Exhibit 10.14

FIRST AMENDMENT
TO THE
INGERSOLL-RAND COMPANY
SUPPLEMENTAL 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 Company with pension benefits that are supplemental to the qualified pension plans maintained by the Company; and

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

WHEREAS, the Company desires to amend the Supplemental Pension Plan;

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

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

"3.1            Payment of Benefits.

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

                (b)        With respect to terminations of employment by reason of death, disability, retirement or
                             otherwise occurring on or after January 1, 2003 but before May 29, 2003, the lump sum
                             amount payable to an Employee, other than a "grandfathered" Employee as described in
                             Section 3.1(c) hereof, shall be the lump sum value of the single life annuity determined under
                             Section 1.1 hereof as of the Employee's Determination Date.  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)        With respect to terminations of employment by reason of death, disability, retirement or
                             otherwise occurring on or after January 1, 2003 but before May 29, 2003, the lump sum
                             amount payable to a "grandfathered" Employee, shall be the Actuarial Equivalent value of the
                             single life annuity determined under Section 1.1 hereof as of the Employee's Determination
                             Date.  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 "grandfathered" Employee's benefit shall be paid on the Payment Date, 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 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 (1) the first business day of the year following the Determination
                            Date, or (2) the first business 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. 

                            Notwithstanding the foregoing, a "grandfathered" Employee who terminates employment on
                            or after January 1, 2003 but before May 29, 2003, 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.

                            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 May 29, 2003.

                (d)        With respect to terminations of employment by reason of death, 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 the single life annuity determined under Section 1.1
                             hereof as of the Employee's Determination Date.  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, 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 the Federal Reserve, 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
                             occurred.  An Employee'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 month following the
                             Determination Date.  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.

                (e)        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 soon as practicable after the Determination Date."

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

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

                                                                             INGERSOLL-RAND COMPANY

                                                                             By: /s/ Sharon Elliot                            
                                                                             Sharon Elliot
                                                                             Senior Vice President
                                                                             Human Resources