EXHIBIT 10.2


                  REORGANIZATION AMENDMENT
                           TO THE
  MANAGEMENT INCENTIVE UNIT PLAN OF INGERSOLL-RAND COMPANY


     WHEREAS, Ingersoll-Rand Company, a New Jersey
corporation, adopted the Management Incentive Unit Plan of
Ingersoll-Rand Company (the "Plan"); and

     WHEREAS, the Plan has been amended from time to time;
and

     WHEREAS, Ingersoll-Rand Company reserved the right at
any time and from time to time to amend the Plan in
accordance with Section XV(b) of the Plan; and

     WHEREAS, Ingersoll-Rand Company, acting on authority of
its Board of Directors and shareholders desires to amend the
Plan.

     NOW, THEREFORE, the Plan shall be amended in the
following respects effective as of the date hereof or such
other dates as defined below:

     1.   The definition of Common Stock in Section II(c) of
the Plan is hereby amended and restated in its entirety as
of the Effective Time to read as follows:

          "(c)  `Common Stock' means the Class A common
shares, par value $1.00 per share, of Ingersoll-Rand Company
Limited, a Bermuda company."

     2.   Section II of the Plan is hereby amended to
include the following definitions in proper alphabetical
progression:

          "(g-1)  `Effective Time' means the Effective Time
as such term is defined in the Merger Agreement."

          "(h-1)  `Merger Agreement' means 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."
     3.   Except as specifically set forth herein, all other
terms of the Plan shall remain in full force and effect and
are hereby ratified in all respects.

     IN WITNESS WHEREOF, Ingersoll-Rand Company has had its
duly authorized representative sign this Amendment on
December 31, 2001.

                         INGERSOLL-RAND COMPANY


                         By:  /S/
                              Ronald G. Heller
                              Vice President and Secretary