Savings & Investment Plan Trust

Exhibit 10.8.b


TRUST AGREEMENT


Between


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FMC TECHNOLOGIES, INC.


And


FIDELITY MANAGEMENT TRUST COMPANY


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FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN TRUST


Dated as of September 28, 2001


TABLE OF CONTENTS
-----------------


Section Page - ------- ---- 1 Definitions ........................................................ 1
(a) Administrator
(b) Agreement
(c) Available Liquidity
(d) Business Day
(e) Code
(f) Closing Price
(g) Confidential Information
(h) ERISA
(i) Existing Investment Contracts
(j) Fidelity
(k) Fidelity Mutual Fund
(l) FIFO
(m) FIIOC
(n) FMC Stock
(o) FMC Stock Fund
(p) FMC Technologies Stock
(q) FMC Technologies Stock Fund
(r) FPRS
(s) Fund Vendor
(t) Mil Rate
(u) Mutual Fund
(v) Named Fiduciary
(w) NFSLLC
(x) NAV
(y) Non-Fidelity Mutual Fund
(z) NYSE
(aa) Participant
(bb) Participant Recordkeeping Reconciliation Period
(cc) PIN
(dd) Plan
(ee) PAM
(ff) Reporting Date
(gg) Specified Hierarchy
(hh) Spin-Off Date
(ii) Sponsor
(jj) Trust
(kk) Trustee
(ll) VRS


2 Trust .............................................................. 4


3 Exclusive Benefit and Reversion of Sponsor Contributions. .......... 5


Section Page - ------- ---- 4 Disbursements ...................................................... 5
(a) Administrator-Directed Disbursements
(b) Participant Withdrawal Requests
(c) Limitations


5 Investment of Trust ................................................ 5
(a) Selection of Investment Options
(b) Available Investment Options
(c) Participant Direction
(d) Mutual Funds
(e) Stock
(f) Participant Loans
(g) Stable Value Investments
(h) Participation in U.S. Equity Index Commingled Pool
(i) Trustee Powers


6 Recordkeeping and Administrative Services to Be Performed .......... 22
(a) General
(b) Accounts
(c) Inspection and Audit
(d) Notice of Plan Amendment
(e) Returns, Reports and Information


7 Compensation and Expenses .......................................... 24


8 Directions and Indemnification ..................................... 24
(a) Identity of Administrator and Named Fiduciary
(b) Directions from Administrator
(c) Directions from Named Fiduciary
(d) Co-Fiduciary Liability
(e) Indemnification
(f) Survival


9 Resignation or Removal of Trustee .................................. 26
(a) Resignation
(b) Removal


10 Successor Trustee .................................................. 26
(a) Appointment
(b) Acceptance
(c) Corporate Action


11 Termination ........................................................ 26


12 Resignation, Removal, and Termination Notices ...................... 27


13 Duration ........................................................... 27


14 Amendment or Modification .......................................... 27


15 Electronic Services ................................................ 27


16 Assignment ......................................................... 28


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Section Page - ------- ---- 17 Force Majeure ................................................................ 28


18 Confidentiality .............................................................. 28


19 General ...................................................................... 29
(a) Performance by Trustee, its Agents or Affiliates
(b) Entire Agreement
(c) Waiver
(d) Successors and Assigns
(e) Partial Invalidity
(f) Insurance
(g) Section Headings


20 Governing Law ................................................................ 30
(a) ERISA Controls
(b) Trust Agreement Controls


21 Plan Qualification ........................................................... 30


Schedules - ---------


A. Recordkeeping and Administrative Services .................................... 32


B. Fees ......................................................................... 38


C. Investment Options ........................................................... 38


D. Authorized Signers (Administrator) ........................................... 39


E. Authorized Signers (Named Fiduciary) ......................................... 40


F. Statement of Qualified Status ................................................ 41


G. Existing Investment Contracts ................................................ 42


H. Exchange Guidelines .......................................................... 43


I. Operational Guidelines for Non-Fidelity Mutual Funds ......................... 46


J. Specified Hierarchy - Available Liquidity Procedures for FMC Stock Fund ...... 48


K. Specified Hierarchy - Available Liquidity Procedures for FMC Technologies
Stock Fund ................................................................... 49


L. Investment Guidelines for the MIP II Blend Fund .............................. 50


Appendix - --------


A. Investment Contract Discloures ............................................... 54


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TRUST AGREEMENT, dated as of the twenty-eighth day of September, 2001, between FMC TECHNOLOGIES, INC., a Delaware corporation, having an office at 200 East Randolph Drive, Chicago, Illinois 60601 (the "Sponsor"), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the "Trustee").


WITNESSETH:


WHEREAS, the Sponsor is the sponsor of the FMC Technologies, Inc. Savings and Investment Plan (the "Plan"); and


WHEREAS, the Sponsor wishes to establish a single trust to hold and invest assets of the Plan for the exclusive benefit of Participants in the Plan and their beneficiaries; and


WHEREAS, the Trustee is willing to hold and invest the aforesaid Plan assets in trust among several investment options selected by the Named Fiduciary; and


WHEREAS, the Sponsor also wishes to have the Trustee perform certain ministerial recordkeeping and administrative functions under the Plan; and


WHEREAS, the Trustee is willing to perform recordkeeping and administrative services for the Plan if the services are ministerial in nature and are provided within a framework of plan provisions, guidelines and interpretations conveyed in writing to the Trustee by the Administrator.


NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the Sponsor and the Trustee agree as follows:


Section 1. Definitions. The following terms as used in this Trust Agreement have
----------- the meaning indicated unless the context clearly requires otherwise:


(a) "Administrator" shall mean FMC Technologies, Inc., identified in the Plan
-------------
document as the administrator of the Plan (within the meaning of section
3(16)(A) of ERISA).


(b) "Agreement" shall mean this Trust Agreement, and the Schedules and
---------
Exhibits attached hereto, as the same may be amended and in effect from
time to time.


(c) "Available Liquidity" shall mean the amount of short-term investments
-------------------
held in the FMC Stock Fund or the FMC Technologies Stock Fund decreased
by any outgoing cash for expenses then due,


payables for loan principal, and obligations for pending stock purchases,
and increased by incoming cash (such as contributions, exchanges in, loan
repayments) and to the extent credit is available and allocable to the FMC
Stock Fund or the FMC Technologies Stock Fund, receivables for pending
stock sales.


(d) "Business Day" shall mean each day the New York Stock Exchange is open for
------------
business.


(e) "Code" shall mean the Internal Revenue Code of 1986, as it has been or may
----
be amended from time to time.


(f) "Closing Price" shall mean either (1) the closing price of the stock on the
-------------
principal national securities exchange on which the FMC Stock or the FMC
Technologies Stock Fund are traded or, in the case of stocks traded over
the counter, the last sale price of the day; or, if (1) is unavailable, (2)
the latest available price as reported by the principal national securities
exchange on which the Sponsor Stock is traded or, for an over the counter
stock, the last bid price prior to the close of the New York Stock Exchange
(generally 4:00 p.m. Eastern time).


(g) "Confidential Information" shall mean (individually and collectively)
------------------------
proprietary information of the parties to this Trust Agreement, including
but not limited to, their inventions, confidential information, know how,
trade secrets, business affairs, prospect lists, product designs, product
plans, business strategies, finances, fee structures, etc.


(h) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
-----
it has been or may be amended from time to time.


(i) "Existing Investment Contracts" shall mean each investment contract
-----------------------------
heretofore entered into by the Sponsor (or any of its subsidiaries or
affiliates) or any predecessor trustee, and specifically identified on
Schedule "G" attached hereto.


(j) "Fidelity" shall mean the Trustee and/or its affiliates.
--------


(k) "Fidelity Mutual Fund" shall mean any investment company advised by
--------------------
Fidelity Management & Research Company or any of its affiliates.


(l) "FIFO" shall mean first in first out.
----


(m) "FIIOC" shall mean Fidelity Investments Institutional Operations Company,
-----
Inc.


(n) "FMC Stock" shall mean the common stock of FMC Corporation, a publicly
---------
traded equity security.


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(o) "FMC Stock Fund" shall mean the investment option consisting primarily of
--------------
shares of FMC Corporation Stock (defined herein as "FMC Stock") and cash
or short-term liquid investments.


(p) "FMC Technologies Stock" shall mean the common stock of FMC Technologies,
----------------------
Inc., a publicly traded equity security.


(q) "FMC Technologies Stock Fund" shall mean the investment option consisting
---------------------------
primarily of shares of FMC Technologies, Inc. Stock (defined herein as
"FMC Technologies Stock") and cash or short-term liquid investments.


(r) "FPRS" shall mean the Fidelity Participant Recordkeeping Systems.
----


(s) "Fund Vendor" shall mean the vendor for each Non-Fidelity Mutual Fund.
-----------


(t) "Mil Rate" shall mean the daily accrual for interest rate factor.
--------


(u) "Mutual Fund" shall refer both to Fidelity Mutual Funds and Non-Fidelity
-----------
Mutual Funds.


(v) "Named Fiduciary" shall mean FMC Technologies, Inc., a named fiduciary of
---------------
the Plan (within the meaning of section 402(a) of the ERISA).


(w) "NFSLLC" shall mean National Financial Services LLC., an affiliate of the
------
Trustee.


(x) "NAV" shall mean net asset value.
---


(y) "Non-Fidelity Mutual Fund" shall mean certain investment companies not
------------------------
advised by Fidelity Management & Research Company or any of its
affiliates.


(z) "NYSE" shall mean the New York Stock Exchange.
----


(aa) "Participant" shall mean, with respect to the Plan, any employee, former
-----------
employee, or alternate payee with an account under the Plan, which has
not yet been fully distributed and/or forfeited, and shall include the
designated beneficiary(ies) with respect to the account of any deceased
employee, former employee, or alternate payee until such account has been
fully distributed and/or forfeited.


(bb) "Participant Recordkeeping Reconciliation Period" shall mean the period
-----------------------------------------------
beginning on the date of the initial transfer of assets to the Trust and
ending on the date of the completion of the reconciliation of Participant
records.


(cc) "PIN" shall mean personal identification number.
---


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(dd) "Plan" shall mean the FMC Technologies, Inc. Savings and Investment Plan.
----


(ee) "PAM" shall mean the plan administrative manual, which is the set of
---
written guidelines developed by the Trustee and the Sponsor with respect
to the details of the Plan's administration, which shall be deemed to be
a direction to and an obligation of the Trustee under this Agreement.


(ff) "Reporting Date" shall mean the last day of each fiscal quarter of the
--------------
Plan and, if not on the last day of a fiscal quarter, the date as of
which the Trustee resigns or is removed pursuant to Section 9 hereof or
the date as of which this Agreement terminates pursuant to Section 11
hereof.


(gg) "Specified Hierarchy" shall mean the processing order set forth in
-------------------
Schedules "J" and "K" that gives precedence to distributions, loans and
withdrawals, and otherwise on a FIFO basis.


(hh) "Spin-Off Date" shall mean the date upon which FMC Corporation distributes
-------------
its interest in the Sponsor.


(ii) "Sponsor" shall mean FMC Technologies, Inc., a Delaware corporation, or
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any successor to all or substantially all of its businesses which, by
agreement, operation of law or otherwise, assumes the responsibility of
the Sponsor under this Agreement.


(jj) "Trust" shall mean the FMC Technologies, Inc. Savings and Investment Plan
-----
Trust, being the trust established by the Sponsor and the Trustee
pursuant to the provisions of this Agreement.


(kk) "Trustee" shall mean Fidelity Management Trust Company, a Massachusetts
-------
trust company and any successor to all or substantially all of its trust
business as described in Section 10(c). The term Trustee shall also
include any successor trustee appointed pursuant to Section 10 to the
extent such successor agrees to serve as Trustee under this Agreement.


(ll) "VRS" shall mean voice response system.
---


Section 2. Trust. The Sponsor hereby establishes the Trust with the Trustee. The
----- Trust shall consist of an initial contribution of money or other property acceptable to the Trustee in its sole discretion, made by the Sponsor or transferred from a previous trustee under the Plan, such additional sums of money, FMC Technologies Stock or other property acceptable to the Trustee in its sole discretion, as shall from time to time be delivered to the Trustee under the Plan, all investments made therewith and proceeds thereof, and all earnings and profits thereon, less the payments that are made by the Trustee as provided herein, without distinction between principal and income. The Trustee hereby accepts the Trust on the terms and conditions set forth in this Agreement. In accepting this Trust, the Trustee shall be accountable for the assets received by it, subject to the terms and conditions of this Agreement. The Trustee shall maintain


4


participant level accounts for all Plan Participants and shall account for each type of money classification as specified on Schedule "A", including, without limitation, contributions, earnings and losses within each such classification.


Section 3. Exclusive Benefit and Reversion of Sponsor Contributions. Except as
-------------------------------------------------------- provided under applicable law, no part of the Trust may be used for, or diverted to, purposes other than the exclusive benefit of the Participants in the Plan or their beneficiaries or the reasonable expenses of Plan administration. Disbursements from the forfeiture account may be made as directed by the Sponsor to offset contributions or reasonable expenses of Plan administration. No assets of the Plan shall revert to the Sponsor, except as specifically permitted by the terms of the Plan.


Section 4. Disbursements.
-------------


(a) Administrator-Directed Disbursements. The Trustee shall make
------------------------------------ disbursements in the amounts and in the manner that the Administrator directs from time to time in writing. The Trustee shall have no responsibility to ascertain such direction's compliance with the terms of the Plan (except to the extent the terms of the Plan have been communicated to the Trustee in writing) or of any applicable law or the direction's effect for tax purposes or otherwise, nor shall the Trustee have any responsibility to see to the application of any disbursement.


(b) Participant Withdrawal Requests. The Sponsor hereby directs that,
------------------------------- pursuant to the Plan, a Participant withdrawal request (in-service or full withdrawal) may be made by the Participant by telephone or such other electronic means as may be agreed to from time to time by the Sponsor and Trustee, and the Trustee shall process such request only after the identity of the Participant is verified by use of a PIN and social security number. The Trustee shall process such withdrawal in accordance with written guidelines provided by the Sponsor and documented in the PAM.


(c) Limitations. The Trustee shall not be required to make any
----------- disbursement in excess of the net realizable value of the assets of the Trust at the time of the disbursement. The Trustee shall be required to make all disbursements in accordance with the applicable source and fund withdrawal hierarchy and as documented in the PAM, unless the Administrator has provided a written direction to the contrary.


Section 5. Investment of Trust.
-------------------


(a) Selection of Investment Options. The Trustee shall have no
------------------------------- responsibility for the selection of investment options under the Trust and shall not render investment advice to any person in connection with the selection of such options.


5


(b) Available Investment Options. The Named Fiduciary shall direct the
---------------------------- Trustee as to the investment options in which the Trust shall be invested during the Participant Recordkeeping Reconciliation Period and the investment options in which Plan Participants may invest following the Participant Recordkeeping Reconciliation Period. The Named Fiduciary may determine to offer as investment options only: (i) FMC Stock, (ii) FMC Technologies Stock, (iii) Fidelity Mutual Funds and Non-Fidelity Mutual Funds (iv) notes evidencing loans to Plan Participants in accordance with the terms of the Plan, (v) Existing Investment Contracts, and (vi) collective investment funds maintained by the Trustee for qualified plans.


The Trustee shall be considered a fiduciary with investment discretion only with respect to Plan assets (including the proceeds from any Existing Investment Contracts) that are invested in Existing Investment Contracts as set forth on Schedule "G" and collective investment funds maintained by the Trustee for qualified plans.


The investment options initially selected by the Named Fiduciary are identified on Schedule "C" attached hereto. Upon transfer to the Trust, Plan assets will be invested in the investment option(s) as directed by the Sponsor. The Named Fiduciary may add additional investment options with the consent of the Trustee to reflect administrative considerations and upon mutual amendment of this Agreement.


(c) Participant Direction. As authorized under the Plan, each
--------------------- Participant shall direct the Trustee in which investment option(s) to invest the assets in the Participant's individual accounts. Such directions may be made by Participants by use of the telephone exchange system, the internet or in such other manner as may be agreed upon from time to time by the Sponsor and the Trustee. Such direction shall be made in accordance with written exchange guidelines attached hereto as Schedule "H". The Trustee shall not be liable for any loss or expense that arises from a Participant's exercise or non-exercise of rights under this Section 5 over the assets in the Participant's accounts, unless such loss or expense is a direct result of the Trustee's negligence. In the event that the Trustee fails to receive a proper direction from the Participant, the assets shall be invested in the investment option set forth for such purpose on Schedule "C", until the Trustee receives a proper direction.


(d) Mutual Funds. The Named Fiduciary hereby acknowledges that it has
------------ received from the Trustee a copy of the prospectus for each Fidelity Mutual Fund selected by the Named Fiduciary as a Plan investment option or short-term investment fund. All transactions involving Non-Fidelity Mutual Funds shall be done in accordance with the operational guidelines attached hereto as Schedule "I". Trust investments in Mutual Funds shall be subject to the following limitations:


(i) Execution of Purchases and Sales. Purchases and sales of
-------------------------------- Mutual Funds (other than for exchanges) shall be made on the date on which the Trustee receives from the Administrator in


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good order all information, documentation and wire transfer of funds (if applicable), necessary to accurately affect such transactions. For purposes of this Agreement, "in good order" shall mean in a state or condition acceptable to the Trustee in its sole discretion, which the Trustee determines is reasonably necessary for accurate execution of the intended transaction. Exchanges of Mutual Funds shall be made in accordance with the exchange guidelines attached hereto as Schedule "H".


(ii) Voting. At the time of mailing of notice of each annual or
------ special stockholders' meeting of any Mutual Fund, the Trustee shall send a copy of the notice and all proxy solicitation materials to each Participant who has shares of such Mutual Fund credited to the Participant's accounts, together with a voting direction form for return to the Trustee or its designee. The Participant shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the shares credited to the Participant's accounts (both vested and unvested). The Trustee shall vote the shares as directed by the Participant.


During the Participant Recordkeeping Reconciliation Period, the Named Fiduciary shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the shares of the Mutual Funds in the Trust, including Mutual Fund shares held in any short-term investment fund for liquidity reserve. Following the Participant Recordkeeping Reconciliation Period, the Named Fiduciary shall continue to have the right to direct the Trustee as to the manner in which the Trustee is to vote any Mutual Funds shares held in a short-term investment fund for liquidity reserve.


The Trustee shall not vote any Mutual Fund shares for which it has received no directions from the Participant or the Named Fiduciary.


With respect to all rights other than the right to vote, the Trustee shall follow the directions of the Participant and if no such directions are received, the directions of the Named Fiduciary. The Trustee shall have no further duty to solicit directions from Participants or the Named Fiduciary.


(e) Stock.
-----


(i) FMC Stock Fund. Trust investments in FMC Stock shall be made
-------------- via the FMC Stock Fund. Investments in the FMC Stock Fund shall consist primarily of shares of FMC Stock. The FMC Stock Fund shall also include cash or short-term liquid investments, in accordance with this paragraph, in amounts designed to satisfy daily participant exchange or withdrawal requests. Such holdings will include Colchester Street Trust: Money Market Portfolio: Class I, or such other Mutual Fund or commingled money market pool as agreed to in writing by the Sponsor and Trustee. The Named Fiduciary shall, after consultation with the Trustee, establish and communicate to the Trustee in writing a


7


target percentage and drift allowance for such short-term liquid investments. Subject to its ability to execute open-market trades in FMC Stock or to otherwise trade with the Sponsor, the Trustee shall be responsible for ensuring that the short-term investments held in the FMC Stock Fund falls within the agreed-upon range over time. Each Participant's proportional interest in the FMC Stock Fund shall be measured in units ...