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Non-qualified Savings & Investment Plan Trust

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Exhibit 10.9.b


TRUST AGREEMENT


Between


FMC TECHNOLOGIES, INC.


And


FIDELITY MANAGEMENT TRUST COMPANY


FMC TECHNOLOGIES, INC. NONQUALIFIED SAVINGS AND INVESTMENT PLAN TRUST


Dated as of September 28, 2001


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


Section Page - ------- ---- 1 Definitions ............................................................................... 2
(a) Administrator
(b) Affiliate
(c) Agreement
(d) Available Liquidity
(e) Business Day
(f) Change in Control
(g) Closing Price
(h) Code
(i) ERISA
(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) IRS
(s) Mutual Fund
(t) NFSLLC
(u) Non-Fidelity Mutual Fund
(v) NYSE
(w) Participant
(x) Participant Recordkeeping Reconciliation Period
(y) Plan
(z) Potential Change in Control
(aa) Reporting Date
(bb) Specified Hierarchy
(cc) Spin-Off Date
(dd) Sponsor
(ee) Trust
(ff) Trustee
(gg) VRS


2 Trust ..................................................................................... 4
(a) Establishment
(b) Revocability
(c) Grantor Trust
(d) Trust Assets
(e) Contributions
(f) Administrator
(g) Non-Assignment


3 Payments to Sponsor ...................................................................... 5


i


TABLE OF CONTENTS
-----------------
(Continued)


Section Page - ------- ---- 4 Disbursement ............................................................................. 5
(a) Directions from Administrator
(b) Payments with No Stated Procedure
(c) Limitations
(d) Participants Subject to Federal Income Taxation


5 Investment of Trust ...................................................................... 7
(a) Selection of Investment Options
(b) Available Investment Options
(c) Investment Directions
(d) Mutual Funds
(e) Stock
(f) Trustee Powers


6 Recordkeeping and Administrative Services to Be Performed ................................ 21
(a) General
(b) Accounts
(c) Inspection and Audit
(d) Effect of Plan Amendment
(e) Returns, Reports and Information


7 Compensation and Expenses ................................................................ 22


8 Directions and Indemnification ........................................................... 23
(a) Identity of Administrator
(b) Directions from Administrator
(c) Directions from Participants
(d) Indemnification
(e) Survival


9 Resignation or Removal of Trustee ........................................................ 24
(a) Resignation
(b) Removal


10 Successor Trustee ........................................................................ 24
(a) Appointment
(b) Acceptance
(c) Corporate Action


11 Termination .............................................................................. 25


12 Resignation, Removal, and Termination Notices ............................................ 25


13 Duration ................................................................................. 25


ii


TABLE OF CONTENTS
-----------------
(Continued)


Section Page - ------- ---- 14 Insolvency of Sponsor .................................................................... 25


15 Change in Control ........................................................................ 26


16 Amendment or Termination ................................................................. 28
(a) Amendment
(b) Termination


17 Electronic Services ...................................................................... 28


18 General .................................................................................. 30
(a) Performance by Trustee, its Agent or Affiliates
(b) Entire Agreement
(c) Waiver
(d) Successors and Assigns
(e) Partial Invalidity
(f) Section Headings


19 Governing Law ............................................................................ 30
(a) Massachusetts Controls
(b) Trust Agreement Controls


Schedules - ---------


A. Recordkeeping and Administrative Services ............................................. 32
B. Fees .................................................................................. 34
C. Authorization Signers (Administrator) ................................................. 35
D. Operational Guidelines for Non-Fidelity Mutual Funds .................................. 36
E. Exchange Guidelines ................................................................... 38
F. Specified Hierarchy - Available Liquidity Procedures For FMC Stock Fund ............... 40
G. Specified Hierarchy - Available Liquidity Procedures For FMC Technologies Stock Fund .. 41
H. Investment Direction .................................................................. 42


iii


TRUST AGREEMENT, dated as of the twenty-eighth day of September, 2001, between FMC TECHNOLOGIES, INC., a Delaware corporation, having an office at 200 E. 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. Nonqualified Savings and Investment Plan (the "Plan"); and


WHEREAS, the Sponsor wishes to establish an irrevocable trust and to contribute to the trust assets that shall be held therein, subject to the claims of Sponsor's creditors in the event of Sponsor's Insolvency, as herein defined, until paid to Plan Participants and their beneficiaries in such manner and at such times as specified in the Plan; and


WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"); and


WHEREAS, it is the intention of the Sponsor to make contributions to the trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan; and


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


WHEREAS, the Sponsor 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 purely 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, with respect to the Plan, any person or
-------------
entity designated in accordance with Section 2(f) of this Agreement.


(b) "Affiliate" shall mean any subsidiary or affiliate of the Sponsor.
---------


(c) "Agreement" shall mean this Trust Agreement, as the same may be amended
---------
and in effect from time to time.


(d) "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, principal, and obligations
for pending stock purchases, and increased by incoming cash (such as
contributions, exchanges in) 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.


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


(f) "Change in Control" shall mean the occurrence of any of the events
-----------------
described in section 15 of this Agreement.


(g) "Closing Price" shall mean either (1) the closing price of the stock on
-------------
the principal national securities exchange on which the FMC Stock Fund or
the FMC Technologies Stock Fund is 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 FMC Stock Fund or the FMC
Technologies Stock Fund 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).


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


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


(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.


(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-


2


term liquid investments.


(r) "IRS" shall mean the Internal Revenue Service.
---


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


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


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


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


(w) "Participant" shall mean, with respect to the Plan, any employee (or
-----------
former employee) 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 (or
deceased former employee) until such account has been fully distributed
and/or forfeited.


(x) "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.


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


(z) "Potential Change in Control" shall mean the public announcement of the
---------------------------
intention to enter into or entering into an agreement which would result
in a Change in Control.


(aa) "Reporting Date" shall mean the last day of each calendar quarter, the
--------------
date as of which the Trustee resigns or is removed pursuant to this
agreement and the date as of which this Agreement terminates pursuant to
Section 11 hereof.


(bb) "Specified Hierarchy" shall mean the processing order set forth in
-------------------
Schedules "F" and "G" that give precedence to distributions and
withdrawals, and otherwise on a FIFO basis.


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


(dd) "Sponsor" shall mean FMC Technologies, Inc., a Delaware corporation, or
-------
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.


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


(ff) "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. 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.


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


3


Section 2. Trust.
-----


(a) Establishment. The Sponsor hereby establishes the Trust with the
------------- Trustee. The Trust shall consist of an initial contribution of money, FMC Technologies Stock, 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 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.


(b) Revocability. The Trust hereby established is revocable by the
------------ Sponsor. The Trust shall become irrevocable upon a Change in Control or upon a Potential Change in Control, unless a Change in Control does not occur during the twelve (12) month period following the Potential Change in Control. If a Change in Control does not occur during such twelve (12) month period, the Trust shall again be revocable by the Sponsor.


(c) Grantor Trust. The Trust is intended to be a grantor trust, of
------------- which the Sponsor is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as amended, and shall be construed accordingly.


(d) Trust Assets. The principal of the Trust, and any earnings thereon
------------ shall be held separate and apart from other funds of the Sponsor and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Sponsor. Any assets held by the Trust will be subject to the claims of the Sponsor's general creditors under federal and state law in the event of the Sponsor's Insolvency, as defined in Section 14(a), and subject to an Affiliate's creditors in the event of the subsidiary's Insolvency, as defined in Section 14(a), to the extent Trust assets were contributed to the Trust on behalf of the Affiliate's employees.


(e) Contributions. It is the intent of the parties that this Trust
------------- remain fully funded at all times. However, in the event that the Sponsor ceases to make contributions at any point in time and/or the Sponsor has knowledge that a Change of Control is imminent, the Sponsor shall, as soon as practicable after said contribution is due and/or as soon as practicable after the Sponsor has knowledge that a Change in Control


4


is imminent, but no later than the day immediately preceding the contribution due date or the Change in Control, identify and contribute to the Trust the sum of the following (collectively the "Full Funding Amount"):


(i) With respect to the Plan, the amount by which the present value of all benefits required under the Plan to be deposited in trust after said contribution is due or upon a Change in Control exceeds the value of the Trust assets.


(ii) A reasonable estimate provided by the Trustee of its fees due over the remaining duration of the Trust.


(iii) A reasonable estimate of the taxes expected to be due over the remaining duration of the Trust.


(f) Administrator. Until a Potential Change in Control or a Change in
------------- Control, "Administrator" means the Compensation and Organization Committee of the Board of Directors of Sponsor ("Board"). Upon a Potential Change in Control or a Change in Control, any changes in the membership of the Administrator, including appointment of new members to replace resigning members, will be made by the Administrator itself. The Administrator shall have the duty to inform the Trustee, in writing, of a Potential Change in Control or a Change in Control, and the Trustee shall have no responsibility to comply with the Potential Change in Control or Change in Control provisions of this Agreement until the Trustee has received such written notice.


(g) Non-Assignment. Benefit payments to Participants and their
-------------- beneficiaries funded under this Trust may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered, or subjected to attachment, garnishment, levy, execution, or other legal or equitable process.


Section 3. Payments to Sponsor. Except as provided under Section 14, after the
------------------- Trust has become irrevocable, the Sponsor shall have no right to retain or divert to others any of the Trust assets before all payment of benefits have been made to the Participants and their beneficiaries pursuant to the terms of the Plan.


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


(a) Directions from Administrator. The Trustee shall disburse monies to
----------------------------- Participants and their beneficiaries for benefit payments in the amounts that the Administrator directs from time to time in writing. The Trustee shall not disburse monies to any non-employees or other persons, including but not limited to, any directors or non-resident alien participants, who are required to receive any form other than


5


Internal Revenue Service ("IRS") Form W-2 (Wage and Tax Statement), nor shall the Trustee be responsible for ascertaining whether the Administrator's direction complies with the terms of the Plan or applicable law. With regard to said Participants, the Trustee shall disburse monies to the Administrator in accordance with a Payment Schedule ("Payment Schedule") that indicates the amounts payable in respect of each Participant and such other details deemed appropriate by both the Administrator and the Trustee, and the Administrator shall retain full responsibility for making disbursements to any non-employees or other persons, including but not limited to, any directors or non-resident alien participants, who are required to receive any form other than IRS Form W-2. The Trustee shall be responsible for Federal and State income tax reporting or withholding with respect to Plan benefits paid from the Trust. The Trustee shall not be responsible for FICA (Social Security and Medicare), any Federal or State unemployment or local tax with respect to Plan distributions.


(b) Payments with No Stated Procedure. If a payment required under the
--------------------------------- terms of the Plan has not been made to a Participant, and the underlying Plan has no stated procedure for the Participant to collect the benefits, then the Participant may notify the Trustee in writing of the amount (or a reasonable estimate of the amount) owed to the Participant pursuant to the Plan, and the date such amount was due and payable. The Trustee shall notify the Administrator within fifteen (15) calendar days of the receipt of such a payment request. If the Trustee does not receive from the Sponsor a notarized statement as to the proper amount due and payable to the Participant within thirty (30) calendar days of the date the Trustee notified the Administrator in writing of the payment request, then the Trustee shall make the payment requested by the Participant from the assets of the Trust, and may conclusively rely on such payment or payments as being the appropriate amount. The Trustee also shall notify the Administrator of such payment and to the extent of such payment, the Sponsor's obligation to the Participant for benefits under the Plan shall be deemed satisfied. If the Sponsor's notarized statement as to the proper amount due and payable to the Participant differs from the amount set forth in the Participant payment request, then the Trustee shall retain any disputed amount in Trust pending resolution of the dispute by the Sponsor and the Participant pursuant to the Plan. Subject to the sufficiency of the assets of the Trust, payment shall be made to a Participant from the Trust in accordance with the terms of this Section 4(b) and the Plan until the earlier of:


(i) The date all benefit commitments due to the Participant or the Participant's beneficiaries under the Plan, as requested by the Participant in his or her notification to the Trustee, have been satisfied; or


(ii) The Administrator provides a notarized statement that shows the proper amount due to the Participant. If such a notarized statement is so provided, appropriate adjustment, if any, shall be made in the remaining amount paid to the Participant.


6


(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. If the assets are not sufficient to make such distributions, the Sponsor shall be obligated to make the balance of each payment when due. The Trustee shall not be required to make any disbursement in cash unless the Administrator has provided a written direction as to the assets to be converted to cash for the purpose of making the disbursement.


(d) Participants Subject to Federal Income Taxation. Except as
----------------------------------------------- otherwise provided herein, in the event of any final determination by the IRS or a court of competent jurisdiction which determination is not appeallable or the time for appeal or protest of which has expired, or the receipt by the Trustee of a substantially unqualified opinion of tax counsel selected by the Trustee, which determination determines, or which opinion opines, that any Participant is subject to Federal income taxation on amounts held in trust hereunder prior to the distribution to the Participant of such amounts, the Trustee shall, upon receipt by the Trustee of such opinion or notice of such determination, pay to such Participant the portion of the Trust corpus includible in such Participant's Federal gross income and, to the extent of such payment, the Sponsor's obligation to the Participant for benefits under the Plan shall be deemed satisfied.


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.


(b) Available Investment Options. The Sponsor shall direct the Trustee
---------------------------- as to what investment options the Trust shall be invested in (i) during the period beginning on the initial transfe
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