FMC TECHNOLOGIES, INC.
DEFINED BENEFIT RETIREMENT TRUST
THIS AGREEMENT, effective as of the 1st day of November, 2001, ("Effective Date") is made between FMC
TECHNOLOGIES, INC., a Delaware corporation, herein referred to as the "Company", and THE
NORTHERN TRUST COMPANY, an Illinois corporation, of Chicago, Illinois, as Trustee, and the FMC
TECHNOLOGIES, INC. DEFINED BENEFIT RETIREMENT TRUST is hereby established as the funding
medium for the FMC Technologies, Inc. Employees' Retirement Program, hereinafter referred to as the "Plan",
and under which the Trustee is accepting appointment as trustee. The Plan was established on May 1, 2001 with
the FMC Corporation Defined Benefit Retirement Trust ("FMC Trust") as the funding medium for the Plan, and
the FMC Trust continued to be the funding medium for the Plan until the Effective Date of this Agreement.
The Company has appointed the Employee Welfare Benefit Plans Committee, hereinafter referred to as the
"Committee", as the Plan fiduciary which has the responsibility for administering the Plan. The Committee has
appointed the Pension Investment Subcommittee of the Committee as the Plan fiduciary which has the
responsibility for Plan investments.
The Trust Fund shall consist of all assets held by the Trustee as of the date of this Agreement, all investments and
reinvestments thereof and all additions thereto by way of contributions, earnings and increments; is intended to
constitute a qualified trust as defined under Section 401(a) of the Code and is entitled to tax exemption under
Section 501(a) of the Code; shall at all times be maintained as a domestic trust in the United States; and shall be
held upon the following terms:
ARTICLE ONE: DEFINITIONS
For the purposes of this Agreement:
1.1 "Beneficiary" means a person designated to receive a benefit under the Plan after the death of a Participant;
1.2 "Code" means the Internal Revenue Code of 1986, as in effect from time to time, and the regulations issued