EXHIBIT 4.4
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Number Shares
IR [LOGO]
CLASS A COMMON CLASS A COMMON
THIS CERTIFICATE IS TRANSFERABLE
IN THE CITY OF NEW YORK
INCORPORATED UNDER THE LAWS OF BERMUDA
INGERSOLL-RAND COMPANY LIMITED
This is to Certify that CUSIP G4776G 10 1
SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of
FULL-PAID AND NON-ASSESSABLE CLASS A COMMON SHARES
of Ingersoll-Rand Company Limited, transferable on the books of the Company by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
Witness the seal of the Company and the facsimile signatures of its duly authorized officers.
Dated
/s/ Peter Hong /s/ Herbert L. Henkel
VICE PRESIDENT AND TREASURER [SEAL] CHAIRMAN OF THE BOARD
American Bank Note Company
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COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
TRANSFER AGENT
AND REGISTRAR,
BY
AUTHORIZED SIGNATURE
INGERSOLL-RAND COMPANY LIMITED WILL FURNISH TO ANY SHAREHOLDER, UPON
REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RIGHTS,
PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS OF THE COMPANY
AUTHORIZED TO BE ISSUED AND, AS THE COMPANY IS AUTHORIZED TO ISSUE PREFERENCE
SHARES IN SERIES, A FULL STATEMENT OF THE VARIATIONS IN THE RELATIVE RIGHTS AND
PREFERENCES BETWEEN THE SHARES OF EACH SUCH SERIES SO FAR AS THE SAME HAVE BEEN
FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND
DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. THIS MAY BE
OBTAINED FROM THE TRANSFER AGENT NAMED ON THE FACE HEREOF.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM - as tenants in common UNIF GIFT MIN ACT -................Custodian................
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants in Act.................................
common (State)
Additional abbreviations may also be used though not in the above list.
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For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
_____________________________________________ Shares represented by the within
Certificate, and do hereby irrevocably constitute and appoint
___________________________________________ Attorney to transfer the said stock
on the books of the within-named Company with full power of substitution in the
premises.
Dated,
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NOTICE: THE SIGNATURE TO THE AGREEMENT
MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE
WHATEVER.
SIGNATURE(S) GUARANTEED:
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THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C.
RULE 17Ad-15
THIS CERTIFICATE ALSO EVIDENCES THE HOLDER HEREOF TO CERTAIN RIGHTS AS
SET FORTH IN A RIGHTS AGREEMENT BETWEEN INGERSOLL-RAND COMPANY LIMITED AND THE
BANK OF NEW YORK, DATED AS OF , 2001, AS THE SAME MAY BE AMENDED FROM TIME
TO TIME (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED
HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICE OF INGERSOLL-RAND COMPANY LIMITED. UNDER CERTAIN CIRCUMSTANCES, AS SET
FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE
CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. INGERSOLL-RAND
COMPANY LIMITED WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS
AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR
TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE
RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND
WILL NO LONGER BE TRANSFERABLE.