agreement;

          (xi)  The rights, privileges, protections, immunities and benefits
     given to the Guarantee Trustee, including, without limitation, its right
     to be indemnified, are extended to, and shall be enforceable by, the
     Guarantee Trustee in each of its capacities hereunder, and to each
     agent, custodian and other Person employed to act hereunder; and

          (xii)  The Guarantee Trustee may request that the Company
     deliver an Officers' Certificate setting forth the names of individuals
     and/or titles of officers authorized at such time to take specified
     actions pursuant to this Guarantee Agreement, which Officers'
     Certificate may be signed by any person authorized to sign an Officers'


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<PAGE>

     Certificate, including any person specified as so authorized in any such
     certificate previously delivered and not superseded.

          (b)   No provision of this Guarantee Agreement shall be deemed to
impose any duty or obligation on the Guarantee Trustee to perform any act or
acts or exercise any right, power, duty or obligation conferred or imposed on
it in any jurisdiction in which it shall be illegal, or in which the
Guarantee Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts or to exercise any such
right, power, duty or obligation. No permissive power or authority available
to the Guarantee Trustee shall be construed to be a duty to act in accordance
with such power and authority.

          SECTION 3.3.  Indemnity.

          The Guarantor agrees to indemnify the Guarantee Trustee for, and to
hold it harmless against, any and all loss, liability, damage, claim or
expense incurred without negligence or bad faith on the part of the Guarantee
Trustee, arising out of or in connection with the acceptance or
administration of this Guarantee Agreement, including the costs and expenses
of defending itself against any claim (whether asserted by the Issuer, the
Guarantor, any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder.

                                  ARTICLE IV

                              GUARANTEE TRUSTEE

          SECTION 4.1.  Guarantee Trustee; Eligibility.

          (a)   There shall at all times be a Guarantee Trustee which shall:

          (i)   not be an Affiliate of the Guarantor; and

          (ii)  be a Person that is eligible pursuant to the Trust Indenture
     Act to act as such and has a combined capital and surplus of at least
     $50,000,000, and shall be a corporation meeting the requirements of
     Section 310(a) of the Trust Indenture Act. If such corporation publishes
     reports of condition at least annually, pursuant to law or to the
     requirements of the supervising or examining authority, then, for the
     purposes of this Section and to the extent permitted by the Trust
     Indenture Act, the combined capital and surplus of such corporation
     shall be deemed to be its combined capital and surplus as set forth in
     its most recent report of condition so published.

          (b)   If at any time the Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a), the Guarantee Trustee shall

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<PAGE>

immediately resign in the manner and with the effect set out in Section
4.2(c).

          (c)   If the Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Guarantee Trustee and Guarantor shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture Act.

          SECTION 4.2.  Appointment, Removal and Resignation of the Guarantee
Trustee.

          (a)   Subject to Section 4.2(b), the Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor.

          (b)   The Guarantee Trustee shall not be removed until a Successor
Guarantee Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Guarantee Trustee and delivered
to the Guarantor.  If an instrument of acceptance by a Successor Guarantee
Trustee shall not have been delivered to the Guarantee Trustee within 30 days
after such removal, the Guarantee Trustee being removed may, at the expense
of the Guarantor, petition any court of competent jurisdiction for the
appointment of a Successor Guarantee Trustee.

          (c)   The Guarantee Trustee appointed hereunder shall hold office
until a Successor Guarantee Trustee shall have been appointed or until its
removal or resignation. The Guarantee Trustee may resign from office (without
need for prior or subsequent accounting) by an instrument in writing executed
by the Guarantee Trustee and delivered to the Guarantor, which resignation
shall not take effect until a Successor Guarantee Trustee has been appointed
and has accepted such appointment by instrument in writing executed by such
Successor Guarantee Trustee and delivered to the Guarantor and the resigning
Guarantee Trustee.

          (d)   If no Successor Guarantee Trustee shall have been appointed
and accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Guarantee Trustee.




                                     -16-

<PAGE>

                                   ARTICLE V

                                  GUARANTEE

          SECTION 5.1.  Guarantee.

      The Guarantor irrevocably and unconditionally agrees to pay in full
the Guarantee Payments (without duplication of amounts theretofore paid by or
on behalf of the Issuer), as and when due, regardless of any defense, right
of set-off or counterclaim which the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor or by causing the Issuer to
pay such amounts.

          SECTION 5.2.  Waiver of Notice and Demand.

          The Guarantor hereby waives notice of acceptance of the Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

          SECTION 5.3.  Obligations Not Affected.

          The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by
reason of the happening from time to time of any of the following:

          (a)   the release or waiver, by operation of law or otherwise, of
the performance or observance by the Issuer of any express or implied
agreement, covenant, term or condition relating to the Securities to be
performed or observed by the Issuer;

          (b)   the extension of time for the payment by the Issuer of all or
any portion of the Distributions (other than an extension of time for payment
of Distributions that results from the extension of any interest payment
period on the Subordinated Notes as provided in the Indenture), Redemption
Price, Liquidation Distribution or any other sums payable under the terms of
the Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Securities;

          (c)   any failure, omission, delay or lack of diligence on the part
of the Holders to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Securities, or
any action on the part of the Issuer granting indulgence or extension of any
kind;

          (d)   the voluntary or involuntary liquidation, dissolution, sale
of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or
readjustment of debt of, or other similar proceedings affecting, the Issuer
or any of the assets of the Issuer;

                                     -17-

<PAGE>

          (e)   any invalidity of, or defect or deficiency in, the
Securities;

          (f)   the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or

          (g)   any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.3 that the obligations of the Guarantor
hereunder shall be absolute and unconditional under any and all
circumstances.

          There shall be no obligation of the Holders to give notice to, or
obtain the consent of, the Guarantor with respect to the happening of any of
the foregoing.

          SECTION 5.4.  Rights of Holders.

          The Guarantor expressly acknowledges that: (i) this Guarantee
Agreement will be deposited with the Guarantee Trustee to be held for the
benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce
this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a
Majority in liquidation preference of the Securities have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of this Guarantee Agreement or
exercising any trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement; and (iv) any Holder may institute a legal proceeding
directly against the Guarantor to enforce its rights under this Guarantee
Agreement, without first instituting a legal proceeding against the Guarantee
Trustee, the Issuer or any other Person.

          SECTION 5.5.  Guarantee of Payment.

          This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment
of the Guarantee Payments in full (without duplication of amounts theretofore
paid by the Issuer) or upon distribution of Subordinated Notes to Holders as
provided in the Trust Agreement.

          SECTION 5.6.  Subrogation.

          The Guarantor shall be subrogated to all (if any) rights of the
Holders against the Issuer in respect of any amounts paid to the Holders by
the Guarantor under this Guarantee Agreement and shall have the right to
waive payment by the Issuer pursuant to Section 5.1; provided, however, that
the Guarantor shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any rights which it may
acquire by way of subrogation or any indemnity, reimbursement or other

                                     -18-

<PAGE>

agreement, in all cases as a result of payment under this Guarantee
Agreement, if, at the time of any such payment, any amounts are due and
unpaid under this Guarantee Agreement. If any amount shall be paid to the
Guarantor in violation of the preceding sentence, the Guarantor agrees to
hold such amount in trust for the Holders and to pay over such amount to the
Holders.

          SECTION 5.7.  Independent Obligations.

          The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Securities
and that the Guarantor shall be liable as principal and as debtor hereunder
to make Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.

                                  ARTICLE VI

                         COVENANTS AND SUBORDINATION

          SECTION 6.1.  Subordination.

          The obligations of the Guarantor under this Guarantee Agreement
will constitute unsecured obligations of the Guarantor and will rank (i)
subordinate and junior in right of payment to all of the Guarantor's other
liabilities (ii) equally with the most senior preference stock now or
hereafter issued by the Guarantor and with any guarantee now or hereafter
entered into by the Guarantor in respect of any preference stock of any
affiliates and (iii) senior to the Guarantor's common stock.

          SECTION 6.2.  Pari Passu Guarantees.

          The obligations of the Guarantor under this Guarantee Agreement
shall rank pari passu with the obligations of the Guarantor under any similar
Guarantee Agreements issued by the Guarantor on behalf of the holders of
preferred securities issued by any Trust (as defined in the Indenture).

          SECTION 6.3.  Limitation of Transactions.

          So long as any Preferred Securities remain outstanding, if there
shall have occurred an Event of Default hereunder or an Event of Default
under the Trust Agreement, (a) the Guarantor shall not declare or pay any
dividend on, or make any distribution with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital
stock; and (b) the Guarantor shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Guarantor which rank pari passu with or junior to

                                     -19-

<PAGE>

the Subordinated Notes, provided, that, the foregoing restriction in this
Section 6.3 shall not apply to any stock dividends paid by the Guarantor, or
any of its subsidiaries, where the dividend stock is the same stock as that
on which the dividend is being paid.

          SECTION 6.4.  Corporate Existence.

          The Guarantor covenants that so long as any of the Preferred
Guarantees are Outstanding, it will maintain its existence, will not
dissolve, sell or otherwise dispose of all or substantially all of its assets
and will not consolidate with or merge into another entity or permit one or
more other entities to consolidate with or merge into it; provided that the
Guarantor may, without violating the covenants in this Section 6.4 contained,
consolidate with or merger into another entity or permit one or more other
entities to consolidate with or merge into it, or sell or otherwise transfer
to another entity all or substantially all of its assets as an entirety and
thereafter dissolve, if the surviving, resulting or transferee entity, as the
case may be, (i) shall be organized and existing under the laws of one of the
States of the United States of America, (ii) assumes, if such entity is not
the Guarantor, all of the obligations of the Guarantor hereunder and (iii) is
not, after such transaction, otherwise in default under any provisions
hereof.

                                  ARTICLE VII

                                  TERMINATION

          SECTION 7.1.  Termination.

          This Guarantee Agreement shall terminate and be of no further force
and effect upon (i) full payment of the Redemption Price of all Securities,
(ii) the distribution of Subordinated Notes to the Holders in exchange for
all of the Securities or (iii) full payment of the amounts payable in
accordance with the Trust Agreement upon liquidation of the Issuer.
Notwithstanding the foregoing, this Guarantee Agreement will continue to be
effective or will be reinstated, as the case may be, if at any time any
Holder must restore payment of any sums paid with respect to Securities or
this Guarantee Agreement.

                                 ARTICLE VIII

                                MISCELLANEOUS

          SECTION 8.1.  Successors and Assigns.

          All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives

                                     -20-

<PAGE>

of the Guarantor and shall inure to the benefit of the Holders of the
Securities then outstanding. Except in connection with a consolidation,
merger or sale involving the Guarantor that is permitted under Article VIII
of the Indenture and pursuant to which the successor or assignee agrees in
writing to perform the Guarantor's obligations hereunder, the Guarantor shall
not assign its obligations hereunder.

          SECTION 8.2.  Amendments.

          Except with respect to any changes which do not adversely affect
the rights of the Holders or the Guarantee Trustee in any material respect
(in which case no consent of the Holders or the Guarantee Trustee, as the
case may be, will be required), this Guarantee Agreement may only be amended
with the prior approval of the Holders of not less than a Majority in
Liquidation Amount of all the outstanding Securities and of the Guarantee
Trustee. The provisions of Article VI of the Trust Agreement concerning
meetings of the Holders shall apply to the giving of such approval.

          SECTION 8.3.  Notices.

          Any notice, request or other communication required or permitted to
be given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

          (a)   if given to the Guarantor, to the address set forth below or
such other address, facsimile number or to the attention of such other Person
as the Guarantor may give notice to the Holders:

     Ingersoll-Rand Company
     200 Chestnut Ridge Road
     P.O. Box 8738
     Woodcliff Lake, NJ  07675-8738
     Facsimile No.: _________________
     Attention: _____________________

          (b)  if given to the Issuer, in care of the Guarantor, at the
Issuer's (and the Guarantor's) address set forth below or such other address
as the Guarantor on behalf of the Issuer may give notice to the Holders:

     Ingersoll-Rand Financing [II] [III]
     c/o Ingersoll-Rand Company
     200 Chestnut Ridge Road
     P.O. Box 8738
     Woodcliff Lake, NJ  07675-8738
     Facsimile No.: _________________
     Attention: _____________________


                                     -21-

<PAGE>

     with a copy to:
     ____________________
     ____________________
     ____________________
     Facsimile No.:
     Attention: Corporate Trust Trustee Administration

          (c)   if given to any Holder, at the address set forth on the books
and records of the Issuer.

          All notices hereunder shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first
class mail, postage prepaid, except that if a notice or other document is
refused delivery or cannot be delivered because of a changed address of which
no notice was given, such notice or other document shall be deemed to have
been delivered on the date of such refusal or inability to deliver.

          SECTION 8.4.  Consolidation, Merger, Conveyance, Transfer or Lease.

          The Guarantor shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, and no Person shall consolidate with or merge
into the Guarantor or convey, transfer or lease its properties and assets
substantially as an entirety to the Guarantor, unless it has complied with
the terms of Section 8.1 of the Indenture.

          SECTION 8.5.  Benefit.

          This Guarantee Agreement is solely for the benefit of the Holders
and is not separately transferable from the Securities.

          SECTION 8.6.  Interpretation.

          In this Guarantee Agreement, unless the context otherwise requires:

          (a)  capitalized terms used in this Guarantee Agreement but not
defined in the preamble hereto have the respective meanings assigned to them
in Section 1.1;

          (b)  a term defined anywhere in this Guarantee Agreement has the
same meaning throughout;

          (c)  all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or
amended from time to time;


                                     -22-

<PAGE>

          (d)  all references in this Guarantee Agreement to Articles and
Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified;

          (e)  a term defined in the Trust Indenture Act has the same meaning
when used in this Guarantee Agreement unless otherwise defined in this
Guarantee Agreement or unless the context otherwise requires;

          (f)  a reference to the singular includes the plural and vice
versa; and

          (g)  the masculine, feminine or neuter genders used herein shall
include the masculine, feminine and neuter genders.

          SECTION 8.7.  Governing Law.

          THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

          This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

          THIS GUARANTEE AGREEMENT is executed as of the day and year first
above written.

                          INGERSOLL-RAND COMPANY


                          By: _____________________________
                              Name:
                              Title:


                          ____________________,
                          as Guarantee Trustee


                          By: ________________________________
                              Name:
                              Title:






                                     -23-