**Exhibit 10.16** 

**FIRSTAMENDMENTTO THEINGERSOLL-RAND COMPANYSUPPLEMENTAL EMPLOYEE SAVINGS PLAN**

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

**WHEREAS,**Ingersoll-Rand Company (the"Company") maintains the amended and restated Ingersoll-Rand Company SupplementalEmployee Savings Plan (the "Supplemental Savings Plan") to provide certainemployees of the Company and certain subsidiaries and affiliates of the Companywith benefits that are supplemental to benefits payable under theIngersoll-Rand Company Employee Savings Plan; and

**WHEREAS,** the Company reserved the rightto amend the Supplemental Savings Plan in accordance with Section 7.1 of theSupplemental Savings Plan; and

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

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

1.          Section 4.1 of the Supplemental Savings Plan is hereby amendedin its entirety to read as follows:

"4.1**      Time of Distribution.**

            (a)        Withrespect to terminations of employment by reason of death, disability,retirement or                         otherwise occurring on or after January 1, 2003 but before May29, 2003, the amounts                         payable to an Employee from his Employee Account and/orhis Supplemental RAP Account                         hereunder shall be payable in a lump sum on theEmployee's Payment Date.  Unless the                        Employee is a "grandfathered" Employee as described below, the Payment Dateshall be as                         soon as administratively practicable following the Employee's terminationof employment with                         the Company.  However,an Employee who is a participant in the Ingersoll-Rand Company                         Elected OfficersSupplemental Program or the Ingersoll-Rand Company Key Management                         SupplementalProgram may file a deferral election under the Deferral Plan at least one yearin                         advance of such termination of employment to defer the payment of such lumpsum under the                         Deferral Plan.

            (b)       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, if the Employee is a                         "grandfathered" Employee, the PaymentDate shall be the later of (a) the first business day of                         the calendar yearfollowing the date of the Employee's termination of employment with the                        Company, or (b) the first business day of the sixth calendar month followingthe date of the                         Employee's termination of employment with the Company, unlesssuch "grandfathered"                         Employee has a deferral election under the Deferral Planon file at least one year in advance of                         the Employee's termination ofemployment with the Company.  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.

            (c)        With respect to terminations ofemployment by reason of death, disability, retirement or                         otherwise occurring onor after May 29, 2003, the amounts payable to an Employee from his                         EmployeeAccount and/or his Supplemental RAP Account hereunder shall be payable in a                        lump sum on the Employee's Payment Date. The Payment Date for any Employee shall be the                         later of (a) the firstbusiness day of the calendar year following the date of the Employee's                        termination of employment with the Company, or (b) the first business day ofthe sixth calendar                         month following the date of the Employee's termination ofemployment with the Company,                         unless such Employee is a participant in theIngersoll-Rand Company Elected Officers                         Supplemental Program or theIngersoll-Rand Company Key Management Supplemental                         Program and such Employeefiled a deferral election under the Deferral Plan at least one year                         in advanceof such termination of employment to defer the payment of such lump sum underthe                         Deferral Plan.

            (d)        In theevent a valid deferral election is made under the Deferral Plan, the lump sumamount that                         would have otherwise been payable under this Supplemental SavingsPlan shall be credited to                         the Deferral Plan as soon as administrativelypracticable following the Employee's termination                         of employment with theCompany.

            (e)        Any such payment not deferred under theDeferral Plan shall be made to the Employee or to his                        beneficiary(ies) underthis Supplemental Savings Plan if he is not then living.  The Employee's                        beneficiary(ies) under thisSupplemental Savings Plan shall be the beneficiary(ies) under the                        QualifiedSavings Plan unless the Employee designates another beneficiary(ies) inwriting, and                        such written designation has been received by the Committee.  An Employee may change the                        designatedbeneficiary(ies) under this Supplemental Savings Plan at any time, by providingsuch                        designation in writing to the Committee (as hereinafter defined)."

2.          Section 4.3 of the Supplemental Savings Plan is hereby amendedin its entirety to read as follows:

"4.3        **Form of Benefits.**

            (a)        Withrespect to terminations of employment by reason of death, disability,retirement or                         otherwise occurring on or after January 1, 2003 but before May29, 2003, benefits payable                         from an Employee's Employee Account (other than a"grandfathered" Employee) shall be in the                         form of a cash lump-sum equal to (i)the number of Common Stock Units credited to such                         Employee's Employee Accountas of the Payment Date, multiplied by (ii) the Fair Market                         Value of a Unit onthe Payment Date.

            (b)        Withrespect to terminations of employment by reason of death, disability,retirement or                         otherwise occurring on or after January 1, 2003 but before May29, 2003, benefits payable                         from a "grandfathered" Employee's Employee Accountshall be in the form of a cash lump-sum                         equal to (i) the number of Common StockUnits credited to such "grandfathered" Employee's                         Employee Account as of thedate of such "grandfathered" Employee's termination of                         employment, multipliedby (ii) the Fair Market Value of a Unit on the Valuation Date.  The                         amount payable pursuant to this Section4.3(b) shall accrue interest based on the rate paid by                         the money marketinvestment option available under the Qualified Savings Plan and that is                        designated by the Committee as the money market investment option that shallapply for                         purposes of accruing interest under this Section 4.3(b).  Interest shall accrue until the                         Employee'sPayment Date.

            (c)        Withrespect to terminations of employment by reason of death, disability,retirement or                         otherwise occurring on or after May 29, 2003, benefits payablefrom any Employee's                         Employee Account shall be in the form of a cash lump-sumequal to (i) the number of Common                         Stock Units credited to such Employee'sEmployee Account as of the date of such Employee's                         termination of employment,multiplied by (ii) the Fair Market Value of a Unit on the Valuation                         Date.  The amount payable pursuant to this Section4.3(c) shall accrue interest based on the                         rate paid by the money marketinvestment option available under the Qualified Savings Plan                         and that isdesignated by the Committee as the money market investment option that shallapply                         for purposes of accruing interest under this Section 4.3(c).  Interest shall accrue until the                         Employee'sPayment Date.

            (d)        Benefitspayable from an Employee's Supplemental RAP Account shall be in the form of acash                         lump-sum equal to the amounts credited to such Employee's Supplemental RAPAccount as of                         the Employee's Payment Date."

3.           Except as provided herein, the Supplemental Savings 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 Vice President                                                                         Human Resources