EXHIBIT 10.4

                       FIRST AMENDMENT
                           TO THE
   IR DIRECTOR DEFERRED COMPENSATION AND STOCK AWARD PLAN


       WHEREAS,   Ingersoll-Rand  Company,  a   New   Jersey
corporation,  adopted the IR Director Deferred  Compensation
and  Stock  Award  Plan  (the "Plan") which  was  originally
effective on January 1, 1997; and

      WHEREAS,  the Plan has been amended and restated  most
recently effective
January 1, 2001; and

      WHEREAS, Ingersoll-Rand Company reserved the right  at
any  time  and  from  time to time  to  amend  the  Plan  in
accordance with Section 8.1 of the Plan; and

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

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

     1.    As of the Effective Time the name of the Plan  is
hereby  changed to IR-Limited Director Deferred Compensation
and  Stock  Award  Plan, and Ingersoll Rand Company  Limited
hereby  assumes the rights and obligations of Ingersoll-Rand
Company  under  the Plan and shall become the Plan  sponsor.
All  references to the "Company" shall become references  to
Ingersoll-Rand Company Limited.

     2.    Section 1 of the Plan is hereby amended as of the
Effective Time to read as follows in its entirety:

           "The  purpose of the IR-Limited Director Deferred
Compensation  and  Stock  Award Plan   (the  "Plan")  is  to
further increase the mutuality of interest between Ingersoll-
Rand Company Limited, a Bermuda company (as of the Effective
Time,  the "Company"), its non-employee members of the Board
("Non-employee Directors") and members by providing its Non-
employee Directors the opportunity to elect to defer receipt
of  cash  compensation.  The Plan, originally known  as  the
Ingersoll-Rand  Company Directors Deferred Compensation  and
Stock  Award Plan, became effective on January 1, 1997,  was
amended  and  restated effective January 1,  2001,  and  was
subsequently amended as of December     , 2001."

     3.    Section  2.12 of the Plan is hereby  amended  and
restated  in  its  entirety to read as  follows  as  of  the
Effective Time:

          "2.12  `IR Stock' means the Class A common shares,
par value $1.00 per share, of the Company."

     4.   Section 2 of the Plan is hereby amended to include
the    following   definitions   in   proper    alphabetical
progression:

           "2.8A  `Effective Time' means the Effective  Time
as such term is defined in the Merger Agreement."

           "2.13A   `Merger  Agreement' means  that  certain
Agreement  and Plan of Merger among Ingersoll-Rand  Company,
Ingersoll-Rand  Company Limited, and IR  Merger  Corporation
dated  as  of October 31, 2001, pursuant to which Ingersoll-
Rand Company will become an indirect wholly-owned subsidiary
of Ingersoll-Rand Company Limited."

     5.    Section 6.4(4) of the Plan, "Change in  Control",
is  hereby amended by adding the following subparagraph  (d)
to the end thereof:

          "(d) Notwithstanding any provision of this Section
6.4 or any other provision of the Plan to the contrary, none
of  the  transactions contemplated by the  Merger  Agreement
which  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  or
after  the  Effective Time shall trigger, constitute  or  be
deemed a Change in Control."

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


     IN   WITNESS   WHEREOF,  Ingersoll-Rand   Company   and
Ingersoll-Rand   Company  Limited  have   had   their   duly
authorized   representatives   sign   this   Amendment    on
December 21, 2001.




                         INGERSOLL-RAND COMPANY


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


                         INGERSOLL-RAND COMPANY LIMITED


                         By:  /S/
                              Patricia Nachtigal
                              Senior Vice President and
                              General Counsel