Item 8. Exhibits. 

 

The following exhibits are filed as part of this registration statement:

 

Exhibit Number	Description of Document
4.1	Memorandum of Association of Ingersoll-Rand Company Limited, incorporated by reference to Exhibit 3.1 of Amendment No. 1 of the Company’s Registration Statement on Form S-4 (File No. 333-71642), filed with the Commission on October 30, 2001.
4.2	Amended and Restated Bye-Laws of Ingersoll-Rand Company Limited, dated June 1, 2005, incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 (File No. 333-128260), filed with the Commission on September 12, 2005.
4.3	Specimen Ingersoll-Rand Company Limited Class A Common Share certificate, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-4 (File No. 333-71642), filed with the Commission on October 30, 2001.
4.4	Certificate of Designation, Preferences and Rights of Series A Preference Shares of Ingersoll-Rand Company Limited, incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company’s Registration Statement on Form S-4 (File No. 333-71642), filed with the Commission on October 30, 2001.
4.5	Rights Agreement between Ingersoll-Rand Company Limited and The Bank of New York, as Rights Agent, incorporated by reference to Exhibit 4.2 of Amendment No. 1 to the Company’s Registration Statement on Form S-4 (File No. 333-71642), filed with the Commission on October 30, 2001.
4.6	Voting Agreement between Ingersoll-Rand Company Limited and Ingersoll-Rand Company, incorporated by reference to Exhibit 4.3 of Amendment No. 1 to the Company’s Registration Statement on Form S-4 (File No. 333-71642), filed with the Commission on October 30, 2001.
4.7*	Ingersoll-Rand Company Limited Incentive Stock Plan of 1995.
4.8	Reorganization Amendment to the Ingersoll-Rand Company Limited Incentive Stock Plan of 1995, dated December 21, 2001, incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.
4.9*	Ingersoll-Rand Company Limited Amended and Restated Incentive Stock Plan of 1998.
5.1*	Opinion of Conyers Dill & Pearman.
23.1*	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Conyers Dill & Pearman (contained in Exhibit 5.1).

__________

 

* Filed herewith.

 

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All Class A common shares of the Company held in the I-R Employee Savings Plan trust as of the date hereof were acquired by the plan trustee in open market transactions. No original issuance or treasury shares have been, or are presently intended to be, issued by the Company under the I-R Employee Savings Plan. The Company intends to file a post-effective amendment with an opinion of counsel regarding the legality of the Class A common shares that may be issued to the I-R Employee Savings Plan by the Company in the event the Company elects to issue Class A common shares to the I-R Employee Savings Plan in the future.

 

 

(a) The undersigned registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act.

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; or

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Montvale, state of New Jersey on the 1^st day of December, 2005.

 

	INGERSOLL-RAND COMPANY LIMITED
	By:	/s/ Patricia Nachtigal
		Name: Patricia Nachtigal Title:   Senior Vice President and General Counsel

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Herbert L. Henkel, Timothy R. McLevish and Patricia Nachtigal, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with this registration statement, to sign any and all amendments or supplements to the registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on the 1^st day of December, 2005. 

 

Signature		Title
/s/ Herbert L. Henkel		Chairman, President, Chief Executive Officer and Director
Herbert L. Henkel		(Principal Executive Officer)
/s/ Timothy R. McLevish		Senior Vice President and Chief Financial Officer
Timothy R. McLevish		(Principal Financial Officer)
/s/ Richard W. Randall		Vice President and Controller
Richard W. Randall		(Principal Accounting Officer)
/s/ Ann C. Berzin		Director
Ann C. Berzin
/s/ George W. Buckley		Director
George W. Buckley
/s/ Peter C. Godsoe		Director
Peter C. Godsoe
/s/ Constance Horner		Director
Constance Horner
/s/ H. William Lichtenberger		Director
H. William Lichtenberger
/s/ Theodore E. Martin		Director
Theodore E. Martin
/s/ Patricia Nachtigal		Director
Patricia Nachtigal
/s/ Orin R. Smith		Director
Orin R. Smith
/s/ Richard J. Swift		Director
Richard J. Swift
/s/ Tony L. White		Director
Tony L. White

 

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Pursuant to the requirements of the Securities Act of 1933, the trustee has (or other persons who administer the employee benefit plan have) duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Montvale, state of New Jersey on December 1, 2005. 

 

	INGERSOLL-RAND COMPANY EMPLOYEE SAVINGS PLAN
	By:	Ingersoll-Rand Company, Plan Administrator
	By:	/s/  Patricia Nachtigal
		Name:  Patricia Nachtigal Title:    Senior Vice President and General Counsel

 

 

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