Exhibit 4.5 CERTIFICATE OF TRUST OF INGERSOLL-RAND FINANCING III THIS Certificate of Trust of Ingersoll-Rand Financing III (the "Trust"), dated as of November 2, 2000, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801, et seq.). 1. Name. The name of the business trust formed hereby is Ingersoll-Rand Financing III. 2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are Mark A. Ferrucci, c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. 3. Effective Date. This Certificate of Trust shall be effective upon filing. 4. Counterparts. This Certificate of Trust may be executed in one or more counterparts. IN WITNESS WHEREOF, the undersigned, being all the trustees of the Trust, have executed this Certificate of Trust as of the date first- above written. NANCY CASABLANCA, MARK A. FERRUCCI, not in her individual capacity not in his individual capacity but solely as trustee but solely as trustee /s/ Nancy Casablanca /s/ Mark A. Ferrucci RONALD G. HELLER, PATRICIA NACHTIGAL, not in his individual capacity not in her individual capacity but solely as trustee but solely as trustee /s/ Ronald G. Heller /s/ Patricia Nachtigal