43PZ Investec Bnk 24

RNS Number:9978O
Ingersoll-Rand Co
19 December 2001


Paul A. Dickard (Media Contact) 
(201) 573-3120

Joe Fimbianti (Analyst Contact) 
(201) 573-3113

Ingersoll-Rand Shareholders Overwhelmingly Approve Change in Place of 
Incorporation to Bermuda

-Court to Hear Arguments on an Individual Shareholder's Request to Block the    
Plan-

WOODCLIFF LAKE, NJ., December 14, 2001--Ingersoll-Rand Company (NYSE:IR), a 
leading diversified industrial firm, today announced that its shareholders have 
overwhelmingly approved a plan to change the company's place of incorporation 
from New Jersey to Bermuda. The proposal passed by a vote of 113,915,706 (89%) 
to 14,332,195 (11%), with 1,309,232 shares that abstained from voting. The 
company has approximately 168 million shares outstanding.

Under the plan, Ingersoll-Rand Company Limited, a newly formed Bermuda 
corporation, will become the parent company of Ingersoll-Rand Company on 
December 31, 2001.

The company also stated that in a suit brought by an individual shareholder 
holding approximately 16,000 shares, the U.S. District Court in Newark, N.J., 
will hear arguments on December 18, 2001, on the shareholder's request to block 
the reincorporation.


IR is a leading innovation and solutions provider for the major global markets 
of Security and Safety, Climate Control, Industrial Productivity an 
Infrastructure. The company's diverse product portfolio encompasses such leading
industrial and commercial brands as Schlage locks and security solutions, Thermo
King transport temperature control equipment, Hussmann commercial and retail 
refrigeration equipment, Bobcat compact equipment, Club Car golf cars and 
utility vehicles, Torrington bearings and components, PowerWorks microturbines, 
and Ingersoll-Rand industrial and construction equipment. In addition, IR offers
products and services under many more premium brands for customers in industrial
and commercial markets. Further information on IR can be found on the company's 
Web site at www.irco.com.

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