**Exhibit 10.35**

December 12, 2003 - Revised December 24, 2003

MichaelW. Lamachxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Dear Mike,

Iam pleased to offer you the position of Senior  Vice President and Sector President reporting to me, with responsibilityfor the leadership ofIngersoll-Rand's Security & Safety business located in Indianapolis,Indiana. You will be presented to the Board of Directors at the February 4,2004, board meeting for election as a Senior Vice President and Officer of Ingersoll-RandCompany Limited to take effect on the date of your election.

The following is the outline of our offer:
      1.   Yourstarting base salary will be at an annual rate of $450,000(four hundred fifty thousand U.S.             dollars) paidmonthly.
      2.    You will be eligible for an annual incentive opportunitytargeted at 90% of salary depending upon your             performance and the performanceof Ingersoll-Rand Company Limited. For performance year 2004,             provided youbegin employment by March 31, 2004, the Company will calculate your annualincentive             as if you had worked the entire year.

     3.  You will be recommendedfor a sign-on award of 50,000 (fifty thousand) non-qualified stockoptions.            This award is subject toapproval by the Compensation Committee of the Board of Directors (the            "Committee") and to the terms and conditions of awards made under our IncentiveStock Plan.  Your            award recommendationwill be considered by the Committee at its February 4, 2004, meeting. These            options will be priced at the Fair Market Value of Ingersoll-Rand stock (usingthe definition in the            Incentive Stock Plan of the average of the high and lowprice of Ingersoll-Rand stock on the New             York Stock Exchange on the day of thefull Board of Directors' meeting, provided you have already            begun employment.  If not, the same option pricing process willbe applied on your first day of            employment following the February 4thmeeting).  Stock option awards vest overa three-year period,            one third eachyear.

            In future years, starting February 2005, you will beeligible to receive stock option awards under the            Plan as administered by theCommittee. Currently, your *annual target* stock option award level is           45,000 option shares. Annual stock option awards are contingent on, andvariable with, the Company's            financial performance and your performance.     4.  Additionally, you willbe recommended for a sign-on award of 9,000 IR performance shares. These           shareswill be contributed to the Company's Executive Deferred Compensation Plan(EDCP) and           invested in the IR stock fund; the value will fluctuate with thevalue of IR's share price and dividends. 

          These performance shares will become vested according to thefollowing schedule:                        2,500 Firstanniversary of employment date.                        2,500 Secondanniversary of employment date.                        4,000 Third anniversary of employment date.                        9,000

          Distribution of these performance shares will occuraccording to the rules of the EDCP, i.e., currently no          sooner than the Februaryfollowing the vesting date.  The EDCPcurrently allows participants to defer "in          service" distributions with oneyear's advance notice, and this provision will be made available to you          underthe rules in effect at the time of distribution.

 5.   You will be recommendedas a participant in the IR Performance Share Program for an award of 6,000         performance shares for performance year 2004. Awards under the IR PerformanceShare Program are         both contingent on, and variable with, achievement ofspecific objectives. The objectives are established         each year by the Chairmanand Board of Directors, and include several strategic objectives aimed at         improving organizational effectiveness and several financial performancemetrics, which in 2003 were         E.P.S., Cash Flow and R.O.I.C. These awards, ifearned, are distributed each year in February (i.e.,         February 2005 forperformance year 2004) following the Board's approval.

  6.   You will be eligible forthe complete program of employee benefits offered to all Ingersoll-Randsalaried         employees in accordance with the terms and conditions of thoseplans.   Please note that your medical        and life insurance coverage with Ingersoll-Rand will commence on the first dayof the month following         employment.  Asummary of Ingersoll-Rand's key benefits is enclosed. Further, as an Officer ofthe         Company, you have been nominated and approved for participation in thecompany's Elected Officer             Supplemental (Pension) Program, under the terms andconditions of that plan, with the exception that you         will be credited with 17years service offset by all of your retirement benefits earned at JCI.  A brief         summary of that plan is enclosed.

   7.  You will be recommendedfor the standard officer's change of control agreement. 

   8. You will be entitled topaid vacation in accordance with company policy, which in your case is fourweeks          per calendar year.

   9.  You will be eligible forthe company's Relocation Program. 

 10.  You will be provided acompany 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. Aportion of the benefit        will be imputed to your statement of gross income fortax purposes.

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

 12.  You will be eligible forthe company's tax, estate and financial planning services offered through AYCO.         A portion of the service will beimputed to your statement of gross income for tax purposes.

 13.  In the unlikely event ofyour involuntary termination from Ingersoll-Rand within the five years fromyour         date of hire for other than gross cause, as consideration for your releaseof whatever claims might be         made, you will receive severance of eighteenmonth's base salary plus whatever Annual Incentive         Matrix (AIM) award is earnedat the conclusion of the year of separation.

 14.  This offer isconditional upon satisfactorily passing a drug test and fulfilling therequirements of the            Immigration Reform and Control Act of 1986. 

Mike,we all believe that you can make a significant contribution in this new roleand would very much like to have you on our executive team.  I am confident that you have the potentialfor significant advancement in the Company, and I look forward to establishinga development plan and regular mentoring sessions with you to facilitate ouraspirations for your career at Ingersoll Rand. 

Inthe meantime, please contact Sharon Elliott (201 573-3563), or myself, if youhave any questions.

Sincerely, 

Herbert L. HenkelChairman, President and ChiefExecutive Officer

cc:        R. C. Butler - Executive Director Compensation and Benefits        

Attachments:  Elected Officer Supplemental (Pension) Program                      Ingersoll-Rand's Key Benefits Summary                      Executive Health Program Summary 

Offer Accepted By:

  /s/ Michael Lamach                                                     Date:  __________________________MichaelLamach