Exhibit 25.4 ============================================================================= FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |_| ___________________________ THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation if not a U.S. (I.R.S. employer national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) ___________________________ Ingersoll-Rand Financing III (Exact name of obligor as specified in its charter) Delaware To Be Applied For (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 200 Chestnut Ridge Road Woodcliff Lake, New Jersey 07677 (Address of principal executive offices) (Zip code) ___________________________ Preferred Securities (Title of the indenture securities) ============================================================================= 1. General information. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. Name Address ---- ------- Superintendent of Banks of 2 Rector Street, New York, the State of New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of 33 Liberty Plaza, New York, New York N.Y. 10045 Federal Deposit Insurance Washington, D.C. 20429 Corporation New York Clearing House New York, New York 10005 Association (b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 16. List of Exhibits. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a -2- and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -3- SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 1st day of November, 2000. THE BANK OF NEW YORK By: /s/ Mary Beth A. Lewicki Name: Mary Beth A. Lewicki Title: Vice President -4- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 2000, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts In Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin . . $4,133,121 Interest-bearing balances . . . . . . . . . . . . . . . 4,153,905 Securities: Held-to-maturity securities . . . . . . . . . . . . . . 908,946 Available-for-sale securities . . . . . . . . . . . . . 4,889,160 Federal funds sold and Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . 4,471,741 Loans and lease financing receivables: Loans and leases, net of unearned income . . 8,423,509 LESS: Allowance for loan and lease losses . . 590,846 LESS: Allocated transfer risk reserve . . . . . 12,596 Loans and leases, net of unearned income, allowance, and reserve . . . . . . . . . . . . . . . 37,820,067 Trading Assets . . . . . . . . . . . . . . . . . . . . . 11,028,326 Premises and fixed assets (including capitalized leases) 722,622 Other real estate owned . . . . . . . . . . . . . . . . . 6,351 Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . . . . . 166,189 Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . 1,154,448 Intangible assets . . . . . . . . . . . . . . . . . . . . 1,338,942 Other assets . . . . . . . . . . . . . . . . . . . . . . 3,392,303 Total assets . . . . . . . . . . . . . . . . . . . . . . $74,186,121 -1- LIABILITIES Deposits: In domestic offices . . . . . . . . . . . . . . . . . . $28,759,739 Noninterest-bearing . . . . . . . . . . . . . 12,991,192 Interest-bearing . . . . . . . . . . . . . . 15,768,547 In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . . . 26,421,204 Noninterest-bearing . . . . . . . . . . . . . . 550,232 Interest-bearing . . . . . . . . . . . . . . 25,870,972 Federal funds purchased and Securities sold under agreements to repurchase . . . . . . . . . . . . 1,619,310 Demand notes issued to the U.S.Treasury . . . . . . . . . 100,000 Trading liabilities . . . . . . . . . . . . . . . . . . . 2,337,972 Other borrowed money: With remaining maturity of one year or less . . . . . . 1,754,237 With remaining maturity of more than one year through three years . . . . . . . . . . . . . . . . . . . . . 0 With remaining maturity of more than three years . . . 31,080 Bank's liability on acceptances executed and outstanding 1,155,970 Subordinated notes and debentures . . . . . . . . . . . . 1,652,000 Other liabilities . . . . . . . . . . . . . . . . . . . . 4,169,081 ------------ Total liabilities . . . . . . . . . . . . . . . . . . . . 68,000,593 ============ EQUITY CAPITAL Common stock . . . . . . . . . . . . . . . . . . . . . . 1,135,284 Surplus . . . . . . . . . . . . . . . . . . . . . . . . . 956,428 Undivided profits and capital reserves . . . . . . . . . 4,156,469 Net unrealized holding gains (losses) on available- for-sale securities . . . . . . . . . . . . . . . . . . (33,142) Accumulated net gains (losses) on cash flow hedges 0 Cumulative foreign currency translation adjustments . . . (29,511) Total equity capital . . . . . . . . . . . . . . . . . . 6,185,528 ----------- Total liabilities and equity capital . . . . . . . . . . $74,186,121 =========== I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of -2- Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. ____ Thomas A. Renyi | Gerald L. Hassell | Directors Alan R. Griffith | ____| -3-