SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 -------- 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 FIRST NATIONAL BANK OF CHICAGO (Exact name of trustee as specified in its charter) A National Banking Association 36-0899825 One First National Plaza, Chicago, Illinois 60670-0126 (Address of principal executive offices) (Zip Code) The First National Bank of Chicago One First National Plaza, Suite 0286 Chicago, Illinois 60670-0286 Attn: Lynn A. Goldstein, Law Department (312) 732-6919 (Name, address and telephone number of agent for service) Ingersoll - Rand Financing I (Exact name of obligor as specified in its trust agreement) Delaware Applied For (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 200 Chestnut Ridge Road Woodcliff Lake, New Jersey 07675 (Address of principal executive offices) (Zip Code) Capital Securities of Ingersoll - Rand Financing I (Title of Indenture Securities) Item 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. Comptroller of the Currency, Washington, D.C., Federal Deposit Insurance Corporation, Washington, D.C., The Board of Governors of the Federal Reserve System, Washington D.C. (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. Item 2. Affiliations With the Obligor. If the obligor is an affiliate of ----------------------------- the trustee, describe each such affiliation. No such affiliation exists with the trustee. Item 16. List of exhibits. List below all exhibits filed as a ----------------- part of this Statement of Eligibility. 1. A copy of the articles of association of the trustee now in effect.* 2. A copy of the certificates of authority of the trustee to commence business.* 3. A copy of the authorization of the trustee to exercise corporate trust powers.* 4. A copy of the existing by-laws of the trustee.* 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. 8. Not Applicable. 9. Not Applicable. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, The First National Bank of Chicago, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois, on the 4th day of March, 1998. The First National Bank of Chicago, Trustee /s/ Steven M. Wagner By -------------------------------- Steven M. Wagner Vice President * Exhibit 1, 2, 3 and 4 are herein incorporated by reference to Exhibits bearing identical numbers in Item 16 of the Form T-1 of The First National Bank of Chicago, filed as Exhibit 25.1 to the Registration Statement on Form S-3 of SunAmerica Inc., filed with the Securities and Exchange Commission on October 2, 1996 (Registration No. 333-14201). EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT March 4, 1998 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In connection with the qualification of the Amended and Restated Declaration of Trust of Ingersoll - Rand Financing I, Dated as of March 9, 1998, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, The First National Bank of Chicago /s/ Steven M. Wagner By: ------------------------------- Steven M. Wagner Vice President EXHIBIT 7 Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/97 ST-BK: 17-1630 FFIEC 031 Address: One First National Plaza, Ste 0303 Page RC-1 City, State Zip: Chicago, IL 60670 FDIC Certificate No.: 0/3/6/1/8 --------- Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for September 30, 1997 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC--Balance Sheet Dollar Amounts in C400 ------ Thousands RCFD BIL MIL THOU ------------- ---- ------------ ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin<F(1)> 0081 4,499,157 1.a. b. Interest-bearing balances<F(2)> 0071 6,967,103 1.b. 2. Securities a. Held-to-maturity securities(from Schedule RC-B, column A) 1754 0 2.a. b. Available-for-sale securities (from Schedule RC-B, column D) 1773 5,251,713 2.b. 3. Federal funds sold and securities purchased under agreements to resell 1350 5,561,976 3. 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 24,171,565 4.a. b. LESS: Allowance for loan and lease losses RCFD 3123 419,216 4.b. c. LESS: Allocated transfer risk reserve RCFD 3128 0 4.c. d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 23,752,349 4.d. 5. Trading assets (from Schedule RD-D) 3545 6,238,805 5. 6. Premises and fixed assets (including capitalized leases) 2145 717,303 6. 7. Other real estate owned (from Schedule RC-M) 2150 7,187 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 77,115 8. 9. Customers' liability to this bank on acceptances outstanding 2155 614,921 9. 10. Intangible assets (from Schedule RC-M) 2143 277,105 10. 11. Other assets (from Schedule RC-F) 2160 2,147,141 11. 12. Total assets (sum of items 1 through 11) 2170 56,108,875 12. <FN> <F(1)> Includes cash items in process of collection and unposted debits. <F(2)> Includes time certificates of deposit not held for trading. LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part 1) RCON 2200 21,496,468 13.a (1) Noninterest-bearing<F(1)> RCON 6631 8,918,843 13.a.1 (2) Interest-bearing RCON 6636 12,577,625 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) RCFN 2200 14,164,129 13.b. (1) Noninterest bearing RCFN 6631 352,399 13.b.1 (2) Interest-bearing RCFN 6636 13,811,730 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCFD 2800 3,894,469 14 15. a. Demand notes issued to the U.S. Treasury RCON 2840 68,268 15.a b. Trading Liabilities(from Schedule RC-D) RCFD 3548 5,247,232 15.b 16. Other borrowed money: a. With a remaining maturity of one year or less RCFD 2332 2,608,057 16.a b. With a remaining maturity of than one year through three years A547 379,893 16.b c. With a remaining maturity of more than three years A548 323,042 16.c 17. Not applicable 18. Bank's liability on acceptance executed and outstanding RCFD 2920 614,921 18 19. Subordinated notes and debentures<F(2)> RCFD 3200 1,700,000 19 20. Other liabilities (from Schedule RC-G) RCFD 2930 1,222,121 20 21. Total liabilities (sum of items 13 through 20) RCFD 2948 51,718,600 21 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus RCFD 3838 0 23 24. Common stock RCFD 3230 200,858 24 25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 2,989,408 25 26. a. Undivided profits and capital reserves RCFD 3632 1,175,518 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities RCFD 8434 26,750 26.b. 27. Cumulative foreign currency translation adjustments RCFD 3284 (2,259) 27 28. Total equity capital (sum of items 23 through 27) RCFD 3210 4,390,275 28 29. Total liabilities and equity capital (sum of items 21 and 28) RCFD 3300 56,108,875 29 <FN> <F(1)> Includes total demand deposits and noninterest-bearing time and savings deposits. <F(2)> Includes limited-life preferred stock and related surplus. Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 1996 Number RCFD 6724 N/A M.1 1. Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2. Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3. Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4. Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5. Review of the bank's financial statements by external auditors 6. Compilation of the bank's financial statements by external auditors 7. Other audit procedures (excluding tax preparation work) 8. No external audit work