Exhibit 4.14

EXECUTION COPY

SECOND AMENDMENT

            SECONDAMENDMENT, dated as of June 21, 2002 (this "Second Amendment"), to the$1,250,000,000 364-Day Credit Agreement, dated as of July 2, 2001 (as amended bythe Amendment and Waiver dated as of November 28, 2001 and as otherwise amended,supplemented or otherwise modified from time to time, the "CreditAgreement"), among INGERSOLL-RAND COMPANY LIMITED, a Bermuda company ("IRParent"), INGERSOLL-RAND COMPANY, a New Jersey corporation (the"Borrower"), the several banks and other financial institutions from timeto time parties to the Credit Agreement (the "Banks"), JPMORGAN CHASEBANK (formerly known as The Chase Manhattan Bank), as administrative agent (insuch capacity, the "Administrative Agent"), SALOMON SMITH BARNEY INC.(formerly known as Citibank N.A.) and DEUTSCHE BANK SECURITIES INC. (formerlyknown as Deutsche Banc Alex. Brown Inc.), as co-syndication agents, and THE BANKOF NOVA SCOTIA and BANK OF TOKYO MITSUBISHI TRUST COMPANY, as co-documentationagents.

W I T N E S S E T H:

            WHEREAS,the Borrower and IR Parent have requested that the Banks extend theircommitments under the Credit Agreement and that the Credit Agreement beotherwise amended as specified herein; and 

            WHEREAS,the Administrative Agent and the Banks are willing to agree to the requestedamendments on the terms and conditions contained herein;

            NOWTHEREFORE, in consideration of the premises herein contained and for other goodand valuable consideration, the receipt of which is hereby acknowledged, theparties hereto hereby agree as follows:

            1. Defined Terms.  Unless otherwise defined herein, terms definedin the Credit Agreement and used herein shall have the meanings given to them inthe Credit Agreement. 

            2. Amendments to Section 1.1 (Definitions).  Section 1.1 of theCredit Agreement is hereby amended by:

            (a) in the definition of "Euro-Currency Margin", inserting immediately before theperiod therein, the phrase ", provided that for any period after theTermination Date, such margin shall be 0.48% per annum"; and 

            (b) in the definition of "Termination Date", replacing the date "July 1, 2002" withthe date "June 27, 2003".

            3. Amendments to Section 4.4 (Financial Information; No Material AdverseChange).  Section 4.4 of the Credit Agreement is hereby amended by:

           (a)  in subsection (a) thereof, (i) deleting the date "December 31,2000" and inserting in lieu thereof the date "December 31, 2001" and (ii) in thefourth line of such subsection, deleting the year "2000" and inserting in lieuthereof the year "2001"; and 

            (b) in subsections (b) and (c) thereof, deleting each occurrence of the date "March31, 2001" and inserting in lieu thereof the date "March 31, 2002".

            4. Effectiveness.  

           (a)  This Second Amendment shall become effective on June 28, 2002,provided that on or prior to such date the Administrative Agent shall havereceived (i) counterparts hereof duly executed by the Borrower, IR Parent, theAdministrative Agent and each Bank, (ii) upfront fees for the benefit of eachBank, based on such Bank's final Commitment allocation, (iii) certificates ofthe chief financial officer or the treasurer of each of the Borrower and IRParent stating that the representations and warranties of the Borrower and IRParent, respectively, set forth in Article IV of the Credit Agreement, asamended hereby, are true in all material respects as of the date of suchcertificate, (iv) legal opinions of counsel for the Borrower and for IR Parentin form and substance reasonably satisfactory to the Administrative Agent and(v) all documents it may reasonably request relating to the existence of theBorrower and IR Parent, the corporate authority for and the validity of thisSecond Amendment and the Credit Agreement, and any other matters relevanthereto, all in form and substance reasonably satisfactory to the AdministrativeAgent.

           (b)       Upon the effectiveness of this SecondAmendment:

                   (i) the Banks designated as "Terminating Banks" (the "Terminating Banks")on the signature pages hereof shall no longer be party to the Credit Agreement,as amended hereby;

                   (ii) the Banks designated as "Continuing Banks" (the "Continuing Banks")and the Banks designated as "Additional Banks" (the "Additional Banks")on the signature pages hereof shall have the respective Commitments set forthbelow the name of each such Bank on the signature pages hereof; and

                   (iii) each Terminating Bank and each Continuing Bank whose Commitment willbe reduced upon the effectiveness of this Second Amendment shall be deemed tohave assigned and sold all of the rights of such Bank to the extent of itsCommitment, or such reduced portion of its Commitment, as applicable, to theAdditional Banks and the Continuing Banks whose respective Commitments will beincreased upon the effectiveness of this Second Amendment in amounts determinedby the Administrative Agent to result in the final Commitment allocationreflected in the signature pages hereof, and such assignee Banks shall be deemedto have accepted such assignments and shall succeed to the associated rights andobligations under the Credit Agreement.

            5. Representations and Warranties.  The Borrower and IR Parent,respectively, hereby represent and warrant on the date hereof that, after givingeffect to this Second Amendment, (a) no Default or Event of Default has occurredand is continuing and (b) each of the representations and warranties of theBorrower and IR Parent, respectively, in or pursuant to the Loan Documents istrue and correct in all material respects, as if made on and as of the datehereof.

            6. Continuing Effect of Credit Agreement.  This Second Amendmentshall not be construed as a waiver of or consent to any further or future actionon the part of the Borrower or IR Parent that would require a waiver or consentby the Administrative Agent and/or the Banks.  Except as expressly amendedhereby, the Credit Agreement shall continue to be and shall remain in full forceand effect in accordance with its terms.

            7. Counterparts.  This Second Amendment may be executed by one ormore of the parties hereto on any number of separate counterparts, and all ofsaid counterparts taken together shall be deemed to constitute one and the sameinstrument.  Delivery of an executed signature page of this SecondAmendment by facsimile transmission shall be effective as delivery of a manuallyexecuted counterpart hereof.

            8. **GOVERNING LAW.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY,AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK.**

            9. Expenses.  The Borrower and IR Parent agree to pay the amountsand reimburse the Administrative Agent for the costs and expenses described inthe fee letter, dated as of May 14, 2002, among JPMorgan Chase Bank, J.P. MorganSecurities Inc., the Borrower and IR Parent.