EXHIBIT 10.17

                       FIRST AMENDMENT
                           TO THE
                   INGERSOLL-RAND COMPANY
            SUPPLEMENTAL RETIREMENT ACCOUNT PLAN


     WHEREAS, Ingersoll-Rand Company, a New Jersey
corporation, adopted the Ingersoll-Rand Company Supplemental
Retirement Account Plan (the "Supplemental Retirement
Account Plan") effective as of January 1, 1989; and

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

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

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

     1.   Sections 6.1 and 6.2 of the Supplemental
Retirement Account 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 in accordance with the provisions of
Section 3 hereof and to contribute to the trust an amount
equal to the balance of each Employee's Account.

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

     2.   Section 6.3 of the Supplemental Retirement Account
Plan 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 Retirement Account 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 Retirement Account
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."

     3.   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 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