AMENDED AND RESTATED 364-DAY CREDITAGREEMENT

Exhibit 10-p-3

AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

      AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 28, 2003 among Rockwell Automation, Inc. (the “Borrower”), the Banks listed on the signature pages hereof (the “Banks”) and JPMorgan Chase Bank, as Administrative Agent (the “Agent”).

W I T N E S S E T H:

      WHEREAS, the parties hereto have heretofore entered into a 364-Day Credit Agreement dated as of October 29, 2002 (the “Credit Agreement”); and

      WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein and to restate the Credit Agreement in its entirety to read as set forth in the Credit Agreement with the amendments specified below;

      NOW, THEREFORE, the parties hereto agree as follows:

      SECTION 1.     Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after the Restatement Effective Date (as defined below), refer to the Credit Agreement as amended and restated hereby.

      SECTION 2.     Amendments. Effective as of the Restatement Effective Date:

      SECTION 3.     Changes In Commitments. With effect from and including the Restatement Effective Date, (i) each Person listed on the signature pages hereof which is not a party to the Credit Agreement (each, a “New Bank”) shall become a Bank party to the Credit Agreement and (ii) the Commitment of each Bank shall be the amount set forth opposite the name of such Bank on the signature pages hereof. On the Restatement Effective Date, any Bank whose Commitment is changed to zero (each, an “Exiting Bank”) shall cease to be a Bank party to the Credit Agreement, and all accrued fees and other amounts payable under the Credit Agreement for the account of each Exiting Bank shall be due and payable on such date; provided that the provisions of Sections 8.03, 8.04 and 9.03 of the Credit Agreement shall continue to inure to the benefit of each Exiting Bank after the Restatement Effective Date.

      SECTION 4.     Representations Of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true on and as of the Restatement Effective Date and (ii) no Default will have occurred and be continuing on such date.

      SECTION 5.     Governing Law. This Amendment and Restatement shall be governed by and construed in accordance with the laws of the State of New York.

      SECTION 6.     Effect of Amendments. Except as expressly set forth herein, the amendments contained herein shall not constitute a waiver or amendment of any term or condition of the Credit Agreement, and all such terms and conditions shall remain in full force and effect and are hereby ratified and confirmed in all respects.

      SECTION 7.     Counterparts. This Amendment and Restatement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

      SECTION 8.     Effectiveness. This Amendment and Restatement shall become effective as of the date hereof subject to satisfaction of the following conditions (the “Restatement Effective Date”):

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be duly executed as of the date first above written.

3

4

5

6

7

Total Commitments

8