**Exhibit 4.10**

**EXECUTION COPY **

THIRDAMENDMENT

                              THIRD AMENDMENT, dated as of June 20, 2003 (this "ThirdAmendment"), to the 364-Day Credit Agreement, dated as of July 2, 2001 (asamended by the Amendment and Waiver dated as of November 28, 2001, and asfurther amended by the Second Amendment dated as of June 21, 2002, and asfurther 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 time to time parties tothe Credit Agreement (the "Banks"), JPMORGAN CHASE BANK (formerly knownas The Chase Manhattan Bank), as administrative agent (in such capacity, the "AdministrativeAgent"), CITIGROUP CAPITAL MARKETS INC. (formerly known as Salomon SmithBarney Inc.) and DEUTSCHE BANK SECURITIES INC. (formerly known as Deutsche BancAlex. Brown Inc.), as co-syndication agents, and THE BANK OF NOVA SCOTIA andBANK OF TOKYO MITSUBISHI TRUST COMPANY, as co-documentation agents.

WITNESSETH:

                               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 defined in the Credit Agreementand used herein shall have the meanings given to them in the Credit Agreement.

                                2.   Amendments to Section 1.1 (Definitions).  (a) Section 1.1 of the Credit Agreement ishereby amended by changing the definition of "Termination Date", replacing thedate "June 27, 2003" with the date "June 25, 2004".

                                (b)         Section1.1 of the Credit Agreement is hereby amended by adding thereto in their properalphabetical order the following defined terms:

                               "Guarantors" means Borrower and IR Parent,"Guarantor" means either of the foregoing.

                                "Supermajority Banks" meansat any time Banks having at least 662⁄3% of the aggregate                                 amount ofthe Commitments or, if the Commitments shall have been terminated, holding                                 Loans evidencing at least 662⁄3% of the aggregate unpaidprincipal amount of the Loans.

                                3.   Amendments to Section 1.2 (Accounting Terms andDeterminations).  Section 1.2 of theCredit Agreement is hereby amended by inserting at the end of such Section thefollowing proviso: "provided that, for purposes of determining the date of theapplicable generally accepted accounting principles under this Section 1.2(y),the reference to such Section 4.4(a) financial statements shall be deemed to beto the financial statements for the period ended December 31, 2000."

                                4.   Amendments to Section 4.4 (Financial Information; NoMaterial Adverse Change).  Section4.4 of the Credit Agreement is hereby amended by:

                                (a)               in subsection (a) thereof, (i) deleting the date "December 31,2001" and inserting in lieu thereof the date "December 31, 2002" and (ii) inthe fourth line of such subsection, deleting the year "2001" and inserting inlieu thereof the year "2002"; and 

                                (b)               in subsections (b) and (c) thereof, deleting each occurrenceof the date "March 31, 2002" and inserting in lieu thereof the date "March 31,2003".

                                5.   Amendments to Section 9.5 (Amendments and Waivers).  Section 9.5 of the Credit Agreement ishereby amended by deleting in its entirety such Section and inserting in lieuthereof the following new Section 9.5:

                                Section 9.5.  Amendments and Waivers.  Any provision of this Agreement or the Notes                               may be amended or waived if, but only if, such amendment or waiver is inwriting and is                                   signed by the Borrower and the Required Banks (and, if therights or duties of any Agent                                are affected thereby, by such Agent); providedthat (a) no such amendment or waiver                                shall, unless signed by each of the Banksdirectly affected thereby, (i) increase or decrease                                the Commitment of any Bank(except for a ratable decrease in the Commitments of all                                Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate                                ofinterest on any Loan or any fees hereunder, (iii) postpone the date fixed forany                                payment of principal of or interest on any Loan or any fees hereunder orfor any reduction                                or termination of any Commitment or (iv) change thepercentage of the Commitments or of                                the aggregate unpaid principal amount ofthe Loans, or the number of Banks, which shall                                be required for the Banks or any of them to take any action under this Section or any                                other provision of thisAgreement and (b) no such amendment or waiver shall, unless                                consented to by theSupermajority Banks, release Guarantor from its material guarantee                               obligations set forth in Section 9.16 hereof.

                                6.   Commitments. Upon the effectiveness of this Third Amendment, Commitments shall be modified as set forth in Section 7(b) hereof.

                                7.   Effectiveness. 

                                (a)               This ThirdAmendment shall become effective on June 27, 2003, provided that on or prior tosuch date the Administrative Agent shall have received (i) counterparts hereofduly executed by the Borrower, IR Parent, the Administrative Agent and eachBank, (ii) upfront fees for the benefit of each Bank, based on such Bank'sfinal Commitment allocation, (iii) certificates of the chief financial officeror the treasurer of each of the Borrower and IR Parent stating that therepresentations and warranties of the Borrower and IR Parent, respectively, setforth in Article IV of the Credit Agreement, as amended hereby, are true in allmaterial respects as of the date of such certificate, (iv) legal opinions ofcounsel for the Borrower and for IR Parent in form and substance reasonablysatisfactory to the Administrative Agent and (v) all documents it mayreasonably request relating to the existence of the Borrower and IR Parent, thecorporate authority for and the validity of this Third Amendment and the CreditAgreement, and any other matters relevant hereto, all in form and substancereasonably satisfactory to the Administrative Agent.

                                (b)               Upon the effectiveness of this Third Amendment:

                                           (i)     the Banks designated as"Terminating Banks" (the "Terminating Banks") on the signature pageshereof 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 pageshereof shall have the respective Commitments set forth below the name of eachsuch Bank on the signature pages hereof; and

                                          (iii)   each Terminating Bank and each Continuing Bank whose Commitmentwill be reduced upon the effectiveness of this Third Amendment shall, to theextent necessary to result in the Commitments of each Continuing Bank and eachAdditional Bank to be as set forth in the signature pages hereto, 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 Third Amendment, in each case inamounts determined by the Administrative Agent to result in the finalCommitment allocation reflected in the signature pages hereof, and suchassignee Banks shall be deemed to have accepted such assignments and shallsucceed to the associated rights and obligations under the Credit Agreement.

                                8.   Representations and Warranties.  The Borrower and IR Parent, respectively,hereby represent and warrant on the date hereof that, after giving effect tothis Third Amendment, (a) no Default or Event of Default has occurred and iscontinuing and (b) each of the representations and warranties of the Borrowerand IR Parent, respectively, in or pursuant to the Loan Documents is true andcorrect in all material respects, as if made on and as of the date hereof.

                              9.   Continuing Effect of Credit Agreement.  This Third Amendment shall not be construedas a waiver of or consent to any further or future action on the part of theBorrower or IR Parent that would require a waiver or consent by theAdministrative Agent and/or the Banks. Except as expressly amended hereby, the Credit Agreement shall continueto be and shall remain in full force and effect in accordance with its terms.

                            10.   Counterparts. This Third Amendment may be executed by one or more of the partieshereto on any number of separate counterparts, and all of said counterpartstaken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page ofthis Third Amendment by facsimile transmission shall be effective as deliveryof a manually executed counterpart hereof.

                            11.   **GOVERNING LAW.  THIS THIRDAMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCEWITH, THE LAWS OF THE STATE OF NEW YORK.**

                            12.   Expenses. The Borrower and IR Parent agree to pay the amounts and reimburse theAdministrative Agent for the costs and expenses described in the fee letter,dated as of May 2, 2003, among JPMorgan Chase Bank, J.P. Morgan SecuritiesInc., the Borrower and IR Parent.

                            IN WITNESS WHEREOF, the parties hereto have causedthis Third Amendment to be executed and delivered by their duly authorizedofficers as of the date first written above.                                                                           INGERSOLL-RANDCOMPANY                                                                           By:                                                                                                                                       Name:                                                                                  Title:                                                                            By:                                                                                                                                    Name:                                                                                   Title:

 

                                                                           INGERSOLL-RAND COMPANY LIMITED                                                                            By:                                                                                                                               Name:                                                                            Title:                                                                            By:                                                                                                                               Name:                                                                            Title: