EXHIBIT 10.5





              DESCRIPTION OF BONUS ARRANGEMENT
                  FOR SECTOR PRESIDENTS OF
               INGERSOLL-RAND COMPANY LIMITED


     There is no formal document setting forth this
arrangement.  However, the Compensation and Nominating
Committee of the Board of Directors will approve bonus
arrangements for the Sector Presidents for 2002 which will
be dependent upon the performance of the Sector Presidents'
respective sectors in two categories; a set of financial
objectives based on Sales, Operating Income, Cash Flow and
Return on invested capital, and a set of individual objectives,
which are based on improved organizational
effectiveness, for both their respected sector and the
enterprise.  Discretionary bonuses may be paid in the event
that goals are not met.