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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, INGERSOLL-RAND
COMPANY, a New Jersey corporation (the "Corporation"), and each of the
undersigned directors and officers of the Corporation, hereby constitute and
appoint James E. Perrella, Thomas F. McBride, Patricia Nachtigal, and each of
them severally, the undersigned's true and lawful attorneys and agents, with
power to act with or without the others and with full power of substitution and
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents and each of them may deem necessary
or desirable to enable the Corporation to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission thereunder in connection with the registration under
such Act of debt securities in an aggregate principal amount of up to
$1,000,000,000 (or the equivalent thereof in foreign currency or units of two
or more currencies) of the Corporation. Such debt securities may be offered
from time to time in one or more series on terms to be determined at the time
such securities are offered for sale, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of the Corporation and the name of the undersigned, individually and in his or
her capacity as a director or officer of the Corporation, to one or more
Registration Statements on Form S-3 to be filed with the Securities and
Exchange Commission with respect to said securities, to any and all amendments,
including post-effective amendments, to such Registration Statements, and to
any and all instruments or documents filed as a part of or in connection with
such Registration Statements and amendments; and each of the undersigned hereby
ratifies and confirms all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF each of the undersigned has subscribed these
presents this 7th day of June, 1995.
INGERSOLL-RAND COMPANY
By: /s/ James E. Perrella /s/ Alexander H. Massad
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James E. Perrella Alexander H. Massad
Chairman, President and Director
Chief Executive Officer
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/s/ Donald J. Bainton /s/ James E. Perrella
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Donald J. Bainton James E. Perrella
Director Chairman, President and
Chief Executive Officer
/s/ Theodore H. Black /s/ John E. Phipps
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Theodore H. Black John E. Phipps
Director Director
/s/ Brendan T. Byrne /s/ Cedric E. Ritchie
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Brendan T. Byrne Cedric E. Ritchie
Director Director
/s/ Joseph P. Flannery /s/ Orin R. Smith
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Joseph P. Flannery Orin R. Smith
Director Director
/s/ Constance Horner /s/ Richard J. Swift
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Constance Horner Richard J. Swift
Director Director
/s/ H. William Lichtenberger
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H. William Lichtenberger
Director
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