0001160497-04-000054 Sample Contracts

AMENDED AND RESTATED AGREEMENT
Amended and Restated Agreement • February 27th, 2004 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New Jersey

This AGREEMENT, amended and restated as of December 1, 2003 is between INGERSOLL-RAND COMPANY, a New Jersey corporation (the "Company"), INGERSOLL-RAND COMPANY LIMITED, a Bermuda company ("IR Limited") __________ (the "Employee"). Unless otherwise indicated, terms used herein and defined in Schedule A hereto shall have the meanings assigned to them in said Schedule.

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THIRD AMENDMENT
Ingersoll Rand Co LTD • February 27th, 2004 • General industrial machinery & equipment • New York

THIRD AMENDMENT, dated as of June 20, 2003 (this "Third Amendment"), to the 364-Day Credit Agreement, dated as of July 2, 2001 (as amended by the Amendment and Waiver dated as of November 28, 2001, and as further amended by the Second Amendment dated as of June 21, 2002, and as further amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among INGERSOLL-RAND COMPANY LIMITED, a Bermuda company ("IR Parent"), INGERSOLL-RAND COMPANY, a New Jersey corporation (the "Borrower"), the several banks and other financial institutions from time to time parties to the Credit Agreement (the "Banks"), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as administrative agent (in such capacity, the "Administrative Agent"), CITIGROUP CAPITAL MARKETS INC. (formerly known as Salomon Smith Barney Inc.) and DEUTSCHE BANK SECURITIES INC. (formerly known as Deutsche Banc Alex. Brown Inc.), as co-syndication agents, and THE BANK OF NOVA SCOTIA and BANK OF TOKY

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