Exhibit 10.31

April 17, 2002

Mr. Timothy McLevishXXXXXXXXXXXXXXXXXXXXXXXXXX

Dear Tim:

We are pleased you have accepted our offer of the position of Senior Vice
President and Chief Financial Officer reporting to me, with responsibility for
the financial leadership of Ingersoll-Rand Limited. You will be nominated for
election to Senior Vice President, Ingersoll Rand Limited at the May 1, 2002
meeting of the Board of Directors.

Confirming our conversations the following is the outline of our offer:

1.       Your starting base salary will be at
an annual rate of $425,000 paid monthly effective with your start date of May 1,
2002.

2.       You will be eligible for an annual
incentive opportunity targeted at 90% of salary depending upon your performance
and the performance of    Ingersoll-Rand Limited.

3.       You will be recommended for an award
of 50,000 (fifty thousand) non-qualified stock options.  This award is
subject to approval by the Compensation and Nominating Committee of the Board of
Directors and to the terms and conditions of awards made under our Incentive
Stock Plan.  Your award recommendation will be considered by the Committee
at their first meeting following your first day of employment (this is scheduled
for June 4, 2002). These options will be priced at the Fair Market Value of
Ingersoll-Rand stock (using the definition in the Incentive Stock Plan of the
average of the high and low price of Ingersoll-Rand stock on the New York Stock
Exchange on the day of the full Board of Directors' meeting).  Stock option
awards vest over a three-year period, one third each year.

You will be eligible to receive stock option awards under the Plan in future
years as administered by the Compensation Committee of the Board. Currently,
your annual target stock option award level is 50,000 shares. Annual
stock awards are contingent on and variable with your performance (personal
growth of leadership competencies) and the Company's financial performance
(currently determined based on the enterprise's earnings per share).

4.       You will be recommended as a
participant in the IR Performance Share Program for a target award of 6,000
performance shares for 2002. Awards under the IR Performance Share Program are
both contingent on and variable with achievement of specific objectives. The
objectives are established each year by the Chairman and Board of Directors, and
include several strategic objectives aimed at improving organizational
effectiveness and several financial performance metrics, which for 2002 are
E.P.S., Cash Flow and R.O.I.C. These shares are distributed February following
the Board's approval. In subsequent years, you will be eligible for additional
annual awards of similar value with qualifying criteria set at the time of each
award.

5.       You will be eligible for the complete
program of employee benefits offered to all Ingersoll-Rand salaried employees in
accordance with the terms and conditions of those plans.   Please note
that your medical and life insurance coverage with Ingersoll-Rand will commence
on the first day of the month following employment.

6.       As an Officer of the Company, you will
participate in the company's Elected Officer Supplemental (Pension) Plan with
five years of service credited immediately and a five year 100% cliff vesting
period (i.e., 100% vesting on your fifth anniversary of IR employment). All
other terms and conditions of the plan will apply.

7.       You will be offered a standard
officer's change of control agreement.

8.       You will be entitled to paid vacation
in accordance with company policy, which in your case is four weeks per calendar
year.

9.       You will be eligible for the company's
Relocation Program. As additional support of your relocation the Company will
also provide a "mortgage interest buydown" for three years, provided you
continue to be employed by IR. The "buydown' will be 4% in year one, 3% in year
two and 2% in year three, on a mortgage of up to one million dollars.

10.   You will be provided a company automobile in accordance with
our company car policy, which in your case provides an executive automobile with
a purchase value of up to $60,000.

11.   You will be eligible for the company's Executive Health
Program, a copy of which is enclosed.

12.   You will be eligible for the company's Tax, Estate and
Financial Planning service provided by Ayco Corporation to Officers.

13.   In the unlikely event of your involuntary termination from
Ingersoll Rand for other than gross cause, as consideration for your release of
whatever claims might be made, you would receive severance in accordance with
the following schedule:o        Within
the first year
             Two
times base payo        Within two
years                 
One and half times base payo       
Thereafter                           
One times base pay

14.   This offer is conditional upon satisfactorily passing a drug
test and fulfilling the requirements of the Immigration Reform and Control Act
of 1986.

Tim, Welcome to IR! We all believe that you will make a significant
contribution in this new role and look forward to your membership on our
enterprise leadership team.

Sincerely,

Herbert L. HenkelChairman, President and Chief Executive Officer

cc:        R. C. Butler - Executive
Director of Global Compensation and Executive
Benefits           
G. Scholes - Director Organization and Leadership Development

Offer Accepted By:

/s/ Timothy McLevish                                              
Date:  _______________________Timothy McLevish