EXHIBIT 10.15

                       FIRST AMENDMENT
                           TO THE
                   INGERSOLL-RAND COMPANY
       SUPPLEMENTAL SAVINGS AND STOCK INVESTMENT PLAN


     WHEREAS, Ingersoll-Rand Company, a New Jersey
corporation, adopted the Ingersoll-Rand Company Supplemental
Savings and Stock Investment Plan (the "Supplemental Savings
Plan") which was originally effective on January 1, 1989;
and

     WHEREAS, Ingersoll-Rand Company reserved the right at
any time and from time to time to amend the Supplemental
Savings Plan in accordance with Section 7.1 of the
Supplemental Savings Plan; and

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

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

     1.   Section 2.3(a)(i) of the Supplemental Savings Plan
is hereby amended and restated in its entirety as of the
Effective Time to read as follows:

          "(i)  `Common Stock' means the Class A common
shares, par value $1.00 per share, of Ingersoll-Rand Company
Limited, a Bermuda company."

     2.   Sections 6.1 and 6.2 of the Supplemental Savings
Plan are hereby amended and restated in their entirety as of
the Effective Time to read as follows:

          "6.1 Contributions to Trust.  In the event that
the Board of Directors of Ingersoll-Rand Company is informed
by the Board of Directors of Ingersoll-Rand Company Limited
that a `change in control' of Ingersoll-Rand Company Limited
has occurred, Ingersoll-Rand Company shall be obligated to
establish a trust and to contribute to the trust an amount
equal to the balance credited to each Employee's Account
established hereunder, such Accounts to be valued as of the
last day of the calendar month immediately preceding the
date the Board of Directors of Ingersoll-Rand Company was
informed that a `change in control' has occurred.

          6.2  Amendments.  Following a `change in control'
of Ingersoll-Rand Company Limited, any amendment modifying
or terminating this Supplemental Savings Plan shall have no
force or effect."

     3.   Section 6.3 is hereby amended and restated in its
entirety to read as follows:

          "6.3  (a) Definition of Change of Control.  For
purposes hereof, 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 Ingersoll-Rand Company and The Bank of New York, as
trustee, or (ii) in such other trust agreement that restates
or supercedes the agreement referred to in clause (i), in
either case for purposes of satisfying certain obligations
to executive employees of Ingersoll-Rand Company.

          Notwithstanding the foregoing paragraph or any
other provision of the Supplemental Savings Plan or the
trust agreement 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 or as
of the Effective Time, or (ii) Ingersoll-Rand Company
Limited or its affiliates on and after the Effective Time,
shall trigger, constitute or be deemed a `change of
control'.  On and after the Effective Time, the term `change
of control' shall refer solely to a `change of control' of
Ingersoll-Rand Company Limited.

          (b)  Change of Control Definitions.  For purposes
of this Section 6.3 of the Supplemental Savings 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."

     4.   Except as specifically set forth herein, all other
terms of the Supplemental Savings 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