Exhibit 4.5
CERTIFICATE OF TRUST
OF
INGERSOLL-RAND FINANCING III
THIS Certificate of Trust of Ingersoll-Rand Financing III
(the "Trust"), dated as of November 2, 2000, is being duly executed and
filed by the undersigned, as trustees, to form a business trust under the
Delaware Business Trust Act (12 Del. C. Section 3801, et seq.).
1. Name. The name of the business trust formed hereby
is Ingersoll-Rand Financing III.
2. Delaware Trustee. The name and business address of
the trustee of the Trust in the State of Delaware are Mark A. Ferrucci, c/o
The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware
19801.
3. Effective Date. This Certificate of Trust shall be
effective upon filing.
4. Counterparts. This Certificate of Trust may be
executed in one or more counterparts.
IN WITNESS WHEREOF, the undersigned, being all the trustees
of the Trust, have executed this Certificate of Trust as of the date first-
above written.
NANCY CASABLANCA, MARK A. FERRUCCI,
not in her individual capacity not in his individual capacity
but solely as trustee but solely as trustee
/s/ Nancy Casablanca /s/ Mark A. Ferrucci
RONALD G. HELLER, PATRICIA NACHTIGAL,
not in his individual capacity not in her individual capacity
but solely as trustee but solely as trustee
/s/ Ronald G. Heller /s/ Patricia Nachtigal
