Exhibit
      10.40  

    


    


    


    


    August
      22, 2005

    


    Mr.
      James
      R. Bolch

    12
      Jordan
      Lane

    Unionville,
      CT 06085 

    


    Dear
      Jim,

    


    I
      am
      pleased to present you with an offer for the position of Senior Vice President
      & Sector President reporting to me, with responsibility for the leadership
      of Ingersoll-Rand’s Industrial Technologies business located in Davidson, NC.
      You will be presented to the Board of Directors at their first meeting following
      your date of hire for election as a Senior Vice President and Officer of
      Ingersoll-Rand Company Limited to take effect on the date of your election.
      

    


    
      	1.  	
              Your
                starting base salary will be at an annual rate of $375,000 (three
                hundred,
                seventy-five thousand U.S. dollars) paid monthly.
                

            


    

    


    
      	2.  	
              Additionally,
                you will receive a sign-on cash award of up to $210,000 (the final
                amount
                will be based on what you owe Schindler as a result of your resignation),
                which will be paid as soon as administratively practical following
                your
                start date.

            


    

    


    
      	3.  	
              You
                will be eligible to participate in the Annual Incentive Matrix (AIM)
                Program. Your annual opportunity is targeted at 80% of base salary
                depending upon your performance and the performance of Ingersoll-Rand
                Company Limited. For performance year 2005 your annual incentive
                opportunity will be pro-rated, unless, as a result of your termination
                from Schindler, you lose your award. If you do lose the Schindler
                award,
                your IR annual incentive opportunity will be based on a full year
                of
                service, up to the target value of
                $300,000.

            


    

    


    
      	4.  	
              You
                will be recommended for a sign-on award of 20,000 (twenty thousand)
                (post-split) non-qualified stock options. This award is subject to
                approval by the Compensation Committee of the Ingersoll Rand Company
                Board
                of Directors (the “Committee”) and to the terms and conditions of awards
                made under our Incentive Stock Plan. These options will be priced
                at the
                fair market value of Ingersoll-Rand stock on the day the Committee
                considers and approves awards. Your award recommendation will be
                considered by the Committee at their first meeting following your
                first
                day of employment. 

            


    

    


    In
      future
      years you will be eligible to receive stock option awards under the Plan as
      administered by the Compensation Committee of the Board. Currently, your annual
      target award is 45,000 (forty-five thousand) (post-split) option shares. Annual
      stock option awards are contingent on and variable with your performance and
      the
      Company’s financial performance, specifically, earnings per share against plan.
      If you join us by October 1, 2005, your annual stock option award opportunity
      for performance year 2005 (awarded February 2006) will be prorated. If you
      join
      us after this date, you will receive no option shares for performance year
      2005,
      but will instead be eligible for performance year 2006.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 James
              Bolch	
               2

            	
               August
                22, 2005

            


    

    
 

    
      	5.  	
              You
                will be recommended as a participant in the IR Performance Share
                Program
                (PSP) for a target award of 7,000 (post-split) performance shares
                for
                performance year 2006 (payable February 2007). 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 2006 are E.P.S., Free Cash
                Flow
                and R.O.I.C. Awards from this plan are distributed as cash (unless
                deferred) in 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.
                

            


    

    


    
      	6.  	
              You
                will be eligible to participate in the IR Executive Deferred Compensation
                Plan (EDCP). The EDCP gives you the opportunity to defer your AIM
                award,
                PSP award and up to 50% of your base salary on a pretax basis. In
                addition, as a selected IR leader, you will also be eligible to receive
                a
                20% company match on AIM and PSP deferrals invested in IR stock
                equivalents. Information regarding the EDCP will be sent to you and
                a
                representative from our vendor, TBG Financial, will contact you to
                explain
                this program.

            


    

    


    
      	7.  	
              Additionally,
                you will be recommended for a sign-on award of 7,000 (seven thousand)
                (post-split) IR employment shares to be contributed to the Company’s
                Executive Deferred Compensation Plan (EDCP) and invested in IR stock
                equivalents, with vesting in 2009. The value will fluctuate with
                the value
                of IR’s share price and dividends. 

            


    

    


    
      	8.  	
              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. A summary of Ingersoll-Rand’s key benefits
                is enclosed.

            


    

    


    
      	9.  	
              You
                will be entitled to four (4) weeks of paid vacation per year, which
                exceeds our normal company policy. 

            


    

    


    
      	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. A portion of the benefit will be
                imputed
                to your statement of gross income for tax
                purposes.

            


    

    


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

            


    

    


    
      	12.  	
              This
                position is eligible for participation in the Elected Officer Supplemental
                Program (EOSP). The EOSP is a non-qualified defined benefit pension
                plan
                that substantially augments IR’s qualified pension plan and, as its name
                denotes, is reserved for elected officers of the company. A brief
                summary
                is enclosed.

            


    

    


    
      	13.  	
              As
                an elected officer, you are eligible for financial and retirement
                counseling services through AYCO, a division of Goldman-Sachs. This
                service includes investment strategy and tax filing assistance. A
                portion
                of the cost for these services is imputed to your annual income.
                A
                representative from AYCO will contact you after your employment
                date.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	 James
                Bolch	
                 3

              	
                 August
                  22, 2005

              


      

       

    

    
      	14.  	
              Also,
                as an elected officer, you will be given a standard Change of Control
                Agreement, which provides economic security in the form of cash payments
                to the participant and guaranteed coverage under certain benefit
                plans in
                the event of job loss caused by the sale of all (or a substantial
                part of)
                the company.

            


    

    


    
      	15.  	
              You
                will be eligible for the Company’s Relocation Program. The timing of the
                relocation will be at your discretion. A representative from Cendant
                Mobility will be in touch with you to explain the program and to
                discuss
                the timing of your relocation. 

            


    

    


    
      	16.  	
              In
                the unlikely event of your involuntary termination from Ingersoll-Rand
                within the two years from your date of hire for other than gross
                cause, as
                consideration for your release of whatever claims might be made,
                you will
                receive severance of one year’s base salary plus whatever pro-rata Annual
                Incentive Matrix (AIM) and Performance Share (PSP) award is earned
                as of
                your termination date, to be paid according to plan provisions. You
                will
                also have 90 days following your termination date within which to
                exercise
                your vested options.

            


    

    


    
      	17.  	
              This
                offer is conditional upon satisfactorily passing a drug test, finalization
                of our reference checking and fulfilling the requirements of the
                Immigration Reform and Control Act of 1986.


            


    

    


    


    Jim,
      we
      all believe that you will make a significant contribution in this new role
      and
      look forward to having you join our executive team. If you have any questions
      regarding your compensation and benefits, please contact Rob Butler
      (201-573-3137), Connie Roseler (201-573-3052) or myself.

    


    Sincerely,

    


    


    Herbert
      L. Henkel

    Chairman,
      President and

    Chief
      Executive Officer

    


    cc:
       Rob
      Butler

     

    
      	Attachments:	
              Elected
                Officer Supplemental (Pension)
                Program

            


    

    Ingersoll-Rand
      Key Benefits Summary

    Executive
      Health Program Summary

    


    


    Offer
      Accepted By:

    


    


    
      	 /s/
              James R. Bolch	 	 August
              25, 2005
	 James R. Bolch 	 	 Date