**Exhibit 10.14**

** **

**FIRST AMENDMENTTO THEINGERSOLL-RAND COMPANYSUPPLEMENTAL PENSION PLAN**

**(AMENDED AND RESTATED EFFECTIVE JANUARY 1,2003)**

**WHEREAS,**Ingersoll-Rand Company (the"Company") maintains the restated Ingersoll-Rand Company Supplemental Pension Plan(the "Supplemental Pension Plan") to provide certain employees of the Companywith pension benefits that are supplemental to the qualified pension plansmaintained by the Company; and

**WHEREAS,** the Company reserved the rightto amend the Supplemental Pension Plan pursuant to Section 4.1 of theSupplemental Pension Plan; and

**WHEREAS,** the Company desires to amendthe Supplemental Pension Plan;

**NOW THEREFORE,** the Supplemental Pension Plan is hereby amended effective asof May 29, 2003 as follows:

1.               Section 3.1 of the Supplemental Pension Plan is hereby amendedin its entirety to read as follows:

"3.1            **Payment ofBenefits.**

                 (a)        Benefits payable under this Supplemental Pension Plan shallbe made in the event of                             termination of employment by reason of death, disability,retirement or otherwise.  Benefits                             shallbe payable solely in the form of a lump sum.

                (b)        With respect to terminations of employment by reason ofdeath, disability, retirement or                             otherwise occurring on or after January 1,2003 but before May 29, 2003, the lump sum                             amount payable to an Employee, otherthan a "grandfathered" Employee as described in                             Section 3.1(c) hereof, shall bethe lump sum value of the single life annuity determined under                             Section 1.1hereof as of the Employee's Determination Date.  For purposes of this Section                             3.1, the lump sum value shall bedetermined in the same manner as lump sum distributions                             are determined underthe Qualified Pension Plan.  Suchbenefit shall be paid on the Payment                             Date which shall be as soon as administrativelypracticable following the Employee's                             termination of employment with theCompany.  However, an Employee who is aparticipant                             in the Ingersoll-Rand Company Elected Officers Supplemental Programor the Ingersoll-                            Rand Company Key Management Supplemental Program may file adeferral election under                             the Deferral Plan at least one year in advance of suchtermination of employment to defer the                             payment under the Deferral Plan.

                (c)       With respect to terminations of employment by reason of death,disability, retirement or                             otherwise occurring on or after January 1, 2003 butbefore May 29, 2003, the lump sum                             amount payable to a "grandfathered" Employee,shall be the Actuarial Equivalent value of the                             single life annuity determinedunder Section 1.1 hereof as of the Employee's Determination                             Date.  For purposes of this Section 3.1, ActuarialEquivalent means an amount having equal                             value when computed on the basis of the1983 Group Annuity Mortality Table (blended)                             and an interest rate equal to theaverage of the monthly rates for ten year constant maturities                             for US TreasurySecurities for the twelve-month period immediately preceding the month                             prior tothe month in which the Employee's Determination Date occurs, such rate asquoted                             by the Federal Reserve.  

                            Such "grandfathered"Employee's benefit shall be paid on the Payment Date, together with                            interestaccrued thereon from the Determination Date, (1) if the assets are held intrust, then                            at the interest rate of the trust, or (2) if the assets are notheld in trust, at the then current                            earnings rate of the money market investmentdesignated by the Committee under the                            Ingersoll-Rand Company Employee SavingsPlan.  A "grandfathered" Employee'sPayment                            Date shall be the later of (1) the first business day of the yearfollowing the Determination                            Date, or (2) the first business day of the sixthmonth following the Determination Date, unless                            such "grandfathered" Employeehas a deferral election under the Deferral Plan on file at least                            one year inadvance of the Employee's termination of employment date.  

                            Notwithstandingthe foregoing, a "grandfathered" Employee who terminates employment on                            or afterJanuary 1, 2003 but before May 29, 2003, may elect within the 30-day period                           immediately preceding his termination of employment date to have his benefitdetermined as                            of such date, however the interest rate used to determine theActuarial Equivalent benefit                            payable in a lump sum shall be the interest rateequal to the 10-Year Treasury Note rate as                            published in the New York Times inthe Key Rate Table under the Credit Market Section,                            or, if such rate isunavailable, as provided by Telerate as of the business day immediately                           preceding the date payment is made to the Employee.  In the event a "grandfathered"                            Employee elects to have his benefitdetermined under this paragraph, no interest will be                            payable from theEmployee's termination of employment date until the date of distribution.

                            A"grandfathered" Employee is an Employee who is a participant in theIngersoll-Rand                            Company Elected Officers Supplemental Program or theIngersoll-Rand Company Key                            Management Supplemental Program and who terminatesemployment with the Company                            prior to May 29, 2003.

                (d)        With respect to terminations of employment by reason ofdeath, disability, retirement or                             otherwise occurring on or after May 29, 2003,the lump sum amount payable to an                             Employee, shall be the lump sum value of thesingle life annuity determined under Section 1.1                             hereof as of the Employee'sDetermination Date.  For purposes ofthis Section 3.1, the lump                             sum value shall be determined in the same manner aslump sum distributions are determined                             under the Qualified Pension Plan.  Such benefit shall be paid on the PaymentDate, together                             with interest accrued thereon from the Determination Date, (1)if the assets are held in trust,                             then at the interest rate of the trust, or (2)if the assets are not held in trust, at an interest rate                             as quoted by theFederal Reserve, equal to the average of the monthly rates for ten year                            constant maturities for US Treasury Securities for the twelve month periodimmediately                             preceding the month prior to the month in which the Employee'sDetermination Date                             occurred.  AnEmployee's Payment Date shall be the later of (1) the first business day of the                            year following the Determination Date, or (2) the first day of the sixth monthfollowing the                             Determination Date. However, an Employee who is a participant in the Ingersoll-Rand                             CompanyElected Officers Supplemental Program or the Ingersoll-Rand Company Key                            Management Supplemental Program may file a deferral election under the DeferralPlan at                             least one year in advance of such termination of employment to deferthe payment under the                             Deferral Plan.

                (e)        In the event a valid deferral election is made under theDeferral Plan, the lump sum amount                            that would have otherwise been payable underthis Supplemental Pension Plan shall be                            credited to the Deferral Plan as soonas practicable after the Determination Date."

2.                 Except as provided herein, the Supplemental Pension Plan shallremain in full force and effect.

**IN WITNESS WHEREOF**, the Company has caused this amendment to be executed byits duly authorized representative this 9th day of June, 2003.

**                                                                             INGERSOLL-RANDCOMPANY                                                                            **By: /s/ Sharon Elliot                                                                                                          Sharon Elliot                                                                             Senior VicePresident                                                                             Human Resources