As filed with the Securities and Exchange Commission on June 14, 2001
Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------
FMC TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE                               36-4412642
(State or other jurisdiction of       (I.R.S. employer identification no.)
incorporation or organization)

200 EAST RANDOLPH DRIVE                           60601
CHICAGO, ILLINOIS                           (Zip code)
(Address of principal executive offices)

FMC TECHNOLOGIES, INC. INCENTIVE COMPENSATION AND STOCK PLAN
(Full title of the plan)

----------------                                
WILLIAM H. SCHUMANN III
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FMC TECHNOLOGIES, INC.
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(Name and address of agent for service)

(312) 861-6000
(Telephone number, including area code, of agent for service)

----------------
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
| AMOUNT TO  | PROPOSED  |   PROPOSED     | AMOUNT OF
|     BE     | MAXIMUM   |   MAXIMUM      |REGISTRATION
| REGISTERED | OFFERING  |   AGGREGATE    |    FEE
| (NO. OF    | PRICE PER |   OFFERING     |
| SHARES) (2)| SHARE (3) |   PRICE        |
--------------------------------------------------------------------------------
|            |           |                |
Common Stock $.01 par    |            |           |                |
value (and its associated| 12,000,000 |  $20.00   | $240,000,000   |   $60,000  
preferred stock purchase |            |           |                |
rights) (1)              |            |           |                |
--------------------------------------------------------------------------------
(1)Each share of Common Stock is accompanied by a right to purchase Junior
Participating Preferred Stock of the Registrant. Prior to the occurrence of
certain events, none of which have occurred as of this date, the rights will
not be exercisable or evidenced separately from the Common Stock.
(2)Represents the maximum number of shares that may be issued under the
Registrant's Incentive Compensation and Stock Plan.
(3)Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(h), based on $20.00, the initial public offering price of the
Registrant's Common Stock.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents are not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed by FMC Technologies, Inc.
(hereinafter the "Company" or the "Registrant") with the Commission pursuant to
the Securities Act are incorporated by reference herein and shall be deemed to
be a part hereof:

(a)   The Registrant's prospectus that was filed pursuant to Rule 424(b)
under the Securities Act on June 14, 2001 relating to the
Registrant's Registration Statement on Form S-1 
(File No. 333-55920).

(b)   The description of the Registrant's common stock and associated
preferred share purchase rights that is contained in the
Registrant's Registration Statement on Form 8-A filed on May 11, 
2001, including any amendment or report filed for the purpose of 
updating such description.

All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents. In this Registration
Statement, the Company refers to these documents, and the documents enumerated
above, as the "incorporated documents."

Any statement contained in an incorporated document will be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
incorporated document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the Registrant's common stock and the associated preferred
share purchase rights will be passed upon for the Company by Steven H. Shapiro,
Deputy General Counsel of the Company, who holds options to acquire 13,320 
shares of the Registrant's common stock and the associated preferred share
purchase rights.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware
provides as follows:

A corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such
action, suit or proceeding if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interest
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in
a manner which the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that the person's conduct was
unlawful.

A corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by the person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect to any claim, issue
or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the cir-

-2-

cumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.

As permitted by the General Corporation Law of the State of Delaware, the
Registrant has included in its Certificate of Incorporation a provision to
eliminate the personal liability of its directors for monetary damages for
breach of their fiduciary duties as directors, subject to certain exceptions. In
addition, the Registrant's Certificate of Incorporation and Bylaws provide that
the Registrant is required to indemnify its officers and directors under certain
circumstances, including those circumstances in which indemnification would
otherwise be discretionary, and the Registrant is required to advance expenses
to its officers and directors as incurred in connection with proceedings against
them for which they may be indemnified.

The Registrant maintains directors and officers liability insurance for
the benefit of its directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

See Exhibit Index at page 7.

ITEM 9. UNDERTAKINGS.

(a)   The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i)   To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii)  To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

-3-

PROVIDED, HOWEVER, that paragraphs (a)(l)(i) and (a)(l)(ii) of this section
do not apply if this registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

* * *

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
* * *

(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

-4-

SIGNATURES

Pursuant to the requirements of the Securities Act, FMC Technologies, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Cook, and the State of Illinois, on this 14th day 
of June, 2001.

FMC TECHNOLOGIES, INC.
(Registrant)

By:  /s/ Ronald D. Mambu
-----------------------------------
Name:  Ronald D. Mambu
Title: Vice President and Controller

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                         Title                    Date
---------                         -----                    ----

*                 Chairman and Director              June 14, 2001
--------------------------------
Robert N. Burt

Chief Executive Officer,           June 14, 2001
President and Director
*                 (Principal Executive Officer)
--------------------------------
Joseph H. Netherland

*                 Director                           June 14, 2001
--------------------------------
Mike R. Bowlin

*                 Director                           June 14, 2001
--------------------------------
B.A. Bridgewater, Jr.

*                 Director                           June 14, 2001
--------------------------------
Asbjorn Larsen

*                 Director                           June 14, 2001
--------------------------------
Edward J. Mooney

*                 Director                           June 14, 2001
--------------------------------
William F. Reilly

*                 Director                           June 14, 2001
--------------------------------
James M. Ringler

*                 Director                           June 14, 2001
--------------------------------
James R. Thompson

Senior Vice President and Chief    June 14, 2001
*                 Financial Officer
--------------------------------
William H. Schumann III

Vice President and Controller      June 14, 2001
*                 (Principal Accounting Officer)
--------------------------------
Ronald D. Mambu

*     Steven H. Shapiro, by signing his name hereto, does sign this document on
behalf of the above noted individuals, pursuant to powers of attorney duly
executed by such individuals which have been filed as an exhibit to this
Registration Statement.

/s/ Steven H. Shapiro
---------------------------------------
By:   Steven H. Shapiro
Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.                              Description
-----------                              -----------
3.1       Amended and Restated Certificate of Incorporation 

3.2       Amended and Restated Bylaws 

4.1       Form of Specimen Certificate for the Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1, as amended (File
No. 333-55920))

4.2       Preferred Share Purchase Rights Agreement, dated as of 
June 5, 2001, by and between the Registrant and Computershare
Investor Services, LLC 

5.1       Opinion re: legality

10.1       FMC Technologies, Inc. Incentive Compensation and Stock Plan
(incorporated herein by reference to Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1, as amended (File
No. 333-55920))

23.1       Consent of KPMG LLP

23.2       Consent of Company Counsel (See Exhibit 5.1)

24.1       Power of Attorney

EXHIBIT 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

FMC TECHNOLOGIES, INC.

FMC TECHNOLOGIES, INC., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), DOES HEREBY
CERTIFY AS FOLLOWS:

1.    The name of the Corporation is "FMC Technologies, Inc." The
Corporation was originally incorporated under the name "FMC Technologies, Inc.",
and the original Certificate of Incorporation was filed with the Secretary of
State of the State of Delaware on November 13, 2000.

2.    This Amended and Restated Certificate of Incorporation
("Certificate of Incorporation") was duly adopted in accordance with Section 245
of the General Corporation Law of the State of Delaware. Pursuant to Sections
242 and 228 of the General Corporation Law of the State of Delaware, the
amendments and restatement herein set forth have been duly adopted by the Board
of Directors and the sole stockholder of the Corporation.

3.    Pursuant to Section 245 of the General Corporation Law of the
State of Delaware, this Certificate of Incorporation restates and integrates and
amends the provisions of the Certificate of Incorporation of this Corporation.

4.    The text of the Certificate of Incorporation is hereby
restated and amended to read in its entirety as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the
"Corporation") is:

FMC Technologies, Inc.

ARTICLE II

The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act
or activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of Delaware.

ARTICLE IV

Section 1. The Corporation shall be authorized to issue 207,000,000 
shares of capital stock, of which 195,000,000 shares shall be shares of Common 
Stock, $0.01 par value ("Common Stock"), and 12,000,000 shares shall be shares 
of Preferred Stock, $0.01 par value ("Preferred Stock").

Section 2. Shares of Preferred Stock may be issued from time to time in 
one or more series. The Board of Directors of the Corporation (the "Board of
Directors") is hereby authorized by resolution or resolutions to fix the voting
powers, if any, designations, powers, preferences and the relative,
participation, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, of any unissued series of Preferred Stock;
and to fix the number of shares constituting such series, and to increase or
decrease the number of shares of any such series (but not below the number of
shares thereof then outstanding).

Section 3. Except as otherwise provided by law or by the resolution or
resolutions adopted by the Board of Directors designating the rights, power and
preferences of any Preferred Stock, the Common Stock shall have the exclusive
right to vote for the election of directors and for all other purposes. Each
share of Common Stock shall have one vote, and the Common Stock shall vote
together as a single class.

ARTICLE V

Section 1. In anticipation of the possibility (i) that the Corporation 
will not be a wholly-owned subsidiary of FMC Corporation and that 
FMC Corporation may be a majority or significant stockholder of the Corporation,
(ii) that the officers and/or directors of the Corporation may also serve as 
officers and/or directors of FMC Corporation, (iii) that the Corporation and 
FMC Corporation may engage in the same or similar activities or lines of 

-2-

business and have an interest in the same areas of corporate opportunities, and
(iv) in recognition of the benefits to be derived by the Corporation through its
continued contractual, corporate and business relations with FMC Corporation 
(including possible service of officers and directors of FMC Corporation as 
officers and directors of the Corporation), the provisions of this Article V are
set forth to regulate and shall, to the fullest extent permitted by law, define 
the conduct of certain affairs of the Corporation as they may involve FMC 
Corporation and its officers and directors, and the powers, rights, duties and 
liabilities of the Corporation and its officers, directors and stockholders in
connection therewith.

Section 2. Except as may be otherwise provided in a written agreement 
between the Corporation and FMC Corporation, FMC Corporation shall have no duty 
to refrain from engaging in the same or similar activities or lines of business 
as the Corporation, and, to the fullest extent permitted by law, neither FMC
Corporation nor any officer or director thereof (except as provided in Section 3
of this Article V) shall be liable to the Corporation or its stockholders for
breach of any fiduciary duty by reason of any such activities of FMC
Corporation. In the event that FMC Corporation acquires knowledge of a potential
transaction or matter which may be a corporate opportunity for both FMC
Corporation and the Corporation, FMC Corporation shall, to the fullest extent
permitted by law, have no duty to communicate or offer such corporate
opportunity to the Corporation and shall, to the fullest extent permitted by
law, not be liable to the Corporation or its stockholders for breach of any
fiduciary duty as a stockholder of the Corporation by reason of the fact that
FMC Corporation pursues or acquires such corporate opportunity for itself,
directs such corporate opportunity to another person, or does not communicate
information regarding such corporate opportunity to the Corporation.

Section 3. In the event that a director or officer of the Corporation 
who is also a director or officer of FMC Corporation acquires knowledge of a 
potential transaction or matter which may be a corporate opportunity for both 
the Corporation and FMC Corporation, such director or officer of the Corporation
shall, to the fullest extent permitted by law, have fully satisfied and
fulfilled the fiduciary duty of such director or officer to the Corporation and
its stockholders with respect to such corporate opportunity, if such director or
officer acts in a manner consistent with the following policy:

-3-

(a)  a corporate opportunity offered to any person who is an officer of
the Corporation, and who is also a director but not an officer of
FMC Corporation, shall belong to the Corporation;

(b)  a corporate opportunity offered to any person who is a director but
not an officer of the Corporation, and who is also a director or
officer of FMC Corporation shall belong to the Corporation if such
opportunity is expressly offered to such person in his or her
capacity as a director of the Corporation, and otherwise shall
belong to FMC Corporation; and

(c)  a corporate opportunity offered to any person who is an officer of
both the Corporation and FMC Corporation shall belong to the
Corporation if such opportunity is expressly offered to such person
in his or her capacity as an officer of the Corporation, and
otherwise shall belong to FMC Corporation.

Section 4. Any person purchasing or otherwise acquiring any interest in
shares of the capital stock of the Corporation shall be deemed to have notice of
and to have consented to the provisions of this Article V.

Section 5. For purposes of this Article V only:

(a) A director of the Corporation who is Chairman of the Board of 
Directors or of a committee thereof shall not be deemed to be an officer of the 
Corporation by reason of holding such position (without regard to whether such 
position is deemed an office of the Corporation under the Amended and Restated 
By-Laws ("By-Laws") of the Corporation), unless such person is an employee of 
the Corporation; and

(b) The term "Corporation" shall mean the Corporation and all 
corporations, partnerships, joint ventures, associations and other entities in 
which the Corporation beneficially owns (directly or indirectly) 50 percent or 
more of the outstanding voting stock, voting power, partnership interests or 
similar voting interests. The term "FMC Corporation" shall mean FMC Corporation,
a Delaware corporation, and any successor thereof, and all corporations, 
partnerships, joint ventures, associations and other entities (other than the 
Corporation, as defined in accordance with this paragraph) in which 
FMC Corporation beneficially owns

-4-

(directly or indirectly) 50 percent or more of the outstanding voting stock,
voting power, partnership interests or similar voting interests.

Section 6. Anything in this Certificate of Incorporation to the contrary
notwithstanding, the foregoing provisions of this Article V shall terminate,
expire and have no further force and effect on the date that (i) FMC Corporation
ceases to beneficially own Common Stock representing at least 20 percent of the
total voting power of all classes of outstanding capital stock of the
Corporation entitled to vote generally in the election of directors and (ii) no
person who is a director or officer of the Corporation is also a director or
officer of FMC Corporation. Neither the alteration, amendment, termination,
expiration or repeal of this Article V nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article V shall eliminate or
reduce the effect of this Article V in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article V, would accrue or
arise, prior to such alteration, amendment, termination, expiration, repeal or
adoption.

ARTICLE VI

Section 1. Except as otherwise provided by the resolution or resolutions
adopted by the Board of Directors designating the rights, powers and preferences
of any Preferred Stock, the number of directors of the Corporation shall be 
fixed, and may be increased or decreased from time to time, exclusively by 
resolution of the Board of Directors.

Section 2. Unless and except to the extent that the By-Laws of the 
Corporation shall so require, the election of directors of the Corporation need 
not be by written ballot.

Section 3. The directors, other than those who may be elected by the 
holders of any class or series of Preferred Stock as set forth in this 
Certificate of Incorporation, shall be divided into three classes, as nearly 
equal in number as possible and designated Class I, Class II and Class III. 
Class I shall be initially elected for a term expiring at the annual meeting of 
stockholders to be held in 2002, Class II shall be initially elected for a term 
expiring at the annual meeting of stockholders to be held in 2003, and Class III
shall be initially elected for a term expiring at the annual meeting of 
stockholders to be held in 2004. Members of each class 

-5-

shall hold office until their successors are elected and qualified. At each 
succeeding annual meeting of the stockholders of the Corporation, the successors
of the class of directors whose term expires at that meeting shall be elected 
for a term expiring at the annual meeting of stockholders held in the third year
following the year of their election. In case of any increase or decrease, from 
time to time, in the number of directors, other than those who may be elected by
the holders of any class or series of Preferred Stock as set forth in this 
Certificate of Incorporation, the number of directors in each class shall be 
apportioned as nearly equal as possible.

Section 4. Except as otherwise provided by the resolution or resolutions
adopted by the Board of Directors designating the rights, powers and preferences
of any Preferred Stock, any director or the entire Board of Directors may be 
removed from office at any time with or without cause, but only by the 
affirmative vote of the holders of at least 80 percent of the total voting power
of all classes of outstanding capital stock of the Corporation entitled to vote 
generally in the election of directors, voting together as a single class.

Section 5. Except as otherwise provided by the resolution or resolutions
adopted by the Board of Directors designating the rights, powers and preferences
of any Preferred Stock, newly created directorships resulting from any increase 
in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled solely by the affirmative vote of a
majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors, or by the sole remaining director. Any
director so chosen shall hold office until his or her successor shall be elected
and qualified and, if the Board of Directors at such time is classified, until
the next election of the class for which such director shall have been chosen.
No decrease in the number of directors shall shorten the term of any incumbent
director.

ARTICLE VII

In furtherance and not in limitation of the powers conferred by law,
the Board of Directors is expressly authorized and empowered to adopt, amend and
repeal the By-Laws of the Corporation at any regular or special meeting of the
Board of Directors or by written consent, 

-6-

subject to the power of the stockholders of the Corporation to adopt, amend or 
repeal any By-Laws. Notwithstanding any other provision of this Certificate of 
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any series
of Preferred Stock required by law, by this Certificate of Incorporation or by 
the resolution or resolutions adopted by the Board of Directors designating the 
rights, powers and preferences of such Preferred Stock, the affirmative vote of 
the holders of at least 80 percent of the total voting power of all classes of 
outstanding capital stock of the Corporation entitled to vote generally in the 
election of directors, voting together as a single class, shall be required for 
stockholders to adopt, amend or repeal any provision of the By-Laws.

ARTICLE VIII

The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law. All rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article. Notwithstanding any other provision of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any series
of Preferred Stock required by law, by this Certificate of Incorporation or by
the resolution or resolutions adopted by the Board of Directors designating the
rights, powers and preferences of such Preferred Stock, the affirmative vote of
not less than 80% of the total voting power of all classes of outstanding
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend, alter,
change or repeal, or adopt any provision inconsistent with, Article V, Article
VI, Article VII, Article X and this sentence of this Certificate of
Incorporation.

-7-

ARTICLE IX

Section 1. Elimination of Certain Liability of Directors. A director
----------------------------------------------   
of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.

Section 2.  Indemnification and Insurance.
-----------------------------

(a) Right to Indemnification. Each person who was or is made a party or 
------------------------- 
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, to
the fullest extent permitted by law, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines,
amounts paid or to be paid in settlement, and excise taxes or penalties arising
under the Employee Retirement Income Security Act of 1974) reasonably incurred
or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, 
--------  ------- 

-8-

except as provided in paragraph (b) hereof, the Corporation shall indemnify any 
such person seeking indemnification in connection with a proceeding (or part 
thereof) initiated by such person only if such proceeding (or part thereof) was 
authorized by the Board. The right to indemnification conferred in this Section 
shall be a contract right and shall include the right to be paid by the 
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the General Corporation Law 
--------  -------
of the State of Delaware requires, the payment of such expenses incurred by a 
director or officer in his or her capacity as a director or officer (and not in 
any other capacity in which service was or is rendered by such person while a 
director or officer, including, without limitation, service to an employee 
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be 
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of the Board, provide
indemnification to employees and agents of the Corporation with the same scope 
and effect as the foregoing indemnification of directors and officers.

(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of 
-------------------------------
this Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the Corporation (including its Board, independent legal counsel, or its
stockholders) that the 

-9-

claimant has not met such applicable standard of conduct, shall be a defense to 
the action or create a presumption that the claimant has not met the applicable 
standard of conduct.

(c) Non-Exclusivity of Rights. The right to indemnification and the 
-------------------------    
payment of expenses incurred in defending a proceeding in advance of its final 
disposition conferred in this Section shall not be exclusive of any other right 
which any person may have or hereafter acquire under any statute, provision of 
the Certificate of Incorporation, By-law, agreement, vote of stockholders or
disinterested directors or otherwise.

(d) Insurance. The Corporation may maintain insurance, at its expense, 
--------- 
to protect itself and any director, officer, employee or agent of the 
Corporation or another corporation, partnership, joint venture, trust or other 
enterprise against any such expense, liability or loss, whether or not the 
Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.

ARTICLE X

Any action required or permitted to be taken at any annual or
special meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding capital stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares of capital stock
entitled to vote thereon were present and voted; provided, however, that at such
time as FMC Corporation and its affiliates cease to beneficially own 50 percent
or more of the total voting power of all classes of outstanding capital stock of
the Corporation entitled to vote generally in the election of directors, any
action required or permitted to be taken by stockholders may be effected only at
a duly called annual or special meeting of stockholders and may not be effected
by a written consent or consents by stockholders in lieu of such a meeting.

Except as otherwise required by law or provided by the resolution or
resolutions adopted by the Board of Directors designating the rights, powers and
preferences of any Preferred Stock, special meetings of stockholders of the
Corporation may be called only by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of 

-10-

Directors and any power of stockholders to call a special meeting is 
specifically denied. No business other than that stated in the notice of the 
special meeting shall be transacted at any special meeting.

ARTICLE XI

The Corporation elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware until the first date on which
FMC Corporation and its affiliates cease to beneficially own 15 percent or more
of the total voting power of all classes of outstanding capital stock of the
Corporation entitled to vote generally in the election of directors, at which
time Section 203 of the General Corporation Law of the State of Delaware shall
apply to the Corporation.

-11-

IN WITNESS WHEREOF, FMC Technologies, Inc. has caused this
Amended and Restated Certificate of Incorporation to be executed by Randall
S. Ellis, its Vice President, this 5th day of June, 2001.

/s/ Randall S. Ellis           
------------------------------------
Name:  Randall S. Ellis
Title: Vice President and
Chief Information Officer

EXHIBIT 3.2

AMENDED AND RESTATED

BY-LAWS

OF

FMC TECHNOLOGIES, INC.

Incorporated under the Laws of the State of Delaware

As of June 5, 2001

===============================================================

ARTICLE I

OFFICES

SECTION 1.1. Principal Delaware Office. The principal office of the
-------------------------
Corporation in the State of Delaware shall be in the City of Wilmington, 
County of New Castle, and the name and address of the Registered Agent in charge
thereof shall be The Corporation Trust Company, Corporation Trust Center, 
1209 Orange Street in the City of Wilmington, County of New Castle, State of 
Delaware.

SECTION 1.2. Other Offices. The Corporation may also have offices in 
-------------
such other places, both within and without the State of Delaware, as the Board 
of Directors from time to time may designate or the business of the Corporation 
may require.

ARTICLE II

CORPORATE SEAL

The corporate seal shall be circular in form, with the words "FMC
Technologies, Inc." around the circumference thereof and with the words and
figures "Corporate Seal, Delaware, 2000" in the center thereof (or substantially
in such form).

ARTICLE III

STOCKHOLDERS

SECTION 3.1. Meetings of Stockholders.
------------------------

(A) Annual Meetings. The annual meeting of the stockholders of the 
---------------
Corporation shall be held on such date and at such time as may be fixed by 
resolution of the

Board of Directors. At the annual meeting stockholders shall elect Directors and
transact such other business as properly may be brought before the meeting.

(B) Special Meetings. Subject to the rights of the holders of any series
----------------    
of stock having a preference over the Common Stock of the Corporation as to
dividends or upon liquidation ("Preferred Stock") with respect to such series of
Preferred Stock, special meetings of the stockholders may be called only by the
Board of Directors pursuant to a resolution approved by a majority of the total
number of directors which the Corporation would have if there were no vacancies
(the "Whole Board").

(C) Place of Meetings. Unless otherwise directed by the Board of 
-----------------    
Directors, all meetings of the stockholders shall be held at the principal 
office of the Corporation.

(D) Notice of Meeting. Written or printed notice, stating the place, day
-----------------
and hour of the meeting and the purpose or purposes for which the meeting is 
called, shall be delivered by the Corporation not less than ten (10) days nor 
more than sixty (60) days before the date of the meeting, either personally or 
by mail, to each stockholder of record entitled to vote at such meeting. If 
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail with postage thereon prepaid, addressed to the stockholder at his or
her address as it appears on the stock transfer books of the Corporation. Such 
further notice shall be given as may be required by law. Meetings may be held 
without notice if all stockholders entitled to vote are present, or if notice is
waived by those not present in accordance with Article IX of these By-Laws. Any
previously scheduled meeting of the stockholders may be postponed, and any
special meeting of the stockholders may be cancelled, by resolution of the Board
of Directors upon public notice given prior to the date previously scheduled for
such meeting of stockholders. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors.

SECTION 3.2. Quorum of Stockholders; Adjournment; Required Vote.
--------------------------------------------------

(A) Quorum of Stockholders; Adjournment. Except as otherwise provided by
-----------------------------------    
law, by the Amended and Restated Certificate of Incorporation (the "Certificate
of Incorporation") or by these By-Laws, the holders of a majority of the 
outstanding shares of the Corporation entitled to vote generally in the election
of directors (the "Voting Stock"), present in person or represented by proxy, 
shall constitute a quorum at a meeting of the stockholders, except that when 
specified business is to be voted on by a class or series of stock voting as a 
class, the holders of a majority of the shares of such class or series shall 
constitute a quorum of such class or series for the transaction of such
business. The presiding officer of the meeting or a majority of the shares so
represented may adjourn the meeting from time to time, whether or not there is
such a quorum. No notice of the time and place of adjourned meetings need be
given except as required by law. The stockholders present at a duly called
meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

(B) Required Vote. When a quorum is present, the affirmative vote of
-------------
a majority of the shares present in person or represented by proxy at the
meeting and entitled to 

-2-

vote on the matter shall be the act of the stockholders, unless the matter to be
acted upon is one upon which by express provision of law, Certificate of 
Incorporation or these By-Laws a larger or different vote is required, in which 
case such express provision shall govern and control the decision of such 
matter.

SECTION 3.3. Voting by Stockholders. Each stockholder of record entitled
to vote at any meeting may do so in person or by proxy appointed by instrument 
in writing (or in such manner prescribed by the General Corporation Law of the
State of Delaware), subscribed by such stockholder or his duly authorized
attorney in fact, and filed with the Secretary.

SECTION 3.4. Notice of Stockholder Business and Nominations.
----------------------------------------------

(A) Annual Meetings of Stockholders. (1) Nominations of persons for 
election to the Board of Directors of the Corporation and the proposal of 
business to be considered by the stockholders may be made at an annual meeting 
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or 
at the direction of the Board of Directors or (c) by any stockholder of the 
Corporation who was a stockholder of record at the time of giving of notice 
provided for in this By-Law, who is entitled to vote at the meeting and who 
complies with the notice procedures set forth in this By-Law.

(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this By-Law, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
90th day nor earlier than the close of business on the 120th day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner and (ii) the 

-3-

class and number of shares of the Corporation which are owned beneficially and
of record by such stockholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this By-Law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement by the Corporation naming all of
the nominees for director or specifying the size of the increased Board of
Directors at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this By-Law shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

(B) Special Meetings of Stockholders. Only such business shall be
--------------------------------    
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-Law. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.

(C) General. (1) Only such persons who are nominated in accordance with
the procedures set forth in this By-Law shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this By-Law. Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to declare that
such defective proposal or nomination shall be disregarded.

(2) For purposes of this By-Law, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or 

-4-

comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-Law. Nothing in this By-Law shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.

SECTION 3.5. Procedure for Election of Directors. Election of directors
-----------------------------------   
at all meetings of the stockholders at which directors are to be elected shall
be by ballot.

SECTION 3.6. Inspectors of Elections; Opening and Closing the Polls. The
------------------------------------------------------
Board of Directors by resolution shall appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the presiding
officer of the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by law. The presiding officer of the meeting
shall fix and announce at the meeting the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting.

SECTION 3.7. Stockholder Action by Written Consent.
-------------------------------------

(A) Until such time as FMC Corporation and its affiliates cease to
beneficially own 50 percent or more of the total voting power of all classes of
outstanding capital stock of the Corporation entitled to vote generally in the
election of directors (the "FMC Corporation Required Percentage"), any action
required or permitted to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding capital stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares of capital stock entitled to vote
thereon were present and voted.

(B) At such time as FMC Corporation and its affiliates cease to
beneficially own the FMC Corporation Required Percentage, any action required or
permitted to be taken by stockholders may be effected only at a duly called
annual or special meeting of stockholders and may not be effected by a written
consent or consents by stockholders in lieu of such a meeting.

-5-

ARTICLE IV

BOARD OF DIRECTORS

SECTION 4.1. Number, Tenure and Qualifications. Subject to the rights of
---------------------------------   
the holders of any series of Preferred Stock to elect directors under specified
circumstances, the number of directors of the Corporation shall be fixed, and
may be increased or decreased from time to time, exclusively by resolution
approved by the affirmative vote of a majority of the Whole Board. The
directors, other than those who may be elected by the holders of any outstanding
series of Preferred Stock as set forth in the Certificate of Incorporation,
shall be divided into three classes, as nearly equal in number as possible and
designated Class I, Class II and Class III. Class I shall be initially elected
for a term expiring at the annual meeting of stockholders to be held in 2002,
Class II shall be initially elected for a term expiring at the annual meeting of
stockholders to be held in 2003, and Class III shall be initially elected for a
term expiring at the annual meeting of stockholders to be held in 2004. Members
of each class shall hold office until their successors are elected and
qualified. At each succeeding annual meeting of the stockholders of the
Corporation, the successors of the class of directors whose term expires at that
meeting shall be elected for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election. In
case of any increase or decrease, from time to time, in the number of directors,
other than those who may be elected by the holders of any outstanding series of
Preferred Stock as set forth in the Certificate of Incorporation, the number of
directors in each class shall be apportioned as nearly equal as possible.

SECTION 4.2. Removal of Directors. Subject to the rights of the holders
--------------------   
of any series of Preferred Stock with respect to such series of Preferred Stock,
any director or the entire Board of Directors may be removed from office at any
time with or without cause, but only by the affirmative vote of the holders of
at least 80 percent of the total voting power of all outstanding shares of
Voting Stock, voting together as a single class.

SECTION 4.3. Vacancies on Board. Subject to applicable law and the
------------------
rights of the holders of any series of Preferred Stock with respect to such
series of Preferred Stock, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled solely by the affirmative
vote of a majority of the remaining directors then in office, even though less
than a quorum of the Board of Directors, or by the sole remaining director. Any
director so chosen shall hold office until his or her successor shall be elected
and qualified and, if the Board of Directors at such time is classified, until
the next election of the class for which such director shall have been chosen.
No decrease in the number of directors shall shorten the term of any incumbent
director.

SECTION 4.4. Powers. 
------

(A) General Powers. The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors. In addition to the powers
and authorities by these By-Laws expressly conferred upon them, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the 

-6-

Certificate of Incorporation or by these By-Laws required to be exercised or
done by the stockholders.

(B) Appointment of Committees. The Board of Directors may designate two
-------------------------    
or more of their number to constitute an Executive Committee, which Committee
shall have and may exercise, when the Board of Directors is not in session, all
of the powers of the Board of Directors in the management of the business and
affairs of the Corporation, including the power to appoint Assistant Secretaries
and Assistant Treasurers, and to authorize the seal of the Corporation to be
affixed to all papers which may require it. The Executive Committee may make
rules for the calling, holding and conduct of its meetings and the keeping of
records thereof.

The Board of Directors may also appoint other committees from their own
number, the number (not less than two) composing such committees, and the powers
conferred upon them, to be determined by such resolution or resolutions.

In the absence or disqualification of any member of the Executive
Committee or any other committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

Meetings of any Committee designated by the Board of Directors may be
called by the Board of Directors or by the Chairman of the Committee at any time
or place upon at least twenty-four (24) hours notice. One third of the members
of a Committee, but not less than two members, shall constitute a quorum of a
Committee for the transaction of business.

(C) Dividends. The Board of Directors may from time to time declare, and
---------    
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and the Certificate of
Incorporation.

SECTION 4.5. Meetings of Directors.
---------------------

(A) Regular Meetings. Regular meetings of the Board of Directors shall
----------------
be held at such place within or without the State of Delaware, and at such
times, as the Board of Directors by vote may determine from time to time, and if
so determined no notice thereof need be given. After each election of directors,
the newly constituted Board of Directors shall meet without notice for the
purpose of electing officers and transacting such other business as lawfully may
come before it.

(B) Special Meetings. Special meetings of the Board of Directors may be
----------------    
held at any time or place, within or without the State of Delaware, whenever
called by the Chairman of the Board, the President, the Chief Financial Officer,
the Secretary or a majority of the whole Board of Directors.

(C) Notice of Meetings. Notice of any special meeting of directors shall
------------------    
be given to each director at his or her business or residence in writing by hand
delivery, first-class or overnight mail or courier service, telegram or
facsimile transmission, or orally by telephone. 

-7-

If mailed by first-class mail, such notice shall be deemed adequately delivered
when deposited in the United States mails so addressed, with postage thereon
prepaid, at least five (5) days before such meeting. If by telegram, overnight
mail or courier service, such notice shall be deemed adequately delivered when
the telegram is delivered to the telegraph company or the notice is delivered to
the overnight mail or courier service company at least twenty-four (24) hours
before such meeting. If by facsimile transmission, such notice shall be deemed
adequately delivered when the notice is transmitted at least twelve (12) hours
before such meeting. If by telephone or by hand delivery, the notice shall be
given at least twelve (12) hours prior to the time set for the meeting. Such
notice need not state the purposes of such meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice of such meeting, except for
amendments to these By-Laws, as provided under Article X. A meeting may be held
at any time without notice if all the directors are present or if those not
present waive notice of the meeting in accordance with Article IX of these
By-Laws.

(D) Telephonic Meetings. Members of the Board of Directors, or any
------------------- 
committee thereof, may participate in a meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at such meeting.

(E) Action by Consent of Board of Directors. Any action required or
---------------------------------------
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee.

SECTION 4.6. Quorum of Directors. Subject to Section 4.3, a whole number
------------------- 
of directors equal to a majority of the Whole Board shall constitute a quorum of
the Board of Directors for the transaction of business, but a majority of
directors present may adjourn the meeting from time to time until a quorum is
present.

When a quorum is present at any meeting of directors, a majority of the
members present thereat shall decide any question brought before such meeting,
except as otherwise provided by law, the certificate of incorporation or these
By-Laws.

ARTICLE V

BOOKS AND RECORDS

Unless otherwise required by the laws of Delaware, the books and records
of the Corporation may be kept at the principal office of the Corporation, or at
any other place or places inside or outside the State of Delaware, as the Board
of Directors from time to time may designate.

-8-

ARTICLE VI

OFFICERS

SECTION 6.1. Number and Titles. The officers of the Corporation shall be
-----------------   
a Chairman of the Board, a Chief Executive Officer, a President, one or more
Vice Presidents, a Secretary, a Treasurer, and a Controller, all of whom shall
be elected by the Board of Directors. The Board of Directors or the Chief
Executive Officer may appoint such other officers, including one or more Vice
Chairmen, Assistant Secretaries, Assistant Treasurers and Assistant Controllers
as either of them shall deem necessary, who shall have such authority and
perform such duties as may be prescribed in such appointment.

Any two or more offices, other than the offices of President and
Secretary, may be held by the same person.

SECTION 6.2. Tenure of Office. Officers of the Corporation shall hold
----------------   
their respective offices at the pleasure of the Board of Directors and, in the
case of officers who were appointed by the Executive Committee or by the Chief
Executive Officer, also at the pleasure of such appointing authority.

SECTION 6.3. Duties of Officers. 
------------------

(A) Chairman of the Board. The Chairman of the Board shall preside at
---------------------    
all meetings of the Board of Directors, of the Executive Committee and of the
stockholders of the Corporation. He shall perform such other duties as may from
time-to-time be assigned to him by the Board of Directors.

(B) Chief Executive Officer. The Chief Executive Officer of the
-----------------------    
Corporation shall be in general charge and super-vision of the affairs of the
Corporation.

(C) Vice Chairman. The Vice Chairman shall perform such duties as from
-------------    
time-to-time may be assigned to him by the Chairman of the Board or the Chief
Executive Officer of the Corporation.

(D) President. The President shall perform such duties as from
---------      
time-to-time may be assigned to him by the Board of Directors or the Chief
Executive Officer of the Corporation.

(E) Vice Presidents. Each Vice President shall have such powers and
---------------       
shall perform such duties as may be assigned to him by the senior officers of
the Corporation or by the Board of Directors. The Board of Directors may
designate one or more vice Presidents as Executive Vice Presidents or Senior
Vice Presidents, or make such other designations of vice Presidents as it may
deem appropriate.

(F) Secretary. The Secretary shall attend and record all proceedings of
---------    
the meetings of the Board of Directors, the stockholders, and the Executive
Committee; shall be custodian of the corporate seal and affix such seal to all
documents requiring the same; shall cause to be maintained a stock transfer
book, and a stock ledger, and such other books as the 

-9-

Board of Directors may direct; shall serve all notices required by law, or by
these By-Laws, or by resolution of the Board of Directors; and shall perform
such other duties as pertain to the office of Secretary, subject to the control
of the Board of Directors.

(G) Assistant Secretaries. The Assistant Secretaries shall assist the
---------------------    
Secretary in the performance of his duties, and shall perform such other duties
as the Board of Directors or the Chief Executive Officer from time to time may
prescribe. If at any time the Secretary shall be unable to act, an Assistant
Secretary may perform his duties.

(H) Treasurer. The Treasurer shall perform all duties commonly incident
---------    
to that office (including, but without limitation, the care and custody of the
funds and securities of the Corporation which from time to time may come into
his hands and the deposit of the funds of the Corporation in such banks or trust
companies as the Board of Directors may authorize or direct) and, in addition,
such other duties as the Board of Directors from time to time may prescribe.

(I) Assistant Treasurers. Assistant Treasurers shall assist the
--------------------        
Treasurer in the performance of his duties, and shall discharge such other
duties as the Board of Directors or the Chief Executive Officer from time to
time may prescribe.

(J) Controller. The Controller shall be the principal accounting officer
----------  
of the Corporation, and shall maintain adequate records of all assets,
liabilities and transactions of the Corporation; and shall cause adequate audits
of the Corporation's accounting records to be currently and regularly made; and
shall perform such other duties as the Board of Directors from time to time may
prescribe.

(K) Assistant Controllers. Assistant Controllers shall assist the
---------------------
Controller in performance of his duties, and shall discharge such other duties
as the Board of Directors or the Chief Executive Officer from time to time may
prescribe.

ARTICLE VII

STOCK CERTIFICATES

SECTION 7.1. Stock Certificates. Every holder of stock shall be entitled
------------------                           
to have a certificate or certificates duly numbered, certifying the number and
class of shares in the Corporation owned by him, in such form as may be
prescribed by the Board of Directors. Each such certificate shall be signed in
the name of the Corporation by the Chairman of the Board, the President or a
Vice President, and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer. If any such certificate is countersigned (1) by a
transfer agent other than the Corporation or its employee, or (2) by a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
All certificates shall be countersigned and registered in such manner as the
Board of Directors may from time to time prescribe and there shall be impressed

-10-

thereon the seal of the Corporation or imprinted thereon a facsimile of such
seal. Any transfer agent may countersign by facsimile signature.

No registrar of any stock of the Corporation appointed pursuant to this
Section 7.1 shall be the Corporation or its employee.

SECTION 7.2. Lost Certificates. In the case of the loss, mutilation or
-----------------     
destruction of a stock certificate, a duplicate certificate may be issued upon
such terms and conditions as the Board of Directors from time to time may
prescribe.

SECTION 7.3. Transfers of Stock. Transfer of shares of stock of the
------------------   
Corporation shall be made on the books of the Corporation only by the person
named in the certificate evidencing such stock or by any attorney lawfully
constituted in writing, and upon surrender and cancellation of such certificate,
with duly executed assignment and power of transfer endorsed thereon or attached
thereto, and with such proof of authenticity of the signatures and authority of
the signatories as the Corporation or its agents may reasonably require, except
that a new certificate may be issued in the name of an appropriate state officer
or office, without the surrender of the former certificate for shares presumed
abandoned under the provisions of applicable state escheat or abandoned property
laws. The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof, and accordingly is not
bound to recognize any equitable or other claim or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly otherwise provided by the laws of the
state of Delaware.

ARTICLE VIII

DEPOSITARIES AND CHECKS

Depositaries of the funds of the Corporation shall be designated by
the Board of Directors; and all checks on such funds shall be signed by such
officers or other employees of the Corporation as the Board of Directors from
time to time may designate.

ARTICLE IX

WAIVER OF NOTICE

Any notice required to be given by law, by the certificate of
incorporation, or by these By-Laws, may be waived by the person entitled
thereto, either before or after the time stated in such notice. Neither the
business to be transacted at, nor the purpose of, any annual or special meeting
of the stockholders or the Board of Directors or committee thereof need be
specified in any waiver of notice of such meeting.

ARTICLE X

AMENDMENT

-11-

These By-Laws may be altered, amended, or repealed at any meeting of the
Board of Directors or of the stockholders, provided notice of the proposed
change was given in the notice of the meeting and, in the case of a meeting of
the Board of Directors, in a notice given not less than two days prior to the
meeting; provided, however, that, in the case of amendments by the Board of
--------  -------       
Directors, notwithstanding any other provisions of these By-Laws or any
provision of law which might otherwise permit a lesser vote or no vote, the
affirmative vote of a majority of the Whole Board shall be required to alter,
amend or repeal any provision of these By-Laws; provided, further, the case of
--------  -------
amendments by stockholders, notwithstanding any other provisions of these
By-Laws or any provision of law which might otherwise permit a lesser vote or no
vote, but in addition to any affirmative vote of the holders of any particular
class or series of the capital stock of the Corporation required by law, the
Certificate of Incorporation or these By-Laws, the affirmative vote of the
holders of at least 80 percent of the voting power of all the then outstanding
shares of the Voting Stock, voting together as a single class, shall be required
to alter, amend or repeal any provision of these By-Laws.

ARTICLE XI

Indemnification and Insurance

SECTION 11.1. Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit, claim or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans maintained or sponsored by the Corporation, whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as provided in
--------  -------  
Section 11.3 of this Article XI, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors. The right to indemnification conferred in
this Article XI shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, such advances to be paid by the Corporation
within 20 days after the receipt by the Corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that if the General Corporation Law of the State of Delaware
--------  -------
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and 

-12-

not in any other capacity in which service was or is rendered by such person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Article XI or otherwise.

SECTION 11.2. To obtain indemnification under this Article XI, a
claimant shall submit to the Corporation a written request, including therein or
therewith such documentation and information as is reasonably available to the
claimant and is reasonably necessary to determine whether and to what extent the
claimant is entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this Section 11.2, a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by the claimant,
by Independent Counsel (as hereinafter defined), or (2) if no request is made by
the claimant for a determination by Independent Counsel, (i) by the Board of
Directors by a majority vote of a quorum consisting of Disinterested Directors
(as hereinafter defined), or (ii) if a quorum of the Board of Directors
consisting of Disinterested Directors is not obtainable or, even if obtainable,
such quorum of Disinterested Directors so directs, by Independent Counsel in a
written opinion to the Board of Directors, a copy of which shall be delivered to
the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the
stockholders of the Corporation. In the event the determination of entitlement
to indemnification is to be made by Independent Counsel at the request of the
claimant, the Independent Counsel shall be selected by the Board of Directors
unless there shall have occurred within two years prior to the date of the
commencement of the action, suit or proceeding for which indemnification is
claimed a "Change of Control" as defined in the FMC Technologies, Inc. Incentive
Compensation and Stock Plan, in which case the Independent Counsel shall be
selected by the claimant unless the claimant shall request that such selection
be made by the Board of Directors. If it is so determined that the claimant is
entitled to indemnification, payment to the claimant shall be made within 10
days after such determination.

SECTION 11.3. If a claim under Section 11.1 of this Article XI is not
paid in full by the Corporation within thirty days after a written claim
pursuant to Section 11.2 of this Article XI has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standard of conduct which makes it permissible under the General
Corporation Law of the State of Delaware for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, Independent Counsel or stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware, nor
an actual determination by the Corporation (including its Board of Directors,
Independent Counsel or stockholders) that the claimant has not met such
applicable standard of conduct, shall be a 

-13-

defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.

SECTION 11.4. If a determination shall have been made pursuant to
Section 11.2 of this Article XI that the claimant is entitled to
indemnification, the Corporation shall be bound by such determination in any
judicial proceeding commenced pursuant to Section 11.3 of this Article XI.

SECTION 11.5. The Corporation shall be precluded from asserting in any
judicial proceeding commenced pursuant to Section 11.3 of this Article XI that
the procedures and presumptions of this Article XI are not valid, binding and
enforceable and shall stipulate in such proceeding that the Corporation is bound
by all the provisions of this Article XI.

SECTION 11.6. The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article XI shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Laws, agreement, vote of stockholders or Disinterested
Directors or otherwise. No repeal or modification of this Article XI shall in
any way diminish or adversely affect the rights of any director, officer,
employee or agent of the Corporation hereunder in respect of any occurrence or
matter arising prior to any such repeal or modification.

SECTION 11.7. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware. To the extent that
the Corporation maintains any policy or policies providing such insurance, each
such director or officer, and each such agent or employee to which rights to
indemnification have been granted as provided in Section 11.8 of this Article
XI, shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage thereunder for any such director,
officer, employee or agent.

SECTION 11.8. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification, and rights to
be paid by the Corporation the expenses incurred in defending any proceeding in
advance of its final disposition, to any employee or agent or class of employees
or agents of the Corporation (including the heirs, executors, administrators or
estate of each such person) to the fullest extent of the provisions of this
Article XI with respect to the indemnification and advancement of expenses of
directors and officers of the Corporation.

SECTION 11.9. If any provision or provisions of this Article XI shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the
validity, legality and enforceability of the remaining provisions of this
Article XI (including, without limitation, each portion of any paragraph of this
Article XI containing any such provision held to be invalid, illegal or
unenforceable, that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (2) to the fullest
extent possible, the provisions of 

-14-

this Article XI (including, without limitation, each such portion of any
paragraph of this Article XI containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

SECTION 11.10. For purposes of this Article XI:

(a) "Disinterested Director" means a director of the Corporation who is
not and was not a party to the matter in respect of which indemnification is
sought by the claimant.

(b) "Independent Counsel" means a law firm, a member of a law firm, or
an independent practitioner, that is experienced in matters of corporation law
and shall include any person who, under the applicable standards of professional
conduct then prevailing, would not have a conflict of interest in representing
either the Corporation or the claimant in an action to determine the claimant's
rights under this Article XI.

SECTION 11.11. Any notice, request or other communication required or
permitted to be given to the Corporation under this Article XI shall be in
writing and either delivered in person or sent by telecopy, telex, telegram,
overnight mail or courier service, or certified or registered mail, postage
prepaid, return receipt requested, to the Secretary of the Corporation and shall
be effective only upon receipt by the Secretary.

-15-

EXHIBIT 4.2

-------------------------------------------------------------

FMC TECHNOLOGIES, INC.

and

COMPUTERSHARE

INVESTOR SERVICES,

LLC

Rights Agreement

Dated as of June 5, 2001

-------------------------------------------------------------

TABLE OF CONTENTS

Page
Number
------

Section 1.   Definitions....................................................  1

Section 2.   Appointment of Rights Agent....................................  6

Section 3.   Issue of Right Certificates....................................  7

Section 4.   Form of Right Certificates.....................................  9

Section 5.   Countersignature and Registration..............................  10

Section 6.   Transfer, Split Up, Combination and Exchange of Right 
Certificates; Mutilated, Destroyed, Lost or Stolen 
Right Certificates.............................................  11

Section 7.   Exercise of Rights; Purchase Price; Expiration 
Date of Rights.................................................  12

Section 8.   Cancellation and Destruction of Right Certificates.............  13

Section 9.   Availability of Preferred Shares...............................  14

Section 10.  Preferred Shares Record Date...................................  15

Section 11.  Adjustment of Purchase Price, Number of Shares or 
Number of Rights...............................................  15

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.....  26

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or 
Earning Power..................................................  26

Section 14.  Fractional Rights and Fractional Shares........................  28

Section 15.  Rights of Action...............................................  30

Section 16.  Agreement of Right Holders.....................................  30

Section 17.  Right Certificate Holder Not Deemed a Stockholder..............  31

Section 18.  Concerning the Rights Agent....................................  32

Section 19.  Merger or Consolidation or Change of Name of Rights Agent......  32

-i-

Page
Number
------

Section 20.  Duties of Rights Agent.........................................  33

Section 21.  Change of Rights Agent.........................................  36

Section 22.  Issuance of New Right Certificates.............................  38

Section 23.  Redemption.....................................................  38

Section 24.  Exchange.......................................................  39

Section 25.  Notice of Certain Events.......................................  41

Section 26.  Notices........................................................  42

Section 27.  Supplements and Amendments.....................................  43

Section 28.  Successors.....................................................  44

Section 29.  Benefits of this Agreement.....................................  44

Section 30.  Severability...................................................  45

Section 31.  Governing Law..................................................  45

Section 32.  Counterparts...................................................  45

Section 33.  Descriptive Headings...........................................  45

Signatures..................................................................  46

Exhibit A   -    Form of Certificate of Designations

Exhibit B   -    Form of Right Certificate

Exhibit C   -    Summary of Rights to Purchase Preferred Shares

-ii-

Agreement, dated as of June 5, 2001, between FMC Technologies, Inc., a
Delaware corporation (the "Company"), and Computershare Investor Services, LLC,
as rights agent (the "Rights Agent").

The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each Common Share
(as hereinafter defined) of the Company outstanding on June 7, 2001 (the "Record
Date"), each Right representing the right to purchase one one-hundredth of a
Preferred Share (as hereinafter defined), upon the terms and subject to the
conditions herein set forth, and has further authorized and directed the
issuance of one Right with respect to each Common Share that shall become
outstanding between the Record Date and the earliest of the Distribution Date,
the Redemption Date and the Final Expiration Date (as such terms are hereinafter
defined).

Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

Section 1. Definitions. For purposes of this Agreement, the following
terms have the meanings indicated:

(a) "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner of
15% or more of the Common Shares of the Company then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company or any Subsidiary of the Company, (iv) any entity
holding Common Shares for or pursuant to the terms of any such plan, or (v)
until the first date on which it ceases to beneficially own Common Shares
representing at least 15% of the Common Shares of the Company then outstanding,
FMC Corporation, 

a Delaware corporation. Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of an acquisition of Common Shares by the
Company which, by reducing the number of Common Shares of the Company
outstanding, increases the proportionate number of Common Shares of the Company
beneficially owned by such Person to 15% or more of the Common Shares of the
Company then outstanding; provided, however, that, if a Person shall become the
Beneficial Owner of 15% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of any additional
Common Shares of the Company, then such Person shall be deemed to be an
"Acquiring Person." Notwithstanding the foregoing, if the Board of Directors of
the Company determines in good faith that a Person who would otherwise be an
"Acquiring Person," as defined pursuant to the foregoing provisions of this
paragraph (a), has become such inadvertently, and such Person divests as
promptly as practicable a sufficient number of Common Shares so that such Person
would no longer be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall not be deemed to be an
"Acquiring Person" for any purposes of this Agreement.

(b) "Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act as in effect
on the date of this Agreement.

(c) "Associate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act as in effect
on the date of this Agreement.

-2-

(d) A Person shall be deemed the "Beneficial Owner" of and shall be
deemed to "beneficially own" any securities:

(i) which such Person or any of such Person's Affiliates or Associates
beneficially owns, directly or indirectly;

(ii) which such Person or any of such Person's Affiliates or
Associates has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (other than customary agreements with and
between underwriters and selling group members with respect to a bona fide
public offering of securities), or upon the exercise of conversion rights,
exchange rights, rights (other than these Rights), warrants or options, or
otherwise; provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, securities tendered pursuant
to a tender or exchange offer made by or on behalf of such Person or any of
such Person's Affiliates or Associates until such tendered securities are
accepted for purchase or exchange; or (B) the right to vote pursuant to any
agreement, arrangement or understanding; provided, however, that a Person
shall not be deemed the Beneficial Owner of, or to beneficially own, any
security if the agreement, arrangement or understanding to vote such
security (1) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant
to, and in accordance with, the applicable rules and regulations
promulgated under the Exchange Act and (2) is not also then reportable on
Schedule 13D under the Exchange Act (or any comparable or successor
report); or

-3-

(iii) which are beneficially owned, directly or indirectly, by any
other Person with which such Person or any of such Person's Affiliates or
Associates has any agreement, arrangement or understanding (other than
customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities) for the
purpose of acquiring, holding, voting (except to the extent contemplated by
the proviso to Section 1(d)(ii)(B) hereof) or disposing of any securities
of the Company.

Notwithstanding anything in this definition of Beneficial Ownership to
the contrary, the phrase "then outstanding," when used with reference to a
Person's Beneficial Ownership of securities of the Company, shall mean the
number of such securities then issued and outstanding together with the number
of such securities not then actually issued and outstanding which such Person
would be deemed to own beneficially hereunder.

(e) "Business Day" shall mean any day other than a Saturday, a
Sunday, or a day on which banking institutions in Illinois are authorized or
obligated by law or executive order to close.

(f) "Close of Business" on any given date shall mean 5:00 P.M.,
Chicago time, on such date; provided, however, that, if such date is not a
Business Day, it shall mean 5:00 P.M., Chicago time, on the next succeeding
Business Day.

(g) "Common Shares" when used with reference to the Company
shall mean the shares of common stock, par value $.01 per share, of the Company.
"Common Shares" when used with reference to any Person other than the Company
shall mean the capital stock (or equity interest) with the greatest voting power
of such other Person or, if such other Person is a Subsidi-

-4-

ary of another Person, the Person or Persons which ultimately control such 
first-mentioned Person.

(h) "Distribution Date" shall have the meaning set forth in Section
3(a) hereof.

(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

(j) "Exchange Ratio" shall have the meaning set forth in Section 24(a)
hereof.

(k) "Final Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.

(l) "NASDAQ" shall mean the National Association of Securities
Dealers, Inc. Automated Quotation System.

(m) "Person" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such entity.

(n) "Preferred Shares" shall mean shares of Series A Junior
Participating Preferred Stock, par value $.01 per share, of the Company having
the rights and preferences set forth in the Form of Certificate of Designations
attached to this Agreement as Exhibit A.

(o) "Purchase Price" shall have the meaning set forth in Section 4
hereof.

(p) "Record Date" shall have the meaning set forth in the second
paragraph hereof.

-5-

(q) "Redemption Date" shall have the meaning set forth in Section 7(a)
hereof.

(r) "Redemption Price" shall have the meaning set forth in Section
23(a) hereof. 

(s) "Right" shall have the meaning set forth in the second paragraph
hereof.

(t) "Right Certificate" shall have the meaning set forth in Section
3(a) hereof.

(u) "Shares Acquisition Date" shall mean the first date of public
announcement by the Company or an Acquiring Person that an Acquiring Person has
become such.

(v) "Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.

(w) "Summary of Rights" shall have the meaning set forth in Section
3(b) hereof.

(x) "Trading Day" shall have the meaning set forth in Section 11(d)
hereof.

Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of the
Rights (who, in accordance with Section 3 hereof, shall, prior to the
Distribution Date, also be the holders of the Common Shares of the Company) in
accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment. The Company may from time to time appoint such

-6-

co-Rights Agents as it may deem necessary or desirable upon prior written notice
to the Rights Agent.

Section 3. Issue of Right Certificates. (a) Until the earlier of
(i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business
Day (or such later date as may be determined by action of the Board of Directors
of the Company prior to such time as any Person becomes an Acquiring Person)
after the date of the commencement by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity holding Common Shares of the Company for
or pursuant to the terms of any such plan) of a tender or exchange offer the
consummation of which would result in any Person becoming the Beneficial Owner
of Common Shares of the Company aggregating 15% or more of the then outstanding
Common Shares of the Company (including any such date which is after the date of
this Agreement and prior to the issuance of the Rights; the earlier of such
dates being herein referred to as the "Distribution Date"), (x) the Rights will
be evidenced (subject to the provisions of Section 3(b) hereof) by the
certificates for Common Shares of the Company registered in the names of the
holders thereof (which certificates shall also be deemed to be Right
Certificates) and not by separate Right Certificates, and (y) the right to
receive Right Certificates will be transferable only in connection with the
transfer of Common Shares of the Company. As soon as practicable after the
Distribution Date, the Company will prepare and execute, the Rights Agent will
countersign, and the Company will send or cause to be sent (and the Rights Agent
will, if requested, send) by first-class, insured, postage-prepaid mail, to each
record holder of Common Shares of the Company as of the Close of Business on the
Distribution Date, at the address of such holder shown on the records of the
Company, a Right Certificate, in substantially the form of Exhibit B hereto (a
"Right Certificate"), evidencing 

-7-

one Right for each Common Share so held. As of the Distribution Date, the Rights
will be evidenced solely by such Right Certificates.

(b) On the Record Date, or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in
substantially the form of Exhibit C hereto (the "Summary of Rights"), by
first-class, postage-prepaid mail, to each record holder of Common Shares as of
the Close of Business on the Record Date, at the address of such holder shown on
the records of the Company. With respect to certificates for Common Shares of
the Company outstanding as of the Record Date, until the Distribution Date, the
Rights will be evidenced by such certificates registered in the names of the
holders thereof together with a copy of the Summary of Rights attached thereto.
Until the Distribution Date (or the earlier of the Redemption Date or the Final
Expiration Date), the surrender for transfer of any certificate for Common
Shares of the Company outstanding on the Record Date, with or without a copy of
the Summary of Rights attached thereto, shall also constitute the transfer of
the Rights associated with the Common Shares of the Company represented thereby.

(c) Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common Shares referred to in the last
sentence of this paragraph (c)) after the Record Date but prior to the earliest
of the Distribution Date, the Redemption Date or the Final Expiration Date shall
have impressed on, printed on, written on or otherwise affixed to them the
following legend:

This certificate also evidences and entitles the holder hereof to
certain rights as set forth in an Agreement between FMC Technologies,
Inc. and Computershare Investor Services, LLC, dated as of June 5,
2001, as it may be amended from time to time (the "Agreement"), the
terms of which are hereby incorporated herein by reference and a copy
of which is on file at the principal executive offices of FMC
Technologies, Inc. Under certain circumstances, as set forth in the
Agreement, such Rights (as defined in the Agree-

-8-

ment) will be evidenced by separate certificates and will no longer be
evidenced by this certificate. FMC Technologies, Inc. will mail to the
holder of this certificate a copy of the Agreement without charge
after receipt of a written request therefor. As set forth in the
Agreement, Rights beneficially owned by any Person (as defined in the
Agreement) who becomes an Acquiring Person (as defined in the
Agreement) become null and void.

With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares of the Company
represented by such certificates shall be evidenced by such certificates alone,
and the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares of the Company
represented thereby. In the event that the Company purchases or acquires any
Common Shares of the Company after the Record Date but prior to the Distribution
Date, any Rights associated with such Common Shares of the Company shall be
deemed cancelled and retired so that the Company shall not be entitled to
exercise any Rights associated with the Common Shares of the Company which are
no longer outstanding.

Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase Preferred Shares and of assignment to be printed
on the reverse thereof) shall be substantially the same as Exhibit B hereto, and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any applicable rule or regulation made
pursuant thereto or with any applicable rule or regulation of any stock exchange
or the National Association of Securities Dealers, Inc., or to conform to usage.
Subject to the provisions of Section 22 hereof, the Right Certificates shall
entitle the holders thereof to purchase such number of one one-hundredths of a
Preferred Share as shall be set forth therein at the price per one one-hundredth
of a Preferred Share set forth therein (the "Purchase Price"), but the number of

-9-

such one one-hundredths of a Preferred Share and the Purchase Price shall be
subject to adjustment as provided herein.

Section 5. Countersignature and Registration. The Right Certificates
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, any of its Vice Presidents or its
Treasurer, either manually or by facsimile signature, shall have affixed thereto
the Company's seal or a facsimile thereof, and shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. The Right Certificates shall be manually countersigned by
the Rights Agent and shall not be valid for any purpose unless countersigned. In
case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the individual who signed such Right Certificates had not ceased to be such
officer of the Company; and any Right Certificate may be signed on behalf of the
Company by any individual who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign such Right
Certificate, although at the date of the execution of this Agreement any such
individual was not such an officer.

Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its principal office, books or electronic records for
registration and transfer of the Right Certificates issued hereunder. Such books
or electronic records shall show the names and addresses of the respective
holders of the Right Certificates, the number of Rights evidenced on its face by
each of the Right Certificates and the date of each of the Right Certificates.

-10-

Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject
to the provisions of Section 14 hereof, at any time after the Close of Business
on the Distribution Date, and at or prior to the Close of Business on the
earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates
entitling the registered holder to purchase a like number of one one-hundredths
of a Preferred Share as the Right Certificate or Right Certificates surrendered
then entitled such holder to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Right Certificate or Right
Certificates shall make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate or Right Certificates to be
transferred, split up, combined or exchanged at the principal office of the
Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the
Person entitled thereto a Right Certificate or Right Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certificates.

Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company will make and deliver a new
Right Certificate of like tenor 

-11-

to the Rights Agent for delivery to the registered holder in lieu of the Right
Certificate so lost, stolen, destroyed or mutilated.

Section 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights. (a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein), in whole or in
part, at any time after the Distribution Date, upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent at the principal office of the Rights Agent,
together with payment of the Purchase Price for each one one-hundredth of a
Preferred Share as to which the Rights are exercised, at or prior to the
earliest of (i) the Close of Business on June 6, 2011 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof (the "Redemption Date"), or (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof.

(b) The Purchase Price for each one one-hundredth of a Preferred Share
purchasable pursuant to the exercise of a Right shall initially be $95, and
shall be subject to adjustment from time to time as provided in Section 11 or 13
hereof, and shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.

(c) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the shares to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9 hereof by certified check, cashier's
check or money order payable to the order of the Company, the Rights Agent shall
thereupon promptly (i) (A) requisition from any transfer agent of the Preferred
Shares cer-

-12-

tificates for the number of Preferred Shares to be purchased and the Company
hereby irrevocably authorizes any such transfer agent to comply with all such
requests, or (B) requisition from the depositary agent depositary receipts
representing such number of one one-hundredths of a Preferred Share as are to be
purchased (in which case certificates for the Preferred Shares represented by
such receipts shall be deposited by the transfer agent of the Preferred Shares
with such depositary agent) and the Company hereby directs such depositary agent
to comply with such request; (ii) when appropriate, requisition from the Company
the amount of cash to be paid in lieu of issuance of fractional shares in
accordance with Section 14 hereof; (iii) promptly after receipt of such
certificates or depositary receipts, cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in such
name or names as may be designated by such holder; and (iv) when appropriate,
after receipt, promptly deliver such cash to or upon the order of the registered
holder of such Right Certificate.

(d) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent to registered holder of such Right Certificate or to such
holder's duly authorized assigns, subject to the provisions of Section 14
hereof.

Section 8. Cancellation and Destruction of Right Certificates. All 
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancella-

-13-

tion and retirement, and the Rights Agent shall so cancel and retire, any other
Right Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof. The Rights Agent shall deliver all cancelled Right
Certificates to the Company, or shall, at the written request of the Company,
destroy such cancelled Right Certificates, and, in such case, shall deliver a
certificate of destruction thereof to the Company.

Section 9. Availability of Preferred Shares. The Company covenants and
agrees that it will cause to be reserved and kept available out of its
authorized and unissued Preferred Shares or any Preferred Shares held in its
treasury the number of Preferred Shares that will be sufficient to permit the
exercise in full of all outstanding Rights in accordance with Section 7 hereof.
The Company covenants and agrees that it will take all such action as may be
necessary to ensure that all Preferred Shares delivered upon exercise of Rights
shall, at the time of delivery of the certificates for such Preferred Shares
(subject to payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and nonassessable shares.

The Company further covenants and agrees that it will pay when
due and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Right Certificates
or of any Preferred Shares upon the exercise of Rights. The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a Person other than, or the
issuance or delivery of certificates or depositary receipts for the Preferred
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any certificates or depositary receipts for Preferred Shares upon the exercise
of any Rights until any such tax shall have been paid (any such tax being
payable by 

-14-

the holder of such Right Certificate at the time of surrender) or until it has
been established to the Company's reasonable satisfaction that no such tax is
due.

Section 10. Preferred Shares Record Date. Each Person in whose name
any certificate for Preferred Shares is issued upon the exercise of Rights shall
for all purposes be deemed to have become the holder of record of the Preferred
Shares represented thereby on, and such certificate shall be dated, the date
upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and any applicable transfer taxes) was made;
provided, however, that, if the date of such surrender and payment is a date
upon which the Preferred Shares transfer books of the Company are closed, such
Person shall be deemed to have become the record holder of such shares on, and
such certificate shall be dated, the next succeeding Business Day on which the
Preferred Shares transfer books of the Company are open. Prior to the exercise
of the Rights evidenced thereby, the holder of a Right Certificate shall not be
entitled to any rights of a holder of Preferred Shares for which the Rights
shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.

Section 11. Adjustment of Purchase Price, Number of Shares or Number
of Rights. The Purchase Price, the number of Preferred Shares covered by each
Right and the number of Rights outstanding are subject to adjustment from time
to time as provided in this Section 11.

(a) (i) In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Preferred Shares payable in
Preferred Shares, (B) sub-

-15-

divide the outstanding Preferred Shares, (C) combine the outstanding Preferred
Shares into a smaller number of Preferred Shares or (D) issue any shares of its
capital stock in a reclassification of the Preferred Shares (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a), the Purchase Price in effect at the time of the
record date for such dividend or of the effective date of such subdivision,
combination or reclassification, and the number and kind of shares of capital
stock issuable on such date, shall be proportionately adjusted so that the
holder of any Right exercised after such time shall be entitled to receive the
aggregate number and kind of shares of capital stock which, if such Right had
been exercised immediately prior to such date and at a time when the Preferred
Shares transfer books of the Company were open, such holder would have owned
upon such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification; provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right be less
than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right.

(ii) Subject to Section 24 hereof, in the event any Person becomes an
Acquiring Person, each holder of a Right shall thereafter have a right to
receive, upon exercise thereof at a price equal to the then current Purchase
Price multiplied by the number of one one-hundredths of a Preferred Share for
which a Right is then exercisable, in accordance with the terms of this
Agreement and in lieu of Preferred Shares, such number of Common Shares of the
Company as shall equal the result obtained by (A) multiplying the then current
Purchase Price by the number of one one-hundredths of a Preferred Share for
which a Right is then exercisable and dividing that product by (B) 50% of the
then current per share market price of the Common 

-16-

Shares of the Company (determined pursuant to Section 11(d) hereof) on the date
of the occurrence of such event. In the event that any Person shall become an
Acquiring Person and the Rights shall then be outstanding, the Company shall not
take any action which would eliminate or diminish the benefits intended to be
afforded by the Rights.

From and after the occurrence of such event, any Rights that are or
were acquired or beneficially owned by any Acquiring Person (or any Associate or
Affiliate of such Acquiring Person) shall be void, and any holder of such Rights
shall thereafter have no right to exercise such Rights under any provision of
this Agreement. No Right Certificate shall be issued pursuant to Section 3
hereof that represents Rights beneficially owned by an Acquiring Person whose
Rights would be void pursuant to the preceding sentence or any Associate or
Affiliate thereof; no Right Certificate shall be issued at any time upon the
transfer of any Rights to an Acquiring Person whose Rights would be void
pursuant to the preceding sentence or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person
whose Rights would be void pursuant to the preceding sentence shall be
cancelled.

(iii) In the event that there shall not be sufficient Common Shares
issued but not outstanding or authorized but unissued to permit the exercise in
full of the Rights in accordance with subparagraph (ii) above, the Company shall
take all such action as may be necessary to authorize additional Common Shares
for issuance upon exercise of the Rights. In the event the Company shall, after
good faith effort, be unable to take all such action as may be necessary to
authorize such additional Common Shares, the Company shall substitute, for each
Common Share that would otherwise be issuable upon exercise of a Right, a number
of Preferred Shares or fraction thereof such that the current per share market
price of one Preferred Share multiplied by 

-17-

such number or fraction is equal to the current per share market price of one
Common Share as of the date of issuance of such Preferred Shares or fraction
thereof.

(b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Shares (or shares having the same rights,
privileges and preferences as the Preferred Shares ("equivalent preferred
shares")) or securities convertible into Preferred Shares or equivalent
preferred shares at a price per Preferred Share or equivalent preferred share
(or having a conversion price per share, if a security convertible into
Preferred Shares or equivalent preferred shares) less than the then current per
share market price of the Preferred Shares (as defined in Section 11(d)) on such
record date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of
Preferred Shares outstanding on such record date plus the number of Preferred
Shares which the aggregate offering price of the total number of Preferred
Shares and/or equivalent preferred shares so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such current market price and the denominator of which shall be the
number of Preferred Shares outstanding on such record date plus the number of
additional Preferred Shares and/or equivalent preferred shares to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible); provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
exercise of one Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such considera-

-18-

tion shall be as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent and holders of the Rights.
Preferred Shares owned by or held for the account of the Company shall not be
deemed outstanding for the purpose of any such computation. Such adjustment
shall be made successively whenever such a record date is fixed; and, in the
event that such rights, options or warrants are not so issued, the Purchase
Price shall be adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.

(c) In case the Company shall fix a record date for the making of a
distribution to all holders of the Preferred Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or subscription rights or warrants (excluding those referred
to in Section 11(b) hereof), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the then-current per share market price of the Preferred Shares on such
record date, less the fair market value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding on the Rights Agent
and holders of the Rights) of the portion of the assets or evidences of
indebtedness so to be distributed or of such subscription rights or warrants
applicable to one Preferred Share and the denominator of which shall be such
then-current per share market price of the Preferred Shares on such record date;
provided, however, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the shares of
capital stock of the Company to be issued upon exercise of 

-19-

one Right. Such adjustments shall be made successively whenever such a record
date is fixed; and, in the event that such distribution is not so made, the
Purchase Price shall again be adjusted to be the Purchase Price which would then
be in effect if such record date had not been fixed.

(d) (i) For the purpose of any computation hereunder, the "current per
share market price" of any security (a "Security" for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days
immediately prior to such date; provided, however, that, in the event that the
current per share market price of the Security is determined during a period
following the announcement by the issuer of such Security of (A) a dividend or
distribution on such Security payable in shares of such Security or Securities
convertible into such shares, or (B) any subdivision, combination or
reclassification of such Security and prior to the expiration of 30 Trading Days
after the ex-dividend date for such dividend or distribution, or the record date
for such subdivision, combination or reclassification, then, and in each such
case, the current per share market price shall be appropriately adjusted to
reflect the current market price per share equivalent of such Security. The
closing price for each day shall be the last sale price, regular way, reported
at or prior to 4:00 P.M. Eastern time or, in case no such sale takes place on
such day, the average of the bid and asked prices, regular way, reported as of
4:00 P.M. Eastern time, in either case, as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the Security is not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Security is
listed or admitted to trading or, if the Security is not listed or admitted to
trading on any national securities exchange, the last quoted price reported at
or prior 

-20-

to 4:00 P.M. Eastern time or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as reported as of 4:00 P.M.
Eastern time by NASDAQ or such other system then in use, or, if on any such date
the Security is not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Security selected by the Board of Directors of the Company. The term
"Trading Day" shall mean a day on which the principal national securities
exchange on which the Security is listed or admitted to trading is open for the
transaction of business, or, if the Security is not listed or admitted to
trading on any national securities exchange, a Business Day.

(ii) For the purpose of any computation hereunder, the "current per share market
price" of the Preferred Shares shall be determined in accordance with the method
set forth in Section 11(d)(i). If the Preferred Shares are not publicly traded,
the "current per share market price" of the Preferred Shares shall be
conclusively deemed to be the current per share market price of the Common
Shares as determined pursuant to Section 11(d)(i) hereof (appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof), multiplied by one hundred. If neither the Common Shares
nor the Preferred Shares are publicly held or so listed or traded, "current per
share market price" shall mean the fair value per share as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent.

(e) No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the Purchase
Price; provided, however, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 11
shall be made to the nearest cent or to the nearest one one-millionth of a
Preferred 

-21-

Share or one ten-thousandth of any other share or security as the case may be.
Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which requires such adjustment or (ii)
the date of the expiration of the right to exercise any Rights.

(f) If, as a result of an adjustment made pursuant to Section 11(a)
hereof, the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Preferred Shares,
thereafter the number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
Preferred Shares contained in Section 11(a) through (c) hereof, inclusive, and
the provisions of Sections 7, 9, 10 and 13 hereof with respect to the Preferred
Shares shall apply on like terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a
Preferred Share purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.

(h) Unless the Company shall have exercised its election as provided
in Section 11(i) hereof, upon each adjustment of the Purchase Price as a result
of the calculations made in Sections 11(b) and (c) hereof, each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
one one-hundredths of a Preferred Share (calculated to the nearest one
one-millionth of a Preferred Share) obtained by (A) multiplying (x) the number
of one one-hundredths of a

-22-

share covered by a Right immediately prior to this adjustment by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase
Price and (B) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

(i) The Company may elect, on or after the date of any adjustment of
the Purchase Price, to adjust the number of Rights in substitution for any
adjustment in the number of one one-hundredths of a Preferred Share purchasable
upon the exercise of a Right. Each of the Rights outstanding after such
adjustment of the number of Rights shall be exercisable for the number of one
one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust the number of
Rights, indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made. This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the Right
Certificates have been issued, shall be at least 10 days later than the date of
the public announcement. If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section 11(i), the Company
shall, as promptly as practicable, cause to be distributed to holders of record
of Right Certificates on such record date Right Certificates evidencing, subject
to Section 14 hereof, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company, shall
cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by 

-23-

the Company, new Right Certificates evidencing all the Rights to which such
holders shall be entitled after such adjustment. Right Certificates so to be
distributed shall be issued, executed and countersigned in the manner provided
for herein, and shall be registered in the names of the holders of record of
Right Certificates on the record date specified in the public announcement.

(j) Irrespective of any adjustment or change in the Purchase Price or
in the number of one one-hundredths of a Preferred Share issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price and the number of one one-hundredths
of a Preferred Share which were expressed in the initial Right Certificates
issued hereunder.

(k) Before taking any action that would cause an adjustment reducing
the Purchase Price below one one-hundredth of the then par value, if any, of the
Preferred Shares issuable upon exercise of the Rights, the Company shall take
any corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Preferred Shares at such adjusted Purchase Price.

(l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Right exercised after such record date of
the Preferred Shares and other capital stock or securities of the Company, if
any, issuable upon such exercise over and above the Preferred Shares and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver 

-24-

to such holder a due bill or other appropriate instrument evidencing such
holder's right to receive such additional shares upon the occurrence of the
event requiring such adjustment.

(m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it, in its sole discretion, shall determine to be advisable in
order that any consolidation or subdivision of the Preferred Shares, issuance
wholly for cash of any Preferred Shares at less than the current market price,
issuance wholly for cash of Preferred Shares or securities which by their terms
are convertible into or exchangeable for Preferred Shares, dividends on
Preferred Shares payable in Preferred Shares or issuance of rights, options or
warrants referred to in Section 11(b) hereof, hereafter made by the Company to
holders of the Preferred Shares shall not be taxable to such stockholders.

(n) In the event that, at any time after the date of this Agreement
and prior to the Distribution Date, the Company shall (i) declare or pay any
dividend on the Common Shares payable in Common Shares, or (ii) effect a
subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares)
into a greater or lesser number of Common Shares, then, in any such case, (A)
the number of one one-hundredths of a Preferred Share purchasable after such
event upon proper exercise of each Right shall be determined by multiplying the
number of one one-hundredths of a Preferred Share so purchasable immediately
prior to such event by a fraction, the numerator of which is the number of
Common Shares outstanding immediately before such event and the denominator of
which is the number of Common Shares outstanding immediately after such event,
and (B) each Common Share outstanding immediately after such event shall have
issued with respect to it that number of Rights which each Common Share
outstanding immediately prior to 

-25-

such event had issued with respect to it. The adjustments provided for in this
Section 11(n) shall be made successively whenever such a dividend is declared or
paid or such a subdivision, combination or consolidation is effected.

Section 12. Certificate of Adjusted Purchase Price or Number of
Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof,
the Company shall promptly (a) prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Common
Shares or the Preferred Shares and the Securities and Exchange Commission a copy
of such certificate and (c) if such adjustment occurs at any time after the
Distribution Date, mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 25 hereof.

Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power. In the event, directly or indirectly, at any time after a Person
has become an Acquiring Person, (a) the Company shall consolidate with, or merge
with and into, any other Person, (b) any Person shall consolidate with the
Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Common Shares shall be changed into or exchanged for
stock or other securities of any other Person (or the Company) or cash or any
other property, or (c) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case, proper provision shall be made so
that (i) each holder of a Right (except as oth-

-26-

erwise provided herein) shall thereafter have the right to receive, upon the
exercise thereof at a price equal to the then current Purchase Price multiplied
by the number of one one-hundredths of a Preferred Share for which a Right is
then exercisable, in accordance with the terms of this Agreement and in lieu of
Preferred Shares, such number of Common Shares of such other Person (including
the Company as successor thereto or as the surviving corporation) as shall equal
the result obtained by (A) multiplying the then current Purchase Price by the
number of one one-hundredths of a Preferred Share for which a Right is then
exercisable and dividing that product by (B) 50% of the then current per share
market price of the Common Shares of such other Person (determined pursuant to
Section 11(d) hereof) on the date of consummation of such consolidation, merger,
sale or transfer; (ii) the issuer of such Common Shares shall thereafter be
liable for, and shall assume, by virtue of such consolidation, merger, sale or
transfer, all the obligations and duties of the Company pursuant to this
Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such
issuer; and (iv) such issuer shall take such steps (including, but not limited
to, the reservation of a sufficient number of its Common Shares in accordance
with Section 9 hereof) in connection with such consummation as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as nearly
as reasonably may be, in relation to the Common Shares of the Company thereafter
deliverable upon the exercise of the Rights. The Company shall not consummate
any such consolidation, merger, sale or transfer unless, prior thereto, the
Company and such issuer shall have executed and delivered to the Rights Agent a
supplemental agreement so providing. The Company shall not enter into any
transaction of the kind referred to in this Section 13 if at the time of such
transaction there are any rights, warrants, instruments or securities
outstanding or any agreements or arrangements which, as a result of the
consummation of such transaction, would eliminate or substantially diminish the
benefits in-

-27-

tended to be afforded by the Rights. The provisions of this Section 13 shall
similarly apply to successive mergers or consolidations or sales or other
transfers.

Section 14. Fractional Rights and Fractional Shares. (a) The Company
shall not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Right Certificates
with regard to which such fractional Rights would otherwise be issuable, an
amount in cash equal to the same fraction of the current market value of a whole
Right. For the purposes of this Section 14(a), the current market value of a
whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price for any day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case, as reported in
the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange or, if
the Rights are not listed or admitted to trading on the New York Stock Exchange,
as reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange on
which the Rights are listed or admitted to trading or, if the Rights are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the Company. If on any such date no such market maker is making 

-28-

a market in the Rights, the fair value of the Rights on such date as determined
in good faith by the Board of Directors of the Company shall be used.

(b) The Company shall not be required to issue fractions of Preferred
Shares (other than fractions which are integral multiples of one one-hundredth
of a Preferred Share) upon exercise of the Rights or to distribute certificates
which evidence fractional Preferred Shares (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share). Fractions of
Preferred Shares in integral multiples of one one-hundredth of a Preferred Share
may, at the election of the Company, be evidenced by depositary receipts,
pursuant to an appropriate agreement between the Company and a depositary
selected by it; provided that such agreement shall provide that the holders of
such depositary receipts shall have all the rights, privileges and preferences
to which they are entitled as beneficial owners of the Preferred Shares
represented by such depositary receipts. In lieu of fractional Preferred Shares
that are not integral multiples of one one-hundredth of a Preferred Share, the
Company shall pay to the registered holders of Right Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one Preferred Share. For the purposes of
this Section 14(b), the current market value of a Preferred Share shall be the
closing price of a Preferred Share (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of such exercise.

(c) The holder of a Right, by the acceptance of the Right, expressly
waives such holder's right to receive any fractional Rights or any fractional
shares upon exercise of a Right (except as provided above).

-29-

Section 15. Rights of Action. All rights of action in respect of this
Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in such holder's own behalf and
for such holder's own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise act in respect
of, such holder's right to exercise the Rights evidenced by such Right
Certificate in the manner provided in such Right Certificate and in this
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement, and
will be entitled to specific performance of the obligations under, and
injunctive relief against actual or threatened violations of the obligations of
any Person subject to, this Agreement.

Section 16. Agreement of Right Holders. Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be transferable
only in connection with the transfer of the Common Shares;

-30-

(b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office of the Rights Agent, duly endorsed or accompanied by a
proper instrument of transfer; and

(c) the Company and the Rights Agent may deem and treat the person in
whose name the Right Certificate (or, prior to the Distribution Date, the
associated Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated Common Shares
certificate made by anyone other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.

Section 17. Right Certificate Holder Not Deemed a Stockholder. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preferred Shares or any
other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.

-31-

Section 18. Concerning the Rights Agent. The Company agrees to pay to
the Rights Agent reasonable compensation for all services rendered by it
hereunder, and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense incurred without gross
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Agreement, including the costs and expenses of
defending against any claim of liability in the premises.

The Rights Agent shall be protected and shall incur no liability for,
or in respect of any action taken, suffered or omitted by it in connection with,
its administration of this Agreement in reliance upon any Right Certificate or
certificate for the Preferred Shares or Common Shares or for other securities of
the Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowledged, by the proper
person or persons, or otherwise upon the advice of counsel as set forth in
Section 20 hereof.

Section 19. Merger or Consolidation or Change of Name of Rights Agent.
Any corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the stock transfer or
corporate trust powers of the Rights Agent or any successor 

-32-

Rights Agent, shall be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and, in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and, in all such cases, such
Right Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

In case at any time the name of the Rights Agent shall be changed and
at such time any of the Right Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior name
and deliver Right Certificates so countersigned; and, in case at that time any
of the Right Certificates shall not have been countersigned, the Rights Agent
may countersign such Right Certificates either in its prior name or in its
changed name; and, in all such cases, such Right Certificates shall have the
full force provided in the Right Certificates and in this Agreement.

Section 20. Duties of Rights Agent. The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:

-33-

(a) The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.

(b) Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the provisions of this Agreement in reliance upon such
certificate.

(c) The Rights Agent shall be liable hereunder to the Company and any
other Person only for its own gross negligence, bad faith or willful misconduct.

(d) The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Right
Certificates (except its countersignature thereof) or be required to verify the
same, but all such statements and recitals are and shall be deemed to have been
made by the Company only.

(e) The Rights Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its 

-34-

countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Right
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights (including the Rights becoming void pursuant to Section 11(a)(ii)
hereof) or any adjustment in the terms of the Rights (including the manner,
method or amount thereof) provided for in Section 3, 11, 13, 23 or 24 hereof, or
the ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after actual notice that such change or adjustment is required);
nor shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any Preferred Shares to be
issued pursuant to this Agreement or any Right Certificate or as to whether any
Preferred Shares will, when issued, be validly authorized and issued, fully paid
and nonassessable. 

(f) The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of
the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the Chief Executive Officer, the President,
any Vice President, the Secretary or the Treasurer of the Company, and to apply
to such officers for advice or instructions in connection with its duties, and
it shall not be liable for any action taken or suffered by it in good faith in
accordance with instructions of any such officer or for any delay in acting
while waiting for those instructions.

-35-

(h) The Rights Agent and any stockholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Rights Agent
under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.

(i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided that reasonable care was exercised in the
selection and continued employment thereof.

Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of the Common Shares or Preferred Shares by registered or certified mail, and to
the holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon 30 days' notice in
writing, mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of the Common Shares or Preferred Shares by
registered or certified mail, and to the holders of the Right Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been
notified 

-36-

in writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Right Certificate (which holder shall, with
such notice, submit such holder's Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of the United
States or of the State of Illinois (or of any other state of the United States
so long as such corporation is authorized to do business as a banking
institution in the State of Illinois), in good standing, having an office in the
State of Illinois, which is authorized under such laws to exercise corporate
trust or stock transfer powers and is subject to supervision or examination by
federal or state authority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $50 million. After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares or
Preferred Shares, and mail a notice thereof in writing to the registered holders
of the Right Certificates. Failure to give any notice provided for in this
Section 21, however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.

-37-

Section 22. Issuance of New Right Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Right Certificates evidencing Rights in such form
as may be approved by the Board of Directors of the Company to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Right Certificates
made in accordance with the provisions of this Agreement.

Section 23. Redemption. (a) The Board of Directors of the Company may,
at its option, at any time prior to such time as any Person becomes an Acquiring
Person, redeem all but not less than all the then outstanding Rights at a
redemption price of $.01 per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date hereof
(such redemption price being hereinafter referred to as the "Redemption Price").
The redemption of the Rights by the Board of Directors of the Company may be
made effective at such time, on such basis and with such conditions as the Board
of Directors of the Company, in its sole discretion, may establish.

(b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights pursuant to paragraph (a) of this
Section 23, and without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price. The Company shall promptly
give public notice of any such redemption; provided, however, that the failure
to give, or any defect in, any such notice shall not affect the validity of such
redemption. Within 10 days after such action of the Board of Directors of the
Company ordering the redemption of the Rights, the Company shall mail a notice
of redemption to all the holders of the then outstanding Rights at their last
addresses as they appear upon the registry books of the Rights 

-38-

Agent or, prior to the Distribution Date, on the registry books of the transfer
agent for the Common Shares. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of redemption will state the method by which the payment of the
Redemption Price will be made. Neither the Company nor any of its Affiliates or
Associates may redeem, acquire or purchase for value any Rights at any time in
any manner other than that specifically set forth in this Section 23 or in
Section 24 hereof, and other than in connection with the purchase of Common
Shares prior to the Distribution Date.

Section 24. Exchange. (a) The Board of Directors of the Company may,
at its option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that have become void pursuant to the provisions of Section
11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per
Right, appropriately adjusted to reflect any adjustment in the number of Rights
pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as
the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of
the Company shall not be empowered to effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, or any entity holding Common
Shares for or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or
more of the Common Shares then outstanding.

(b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to paragraph (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the 

-39-

only right thereafter of a holder of such Rights shall be to receive that number
of Common Shares equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio. The Company shall promptly give public notice
of any such exchange; provided, however, that the failure to give, or any defect
in, such notice shall not affect the validity of such exchange. The Company
promptly shall mail a notice of any such exchange to all of the holders of such
Rights at their last addresses as they appear upon the registry books of the
Rights Agent. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
exchange will state the method by which the exchange of the Common Shares for
Rights will be effected, and, in the event of any partial exchange, the number
of Rights which will be exchanged. Any partial exchange shall be effected pro
rata based on the number of Rights (other than Rights which have become void
pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of
Rights.

(c) In the event that there shall not be sufficient Common Shares
issued but not outstanding or authorized but unissued to permit any exchange of
Rights as contemplated in accordance with this Section 24, the Company shall
take all such action as may be necessary to authorize additional Common Shares
for issuance upon exchange of the Rights. In the event the Company shall, after
good faith effort, be unable to take all such action as may be necessary to
authorize such additional Common Shares, the Company shall substitute, for each
Common Share that would otherwise be issuable upon exchange of a Right, a number
of Preferred Shares or fraction thereof such that the current per share market
price of one Preferred Share multiplied by such number or fraction is equal to
the current per share market price of one Common Share as of the date of
issuance of such Preferred Shares or fraction thereof.

-40-

(d) The Company shall not be required to issue fractions of Common
Shares or to distribute certificates which evidence fractional Common Shares. In
lieu of such fractional Common Shares, the Company shall pay to the registered
holders of the Right Certificates with regard to which such fractional Common
Shares would otherwise be issuable an amount in cash equal to the same fraction
of the current market value of a whole Common Share. For the purposes of this
paragraph (d), the current market value of a whole Common Share shall be the
closing price of a Common Share (as determined pursuant to the second sentence
of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
exchange pursuant to this Section 24.

Section 25. Notice of Certain Events. (a) In case the Company shall,
at any time after the Distribution Date, propose (i) to pay any dividend payable
in stock of any class to the holders of the Preferred Shares or to make any
other distribution to the holders of the Preferred Shares (other than a regular
quarterly cash dividend), (ii) to offer to the holders of the Preferred Shares
rights or warrants to subscribe for or to purchase any additional Preferred
Shares or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of the Preferred Shares (other
than a reclassification involving only the subdivision of outstanding Preferred
Shares), (iv) to effect any consolidation or merger into or with, or to effect
any sale or other transfer (or to permit one or more of its Subsidiaries to
effect any sale or other transfer), in one or more transactions, of 50% or more
of the assets or earning power of the Company and its Subsidiaries (taken as a
whole) to, any other Person, (v) to effect the liquidation, dissolution or
winding up of the Company, or (vi) to declare or pay any dividend on the Common
Shares payable in Common Shares or to effect a subdivision, combination or
consolidation of the Common Shares (by reclassification or otherwise than by
payment of dividends in 

-41-

Common Shares), then, in each such case, the Company shall give to each holder
of a Right Certificate, in accordance with Section 26 hereof, a notice of such
proposed action, which shall specify the record date for the purposes of such
stock dividend, or distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of the Common Shares and/or Preferred Shares, if any such
date is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least 10 days prior to the record date
for determining holders of the Preferred Shares for purposes of such action,
and, in the case of any such other action, at least 10 days prior to the date of
the taking of such proposed action or the date of participation therein by the
holders of the Common Shares and/or Preferred Shares, whichever shall be the
earlier.

(b) In case the event set forth in Section 11(a)(ii) hereof shall
occur, then the Company shall, as soon as practicable thereafter, give to each
holder of a Right Certificate, in accordance with Section 26 hereof, a notice of
the occurrence of such event, which notice shall describe such event and the
consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Section 26. Notices. Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

-42-

FMC Technologies, Inc.
200 East Randolph Drive
Chicago, Illinois 60601
Attention:  Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:

Computershare Investor Services, LLC
Attn: Bruce Hartney
2 North LaSalle Street
Chicago, Illinois  60602

With a copy to:

Computershare Investor Services, LLC
2 North LaSalle Street
Chicago, Illinois  60602
Attn: General Counsel

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

Section 27. Supplements and Amendments. The Company may from time to
time supplement or amend this Agreement without the approval of any holders of
Right Certificates in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions with respect to the Rights
which the Company may deem necessary or desirable, any 

-43-

such supplement or amendment to be evidenced by a writing signed by the Company
and the Rights Agent; provided, however, that, from and after such time as any
Person becomes an Acquiring Person, this Agreement shall not be amended in any
manner which would adversely affect the interests of the holders of Rights.
Without limiting the foregoing, the Company may at any time prior to such time
as any Person becomes an Acquiring Person amend this Agreement to lower the
thresholds set forth in Section 1(a) and 3(a) hereof to not less than 10% (the
"Reduced Threshold"); provided, however, that no Person who beneficially owns a
number of Common Shares equal to or greater than the Reduced Threshold shall
become an Acquiring Person unless such Person shall, after the public
announcement of the Reduced Threshold, increase its beneficial ownership of the
then outstanding Common Shares (other than as a result of an acquisition of
Common Shares by the Company) to an amount equal to or greater than the greater
of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial
ownership of such Person as a percentage of the outstanding Common Shares as of
any date on or after the date of the public announcement of such Reduced
Threshold plus (ii) .001%.

Section 28. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

Section 29. Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Shares) any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders of
the Right Certificates (and, prior to the Distribution Date, the Common Shares).

-44-

Section 30. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

Section 31. Governing Law. This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state.

Section 32. Counterparts. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument. 

Section 33. Descriptive Headings. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

-45-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested, all as of the day and year first above written.

Attest:                                    FMC TECHNOLOGIES, INC.

By   /s/  Steven Shapiro                   By   /s/  Ronald D. Mambu           
-------------------------------            ---------------------------------
Name:  Steven Shapiro                  Name: Ronald D. Mambu
Title:  Secretary                      Title:  Vice President and Controller

Attest:                                    COMPUTERSHARE INVESTOR SERVICES, LLC

By  /s/  Donald W. Koslow                  By   /s/  Bruce R. Hartney          
--------------------------------            ---------------------------------
Name:  Donald W. Koslow                Name:  Bruce R. Hartney
Title:  Relationship Manager           Title:  Relationship Manager

-46-

Exhibit A
---------

FORM

of

CERTIFICATE OF DESIGNATIONS

of

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

of

FMC TECHNOLOGIES, INC.

(Pursuant to Section 151 of the
Delaware General Corporation Law)

----------------

FMC Technologies, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that, as required by Section 151 of the General
Corporation Law, the following resolution was adopted on June 5, 2001, by the
Board of Directors of the Corporation by unanimous written consent in lieu of a
meeting pursuant to Section 141(f) of the General Corporation Law and Section
4.5 of Article IV of the By-laws of the Corporation:

RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Certificate
of Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, par value $.01 per share, of the Corporation (the "Preferred Stock"), and
hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:

Series A Junior Participating Preferred Stock:

Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 800,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

A-1

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series
of Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares
of Series A Preferred Stock, in preference to the holders of Common Stock,
par value $.01 per share (the "Common Stock"), of the Corporation, and of
any other junior stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of March,
June, September and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject
to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions, other than a dividend payable in shares of Common
Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause
(b) of the preceding sentence shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which
is the number of shares of Common Stock that were outstanding immediately
prior to such event.

(B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$1 per share on the Series A Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares, unless the date of issue
of such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
deter-

A-2

mination of holders of shares of Series A Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends
at the time accrued and payable on such shares shall be allocated pro rata
on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive payment
of a dividend or distribution declared thereon, which record date shall be
not more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

(B) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or
by law, the holders of shares of Series A Preferred Stock and the holders
of shares of Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.

(C) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled
to vote with holders of Common Stock as set forth herein) for taking any
corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred
Stock outstanding shall have been paid in full, the Corporation shall not:

A-3

(i) declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock;

(ii) declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such junior stock in exchange for
shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the
Series A Preferred Stock; or

(iv) redeem or purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of stock ranking
on a parity with the Series A Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined
by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or 
classes.

(B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of
the Corporation unless the Corporation could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, pro-

A-4

vided that the holders of shares of Series A Preferred Stock shall be entitled
to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in clause
(1) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series A Preferred Stock shall
not be redeemable.

Section 9. Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.

Section 10. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the 

A-5

affirmative vote of the holders of at least two-thirds of the outstanding shares
of Series A Preferred Stock, voting together as a single class.

A-6

IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its Chairman of the Board and attested by its
Secretary this 5th day of June, 2001.

-------------------------------
Chairman of the Board

Attest:

---------------------
Secretary

A-7

Exhibit B

Form of Right Certificate

Certificate No. R-                                              Rights
----

NOT EXERCISABLE AFTER JUNE 6, 2011 OR EARLIER IF REDEMPTION OR
EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01
PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE
AGREEMENT.

Right Certificate

FMC TECHNOLOGIES, INC.

This certifies that _____________________ , or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Agreement, dated as of June 5, 2001 (the "Agreement"), between FMC
Technologies, Inc., a Delaware corporation (the "Company"), and Computershare
Investor Services, LLC (the "Rights Agent"), to purchase from the Company at any
time after the Distribution Date (as such term is defined in the Agreement) and
prior to 5:00 P.M., Chicago time, on June 6, 2011 at the principal office of the
Rights Agent, or at the office of its successor as Rights Agent, one
one-hundredth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock, par value $.01 per share, of the Company (the
"Preferred Shares"), at a purchase price of $95 per one one-hundredth of a
Preferred Share (the "Purchase Price"), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase duly executed. The
number of Rights evidenced by this Right Certificate (and the number of one
one-hundredths of a Preferred Share which may be purchased upon exercise hereof)
set forth above, and the Purchase Price set forth above, are the number and
Purchase Price as of June 5, 2001, based on the Preferred Shares as constituted
at such date. As provided in the Agreement, the Purchase Price and the number of
one one-hundredths of a Preferred Share which may be purchased upon the exercise
of the Rights evidenced by this Right Certificate are subject to modification
and adjustment upon the happening of certain events.

This Right Certificate is subject to all of the terms, provisions and
conditions of the Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Agreement
reference is hereby made for a full description of the rights, limitations of
rights, obligations, duties and immunities hereunder of the Rights Agent, the
Company and the holders of the Right Certificates. Copies of the Agreement are
on file at the principal executive offices of the Company and the offices of the
Rights Agent.

This Right Certificate, with or without other Right Certificates,
upon surrender at the principal office of the Rights Agent, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
Preferred Shares as the Rights evidenced by the Right Certificate or Right Cer-

B-1

tificates surrendered shall have entitled such holder to purchase. If this Right
Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Right Certificate or Right Certificates for the
number of whole Rights not exercised.

Subject to the provisions of the Agreement, the Rights evidenced
by this Right Certificate (i) may be redeemed by the Company at a redemption
price of $.01 per Right or (ii) may be exchanged in whole or in part for
Preferred Shares or shares of the Company's Common Stock, par value $.01 per
share.

No fractional Preferred Shares will be issued upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share, which may, at the election
of the Company, be evidenced by depositary receipts), but, in lieu thereof, a
cash payment will be made, as provided in the Agreement.

No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Agreement
or herein be construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as provided in the
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Agreement.

This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal. Dated as of ____ , ____. 

ATTEST:                                     FMC TECHNOLOGIES, INC.

By                                
-----------------------------                  -------------------------------
Name:                                          Name:
Title:                                         Title:
Countersigned:

COMPUTERSHARE INVESTOR SERVICES, LLC

By                           
---------------------------
Name:
Title:

B-2

Form of Reverse Side of Right Certificate

FORM OF ASSIGNMENT

(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)

FOR VALUE RECEIVED _ _ _ _ _ _ _ _ _ _ _ _ hereby sells, assigns and 
transfers unto  _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(Please print name and address of transferee)

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint _ _ _ _ _ _ _ _ _ _ _ _ Attorney,
to transfer the within Right Certificate on the books of the within-named
Company, with full power of substitution.

Dated: _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signature

Signature Guaranteed:

All Guarantees must be made by a financial institution (such as a bank
or broker) which is a participant in the Securities Transfer Agents Medallion
Program ("STAMP"), the New York Stock Exchange, Inc. Medallion Signature Program
("MSP"), or the Stock Exchanges Medallion Program ("SEMP") and must not be
dated. Guarantees by a notary public are not acceptable.

The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Agreement).

_ _ _ _ _ _ _ _ _ _ _ _ _ _ 
Signature

B-3

Form of Reverse Side of Right Certificate - continued

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise
Rights represented by the Right Certificate.)

To:  FMC TECHNOLOGIES, INC.

The undersigned hereby irrevocably elects to exercise
_____________________________ Rights represented by this Right Certificate to
purchase the Preferred Shares issuable upon the exercise of such Rights and
requests that certificates for such Preferred Shares be issued in the name of:

Please insert social security
or other identifying number

--------------------------------------------------------------------------------
(Please print name and address)

--------------------------------------------------------------------------------

If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number

--------------------------------------------------------------------------------
(Please print name and address)

--------------------------------------------------------------------------------
Dated: 
--------------------

---------------------------------------
Signature

B-4

Signature Guaranteed:

All Guarantees must be made by a financial institution (such as a
bank or broker) which is a participant in the Securities Transfer Agents
Medallion Program ("STAMP"), the New York Stock Exchange, Inc. Medallion
Signature Program ("MSP"), or the Stock Exchanges Medallion Program ("SEMP") and
must not be dated. Guarantees by a notary public are not acceptable.

The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Agreement).

---------------------------------------
Signature

NOTICE
------

The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.

In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Agreement) and such Assignment
or Election to Purchase will not be honored.

B-5

Exhibit C

SUMMARY OF RIGHTS TO PURCHASE
PREFERRED SHARES

Introduction
------------

On June 5, 2001, the Board of Directors of our Company, FMC
Technologies, Inc., a Delaware corporation, declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock, par
value $.01 per share. The dividend is payable on June 7, 2001 to the
stockholders of record on June 7, 2001.

Our Board has adopted this Rights Agreement to protect stockholders
from coercive or otherwise unfair takeover tactics. In general terms, it works
by imposing a significant penalty upon any person or group which acquires 15% or
more of our outstanding common stock without the approval of our Board. The
Rights Agreement should not interfere with any merger or other business
combination approved by our Board.

For those interested in the specific terms of the Rights Agreement as
made between our Company and Computershare Investor Services, LLC, as the Rights
Agent, on June 5, 2001, we provide the following summary description. Please
note, however, that this description is only a summary, and is not complete, and
should be read together with the entire Rights Agreement, which has been filed
with the Securities and Exchange Commission as an exhibit to a Registration
Statement on Form S-1 dated February 20, 2001, as amended. A copy of the
agreement is available free of charge from our Company.

The Rights. Our Board authorized the issuance of a Right with respect to each
outstanding share of common stock on June 7, 2001. The Rights will initially
trade with, and will be inseparable from, the common stock. The Rights are
evidenced only by certificates that represent shares of common stock. New Rights
will accompany any new shares of common stock we issue after June 7, 2001 until
the Distribution Date described below.

Exercise Price. Each Right will allow its holder to purchase from our Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock
("Preferred Share") for $95, once the Rights become exercisable. This portion of
a Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.

Exercisability.  The Rights will not be exercisable until

o    10 days after the public announcement that a person or group has
become an "Acquiring Person" by obtaining beneficial ownership of 15%
or more of our outstanding common stock, or, if earlier,

o    10 business days (or a later date determined by our Board before any
person or group becomes an Acquiring Person) after a person or group
begins a tender or exchange offer which, if completed, would result in
that person or group becoming an Acquiring Person.

C-1

In light of FMC Corporation's substantial ownership position, the
Rights Agreement contains provisions excluding FMC Corporation from the
operation of the adverse terms of the Rights Agreement until the first time it
ceases to beneficially own at least 15% of our outstanding common stock.

We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates that we
will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.

Our Board may reduce the threshold at which a person or group becomes
an Acquiring Person from 15% to not less than 10% of the outstanding common
stock.

Consequences of a Person or Group Becoming an Acquiring Person.

o     Flip In. If a person or group becomes an Acquiring Person, all holders
of Rights except the Acquiring Person may, for $95, purchase shares of
our common stock with a market value of $190, based on the market
price of the common stock prior to such acquisition.

o     Flip Over. If our Company is later acquired in a merger or similar
transaction after the Distribution Date, all holders of Rights except
the Acquiring Person may, for $95, purchase shares of the acquiring
corporation with a market value of $190 based on the market price of
the acquiring corporation's stock, prior to such merger.

Preferred Share Provisions.

Each one one-hundredth of a Preferred Share, if issued:

o    will not be redeemable.

o    will entitle holders to quarterly dividend payments of $.01 per share,
or an amount equal to the dividend paid on one share of common stock,
whichever is greater.

o    will entitle holders upon liquidation either to receive $1 per share
or an amount equal to the payment made on one share of common stock,
whichever is greater.

o    will have the same voting power as one share of common stock.

o    if shares of our common stock are exchanged via merger, consolidation,
or a similar transaction, will entitle holders to a per share payment
equal to the payment made on one share of common stock.

The value of one one-hundredth interest in a Preferred Share should approximate
the value of one share of common stock.

Expiration.  The Rights will expire on June 6, 2011.

C-2

Redemption. Our Board may redeem the Rights for $.01 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.01
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends of our common stock.

Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.

Anti-Dilution Provisions. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.

Amendments. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, our Board may not
amend the Rights Agreement to lower the threshold at which a person or group
becomes an Acquiring Person to below 10% of our outstanding common stock. In
addition, the Board may not cause a person or group to become an Acquiring
Person by lowering this threshold below the percentage interest that such person
or group already owns. After a person or group becomes an Acquiring Person, our
Board may not amend the agreement in a way that adversely affects holders of the
Rights.

C-3

EXHIBIT 5.1

[FMC Technologies, Inc. Letterhead]

June 14, 2001

FMC Technologies, Inc.
200 East Randolph Drive
Chicago, Illinois 60601

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-8 being
filed by FMC Technologies, Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of shares of the Company's Common Stock, $0.01 par value (the
"Common Stock"), and its Preferred Share Purchase Rights (the "Rights") issuable
under the FMC Technologies, Inc. Incentive Compensation and Stock Plan (the
"Plan"). As used in this opinion, the term "Share" means a share of the Common
Stock together with the associated Right. As Deputy General Counsel for the
Company, I am of the opinion that:

1.   The Company is a validly organized and existing corporation 
under the laws of the State of Delaware.

2.   All necessary corporate action has been duly taken to authorize
the establishment of the Plan.

3.   Upon delivery of the Shares to participants in the Plan in
accordance with, and pursuant to the terms of, the Plan, such
Shares will be legally issued, fully paid and nonassessable
Shares.

I am a member of the Bar of the State of Illinois, and I have not
considered, and I express no opinion as to, the laws of any jurisdiction other
than the laws of the United States of America, the State of Illinois and the
General Corporation Law of the State of Delaware.

I hereby consent to the filing of this opinion with the Securities
and Exchange Commission in connection with the filing of the Registration
Statement referred to above. In giving such consent, I do not hereby admit that
I am in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.

Very truly yours,

/s/ Steven H. Shapiro        
------------------------------
Steven H. Shapiro
Vice President, Secretary and
Deputy General Counsel

EXHIBIT 23.1

CONSENT OF KPMG LLP

The Board of Directors
FMC Technologies, Inc.:

We consent to the incorporation by reference in the registration statement on
Form S-8 of FMC Technologies, Inc. of our report dated February 9, 2001 
relating to the combined balance sheets of FMC Technologies, Inc. as of
December 31, 1999 and 2000, and the related combined statements of income,
cash flows, and changes in stockholder's equity for each of the years in the
three-year period ended December 31, 2000, which report appears in the
registration statement on Form S-1 (No. 333-55920) of FMC Technologies, Inc.

/s/ KPMG LLP

Chicago, Illinois
June 13, 2001

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That each person whose signature appears below, as a Director and/or
Officer of FMC Technologies, Inc. (the "Company"), a Delaware corporation with
its general offices in the County of County of Cook, Illinois, does hereby make,
constitute and appoint Randall S. Ellis and Steven H. Shapiro, or any one of
them acting alone, his or her true and lawful attorneys, with full power of
substitution and resubstitution, in his or her name, place and stead, in any and
all capacities, to execute and sign a registration statement or registration
statements on Form S-8 covering the registration of securities of the Company to
be issued under the FMC Technologies, Inc. Incentive Compensation and Stock Plan
as approved by the Board of Directors of the Company; and any amendments or
post-effective amendments to such registration statement or statements and
documents in connection therewith, all to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as they might have done or could do if personally present and
executing any of said documents.

Dated and effective as of the 14th of June, 2001.

/s/ Robert N. Burt                        /s/ Joseph H. Netherland
------------------------------------       -------------------------------------
Robert N. Burt, Chairman and Director      Joseph H. Netherland, Chief Executive
Officer, President and Director

/s/ Mike R. Bowlin                       /s/ B.A. Bridgewater, Jr.
------------------------------------       -------------------------------------
Mike R. Bowlin, Director                   B.A. Bridgewater, Jr., Director

/s/ Asbjorn Larsen                       /s/ Edward J. Mooney
------------------------------------       -------------------------------------
Asbjorn Larsen, Director                   Edward J. Mooney, Director

/s/ William F. Reilly                    /s/ James M. Ringler
------------------------------------       -------------------------------------
William F. Reilly, Director                James M. Ringler, Director

/s/ James R. Thompson                    /s/ William H. Schumann III
------------------------------------       -------------------------------------
James R. Thompson, Director                William H. Schumann III, Senior Vice
President and Chief Financial Officer

/s/ Ronald D. Mambu               
------------------------------------
Ronald D. Mambu,
Vice President and Controller