# Exhibit 10.14

# INGERSOLL-RAND COMPANYSUPPLEMENTAL PENSION
PLAN(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003)

INTRODUCTION

Ingersoll-Rand Company (the "Company") maintains one or more pension plans
(the "Qualified Pension Plans") for salaried employees employed by the Company,
and certain subsidiaries and affiliates of the Company (the "Employees"), under
which benefits are subject to plan qualification limits imposed by the Internal
Revenue Code of 1986, as amended (the "Code").

The Company recognizes that in certain circumstances it is desirable to
provide pension benefits to Employees which are supplemental to those provided
by the Qualified Pension Plans.  The circumstances in which supplemental
benefits will be paid are:

- when the limitation on benefits payable under the Company's Qualified
Pension Plans as specified in Section 415 of the Code (the "Section 415 Limits")
reduces the benefit otherwise payable under the Qualified Pension Plans;

- when, effective for years after 1988, the limitation on the amount of
compensation that may be taken into account in determining benefits under the
Company's Qualified Pension Plans, as specified in Section 401(a)(17) of the
Code (the "Section 401 (a)(17) Limit"), reduces the benefit otherwise payable
under the Qualified Pension Plans, and

- when the amount of compensation that may be taken into account in
determining benefits under the Company's Qualified Pension Plans due to
deferrals under the IR Executive Deferred Compensation Plan (the "Deferral
Plan") further reduces the benefit otherwise payable under the Qualified Pension
Plans.

Accordingly, the Company maintains this Supplemental Pension Plan to provide
a vehicle under which supplemental benefits can be paid to salaried employees
employed by the Company and certain subsidiaries and affiliates of the
Company.  The provisions of this Supplemental Pension Plan shall be
applicable to all persons who retire or otherwise terminate employment on or
after January 1, 2003 except those persons employed by The Torrington Company
and shall supersede the provisions of the Company's Supplemental Pension Plan
maintained by the Company prior to January 1, 2003.  The provisions of this
Supplemental Pension Plan, as in effect prior to January 1, 2003 shall continue
to be applicable to persons employed by The Torrington Company.

SECTION 1SUPPLEMENTAL PLAN BENEFITS

1.1       Excess Pension Benefit.An
Employee shall be entitled to a benefit under this Supplemental Pension Plan if
his benefit determined under the provisions of the Qualified Pension Plan in
which he participates is less than such benefit would have been if (i) the
Section 415 Limits did not apply, (ii) the definition of Compensation specified
under such Qualified Pension Plan did not exclude compensation after 1988 in
excess of the Section 401(a) (17) Limit, and (iii) the definition of
Compensation specified under such Qualified Pension Plan did not exclude
compensation deferred under the Deferral Plan.

If an Employee's benefit from the Qualified Pension Plan in which he
participates is reduced as a result of any of the conditions described in the
preceding paragraph, the benefit to which the Employee shall be entitled under
this Supplemental Pension Plan shall be equal to the excess of (a) over (b)
where:

(a)        is the benefit which would have
been payable under the terms of such Qualified Pension Plan, as a single life
annuity with benefits payable monthly, if (i) the Section 415 Limits did not
apply, (ii) the definition of Compensation specified under such Qualified
Pension Plan did not exclude compensation after 1988 in excess of the Section
401 (a)(17) Limit, and (iii) the definition of Compensation specified under such
Qualified Pension Plan did not exclude compensation deferred under the Deferral
Plan; and

(b)        is the benefit actually payable
as a single life annuity to the Employee under the terms of such Qualified
Pension Plan.

For purposes of this Section 1.1, the single life annuity payable under the
terms of the Qualified Pension Plan shall be determined as of the Employee's
Determination Date.  The Determination Date shall be the first date on
which the Employee becomes eligible to begin receiving payment of benefits under
the Qualified Pension Plan.

Notwithstanding the foregoing, if an Employee elected by the Board of
Directors of the Company as an officer of the Company has attained age 62 and
retires or otherwise terminates employment, he shall be entitled to receive a
benefit under this Supplemental Pension Plan on or after attaining age 62
without reduction for receiving such benefit prior to his Normal Retirement
Date.

SECTION 2VESTING

2.1             
Vesting.An Employee shall be vested in the benefit provided under
Section 1.1 of this Supplemental Pension Plan in accordance with the vesting
provisions of the Qualified Pension Plan.

SECTION 3DISTRIBUTIONS

3.1             
Payment of Benefits.

(a)        Benefits payable under this
Supplemental Pension Plan shall be made in the event of retirement, disability
or any other termination of employment. Benefits shall be payable solely in the
form of a lump sum.

(b)        The lump sum amount payable to
an Employee, other than a "grandfathered" Employee as described below,
determined as of the Employee's Determination Date, shall be the lump sum value
of the single life annuity determined under Section 1.1 hereof.  For
purposes of this Section 3.1, the lump sum value shall be determined in the same
manner as lump sum distributions are determined under the Qualified Pension
Plan.  Such benefit shall be paid on the Payment Date which shall be as
soon as administratively practicable following the Employee's termination of
employment with the Company.  However, an Employee who is a participant in
the Ingersoll-Rand Company Elected Officers Supplemental Program or the
Ingersoll-Rand Company Key Management Supplemental Program may file a deferral
election under the Deferral Plan at least one year in advance of such
termination of employment to defer the payment under the Deferral Plan.

(c)        The lump sum amount payable to
a "grandfathered" Employee, determined as of the Employee's Determination Date,
shall be the Actuarial Equivalent value of the single life annuity determined
under Section 1.1 hereof.  For purposes of this Section 3.1, Actuarial
Equivalent means an amount having equal value when computed on the basis of the
1983 Group Annuity Mortality Table (blended) and an interest rate equal to the
average of the monthly rates for ten year constant maturities for US Treasury
Securities for the twelve-month period immediately preceding the month prior to
the month in which the Employee's Determination Date occurs, such rate as quoted
by the Federal Reserve.  Such benefit shall be paid on the Payment Date,
together with interest accrued thereon from the Determination Date, (a) if the
assets are held in trust, then at the interest rate of the trust, or (b) if the
assets are not held in trust, at the then current earnings rate of the money
market investment designated by the Committee under the Ingersoll-Rand Company
Employee Savings Plan.  A "grandfathered" Employee's Payment Date shall be
the later of (a) the first business day of the year following the Determination
Date, or (b) the first day of the sixth month following the Determination Date,
unless such "grandfathered" Employee has a deferral election under the Deferral
Plan on file at least one year in advance of the Employee's termination of
employment date.  A "grandfathered" Employee is an Employee who is a
participant in the Ingersoll-Rand Company Elected Officers Supplemental Program
or the Ingersoll-Rand Company Key Management Supplemental Program and who
terminates employment with the Company prior to March 1, 2004.

(d)        In the event a valid deferral
election is made under the Deferral Plan, the lump sum amount that would have
otherwise been payable under this Supplemental Pension Plan shall be credited to
the Deferral Plan as of the date that would have been the Payment Date had a
valid deferral election not been made.

Notwithstanding the foregoing, a "grandfathered" Employee who terminates
employment under this Supplemental Pension Plan may elect within the 30-day
period immediately preceding his termination of employment date to have his
benefit determined as of such date, however the interest rate used to determine
the Actuarial Equivalent benefit payable in a lump sum shall be the interest
rate equal to the 10-Year Treasury Note rate as published in the New York Times
in the Key Rate Table under the Credit Market Section, or, if such rate is
unavailable, 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 benefit determined under this
paragraph, no interest will be payable from the Employee's termination of
employment date until the date of distribution.

3.2       Payments to
Beneficiaries.  In the event that an Employee dies prior to the Payment
Date but on or after the Determination Date, payment shall be made to the
beneficiary(ies), designated by the Employee under this Supplemental Pension
Plan.  An Employee may designate a beneficiary(ies), or change the
designated beneficiary(ies), without obtaining consent of a spouse, provided
that such designation or change shall be effective only upon receipt of written
notification by the Compensation Committee.  In the event of failure to
designate a beneficiary under this Supplemental Pension Plan, an Employee's
beneficiary(ies), under this Plan shall be the same as the beneficiary(ies),
under the Ingersoll-Rand Company Employee Savings Plan.

3.3       Withholding.  The Company
shall be entitled to withhold from the payment due under this Supplemental
Pension Plan any and all taxes of any nature required by any government to be
withheld from such payment.

3.4       
Loans.  No loans to Employees shall be permitted under this
Supplemental Pension Plan.

SECTION 4MISCELLANEOUS

4.1       Amendment and Termination.

(a)        This Supplemental Pension Plan
may, at any time and from time to time, be amended or terminated, without
consent of any Employee or beneficiary (i) by the Board of Directors of the
Company or (ii) in the case of amendments which do not materially modify the
provisions hereof, the Committee, provided, however, that no such amendment or
termination shall reduce any benefits accrued under the terms of this
Supplemental Pension Plan prior to the date of termination or amendment. 
Subject to Section 4.1(c) below, notwithstanding the foregoing, in the event
that the Board of Directors of Ingersoll-Rand Company (or any trustee of any
trust established by the Company for purposes of satisfying its obligations
hereunder) determines, or on and after the Effective Time is informed by the
Board of Directors of the Company, that a 'change of control' of the Company has
occurred, any subsequent amendment modifying or terminating the Supplemental
Pension Plan shall have no force or effect.

(b)        Change of Control.  For
purposes of this Section 4.1, a 'change of control' shall have the meaning
designated: (i) in the Ingersoll-Rand Benefit Trust Agreement, dated as of
September 1, 1988, as amended, between the Company and The Bank of New York, as
trustee, or (ii) in such other trust agreement that restates or supersedes the
agreement referred to in clause (i), in either case for purposes of satisfying
certain obligations to executive employees of the Company.

(c)        Notwithstanding the foregoing
provisions of this Section 4.1 or any other provision of the Supplemental
Pension Plan to the contrary, none of the transactions contemplated by the
Merger Agreement that are undertaken by (i) Ingersoll-Rand Company or its
affiliates prior to and as of the Effective Time, or (ii) Ingersoll-Rand Company
Limited or its affiliates on or after the Effective Time, shall trigger,
constitute or be deemed a 'change of control'.  On and after the Effective
Time, solely for the purpose of determining whether a 'change of control' has
occurred, the term 'Company' shall mean Ingersoll-Rand Company Limited.

(d)        Change of Control
Definitions. For purposes of Section 4.1 of this Supplemental
Pension Plan the terms below shall have the following meaning:

'Effective Time' shall mean the Effective Time as such term is defined in the
Merger Agreement.

'Merger Agreement' shall mean that certain Agreement and Plan of Merger among
the Company, Ingersoll-Rand Company Limited and IR Merger Corporation, dated as
of October 31, 2001, pursuant to which the Company will become an indirect
wholly-owned subsidiary of Ingersoll-Rand Company Limited.

4.2       No Contract of Employment.The establishment of this Supplemental Pension Plan or any modification
thereof shall not give any Employee or other person the right to remain in the
service of the Company or any of its subsidiaries, and all Employees and other
persons shall remain subject to discharge to the same extent as if the
Supplemental Pension Plan had never been adopted.

4.3       Compensation Committee. 
This Supplemental Pension Plan shall be administered by the Compensation
Committee appointed by the Company's Board of Directors, or any successor
committee appointed by the Company's Board of Directors (the "Committee"). 
The Committee shall make all determinations as to the right of any person to a
benefit.  Any denial by the Committee of the claim for benefits under this
Supplemental Pension Plan by an Employee or beneficiary shall be stated in
writing by the Committee and delivered or mailed to the Employee or beneficiary.
Such notice shall set forth the specific reasons for the Committee's decision.
In addition, the Committee shall afford a reasonable opportunity to any Employee
or beneficiary whose claim for benefits has been denied for a review of the
decision denying the claim.

4.4       
Entire Agreement; Successors.This Supplemental Pension Plan,
including any subsequently adopted amendments, shall constitute the entire
agreement or contract between the Company and any Employee regarding this
Supplemental Pension Plan.  There are no covenants, promises, agreements,
conditions or understandings, either oral or written between the Company and any
Employee relating to the subject matter hereof, other than those set forth
herein.  This Supplemental Pension Plan and any amendment shall be binding
on the Company and the Employee and their respective heirs, administrators,
trustees, successors, and assigns, including but not limited to, any successors
to the Company by merger, consolidation or otherwise by operation of law, and on
all designated beneficiaries of the Employee.

4.5Severability.If
any provision of this Supplemental Pension Plan shall to any extent be invalid
or unenforceable, the remainder of the Supplemental Pension Plan shall not be
affected thereby, and each provision of the Supplemental Pension Plan shall be
valid and enforced to the fullest extent permitted by law.

4.6       Application of Plan
Provisions.All relevant provisions of the Qualified Pension Plans
shall apply to the extent applicable to the contractual obligations of the
Company under this Supplemental Pension Plan.  With respect to any
Employee, the applicable provisions shall be those of the Qualified Pension Plan
in which the Employee participates.  Benefits provided under the
Supplemental Pension Plan are independent of, and in addition to, any payments
made to Employees under any other plan, program, or agreement between the
Company and Employees in the Supplemental Pension Plan, or any other
compensation payable to the Employee by the Company, or by any subsidiary, or
affiliate of the Company.

The laws of the state of New Jersey shall govern this Supplemental Pension
Plan.

4.7       Participant as General
Creditor.  The Company shall have the right to establish a reserve or
make any investment for the purposes of satisfying its obligation hereunder for
payment of benefits at its discretion, provided, however, that no Employee
eligible to participate in this Supplemental Pension Plan shall have any
interest in such investment or reserve.  To the extent that any person
acquires a right to receive benefits under this Supplemental Pension Plan, such
rights shall be no greater than the right of any, unsecured general creditor of
the Company.

4.8       Nonassignability.  The
right of any Employee or any beneficiary in any benefit hereunder shall not be
subject to attachment or other legal process for the debts of such Employee or
beneficiary, nor shall any such benefit be subject to anticipation, alienation,
sale, transfer, assignment or encumbrance.

IN WITNESS WHEREOF, the Company has caused this amendment and
restatement to be executed by its duly authorized representative as of January
1, 2003.

INGERSOLL-RAND COMPANY

By:   /s/ Donald H. Rice                                                                                                                       
Donald H.
Rice                                                                                                                       
Senior Vice
President                                                                                                                       
Human Resources