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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended September 30, 2001

or

[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from     to    .

Commission File Number 1-16489

FMC Technologies, Inc.
(Exact name of registrant as specified in its charter)

Delaware                 36-4412642
(State or other jurisdiction of  (I.R.S. Employer
incorporation or organization)  Identification No.)

200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-6000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [_]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Class                  Outstanding at September 30, 2001
-----                  ---------------------------------
Common Stock, par value $0.01 per share            65,000,000

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PART I--FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED AND COMBINED STATEMENTS OF INCOME (Unaudited)
(In millions, except per share data)

Three Months       Nine Months
Ended             Ended
September 30      September 30
------------   ------------------
2001    2000     2001      2000
------  ------  --------  --------

Revenue................................................................................... $474.0  $452.6  $1,381.5  $1,389.9
Costs and expenses:
Cost of sales or services..............................................................  363.3   345.0   1,065.6   1,053.8
Selling, general and administrative expense............................................   69.5    71.1     214.1     222.9
Research and development expense.......................................................   13.0    11.4      42.0      40.3
Asset impairments (Note 8).............................................................     --      --       1.3       1.5
Restructuring and other charges (Note 8)...............................................    6.3      --      15.5       9.8
------  ------  --------  --------
Total costs and expenses............................................................  452.1   427.5   1,338.5   1,328.3
------  ------  --------  --------
Income before minority interests, interest income, interest expense, income taxes, and the
cumulative effect of a change in accounting principle....................................   21.9    25.1      43.0      61.6
Minority interests........................................................................    0.1      --       0.7      (0.2)
Interest expense..........................................................................    6.2     2.3      10.5       4.1
Interest (income).........................................................................   (1.0)   (0.2)     (2.4)     (1.4)
------  ------  --------  --------
Income before income taxes and the cumulative effect of a change in accounting principle..   16.6    23.0      34.2      59.1
Provision for income taxes................................................................    5.2     6.2      16.2      14.4
------  ------  --------  --------
Income before the cumulative effect of a change in accounting principle...................   11.4    16.8      18.0      44.7
Cumulative effect of a change in accounting principle, net of income taxes (Note 5).......     --      --      (4.7)       --
------  ------  --------  --------
Net income................................................................................ $ 11.4  $ 16.8  $   13.3  $   44.7
======  ======  ========  ========
Pro forma basic earnings per common share:
Income before cumulative effect of a change in accounting principle.................... $ 0.18          $   0.28
Cumulative effect of a change in accounting principle..................................     --             (0.07)
------          --------
Pro forma net earnings per common share................................................... $ 0.18          $   0.21
======          ========
Average number of shares used in pro forma basic earnings per share computation...........   65.0              65.0
======          ========
Pro forma diluted earnings per common share:
Income before cumulative effect of a change in accounting principle.................... $ 0.17          $   0.27
Cumulative effect of a change in accounting principle..................................     --             (0.07)
------          --------
Pro forma net earnings per common share................................................... $ 0.17          $   0.20
======          ========
Average number of shares used in pro forma diluted earnings per share computation.........   66.2              65.8
======          ========

The accompanying notes are an integral part of the consolidated and combined
financial statements.

2

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED AND COMBINED BALANCE SHEETS
(In millions, except share and per share data)

September 30
2001     December 31
(Unaudited)     2000
------------ -----------

ASSETS
Current assets:
Cash and cash equivalents........................................................   $   89.0    $   17.8
Trade receivables, net of allowances of $8.5 in 2001 and $7.2 in 2000............      352.0       328.9
Inventories......................................................................      276.8       254.8
Other current assets.............................................................       76.1        62.0
Deferred income taxes............................................................       28.1        29.8
--------    --------
Total current assets.........................................................      822.0       693.3
Investments......................................................................       27.0        29.9
Property, plant and equipment, net (Note 6)......................................      256.4       257.3
Goodwill and intangible assets...................................................      343.1       373.1
Other assets.....................................................................       29.6        12.0
Deferred income taxes............................................................        9.3         8.1
--------    --------
Total assets..............................................................   $1,487.4    $1,373.7
========    ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt (Note 10)........................................................   $   82.6    $   41.1
Accounts payable, trade and other................................................      329.0       328.3
Accrued and other current liabilities............................................      187.9       153.2
Payable to FMC Corporation, net (Note 2).........................................       32.7          --
Current portion of accrued pension and other postretirement benefits.............       17.5        13.2
Income taxes payable to FMC Corporation..........................................       41.7        34.0
--------    --------
Total current liabilities....................................................      691.4       569.8
Long-term debt (Note 10)............................................................      250.2          --
Accrued pension and other postretirement benefits, less current portion.............       50.6        59.2
Reserve for discontinued operations.................................................       25.7        30.6
Other liabilities...................................................................       78.0        76.0
Minority interests in consolidated companies........................................        3.3         0.5
Stockholders' equity:
Preferred stock, $0.01 par value, authorized 12,000,000 shares; no shares issued
in 2001 or 2000................................................................         --          --
Common stock, $0.01 par value, 195,000,000 and 1,000 shares authorized in
2001 and 2000; 65,000,000 and 1,000 shares issued and outstanding in 2001
and 2000 (Note 12).............................................................        0.7          --
Capital in excess of par value of common stock...................................      509.8          --
Owner's net investment...........................................................         --       752.0
Retained earnings................................................................       20.9          --
Accumulated other comprehensive loss.............................................     (143.2)     (114.4)
--------    --------
Total stockholders' equity...................................................      388.2       637.6
--------    --------
Total liabilities and stockholders' equity................................   $1,487.4    $1,373.7
========    ========

The accompanying notes are an integral part of the consolidated and combined
financial statements.

3

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Unaudited)
(In millions)

Nine Months
Ended September 30
-----------------
2001       2000
------    -------

Cash provided (required) by operating activities of continuing operations:
Income before the cumulative effect of a change in accounting principle..................... $ 18.0    $  44.7
Adjustments to reconcile income before the cumulative effect of a change in accounting
principle to cash provided (required) by operating activities of continuing operations:
Depreciation and amortization...........................................................   42.9       45.6
Asset impairments (Note 8)..............................................................    1.3        1.5
Restructuring and other charges (Note 8)................................................   15.5        9.8
Settlement of derivative contracts......................................................   (3.8)        --
Deferred income taxes...................................................................    0.6        0.7
Other...................................................................................    7.4        6.9
Changes in operating assets and liabilities excluding the effect of acquisitions of businesses:
Trade receivables...........................................................................   (7.1)     (38.0)
Net sale (repurchase) of securitized receivables............................................  (38.0)       1.9
Inventories.................................................................................  (17.6)       9.9
Other current assets and other assets.......................................................  (16.5)     (34.5)
Accounts payable, accrued and other current liabilities and other liabilities...............   16.9     (111.5)
Income taxes payable........................................................................    7.1       14.3
Restructuring reserve.......................................................................  (16.5)      10.8
Accrued pension and other postretirement benefits, net......................................   (9.8)      (5.3)
------    -------
Cash provided (required) by operating activities of continuing operations......................    0.4      (43.2)
------    -------
Cash required by discontinued operations.......................................................   (4.9)      (2.8)
------    -------
Cash provided (required) by investing activities:
Acquisitions of businesses..................................................................   (2.6)     (47.4)
Capital expenditures........................................................................  (39.9)     (28.4)
Proceeds from disposal of property, plant and equipment and sale-leasebacks.................    7.7       22.4
Increase in investments.....................................................................   (1.4)      (8.3)
------    -------
Cash required by investing activities..........................................................  (36.2)     (61.7)
------    -------

(Continued)

4

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Unaudited)--(Continued)
(In millions)

Nine Months
Ended September 30
-----------------
2001     2000
-------   -------

Cash provided (required) by financing activities:
Net increase in short-term debt.......................... $  41.5    $ 58.3
Proceeds from issuance of long-term debt (Note 2)........   250.2        --
Repayments of long-term debt.............................      --      (0.2)
Issuance of common stock (Note 2)........................   207.2        --
Net contributions from FMC Corporation (Note 3)..........    94.6      36.7
Payments to FMC Corporation (Note 2).....................  (480.1)       --
-------   -------
Cash provided by financing activities.......................   113.4      94.8
-------   -------
Effect of exchange rate changes on cash and cash equivalents    (1.5)     (2.4)
-------   -------
Increase (decrease) in cash and cash equivalents............    71.2     (15.3)
Cash and cash equivalents, beginning of period..............    17.8      40.1
-------   -------
Cash and cash equivalents, end of period.................... $  89.0    $ 24.8
=======   =======

Supplemental disclosure of cash flow information:

Cash paid for interest was $11.5 million and $5.6 million, and net cash paid
(refunded) for income taxes was $3.9 million and $(3.5) million for the
nine-month periods ended September 30, 2001 and 2000, respectively.

The accompanying notes are an integral part of the consolidated and combined
financial statements.

5

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)

Accumulated
Capital            Owner's        other
Common in excess Retained    net      comprehensive   Comprehensive
stock   of par   earnings investment earnings (loss) earnings (loss)
------ --------- -------- ---------- --------------- ---------------
(In millions)

Balance at December 31, 1999.........................  $ --   $   --    $  --    $ 802.0       $ (79.8)
Net income...........................................    --       --       --        9.6            --         $  9.6
Foreign currency translation adjustment..............    --       --       --         --          (8.0)          (8.0)
Contribution from owner (Note 3).....................    --       --       --       30.0            --             --
----   ------    -----    -------       -------         ------
$  1.6
======
Balance at March 31, 2000............................    --       --       --      841.6         (87.8)
Net income...........................................    --       --       --       18.3            --         $ 18.3
Foreign currency translation adjustment..............    --       --       --         --         (10.5)         (10.5)
Distribution to owner (Note 3).......................    --       --       --      (22.4)           --             --
----   ------    -----    -------       -------         ------
$  7.8
======
Balance at June 30, 2000.............................             --       --      837.5         (98.3)
Net income...........................................    --       --       --       16.8            --         $ 16.8
Foreign currency translation adjustment..............    --       --       --         --         (16.1)         (16.1)
Contribution from owner (Note 3).....................    --       --       --       29.1            --             --
----   ------    -----    -------       -------         ------
$  0.7
======
Balance at September 30, 2000........................    --   $   --    $  --    $ 883.4       $(114.4)
====   ======    =====    =======       =======

Balance at December 31, 2000.........................  $ --   $   --    $  --    $ 752.0       $(114.4)
Net loss.............................................    --       --       --       (8.3)           --         $ (8.3)
Foreign currency translation adjustment..............    --       --       --         --          (9.9)          (9.9)
Contribution from owner (Note 3).....................    --       --       --       35.5            --             --
Net deferral of hedging losses.......................    --       --       --         --          (1.3)          (1.3)
Cumulative effect of a change in accounting principle
(Note 5)...........................................    --       --       --         --          (1.3)          (1.3)
----   ------    -----    -------       -------         ------
$(20.8)
======
Balance at March 31, 2001............................    --       --       --      779.2        (126.9)
Net income (Note 3)..................................    --       --      9.5        0.7                       $ 10.2
Issuance of common stock to FMC Corporation (Note
12)................................................   0.6    297.8       --     (298.4)           --             --
Sale of common stock to public (Note 2)..............   0.1    207.1       --         --            --             --
Return of capital to FMC Corporation (Note 2)........    --       --       --     (488.1)           --             --
Accrual of additional payment to FMC Corporation
(Note 2)...........................................    --       --       --      (35.7)           --             --
Foreign currency translation adjustment..............    --       --       --         --         (23.6)         (23.6)
Contribution from owner (Note 3).....................    --       --       --       42.3            --             --
Net deferral of hedging losses.......................    --       --       --         --          (2.8)          (2.8)
----   ------    -----    -------       -------         ------
$(16.2)
======
Balance at June 30, 2001.............................   0.7    504.9      9.5         --        (153.3)
Net income (Note 3)..................................    --              11.4         --                       $ 11.4
Additional capital contributed by FMC Corporation....    --      4.9       --         --            --             --
Foreign currency translation adjustment..............    --       --       --         --           6.4            6.4
Net deferral of hedging losses.......................    --       --       --         --           3.7            3.7
----   ------    -----    -------       -------         ------
$ 21.5
======
Balance at September 30, 2001........................  $0.7   $509.8    $20.9    $    --       $(143.2)
====   ======    =====    =======       =======

The accompanying notes are an integral part of the consolidated and combined
financial statements.

6

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited)

Note 1: Nature of Organization and Business

On October 31, 2000, FMC Corporation (FMC) announced its intention to
reorganize its Energy Systems and Food and Transportation Systems businesses as
a new company, FMC Technologies, Inc. (FMC Technologies or the Company), and to
sell up to 19.9% of FMC Technologies' common stock by means of an initial
public offering. On June 14, 2001, FMC Technologies made an initial public
offering of 17.0% of FMC Technologies' common stock. FMC Corporation further
advised FMC Technologies that it plans to distribute its remaining holdings in
FMC Technologies to FMC's shareholders in a tax-free transaction by the end of
calendar year 2001.

FMC Technologies was incorporated in Delaware on November 13, 2000 and is
currently an 83.0%-owned subsidiary of FMC Corporation. FMC Technologies
designs, manufactures and services technologically sophisticated systems and
products for its customers through its Energy Production Systems, Energy
Processing Systems, FoodTech and Airport Systems segments. Energy Production
Systems is a leading supplier of systems and services used in the offshore,
particularly deepwater, exploration and production of crude oil and natural
gas. Energy Processing Systems is a leading provider of specialized systems and
products to customers involved in the production, transportation and processing
of crude oil, natural gas and refined petroleum-based products. FoodTech is a
leading supplier of technologically sophisticated food handling and processing
systems and products to industrial food processing companies. Airport Systems
provides technologically advanced equipment and services for airlines,
airports, air freight companies and the U.S. military.

Note 2: Formation Transactions

Through May 31, 2001, FMC Corporation operated the businesses of FMC
Technologies as internal units of FMC Corporation through various divisions and
subsidiaries, or through investments in unconsolidated affiliates. On June 1,
2001, FMC Corporation contributed to the Company substantially all of the
assets and liabilities of, and its interests in, the businesses included in
these consolidated and combined financial statements, with the remainder
transferred, or to be transferred, shortly thereafter.

On June 4, 2001, FMC Technologies borrowed $280.9 million under two
revolving debt agreements (Note 10), and on June 19, 2001, FMC Technologies
received proceeds of $207.2 million from an initial public offering of 17% of
its common stock. Under the terms of the Separation and Distribution Agreement
(the SDA) between FMC Corporation and FMC Technologies, in exchange for the
assets contributed by FMC Corporation to FMC Technologies, FMC Technologies
remitted $480.1 million of the proceeds of the debt and equity financings to
FMC Corporation in June 2001, and retained $8.0 million of proceeds to cover
the estimated expenses of the initial public offering (which will be adjusted
to reflect actual expenses at a later date).

FMC Technologies expects to pay an additional $32.7 million to FMC
Corporation, which has been accrued as of September 30, 2001. This additional
payment incorporates a "true-up" under the terms of the SDA. The "true-up"
calculation assumes that FMC Technologies was operating as an independent
entity beginning January 1, 2001 and that the Company had debt, net of cash, on
January 1, 2001 of $300.5 million after repurchasing $38.0 million of accounts
receivable previously sold in connection with FMC's accounts receivable
financing program. After remitting the "true-up" payment to FMC, the Company's
debt, net of cash, will be the same as if the Company had been operating
independently since January 1, 2001 and had transferred to FMC the net proceeds
of the initial public offering.

The Company's obligation relating to the true up is included in the line
item, Payable to FMC Corporation, net, on the September 30, 2001 balance sheet
and is shown net of receivables of $23.1 million from FMC Corporation relating
to other intercompany transactions.

7

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited)--(Continued)

Note 3: Basis of Presentation

The Company's financial statements prior to January 1, 2001, reflect the
combined results of our businesses. The Company's financial statements for all
periods in 2001 are presented on a consolidated basis as if our net assets had
been contributed, and our 65 million capital shares had been outstanding since
January 1, 2001. Our capital structure in 2000 (Note 12) was not indicative of
our new capital structure (subsequent to the transactions discussed in Note 2)
and, accordingly, historical earnings per share information has not been
presented for any periods in 2000.

FMC Technologies' combined financial statements for periods prior to June 1,
2001, were carved out from the consolidated financial statements of FMC
Corporation using the historical results of operations and bases of the assets
and liabilities of the transferred businesses, and give effect to certain
allocations of expenses from FMC Corporation. Such expenses represent costs
related to general and administrative services that FMC Corporation has
provided to FMC Technologies, including accounting, treasury, tax, legal, human
resources, information technology and other corporate and infrastructure
services. The costs of these services have been allocated to FMC Technologies
and included in the Company's combined financial statements based upon the
relative levels of use of those services. The expense allocations have been
determined on the basis of assumptions and estimates that management believes
to be a reasonable reflection of FMC Technologies' utilization of those
services. These allocations and estimates, however, are not necessarily
indicative of the costs and expenses that would have resulted if FMC
Technologies had operated as a separate entity in the past, or of the costs the
Company may incur in the future.

The financial statements of FMC Technologies for all periods prior to June
1, 2001 included herein reflect the combined results of the businesses as if
they had been contributed to the Company for all periods. Subsequent to the
contribution, all of the businesses included in these combined financial
statements became consolidated subsidiaries or divisions of the Company or
investments of the Company or its subsidiaries.

Prior to June 1, 2001, the Company's cash resources were managed under a
centralized system wherein receipts were deposited to the corporate accounts of
FMC Corporation and disbursements were centrally funded. Accordingly,
settlement of certain assets and liabilities arising from common services or
activities provided by FMC Corporation and certain related-party transactions
were reflected as net equity contributions from or distributions to FMC
Corporation through May 31, 2001. Beginning June 1, 2001, the Company began
retaining its own earnings and generally began managing its cash separately
from FMC Corporation.

The combined financial statements do not necessarily reflect the debt or
interest expense FMC Technologies would have incurred if it had been a
stand-alone entity. In addition, the combined financial statements may not be
indicative of the Company's combined financial position, operating results or
cash flows in the future or what the Company's financial position, operating
results and cash flows would have been had FMC Technologies been a separate,
stand-alone entity during all periods presented.

Note 4: Financial Information and Accounting Policies

The consolidated balance sheet of FMC Technologies as of September 30, 2001,
the related consolidated statements of income, cash flows and changes in
stockholders' equity for the interim periods ended September 30, 2001, and the
combined statements of income, cash flows and stockholders' equity for the
interim periods ended September 30, 2000 have been reviewed by FMC
Technologies' independent accountants. The review is described more fully in
their report included herein. In the opinion of management, these consolidated
and combined financial statements have been prepared in conformity with
accounting principles generally accepted in the United States applicable to
interim period financial statements and reflect all adjustments necessary for a

8

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited)--(Continued)

fair statement of the Company's results of operations, cash flows and changes
in stockholders' equity for the interim periods ended September 30, 2001 and
2000 and of its financial position as of September 30, 2001 on the basis
described in Note 3. All such adjustments are of a normal recurring nature. The
results of operations for the three-month and nine-month periods ended
September 30, 2001 and 2000 are not necessarily predictive of the results of
operations for the full year.

The Company's accounting policies as of September 30, 2001 are set forth in
Note 3 to the Company's combined December 31, 2000 financial statements, which
are included in the Company's Registration Statement on Form S-1, as amended.

Note 5: Derivative Financial Instruments

On January 1, 2001, the Company implemented, on a prospective basis,
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and
SFAS No. 138 (collectively, the Statement). The Statement requires us to
recognize all derivatives in the consolidated balance sheets at fair value,
with changes in the fair value of derivative instruments to be recorded in
current earnings or deferred in other comprehensive income, depending on
whether a derivative is designated as and is effective as a hedge and on the
type of hedging transaction. In accordance with the provisions of the
Statement, we recorded a first quarter 2001 loss from the cumulative effect of
a change in accounting principle of $4.7 million, net of an income tax benefit
of $3.0 million, in the consolidated statements of income, and a deferred loss
of $1.3 million, net of an income tax benefit of $0.9 million, in accumulated
other comprehensive loss. The 2001 cash outflow related to contracts settled as
a result of the adoption of SFAS No. 133 of $3.8 million is reported separately
in the consolidated statements of cash flows.

Gains and losses representing hedge ineffectiveness and the portion of
derivative gains or losses excluded from assessments of hedge effectiveness
related to the Company's outstanding cash flow hedges, were recorded in
earnings and amounted to less than $0.1 million during the nine months and
quarter ended September 30, 2001. At September 30, 2001, the net deferred
hedging loss in accumulated other comprehensive loss was $1.7 million after
tax, of which approximately $0.6 million of net after-tax gains are expected to
be recognized in earnings during the twelve months ending September 30, 2002,
at the time the underlying hedged transactions are realized, and of which net
losses of $2.3 million are expected to be recognized at various times
subsequent to September 30, 2002 and continuing through November 30, 2009.

Note 6: Property, Plant and Equipment

Property, plant and equipment comprised the following, in millions:

September
2001     December 31,
(Unaudited)     2001
----------- ------------

Property, plant and equipment, at cost   $ 601.4     $ 584.1
Accumulated depreciation..............    (345.0)     (326.8)
-------     -------
Net property, plant and equipment.....   $ 256.4     $ 257.3
=======     =======

Note 7: Business Combinations and Divestitures

On February 16, 2000, the Company acquired York International Corporation's
Northfield Freezing Systems Group (Northfield) for $39.8 million in cash and
the assumption of certain liabilities. Northfield, headquartered in Northfield,
MN, is a manufacturer of freezers, coolers and dehydrators for the industrial
food processing industry. The Company has recorded goodwill (to be amortized
over 40 years) and other intangible assets totaling $41.6 million relating to
the acquisition. Northfield's operations are included in the FoodTech segment.

9

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited)--(Continued)

The Company also completed several smaller acquisitions, divestitures and
joint venture investments during the nine months ended September 30, 2001 and
2000.

Note 8: Asset Impairments and Restructuring and Other Charges

In the third quarter of 2001, FMC Technologies recorded restructuring and
tax charges of $6.3 million ($5.3 million after tax). The charges included $8.3
million of new reserves related to approximately 275 personnel reductions in
certain FoodTech, Airport Systems and Energy Systems operations; a reduction of
$2.0 million in certain specific reserves recorded in the first quarter of 2001
reflecting both favorable changes in the underlying businesses and adjustments
to cost estimates; and a non-recurring income tax charge of $1.4 million
related to the reorganization of the company's and FMC's worldwide entities in
anticipation of the separation of the Company from FMC.

In the first quarter of 2001, FMC Technologies recorded asset impairment and
restructuring and tax charges of $10.5 million ($9.8 million after tax). An
asset impairment of $1.3 million was required to write off goodwill associated
with a small FoodTech product line, which the Company does not intend to
develop further. Restructuring charges were $9.2 million, of which $5.2 million
related to planned reductions in force of 91 individuals in the Energy
Processing Systems businesses, $2.5 million related to planned reductions in
force of 72 positions in the FoodTech businesses, and $1.5 million related to a
planned plant closing and restructuring of an Airport Systems facility,
including 73 planned workforce reductions. In addition, a non-recurring income
tax charge of $3.3 million was recognized in connection with the repatriation
of cash from certain non-U.S. entities in anticipation of the separation of the
Company from FMC.

During the nine months ended September 30, 2001, restructuring spending
relating to 2001 programs amounted to $9.0 million. Remaining reserves at
September 30, 2001 totaled $6.5 million, with 215 remaining reductions in force
expected to occur before June 30, 2002.

In the second quarter of 2000, FMC Technologies recorded asset impairments
and restructuring and other non-recurring charges totaling $11.3 million before
taxes ($6.9 million after tax). Asset impairments of $1.5 million were required
to write down certain Energy Production Systems equipment, as estimated future
cash flows attributed to these assets indicated that an impairment of the
assets had occurred. Restructuring and other non-recurring charges were $9.8
million, of which $8.0 million resulted primarily from strategic decisions to
restructure certain FoodTech operations, and included planned reductions in
force of 236 individuals. Restructuring charges of $1.4 million at Energy
Production Systems included severance costs related to planned reductions in
force of 68 individuals as a result of the delay in orders received from oil
and gas companies for major systems. Restructuring charges of $0.4 million
related to a corporate reduction in force.

Restructuring spending under the 2000 programs totaled $7.0 million in 2000
and $3.0 million in 2001, and all programs were substantially completed by
March 31, 2001. The additional required charge of $0.2 million for these
programs was included in restructuring costs recognized in the first quarter of
2001.

Note 9: Inventories

Inventories consisted of the following:

September 30, December 31,
2001          2000
------------- ------------
(In millions)                                                   (Unaudited)

Raw materials and purchased parts.............................    $102.0       $ 112.0
Work in progress..............................................     110.2         120.8
Manufactured parts and finished goods.........................     162.2         124.6
------       -------
Gross inventory before valuation adjustments and LIFO reserves     374.4         357.4
Valuation adjustments and LIFO reserves.......................     (97.6)       (102.6)
------       -------
Net inventory.................................................    $276.8       $ 254.8
======       =======

10

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited)--(Continued)

Note 10: Debt

Because FMC Corporation has historically funded most of its businesses
centrally, third-party debt and cash for operating companies was minimal prior
to June 2001 and is not necessarily representative of what the Company's actual
debt balances would have been had the Company been a separate, stand-alone
entity.

In June 2001, the Company entered into a $250 million five-year credit
agreement and a $150 million 364-day revolving credit facility. Among other
restrictions, the credit agreements contain covenants relating to tangible net
worth and debt to earnings and interest coverage ratios (as defined in the
agreements). The Company is in compliance with all debt covenants at September
30, 2001. At September 30, 2001, long-term debt of $250.2 million consisted of
$250.0 million in borrowings against the five-year facility and $0.2 million of
foreign borrowings.

The Company has entered into interest rate swap agreements related to $150.0
million of the long-term borrowings to fix the interest rate thereon at 5.37
percent. The balance of the long-term debt bears interest at a floating rate of
LIBOR plus 100 basis points.

At September 30, 2001, short-term debt included $38.9 million of borrowings
under the 364-day facility, $15.0 million of borrowings from an uncommitted
domestic daily credit facility, $7.4 million of third-party debt of FMC
Technologies' foreign operations and $21.3 million of borrowings from MODEC
International LLC, a 37.5%-owned joint venture. Interest on the domestic
short-term debt was at floating rates ranging from 4.2% to 6.0% at September
30, 2001.

At December 31, 2000 short-term debt was comprised of third-party debt of
FMC Technologies' foreign operations and borrowings from MODEC International
LLC, amounting to $14.0 million and $26.9 million, respectively.

Note 11: Income Taxes

The Company's income tax provision for the three and nine months ended
September 30, 2001, respectively, includes non-recurring charges of $1.4
million and $8.9 million related to the reorganization of FMC Corporation's
worldwide entities and repatriation of a portion of FMC Technologies' foreign
earnings in preparation for the Company's separation from FMC Corporation.

The operating results of FMC Technologies have been included in FMC
Corporation's U.S. consolidated income tax returns and the state and foreign
tax returns of FMC Corporation and its domestic affiliates. In certain
instances, income of domestic subsidiaries of FMC Technologies is reported on
separate state income tax returns of the domestic subsidiaries. In addition,
operating results of foreign operations of FMC Technologies have been included
in the tax returns of foreign affiliates of FMC Corporation. As long as FMC
Corporation continues to own at least 80% of the voting power and value of FMC
Technologies' outstanding capital stock, FMC Technologies will continue to be
included in the U.S. consolidated income tax returns of FMC Corporation and
certain state and foreign income tax returns of FMC Corporation and its
affiliates.

The provision for income taxes in FMC Technologies' consolidated and
combined financial statements has been prepared as if FMC Technologies were a
stand-alone entity and filed separate tax returns. Substantially all of the
Company's current domestic tax liability at September 30, 2001 and December 31,
2000 is payable to FMC under the terms of a tax sharing agreement between FMC
Technologies and FMC.

Note 12: Capital Stock

At December 31, 2000, our capital stock consisted of 1,000 authorized,
issued and outstanding shares of $0.01 par common stock, all of which was owned
by FMC Corporation. At September 30, 2001, our capital stock consisted of
195,000,000 authorized shares of $0.01 par common stock and 12,000,000 shares
of undesignated

11

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited)--(Continued)

$0.01 par preferred stock. At September 30, 2001, 65,000,000 common shares were
issued and outstanding, 83.0 percent of which were owned by FMC Corporation and
17.0 percent of which were sold in an initial public offering, which closed on
June 19, 2001. No preferred shares were outstanding as of September 30, 2001.

Our common stock is traded on the New York Stock Exchange.

Note 13: Commitments and Contingent Liabilities

The Company has certain contingent liabilities arising from litigation,
claims, performance guarantees, leases, and other commitments incident to the
ordinary course of business. Management believes that the ultimate resolution
of these known contingencies will not materially affect the Company's
consolidated financial position, results of operations or cash flows.

Note 14: Business Segment Information

Three Months        Nine Months
Ended September 30 Ended September 30
-----------------  ------------------
2001      2000     2001      2000
------     ------  --------  --------
(in millions)

Revenue
Energy Production Systems........... $176.1     $150.8  $  506.5  $  498.3
Energy Processing Systems...........   95.5       93.7     282.0     258.3
Eliminations........................   (0.1)      (0.6)     (0.4)     (0.9)
------     ------  --------  --------
Subtotal Energy Systems.............  271.5      243.9     788.1     755.7
FoodTech............................  127.6      144.6     368.7     442.1
Airport Systems.....................   77.6       65.0     232.3     193.6
Eliminations........................   (2.7)      (0.9)     (7.6)     (1.5)
------     ------  --------  --------
$474.0     $452.6  $1,381.5  $1,389.9
======     ======  ========  ========
Income before income taxes and
cumulative effect of a change in
accounting principle
Energy Production Systems........... $ 12.2     $ 11.8  $   25.8  $   34.9
Energy Processing Systems...........    8.2        5.9      16.9      14.2
------     ------  --------  --------
Subtotal Energy Systems.............   20.4       17.7      42.7      49.1
FoodTech............................   10.2       10.0      25.0      38.1
Airport Systems.....................    6.7        4.6      17.7      11.5
------     ------  --------  --------
Segment operating profit............   37.3       32.3      85.4      98.7
Corporate...........................   (7.8)      (8.4)    (24.2)    (25.2)
Other income and (expense), net.....   (1.4)       1.2      (2.1)     (0.4)
------     ------  --------  --------
Operating profit before asset
impairments, restructuring and other
charges, net interest expense, and
the cumulative effect of a change in
accounting principle.................   28.1       25.1      59.1      73.1
Asset impairments (a)...............     --         --      (1.3)     (1.5)
Restructuring and other charges (b).   (6.3)        --     (15.5)     (9.8)
Net interest expense................   (5.2)      (2.1)     (8.1)     (2.7)
------     ------  --------  --------
Income before income taxes and the
cumulative effect of a change in
accounting principle................. $ 16.6     $ 23.0  $   34.2  $   59.1
======     ======  ========  ========

12

FMC TECHNOLOGIES, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited)--(Continued)

--------
(a) The asset impairment in 2001 relates to FoodTech. The asset impairments in
2000 relate to Energy Production Systems.
(b) Restructuring and other charges for the three months ended September 30,
2001 relate to FoodTech ($2.7 million), Airport Systems ($2.2 million),
Energy Production Systems ($1.1 million), Corporate ($0.4 million), and
Energy Processing Systems (($0.1) million). Restructuring and other charges
for the nine months ended September 30, 2001 relate to FoodTech ($5.2
million), Energy Processing Systems ($5.1 million), Airport Systems ($3.7
million), Energy Production Systems ($1.1 million), and Corporate ($0.4
million). Restructuring and other charges in 2000 relate to FoodTech ($8.0
million), Energy Production Systems ($1.4 million), and Corporate ($0.4
million).

A description of the Company's segment determination, composition and
presentation is included in Notes 3 and 15 to the Company's December 31, 2000
combined financial statements included in the Company's Registration Statement
on Form S-1, as amended.

Business segment results are presented net of minority interests, reflecting
only FMC Technologies' share of earnings. Minority interests for the periods
ended September 30, 2001 and 2000 were not significant. The corporate line
primarily includes staff expenses, and other income and expense, net, consists
of all other corporate items, including LIFO inventory adjustments, certain
components of employee benefit plan cost or benefit and certain foreign
exchange gains or losses.

13

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD-LOOKING STATEMENTS--SAFE HARBOR PROVISIONS

Item 2 of this report contains certain forward-looking statements that are
based on management's current views and assumptions regarding future events,
future business conditions and our outlook for the Company based on currently
available information.

Whenever possible, we have identified these forward-looking statements by
such words or phrases as "will likely result", "is confident that", "expects",
"should", "could", "may", "will continue to", "believes", "anticipates",
"predicts", "forecasts", "estimates", "projects", "potential", "intends" or
similar expressions identifying "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995, including the negative
of those words or phrases. Such forward-looking statements are based on
management's current views and assumptions regarding future events, future
business conditions and the outlook for the Company based on currently
available information. The forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those expressed in, or implied by, these statements. These statements are
qualified by reference to the sections entitled "Risk Factors" and "Cautionary
Statement Regarding Forward-Looking Information" in the Company's Registration
Statement on Form S-1, as amended. We wish to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made.

We caution that the referenced list of factors may not be all-inclusive, and
we specifically decline to undertake any obligation to publicly revise any
forward-looking statements that have been made to reflect events or
circumstances after the date of such statements, or to reflect the occurrence
of anticipated or unanticipated events.

LIQUIDITY AND CAPITAL RESOURCES

We had cash and cash equivalents at September 30, 2001 and December 31, 2000
of $89.0 million and $17.8 million, respectively. The increase in cash and cash
equivalents reflects higher foreign cash balances at September 30, 2001, which
we will use to reduce debt in the fourth quarter of 2001.

Cash provided by operating activities of continuing operations was $0.4
million for the first nine months of 2001, while cash required by operating
activities of continuing operations was $43.2 million for the first nine months
of 2000.

Operating working capital, which excludes cash and cash equivalents,
short-term debt, income tax balances, the effect of the Company's sale of
accounts receivable at December 31, 2000 and the payable to FMC Corporation,
net, at September 30, 2001, decreased, $18.5 million from $189.0 million at
December 31, 2000 to $170.5 at September 30, 2001. Our working capital balances
vary significantly depending on the payment terms and timing of delivery on key
contracts, particularly for Energy Production Systems' customers. Operating
working capital decreased during 2001 due primarily to an increase in advance
payments received from Energy Processing Systems' customers.

As part of FMC Corporation, we participated in a financing facility under
which accounts receivable were sold without recourse through FMC Corporation's
wholly owned, bankruptcy remote subsidiary. This resulted in a reduction of
accounts receivable of $38.0 million on our combined balance sheet at December
31, 2000. During the nine months ended September 30, 2001, we ceased our
participation in this program, the net effect of which was an increase of $38.0
million of accounts receivable and a corresponding increase in debt.

Cash required by investing activities was $36.2 million and $61.7 million
for the nine months ended September 30, 2001 and 2000, respectively. Higher
capital expenditures in 2001 related primarily to investment in equipment for
the light well intervention program.

14

In 2000, we acquired Northfield Freezing Equipment for $39.8 million in cash
and the assumption of liabilities. We routinely evaluate potential
acquisitions, divestitures and joint ventures in the ordinary course of
business.

Also during 2000, as part of FMC Corporation, we entered into agreements for
the sale and leaseback of $13.7 million of equipment and received net proceeds
of $22.4 million in connection with the transaction. A non-amortizing deferred
credit was recorded in conjunction with the transaction. Credits recorded in
conjunction with sale-leaseback transactions are included in other long-term
liabilities and totaled $31.8 million at September 30, 2001 and December 31,
2000.

Total borrowings, excluding our obligation to FMC Corporation of $32.7
million, net, were $332.9 million at September 30, 2001, while total borrowings
were $41.1 million at December 31, 2000. FMC Corporation funded most of its
businesses centrally; consequently, our borrowings and cash balances prior to
June 2001 are not necessarily representative of what our actual balances would
have been had we been a separate stand-alone entity.

Proceeds from the issuance of common stock in conjunction with our initial
public offering were $207.2 million, and we retained $8.0 million to cover
expenses which will be adjusted to reflect actual costs and satisfied through a
cash settlement with FMC Corporation at a future date. Net proceeds of $199.2
million were distributed to FMC Corporation.

On June 4, 2001, we borrowed $280.9 million, which we also distributed to
FMC Corporation. This borrowing was subject to adjustment after the initial
public offering of our common stock to reflect our actual net cash. This
borrowing carries an effective interest rate of 100 basis points above the
one-month London Interbank Offered Rate. We also entered into interest rate
swap agreements related to $150.0 million of the long-term amount borrowed to
fix the effective interest rate thereon at an average rate of 5.37%.

Currently, our committed credit consists of two revolving credit facilities:
a $250 million five-year credit agreement and a $150 million 364-day revolving
credit facility. Among other restrictions, the credit agreements contain
covenants relating to tangible net worth, and debt to earnings and interest
coverage ratios (as defined in the agreements). The Company is in compliance
with all debt covenants at September 30, 2001.

We expect to meet our operating needs, fund capital expenditures and
potential acquisitions and meet debt service requirements through cash
generated from operations and the credit facilities discussed above. As noted
previously, we have discontinued selling accounts receivable with the result
being a corresponding increase in debt. Capital spending is forecast to be
approximately $55 to $58 million for 2001, compared with $43.1 million in 2000.

The Company's accumulated other comprehensive loss increased from $114.4
million at December 31, 2000 to $143.2 million at September 30, 2001, as a
result of increased cumulative foreign currency translation losses of $27.1
million primarily reflecting the translation impact of the Brazilian real and
the Swedish krona against the U.S. dollar. In addition, net losses of $1.7
million, primarily from foreign exchange forward contracts, were deferred under
SFAS No. 133.

DERIVATIVE FINANCIAL INSTRUMENTS AND MARKET RISKS

We are subject to financial market risks, including fluctuations in currency
exchange rates. In managing our exposure to these risks, we may use derivative
financial instruments in accordance with established policies and procedures.
We do not use derivative financial instruments for trading purposes. At
September 30, 2001 and December 31, 2000, our derivative holdings consisted
primarily of foreign currency forward contracts and interest rate swap
agreements.

15

When our operations sell or purchase products or services, transactions are
frequently denominated in currencies other than the particular operation's
functional currency. We mitigate our exposure to variability in currency
exchange rates when possible through the use of natural hedges, whereby
purchases and sales in the same foreign currency and with similar maturity
dates offset one another. Additionally, we initiate hedging activities,
generally by entering into foreign exchange forward contracts with third
parties, when natural hedges are not feasible. The maturity dates and
currencies of the exchange agreements that provide hedge coverage are
synchronized with those of the underlying purchase or sales commitments, and
the amount of hedge coverage related to each underlying transaction does not
exceed the amount of the underlying purchase or sales commitment.

To monitor our currency exchange rate risks, we use a sensitivity analysis,
which measures the impact on earnings of an immediate 10% depreciation or
appreciation in value in the foreign currencies to which we have exposure. This
calculation assumes that each exchange rate would change in the same direction
relative to the U.S. dollar. Based on the sensitivity analysis at September 30,
2001, such a fluctuation in currency exchange rates in the near term would not
materially affect our consolidated operating results, financial position or
cash flows. We believe that our hedging activities have been effective in
reducing our risks related to historical currency exchange rate fluctuations.

Our debt instruments subject us to the risk of loss associated with
movements in interest rates. We may from time to time enter into arrangements
to manage or mitigate interest rate risk utilizing derivative financial
instruments. We currently have in place three interest rate swaps with a total
notional amount of $150.0 million, which fix the interest rate on a portion of
our long-term debt.

NEW ACCOUNTING PRONOUNCEMENTS

In June of 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for
Asset Retirement Obligations," which addresses the accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
associated asset retirement costs. The statement will be effective beginning
January 1, 2003. In August of 2001, the FASB issued SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets." This statement supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting the
Results of Operations--Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," for the disposal of a segment of a business (as previously
defined in that Opinion). SFAS No. 144 is effective beginning January 1, 2002.
The Company has not yet determined the impact of adopting SFAS Nos. 143 and 144.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and No.
142, "Goodwill and Other Intangible Assets." The standards collectively provide
new guidance for the recognition, amortization and continuing valuation of
goodwill and other intangible assets acquired in a business combination, and
SFAS No. 141 prohibits the use of the pooling of interests method of accounting
for a business combination. We do not expect the adoption of SFAS No. 141 to
have an impact on our historical financial statements. We have not yet
determined the full impact of the adoption of SFAS No. 142, which must be
applied beginning January 1, 2002.

RESULTS OF OPERATIONS

Industry segment financial data is included in Note 14 to the Company's
September 30, 2001 consolidated financial statements.

16

Three Months Ended September 30, 2001 Compared With
Three Months Ended September 30, 2000

Overview. Our profit for the three months ended September 30, 2001 before
significant non-recurring items was $22.9 million before tax ($16.7 million
after tax) compared with profit for the three months ended September 30, 2000
of $23.0 million before tax ($16.8 million after tax). Significant
non-recurring items in the third quarter of 2001 consisted of restructuring and
other charges totaling $6.3 million ($3.9 after tax) and a $1.4 million charge
related to certain tax liabilities associated with the Company's separation
from FMC Corporation.

Revenue. Our total revenue for the three months ended September 30, 2001
increased $21.4 million, or 4.7%, to $474.0 million, compared to $452.6 million
for the three months ended September 30, 2000. Higher revenue from Energy
Production Systems and Airport Systems was partially offset by lower revenue
from FoodTech.

Energy Production Systems' revenue in the third quarter of 2001 increased
$25.3 million, or 16.8%, to $176.1 million, from $150.8 million in the third
quarter of 2000. Increased revenue for Energy Production Systems in the three
months ended September 30, 2001 was primarily the result of increased sales of
surface wellhead equipment and subsea systems.

Energy Processing Systems' revenue in the third quarter of 2001 increased
$1.8 million, or 1.9%, to $95.5 million from $93.7 million in the third quarter
of 2000. Increased revenue for Energy Processing Systems in the three months
ended September 30, 2001 was primarily the result of increased sales of fluid
control equipment and, to a lesser extent, measurement solutions. This was
offset in large part by lower sales of blending and transfer equipment.
Increased revenues for fluid control equipment reflected higher volumes and, to
a lesser extent, improved pricing.

FoodTech's revenue in the third quarter of 2001 decreased $17.0 million, or
11.8%, to $127.6 million, from $144.6 million in the third quarter of 2000.
Decreased revenue for FoodTech in the three months ended September 30, 2001 was
primarily the result of lower volumes of freezing systems and poultry
processing equipment, resulting from customers' decisions to delay capital
spending projects.

Airport Systems' revenue in the third quarter of 2001 increased $12.6
million, or 19.4%, to $77.6 million, from $65.0 million in the third quarter of
2000. Increased revenue for Airport Systems in the three months ended September
30, 2001 was the result of an increase in sales of airport ground support
equipment, primarily higher volumes of cargo loaders to the air freight market
and additional revenue from the program to provide Halvorsen Loaders (formerly
known as Next Generation Small Loaders) to the U.S. Air Force.

Segment operating profit. Total segment operating profit increased $5.0
million, or 15.5%, to $37.3 million in the three months ended September 30,
2001 from $32.3 million in the three months ended September 30, 2000.

Energy Production Systems' operating profit in the third quarter of 2001
increased $0.4 million, or 3.4%, to $12.2 million from $11.8 million in the
third quarter of 2000. Energy Production Systems' higher operating profit in
the third quarter of 2001 was primarily the result of improved volumes for
surface wellhead equipment, partially offset by lower margins for certain
equipment, the latter reflecting the timing of projects.

Energy Processing Systems' operating profit in the third quarter of 2001
increased $2.3 million, or 39.0%, to $8.2 million from $5.9 million in the
third quarter of 2000. Energy Processing Systems' higher operating profit in
the third quarter of 2001 reflected improvements in the measurement solutions
and loading systems businesses that were, in part, the result of restructuring
actions implemented during the first quarter of 2001. In addition, fluid
control contributed to improved profitability.

17

FoodTech's operating profit in the third quarter of 2001 increased $0.2
million, or 2.0%, to $10.2 million from $10.0 million in the third quarter of
2000. FoodTech's operating profit increased in the third quarter of 2001,
primarily as a result of restructuring activities initiated in 2000, partly
offset by the effect of lower revenues.

Airport Systems' operating profit in the third quarter of 2001 increased
$2.1 million, or 45.7%, to $6.7 million from $4.6 million in the third quarter
of 2000. Airport Systems' operating profit increased in the third quarter of
2001, primarily as a result of favorable margins and higher volumes for ground
support equipment, partly offset by the effect of reduced profits in the Jetway
business.

Corporate expenses. Corporate expenses decreased by $0.6 million, or 7.1%,
from $8.4 million for the three months ended September 30, 2000 to $7.8 million
for the three months ended September 30, 2001.

Other income and expense, net. Other income and expense, net, for the three
months ended September 30, 2001 and 2000 amounted to $1.4 million expense
compared with $1.2 million income, respectively. When compared with 2000, the
decrease in income in 2001 was the result of an increase in noncash pension and
restricted stock-related expense. The incremental expense related to restricted
stock was $2.1 million during the three months ended September 30, 2001.

Asset impairments and restructuring and other charges. In the third quarter
of 2001, we recorded restructuring and non-recurring charges, including a
charge related to certain tax liabilities associated with the Company's
separation from FMC Corporation, totaling $6.3 million ($5.3 million after
tax). See Note 8 to the Company's September 30, 2001 consolidated and combined
financial statements.

Net interest expense. Net interest expense for the three months ended
September 30, 2001 and 2000 was $5.2 million and $2.1 million, respectively.
The increase in net interest expense in 2001 was primarily associated with new
debt we incurred in preparation for our separation from FMC Corporation. If we
had incurred a similar level of debt at the same interest rate for the three
months ended September 30, 2000, we estimate that our net interest expense on a
pro forma basis would have been $4.6 million.

Income tax expense. Income tax expense for the three months ended September
30, 2001 was $5.2 million on pretax income of $16.6 million. Excluding the
effect of restructuring and other charges and the provision for income taxes
related to the Company's anticipated separation from FMC Corporation, income
tax expense for the three months ended September 30, 2001 was $6.2 million on
adjusted pretax earnings of $22.9 million, resulting in an effective tax rate
of 27%. Income tax expense for the three months ended September 30, 2000 was
$6.2 million on pretax income of $23.0 million, resulting in an effective tax
rate of 27%.

The differences between the effective tax rates for these periods and the
statutory U.S. Federal income tax rate relate primarily to differing foreign
tax rates, foreign sales corporation and qualifying foreign trade income
benefits, incremental state taxes and nondeductible goodwill amortization and
expenses.

Net income. Net income for the third quarter of 2001 decreased $5.4 million
to $11.4 million, compared with $16.8 million in the third quarter of 2000, due
primarily to the recording of non-recurring items in 2001 totaling $5.3 million
on an after-tax basis, consisting of restructuring and other charges and a tax
provision related to the Company's separation from FMC Corporation. The
decrease in third quarter 2001 net income also resulted from higher net
interest costs in the 2001 quarter, which partially offset an increase in
segment operating profit.

18

Order backlog and outlook.

Order Backlog
----------------------------------------
September 30, December 31, September 30,
2001          2000         2000
(in millions)                       ------------- ------------ -------------

Energy Production Systems..........    $552.2        $331.4       $369.5
Energy Processing Systems..........     115.7          93.7        110.5
------        ------       ------
Subtotal Energy Systems.....    $667.9        $425.1       $480.0
FoodTech...........................     116.7          88.6         89.6
Airport Systems....................     130.0         130.6        137.8
------        ------       ------
Total.......................    $914.6        $644.3       $707.4
======        ======       ======

When compared with December 31, 2000 and September 30, 2000, Energy
Production Systems' order backlog increased significantly, primarily as a
result of a stronger subsea market. Orders have been received for projects that
included Enterprise Oil offshore Brazil, Statoil offshore Norway, TotalFinaElf
offshore West Africa, and Shell and BP in the Gulf of Mexico. In addition,
order backlog also increased for floating production equipment, reflecting an
order from Enterprise Oil for turret mooring and related systems for a floating
production, storage and offloading vessel.

With our BP and Shell alliances, we are positioned to benefit from a
strengthening subsea market, and our management expects to obtain additional
subsea equipment contracts during the fourth quarter of 2001. However, domestic
surface markets are beginning to show some signs of slowing.

Energy Processing Systems' order backlog increased relative to December 2000
and September 2000, primarily as a result of increased orders for loading
systems and measurement solutions. The increase in backlog was partially offset
by a decrease in backlog for the blending and transfer business and lower
orders for manifold systems projects in the fluid control business.

An anticipated increase in demand during the fourth quarter of 2001 for
marine loading arms is expected to have a beneficial impact on this segment in
2001.

FoodTech's order backlog increased when compared with December 31, 2000, and
September 30, 2000, primarily as a result of increased orders for freezing
systems and food processing equipment, partly offset by a decrease in backlog
for poultry processing equipment.

The slowing U.S. and global economies have caused many food processors to
postpone capital spending plans.

When compared with December 30, 2000 and September 30, 2000, Airport
Systems' order backlog decreased, attributable to a recent slowdown in orders
that primarily affected Jetway. The decrease was partially offset by an
increase in backlog for loaders, arising from orders by air freight customers.
Also partially offsetting the decline was additional backlog relating to our
program to provide Halvorsen Loaders to the U.S. Air Force.

The events of September 11, 2001, have severely impacted the outlook for
Airport Systems. Management expects this business to perform at break even to
slight operating loss levels for the fourth quarter of 2001, as airlines have
essentially put a freeze on capital expenditures. These conditions cloud our
outlook for 2002; however, the Halvorsen Loader program, with projected
deliveries of up to 100 units in 2002 compared with 18 expected deliveries in
2001, is forecast to somewhat offset the unfavorable impact of lower investment
levels by commercial airlines.

19

Nine Months Ended September 30, 2001 Compared With
Nine Months Ended September 30, 2000

Overview. Our profit for the nine months ended September 30, 2001, before
significant non-recurring items, was $51.0 million before tax ($37.2 million
after tax) compared with profit for the nine months ended September 30, 2000,
before significant non-recurring items, of $70.4 million before tax ($51.6
million after tax). Significant non-recurring items in the first nine months of
2001 consisted of impairment and restructuring charges of $16.8 million ($10.4
million after tax), the cumulative effect of a change in accounting principle
of $7.5 million ($4.7 million after tax), and $8.9 million of tax provisions
related to repatriation of offshore earnings and the reorganization of the
Company's worldwide entities in anticipation of their separation from FMC
Corporation. Significant non-recurring items in the first nine months of 2000
consisted of asset impairments and restructuring and other non-recurring
charges totaling $11.3 million before taxes ($6.9 million after tax).

Revenue. Our total revenue for the nine months ended September 30, 2001
decreased $8.4 million, or 0.6%, to $1,381.5 million, compared to $1,389.9
million for the nine months ended September 30, 2000. Lower sales for FoodTech
were offset in large part by increased revenue from Airport Systems and Energy
Processing Systems, and to a lesser extent, Energy Production Systems.

Energy Production Systems' sales in the first nine months of 2001 increased
$8.2 million, or 1.6% to $506.5 million, from $498.3 million in the first nine
months of 2000. Higher revenue for Energy Production Systems for the nine
months ended September 30, 2001 was primarily the result of increased sales of
surface wellhead equipment and, to a lesser extent, subsea systems, partially
offset by a decrease in sales of floating production equipment. Decreased sales
of floating production systems in 2001 reflected project delays by customers.
In addition, the comparison was affected by sales during the first nine months
of 2000 of floating production equipment for two large projects: Petro Canada
Terra Nova and Bohai Bay China. Increased sales of subsea systems for projects
in the Gulf of Mexico and Brazil were partly offset by weaker sales in Europe.

Energy Processing Systems' revenue in the first nine months of 2001
increased $23.7 million, or 9.2%, to $282.0 million from $258.3 million in the
first nine months of 2000. Higher revenue for Energy Processing Systems for the
nine months ended September 30, 2001 was primarily the result of increased
sales of fluid control equipment, and to a lesser extent, measurement
solutions, partially offset by lower sales of blending and transfer equipment.
The increase in sales of fluid control equipment primarily reflected higher
volumes to the oilfield service company market. Lower sales of blending and
transfer equipment were attributable to delays in orders for bulk conveying
systems.

FoodTech's revenue in the first nine months of 2001 decreased $73.4 million,
or 16.6%, to $368.7 million, from $442.1 million in the first nine months of
2000. Lower revenue for FoodTech for the nine months ended September 30, 2001
was primarily the result of decreased sales of tomato processing equipment and
freezing systems and, to a lesser extent, harvesting and poultry processing
equipment. The decline in revenue reflected the impact of economic factors on
customers' capital spending decisions. Additional sales of food handling and
packaging systems partially offset the decrease in revenue.

Airport System's revenue in the first nine months of 2001 increased $38.7
million, or 20.0%, to $232.3 million, from $193.6 million in the first nine
months of 2000. Increased revenue for Airport Systems in the nine months ended
September 30, 2001 resulted from increased sales of airport ground support
equipment, primarily higher volumes of cargo loaders to the air freight market
and additional revenue from Halvorsen Loaders to the U.S. Air Force. Also
contributing to improved revenue in 2001 were higher volumes of transporters
and passenger steps to European customers.

Segment operating profit. Our total segment operating profit decreased $13.3
million, or 13.5%, to $85.4 million in the nine months ended September 30, 2001
from $98.7 million in the nine months ended September 30, 2000. Decreased
profitability from FoodTech and Energy Production Systems was partly offset by
increased profitability from Airport Systems and Energy Processing Systems.

20

Energy Production Systems' operating profit in the first nine months of 2001
decreased $9.1 million, or 26.1%, to $25.8 million from $34.9 million in the
first nine months of 2000. Energy Production Systems' operating profit
decreased in the first nine months of 2001, primarily as a result of lower
volumes of floating production systems. A decrease in operating profit
resulting from a decline in North Sea subsea volumes was partly offset by
higher operating profits from other projects.

Energy Processing Systems' operating profit in the first nine months of 2001
increased $2.7 million, or 19.0%, to $16.9 million from $14.2 million in the
first nine months of 2000. Energy Processing Systems' operating profit
increased in the first nine months of 2001, reflecting improved volumes for
fluid control equipment and improvements in the measurement solutions and
loading systems businesses, the latter the result of restructuring initiatives
implemented early in 2001. The increase was partially offset by reduced
profitability in the blending and transfer business.

FoodTech's operating profit in the first nine months of 2001 decreased $13.1
million, or 34.4%, to $25.0 million from $38.1 million in the first nine months
of 2000. FoodTech's operating profit decreased in the first nine months of
2001, primarily as a result of lower sales volumes for food processing
equipment. This decrease was partially offset by cost savings from the
restructuring of the food processing business. Reduced margins for freezing
systems also contributed to the lower profitability.

Airport Systems' operating profit in the first nine months of 2001 increased
$6.2 million, or 53.9%, to $17.7 million from $11.5 million in the first nine
months of 2000. Airport Systems' operating profit increased in the first nine
months of 2001, primarily as a result of a higher sales volume for airline
ground support equipment and also as a result of the Halvorsen Loader contract
with the U.S. Air Force. This increase was partly offset by lower margins for
Jetway passenger boarding bridges.

Corporate expenses. Corporate expenses decreased by $1.0 million, or 4.0%,
from $25.2 million for the nine months ended September 30, 2000 to $24.2
million for the nine months ended September 30, 2001 due to continued cost
control activities.

Other income and expense, net. For the nine months ended September 30, 2001
and 2000, other income and expense, net, consisted of expense of $2.1 million
and $0.4 million, respectively. Higher expense in 2001 was primarily a result
of an increase in noncash pension and restricted stock-related expense,
partially offset by an increase in foreign currency-related gains. The
incremental expense related to restricted stock was $2.1 million for the nine
months ended September 30, 2001.

Asset impairments and restructuring and other charges. During the nine
months ended September 30, 2001, we recorded asset impairment and non-recurring
restructuring and tax charges totaling $16.8 million ($15.1 million after tax).
During the nine months ended September 30, 2000, we recorded asset impairments
and restructuring and non-recurring charges totaling $11.3 million ($6.9
million after tax). See Note 8 to the Company's September 30, 2001 consolidated
and combined financial statements.

Net interest expense. Net interest expense is associated with cash balances
and third-party debt in our operating companies. Because FMC Corporation funded
most of its businesses centrally, our third-party debt and cash balances prior
to June 2001 were minimal and were not necessarily representative of what our
actual debt or cash balances would have been had we been a separate,
stand-alone entity.

Net interest expense for the nine months ended September 30, 2001 and 2000
was $8.1 million and $2.7 million, respectively. The increase in net interest
expense in 2001 was primarily associated with new debt we incurred in
preparation for our separation from FMC Corporation. If we had incurred a
similar level of debt at the same interest rate for the nine months ended
September 30, 2001 and 2000, we estimate that our net interest expense on a pro
forma basis would have been $13.8 million in each of the two periods.

21

Income tax expense. Income tax expense for the nine months ended September
30, 2001 was $16.2 million on pretax income of $34.2 million. Excluding the
effects of restructuring and impairment charges, the charges for income tax
associated with the anticipated separation of the Company from FMC Corporation
and the cumulative effect of a change in accounting principle, income tax
expense for the first nine months of 2001 was $13.8 million on adjusted pretax
earnings of $51.0 million, resulting in an effective tax rate of 27%. Income
tax expense for the nine months ended September 30, 2000 was $14.4 million on
pretax income of $59.1 million. Excluding the effects of restructuring and
impairment charges, income tax expense for the first nine months of 2000 was
$18.8 million on adjusted pretax earnings of $70.4 million, resulting in an
effective tax rate of 27%.

The differences between the effective tax rates for these periods and the
statutory U.S. Federal income tax rate relate primarily to differing foreign
tax rates, foreign sales corporation and qualifying foreign trade income
benefits, incremental state taxes and nondeductible goodwill amortization and
expenses.

Cumulative effect of a change in accounting principle, net of income taxes.
On January 1, 2001, the Company implemented, on a prospective basis, SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," as
amended, resulting in a loss from the cumulative effect of a change in
accounting principle of $4.7 million, net of an income tax benefit of $3.0
million. See Note 5 to the Company's September 30, 2001 consolidated financial
statements.

Net income. Net income in 2001 decreased $31.4 million to $13.3 million,
compared with $44.7 million in 2000. The decrease in net income for the nine
months ended September 30, 2001 was due to a decrease in segment operating
profit; additional provisions for income taxes of $8.9 million in conjunction
with repatriation of offshore earnings and the reorganization of the Company's
worldwide entities in anticipation of their separation from FMC Corporation; an
increase in net interest expense; the cumulative effect of a change in
accounting principle consisting of an after-tax charge in 2001 of $4.7 million;
and, an increase in asset impairment and non-recurring restructuring charges in
2001.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is provided in "Derivative Financial
Instruments and Market Risks", under ITEM 2--MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

22

INDEPENDENT ACCOUNTANTS' REPORT

A report by KPMG LLP, FMC Technologies' independent accountants, on the
financial statements included in Form 10-Q for the quarter ended September 30,
2001 is included on page 24.

23

INDEPENDENT ACCOUNTANTS' REPORT

The Board of Directors
FMC Technologies, Inc.:

We have reviewed the accompanying consolidated balance sheet of FMC
Technologies, Inc. as of September 30, 2001, and the related consolidated and
combined statements of income and changes in stockholders' equity for the
three-month and nine-month periods ended September 30, 2001 and 2000, and the
consolidated and combined statements of cash flows for the nine-month periods
ended September 30, 2001 and 2000. These consolidated and combined financial
statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States
of America, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express such
an opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to the consolidated and combined financial statements referred
to above for them to be in conformity with accounting principles generally
accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the combined balance sheet of FMC
Technologies, Inc. as of December 31, 2000, and the related combined statements
of income, cash flows and changes in stockholders' equity for the year then
ended (not presented herein); and in our report dated February 9, 2001, we
expressed an unqualified opinion on those combined financial statements. In our
opinion, the information set forth in the accompanying combined balance sheet
as of December 31, 2000 is fairly stated, in all material respects, in relation
to the combined balance sheet from which it has been derived.

/s/ KPMG LLP

Chicago, Illinois
October 31, 2001

24

PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There has been no material change in the Company's significant legal
proceedings from the information reported under "Business" in the "Legal
Proceedings" section of the Company's Registration Statement on Form S-1, as
amended.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Number in
Exhibit Table                                      Description
-------------                                      -----------

10.6       FMC Technologies, Inc. Defined Benefit Retirement Trust

10.6.c     FMC Technologies, Inc. Retirement Program--Part I Salaried and Non-Union Hourly
Employees' Retirement Plan

10.6.d     FMC Technologies, Inc. Employees' Retirement Program--Part II Union Hourly Employees'
Retirement Plan

10.6.e     First Amendment to the FMC Technologies, Inc. Employees' Retirement Program--Part I
Salaried and Non-Union Hourly Employees' Retirement Plan

10.7.a     FMC Technologies, Inc. Salaried Employees' Equivalent Retirement Plan

10.7.b     FMC Technologies, Inc. Equivalent Retirement Plan Grantor Trust Agreement

10.8.a     FMC Technologies, Inc. Savings and Investment Plan

10.8.b     FMC Technologies, Inc. Savings and Investment Plan Trust

10.9.a     FMC Technologies, Inc. Non-Qualified Savings and Investment Plan

10.9.b     FMC Technologies, Inc. Non-Qualified Savings and Investment Plan Trust

11         Statement re: computation of pro forma diluted earnings per share

15         Letter re: unaudited interim financial information

(b) Reports on Form 8-K

Form 8-K dated July 12, 2001 containing information presented to
investment analysts from various firms.

Form 8-K dated July 27, 2001 providing the Company's historical pro
forma financial information as if it had been a public company for the
previous five quarters.

Form 8-K dated July 31, 2001 announcing the Company's second quarter
2001 earnings.

Form 8-K dated September 6, 2001 containing slides used during a
presentation made at the Lehman Brothers CEO Energy Conference.

25

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

FMC TECHNOLOGIES, INC.
(Registrant)

Date: November 14, 2001
/s/ RONALD D. MAMBU
_____________________________________
Ronald D. Mambu
Vice President, Controller,
and duly authorized officer

26

EXHIBIT INDEX

Number in
Exhibit Table                                      Description
-------------                                      -----------

10.6       FMC Technologies, Inc. Defined Benefit Retirement Trust

10.6.c     FMC Technologies, Inc. Retirement Program--Part I Salaried and Non-Union Hourly
Employees' Retirement Plan

10.6.d     FMC Technologies, Inc. Employees' Retirement Program--Part II Union hourly Employees'
Retirement Plan

10.6.e     First Amendment to the FMC Technologies, Inc. Employees' Retirement Program--Part I
Salaried and Non-Union Hourly Employees' Retirement Plan

10.7.a     FMC Technologies, Inc. Salaried Employees' Equivalent Retirement Plan

10.7.b     FMC Technologies, Inc. Equivalent Retirement Plan Grantor Trust Agreement

10.8.a     FMC Technologies, Inc. Savings and Investment Plan

10.8.b     FMC Technologies, Inc. Savings and Investment Plan Trust

10.9.a     FMC Technologies, Inc. Non-Qualified Savings and Investment Plan

10.9.b     FMC Technologies, Inc. Non-Qualified Savings and Investment Plan Trust

11         Statement re: computation of pro forma diluted earnings per share

15         Letter re: unaudited interim financial information (KPMG LLP)

27

EXHIBIT 10.6

FMC TECHNOLOGIES, INC.
DEFINED BENEFIT RETIREMENT TRUST

THIS AGREEMENT, effective as of the 1st day of November, 2001,
("Effective Date") is made between FMC TECHNOLOGIES, INC., a Delaware
corporation, herein referred to as the "Company", and THE NORTHERN TRUST
COMPANY, an Illinois corporation, of Chicago, Illinois, as Trustee, and the FMC
TECHNOLOGIES, INC. DEFINED BENEFIT RETIREMENT TRUST is hereby established as the
funding medium for the FMC Technologies, Inc. Employees' Retirement Program,
hereinafter referred to as the "Plan", and under which the Trustee is accepting
appointment as trustee. The Plan was established on May 1, 2001 with the FMC
Corporation Defined Benefit Retirement Trust ("FMC Trust") as the funding medium
for the Plan, and the FMC Trust continued to be the funding medium for the Plan
until the Effective Date of this Agreement.

The Company has appointed the Employee Welfare Benefit Plans Committee,
hereinafter referred to as the "Committee", as the Plan fiduciary which has the
responsibility for administering the Plan. The Committee has appointed the
Pension Investment Subcommittee of the Committee as the Plan fiduciary which has
the responsibility for Plan investments.

The Trust Fund shall consist of all assets held by the Trustee as of
the date of this Agreement, all investments and reinvestments thereof and all
additions thereto by way of contributions, earnings and increments; is intended
to constitute a qualified trust as defined under Section 401(a) of the Code and
is entitled to tax exemption under Section 501(a) of the Code; shall at all
times be maintained as a domestic trust in the United States; and shall be held
upon the following terms:

ARTICLE ONE: DEFINITIONS

For the purposes of this Agreement:

1.1   "Beneficiary" means a person designated to receive a benefit
under the Plan after the death of a Participant;

1.2   "Code" means the Internal Revenue Code of 1986, as in effect from
time to time, and the regulations issued thereunder;

1.3   "Committee" means the Employee Welfare Benefit Plans Committee as
constituted from time to time which has the responsibility for administering the
Plan and shall be deemed for purposes of ERISA to be the Plan administrator and
the named fiduciary for Plan administration or any designee thereof authorized
to act on behalf of the Committee;

1.4 "Company" means FMC Technologies, Inc. and any successor to it;

1.5 "Company Stock" means common stock of the Company;

1.6 "Company Stock Account" means a Separate Account subject to the
investment responsibility of the Committee as set forth in Section 5.5 hereof;

1.7 "Custodial Agent" means one or more persons or entities designated by
the Investment Subcommittee to maintain custody of assets of a Separate
Investment Account pursuant to Section 3.1(c);

1.8 "ERISA" means the Employee Retirement Income Security Act of 1974, as
in effect from time to time, and the regulations issued thereunder;

1.9 "Investment Adviser" means an Investment Manager or an Investment
Trustee to whom the Investment Subcommittee has delegated investment
responsibility for a Separate Account or the Investment Committee with respect
to any assets of the Trust Fund for which the Investment Committee has
investment responsibility;

1.10 "Investment Subcommittee" means the Pension Investment Subcommittee of
the Committee as constituted from time to time which has the responsibility for
allocating the assets of the Trust Fund among the Separate Accounts and any
Trustee Investment Account, for monitoring the diversification of the
investments of the Trust Fund, for determining the propriety of investment of
the Trust Fund in foreign securities and of maintaining the custody of foreign
investments abroad, for assuring that the Plan does not violate any provisions
of ERISA limiting the acquisition or holding of "employer securities" or
"employer real property" and for the appointment and removal of Investment
Advisers and shall be deemed for purposes of ERISA to be the named fiduciary for
Plan investments;

1.11 "Investment Manager" means an investment manager as defined in Section
3(38) of ERISA, which is appointed by the Investment Subcommittee to manage a
Separate Investment Account; but the Trustee shall have no responsibility to
determine whether a person or entity acting as an Investment Manager meets or
continues to meet this definition;

1.12 "Investment Trustee" means the trustee appointed by the Investment
Subcommittee to manage a Separate Investment Trust Account;

1.13 "Participant" means a person who is a current, retired or former
employee and who has rights in the Plan;

1.14 "Plan" means the FMC Technologies, Inc. Employees' Retirement Program;

1.15 "Separate Account" means a Separate Investment Account, a Separate
Investment Trust Account or a Separate Insurance Contract Account;

2

1.16  "Separate Insurance Contract Account" means assets of the Trust
Fund allocated by the Investment Subcommittee to an account of the Trust for
investment in insurance contracts directed by the Investment Subcommittee;

1.17  "Separate Investment Account" means assets of the Trust Fund
allocated by the Investment Subcommittee to an account of the Trust which is to
be managed by an Investment Manager or the Investment Subcommittee;

1.18  "Separate Investment Trust Account" means assets of the Trust
Fund allocated by the Investment Subcommittee to a Separate Account to be
managed by an Investment Trustee;

1.19  "Subsidiary" means a subsidiary or affiliate of the Company;

1.20  "Subtrust" means assets of a Separate Investment Account which
are held by a Subtrustee pursuant to an agreement which the Investment
Subcommittee has approved and directed the Trustee to enter into;

1.21  "Subtrustee" means the trustee appointed by the Investment
Subcommittee to act as trustee of a Subtrust;

1.22  "Trust" means the qualified defined benefit retirement trust
evidenced hereby, as amended from time to time;

1.23  "Trust Fund" means all assets subject to this Agreement;

1.24  "Trustee" means The Northern Trust Company and any successor to
it as trustee or trustees of the Trust Fund under this Agreement; and

1.25  "Trustee Investment Account" means assets of the Trust Fund
allocated by the Investment Subcommittee to an account of the Trust to be
managed by the Trustee with the written consent of the Trustee.

ARTICLE TWO: DISTRIBUTIONS

2.1   The Trustee shall make distributions from the Trust Fund to such
persons, in such amounts, at such times and in such manner as the Committee or
its designee shall from time to time direct pursuant to the service description
furnished by the Trustee to the Committee from time to time. The Trustee shall
have no responsibility to ascertain whether any direction received by the
Trustee from the Committee or its designee in accordance with the preceding
sentence is proper and in compliance with the terms of the Plan or to see to the
application of any distribution. The Trustee shall not be liable for any
distribution made in accordance with any direction from the Committee or its
designee in accordance with the first sentence hereof and in good faith without
actual notice or knowledge of the changed condition

3

or status of any recipient. If any distribution made by the Trustee is returned
unclaimed, the Trustee shall notify the Committee or its designee and shall
dispose of the distribution as the Committee or its designee shall direct. The
Trustee shall have no obligation to search for or ascertain the whereabouts of
any payee of benefits of the Trust Fund.

2.2   Notwithstanding the foregoing, the Committee may make
distributions from the Trust Fund through a commercial banking account in a
federally insured banking institution (including the Trustee) established by the
Committee in the name of the Trust for such purpose after written notice to the
Trustee that the commercial banking account has been so established. Upon such
written notice, the Committee shall have the responsibility to assure that any
such commercial banking account is established and maintained in accordance with
ERISA and is properly insured. The Trustee shall make such deposits of portions
of the Trust Fund to the commercial banking account as the Committee or its
designee may from time to time direct. The Trustee shall have no further
responsibility for funds held in or disbursed from any such commercial banking
account, or to prepare any informational returns for tax purposes as to
distributions made therefrom.

ARTICLE THREE: SEPARATE ACCOUNTS AND INVESTMENT
SUBCOMMITTEE ADVISORS

3.1   The Trust Fund shall consist of one or more Separate Accounts
and, with the Trustee's written consent, one or more Trustee Investment
Accounts. All Separate Accounts and any Trustee Investment Accounts shall be
established by the Trustee at the direction of the Investment Subcommittee. The
Investment Subcommittee shall designate assets of the Trust Fund to be allocated
to each Separate Account and each Trustee Investment Account and shall direct
the Trustee with respect to any transfer of assets between Separate Accounts or
between a Separate Account and a Trustee Investment Account; provided that no
asset shall be allocated or transferred to a Trustee Investment Account without
the Trustee's written consent. The Investment Subcommittee shall have investment
responsibility for any assets of the Trust Fund not otherwise allocated to a
Separate Account or Trustee Investment Account, and such assets shall comprise a
Separate Investment Account for which the Investment Subcommittee serves as
Investment Adviser. The following provisions shall apply to the Separate
Accounts:

3.2   With respect to each Separate Investment Account, the Investment
Subcommittee may appoint an Investment Manager, who shall acknowledge by a
writing delivered to the Investment Subcommittee and to the Trustee that it is a
fiduciary with respect to the assets allocated thereto, or in the event the
Investment Subcommittee does not appoint an Investment Manager, the Investment
Subcommittee shall have investment responsibility with respect to such Separate
Investment Account. The Trustee shall act with respect to assets allocated to a
Separate Investment Account only as directed by the Investment Manager or, in
the event that the Investment Subcommittee does not appoint an Investment
Manager, the Investment Subcommittee. The Investment Subcommittee may direct
that any or all of the assets of a Separate Investment Account be held by a
Subtrustee. The Trustee shall have

4

custody of and custodial responsibility for all assets of the Trust Fund held in
a Separate Investment Account except as otherwise provided in this Agreement or
as follows:

(a) The Subtrustee of a Subtrust shall have custody of and
custodial responsibility for any assets of a Separate Investment
Account allocated to it by the Investment Subcommittee;

(b) The trustee of a collective or group trust fund (including
without limitation an Investment Manager or its bank affiliate) shall
have custody of and custodial responsibility for any assets of a
Separate Investment Account invested in such collective or group trust
fund; and

(c) The Investment Subcommittee may direct in writing that the
custody of additional assets of a Separate Investment Account (other
than those referred to in paragraphs (a) and (b) of this Section 3.2)
be maintained with a Custodial Agent. In such event, the Investment
Subcommittee shall approve, and direct the Trustee to enter into, a
custody agreement with the Custodial Agent (which custody agreement may
authorize the Custodial Agent to maintain custody of such assets with
one or more subagents, including a broker or dealer registered under
the Securities Exchange Act of 1934 or a nominee of such broker or
dealer). The Custodial Agent shall have custodial responsibility for
any assets maintained with the Custodial Agent or its subagents
pursuant to the custody agreement. Notwithstanding any other provision
of this Agreement, the Company (which has the authority to do so under
the laws of its state of incorporation) agrees to indemnify the Trustee
from any liability, loss and expense, including reasonable legal fees
and expenses, which the Trustee sustains by reason of acting in
accordance with any directions of the Investment Committee pursuant to
this paragraph (c). This paragraph shall survive the termination of
this Agreement.

3.3   With respect to each Separate Investment Trust Account, the
Trustee and the Investment Trustee thereof shall upon the direction of the
Investment Subcommittee execute an investment trust agreement with respect
thereto. The Investment Trustee shall have custody of all of the assets of the
Separate Investment Trust Account except such assets as the Investment
Subcommittee may from time to time determine shall be held in the custody of the
Trustee with the Trustee's written consent; the Trustee shall act with respect
to any such assets in its custody only as directed by the Investment Trustee.

3.4   With respect to each Separate Insurance Contract Account, from
assets allocated thereto, the Trustee shall purchase or continue in effect such
insurance contracts, including annuity contracts and policies of life insurance,
as the Investment Subcommittee shall direct, the issuing insurance company may
credit those assets to its general account or to one or more of its separate
accounts, and the Trustee shall act with respect to those contracts only as
directed by the Investment Subcommittee.

3.5   The Investment Subcommittee shall have investment responsibility
for assets held in any Separate Account for which an Investment Manager or
Investment Trustee has not

5

been retained, has been removed, or is for any reason unwilling or unable to
act. With respect to assets or Separate Accounts for which the Investment
Subcommittee has investment responsibility, the Trustee, acting only as directed
by the Investment Subcommittee, shall enter into such agreements as are
necessary to facilitate any investment, including agreements entering into a
limited partnership, Subtrust or the participation in real estate funds. The
Trustee shall not make any investment review of, or consider the propriety of
holding or selling, or vote any assets for which the Investment Subcommittee has
investment responsibility.

3.6   With respect to each Separate Account, the Investment Adviser
thereof shall have the investment powers granted to the Trustee by ARTICLE FOUR,
as limited by Section 5.1 through Section 5.3 of ARTICLE FIVE, as if all
references therein to the Trustee referred to the Investment Adviser.

3.7   The Investment Subcommittee may also direct the Trustee as
fiduciary to lend securities of the Trust Fund held by the Trustee by entering
into a written agreement with the Trustee. The terms of the agreement between
the Investment Subcommittee and the Trustee shall be consistent with Department
of Labor Prohibited Transaction Exemption 81-6 or any successor exemption. The
written agreement between the Investment Subcommittee and the Trustee shall
direct the Trustee to enter into a loan agreement with a borrower or borrowers.
The Trustee shall transfer securities to the borrower and invest or hold on
behalf of the Trust Fund the collateral received in exchange for the securities.
Notwithstanding anything in this Agreement to the contrary, the borrower shall
have the authority and responsibility to vote securities it has borrowed. The
Trustee shall maintain a record of the market value of the loaned securities and
shall be paid reasonable compensation as agreed to by the Trustee and the
Investment Subcommittee.

3.8   The Investment Subcommittee may direct the Trustee to: (i) enter
into such agreements as are necessary to implement investment in futures
contracts and options on futures contracts; (ii) transfer initial margin to a
futures commission merchant or third party safekeeping bank pursuant to
directions from an Investment Adviser and (iii) pay or demand variation margin
in accordance with industry practice to or from such futures commission merchant
based on daily marking to market calculations. The Trustee shall have no
investment or custodial responsibility with respect to assets transferred to a
futures commission merchant or third party safekeeping bank.

ARTICLE FOUR: POWERS OF TRUSTEE

Except as otherwise provided in this Agreement, the Trustee shall hold,
manage, care for and protect the assets of the Trust Fund and shall have until
actual distribution thereof the following powers and, except to the extent
inconsistent herewith, those now or hereafter conferred by law:

6

4.1   To retain any asset originally included in the Trust Fund or
subsequently added thereto;

4.2   To invest and reinvest the assets without distinction between
income and principal in property of any kind, without restriction, including
options, futures contracts, and options on futures contracts.

4.3   To acquire and hold qualifying employer securities and qualifying
employer real property, as such investments are defined in Section 407(d) of
ERISA;

4.4   To deposit any part or all of the assets with the Trustee or its
affiliate as trustee, or another person or entity acting as trustee of any
collective or group trust fund which is now or hereafter maintained as a medium
for the collective investment of funds of pension, profit sharing or other
employee benefit plans, and which is qualified under Section 401(a) of the Code
and exempt from taxation under Section 501(a) of the Code, and to withdraw any
part or all of the assets so deposited; any assets deposited with the trustee of
a collective or group trust fund shall be held and invested by the trustee
thereunder pursuant to all the terms and conditions of the trust agreement or
declaration of trust establishing the fund, which are hereby incorporated herein
by reference and shall prevail over any contrary provision of this Agreement;
provided, however, that the books and records of the Trustee shall at all times
show that all such investments are part of the Trust Fund;

4.5   To deposit cash in any depository, including the banking
department of the Trustee or its affiliate and any organization acting as a
fiduciary with respect to the Trust Fund;

4.6   To hold any part of the assets in cash without liability for
interest as the Trustee deems reasonable or necessary pending investment thereof
or the payment of expenses or making of distributions therewith;

4.7   To cause any asset, real or personal, to be held in a corporate
depository or federal book entry account system or registered in the Trustee's
name or in the name of a nominee or in such other form as the Trustee deems best
without disclosing the trust relationship; provided, however, that the books and
records of the Trustee shall at all times show that all such investments are
part of the Trust Fund;

4.8   Other than with respect to Company stock, to vote, either in
person or by general or limited proxy, or refrain from voting, any corporate
securities for any purpose; to exercise or sell any subscription or conversion
rights; to consent to and join in or oppose any voting trusts, reorganizations,
consolidations, mergers, foreclosures and liquidations and in connection
therewith to deposit securities and accept and hold other property received
therefor;

4.9   Subject to Section 5.5 of this Agreement, with respect to Company
stock, to vote, either in person or by general or limited proxy, or refrain from
voting any Company

7

stock for any purpose; to exercise or sell any subscription or conversion
rights; to consent to and join in or oppose any voting trusts, reorganizations,
consolidations, mergers, foreclosures and liquidations and in connection
therewith to deposit securities and accept and hold other property received
therefor; to give general or special proxies or powers of attorney with or
without the power of substitution; and to generally exercise any of the powers
of an owner with respect to such Company stock;

4.10  At the direction of the Investment Subcommittee, to lease any
assets for any period of time though commencing in the future or extending
beyond the term of the trust;

4.11  To borrow money from any lender in order to complete transactions
in cases where adequate funds may not otherwise be available to the Trust Fund,
and, at the direction or with the consent of the Investment Subcommittee, to
borrow money from any lender for any other purpose that as set forth above, to
extend or renew any existing indebtedness and to mortgage or pledge any assets;

4.12  To sell at public or private sale, contract to sell, convey,
exchange, transfer and otherwise deal with the assets in accordance with
industry practice, and to sell put and covered call options from time to time
for such price and upon such terms as the Trustee sees fit; the Company
acknowledges that the Trustee may reverse any credits made to the Trust Fund by
the Trustee prior to receipt of payment in the event that payment is not
received;

4.13  To employ agents, attorneys-in-fact and proxies and to delegate
to any one or more of them any power, discretionary or otherwise, granted to the
Trustee at the Trustee's expense without any cost to the Company or the Trust
Fund unless such expense is authorized under Section 9.6 hereof, or the Company
agrees in writing to bear such expense;

4.14  Upon giving the Committee 30 days prior written notice, to
compromise, contest, prosecute or abandon claims in favor of or against the
Trust Fund;

4.15  To appoint foreign custodians as agent of the Trustee to custody
foreign securities holdings of any Separate Account established by the
Investment Subcommittee or of any Trustee Investment Account.

4.16  To lend securities held by the Trustee and to receive and invest
collateral provided by the borrower, all pursuant to a written agreement between
the Trustee and the Investment Subcommittee;

4.17  To utilize any tax refund claim procedures with respect to taxes
withheld to which the Trust Fund may be entitled under applicable tax laws,
treaties and regulations; any exercise of such power by the Trustee shall be on
a best efforts basis; and

4.18  To perform other acts necessary or appropriate for the proper
administration of the Trust Fund, execute and deliver necessary instruments and
give full receipts and discharges.

8

ARTICLE FIVE: LIMITATIONS ON POWERS

For purposes of this Agreement, the powers and responsibilities
allocated to the Trustee shall be limited as follows:

5.1 The powers of the Trustee shall be exercisable for the exclusive
purpose of providing benefits to the Participants and Beneficiaries under the
Plan and in accordance with the standards of a prudent man under ERISA;

5.2 Subject to Section 5.1 and Section 5.3, the Trustee shall diversify
the investments of that portion of the Trust Fund for which it has investment
responsibility so as to minimize the risk of large losses;

5.3 Subject to Section 5.1, the Trustee shall, with respect to that
portion of the Trust Fund for which it has investment responsibility, follow the
investment guidelines established by the Investment Subcommittee;

5.4 Except as otherwise provided in Section 3.7, the Trustee shall not
make any investment review of, consider the propriety of holding or selling, or
vote other than as directed by the Investment Adviser, any assets of the Trust
Fund allocated to a Separate Account in accordance with ARTICLE THREE, except
that if the Trustee shall not have received contrary instructions from the
Investment Adviser thereof, the Trustee shall invest for short term purposes any
cash consisting of U. S. dollars of a Separate Account in its custody in bonds,
notes and other evidences of indebtedness having a maturity date not beyond five
years from the date of purchase, U.S. Treasury bills, commercial paper, bankers'
acceptances and certificates of deposit, and undivided interests or
participations therein and (if subject to withdrawal on a daily or weekly basis)
participations in common or collective funds composed thereof and regulated
investment companies (including those for which the Trustee or any of its
affiliates acts as advisor). For currencies other than U. S. dollars, the
Trustee shall invest cash of a Separate Account as directed by the Investment
Adviser with respect to that Separate Account and such investments may include
an interest bearing account of a foreign custodian;

5.5 (a) The Investment Subcommittee shall have the sole investment
responsibility with respect to the retention, sale, purchase or voting of any
Company Stock other than Company Stock which has been allocated to a Separate
Account over which the Investment Subcommittee has delegated investment
responsibility to an Investment Adviser. The Trustee shall have custody of such
Company Stock and shall act with respect thereto as directed by an Investment
Adviser of a Separate Account holding Company Stock or the Investment
Subcommittee with respect to Company Stock in a Company Stock Account. The
Trustee shall not make any investment review of, consider the propriety of
holding or selling, or vote any such Company Stock. With respect to such Company
Stock, the Investment Subcommittee shall have the investment powers granted to
the Trustee by ARTICLE FOUR as

9

limited by Section 5.1 and Section 5.2 of ARTICLE FIVE, as if all references
therein to the Trustee referred to the Investment Subcommittee. No provision of
this Section 5.5 shall prevent the Trustee from taking any action with respect
to the voting or tender of such Company Stock if the Trustee determines in its
sole discretion that such action is necessary in order for the Trustee to
fulfill its fiduciary responsibilities under ERISA.

(b) If the Investment Subcommittee or its designee determines to swap
shares of common stock of FMC Corporation with another trust or to enter into
non-market trades, it shall direct the Trustee with respect to the terms and
conditions of such trades.

5.6 The Investment Subcommittee shall have sole responsibility for the
decision to maintain the custody of foreign investments abroad. Except as
otherwise directed by the Investment Subcommittee, custody of foreign
investments shall be maintained with foreign custodians selected by the Trustee.
The Trustee shall have no responsibility for losses to the Trust Fund resulting
from the acts or omissions of any foreign custodian appointed by the Trustee
unless due to the foreign custodian's fraud, negligence or willful misconduct.
The Trustee shall maintain custody of foreign investments in any jurisdiction
where the Trustee has not selected a custodian solely as directed by the
Investment Subcommittee. The Trustee shall have no responsibility for the
financial condition, acts or omissions of any foreign custodian holding assets
of the Trust Fund at the direction of the Investment Subcommittee.

ARTICLE SIX: ACCOUNTS

6.1 The Trustee shall maintain accounts of all investments, receipts
and disbursements, including contributions, distributions, purchases, sales and
other transactions of the Trust Fund. The accounts, and the books and records
relating thereto, shall be open to inspection and audit at all reasonable times
by any person or persons designated by the Investment Subcommittee or entitled
thereto under ERISA.

6.2 Within sixty (60) days after the close of each fiscal year of the
Trust Fund and of any other period agreed upon by the Trustee and the Investment
Subcommittee the Trustee shall render to the Investment Subcommittee a statement
of account for the Trust Fund for the period commencing with the close of the
last preceding period and a list showing each asset thereof as of the close of
the current period and its cost and fair market value. In preparing the
Trustee's written account, the Trustee shall be fully protected in relying,
without duty of inquiry: (i) upon the determination of the issuing insurance
company or other entity with respect to the value of each insurance or
investment contract included in such written account, (ii) upon information
provided by the general partner or other investment entity with respect to the
value of each limited partnership or other investment interest included in such
written account, and (iii) with respect to any assets of the Trust Fund managed
by an Investment Adviser for which the Trustee deems not to have a readily
ascertainable value, upon the fair market value of such assets as determined by
the applicable Investment Adviser.

10

6.3 An account of the Trustee may be approved by the Investment
Subcommittee by written notice delivered to the Trustee or by failure to object
to the account by written notice delivered to the Trustee within six (6) months
of the date upon which the account was delivered to the Investment Subcommittee.
The approval of an account shall constitute a full and complete discharge to the
Trustee as to all matters set forth in that account as if the account had been
settled by a court of competent jurisdiction in an action or proceeding to which
the Trustee, the Company and the Investment Subcommittee were parties. In no
event shall the Trustee be precluded from having its accounts settled by a
judicial proceeding. Nothing in this article shall relieve the Trustee of any
responsibility, or liability for any responsibility, under ERISA.

ARTICLE SEVEN: TRUSTEE SUCCESSION

7.1 The Trustee may resign at any time by written notice to the
Investment Subcommittee, or the Investment Subcommittee may remove the Trustee
by written notice to the Trustee. The resignation or removal shall be effective
sixty (60) days after the date of the Trustee's resignation or receipt of the
notice of removal or at such earlier date as the Trustee and the Investment
Subcommittee may agree.

7.2 In case of the resignation or removal of the Trustee, the
Investment Subcommittee shall appoint a successor trustee by delivery to the
Trustee of a written instrument executed by the Investment Subcommittee
appointing the successor trustee and a written instrument executed by the
successor trustee accepting the appointment, whereupon the Trustee shall deliver
the assets of the Trust Fund to the successor trustee but may reserve such
reasonable amount as the Trustee may deem necessary to satisfy outstanding
invoices for compensation for its services as Trustee and any other undisputed,
outstanding and accrued expenses as described in Section 9.5 hereof, against the
Trust Fund.

7.3 The successor trustee, and any successor to the trust business of
the Trustee by merger, consolidation or otherwise, shall have all the powers
given the originally named Trustee. No successor trustee shall be personally
liable for any act or omission of any predecessor. Except as otherwise provided
in this Agreement or under ERISA, the receipt of the successor trustee and the
approval of the Trustee's final account by the Investment Subcommittee in the
manner provided in ARTICLE SIX shall constitute a full and complete discharge to
the Trustee.

11

ARTICLE EIGHT: AMENDMENT AND TERMINATION

8.1 The Company may at any time or times with the consent of the
Trustee amend this Agreement in whole or in part by instrument in writing
delivered to the Trustee and effective upon the date therein provided.

8.2 This Agreement shall terminate by action of the Company. Upon
termination, the Trustee shall distribute the Trust Fund in the manner directed
by the Investment Subcommittee, in kind to the extent of identified assets and
the balance in cash or in kind or partly in each as the Trustee and the
Investment Subcommittee shall agree, except that the Trustee shall be entitled
to prior receipt of such rulings and determinations from such administrative
agencies as it may deem necessary or advisable to assure itself that the
distribution directed is in accordance with law and will not subject the Trust
Fund or the Trustee to liability, and except, further, that the Trustee may
reserve such reasonable amount as the Trustee may deem necessary to satisfy
outstanding invoices for compensation for its services as Trustee and any other
undisputed, outstanding and accrued expenses as described in Section9.5 hereof,
against the Trust Fund.

8.3 This Agreement shall terminate in its entirety when there is no
asset included in the Trust Fund.

ARTICLE NINE: MISCELLANEOUS

9.1 Any action required to be taken by the Company shall be by
resolution of its board of directors or by the written direction of one or more
of its president, any vice president or treasurer or assistant treasurer, or by
such other person or persons as shall be authorized by such officers or by
resolution of its board of directors, which resolution shall be filed with the
Trustee. The Trustee may take or omit to take any action in accordance with
written direction purporting to be signed by such an officer of the Company or
other authorized person, or in reliance upon a certified copy of a resolution of
the board of directors which the Trustee believes to be genuine. The Trustee
shall have no responsibility for any action taken by the Trustee in accordance
with any such resolution or direction.

9.2 The Company shall certify to the Trustee in writing the names of
the members of the Committee and Investment Subcommittee acting from time to
time, and the Trustee shall not be charged with knowledge of a change in the
membership of either such committee until so notified in writing by the Company.
Any action required or permitted to be taken by the Committee or the Investment
Subcommittee shall be by direction of (i) one or more of the members of the
committee authorized to take such action hereunder, (ii) such committee's
secretary or (iii) such other designee as shall be designated in writing by the
Committee or the Investment Subcommittee to act for such committee. The Trustee
may rely upon an instrument of designation received from the Committee or the
Investment Subcommittee appointing a designee to act for such committee which it
reasonably believes has been signed by a majority of the members (or by the
secretary or chairman) of the appropriate committee

12

and filed with the Trustee. The Trustee shall have no responsibility for any
action taken by it in accordance with any direction it reasonably believes to
have been given as provided above. Directions of the Committee or the Investment
Subcommittee may be given to the Trustee by telephone, letter, telex, fax,
SWIFT, other electronic or electro-mechanical means or by other methods the
Trustee deems acceptable.

9.3 In no event shall the terms of the Plan, either expressly or by
implication, be deemed to impose upon the Trustee any power or responsibility
other than those set forth in this Agreement. The Trustee may assume until
advised to the contrary that the Plan and the Trust Fund are qualified under
Section 401(a) and exempt from taxation under Section 501(a) of the Code, or
under corresponding provisions of subsequent federal tax laws. The Trustee shall
be accountable for contributions made to the Plan and included among the assets
of the Trust Fund but shall have no responsibility to determine whether the
contributions comply with the provisions of the Plan or of ERISA.

9.4 In any judicial proceeding to settle the accounts of the Trustee,
the Trustee, the Company and the Investment Subcommittee shall be the only
necessary parties; in any other judicial proceeding with respect to the Trustee
or the Trust Fund, the Trustee, the Company and each affected Subsidiary shall
be the only necessary parties; and no Participant or Beneficiary shall be
entitled to any notice of process. A final judgment in any such proceeding shall
be binding upon the parties to the proceeding and all Participants and
Beneficiaries.

9.5 The Trustee shall be reimbursed for all reasonable and direct
expenses incurred in extraordinary and nonrecurring circumstances in the
management and protection of the Trust Fund to the extent such expenses are not
included in the compensation the Company pays the trustee for its services and
shall receive such reasonable compensation for its services as the Trustee and
the Company shall from time to time agree. Those items of expense and
compensation shall be paid from the Trust Fund, subject to prior payment or
reimbursement by the Company in its discretion.

9.6 Without limiting the rights of the Trustee as otherwise provided in
this Agreement, pursuant to direction by the Committee, the Trustee shall pay
from the Trust Fund expenses of the Plan or compensation to parties providing
services to the Plan including but not by way of limitation, expenses or
compensation related to actuarial, legal, accounting, office space, printing,
computer, recordkeeping, investment, performance evaluation or any other
material or service provided to the Plan.

9.7 The Company has allocated fiduciary responsibility among various
persons and entities in accordance with the terms of the Plan and this
Agreement. Except as provided herein, the Trustee shall have no responsibility
for any error or loss that results by reason of the exercise or non-exercise of
fiduciary responsibility which is not allocated to the Trustee hereunder and the
Company (which has the authority to do so under the laws of the state of its
incorporation) agrees to hold harmless and indemnify the Trustee from any
liability, loss and expense, including reasonable attorneys fees, which it
incurs to the extent the liability, loss or

13

expense is a direct result of such exercise or non-exercise of fiduciary
responsibility by the person or entity to which it is allocated; provided,
however, the Trustee shall not be so indemnified to the extent such liability,
loss or expense is a result of a breach by the Trustee of a duty specifically
allocated to it by the terms of this Agreement or the Trustee's negligence in
carrying out such a duty or to the extent the Trustee participated knowingly in
a breach, or knowingly undertook to conceal an act or omission of another
fiduciary, knowing such act or omission was a breach of fiduciary responsibility
by such fiduciary. This Section 9.7 shall survive the termination of this
Agreement.

9.8  The Trustee hereby agrees to hold harmless and indemnify the
Company from and against any liability, loss or expense, including reasonable
attorneys fees which it incurs to the extent the liability, loss or expense was
a direct result of a breach by the Trustee of a duty specifically allocated to
it by the terms of this Agreement or the Trustee's negligence in carrying out
such a duty or to the extent the Trustee participated knowingly in a breach, or
knowingly undertook to conceal an act or omission of another fiduciary, knowing
such act or omission was a breach of fiduciary responsibility by such fiduciary.
This Section 9.8 shall survive the termination of this Agreement.

9.9  For purposes of the foregoing, the Trustee shall not be deemed to
have participated knowingly in a breach, or knowingly undertook to conceal an
act or omission of another fiduciary, knowing such act or omission was a breach
of fiduciary responsibility by such fiduciary, by merely complying with the
authorized directions of an Investment Adviser or by its failure to act in the
absence of such authorized direction or by reason of maintaining accounting
records or solely as a result of the normal information received by the Trustee
or its officers, employees, or agents in the normal course of performing any
custodial, reporting, recording and bookkeeping functions with respect to any
assets of the Trust Fund managed by an Investment Manager or the Investment
Subcommittee. This Section 9.9 shall survive the termination of the Agreement.

9.10 Notwithstanding any other provision of this Agreement, in no event
shall the Trustee or the Company be liable for any incidental or consequential
damages of any nature.

9.11 Neither the Company, the Committee nor the Investment Subcommittee
shall direct the Trustee to cause any part of the Trust Fund to be diverted to
any purpose other than the exclusive benefit of the Participants and
Beneficiaries and for defraying the reasonable expenses of administering the
Plan or, except as otherwise permitted under the Plan and under ERISA, to be
remitted to the Company or a Subsidiary.

9.12 Any person dealing with the Trustee shall not see to the
application of any money paid or property delivered to the Trustee or inquire
into the provisions of this Agreement or of the Plan or the Trustee's authority
thereunder or compliance therewith, and may rely upon the statement of the
Trustee that the Trustee is acting in accordance with this Agreement.

14

9.13 Except as otherwise directed by the Committee, which direction
shall be in compliance with all applicable provisions of the 1984 Retirement
Equity Act, the relevant Plan and Section 401(a)(13) of the Code, any interest
of a Participant or Beneficiary in the Trust Fund or the Plan or in any
distribution therefrom shall not be subject to the claim of any creditor, any
spouse for alimony or support, or others, or to legal process, and may not be
voluntarily or involuntarily alienated or encumbered.

9.14 The Trustee shall not be responsible for any delay in performance,
or non-performance, of any obligation hereunder to the extent that the same is
due to forces beyond its reasonable control, including but not limited to
delays, errors or interruptions caused by the Company, the Committee, the
Investment Subcommittee or third parties, any industrial, juridical,
governmental, civil or military action, acts of terrorism, insurrection or
revolution, nuclear fusion, fission or radiation, failure or fluctuation in
electrical power, heat, light, air conditioning or telecommunications equipment,
or acts of God.

9.15 In case any provision of this Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions of this Agreement, but shall be fully severable, and the
Agreement shall not be construed and enforced as if said illegal or invalid
provisions had never been inserted herein. This Agreement supersedes and
replaces any prior agreements with respect to the subject matter hereof.

9.16 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, and the counterparts shall constitute one
and the same instrument.

ARTICLE TEN: GOVERNING LAW

The provisions of ERISA and the internal laws of Illinois shall govern
the validity, interpretation and enforcement of this Agreement, and in case of
conflict, the provisions of ERISA shall prevail.

15

IN WITNESS WHEREOF, the Company and the Trustee have executed this
Agreement by their respective duly authorized officers effective as of the day
and year first above written.

FMC TECHNOLOGIES, INC.

ATTEST:                        By:  /s/ William H. Schumann III
-----------------------------------------

/s/ Lori A. Lenard             Its: Senior Vice President and Chief Financial
-------------------------           -----------------------------------------
Assistant General Counsel           Officer
-------

The undersigned, Jeffrey W. Carr, does hereby certify that he/she is
the duly elected, qualified and acting Secretary of FMC Technologies, Inc. (the
"Company") and further certifies that the person whose signature appears above
is a duly elected, qualified and acting officer of the Company with full power
and authority to execute this Trust Agreement on behalf of the Company and to
take such other actions and execute such other documents as may be necessary to
effectuate this Agreement.

/s/ Jeffrey W. Carr
-------------------------
Secretary

FMC Technologies, Inc.

THE NORTHERN TRUST COMPANY

ATTEST:                        By:  /s/ M. Curtis Pence
-----------------------------------------

_________________________      Its: Vice President
-----------------------------------------

16

Exhibit 10.6.C

FMC TECHNOLOGIES, INC. EMPLOYEES' RETIREMENT PROGRAM

PART I

SALARIED AND NONUNION HOURLY EMPLOYEES' RETIREMENT PLAN

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

INTRODUCTION.................................................................................     1

ARTICLE I....................................................................................     2

Definitions..................................................................................     2
-----------
Actuarial Equivalent.........................................................................     2
--------------------
Administrator................................................................................     2
-------------
Affiliate....................................................................................     2
---------
Annuity Starting Date........................................................................     3
---------------------
Beneficiary..................................................................................     3
-----------
Benefits Agreement...........................................................................     3
------------------
Board........................................................................................     3
-----
Code.........................................................................................     3
----
Committee....................................................................................     3
---------
Company......................................................................................     3
-------
Early Retirement Benefit.....................................................................     3
------------------------
Early Retirement Date........................................................................     3
---------------------
Earnings.....................................................................................     4
--------
Effective Date...............................................................................     5
--------------
Eligible Employee............................................................................     5
-----------------
Employee.....................................................................................     5
--------
Employee Contributions.......................................................................     5
----------------------
Employment Commencement Date.................................................................     5
----------------------------
ERISA........................................................................................     5
-----
50% Joint and Survivor's Annuity.............................................................     6
--------------------------------
Final Average Yearly Earnings................................................................     6
-----------------------------
FMC..........................................................................................     6
---
FMC Beneficiary..............................................................................     6
---------------
FMC Joint Annuitant..........................................................................     6
-------------------
FMC Participant..............................................................................     6
---------------
FMC Plan.....................................................................................     6
--------
FTI Spinoff..................................................................................     6
-----------
Foreign Subsidiary...........................................................................     6
------------------
Hour of Service..............................................................................     6
---------------
Individual Life Annuity......................................................................     6
-----------------------
Interest.....................................................................................     7
--------
Investment Manager...........................................................................     7
------------------
Joint Annuitant..............................................................................     7
---------------
Leased Employee..............................................................................     7
---------------
Level Income Option..........................................................................     7
-------------------
Normal Retirement Date.......................................................................     7
----------------------
100% Joint and Survivor's Annuity............................................................     7
---------------------------------
One-Year Period of Severance.................................................................     7
----------------------------
Participant..................................................................................     7
-----------
Participating Employer.......................................................................     7
----------------------
Period of Service............................................................................     7
-----------------
Period of Severance..........................................................................     8
-------------------
Plan.........................................................................................     8
----
Plan Year....................................................................................     8
---------
Primary Social Security Benefit..............................................................     8
-------------------------------

i

Reemployment Commencement Date................................................................................    8
------------------------------
Savings Plan..................................................................................................    8
------------
Severance From Service Date...................................................................................    8
---------------------------
Social Security Covered Compensation Base.....................................................................

9
-----------------------------------------
Supplement....................................................................................................    9
----------
Trust.........................................................................................................    9
-----
Trust Fund....................................................................................................    9
----------
Year of Credited Service......................................................................................    9
------------------------
Year of Vesting Service.......................................................................................   10
-----------------------

ARTICLE II....................................................................................................   11

Participation.................................................................................................   11
-------------
2.1       Eligibility and Commencement of Participation.......................................................   11
---------------------------------------------
2.2       Provision of Information............................................................................   11
------------------------
2.3       Termination of Participation........................................................................   11
----------------------------
2.4       Special Rules Relating to Veterans' Reemployment Rights.............................................   11
-------------------------------------------------------

ARTICLE III...................................................................................................   12

Normal, Early and Deferred Retirement Benefits................................................................   12
----------------------------------------------
3.1       Normal Retirement Benefits..........................................................................   12
--------------------------
3.2       Early Retirement Benefits...........................................................................   13
-------------------------
3.3       Deferred Retirement Benefits........................................................................   13
----------------------------
3.4       Suspension of Benefits..............................................................................   15
----------------------
3.5       Benefit Limitations.................................................................................   17
-------------------
3.6       FMC Participants' Benefits..........................................................................   20
--------------------------

ARTICLE IV....................................................................................................   21

Termination Benefits..........................................................................................   21
--------------------
4.1       Termination of Service..............................................................................   21
----------------------
4.2       Amount of Termination Benefit.......................................................................   21
-----------------------------

ARTICLE V.....................................................................................................   23

Refund of Employee Contributions..............................................................................   23
--------------------------------
5.1       Employee Contributions..............................................................................   23
----------------------
5.2       Withdrawal of Employee Contributions................................................................   23
------------------------------------
5.3       Refund Upon Death Before Annuity Starting Date......................................................   23
----------------------------------------------
5.4       Refund After Annuity Starting Date..................................................................   23
----------------------------------

ARTICLE VI....................................................................................................   25

Payment of Retirement Benefits................................................................................   25
------------------------------
6.1       Normal Form of Benefit..............................................................................   25
----------------------
6.2       Available Forms of Benefits.........................................................................   25
---------------------------
6.3       Election of Benefits................................................................................   26
--------------------
6.4       Joint Annuitants....................................................................................   27
----------------
6.5       FMC Participants in Pay Status......................................................................   28
------------------------------

ARTICLE VII...................................................................................................   29

Survivor's Benefits...........................................................................................   29
-------------------
7.1       Preretirement Survivor's Benefit....................................................................   29
--------------------------------
7.2       Surviving Spouse's Benefit..........................................................................   30
--------------------------
7.3       Certain Former Employees............................................................................   30
------------------------

ARTICLE VIII..................................................................................................   32

Fiduciaries...................................................................................................   32
-----------
8.1       Named Fiduciaries...................................................................................   32
-----------------
8.2       Employment of Advisers..............................................................................   32
----------------------

ii

8.3       Multiple Fiduciary Capacities.....................................................................     32
-----------------------------
8.4       Payment of Expenses...............................................................................     32
-------------------
8.5       Indemnification...................................................................................     33
---------------

ARTICLE IX..................................................................................................     34

Plan Administration.........................................................................................     34
-------------------
9.1       Powers, Duties and Responsibilities of the Administrator and the Committee........................     34
--------------------------------------------------------------------------
9.2       Delegation of Administration Responsibilities.....................................................     34
---------------------------------------------
9.3       Committee Members.................................................................................     35
-----------------

ARTICLE X...................................................................................................     36

Funding of the Plan.........................................................................................     36
-------------------
10.1      Appointment of Trustee............................................................................     36
----------------------
10.2      Actuarial Cost Method.............................................................................     36
---------------------
10.3      Cost of the Plan..................................................................................     36
----------------
10.4      Funding Policy....................................................................................     36
--------------
10.5      Cash Needs of the Plan............................................................................     37
----------------------
10.6      Public Accountant.................................................................................     37
-----------------
10.7      Enrolled Actuary..................................................................................     37
----------------
10.8      Basis of Payments to the Plan.....................................................................     37
-----------------------------
10.9      Basis of Payments from the Plan...................................................................     37
-------------------------------

ARTICLE XI..................................................................................................     38

Plan Amendment or Termination...............................................................................     38
-----------------------------
11.1      Plan Amendment or Termination.....................................................................     38
-----------------------------
11.2      Limitations on Plan Amendment.....................................................................     38
-----------------------------
11.3      Effect of Plan Termination........................................................................     38
--------------------------
11.4      Allocation of Trust Fund on Termination...........................................................     39
---------------------------------------

ARTICLE XII.................................................................................................     40

Miscellaneous Provisions....................................................................................     40
------------------------
12.1      Subsequent Changes................................................................................     40
------------------
12.2      Plan Mergers......................................................................................     40
------------
12.3      No Assignment of Property Rights..................................................................     40
--------------------------------
12.4      Beneficiary.......................................................................................     41
-----------
12.5      Benefits Payable to Minors, Incompetents and Others...............................................     41
---------------------------------------------------
12.6      Employment Rights.................................................................................     42
-----------------
12.7      Proof of Age and Marriage.........................................................................     42
-------------------------
12.8      Small Annuities...................................................................................     42
---------------
12.9      Controlling Law...................................................................................     42
---------------
12.10     Direct Rollover Option............................................................................     42
----------------------
12.11     Claims Procedure..................................................................................     43
----------------
12.12     Participation in the Plan by an Affiliate.........................................................     45
-----------------------------------------
12.13     Action by Participating Employers.................................................................     45
---------------------------------

ARTICLE XIII................................................................................................     46

Top Heavy Provisions........................................................................................     46
--------------------
13.1      Top Heavy Definitions.............................................................................     46
---------------------
13.2      Determination of Top Heavy Status.................................................................     49
---------------------------------
13.3      Minimum Benefit Requirement for Top Heavy Plan....................................................     49
----------------------------------------------
13.4      Vesting Requirement for Top Heavy Plan............................................................     50
--------------------------------------

iii

EXHIBIT A...................................................................................................     52

EXHIBIT B...................................................................................................     53

EXHIBIT C...................................................................................................     54

SUPPLEMENT 1................................................................................................     55

SUPPLEMENT 2................................................................................................     57

SUPPLEMENT 3................................................................................................     58

SUPPLEMENT 4................................................................................................     60

iv

FMC TECHNOLOGIES, INC. EMPLOYEES' RETIREMENT PROGRAM
PART I
SALARIED AND NONUNION HOURLY EMPLOYEES' RETIREMENT PLAN

INTRODUCTION

The FMC Technologies, Inc. Employees' Retirement Program
("Program") is established effective May 1, 2001, in connection with a spin-off
of assets and liabilities from the FMC Corporation Employees' Retirement Program
(the "FMC Plan").

The Program consists of two parts, Part I Salaried and Nonunion
Hourly Employees' Retirement Plan and Part II Union Hourly Employees' Retirement
Plan, which are contained in two separate plan documents. Supplements to Part I
and Part II of the Program contain provisions which apply only to a specific
group of Employees or Participants as specified therein and override any
contrary provision of the Program or either Part I or Part II. This document is
Part I Salaried and Nonunion Hourly Employees' Retirement Plan ("Plan") and
covers the eligible employees as provided in Article II Participation. This
document is generally effective as of May 1, 2001, except as and to the extent
otherwise provided herein or as required with respect to the accrued benefits of
any Participant affected by the FTI Spinoff. This document shall not be
construed to affect an FMC Participant's accrued benefit under the FMC Plan, or
to alter in any way the rights of any FMC Participant, FMC Joint Annuitant or
FMC Beneficiary thereof who has retired, died, or with respect to whom there has
been a severance from service date under the FMC Plan before May 1, 2001.

The Plan is intended to be qualified under Code Section 401(a),
and its associated trust is intended to be tax exempt under Code Section 501(a).
The Plan is intended also to meet the requirements of ERISA and shall be
interpreted, wherever possible, to comply with the terms of the Code and ERISA.
The Plan is intended to provide a regular monthly retirement benefit for
employees who meet the eligibility requirements.

1

ARTICLE I

Definitions
-----------

For purposes of this Plan and any amendments to it, the
following terms have the meanings ascribed to them below.

Actuarial Equivalent means a benefit determined to be of equal
--------------------
value to another benefit on the basis of either (a) the actuarial assumptions in
Exhibit E-1, E-2, E-3 or E-4, as applicable, or (b) the mortality table and
interest rate described in the applicable Supplement.

Notwithstanding the foregoing, for purposes of Section
12.8,  Actuarial Equivalent value shall be determined as follows:

(i)      with respect to FMC Participants whose Annuity
Starting Dates occurred prior to June 1, 1995, based
on the actuarial assumptions in Exhibit E-4; provided
that the interest rate shall not exceed the rate for
immediate annuities used by the Pension Benefit
Guaranty Corporation for plans terminating on the
first day of the Plan Year that contains the Annuity
Starting Date;

(ii)     with respect to FMC Participants with Annuity
Starting Dates occurring on or after June 1, 1995,
and who had an Hour of Service prior to August 31,
1999, based on the 1983 Group Annuity Mortality Table
(weighed 50% male and 50% female) (or the applicable
mortality table prescribed under Section 417(e)(3) of
the Code) and the lesser of the interest rate in
Exhibit E-4 or the applicable interest rate
prescribed under Section 417(e)(3) of the Code for
the November preceding the Plan Year that contains
the Annuity Starting Date; and

(iii)    for Annuity Starting Dates occurring on or after
August 31, 1999, with respect to any Participant who
did not have an Hour of Service prior to July 1,
1999, based on the 1983 Group Annuity Mortality Table
(weighted 50% male and 50% female) (or the applicable
mortality table, prescribed under Section 417(e)(3)
of the Code) and the applicable interest rate
prescribed under Section 417(e)(3) of the Code for
the November preceding the Plan Year that contains
the Annuity Starting Date.

Administrator means the Company. The Plan is administered by
-------------
the Company through the Committee. The Administrator and the Committee have the
responsibilities specified in Article IX.

Affiliate means any corporation, partnership, or other entity
---------
that is:

(a)      a member of a controlled group of corporations of
which the  Company is a member (as  described  in
Code Section 414(b));

2

(b)      a member of any trade or business under common
control with the Company (as described in Code
Section 414(c));

(c)      a member of an affiliated service group that includes
the Company (as described in Code Section 414(m));

(d)      an entity required to be aggregated with the Company
pursuant to regulations promulgated under Code
Section 414(o); or

(e)      a leasing organization that provides Leased Employees
to the Company or an Affiliate (as determined under
paragraphs (a) through (d) above), unless (i) the
Leased Employees constitute less than 20% of the
nonhighly compensated workforce of the Company and
Affiliates (as determined under paragraphs (a)
through (d) above); and (ii) the Leased Employees are
covered by a plan described in Code Section
414(n)(5).

"Leasing organization" has the meaning ascribed to it in the
definition of "Leased Employee" below.

For purposes of Section 3.5, the 80% thresholds of Code
Sections 414(b) and (c) are deemed to be "more than 50%," rather than "at least
80%."

Annuity Starting Date means the first day of the first period
---------------------
for which an amount is paid in an annuity or other form of benefit. In the case
of a lump sum distribution, the Annuity Starting Date is the date payment is
actually made.

Beneficiary means the person or persons determined pursuant to
-----------
Section 12.4.

Benefits Agreement means the Employee Benefits Agreement by
------------------
and between FMC and the Company.

Board means the board of directors of the Company.
-----

Code means the Internal Revenue Code of 1986, as amended from
----
time to time. Reference to a specific provision of the Code includes that
provision, any successor to it and any valid regulation promulgated under the
provision or successor provision.

Committee means the FTI Employee Benefits Plan Committee as
---------
described in Section 9.3, its authorized delegatee and any successor to the
Committee.

Company means FMC Technologies, Inc., a Delaware corporation,
-------
and any successor to it.

Early Retirement Benefit means the benefits determined
------------------------
pursuant to Section 3.2.

Early Retirement Date means (a) in the case of an FMC
---------------------
Participant who became a Participant in the FMC Plan before January 1, 1984,
such Participant's 55th birthday; and (b) in the case of an FMC Participant who
became a Participant in the FMC Plan after December 31, 1983, or any other
Employee who became a Participant in this Plan after the Effective Date, the

3

later of the Participant's 55th birthday and the date the Participant acquires
10 Years of Credited Service.

Earnings means the total compensation paid by the Company or a
--------
Participating Employer to an Eligible Employee for each Plan Year that is
currently includible in gross income for federal income tax purposes:

(a)     including:  overtime, administrative and discretionary bonuses
---------
(including, gain sharing bonuses, performance related bonuses,
completion bonuses (except as provided below); sales incentive
bonuses; earned but unused vacation, back pay, sick pay (other
than a cash payment of unused sick days) and state disability
benefits; plus the Employee's Pre-Tax Contributions and
amounts contributed to a plan described in Code Section 125 or
132; and the incentive compensation (including management
incentive bonuses which may be paid in cash and restricted
stock and local incentive bonuses) earned during the Plan
Year;

(b)      but excluding:  hiring bonuses;  referral bonuses; stay
-------------
bonuses;  retention bonuses; awards (including safety awards,
"Gutbuster" awards and other similar awards); amounts received
as deferred compensation; disability payments from insurance
or the Long-Term Disability Plan for Employees of FMC
benefits); workers' Technologies, Inc. (other than state
disability compensation  benefits; flexible credits (i.e.,
wellness awards and payments for opting out of benefit
coverage); expatriate  premiums (including  completion of
expatriate assignment bonuses); grievance or settlement pay;
severance pay; incentives for reduction in force; accrued (but
not earned) vacation; other special payments such as
reimbursements, relocation  or moving  expense allowances;
stock options or other stock-based compensation (except as
provided above); any gross-up paid by a Participating
Employer; other distributions that receive special tax
benefits; any amounts paid by a Participating Employer to
cover an Employee's  FICA tax obligation as to amounts
deferred or accrued under any nonqualified retirement plan of
a Participating  Employer; and, pay in lieu of notice.

The annual amount of Earnings taken into account for a
Participant must not exceed $160,000 (as adjusted by the Internal Revenue
Service for cost-of-living increases in accordance with Code Section
401(a)(17)(B)).

A Participant's Earnings will be conclusively determined
according to the Company's records.

An FMC  Participant's  Earnings shall include all "Earnings"
determined under the FMC Plan on and prior to April 30, 2001.

Effective Date means (i) May 1, 2001 or, if later, an
--------------
Employee's Employment Commencement Date or Reemployment Commencement date,
whichever is applicable, or (ii) with respect to each FMC Participant, May 1,
2001 or, if later, the date such FMC Participant's accrued benefit under the FMC
Plan is deemed transferred to this Plan under the Benefits Agreement.

4

Eligible Employee means an Employee of a Participating
-----------------
Employer who is employed on a salaried basis or in such other classifications as
the Company may designate as salaried positions, other than:

(a)      a Leased Employee;

(b)      a member of a bargaining unit covered by a collective
bargaining  agreement that does not specifically
provide for participation in the Plan by members of
the bargaining unit; or

(c)      any Employee who generally resides outside the United
States or whose principal duties generally are
performed outside the United States as determined by
the Company, unless such individual is a United
States citizen or permanent resident alien or the
Company designates such individual as an Eligible
Employee.

Any individual who is a United States citizen or permanent
resident alien and who is employed by a Foreign Subsidiary in a position which
would make such individual an Eligible Employee if employed by the Company shall
be deemed to be employed by the Company, provided that no entity other than the
Company makes contributions under any funded plan of deferred compensation
(other than the Thrift Plan or any governmental retirement plan) with respect to
the remuneration such individual receives from such Foreign Subsidiary.

Employee  means a common law employee or Leased  Employee of
--------
the Company or an  Affiliate,  subject to the  following rules:

(a)      a person who is not a Leased Employee and who is
engaged as an independent contractor is not an
Employee;

(b)      only individuals who are paid as employees from the
payroll of the Company or an Affiliate and treated as
employees are Employees under the Plan; and

(c)      any person retroactively found to be a common law
employee shall not be eligible to participate in the
Plan for any period he was not an Employee under the
Plan.

Employee  Contributions means required contributions made by
-----------------------
Participants to the FMC Plan or prior plans prior to May 1, 1969.

Employment Commencement Date means the date on which the
----------------------------
Employee first performs an Hour of Service.

ERISA means the Employee Retirement Income Security Act of
-----
1974, as amended from time to time. Reference to a specific provision of ERISA
includes the provision, any successor provision and any valid regulation
promulgated under the provision or successor provision.

5

50% Joint and Survivor's Annuity means the immediate annuity
--------------------------------
determined pursuant to Section 6.1.2.

Final Average Yearly Earnings means 1/5th of the sum of the
-----------------------------
Participant's Earnings while an Eligible Employee (or with respect to an FMC
Participant, while an Eligible Employee or while an eligible employee under the
FMC Plan) for the 60 consecutive calendar months (not taking into account months
in which the Participant had no Earnings) out of the past 120 calendar months in
which such Earnings were the highest. If the commencement of a Participant's
retirement benefits hereunder is preceded by a period of long-term disability,
the Company may adjust Final Average Yearly Earnings on a nondiscriminatory
basis. With respect to Participants who accepted offers of employment with
Snap-On Incorporated ("Snap-On") as a result of the Company's sale of assets of
its Automotive Service Equipment Division to Snap-On, the Participants' Earnings
shall include eligible wages with Snap-On and its subsidiaries for purposes of
calculating Final Average Yearly Earnings.

FMC means FMC Corporation, a Delaware corporation.
---

FMC Beneficiary means an individual who was receiving benefits
---------------
under the FMC Plan as a result of the death of an FMC Participant and whose
benefit was transferred to this Plan pursuant to the FTI Spinoff.

FMC Joint Annuitant means an individual who was designated as
-------------------
a joint annuitant of an FMC Participant under the FMC Plan, the benefits of such
FMC Participant which were transferred to this Plan pursuant to the FTI Spinoff.

FMC Participant means any participant in Part I Salaried and
---------------
Non-Union Hourly Employee's Retirement Plan of the FMC Plan who had their
accrued benefit, years of credited service and years of vesting service under
the FMC Plan transferred to this Plan, pursuant to the FTI Spinoff.

FMC Plan means the FMC Corporation Employees' Retirement
--------
Program.

FTI Spinoff means the transfer of assets and liabilities
-----------
attributable to FMC Participants from the FMC Plan to this Plan pursuant to the
Benefits Agreement.

Foreign Subsidiary means a foreign corporation covered by an
------------------
agreement between the Company and the Internal Revenue Service extending Federal
Social Security benefits to such foreign corporation's employees who are United
States citizens, provided that either (a) not less than 20% of the voting stock
of such foreign corporation is owned by the Company or (b) more than 50% of the
voting stock of such foreign corporation is owned by another foreign corporation
which is described in (a) above.

Hour of Service means each hour for which an Employee is
---------------
directly or indirectly paid or entitled to payment by the Company or an
Affiliate for the performance of duties and, for each FMC Participant, each hour
of service credited to such individual under the FMC Plan as of the date prior
to the Effective Date for such FMC Participant.

Individual Life Annuity means the annuity determined pursuant
-----------------------
to Section 6.1.1.

6

Interest means interest compounded annually at the following
--------
rates:

(a)    if Employee Contributions are withdrawn prior to
retirement then

(i)   for periods prior to January 1, 1976 at a rate
equal to 3%; and

(ii)  for periods on and after January 1, 1976 at a
rate equal to 5%.

(b)    if Employee Contributions are not withdrawn and are
used to increase a Participant's Normal Retirement Benefit under Section 3.1.3,
then at a rate equal to 5%.

Investment Manager means a person who is an "investment
------------------
manager" as defined in section 3(38) of ERISA.

Joint Annuitant means the individual determined pursuant to
---------------
Section 6.4.

Leased Employee means an individual who performs services for
---------------
the Company or an Affiliate on a substantially full-time basis for a period of
at least one year, under the primary direction or control of the Company or an
Affiliate, and under an agreement between the Company or Affiliate and a leasing
organization. The leasing organization can be a third party or the Leased
Employee himself.

Level Income Option means the annuity determined pursuant to
-------------------
Section 6.2.4.

Normal Retirement Date means the Participant's 65th birthday.
----------------------

100% Joint and Survivor's Annuity means the immediate annuity
---------------------------------
determined pursuant to Section 6.2.3.

One-Year Period of Severance means a 12-consecutive-month
----------------------------
period commencing on an Employee's Severance From Service Date in which the
Employee is not credited with an Hour of Service.

Participant means an Eligible Employee who has begun, but not
-----------
ended, his or her participation in the Plan pursuant to the provisions of
Article II and, unless specifically indicated otherwise, shall include each FMC
Participant.

Participating Employer means the Company and each other
----------------------
Affiliate that adopts the Plan with the consent of the Board, as provided in
Section 12.12.

Period of Service means the period commencing on the Effective
-----------------
Date and ending on the Severance From Service Date including, for each FMC
Participant, periods of service credited under the FMC Plan as of the date
immediately prior to the relevant Effective Date for such FMC Participant. All
Periods of Service (whether or not consecutive) shall be aggregated.
Notwithstanding the foregoing, if an Employee incurs a One-Year Period of
Severance at a time when he or she has no vested interest under the Plan and the
Employee does not perform an Hour of Service within 5 years after the beginning
of the One-Year Period of

7

Severance, the Period of Vesting Service prior to such One-Year Period of
Severance shall not be aggregated.

Period of Severance means the period commencing on the
-------------------
Severance From Service Date and ending on the date on which the Employee again
performs an Hour of Service.

Plan means Part I Salaried and Nonunion Hourly Employees'
----
Retirement Plan of the FMC Technologies, Inc. Employees' Retirement Program.

Plan Year means the period beginning May 1, 2001 and ending
---------
December 31, 2001 and thereafter the 12-month period beginning on January 1 and
ending the next December 31.

Primary Social Security Benefit means the primary benefit
-------------------------------
which the Participant is eligible to receive at age 65 under the old age portion
of the Federal Old Age, Survivors' and Disability Insurance Program assuming
that after termination of employment with the Company and Affiliates the
Participant has no further earnings subject to such programs. A Participant's
Primary Social Security Benefit shall be determined by taking his Earnings at
the time of his employment and applying a salary scale, projected backwards,
reflecting the actual change in the average wage from year to year as determined
by the Social Security Administration.

Reemployment Commencement Date means the first date following
------------------------------
a Period of Severance which is not required to be taken into account for
purposes of an Employee's Period of Vesting Service on which the Employee
performs an Hour of Service.

Savings Plan means the FMC Technologies, Inc. Employees'
------------
Savings and Investment Plan, as amended from time to time.

Severance From Service Date means the earliest of:
---------------------------

(a)      the date on which an Employee voluntarily terminates,
retires, is discharged or dies;

(b)      the first anniversary of the first date of a period
in which an Employee remains absent from service
(with or without pay) with the Company and Affiliates
for any reason other than voluntary termination,
retirement, discharge or death; or

(c)      the second anniversary of the date an Employee is
absent pursuant to a maternity or paternity leave of
absence; provided, however, that the period between
the first and second anniversaries of the first date
of such absence shall be neither a Period of Service
nor a One-Year Period of Severance.

Notwithstanding the foregoing, a Severance From Service Date
shall not be considered to have occurred under the following circumstances:

(i)      during a leave of absence, vacation or holiday with
pay;

8

(ii)     during a leave of absence  without pay granted by
reason of disability or under the Family and Medical
Leave Act of 1993;

(iii)    during a period of qualified military service,
provided the Employee makes application to return
within 90 days after completion of active service and
returns to active employment as an Employee while
reemployment rights are protected by law. If the
Employee does not so return, the Employee shall have
a Severance From Service Date on the first
anniversary of the date of entry into military
service.

If the Employee violates the terms of a leave of absence, the
Employee shall be deemed to have voluntarily terminated as of the date of such
violation. In the case of a leave in excess of 12 months, if the Employee fails
to return to active employment immediately after such leave, the Employee shall
be deemed to have voluntarily terminated as of the last day of the 12th month of
the leave.

A "maternity or paternity leave of absence" means an absence
from work by reason of the Employee's pregnancy, birth of the Employee's child,
placement of a child with the Employee in connection with the adoption of such
child, or any absence for the purpose of caring for such child for a period
immediately following such birth or placement.

Social Security Covered Compensation Base means the average of
-----------------------------------------
the compensation and benefit bases in effect under Section 230 of the Social
Security Act for each year in the 35-year period ending with the year in which
the participant attains Social Security retirement age as defined in Section
415(b)(8) of the Code.

Supplement means the provisions of the Plan which apply only
----------
to a specific group of Employees or Participants as detailed in such Supplement
and which override any contrary provision of the Plan.

Trust means the trust established by the Trust Agreement.
-----
"Trust Agreement" means the trust agreement or agreements, as amended from time
to time, entered into by the Company and the Trustee pursuant to Section 8.1.
"Trustee" means the trustee or trustees at any time appointed by the Company
pursuant to Section 8.1.

Trust Fund means the trust fund established and maintained by
----------
the Trustee to hold all assets of the Plan pursuant to the Trust Agreement.

Year of Credited Service means (a) for an FMC Participant, his
------------------------
or her years of credited service under the FMC Plan prior to such FMC
Participant's Effective Date, and (b) the total number of calendar months during
the Employee's Period of Service while the Employee is an Eligible Employee and
after he has become a Participant divided by 12. A partial month in such Period
of Service counts as a whole month, and fractional Years of Credited Service
shall be taken into account in determining a Participant's benefits. Year of
Credited Service shall also include such other periods as the Company recognizes
as a Year of Credited Service, pursuant to written and nondiscriminatory rules.

9

Notwithstanding the foregoing, Credited Service shall not
include (i) any leave of absence without pay unless the Employee returns to
active employment as an Employee immediately after such leave and abides by all
the terms of the leave, (ii) any maternity or paternity leave of absence unless
the Employee returns to active employment as an Employee within 12 months after
the first day of such leave, or (iii) any period of service with respect to
which such Eligible Employee accrues a benefit under the FMC Plan on or after
May 1, 2001 or any pension, profit sharing or other retirement plan listed on
Exhibit A.

Year of Vesting Service means (a) for an FMC Participant, his
-----------------------
or her years of service and years of vesting service credited under the FMC Plan
prior to such FMC Participant's Effective Date, and (b) the total number of
calendar months during the Employee's Period of Service divided by 12,
determined in accordance with the following rules:

(i)      a partial month in the Employee's Period of Service
counts as a whole month;

(ii)     if the Employee has a Severance From Service Date by
reason of a voluntary termination, discharge or
retirement and the Employee then performs 1 Hour of
Service within 12 months of the Severance From
Service Date, such Period of Severance is included in
the Period of Vesting Service. If the Employee has a
Severance From Service Date by reason of a voluntary
termination, discharge or retirement during an
absence from service of 12 months or less for any
reason other than a voluntary termination, discharge
or retirement, and then performs 1 Hour of Service
within 12 months of the date on which the Employee
was first absent from service, such Period of
Severance is included in the Period of Vesting
Service;

(iii)    period of Vesting Service also includes the
following:

(1)     a period of employment with an employer
substantially all of the equity interest or
assets of which have been acquired by the
Company or an Affiliate, but only to the
extent that the Company expressly recognizes
such period as a Period of Vesting Service
pursuant to written and nondiscriminatory
rules; and

(2)     such other periods as the Company recognizes
as a Period of Vesting Service pursuant to
written and nondiscriminatory rules.

10

ARTICLE II

Participation
-------------

2.1   Eligibility and Commencement of Participation
---------------------------------------------

Each FMC Participant shall automatically became a Participant in the
Plan on such FMC Participant's Effective Date. Except as otherwise provided in
the applicable Supplement, each other Employee shall automatically become a
Participant in the Plan as of the first day of the month in which the
Participant satisfies all of the following requirements:

(a)  the Employee is an Eligible Employee; and

(b)  the Employee either (i) is a permanent, full-time Employee, or
(ii) has completed not less than 1,000 Hours of Service in a
12-month period beginning on the date his employment commenced or
any anniversary thereof.

2.2   Provision of Information
------------------------

Each Participant must make available to the Administrator any
information it reasonably requests. As a condition of participation in the Plan,
each Employee and FMC Participant agrees, on his or her own behalf and on behalf
of all persons who may have or claim any right by reason of the Employee's
participation in the Plan, to be bound by all provisions of the Plan.

2.3   Termination of Participation
----------------------------

A Participant ceases to be a Participant when he or she dies or, if
earlier, when his or her entire vested benefit accrued under the Plan has been
paid to him or her.

2.4   Special Rules Relating to Veterans' Reemployment Rights
-------------------------------------------------------

Notwithstanding any provision of this Plan to the contrary, with
respect to an Eligible Employee or Participant who is reemployed in accordance
with the reemployment provisions of the Uniformed Services Employment and
Reemployment Rights Act following a period of qualifying military service (as
determined under such Act), contributions, benefits and service credit will be
provided in accordance with Section 414(u) of the Code.

11

ARTICLE III

Normal, Early and Deferred Retirement Benefits
----------------------------------------------

3.1   Normal Retirement Benefits
--------------------------

3.1.1  Normal Retirement: A Participant who retires on the Normal
Retirement Date shall be entitled to receive a Normal Retirement Benefit
determined under Section 3.1.2. Payment of such benefit shall commence as of the
first day of the month coincident with or next following the Participant's
Normal Retirement Date, unless the Participant elects to defer commencement
subject to Section 3.3.2.

3.1.2  Calculation of Normal Retirement Benefit: Subject to Section
3.1.3, a Participant's monthly Normal Retirement Benefit shall be equal to the
product of (a) multiplied by (b) below:

(a)    1/12th of the sum of (i) and (ii) below:

(i)  the sum of (1) 1% of the Participant's Final Average
Yearly Earnings up to the Social Security Covered
Compensation Base and (2) 1-1/2% of the Participant's
Final Average Yearly Earnings in excess of the Social
Security Covered Compensation Base multiplied by the
Participant's expected Years of Credited Service at age 65
up to 35 Years of Credited Service; and

(ii) 1-1/2% of the Participant's Final Average Yearly Earnings
multiplied by the Participant's expected Years of Credited
Service at age 65 in excess of 35 Years of Credited
Service.

(b)    the ratio of actual Years of Credited Service to expected Years
of Credited Service at age 65.

In no event, however, shall an FMC Participant's monthly Normal Retirement
Benefit be less than his or her accrued monthly Normal Retirement Benefit under
the FMC Plan as of December 31, 1990.

3.1.3  Increases for Employee Contributions: A Participant's Normal
Retirement Benefit shall be increased $1 for each $120.00 of unwithdrawn
Employee Contributions and Interest credited to the Participant.

3.1.4  Reductions for Certain Benefits: A Participant's Normal
Retirement Benefit shall be reduced by the value of (a) for FMC Participants,
the FMC Participant's vested benefit accrued under the FMC Plan as of November
30, 1985 (to the extent funded by an individual Aetna nonparticipating annuity)
and (b) any vested benefit payable to the Participant under the FMC Plan or any
pension, profit sharing or other retirement plan other than the Thrift Plan
(hereinafter called "Duplicate Benefit Plan") which is attributable to any
period which

12

counts as Credited Service under this Plan. For purposes of determining the
amount of the reduction, the vested benefit under the Duplicate Benefit Plan
shall be converted to a form which is identical to the form of benefit which is
to be paid under this Plan. Such conversion will be made using the actuarial
assumptions in effect (as shown on Exhibits E-1, E-2, E-3, and E-4, as amended
from time to time) as of the Annuity Starting Date. The value of the
Participant's vested benefit under the Duplicate Benefit Plan shall be
determined as of the earlier of such date or the date distribution of such
vested benefit was made or commenced.

3.2   Early Retirement Benefits
-------------------------

3.2.1  Early Retirement: A Participant who retires on or after the
Early Retirement Date shall be entitled to receive an Early Retirement Benefit
determined under Section 3.2.2. Payment of such benefit shall commence as of the
first of the month after the Participant retires or, if the Participant elects,
as of the first day of any subsequent month. Any such election of a deferred
commencement date may be revoked at any time prior to such date and a new date
may be elected by giving advance written notice to the Administrator in
accordance with rules prescribed by the Administrator.

3.2.2  Calculation of Early Retirement Benefit: Subject to Sections
3.2.3 and 3.2.4, a Participant's monthly Early Retirement Benefit shall be equal
to the greater of (a) or (b) below:

(a)    an amount determined pursuant to Section 3.1.2; and

(b)    for an FMC Participant, his or her accrued monthly unreduced
Early Retirement Benefit under the FMC Plan as of December 31,
1990 that was transferred to the Plan in the FTI Spinoff.

3.2.3  Early Retirement Reduction Factor: The Participant's Early
Retirement Benefit computed pursuant to Section 3.2.2 shall be reduced by 1/3 of
1% for each month in excess of 36 by which the commencement of the Participant's
Early Retirement Benefit precedes the Participant's 65th birthday.

3.2.4  Adjustments to Early Retirement Benefit: A Participant's Early
Retirement Benefit shall be increased as provided in Section 3.1.3 except that
the number of dollars of unwithdrawn Employee Contributions and Interest
required to provide $1 of monthly retirement benefits shall be increased by $3
for each full year by which the commencement of the Participant's Early
Retirement Benefit precedes the Participant's Normal Retirement Date.

3.3   Deferred Retirement Benefits
----------------------------

3.3.1  Deferred Retirement: A Participant who retires after the Normal
Retirement Date shall be entitled to receive a Normal Retirement Benefit
determined under Section 3.1.2 commencing as of the first day of the month
coinciding with or next following the date the Participant actually retires.
Each Participant shall accrue additional benefits hereunder after the
Participant's Normal Retirement Date with respect to the portion of the Normal
Retirement Benefit which is attributable to contributions by the Company, and
the amount of

13

Employee Contributions and Interest required to provide $1 of monthly retirement
benefit under Section 3.1.3 shall be decreased by $3 for each full year by which
the commencement of the Normal Retirement Benefit follows the Normal Retirement
Date.

3.3.2  Distribution Requirements: Except as hereinafter provided,
unless the Participant elects otherwise in accordance with the terms of the
Plan, payment of a Participant's retirement benefits will begin no later than 60
days after the close of the Plan Year in which the latest of the following
events occurs:

(a)    the Participant's 65th birthday;

(b)    the 10th anniversary of the year in which the Participant
commenced participation in the Plan; and

(c)    the Participant terminates employment with the Company and all
Affiliates.

If the amount of the payment required to commence on the date
determined under this Section 3.3.2 cannot be ascertained by such date, or if it
is not possible to make such payment on such date because the Administrator
cannot locate the Participant after making reasonable efforts to do so, a
payment retroactive to such date may be made no later than 60 days after the
earliest date on which the amount of such payment can be ascertained under this
Plan or the date the Participant is located.

Notwithstanding any other provision of this Plan:

(i)   the accrued benefit of a Participant who attains age 70-1/2 on
or after January 1, 2000 must be distributed or commence to be
distributed no later than the April 1 following the later of (1)
the calendar year in which the Participant attains age 70-1/2 or
(2) the calendar year in which the Participant retires (unless
the Participant is a 5% owner, as defined in Code Section 416,
of the Company with respect to the Plan Year in which the
Participant attains age 70-1/2, in which case this Subsection
(2) shall not apply); and

(ii)  the accrued benefit of a Participant who attains age 70-1/2
prior to January 1, 2000 must be distributed or commence to be
distributed no later than the April 1 following the calendar
year in which the Participant attains age 70-1/2 unless the
Participant is not a 5% owner (as defined in Subsection (i)) and
elects to defer distribution to the calendar year in which the
Participant retires.

All Plan distributions will comply with Code Section 401(a)(9),
including Department of Treasury Regulation Section 1.401(a)(9)-2.

3.4   Suspension of Benefits
----------------------

14

3.4.1  Prior to Normal Retirement Date: If a Participant receives
retirement benefits under the Plan following a termination of his employment
prior to the Participant's Normal Retirement Date and again becomes an Employee
prior to the Participant's Normal Retirement Date, no retirement benefits shall
be paid during such later period of employment and up to the Participant's
Normal Retirement Date. Any benefits payable under the Plan to or on behalf of
the Participant at the time of the Participant's subsequent termination of
employment shall be reduced by the actuarial equivalent (based on the
assumptions in Exhibit E-4) of any benefits paid to the Participant after the
Participant earlier termination and prior to his Normal Retirement Date.

3.4.2  After Normal Retirement Date: If (a) a Participant whose
employment terminates again becomes an Employee after the Participant's Normal
Retirement Date, or again becomes an Employee prior to the Participant's Normal
Retirement Date and continues in employment beyond the Participant's Normal
Retirement Date, or (b) a Participant continues in employment with the Company
and Affiliates after his Normal Retirement Date without a prior termination, the
following provisions of this Section 3.4.2 shall become applicable to the
Participant as of the Participant's Normal Retirement Date or, if later, the
Participant's date of reemployment.

(i)    For purposes of this Section 3.4.2, the following definitions
shall apply:

(1)  Postretirement Date Service means each calendar month
---------------------------
after a Participant's Normal Retirement Date and
subsequent to the time that:

(A)  payment of retirement benefits commenced to the
Participant if the Participant returned to employment
with the Company and Affiliates, or

(B)  payment of retirement benefits would have commenced
to him if the Participant had not remained in
employment with the Company and Affiliates,

if in either case the Participant receives pay from the
Company and Affiliates for any Hours of Service performed
on each of 8 or more days (or separate work shifts) in
such calendar month.

(2)  Suspendable Amount means the monthly retirement benefits
------------------
otherwise payable in a calendar month in which the
Participant is engaged in Postretirement Date Service.

(ii)   Payment shall be permanently withheld of a portion of a
Participant's retirement benefits, not in excess of the
Suspendable Amount, for each calendar month during which the
Participant is employed in Postretirement Date Service.

15

(iii)  If payments have been suspended pursuant to Subsection (ii)
above, such payments shall resume no later than the first day
of the third calendar month after the calendar month in which
the Participant ceases to be employed in Postretirement Date
Service; provided, however, that no payments shall resume until
the Participant has complied with the requirements set forth in
Subsection (vi) below. The initial payment upon resumption
shall include the payment scheduled to occur in the calendar
month when payments resume and any amounts withheld during the
period between the cessation of Postretirement Date Service and
the resumption of payment, less any amounts that are subject to
offset pursuant to Subsection (iv) below.

(iv)   Retirement benefits made subsequent to Postretirement Date
Service shall be reduced by (1) the actuarial equivalent (based
on the assumptions in Exhibit E-4) of any benefits paid to the
Participant prior to the time the Participant is reemployed
after the Participant's Normal Retirement Date; and (2) the
amount of any payments previously made during those calendar
months in which the Participant was engaged in Postretirement
Date Service; provided, however, that such reduction under
(Subsection (2)) shall not exceed, in any one month, 25%
percent of that month's total retirement benefits (excluding
amounts described in Subsection (ii) above) that would have
been due but for the offset.

(v)    Any Participant whose retirement benefits are suspended
pursuant to Subsection (ii) of this Section 3.4.2 shall be
notified (by personal delivery or certified or registered mail)
during the first calendar month in which payments are withheld
that the Participant's retirement benefits are suspended. Such
notification shall include:

(1)  a description of the specific reasons for the suspension
of payments;

(2)  a general description of the Plan provisions relating to
the suspension;

(3)  a copy of the provisions;

(4)  a statement to the effect that applicable Department of
Labor Regulations may be found at Section 2530.203-3 of
Title 29 of the Code of Federal Regulations;

(5)  the procedure for appealing the suspension, which
procedure shall be governed by Section 12.11; and

(6)  the procedure for filing a benefits resumption
notification pursuant to Subsection (vi) below.

16

If payments subsequent to the suspension are to be reduced by
an offset pursuant to Subsection (iv) above, the notification
shall specifically identify the periods of employment for which
the amounts to be offset were paid, the Suspendable Amounts
subject to offset, and the manner in which the Plan intends to
offset such Suspendable Amounts.

(vi)   Payments shall not resume as set forth in Subsection (iii)
above until a Participant performing Postretirement Date
Service notifies the Administrator in writing of the cessation
of such Service and supplies the Administrator with such proof
of the cessation as the Administrator may reasonably require.

(vii)  A Participant may request, pursuant to the procedure contained
in Section 12.11, a determination whether specific contemplated
employment will constitute Postretirement Date Service.

3.5   Benefit Limitations
-------------------

3.5.1  Limitation on Accrued Benefit: Notwithstanding any other
provision of the Plan, the annual benefit payable under the Plan to a
Participant, when expressed as a monthly benefit commencing at the Participant's
Social Security Retirement Age (as defined in Code Section 415(b)(8)), shall not
exceed the lesser of (a) $7,500 or (b) the highest average of the Participant's
monthly compensation for 3 consecutive calendar years, subject to the following:

(i)    The maximum shall apply to the Individual Life Annuity computed
under Section 3.1, 3.2, 3.3 or Article IV and to that portion
of the 50% Joint and Survivor's Annuity payable to the
Participant during the Participant's lifetime.

(ii)   If a Participant has fewer than 10 years of participation in
the Plan, the maximum dollar limitation of Subsection (a) above
shall be multiplied by a fraction of which the numerator is the
Participant's actual years of participation in the Plan
(computed to fractional parts of a year) and the denominator is
10. If a Participant has fewer than 10 Years of Vesting
Service, the maximum compensation limitation in Subsection (b)
above shall be multiplied by a fraction of which the numerator
is the Years of Vesting Service (computed to fractional parts
of a year) and the denominator is 10. Provided, however, that
in no event shall such dollar or compensation limitation, as
applicable, be less than 1/10th of such limitation determined
without regard to any adjustment under this Subsection (ii).

(iii)  As of January 1 of each year, 1/12th of the dollar limitation
as determined by the Commissioner of Internal Revenue for that
calendar year to reflect increases in the cost of living shall
become effective as the maximum dollar limitation in Subsection
(a) above for the Plan Year ending within that calendar year
for Participants terminating in or after such Plan Year.

17

(iv)   The dollar limitation under Subsection (a) above shall be
modified as follows to reflect commencement of retirement
benefits on a date other than the Participant's Social Security
Retirement Age:

(1)  if the Participant's Social Security Retirement Age is 65,
the dollar limitation for benefits commencing on or after
age 62 is determined by reducing the dollar limitation
under Subsection (a) above by 5/9ths of 1% for each month
by which benefits commence before the month in which the
Participant attains age 65;

(2)  if the Participant's Social Security Retirement Age is
greater than 65, the dollar limitation for benefits
commencing on or after age 62 is determined by reducing
the dollar limitation under Subsection (a) above by 5/9ths
of 1% for each of the first 36 months and by 5/12ths of 1%
for each of the additional months by which benefits
commence before the month in which the Participant attains
the Participant's Social Security Retirement Age;

(3)  if the Participant's benefit commences prior to age 62,
the dollar limitation shall be the actuarial equivalent of
Subsection (a) above, payable at age 62, as determined
above, reduced for each month by which benefits commence
before the month in which the Participant attains age 62.
The interest rate for determining Actuarial Equivalence
shall be the greater of the interest rate assumption under
the Plan for determining early retirement benefits or 5%
per year. The mortality basis for determining Actuarial
Equivalence for terminations on or after January 1, 1985
shall be the 1983 Group Annuity Mortality Table (weighted
50% male and 50% female);

(4)  in the case of a Participant whose retirement benefit
commences after the Participant's Social Security
Retirement Age, the dollar limitation shall be the
Actuarial Equivalent of Subsection (a) above payable at
the Participant's Social Security Retirement Age, using
the lesser of the interest rate assumption under the Plan
or 5% per year. The mortality basis for determining
Actuarial Equivalence for terminations on or after January
1, 1985 shall be the 1983 Group Annuity Mortality Table
(weighted 50% male and 50% female).

(v)    Notwithstanding the foregoing, the maximum as applied to any
FMC Participant on April 1, 1987 shall in no event be less than
the FMC Participant's "current accrued benefit" as of March 31,
1987, under the FMC Plan, as that term is defined in Section
1106 of the Tax Reform Act of 1986.

(vi)   The maximum shall apply to the benefits payable to a
Participant under the Plan and all other tax-qualified defined
benefit plans of the Company and

18

Affiliates (whether or not terminated), and benefits shall be
reduced, if necessary, in the reverse of the chronological
order of participation in such plans.

3.5.2  Multiple Plan Reduction: With respect to each FMC Participant
who did not have 1 Hour of Service after December 31, 1999 and who is (or has
been) a participant in any defined contribution plan (whether or not terminated)
maintained by FMC, the Company or an Affiliate, the sum of the FMC Participant's
defined benefit plan fraction (as defined under Code Section 415(e)(2)) and
defined contribution plan fraction (as defined under Code Section 415(e)(3))
shall not exceed 1. If such sum exceeds 1, the FMC Participant's defined benefit
plan fraction shall be reduced until such sum equal 1.

3.5.3  Annual Compensation Limit: The accrued benefit of each "Section
401(a)(17) employee" under this Plan will be the greater of the accrued benefit
determined for the Employee under (a) or (b) below:

(a)    the Employee's accrued benefit determined with respect to the
benefit formula applicable for the Plan Year beginning on or
after January 1, 1994, as applied to the Employee's total Years
of Credited Service, or

(b)    the sum of:

(i)  the Employee's accrued benefit as of the last day of the
last Plan Year beginning before January 1, 1994, frozen in
accordance with section 1.401(a)(4)-13 of the regulations
under the Code, and

(ii) the Employee's accrued benefit determined under the
benefit formula applicable for the Plan Year beginning on
or after January 1, 1994, as applied to the Employee's
Years of Credited Service credited to the Employee for
Plan Years beginning on or after January 1, 1994.

A "Section 401(a)(17) employee" means an Employee whose current
accrued benefit as of a date on or after the first day of the first
Plan Year beginning on or after January 1, 1994, is based on Earnings
for a year beginning prior to January 1, 1994 that exceeded $150,000.

3.6   FMC Participants' Benefits
--------------------------

The Normal Retirement Benefit, Early Retirement Benefit and
Termination Benefit for each FMC Participant who is not an Employee and who does
not complete an Hour of Service on or after May 1, 2001 shall, notwithstanding
the provisions of Sections 3.1, 3.2, 3.3 or 4.2 hereof, equal the accrued
benefit of such FMC Participant as transferred from the FMC Plan in the FTI
Spinoff.

19

ARTICLE IV

Termination Benefits
--------------------

4.1   Termination of Service
----------------------

Except as otherwise provided in the applicable Supplement, a
Participant who has 5 Years of Vesting Service but who ceases to be an Employee
before the Participant's Early Retirement Date for any reason other than death,
shall be entitled to receive a "Termination Benefit" determined under Section
4.2. Except as otherwise provided in the applicable Supplement, unless the
Participant elects otherwise subject to Section 3.3.2, payment of such benefit
shall commence as of the first day of the month coincident with or next
following the Participant's Normal Retirement Date or, if the Participant
elects, as of the first day of any month before such Normal Retirement Date and
coincident with or following the Participant's 55th birthday. Any such election
of the earlier Annuity Starting Date shall be made by giving advance written
notice to the Administrator in accordance with rules prescribed by the
Administrator. Except as provided in Article V and Article VII, no benefits
shall be payable to any person if the Participant dies prior to the Annuity
Starting Date. A terminated Participant who has no vested interest in the
Participant's accrued benefit shall be deemed to have received a distribution of
the Participant's entire vested benefit. The Committee or its delegatee may, in
its discretion, fully vest a Participant in the Participant's accrued benefit in
the event the Participant's employment with the Company is affected by a
transaction undertaken by the Company.

4.2   Amount of Termination Benefit
-----------------------------

Except as otherwise provided in the applicable Supplement or in Section 3.6, a
Participant's monthly Termination Benefit shall be determined pursuant to
Sections 3.1.2 and 3.1.3 as in effect on the date the Participant terminates
employment, except that the following adjustments shall be made if payment of
the Participant's Termination Benefit is to commence before the Normal
Retirement Date:

(a)   the amount computed pursuant to Section 3.1.2 shall be reduced
by 1/2 of 1% for each month between the Annuity Starting Date
and the Normal Retirement Date;

(b)   the amount of Employee Contributions and Interest required to
provide $1 of monthly retirement benefit under Section 3.1.3
shall be increased by $3 for each full year by which the Annuity
Starting Date precedes the Normal Retirement Date;

(c)   notwithstanding Subsection (a) of this Section 4.2, the amounts
computed pursuant to Section 3.1.2 shall be reduced by 1/3 of 1%
for each month in excess of 36 by which the Annuity Starting
Date precedes the Participant's 62nd birthday if:

(i)  the  Participant's  combined age and Years of Vesting
Service equal at least 65, and the Participant ceases to be
an Employee (1) because

20

of the permanent shutdown of a single site of employment or
one or more facilities or operating units within a single
site of employment or (2) in connection with a permanent
reduction in force; or

(ii) the Participant has Years of Vesting Service attributable to
employment before January 1, 1989, has attained age 40, and
permanently ceases to be an Employee because of the
permanent shutdown of a single site of employment, resulting
in the termination of employment of not more than 20
Participants at that employment site.

Notwithstanding any contrary provision of the Plan, for purposes
of determining a Participant's total combined age and Years of
Vesting Service under Section 4.2(c)(i), a partial month of age
or Period of Service shall be counted as a whole month, and
fractional years of age and Years of Vesting Service shall be
taken into account.

(d)   A Participant covered under Subsection (c) of this Section 4.2
who has 10 Years of Credited Service shall have added to his age
the period of time during which he is receiving severance pay
from the Company.

21

ARTICLE V

Refund of Employee Contributions
--------------------------------

5.1   Employee Contributions
----------------------

No Employee Contributions are permitted to be made to this Plan.
However, Employee Contributions which were transferred from the FMC Plan are
held under this Plan for the FMC Participants.

5.2   Withdrawal of Employee Contributions
------------------------------------

A FMC Participant may withdraw all of the FMC Participant's Employee
Contributions, plus Interest thereon to the date of withdrawal, at any time
before payment of a monthly retirement benefit commences by giving advance
written notice to the Administrator in accordance with procedures prescribed by
the Administrator. No partial withdrawal of Employee Contributions and Interest
shall be permitted.

Payment of the FMC Participant's Employee Contributions plus Interest
shall be in the normal form of benefit (50% Joint and Survivor's Annuity for a
married FMC Participant, Individual Life Annuity for an unmarried FMC
Participant) unless the FMC Participant waives such annuity (with the consent of
the FMC Participant's spouse, if the FMC Participant is married, in accordance
with Section 6.3) and elects payment in a single sum.

5.3   Refund Upon Death Before Annuity Starting Date
----------------------------------------------

If a FMC Participant dies before the Annuity Starting Date, the FMC
Participant's Beneficiary shall receive in a lump sum a refund of the FMC
Participant's unwithdrawn Employee Contributions and Interest. The refund shall
be made as soon as reasonably practicable after the date of the FMC
Participant's death, and Interest shall be computed to the date when the refund
is paid.

5.4   Refund After Annuity Starting Date
----------------------------------

If a FMC Participant dies after the Annuity Starting Date, there shall
be paid to his or her Beneficiary the difference, if any, between such FMC
Participant's Employee Contributions and Interest as of the Annuity Starting
Date and:

(a)   if the FMC Participant elected an Individual Life Annuity or a
Level Income Option, the portion of the benefits which the FMC
Participant has received which are attributable to Employee
Contributions and Interest;

22

(b)      if the FMC Participant elected any other form of
benefit, the portion of the benefits received by the
FMC Participant and the FMC Participant's Joint
Annuitant which are attributable to Employee
Contributions and Interest.

Any payment pursuant to (a) above shall be made as soon as
reasonably practicable after the FMC Participant's death. Any payment pursuant
to (b) above shall be made as soon as reasonably practicable after all other
benefit payments to the Joint Annuitant have ceased.

23

ARTICLE VI

Payment of Retirement Benefits
------------------------------

6.1      Normal Form of Benefit
----------------------

Except as otherwise provided in the applicable Supplement, a
Participant's benefit shall be paid in the form of a 50% Joint and Survivor's
Annuity, with the Participant's spouse as Joint Annuitant if the Participant is
married on the Annuity Starting Date, and in the form of an Individual Life
Annuity if the Participant is not married on the Annuity Starting Date, unless
the Participant elects with spousal consent not to receive payments pursuant to
this 6.1 and to receive payments in one of the optional forms permitted under
Section 6.2. An election not to receive the normal form of benefit and to
receive payment in any optional form shall satisfy the applicable requirements
of Section 6.3.

6.2      Available Forms of Benefits
---------------------------

A Participant may elect with spousal consent and in accordance
with Section 6.3, to receive the Participant's benefits in any one of the forms
of benefits described in this Section 6.2.

6.2.1  Individual  Life Annuity:  An Individual Life Annuity is
an immediate annuity which provides equal monthly payments for the Participant's
life only.

6.2.2  50% Joint and Survivor's Annuity: A 50% Joint and
Survivor's Annuity is an immediate annuity which is the actuarial equivalent of
an Individual Life Annuity (determined in accordance with Exhibit E-1), but
which provides a smaller monthly annuity for the Participant's life than an
Individual Life Annuity. After the Participant's death, 50% of such reduced
annuity will, subject to Section 6.2, be paid to the Participant's surviving
Joint Annuitant for such Joint Annuitant's life.

6.2.3  100% Joint and Survivor's Annuity: A 100% Joint and
Survivor's Annuity is an immediate annuity which is the actuarial equivalent of
an Individual Life Annuity (determined in accordance with Exhibit E-2), but
which provides a smaller monthly annuity for the Participant's life than an
Individual Life Annuity. After the Participant's death, 100% of such reduced
annuity will continue to be paid to the Participant's surviving Joint Annuitant
for such Joint Annuitant's life.

6.2.4  Level Income Option: The Level Income Option provides
greater monthly annuity payments prior to the Participant's 62nd birthday
(determined in accordance with Exhibit E-3) and after such birthday provides
reduced monthly annuity payments in an amount which, when added to the Primary
Social Security Benefits which the Participant could elect to receive,
approximately equals the amount of the monthly annuity paid prior to the
Participant's 62nd birthday. A Participant who is entitled to an Early
Retirement Benefit under

24

Section 3.2 and who elects to have such benefit commence prior to age 62 may
elect the Level Income Option, unless the Primary Social Security Benefits which
the Participant could elect to receive at age 62 would equal or exceed the
amount of the monthly annuity payments prior to age 62 or unless the Participant
is receiving Social Security disability benefits. Such election shall be subject
to the approval of the Participant's spouse, given in accordance with the
requirements for spousal consent under Section 6.3.

6.3       Election of Benefits
--------------------

6.3.1  The Administrator shall provide each Participant with a
written notice containing the following information:

(a)    a general description of the normal form of benefit
payable under the Plan;

(b)    the Participant's right to make and the effect of an
election to waive the normal form of benefit;

(c)    the right of the Participant's spouse not to consent to
the Participant's election under Section 6.1;

(d)    the right of Participant to revoke such election, and
the effect of such revocation;

(e)    the optional forms of benefits available under the
Plan; and

(f)    the Participant's right to request in writing information
on the particular financial effect of an election by the
Participant to receive an optional form of benefit in lieu
of the normal form of benefit.

6.3.2  The notice under Section 6.3.1 shall be provided to the
Participant at each of the following times as shall be applicable to him:

(a)    not more than 90 days and not less than 30 days after a
Participant who is in the employ of the Company or an
Affiliate gives notice of the Participant's intention to
terminate employment and commence  receipt of the
Participant's retirement benefits under the Plan; or

(b)    not more than 90 days and not less than 30 days prior to
the attainment of age 65 of a Participant (whether or not
the Participant has terminated employment) who has not
previously commenced receiving retirement benefits.

The election period in Section 6.3.3 for a Participant who
requests additional information during the election period will be extended
until 90 days after the additional information is mailed or personally
delivered. Any such request shall be made only within 90 days after the date the
information described in Section 6.3.1 is given to the Participant, and the
Administrator shall not be obligated to comply with more than one such request.
Any

25

information provided pursuant to this Section 6.3.2 will be given to the
Participant within 30 days after the date of the Participant's request and will
be based upon the estimated benefits to which the Participant will be entitled
as of the later of the first day on which such benefits could commence or the
last day of the Plan Year in which the Participant's request is received. If a
Participant files an election (or revokes an election) pursuant to this Section
6.3 less than 60 days prior to the Annuity Starting Date, such Participant's
initial payments may be delayed for administrative reasons. In such event, the
payments shall begin as soon as practicable and shall be made retroactively to
such date.

6.3.3    A Participant may make the election provided in
Section 6.3 by filing the prescribed form with the Administrator at any time
during the election period. The election period shall begin 90 days prior to the
Participant's Annuity Starting Date. Such election shall be subject to the
written consent of the Participant's spouse, acknowledging the effect of the
election and witnessed by a Plan representative or a notary public. Such spousal
consent shall not be required if the Participant establishes to the satisfaction
of the Administrator that the consent of the spouse may not be obtained because
there is no spouse or the spouse cannot be located. A spouse's consent shall be
irrevocable. The election in Section 6.3 may be revoked or changed at any time
during the election period but shall be irrevocable thereafter.

6.3.4    Notwithstanding Section 6.3.3:

(a)      distribution of benefits may commence less than 30
days after the notice required  pursuant to Section
6.3.1 is provided if:

(i)   the Participant elects to waive the requirement
that notice be given at least 30 days prior to
the Annuity Starting Date; and

(ii)  the distribution commences more than 7 days
after such notice is provided.

(b)      The notice described in Section 6.3.1 may be provided
after the Annuity Starting Date, in which case the
applicable election period shall not end before the
30th day after the date on which such notice is
provided, unless the Participant elects to waive the
30-day notice requirements pursuant to Subsection (a)
above.

6.4      Joint Annuitants
----------------

A Participant who elects a joint and survivor's annuity shall
designate a Joint Annuitant when making such an election. A Participant may
designate any individual as the Joint Annuitant; provided, however, that the
Joint Annuitant shall be the Participant's spouse unless the Participant's
spouse consents to the designation of another individual in accordance with the
requirements for spousal consent under Section 6.3.3. A designation of a Joint
Annuitant may be revoked or changed at any time during the applicable election
period described in Section 6.3.3 but shall become irrevocable thereafter. If
the Joint Annuitant dies on or after the Annuity Starting Date the Participant
shall continue to receive the reduced monthly annuity.

26

6.5    FMC Participants in Pay Status
------------------------------

Notwithstanding any provision in the Plan to the contrary, each FMC
Participant who had elected to receive and/or was receiving their normal
retirement benefit, early retirement benefit, deferred retirement benefit or
termination benefit under the FMC Plan prior to the Effective Date shall on and
after the Effective Date continue to receive such benefits in the same form, and
in the same amount as such FMC Participant and/or, as applicable, FMC Joint
Annuitant, was receiving or would have received under the FMC Plan prior to the
Effective Date as if such benefits were paid by the FMC Plan. In addition, each
FMC Beneficiary who was receiving benefits under the FMC Plan on behalf of an
FMC Participant prior to the Effective Date shall continue to receive such
benefits from this Plan after the Effective Date in the same form and in the
same amount as if such benefits were paid by the FMC Plan.

27

ARTICLE VII

Survivor's Benefits
-------------------

7.1    Preretirement Survivor's Benefit
--------------------------------

7.1.1   Eligibility: If a Participant who continues to be
employed by the Company at any time on or after attaining age 55 and 10 Years of
Credited Service dies (whether or not so employed on the date of death) before
the Annuity Starting Date, then such Participant's surviving Joint Annuitant (if
any) shall be entitled to receive a survivor's benefit for life, determined
under Section 7.2. Payment of such benefit shall commence as of the first day of
the month coincident with or next following the date of the Participant's death.

7.1.2   Amount of Preretirement Survivor's Benefit: The
preretirement survivor's benefit under this Section 7.1 shall be computed as
follows:

(a)     If the Participant's Period of Service has not
terminated before the Participant's death, the
survivor's benefit shall be equal to the benefit
which would have been paid to the Participant's Joint
Annuitant if the Participant's Period of Service had
terminated on the date of death, benefits in the form
of a 50% Joint and Survivor's Annuity commenced as of
the first day of the next following month, and the
Participant died on such day.

(b)     If the Participant's Period of Service has terminated
before the Participant's death but the Participant
has deferred the commencement of the Early Retirement
Benefit, the survivor's benefit shall be equal to the
benefit which the Participant's Joint Annuitant would
have been paid if the Participant had elected a 50%
Joint and Survivor's benefit commencing as of the
first day of the month next following the date of the
Participant's death.

(c)     The survivor's benefit payable pursuant to this
Section 7.1.2 shall exclude any retirement benefit
based upon Employee Contributions and Interest (which
will be refunded upon the Participant's death, to the
extent provided in Article V).

7.1.3   Designation of Joint Annuitant Other Than Spouse: A
participant may elect at any time during the Election Period (as defined in
Section 7.1.5) to waive the Preretirement Survivor Annuity and to revoke any
such election at any time during the Election Period. Any election by a
Participant to waive the Preretirement Survivor Annuity shall not take effect
unless the Participant's spouse consents in writing to such election, such
consent acknowledges the effect of such an election and the consent is witnessed
by a representative of the Plan or a notary public, unless the Participant
establishes to the satisfaction of the Committee

28

that such consent may not be obtained because there is no spouse, the spouse
cannot be located or because of such other circumstances as the Secretary of the
Treasury may by regulations prescribe. The consent by a spouse shall be
irrevocable and shall be effective only with respect to that spouse.

7.1.4   Explanation of Preretirement Survivor's Benefit: The
Committee shall provide each Participant with a written explanation with respect
to the Preretirement Survivor Annuity as soon as administratively feasible after
the Participant attains age 55. The explanation shall include:

(a)     the terms and conditions of the Preretirement Survivor
Annuity,

(b)     the Participant's right to make, and the effect of, an
election to waive the Preretirement Survivor Annuity,

(c)     the rights of the Participant's spouse in connection
therewith, and

(d)     the right to make, and the effect of, the revocation of
an election to waive the Preretirement Survivor Annuity.

7.1.5   Election Period: For purposes of this Section 7.1.5, the
term "Election Period" means the period that begins on the Participant's 55th
birthday and ends on the date of the Participant's death.

7.2      Surviving Spouse's Benefit
--------------------------

If a Participant who has 5 or more Years of Vesting Service but
does not meet the requirements for the preretirement survivor's benefit under
Section 7.1 dies before the Annuity Starting Date, then such Participant's
surviving spouse (if any) shall be entitled to receive a survivor's benefit for
life. The amount of such survivor's benefit shall be determined pursuant to
Section 4.2 based upon the Participant's age and Years of Credited Service on
the date of the Participant's death and paid in the form of a 50% Joint and
Survivor's Annuity as if the Participant had died on the date such benefits
commenced. The survivor's benefit payable pursuant to this Section 7.2 shall
exclude any retirement benefit based upon Employee Contributions and Interest
(which will be refunded upon the Participant's death to the extent provided in
Article V). Payment of the survivor's benefit shall commence on the first day of
the month coincident with or next following the later of the Participant's 55th
birthday or his death, unless the Participant's spouse elects to commence
payment of benefits as of the first day of any subsequent month, but not later
than the Participant's Normal Retirement Date.

7.3      Certain Former Employees
------------------------

FMC Participants who have 10 Years of Vesting Service but who
have not been credited with an Hour of Service on or after August 23, 1984 and
are not receiving benefits on that date shall be entitled to elect survivor's
benefits only as follows:

29

(a)      If the FMC Participant was credited with an Hour of
Service under the FMC Plan or a predecessor plan on
or after September 2, 1974, but is not otherwise
credited with an Hour of Service in a Plan Year
beginning on or after January 1, 1976, under the FMC
Plan or this Plan, the Participant shall be afforded
an opportunity to elect payment of benefits in the
form of a 50% Joint and Survivor's Annuity.

(b)      If the Participant is credited with an Hour of
Service under this Plan, the FMC Plan or a
predecessor plan in a Plan Year beginning after
December 31, 1975, the Participant shall be afforded
the opportunity to elect a Surviving Spouse's Benefit
under Section 7.2.

30

ARTICLE VIII

Fiduciaries
-----------

8.1   Named Fiduciaries
-----------------

8.1.1  The Company is the Plan sponsor and a "named fiduciary" with
respect to control over and management of the Plan's assets only to the extent
that it (a) shall appoint the members of the Committee which administers the
Plan at the Administrator's direction; (b) shall delegate its authorities and
duties as "plan administrator," as defined under ERISA, to the Committee; and
(c) shall continually monitor the performance of the Committee.

8.1.2  The Company, as Administrator, and the Committee, which
administers the Plan at the Administrator's direction, are "named fiduciaries"
of the Plan, as that term is defined in ERISA Section 402(a)(2), with authority
to control and manage the operation and administration of the Plan. The
Administrator is also the "administrator" and "plan administrator" of the Plan,
as those terms are defined in ERISA Section 3(16)(A) and Code Section 414(g),
respectively.

8.1.3  The Trustee is a "named fiduciary" of the Plan, as that term is
defined in ERISA Section 402(a)(2), with authority to manage and control all
Trust assets, except to the extent that authority is delegated to an Investment
Manager or to the extent the Administrator or the Committee directs the
allocation of Trust assets among general investment categories.

8.1.4  The Company, the Administrator, and the Trustee are the only
named fiduciaries of the Plan.

8.2   Employment of Advisers
----------------------

A named fiduciary, and any fiduciary appointed by a named fiduciary,
may employ one or more persons to render advice regarding any of the named
fiduciary's or fiduciary's responsibilities under the Plan.

8.3    Multiple Fiduciary Capacities
-----------------------------

Any named fiduciary and any other fiduciary may serve in more than one
fiduciary capacity with respect to the Plan.

8.4   Payment of Expenses
-------------------

All Plan expenses, including expenses of the Administrator, the
Committee, the Trustee, any Investment Manager and any insurance company, will
be paid by the Trust Fund, unless a Participating Employer elects to pay some or
all of those expenses.

31

8.5   Indemnification
---------------

To the extent not prohibited by state or federal law, each
Participating Employer agrees to, and will indemnify and save harmless the
Administrator, any past, present, additional or replacement member of the
Committee, and any other employee, officer or director of that Participating
Employer, from all claims for liability, loss, damage (including payment of
expenses to defend against any such claim) fees, fines, taxes, interest,
penalties and expenses which result from any exercise or failure to exercise any
responsibilities with respect to the Plan, other than willful misconduct or
willful failure to act.

32

ARTICLE IX

Plan Administration
-------------------

9.1   Powers, Duties and Responsibilities of the Administrator and the Committee
--------------------------------------------------------------------------

9.1.1  The Administrator and the Committee have full discretion and
power to construe the Plan and to determine all questions of fact or
interpretation that may arise under it. Interpretation of the Plan or
determination of questions of fact regarding the Plan by the Administrator or
the Committee will be conclusively binding on all persons interested in the
Plan.

9.1.2  The Administrator and the Committee have the power to
promulgate such rules and procedures, to maintain or cause to be maintained such
records, and to issue such forms as they deem necessary or proper to administer
the Plan.

9.1.3  Subject to the terms of the Plan, the Administrator and/or the
Committee will determine the time and manner in which all elections authorized
by the Plan must be made or revoked.

9.1.4  The Administrator and the Committee have all the rights,
powers, duties and obligations granted or imposed upon them elsewhere in the
Plan.

9.1.5  The Administrator and the Committee have the power to do all
other acts in the judgment of the Administrator or Committee necessary or
desirable for the proper and advantageous administration of the Plan.

9.1.6  The Administrator and the Committee will exercise all
responsibilities in a uniform and nondiscriminatory manner.

9.2   Delegation of Administration Responsibilities
---------------------------------------------

The Administrator and the Committee may designate by written
instrument one or more actuaries, accountants or consultants as fiduciaries to
carry out, where appropriate, their administrative responsibilities, including
their fiduciary duties. The Committee may from time to time allocate or delegate
to any subcommittee, member of the Committee and others, not necessarily
employees of the Company, any of its duties relative to compliance with ERISA,
administration of the Plan and other related matters, including those involving
the exercise of discretion. The Company's duties and responsibilities under the
Plan shall be carried out by its directors, officers and employees, acting on
behalf of and in the name of the Company in their capacities as directors,
officers and employees, and not as individual fiduciaries. No director, officer
nor employee of the Company shall be a fiduciary with respect to the Plan unless
he or she is specifically so designated and expressly accepts such designation.

33

9.3   Committee Members
-----------------

The Committee shall consist of not less than three people, who need
not be directors, and shall be appointed by the Chief Executive Officer of the
Company. Any Committee member may resign and the Chief Executive Officer may
remove any Committee member, with or without cause, at any time. A majority of
the members of the Committee shall constitute a quorum for the transaction of
business and the act of a majority of the Committee members at a meeting at
which a quorum is present shall be the act of the Committee. The Committee can
act by written consent signed by all of its members. Any members of the
Committee who are Employees shall not receive compensation for their services
for the Committee. No Committee member shall be entitled to act on or decide any
matter relating solely to his or her status as a Participant.

34

ARTICLE X

Funding of the Plan
-------------------

10.1  Appointment of Trustee
----------------------

The Committee or its authorized delegatee will appoint the Trustee and
either may remove it. The Trustee accepts its appointment by executing the Trust
Agreement. A Trustee will be subject to direction by the Committee or its
authorized delegatee or, to the extent specified by the Company, by an
Investment Manager, and will have the degree of discretion to manage and control
Plan assets specified in the Trust Agreement. Neither the Company nor any other
Plan fiduciary will be liable for any act or omission to act of a Trustee, as to
duties delegated to the Trustee.

10.2  Actuarial Cost Method
---------------------

The Committee or its authorized delegatee shall determine the
actuarial cost method to be used in determining costs and liabilities under the
Plan pursuant to Section 301 et seq., of ERISA, and Section 412 of the Code. The
Committee or its authorized delegatee shall review such actuarial cost method
from time to time, and if it determines from review that such method is no
longer appropriate, then it shall petition the Secretary of the Treasury for
approval of a change of actuarial cost method.

10.3  Cost of the Plan
----------------

Annually the Committee or its authorized delegatee shall determine the
normal cost of the Plan for the Plan Year and the amount (if any) of the
unfunded past service cost on the basis of the actuarial cost method established
for the Plan using actuarial assumptions which, in the aggregate, are
reasonable. The Committee or its authorized delegatee shall also determine the
contributions required to be made for each Plan Year by the Participating
Employers in order to satisfy the minimum funding standard (or alternative
minimum funding standard) for such Plan Year determined pursuant to Sections 302
through 305 of ERISA and Section 412 of the Code.

10.4  Funding Policy
--------------

The Participating Employers shall cause contributions to be made to
the Plan for each Plan Year in the amount necessary to satisfy the minimum
funding standard (or alternative minimum funding standard) for such Plan Year;
provided, however, that this obligation shall cease when the Plan is terminated.
In the case of a partial termination of the Plan, this obligation shall cease
with respect to those Participants, Joint Annuitants and Beneficiaries who are
affected by such partial termination. Each contribution is conditioned upon its
deductibility under Section 404 of the Code and shall be returned to the
Participating Employers within one year after the disallowance of the deduction
(to the extent disallowed). Upon the Company's written request, a contribution
that was made by a mistake of fact shall be returned to the Participating
Employer within one year after the payment of the contribution.

35

10.5  Cash Needs of the Plan
----------------------

The Committee or its authorized delegatee from time to time shall
estimate the benefits and administrative expenses to be paid out of the Plan
during the period for which the estimate is made and shall also estimate the
contributions to be made to the Plan during such period by the Participating
Employers. The Committee or its authorized delegatee shall inform the Trustees
of the estimated cash needs of and contributions to the Plan during the period
for which such estimates are made. Such estimates shall be made on an annual,
quarterly, monthly or other basis, as the Committee shall determine.

10.6  Public Accountant
-----------------

The Committee or its authorized delegatee shall engage an independent
qualified public accountant to conduct such examinations and to render such
opinions as may be required by Section 103(a)(3) of ERISA. The Committee or its
authorized delegatee in its discretion may remove and discharge the person so
engaged, but in such case it shall engage a successor independent qualified
public accountant to perform such examinations and to render such opinions.

10.7  Enrolled Actuary
----------------

The Committee or its authorized delegatee shall engage an enrolled
actuary to prepare the actuarial statement described in Section 103(d) of ERISA
and to render the opinion described in Section 103(a)(4) of ERISA. The Committee
or its authorized delegatee in its discretion may remove and discharge the
person so engaged, but in such event it shall engage a successor enrolled
actuary to perform such examination and render such opinion.

10.8  Basis of Payments to the Plan
-----------------------------

All contributions to the Plan shall be made by the Participating
Employers, and no contributions shall be required of or permitted by
Participants. From time to time the Participating Employers shall make such
contributions to the Plan as the Company determines to be necessary or desirable
in order to fund the benefits provided by the Plan, and any expenses thereof
which are paid out of the Trust Fund and in order to carry out the obligations
of the Participating Employers set forth in Section 10.3. All contributions to
the Plan shall be held by the Trustee in accordance with the Trust Agreement.

10.9  Basis of Payments from the Plan
-------------------------------

All benefits payable under the Plan shall be paid by the Trustee out
of the Trust Fund pursuant to the directions of the Administrator or the
Committee and the terms of the Trust Agreement. The Trustee shall pay all proper
expenses of the Plan and the Trust Fund out of the Trust Fund, except to the
extent paid by the Participating Employers.

36

ARTICLE XI

Plan Amendment or Termination
-----------------------------

11.1  Plan Amendment or Termination
-----------------------------

The Company may amend, modify or terminate the Plan at any time by
resolution of the Board or by resolution of or other action recorded in the
minutes of the Administrator or the Committee. Execution and delivery by the
Chairman of the Board, the President, any Vice President of the Company or the
Committee of an amendment to the Plan is conclusive evidence of the amendment,
modification or termination.

11.2  Limitations on Plan Amendment
-----------------------------

No Plan amendment can:

(a)  authorize any part of the Trust Fund to be used for, or diverted
to, purposes other than the exclusive benefit of Participants or
their Joint Annuitants and Beneficiaries;

(b)  decrease the accrued benefits of any Participant or his or her
Joint Annuitant or Beneficiary under the Plan; or

(c)  except to the extent permitted by law, eliminate or reduce an
early retirement benefit or retirement-type subsidy (as defined
in Code Section 411) or an optional form of benefit with respect
to service prior to the date the amendment is adopted or
effective, whichever is later.

11.3  Effect of Plan Termination
--------------------------

Upon termination of the Plan, each Participant's rights to benefits
accrued hereunder shall be vested and nonforfeitable, and the Trust shall
continue until the Trust Fund has been distributed as provided in Section 11.4.
Any other provision hereof notwithstanding, the Participating Employers shall
have no obligation to continue making contributions to the Plan after
termination of the Plan. Except as otherwise provided in ERISA, neither the
Participating Employers nor any other person shall have any liability or
obligation to provide benefits hereunder after such termination in excess of the
value of the Trust Fund. Upon such termination, Participants, Joint Annuitants,
and Beneficiaries shall obtain benefits solely from the Trust Fund. Upon partial
termination of the Plan, this Section 11.3 shall apply only with respect to such
Participants, Joint Annuitants and Beneficiaries as are affected by such partial
termination.

37

11.4  Allocation of Trust Fund on Termination
---------------------------------------

On termination of the Plan, the Trust Fund shall be allocated by the
Administrator on an actuarial basis among Participants, Joint Annuitants and
Beneficiaries in the manner prescribed by Section 4044 of ERISA. Any residual
assets of the Trust Fund remaining after such allocation shall be distributed to
the Company if (a) all liabilities of the Plan to Participants, Joint Annuitants
and Beneficiaries have been satisfied and (b) such a distribution does not
contravene any provision of law. The foregoing notwithstanding, if any remaining
assets of the Plan are attributable to Employee Contributions, such assets shall
be equitably distributed to the FMC Participants who made such contributions (or
to their Beneficiaries) in accordance with their rate of contribution. The
benefit of any highly compensated employee or former employee (determined in
accordance with section 414(g) of the Code and regulations thereunder) shall be
limited to a benefit that is nondiscriminatory under section 401(a)(4) of the
Code. In the event of a partial termination of the Plan, the Administrator shall
arrange for the division of the Trust Fund, on a nondiscriminatory basis to the
extent required by section 401 of the Code, into the portion attributable to
those Participants, Joint Annuitants and Beneficiaries who are not affected by
such partial termination and the portion attributable to such persons who are so
affected. The portion of the Trust Fund attributable to persons who are so
affected shall be allocated in the manner prescribed by section 4044 of ERISA.

38

ARTICLE XII

Miscellaneous Provisions
------------------------

12.1  Subsequent Changes
------------------

All benefits to which any Participant, Joint Annuitant, or Beneficiary
may be entitled hereunder shall be determined under the Plan in effect when the
Participant ceases to be an Eligible Employee (or under the FMC Plan, as of the
date each FMC Participant who is not an Employee ceased being an eligible
employee under the FMC Plan) and shall not be affected by any subsequent change
in the provisions of the Plan, unless the Participant again becomes an Eligible
Employee.

12.2  Plan Mergers
------------

The Plan shall not be merged or consolidated with any other plan, and
no assets or liabilities of the Plan shall be transferred to any other plan,
unless each Participant would receive a benefit immediately after such merger,
consolidation or transfer (if the Plan then terminated) which is equal to or
greater than the benefit such Participant would have been entitled to receive
immediately before such merger, consolidation or transfer (if the Plan had then
been terminated). A list of plans which were merged into the FMC Plan since May
27, 1994 and whose assets were transferred to the Plan in connection with the
FTI Spinoff is attached hereto and made a part hereof as Exhibit C.

12.3  No Assignment of Property Rights
--------------------------------

The interest or property rights of any person in the Plan, in the
Trust Fund or in any payment to be made under the Plan shall not be assignable
nor be subject to alienation or option, either by voluntary or involuntary
assignment or by operation of law, including (without limitation) bankruptcy,
garnishment, attachment or other creditor's process, and any act in violation of
this Section 12.3 shall be void. This provision shall not apply to a "qualified
domestic relations order" defined in Code Section 414(p). The Company shall
establish a written procedure to determine the qualified status of domestic
relations orders and to administer distributions under such qualified orders.

In addition, the prohibition of this Section 12.3 will not apply to
any offset of a Participant's benefit under the Plan against an amount the
Participant is ordered or required to pay to the Plan under a judgment, order,
decree or settlement agreement that meets the requirements as set forth in this
Section 12.3. The Participant must be ordered or required to pay the Plan under
a judgment of conviction for a crime involving the Plan, under a civil judgment
(including a consent order or decree) entered by a court in an action brought in
connection with a violation (or alleged violation) of part 4 of subtitle B of
title I of ERISA, or pursuant to a settlement agreement between the Secretary of
Labor and the Participant in connection with a violation (or alleged violation)
of that part 4. This judgment, order, decree or settlement agreement must
expressly provide for the offset of all or part of the amount that must be paid
to

39

the Plan against the Participant's benefit under the Plan. In addition, if a
Participant is entitled to receive a 50% Joint and Survivor Annuity under
Section 6.1 of the Plan or a Survivor's Benefit under Article VII of the Plan,
and the Participant is married at the time at which the offset is to be made,
the Participant's spouse must consent to the offset in accordance with the
spousal consent requirements of Section 6.3.3 of the Plan, an election to waive
the right of the spouse to the 50% Joint and Survivor Annuity (made in
accordance with Section 6.3 of the Plan) or to the Survivor's Benefit (made in
accordance with Article VII of the Plan) must be in effect, the spouse is
ordered or required in the judgment, order, decree, or settlement to pay an
amount to the Plan in connection with a violation of Part 4 of subtitle B or
ERISA Title I, or the spouse retains in the judgment, order, decree, or
settlement the right to receive the survivor annuity under the 50% Joint and
Survivor Annuity or under the Survivor's Benefit, determined in the following
manner: the Participant terminated employment on the date of the offset, there
was no offset, the Plan permitted the commencement of benefits only on or after
Normal Retirement Age, the Plan provided only the minimum-required qualified
joint and survivor annuity, and the amount of the Survivor's Benefit under the
Plan is equal to the amount of the survivor annuity payable under the
minimum-required qualified joint and survivor annuity. For purposes of this
Section 12.3 the term "minimum-required qualified joint and survivor annuity"
means a qualified joint and survivor annuity which is the actuarial equivalent
of the Participant's accrued benefit and under which the survivor's annuity is
50% of the amount of the annuity which is payable during the joint lives of the
Participant and the Participant's spouse.

12.4  Beneficiary
-----------

The Beneficiary of a Participant shall be the person or persons so
designated by such Participant. If no Beneficiary has been designated or if the
designated Beneficiary is not living when a Plan Benefit is to be distributed,
the Beneficiary shall be such Participant's spouse if then living or, if not,
such Participant's then living children in equal shares or, if there are no
children, such Participant's estate. A Participant may revoke and change a
designation of a Beneficiary at any time. A designation of a Beneficiary, or any
revocation and change thereof, shall be effective only if it is made in writing
in a form acceptable to the Administrator and is received by it prior to the
Participant's death.

12.5  Benefits Payable to Minors, Incompetents and Others
---------------------------------------------------

If any benefit is payable to a minor, an incompetent, or a person
otherwise under a legal disability, or to a person the Administrator reasonably
believes to be physically or mentally incapable of handling and disposing of his
or her property, whether because of his or her advanced age, illness, or other
physical or mental impairment, the Administrator has the power to apply all or
any part of the benefit directly to the care, comfort, maintenance, support,
education, or use of the person, or to pay all or any part of the benefit to the
person's parent, guardian, committee, conservator, or other legal
representative, wherever appointed, to the individual with whom the person is
living or to any other individual or entity having the care and control of the
person. The Plan, the Administrator and any other Plan fiduciary will have fully
discharged all responsibilities to the Participant, Joint Annuitant or
Beneficiary entitled to a payment by making payment under the preceding
sentence.

40

12.6     Employment Rights
-----------------

Nothing in the Plan shall be deemed to give any person a right
to remain in the employ of the Company and Affiliates or affect any right of the
Company or any Affiliate to terminate a person's employment with or without
cause.

12.7     Proof of Age and Marriage
-------------------------

Participants and Joint Annuitants shall furnish proof of age
and marital status satisfactory to the Administrator at such time or times as it
shall prescribe. The Administrator may delay the disbursement of any benefits
under the Plan until all pertinent information with respect to age or marital
status has been furnished and then make payment retroactively.

12.8     Small Annuities
---------------

If the lump sum Actuarial Equivalent value of (a) a Normal,
Early, or Deferred Retirement Benefit under Article III, Termination Benefit
(payable at the Participant's Normal Retirement Date) under Article IV, or
Survivor's Benefit under Article VII, excluding the individual Aetna
nonparticipating annuity (if any), and (b) the lump sum Actuarial Equivalent
value of the individual Aetna nonparticipating annuity (if any) are both $5,000
or less, such amounts shall be paid in a lump sum as soon as administratively
practicable following the Participant's retirement, termination of employment,
or death.

If a lump sum distribution is so paid and the Participant is
thereafter reemployed by the Company, the Participant shall have the option to
repay to the Plan the amount of such distribution, together with interest at the
rate of 5% per annum (or such other rate as may be prescribed pursuant to
section 411(c)(2)(C)(III) of the Code), compounded annually from the date of the
distribution to the date of repayment. If a reemployed Participant does not make
such repayment, no part of the Period of Service with respect to which the lump
sum distribution was made shall count as Years of Vesting Service or Years of
Credited Service.

12.9     Controlling Law
---------------

The Plan and all rights thereunder shall be interpreted and
construed in accordance with ERISA and, to the extent that state law is not
preempted by ERISA, the law of the State of Illinois.

12.10    Direct Rollover Option
----------------------

Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Section 12.10, a
distributee may elect, at the time and in the manner prescribed by the
Administrator, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover.

(a)      As used in this Section 12.10, an "eligible rollover
distribution" means any distribution of all or any
portion of the balance to the credit of the

41

distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of
the distributee and the distributee's designated beneficiary, or
for a specified period of 10 years or more; any distribution to
the extent such distribution is required under Section 401(a)(9)
of the Code; the portion of any distribution that is not
includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to
employer securities); and any other distribution(s) that is
reasonably expected to total less than $200 during a year.

(b)    As used in this Section 12.10, an "eligible retirement plan"
means an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section
401(a) of the Code, that accepts the distributee's eligible
rollover distribution. In the case of an eligible rollover
distribution to the surviving spouse, however, an eligible
retirement plan is an individual retirement account or individual
retirement annuity.

(c)    As used in this Section 12.10, a "distributee" includes an
Employee or former Employee. In addition, the Employee's or
former Employee's surviving spouse and the Employee's or former
Employee's spouse or former spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section
414(p) of the Code, are distributees with regard to the interest
of the spouse or former spouse.

(d)    As used in this Section 12.10, a "direct rollover" is a payment
by the Plan to the eligible retirement plan specified by the
distributee.

12.11  Claims Procedure
----------------

12.11.1    Any application for benefits under the Plan and all inquiries
concerning the Plan shall be submitted to the Company at such address as may be
announced to Participants from time to time. Applications for benefits shall be
in writing on the form prescribed by the Company and shall be signed by the
Participant or, in the case of a benefit payable after the death of the
Participant, by the Participant's surviving spouse, Joint Annuitant or
Beneficiary, as the case may be.

12.11.2    The Company shall give written notice of its decision on any
application to the applicant within 90 days. If special circumstances require a
longer period of time the Company shall so notify the applicant within 90 days,
and give written notice of its decision to the applicant within 180 days after
receiving the application. In the event any application for benefits is denied
in whole or in part, the Company shall notify the applicant in writing of the
right to a review of the denial. Such written notice shall set forth, in a
manner calculated to be understood by the applicant, specific reasons for the
denial, specific references to the Plan

42

provisions on which the denial is based, a description of any information or
material necessary to perfect the application, an explanation of why such
material is necessary and an explanation of the Plan's review procedure.

12.11.3  The Company shall appoint a "Review Panel," which
shall consist of three or more individuals who may (but need not) be employees
of the Company. The Review Panel shall be the named fiduciary which has the
authority to act with respect to any appeal from a denial of benefits under the
Plan.

12.11.4  Any person (or his authorized representative) whose
application for benefits is denied in whole or in part may appeal the denial by
submitting to the Review Panel a request for a review of the application within
60 days after receiving written notice of the denial. The Company shall give the
applicant or such representative an opportunity to review, by written request,
pertinent materials (other than legally privileged documents) in preparing such
request for review. The request for review shall be in writing and addressed as
follows: "Review Panel of the Employee Benefits Plan Committee, 200 East
Randolph Drive, Chicago, Illinois 60601." The request for review shall set forth
all of the grounds on which it is based, all facts in support of the request and
any other matters which the applicant deems pertinent. The Review Panel may
require the applicant to submit such additional facts, documents or other
material as it may deem necessary or appropriate in making its review.

12.11.5  The Review Panel shall act upon each request for
review within 60 days after receipt thereof. If special circumstances require a
longer period of time the Review Panel shall so notify the applicant within 60
days, and give written notice of its decision to the applicant within 120 days
after receiving the request for review. The Review Panel shall give notice of
its decision to the Company and to the applicant in writing. In the event the
Review Panel confirms the denial of the application for benefits in whole or in
part, such notice shall set forth in a manner calculated to be understood by the
applicant, the specific reasons for such denial and specific references to the
Plan provisions on which the decision is based.

12.11.6  The Review Panel shall establish such rules and
procedures, consistent with ERISA and the Plan, as it may deem necessary or
appropriate in carrying out its responsibilities under this Section 12.11.

12.11.7  No legal or equitable action for benefits under the
Plan shall be brought unless and until the claimant (a) has submitted a written
application for benefits in accordance with Section 12.10.1, (b) has been
notified by the Company that the application is denied, (c) has filed a written
request for a review of the application in accordance with Section 12.10.4 and
(d) has been notified in writing that the Review Panel has affirmed the denial
of the application; provided that legal action may be brought after the Review
Panel has failed to take any action on the claim within the time prescribed in
Section 12.11.5. A claimant may not bring an action for benefits in accordance
with this Section 12.11.7 after 90 days after the Review Panel denies the
claimant's application for benefits.

12.12    Participation in the Plan by an Affiliate
-----------------------------------------

43

12.12.1  With the consent of the Board, any Affiliate, by
appropriate action of its board of directors, a general partner or the sole
proprietor, as the case may be, may adopt the Plan and determine the classes of
its Employees that will be Eligible Employees.

12.12.2  A Participating Employer will have no power with
respect to the Plan except as specifically provided herein.

12.13    Action by Participating Employers
---------------------------------

Any action required to be taken by the Company pursuant to any
Plan provisions will be evidenced in the manner set forth in Section 11.1. Any
action required to be taken by a Participating Employer will be evidenced by a
resolution of the Participating Employer's board of directors (or an authorized
committee of that board). Participating Employer action may also be evidenced by
a written instrument executed by any person or persons authorized to take the
action by the Participating Employer's board of directors, any authorized
committee of that board, or the stockholders. A copy of any written instrument
evidencing the action by the Company or Participating Employer must be delivered
to the secretary or assistant secretary of the Company or Participating
Employer.

44

ARTICLE XIII

Top Heavy Provisions
--------------------

13.1     Top Heavy Definitions
---------------------

For purposes of this Article XIII and any amendments to it,
the terms listed in this Section 13.1 have the meanings ascribed to them below.

Aggregate Account  means the value of all accounts maintained
-----------------
on behalf of a Participant, whether attributable to Company or employee
contributions, determined under applicable provisions of the defined
contribution plan used in determining Top Heavy Plan status.

Aggregation Group  means the group of plans in a Mandatory
-----------------
Aggregation Group, if any, that includes the Plan, unless including additional
Related Plans in the group would prevent the Plan for being a Top Heavy Plan, in
which case Aggregation Group means the group of plans in a Permissive
Aggregation Group, if any, that includes the Plan.

Compensation  means compensation as defined in Code Section
------------
415(c)(3) and Treasury regulations thereunder. For purposes of determining who
is a Key Employee, Compensation will be applied by taking into account amounts
paid by Affiliates who are not Participating Employers, as well as amounts paid
by Participating Employers, and without applying the exclusions for amounts paid
by a Participating Employer to cover an Employee's nonqualified deferred
compensation FICA tax obligations and for gross-up payments on such FICA tax
payments.

Determination Date means,  for a Plan Year, the last day of
------------------------
the preceding Plan Year. If the Plan is part of an Aggregation Group, the
Determination Date for each other plan will be, for any Plan Year, the
Determination Date for that other plan that falls in the same calendar year as
the Determination Date for the Plan.

Key Employee  means an employee described in Code Section
------------
416(i)(1) and the regulations promulgated thereunder. Generally, a Key Employee
is an Employee or former Employee who, at any time during the Plan Year
containing the Determination Date or any of the 4 preceding Plan Years, is:

(a)      an officer of the Company or an Affiliate with
annual Compensation  greater than 50% of the amount
in effect under Code Section 415(b)(1)(A);

(b)      one of the 10 Employees of the Company and all
Affiliates owning (or considered to own within the
meaning of Code Section 318) the largest interests in
any of the Company and the Affiliates, but only if
the Employee has annual Compensation greater than the
limitation in effect under Code Section 415(c)(1)(A);

(c)      a 5% owner of the Company or an Affiliate; or

45

(d)      a 1% owner of the Company or an Affiliate with annual
Compensation from the Company and all Affiliates of
more than $150,000.

Mandatory Aggregation Group  means each plan (considering the
---------------------------
Plan and Related Plans) that, during the Plan Year that contains the
Determination Date or any of the 4 preceding Plan Years:

(a)      had a participant who was a Key Employee; or

(b)      was required to be considered with a plan in which a
Key Employee participated in order to enable the plan
in which the Key Employee participated to meet the
requirements of Code Section 401(a)(4) or 410(b).

Non-Key Employee  means an Employee or former Employee who is
----------------
not a Key Employee.

Permissive Aggregation Group  means the group of plans
----------------------------
consisting of the plans in a Mandatory Aggregation Group with the Plan, plus any
other Related Plan or Plans that, when considered as a part of the Aggregation
Group, does not cause the Aggregation Group to fail to satisfy the requirements
of Code Section 401(a)(4) or 410(b).

Present Value of Accrued Benefits  means, in the case of a
---------------------------------
defined benefit plan, a Participant's present value of accrued benefits
determined as follows:

(a)      as of the most recent "Actuarial Valuation Date,"
which is the most recent valuation date within a
12-month period ending on the Determination Date.

(b)      as if the Participant terminated service as of the
actuarial valuation date; and

(c)      the Actuarial Valuation Date must be the same date
used for computing the defined benefit plan minimum
funding costs, regardless of whether a valuation is
performed that Plan Year.

Present Value means, in calculating a Participant's present
-------------
value of accrued benefits as of a Determination Date, the sum of:

(a)      the present value of accrued benefits using the
actuarial assumptions of Exhibit E-4;

(b)      any Plan distributions made within the Plan Year that
includes the Determination Date or within the 4
preceding Plan Years. However, in the case of
distributions made after the valuation date and prior
to the Determination Date, such distributions are not
included as distributions for top heavy purposes to
the extent that such distributions are already
included in the Participant's present value of
accrued benefits as of the

46

valuation date. Notwithstanding anything herein to the
contrary, all distributions, including distributions under
a terminated plan which if it had not been terminated
would have been required to be included in an Aggregation
Group, will be counted;

(c)  any Employee Contributions, whether voluntary or mandatory.
However, amounts attributable to tax deductible Qualified
Voluntary Employee Contributions shall not be considered to
be a part of the Participant's present value of accrued
benefits;

(d)  with respect to unrelated rollovers and plan-to-plan
transfers (ones which are both initiated by the Participant

and made from a plan maintained by one employer to a plan
maintained by another employer), if this Plan provides for
rollovers or plan-to-plan transfers, it shall always
consider such rollover or plan-to-plan transfer as a
distribution for the purposes of this Section 13.1. If this
Plan is the plan accepting such rollovers or plan-to-plan
transfers, it shall not consider such rollovers or
plan-to-plan transfers, as part of the Participant's present
value of accrued benefits; and

(e)  with respect to related rollovers and plan-to-plan
transfers (ones either not initiated by the Participant or
made to a plan maintained by the same employer), if this
Plan provides the rollover or plan-to-plan transfer, it
shall not be counted as a distribution for purposes of this
Section. If this Plan is the plan accepting such rollover or
plan-to-plan transfer, it shall consider such rollover or
plan-to-plan transfer as part of the Participant's present
value of accrued benefits, irrespective of the date on which
such rollover or plan-to-plan transfer is accepted.

Related Plan means any other defined contribution plan (a
------------
"Related Defined Contribution Plan") or defined benefit plan (a "Related Defined
Benefit Plan") (both as defined in Code Section 415(k), maintained by the
Company or an Affiliate.

A Super Top Heavy Aggregation Group exists in any Plan Year for
-----------------------------------
which, as of the Determination Date, the sum of the present value of accrued
benefits and the Aggregate Accounts of Key Employees under all plans in the
Aggregation Group exceeds 90% of the sum of the present value of accrued
benefits and the Aggregate Accounts of all employees under all plans in the
Aggregation Group. In determining the sum of the Present Value of Accrued
Benefits and/or Aggregate Accounts for all employees, the present value of
accrued benefits and/or Aggregate Accounts for any Non-key Employee who was a
Key Employee for any Plan Year preceding the Plan Year that contains the
Determination Date will be excluded.

Super Top Heavy Plan  means the Plan when it is described in the
--------------------
second sentence of Section 13.2.

A Top Heavy Aggregation Group  exists in any Plan Year for
---------------------------
which, as of the Determination Date, the sum of the Present Value of Accrued
Benefits for Key Employees under all plans in the Aggregation Group exceeds 60%
of the sum of the Present Value of Accrued

47

Benefits for all employees under all plans in the Aggregation Group. In
determining the sum of the Present Value of Accrued Benefits for all employees,
the Present Value of Accrued Benefits for any Non-key Employee who was a Key
Employee for any Plan Year preceding the Plan Year that contains the
Determination Date will be excluded.

Top Heavy Plan  means the Plan when it is described in the
--------------
first sentence of Section 13.2.

13.2     Determination of Top Heavy Status
---------------------------------

This Plan is a Top Heavy Plan in any Plan Year in which it is
a member of a Top Heavy Aggregation Group, including a Top Heavy Aggregation
Group that includes only the Plan. The Plan is a Super Top Heavy Plan in any
Plan Year in which it is a member of a Super Top Heavy Aggregation Group,
including a Super Top Heavy Aggregation Group that includes only the Plan.

13.3     Minimum Benefit Requirement for Top Heavy Plan
----------------------------------------------

13.3.1 Minimum Accrued Benefit: The minimum accrued benefit
(expressed as an Individual Life Annuity commencing at Normal Retirement Date)
derived from Company contributions to be provided under this Section for each
Non-key Employee who is a Participant for any Plan Year in which this Plan is a
Top Heavy Plan shall equal the product of (a) 1/12th of "416 Compensation"
averaged over 5 the consecutive Plan Years (or actual number of Plan Years if
less) which produce the highest average and (b) the lesser of (i) 2% multiplied
by Years of Vesting Service or (ii) 20%.

13.3.2 For purposes of providing the minimum benefit under
Code Section 416, a Non-key Employee who is not a Participant solely because (a)
his compensation is below a stated amount or (b) he declined to make mandatory
contributions to the Plan will be considered to be a Participant.

13.3.3 For purposes of this Section 13.3, Years of Vesting
Service for any Plan Year during which the Plan was not a Top Heavy Plan shall
be disregarded.

13.3.4 For purposes of this Section 13.3, 416 Compensation for
any Plan Year subsequent to the last Plan Year during which the Plan is a Top
Heavy Plan shall be disregarded.

13.3.5 For the purposes of this Section 13.3, "416
Compensation" shall mean W-2 wages for the calendar year ending with or within
the Plan Year, and shall be limited to $160,000 (as adjusted for cost-of-living
in accordance with Section 401(a)(17)(B) of the Code) in Top Heavy Plan Years.

13.3.6 If payment of the minimum accrued benefit commences at
a date other than Normal Retirement Date, or if the form of benefit is other
than on Individual Life Annuity, the minimum accrued benefit shall be the
actuarial equivalent of the minimum accrued benefit expressed as an Individual
Life Annuity commencing at Normal Retirement Date pursuant to Exhibits E-l, E-2,
E-3, and E-4.

48

13.3.7 To the extent required to be nonforfeitable under
Section 13.4, the minimum accrued benefit under this Section 13.3 may not be
forfeited under Code Section 411(a)(3)(B) or Code Section 411(a)(3)(D).

13.4   Vesting Requirement for Top Heavy Plan
--------------------------------------

13.4.1 Notwithstanding any other provision of this Plan, for
any Top Heavy Plan Year, the vested portion of any Participant's accrued benefit
shall be determined on the basis of the Participant's number of Years of Vesting
Service according to the following schedule:

Years of Service           Percentage Vested
----------------           -----------------

1 - 2                         0%
3                       100%

If in any subsequent Plan Year, the Plan ceases to be a Top Heavy
Plan, the Company may, in its sole discretion, elect to continue to apply this
vesting schedule in determining the vested portion of any Participant's accrued
benefit, or revert to the vesting schedule in effect before this Plan became a
Top Heavy Plan. Any such reversion shall be treated as a Plan amendment.

13.4.2 The computation of the nonforfeitable percentage of the
Participant's interest in the Plan shall not be reduced as the result of any
direct or indirect amendment to this Plan. In the event that this Plan is
amended to change or modify any vesting schedule, a Participant with at least 5
Years of Service as of the expiration date of the election period may elect to
have the Participant's nonforfeitable percentage computed under the Plan without
regard to such amendment. If a Participant fails to make such election, then
such Participant shall be subject to the new vesting schedule. The Participant's
election period shall commence on the adoption date of the amendment and shall
end 60 days after the latest of

(a)   the adoption date of the amendment,

(b)   the effective date of the amendment, or

(c)   the date the Participant receives written notice of the
amendment from the Company.

49

To record the adoption of the Plan to read as set forth herein,
the Company has caused its authorized member of the Committee to execute the
same this 1st day of May, 2001, to be effective May 1, 2001, except as otherwise
provided in the text herein.

FMC Technologies, Inc.

By: /s/ William H. Schumann III
---------------------------

Member, Employee Welfare Benefits
Plan Committee

50

EXHIBIT A

CREDITED SERVICE
----------------

Any service acquired as a participant under any of the plans listed herein shall
not be counted as Credited Service for purposes of this Plan.

1.   Frigoscandia Inc. Money Purchase Pension Plan
2.   Frigoscandia Inc. Retirement Plan: Pension Plan/401(k) Plan

51

EXHIBIT B

INACTIVE LOCATIONS
------------------

The following is a list of former locations of FMC which have been sold or
closed. As a result of the FTI Spinoff, the Plan retains the assets and
liabilities with respect to certain Participants formerly employed by FMC at
such locations:

LOCATION                                DATE SOLD/CLOSED
--------                                ----------------

--------------------------------------------------------------------------------
Invalco                                           February 26, 1999
--------------------------------------------------------------------------------
Houston Fluid Control                             January 1, 1984
--------------------------------------------------------------------------------

52

EXHIBIT C

MERGED PLANS
------------

The following is a list of other plans which were merged into the FMC Plan on
and after May 27, 1994, the assets of which are retained by this Plan as a
result of the FTI Spinoff.

EFFECTIVE
DATE OF                    SUPPLEMENT
PLAN NAME                                           MERGER                      NUMBER
---------                                           ------                      ------

--------------------------------------------------------------------------------------------------------------------
Pneumo Abex Corporation Retirement Income Plan                             May 27, 1994                       1
(Jetway Equipment Division)
--------------------------------------------------------------------------------------------------------------------
Retirement Plan for Employees of Stein                                     June 1, 1997                       2
--------------------------------------------------------------------------------------------------------------------
Moorco International, Inc. Retirement Income Plan                          July 1, 1997                       3
--------------------------------------------------------------------------------------------------------------------
Smith Meter, Inc. Salaried Retirement Plan                                 July 1, 1997                       4
--------------------------------------------------------------------------------------------------------------------

53

SUPPLEMENT 1

JETWAY SYSTEMS DIVISION
-----------------------

1-1  Eligible Employees
------------------

The terms of this Supplement apply only to individuals who are current
or former salaried and nonunion hourly employees of the FMC Technologies, Inc.,
Jetway Systems Division and who were participants in the Pneumo Abex Corporation
Retirement Income Plan ("Prior Plan") before May 27, 1994 (the "Merger Date")
who had not received a full distribution of their benefit under such plan, or
the FMC Plan, as of the Effective Date ("Participant"). On the Merger Date the
benefits of such participants were spun off from the Prior Plan and merged into
the FMC Plan.

1-2  Calculation of Normal Retirement Benefit
----------------------------------------

A Participant's monthly Normal Retirement Benefit shall be no less
than the normal retirement benefit to which the Participant would have been
entitled under the Prior Plan if the Participant had terminated employment
immediately prior to the Merger Date.

1-3  Early Retirement Date
---------------------

Early Retirement Date means the earlier of: (a) a Participant's Early
---------------------
Retirement Date under the Plan or (b) the date the Participant has a Severance
from Service before Normal Retirement Date for a reason other than death (i) if
the Participant is at least age 55 and has at least 10 Years of Vesting Service,
(ii) if the Participant was hired before age 35 and before January 1, 1989 and
the sum of the Participant's age and Years of Vesting Service is at least 75, or
(iii) if the Participant was entitled to an early retirement benefit under the
Prior Plan.

1-4  Termination Benefit
-------------------

If a Participant has a Severance from Service before Early or Normal
Retirement Date for a reason other than death and had accrued at least 10 Years
of Vesting Service, the Participant may begin to receive the Participant's Plan
benefit, subject to the Plan's reduction for early retirement, as early as the
date the Participant reaches age 55.

1-5  Years of Vesting Service
------------------------

A Participant is fully vested in the Participant's benefit under the
Plan. A Participant's Employment Commencement Date will be the date the
Participant was first employed by the Company or an Affiliate, or any earlier
date from which the Participant was granted vesting service under the FMC Plan,
or the Prior Plan. In no event will a Participant be credited with fewer Years
of Vesting Service under the Plan than the Participant would have been credited
with under the vesting rules of the Prior Plan.

54

1-6  Available Forms of Benefits
---------------------------

In addition to the optional forms of benefit described in the Plan, a
Participant may elect to receive his benefit under the Prior Plan in the
following form of benefit:

Life and 10 Year Certain Annuity: A Life and 10 Year Certain
--------------------------------
Annuity is an immediate annuity which is the Actuarial Equivalent
of an Individual Life Annuity, but which provides a smaller
monthly annuity for the Participant's life than an Individual
Life Annuity. After the Participant's death, if the monthly
annuity has been paid for a period shorter than 10 years, it will
continue in the same amount as during the Participant's life, for
the remainder of the 10 year term certain. The Participant's
Joint Annuitant will receive any payments due after the
Participant's death.

1-7  Special Provisions for Participants in the Retirement Plan for Salaried
-----------------------------------------------------------------------
Employees of Abex Corporation
-----------------------------

In addition to the special provisions of the preceding sections, a
Participant who participated in the Retirement Plan for Salaried Employees of
Abex Corporation before January 1, 1989 will be subject to the following
provision with respect to the Participant's Prior Plan benefit accrued before
January 1, 1989:

Special Rule of 75 Benefit: Participants who were hired before
--------------------------
age 35 and before January 1, 1989, and who accrue total years of
age and Vesting Service at Early Retirement equal to at least 75
will be entitled to a monthly benefit at their Early Retirement
Date reduced by 1/3 of 1% for each month payments are made before
the Participant reaches age 65.

55

SUPPLEMENT 2

STEIN
-----

2-1  Eligible Employees
------------------

The terms of this Supplement apply only to individuals who were
participants in the Retirement Plan for Employees of Stein (the "Prior Plan")
prior to June 1, 1997 (the "Merger Date") and who had not received a full
distribution of their benefit under such Prior Plan or the FMC Plan as of the
Effective Date ("Participant").

2-2  Calculation of Normal Retirement Benefit
----------------------------------------

A Participant's Normal Retirement Benefit shall be no less than the
normal retirement benefit to which the Participant would have been entitled
under the Prior Plan if the Participant had permanently terminated employment
immediately prior to the Merger Date.

2-3  Years of Vesting Service
------------------------

A Participant is fully vested in the Participant's benefit under the
Prior Plan. A Participant's Employment Commencement Date will be the date the
Participant was first employed by the Company or an Affiliate, or any earlier
date from which the Participant was granted vesting service under the FMC Plan
or the Prior Plan. In no event will a Participant be credited with fewer Years
of Vesting Service under the Plan than the Participant would have been credited
with under the vesting rules of the Prior Plan.

2-4  Available Forms of Benefits
---------------------------

In addition to the optional forms of benefit described in the Plan, a
Participant may elect to receive the Participant's benefit under the Prior Plan
in the following form of benefit:

Life and 5 Year Certain Annuity: A Life and 10 Year Certain
-------------------------------
Annuity is an immediate annuity which is the Actuarial Equivalent
of an Individual Life Annuity, but which provides a smaller
monthly annuity for the Participant's life than an Individual
Life Annuity. After the Participant's death, if the monthly
annuity has been paid for a period shorter than 60 months, it
will continue, in the same amount as during the Participant's
life, for the remainder of the 60 month term certain. The
Participant's Joint Annuitant will receive any payments due after
the Participant's death.

56

SUPPLEMENT 3

MOORCO INTERNATIONAL INC. RETIREMENT INCOME PLAN
------------------------------------------------

3-1  Eligible Employees
------------------

The terms of this Supplement apply only to individuals who were
participants in the Moorco International Inc. Retirement Income Plan (the "Prior
Plan") prior to July 1, 1997 (the "Merger Date") and who had not yet received a
full distribution of their benefit under such Prior Plan or the FMC Plan as of
the Effective Date ("Participant").

3-2  Calculation of Normal Retirement Benefit
----------------------------------------

A Participant's Normal Retirement Benefit shall be no less than the
normal retirement benefit to which the Participant would have been entitled if
the Participant had terminated employment immediately prior to the Merger Date.

3-3  Early Retirement Date
---------------------

Early Retirement Date means the earlier of: (a) Early Retirement Date
---------------------
under the Plan; or (b) the date the Participant has a Severance from Service
before Normal Retirement Date for a reason other than death, if the Participant
is at least age 55 and has at least 10 Years of Vesting Service or if the
Participant was entitled to an early retirement benefit under the Geosource Inc.
Retirement Income Plan.

3-4  Years of Vesting Service
------------------------

A Participant is fully vested in the Participant's benefits under the
Prior Plan. A Participant's Employment Commencement Date will be the date the
Participant was first employed by the Company or an Affiliate, or any earlier
date from which the Participant was first granted vesting service under the FMC
Plan or the Prior Plan. Each Participant will be credited with the number of
full years of vesting service with which the Participant was credited under the
Prior Plan plus the greater of: (a) 6 months of Vesting Service; and (b) if the
Participant accrued 1,000 hours of service under the Prior Plan during the
period from January 1, 1997 through June 30, 1997, 1 Year of Vesting Service. In
no event will a Participant be credited with fewer Years of Vesting Service
under the Plan than the Participant would have been credited with under the
vesting rules of the Prior Plan.

3-5  Available Forms of Benefits
---------------------------

In addition to the optional forms of benefit described in the Plan, a
Participant may elect to receive the Participant's benefit under the Prior Plan
in the following form:

57

Life and Term Certain Annuity: A Life and Term Certain Annuity is
-----------------------------
an immediate annuity which is the Actuarial Equivalent
(determined in accordance with Exhibit E-1) of an Individual Life
Annuity, but which provides a smaller monthly annuity for the
Participant's life than an Individual Life Annuity. After the
Participant's death, if the monthly annuity has been paid for a
period shorter than the term certain chosen by the Participant,
it will continue, in the same amount as during the Participant's
life, for the remainder of the term certain. The Participant's
Joint Annuitant will receive any payments due after the
Participant's death. The Participant may choose a term certain of
60, 120, 180 or 240 months, so long as the term certain does not
exceed the joint life expectancies of the Participant and the
Joint Annuitant.

3-6  Non-Spouse Death Benefit
------------------------

If the Preretirement Survivor's Benefit is not payable to the spouse
of a deceased Participant, and if the Participant dies on or after the
Participant's Early Retirement Date, the Participant's Beneficiary will be
entitled to a death benefit consisting of monthly payments made for a period of
60 months, beginning as of the first day of the month coincident with or next
following the month in which the Participant dies. The amount of the monthly
payment will be equal to the monthly payment to which the Participant would have
been entitled if the Participant had retired on the day before his death, and
had elected to receive only the Participant's Prior Plan benefit in the form of
an immediate Life and Term Certain Annuity with a term certain of 60 months.

58

SUPPLEMENT 4

SMITH METER, INC. SALARIED RETIREMENT PLAN
------------------------------------------

4-1  Eligible Employees
------------------

The terms of this Supplement apply only to individuals who were
participants in the Smith Meter, Inc. Salaried Retirement Plan ("Prior Plan")
prior to July 1, 1997 (the "Merger Date") and who had not yet received a full
distribution of their benefit under the FMC Plan or the Prior Plan as of the
Effective Date ("Participant").

4-2  Calculation of Normal Retirement Benefit
----------------------------------------

A Participant's Normal Retirement Benefit shall be no less than the
normal retirement benefit to which the Participant would have been entitled if
the Participant had permanently terminated employment with FMC and all of its
Affiliates (as defined in the FMC Plan) on the Merger Date.

4-3  Early Retirement Date
---------------------

Early Retirement Date means the earlier of: (a) the Participant's
---------------------
Early Retirement Date under the Plan, or (b) the date the Participant has a
Severance from Service before Normal Retirement Date for a reason other than
death (i) if the Participant is at least age 57 and has at least 10 Years of
Vesting Service or (ii) if the Participant was entitled to an early retirement
benefit under the Geosource Inc. Smith Meter Systems Division Salaried
Retirement Income Plan.

4-4  Normal Retirement Date
----------------------

Normal Retirement Date means the earlier of: (a) the Participant's
----------------------
Normal Retirement Date under the Plan, or (b) the date the Participant has a
Severance from Service with at least 10 Years of Vesting Service at or after age
62.

4-5  Years of Vesting Service
------------------------

A Participant is fully vested in the Participant's benefits under the
Prior Plan. A Participant's Employment Commencement Date will be the date the
Participant was first employed by the Company or any Affiliate, or any earlier
date from which he was granted vesting service under the FMC Plan or the Prior
Plan. Each Participant will be credited with the number of full years of vesting
service with which the Participant was credited under the Prior Plan plus the
greater of: (a) 6 months of Vesting Service, or (b) if the Participant accrued
1,000 hours of service under the Prior Plan during the period from January 1,
1997 through June 30, 1997, 1 Year of Vesting Service. In no event will a
Participant be credited with fewer Years of Vesting

59

Service under the Plan than the Participant would have been credited with under
the vesting rules of the Prior Plan.

4-6  Available Forms of Benefits
---------------------------

In addition to the optional forms of benefit described in the Plan, a
Participant may elect to receive his Prior Plan benefit in the following form of
benefit:

Life and Term Certain Annuity: A Life and Term Certain Annuity is
-----------------------------
an immediate annuity which is the Actuarial Equivalent
(determined in accordance with Exhibit E-1) of an Individual Life
Annuity, but which provides a smaller monthly annuity for the
Participant's life than an Individual Life Annuity. After the
Participant's death, if the monthly annuity has been paid for a
period shorter than the term certain chosen by the Participant,
it will continue, in the same amount as during the Participant's
life, for the remainder of the term certain. The Participant's
Joint Annuitant will receive any payments due after the
Participant's death. The Participant may choose a term certain of
60, 120, 180 or 240 months, so long as the term certain does not
exceed the joint life expectancies of the Participant and the
Joint Annuitant.

4-7  Payment to Active Participant After Normal Retirement Date
----------------------------------------------------------

A Participant who continues to be employed by the Company or a
Participating Employer after reaching Normal Retirement Date may begin receiving
the Participant's Prior Plan benefit at or after Normal Retirement Date.

4-8  Non-Spouse Death Benefit
------------------------

If the Preretirement Survivor's Benefit is not payable to the spouse
of a deceased Participant, and if the Participant dies on or after the
Participant's Early Retirement Date, the Participant's Beneficiary will be
entitled to a death benefit consisting of monthly payments made for a period of
60 months, beginning as of the first day of the month coincident with or next
following the month in which the Participant dies. The amount of the monthly
payment will be equal to the monthly payment to which the Participant would have
been entitled if he had retired on the day before his death, and had elected to
receive only his Prior Plan benefit in the form of an immediate Life and Term
Certain Annuity with a term certain of 60 months.

60

Exhibit 10.6.d

FMC TECHNOLOGIES, INC. EMPLOYEES' RETIREMENT PROGRAM

PART II

UNION HOURLY EMPLOYEES' RETIREMENT PLAN

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

INTRODUCTION..................................................................................................     1

ARTICLE I.....................................................................................................     2

Definitions................................................................................................     2
-----------
Actuarial Equivalent.......................................................................................     2
--------------------
Administrator..............................................................................................     2
-------------
Affiliate..................................................................................................     3
---------
Annuity Starting Date......................................................................................     3
---------------------
Beneficiary................................................................................................     3
-----------
Board......................................................................................................     3
-----
Benefits Agreement.........................................................................................     3
------------------
Code.......................................................................................................     3
----
Collective Bargaining Agreement............................................................................     3
-------------------------------
Committee..................................................................................................     4
---------
Company....................................................................................................     4
-------
Early Retirement Benefit...................................................................................     4
------------------------
Early Retirement Date......................................................................................     4
---------------------
Effective Date.............................................................................................     4
--------------
Eligible Employee..........................................................................................     4
-----------------
Employee...................................................................................................     4
--------
Employment Commencement Date...............................................................................     4
----------------------------
ERISA......................................................................................................     4
-----
50% Joint and Survivor's Annuity...........................................................................     4
--------------------------------
FMC........................................................................................................     5
---
FMC Beneficiary............................................................................................     5
---------------
FMC Joint Annuitant........................................................................................     5
-------------------
FMC Participant............................................................................................     5
---------------
FMC Plan...................................................................................................     5
--------
FTI Spinoff................................................................................................     5
-----------
Hour of Service............................................................................................     5
---------------
Individual Life Annuity....................................................................................     5
-----------------------
Investment Manager.........................................................................................     5
------------------
Leased Employee............................................................................................     5
---------------
Normal Retirement Benefit..................................................................................     5
-------------------------
Normal Retirement Date.....................................................................................     5
----------------------
100% Joint and Survivor's Annuity..........................................................................     6
---------------------------------
One-Year Period of Severance...............................................................................     6
----------------------------
Participant................................................................................................     6
-----------
Participating Employer.....................................................................................     6
----------------------
Period of Service..........................................................................................     6
-----------------
Period of Severance........................................................................................     6
-------------------
Plan.......................................................................................................     6
----
Plan Year..................................................................................................     6
---------
Reemployment Commencement Date.............................................................................     6
------------------------------
Severance From Service Date................................................................................     6
---------------------------
Supplement.................................................................................................     7
----------
Total and Permanent Disability.............................................................................     7
------------------------------
Trust......................................................................................................     7
-----
Trust Fund.................................................................................................     8
----------
Year of Credited Service...................................................................................     8
------------------------
Year of Vesting Service....................................................................................     8
-----------------------

ARTICLE II....................................................................................................    10

i

Participation.................................................................................................    10
-------------
2.1    Eligibility and Commencement of

Participation..........................................................    10
---------------------------------------------
2.2    Provision of Information...............................................................................    10
------------------------
2.3    Termination of Participation...........................................................................    10
----------------------------
2.4    Special Rules Relating to Veterans' Reemployment Rights................................................    10
-------------------------------------------------------

ARTICLE III......................................................................................................    11

Normal, Early and Deferred Retirement Benefits................................................................    11
----------------------------------------------
3.1    Normal Retirement Benefits.............................................................................    11
--------------------------
3.2    Early Retirement Benefits..............................................................................    11
-------------------------
3.3    Deferred Retirement Benefits...........................................................................    12
----------------------------
3.4    Suspension of Benefits.................................................................................    13
----------------------
3.5    Benefit Limitations....................................................................................    15
-------------------
3.6    FMC Participants' Benefits.............................................................................    17
--------------------------

ARTICLE IV.......................................................................................................    18

Termination Benefits..........................................................................................    18
--------------------
4.1    Termination of Service.................................................................................    18
----------------------
4.2    Amount of Termination Benefit..........................................................................    18
-----------------------------

ARTICLE V........................................................................................................    19

Disability Retirement Benefits................................................................................    19
------------------------------
5.1    Disability Retirement..................................................................................    19
---------------------
5.2    Amount of Disability Retirement Benefit................................................................    19
---------------------------------------

ARTICLE VI.......................................................................................................    20

Payment of Retirement Benefits................................................................................    20
------------------------------
6.1    Normal Form of Benefit.................................................................................    20
----------------------
6.2    Optional Forms of Benefit..............................................................................    20
-------------------------
6.3    Election of Benefits...................................................................................    20
--------------------
6.4    FMC Participants in Pay Status.........................................................................    22
------------------------------

ARTICLE VII......................................................................................................    23

Survivor's Benefits...........................................................................................    23
-------------------
7.1    Surviving Spouse's Benefit.............................................................................    23
--------------------------
7.2    Certain Former Employees...............................................................................    23
------------------------

ARTICLE VIII.....................................................................................................    24

Fiduciaries...................................................................................................    24
-----------
8.1    Named Fiduciaries......................................................................................    24
-----------------
8.2    Employment of Advisers.................................................................................    24
----------------------
8.3    Multiple Fiduciary Capacities..........................................................................    24
-----------------------------
8.4    Payment of Expenses....................................................................................    24
-------------------
8.5    Indemnification........................................................................................    25
---------------

ARTICLE IX.......................................................................................................    26

Plan Administration...........................................................................................    26
-------------------
9.1    Powers, Duties and Responsibilities of the Administrator and the Committee.............................    26
--------------------------------------------------------------------------
9.2    Delegation of Administration Responsibilities..........................................................    26
---------------------------------------------
9.3    Committee Members......................................................................................    27
-----------------

ARTICLE X........................................................................................................    28

Funding of the Plan...........................................................................................    28
-------------------
10.1   Appointment of Trustee.................................................................................    28
----------------------
10.2   Actuarial Cost Method..................................................................................    28
---------------------
10.3   Cost of the Plan.......................................................................................    28
----------------

ii

10.4   Funding Policy........................................................................................    28
--------------
10.5   Cash Needs of the Plan................................................................................    29
----------------------
10.6   Public Accountant.....................................................................................    29
-----------------
10.7   Enrolled Actuary......................................................................................    29
----------------
10.8   Basis of Payments to the Plan.........................................................................    29
-----------------------------
10.9   Basis of Payments from the Plan.......................................................................    29
-------------------------------

ARTICLE XI......................................................................................................    30

Plan Amendment or Termination................................................................................    30
-----------------------------
11.1   Plan Amendment or Termination.........................................................................    30
-----------------------------
11.2   Limitations on Plan Amendment.........................................................................    30
-----------------------------
11.3   Effect of Plan Termination............................................................................    30
--------------------------
11.4   Allocation of Trust Fund on Termination...............................................................    31
---------------------------------------

ARTICLE XII.....................................................................................................    32

Miscellaneous Provisions.....................................................................................    32
------------------------
12.1   Subsequent Changes....................................................................................    32
------------------
12.2   Plan Mergers..........................................................................................    32
------------
12.3   No Assignment of Property Rights......................................................................    32
--------------------------------
12.4   Beneficiary...........................................................................................    33
-----------
12.5   Benefits Payable to Minors, Incompetents and Others...................................................    33
---------------------------------------------------
12.6   Employment Rights.....................................................................................    34
-----------------
12.7   Proof of Age and Marriage.............................................................................    34
-------------------------
12.8   Small Annuities.......................................................................................    34
---------------
12.9   Controlling Law.......................................................................................    34
---------------
12.10  Direct Rollover Option................................................................................    34
----------------------
12.11  Claims Procedure......................................................................................    35
----------------
12.12  Participation in the Plan by an Affiliate.............................................................    36
-----------------------------------------
12.13  Action by Participating Employers.....................................................................    37
---------------------------------

ARTICLE XIII....................................................................................................    38

Top Heavy Provisions.........................................................................................    38
--------------------
13.1   Top Heavy Definitions.................................................................................    38
---------------------
13.2   Determination of Top Heavy Status.....................................................................    41
---------------------------------
13.3   Minimum Benefit Requirement for Top Heavy Plan........................................................    41
----------------------------------------------
13.4   Vesting Requirement for Top Heavy Plan................................................................    42
--------------------------------------

EXHIBIT A.......................................................................................................    44

SUPPLEMENT 1....................................................................................................    45

SUPPLEMENT 2....................................................................................................    49

SUPPLEMENT 3....................................................................................................    51

SUPPLEMENT 4....................................................................................................    56

iii

FMC TECHNOLOGIES, INC. EMPLOYEES' RETIREMENT PROGRAM

PART II
UNION HOURLY EMPLOYEES' RETIREMENT PLAN

INTRODUCTION

The FMC Technologies, Inc. Employees' Retirement Program
("Program") is established effective May 1, 2001 in connection with a spin-off
of assets and liabilities from the FMC Corporation Employees' Retirement Program
(the "FMC Plan").

The Program consists of two parts, Part I Salaried and
Nonunion Hourly Employees' Retirement Plan and Part II Union Hourly Employees'
Retirement Plan, which are contained in two separate plan documents. Supplements
to Part I and Part II of the Program contain provisions which apply only to a
specific group of Employees or Participants as specified therein and override
any contrary provision of the Program or either Part I or Part II. This document
is Part II Union Hourly Employees' Retirement Plan ("Plan") and covers certain
eligible union hourly employees as provided in Article II Participation. This
document is generally effective as of May 1, 2001, except as and to the extent
otherwise provided herein. This document shall not be construed to affect an FMC
Participant's accrued benefit under the FMC Plan or to alter in any way the
rights of an FMC Participant, FMC Joint Annuitant, or FMC Beneficiary thereof
who has retired, died or with respect to whom there has been a severance from
service date under the FMC Plan.

The Plan is intended to be qualified under Code Section 401(a),
and its associated trust is intended to be tax exempt under Code Section 501(a).
The Plan is intended also to meet the requirements of ERISA and shall be
construed wherever possible to comply with the terms of the Code and ERISA. The
Plan is intended to provide a regular monthly retirement benefit for employees
who meet the eligibility requirements.

1

ARTICLE I

Definitions
-----------

For purposes of this Plan and any amendments to it, the
following terms have the meanings ascribed to them below.

Actuarial Equivalent means a benefit determined to be of equal
--------------------
value to another benefit on the basis of either (a) the UP-1984 Mortality Table
and 8-1/2% interest compounded annually or (b) the mortality table and interest
rate described in the applicable Supplement.

Notwithstanding  the  foregoing,  for purposes of Section  12.8,
Actuarial Equivalent value shall be determined as follows:

(i)    with respect to FMC Participants whose Annuity Starting
Dates occurred prior to June 1, 1995, based on the
actuarial assumptions described above; provided that the
interest rate shall not exceed the rate for immediate
annuities used by the Pension Benefit Guaranty Corporation
for plans terminating on  the first day of the Plan
Year that contains the Annuity Starting Date;

(ii)      with respect to FMC Participants with Annuity  Starting
Dates occurring on or after June 1, 1995, and who had an
Hour of Service prior to August 31, 1999, based on the
Group Annuity Mortality Table 1983 (weighted 50% male and
50% female) (or the applicable  mortality table prescribed
under Section 417(e)(3) of  the Code) and the lesser of
the interest rate described above or the applicable
interest rate prescribed under Section 417(e)(3) of the
Code the November preceding the Plan Year that contains
Starting Date; and

(iii)     for Annuity Starting Dates occurring on or after August
31, 1999, with respect to any Participant who did not have
an Hour of  Service prior to August 31, 1999 based on the
1983 Group Annuity Mortality Table (weighted 50% male and
50% female) (or the applicable mortality table, prescribed
under Section 417(e)(3)of the Code) and the applicable
interest rate prescribed under Section 417(e)(3) of the
Code for the  November preceding the Plan Year that
contains the Annuity Starting Date.

Administrator means the Company. The Plan is administered by the
-------------
Company through the Committee. The Administrator and the Committee have the
responsibilities specified in Article IX.

2

Affiliate means any corporation, partnership, or other entity
---------
that is:

(a)    a member of a  controlled  group of  corporations  of
which the  Company is a member (as  described  in Code
Section 414(b));

(b)    a member of any trade or business under common control
with the Company (as described in Code Section 414(c));

(c)    a member of an affiliated service group that includes
the Company (as described in Code Section 414(m));

(d)    an entity required to be aggregated with the Company
pursuant to regulations  promulgated under Code Section
414(o); or

(e)    a leasing organization that provides Leased Employees
to the Company or an Affiliate (as determined under
paragraphs (a) through (d) above), unless (i) the
Leased Employees constitute less than 20% of the
nonhighly compensated workforce of the Company and
Affiliates (as determined under paragraphs (a) through
(d) above; and (ii) the Leased Employees are
covered by a plan described Code Section 414(n)(5).

"Leasing organization" has the meaning ascribed to it in the
definition of "Leased Employee" below.

For purposes of Section 3.5, the 80% thresholds of Code
Sections 414(b) and (c) are deemed to be "more than 50%," rather than "at least
80%."

Annuity Starting Date means the first day of the first period
---------------------
for which an amount is paid in an annuity or other form of benefit. In the case
of a lump sum distribution, the Annuity Starting Date is the date payment is
actually made.

Beneficiary means the person or persons determined pursuant to
-----------
Section 12.4.

Board means the board of directors of the Company.
-----

Benefits Agreement means the Employee Benefits Agreement by
------------------
and between FMC and the Company.

Code means the Internal Revenue Code of 1986, as amended from
----
time to time. Reference to a specific provision of the Code includes that
provision, any successor to it and any valid regulation promulgated under the
provision or successor provision.

Collective Bargaining Agreement means the collective
-------------------------------
bargaining agreement referred to in the applicable Supplement.

3

Committee means the FTI Employee Benefits Plan Committee, as
---------
described in Section 9.3, its authorized delegatee and any successor to the
Committee.

Company means FMC Technologies, Inc., a Delaware corporation,
-------
and any successor to it.

Early Retirement Benefit means the benefits determined
------------------------
pursuant to Section 3.2.

Early Retirement Date means the later of the Participant's
---------------------
55th birthday and the date he or she acquires 10 Years of Credited Service.

Effective Date means (i) May 1, 2001, or if later, an
--------------
Employee's Employment Commencement Date or Reemployment Commencement Date,
whichever is applicable, or (ii) with respect to each FMC Participant, May 1,
2001 or, if later, the date such FMC Participant's accrued benefit under the FMC
Plan is deemed transferred to this Plan under the Benefits Agreement.

Eligible Employee means an Employee of a Participating
-----------------
Employer, other than a Leased Employee, who is employed on an hourly basis and
covered by the applicable Collective Bargaining Agreement which specifically
provides for Plan participation, or to whom coverage under the Plan is extended
by the Company.

Employee  means a common law employee or Leased  Employee of
--------
the Company or an  Affiliate, subject to the following rules:

(a)      a person who is not a Leased Employee and who is
engaged as an independent contractor is not an
Employee;

(b)      only  individuals  who are paid as employees from the
payroll of the Company or an Affiliate and treated as
employees are Employees under the Plan; and

(c)      any person retroactively found to be a common law
employee shall not be eligible to participate in the
Plan for any period he was not an Employee under the
Plan.

Employment Commencement Date means the date on which the
----------------------------
Employee first performs an Hour of Service.

ERISA means the Employee Retirement Income Security Act of
-----
1974, as amended from time to time. Reference to a specific provision of ERISA
includes the provision, any successor provision and any valid regulation
promulgated under the provision or successor provision.

50% Joint and Survivor's Annuity means an immediate annuity
--------------------------------
which is the Actuarial Equivalent of an Individual Life Annuity, but which
provides a smaller monthly annuity for the Participant's life than an Individual
Life Annuity. After the Participant's death,

4

50% of such reduced annuity will be paid to the Participant's surviving spouse
for such spouse's life.

FMC means FMC Corporation, a Delaware corporation.
---

FMC Beneficiary means an individual who was receiving benefits
---------------
under the FMC Plan as a result of the death of an FMC Participant and whose
benefit was transferred to this Plan pursuant to the FTI Spinoff.

FMC Joint Annuitant means an individual who was designated as
-------------------
a joint annuitant of an FMC Participant under the FMC Plan, the benefits of such
FMC Participant which were transferred to this Plan pursuant to the FTI Spinoff.

FMC Participant means any participant in Part II Union Hourly
---------------
Employee's Retirement Plan of the FMC Plan who had their accrued benefit, years
of credited service and years of vesting service under the FMC Plan transferred
to this Plan, pursuant to the FTI Spinoff.

FMC Plan means the FMC Corporation Employees' Retirement
--------
Program.

FTI Spinoff means the transfer of assets and liabilities
-----------
attributable to FMC Participants from the FMC Plan to this Plan pursuant to the
Benefits Agreement.

Hour of Service means each hour for which an Employee is
---------------
directly or indirectly paid or entitled to payment by the Company or an
Affiliate for the performance of duties, and, for each FMC Participant, each
hour of service credited to such individual under the FMC Plan as of the date
prior to the Effective Date for such FMC Participant.

Individual Life Annuity means an immediate annuity which
-----------------------
provides equal monthly payments for the Participant's life only.

Investment Manager means a person who is an "investment
------------------
manager" as defined in section 3(38) of ERISA.

Leased Employee means an individual who performs services for
---------------
the Company or an Affiliate on a substantially full-time basis for a period of
at least 1 year, under the primary direction or control of the Company or an
Affiliate, and under an agreement between the Company or Affiliate and a leasing
organization. The leasing organization can be a third party or the Leased
Employee himself.

Normal Retirement Benefit means the benefits determined
-------------------------
pursuant to Section 3.1.

Normal Retirement Date means the Participant's 65th birthday,
----------------------
except as otherwise provided in the applicable Supplement.

100% Joint and Survivor's Annuity means an immediate annuity
---------------------------------
which is the Actuarial Equivalent of an Individual Life Annuity, but which
provides a smaller monthly

5

annuity for the Participant's life than a 50% Joint and Survivor Annuity. After
the Participant's death, 100% of such reduced annuity will continue to be paid
to the Participant's surviving spouse for such spouse's life.

One-Year Period of Severance means a 12-consecutive-month
----------------------------
period commencing on an Employee's Severance From Service Date in which the
Employee is not credited with an Hour of Service.

Participant means an Eligible Employee who has begun but not
-----------
ended his or her participation in the Plan pursuant to the provisions of Article
II and, unless specifically indicated otherwise, shall include each FMC
Participant.

Participating Employer means the Company and each other
----------------------
Affiliate that adopts the Plan with the consent of the Board, as provided in
Section 12.12.

Period of Service means the period commencing on the Effective
-----------------
Date and ending on the Severance From Service Date including, for each FMC
Participant, periods of service credited under the FMC Plan as of the date
immediately prior to the relevant Effective Date for such FMC Participant. All
Periods of Service (whether or not consecutive) shall be aggregated.
Notwithstanding the foregoing, if an Employee incurs a One-Year Period of
Severance at a time when he or she has no vested interest under the Plan and the
Employee does not perform an Hour of Service within 5 years after the beginning
of the One-Year Period of Severance, the Period of Vesting Service prior to such
One-Year Period of Severance shall not be aggregated.

Period of Severance means the period commencing on the
-------------------
Severance From Service Date and ending on the date on which the Employee again
performs an Hour of Service.

Plan means Part II Union Hourly Employees' Retirement Plan
----
of the FMC Technologies, Inc. Employees' Retirement Program.

Plan Year means the period beginning May 1, 2001 and ending
---------
December 31, 2001 and thereafter the 12-month period beginning on January 1 and
ending the next December 31.

Reemployment Commencement Date means the first date following
------------------------------
a Period of Severance which is not required to be taken into account for
purposes of an Employee's Period of Vesting Service on which the Employee
performs an Hour of Service.

Severance From Service Date means the earliest of:
---------------------------

(a)  the date on which an Employee voluntarily terminates,
retires, is discharged or dies;

(b)  the first anniversary of the first date of a period in
which an Employee remains absent from service (with or
without pay) with the Company and

6

Affiliates for any reason other than voluntary
termination, retirement, discharge or death; or

(c)   the second anniversary of the date an Employee is absent
pursuant to a maternity or paternity leave of absence;
provided, however, that the period between the first and
second anniversaries of the first date of such absence
shall  be neither a Period of Service  nor a One-Year
Period of Severance.

Notwithstanding the foregoing, a Severance From Service Date
shall not be considered to have occurred under the following circumstances:

(i)   during a leave of absence, vacation or holiday with pay;

(ii)  during a leave of absence  without pay granted by reason
of disability or under the Family and Medical Leave Act
of 1993;

(iii) during a period of qualified military service, provided
the Employee makes application to return within 90 days
after completion of active service and returns to active
employment as an Employee while reemployment rights are
protected by law. If the Employee does not so return,
the Employee shall have a Severance From Service Date on
the first anniversary of the date of entry into military
service.

If the Employee violates the terms of a leave of absence, the
Employee shall be deemed to have voluntarily terminated as of the date of such
violation. In the case of a leave in excess of 12 months, if the Employee fails
to return to active employment immediately after such leave, the Employee shall
be deemed to have voluntarily terminated as of the last day of the 12th month of
the leave.

A "maternity or paternity leave of absence" means an absence
from work by reason of the Employee's pregnancy, birth of the Employee's child,
placement of a child with the Employee in connection with the adoption of such
child, or any absence for the purpose of caring for such child for a period
immediately following such birth or placement.

Supplement means the provisions of the Plan which apply only
----------
to a specific group of Employees or Participants as detailed in such Supplement
and which override any contrary provision of the Plan.

Total and Permanent Disability has the meaning assigned
------------------------------
thereto in the applicable Supplement.

Trust means the trust established by the Trust Agreement.
-----
"Trust Agreement" means the trust agreement or agreements, as amended from time
to time, entered into by the Company and the Trustee pursuant to Section 8.1.
"Trustee" means the trustee or trustees at any time appointed by the Company
pursuant to Section 8.1.

7

Trust Fund means the trust fund established and maintained by
----------
the Trustee to hold all assets of the Plan pursuant to the Trust Agreement.

Year of Credited Service means (a) for an FMC Participant, his
------------------------
or her years of credited service under the FMC Plan prior to such FMC
Participant's Effective Date and (b) the total number of calendar months during
the Employee's Period of Service while the Employee is an Eligible Employee and
after he has become a Participant divided by 12. A partial month in such Period
of Service counts as a whole month, and fractional Years of Credited Service
shall be taken into account in determining a Participant's benefits. Year of
Credited Service shall also include such other periods as the Company recognizes
as a Year of Credited Service, pursuant to written and nondiscriminatory rules.

Notwithstanding the foregoing, Credited Service shall not
include: (i) any leave of absence without pay unless the Employee returns to
active employment as an Employee immediately after such leave and abides by all
the terms of the leave, (ii) any maternity or paternity leave of absence unless
the Employee returns to active employment as an Employee within 12 months after
the first day of such leave, or (iii) any period of service with respect to
which such Eligible Employee accrues a benefit under the FMC Plan on or after
May 1, 2001 or any pension, profit sharing or other retirement plan listed on
Exhibit A.

Year of Vesting Service means (a) for an FMC Participant, his
-----------------------
or her years of service and years of vesting service credited under the FMC Plan
prior to such FMC Participant's Effective Date, and (b) the total number of
calendar months during the Employee's Period of Service divided by 12,
determined in accordance with the following rules:

(i)      a partial month in the Employee's Period of Service
counts as a whole month;

(ii)     if the Employee has a Severance From Service Date by
reason of a voluntary termination, discharge or
retirement and the Employee then performs 1 Hour of
Service within 12 months of the Severance From
Service Date, such Period of Severance is included in
the Period of Service. If the Employee has a
Severance From Service Date by reason of a voluntary
termination, discharge or retirement during an
absence from service of 12 months or less for any
reason other than a voluntary termination, discharge
or retirement, and then performs 1 Hour of Service
within 12 months of the date on which the Employee
was first absent from service, such Period of
Severance is included in the Period of Service;

(iii)    period of Service also includes the following:

(1)     a period of employment with an employer
substantially all of the equity interest or
assets of which have been acquired by the
Company or an Affiliate, but only to the
extent that the Company expressly recognizes
such period as a Period of Service pursuant
to written and nondiscriminatory rules; and

8

(2)  such other periods as the Company recognizes as a Period
of Service pursuant to written and nondiscriminatory
rules.

9

ARTICLE II

Participation
-------------

2.1  Eligibility and Commencement of Participation
---------------------------------------------

Each FMC Participant shall automatically became a Participant in the
Plan on such FMC Participant's Effective Date. Except as otherwise provided in
the applicable Supplement, each other Employee shall automatically become a
Participant in the Plan as of the date he or she satisfies all of the following
requirements:

(a)    the Employee is an Eligible Employee; and

(b)    the Employee either (i) is a permanent, full-time employee, or
(ii) has completed not less than 1,000 Hours of Service in a
12-month period beginning on the Employee's Employment
Commencement Date or any anniversary thereof.

2.2  Provision of Information
------------------------

Each Participant must make available to the Administrator any
information it reasonably requests. As a condition of participation in the Plan,
an Employee agrees, on his or her own behalf and on behalf of all persons who
may have or claim any right by reason of the Employee's participation in the
Plan, to be bound by all provisions of the Plan.

2.3  Termination of Participation
----------------------------

A Participant ceases to be a Participant when he or she dies or, if
earlier, when his or her entire vested benefit accrued under the Plan has been
paid to him or her.

2.4  Special Rules Relating to Veterans' Reemployment Rights
-------------------------------------------------------

Notwithstanding any provision of this Plan to the contrary, with
respect to an Eligible Employee or Participant who is reemployed in accordance
with the reemployment provisions of the Uniformed Services Employment and
Reemployment Rights Act following a period of qualifying military service (as
determined under such Act), contributions, benefits and service credit will be
provided in accordance with Section 414(u) of the Code.

10

ARTICLE III

Normal, Early and Deferred Retirement Benefits
----------------------------------------------

3.1  Normal Retirement Benefits
--------------------------

3.1.1  Normal Retirement: A Participant who retires on the Normal
Retirement Date shall be entitled to receive a Normal Retirement Benefit
determined under Section 3.1.2. Payment of such benefit shall commence as of the
first day of the month coincident with or next following the Participant's
Normal Retirement Date, unless the Participant elects to defer commencement
subject to Section 3.3.2.

3.1.2  Amount of Normal Retirement Benefit: A Participant's monthly
Normal Retirement Benefit shall be equal to the amount determined in accordance
with the applicable Supplement.

3.1.3  Reductions for Certain Benefits: A Participant's Normal
Retirement Benefit shall be reduced by the value of any vested benefit payable
to the Participant under the FMC Plan or any pension, profit sharing or other
retirement plan other than the FTI Savings and Investment Plan (hereinafter
called "Duplicate Benefit Plan") which is attributable to any period which
counts as Credited Service under this Plan. For purposes of determining the
amount of the reduction, the vested benefit under the Duplicate Benefit Plan
shall be converted as of the Annuity Starting Date to a form which is identical
and the Actuarial Equivalent of the form and amount of benefit which is to be
paid under this Plan. The value of the Participant's vested benefit under the
Duplicate Benefit Plan shall be determined as of the earlier of such date or the
date distribution of such vested benefit was made or commenced.

3.2  Early Retirement Benefits
-------------------------

3.2.1  Early Retirement: A Participant who retires on or after the
Early Retirement Date shall be entitled to receive an Early Retirement Benefit
determined under Section 3.2.2. Payment of such benefit shall commence as of the
first of the month coincident with or next following the Participant's Early
Retirement Date or, if the Participant elects, as of the first day of any
subsequent month, but not later than the Normal Retirement Date. Any such
election of a deferred commencement date may be revoked at any time prior to
such date and a new date may be elected by giving advance written notice to the
Administrator in accordance with rules prescribed by the Administrator.

3.2.2  Amount of Early Retirement Benefit: Subject to Section 3.2.3, a
Participant's monthly Early Retirement Benefit shall be equal to an amount
determined pursuant to Section 3.1.2 as in effect on the date the Participant's
Years of Credited Service terminate, based on the Participant's Years of
Credited Service as of such date.

3.2.3  Early Retirement Reduction Factor: If a Participant's Early
Retirement Benefit commences prior to the Participant's Normal Retirement Date,
the Participant's Early

11

Retirement Benefit computed pursuant to Section 3.2.2 shall be reduced in
accordance with the applicable Supplement.

3.3  Deferred Retirement Benefits
----------------------------

3.3.1  Deferred Retirement: A Participant who retires after the Normal
Retirement Date shall be entitled to receive a Normal Retirement Benefit
determined under Section 3.1.2 commencing as of the first day of the month
coinciding with or next following the date the Participant actually retires.
Each Participant shall accrue additional benefits hereunder after the
Participant's Normal Retirement Date with respect to the portion of the Normal
Retirement Benefit which is attributable to contributions by the Company.

3.3.2  Distribution Requirements: Except as hereinafter provided,
unless the Participant elects otherwise in accordance with the terms of the
Plan, payment of a Participant's retirement benefits will begin no later than 60
days after the close of the Plan Year in which the latest of the following
events occurs:

(a)    the Participant's 65th birthday;

(b)    the 10th anniversary of the year in which the Participant
commenced participation in the Plan; and

(c)    the Participant terminates employment with the Company and all
Affiliates.

If the amount of the payment required to commence on the date
determined under this Section 3.3.2 cannot be ascertained by such date, or if it
is not possible to make such payment on such date because the Administrator
cannot locate the Participant after making reasonable efforts to do so, a
payment retroactive to such date may be made no later than 60 days after the
earliest date on which the amount of such payment can be ascertained under this
Plan or the date the Participant is located.

Notwithstanding any other provision of this Plan:

(i)    the accrued benefit of a Participant who attains age 70-1/2 on
or after January 1, 2000 must be distributed or commence to be
distributed no later than the April 1 following the later of
(1) the calendar year in which the Participant attains age
70-1/2 or (2) the calendar year in which the Participant
retires (unless the Participant is a 5% owner, as defined in
Code Section 416, of the Company with respect to the Plan Year
in which the Participant attains age 70-1/2, in which case this
Subsection (2) shall not apply); and

(ii)   the accrued benefit of a Participant who attains age 70-1/2
prior to January 1, 2000 must be distributed or commence to be
distributed no later than the April 1 following the calendar
year in which the Participant

12

attains age 70-1/2 unless the Participant is not a 5% owner (as
defined in Subsection (i)) and elects to defer distribution to
the calendar year in which the Participant retires.

All Plan distributions will comply with Code Section 401(a)(9),
including Department of Treasury Regulation Section 1.401(a)(9)-2.

3.4  Suspension of Benefits
----------------------

3.4.1  Prior to Normal Retirement Date: If a Participant receives
retirement benefits under the Plan following a termination of employment prior
to the Participant's Normal Retirement Date and again becomes an Employee prior
to Normal Retirement Date, no retirement benefits shall be paid during such
later period of employment and up to Normal Retirement Date. Any benefits
payable under the Plan to or on behalf of the Participant at the time of the
Participant's subsequent termination of employment shall be reduced by the
Actuarial Equivalent of any benefits paid to the Participant after the
Participant's earlier termination and prior to the Participant's Normal
Retirement Date.

3.4.2  After Normal Retirement Date: If (a) a Participant whose
employment terminates again becomes an Employee after the Participant's Normal
Retirement Date, or again becomes an Employee prior to the Participant's Normal
Retirement Date and continues in employment beyond the Participant's Normal
Retirement Date, or (b) a Participant continues in employment with the Company
and Affiliates after the Participant's Normal Retirement Date without a prior
termination, the following provisions of this Section 3.4.2 shall apply to the
Participant as of the Participant's Normal Retirement Date or, if later, the
Participant's date of reemployment.

(i)    For purposes of this Section 3.4.2, the following definitions
shall apply:

(1)  Postretirement Date Service means each calendar month
---------------------------
after a Participant's Normal Retirement Date and
subsequent to the time that:

(A)  payment of retirement benefits commenced to the
Participant if the Participant returned to employment
with the Company and Affiliates, or

(B)  payment of retirement benefits would have commenced
to the Participant if the Participant had not
remained in employment with the Company and
Affiliates,

if in either case the Participant receives pay from the
Company and Affiliates for any Hours of Service performed
on each of 8 or more days (or separate work shifts) in
such calendar month.

13

(2)  Suspendable Amount means the monthly retirement benefits
------------------
otherwise payable in a calendar month in which the
Participant is engaged in Postretirement Date Service.

(ii)   Payment shall be permanently withheld on a portion of a
Participant's retirement benefits, not in excess of the
Suspendable Amount, for each calendar month during which the
Participant is employed in Postretirement Date Service.

(iii)  If payments have been suspended pursuant to Subsection (ii)
above, such payments shall resume no later than the first day
of the third calendar month after the calendar month in which
the Participant ceases to be employed in Postretirement Date
Service; provided, however, that no payments shall resume until
the Participant has complied with the requirements set forth in
Subsection (vi) below. The initial payment upon resumption
shall include the payment scheduled to occur in the calendar
month when payments resume and any amounts withheld during the
period between the cessation of Postretirement Date Service and
the resumption of payment, less any amounts that are subject to
offset pursuant to Subsection (iv) below.

(iv)   Retirement benefits made subsequent to Postretirement Date
Service shall be reduced by (1) the Actuarial Equivalent of any
benefits paid to the Participant prior to the time the
Participant is reemployed after the Participant's Normal
Retirement Date; and (2) the amount of any payments previously
made during those calendar months in which the Participant was
engaged in Postretirement Date Service; provided, however, that
such reduction under Subsection (2) shall not exceed, in any
one month, 25% percent of that month's total retirement
benefits (excluding amounts described in Subsection (ii) above)
that would have been due but for the offset.

(v)    Any Participant whose retirement benefits are suspended
pursuant to Subsection (ii) of this Section 3.4.2 shall be
notified (by personal delivery or certified or registered mail)
during the first calendar month in which payments are withheld
that the Participant's retirement benefits are suspended. Such
notification shall include:

(1)  a description of the specific reasons for the suspension
of payments;

(2)  a general description of the Plan provisions relating to
the suspension;

(3)  a copy of the provisions;

14

(4)  a statement to the effect that applicable Department of
Labor Regulations may be found at Section 2530.203-3 of
Title 29 of the Code of Federal Regulations;

(5)  the procedure for appealing the suspension, which
procedure shall be governed by Section 12.11; and

(6)  the procedure for filing a benefits resumption
notification pursuant to Subsection (vi) below.

If payments subsequent to the suspension are to be reduced by
an offset pursuant to Subsection (iv) above, the notification
shall specifically identify the periods of employment for which
the amounts to be offset were paid, the Suspendable Amounts
subject to offset, and the manner in which the Plan intends to
offset such Suspendable Amounts.

(vi)   Payments shall not resume as set forth in Subsection (iii)
above until a Participant performing Postretirement Date
Service notifies the Administrator in writing of the cessation
of such Service and supplies the Administrator with such proof
of the cessation as the Administrator may reasonably require.

(vii)  A Participant may request, pursuant to the procedure contained
in Section 12.11, a determination whether specific contemplated
employment will constitute Postretirement Date Service.

3.5  Benefit Limitations
-------------------

3.5.1  Limitation on Accrued Benefit: Notwithstanding any other
provision of the Plan, the annual benefit payable under the Plan to a
Participant, when expressed as a monthly benefit commencing at the Participant's
Social Security Retirement Age (as defined in Code Section 415(b)(8)), shall not
exceed the lesser of (a) $7,500 or (b) the highest average of the Participant's
monthly compensation for 3 consecutive calendar years, subject to the following:

(i)    The maximum shall apply to the Individual Life Annuity and to
that portion of the 100% (or 50%, as applicable) Joint and
Survivor's Annuity payable to the Participant during his
lifetime.

(ii)   If a Participant has fewer than 10 years of participation in
the Plan, the maximum dollar limitation of Subsection (a) above
shall be multiplied by a fraction of which the numerator is the
Participant's actual years of participation in the Plan
(computed to fractional parts of a year) and the denominator is
10. If a Participant has fewer than 10 Years of Vesting
Service, the maximum compensation limitation in Subsection (b)
above shall be multiplied by a fraction of which the numerator
is the Years of Vesting Service (computed to fractional parts
of a year) and the denominator is 10. Provided, however, that
in no event shall such dollar or

15

compensation limitation, as applicable, be less than 1/10th of
such limitation determined without regard to any adjustment
under this Subsection (ii).

(iii)  As of January 1 of each year, 1/12th of the dollar
limitation as determined by the Commissioner of Internal
Revenue for that calendar year to reflect increases in the
cost of living shall become effective as the maximum
dollar limitation in Subsection (a) above for the Plan
Year ending within that calendar year for Participants
terminating in or after such Plan Year.

(iv)   The dollar limitation under Subsection (a) above shall be
modified as follows to reflect commencement of retirement
benefits on a date other than the Participant's Social
Security Retirement Age:

(1)  If the Participant's Social Security Retirement Age is 65,
the dollar limitation for benefits commencing on or after
age 62 is determined by reducing the dollar limitation
under Subsection (a) above by 5/9ths of 1% for each month
by which benefits commence before the month in which the
Participant attains age 65;

(2)  If the Participant's Social Security Retirement Age is
greater than 65, the dollar limitation for benefits
commencing on or after age 62 is determined by reducing
the dollar limitation under Subsection (a) above by 5/9ths
of 1% for each of the first 36 months and by 5/12ths of 1%
for each of the additional months by which benefits
commence before the month in which the Participant attains
Social Security Retirement Age;

(3)  If the Participant's benefit commences prior to age 62,
the dollar limitation shall be the actuarial equivalent of
Subsection (a) above, payable at age 62, as determined
above, reduced for each month by which benefits commence
before the month in which the Participant attains age 62.
Actuarial equivalence shall be determined using the
greater of the interest rate assumption under the Plan for
determining early retirement benefits or 5% per year. The
mortality basis for determining Actuarial Equivalence for
terminations prior to January 1, 1995 shall be the 1983
Group Annuity Mortality Table (weighted 50% male and 50%
female);

(4)  In the case of a Participant whose retirement benefit
commences after Social Security Retirement Age, the dollar
limitation shall be the actuarial equivalent of Subsection
(a) above payable at Social Security Retirement Age, using
the lesser of the interest rate assumption under the Plan
or 5% per year. The mortality basis for determining
Actuarial Equivalence for terminations prior to January 1,
1995 shall be the 1983 Group Annuity Mortality Table
(weighted 50% male and 50% female).

16

(v)    Notwithstanding the foregoing, the maximum as applied to any
FMC Participant on April 1, 1987 shall in no event be less than
the FMC Participant's "current accrued benefit" under the FMC
Plan as of March 31, 1987, as that term is defined in Section
1106 of the Tax Reform Act of 1986.

(vi)   The maximum shall apply to the benefits payable to a
Participant under the Plan and all other tax-qualified defined
benefit plans of the Company and Affiliates (whether or not
terminated), and benefits shall be reduced, if necessary, in
the reverse of the chronological order of participation in such
plans.

3.5.2  Multiple Plan Reduction: With respect to a FMC Participant who
did not have 1 Hour of Service after December 31, 1999 and who is (or has been)
a participant in any defined contribution plan (whether or not terminated)
maintained by FMC, the Company or an Affiliate, the sum of the FMC Participant's
defined benefit plan fraction (as defined under Code Section 415(e)(2)) and
defined contribution plan fraction (as defined under Code Section 415(e)(3))
shall not exceed 1. If such sum exceeds 1, the FMC Participant's defined benefit
plan fraction shall be reduced until such sum equal 1.

3.6  FMC Participants' Benefits
--------------------------

The Normal Retirement Benefit, Early Retirement Benefit Termination
Benefit, and Disability Retirement Benefit for each FMC Participant who is not
an Employee and who does not complete an Hour of Service on or after May 1, 2001
shall, notwithstanding the provisions of Sections 3.1, 3.2, 3.3, 4.2 or 5.2
hereof, equal the accrued benefit of such FMC Participant as transferred from
the FMC Plan in the FTI Spinoff.

17

ARTICLE IV

Termination Benefits
--------------------

4.1  Termination of Service
----------------------

Except as provided in the applicable Supplement, a Participant who has
5 Years of Vesting Service but who ceases to be an Employee before the
Participant's Early Retirement Date for any reason other than death shall be
entitled to receive a "Termination Benefit" determined under Section 4.2. Except
as provided in the applicable Supplement, payment of such benefit shall commence
as of the first day of the month coincident with or next following the
Participant's Normal Retirement Date, unless the Participant elects to defer
commencement subject to Section 3.3.2. Except as provided in the applicable
Supplement, if the Participant satisfies the age requirement for an Early
Retirement Benefit, the Participant may elect payment of the Actuarial
Equivalent of the Participant's Termination Benefit to commence as of the first
day of any month before such Normal Retirement Date and coincident with or
following the Participant's Early Retirement Date. Any such election of the
earlier Annuity Starting Date shall be made by giving advance written notice to
the Administrator in accordance with rules prescribed by the Administrator.
Except as provided in Article V and Article VII, no benefits shall be payable to
any person if the Participant dies prior to the Annuity Starting Date. A
terminated Participant who has no vested interest in the Participant's accrued
benefit shall be deemed to have received a distribution of the Participant's
entire vested benefit. The Committee or its delegatee may, in its discretion,
fully vest a Participant in the Participant's accrued benefit in the event the
Participant's employment with the Company is affected by a transaction
undertaken by the Company.

4.2  Amount of Termination Benefit
-----------------------------

Except as provided in the applicable Supplement or Section 3.6, a
Participant's monthly Termination Benefit shall be determined pursuant to
Section 3.1.2 as in effect on the date his Years of Vesting Service terminate
based on the Participant's Years of Vesting Service as of such date. Except as
provided in the applicable Supplement, if payment of the Participant's
Termination Benefit commences before the Normal Retirement Date, the amount of
the monthly benefit shall be reduced to an Actuarial Equivalent to reflect such
earlier commencement.

18

ARTICLE V

Disability Retirement Benefits
------------------------------

5.1  Disability Retirement
---------------------

To the extent provided in the applicable Supplement, a Participant who
is an Employee and who satisfies the requirements for Disability Retirement in
the applicable Supplement shall be entitled to receive a Disability Retirement
Benefit determined under Section 5.2. If a Participant's Total and Permanent
Disability ceases, the payment of the Participant's Disability Retirement
Benefit shall cease.

5.2  Amount of Disability Retirement Benefit
---------------------------------------

A Participant's Disability Retirement Benefit shall be determined
pursuant to the applicable Supplement as in effect on the date the Participant's
Years of Credited Service terminate.

19

ARTICLE VI

Payment of Retirement Benefits
------------------------------

6.1  Normal Form of Benefit
----------------------

Except as otherwise provided in the applicable Supplement, a
Participant's benefit shall be paid in the form of a 100% Joint and Survivor's
Annuity, with the Participant's spouse as joint annuitant if the Participant is
married on the Annuity Starting Date, and in the form of an Individual Life
Annuity if the Participant is not married on the Annuity Starting Date, unless
the Participant elects not to receive payments pursuant to this Section 6.1 and
to receive payments in one of the optional forms permitted under Section 6.2. An
election not to receive the normal form of benefit and to receive payment in an
optional form shall satisfy the applicable requirements of Section 6.3.

6.2  Optional Forms of Benefit
-------------------------

Except as otherwise provided in the applicable Supplement, a married
Participant may elect, with spousal consent and in accordance with Section 6.3,
to receive the Participant's benefits in the form of an Individual Life Annuity.

6.3  Election of Benefits
--------------------

6.3.1  The Administrator shall provide each Participant with a written
notice containing the following information:

(a)    a general description of the normal form of benefit payable
under the Plan;

(b)    the Participant's right to make and the effect of an election
to waive the normal form of benefit;

(c)    the right of the Participant's spouse not to consent to the
Participant's election under Section 6.1;

(d)    the right of Participant to revoke such election, and the
effect of such revocation;

(e)    the optional forms of benefits available under the Plan; and

(f)    the Participant's right to request in writing information on
the particular financial effect of an election by the
Participant to receive an optional form of benefit in lieu of
the normal form of benefit.

6.3.2  The notice under Section 6.3.1 shall be provided to the
Participant at each of the following times as shall be applicable to him:

20

(a)    not more than 90 days and not less than 30 days after a
Participant who is in the employ of the Company or an Affiliate
gives notice of the Participant's intention to terminate
employment and commence receipt of the Participant's retirement
benefits under the Plan; or

(b)    not more than 90 days and not less than 30 days prior to the
attainment of age 65 of a Participant (whether or not the
Participant has terminated employment) who has not previously
commenced receiving retirement benefits.

The election period in Section 6.3.3 for a Participant who requests
additional information during the election period will be extended until 90 days
after the additional information is mailed or personally delivered. Any such
request shall be made only within 90 days after the date the information
described in Section 6.3.1 is given to the Participant, and the Administrator
shall not be obligated to comply with more than one such request. Any
information provided pursuant to this Section 6.3.2 will be given to the
Participant within 30 days after the date of the Participant's request and will
be based upon the estimated benefits to which the Participant will be entitled
as of the later of the first day on which such benefits could commence or the
last day of the Plan Year in which the Participant's request is received. If a
Participant files an election (or revokes an election) pursuant to this Section
6.3 less than 60 days prior to the Annuity Starting Date, such Participant's
initial payments may be delayed for administrative reasons. In such event, the
payments shall begin as soon as practicable and shall be made retroactively to
such date.

6.3.3  A Participant may make the election provided in Section 6.1 by
filing the prescribed form with the Administrator at any time during the
election period. The election period shall begin 90 days prior to the
Participant's Annuity Starting Date. Such election shall be subject to the
written consent of the Participant's spouse, acknowledging the effect of the
election and witnessed by a Plan representative or a notary public. Such spousal
consent shall not be required if the Participant establishes to the satisfaction
of the Administrator that the consent of the spouse may not be obtained because
there is no spouse or the spouse cannot be located. A spouse's consent shall be
irrevocable. The election in Section 6.1 may be revoked or changed at any time
during the election period but shall be irrevocable thereafter.

6.3.4  Notwithstanding Section 6.3.3:

(a)    distribution of benefits may commence less than 30 days after
the notice required pursuant to Section 6.3.1 is provided if:

(i)  the Participant elects to waive the requirement that
notice be given at least 30 days prior to the Annuity
Starting Date; and

(ii) the distribution commences more than 7 days after such
notice is provided.

21

(b)    The notice described in Section 6.3.1 may be provided after the
Annuity Starting Date, in which case the applicable election
period shall not end before the 30th day after the date on
which such notice is provided, unless the Participant elects to
waive the 30-day notice requirements pursuant to Subsection (a)
above.

6.4  FMC Participants in Pay Status
------------------------------

Notwithstanding any provision in the Plan to the contrary, each FMC
Participant who had elected to receive and/or was receiving their normal
retirement benefit, early retirement benefit, deferred retirement benefit,
disability retirement benefit or termination benefit under the FMC Plan prior to
the Effective Date shall on and after the Effective Date continue to receive
such benefits in the same form, and in the same amount as such FMC Participant
and/or, as applicable, FMC Joint Annuitant, was receiving or would have received
under the FMC Plan prior to the Effective Date as if such benefits were paid by
the FMC Plan. In addition, each FMC Beneficiary who was receiving benefits under
the FMC Plan on behalf of an FMC Participant prior to the Effective Date shall
continue to receive such benefits from this Plan after the Effective Date in the
same form and in the same amount as if such benefits were paid by the FMC Plan.

22

ARTICLE VII

Survivor's Benefits
-------------------

7.1  Surviving Spouse's Benefit
--------------------------

If a Participant who has 5 or more Years of Vesting Service dies
before the Annuity Starting Date and leaves a surviving spouse to whom the
Participant has been married for at least 12 months, the Participant's surviving
spouse shall be entitled to receive a survivor's benefit for life. Except as
otherwise provided in the applicable Supplement, the amount of such survivor's
benefit shall be determined pursuant to Section 4.2 based upon the Participant's
age and Years of Credited Service on the date of the Participant's death and
paid in the form of a 50% Joint and Survivor's Annuity as if the Participant had
died on the day before such benefits commence. Except as otherwise provided in
the applicable Supplement, payment of the survivor's benefit shall commence on
the first day of the month coincident with or next following the later of the
first date the Participant could have commenced an Early Retirement Benefit or
the Participant's death, unless the Participant's spouse elects to commence
payment of benefits as of the first day of any subsequent month, but not later
than the Participant's Normal Retirement Date.

7.2  Certain Former Employees
------------------------

FMC Participants who have 10 Years of Vesting Service but who have not
been credited with an Hour of Service on or after August 23, 1984 and are not
receiving benefits on that date shall be entitled to elect survivor's benefits
only as follows:

(a)    if the FMC Participant is credited with an hour of service
under the FMC Plan or a predecessor plan on or after September
2, 1974, but is not otherwise credited with an hour of service
under the FMC Plan or this Plan in a Plan Year beginning on or
after January 1, 1976, the Participant shall be afforded an
opportunity to elect payment of benefits in the form of a 100%
Joint and Survivor's Annuity; or

(b)    if the Participant is credited with an Hour of Service under
this Plan, the FMC Plan, or a predecessor plan in a Plan Year
beginning after December 31, 1975, the Participant shall be
afforded the opportunity to elect a Surviving Spouse's Benefit
under Section 7.1.

23

ARTICLE VIII

Fiduciaries
-----------

8.1  Named Fiduciaries
-----------------

8.1.1  The Company is the Plan sponsor and a "named fiduciary" with
respect to control over and management of the Plan's assets only to the extent
that it (a) shall appoint the members of the Committee which administers the
Plan at the Administrator's direction; (b) shall delegate its authorities and
duties as "plan administrator," as defined under ERISA, to the Committee; and
(c) shall continually monitor the performance of the Committee.

8.1.2  The Company, as Administrator, and the Committee, which
administers the Plan at the Administrator's direction, are "named fiduciaries"
of the Plan, as that term is defined in ERISA Section 402(a)(2), with authority
to control and manage the operation and administration of the Plan. The
Administrator is also the "administrator" and "plan administrator" of the Plan,
as those terms are defined in ERISA Section 3(16)(A) and Code Section 414(g),
respectively.

8.1.3  The Trustee is a "named fiduciary" of the Plan, as that term is
defined in ERISA Section 402(a)(2), with authority to manage and control all
Trust assets, except to the extent that authority is delegated to an Investment
Manager or to the extent the Administrator or the Committee directs the
allocation of Trust assets among general investment categories.

8.1.4  The Company, the Administrator, and the Trustee are the only
named fiduciaries of the Plan.

8.2  Employment of Advisers
----------------------

A named fiduciary, and any fiduciary appointed by a named fiduciary,
may employ one or more persons to render advice regarding any of the named
fiduciary's or fiduciary's responsibilities under the Plan.

8.3  Multiple Fiduciary Capacities
-----------------------------

Any named fiduciary and any other fiduciary may serve in more than one
fiduciary capacity with respect to the Plan.

8.4  Payment of Expenses
-------------------

All Plan expenses, including expenses of the Administrator, the
Committee, the Trustee, any Investment Manager and any insurance company, will
be paid by the Trust Fund, unless a Participating Employer elects to pay some or
all of those expenses.

24

8.5  Indemnification
---------------

To the extent not prohibited by state or federal law, each
Participating Employer agrees to, and will indemnify and save harmless the
Administrator, any past, present, additional or replacement member of the
Committee, and any other employee, officer or director of that Participating
Employer, from all claims for liability, loss, damage (including payment of
expenses to defend against any such claim) fees, fines, taxes, interest,
penalties and expenses which result from any exercise or failure to exercise any
responsibilities with respect to the Plan, other than willful misconduct or
willful failure to act.

25

ARTICLE IX

Plan Administration
-------------------

9.1  Powers, Duties and Responsibilities of the Administrator and the Committee
--------------------------------------------------------------------------

9.1.1  The Administrator and the Committee have full discretion and
power to construe the Plan and to determine all questions of fact or
interpretation that may arise under it. Interpretation of the Plan or
determination of questions of fact regarding the Plan by the Administrator or
the Committee will be conclusively binding on all persons interested in the
Plan.

9.1.2  The Administrator and the Committee have the power to
promulgate such rules and procedures, to maintain or cause to be maintained such
records, and to issue such forms as it deems necessary or proper to administer
the Plan.

9.1.3  Subject to the terms of the Plan, the Administrator and/or the
Committee will determine the time and manner in which all elections authorized
by the Plan must be made or revoked.

9.1.4  The Administrator and the Committee have all the rights,
powers, duties and obligations granted or imposed upon them elsewhere in the
Plan.

9.1.5  The Administrator and the Committee have the power to do all
other acts in the judgment of the Administrator or the Committee necessary or
desirable for the proper and advantageous administration of the Plan.

9.1.6  The Administrator and the Committee will exercise all
responsibilities in a uniform and nondiscriminatory manner.

9.2  Delegation of Administration Responsibilities
---------------------------------------------

The Administrator and the Committee may designate by written
instrument one or more actuaries, accountants or consultants as fiduciaries to
carry out, where appropriate, the administrative responsibilities, including
their fiduciary duties. The Committee may from time to time allocate or delegate
to any subcommittee, member of the Committee and others, not necessarily
employees of the Company, any of its duties relative to compliance with ERISA,
administration of the Plan and related matters, including involving the exercise
of discretion. The Company's duties and responsibilities under the Plan shall be
carried out by its directors, officers and employees, acting on behalf of and in
the name of the Company in their capacities as directors, officers and
employees, and not as individual fiduciaries. No director, officer nor employee
of the Company shall be a fiduciary with respect to the Plan unless he or she is
specifically so designated and expressly accepts such designation.

26

9.3  Committee Members
-----------------

The Committee shall consist of not less than 3 people, who need not be
directors, and shall be appointed by the Chief Executive Officer of the Company.
Any Committee member may resign and the Chief Executive Officer may remove any
Committee member, with or without cause, at any time. A majority of the members
of the Committee shall constitute a quorum for the transaction of business and
the act of a majority of the Committee members at a meeting at which a quorum is
present shall be the act of the Committee. The Committee can act by written
consent signed by all of its members. Any members of the Committee who are
Employees shall not receive compensation for their services for the Committee.
No Committee member shall be entitled to act on or decide any matter relating
solely to his or her status as a Participant.

27

ARTICLE X

Funding of the Plan
-------------------

10.1 Appointment of Trustee
----------------------

The Committee or its authorized delegatee will appoint the Trustee and
either may remove it. The Trustee accepts its appointment by executing the Trust
Agreement. A Trustee will be subject to direction by the Committee or its
authorized delegatee or, to the extent specified by the Company, by an
Investment Manager, and will have the degree of discretion to manage and control
Plan assets specified in the Trust Agreement. Neither the Company nor any other
Plan fiduciary will be liable for any act or omission to act of a Trustee, as to
duties delegated to the Trustee.

10.2 Actuarial Cost Method
---------------------

The Committee or its authorized delegatee shall determine the
actuarial cost method to be used in determining costs and liabilities under the
Plan pursuant to Section 301 et seq., of ERISA and Section 412 of the Code. The
Committee or its authorized delegatee shall review such actuarial cost method
from time to time, and if it determines from review that such method is no
longer appropriate, then it shall petition the Secretary of the Treasury for
approval of a change of actuarial cost method.

10.3 Cost of the Plan
----------------

Annually the Committee or its authorized delegatee shall determine the
normal cost of the Plan for the Plan Year and the amount (if any) of the
unfunded past service cost on the basis of the actuarial cost method established
for the Plan using actuarial assumptions which, in the aggregate, are
reasonable. The Committee or its authorized delegatee shall also determine the
contributions required to be made for each Plan Year by the Participating
Employers in order to satisfy the minimum funding standard (or alternative
minimum funding standard) for such Plan Year determined pursuant to Sections 302
through 305 of ERISA and Section 412 of the Code.

10.4 Funding Policy
--------------

The Participating Employers shall cause contributions to be made to
the Plan for each Plan Year in the amount necessary to satisfy the minimum
funding standard (or alternative minimum funding standard) for such Plan Year;
provided, however, that this obligation shall cease when the Plan is terminated.
In the case of a partial termination of the Plan, this obligation shall cease
with respect to those Participants, Joint Annuitants and Beneficiaries who are
affected by such partial termination. Each contribution is conditioned upon its
deductibility under Section 404 of the Code and shall be returned to the
Participating Employers within one year after the disallowance of the deduction
(to the extent disallowed). Upon the Company's written request, a contribution
that was made by a mistake of fact shall be returned to the Participating
Employer within one year after the payment of the contribution.

28

10.5 Cash Needs of the Plan
----------------------

The Committee or its authorized delegatee from time to time shall
estimate the benefits and administrative expenses to be paid out of the Plan
during the period for which the estimate is made and shall also estimate the
contributions to be made to the Plan during such period by the Participating
Employers. The Committee or its authorized delegatee shall inform the Trustees
of the estimated cash needs of and contributions to the Plan during the period
for which such estimates are made. Such estimates shall be made on an annual,
quarterly, monthly or other basis, as the Committee shall determine.

10.6 Public Accountant
-----------------

The Committee or its authorized delegatee shall engage an independent
qualified public accountant to conduct such examinations and to render such
opinions as may be required by Section 103(a)(3) of ERISA. The Committee or its
authorized delegatee in its discretion may remove and discharge the person so
engaged, but in such case it shall engage a successor independent qualified
public accountant to perform such examinations and to render such opinions.

10.7 Enrolled Actuary
----------------

The Committee or its authorized delegatee shall engage an enrolled
actuary to prepare the actuarial statement described in Section 103(d) of ERISA
and to render the opinion described in Section 103(a)(4) of ERISA. The Committee
or its authorized delegatee in its discretion may remove and discharge the
person so engaged, but in such event it shall engage a successor enrolled
actuary to perform such examination and render such opinion.

10.8 Basis of Payments to the Plan
-----------------------------

All contributions to the Plan shall be made by the Participating
Employers and no contributions shall be required of or permitted by
Participants. From time to time the Participating Employers shall make such
contributions to the Plan as the Company determines to be necessary or desirable
in order to fund the benefits provided by the Plan and any expenses thereof
which are paid out of the Trust Fund and in order to carry out the obligations
of the Participating Employers set forth in Section 10.3. All contributions to
the Plan shall be held by the Trustee in accordance with the Trust Agreement.

10.9 Basis of Payments from the Plan
-------------------------------

All benefits payable under the Plan shall be paid by the Trustee out
of the Trust Fund pursuant to the directions of the Committee or its authorized
delegatee and the terms of the Trust Agreement. The Trustee shall pay all proper
expenses of the Plan and the Trust Fund out of the Trust Fund, except to the
extent paid by the Participating Employers.

29

ARTICLE XI

Plan Amendment or Termination
-----------------------------

11.1 Plan Amendment or Termination
-----------------------------

The Company may, subject to any applicable Collective Bargaining
Agreement, amend, modify or terminate the Plan at any time by resolution of the
Board or by resolution of or other action recorded in the minutes of the
Administrator or Committee. Execution and delivery by the Administrator or the
Committee or by the Chairman of the Board, the President, or any Vice President
of the Company of an amendment to the Plan is conclusive evidence of the
amendment, modification or termination. The Committee in any event shall have
the authority to amend the Plan at any time to the extent that such amendments
are required in order to obtain a favorable determination letter from the
Internal Revenue Service regarding the Plan's qualification under the Code or to
conform the Plan to such regulations and rulings as may be issued by the
Internal Revenue Service or the United States Department of Labor.

11.2 Limitations on Plan Amendment
-----------------------------

No Plan amendment can:

(a)  authorize any part of the Trust Fund to be used for, or diverted
to, purposes other than the exclusive benefit of Participants or
their Beneficiaries;

(b)  decrease the accrued benefits of any Participant or his or her
Beneficiary under the Plan; or

(c)  except to the extent permitted by law, eliminate or reduce an
early retirement benefit or retirement-type subsidy (as defined
in Code Section 411) or an optional form of benefit with respect
to service prior to the date the amendment is adopted or
effective, whichever is later.

11.3 Effect of Plan Termination
--------------------------

Upon termination of the Plan, each Participant's rights to benefits
accrued hereunder shall be vested and nonforfeitable, and the Trust shall
continue until the Trust Fund has been distributed as provided in Section 11.4.
Any other provision hereof notwithstanding, the Participating Employers shall
have no obligation to continue making contributions to the Plan after
termination of the Plan. Except as otherwise provided in ERISA, neither the
Participating Employers nor any other person shall have any liability or
obligation to provide benefits hereunder after such termination in excess of the
value of the Trust Fund. Upon such termination, Participants and Beneficiaries
shall obtain benefits solely from the Trust Fund. Upon partial termination of
the Plan, this Section 11.3 shall apply only with respect to such Participants
and Beneficiaries as are affected by such partial termination.

30

11.4 Allocation of Trust Fund on Termination
---------------------------------------

On termination of the Plan, the Trust Fund shall be allocated by the
Administrator on an actuarial basis among Participants and Beneficiaries in the
manner prescribed by Section 4044 of ERISA. Any residual assets of the Trust
Fund remaining after such allocation shall be distributed to the Company if (a)
all liabilities of the Plan to Participants and Beneficiaries have been
satisfied and (b) such a distribution does not contravene any provision of law.
The foregoing notwithstanding, if any remaining assets of the Plan are
attributable to Employee Contributions, such assets shall be equitably
distributed to the Participants who made such contributions (or to their
Beneficiaries) in accordance with their rate of contribution. Effective January
1, 1989, the benefit of any highly compensated employee or former employee
(determined in accordance with section 414(g) of the Code and regulations
thereunder) shall be limited to a benefit that is nondiscriminatory under
section 401(a)(4) of the Code. In the event of a partial termination of the
Plan, the Administrator shall arrange for the division of the Trust Fund, on a
nondiscriminatory basis to the extent required by section 401 of the Code, into
the portion attributable to those Participants and Beneficiaries who are not
affected by such partial termination and the portion attributable to such
persons who are so affected. The portion of the Trust Fund attributable to
persons who are so affected shall be allocated in the manner prescribed by
section 4044 of ERISA.

31

ARTICLE XII

Miscellaneous Provisions
------------------------

12.1 Subsequent Changes
------------------

All benefits to which any Participant may be entitled hereunder shall
be determined under the Plan in effect when the Participant ceases to be an
Eligible Employee (or under the FMC Plan, as of the date each FMC Participant
who is not an Employee ceased to be an eligible employee under the FMC Plan) and
shall not be affected by any subsequent change in the provisions of the Plan,
unless the Participant again becomes an Eligible Employee.

12.2 Plan Mergers
------------

The Plan shall not be merged or consolidated with any other plan, and
no assets or liabilities of the Plan shall be transferred to any other plan,
unless each Participant would receive a benefit immediately after such merger,
consolidation or transfer (if the Plan then terminated) which is equal to or
greater than the benefit such Participant would have been entitled to receive
immediately before such merger, consolidation or transfer (if the Plan had then
been terminated). A list of other plans which have been merged into the FMC Plan
or this Plan is attached hereto and made a part hereof as Exhibit A.

12.3 No Assignment of Property Rights
--------------------------------

The interest or property rights of any person in the Plan, in the
Trust Fund or in any payment to be made under the Plan shall not be assignable
nor be subject to alienation or option, either by voluntary or involuntary
assignment or by operation of law, including (without limitation) bankruptcy,
garnishment, attachment or other creditor's process, and any act in violation of
this Section 12.3 shall be void. This provision shall not apply to a "qualified
domestic relations order" defined in Code Section 414(p). The Company shall
establish a written procedure to determine the qualified status of domestic
relations orders and to administer distributions under such qualified orders.

In addition, the prohibition of this Section 12.3 will not apply to
any offset of a Participant's benefit under the Plan against an amount the
Participant is ordered or required to pay to the Plan under a judgment, order,
decree or settlement agreement that meets the requirements as set forth in this
Section 12.3. The Participant must be ordered or required to pay the Plan under
a judgment of conviction for a crime involving the Plan, under a civil judgment
(including a consent order or decree) entered by a court in an action brought in
connection with a violation (or alleged violation) of part 4 of subtitle B of
title I of ERISA, or pursuant to a settlement agreement between the Secretary of
Labor and the Participant in connection with a violation (or alleged violation)
of that part 4. This judgment, order, decree or settlement agreement must
expressly provide for the offset of all or part of the amount that must be paid
to the Plan against the Participant's benefit under the Plan. In addition, if a
Participant is entitled to receive a 100% Joint and Survivor Annuity under
Section 6.1 of the Plan or a Surviving Spouse's

32

Benefit under Section 7.1 of the Plan, and the Participant is married at the
time at which the offset is to be made, the Participant's spouse must consent to
the offset in accordance with the spousal consent requirements of Section 6.3.3
of the Plan, an election to waive the right of the spouse to the 100% Joint and
Survivor Annuity (made in accordance with Section 6.3 of the Plan) or the
Surviving Spouse's Benefit under Section 7.1 of the Plan, must be in effect, the
spouse is ordered or required in the judgment, order, decree, or settlement to
pay an amount to the Plan in connection with a violation of Part 4 of subtitle B
or ERISA Title I, or the spouse retains in the judgment, order, decree, or
settlement the right to receive the survivor annuity under the 100% Joint and
Survivor Annuity or under the Surviving Spouse's Benefit, determined in the
following manner: the Participant terminated employment on the date of the
offset, there was no offset, the Plan permitted the commencement of benefits
only on or after Normal Retirement Age, the Plan provided only the
minimum-required qualified joint and survivor annuity, and the amount of the
Surviving Spouse's Benefit under the Plan is equal to the amount of the survivor
annuity payable under the minimum-required qualified joint and survivor annuity.
For purposes of this Section 12.3 the term "minimum-required qualified joint and
survivor annuity" means a qualified joint and survivor annuity which is the
Actuarial Equivalent of the Participant's accrued benefit and under which the
survivor's annuity is 50% of the amount of the annuity which is payable during
the joint lives of the Participant and the Participant's spouse.

12.4  Beneficiary
-----------

To the extent permitted by the applicable Supplement, the Beneficiary
of a Participant shall be the person or persons so designated by such
Participant with spousal consent and in accordance with Section 6.3. A
Participant may revoke and change a designation of a Beneficiary at any time. A
designation of a Beneficiary, or any revocation and change thereof, shall be
effective only if it is made in writing in a form acceptable to the
Administrator and is received by it prior to the Participant's death.

12.5  Benefits Payable to Minors, Incompetents and Others
---------------------------------------------------

If any benefit is payable to a minor, an incompetent, or a person
otherwise under a legal disability, or to a person the Administrator reasonably
believes to be physically or mentally incapable of handling and disposing of his
or her property, whether because of his or her advanced age, illness, or other
physical or mental impairment, the Administrator has the power to apply all or
any part of the benefit directly to the care, comfort, maintenance, support,
education, or use of the person, or to pay all or any part of the benefit to the
person's parent, guardian, committee, conservator, or other legal
representative, wherever appointed, to the individual with whom the person is
living or to any other individual or entity having the care and control of the
person. The Plan, the Administrator and any other Plan fiduciary will have fully
discharged all responsibilities to the Participant or Beneficiary entitled to a
payment by making payment under the preceding sentence.

33

12.6  Employment Rights
-----------------

Nothing in the Plan shall be deemed to give any person a right to
remain in the employ of the Company and Affiliates or affect any right of the
Company or any Affiliate to terminate a person's employment with or without
cause.

12.7  Proof of Age and Marriage
-------------------------

Participants and Beneficiaries shall furnish proof of age and marital
status satisfactory to the Administrator at such time or times as it shall
prescribe. The Administrator may delay the disbursement of any benefits under
the Plan until all pertinent information with respect to age or marital status
has been furnished and then make payment retroactively.

12.8  Small Annuities
---------------

If the lump sum Actuarial Equivalent value of a retirement or
survivor's benefit is $5,000 or less, such amount shall be paid in a lump sum as
soon as administratively practicable following the Participant's retirement,
termination of employment, or death.

If a lump sum distribution is so paid and the Participant is
thereafter reemployed by the Company, the Participant shall have the option to
repay to the Plan the amount of such distribution, together with interest at the
rate of 5% per annum (or such other rate as may be prescribed pursuant to
section 411(c)(2)(C)(III) of the Code), compounded annually from the date of the
distribution to the date of repayment. If a reemployed Participant does not make
such repayment, no part of the Period of Service with respect to which the lump
sum distribution was made shall count as Years of Vesting Service or Years of
Credited Service.

12.9  Controlling Law
---------------

The Plan and all rights thereunder shall be interpreted and construed
in accordance with ERISA and, to the extent that state law is not preempted by
ERISA, the law of the State of Illinois.

12.10 Direct Rollover Option
----------------------

Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Section 12.10, a distributee
may elect, at the time and in the manner prescribed by the Administrator, to
have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.

(a)  As used in this Section 12.10, an "eligible rollover
distribution" means any distribution of all or any portion of the
balance to the credit of the distributee, except that an eligible
rollover distribution does not include: any distribution that is
one of a series of substantially equal periodic payments (not
less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life
expectancies)

34

of the distributee and the distributee's designated beneficiary,
or for a specifiedperiod of 10 years or more; any distribution to
the extent such distribution is required under Section 401(a)(9)
of the Code; the portion of any distribution that is not
includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to
employer securities); and any other distribution(s) that is
reasonably expected to total less than $200 during a year.

(b)  As used in this Section 12.10, an "eligible retirement plan"
means an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section
401(a) of the Code, that accepts the distributee's eligible
rollover distribution. In the case of an eligible rollover
distribution to the surviving spouse, however, an eligible
retirement plan is an individual retirement account or individual
retirement annuity.

(c)  As used in this Section 12.10, a "distributee" includes an
Employee or former Employee. In addition, the Employee's or
former Employee's surviving spouse and the Employee's or former
Employee's spouse or former spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section
414(p) of the Code, are distributees with regard to the interest
of the spouse or former spouse.

(d)  As used in this Section 12.10, a "direct rollover" is a payment
by the Plan to the eligible retirement plan specified by the
distributee.

12.11 Claims Procedure
----------------

12.11.1  Any application for benefits under the Plan and all inquiries
concerning the Plan shall be submitted to the Company at such address as may be
announced to Participants from time to time. Applications for benefits shall be
in writing on the form prescribed by the Company and shall be signed by the
Participant or, in the case of a benefit payable after the death of the
Participant, by the Participant's surviving spouse or Beneficiary, as the case
may be.

12.11.2  The Company shall give written notice of its decision on any
application to the applicant within 90 days. If special circumstances require a
longer period of time the Company shall so notify the applicant within 90 days,
and give written notice of its decision to the applicant within 180 days after
receiving the application. In the event any application for benefits is denied
in whole or in part, the Company shall notify the applicant in writing of the
right to a review of the denial. Such written notice shall set forth, in a
manner calculated to be understood by the applicant, specific reasons for the
denial, specific references to the Plan provisions on which the denial is based,
a description of any information or material necessary to perfect the
application, an explanation of why such material is necessary and an explanation
of the Plan's review procedure.

35

12.11.3  The Company shall appoint a "Review Panel," which shall
consist of three or more individuals who may (but need not) be employees of the
Company. The Review Panel shall be the named fiduciary which has the authority
to act with respect to any appeal from a denial of benefits under the Plan.

12.11.4  Any person (or his authorized representative) whose
for benefits is denied in whole or in part may appeal the denial by submitting
to the Review Panel a request for a review of the application within 60 days
after receiving written notice of the denial. The Company shall give the
applicant or such representative an opportunity to review, by written request,
pertinent materials (other than legally privileged documents) in preparing such
request for review. The request for review shall be in writing and addressed as
follows: "Review Panel of the Employee Benefits Plan Committee, 200 East
Randolph Drive, Chicago, Illinois 60601." The request for review shall set forth
all of the grounds on which it is based, all facts in support of the request and
any other matters which the applicant deems pertinent. The Review Panel may
require the applicant to submit such additional facts, documents or other
material as it may deem necessary or appropriate in making its review.

12.11.5  The Review Panel shall act upon each request for review
within 60 days after receipt thereof. If special circumstances require a longer
period of time the Review Panel shall so notify the applicant within 60 days,
and give written notice of its decision to the applicant within 120 days after
receiving the request for review. The Review Panel shall give notice of its
decision to the Company and to the applicant in writing. In the event the Review
Panel confirms the denial of the application for benefits in whole or in part,
such notice shall set forth in a manner calculated to be understood by the
applicant, the specific reasons for such denial and specific references to the
Plan provisions on which the decision is based.

12.11.6  The Review Panel shall establish such rules and procedures,
consistent with ERISA and the Plan, as it may deem necessary or appropriate in
carrying out its responsibilities under this Section 12.11.

12.11.7  No legal or equitable action for benefits under the Plan
shall be brought unless and until the claimant (a) has submitted a written
application for benefits in accordance with Section 12.10.1, (b) has been
notified by the Company that the application is denied, (c) has filed a written
request for a review of the application in accordance with Section 12.10.4 and
(d) has been notified in writing that the Review Panel has affirmed the denial
of the application; provided that legal action may be brought after the Review
Panel has failed to take any action on the claim within the time prescribed in
Section 12.11.5. A claimant may not bring an action for benefits in accordance
with this Section 12.11.7 after 90 days after the Review Panel denies the
claimant's application for benefits.

12.12 Participation in the Plan by an Affiliate
-----------------------------------------

12.12.1  With the consent of the Board, any Affiliate, by appropriate
action of its board of directors, a general partner or the sole proprietor, as
the case may be, may adopt the Plan and determine the classes of its Employees
that will be Eligible Employees.

36

12.12.2  A Participating Employer will have no power with respect to
the Plan except as specifically provided herein.

12.13  Action by Participating Employers
---------------------------------

Any action required to be taken by the Company pursuant to any Plan
provisions will be evidenced in the manner set forth in Section 11.1. Any action
required to be taken by a Participating Employer will be evidenced by a
resolution of the Participating Employer's board of directors (or an authorized
committee of that board). Participating Employer action may also be evidenced by
a written instrument executed by any person or persons authorized to take the
action by the Participating Employer's board of directors, any authorized
committee of that board, or the stockholders. A copy of any written instrument
evidencing the action by the Company or Participating Employer must be delivered
to the secretary or assistant secretary of the Company or Participating
Employer.

37

ARTICLE XIII

Top Heavy Provisions
--------------------

13.1 Top Heavy Definitions
---------------------

For purposes of this Article XIII and any amendments to it, the terms
listed in this Section 13.1 have the meanings ascribed to them below.

Aggregate Account means the value of all accounts maintained on behalf
-----------------
of a Participant, whether attributable to Company or employee contributions,
determined under applicable provisions of the defined contribution plan used in
determining Top Heavy Plan status.

Aggregation Group means the group of plans in a Mandatory Aggregation
-----------------
Group, if any, that includes the Plan, unless including additional Related Plans
in the group would prevent the Plan for being a Top Heavy Plan, in which case
Aggregation Group means the group of plans in a Permissive Aggregation Group, if
any, that includes the Plan.

Compensation means compensation as defined in Code Section 415(c)(3)
------------
and Treasury regulations thereunder. For purposes of determining who is a Key
Employee, Compensation will be applied by taking into account amounts paid by
Affiliates who are not Participating Employers, as well as amounts paid by
Participating Employers, and without applying the exclusions for amounts paid by
a Participating Employer to cover an Employee's nonqualified deferred
compensation FICA tax obligations and for gross-up payments on such FICA tax
payments.

Determination Date means, for a Plan Year, the last day of the
------------------
preceding Plan Year. If the Plan is part of an Aggregation Group, the
Determination Date for each other plan will be, for any Plan Year, the
Determination Date for that other plan that falls in the same calendar year as
the Determination Date for the Plan.

Key Employee means an employee described in Code Section 416(i)(1) and
------------
the regulations promulgated thereunder. Generally, a Key Employee is an Employee
or former Employee who, at any time during the Plan Year containing the
Determination Date or any of the 4 preceding Plan Years, is:

(a)  an officer of the Company or an Affiliate with annual
Compensation greater than 50% of the amount in effect under Code
Section 415(b)(1)(A);

(b)  one of the 10 Employees of the Company and all Affiliates owning
(or considered to own within the meaning of Code Section 318) the
largest interests in any of the Company and the Affiliates, but
only if the Employee has annual Compensation greater than the
limitation in effect under Code Section 415(c)(1)(A);

(c)  a 5% owner of the Company or an Affiliate; or

38

(d)  a 1% owner of the Company or an Affiliate with annual
Compensation from the Company and all Affiliates of more than
$150,000.

Mandatory Aggregation Group means each plan (considering the Plan and
---------------------------
Related Plans) that, during the Plan Year that contains the Determination Date
or any of the 4 preceding Plan Years:

(a)  had a participant who was a Key Employee; or

(b)  was required to be considered with a plan in which a Key Employee
participated in order to enable the plan in which the Key
Employee participated to meet the requirements of Code Section
401(a)(4) or 410(b).

Non-key Employee means an Employee or former Employee who is not a Key
----------------
Employee.

Permissive Aggregation Group means the group of plans consisting of
----------------------------
the plans in a Mandatory Aggregation Group with the Plan, plus any other Related
Plan or Plans that, when considered as a part of the Aggregation Group, does not
cause the Aggregation Group to fail to satisfy the requirements of Code Section
401(a)(4) or 410(b).

Present Value of Accrued Benefits means, in the case of a defined
---------------------------------
benefit plan, a Participant's present value of accrued benefits determined as
follows:

(a)  as of the most recent "Actuarial Valuation Date," which is the
most recent valuation date within a 12-month period ending on the
Determination Date;

(b)  as if the Participant terminated service as of the actuarial
valuation date; and

(c)  the Actuarial Valuation Date must be the same date used for
computing the defined benefit plan minimum funding costs,
regardless of whether a valuation is performed that Plan Year.

Present Value means, in calculating a Participant's present value of
-------------
accrued benefits as of a Determination Date, the sum of:

(a)  the Actuarial Equivalent present value of accrued benefits;

(b)  any Plan distributions made within the Plan Year that includes
the Determination Date or within the 4 preceding Plan Years.
However, in the case of distributions made after the valuation
date and prior to the Determination Date, such distributions are
not included as distributions for top heavy purposes to the
extent that such distributions are already included in the
Participant's present value of accrued benefits as of the
valuation date. Notwithstanding anything herein to the contrary,
all

39

distributions, including distributions under a terminated plan
which if it had not been terminated would have been required to
be included in an Aggregation Group, will be counted;

(c)  any Employee Contributions, whether voluntary or mandatory.
However, amounts attributable to tax deductible Qualified
Voluntary Employee Contributions shall not be considered to be a
part of the Participant's present value of accrued benefits;

(d)  with respect to unrelated rollovers and plan-to-plan transfers
(ones which are both initiated by the Participant and made from a
plan maintained by one employer to a plan maintained by another
employer), if this Plan provides for rollovers or plan-to-plan
transfers, it shall always consider such rollover or plan-to-plan
transfer as a distribution for the purposes of this Section 13.1.
If this Plan is the plan accepting such rollovers or plan-to-plan
transfers, it shall not consider such rollovers or plan-to-plan
transfers, as part of the Participant's present value of accrued
benefits; and

(e)  with respect to related rollovers and plan-to-plan transfers
(ones either not initiated by the Participant or made to a plan
maintained by the same employer), if this Plan provides the
rollover or plan-to-plan transfer, it shall not be counted as a
distribution for purposes of this Section. If this Plan is the
plan accepting such rollover or plan-to-plan transfer, it shall
consider such rollover or plan-to-plan transfer as part of the
Participant's present value of accrued benefits, irrespective of
the date on which such rollover or plan-to-plan transfer is
accepted.

Related Plan means any other defined contribution plan (a "Related
------------
Defined Contribution Plan") or defined benefit plan (a "Related Defined Benefit
Plan") (both as defined in Code Section 415(k), maintained by the Company or an
Affiliate.

A Super Top Heavy Aggregation Group exists in any Plan Year for which,
---------------------------------
as of the Determination Date, the sum of the present value of accrued benefits
and the Aggregate Accounts of Key Employees under all plans in the Aggregation
Group exceeds 90% of the sum of the present value of accrued benefits and the
Aggregate Accounts of all employees under all plans in the Aggregation Group. In
determining the sum of the Present Value of Accrued Benefits and/or Aggregate
Accounts for all employees, the present value of accrued benefits and/or
Aggregate Accounts for any Non-key Employee who was a Key Employee for any Plan
Year preceding the Plan Year that contains the Determination Date will be
excluded.

Super Top Heavy Plan means the Plan when it is described in the second
--------------------
sentence of Section 13.2.

A Top Heavy Aggregation Group exists in any Plan Year for which, as of
---------------------------
the Determination Date, the sum of the Present Value of Accrued Benefits for Key
Employees under all plans in the Aggregation Group exceeds 60% of the sum of the
Present Value of Accrued Benefits for all employees under all plans in the
Aggregation Group. In determining the sum of

40

the Present Value of Accrued Benefits for all employees, the Present Value of
Accrued Benefits for any Non-key Employee who was a Key Employee for any Plan
Year preceding the Plan Year that contains the Determination Date will be
excluded.

Top Heavy Plan means the Plan when it is described in the
--------------
first sentence of Section 13.2.

13.2     Determination of Top Heavy Status
---------------------------------

This Plan is a Top Heavy Plan in any Plan Year in which it is
a member of a Top Heavy Aggregation Group, including a Top Heavy Aggregation
Group that includes only the Plan. The Plan is a Super Top Heavy Plan in any
Plan Year in which it is a member of a Super Top Heavy Aggregation Group,
including a Super Top Heavy Aggregation Group that includes only the Plan.

13.3     Minimum Benefit Requirement for Top Heavy Plan
----------------------------------------------

13.3.1 Minimum Accrued Benefit: The minimum accrued benefit
(expressed as an Individual Life Annuity commencing at Normal Retirement Date)
derived from Company contributions to be provided under this Section for each
Non-key Employee who is a Participant for any Plan Year in which this Plan is a
Top Heavy Plan shall equal the product of (a) 1/12th of "416 Compensation"
averaged over 5 the consecutive Plan Years (or actual number of Plan Years if
less) which produce the highest average and (b) the lesser of (i) 2% multiplied
by Years of Vesting Service or (ii) 20%.

13.3.2 For purposes of providing the minimum benefit under
Code Section 416, a Non-key Employee who is not a Participant solely because (a)
his compensation is below a stated amount or (b) he declined to make mandatory
contributions to the Plan will be considered to be a Participant.

13.3.3 For purposes of this Section 13.3, Years of Vesting
Service for any Plan Year during which the Plan was not a Top Heavy Plan shall
be disregarded.

13.3.4 For purposes of this Section 13.3, 416 Compensation for
any Plan Year during which the Plan is a Top Heavy Plan shall be disregarded.

13.3.5 For the purposes of this Section 13.3, "416
Compensation" shall mean W-2 wages for the calendar year ending with or within
the Plan Year, and shall be limited to $160,000 (as adjusted for cost-of-living
in accordance with Section 401(a)(17)(B) of the Code) in Top Heavy Plan Years.

13.3.6 If payment of the minimum accrued benefit commences at
a date other than Normal Retirement Date, or if the form of benefit is other
than on Individual Life Annuity, the minimum accrued benefit shall be the
Actuarial Equivalent of the minimum accrued benefit expressed as an Individual
Life Annuity commencing at Normal Retirement Date.

41

13.3.7 To the extent required to be nonforfeitable under
Section 13.4, the minimum accrued benefit under this Section 13.3 may not be
forfeited under Code Section 411(a)(3)(B) or Code Section 411(a)(3)(D).

13.4     Vesting Requirement for Top Heavy Plan
--------------------------------------

13.4.1 Notwithstanding any other provision of this Plan, for
any Top Heavy Plan Year, the vested portion of any Participant's accrued benefit
shall be determined on the basis of the Participant's number of Years of Vesting
Service according to the following schedule:

Years of Service           Percentage Vested
----------------           -----------------
1 - 2                         0%
3                         100%

If in any subsequent Plan Year, the Plan ceases to be a Top
Heavy Plan, the Company may, in its sole discretion, elect to continue to apply
this vesting schedule in determining the vested portion of any Participant's
accrued benefit, or revert to the vesting schedule in effect before this Plan
became a Top Heavy Plan. Any such reversion shall be treated as a Plan
amendment.

13.4.2 The computation of a Participant's nonforfeitable
percentage of the Participant's interest in the Plan shall not be reduced as the
result of any direct or indirect amendment to this Plan. In the event that this
Plan is amended to change or modify any vesting schedule, a Participant with at
least 5 Years of Service as of the expiration date of the election period may
elect to have the Participant's nonforfeitable percentage computed under the
Plan without regard to such amendment. If a Participant fails to make such
election, then such Participant shall be subject to the new vesting schedule.
The Participant's election period shall commence on the adoption date of the
amendment and shall end 60 days after the latest of

(a)  the adoption date of the amendment,

(b)  the effective date of the amendment, or

(c)  the date the Participant receives written notice of the
amendment from the Company.

42

To record the amendment and restatement of the Plan to read as set forth
herein, the Company has caused its authorized representative to execute the same
this 1/st/ day of May, 2001, to be effective May 1, 2001, except as otherwise
provided in the text herein.

FMC Technologies, Inc.

By: /s/ William H. Schumann III
----------------------------

Member, Employee Welfare Benefits
Plan Committee

43

EXHIBIT A

MERGED PLANS
------------

The following is a list of plans which have been previously merged into the FMC
Plan, the effective date of such merger and the applicable Supplement containing
the provisions of such prior plans which have been maintained in the FMC Plan
and transferred to this Plan in the FTI Spinoff for the applicable FMC
Participants. Notwithstanding any Plan provision to the contrary, the terms of
the Supplement shall control with respect to the applicable FMC Participants.
Unless otherwise defined in the Supplement, defined terms used in the Supplement
have the meanings ascribed to them elsewhere in the Plan.

--------------------------------------------------------------------------------------------------------------------
EFFECTIVE
DATE OF                 SUPPLEMENT
PLAN                                           MERGER                   NUMBER
----                                           ------                   ------

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

Jetway Systems Division Pension Plan for Hourly Employees          May 27, 1994                         1
--------------------------------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Hourly Employees - Packaging   December 31, 1998                    2
Machinery Division, Green Bay, WI
--------------------------------------------------------------------------------------------------------------------
Smith Meter, Inc., Erie Plant Industrial Pension Plan              December 31, 1998                    3
--------------------------------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan - Food Processing Machinery        December 31, 1998                    4
Division, Hoopeston
--------------------------------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for San Jose Commercial Segment    December 31, 1998                    5
- Airline Equipment Division
--------------------------------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for San Jose Commercial Signal -   December 31, 1998                    6
Food Processing Machinery Division
--------------------------------------------------------------------------------------------------------------------

44

SUPPLEMENT 1

JETWAY SYSTEMS DIVISION, OGDEN, UTAH
------------------------------------

1-1      Eligible Employees
------------------

The terms of this Supplement apply only to Eligible Employees
of the FMC Corporation Jetway Systems Division who work in Ogden, Utah and are
covered by the Collective Bargaining Agreement between the Company and the
United Steelworkers of America Local Union 6162.

1-2      Actuarial Equivalent
--------------------

Actuarial Equivalent, other than for purposes of Section 12.8
--------------------
of the Plan, shall be determined based on the UP-1983 Group Annuity Mortality
table for males set back 1 year for the Participant and 5 years for the
Beneficiary, and 8% interest compounded annually.

1-3      Average Monthly Earnings
------------------------

Average Monthly Earnings means the average for each
------------------------
Participant determined by dividing total Considered Compensation during the
Participant's 9-year Period of Service ending on his retirement or Severance
from Service Date by 108. The denominator of 108 shall be reduced to the number
of months actually worked if the Participant was not employed by the Company
during that entire 9-year period. The denominator shall also be reduced in the
case of Disability Retirement by the number of months without pay because of
Disability in the last 6 months before retirement, and in all other cases shall
be reduced by the greater of the number of months without pay (a) in excess of
3, during each absence, or (b) in excess of 12.

1-4      Considered Compensation
-----------------------

Considered Compensation means the Base Pay paid to an
-----------------------
individual by the Company and/or any Affiliate during a Plan Year while that
individual is a Participant. "Base Pay" means a Participant's regular hourly
wage and does not include bonuses, amounts paid in lieu of regular vacation,
overtime or other premium pay, deferred compensation, stock options, and other
amounts that receive special tax treatment.

The annual amount of Considered Compensation taken into
account for a Participant must not exceed $160,000 (as adjusted by the Internal
Revenue Service for cost-of-living increases in accordance with Code Section
401(a)(17)(B).)

1-5      Normal Retirement Date
----------------------

Normal Retirement Date means the first day of the month
----------------------
coinciding with or next following the Participant's 65th birthday.

45

1-6      Normal Retirement Benefit
-------------------------

A Participant's monthly Normal Retirement Benefit shall be the
greater of (a) or (b):

(a)    1.025% of Average Monthly Earnings multiplied by the
Participant's Years of Credited Service.

(b)    The product of the benefit rate provided below in
effect at the termination of the Participant's Years
of Credited Service multiplied by the Participant's
Years of Credited Service.

Termination Date                      Benefit Rate
----------------                      ------------
On or after September 1, 1998             $21.50
but before August 31, 1999

On or after September 1, 1999             $22.50

Effective October 8, 2000, each Participant's monthly Normal
Retirement Benefit accrued under the formula described above shall be calculated
and maintained as a frozen benefit ("Prior Formula Accrued Benefit"). For
periods beginning on or after October 9, 2000, a Participant's Normal Retirement
Benefit shall be equal to the greater of the prior Formula Accrued Benefit, if
any, and the product of the benefit rate of $30.00 multiplied by the
Participant's Years of Credited Service.

1-7      Early Retirement Date
---------------------

Early Retirement Date means the later of the Participant's
---------------------
55th birthday and the date the Participant acquires 15 years of Credited
Service.

1-8      Early Retirement Reduction Factor
---------------------------------

If a Participant's Early Retirement Benefit commences prior to
age 65, the Participant's Early Retirement Benefit shall be paid according to
the reduced percentage provided below.

46

-------------------------------------------------
Age Benefits             Reduced
Begin               Percentage
-------------------------------------------------
65                   00.00%
-------------------------------------------------
64                   93.00%
-------------------------------------------------
63                   86.53%
-------------------------------------------------
62                   80.60%
-------------------------------------------------
61                   75.20%
-------------------------------------------------
60                   70.33%
-------------------------------------------------
59                   66.00%
-------------------------------------------------
58                   62.20%
-------------------------------------------------
57                   58.93%
-------------------------------------------------
56                   56.20%
-------------------------------------------------
55                   54.00%
-------------------------------------------------

1-9       Disability Retirement
---------------------

A Participant who has completed 10 Years of Vesting Service
who retires due to Total and Permanent Disability shall be eligible for a
Disability Retirement Benefit.

Total and Permanent Disability means a total and permanent
------------------------------
mental or physical disability of a Participant and confirmed by medical
examination of a physician selected by the Company or the Participant, and
confirmed by medical examination of a physician selected by the other party,
whether or not such disability arose out of or during the course of employment,
of a nature preventing such Participant from engaging in any occupation for
compensation for the balance of the Participant's life.

1-10      Disability Retirement Benefit
-----------------------------

If the Participant is eligible for unreduced Social Security
benefits, the Participant's Disability Retirement Benefit shall be determined
pursuant to Section 3.1.2, without reduction for early commencement, but shall
be no less than $100 per month. If the Participant is not eligible for unreduced
Social Security benefits, the Participant's Disability Retirement Benefit shall
be determined according to the preceding sentence, then increased by $100 per
month.

1-11      Normal Form of Benefit
----------------------

A Participant's benefit shall be paid in the form of a 50%
Joint and Survivor's Annuity, with the Participant's spouse as joint annuitant
if the Participant is married on the Annuity Starting Date, and in the form of
an Individual Life Annuity if the Participant is not married on the Annuity
Starting Date, unless the Participant elects, in accordance with Section 6.3,
not to receive payment in the normal form and to receive payment in one of the
permitted optional forms.

1-12      Optional Forms of Benefit
-------------------------

47

A Participant may elect, in accordance with Section 6.3, to
receive the Participant's benefits in one of the following optional forms:

(a)      an Individual Life Annuity; or

(b)      a 50% or 100% joint and survivor annuity, with the
Participant's Beneficiary as the survivor.

1-13      Surviving Spouse's Benefit
--------------------------

The amount of the surviving spouse's benefit shall be
determined pursuant to this Supplement as if the Participant had retired on the
later of the Participant's 55th birthday or the date of the Participant's death.
Payment of the survivor's benefit shall commence on the first day of the month
next following the later of the Participant's 55th birthday or the Participant's
death, unless the Participant's spouse elects to commence payment of benefits as
of the first day of any subsequent month, but not later than the Participant's
Normal Retirement Date.

48

SUPPLEMENT 2

PACKAGING MACHINERY DIVISION, GREEN BAY, WISCONSIN
--------------------------------------------------

2-1      Eligible Employees
------------------

The terms of this Supplement apply only to individuals
participating in the FMC Corporation Retirement Plan for Hourly Employees -
Packaging Machinery Division, Green Bay, Wisconsin ("Prior Plan") on the Freeze
Date who had not yet received a full distribution of their benefit under such
Prior Plan or the FMC Plan as of the Effective Date ("Participant").

2-2      Freeze Date
-----------

Effective March 22, 1995 ("Freeze Date") the union group
covering the Participants was decertified and the Prior Plan was frozen. No new
participants entered the Prior Plan after the Freeze Date, and no benefits
accrued under the Prior Plan after the Freeze Date.

2-3      Actuarial Equivalent
--------------------

Actuarial Equivalent, other than for purposes of Section 12.8
--------------------
of the Plan, shall be determined based on the 1971 Group Annuity Table (weighted
95% male, 5% female) and 6% interest compounded annually.

2-4      Normal Retirement Date
----------------------

Normal Retirement Date means the first day of the month
----------------------
coinciding with or next following the Participant's 65th birthday.

2-5      Normal Retirement Benefit
-------------------------

A Participant's monthly Normal Retirement Benefit shall be the
Participant's monthly normal retirement benefit accrued under the Prior Plan as
of the Freeze Date.

2-6      Early Retirement Date
---------------------

Early Retirement Date means the later of the Participant's
---------------------
55th birthday and the date the Participant acquires 15 Years of Credited
Service.

2-7      Early Retirement Reduction Factor
---------------------------------

If a Participant's Early Retirement Benefit commences prior to
age 62, the Participant's Early Retirement Benefit shall be reduced by 4% for
each year between the Participant's Annuity Starting Date and the Participant's
65th birthday.

49

2-8      Surviving Spouse's Benefit
--------------------------

The amount of the surviving spouse's benefit shall be
determined pursuant to this Supplement as if the Participant had retired on the
later of the Participant's 55th birthday or the date of the Participant's death.
Payment of the survivor's benefit shall commence on the first day of the month
next following the later of the Participant's 55th birthday or the Participant's
death, unless the Participant's spouse elects to commence payment of benefits as
of the first day of any subsequent month, but not later than the Participant's
Normal Retirement Date.

2-9      Participants who were Salaried Employees
----------------------------------------

Participants who prior to the Freeze Date became salaried
employees and as a result became covered under the FMC Corporation Salaried
Employees' Retirement Plan ("Salaried Plan"), or its predecessor plan, were
given certain distribution rights as described in Section 6.2.5 of the Salaried
Plan that applied to benefits payable under the Plan and the Salaried Plan.

50

SUPPLEMENT 3

SMITH METER PLANT, ERIE, PENNSYLVANIA
-------------------------------------

3-1      Eligible Employees
------------------

The terms of this Supplement apply only to Eligible Employees
of the FMC Corporation Smith Meter Plan who work in Erie, Pennsylvania and who
are covered by the Collective Bargaining Agreement between the Company and the
International Union, United Automobile, Aerospace and Agricultural Implement
Workers of America Local No. 714.

3-2      Actuarial Equivalent
--------------------

Actuarial Equivalent, other than for purposes of Section 12.8
--------------------
of the Plan, shall be determined based on the UP-1984 Mortality Table (for
nondisabled participants) and the 1965 Railroad Board Total Disabled Annuitants
Mortality Table - Ultimate Rates (for disabled participants) and the interest
rate used by the Pension Benefit Guaranty Corporation for valuing immediate
annuities for defined benefit plans terminating on the preceding December 31. No
adjustment to such interest rate shall be made if the difference between the
otherwise current rate and the applicable PBGC rate is less than 0.5%.

3-3      Service
-------

Break-In-Service occurs when a nonvested Employee does not
----------------
accrue at least 170 Hours of Service during a calendar year. Any such break
shall cause a forfeiture of prior Years of Vesting Service if the total years of
consecutive Breaks-in-Service equals or exceeds the greater of five or the
number of Years of Vesting Service.

If the number of consecutive Breaks-in-Service do not operate to cause a
forfeiture of prior Years of Vesting Service, the prior Years of Vesting Service
shall be reinstated after the Employee is again credited with 1/10th Year of
Vesting Service. Further, if an Employee becomes eligible for a Disability
Retirement Benefit and recovers prior to his 65th birthday, he shall retain his
Years of Vesting Service upon return to active employment with the Company
within 30 days after Disability Retirement Benefits cease.

Hour of Service means:
---------------

(a)      Each hour during an applicable computation period for which an
Employee is directly or indirectly paid or entitled to payment
as an Employee for services performed, including back pay,
irrespective of mitigation of damages, or such hours directly
or indirectly paid for reasons other than the performance of
duties during the applicable computation period, such as
vacation, holidays, paid sick or funeral leaves, and similar
paid periods of nonworking time, or periods of absence because
of jury duty, military leaves and other Company approved
leaves of absence. The number of Hours of Service to be
credited to an Employee as a result of payment for other than
duties performed shall be computed in accordance

51

with such Employee's hourly rate of pay during that
computation period for which payment is made.

(b)      Such Hours of Service which are paid for other than at the
time they accrued shall be deemed accumulated for all purposes
herein during the period for which they accrued irrespective
of when payment is made.

(c)      The number of Hours of Service to be credited to an Employee
for any computation period shall be governed by Sections
2530.200b-2(b) and (c) of the Labor Department Regulations
relating to ERISA.

(d)      Anything contained herein to the contrary notwithstanding and
solely for purposes of determining whether a Break-in-Service
has occurred for purposes of Years of Vesting Service, an
Employee who is absent from work for maternity or paternity
reasons shall receive credit for the Hours of Service which
would otherwise have been credited to such Employee but for
such absence, or in any case in which Hours of Service cannot
be determined, 8 Hours of Service per day of such absence. The
total number of Hours of Service credited under this paragraph
for any single continuous period shall not exceed 501 hours.
For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence, (i) by reason
of the pregnancy of the individual, (ii) by reason of a birth
of a child of the individual, (iii) by reason of the placement
of a child with the individual in connection with the adoption
of such child by such individual, or (iv) for purposes of
caring for such child for a period beginning immediately
following such birth or placement. The Hours of Service
credited under this paragraph shall be credited in the Plan
Year in which the absence begins if such crediting is required
to prevent a Break-in-Service in such Plan Year, or (in all
other cases) in the following Plan Year.

One Year Break-In-Service means any calendar year during which
-------------------------
an Employee completes less than 170 Hours of Service.

Year of Credited Service means (A) the Employee's Years of
------------------------
Credited Service prior to the Effective Date, and (B) the Employee's Years of
Vesting Service while the Employee is an Eligible Employee and after the
Employee becomes a Participant. Notwithstanding the foregoing, benefit payments
under this Plan for periods of service credited under any other retirement plans
sponsored by the Company or an Affiliate as certified by the Administrator shall
be reduced (but not below zero) by the amount of any benefit payments under such
other plan for the same period of time.

Year of Vesting Service means (A) the Employee's Years of
-----------------------
Service prior to the Effective Date, and (B) the total number of calendar years
in which the Employee is credited with 1000 or more Hours of Service, or,
subject to the provisions of this Supplement on Break-In-Service, a
proportionate credit for 1/10th of a Year of Vesting Service for each 100 Hours
of Service credited during such calendar year if the Employee is credited with
less than 1000 Hours of Service during such calendar year.

52

3-4      Normal Retirement Date
----------------------

Normal Retirement Date means the earlier of (a) the first date
----------------------
the Participant has attained age 62 and completed 10 years of Vesting Service,
or (b) the Participant's 65th birthday.

3-5      Normal Retirement Benefit
-------------------------

A Participant's monthly Normal Retirement Benefit shall be
determined by multiplying the fixed rate provided below in effect on the date
the Participant's Years of Credited Service terminate, multiplied by the
Participant's Years of Credited Service:

Termination Date                            Benefit Rate
----------------                            ------------
On or after January 1, 1999                   $25.00
but prior to January l, 2001

On or after January 1, 2001                   $26.00
but prior to January 1, 2002

On or after January 1, 2002                   $27.00
but prior to January 1, 2003

On or after January 1, 2003                   $28.00
but prior to January 1, 2004

On or after January 1, 2004                   $29.00
but prior to January 1, 2005

On or after January 1, 2005                   $29.00

Each Participant whose Years of Credited Service terminates
after January 1, 2001, but prior to January 1, 2004 shall have their
Normal Retirement Benefit recalculated effective January 1, 2004 using
a monthly benefit rate of $29.00, provided that any such recalculation
shall not increase the amount of Normal Retirement Benefit already paid
to such Participant, but shall be applied solely to any Normal
Retirement Benefit payable after January 1, 2004. A Participant's
monthly Normal Retirement Benefit shall be increased by $20.00 per
month after the Participant attains age 65, and by an additional $20.00
per month after the Participant's spouse attains age 65.

3-6      Early Retirement Date
---------------------

Early Retirement Date means the later of the Participant's
---------------------
57th birthday and the date the Participant acquires 10 Years of Credited
Service.

53

3-7      Early Retirement Reduction Factor
---------------------------------

If a Participant's Early Retirement Benefit commences prior to
age 62, the Participant's Early Retirement Benefit shall be reduced by a
percentage equal to 4% multiplied by the number of years (prorated for any
fraction of a year) from the Annuity Starting Date to the first day of the month
following the Participant's 62nd birthday.

3-8      Disability Retirement
---------------------

A Participant who has completed 10 Years of Credited Service
and suffers a Total and Permanent Disability while he is an Employee and before
he has attained age 62 shall be eligible for a Disability Retirement Benefit.

Total and Permanent Disability means total disability by
------------------------------
bodily injury or disease, physical or mental, or both, sufficient to prevent the
Employee from engaging in any regular occupation or employment for remuneration
or profit, which disability will be permanent and continuous during the
remainder of the Employee's life; provided, however, that no Employee shall be
deemed to be totally and permanently disabled for the purposes of the Plan if
his incapacity consists of chronic alcoholism or addiction to narcotics, or if
such incapacity was contracted, suffered or incurred while he was engaged in a
felonious enterprise or resulted therefrom or resulted from an intentionally
self-inflicted injury or resulted from service in the armed forces of any
country. The existence of total and permanent disability shall be determined by
the Committee on the basis of medical evidence satisfactory to it.

3-9      Disability Retirement Benefit
-----------------------------

The Participant's Disability Retirement Benefit shall be
determined by multiplying the fixed rate provided below in effect on the date
his Total and Permanent Disability commences, multiplied by the Participant's
Years of Credited Service as of such date:

Termination Date                                              Benefit Rate
----------------                                              ------------

On or after January 1, 1999 and prior to January 1, 2001               $50.00
On or after January 1, 2001 and prior to January 1, 2002               $52.00
On or after January 1, 2002 and prior to January 1, 2003               $54.00
On or after January 1, 2003 and prior to January 1, 2004               $56.00
On or after January 1, 2004 and prior to January 1, 2005               $58.00
On or after January 1, 2005                                            $58.00

All disability retirement benefits shall be reduced by the
amount of (a) worker's compensation benefits; and (b) any present or future
payments on account of injury, disease or disability under the Federal Social
Security Act, as amended, or any other Federal or State law under which the
Company contributes through taxes or otherwise to benefits for injury, disease
or disability of Employees whether occupational or non-occupational; provided
however, that the provisions of this Section 3-9 shall not operate to reduce the
disability retirement benefits to less than the retirement benefits to which the
Participant would have been entitled had the Participant reached the
Participant's 62nd birthday at time of disability retirement.

54

3-10     Normal Form of Benefit
----------------------

The normal form of benefit shall be a 50% Joint and Survivor's
Annuity with the Participant's spouse as joint annuitant if he is married on the
Annuity Starting Date, and an Individual Life Annuity if he is not married on
the Annuity Starting Date.

3-11     Optional Forms of Benefit
-------------------------

A Participant who is eligible for an Early or Normal
Retirement Benefit may, with spousal consent and in accordance with Section 6.3,
waive the normal form of benefit and elect one of the optional forms which shall
be the Actuarial Equivalent of the normal form of benefit.

(a)      an Individual Life Annuity, if the Participant is
married;

(b)      a 100% or 66 - 2/3% Joint and Survivor's Annuity; or

(c)      a joint and survivor's annuity pursuant to which,
upon the Participant's death 50% of the amount paid
to the Participant (reduced by 1% for each full year
exceeding 10 by which the spouse is younger than the
Participant) is paid to the Participant's spouse
until the earlier of (i) the spouse's death; (ii)
remarriage; or (iii) a total of 120 payments have
been made to the Participant and spouse. No benefit
shall be paid to the Participant's spouse if the
Participant and spouse were married less than 12
months at the time of the Participant's death.

3-12     Surviving Spouse's Benefit
--------------------------

If the Participant had attained Early Retirement Date, the
amount of the surviving spouse's benefit shall be 50% of the benefit the
Participant would have received if the Participant had elected an Individual
Life Annuity commencing on the day before the Participant's death.

If the Participant had not attained Early Retirement Date, the
amount of the surviving spouse's benefit shall be equal to the survivor's
benefit under the 50% Joint and Survivor's Annuity the Participant would have
received if the Participant had elected such annuity commencing at age 57 or the
day before the Participant's death, if later.

Monthly surviving spouse benefits payable under this Section
3-12 shall be reduced by 1% for each full year exceeding 10 years by which the
surviving spouse is younger than the Participant.

55

SUPPLEMENT 4

FOOD PROCESSING MACHINERY DIVISION, HOOPESTON, ILLINOIS
-------------------------------------------------------

4-1      Eligible Employees
------------------

The terms of this Supplement apply only to Eligible Employees
of the FMC Corporation Food Processing Machinery Division who work in Hoopeston,
Illinois and who are covered by the Collective Bargaining Agreement between the
Company and the Allied Industrial Workers of America, AFL-CIO Local 985.

4-2      Actuarial Equivalent
--------------------

Actuarial Equivalent, other than for purposes of Section 12.8
--------------------
of the Plan, shall be determined based on the 1971 Group Annuity Table (weighted
95% male, 5% female) and 6% interest compounded annually.

4-3      Commencement of Participation
-----------------------------

An Eligible Employee shall become a Participant as of the date
the Participant completes 1 year of Credited Service.

4-4      Normal Retirement Date
----------------------

Normal Retirement Date means the first day of the month
----------------------
coinciding with or next following the Participant's 65th birthday.

4-5      Normal Retirement Benefit
-------------------------

A Participant's monthly Normal Retirement Benefit shall be
determined by multiplying the fixed rate provided below in effect on the date
the Participant's Years of Credited Service terminate, multiplied by his Years
of Credited Service:

Termination Date                            Benefit Rate
----------------                            ------------
On or after December 1, 1998                         $26.00
On or after December 1, 1999                         $30.00

4-6      Early Retirement Reduction Factor
---------------------------------

If a Participant's Early Retirement Benefit commences prior to
age 65, the Participant's Early Retirement Benefit shall be reduced by 4% for
each full year between the Annuity Starting Date and the Participant's 65/th/
birthday.

56

4-7      Optional Form of Benefits
-------------------------

(a)      A married Participant may elect, with spousal consent
and in accordance with Section 6.3, to receive the
Participant's benefits in one of the following forms:

(i)      an Individual Life Annuity;

(ii)     a 50% joint and survivor's annuity with the
Participant's Beneficiary as survivor; or

(iii)    a 100% joint and survivor's annuity with the
Participant's Beneficiary as survivor.

(b)      An unmarried Participant who is eligible for Normal
Retirement, Early Retirement or Disability Retirement
Benefits may elect, in accordance with Section 6.3,
to receive the Participant's benefits in one of the
following forms:

(i)      a 50% joint and survivor's annuity with the
Participant's Beneficiary as survivor; or

(ii)     a 100% joint and survivor's annuity with the
Participant's Beneficiary as survivor.

4-8      Disability Retirement
---------------------

A Participant who has completed 15 Years of Credited Service
as of the date Total and Permanent Disability has endured for a period of 13
weeks shall be eligible for a Disability Retirement Benefit.

Total and Permanent Disability means a total and permanent
------------------------------
mental or physical disability of a Participant and confirmed by medical
examination of a physician selected by the Company or the Participant, and
confirmed by medical examination of a physician selected by the other party,
whether or not such disability arose out of or during the course of employment,
of a nature preventing such Participant from engaging in any occupation for
compensation for the balance of the Participant's life.

4-9      Disability Retirement Benefit
-----------------------------

The Participant's Disability Retirement Benefit shall be
determined pursuant to Section 3.1.2, based on the Participant's Years of
Credited Service to the date of the Participant's Disability Retirement.

The Disability Retirement payment shall commence with the
first day of the month immediately following the expiration of the 13-week
period described in Section 4-8 of this Supplement or medical certification of
disability, whichever shall be later.

57

Such payment shall also take into account and have deducted
therefrom any benefits paid or payable, now or in the future, to the Participant
by way of (a) Worker's Compensation payments; (b) public pension payments
(except Social Security Disability and Military pension payments); and (c) 1/2
of any accident or health insurance benefit payment as may be provided by any
program as now or in the future made available by the Company or placed in
effect by any governmental authority for the benefit of Participants; however,
any lump sum award under (a) and (c) above shall not be deducted. Any
Participant who shall receive a Disability Retirement Benefit shall be subject
to reexamination by a physician of the Company at any time the Company may so
request and if, in the opinion of the Company, the Total and Permanent
Disability of the Participant shall no longer continue to exist, such
Participant's right to a continuance of Disability Retirement Benefit payment
shall cease. Failure or refusal of a Participant to submit to medical
examination as requested by the Company shall be cause of cancellation of the
Disability Retirement Benefit. Such disabled Participant shall, however, be
entitled to Early or Normal Retirement benefit payments upon qualification by
the Participant under the requirements set forth in Section 3.1 and Section 3.2.
In no event, however, shall any Participant be entitled to receive both a
Disability Retirement Benefit and an Early or Normal Retirement Benefit, it
being intended that there should be no duplication of retirement benefits.

58

SUPPLEMENT 5

AIRLINE EQUIPMENT DIVISION, SAN JOSE, CALIFORNIA

5-1      Eligible Employees
------------------

The terms of this Supplement apply only to individuals
participating in the FMC Corporation Retirement Plan for San Jose Commercial
Segment Hourly Employees ("Prior Plan") on the Freeze Date who were a part of
the Airline Equipment Division and who have not yet received a full distribution
of their benefit under such Prior Plan as of the Effective Date ("Participant").

5-2      Freeze Date
-----------

Effective July 28, 1982 ("Freeze Date"), the Participants had
their benefits in the Prior Plan frozen as a result of the closure of the
Airline Equipment Division in San Jose, California. No new Participants entered
the Prior Plan after the Freeze Date, and no benefits accrued to Participants
under the Prior Plan after the Freeze Date.

5-3      Actuarial Equivalent
--------------------

Actuarial Equivalent, other than for purposes of Section 12.8
--------------------
of the Plan, shall be determined based on the 1951 Group Annuity Mortality Table
and 3.5% interest compounded annually.

5-4      Normal Retirement Date
----------------------

Normal Retirement Date means the first day of the month
----------------------
coinciding with or next following the Participant's 65/th/ birthday.

5-5      Normal Retirement Benefit
-------------------------

A Participant's monthly Normal Retirement Benefit shall be the
Participant's monthly normal retirement benefit accrued under the Prior Plan as
of the Freeze Date.

5-6      Early Retirement Date
---------------------

Early Retirement Date means the later of the Participant's
---------------------
55th birthday and the date the Participant acquires 10 Years of Vesting Service.

5-7      Early Retirement Reduction Factor
---------------------------------

If a Participant's Early Retirement Benefit commences prior to
age 65, the Participant's Early Retirement Benefit shall be reduced by 5/12 of
1% for each month between his Annuity Starting Date and the Participant's 65/th/
birthday.

59

5-8      Termination Benefits Reduction Factor
-------------------------------------

If a Participant's Termination Benefit commences prior to age
65, the Participant's Termination Benefit shall be reduced to the Actuarial
Equivalent of the Participant's basic benefit in accordance with Tables A or B
attached hereto.

60

Based on Age of Participant on Commencement of Early Retirement Benefit

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

MALE PARTICIPANT (Table A)
----------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------- MONTHS -------------------------------------------------
YEARS      0         1         2          3        4         5         6         7         8       9       10      11
----------------------------------------------------------------------------------------------------------------------------

55     44.74%    45.01%    45.28%    45.56%    45.83%    46.10%    46.37%    46.64%    46.91%   47.19%  47.46%  47.73%
----------------------------------------------------------------------------------------------------------------------------

56     48.00     48.30     48.60     48.90     49.20     49.50     49.80     50.09     50.39    50.69   50.99   51.29
----------------------------------------------------------------------------------------------------------------------------

57     51.59     51.92     52.25     52.58     52.91     53.24     53.57     53.91     54.24    54.57   54.90   55.23
----------------------------------------------------------------------------------------------------------------------------

58     55.56     55.93     56.30     56.66     57.03     57.40     57.77     58.13     58.50    58.87   59.24   59.60
----------------------------------------------------------------------------------------------------------------------------

59     59.97     60.38     60.79     61.19     61.60     62.01     62.42     62.83     63.24    63.64   64.05   64.46
----------------------------------------------------------------------------------------------------------------------------

60     64.87     65.33     65.78     66.24     66.69     67.15     67.60     68.06     68.52    68.97   69.43   69.88
----------------------------------------------------------------------------------------------------------------------------

61     70.34     70.85     71.36     71.88     72.39     72.90     73.41     73.92     74.43    74.95   75.46   75.97
----------------------------------------------------------------------------------------------------------------------------

62     76.48     77.06     77.63     78.21     78.78     79.36     79.93     80.51     81.08    81.66   82.23   82.81
----------------------------------------------------------------------------------------------------------------------------

63     83.38     84.03     84.68     85.32     85.97     86.62     87.27     87.92     88.57    89.21   89.86   90.51
----------------------------------------------------------------------------------------------------------------------------

64     91.16     91.90     92.63     93.37     94.11     94.84     95.58     96.32     97.05    97.79   98.53   99.26
----------------------------------------------------------------------------------------------------------------------------

FEMALE PARTICIPANT (Table B)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------- MONTHS ----------------------------------------------------
YEARS      0        1         2       3           4         5         6         7          8       9       10     11
----------------------------------------------------------------------------------------------------------------------------

55     49.50%    49.76%    50.03%    50.29%    50.56%    50.82%    51.09%    51.35%    51.61%   51.88%  52.14%  52.41%
----------------------------------------------------------------------------------------------------------------------------

56     52.67     52.96     53.25     53.54     53.83     54.12     54.41     54.69     54.98    55.27   55.56   55.85
----------------------------------------------------------------------------------------------------------------------------

57     56.14     56.46     56.77     57.09     57.40     57.72     58.03     58.35     58.66    58.98   59.29   59.61
----------------------------------------------------------------------------------------------------------------------------

58     59.92     60.27     60.61     60.96     61.31     61.65     62.00     62.35     62.69    63.04   63.39   63.73
----------------------------------------------------------------------------------------------------------------------------

59     64.08     64.46     64.84     65.22     65.60     65.98     66.36     66.74     67.12    67.50   67.88   68.26
----------------------------------------------------------------------------------------------------------------------------

60     68.64     69.06     69.48     69.90     70.32     70.74     71.16     71.57     71.99    72.41   72.83   73.25
----------------------------------------------------------------------------------------------------------------------------

61     73.67     74.13     74.60     75.06     75.53     75.99     76.46     76.92     77.38    77.85   78.31   78.78
----------------------------------------------------------------------------------------------------------------------------

62     79.24     79.76     80.27     80.79     81.30     81.82     82.33     82.85     83.36    83.88   84.39   84.91
----------------------------------------------------------------------------------------------------------------------------

63     85.42     85.99     86.57     87.14     87.72     88.29     88.87     89.44     90.01    90.59   91.16   91.74
----------------------------------------------------------------------------------------------------------------------------
64     92.31     92.95     93.59     94.23     94.87     95.51     96.15     96.80     97.44    98.08   98.72   99.36
----------------------------------------------------------------------------------------------------------------------------

61

SUPPLEMENT 6

FOOD PROCESSING MACHINERY DIVISION, SAN JOSE, CALIFORNIA
--------------------------------------------------------

6.1      Eligible Employees
------------------

The terms of this Supplement apply only to individuals
participating in the FMC Corporation Retirement Plan for San Jose Commercial
Segment Hourly Employees ("Prior Plan") on the Freeze Date who were a part of
the Food Processing Division and who have not yet received a full distribution
of their benefit under such Prior Plan as of the Effective Date ("Participant").

6-2      Freeze Date
-----------

Effective December 31, 1980 ("Freeze Date"), the Participants
had their benefits in the Prior Plan frozen. No new Participants entered the
Prior Plan after the Freeze Date, and no benefits accrued to any Participants
under the Prior Plan after the Freeze Date.

6-3      Actuarial Equivalent
--------------------

Actuarial Equivalent, other than for purposes of Section 12.8
--------------------
of the Plan, shall be determined based on the 1951 Group Annuity Mortality Table
and 3.5% interest compounded annually.

6-4      Normal Retirement Date
----------------------

Normal Retirement Date means the first day of the month
----------------------
coinciding with or next following the Participant's 65/th/ birthday.

6-5      Normal Retirement Benefit
-------------------------

A Participant's monthly Normal Retirement Benefit shall be the
Participant's monthly normal retirement benefit accrued under the Prior Plan as
of the Freeze Date.

6-6      Early Retirement Date
---------------------

Early Retirement Date means the later of the Participant's
---------------------
55th birthday and the date the Participant acquires 15 Years of Vesting Service.

6-7      Early Retirement Reduction Factor
---------------------------------

If a Participant's Early Retirement Benefit commences prior to
age 65, the Participant's Early Retirement Benefit shall be reduced to the
Actuarial Equivalent of the Participant's Normal Retirement Benefit in
accordance with Tables A or B attached hereto.

62

6-8      Termination Benefits Reduction Factor
-------------------------------------

If a Participant's Termination Benefit commences prior to age
65, the Participant's Termination Benefit shall be reduced to the Actuarial
Equivalent of the Participant's basic benefit in accordance with Tables A or B
attached hereto.

63

Based on Age of Participant on Commencement of Early Retirement Benefit

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

MALE PARTICIPANT (Table A)
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------- MONTHS -------------------------------------------------
YEARS      0        1         2         3          4         5        6        7          8        9        10      11
-------------------------------------------------------------------------------------------------------------------------

55     44.74%   45.01%    45.28%    45.56%    45.83%    46.10%    46.37%    46.64%    46.91%   47.19%   47.46%  47.73%
-------------------------------------------------------------------------------------------------------------------------

56     48.00    48.30     48.60     48.90     49.20     49.50     49.80     50.09     50.39    50.69    50.99   51.29
-------------------------------------------------------------------------------------------------------------------------

57     51.59    51.92     52.25     52.58     52.91     53.24     53.57     53.91     54.24    54.57    54.90   55.23
-------------------------------------------------------------------------------------------------------------------------

58     55.56    55.93     56.30     56.66     57.03     57.40     57.77     58.13     58.50    58.87    59.24   59.60
-------------------------------------------------------------------------------------------------------------------------

59     59.97    60.38     60.79     61.19     61.60     62.01     62.42     62.83     63.24    63.64    64.05   64.46
-------------------------------------------------------------------------------------------------------------------------

60     64.87    65.33     65.78     66.24     66.69     67.15     67.60     68.06     68.52    68.97    69.43   69.88
-------------------------------------------------------------------------------------------------------------------------

61     70.34    70.85     71.36     71.88     72.39     72.90     73.41     73.92     74.43    74.95    75.46   75.97
-------------------------------------------------------------------------------------------------------------------------

62     76.48    77.06     77.63     78.21     78.78     79.36     79.93     80.51     81.08    81.66    82.23   82.81
-------------------------------------------------------------------------------------------------------------------------

63     83.38    84.03     84.68     85.32     85.97     86.62     87.27     87.92     88.57    89.21    89.86   90.51
-------------------------------------------------------------------------------------------------------------------------

64     91.16    91.90     92.63     93.37     94.11     94.84     95.58     96.32     97.05    97.79    98.53   99.26
-------------------------------------------------------------------------------------------------------------------------

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

FEMALE PARTICIPANT (Table B)
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------- MONTHS -------------------------------------------------
YEARS      0        1        2         3         4         5         6          7        8         9      10      11
-------------------------------------------------------------------------------------------------------------------------

55     49.50%   49.76%    50.03%    50.29%    50.56%    50.82%    51.09%    51.35%    51.61%    51.88%  52.14%  52.41%
-------------------------------------------------------------------------------------------------------------------------

56     52.67    52.96     53.25     53.54     53.83     54.12     54.41     54.69     54.98     55.27   55.56   55.85
-------------------------------------------------------------------------------------------------------------------------

57     56.14    56.46     56.77     57.09     57.40     57.72     58.03     58.35     58.66     58.98   59.29   59.61
-------------------------------------------------------------------------------------------------------------------------

58     59.92    60.27     60.61     60.96     61.31     61.65     62.00     62.35     62.69     63.04   63.39   63.73
-------------------------------------------------------------------------------------------------------------------------

59     64.08    64.46     64.84     65.22     65.60     65.98     66.36     66.74     67.12     67.50   67.88   68.26
-------------------------------------------------------------------------------------------------------------------------

60     68.64    69.06     69.48     69.90     70.32     70.74     71.16     71.57     71.99     72.41   72.83   73.25
-------------------------------------------------------------------------------------------------------------------------

61     73.67    74.13     74.60     75.06     75.53     75.99     76.46     76.92     77.38     77.85   78.31   78.78
-------------------------------------------------------------------------------------------------------------------------

62     79.24    79.76     80.27     80.79     81.30     81.82     82.33     82.85     83.36     83.88   84.39   84.91
-------------------------------------------------------------------------------------------------------------------------

63     85.42    85.99     86.57     87.14     87.72     88.29     88.87     89.44     90.01     90.59   91.16   91.74
-------------------------------------------------------------------------------------------------------------------------
64     92.31    92.95     93.59     94.23     94.87     95.51     96.15     96.80     97.44     98.08   98.72   99.36
-------------------------------------------------------------------------------------------------------------------------

64

Exhibit 10.6.e

FIRST AMENDMENT OF
FMC TECHNOLOGIES, INC. EMPLOYEES' RETIREMENT PROGRAM
PART I SALARIED AND NONUNION HOURLY EMPLOYEES' RETIREMENT PLAN
--------------------------------------------------------------

WHEREAS, FMC Technologies, Inc. (the "Company") maintains the FMC
Technologies, Inc. Employees' Retirement Program Part I Salaried and Nonunion
Hourly Employees' Retirement Plan (the "Plan"); and

WHEREAS, amendment of the Plan is now considered desirable;

NOW, THEREFORE, by virtue and in exercise of the powers reserved to the
Company under Section 11.1 Plan Amendment or Termination of the Plan, and
-----------------------------
pursuant to authority delegated to the undersigned officer of the Company by
resolution of its Board of Directors, the Plan is hereby amended, effective May
1, 2001, in the following respects:

1.  By substituting "65/th/" for "62/nd/" in the last line of Section
3.2.3.

2.  By deleting the last paragraph of Section 4-4 of Supplement 4 and
inserting the following in lieu thereof:

Life and 10 Year Certain Annuity: A life and 10 Year Certain Annuity
--------------------------------
is an immediate annuity which is the Actuarial Equivalent of an Individual
Life Annuity, but which provides a smaller monthly annuity for the
Participant's life than an Individual Life Annuity. After the Participant's
death, if the monthly annuity has been paid for a period shorter than 120
months, it will continue, in the same amount as during the Participant's
life, for the remainder of the 120-month term certain. The Participant's
Joint Annuitant will receive any payments due after the Participant's
death.

IN WITNESS WHEREOF, the Company has caused this amendment to be executed by
a duly authorized representative this 1/st/ day of August, 2001.

FMC Technologies, Inc.

By: /s/ William H. Schumann III
----------------------------
Member, Employee Welfare Benefits Plan
Committee

Exhibit 10.7.a

FMC Technologies, Inc. Salaried Employees' Equivalent Retirement Plan
---------------------------------------------------------------------

Section 1. Establishment and Purposes of the Plan. The FMC
--------------------------------------
Technologies, Inc. Salaried Employees' Equivalent Retirement Plan (the "Plan")
is hereby established effective May 1, 2001 by FMC Technologies, Inc., a
Delaware corporation ("Company"). The purpose of the Plan is to provide
employees of the Company and its affiliated companies that have adopted the Plan
(collectively, the "Employer") with the retirement benefits they would have
received under the Part I - Salaried and Non-Union Hourly Employees' Retirement
Plan of the FMC Technologies, Inc. Employees' Retirement Program (the "Salaried
Retirement Plan"), but for the limitations of Sections 401(a)(17) and 415 of the
Internal Revenue Code of 1986, as amended (the "Code"), and but for the fact
that amounts an employee defers under the FMC Technologies, Inc. Non-Qualified
Savings and Investment Plan are not pensionable earnings under the Salaried
Retirement Plan.

Section 2. Participants. An employee of any Employer who is an active
------------
participant in the Salaried Retirement Plan will become a "Participant" on the
day he or she becomes entitled to an Excess Benefit under Section 3. Once an
individual is a Participant, he or she will remain a Participant until his or
her entire Excess Benefit has been paid.

Section 3. Excess Benefit. Each employee of an Employer who is an
--------------
active participant in the Salaried Retirement Plan will be entitled to receive
an "Excess Benefit" equal to the amount, if any, by which his or her accrued
benefit under the Salaried Retirement Plan is reduced:

(a)  to comply with the limitations of Section 415 of the Code;

(b)  because his or her pensionable earnings exceed the annual
compensation limit under Code Section 401(a)(17), as adjusted
(for 2001, $170,000); and

(c)  because deferred compensation is not included in the definition
of pensionable earnings under the Salaried Retirement Plan.

If the Participant's Excess Benefit is paid in a form other than the normal form
of benefit under the Salaried Retirement Plan, his or her Excess Benefit will be
converted to the form of benefit in which it is paid, using the same actuarial
assumptions and methods as are used to determine actuarial equivalence under the
Salaried Retirement Plan.

Section 4. Funding. The amount of a Participant's Excess Benefit, if
-------
any, will be determined at the time the Participant becomes entitled to receive
a retirement benefit under the Salaried Retirement Plan, or at another time
determined by the Committee (as defined in Section 7) in its sole discretion,
according to rules of uniform application. Neither the Company nor any Employer
is required to segregate on its books or elsewhere any amount to be used to pay
Excess Benefits, and no accounts will be maintained for Participants under the
Plan. This Plan will be unfunded, and Plan benefits will be payable only from
the general assets of the

Company or any Employer. Each Participant has only the rights of an unsecured
creditor of the Company or any Employer, as to his or her Excess Benefit.

Section 5. Establishment of Trust. The Company may, in its sole
----------------------
discretion, establish a grantor trust in order to accumulate assets to pay Plan
obligations. The assets and income of any trust established under this Plan will
be subject to the claims of the Company's creditors (and those of any Employer,
but only to the extent they are attributable to the contributions of such
Employer or required by law) in the event of the Company's (or any Employer's)
bankruptcy or insolvency, and the trust document will specifically contain
language to that effect, and language specifying the mandatory procedure for the
Company to notify the trustee of bankruptcy or insolvency. The establishment or
maintenance of a trust will not affect the Company's (or any Employer's)
liability to pay Plan benefits, except as and to the extent amounts from the
trust are actually used to pay a Participant's Plan benefits. If the Company
does establish a trust under the Plan, the Company will determine how much will
be contributed to the trust and when, and trust assets will be invested in
accordance with the terms of the trust.

A Participant will have no direct or secured claim in any asset of the trust, or
in specific assets of the Company or any Employer, and will have the status of a
general unsecured creditor for any amounts due under this Plan.

Section 6. Payment of Excess Benefit. Except as described below, a
-------------------------
Participant's Excess Benefit will be paid to him or her (or, if he or she dies,
to his or her beneficiary) at the same time and in the same manner as his or her
accrued benefit under the Salaried Retirement Plan. A Participant's beneficiary
under this Plan will be the same person or persons as his or her beneficiary
under the Salaried Retirement Plan. Except as described below, no Participant
will be required or permitted to make any election or designation, including but
not limited to a payment election or a beneficiary designation, under this Plan.
Instead, each election or designation a Participant makes under the Salaried
Retirement Plan will apply to the Participant's Excess Benefit.

Notwithstanding anything herein to the contrary, a Participant may elect a lump
sum distribution of his or her Excess Benefit. A lump sum will be paid as of the
last day of the sixth calendar month after the calendar month in which the
Participant terminated employment with the Company and all other Employer, or at
such other time as the Committee determines.

Notwithstanding anything herein to the contrary, the Committee may, in its sole
discretion, give a Participant the ability to elect a special annuity
distribution option whereby the Company will purchase an annuity contract to pay
the Participant's Excess Benefit at the same time and in the same manner as his
or her accrued benefit under the Salaried Retirement Plan are to be paid.

Notwithstanding anything herein to the contrary, the Committee may on its own
initiative authorize the Company to distribute to any Participant (or, if the
Participant has died, to his or her designated beneficiary) all or any part of
the Participant's Excess Benefit. Payment under the preceding sentence is
specifically authorized if there is a change in tax law, a published ruling or a
similar announcement issued by the Internal Revenue Service, a Treasury
Regulation, a decision by a court of competent jurisdiction involving a
Participant or designated beneficiary

-2-

or a closing agreement involving a Participant, that the Committee determines
will cause the Participant to have or recognize income for federal income tax
purposes as to Excess Benefits payable under this Plan.

Section 7. Administration of the Plan. This Plan will be administered
--------------------------
by the FMC Technologies, Inc. Compensation and Organization Committee (the
"Committee"). The Committee has all necessary power to administer the Plan,
including the authority and duty to interpret and apply the Plan's terms, adopt
any rules or regulations the Committee deems necessary or desirable to operate
the Plan, make whatever determinations are permitted or required to maintain or
administer the Plan and take any other actions that prove necessary to
administer the Plan properly, in accordance with its terms. Any decision of the
Committee as to any matter within its authority will be final, binding and
conclusive upon the Company, each Employer, and each Participant, former
Participant, beneficiary or other person claiming under or through any
Participant or beneficiary. An action of the Committee regarding a particular
Participant will not be binding on the Committee regarding an action to be taken
as to any other Participant. A member of the Committee may be a Participant, but
he or she may not participate in any decision that directly affects his or her
rights under the Plan, or the computation of his or her Excess Benefit. Each
determination required or permitted under the Plan will be made by the Committee
in its sole and absolute discretion. The Committee may delegate some or all of
its Plan duties or responsibilities.

Section 8. Amendment and Termination. The Company may amend or
-------------------------
terminate the Plan by action of its Board of Directors, or by action of an
officer or Company employee or committee authorized by the Company's Board of
Directors to amend the Plan. Any Employer may terminate its participation in the
Plan at any time by appropriate action, in its discretion. The Plan will
automatically terminate as to any Employer upon termination of the Employer's
participation in the Salaried Retirement Plan. Notwithstanding the foregoing, no
Plan amendment or termination may adversely affect the right of a Participant
(or of his or her beneficiary) to a benefit accrued under this Plan before the
date the amendment is adopted or effective, whichever is later.

Section 9. Employment. Nothing in this Plan will be deemed to give any
----------
person the right to remain in the employ of the Company, any Employer or any of
its affiliates, or affect the right of the Company, any Employer or any of its
affiliates to terminate or change the terms of any Participant's employment,
with or without cause. By accepting any payment under this Plan, each
Participant, former Participant and designated beneficiary and each person
claiming under or through a Participant, former Participant or designated
beneficiary, is conclusively bound by any action or decision taken or made under
the Plan by the Committee, the Company or any Employer.

Section 10. Withholding for Taxes. Notwithstanding anything contained
---------------------
in this Plan to the contrary, any Employer will withhold from any distribution
or deferral under the Plan whatever amount or amounts it is required to withhold
to comply with the tax withholding provisions of the Code or any state income
tax act for purposes of paying any income, estate, inheritance, employment or
other tax attributable to any amounts distributable under the Plan.

-3-

Section 11. Immunity of Committee Members. The members of the
-----------------------------
Committee may rely upon any information, report or opinion supplied to them by
any officer of an Employer or any legal counsel, independent public accountant
or actuary, and will be fully protected in relying on any such information,
report or opinion. No member of the Committee will have any liability to the
Company, any Employer or any Participant, former Participant, beneficiary,
person claiming under or through any Participant or beneficiary, or other person
interested or concerned in connection with any Plan decision made by that member
of the Committee, so long as the decision was based on any such information,
report or opinion, and the Committee member relied on it in good faith.

Section 12. Action by Employer. Any action required or permitted to be
------------------
taken under the Plan by an Employer must be taken by its board of directors, by
a duly authorized committee of its board of directors, or by a person or persons
authorized by its board of directors or an authorized committee.

Section 13. Effect on Other Employee Benefit Plans. Compensation
--------------------------------------
accrued under this Plan will not be included in the Participant's compensation
or earnings for purposes of computing benefits under any other employee benefit
plan maintained or contributed to by the Company or any Employer, except as and
to the extent required under the terms of that employee benefit plan or
applicable law.

Section 14. Non-Alienation of Benefits. A Participant's rights to
--------------------------
Excess Benefits under the Plan cannot be granted, transferred, pledged or
otherwise assigned, in whole or in part, by the voluntary or involuntary acts of
any person, or by operation of law, and will not be liable or taken for any
obligation of the Participant. Any attempted grant, transfer, pledge or
assignment of a Participant's rights to Plan benefits will be null and void and
without any legal effect.

Section 15. Employer Liability. Each Employer is liable to pay the
------------------
Plan benefits earned or accrued for its eligible employees who are Participants.
With the consent of the Company's Board of Directors (or of a duly appointed
delegate of the Board of Directors), any Employer may assume any other
Employer's Plan liabilities and obligations. To the extent that an Employer
assumes another Employer's Plan liabilities or obligations, the second Employer
will be released from any continuing obligation under the Plan. At the Company's
request, a Participant, former Participant or designated beneficiary will sign
any documents reasonably required by the Company to effectuate the purposes of
this Section 15.

Section 16. Notices. Any notice required to be given by the Company,
-------
an Employer or the Committee must be in writing and must be delivered in person,
by registered mail, return receipt requested, or by regular mail, telecopy or
electronic mail. Any notice given by mail will be deemed to have been given on
the date it was mailed, correctly addressed to the last known address of the
person to whom the notice is to be given.

Section 17. Gender, Number and Headings. Except where the context
---------------------------
otherwise requires, in this Plan the masculine gender includes the feminine, the
feminine includes the masculine, the singular includes the plural, and the
plural includes the singular.

-4-

Headings are inserted for convenience only, are not part of the Plan, and are
not to be considered in the Plan's construction.

Section 18. Controlling Law. The Plan will be construed according to
---------------
the internal laws of Delaware to the extent they are not preempted by any
applicable federal law.

Section 19. Successors. The Plan is binding on all persons entitled to
----------
benefits under it, on their respective heirs and legal representatives, on the
Committee and its successor, and on any Employer and its successor, whether by
way of merger, consolidation, purchase or otherwise.

Section 20. Severability. If any provision of the Plan is held to be
------------
illegal or invalid for any reason, that illegality or invalidity will not affect
the remaining provisions of the Plan, and the Plan will be enforced and
administered, from that point forward, as if the invalid provisions had never
been part of it.

Section 21. Subsequent Changes. All benefits to which any Participant,
-----------------
beneficiary or other person is entitled under this Plan will be determined
according to the terms of the Plan as in effect when the Participant ceases to
be an employee for purposes of the Salaried Retirement Plan, and will not be
affected by any subsequent changes in Plan provisions, unless the Participant
again becomes an employee, or unless and to the extent the subsequent change
expressly applies to the Participant, his or her beneficiary, or other person
claiming through or on behalf of the Participant or beneficiary.

Section 22. Benefits Payable to Minors, Incompetents and Others. If
---------------------------------------------------
any benefit is payable to a minor, an incompetent, or a person otherwise under a
legal disability, or to a person the Committee reasonably believes to be
physically or mentally incapable of handling and disposing of his or her
property, the Committee has the power to apply all or any part of the benefit
directly to the care, comfort, maintenance, support, education or use of the
person, or to pay all or any part of the benefit to the person's parent,
guardian, committee, conservator or other legal representative, to the
individual with whom the person is living, or to any other individual or entity
having the care and control of the person. The Plan, the Committee, the Company
and any Employer and their employees and agents will have fully discharged their
responsibilities to the Participant or beneficiary entitled to a payment by
making payment under this Section 22.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed in its
name and behalf on this 1st day of May, 2001.

FMC TECHNOLOGIES, INC.

By: /s/ William H. Schumann III
----------------------------
William H. Schumann III
Senior Vice President and
Chief Financial Officer

-5-

Exhibit 10.7.b

FMC TECHNOLOGIES, INC
EQUIVALENT RETIREMENT PLAN
GRANTOR TRUST AGREEMENT

This Grantor Trust Agreement (the "Trust Agreement") is made this 31st day of
July 2001 by and between FMC TECHNOLOGIES, INC. ("the Company") and WACHOVIA
BANK, N.A. ("the Trustee").

Recitals
--------

(a)      WHEREAS, the Company has adopted the FMC Technologies, Inc. Salaried
Employees Equivalent Retirement Plan (the "Arrangement");

(b)      WHEREAS, the Company has incurred or expects to incur liability under
the terms of such Arrangement with respect to the individuals
participating in such Arrangement (the "Participants and
Beneficiaries");

(c)      WHEREAS, the Company has previously established a grantor trust
effective May 1, 2001 (the "Prior Trust") for such Arrangement and
wishes by this Trust (the "Trust") to amend and restate such Prior
Trust and shall contribute to the Trust assets that shall be held
therein, subject to the claims of the Company's creditors in the event
of the Company's Insolvency, and subject to the claims of a
Subsidiary's creditors in the event of the Subsidiary's Insolvency to
the extent the Trust assets were contributed on behalf of such
Subsidiary's employees, until paid to Participants and their
Beneficiaries in such manner and at such times as specified in the
Arrangement and in this Trust Agreement;

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

(e)      WHEREAS, it is the intention of the Company to make contributions to
the Trust to provide itself with a source of funds (the "Fund") to
assist it in satisfying its liabilities under the Arrangement.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

-1-

Section 1.        Establishment of The Trust
--------------------------

(a)     The Trust is intended to be a Grantor Trust, of which the Company is
the Grantor, within the meaning of subpart E, part I, subchapter J,
chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended,
and shall be construed accordingly.

(b)     The Company shall be considered a Grantor for the purposes of the Trust.

(c)     The Trust hereby established is revocable by the Company; it shall
become irrevocable upon a Potential Change in Control or Change in
Control, as defined herein (except as may otherwise be provided by this
Trust Agreement); provided however, in the event that no Change in
Control occurs within one year of a Potential Change in Control, this
Trust shall again become revocable until a Potential Change in Control
or Change in Control should occur.

(d)     The Company hereby deposits with the Trustee in the Trust one-thousand
dollars and zero cents ($1,000.00) which shall become the principal of
the Trust to be held, administered and disposed of by the Trustee as
provided in this Trust Agreement.

(e)     The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of the Company and shall be used
exclusively for the uses and purposes of Participants and general
creditors as herein set forth. Participants and their Beneficiaries
shall have no preferred claim on, or any beneficial ownership interest
in, any assets of the Trust. Any rights created under the Arrangement
and this Trust Agreement shall be unsecured contractual rights of
Participants and their Beneficiaries against the Company. Any assets
held by the Trust will be subject to the claims of the general
creditors of the Company under federal and state law in the event the
Company is Insolvent, and subject to a Subsidiary's creditors in the
event of the Subsidiary's Insolvency to the extent the Trust assets
were contributed to the Trust on behalf of the Subsidiary's employees.

(f)    The Company, in its sole discretion, may at any time, or from time to
time, make additional deposits of cash or other property acceptable to
the Trustee in the Trust to augment the principal to be held,
administered and disposed of by the Trustee as provided in this Trust
Agreement. Prior to a Change in Control, neither the Trustee nor any
Participant or Beneficiary shall have any right to compel additional
deposits.(g) As soon as practicable after the Company has knowledge
that a Change in Control is imminent, but no later than the last
business day immediately preceding the date of the Change in Control,
the Company shall make a contribution to the Trust in an amount equal
to the Required Funding Amount as defined by this Trust less any assets
held by the Trust. At least each six months after the occurrence of a
Change in Control, the Company shall make a contribution in the amount,
if any, by which the Required Funding Amount exceeds the value of
assets held by the Trust.

-2-

Section 2.        Payments to Participants and Their Beneficiaries
------------------------------------------------

(a)      Prior to a Change in Control, the Trustee shall make distributions from
the Trust to Participants and Beneficiaries at the direction of the
Company. Prior to a Change in Control, the entitlement of a Participant
or his or her Beneficiaries to benefits under the Arrangement shall be
determined as provided by the Arrangement, and any claim for such
benefits shall be considered and reviewed under the procedures set out
in the Arrangement.

(b)     The Company may make payment of benefits directly to Participants or
their Beneficiaries as they become due under the terms of the
Arrangement. The Company shall notify the Trustee of its decision to
make payment of benefits directly prior to the time amounts are payable
to Participants or their Beneficiaries. In addition, if the principal
of the Trust, and any earnings thereon, are not sufficient to make
payments of benefits in accordance with the terms of the Arrangement,
the Company shall make the balance of each such payment as it falls due
in accordance with the Arrangement. The Trustee shall notify the
Company where principal and earnings are not sufficient. Nothing in
this Agreement shall relieve the Company of its liabilities to pay
benefits due under the Arrangement except to the extent such
liabilities are met by application of assets of the Trust.

(c)     After a Potential Change in Control and before a Change in Control, the
Company shall deliver to the Trustee a schedule of benefits due under
the Arrangement. After a Change in Control, the Company shall continue
to make the determination of benefits due to Participants or their
Beneficiaries and shall provide the Trustee with an updated schedule of
benefits due; provided however, a Participant or their Beneficiaries
may make application to the Trustee for an independent decision as to
the amount or form of their benefits due under the Arrangement. The
Trustee shall notify the Company of any such appeal and the Company
shall be permitted to provide the Trustee with any information the
Company wishes the Trustee to consider in making a determination
pursuant to this Section. In making any determination required or
permitted to be made by the Trustee under this Section, the Trustee
shall, in each such case, reach its own independent determination, in
its absolute and sole discretion, as to the Participant's or
Beneficiary's entitlement to a payment hereunder. In making its
determination, the Trustee may consult with and make such inquiries of
such persons, including the Participant or Beneficiary, the Company,
legal counsel, actuaries or other persons, as the Trustee may
reasonably deem necessary. Any reasonable costs incurred by the Trustee
in arriving at its determination shall be reimbursed by the Company
and, to the extent not paid by the Company within a reasonable time,
shall be charged to the Trust. The Company waives any right to contest
any amount paid over by the Trustee hereunder pursuant to a good faith
determination made by the Trustee notwithstanding any claim by or on
behalf of the Company (absent a manifest abuse of discretion by the
Trustee) that such payments should not be made.

(d)      In the event any Participant or his or her Beneficiary is determined to
be subject to federal income tax on any amount to the credit of his or
her account under any Arrangement prior to the time of payment
hereunder, whether or not due to the establishment of or contributions
to this Trust, a portion of such taxable amount equal to

-3-

the federal, state and local taxes (excluding any interest or
penalties) owed on such taxable amount, shall be distributed by the
Trustee as soon thereafter as practicable to such Participant or
Beneficiary. For these purposes, a Participant or Beneficiary shall be
deemed to pay state and local taxes at the highest marginal rate of
taxation in the state in which the Participant resides or is employed
(or both) where a tax is imposed and federal income taxes at the
highest marginal rate of taxation, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such
state and local taxes. Any distributions from the Fund to a Participant
or Beneficiary under this Section 2(d) shall be applied to reduce the
Company liabilities to such Participant and/or Beneficiary under the
applicable Arrangement with such reductions to be made on a pro-rata
basis over the term of benefit payments under the Arrangement

(e)      The Trustee agrees that it will not itself institute any action at law
or at equity, whether in the nature of an accounting, interpleading
action, request for a declaratory judgment or otherwise, requesting a
court or administrative or quasi-judicial body to make the
determination required to be made by the Trustee under this Section 2
in the place and stead of the Trustee. The Trustee may (and, if
necessary or appropriate, shall) institute an action to collect a
contribution due the Trust following a Change in Control or in the
event that the Trust should ever experience a short-fall in the amount
of assets necessary to make payments pursuant to the terms of the
Arrangement.

Section 3.        Trustee Responsibility Regarding Payments
To The Trust Beneficiary When The Company Is Insolvent
------------------------------------------------------

(a)      The Trustee shall cease payment of benefits to Participants and their
Beneficiaries if the Company is Insolvent or a Subsidiary is Insolvent
to the extent the Trust assets were contributed on behalf of the
Company's or a Subsidiary's employees. The Company and/or a Subsidiary
shall be considered "Insolvent" for purposes of this Trust Agreement if
(i) the Company and/or a Subsidiary is unable to pay its debts as they
become due, or (ii) the Company and/or a Subsidiary is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code.

(b)      At all times during the continuance of this Trust, the principal and
income of the Trust shall be subject to claims of general creditors of
the Company and/or a Subsidiary under federal and state law as set
forth below.

(1)      The Board of Directors and the Chief Executive Officer of the
Company, or in the case of a Subsidiary, the President of the
Subsidiary shall have the duty to inform the Trustee in
writing that the Company and/or a Subsidiary is Insolvent. If
a person claiming to be a creditor of the Company and/or a
Subsidiary alleges in writing to the Trustee that the Company
and/or a Subsidiary has become Insolvent, the Trustee shall
determine whether the Company and/or a Subsidiary is Insolvent
and, pending such determination, the Trustee shall discontinue
payment of benefits to Participants or their Beneficiaries.

-4-

(2)      Unless the Trustee has actual knowledge that the Company
and/or a Subsidiary is Insolvent, or has received notice from
the Company and/or a Subsidiary or a person claiming to be a
creditor alleging that the Company's and/or a Subsidiary is
Insolvent, the Trustee shall have no duty to inquire whether
the Company and/or a Subsidiary is Insolvent. The Trustee may
in all events rely on such evidence concerning the Company's
and/or a Subsidiary's solvency as may be furnished to the
Trustee and that provides the Trustee with a reasonable basis
for making a determination concerning the Company's and/or a
Subsidiary `s solvency.

(3)      If at any time the Trustee has determined that the Company
and/or a Subsidiary is Insolvent, the Trustee shall
discontinue payments to Participants or their Beneficiaries
and shall hold the assets of the Trust for the benefit of the
Company's general creditors and shall hold the assets of the
Trust to the extent contributed on behalf of the employees of
a Subsidiary for the benefit of the Subsidiary's general
creditors. Nothing in this Trust Agreement shall in any way
diminish any rights of Participants or their Beneficiaries to
pursue their rights as general creditors of the Company and/or
a Subsidiary with respect to benefits due under the
Arrangement or otherwise.

(4)      The Trustee shall resume the payment of benefits to
Participants or their Beneficiaries in accordance with Section
2 of this Trust Agreement only after the Trustee has
determined that the Company and/or a Subsidiary is not
Insolvent (or is no longer Insolvent).

(c)      Provided that there are sufficient assets, if the Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof
and subsequently resumes such payments, the first payment following
such discontinuance shall include the aggregate amount of all payments
due to Participants or their Beneficiaries under the terms of the
Arrangement for the period of such discontinuance, less the aggregate
amount of any payments made to Participants or their Beneficiaries by
the Company and/or a Subsidiary in lieu of the payments provided for
hereunder during any such period of discontinuance.

(d)      The Insolvency of a Subsidiary shall not, in and of itself, cause the
Company or any other Subsidiary participating in this Trust to be
Insolvent. However, any assets attributable to such Insolvent
Subsidiary held by this Trust shall be held for the benefit of the
Insolvent Subsdiary's general creditors.

-5-

Section 4.        Payments When a Short-Fall of The Trust Assets Occurs
-----------------------------------------------------

(a)      If there are not sufficient assets for the payment of current and
expected future benefits pursuant to Section 2 or Section 3(c) hereof
and the Company does not otherwise make such payments within a
reasonable time after demand from the Trustee, the Trustee shall
allocate the Trust assets among the Participants or their Beneficiaries
in a pro rata manner with respect to the total present value of
benefits expected for each Participant or Beneficiary.

(b)      Upon receipt of a contribution from the Company necessary to make up
for a shortfall in the payments due, the Trustee shall resume payments
to all the Participants and Beneficiaries under the Arrangement. In
addition to the normally scheduled payments due under the Arrangement,
the Trustee shall make a payment to the Participants and Beneficiaries,
as soon as is practicable following the Company's contribution equal to
the amount by which any payment was reduced during the period for which
the Trustee made payments under Section 4(a). Following a Change in
Control, the Trustee shall have the right and duty to compel a
contribution to the Trust from the Company to make-up for any
shortfall.

Section 5.        Payments to the Company
-----------------------

Except as provided in Section 3 hereof, after the Trust has become irrevocable,
the Company shall have no right or power to direct the Trustee to return to the
Company or to divert to others any of the Trust assets before all payment of
benefits have been made to Participants and their Beneficiaries pursuant to the
terms of the Arrangement. Following payment of all benefits due under the
Arrangement and any remaining fees and expenses, the Trustee shall return any
amounts remaining in the Trust to the Company.

Section 6.        Investment Authority
--------------------

(a)      The Trustee shall not be liable in discharging its duties hereunder,
including without limitation its duty to invest and reinvest the Fund,
if it acts for the exclusive benefit of the Participants and their
Beneficiaries, in good faith and as a prudent person would act in
accomplishing a similar task and in accordance with the terms of this
Trust Agreement and any applicable federal or state laws, rules or
regulations.

(b)      Subject to investment guidelines agreed to in writing from time to time
by the Company and the Trustee prior to a Change in Control and Section
6(c), the Trustee shall have the power in investing and reinvesting the
Fund in its sole discretion:

(1)      To invest and reinvest in any readily marketable common and
preferred stocks, bonds, notes, debentures (including
convertible stocks and securities but not including any stock
or security of the Trustee other than a de minimus amount held
in a mutual fund), certificates of deposit or demand or time
deposits (including any such deposits with the Trustee) and
shares of investment companies and mutual funds, without being
limited to the classes or property in which the Trustees are
authorized to invest by any law or any rule of court of any

-6-

state and without regard to the proportion any such property
may bear to the entire amount of the Fund;

(2)      To invest and reinvest all or any portion of the Fund
collectively through the medium of any proprietary mutual fund
that may be established and maintained by the Trustee;

(3)      To commingle for investment purposes all or any portion of the
Fund with assets of any other similar trust or trusts
established by the Company with the Trustee for the purpose of
safeguarding deferred compensation or retirement income or
benefits of its employees and/or directors;

(4)      To retain any property at any time received by the Trustee;

(5)      To sell or exchange any property held by it at public or
private sale, for cash or on credit, to grant and exercise
options for the purchase or exchange thereof, to exercise all
conversion or subscription rights pertaining to any such
property and to enter into any covenant or agreement to
purchase any property in the future;

(6)      To participate in any plan of reorganization, consolidation,
merger, combination, liquidation or other similar plan
relating to property held by it and to consent to or oppose
any such plan or any action thereunder or any contract, lease,
mortgage, purchase, sale or other action by any person;

(7)      To deposit any property held by it with any protective,
reorganization or similar committee, to delegate discretionary
power thereto, and to pay part of the expenses and
compensation thereof any assessments levied with respect to
any such property to be deposited;

(8)      To extend the time of payment of any obligation held by it;

(9)      To hold uninvested any moneys received by it, without
liability for interest thereon, but only in anticipation of
payments due for investments, reinvestments, expenses or
disbursements;

(10)     To exercise all voting or other rights with respect to any
property held by it and to grant proxies, discretionary or
otherwise;

(11)     For the purposes of the Trust, to borrow money from others, to
issue its promissory note or notes therefor, and to secure the
repayment thereof by pledging any property held by it;

(12)     Upon prior notice, to employ suitable contractors and counsel,
who may be counsel to the Company or to the Trustee, and to
pay their reasonable expenses and compensation from the Fund
to the extent not paid by the Company;

-7-

(13)     To register investments in its own name or in the name of a
nominee; to hold any investment in bearer form; and to combine
certificates representing securities with certificates of the
same issue held by it in other fiduciary capacities or to
deposit or to arrange for the deposit of such securities with
any depository, even though, when so deposited, such
securities may be held in the name of the nominee of such
depository with other securities deposited therewith by other
persons, or to deposit or to arrange for the deposit of any
securities issued or guaranteed by the United States
government, or any agency or instrumentality thereof,
including securities evidenced by book entries rather than by
certificates, with the United States Department of the
Treasury or a Federal Reserve Bank, even though, when so
deposited, such securities may not be held separate from
securities deposited therein by other persons; provided,
however, that no securities held in the Fund shall be
deposited with the United States Department of the Treasury or
a Federal Reserve Bank or other depository in the same account
as any individual property of the Trustee, and provided,
further, that the books and records of the Trustee shall at
all times show that all such securities are part of the Trust
Fund;

(14)     To settle, compromise or submit to arbitration any claims,
debts or damages due or owing to or from the Trust,
respectively, to commence or defend suits or legal proceedings
to protect any interest of the Trust, and to represent the
Trust in all suits or legal proceedings in any court or before
any other body or tribunal; provided, however, that the
Trustee shall not be required to take any such action unless
it shall have been indemnified by the Company to its
reasonable satisfaction against liability or expenses it might
incur therefrom;

(15)     To hold and retain policies of life insurance, annuity
contracts, and other property of any kind which policies are
contributed to the Trust by the Company or any subsidiary of
the Company or are purchased by the Trustee;

(16)     To hold any other class of assets which may be contributed by
the Company and that is deemed reasonable by the Trustee,
unless expressly prohibited herein:

(17)     To loan any securities at any time held by it to brokers or
dealers upon such security as may be deemed advisable, and
during the terms of any such loan to permit the loaned
securities to be transferred into the name of and voted by the
borrower or others; and

(18)     Generally, to do all acts, whether or not expressly
authorized, that the Trustee may deem necessary or desirable
for the protection of the Fund.

(c)      Prior to a Change in Control, the Company shall have the right, subject
to this Section to direct the Trustee with respect to investments.

(1)      The Company may at any time direct the Trustee to segregate
all or a portion of the Fund in a separate investment account
or accounts and may appoint one or more investment managers
including itself and to direct the investment and

-8-

reinvestment of each such investment account or accounts. In
such event, the Company shall notify the Trustee of the
appointment of each such investment manager.

(2)      Thereafter (until a Change in Control), the Trustee shall make
every sale or investment with respect to such investment
account as directed in writing by the investment manager(s).
It shall be the duty of the Trustee to act strictly in
accordance with each direction. The Trustee shall be under no
duty to question any such direction of the investment manager,
to review any securities or other property held in such
investment account or accounts acquired by it pursuant to such
directions or to make any recommendations to the investment
manager(s) with respect to such securities or other property.

(3)      Notwithstanding the foregoing, the Trustee, without obtaining
prior approval or direction from an investment manager, shall
invest cash balances held by it from time to time in short
term cash equivalents including, but not limited to, through
the medium of any short term common, collective or commingled
trust fund established and maintained by the Trustee subject
to the instrument establishing such trust fund, U.S. Treasury
Bills, commercial paper (including such forms of commercial
paper as may be available through the Trustee's Trust
Department), certificates of deposit (including certificates
issued by the Trustee in its separate corporate capacity), and
similar type securities, with a maturity not to exceed one
year; and, furthermore, sell such short term investments as
may be necessary to carry out the instructions of an
investment manager regarding more permanent type investment
and directed distributions.

(4)      The Trustee shall neither be liable nor responsible for any
loss resulting to the Fund by reason of any sale or purchase
of an investment directed by an investment manager nor by
reason of the failure to take any action with respect to any
investment which was acquired pursuant to any such direction
in the absence of further directions of such investment
manager.

(5)      Notwithstanding anything in this Agreement to the contrary,
the Trustee shall be indemnified and saved harmless by the
Company from and against any and all personal liability to
which the Trustee may be subjected by carrying out any
directions of an investment manager or the Company issued
pursuant hereto or for failure to act in the absence of
directions of the investment manager or the Company including
all expenses reasonably incurred in its defense in the event
the Company fails to provide such defense; provided, however,
the Trustee shall not be so indemnified if it participates
knowingly in, or knowingly undertakes to conceal, an act or
omission of an investment manager or the Company, having
actual knowledge that such act or omission is a breach of a
fiduciary duty; provided further, however, that the Trustee
shall not be deemed to have knowingly participated in or
knowingly undertaken to conceal an act or omission of an
investment manager or the Company with knowledge that such act
or omission was a breach of fiduciary duty by merely complying
with directions of

-9-

an investment manager or the Company or for failure to act in
the absence of directions of an investment manager or the
Company. The Trustee may rely upon any order, certificate,
notice, direction or other documentary confirmation purporting
to have been issued by the investment manager or the Company
which the Trustee reasonably believes to be genuine and to
have been issued by the investment manager or the Company. The
Trustee shall not be charged with knowledge of the termination
of the appointment of any investment manager until it receives
written notice thereof from the Company.

(6)      The Company may direct the Trustee as to how to vote any
Company stock held by the Trust.

(d)      Following a Change in Control, the Trustee shall have the sole and
absolute discretion in the management of the Trust assets and shall
have all the powers set forth under Section 6(b). In investing the
Trust assets, the Trustee shall consider.

(1)      the needs of the Arrangement;

(2)      the need for matching of Trust assets with the liabilities of
the Arrangement; and

(3)      the duty of the Trustee to act solely in the best interest of
the Participants and their Beneficiaries.

(e)      The Trustee shall have the right, in its sole discretion, to delegate
its investment responsibility to an investment manager who may be an
affiliate to the Trustee. In the event the Trustee shall exercise this
right, the Trustee shall remain, at all times responsible for the acts
of an investment manager. The Trustee shall have the right to purchase
an insurance policy or an annuity to fund the benefits of the
Arrangement.

(f)      The Company shall have the right at any time, and from time to time in
its sole discretion, to substitute assets of equal fair market value
for any asset held by the Trust. This right is exercisable by the
Company in a nonfiduciary capacity without the approval or consent of
any person in a fiduciary capacity; provided, however, that, following
a Change in Control, no such substitution shall be permitted unless the
Trustee determines that the fair market values of the substituted
assets are equal.

(g)      Prior to a Change in Control, the Company shall have the right to
contribute to the Trust common stock of the Company ("Company Stock").
To the extent that Company Stock is contributed to the Trust, it shall
be held by the Trustee pursuant to this Section 6(g).

(h)      Execution of Purchases and Sales.

(1) Transactions. Purchases and sales of Company Stock shall be made on
the date on which the Trustee receives from the Company in good order
all information and documentation necessary to accurately effect such
purchases and sales (or, in the case of purchases, the subsequent date
on which the Trustee has received a wire transfer of the

-10-

funds necessary to make such purchases). Purchases and sales of Company
Stock for the Stock Fund shall be made on the open market as necessary
unless the following applies:

(i)      The Trustee is unable to determine the number of shares
required to be purchased or sold on such day; or

(ii)     If the Trustee is unable to purchase or sell the total number
of shares required to be purchased or sold on such day as a
result of market conditions; or

(iii)    If the Trustee is prohibited by the Securities and Exchange
Commission, the New York Stock Exchange, or any other
regulatory body form purchasing or selling any or all of the
shares required to be purchased or sold on such days.

In the event of the occurrence of the circumstances described in (i),
(ii) or (iii) above, the Trustee shall purchase or sell such shares as
soon as possible thereafter and shall determine the price of such
purchases or sales to be the average purchase or sales price of all
such shares purchased or sold, respectively. The Trustee may follow
written directions from the Company to deviate from the above purchase
and sale procedures.

(1)      Use of an Affiliated Broker. The Company hereby directs the Trustee to
use Wachovia Securities, Inc. (WSI) to provide brokerage services in
connection with any purchase or sale of Company Stock subject to the
requirement that the Trustee take all reasonable steps to assure that
the Trust receives best execution on any transaction. The provision of
brokerage services shall be subject to the following:

(i)      To the extent such services are utilized, as consideration for
such brokerage services, the Company agrees that WSI shall be
entitled to remuneration under the authorization provision in
accordance with its normal fee schedule.

(ii)     Any successor organization of WSI, through reorganization,
consolidation, merger or similar transactions, shall, upon
consummation of such transaction, become the successor broker
in accordance with the terms of this authorization provision.

(iii)    The Trustee and WSI shall continue to rely on this
authorization provision until notified to the contrary. The
Company reserves the right to terminate this authorization
upon sixty (60) days written notice to WSI (or its successor)
and the Trustee.

(2)      Securities Law Reports. The Company shall be responsible for filing all
reports required under Federal or state securities laws with respect to
the

-11-

Trust's ownership of Company Stock, including, without limitation,
any reports required under section 13 or 16 of the Securities
Exchange Act of 1934, and shall immediately notify the Trustee in
writing of any requirement to stop purchases or sales of Company
Stock pending the filing of any report. The Company shall be
responsible for the registration of any Plan interests required
under Federal or state securities laws. The Trustee shall provide
to the Company such information on the Trust's ownership of
Company Stock as the Company may reasonably request in order to
comply with Federal or state securities laws.

Section 7.        Insurance Contracts
-------------------

(a)      To the extent that the Trustee is directed by the Company prior to a
Change in Control to invest part or all of the Trust Fund in insurance
contracts, the type and amount thereof shall be specified by the
Company. The Trustee shall be under no duty to make inquiry as to the
propriety of the type or amount so specified.

(b)      Each insurance contract issued shall provide that the Trustee shall be
the owner thereof with the power to exercise all rights, privileges,
options and elections granted by or permitted under such contract or
under the rules of the insurer. The exercise by the Trustee of any
incidents of ownership under any contract shall, prior to a Change in
Control, be subject to the direction of the Company. After a Change in
Control, the Trustee shall have all such rights.

(c)      The Trustee shall have no power to name a beneficiary of the policy
other than the Trust, to assign the policy (as distinct from conversion
of the policy to a different form) other than to a successor Trustee,
or to loan to any person the proceeds of any borrowing against an
insurance policy held in the Trust Fund.

(d)      No insurer shall be deemed to be a party to the Trust and an insurer's
obligations shall be measured and determined solely by the terms of
contracts and other agreements executed by the insurer.

Section 8.        Disposition of Income
---------------------

(a)      Prior to a Change in Control, all income received by the Trust, net of
expenses and taxes, may be returned to the Company or accumulated and
reinvested within the Trust at the direction of the Company.

(b)      Following a Change in Control, all income received by the Trust, net of
expenses and taxes payable by the Trust, shall be accumulated and
reinvested within the Trust.

Section 9.        Accounting by The Trustee
-------------------------

The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in

-12-

writing between the Company and the Trustee. Within thirty (30) days following
the close of each calendar year and within thirty (30) days after the removal or
resignation of the Trustee, the Trustee shall deliver to the Company a written
account of its administration of the Trust during such year or during the period
from the close of the last preceding year to the date of such removal or
resignation setting forth all investments, receipts, disbursements and other
transactions effected by it, including a description of all securities and
investments purchased and sold with the cost or net proceeds of such purchases
or sales (accrued interest paid or receivable being shown separately), and
showing all cash, securities and other property held in the Trust at the end of
such year or as of the date of such removal or resignation, as the case may be.
The Company may approve such account by an instrument in writing delivered to
the Trustee. In the absence of the Company's filing with the Trustee objections
to any such account within one hundred eighty (180) days after its receipt, the
Company shall be deemed to have so approved such account. In such case, or upon
the written approval by the Company of any such account, the Trustee shall, to
the extent permitted by law, be discharged from all liability to the Company for
its acts or failures to act described by such account. The foregoing, however,
shall not preclude the Trustee from having its accounting settled by a court of
competent jurisdiction. The Trustee shall be entitled to hold and to commingle
the assets of the Trust in one Fund for investment purposes but at the direction
of the Company prior to a Change in Control, the Trustee shall create one or
more sub-accounts.

Section 10.       Responsibility of The Trustee
-----------------------------

(a)      The Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in
like capacity and familiar with such matters would use in the conduct
of an enterprise of a like character and with like aims, provided,
however, that the Trustee shall incur no liability to any person for
any action taken pursuant to a direction, request or approval given by
the Company which is contemplated by, and in conformity with, the terms
of the Arrangement or this Trust and is given in writing by the
Company. In the event of a dispute between the Company and a party, the
Trustee may apply to a court of competent jurisdiction to resolve the
dispute, subject, however to Section 2(d) hereof.

(b)      The Company hereby indemnifies the Trustee against losses, liabilities,
claims, costs and expenses in connection with the administration of the
Trust, unless resulting from the negligence or misconduct of Trustee.
To the extent the Company fails to make any payment on account of an
indemnity provided in this paragraph 10(b), in a reasonably timely
manner, the Trustee may obtain payment from the Trust. If the Trustee
undertakes or defends any litigation arising in connection with this
Trust or to protect a Participant's or Beneficiary's rights under the
Arrangement, the Company agrees to indemnify the Trustee against the
Trustee's costs, reasonable expenses and liabilities (including,
without limitation, attorneys' fees and expenses) relating thereto and
to be primarily liable for such payments. If the Company does not pay
such costs, expenses and liabilities in a reasonably timely manner, the
Trustee may obtain payment from the Trust. The Trustee hereby
indemnifies the Company against losses, liabilities, claims, costs and
expenses in connection with the administration of the Trust which occur
as a result of the Trustee's negligence or breach of this Trust.

-13-

(c)      Prior to a Change in Control, the Trustee may consult with legal
counsel (who may also be counsel for the Company generally) with
respect to any of its duties or obligations hereunder. Following a
Change in Control the Trustee shall, upon notice to the Company, select
independent legal counsel and may consult with counsel or other persons
with respect to its duties and with respect to the rights of
Participants or their Beneficiaries under the Arrangement.

(d)      The Trustee may, upon notice to the Company, hire agents, accountants,
actuaries, investment advisors, financial consultants or other
professionals to assist it in performing any of its duties or
obligations hereunder and may rely on any determinations made by such
agents and information provided to it by the Company.

(e)      The Trustee shall have, without exclusion, all powers conferred on the
Trustee by applicable law, unless expressly provided otherwise herein.

(f)      Notwithstanding any powers granted to the Trustee pursuant to this
Trust Agreement or to applicable law, the Trustee shall not have any
power that could give this Trust the objective of carrying on a
business and dividing the gains therefrom, within the meaning of
section 301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Internal Revenue Code.

Section 11.       Compensation and Expenses of The Trustee
----------------------------------------

The Trustee's compensation shall be as agreed in writing from time to time by
the Company and the Trustee. A copy of the current fee schedule is listed in
Attachment A. The Company shall pay all administrative expenses and the
Trustee's fees and shall promptly reimburse the Trustee for any fees and
expenses of its agents. If not so paid, the fees and expenses shall be paid from
the Trust.

-14-

Section 12.       Resignation and Removal of The Trustee
--------------------------------------

(a)      Prior to a Change in Control, the Trustee may resign at any time by
written notice to the Company, which shall be effective thrity (30)
days after receipt of such notice unless the Company and the Trustee
agree otherwise. Following a Change in Control, the Trustee may resign
only after the appointment of a successor Trustee.

(b)      The Trustee may be removed by the Company on thirty (30) days notice or
upon shorter notice accepted by the Trustee prior to a Change in
Control. Subsequent to a Change in Control, the Trustee may only be
removed after the Company's appointment of an independent third party
national banking association or other entity having the authority to
exercise trust powers with a market capitalization exceeding
$5,000,000,000 to replace the Trustee and the agreement by the
successor Trustee to a trust agreement containing the provisions of
Sections 2(c) and 14(a) hereof.

(c)      If the Trustee resigns within two years after a Change in Control, as
defined herein, the Company, or if the Company fails to act within a
reasonable period of time following such resignation, the Trustee shall
apply to a court of competent jurisdiction for the appointment of a
successor Trustee which satisfies the requirements of Section 13 or for
instructions.

(d)      Upon resignation or removal of the Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the
successor Trustee. The transfer shall be completed within ninety (90)
days after receipt of notice of resignation, removal or transfer,
unless the Company extends the time limit.

(e)      If the Trustee resigns or is removed, a successor shall be appointed by
the Company, in accordance with Section 13 hereof, by the effective
date of resignation or removal under paragraph(s) (a) or (b) of this
Section. If no such appointment has been made, the Trustee may apply to
a court of competent jurisdiction for appointment of a successor or for
instructions. All expenses of the Trustee in connection with the
proceeding shall be allowed as administrative expenses of the Trust.

Section 13.       Appointment of Successor
------------------------

(a)      If the Trustee resigns or is removed in accordance with Section 12
hereof, the Company may appoint, subject to Section 12, any independent
third party national banking association or other entity having the
authority to exercise trust powers with a market capitalization
exceeding $5,000,000,000 to replace the Trustee upon resignation or
removal. The successor Trustee shall have all of the rights and powers
of the former Trustee, including ownership rights in the Trust. The
former Trustee shall execute any instrument necessary or reasonably
requested by the Company or the successor Trustee to evidence the
transfer.

(b)      The successor Trustee need not examine the records and acts of any
prior Trustee and may retain or dispose of existing Trust assets,
subject to Section 8 and 9 hereof. The successor Trustee shall not be
responsible for and the Company shall indemnify and defend the
successor Trustee from any claim or liability resulting from any action
or inaction of any

-15-

prior Trustee or from any other past event, or any condition existing
at the time it becomes successor Trustee.

Section 14.       Amendment or Termination
------------------------

(a)      This Trust Agreement may be amended by a written instrument executed by
the Trustee and the Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Arrangement or shall
make the Trust revocable after it has become irrevocable in accordance
with Section 1 hereof. Additionally, no amendment may be made which
would change Section 2(c) hereof.

(b)      Following a Change in Control, the Trust shall not terminate until the
date on which Participants and their Beneficiaries have received all of
the benefits due to them under the terms and conditions of the
Arrangement.

(c)      Upon written approval of all Participants or Beneficiaries entitled to
payment of benefits pursuant to the terms of the Arrangement, the
Company may terminate this Trust prior to the time that all benefit
payments under the Arrangement have been made. All assets in the Trust
at termination shall be returned to the Company.

Section 15.       Definitions
-----------

For purposes of this Trust, the following terms shall be defined as set forth
below:

(a)      Potential Change in Control shall mean the Company entering into any
agreement or making any announcement either of which, if consummated
would result in a Change in Control.

(b)      Change in Control the happening of any of the following events:

(1)  An acquisition by any Person of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty percent (20%) or more of either (i) the then outstanding
shares of common stock of the Company (the "Outstanding Company
Common Stock") or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities"); excluding, however, the following: (A) any
acquisition directly from the Company, other than an acquisition
by virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from the
Company, (B) any acquisition by the Company, (C) any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any entity controlled by the Company,
or (D) any acquisition pursuant to a transaction which complies
with Subsections (i), (ii) and (iii) of Subsection (C) of this
Section 15(b);

(2)  A change in the composition of the Board such that the individuals
who, as of the Effective Date, constitute the Board (such Board
will be hereinafter referred to as the "Incumbent Board") cease
for any reason to constitute at least a majority of the

-16-

Board; provided, however, for purposes of this Section 15(b), that
any individual who becomes a member of the Board subsequent to the
Effective Date, whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least a
majority of those individuals who are members of the Board and who
were also members of the Incumbent Board (or deemed to be such
pursuant to this proviso) will be considered as though such
individual were a member of the Incumbent Board; but, provided
further, that any such individual whose initial assumption of
office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual
or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board will not be so considered as a
member of the Incumbent Board;

(3)    Consummation of a reorganization, merger or consolidation, sale or
other disposition of all or substantially all of the assets of the
Company, or acquisition by the Company of the assets or stock of
another entity ("Corporate Transaction"); excluding, however, such
a Corporate Transaction pursuant to which (i) all or substantially
all of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
Corporate Transaction will beneficially own, directly or
indirectly, more than sixty percent (60%) of, respectively, the
outstanding shares of common stock, and the combined voting power
of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Corporate Transaction (including,
without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Person (other than the
Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Corporate
Transaction) will beneficially own, directly or indirectly, twenty
percent (20%) or more of, respectively, the outstanding shares of
common stock of the corporation resulting from such Corporate
Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the
election of directors except to the extent that such ownership
existed prior to the Corporate Transaction, and (iii) individuals
who were members of the Incumbent Board will constitute at least a
majority of the members of the board of directors of the
corporation resulting from such Corporate Transaction; or

(4)    The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

In addition, a Change in Control will be deemed to occur upon a change in
control of FMC Corporation, as determined under the change in control
provisions of FMC Corporation's executive severance plan, if at the time of its
change in control, FMC Corporation owns more than fifty percent (50%) of the
Outstanding Company Common Stock. Notwithstanding the foregoing,

-17-

neither the initial public offering by the Company of shares of its common
stock, nor FMC Corporation's Distribution of its interest in the Company will be
treated as a Change in Control of the Company.

The General Counsel, the Chief Executive Officer or the Chief Financial Officer
of the Company shall have the specific authority to determine whether a
Potential Change in Control or Change in Control has transpired under the
guidance of this Section 15(b) and shall be required to give the Trustee notice
of a Change in Control or a Potential Change in Control. The Trustee shall be
entitled to rely upon such notice, but if the Trustee receives notice of a
Change in Control from another source, the Trustee shall make its own
independent determination.

(c)      "Company" shall mean the FMC Technologies, Inc. unless otherwise
specified by this Trust.

(d)      Required Funding Amount shall mean an amount equal to:

(1)  the present value of all benefits using assumptions identical
to those used for the most recent evaluation for FAS 87
purposes of the Company's 10K for the Arrangement; and

(2)  anticipated trustee, administrative and advisory fees in
connection with the maintenance of the Trust or the
Arrangement until the Company's obligations under the
Arrangement have been fully met, and any taxes expected to be
due over the remaining duration of the Trust.

(d)      "Subsidiary" shall mean a subsidiary or an affiliate of the Company.

Section 16.       Miscellaneous
-------------

(a)      Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating
the remaining provisions hereof.

(b)      The Company hereby represents and warrants that all of the Arrangement
have been established, maintained and administered in accordance with
all applicable laws, including without limitation, ERISA. The Company
hereby indemnifies and agrees to hold the Trustee harmless from all
liabilities, including attorney's fees, relating to or arising out of
the establishment, maintenance and administration by the Company of the
Arrangement. To the extent the Company does not pay any of such
liabilities in a reasonably timely manner, the Trustee may obtain
payment from the Trust.

(c)      Benefits payable to Participants and their Beneficiaries under this
Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment,
garnishment, levy, execution or other legal or equitable process.

(d)      This Trust Agreement shall be governed by and construed in accordance
with the laws of North Carolina.

-18-

IN WITNESS WHEREOF, this Trust has been executed on behalf of the parties hereto
on the day and year first above written.

FMC TECHNOLOGIES, INC.                          WACHOVIA BANK, N.A. as TRUSTEE

By:  /s/ William H. Schumann III                By:  /s/ Joe O. Lorg
---------------------------------               --------------------------------

Its: Senior V.P. and Chief Financial Officer    Its: Senior Vice President/Group Executive
---------------------------------------         -------------------------------------

ATTEST:                                         ATTEST:

By:  /s/ Michael W. Murray                      By:  /s/ John N. Smith, III
---------------------------------               --------------------------------

Its: Vice President - Human Resources           Its: Assistant Secretary
---------------------------------               -----------------------------

-19-

Attachment A

SCHEDULE OF FEES--FMC Technologies, Inc. Salaried Employees
Equivalent Retirement Plan

WACHOVIA EXECUTIVE SERVICES -
EXECUTIVE COMPENSATION AND OTHER
NON-QUALIFIED TRUST SERVICES

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

Non-qualified Trust Services include
rabbi, secular and other non-qualified
trusts providing benefits in addition
to those from qualified plans. Plans
specifically providing for change of
control benefits are also covered by
this Schedule of Fees. Charges are
quoted on an annual basis and are
payable quarterly.

STANDARD SERVICES
--------------------------------------------------------------------------------

I.  DOCUMENT REVIEW AND IMPLEMENTATION   A Document Review and Implementation
Fee will be charged to all new
accounts. This fee will be quoted by
account, based on the use of Wachovia's
proprietary documents, consulting and
legal time required, as well as
administrative requirements to
establish the account.

II. CUSTODIAL AND FIDUCIARY CHARGES      Ad Valorem Charges - An ad valorem fee
is assessed for all basic services
related to custody of funds and is
based on the total liability of all
covered plans or Arrangement. This fee
covers up to 5 (five) funds. The
following is the schedule of charges:

MARKET VALUE     RATE PER $1,000
------------     ---------------

First   $    500,000               $5.00
Next       1,500,000                2.60
Next       8,000,000                1.40
Next      40,000,000                 .50
Next      50,000,000                 .40
Over     100,000,000             Negotiated

A minimum ad valorem charge of $20,000
shall be applied. Fees covered by
Section III-IV and VII of this schedule
will be in addition to the minimum ad
valorem charge.

Insurance, Letter of Credit and    In applying the ad valorem schedule,
other Non-                         the cash surrender value of insurance,
letters of credit, unfunded liabilities
and other non-cash funding will
normally be discounted 75% prior to
change of

-20-

Cash Funding                       control. Following a change
of control, this discount will no
longer be used in computing ongoing
fees, and Wachovia will normally manage
assets not invested in insurance
products.

Employer Securities                 In applying the ad valorem schedule,
employer securities will normally be
discounted 50% prior to change of
control. Following change of control,
this discount will no longer be used in
computing ongoing fees.

Research                            Requests for research will be performed
at a cost of $100 per hour.

Additional Funds                    $500.00

Insurance Policy Storage            $5.00 per policy

III.   INVESTMENT MANAGEMENT             For individually managed portfolios, a
separate schedule will apply.
Proprietary mutual funds will be
charged in accordance with the
applicable prospectus. Any money market
fund must be a Wachovia Fund.

Wachovia Asset Management

IV.    BENEFIT PAYMENTS AND WIRES

Cash Benefit Payments

Periodic:  By check $2.50 plus postage
By ACH   $1.00 plus postage

Non-Periodic:       $25.00 plus postage

In-Kind Distributions      $50.00

Payment Set-up    $100.00

Stop Payments                     $20.00 initialization

Wires                             $20.00 each

V.     TAX REPORTING

State Tax Withholding             An annual charge of $75 per account
will apply for each state where
withholdings are requested or required.

Preparation and Filing of Form    For each 1041 required to be prepared
1041                              and filed, a fee of $150 will be
charged.

-21-

VI.    CHANGE OF CONTROL FEE             A one-time, $25,000  minimum fee plus
expenses will be charged for each
change of control in addition to fees
for ongoing services.

VII.   OTHER SERVICES                    Financial  planning services for
individuals and group educational or
communications materials are available.
Fees will be negotiated prior to
commencement.

Billable time plus out-of-pocket
expenses will be charged for consulting
services or other services not covered
by this schedule.

Meetings requiring the attendance of
one of Wachovia Executive Services'
Consultants are subject to a per diem
fee of $1,000 per day, per consultant,
plus travel expenses.

Participant recordkeeping and
performance measurement services shall
be charged in accordance with separate
schedules.

For on-line and PC downloading support,
appropriate additional charges will be
made.

The physical storage of insurance
policies is not included in the above
charges.

For account terminations less than two
years from inception, a minimum,
prorated ad valorem fee for the initial
two year period plus expenses will be
charged.

Additional reasonable fees will be
charged for services not covered by
this schedule.

-22-

Exhibit 10.8.a

FMC Technologies, Inc.
Savings and Investment Plan

(Adopted Effective as of September 28, 2001)

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

PAGE
----

TABLE OF CONTENTS ..........................................................   i

INTRODUCTION ...............................................................   1

ARTICLE I  Definitions .....................................................   1
-----------
Account ....................................................................   1
Account Balance ............................................................   1
Administrator ..............................................................   1
Affiliate ..................................................................   1
After-Tax Contribution .....................................................   2
After-Tax Contribution Account .............................................   2
After-Tax Contribution Election ............................................   2
Annuity Starting Date ......................................................   2
Basic Contributions ........................................................   2
Beneficiary ................................................................   2
Board ......................................................................   2
Break in Service ...........................................................   2
Code .......................................................................   3
Committee ..................................................................   3
Company ....................................................................   3
Company Contributions ......................................................   3
Company Contribution Account ...............................................   3
Company Stock ..............................................................   3
Company Stock Fund .........................................................   3
Compensation ...............................................................   3
Contingent Account .........................................................   4
Direct Rollover ............................................................   4
Disability .................................................................   4
Distributee ................................................................   4
Distribution Date ..........................................................   5
Effective Date .............................................................   5
Eligible Employee ..........................................................   5
Eligible Retirement Plan ...................................................   5
Eligible Rollover Distribution .............................................   5
Employee ...................................................................   6
Employment Commencement Date ...............................................   6
ERISA ......................................................................   6
FMC ........................................................................   6
FMC Matched Plan ...........................................................   6
FMC Plans ..................................................................   6
FMC Stock ..................................................................   6
FMC Stock Fund .............................................................   6
FMC Unmatched Plan .........................................................   6
Forfeiture .................................................................   6

-i-

PAGE
----

Funding Agent .............................................................    6
Highly Compensated Employee ...............................................    6
Hour of Service ...........................................................    7
Investment Fund ...........................................................    7
Leased Employee ...........................................................    8
Matched Participant .......................................................    8
Nonhighly Compensated Employee ............................................    8
Participant ...............................................................    8
Participating Employer ....................................................    8
Period of Separation ......................................................    8
Plan ......................................................................    8
Plan Year .................................................................    9
Pre-Tax Contribution

......................................................    9
Pre-Tax Contribution Account ..............................................    9
Pre-Tax Contribution Election .............................................    9
Required Beginning Date ...................................................    9
Rollover Contribution .....................................................    9
Rollover Contribution Account .............................................    9
Supplemental Contributions ................................................    9
Surviving Spouse ..........................................................    9
Trust .....................................................................    9
Trust Fund ................................................................    9
Trustee ...................................................................    9
Valuation Date ............................................................    9
Year of Service ...........................................................   10

ARTICLE II Participation ..................................................   10
-------------
2.1  Admission as A Participant ...........................................   10
2.2  Admission as a Matched Participant ...................................   10
2.3  Rehires ..............................................................   10
2.4  Provision of Information .............................................   11
2.3  Termination of Participation .........................................   11
2.4  Special Rules Relating to Veterans' Reemployment Rights ..............   11

ARTICLE III Contributions and Account Allocations .........................   12
-------------------------------------
3.1  Pre-Tax Contributions ................................................   12
3.2  After-Tax Contributions ..............................................   12
3.3  Rules Applicable to Both Pre-Tax and After-Tax Contributions .........   13
3.4  Company Contributions ................................................   13
3.5  Rollover Contributions ...............................................   14
3.6  Establishment of Accounts ............................................   14
3.7  Limitation on Annual Additions to Accounts ...........................   16
3.8  Reduction of Annual Additions ........................................   15
3.9  Limitations on Pre-Tax Contributions, After-Tax Contributions and
Company Contributions - Definitions ..................................   15
3.10 Maximum Amount of Pre-Tax Contributions ..............................   18

-ii-

PAGE
----

3.11 Correction of Excess Pre-Tax Contributions ..........................................   18
3.12 Actual Deferral Percentage Test .....................................................   19
3.13 Actual Contribution Percentage Test .................................................   20
3.14 Multiple Use of Alternative Limitation ..............................................   21

ARTICLE IV Vesting .......................................................................   22
-------
4.1  Vesting in After-Tax, Pre-Tax and Rollover Contributions Accounts ...................   22
4.2  Vesting in Company Contribution and Contingent Accounts .............................   22
4.3  Forfeitures .........................................................................   23

ARTICLE V Timing of Distributions to Participants ........................................   24
---------------------------------------
5.1  Separation from Service .............................................................   24
5.2  Start of Benefit Payments ...........................................................   24

ARTICLE VI Forms of Benefit, In-Service Withdrawals and Loans ............................   25
--------------------------------------------------
6.1  Cashout of Small Amounts ............................................................   25
6.2  Medium of Distribution ..............................................................   26
6.3  Forms of Benefit ....................................................................   26
6.4  Change in Form, Timing or Medium of Benefit Payment .................................   27
6.5  Direct Rollover of Eligible Rollover Distributions ..................................   27
6.6  In-service and Hardship Withdrawals .................................................   27
6.7  Loans ...............................................................................   30

ARTICLE VII Death Benefits ...............................................................   31
--------------
7.1  Payment of Account Balance ..........................................................   31
7.2  Failure to Name a Beneficiary .......................................................   31
7.3  Waiver of Spousal Beneficiary Rights ................................................   32

ARTICLE VIII  Special Forms of Benefit and
Death Benefit Terms Terms for Certain Prior to 2002 ........................   32
---------------------------------------------------
8.1  Applicability .......................................................................   32
8.2  Forms of Benefit for Certain Transferred Participants ...............................   33
8.3  Change in Form, Timing or Medium of Benefit Payment for Certain
Transferred Participants ............................................................   34
8.4  Waiver of Normal Form of Benefit for Certain Transferred Participants ...............   34
8.5  Payment of Account Balances of Certain Transferred Participants Who
Die Before Payment Begins ...........................................................   36
8.6  Failure to Name a Beneficiary for Certain Transferred Participants ..................   37
8.7  Waiver of Preretirement Survivor Annuity for Certain Transferred Participants .......   37

ARTICLE IX Fiduciaries ...................................................................   38
-----------
9.1  Named Fiduciaries ...................................................................   38
9.2  Employment of Advisers ..............................................................   39
9.3  Multiple Fiduciary Capacities .......................................................   39
9.4  Payment of Expenses .................................................................   39
9.5  Indemnification .....................................................................   39

-iii-

PAGE
----

ARTICLE X Plan Administration ..................................................................   40
-------------------
10.1  Powers, Duties and Responsibilities of the Administrator and the Committee ...............   40
10.2  Investment Powers, Duties and Responsibilities of the Administrator and Committee ........   40
10.3  Investment of Accounts ...................................................................   41
10.4  Valuation of Accounts ....................................................................   41
10.5  The Insurance Company ....................................................................   41
10.6  Compensation .............................................................................   42
10.7  Delegation of Responsibility .............................................................   42
10.8  Committee Members ........................................................................   42

ARTICLE XI Appointment of Trustee ..............................................................   42
----------------------

ARTICLE XII Plan Amendment or Termination ......................................................   43
-----------------------------
12.1  Plan Amendment or Termination ............................................................   43
12.2  Limitations on Plan Amendment ............................................................   43
12.3  Right to Terminate Plan or Discontinue Contributions .....................................   43
12.4  Bankruptcy ...............................................................................   43

ARTICLE XIII Miscellaneous Provisions ..........................................................   44
------------------------
13.1  Subsequent Changes .......................................................................   44
13.2  Merger or Transfer of Assets .............................................................   44
13.3  Benefits Not Assignable ..................................................................   44
13.4  Exclusive Benefit of Participants ........................................................   45
13.5  Benefits Payable to Minors, Incompetents and Others ......................................   45
13.6  Plan Not A Contract of Employment ........................................................   45
13.7  Source of Benefits .......................................................................   46
13.8  Proof of Age and Marriage ................................................................   46
13.9  Controlling Law ..........................................................................   46
13.10 Income Tax Withholding ...................................................................   46
13.11 Claims Procedure .........................................................................   46
13.12 Participation in the Plan by An Affiliate ................................................   48
13.13 Action by Participating Employers ........................................................   48
13.14 Dividends ................................................................................   48

ARTICLE XIV Top Heavy Provisions ...............................................................   48
--------------------
14.1  Top Heavy Definitions ....................................................................   48
14.2  Determination of Top Heavy Status ........................................................   51
14.3  Minimum Allocation for Top Heavy Plan ....................................................   51

APPENDIX A - Bargaining Units Covered Under the Plan ...........................................   54

APPENDIX B - Bargaining Units Matched Under the Plan ...........................................   55

APPENDIX C - Certain Participants Grandfathered in 1% Deferred or Contribution
Election Through December 31, 2001 .............................................................   56

-iv-

INTRODUCTION
------------

The FMC Technologies, Inc. Savings and Investment Plan ("Plan") is
hereby established effective as of September 28, 2001, in connection with a
spin-off of assets and liabilities from the FMC Corporation Savings and
Investment Plan and the FMC Corporation Savings and Investment Plan for
Bargaining Unit Employees ("FMC Plans").

The Company or its delegate may amend the Plan to meet applicable rules
and regulations of the Internal Revenue Service and the United States Department
of Labor, or, subject to the terms of any applicable collective bargaining
agreements, for other reasons the Company or its delegate deems necessary or
desirable.

The Plan is intended to be qualified under Code Section 401(a) and its
associated trust is intended to be tax exempt under Code Section 501(a). The
Plan is intended also to meet the requirements of ERISA, and will be
interpreted, wherever possible, to comply with the terms of the Code and ERISA.

ARTICLE I

Definitions
-----------

For purposes of the Plan, as amended, the following terms have the meanings
described below.

Account means any Pre-Tax Contribution Account, After-Tax Contribution
-------
Account, Company Contribution Account, Contingent Account and Rollover
Contribution Account established on behalf of a Participant.

Account Balance means the value of the Account maintained on behalf of
---------------
a Participant, determined as of any Valuation Date.

Administrator means the Company. The Plan is administered by the
-------------
Company through the Committee. The Administrator and the Committee have the
responsibilities specified in Article X.

Affiliate means any corporation, partnership, or other entity that is:
---------

(a)  a member of a controlled group of corporations of which the
Company is a member (as described in Code Section 414(b));

(b)  a member of any trade or business under common control with
the Company (as described in Code Section 414(c));

(c)  a member of an affiliated service group that includes the
Company (as described in Code Section 414(m));

(d)  an entity required to be aggregated with the Company
pursuant to regulations promulgated under Code Section 414(o); or

-1-

(e)  a leasing organization that provides Leased Employees to the
Company or an Affiliate (as determined under paragraphs (a) through
(d) above), unless: (i) the Leased Employees make up no more than 20%
of the nonhighly compensated workforce of the Company and Affiliates
(as determined under paragraphs (a) through (d) above); and (ii) the
Leased Employees are covered by a plan described in Code Section
414(n)(5).

"Leasing organization" has the meaning ascribed to it in the definition of
"Leased Employee" below.

For purposes of Section 3.7, the 80% thresholds of Code Sections 414(b) and (c)
are deemed to be "more than 50%," rather than "at least 80%."

After-Tax Contribution means the amount a Participant contributes in
----------------------
accordance with Section 3.2. A Matched Participant's After-Tax Contribution may
be made up of Basic Contributions, Supplemental Contributions or both.

After-Tax Contribution Account means the Account established for a
------------------------------
Participant pursuant to Section 3.6.2.

After-Tax Contribution Election means a Participant's election to make
-------------------------------
After-Tax Contributions in accordance with Section 3.3.1.

Annuity Starting Date means the first day of the first period for which
---------------------
an amount is paid in an annuity or other form of benefit. In the case of a lump
sum distribution, the Annuity Starting Date is the date payment is actually
made.

Basic Contributions means a Matched Participant's Pre-Tax Contributions
-------------------
and After-Tax Contributions not in excess of five percent of his or her
annualized Compensation.

Beneficiary means any person designated or deemed designated by a
-----------
Participant to receive any payment of Plan benefits due after the Participant's
death. A married Participant may name a primary Beneficiary other than his or
her Surviving Spouse only if the Surviving Spouse consents to the election in
the time frame and manner required by Section 7.3.

Board means the board of directors of the Company.
-----

Break in Service means a Period of Separation that lasts for at least
----------------
12 consecutive months, provided that, a Period of Separation beginning on the
first date of a maternity or paternity leave of absence and ending on the
12-month anniversary of such date will not constitute a Break in Service. For
purposes of this section, a "maternity or paternity leave of absence" means an
absence from work for any period by reason of (a) the Employee's pregnancy, (b)
birth of the Employee's child or (c) care of a child for a period immediately
following the birth or placement with the Employee.

-2-

Code means the Internal Revenue Code of 1986, as amended from time to
----
time. Reference to a specific provision of the Code includes that provision, any
successor to it and any valid regulation promulgated under the provision or
successor provision.

Committee means the FMC Technologies, Inc. Employee Welfare Benefits
---------
Plan Committee as described in Section 10.8, its authorized delegate and any
successor to the FMC Technologies, Inc. Employee Welfare Benefits Plan
Committee.

Company means FMC Technologies, Inc. and any successor to it.
-------

Company Contributions means the contributions made by the Employer to
---------------------
Matched Participants under Section 3.4.

Company Contribution Account means an account maintained as to each
----------------------------
Matched Participant, to which the Matched Participant's share of Company
contributions, FMC contributions made under the FMC Matched Plan for periods
after March 31, 1982, and all earnings and losses attributable thereto it, are
allocated.

Company Stock means the common stock of the Company.
-------------

Company Stock Fund means an Investment Fund established and maintained
------------------
by the Trustee as part of the Trust Fund to invest in Company Stock. All Plan
contributions placed in or directed to the Company Stock Fund and all dividends,
other earnings and appreciation on those contributions must be invested in
Company Stock, except as and to the extent it is deemed necessary or advisable
to maintain cash and cash equivalents to meet the Company Stock Fund's liquidity
needs. The Company Stock Fund is subject to investment restrictions as detailed
in Section 10.3.

Compensation means the total compensation paid by the Company or a
------------
Participating Employer to an Eligible Employee for each Plan Year that is
currently includible in gross income for federal income tax purposes:

(a)  including: overtime, administrative and discretionary bonuses
---------
(including completion bonuses, gainsharing bonuses and
performance related bonuses); sales incentive bonuses; field
premiums; back pay and sick pay; plus the Employee's Pre-Tax
Contributions and amounts contributed to a plan described in Code
Section 125 or 132; and the 9/12 of the incentive compensation
(including management incentive bonuses paid in both cash and
restricted stock and local incentive bonuses) paid during the
Plan Year for services rendered in the preceding Plan Year, and
the 3/12 of the incentive compensation (of the same types) paid
during the preceding Plan Year for services rendered in the Plan
Year preceding the preceding Plan Year (unless, the Participant
elects all such incentive compensation paid for prior Plan Years
to be included in Compensation for the prior Plan Years, or
unless the Participant elects that no such incentive compensation
will be included in his or her Compensation);

-3-

(b)   but excluding: hiring bonuses; referral bonuses; stay bonuses;
-------------
retention bonuses; awards (including safety awards, "Gutbuster"
awards and other similar awards); amounts received as deferred
compensation; disability payments from insurance or the Company's
long-term disability plan; workers' compensation benefits; state
disability benefits; flexible credits (i.e., wellness awards and
payments for opting out of benefit coverage); expatriate
premiums; grievance or settlement pay; pay in lieu of notice;
severance pay; incentives for reduction in force accrued (but not
earned) vacation; other special payments such as reimbursements,
relocation or moving expense allowances; stock options or other
stock-based compensation (except as provided above); any gross-up
paid by a Participating Employer on any amount paid that is
Compensation (as defined herein); other distributions that
receive special tax benefits; any amounts paid by a Participating
Employer to cover an Employee's FICA tax obligation as to amounts
deferred or accrued under any nonqualified retirement plan of a
Participating Employer; and any gross-up paid by a Participating
Employer on any amount paid that is not Compensation (as defined
herein).

Notwithstanding anything herein to the contrary, no amounts paid to a
Participant more than 30 days after his or her termination of employment with
the Company or a Participating Employer will be considered Compensation.

The annual amount of Compensation taken into account for a Participant
must not exceed $160,000 (as adjusted by Internal Revenue Service for
cost-of-living increases in accordance with Code Section 401(a)(17)(B)). A
Participant's Compensation will be conclusively determined according to the
Company's records.

Contingent Account means an account maintained as to each applicable
------------------
Participant, to which the Participant's share of any FMC contributions made
under the FMC Matched Plan for periods before April 1, 1982, and all earnings
and losses attributable to it, are maintained and allocated.

Direct Rollover means a payment by the Plan to the Eligible Retirement
---------------
Plan specified by a Distributee.

Disability means a medically determinable physical or mental impairment
----------
that makes the Participant unable to engage in any substantial gainful activity,
can be expected to result in death or be of long and indefinite duration, or has
lasted or can be expected to last for a continuous period of at least 12 months.
For purposes of the Plan, a Participant will be considered to have a Disability
at any time only if he or she is then eligible to receive Social Security
disability benefits.

Distributee means an Employee or former Employee. In addition, the
-----------
Employee's or former Employee's Surviving Spouse and the Employee's or former
Employee's spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined under Code Section 414(p), are Distributees
as to their Plan interests.

-4-

Distribution Date means the date FMC distributes its interest in the
-----------------
Company.

Effective Date means September 28, 2001.
--------------

Eligible Employee means an Employee of a Participating Employer, other
-----------------
than:

(a)   a Leased Employee;

(b)   a member of a bargaining unit covered by a collective
bargaining agreement that does not specifically provide for
participation in the Plan by members of the bargaining unit,
or that is not listed in Appendix A;

(c)   an Employee who is a nonresident alien of the United States; or

(d)   an individual working for a Participating Employer under a
contract that designates him or her as an independent contractor.

An employee who works for a non-U.S. Affiliate, and who would be an
Eligible Employee if the non-U.S. Affiliate were a Participating Employer, will
be an Eligible Employee during the period in which the employee has U.S. taxable
income, and the Company will be deemed to be the Employee's employer for Plan
purposes.

An individual's status as an Eligible Employee or not will be
conclusively determined by the Administrator, subject to the claims review
procedure described in Section 13.11.

The bargaining units whose members are covered by the Plan, and the
effective dates of that coverage, are listed in Appendix A.

Eligible Retirement Plan means an individual retirement account
------------------------
described in Code Section 408(a), an individual retirement annuity described in
Code Section 408(b), an annuity plan described in Code Section 403(a), or a plan
described in Code Section 401(a) that accepts the Distributee's Eligible
Rollover Distribution. In the case of an Eligible Rollover Distribution paid to
a Surviving Spouse, an Eligible Retirement Plan is either an individual
retirement account or individual retirement annuity, and does not include an
annuity plan or a Code Section 401(a) plan.

Eligible Rollover Distribution means any distribution of all or any
------------------------------
portion of the balance to the credit of the Distributee, other than (a) a
distribution that is one of a series of substantially equal periodic payments
made (no less frequently than annually) for the life (or life expectancy) of the
Distributee and the Distributee's Beneficiary, or for a specified period of ten
years or more; (b) the portion of a distribution that is required to be made
under Code Section 401(a)(9); (c) the portion of a distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation for employer securities); or (iv) a "hardship
distribution" within the meaning of Code Section 402(c)(4).

-5-

Employee means (a) a common law employee of the Company or an Affiliate
--------
who is paid as an employee from the payroll of the Company or an Affiliate and
treated as an employee, or (b) a Leased Employee.

Employment Commencement Date means the date on which the Employee first
----------------------------
performs an Hour of Service.

ERISA means the Employee Retirement Income Security Act of 1974, as
-----
amended from time to time. Reference to a specific provision of ERISA includes
the provision, any successor provision and any valid regulation promulgated
under the provision or successor provision.

FMC means FMC Corporation, a Delaware corporation.
---

FMC Matched Plan means the FMC Corporation Savings and Investment Plan.
----------------

FMC Plans means the FMC Corporation Savings and Investment Plan and the
---------
FMC Corporation Savings and Investment Plan for Bargaining Unit Employees.

FMC Stock means the common stock of FMC.
---------

FMC Stock Fund means an Investment Fund established and maintained by
--------------
the Trustee as part of the Trust Fund to invest in FMC Stock. All Plan
Contributions placed in or directed to the FMC Stock Fund and all dividends,
other earnings and appreciation on those contributions must be invested only in
FMC Stock, except as and to the extent it is deemed necessary or advisable to
maintain cash and cash equivalents to meet the FMC Stock Fund's liquidity needs.
The FMC Stock Fund is subject to investment restrictions as detailed in Section
10.3. Notwithstanding anything herein to the contrary, any dividend payable on
FMC Stock as a result of FMC's distribution of its interest in the Company shall
not be required to be reinvested in FMC Stock.

FMC Unmatched Plan means the FMC Corporation Savings and Investment
------------------
Plan for Bargaining Unit Employees.

Forfeiture means any portion of a Matched Participant's Company
----------
Contribution Account that is forfeited under Section 4.3.

Funding Agent means the Trustee or any legal reserve life insurance
-------------
company selected by the Administrator or the Committee to receive Plan
contributions and pay Plan benefits.

Highly Compensated Employee  means an Employee who:
---------------------------

(a)   at any time during the Determination Year or the Look-Back
Years owns (or is considered under Code Section 318 to own)
more than five percent of the Company or an Affiliate; or

(b)   had more than $80,000, as adjusted, in compensation (as
defined in Code Section 415(c)(3)) from the Company and the
Affiliates during the Look-Back Year.

-6-

The "Determination Year" is the Plan Year for which the determination of who is
a Highly Compensated Employee is being made, and the `Look-Back year' is the
12-month period immediately preceding the Determination Year.

A former Employee of the Company or an Affiliate is a Highly
Compensated Employee for a given Determination Year if he or she separated from
service (or was deemed to have separated) before the Determination Year,
performs no services for a Participating Employer during the Determination Year,
and was a Highly Compensated Employee for the Plan Year during which he or she
separated from service (or was deemed to have separated) or for any
Determination Year ending on or after his or her 55th birthday.

The Secretary of the Treasury or its delegate will adjust the $80,000
limit from time to time, to reflect increases in the cost of living. Employees
who are nonresident aliens and receive no earned income (within the meaning of
Code Section 911(d)(2)) from the Company and its Affiliates that constitutes
income from sources within the United States (within the meaning of Code Section
861(a)(3)) are not treated as Employees for purposes of this definition.

Hour of Service means each hour for which an Employee is directly or
---------------
indirectly paid or entitled to payment by the Company or an Affiliate:

(a)  for the performance of duties;

(b)  on account of a period of time during which no duties were
performed, provided that Hours of Service will not be credited
for payments made or due under a plan maintained solely for the
purpose of complying with applicable workers' compensation,
unemployment compensation, or disability insurance laws, or for
payments that reimburse an Employee's for medically related
expenses; and

(c)  for which back pay, irrespective of mitigation of damages, is
awarded or agreed to by the Company, provided that, the same
Hours of Service have not already been credited under (a) or (b)
above.

No more than 501 Hours of Service will be credited for any single continuous
period of time during which the Employee performed no duties. The determination
of Hours of Service for reasons other than the performance of duties shall be
determined in accordance with the provisions of Labor Department Regulations
Section 2530.200b-2(b), which are incorporated herein by reference, and Hours of
Service shall be credited to computation periods in accordance with the
provisions of Labor Department Regulations Section 2530.200b-2(c), which are
incorporated herein by reference.

Investment Fund means an investment fund, if any, established or
---------------
selected by the Administrator pursuant to Section 10.3.

-7-

Leased Employee means an individual who performs services for the
---------------
Company or an Affiliate on a substantially full-time basis, for a period of at
least one year, under the primary direction or control of the Company or
Affiliate, and under an agreement between the Company or Affiliate and a leasing
organization. The leasing organization can be a third party or the Leased
Employee himself or herself.

Matched Participant means a Participant who is eligible to receive
-------------------
Company Contributions under Section 3.4, including, each (a) salaried
Participant, (b) non-union hourly Participant and (c) Participant who is a
member of a bargaining unit covered by a collective bargaining agreement that
specifically provides for a Company Contribution under the Plan to the eligible
members of the bargaining unit. The bargaining units whose members are eligible
for a Company Contribution under Section 3.4, and the effective dates of
eligibility for such contribution, are listed on Appendix B.

Nonhighly Compensated Employee means an Employee who is not a Highly
------------------------------
Compensated Employee. Participant means an Eligible Employee who has begun but
not ended his or her participation in the Plan pursuant to the provisions of
Article II.

Participating Employer means the Company and each other Affiliate that
----------------------
adopts the Plan with the consent of the Company, as provided in Section 13.12.

Period of Separation means a continuous period of time when the
--------------------
Employee is not employed by the Company or an Affiliate. A Period of Separation
begins on the date an Employee retires, dies, separates from service due to
Disability, quits or is discharged, or, if earlier, on the 12-month anniversary
of the date the Employee was otherwise first absent from service.
Notwithstanding the foregoing, a Period of Separation does not begin if the
Employee is:

(a)   on a leave of absence authorized by the Company or an
Affiliate in accordance with standard personnel policies
applied in a nondiscriminatory manner to all similarly
situated Employees, and returns to active employment with the
Company or Affiliates as soon as the leave expires;

(b)   on a military leave while the Employee's reemployment rights
are protected by law, and returns to active employment with
the Company or Affiliate within 90 days after his or her
discharge or release (or such longer period as may be
prescribed by law); or

(c)   on a layoff, and returns to work with the Company or an
Affiliate within the period of time and in the manner
necessary to maintain seniority according to the rules of the
Company or Affiliate in effect at the time of the return.

Plan means the FMC Technologies, Inc. Savings and Investment Plan. The
----
Plan is a single employer plan.

-8-

Plan Year means the 12-month period beginning on each January 1 and
---------
ending on the next December 31. The period from the Effective Date through
December 31, 2001 is a short Plan Year.

Pre-Tax Contribution means the amount that otherwise would have been
--------------------
paid as Compensation that is, before taxes, converted to a Participating
Employer contribution in accordance with Section 3.1. A Matched Participant's
Pre-Tax Contribution may be made up of Basic Contributions, Supplemental
Contributions or both.

Pre-Tax Contribution Account means the Account established for a
----------------------------
Participant pursuant to Section 3.6.1.

Pre-Tax Contribution Election means the Participant's election to make
-----------------------------
Pre-Tax Contributions in accordance with Section 3.3.1.

Required Beginning Date is defined in Section 5.2.3.
-----------------------

Rollover Contribution means an amount received from a deferred
---------------------
compensation plan that is qualified under Code Section 401 or 403(a), and which
is rolled over to the Plan pursuant to Code Section 402(c). A Rollover
Contribution can be either a Direct Rollover or an amount distributed to a
Participant and then rolled over. In addition, if an Employee had deposited an
Eligible Rollover Distribution into an individual retirement account as defined
in Code Section 408, he or she may transfer the amount of the distribution plus
earnings from the individual retirement account to the Plan, if the rollover
amount is deposited with the Trustee within 60 days after receipt from the
individual retirement account, and the rollover meets the other requirements of
Code Section 408(d)(3)(A)(ii).

Rollover Contribution Account means the Account established for a
-----------------------------
Participant pursuant to Section 3.6.3.

Supplemental Contributions means a Matched Participant's Pre-Tax
--------------------------
Contributions and After-Tax Contributions in excess of five percent of his or
her annualized Compensation.

Surviving Spouse means the person legally married to a Participant on
----------------
the date of his or her death or on his or her Annuity Starting Date, whichever
is earlier.

Trust means the trust established under the Plan, to which Plan
-----
contributions are made and in which Plan assets are held.

Trust Fund means the assets of the Trust held by or in the name of the
----------
Trustee.

Trustee means the institution appointed as Trustee pursuant to Article
-------
XI of the Plan, and any successor Trustee.

Valuation Date means each business day of the Plan Year.
--------------

-9-

Year of Service means the total number of calendar months during which
---------------
the Employee is employed by the Company or an Affiliate, divided by 12,
including any Period of Separation that does not constitute a Break in Service.
A partial month of employment counts as a whole month. An Employee's Years of
Service do not include any Breaks in Service.

ARTICLE II

Participation
-------------

2.1      Admission as a Participant
--------------------------

An Employee becomes a Participant as of the date he or she satisfies
all of the following requirements:

(a)    the Employee is an Eligible Employee;

(b)    the Employee either (i) is a permanent, full-time Employee, (ii)
is a permanent, part-time employee eligible for benefits, or
(iii) has completed at least 1,000 Hours of Service in a
12-month period beginning on his or her Employment Commencement
Date or an anniversary of his or her Employment Commencement
Date;

(c)    the Employee has filed with the Administrator a Pre-Tax
Contribution Election or After-Tax Contribution Election; and

(d)    the Employee's election has become effective according to
uniform and nondiscriminatory rules established by the
Administrator.

2.2      Admission as a Matched Participant
----------------------------------

A Participant becomes a Matched Participant as of the date he or she
satisfies all of the following requirements:

(a)    the Participant satisfies one of the conditions for being a
Matched Participant;

(b)    the Participant has filed with the Administrator a Pre-Tax
Contribution Election or After-Tax Contribution Election; and

(c)    the Participant's election has become effective according to
uniform and nondiscriminatory rules established by the
Administrator.

2.3      Rehires
-------

A Participant or Eligible Employee who is rehired as an Eligible
Employee after a Period of Separation becomes an active Participant by filing
with the Administrator a Pre-Tax Contribution Election or After-Tax Contribution
Election. When the Employee's election becomes effective, the Participant or
Eligible Employee will again become an active Participant. If such a Participant
satisfies one of the conditions for being a Matched Participant, the

-10-

Participant becomes an active Matched Participant by filing with the
Administrator a Pre-Tax Contribution Election or After-Tax Contribution
Election. When the Pre-Tax Contribution Election or After-Tax Contribution
Election becomes effective, the Matched Participant will become an active
Matched Participant.

2.4      Provision of Information
------------------------

The Administrator may provide for paper, telephonic or electronic means
of enrollment. Each Participant must execute the forms or follow the telephonic
or electronic procedures required by the Administrator and make available to the
Administrator any information it reasonably requests. As a condition of
participating in the Plan, an Employee agrees, on his or her own behalf and on
behalf of all persons who may have or claim any right by reason of the
Employee's participation in the Plan, to be bound by all provisions of the Plan
and by any agreement entered into pursuant to the Plan, each as interpreted by
the Administrator in its uniform and nondiscriminatory discretion.

2.5      Termination of Participation
----------------------------

A Participant ceases to be a Participant when he or she dies or, if
earlier, when his or her entire Account Balance has been paid to him or her. A
Matched Participant ceases to be a Matched Participant when he or she no longer
satisfies one of the conditions for being a Matched Participant.

2.6      Special Rules Relating to Veterans' Reemployment Rights
-------------------------------------------------------

The following special provisions will apply to an Eligible Employee or
Participant who is reemployed in accordance with the reemployment provisions of
the Uniformed Services Employment and Reemployment Rights Act ("USERRA")
following a period of qualifying military service (as determined under USERRA)
and will be interpreted in a manner consistent with Code Section 414(u).

2.6.1 Each period of qualifying military service served by an Eligible
Employee or Participant will, upon his or her reemployment as an Eligible
Employee, be deemed to constitute service with the Participating Employer for
all Plan purposes.

2.6.2 The Participant will be permitted to make up Pre-Tax and/or
After-Tax Contributions missed during the period of qualifying military service,
so long as he or she does so during the period of time beginning on the date of
the Participant's reemployment with the Participating Employer following his or
her period of qualifying military service and extending over the lesser of (a)
three times the length of the Participant's period of qualifying military
service, and (b) five years.

2.6.3 The Participating Employer will not credit earnings to a
Participant's Account with respect to any Pre-Tax or After-Tax Contribution
before the contribution is actually made.

2.6.4 A reemployed Matched Participant will be entitled to accrued
benefits attributable to Pre-Tax or After-Tax Contributions only if they are
actually made.

-11-

2.6.5 For all Plan purposes, including the Participating Employer's
liability for making contributions on behalf of a reemployed Participant as
described above, the Participant will be treated as having received Compensation
from the Participating Employer based on the rate of Compensation the
Participant would have received during the period of qualifying military
service, or if that rate is not reasonably certain, on the basis of the
Participant's average rate of Compensation during the 12-month period
immediately preceding the period of qualifying military service.

2.6.6 If a Participant makes a Pre-Tax or After-Tax Contribution in
accordance with the foregoing provisions of this Section 2.6:

(a)    those contributions will not be subject to any otherwise
applicable limitation under Code Section 402(g), 404(a) or 415,
and will not be taken into account in applying those limitations
to other contributions under the Plan or any other plan, for the
year in which the contributions are made; the contributions will
be subject to the above-referenced limitations only for the year
to which the contributions relate and only in accordance with
regulations prescribed by the Internal Revenue Service; and

(b)    the Plan will not be treated as failing to meet the requirements
of Code Section 401(a)(4), 401(a)(26), 401(k)(3), 410(b) or 416
by reason of the contributions.

ARTICLE III

Contributions and Account Allocations
-------------------------------------

3.1      Pre-Tax Contributions
---------------------

The Company will transmit to the Funding Agent the Pre-Tax
Contributions for the Participants. To determine the amount it must transmit for
each Participant, the Company will multiply the percentage elected by the
Participant in his or her Pre-Tax Contribution Election by the Participant's
Compensation.

3.2      After-Tax Contributions
-----------------------

The Company will transmit to the Funding Agent the After-Tax
Contributions for the Participants. To determine the amount it must transmit for
each Participant, the Company will multiply the percentage elected by the
Participant in his or her After-Tax Contribution Election by the Participant's
Compensation.

-12-

3.3      Rules Applicable to Both Pre-Tax and After-Tax Contributions
------------------------------------------------------------

3.3.1 In making his or her Pre-Tax Contribution Election and After-Tax
Contribution Election, a Participant must choose to defer or contribute between
2% and 20% of his or her Compensation, in 1% increments. The Participant's
Pre-Tax Contribution Election and After-Tax Contribution Election cannot
together total more than 20% of his or her Compensation. For certain
Participants listed on Appendix C for periods beginning on the Effective Date
through December 31, 2001, the minimum deferral or contribution election may be
less than 2% under the Participants' prior election under the FMC Plans. The
Administrator may reduce the amount of any Pre-Tax Contribution Election, or
make such other modifications it deems necessary, so that the Plan complies with
the provisions of Code Section 401(k). Pre-Tax and After-Tax Contributions will
be made on a payroll deduction basis and in accordance with uniform and
nondiscriminatory rules and procedures established by the Administrator. A
Participant's Salary Deferral Election will apply only to Compensation paid to
the Participant while he or she is an Eligible Employee.

3.3.2 A Participant may change his or her Pre-Tax or After-Tax
Contribution Election percentage or discontinue making Pre-Tax Contributions or
After-Tax Contributions, as frequently as permitted by the Administrator, by
completing the form or following any other election change procedure prescribed
by the Administrator. An election change will become effective according to the
uniform and nondiscriminatory rules established by the Administrator.

3.3.3 Pre-Tax and After-Tax Contributions will be delivered to the
Funding Agent as of the earliest date they are known and can reasonably be
segregated from the general assets of the Participating Employer. In no event
will that date be later than the 15th business day of the month following the
month they would have been paid to the Participant if he or she had not chosen
to defer their payment or contribute them to the Plan.

3.3.4 Notwithstanding any other provision of the Plan, the amount
contributed by the Participating Employers as Pre-Tax Contributions and by
Participants as After-Tax Contributions must not exceed, in the aggregate, 15%
of the total Compensation for the Plan Year for those Participants employed by
the Participating Employers eligible for an allocation for that Plan Year. In
addition, the amount contributed by the Participating Employers to this Plan or
any other qualified plan maintained by the Participating Employers pursuant to a
Participant's Pre-Tax Contribution Election must not exceed the Code Section
402(g) limit applicable for that calendar year.

3.4      Company Contributions
---------------------

3.4.1 For each contribution period, as defined in Section 3.4.2, the
Company will make a Company Contribution to the Company Contribution Account of
each Matched Participant equal to:

(a)    the applicable percentage of all Basic Contributions made by the
Matched Participant for that contribution period and initially
invested in the Company Stock Fund, or, for periods beginning
before the Distribution Date, the FMC Stock Fund; plus

-13-

(b)    the applicable percentage of all Basic Contributions made by the
Matched Participant for that contribution period and initially
invested in any Investment Funds other than the Company Stock
Fund, or, for periods beginning before the Distribution Date,
the FMC Stock Fund; less

(c)    any Forfeitures credited against the Company Contribution for
that contribution period.

No Company Contribution will be made with respect to Supplemental Contributions.

The applicable percentage for a Plan Year will be determined by the
Company before the start of the Plan Year. It is currently anticipated that the
applicable percentage will be different for Basic Contributions initially
invested in the Company Stock Fund, or, for periods beginning before the
Distribution Date, the FMC Stock Fund, than for Basic Contributions initially
invested in other Investment Funds. The Company will communicate the applicable
percentages for each Plan Year as soon as possible after they are determined.

3.4.2 The Company Contribution for each contribution period will be
paid to the Funding Agent as soon as practicable. The Company Contribution will
be allocated to each Matched Participant who made Basic Contributions during
that contribution period, by multiplying the Matched Participant's own Basic
Contributions for the contribution period by the applicable percentages
determined for the Matched Participant, as described above. All Company
Contributions will be invested in the Company Stock Fund or, for periods
beginning before the Distribution Date, the FMC Stock Fund. Each calendar week
will be a contribution period. Subject to the special provisions of Section 3.13
through 3.15, all Company Contributions for a Plan Year will be allocated to
Matched Participants' Company Contribution Accounts no later than the due date
(including all extensions) of the Company's federal tax return for the fiscal
year of the Company ending with or within the Plan Year.

3.5      Rollover Contributions
----------------------

With the approval of the Administrator, a Participant or Eligible
Employee may make a Rollover Contribution to the Plan. A Participant's Rollover
Contribution will be allocated to his or her Rollover Contribution Account no
later than the first day of the month following the month in which the
contribution is made. A Rollover Contribution must be made in cash. If an
Employee makes a contribution that was intended to be a Rollover Contribution
and the Funding Agent later discovers it was not a Rollover Contribution, the
Funding Agent will distribute the balance of the Participant's Rollover
Contribution Account to him or her as soon as practicable.

3.6      Establishment of Accounts
-------------------------

3.6.1 Each Participant to whom Pre-Tax Contributions are allocated will
have a Pre-Tax Contribution Account. The Pre-Tax Contribution Account will be
credited with the Pre-Tax Contributions allocable to the Participant and the
income on those contributions, and will be debited with expenses, losses,
withdrawals and distributions chargeable to those contributions.

3.6.2 Each Participant who makes After-Tax Contributions will have an
After-Tax Contribution Account. The After-Tax Contribution Account will be
credited with the After-Tax

-14-

Contributions the Participant makes and the income on those contributions, and
will be debited with expenses, losses, withdrawals and distributions chargeable
to those contributions.

3.6.3 Each Matched Participant who makes Basic Contributions will have
a Company Contribution Account. The Company Contribution Account will be
credited with any Company Contributions made on behalf of the Matched
Participant under Section 3.4, and the income on those contributions, and will
be debited with expenses, losses, withdrawals and distributions chargeable to
those contributions.

3.6.4 Each Participant who makes a Rollover Contribution to the Plan
pursuant to Section 3.5 will have a Rollover Contribution Account. The Rollover
Contribution Account will be credited with all Rollover Contributions made by
the Participant and the income on those contributions, and will be debited with
expenses, losses, withdrawals and distributions chargeable to those
contributions.

3.7      Limitation on Annual Additions to Accounts
------------------------------------------

Notwithstanding any provision of the Plan to the contrary, the total
annual additions allocated for any Plan Year to the Account of a Participant and
to his or her accounts under any other defined contribution plan maintained by
the Company or an Affiliate must not exceed $30,000 or 25% of the Participant's
Compensation. For purposes of this Section 3.7, "annual additions" include all
Pre-Tax Contributions, After-Tax Contributions, Company Contributions and
Forfeitures allocated to the Participant's Accounts for the Plan Year, except
for Excess Pre-Tax Contributions (as described in Section 3.11.4) distributed to
the Participant by April 15 following the year for which they were contributed
to the Plan. "Annual additions" also include any employer and employee
contributions and forfeitures allocated for the Plan Year under other defined
contribution plans of the Company and the Affiliates.

3.8      Reduction of Annual Additions
-----------------------------

If the annual additions allocated to a Participant's Accounts for the
Plan Year exceed the limitation described in Section 3.7, annual additions, with
their earnings, will be returned to the Participant in the minimum amount
necessary to meet the limitation on annual additions. Supplemental Contributions
(both After-Tax Contributions and Pre-Tax Contributions, in that order) will be
returned first, and if there are not enough to satisfy the limitation on annual
additions, Basic Contributions (both After-Tax Contributions and Pre-Tax
Contributions, in that order) will be returned. If, after all of the
Participant's Supplemental and Basic Contributions have been returned, the
annual additions allocated to the Participant's Account for the Plan Year still
exceed the limitation described in Section 3.7, the excess amounts attributable
to Company Contributions will be held in a suspense account containing the
excess amounts attributable to Company Contributions for all Matched
Participants, and will be used to reduce the Company Contributions for the
following Plan Year (and later Plan Years, if necessary), before any Company
Contributions that would be annual additions for the next Plan Year (or later
Plan Years, if necessary) are made to the Plan.

-15-

3.9      Limitations on Pre-Tax Contributions, After-Tax Contributions and
-----------------------------------------------------------------
Company Contributions - Definitions
-----------------------------------

For purposes of Sections 3.9 through 3.15, the terms defined below have
the meanings ascribed to them in this Section 3.9.

3.9.1 Actual Contribution Percentage means the sum of any After-Tax
Contributions and Company Contributions allocated to the Eligible Participant
for the Plan Year, plus any of the Eligible Participant's Pre-Tax Contributions
treated as Company Contributions for the Plan Year, divided by the Eligible
Participant's Plan Year Compensation, and stated as a percentage. All after-tax
employee contributions and employer matching contributions made on behalf of a
Highly Compensated Employee under all plans of the Company and its Affiliates
will be aggregated to determine the Highly Compensated Employee's Actual
Contribution Percentage. A Company Contribution that is treated as a Pre-Tax
Contribution under Section 3.13.7 is subject to Section 3.13 and is not taken
into account in calculating an Eligible Participant's Actual Contribution
Percentage. A Company Contribution that is forfeited to correct Excess Aggregate
Contributions, or because the contribution to which it relates is treated as an
Excess Contribution, Excess Pre-Tax Contribution or Excess Aggregate
Contribution is not taken into account in calculating the Eligible Participant's
Actual Contribution Percentage. The Actual Contribution Percentage of an
Eligible Participant who does not make a Pre-Tax Contribution Election or an
After-Tax Contribution Election is 0.0%.

3.9.2 Actual Deferral Percentage means the amount of Pre-Tax
Contributions allocated to the Eligible Participant for the Plan Year, divided
by his or her Plan Year Compensation, stated as a percentage. In calculating the
Actual Deferral Percentage, Pre-Tax Contributions include Excess Pre-Tax
Contributions for Highly Compensated Employees (whether they were made under
plans of unrelated employers or plans of the same or related employers) but do
not include Excess Pre-Tax Contributions for Nonhighly Compensated Employees.
The Actual Deferral Percentage of an Eligible Participant who does not make a
Pre-Tax Contribution Election is 0.0%.

3.9.3 Aggregate Limit means the greater of:

(a)   the sum of:

(i)     1.25 times the Average Actual Deferral Percentage or the
Average Actual Contribution Percentage of the group,
whichever is larger; and

(ii)    two percentage points plus the Average Actual Deferral
Percentage or the Average Actual Contribution Percentage
of the group, whichever is less, but in no event more
than twice the lesser of the group's Average Actual
Deferral Percentage and its Average Actual Contribution
Percentage; and

(b)   the sum of:

(i)     1.25 times the Average Actual Deferral Percentage or the
Average Actual Contribution Percentage of the group,
whichever is less; and

-16-

(ii)   two percentage points plus the Average Actual Deferral
Percentage or the Average Actual Contribution Percentage
of the group, whichever is larger, but in no event more
than twice the larger of the group's Average Actual
Deferral Percentage and its Average Actual Contribution
Percentage.

For purposes of this Section 3.10.3, the "group" is the group of Eligible
Participants who are Nonhighly Compensated Employees for the preceding Plan
Year.

3.9.4 Average Actual Contribution Percentage means the average of the
Actual Contribution Percentages of the Eligible Participants in a group.

3.9.5 Average Actual Deferral Percentage means the average of the
Actual Deferral Percentages of the Eligible Participants in a group.

3.9.6 Eligible Participant means any Employee who is eligible to make a
Pre-Tax Contribution Election or an After-Tax Contribution Election any time
during the Plan Year.

3.9.7 Excess Aggregate Contributions means, for any Plan Year, the
excess of the Company and After-Tax Contributions (and any Pre-Tax Contributions
or pre-tax salary deferrals under other plans taken into account in determining
the Actual Contribution Percentages) actually made on behalf of Highly
Compensated Employees for the Plan Year, over the maximum amount of Company and
After-Tax Contributions permitted under Section 3.14 for the Plan Year. The
amount of the Excess Aggregate Contribution for any given Eligible Participant
is determined by making bookkeeping reductions (as opposed to actual reductions)
in contributions. The reductions will be made by reducing the Company and
After-Tax contributions for the Highly Compensated Employee with the highest
combined dollar amount of Company and After-Tax Contributions by the lesser of:
(a) the amount necessary for the dollar amount of that Highly Compensated
Employee's combined Company and After-Tax Contributions to equal the combined
dollar amount of the Company and After-Tax Contributions of the Highly
Compensated Employee with the next highest combined dollar amount of Company and
After-Tax Contributions; and (b) the amount necessary for the Plan to satisfy
the Actual Contribution Percentage Test. The Administrator will repeat this
bookkeeping procedure until the Plan satisfies the Actual Contribution
Percentage Test of Section 3.14. For each Highly Compensated Employee's
reductions, the Administrator will begin by making reductions in his or her
Company Contributions, and will reduce the Highly Compensated Employee's
After-Tax Contributions only if his or her Company contributions for the Plan
Year have been reduced to zero and it is still necessary to reduce his or her
Plan Year contributions. The amount of any Highly Compensated Employee's Excess
Aggregate Contributions is calculated after determining the Excess Contribution
to be recharacterized as After-Tax Contributions for the Plan Year.

3.9.8 Excess Contributions means for any Plan Year, the excess of the
Pre-Tax Contributions (and any Company contributions taken into account in
determining the Actual Deferral Percentages) that are made on behalf of Highly
Compensated Employees for the Plan Year, over the maximum amount of Pre-Tax
Contributions permitted under Section 3.13 for the Plan Year. The amount of the
Excess Contribution for any given Eligible Participant is determined by making
bookkeeping reductions (as opposed to actual reductions) in

-17-

contributions. The reduction will be made by reducing the Pre-Tax Contributions
for the Highly Compensated Employee with the highest dollar amount of Pre-Tax
Contributions by the lesser of: (a) the amount necessary for the dollar amount
of that Highly Compensated Employee's Pre-Tax Contributions to equal the dollar
amount of the Pre-Tax Contributions for the Highly Compensated Employee with the
next highest dollar amount of Pre-Tax Contributions, and (b) the amount
necessary for the Plan to satisfy the Actual Deferral Percentage Test. The
Administrator will repeat this bookkeeping procedure until the Plan satisfies
the Actual Deferral Percentage Test set forth in Section 3.13.

3.9.9 Excess Pre-Tax Contribution means the amount of Pre-Tax
Contributions for a calendar year that are includible in a Participant's gross
income under Code Section 402(g) because the Participant's elective deferrals
exceed the dollar limitation under Code Section 402(g) as determined under
Sections 3.11 and 3.12.

3.10     Maximum Amount of Pre-Tax Contributions
---------------------------------------

The total amount of Pre-Tax Contributions, 401(k) contributions under
another qualified plan, and deferrals under a Code Section 403(b) annuity, a
simplified employee pension and/or a simple retirement account allocated to a
Participant in any calendar year cannot exceed the dollar limitation in effect
under Code Section 402(g) for that year.

3.11     Correction of Excess Pre-Tax Contributions
------------------------------------------

3.11.1 Excess Pre-Tax Contributions, as adjusted per Section 3.12.2,
will be distributed to each Participant on whose behalf they were made no later
than the first April 15 following the close of the taxable year of the
Participant for which they were allocated. In no event may the amount
distributed under this Section 3.12 exceed the Participant's total Pre-Tax
Contributions (as adjusted under Section 3.12.2 for income and losses allocable
to them) for the taxable year for which he or she had Excess Pre-Tax
Contributions.

3.11.2 The Excess Pre-Tax Contributions to be distributed to a
Participant will be adjusted for income or losses through the close of the Plan
Year for which they were made. Income and losses allocable to a Participant's
Excess Pre-Tax Contributions will be determined in a nondiscriminatory manner
(within the meaning of Code Section 401(a)(4)) consistent with the valuation of
Participant Accounts under Section 10.4.

3.11.3 If a Participant has Excess Pre-Tax Contributions, but only when
taking into account his or her pre-tax contributions under another plan, in
order to receive a distribution of Excess Pre-Tax Contributions, he or she must
make a written claim to the Administrator no later than the March 15 following
the taxable year of the Participant for which the contributions were made. The
claim must specify the amount of the Participant's Excess Pre-Tax Contributions
for the preceding taxable year and be accompanied by the Participant's written
statement that if those amounts are not distributed, the Participant's Pre-Tax
Contributions, when added to amounts deferred under other plans or arrangements
described in Code Sections 401(k), 402(h)(1)(B) (a simplified employee pension),
403(b) (an annuity plan) or 408(p)(2)(A)(i) (a simple retirement plan) will
exceed the limit imposed on the Participant by Code Section 402(g) for the year
in which the deferral occurred.

-18-

3.11.4 Excess Pre-Tax Contributions distributed prior to the first
April 15 following the close of the Participant's taxable year will not be
treated as Annual Additions under Section 3.7 for the preceding Limitation Year.

3.11.5 Any Pre-Tax Contributions that are properly distributed under
Section 3.8 as excess Annual Additions are disregarded in determining if there
are any Excess Pre-Tax Contributions.

3.12     Actual Deferral Percentage Test
-------------------------------

3.12.1 The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year may not exceed the
greater of:

(a)    the Average Actual Deferral Percentage for Eligible Participants
who are Nonhighly Compensated Employees for the Plan Year
multiplied by 1.25; and

(b)    the lesser of:

(i)   the Average Actual Deferral Percentage for Eligible
Participants who are Nonhighly Compensated Employees for
the Plan Year multiplied by two and

(ii)  the Average Actual Deferral Percentage for Eligible
Participants who are Nonhighly Compensated Employees for
the Plan Year plus two percentage points.

3.12.2 The provisions of Code Section 401(k)(3) are incorporated by
reference.

3.12.3 If this Plan satisfies the requirements of Code Sections
401(a)(4), 401(k), and 410(b) only if aggregated with one or more other plans,
or if one or more other plans satisfy the requirements of those Code sections
only if aggregated with this Plan, then this Section 3.13 is applied by
determining the Actual Deferral Percentages of Eligible Participants as if all
the plans were a single plan.

3.12.4 The Administrator also may treat one or more plans as a single
plan with the Plan whether or not the aggregated plans must be aggregated to
satisfy Code Sections 401(a)(4) and 410(b). However, those plans must then be
treated as one plan under Code Sections 401(a)(4), 401(k), and 410(b). Plans may
be aggregated under this Section 3.13.4 only if they have the same plan year.

3.12.5 Pre-Tax Contributions may be considered made for a Plan Year if
made no later than the end of the 12-month period beginning on the day after the
close of the Plan Year.

3.12.6 The determination and treatment of the Pre-Tax Contributions and
Actual Deferral Percentage of any Participant must satisfy all requirements
prescribed by the Secretary of the Treasury, including, without limitation,
record retention requirements.

-19-

3.12.7 The Administrator will limit the election and allocation of
Pre-Tax Contributions in order to avoid the creation of Excess Contributions. If
and to the extent necessary or desirable, the Administrator will recharacterize
Excess Contributions as After-Tax Contributions, or will distribute Excess
Contributions. Recharacterized Excess Contributions will be treated as required
in Treasury Regulations Section 1.401(k)-1(f)(3). The Administrator will
recharacterize Excess Contributions within two and one-half months after the
close of the Plan Year in which they arose. A distribution of Excess
Contributions will normally be made within the same time frame. At all events, a
corrective distribution of Excess Contributions must be made within 12 months
after the end of the Plan Year in which they arose, and will include income
allocable the Excess Contributions for the Plan Year in which they arose. The
method used to determine the income allocable to Excess Contributions that are
distributed will not violate Code Section 401(a)(4), and will be applied
consistently for all Participants and all corrective distributions for any Plan
Year. Any distribution to a Participant of less than the entire amount of his or
her Excess Contributions will be treated as a pro rata distribution of Excess
Contributions and income. The Administrator may combine the correction methods
described in this Section 3.12.7. The amount of Excess Contributions to be
recharacterized or distributed to a Participant under this Section 3.13.7 will
be reduced by any Excess Pre-Tax Contributions previously distributed to the
Participant for his or her taxable year ending with or within the Plan Year.
Similarly, the amount of Excess Pre-Tax Contributions to be distributed for a
Participant's taxable year will be reduced by the amount of any Excess
Contributions previously distributed or recharacterized as to that Participant
for the Plan Year beginning with or within the Participant's taxable year.

3.13     Actual Contribution Percentage Test
-----------------------------------

3.13.1 The Average Actual Contribution Percentage for Eligible
Participants who are Highly Compensated Employees for the Plan Year may not
exceed the greater of:

(a)    the Average Actual Contribution Percentage for Eligible
Participants who are Nonhighly Compensated Employees for the
Plan Year multiplied by 1.25; and

(b)    the lesser of:

(i)   the Average Actual Contribution Percentage for Eligible
Participants who are Nonhighly Compensated Employees for
the Plan Year multiplied by two; and

(ii)  the Average Actual Contribution Percentage for Eligible
Participants who are Nonhighly Compensated Employees for
the Plan Year plus two percentage points.

3.13.2 The provisions of Code Section 401(m)(2) are incorporated by
reference.

3.13.3 If this Plan satisfies the requirements of Code Section
401(a)(4), 401(k) and 410(b) only if aggregated with one or more other plans, or
if one or more other plans satisfy the requirements of those Code sections only
if aggregated with this Plan, then this Section 3.14 is applied by determining
the Actual Contribution Percentage of Eligible Participants as if all the plans
were a single plan.

-20-

3.13.4 The Administrator also may treat one or more plans as a single
plan with the Plan, whether or not the aggregated plans must be aggregated to
satisfy Code Sections 401(a)(4) and 410(b). However, those plans must then be
treated as one plan under Code Sections 401(a)(4), 401(m) and 410(b). Plans may
be aggregated under this Section 3.14.4 only if they have the same plan year.

3.13.5 An After-Tax Contribution is considered made for a Plan Year if
it is deducted from the Participant's Compensation during the Plan Year and
transmitted to the Trustee within a reasonable period after that. A Company
Contribution is considered made for a Plan Year if it is allocated to a Matched
Participant's Account as of a date within the Plan Year, is actually paid to the
Trust no later than 12 months after the Plan Year, and is made on account of the
Matched Participant's Basic Contributions for the Plan Year. A Pre-Tax
Contribution may be considered made under this Section 3.14 for a Plan Year if
it is recharacterized for purposes of Section 3.13, and if it is includible in
the gross income of the Participant as of a date during that Plan Year. A
recharacterized Pre-Tax Contribution is includible in a Participant's gross
income as of the date it would have been paid to the Participant, had the
Participant not elected to defer it into the Plan.

3.13.6 The determination and treatment of After-Tax and Company
Contributions and the Actual Contribution Percentage of any Participant must
satisfy all requirements prescribed by the Secretary of Treasury, including,
without limitation, record retention requirements.

3.13.7 The Administrator will limit the making of After-Tax
Contributions in order to avoid the creation of Excess Aggregate Contributions.
If and to the extent necessary or desirable, the Administrator will forfeit any
Excess Aggregate Contributions that were Company Contributions and that were not
vested, and will distribute to the Participant who made them any Excess
Aggregate Contributions that were After-Tax Contributions, and will distribute
to the Matched Participant to whom they were allocated any Excess Aggregate
Contributions that were Company Contributions and were vested. A distribution of
Excess Aggregate Contributions will normally be made within two and one-half
months after the close of the Plan Year in which they arose. At all events a
corrective distribution of Excess Aggregate Contributions must be made no later
than 12 months after the close of the Plan Year in which they arose, and will
include income allocable to the Excess Aggregate Contributions for the Plan Year
in which they arose. The method used to determine the income allocable to any
Excess Aggregate Contributions that are distributed will not violate Code
Section 401(a)(4), and will be applied consistently for all Participants and all
corrective distributions for any Plan Year. Any distribution to a Participant of
less than the entire amount of his or her Excess Aggregate Contributions will be
treated as a pro rata distribution of Excess Aggregate Contributions and income.
The Administrator may combine the correction methods described in this Section
3.14.7.

3.14 Multiple Use of Alternative Limitation
--------------------------------------

3.14.1 Multiple use of the alternative limitation occurs if all of the
following conditions are satisfied.

(a)    The sum of the Average Actual Contribution Percentage for
Eligible Participants who are Highly Compensated Employees and
the Average Actual Deferral

-21-

Percentage for Eligible Participants who are Highly Compensated
Employees is greater than the Aggregate Limit for the preceding
Plan Year.

(b)    The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees exceeds the amount
described in Section 3.13.1(a).

(c)    The Average Actual Contribution Percentage for Eligible
Participants who are Highly Compensated Employees exceeds the
amount descried in Section 3.14.1(a)

3.14.2 The Average Actual Deferral and Contribution Percentages for
Eligible Participants who are Highly Compensated Employees will be determined
for purposes of this Section 3.15 after corrective measures have been taken
under Sections 3.13.7 and 3.14.7.

3.14.3 The Administrator will limit the making of After-Tax
Contributions or, if that is not sufficient, the election and allocation of
Pre-Tax Contributions, in order to avoid multiple use of the alternative
limitation. If and to the extent necessary or desirable, the Administrator will
eliminate multiple use of the alternative limitation by reducing the Average
Actual Contribution Percentage of the Eligible Participants who are Highly
Compensated Employees in the manner described in Section 3.10.7 above. The
amount of the required reduction will be Excess Aggregate Contributions, and
will be forfeited or distributed to Highly Compensated Employees as described in
Section 3.14.7 above.

ARTICLE IV

Vesting
-------

4.1      Vesting in After-Tax, Pre-Tax and Rollover Contributions Accounts
-----------------------------------------------------------------

A Participant is always 100% vested in the balance of his or her
After-Tax Contribution Account, Pre-Tax Contribution Account and Rollover
Contribution Account.

4.2      Vesting in Company Contribution and Contingent Accounts
-------------------------------------------------------

4.2.1 A Participant becomes vested in any balance of his or her Company
Contribution Account and Contingent Account according to the following Schedule:

Years of Service      Percent Vested
----------------      --------------

Fewer than 2                  0%
2 but fewer than 3           20%
3 but fewer than 4           40%
4 but fewer than 5           60%
5 or more                   100%

4.2.2 Notwithstanding the foregoing, a Participant will become 100%
vested in the balance of his or her Company Contribution Account and Contingent
Account if:

-22-

(a)    he or she reaches age 55 while employed by the Company or one of
its Affiliates;

(b)    he or she separates from service due to Disability;

(c)    he or she dies while employed by the Company or one of its
Affiliates;

(d)    he or she ceases to be an Employee because of the permanent
shutdown of a single site of employment or of one or more
facilities or operating unites within a single site of
employment; or

(e)    he or she is employed by the Company or one of its Affiliates
involved in a transaction and the Committee, in its discretion,
fully vests the Participant in connection with the transaction.

4.2.3. If a Participant is hired by the Company or one of its
Affiliates as a result of an acquisition, the Committee (or its delegate) may,
in its discretion, give the Participant and all other Participants hired under
the same circumstances as a result of the same acquisition credit for service
with a prior employer for purposes of vesting.

4.3   Forfeitures
-----------

4.3.1 A Participant forfeits the non-vested portion of his or her
Company Contribution and Contingent Accounts on the earlier of: (a) the date as
of which he or she receives a distribution of his or her entire Company
Contribution and Contingent Accounts and (b) the date his or her Period of
Separation equals five years. The nonvested amount so forfeited is a
`Forfeiture.' If the Participant incurs a Forfeiture under clause (a) above and
his or her Period of Separation is shorter than five years, the Forfeiture is
restored, and the Period of Separation counts towards the Participant's Years of
Service, along with service before and after the Period of Separation, in
determining the Participant's Years of Service for purposes of Section 4.2. If
the Period of Separation is five years or longer, the Forfeiture will not be
restored, but the Period of Separation counts towards the Participant's Years of
Service, along with service before and after the Period of Separation, in
determining the Participant's Years of Service for purposes of Section 4.2. If a
Participant begins a Period of Separation by way of a maternity or paternity
leave, this Section 4.3.1 will be read by substituting the number `six' for the
number `five' wherever the latter number appears. A `maternity or paternity
leave' is an absence from work because of the Participant's pregnancy, the birth
of a child to or placement of a child for adoption with the Participant, or the
need to care for the Participant's child immediately following its birth to or
placement with the Participant.

4.3.2 Amounts that become Forfeitures during a month will be used to
restore Forfeitures to rehired Participants as provided in Section 4.3.1. Any
remaining Forfeitures during a month will be used to pay the administrative
expenses of the Plan in the following order: Trustee's fees, communications to
Participants, nondiscrimination testing, qualified domestic relations order
administration, enrollment fees, required minimum distribution fees, auditors'
fees, consulting and legal fees and other similar administrative expenses. Any
remaining Forfeitures during a month will be used to reduce the Company's
obligation to make Company Contributions in that month or succeeding months. Any
remaining Forfeitures during a month will be used to pay fees associated with
Participant communications to Participants

-23-

involved in an acquisition or divestiture and Participant Account adjustments,
as determined by the Committee or its delegate. While awaiting allocation, until
such time as the Company applies Forfeitures to the purposes described above,
they will be invested in a default fund selected by the Company.

ARTICLE V

Timing of Distributions to Participants
---------------------------------------

5.1      Separation from Service
-----------------------

Upon his or her separation from service with the Company and all
Affiliates for any reason, a Participant will be entitled to receive the vested
portion of his or her Account Balance, determined in accordance with the
provisions of Article IV and the valuation rules established for each Investment
Fund. The date as of which the Participant's Account Balance is determined will
be the Valuation Date preceding the date of distribution.

5.2      Start of Benefit Payments
-------------------------

5.2.1 Except as provided in Sections 5.2.2 and 5.2.3, unless a
Participant otherwise elects, payment of benefits will begin no later than the
60th day after the close of the Plan Year in which the latest of the following
events occurs:

(a)   the Participant's 65th birthday;

(b)   the 10th anniversary of the year in which the Participant
commenced participation; and

(c)   the Participant's separation from service.

If the amount of benefits payable to or in respect of a Participant cannot be
determined by the benefit commencement date described in the preceding sentence,
or if the Administrator cannot locate the Participant (or, if the Participant
has died, his or her Beneficiary) after making a reasonable effort to do so,
benefit payments will begin no later than 60 days after the amount of the
Participant's benefits can first be determined or the Participant (or his or her
Beneficiary) is located, in the amount necessary to bring the payments up to
date, as if they had begun on the benefit commencement date described in the
preceding sentence.

5.2.2 The Participant's Account Balance will be distributed as soon as
practicable after the Participant elects a distribution following the
Participant's separation from service. Notwithstanding the foregoing, if at the
time of his or her separation from service the Participant's total Account
Balance exceeds $5,000 the Participant may elect to defer distribution of his or
her Account Balance until a date no later than his or her Required Beginning
Date. A Participant will be deemed to have elected to defer payment of benefits
from the Plan until the date the Participant requests a distribution from the
Plan in a manner consistent with the uniform and nondiscriminatory rules
established by the Administrator.

-24-

5.2.3 Notwithstanding any other provision of this Plan, a Participant
must begin to receive his or her benefit no later than his or her Required
Beginning Date. The amount to be distributed each year will be the minimum
amount required to satisfy Code Section 401(a)(9) and the regulations
promulgated thereunder, determined with no recalculation of life expectancy. The
Required Beginning Date of a Participant is April 1 of the calendar year
following the later of the calendar year in which the Participant reaches age
70-1/2 or, retires. Notwithstanding any other provision of this Section 5.2.3,
if a Participant is a five percent owner (as defined in Code Section 416) for
the Plan Year ending in the calendar year in which he or she reaches age 70-1/2,
his or her Required Beginning Date is April 1 of the following calendar year.

5.2.4 Notwithstanding any other provision of this Plan, all Plan
distributions will comply with Code Section 401(a)(9), including Department of
Treasury Regulation Section 1.401(a)(9)-2. In addition, the benefit payments
distributed to any Participant will satisfy the incidental death benefit
provisions under Code Section 401(a)(9)(G) and the regulations promulgated under
it.

5.2.5 If the Participant dies after beginning distribution of his or
her Account Balance, the remainder of the Account Balance will be payable in
accordance with Section 7.1. Notwithstanding the foregoing, the Participant's
Account Balance must continue to be distributed at least as rapidly as under the
method of distribution in effect before the Participant died.

5.2.6 If the Participant dies before beginning distribution of his or
her Account Balance, the Participant's Account Balance will be distributed as
provided under Section 7.1, but distribution must be completed within five years
after the Participant dies. Notwithstanding the foregoing, the Participant's
Beneficiary may receive the Account Balance over his or her life or over a
period not extending beyond his or her life expectancy, so long as distribution
begins within one year after the Participant dies, or, if the Beneficiary is the
Participant's Surviving Spouse, by the date the Participant would have reached
age 70-1/2. Furthermore, if the Participant's Surviving Spouse is the
Beneficiary and dies before distribution begins, the next Beneficiary to take
may receive benefits over his or her life or a period not exceeding his or her
life expectancy, so long as distribution begins by the date the Surviving Spouse
would have reached age 70-1/2.

ARTICLE VI

Forms of Benefit, In-Service Withdrawals and Loans
--------------------------------------------------

6.1      Cashout of Small Amounts
------------------------

Notwithstanding any other Plan provision, if a Participant's Account
Balance is not larger than $5,000 the Account Balance will be paid in one lump
sum to the Participant as soon as practicable after the Participant's separation
from service, without his or her consent or the consent of his or her spouse.

-25-

6.2      Medium of Distribution
----------------------

A Participant's Account Balance will be distributed by check to the
Participant or Beneficiary entitled to it (or to his or her designated agent).
Alternatively, as to any amount invested in the Company Stock Fund and the FMC
Stock Fund at the time of distribution, the Participant or, where applicable,
his or her Beneficiary, may request a certificate representing the whole shares
of Company Stock and/or FMC Stock held for him or her, and a check representing
any fractional share. The Administrator will establish uniform and
nondiscriminatory rules governing the timing, content and manner of elections
under this Section 6.2.

6.3      Forms of Benefit
----------------

6.3.1  A Participant or Beneficiary may elect to have his or her
Account Balance distributed in any of the forms described below.

(a)    Lump Sum: This form of benefit pays the entire Account Balance
in one payment.

(b)    Installments for a Fixed Period: The Participant or Beneficiary
may elect to receive annual, quarterly or monthly installments
over a fixed period of 20 years or less.

(c)    Installments over Life Expectancy: The Participant or
Beneficiary may elect to receive annual, quarterly or monthly
installments over his or her life expectancy or over the joint
life expectancy of the Participant and his or her Beneficiary.

6.3.2 If the Participant chooses to receive installments, the size of
each installment will be calculated by dividing the Account Balance determined
as of the date described in Section 5.1 by the total number of installments
remaining to be paid.

6.3.3 The Administrator will establish uniform and nondiscriminatory
rules governing the timing, content and manner of elections under this Section
6.3.

6.3.4 No installment election under this Plan will permit payments to
be made over a period longer than the Participant's life expectancy or the joint
life expectancy of the Participant and his or her Beneficiary. A Participant may
not elect any stream of installments providing payments to a Beneficiary who is
other than his or her spouse, unless the amount distributed each year equals or
exceeds the quotient obtained by dividing the Participant's Account Balance by
the divisor determined under Department of Treasury Regulation Section
1.401(a)(9)-2. Further, the amount of the periodic payment made to a Beneficiary
cannot under any circumstances be larger than the amount of the periodic payment
made to the Participant.

-26-

6.4      Change in Form, Timing or Medium of Benefit Payment
---------------------------------------------------

Any former Employee or former employee of FMC who is a Participant and
who has chosen to defer payment of his or her Account Balance may request a
change in the form, timing or medium in which his or her Account Balance will be
paid, so long as the revised election conforms to Section 6.3. Once benefit
payments have begun, no Participant may change the form, timing or medium of
payment of his or her Account Balance.

6.5      Direct Rollover of Eligible Rollover Distributions
--------------------------------------------------

6.5.1 Notwithstanding any provision of the Plan, a Distributee may
elect, at the time and in the manner prescribed below, to have any portion of an
Eligible Rollover Distribution paid in a Direct Rollover to an Eligible
Retirement Plan specified by the Distributee.

6.5.2 At least 30, but no more than 90, days before the Annuity
Starting Date, the Administrator will furnish the Participant with a notice
containing information regarding his or her right to take distribution directly
or to elect a Direct Rollover, and some of the federal tax consequences of the
alternative types of distribution. The notice must meet the requirements of Code
Section 402(f). The Administrator will give the Participant an election period
of at least 30 days to decide whether to elect a Direct Rollover.
Notwithstanding the foregoing, the election period may end immediately after the
Participant makes an affirmative election as to whether to receive the
distribution directly or in the form of a Direct Rollover, so long as the
Participant is properly informed of his or her right to a full 30-day election
period, and waives the remainder of the election period.

6.6      In-service and Hardship Withdrawals
-----------------------------------

6.6.1 An active Participant who has reached age 59-1/2 may elect to
withdraw all or any part of his or her Account. The Administrator will establish
uniform and nondiscriminatory procedures for requesting, granting and processing
in-service withdrawals under this Section 6.6.1, which may include telephonic or
electronic procedures, as and to the extent permitted by applicable law or
regulation.

6.6.2 An active Participant who has not reached age 59 1/2 may make a
withdrawal of the following portions of the Participant's Account Balance in the
order listed below:

(a)   all or part of the After-Tax Contributions he or she made to the
FMC Plans after March 31, 1986 and before January 1, 1987;

(b)   all earnings or appreciation attributable to After-Tax
Contributions he or she made to the FMC Plans after March 31,
1986 and before January 1, 1987;

(c)   all or part of the After-Tax Contributions he or she made to the
FMC Plans or to the Plan after December 31, 1986;

(d)   all or part of his or her After-Tax Contributions made to the FMC
Plans before April 1, 1982, or, if less, the amount in the
Participant's After-Tax Contribution Account allocable to those
contributions;

-27-

(e)   any amount remaining in the Participant's After-Tax Contribution
Account that is allocable to After-Tax Contributions made to the
FMC Plans before April 1982;

(f)   all earnings or appreciation attributable to the After-Tax
Contributions he or she made to the FMC Plans or to the Plan
after December 31, 1986;

(g)   all the vested value of his or her Contingent Account;

(h)   all of the current value of vested Company Contributions and FMC
contributions made as to After-Tax Contributions he or she made
to the Plan or FMC Plans after December 31, 1986.

The Administrator will establish uniform and nondiscriminatory procedures for
requesting, granting and processing in-service withdrawals under this Section
6.6.2, which may include electronic or telephonic procedures, as and to the
extent permitted by applicable law or regulation.

6.6.3 An active Participant may make a hardship withdrawal from his or
her Pre-Tax Contribution Account if he or she demonstrates to the Administrator
that the withdrawal is necessary to satisfy the Participant's immediate and
heavy financial need. A hardship withdrawal cannot exceed the total Pre-Tax
Contributions made to the Plan on behalf of the Participant by the date of the
withdrawal, reduced by the amounts of any previous hardship or other in-service
withdrawals. In addition, the minimum hardship withdrawal permitted is $500, or,
if less, the total amount of Pre-Tax Contributions, made for the Participant,
minus any previous hardship or in-service withdrawals.

(a)   A distribution is on account of an immediate and heavy financial
need if it is for:

(1)   medical expenses as described in Code Section 213(d)
incurred by the Participant, his spouse or dependents;

(2)   costs directly related to the purchase of a principal
residence for the Participant (excluding mortgage
payments);

(3)   tuition payments, or related education expenses, for the
next 12 months of post-secondary education for the
Participant or the Participant's spouse or dependents;

(4)   payments necessary to prevent the Participant's eviction
from his or her principal residence, or foreclosure on the
mortgage on the Participant's residence;

(5)   expenses incurred for the funeral of a member of the
Participant's immediate family;

(6)   legal expenses incurred by the Participant in obtaining a
divorce;

-28-

(7)    expenses incurred by the Participant in remedying an
uninsured property loss;

(8)    expenses incurred by the Participant in adopting or
attempting to adopt a child;

(9)    emergency expenses of the Participant in personal
bankruptcy; or

(10)   other expenses deemed by the Administrator to constitute
hardships justifying a hardship withdrawal, and formally
adopted under rules of the Administrator as eligible for
hardship withdrawal.

(b)   A withdrawal will be permitted only if the Participant certifies
in writing to the Administrator that the "immediate and heavy
financial need" cannot be met from other resources reasonably
available to the Participant and the Participant further
represents to the Administrator, in such manner and form as the
Administrator may require, that the Participant's immediate and
heavy financial need cannot be relieved:

(1)    through reimbursement or compensation by insurance or
otherwise;

(2)    by reasonable liquidation of the Participant's assets, to
the extent liquidation would not itself cause an immediate
and heavy financial need;

(3)    by the Participant's ceasing to have Pre-Tax Contributions
made for him or her under the Plan; or

(4)    by other distributions from plans maintained by a
Participating Employer or any other employer, or by
borrowing from commercial sources on reasonable commercial
terms.

If the Participating Employer or the Administrator knows that the
representation required by the preceding sentence would not be
true, the hardship withdrawal request will not be granted.

(c)   A hardship withdrawal under this Section 6.6.3 cannot exceed the
amount required to relieve the financial need, including any
amounts necessary to pay any federal, state, or local income
taxes or penalties reasonably anticipated to result from the
distribution.

6.6.4 The Administrator will establish uniform and nondiscriminatory
procedures for requesting, granting and processing hardship withdrawals.

-29-

6.7      Loans
-----

6.7.1 An active Participant may submit an application to the
Administrator to borrow from his or her Account (on such uniform and
nondiscriminatory terms and conditions as the Administrator shall prescribe) an
amount, when added to the amount of any then outstanding loan, does not exceed
the lesser of:

(a)   $50,000, reduced by the excess (if any) of the Participant's
highest outstanding Plan loan balance during the one-year period
ending on the day before the loan is made over the Participant's
outstanding Plan loan balance on the day the loan is made; and

(b)   50% of the Participant's Account as of the Valuation Date
coincident with or immediately preceding the date the
Administrator receives the application.

In calculating the Participant's loan limit, all loans from qualified plans of
the Company and all Affiliates will be aggregated.

6.7.2 Each loan granted under the Plan will meet the following
requirements:

(a)  it must be evidenced by a negotiable promissory note;

(b)  the rate of interest payable on the unpaid balance of the
loan will be reasonable;

(c)  the amount of the loan must be at least $1,000;

(d)  the loan, by its terms, must require repayment within five
years;

(e)  the loan will be secured by the Participant's interest in
the Account Balance of his or her Account, but not to exceed
50% of such Account; and

(f)  the loan must be repaid through payroll deduction, or, if
the loan has been outstanding for at least three months, the
Participant may make one payment by check or money order of
the full amount of principal and interest then outstanding.

6.7.3 If a Participant is granted a loan, a "Loan Account" will be
established for the Participant. All Loan Accounts will be held by the Funding
Agent, as part of the Trust Fund. The loan amount will be transferred from a
Participant's other Accounts according to uniform and nondiscriminatory ordering
rules adopted by the Administrator, and will be disbursed from the Loan Account.
Principal and interest payments of a loan will be credited initially to the Loan
Account of the Participant, and will be transferred as soon as reasonably
practicable thereafter to the other Accounts of the Participant according to
uniform and nondiscriminatory ordering rules adopted by the Administrator. All
fees and expenses incurred in connection with a loan obligation of a Participant
will be borne solely by the Participant's Account.

-30-

6.7.4 Loan repayments will be made through payroll withholding during a
Participant's employment. Each Participant who requests a loan consents to such
payroll withholding for repayment of the loan. Upon termination of employment, a
Participant may elect to continue to repay the loan under such uniform and
nondiscriminatory rules as the Administrator has established. The Administrator
will cease payroll reduction for loan repayments as soon as reasonably
practicable after receipt of a court order to do so in the event of a
Participant's bankruptcy, and the loan will immediately be deemed to be in
default. Any fees and expenses incurred in connection with a loan and loss
caused by nonpayment or other default on a loan obligations will be borne solely
by the Loan Account of the Participant. A default will constitute a taxable
event to the Participant, necessitating certain reporting obligations on the
Administrator's part, and the note evidencing a loan in default will be executed
upon and processed in accordance with the uniform and nondiscriminatory rules
adopted by the Administrator. A Participant's loan repayments will, at his or
her request, be suspended during the time he or she is absent as a result of
qualifying military service (as determined under USERRA), as permitted under
Code Section 414(u)(4).

6.7.5 A Participant may not have more than two loans outstanding at any
given time.

6.7.6 Upon termination of employment, a Participant who has an
outstanding loan under the Plan must repay his or her loan in a lump sum or the
loan will be in default. Notwithstanding the above, the Committee (or its
delegate) may, in its sole discretion, allow terminated Participants to continue
to repay loans under such uniform and nondiscriminatory rules as the Committee
(or its delegate) determines.

ARTICLE VII

Death Benefits
--------------

7.1      Payment of Account Balance
--------------------------

7.1.1 Subject to the provisions of Section 5.2, if a Participant dies
before payment of his or her Account Balance has begun, his or her Account
Balance will be paid to the Participant's Beneficiary in the form of benefit
chosen by the Beneficiary under Sections 6.2 and 6.3. The Beneficiary of a
Participant who is married on the date of his or her death will be the
Participant's Surviving Spouse, unless the Participant has designated another
Beneficiary and the Surviving Spouse consented to the designation, both as
provided in Section 7.3.

7.2      Failure to Name a Beneficiary
-----------------------------

If a Participant fails to name a Beneficiary and dies before payment of
his or her Account Balance begins, or if no designated Beneficiary survives the
Participant, the Administrator will pay any amounts due after the Participant's
death to the Participant's surviving spouse or, if there is no surviving spouse,
to the Participant's surviving children, in equal shares. If the Participant
leaves behind no surviving spouse or children, the Administrator will pay any
amounts then due to the Participant's estate.

-31-

7.3      Waiver of Spousal Beneficiary Rights
------------------------------------

7.3.1 A Participant may designate someone other than his or her
Surviving Spouse as his or her primary Beneficiary only if the designation or
election meets the requirements of this Section 7.3 outlined below.

7.3.2 The Administrator will provide each Participant with a written
explanation of:

(a)   the right of the Participant to name someone other than his or
her Surviving Spouse as a Beneficiary;

(b)   the right of the Participant's spouse to be named as the primary
Beneficiary for all of the Participant's Account Balance and the
effect of waiving that right; and

(c)   the Participant's right to revoke a previous designation of
someone other than the Surviving Spouse as a Beneficiary, and the
effect of such a revocation.

7.3.3 A designation of someone other than the Surviving Spouse as a
primary Beneficiary will be effective only if it is made in writing and
consented to by the Participant's spouse, with the spouse's consent witnessed by
a notary public or the Administrator. Any subsequent change of Beneficiary to an
individual who is not the Participant's Surviving Spouse must also be in writing
and consented to by the Participant's spouse, with the spouse's consent
witnessed by a notary public or the Administrator. Spousal consent is not
necessary if the Participant establishes to the satisfaction of a Plan
representative that the Participant does not have a spouse, or that the
Participant's spouse cannot be located. Spousal consent is also unnecessary if
the Participant produces a court order to the effect that the Participant is
legally separated from his or her spouse or has been abandoned by the spouse,
within the meaning of the law of the Participant's state of residence, unless a
qualified domestic relations order requires otherwise. If the Participant's
spouse is legally incompetent to give consent, the spouse's legal guardian may
give the spouse's consent, even if the legal guardian is the Participant. A
spouse's consent will be valid only as to that spouse, and an election deemed
effective without the spouse's consent will be valid only as to the spouse
designated as to that election. A Participant may revoke a prior designation of
someone other than the Surviving Spouse as a primary Beneficiary without the
consent of his or her spouse, and may revoke such a designation an unlimited
number of times.

7.3.4 A Participant's former spouse will be treated as the spouse or
Surviving Spouse only to the extent provided under a qualified domestic
relations order as described in Code Section 414(p).

ARTICLE VIII

Special Forms of Benefit and Death Benefit Terms for Certain Participants
-------------------------------------------------------------------------
Prior to 2002
-------------

8.1      Applicability
-------------

For periods prior to January 1, 2002, the provisions of this Article
VIII apply, instead of Sections 6.3, 6.4, 7.1, 7.2 and 7.3, to the entire
Account Balance of each Participant who was: (a) a participant in the FMC
Corporation Savings and Investment 401(k) Plan for Bargaining

-32-

Unit Employees ("FMC Unmatched Plan") immediately before his or her collective
bargaining unit became covered under the FMC Corporation Savings and Investment
("FMC Matched Plan") Plan, and whose account balance in the FMC Unmatched Plan
was transferred to the FMC Matched Plan; or (b) transferred to FMC as part of
its acquisition from Stein, Inc. or Frigoscandia Equipment Holding AB. Sections
6.1, 6.2, 6.5, 6.6 and 6.7 continue to apply to the Account Balances of
Participants described in the preceding sentence, but this Article VIII does not
apply to any other Participant.

8.2    Forms of Benefit for Certain Transferred Participants
-----------------------------------------------------

8.2.1 The normal form of benefit for a Participant to whom this Article
VIII applies is the 50% Joint and Survivor-Ten Year Certain Annuity with the
Participant's spouse as the Beneficiary, if the Participant is married on the
Annuity Starting Date. If the Participant is not married on the Annuity Starting
Date, the normal form of benefit is the Life and Ten Year Certain Annuity. If
the Participant fails to make an election under Section 8.4, his or her Account
Balance will be paid in the normal form of benefit. A Participant covered by
this Article VIII who is married on the Annuity Starting Date may elect a
benefit other than the normal form of benefit only if his or her spouse consents
to the election within the time frame and in the manner required by Section 8.4.

8.2.2 Subject to Sections 8.2.1 and 8.4, and except as otherwise
provided herein, a Participant covered by this Article VIII may elect to have
his or her benefit under this Plan paid in the form of a lump sum distribution
or a fixed dollar annuity purchased on his or her behalf. A Plan annuity is a
fixed dollar annuity if it provides a stream of monthly payments that do not
vary in amount.

8.2.3 If a Participant to whom this Article VIII applies elects to have
a fixed dollar annuity purchased on his or her behalf, he or she may select any
of forms of annuity described in this Section 8.2.3.

(a)   Life and Ten Year Certain Annuity: This form of annuity pays the
Participant a fixed amount each month beginning with the month in
which the Annuity Starting Date occurs and ending when the
Participant dies. If the Participant dies before 120 monthly
payments have been made, payments will continue to the
Participant's Beneficiary until 120 monthly payments have been made
to the Participant and Beneficiary under the annuity.

(b)   Joint and Survivor-Ten Year Certain Annuity: This form of annuity
pays the Participant a fixed amount each month beginning with the
month in which the Annuity Starting Date occurs and ending when the
Participant dies. If the Participant's Beneficiary survives the
Participant, payments will continue to the Participant's primary
Beneficiary until the Beneficiary dies. If the Participant and
Beneficiary both die before 120 monthly payments have been made to
the Participant and Beneficiary under the annuity, payments will
continue to the Participant's contingent Beneficiary until 120
monthly payments in all have been made under the annuity. The
monthly payment payable to the primary or contingent Beneficiary
before 120 payments have been made under the annuity

-33-

equals the monthly payment made during the Participant's lifetime.
The monthly payment payable to the primary Beneficiary after 120
payments have been made under the annuity equals 100% or 50% of the
monthly payment made during the Participant's lifetime, as
specified in the Participant's election. Both the primary and
contingent Beneficiaries must be named at the time this annuity is
elected.

(c)   Period Certain Annuity: This form of annuity pays the Participant a
fixed amount each month beginning with the month in which the
Annuity Starting Date occurs and ending when the specified number
of monthly payments have been made to the Participant and, if he or
she dies before receiving the specified number of payments, to the
Participant's Beneficiary. The Participant may specify 60, 120 or
180 monthly payments. The Participant specifies the number of
monthly payments and names his or her Beneficiary at the time he or
she elects the annuity.

(d)   Other: This form of payment includes any other alternative form of
distribution, including installment distributions, provided for by
the Funding Agent. Notwithstanding the foregoing, a Participant may
not elect any form of distribution providing only for the payment
of interest or income earned on his or her Accounts.

8.2.4 An annuity under this Plan must provide that payments will be made
over a period no longer than the life of the Participant, the lives of the
Participant and his or her Beneficiary, the Participant's life expectancy or the
life expectancy of the Participant and his or her Beneficiary. A Participant to
whom this Article VIII applies may not elect any form of annuity providing
monthly payments to a Beneficiary who is other than his or her spouse, unless
the amount distributed each year equals or exceeds the quotient obtained by
dividing the Participant's Account Balances by the divisor determined under
Department of Treasury Regulation Section 1.401(a)(9)-2. Further, the amount of
the monthly payment made to a Beneficiary cannot under any circumstances be
larger than the amount of the monthly payment made to the Participant.

8.3    Change in Form, Timing or Medium of Benefit Payment for Certain
---------------------------------------------------------------
Transferred Participants
------------------------

Any former Employee or former employee of FMC who is a Participant to
whom this Article VIII applies and who has chosen to defer payment of his or her
Account Balance may request a change in the form, timing or medium in which his
or her Account Balances will be paid, so long as the revised election conforms
to Sections 8.2 through 8.4. Once payments have begun, no Participant may change
the form, timing or medium of payment of his or her Account Balance.

8.4    Waiver of Normal Form of Benefit for Certain Transferred Participants
---------------------------------------------------------------------

8.4.1 The Account Balance of a Participant to whom this Article VIII
applies will be distributed in the normal form of benefit, regardless of what
form of benefit the Participant chooses, unless the Participant makes an
effective waiver under this Section 8.4 and, if the

-34-

Participant is married on the Annuity Starting Date, unless the Participant's
spouse consents to the Participant's choice of another form of benefit in the
manner described in this Section 8.4. No sooner than 30, and no more than 90,
days before the Annuity Starting Date, the Administrator will provide the
Participant with a written explanation of:

(a)   the terms and conditions of the normal form of benefit;

(b)   the Participant's right to waive the normal form of benefit and the
effect of waiving the normal form of benefit;

(c)   the right of the Participant's spouse to consent or withhold his or
her consent to the Participant's choice of another form of benefit;
and

(d)   the Participant's right to revoke a waiver of the normal form of
benefit, and the effect of revoking the waiver.

A Participant may revoke his or her waiver of the normal form of benefit at any
time before the payment begins, without his or her spouse's consent. For
purposes of the previous sentence, if the Participant's Account Balance is to be
paid in the form of an annuity, payment will be deemed to begin when the annuity
has been purchased.

8.4.2 A Participant's waiver of the normal form of benefit will be
effective only if:

(a)   the Participant's spouse consents in writing to the waiver;

(b)   the waiver includes an election of a form of benefit that cannot be
changed without the spouse's consent, or the spouse's consent
specifically permits the Participant to make other elections of
forms of benefit;

(c)   the spouse's consent acknowledges the effect of the waiver; and

(d)   the spouse's consent is witnessed by a notary public or the
Administrator.

Spousal consent to the Participant's waiver of the normal form of benefit is not
necessary if the Participant establishes to the satisfaction of a Plan
representative that the Participant does not have a spouse, or that the
Participant's spouse cannot be located. Spousal consent is also unnecessary if
the Participant produces a court order to the effect that the Participant is
legally separated from his or her spouse or has been abandoned by the spouse,
within the meaning of the law of the Participant's state of residence, unless a
qualified domestic relations order requires otherwise. If the Participant's
spouse is legally incompetent to give consent, the spouse's legal guardian may
give the spouse's consent, even if the legal guardian is the Participant. A
spouse's consent will be valid only as to that spouse, and an election deemed
effective without the spouse's consent will be valid only as to the spouse
designated as to that election.

8.4.3 Notwithstanding the foregoing, the first payment of the
Participant's Account Balance may be made as early as seven days after the
Participant makes an affirmative election to receive his or her Account Balance
in a particular form of payment, even if that means the Participant has fewer
than 30 days to decide on a form of payment, if the Annuity Starting Date

-35-

is after the date of the Participant's affirmative election and, if the
Participant is married on the Annuity Starting Date, the Participant's spouse
consents to the form of payment in the manner required by Section 8.4.2.

8.4.4 If the Administrator believes that any spouse might, under the law
of any jurisdiction, have any interest in any benefit that might become payable
to a Participant, the Administrator may, as a condition precedent to the
Participant's making any distribution or withdrawal election, require a written
release or releases, or other documents that it believes are necessary,
desirable, or appropriate to prevent or avoid any conflict or multiplicity of
claims regarding payment of any Plan benefits.

8.5    Payment of Account Balances of Certain Transferred Participants Who Die
-----------------------------------------------------------------------
Before Payment Begins
---------------------

8.5.1 If a Participant to whom this Article VIII applies dies before
payment of his or her Account Balance has begun, 50% of the Participant's
Account Balance will be paid to his or her Surviving Spouse in the form of a
life annuity, and the remainder will be paid to his or her Surviving Spouse in
the form of a lump sum within 90 days after the Administrator receives notice of
the Participant's death. If the Participant has no Surviving Spouse, the
Participant's Account Balance will be paid to his or her Beneficiary in the form
of a lump sum within 90 days after the Administrator receives notice of the
Participant's death.

8.5.2 The Participant may choose a form of benefit other than the life
annuity for the 50% of his or her Account Balance that will be paid to the
Surviving Spouse, so long as the Participant's election meets the requirements
of Section 8.7 and his or her Spouse consents in the time and manner required by
Section 8.7. The Participant may also designate a Beneficiary other than his or
her Surviving Spouse as the primary Beneficiary to receive some or all of his or
her Account Balance, so long as the Surviving Spouse consents to the designation
in the time and manner required by Section 8.7.

8.5.3 Unless the Participant has chosen a form of benefit for his or her
Beneficiary or Surviving Spouse, the Beneficiary or Surviving Spouse may choose
to have any amounts payable to him or her paid in any of the forms of benefit
described under Section 8.2 other than the Joint and Survivor-Ten Year Certain
Annuity. Payments to a Surviving Spouse must begin no later than the April 1
following the year in which the Participant would have reached age 70-1/2, and
payments to a Beneficiary who is not the Surviving Spouse must begin no later
than one year after the Participant's death. Amounts payable to a Beneficiary or
Surviving Spouse must be made within five years after the Participant's death,
or over a period not exceeding the life or life expectancy of the Surviving
Spouse. A Participant's Surviving Spouse who chooses to waive his or her right
to receive 50% of the Participant's Account Balances in the form of a life
annuity must waive the right in the time and manner described in Section 8.7.

8.5.4 Notwithstanding Section 8.5.3 above, if at the time the Participant
dies his or her Account Balance does not exceed $5,000 the Account will be
distributed in the form of a single sum payment. In addition, if more than one
Beneficiary is concurrently entitled to receive annuity payments, or if the
monthly annuity payment to any Beneficiary would be less than $50 (or another
amount established from time to time by the Administrator), the Administrator
may

-36-

choose to pay the value of the annuity in a single sum, so long as the single
sum would not exceed the dollar limit of the previous sentence.

8.6    Failure to Name a Beneficiary for Certain Transferred Participants
------------------------------------------------------------------

If a Participant to whom this Article VIII applies fails to name a
Beneficiary and dies before payment of his or her Account Balance begins, or if
no designated Beneficiary survives the Participant, the Administrator will pay
any amounts due after the Participant's death to the Participant's Surviving
Spouse or, if there is no Surviving Spouse, to the Participant's surviving
children in equal shares. If the Participant leaves behind no Surviving Spouse
or surviving children, the Administrator will pay any amounts then due to the
Participant's estate.

8.7    Waiver of Preretirement Survivor Annuity for Certain Transferred
----------------------------------------------------------------
Participants
------------

8.7.1 A Participant to whom this Article VIII applies may designate
someone other than his or her Surviving Spouse as a primary Beneficiary to
receive any portion of his or her Account Balance payable after his or her
death, or the Participant or his or her Surviving Spouse may choose a form of
benefit other than the life annuity for the 50% of the Account Balances that
will automatically be paid to the Surviving Spouse as a life annuity only if the
designation or election meets the requirements of this Section 8.7 outlined
below.

8.7.2 The Administrator will provide each Participant with a written
explanation of:

(a)   the 50% preretirement life annuity payable to the Participant's
Surviving Spouse;

(b)   the Participant's right to waive that annuity and the effect of
such a waiver;

(c)   the right of the Participant's spouse to the 50% preretirement life
annuity and the effect of waiving that right; and

(d)   the Participant's right to revoke a previous waiver and the effect
of such a revocation;

(e)   the right of the Participant to name someone other than his or her
Surviving Spouse as a Beneficiary;

(f)   the right of the Participant's spouse to be named as the primary
Beneficiary for all of the Participant's Account Balance and the
effect of waiving that right; and

(g)   the Participant's right to revoke a previous designation of someone
other than the Surviving Spouse as a Beneficiary, and the effect of
such a revocation.

The Administrator will provide the above explanation to the Participant during
the period that begins on the first day of the Plan Year in which the
Participant reaches age 32 and ends on the last day of the Plan Year in which
the Participant reaches age 34. If a Participant first becomes a Participant
after the start of that period, the Administrator will provide the explanation
no later than the end of the second Plan Year after the Participant first
becomes a Participant.

-37-

8.7.3 A designation of someone other than the Surviving Spouse as a
primary Beneficiary, or the election of a form of benefit other than the 50%
preretirement life annuity will be effective only if it is made in writing and
consented to by the Participant's spouse, with the spouse's consent witnessed by
a notary public or the Administrator. Moreover, the election must be made during
the period that begins on the first day of the Plan Year in which the
Participant reaches age 35 (or, if earlier, the date the Participant separates
from service) and ends on the date of the Participant's death. Any subsequent
change of Beneficiary to an individual who is not the Participant's Surviving
Spouse must also be in writing and consented to by the Participant's spouse,
with the spouse's consent witnessed by a notary public or the Administrator.
Spousal consent is not necessary if the Participant establishes to the
satisfaction of a Plan representative that the Participant does not have a
spouse, or that the Participant's spouse cannot be located. Spousal consent is
also unnecessary if the Participant produces a court order to the effect that
the Participant is legally separated from his or her spouse or has been
abandoned by the spouse, within the meaning of the law of the Participant's
state of residence, unless a qualified domestic relations order requires
otherwise. If the Participant's spouse is legally incompetent to give consent,
the spouse's legal guardian may give the spouse's consent, even if the legal
guardian is the Participant. A spouse's consent will be valid only as to that
spouse, and an election deemed effective without the spouse's consent will be
valid only as to the spouse designated as to that election. A Participant may
revoke a prior waiver of the 50% preretirement life annuity or a prior
designation of someone other than the Surviving Spouse as a primary Beneficiary
without the consent of his or her spouse, and may revoke such a waiver or
designation an unlimited number of times.

8.7.4 A Participant's former spouse will be treated as the spouse or
Surviving Spouse only to the extent provided under a qualified domestic
relations order as described in Code Section 414(p).

ARTICLE IX

Fiduciaries
-----------

9.1    Named Fiduciaries
-----------------

9.1.1 The Company is the Plan sponsor and a "named fiduciary," as that
term is defined in ERISA Section 402(a)(2), with respect to control over and
management of the Plan's assets only to the extent that it (a) appoints the
members of the Committee which administers the Plan at the Administrator's
direction; (b) delegates its authorities and duties as "plan administrator" (as
defined under ERISA) to the Committee; and (c) continually monitors the
performance of the Committee.

9.1.2 The Company as Administrator, and the Committee, which administers
the Plan at the Administrator's direction, are "named Fiduciaries" of the Plan,
as that term is defined in ERISA Section 402(a)(2), with authority to control
and manage the operation and administration of the Plan. The Administrator is
also the "administrator" and "plan administrator" of the Plan, as those terms
are defined in ERISA Section 3(16)(A) and Code Section 414(g), respectively.

-38-

9.1.3 The Trustee is a "named fiduciary" of the Plan, as that term is
defined in ERISA Section 402(a)(2), with authority to manage and control all
Trust assets, except to the extent that authority is allocated under the Plan
and Trust to the Administrator or is delegated to an Investment Manager, an
insurance company, or the Plan Participants at the direction of the
Administrator or the Committee.

9.1.4 The Company, Committee, Administrator and Trustee are the only
named fiduciaries of the Plan.

9.2    Employment of Advisers
----------------------

A named fiduciary, and any fiduciary appointed by a named fiduciary, may
employ one or more persons to render advice regarding any of the named
fiduciary's or fiduciary's responsibilities under the Plan.

9.3    Multiple Fiduciary Capacities
-----------------------------

Any named fiduciary and any other fiduciary may serve in more than one
fiduciary capacity with respect to the Plan.

9.4    Payment of Expenses
-------------------

All Plan expenses, including expenses of the Administrator, the
Committee, the Trustee, any Investment Manager and any insurance company, will
be paid by the Trust Fund, unless a Participating Employer elects to pay some or
all of those expenses. All or a portion of the recordkeeping costs or charges
imposed or incurred (if any) in maintaining the Plan will be charged on a per
capita basis to the Account of each Participant. In addition, all charges
imposed or incurred (if any) for an Investment Fund or a transfer between
Investment Funds will be charged to the Account of the Participant directing
that investment. In addition, all charges imposed or incurred for a Participant
loan will be charged to the Account of the Participant requesting the loan.

9.5    Indemnification
---------------

To the extent not prohibited by state or federal law, each Participating
Employer agrees to, and will indemnify and save harmless the Administrator, any
past, present, additional or replacement member of the Committee, and any other
Employee, officer or director of that Participating Employer, from all claims
for liability, loss, damage (including payment of expenses to defend against any
such claim) fees, fines, taxes, interest, penalties and expenses which result
from any exercise or failure to exercise any responsibilities with respect to
the Plan, other than willful misconduct or willful failure to act.

-39-

ARTICLE X

Plan Administration
-------------------

10.1   Powers, Duties and Responsibilities of the Administrator and the
----------------------------------------------------------------
Committee
---------

10.1.1 The Administrator and the Committee have full discretion and power
to construe the Plan and to determine all questions of fact or interpretation
that may arise under it. An interpretation of the Plan or determination of
questions of fact regarding the Plan by the Administrator or Committee will be
conclusively binding on all persons interested in the Plan.

10.1.2 The Administrator and the Committee have the power to promulgate
such rules and procedures, to maintain or cause to be maintained such records
and to issue such forms as they deem necessary or proper to administer the Plan.

10.1.3 Subject to the terms of the Plan, the Administrator and/or the
Committee will determine the time and manner in which all elections authorized
by the Plan must be made or revoked.

10.1.4 The Administrator and the Committee have all the rights, powers,
duties and obligations granted or imposed upon them elsewhere in the Plan.

10.1.5 The Administrator and the Committee have the power to do all other
acts in the judgment of the Administrator or Committee necessary or desirable
for the proper and advantageous administration of the Plan.

10.1.6 The Administrator and the Committee will exercise all of their
responsibilities in a uniform and nondiscriminatory manner.

10.2   Investment Powers, Duties and Responsibilities of the Administrator and
-----------------------------------------------------------------------
the Committee
-------------

10.2.1 The Administrator and the Committee have the power to make and
deal with any investment of the Trust in any manner it deems advisable and which
is consistent with the Plan. Notwithstanding the foregoing, the power to make
and deal with Trust investments does not extend to any assets subject to the
direction and control of Plan Participants as described in Section 10.3.2.

10.2.2 The Administrator and/or the Committee will establish and carry
out a funding policy and method consistent with the objectives of the Plan and
the requirements of ERISA.

10.2.3 The Administrator and the Committee have the power to direct that
assets of the Trust be held in a trust or a master trust consisting of assets of
plans maintained by a Participating Employer that are qualified under Code
Section 401(a).

-40-

10.3 Investment of Accounts
----------------------

10.3.1 The Administrator or, as delegated by the Administrator, the
Committee, may establish such different Investment Funds as it from time to time
determines to be necessary or advisable for the investment of Participants'
Accounts, including Investment Funds pursuant to which Accounts can be invested
in "qualifying employer securities," as defined in Part 4 of Title I of ERISA.
Each Investment Fund will have the investment objective or objectives
established by the Administrator or Committee. Except to the extent investment
responsibility is expressly reserved in another person, the Administrator or the
Committee, in its sole discretion, will determine what percentage of the Plan
assets is to be invested in qualifying employer securities. The percentage
designated by the Administrator can exceed ten percent of the Plan's assets, up
to a maximum of all of the Plan's assets.

10.3.2 Except as provided in Section 10.3.3, the Administrator or, as
delegated by the Administrator, the Committee, may in its sole discretion permit
Participants to determine the portion of their Accounts that will be invested in
each Investment Fund. The frequency with which a Participant may change his or
her investment election concerning future Pre-Tax Contributions or his or her
existing Account will be governed by uniform and nondiscriminatory rules
established by the Administrator or the Committee. To the extent permitted under
ERISA, the Plan is intended to comply with and be governed by Section 404(c) of
ERISA.

10.3.3 Notwithstanding Section 10.3.2, Company Contributions must be
invested in the Company Stock Fund, or, for periods prior to the Distribution
Date, the FMC Stock Fund and may not be invested in any other Investment Fund.
Effective as of the Distribution Date, a Participant may transfer any amounts
out of the FMC Stock Fund. Effective as of the Distribution Date, no Participant
may make contributions to or transfers to the FMC Stock Fund.

10.4 Valuation of Accounts
---------------------

A Participant's Accounts will be revalued at fair market value on each
Valuation Date. On each Valuation Date, the earnings and losses of the Trust
will be allocated to each Participant's Account in the ratio that his or her
total Account Balance bears to all Account Balances. Notwithstanding the
foregoing, if the Administrator or Committee establishes Investment Funds
pursuant to Section 10.3, the earnings and losses of the particular Investment
Funds will be allocated in the ratio that the portion of each Participant's
Account Balance invested in a particular Investment Fund bears to the total
amount invested in that fund. If and to the extent the rules of any Investment
Fund require a different method of valuation, those rules will be followed.

10.5 The Insurance Company
---------------------

The Administrator or the Committee may appoint one or more insurance
companies as Funding Agents, and may purchase insurance contracts, annuity
contracts or policies from one or more insurance companies with Plan assets.
Neither the Administrator nor the Committee, nor any other Plan fiduciary will
be liable for any act or omission of an insurance company with respect to any
duties delegated to any insurance company.

-41-

10.6 Compensation
------------

Each person providing services to the Plan will be paid such reasonable
compensation as is from time to time agreed upon between the Company and that
service provider, and will have his, her or its expenses reimbursed.
Notwithstanding the foregoing, no person who is an Employee will be paid any
compensation for his or her services to the Plan.

10.7 Delegation of Responsibility
----------------------------

The Administrator and the Committee may designate by written instrument one
or more actuaries, accountants or consultants as fiduciaries to carry out, where
appropriate, their administrative responsibilities, including their fiduciary
duties. The Committee may from time to time allocate or delegate to any
subcommittee, member of the Committee and others, not necessarily employees of
the Company, any of its duties relative to compliance with ERISA, administration
of the Plan and other related matters, including those involving the exercise of
discretion. The Company's duties and responsibilities under the Plan will be
carried out by its directors, officers and employees, acting on behalf of and in
the name of the Company in their capacities as directors, officers and
employees, and not as individual fiduciaries. No director, officer or employee
of the Company will be a fiduciary with respect to the Plan unless he or she is
specifically so designated and expressly accepts such designation.

10.8 Committee Members
-----------------

The Committee will consist of at least three people, who need not be
directors, and will be appointed by the Chief Executive Officer of the Company.
Any Committee member may resign and the Chief Executive Officer may remove any
Committee member, with or without cause, at any time. A majority of the members
of the Committee will constitute a quorum for the transaction of business, and
the act of a majority of the Committee members at a meeting at which a quorum is
present will be an act of the Committee. The Committee can act by written
consent signed by all of its members. Any member of the Committee who is an
Employee cannot receive compensation for his or her services for the Committee.
No Committee member will be entitled to act on or decide any matter relating
solely to his or her status as a Participant.

ARTICLE XI

Appointment of Trustee
----------------------

The Committee or its authorized delegate will appoint the Trustee and
either may remove it. The Trustee accepts its appointment by executing the trust
agreement. A Trustee will be subject to direction by the Committee or its
authorized delegate or, to the extent specified by the Company, by an Investment
Manager or other Funding Agent, and will have the degree of discretion to manage
and control Plan assets specified in the trust agreement. Neither the
Administrator nor the Committee, nor any other Plan fiduciary will be liable for
any act or omission to act of a Trustee, as to duties delegated to the Trustee.
Any Trustee appointed under this Article XI will be an institution.

-42-

ARTICLE XII

Plan Amendment or Termination
-----------------------------

12.1 Plan Amendment or Termination
-----------------------------

The Company may amend, modify or terminate this Plan at any time by
resolution of its Board or by resolution of or other action recorded in the
minutes of the Administrator or the Committee. Execution and delivery by the
Chairman of the Board, the President, any Vice President of the Company or the
Committee of an amendment to the Plan is conclusive evidence of the amendment,
modification or termination.

12.2 Limitations on Plan Amendment
-----------------------------

No Plan amendment can:

(a)  authorize any part of the Trust Fund to be used for, or diverted to,
purposes other than the exclusive benefit of Participants or their
Beneficiaries;

(b)  decrease the accrued benefits of any Participant or his or her
Beneficiary under the Plan; or

(c)  except to the extent permitted by law, eliminate or reduce an early
retirement benefit or retirement-type subsidy (as defined in Code
Section 411) or an optional form of benefit with respect to service
prior to the date the amendment is adopted or effective, whichever is
later.

12.3 Right to Terminate Plan or Discontinue Contributions
----------------------------------------------------

The Participating Employers intend and expect to continue this Plan in
effect and to make the contributions provided for in this Plan. However, the
Company reserves the right to terminate the Plan at any time in the manner set
forth in Section 12.1. In addition, each Participating Employer reserves the
right to completely discontinue contributions to the Plan for its Employees at
any time. Upon termination of the Plan, each affected Participant's Account
Balance will be vested and nonforfeitable and the Trust will continue until the
Trust Fund has been distributed.

12.4 Bankruptcy
----------

If the Company is ever judicially declared bankrupt or insolvent, and no
provisions to continue the Plan are made in the bankruptcy or insolvency
proceeding, the Plan will, to the extent permissible under federal bankruptcy
law, be completely terminated.

-43-

ARTICLE XIII

Miscellaneous Provisions
------------------------

13.1 Subsequent Changes
------------------

All benefits to which any Participant, Surviving Spouse or Beneficiary may
be entitled under this Plan will be determined under the Plan as in effect when
the Participant ceases to be an Eligible Employee, and will not be affected by
any subsequent change in the provisions of the Plan, unless either the
Participant again becomes an Eligible Employee or the subsequent change
expressly applies to the Participant.

13.2 Merger or Transfer of Assets
----------------------------

13.2.1 Neither the merger or consolidation of a Participating Employer with
any other person, nor the transfer of the assets of a Participating Employer to
any other person, nor the merger of the Plan with any other plan will constitute
a termination of the Plan.

13.2.2 The Plan may not merge or consolidate with, or transfer any assets
or liabilities to, any other plan, unless each Participant would (if the Plan
then terminated) receive a benefit immediately after the merger, consolidation
or transfer which is equal to or greater than the benefit he or she would have
been entitled to receive immediately before the merger, consolidation or
transfer (if the Plan had then terminated).

13.3 Benefits Not Assignable
-----------------------

13.3.1 A Participant's Account Balance may not be assigned or alienated
either voluntarily or involuntarily.

13.3.2 Notwithstanding the foregoing, a Participant may pledge his or her
Pre-Tax Account as security for a loan under Section 6.7. In addition, the
Administrator or Committee will comply with the terms of any qualified domestic
relations order, as defined in Code Section 414(p). Notwithstanding any other
provision of the Plan, the Funding Agent has all powers that would otherwise be
assigned to the Administrator, regarding the interpretation of and compliance
with qualified domestic relations orders, including the power make and enforce
rules regarding segregations of or holds on a Participant's Account to comply
with a qualified domestic relations order, or when a domestic relations order is
reasonably expected, or is under examination of its status.

13.3.3 The prohibition of Section 13.3.1 will not apply to any offset of a
Participant's Account Balance against an amount the Participant is ordered or
required to pay to the Plan under a judgment, order, decree or settlement
agreement that meets the requirements of this Section 13.3.3. The requirement to
pay must arise under a judgment of conviction for a crime involving the Plan,
under a civil judgment (including a consent order or decree) entered by a court
in an action brought in connection with a violation (or alleged violation) of
part 4 of subtitle B of title I of ERISA, or pursuant to a settlement agreement
between the Secretary of Labor and the Participant in connection with a
violation (or alleged violation) of that part 4. In

-44-

addition, the judgment, order, decree or settlement agreement must expressly
provide for the offset of all or part of the amount that must be paid to the
Plan against the Participant's Account Balance.

13.4 Exclusive Benefit of Participants
---------------------------------

Notwithstanding any other provision of the Plan, no part of the Trust Fund
must ever be used for, or diverted to, any purpose other than the exclusive
providing benefits to Participants and their Beneficiaries and defraying the
reasonable expenses of the Plan, except that, upon the direction of the
Administrator:

(a)  any contribution made by a Participating Employer by a mistake of fact
will be returned within one year after payment of the contribution;

(b)  any contribution made by a Participating Employer that was conditioned
upon its deductibility shall be returned to the extent disallowed as a
deduction under Code Section 404 within one year after the deduction
is disallowed; and

(c)  any contribution that was initially conditioned on the Plan's
satisfying the requirements of Code Section 401(a) will be returned to
the Participating Employer who made it, if the Plan is initially
determined not to satisfy the requirements of Code Section 401(a).

Any amount a Participating Employer seeks to recover under paragraph (a) or
(b) will be reduced by the amount of any losses attributable to it, but will not
be increased by the amount of any earnings attributable to it.

13.5 Benefits Payable to Minors, Incompetents and Others
---------------------------------------------------

If any benefit is payable to a minor, an incompetent, or a person otherwise
under a legal disability, or to a person the Administrator reasonably believes
to be physically or mentally incapable of handling and disposing of his or her
property, whether because of his or her advanced age, illness, or other physical
or mental impairment, the Administrator has the power to apply all or any part
of the benefit directly to the care, comfort, maintenance, support, education,
or use of the person, or to pay all or any part of the benefit to the person's
parent, guardian, committee, conservator, or other legal representative,
wherever appointed, to the individual with whom the person is living or to any
other individual or entity having the care and control of the person. The Plan,
the Administrator and any other Plan fiduciary will have fully discharged their
responsibilities to the Participant, Surviving Spouse or Beneficiary entitled to
a payment by making payment under the preceding sentence.

13.6 Plan Not A Contract of Employment
---------------------------------

The Plan is not a contract of Employment, and the terms of Employment of
any Employee will not be affected in any way by the Plan or any related
instruments, except as specifically provided in the Plan or related instruments.

-45-

13.7 Source of Benefits
------------------

Plan benefits wiill be paid or provided for solely from the Trust or
applicable insurance or annuity contracts, and the Participating Employers
assume no liability for Plan benefits.

13.8 Proof of Age and Marriage
-------------------------

Participants and Beneficiaries must furnish proof of age and marital status
satisfactory to the Administrator or Committee when and if the Administrator or
Committee reasonably requests it. The Administrator or Committee may delay the
payment of any benefits under the Plan until all pertinent information regarding
age and marital status has been presented to it, and then, if appropriate, make
payment retroactively.

13.9 Controlling Law
---------------

The Plan is intended to qualify under Code Section 401(a) and to comply
with ERISA, and its terms will be interpreted accordingly. If any Plan provision
is subject to more than one construction, the ambiguity will be resolved in
favor of the interpretation or construction consistent with that intent.
Similarly, if there is a conflict between any Plan provisions, or between any
Plan provision and any Plan administrative form submitted to the Administrator,
the Plan provisions necessary to retain qualified status under Code Section
401(a) will govern. Otherwise, to the extent not preempted by ERISA or as
expressly provided herein, the laws of the State of Delaware (other than its
conflict of laws provisions) will control the interpretation and performance of
the Plan.

13.10 Income Tax Withholding
----------------------

The Administrator or Committee may direct that any amounts necessary to
comply with applicable employment tax law be withheld from any payment due under
this Plan.

13.11 Claims Procedure
----------------

13.11.1 Any application for benefits under the Plan and all inquiries
concerning the Plan shall be submitted to the Company at such address as may be
announced to Participants from time to time. Applications for benefits shall be
in writing on the form prescribed by the Company and shall be signed by the
Participant or, in the case of a benefit payable after the death of the
Participant, by the Participant's Surviving Spouse or Beneficiary, as the case
may be.

13.11.2 The Company shall give written notice of its decision on any
application to the applicant within 90 days. If special circumstances require a
longer period of time the Company shall so notify the applicant within 90 days,
and give written notice of its decision to the applicant within 180 days after
receiving the application. In the event any application for benefits is denied
in whole or in part, the Company shall notify the applicant in writing of the
right to a review of the denial. Such written notice shall set forth, in a
manner calculated to be understood by the applicant, specific reasons for the
denial, specific references to the Plan provisions on which the denial is based,
a description of any information or material necessary to

-46-

perfect the application, an explanation of why such material is necessary and an
explanation of the Plan's review procedure.

13.11.3 The Company shall appoint a "Review Panel," which shall consist of
three or more individuals who may (but need not) be employees of the Company.
The Review Panel shall be the named fiduciary that has the authority to act with
respect to any appeal from a denial of benefits under the Plan, and shall hold
meetings at least quarterly, as needed.

13.11.4 Any person (or his authorized representative) whose application for
benefits is denied in whole or in part may appeal the denial by submitting to
the Review Panel a request for a review of the application within 60 days after
receiving written notice of the denial. The Company shall give the applicant or
such representative an opportunity to review, by written request, pertinent
materials (other than legally privileged documents) in preparing such request
for review. The request for review shall be in writing and addressed as follows:
"Review Panel of the Employee Welfare Benefits Plan Committee, 200 East Randolph
Drive, Chicago, Illinois 60601." The request for review shall set forth all of
the grounds on which it is based, all facts in support of the request and any
other matters which the applicant deems pertinent. The Review Panel may require
the applicant to submit such additional facts, documents or other material as it
may deem necessary or appropriate in making its review.

13.11.5 The Review Panel shall act upon each request for review within 60
days after receipt thereof. If special circumstances require a longer period of
time the Review Panel shall so notify the applicant within 60 days, and give
written notice of its decision to the applicant within 120 days after receiving
the request for review. The Review Panel shall give notice of its decision to
the Company and to the applicant in writing. In the event the Review Panel
confirms the denial of the application for benefits in whole or in part, such
notice shall set forth in a manner calculated to be understood by the applicant,
the specific reasons for such denial and specific references to the Plan
provisions on which the decision is based.

13.11.6 The Review Panel shall establish such rules and procedures,
consistent with ERISA and the Plan, as it may deem necessary or appropriate in
carrying out its responsibilities under this Section 13.11.

13.11.7 No legal or equitable action for benefits under the Plan shall be
brought unless and until the claimant (a) has submitted a written application
for benefits in accordance with Section 13.10.1, (b) has been notified by the
Company that the application is denied, (c) has filed a written request for a
review of the application in accordance with Section 13.10.4 and (d) has been
notified in writing that the Review Panel has affirmed the denial of the
application; provided that legal action may be brought after the Review Panel
has failed to take any action on the claim within the time prescribed in Section
13.11.5. A claimant may not bring an action for benefits in accordance with this
Section 13.11.7 later than 90 days after the Review Panel denies the claimant's
application for benefits.

-47-

13.12 Participation in the Plan by An Affiliate
-----------------------------------------

13.12.1 With the consent of the Board or an authorized delegate of the
Board, any Affiliate, by appropriate action of its board of directors, a general
partner or the sole proprietor, as the case may be, may adopt the Plan. Each
Affiliate will determine the classes of its Employees that will be Eligible
Employees and the amount of its contribution to the Plan on behalf of its
Eligible Employees.

13.12.2 With the consent of the Board or an authorized delegate of the
Board, a Participating Employer, by appropriate action, may terminate its
participation in the Plan.

13.12.3 With the consent of the Board or an authorized delegate of the
Board, a Participating Employer, by appropriate action, may withdraw from the
Plan and the Trust. A Participating Employer's withdrawal will be deemed to be
an adoption by that Participating Employer of a plan and trust identical to the
Plan and the Trust, except that all references to the Company will be deemed to
refer to that Participating Employer. At such time and in such manner as the
Administrator directs, the assets of the Trust allocable to Employees of the
Participating Employer will be transferred to the trust deemed adopted by the
Participating Employer.

13.12.4 A Participating Employer will have no power with respect to the
Plan except as specifically provided herein.

13.13 Action by Participating Employers
---------------------------------

Any action required to be taken by the Company pursuant to any Plan
provisions will be evidenced in the manner set forth in Section 12.1. Any action
required to be taken by a Participating Employer will be evidenced by a
resolution of the Participating Employer's board of directors or an authorized
delegate of that board. Participating Employer action may also be evidenced by a
written instrument executed by any person or persons authorized to take the
action by the Participating Employer's board of directors, any authorized
delegate of that board, or the stockholders. A copy of any written instrument
evidencing the action by the Company or Participating Employer must be delivered
to the secretary or assistant secretary of the Company or Participating
Employer.

13.14 Dividends
---------

Any dividends credited to a group annuity contract between the
Participating Employer and the Funding Agent will be used to provide additional
benefits under the Plan.

ARTICLE XIV

Top Heavy Provisions
--------------------

14.1  Top Heavy Definitions
---------------------

For purposes of this Article XIV and any amendments to it, the terms
listed in this Section 14.1 have the meanings ascribed to them below.

-48-

14.1.1 Aggregate Employer Contributions means the sum of all Company
Contributions and Forfeitures allocated under this Plan for a Matched
Participant, and all employer contributions and forfeitures allocated for the
Matched Participant to all Related Defined Contributions in the Aggregation
group.

14.1.2 Aggregation Group means the group of plans in a Mandatory
Aggregation Group, if any, that includes the Plan, unless including additional
Related Plans in the group would prevent the Plan for being a Top Heavy Plan, in
which case Aggregation Group means the group of plans in a Permissive
Aggregation Group, if any, that includes the Plan.

14.1.3 Determination Date means, for a Plan Year, the last day of the
preceding Plan Year. If the Plan is part of an Aggregation Group, the
Determination Date for each other plan will be, for any Plan Year, the
Determination Date for that other plan that falls in the same calendar year as
the Determination Date for the Plan.

14.1.4 Key Employee means an employee described in Code Section 416(i)(1)
and the regulations promulgated thereunder. Generally, a Key Employee is an
Employee or former Employee who, at any time during the Plan Year containing the
Determination Date or any of the four preceding Plan Years, is:

(a)  an officer of the Company or an Affiliate with annual Compensation
greater than 50% of the amount in effect under Code Section
415(b)(1)(A);

(b)  one of the ten Employees of the Company and all Affiliates owning (or
considered to own within the meaning of Code Section 318) the largest
interests in any of the Company and the Affiliates, but only if the
Employee has annual Compensation greater than the limitation in effect
under Code Section 415(c)(1)(A);

(c)  a five percent owner of the Company or an Affiliate; or

(d)  a one percent owner of the Company or an Affiliate with annual
Compensation from the Company and all Affiliates of more than
$150,000.

For purposes of determining who is a Key Employee, the Plan's definition of
Compensation will be applied by taking into account amounts paid by Affiliates
who are not Participating Employers, as well as amounts paid by Participating
Employers, and without applying the exclusions for amounts paid by a
Participating Employer to cover an Employee's nonqualified deferred compensation
FICA tax obligations and for gross-up payments on such FICA tax payments.

14.1.5 Mandatory Aggregation Group means each plan (considering the Plan
and Related Plans) that, during the Plan Year that contains the Determination
Date or any of the four preceding Plan Years:

(a)  had a participant who was a Key Employee; or

-49-

(b)      was required to be considered with a plan in which a Key Employee
participated in order to enable the plan in which the Key Employee
participated to meet the requirements of Code Section 401(a)(4) or
410(b).

14.1.6   Non-key Employee means an Employee or former Employee who is not a
Key Employee.

14.1.7   Permissive Aggregation Group means the group of plans consisting
of the plans in a Mandatory Aggregation Group with the Plan, plus any other
Related Plan or Plans that, when considered as a part of the Aggregation Group,
does not cause the Aggregation Group to fail to satisfy the requirements of Code
Section 401(a)(4) or 410(b).

14.1.8   Present Value of Accrued Benefits means, for any Plan Year, an
amount equal to the sum of (a), (b) and (c) for each person who, in the Plan
Year containing the Determination Date, was a Key Employee or a Non-key
Employee.

(a)      The value of a person's full Account Balance under the Plan, plus
his or her total account balances under each Related Defined
Contribution Plan in the Aggregation Group, determined as of the
valuation date coincident with or immediately preceding the
Determination Date, adjust for contributions due as of the
Determination Date, as follows:

(i)    in the case of a plan not subject to the minimum funding
requirements of Code Section 412, by including the amount
of any contributions actually made after the valuation but
on or before the Determination Date and, in the first plan
year of a plan, by including contributions made after the
Determination Date that are allocated as of a date in the
first plan year; and

(ii)   in the case of a plan that is subject to the minimum
funding requirements of Code Section 412, by including the
amount of any contributions that would be allocated as of a
date no later than the Determination Date, plus adjustments
to those amounts required under applicable rulings, even
though those amounts are not yet required to be contributed
or allocated (e.g., because they have been waived) and by
including the amount of any contributions actually made (or
due to be made) after the valuation date but before the
expiration of the extended payment period in Code Section
412(c)(10).

(b)      The sum of the actuarial present value of a person's accrued
benefits under each Related Defined Benefit Plan in the
Aggregation Group, determined for any person who is employed by a
Participating Employer on a Determination Date, expressed as a
benefit commencing at normal retirement date (or, if later, the
person's attained age). The present value of an accrued benefit
under a Related Defined Benefit Plan is determined as of the most
recent valuation date that is within the 12-month period ending on
the Determination Date.

-50-

(c)  The aggregate value of amounts distributed during the plan year that
includes the Determination Date or any of the four preceding plan
years, including amounts distributed under a terminated plan that, if
it had not been terminated, would have been in the Aggregation Group.

14.1.9 Related Plan means any other defined contribution plan (a "Related
Defined Contribution Plan") or defined benefit plan (a "Related Defined Benefit
Plan") (both as defined in Code Section 415(k), maintained by the Company or an
Affiliate.

14.1.10 A Super Top Heavy Aggregation Group exists in any Plan Year for
which, as of the Determination Date, the sum of the Present Value of Accrued
Benefits for Key Employees under all plans in the Aggregation Group exceeds 90%
of the sum of the Present Value of Accrued Benefits for all employees under all
plans in the Aggregation Group. In determining the sum of the Present Value of
Accrued Benefits for all employees, the Present Value of Accrued Benefits for
any Non-key Employee who was a Key Employee for any Plan Year preceding the Plan
Year that contains the Determination Date will be excluded.

14.1.11 Super Top Heavy Plan means the Plan when it is described in the
second sentence of Section 14.2.

14.1.12 A Top Heavy Aggregation Group exists in any Plan Year for which, as
of the Determination Date, the sum of the Present Value of Accrued Benefits for
Key Employees under all plans in the Aggregation Group exceeds 60% of the sum of
the Present Value of Accrued Benefits for all employees under all plans in the
Aggregation Group. In determining the sum of the Present Value of Accrued
Benefits for all employees, the Present Value of Accrued Benefits for any
Non-key Employee who was a Key Employee for any Plan Year preceding the Plan
Year that contains the Determination Date will be excluded.

14.1.13 Top Heavy Plan means the Plan when it is described in the first
sentence of Section 14.2.

14.2 Determination of Top Heavy Status
---------------------------------

This Plan is a Top Heavy Plan in any Plan Year in which it is a member of a
Top Heavy Aggregation Group, including a Top Heavy Aggregation Group that
includes only the Plan. The Plan is a Super Top Heavy Plan in any Plan Year in
which it is a member of a Super Top Heavy Aggregation Group, including a Super
Top Heavy Aggregation Group that includes only the Plan.

14.3 Minimum Allocation for Top Heavy Plan
-------------------------------------

14.3.1 For any Plan Year that the Plan is a Top Heavy Plan, the sum of the
Company Contributions and Forfeitures allocated to the Accounts of each Matched
Participant who is a Non-key Employee will be at least three percent of the
Matched Participant's Compensation. However, if the sum of the Company
contributions and Forfeitures allocated to the Accounts of each Matched
Participant who is a Key Employee for the Plan Year is less than three percent
of his or her Compensation and this Plan is not required to be included in an
Aggregation Group to enable a defined benefit plan to meet the requirements of
Code Section 401(a)(4) or 410(b), the

-51-

sum of the Company Contributions and Forfeitures allocated to the Accounts of
each Matched Participant who is a Non-key Employee for the Plan Year will be
equal to the largest percentage of Compensation allocated to the Accounts of any
Matched Participant who is a Key Employee. Notwithstanding the foregoing, no
minimum allocation will be required for any Non-key Employee who participates in
another defined contribution plan subject to Code Section 412 and included with
this Plan in a Mandatory Aggregation Group.

14.3.2 For any Plan Year when the Plan is a Top Heavy Plan but not a Super
Top Heavy Plan and a Key Employee is a participant in both this Plan and a
defined benefit plan included in a Mandatory Aggregation Group that is top
heavy, the extra minimum allocation will be provided only in this Plan, and by
substituting four percent for three percent, where the latter percentage appears
in Section 14.3.1.

14.3.3 For any Plan Year that the Plan is a Top Heavy Plan, the minimum
allocations set forth in this Section 14.3 will be allocated to the Accounts of
all Non-key Employees who are Matched Participants and who are employed by the
Company on the last day of the Plan Year, regardless of their service during the
Plan Year, and whether or not they have made contributions of their own to the
Plan.

14.3.4 In lieu of the above, if a Non-key Employee participates in this
Plan and a Related Defined Benefit Plan included with this Plan in a Mandatory
Aggregation Group that is a Top Heavy Aggregation Group, a minimum allocation of
five percent of Compensation will be provided under this Plan. However, for any
Plan Year when the Plan is a Top Heavy Plan but not a Super Top Heavy Plan and a
Key Employee is a participant in both this Plan and a Related Defined Benefit
Plan included with this Plan in a Mandatory Aggregation Group, seven and
one-half percent will be substituted for five percent where the latter
percentage appears in this Section 14.3.4, and the extra minimum allocation will
be provided only in this Plan.

-52-

To record the amendment and restatement of the Plan to read as set forth
herein, the Company has caused its authorized member of the Committee to execute
the same this 28th day of September, 2001, to be effective as of September 28,
2001, except as otherwise expressly provided herein.

FMC TECHNOLOGIES, INC.

By   /s/ Michael W. Murray
---------------------------------
Member, Employee Welfare Benefits
Plan Committee

-53-

APPENDIX A

Bargaining Units Covered Under the Plan
---------------------------------------

Until otherwise negotiated, the bargaining units whose members are covered by
the Plan, and the effective dates of their coverage, are listed below:

Effective Date             Effective Date of
Name of Bargaining Unit                 of Plan Coverage           FMC Plans Coverage
-----------------------                 ----------------           ------------------

Packaging Systems Division, Green
Bay, Wisconsin, United Steel
Workers, Local 32-6050                  Effective Date             October 1, 1989;
Division Sold by FMC
June 17, 1998; Account
balances remained in FMC
Plans

Jetway Systems, Ogden, Utah United
Steel Workers Local 612                 Effective Date            January 1, 1995

Agricultural Machinery Division,
Hoopeston, Illinois, United Paper-
workers International Union, AFL-
C10, CLC, Local 7985                    Effective Date             January 1, 1997

Smith Meter, Inc., Erie, Pennsylvania,
International Union, United Automo-
bile, Aerospace, and Agricultural
Implement Workers of America
Local Union 714                         Effective Date            June 1, 1998

Hawaii Transportation Workers
Union of America                        Effective Date            October 6, 2000

-54-

APPENDIX B

Bargaining Units Matched Under the Plan
---------------------------------------

Until otherwise negotiated, the bargaining units whose members are entitled to a
Company Contribution under Section 3.4 of the Plan, and the effective dates of
their coverage, are listed below:

Effective Date of Eligibility
Effective Date of Eligibility    for FMC Contributions
Name of Bargaining Unit               for Company Contributions        In FMC Matched Plan
-----------------------               -------------------------        ------------------------------

Agricultural Machinery Division,
Hoopeston, Illinois, United Paper-
workers, International Union, AFL-
CIO, CLC, Local 7985                  Effective Date                   January 1, 1997

-55-

APPENDIX C

Elections Through December 31, 2001
-----------------------------------

The following Participants (listed by social security number) who work at the
following locations had deferral and/or contribution elections of less than 2%
under the FMC Plans, and have been grandfathered in those elections under the
Plan through December 31, 2001:

50210 Ogden, Utah

528-77-8981
528-64-6781
528-92-1900
529-04-6475
529-37-4883
529-66-9715
529-92-4281
567-58-0486

51113 Corpus Christi, Texas

467-11-9220

-56-

Exhibit 10.8.b

TRUST AGREEMENT

Between

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

FMC TECHNOLOGIES, INC.

And

FIDELITY MANAGEMENT TRUST COMPANY

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

FMC TECHNOLOGIES, INC. SAVINGS AND INVESTMENT PLAN TRUST

Dated as of September 28, 2001

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

Section                                                                     Page
-------                                                                     ----

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

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

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

Section                                                                     Page
-------                                                                     ----

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

5    Investment of Trust ................................................      5
(a)  Selection of Investment Options
(b)  Available Investment Options
(c)  Participant Direction
(d)  Mutual Funds
(e)  Stock
(f)  Participant

Loans
(g)  Stable Value Investments
(h)  Participation in U.S. Equity Index Commingled Pool
(i)  Trustee Powers

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

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

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

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

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

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

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

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

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

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

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

ii

Section                                                                              Page
-------                                                                              ----

17   Force Majeure ................................................................    28

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

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

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

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

Schedules
---------

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

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

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

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

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

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

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

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

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

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

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

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

Appendix
--------

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

iii

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

WITNESSETH:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3

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

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

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

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

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

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

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

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

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

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

4

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

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

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

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

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

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

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

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

5

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

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

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

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

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

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

6

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

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

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

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

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

(e)   Stock.
-----

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

7

target percentage and drift allowance for such short-term liquid investments.
Subject to its ability to execute open-market trades in FMC Stock or to
otherwise trade with the Sponsor, the Trustee shall be responsible for ensuring
that the short-term investments held in the FMC Stock Fund falls within the
agreed-upon range over time. Each Participant's proportional interest in the FMC
Stock Fund shall be measured in units of participation, rather than shares of
FMC Stock. Such units shall represent a proportionate interest in all of the
assets of the FMC Stock Fund, which includes shares of FMC Stock, short-term
investments and at times, receivables and payables (such as receivables and
payables arising out of unsettled stock trades). The Trustee shall determine a
daily NAV for each unit outstanding of the FMC Stock Fund. Valuation of the FMC
Stock Fund shall be based upon: (A) the Closing Price or, if not available, (B)
the price determined in good faith by the Trustee taking into account the latest
available price of FMC Stock, as reported on the NYSE or such other principal
national securities exchange on which FMC Stock is traded. The NAV shall be
adjusted for gains or losses realized on sales of FMC Stock, appreciation or
depreciation in the value of those shares owned, dividends paid on FMC Stock to
the extent not used to purchase additional units of the FMC Stock Fund for
affected Participants, and interest on the short-term investments held by the
FMC Stock Fund, payables and receivables for pending stock trades, receivables
for dividends not yet distributed, and payables for other expenses of the FMC
Stock Fund, including principal obligations, if any, and expenses that, pursuant
to Sponsor direction, the Trustee accrues or pays from the FMC Stock Fund.

(ii)  Acquisition Limit. Pursuant to the Plan, the Trust may be
-----------------
invested in FMC Stock to the extent necessary to comply with investment
directions in accordance with this Agreement. The Sponsor shall be responsible
for providing specific direction on any acquisition limits required by the Plan
or applicable law. Notwithstanding anything herein to the contrary, effective as
of the Spin-Off Date, contributions and exchanges into the FMC Stock Fund are
prohibited.

(iii)  Fiduciary Duty.

(A) The Named Fiduciary shall continually monitor the
suitability of acquiring and holding FMC Stock under the fiduciary duty rules of
section 404(a) of ERISA (as modified by section 404(a)(2) of ERISA). The Trustee
shall not be liable for any loss or expense which arises from the directions of
the Named Fiduciary with respect to the acquisition and holding of FMC Stock,
unless it is clear on their face that the actions to be taken under those
directions would be prohibited by the foregoing fiduciary duty rules or would be
contrary to the terms of this Agreement.

(B) Each Participant with an interest in FMC Stock (or, in
the event of the Participant's death, his beneficiary) is, for purposes of this
Section 5(e)(iii), hereby designated as a "named fiduciary" (within the meaning
of section 403(a)(1) of ERISA), with respect to the shares

8

allocated to his or her account that were not purchased at his or her direction,
and shall have the right to direct the Trustee as to the manner in which the
Trustee is to vote or tender such shares, including the right to direct the
Trustee's conduct, in accordance with disclosed rules, by his or her failure to
respond within the required time frame.

(iv)  Purchases and Sales of FMC Stock. Unless otherwise directed
--------------------------------
by the Sponsor in writing pursuant to directions that the Trustee can
administratively implement, the following provisions shall govern purchases and
sales of FMC Stock.

(A)  Open Market Purchases and Sales. Purchases and sales
-------------------------------
of FMC Stock shall be made on the open market in accordance with the Trustee's
standard trading guidelines, as they may be amended by the Trustee from time to
time, as necessary to honor exchange and withdrawal activity and to maintain the
target cash percentage and drift allowance for the FMC Stock Fund, provided
that:

(1)  If the Trustee is unable to purchase or sell the
total number of shares required to be purchased or sold on such day as a result
of market conditions; or

(2)  If the Trustee is prohibited by the Securities
and Exchange Commission, the NYSE or principal exchange on which the FMC Stock
is traded, or any other regulatory body from purchasing or selling any or all of
the shares required to be purchased or sold on such day, then the Trustee shall
purchase or sell such shares as soon thereafter as administratively feasible.

(B)  Purchases and Sales from or to Sponsor. If directed by
--------------------------------------
the Sponsor in writing prior to the trading date, the Trustee may purchase or
sell FMC Stock from or to the Sponsor if the purchase or sale is for adequate
consideration (within the meaning of section 3(18) of ERISA) and no commission
is charged.

(C)  Use of an Affiliated Broker. The Named Fiduciary
---------------------------
hereby directs the Trustee to use NFSLLC to provide brokerage services in
connection with any purchase or sale of FMC Stock on the open market, except in
circumstances where the Trustee has determined, in accordance with its standard
trading guidelines or pursuant to Sponsor direction, to seek expedited
settlement of the trades. NFSLLC shall execute such directions directly or
through any of its affiliates. The provision of brokerage services shall be
subject to the following:

(1)  As consideration for such brokerage services, the
Named Fiduciary agrees that NFSLLC shall be entitled to remuneration under this
direction provision in an amount of no more than three and one-fifth cents
($.032) commission on each share of FMC Stock. Any

9

change in such remuneration may be made only by a signed agreement between the
Named Fiduciary and Trustee.

(2)  The Trustee will provide the Named Fiduciary with
periodic reports which summarize all securities transaction-related charges
incurred with respect to trades of FMC Stock for such Plan.

(3)  Any successor organization of NFSLLC, through
reorganization, consolidation, merger or similar transactions, shall, upon
consummation of such transaction, become the successor broker in accordance with
the terms of this direction provision.

(4)  The Trustee and NFSLLC shall continue to rely on
this direction provision until notified to the contrary. The Named Fiduciary
reserves the right to terminate this direction upon written notice to NFSLLC (or
its successor) and the Trustee, in accordance with Section 12 of this Agreement.

(v)  Execution of Purchases and Sales of Units. Unless otherwise
-----------------------------------------
directed in writing pursuant to directions that the Trustee can administratively
implement, purchases and sales of units shall be made as follows:

(A)  Subject to subparagraphs (B) and (C) below, purchases
and sales of units in the FMC Stock Fund (other than for exchanges) shall be
made on the date on which the Trustee receives from the Administrator in good
order all information, documentation, and wire transfers of funds (if
applicable), necessary to accurately effect such transactions. Exchanges of
units in the FMC Stock Fund shall be made in accordance with the Exchange
Guidelines attached hereto as Schedule "H".

(B)  Aggregate sales of units in the FMC Stock Fund on any
day shall be limited to the FMC Stock Fund's Available Liquidity for that day.
In the event that the requested sales exceed the Available Liquidity, then
transactions shall be processed giving precedence to distributions, loans and
withdrawals, and otherwise on a FIFO basis, as provided in Schedule "J"
Specified Hierarchy for the FMC Stock Fund. So long as the FMC Stock Fund is
open for such transactions, sales of units that are requested but not processed
on a given day due to insufficient Available Liquidity shall be suspended until
Available Liquidity is sufficient to honor such transactions in accordance with
the Specified Hierarchy.

(C)  The Trustee shall close the FMC Stock Fund to sales or
purchases of units, as applicable, on any date on which trading in FMC Stock has
been suspended or substantial purchase or sale orders are outstanding and cannot
be executed.

10

(vi)  Securities Law Reports. The Trustee shall not be
----------------------
responsible for filing any reports required under Federal or state securities
laws with respect to the Trust's ownership of FMC Stock, including, without
limitation, any reports required under section 13 or 16 of the Securities
Exchange Act of 1934. The Sponsor shall be responsible for immediately notifying
the Trustee in writing of any requirement known to the Sponsor to stop purchases
or sales of FMC Stock. The Trustee shall provide to the issuer of FMC Stock such
information on the Trust's ownership of FMC Stock as the issuer of FMC Stock may
reasonably request in order to comply with Federal or state securities laws.

(vii) Voting and Tender Offers. Notwithstanding any other
------------------------
provision of this Agreement the provisions of this Section shall govern the
voting and tendering of FMC Stock. The Sponsor shall pay for all printing,
mailing, tabulation and other costs associated with the voting and tendering of
FMC Stock to the extent that such costs are not paid for by the issuer of FMC
Stock.

(A)  Voting.
------

(1)  The Trustee shall furnish to the transfer agent of
the issuer of FMC Stock the names, addresses and social security numbers of the
Participants holding shares in the FMC Stock Fund, and the percentages of shares
owned by each Participant as of the record date through reports and/or data
tape. The issuer of FMC Stock shall be responsible for distributing proxy
materials and voting instruction forms to Participants holding an interest in
the FMC Stock Fund. In the event that the issuer of FMC Stock does not
distribute said proxy materials and voting instruction forms to Participants
holding an interest in FMC Stock, (i) the Sponsor shall utilize its best efforts
to timely distribute or cause to be distributed for Participants said
information; and (ii) the Sponsor shall, upon request, provide the Trustee with
a copy of any material provided to Participants and certify to the Trustee that
the materials have been mailed or otherwise sent to Participants

(2)  Each Participant with an interest in the FMC Stock
Fund shall have the right to direct the Trustee as to the manner in which the
Trustee is to vote (including not to vote) that number of shares of FMC Stock
reflecting such Participant's proportional interest in the FMC Stock Fund (both
vested and unvested). Directions from a Participant to the Trustee concerning
the voting of FMC Stock shall be communicated in writing, or by such other means
as is agreed upon by the Trustee and the Sponsor. These directions shall be held
in confidence by the Trustee and shall not be divulged to the Sponsor, or any
officer or employee thereof, or any other person except to the extent that the
consequences of such directions are reflected in reports regularly communicated
to any such persons in the ordinary course of the performance of the Trustee's
services hereunder. Upon its receipt of the directions, the Trustee shall vote
the shares of FMC Stock reflecting the Participant's proportional interest in
the FMC Stock Fund as directed by the Participant.

11

(3) Prior to the Spin-Off Date, for all undirected shares of FMC
Stock, both allocated and unallocated, the Trustee shall vote as directed by the
Named Fiduciary, except as otherwise required by law. The Named Fiduciary may
delegate to a fiduciary independent of the Trustee and the Sponsor, the
authority to so direct the Trustee. The Sponsor shall bear the cost of any such
delegation. After the Spin-Off Date, except as otherwise required by law, the
Trustee shall vote all undirected shares of FMC Stock, both allocated and
unallocated, in the same manner and in the same proportion as the total number
of shares of FMC Stock credited to Participants' accounts for which it has
received direction from Participants.

(B)  Tender Offers.
-------------

(1) Each Participant with an interest in the FMC Stock Fund shall
have the right to direct the Trustee to tender or not to tender some or all of
the shares of FMC Stock reflecting such Participant's proportional interest in
the FMC Stock Fund (both vested and unvested). Directions from a Participant to
the Trustee concerning the tender of FMC Stock shall be communicated in writing,
or by such other means as is agreed upon by the Trustee and the Sponsor. These
directions shall be held in confidence by the Trustee and shall not be divulged
to the Sponsor, or any officer or employee thereof, or any other person except
to the extent that the consequences of such directions are reflected in reports
regularly communicated to any such persons in the ordinary course of the
performance of the Trustee's services hereunder. The Trustee shall tender or not
tender shares of FMC Stock as directed by the Participant. Except as otherwise
required by law, the Trustee shall not tender shares of FMC Stock reflecting a
Participant's proportional interest in the FMC Stock Fund for which it has
received no direction from the Participant.

(2) Except as otherwise required by law, the Trustee shall tender
that number of shares of FMC Stock not credited to Participants' accounts in the
same proportion as the total number of shares of FMC Stock credited to
Participants' accounts for which it has received instructions from Participants.

(3) A Participant who has directed the Trustee to tender some or
all of the shares of FMC Stock reflecting the Participant's proportional
interest in the FMC Stock Fund may, at any time prior to the tender offer
withdrawal date, direct the Trustee to withdraw some or all of the tendered
shares reflecting the Participant's proportional interest, and the Trustee shall
withdraw the directed number of shares from the tender offer prior to the tender
offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of
FMC Stock not credited to Participants' accounts have been tendered, the Trustee
shall redetermine the number of shares of FMC Stock that would be tendered under
Section 5(e)(vii)(B)(2) if the date of the foregoing withdrawal were the date of
determination, and

12

withdraw from the tender offer the number of shares of FMC Stock not credited to
Participants' accounts necessary to reduce the amount of tendered FMC Stock not
credited to Participants' accounts to the amount so redetermined. A Participant
shall not be limited as to the number of directions to tender or withdraw that
the Participant may give to the Trustee.

(4) A direction by a Participant to the Trustee to tender
shares of FMC Stock reflecting the Participant's proportional interest in the
FMC Stock Fund shall not be considered a written election under the Plan by the
Participant to withdraw, or have distributed, any or all of his withdrawable
shares. The Trustee shall credit to each proportional interest of the
Participant from which the tendered shares were taken the proceeds received by
the Trustee in exchange for the shares of FMC Stock tendered from that interest.
Pending receipt of directions (through the Administrator) from the Participant
or the Named Fiduciary, as provided in the Plan, as to which of the remaining
investment options the proceeds should be invested in, the Trustee shall invest
the proceeds in the investment option described in Schedule "C".

(viii) General. With respect to all shareholder rights other than the
-------
right to vote, the right to tender, and the right to withdraw shares previously
tendered, in the case of FMC Stock, the Trustee shall follow the procedures set
forth in subsection (A), above.

(ix)   Conversion. All provisions in this Section 5(e)(i-viii) shall
----------
also apply to any securities received as a result of a conversion of FMC Stock.

(x)    Notice. As soon as practicable following the Spin-Off Date, the
------
Sponsor shall provide written notice to the Trustee regarding the date of the
Spin-Off. Said written notice shall: (1) include all information deemed
reasonably necessary by the Trustee and the Sponsor to carry out the terms of
this Agreement and (2) be sent by certified or registered mail, return receipt
requested, to the Trustee c/o Dennis Maguire, Fidelity Investments, 300 Puritan
Way, MM3H, Marlborough, MA 01752-3078.

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

13

and drift allowance for such short-term liquid investments. Subject to its
ability to execute open-market trades in FMC Technologies Stock or to otherwise
trade with the Sponsor, the Trustee shall be responsible for ensuring that the
short-term investments held in the FMC Technologies Stock Fund falls within the
agreed-upon range over time. Each Participant's proportional interest in the FMC
Technologies Stock Fund shall be measured in units of participation, rather than
shares of FMC Technologies Stock. Such units shall represent a proportionate
interest in all of the assets of the FMC Technologies Stock Fund, which includes
shares of FMC Technologies Stock, short-term investments and at times,
receivables and payables (such as receivables and payables arising out of
unsettled stock trades). The Trustee shall determine a daily NAV for each unit
outstanding of the FMC Technologies Stock Fund. Valuation of the FMC
Technologies Stock Fund shall be based upon: (A) the Closing Price or, if not
available, (B) the price determined in good faith by the Trustee taking into
account the latest available price of FMC Technologies Stock, as reported on the
NYSE or such other principal national securities exchange on which FMC
Technologies Stock is traded. The NAV shall be adjusted for gains or losses
realized on sales of FMC Technologies Stock, appreciation or depreciation in the
value of those shares owned, dividends paid on FMC Technologies Stock to the
extent not used to purchase additional units of the FMC Technologies Stock Fund
for affected Participants, and interest on the short-term investments held by
the FMC Technologies Stock Fund, payables and receivables for pending stock
trades, receivables for dividends not yet distributed, and payables for other
expenses of the FMC Technologies Stock Fund, including principal obligations, if
any, and expenses that, pursuant to Sponsor direction, the Trustee accrues or
pays from the FMC Technologies Stock Fund.

(xii)  Acquisition Limit. Pursuant to the Plan, the Trust may be
-----------------
invested in FMC Technologies Stock to the extent necessary to comply with
investment directions in accordance with this Agreement. The Sponsor shall be
responsible for providing specific direction on any acquisition limits required
by the Plan or applicable law.

(xiii) Fiduciary Duty.

(A) The Named Fiduciary shall continually monitor the
suitability of acquiring and holding FMC Technologies Stock under the fiduciary
duty rules of section 404(a) of ERISA (as modified by section 404(a)(2) of
ERISA). The Trustee shall not be liable for any loss or expense which arises
from the directions of the Named Fiduciary with respect to the acquisition and
holding of FMC Technologies Stock, unless it is clear on their face that the
actions to be taken under those directions would be prohibited by the foregoing
fiduciary duty rules or would be contrary to the terms of this Agreement.

14

(B) Each Participant with an interest in FMC Technologies Stock

(or, in the event of the Participant's death, his beneficiary) is, for purposes
of this Section 5(e)(xiii), hereby designated as a "named fiduciary" (within the
meaning of section 403(a)(1) of ERISA), with respect to the shares allocated to
his or her account that were not purchased at his or her direction, and shall
have the right to direct the Trustee as to the manner in which the Trustee is to
vote or tender such shares, including the right to direct the Trustee's conduct,
in accordance with disclosed rules, by his or her failure to respond within the
required time frame.

(xiv) Purchases and Sales of FMC Technologies Stock. Unless otherwise
---------------------------------------------
directed by the Sponsor in writing pursuant to directions that the Trustee can
administratively implement, the following provisions shall govern purchases and
sales of FMC Technologies Stock.

(A) Open Market Purchases and Sales. Purchases and sales of FMC
-------------------------------
Technologies Stock shall be made on the open market in accordance with the
Trustee's standard trading guidelines, as they may be amended by the Trustee
from time to time, as necessary to honor exchange and withdrawal activity and to
maintain the target cash percentage and drift allowance for the FMC Technologies
Stock Fund, provided that:

(1) If the Trustee is unable to purchase or sell the total
number of shares required to be purchased or sold on such day as a result of
market conditions; or

(2) If the Trustee is prohibited by the Securities and
Exchange Commission, the NYSE or principal exchange on which FMC Technologies
Stock is traded, or any other regulatory body from purchasing or selling any or
all of the shares required to be purchased or sold on such day, then the Trustee
shall purchase or sell such shares as soon thereafter as administratively
feasible.

(B) Purchases and Sales from or to Sponsor. If directed by the
--------------------------------------
Sponsor in writing prior to the trading date, the Trustee may purchase or sell
FMC Technologies Stock from or to the Sponsor if the purchase or sale is for
adequate consideration (within the meaning of section 3(18) of ERISA) and no
commission is charged. If Sponsor contributions (employer) or contributions made
by the Sponsor on behalf of the Participants (employee) under the Plan are to be
invested in FMC Technologies Stock, the Sponsor may transfer FMC Technologies
Stock in lieu of cash to the Trust.

(C) Use of an Affiliated Broker. The Named Fiduciary hereby
---------------------------
directs the Trustee to use NFSLLC to provide brokerage services in connection
with any purchase or sale of FMC Technologies Stock on the open market, except
in circumstances where the Trustee has determined, in accordance with its
standard trading guidelines or pursuant to Sponsor direction, to seek expedited

15

settlement of the trades. NFSLLC shall execute such directions directly or
through any of its affiliates. The provision of brokerage services shall be
subject to the following:

(1) As consideration for such brokerage services, the Named
Fiduciary agrees that NFSLLC shall be entitled to remuneration under this
direction provision in an amount of no more than three and one-fifth cents
($.032) commission on each share of FMC Technologies Stock. Any change in such
remuneration may be made only by a signed agreement between the Named Fiduciary
and Trustee.

(2) The Trustee will provide the Named Fiduciary with
periodic reports which summarize all securities transaction-related charges
incurred with respect to trades of FMC Technologies Stock for such Plan.

(3) Any successor organization of NFSLLC, through
reorganization, consolidation, merger or similar transactions, shall, upon
consummation of such transaction, become the successor broker in accordance with
the terms of this direction provision.

(4) The Trustee and NFSLLC shall continue to rely on this
direction provision until notified to the contrary. The Named Fiduciary reserves
the right to terminate this direction upon written notice to NFSLLC (or its
successor) and the Trustee, in accordance with Section 12 of this Agreement.

(xv) Execution of Purchases and Sales of Units. Unless otherwise
-----------------------------------------
directed in writing pursuant to directions that the Trustee can administratively
implement, purchases and sales of units shall be made as follows:

(A) Subject to subparagraphs (B) and (C) below, purchases and
sales of units in the FMC Technologies Stock Fund (other than for exchanges)
shall be made on the date on which the Trustee receives from the Administrator
in good order all information, documentation, and wire transfers of funds (if
applicable), necessary to accurately effect such transactions. Exchanges of
units in the FMC Technologies Stock Fund shall be made in accordance with the
Exchange Guidelines attached hereto as Schedule "H".

(B) Aggregate sales of units in the FMC Technologies Stock Fund
on any day shall be limited to the FMC Technologies Stock Fund's Available
Liquidity for that day. In the event that the requested sales exceed the
Available Liquidity, then transactions shall be processed giving precedence to
distributions, loans and withdrawals, and otherwise on a FIFO basis, as provided
in Schedule "K" the Specified Hierarchy for the FMC Technologies Stock Fund. So
long as the FMC

16

Technologies Stock Fund is open for such transactions, sales of units that are
requested but not processed on a given day due to insufficient Available
Liquidity shall be suspended until Available Liquidity is sufficient to honor
such transactions in accordance with the Specified Hierarchy.

(C) The Trustee shall close the FMC Technologies Stock Fund to
sales or purchases of units, as applicable, on any date on which trading in the
FMC Technologies Stock has been suspended or substantial purchase or sale orders
are outstanding and cannot be executed.

(xvi)  Securities Law Reports. The Trustee shall not be responsible
----------------------
for filing any reports required under Federal or state securities laws with
respect to the Trust's ownership of FMC Technologies Stock, including, without
limitation, any reports required under section 13 or 16 of the Securities
Exchange Act of 1934. The Sponsor shall be responsible for immediately notifying
the Trustee in writing of any requirement to stop purchases or sales of FMC
Technologies Stock. The Trustee shall provide to the Sponsor such information on
the Trust's ownership of FMC Technologies Stock as the Sponsor may reasonably
request in order to comply with Federal or state securities laws.

(xvii) Voting and Tender Offers. Notwithstanding any other provision
------------------------
of this Agreement the provisions of this Section shall govern the voting and
tendering of FMC Technologies Stock. The Sponsor shall pay for all printing,
mailing, tabulation and other costs associated with the voting and tendering of
FMC Technologies Stock.

(A) Voting.
------

(1) When the issuer of FMC Technologies Stock prepares for
any annual or special meeting, the Sponsor shall notify the Trustee at least
thirty (30) days in advance of the intended record date and the Trustee shall
furnish to the Sponsor's transfer agent the names, addresses and social security
numbers of the Participants holding shares in the FMC Technologies Stock Fund,
and the percentages of shares owned by each Participant as of the record date
through reports and/or data tape. The Sponsor shall cause its transfer agent to
distribute proxy materials and voting instruction forms to participants holding
an interest in the FMC Technologies Stock Fund. The Sponsor shall, upon request,
provide the Trustee with a copy of any materials provided to the participants
and certify to the Trustee that the materials have been mailed or otherwise sent
to participants.

(2) Each Participant with an interest in the FMC
Technologies Stock Fund shall have the right to direct the Trustee as to the
manner in which the Trustee is to vote (including not to vote) that number of
shares of FMC Technologies Stock reflecting such Participant's proportional
interest in the FMC Technologies Stock Fund (both vested and unvested).
Directions from a Participant to the Trustee concerning the voting of FMC
Technologies Stock shall be communicated in

17

writing, or by such other means as is agreed upon by the Trustee and the Sponsor
through the Sponsor's transfer agent. These directions shall be held in
confidence by the Trustee and shall not be divulged to the Sponsor, or any
officer or employee thereof, or any other person except to the extent that the
consequences of such directions are reflected in reports regularly communicated
to any such persons in the ordinary course of the performance of the Trustee's
services hereunder. Upon its receipt of the directions, the Trustee shall vote
the shares of FMC Technologies Stock reflecting the Participant's proportional
interest in the Stock Fund as directed by the Participant.

(3) Except as otherwise required by law, for all undirected
shares of FMC Technologies Stock, both allocated and unallocated, the Trustee
shall vote that number of shares of FMC Technologies Stock not credited to
Participants' accounts in the same proportion as the total number of shares of
FMC Technologies Stock credited to Participants' accounts for which it has
received instructions from Participants.

(B) Tender Offers.
-------------

(1) Upon commencement of a tender offer for any
securities held in the Trust that are FMC Technologies Stock, the Sponsor shall
notify each Participant of the tender offer and utilize its best efforts to
timely distribute or cause to be distributed to the participant the same
information that is distributed to shareholders of the FMC Technologies Stock in
connection with the tender offer. The Sponsor shall, upon request, provide the
Trustee with a copy of any material provided to the participants and certify to
the Trustee that the materials have been mailed or otherwise sent to
participants.

(2) Each Participant with an interest in the FMC
Technologies Stock Fund shall have the right to direct the Trustee to tender or
not to tender some or all of the shares of FMC Technologies Stock reflecting
such Participant's proportional interest in the FMC Technologies Stock Fund
(both vested and unvested). Directions from a Participant to the Trustee
concerning the tender of FMC Technologies Stock shall be communicated in
writing, or by such other means as is agreed upon by the Trustee and the
Sponsor.) These directions shall be held in confidence by the Trustee and shall
not be divulged to the Sponsor, or any officer or employee thereof, or any other
person except to the extent that the consequences of such directions are
reflected in reports regularly communicated to any such persons in the ordinary
course of the performance of the Trustee's services hereunder. The Trustee shall
tender or not tender shares of FMC Technologies Stock as directed by the
Participant. Except as otherwise required by law, the Trustee shall not tender
shares of FMC Technologies Stock reflecting a Participant's proportional
interest in the FMC Technologies Stock Fund for which it has received no
direction from the Participant.

18

(3) Except as otherwise required by law, with respect to all
shares of FMC Technologies Stock not credited to Participants' accounts
(unallocated), the Trustee shall tender such shares in the same proportion as
the total number of shares of FMC Technologies Stock credited to Participants'
accounts that have been tendered by Participants or shareholders.

(4) A Participant who has directed the Trustee to tender some
or all of the shares of FMC Technologies Stock reflecting the Participant's
proportional interest in the FMC Technologies Stock Fund may, at any time prior
to the tender offer withdrawal date, direct the Trustee to withdraw some or all
of the tendered shares reflecting the Participant's proportional interest, and
the Trustee shall withdraw the directed number of shares from the tender offer
prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline,
if any shares of FMC Technologies Stock not credited to Participants' accounts
have been tendered, the Trustee shall redetermine the number of shares of FMC
Technologies Stock that would be tendered under Section 5(e)(xvii)(B)(3) if the
date of the foregoing withdrawal were the date of determination, and withdraw
from the tender offer the number of shares of FMC Technologies Stock not
credited to Participants' accounts necessary to reduce the amount of tendered
FMC Technologies Stock not credited to Participants' accounts to the amount so
redetermined. A Participant shall not be limited as to the number of directions
to tender or withdraw that the Participant may give to the Trustee.

(5) A direction by a Participant to the Trustee to tender
shares of FMC Technologies Stock reflecting the Participant's proportional
interest in the FMC Technologies Stock Fund shall not be considered a written
election under the Plan by the Participant to withdraw, or have distributed, any
or all of his withdrawable shares. The Trustee shall credit to each proportional
interest of the Participant from which the tendered shares were taken the
proceeds received by the Trustee in exchange for the shares of FMC Technologies
Stock tendered from that interest. Pending receipt of directions (through the
Administrator) from the Participant or the Named Fiduciary, as provided in the
Plan, as to which of the remaining investment options the proceeds should be
invested in, the Trustee shall invest the proceeds in the investment option
described in Schedule "C".

(xviii) General. With respect to all shareholder rights other than the
-------
right to vote, the right to tender, and the right to withdraw shares previously
tendered, in the case of FMC Technologies Stock, the Trustee shall follow the
procedures set forth in subsection (A), above.

(xix)   Conversion. All provisions in this Section 5(e)(xi-xviii)
----------
shall also apply to any securities received as a result of a conversion of FMC
Technologies Stock.

(f)  Participant Loans. The Administrator shall act as the Trustee's agent
-----------------
for Participant loan notes and as such shall (i) separately account for
repayments of such loans and clearly identify such

19

assets as Plan assets and (ii) collect and remit all principal and interest
payments to the Trustee. To originate a Participant loan, the Plan Participant
shall direct the Trustee as to the term and amount of the loan to be made from
the Participant's individual account. Such directions shall be made by Plan
Participants by use of the system maintained for such purpose by the Trustee or
its agent. The Trustee shall determine, based on the current value of the
Participant's account on the date of the request and any guidelines provided by
the Sponsor, the amount available for the loan. Based on the interest rate
supplied by the Sponsor in accordance with the terms of the Plan, the Trustee
shall advise the Participant of such interest rate, as well as the installment
payment amounts. The Trustee shall distribute the Participant loan agreement and
truth-in-lending disclosure with the proceeds check to the Participant. To
facilitate recordkeeping, the Trustee may destroy the original of any proceeds
check (including the promissory note) made in connection with a loan to a
Participant under the Plan, provided that the Trustee or its agent first creates
a duplicate by a photographic or optical scanning or other process yielding a
reasonable facsimile of the proceeds check (including the promissory note) and
the Plan Participant's signature thereon, which duplicate may be reduced or
enlarged in size from the actual size of the original.

(g) Stable Value Investments. Stable value investments in the Trust shall
------------------------
be subject to the following limitations:

(i)   Collective Investment Funds Managed by the Trustee. To the extent
--------------------------------------------------
that the Named Fiduciary selects as an investment option the Managed Income
Portfolio II of the Fidelity Group Trust for Employee Benefit Plans, a group
trust maintained by the Trustee for qualified plans (the "Group Trust"), the
Sponsor hereby (A) acknowledges that it has received from the Trustee a copy of
the Group Trust, the participation agreement for the Group Trust (the
"Participation Agreement") and the Declaration of Separate Fund for the Managed
Income Portfolio II of the Group Trust, and (B) adopts the terms of the Group
Trust, the Participation Agreement and the Declaration of Separate Fund as part
of this Agreement.

(ii)  MIP II Blend Fund. The MIP II Blend Fund shall consist of the
-----------------
Existing Investment Contracts maintained by the Trustee and blended with the
Managed Income Portfolio II. All transactions involving the MIP II Blend Fund
shall be done in accordance with the Investment Guidelines attached hereto as
Schedule "L".

(iii) Liquidity Reserve. To provide the necessary monies for exchanges
-----------------
or redemptions from the stable value investment option, if any, under the Plan,
the Sponsor agrees that the Plan shall maintain a liquidity reserve for the
Plan's stable value investment options consisting of

20

Colchester Street Trust: Money Market Portfolio: Class I or such other
Mutual Fund or commingled money market pool as agreed to by the Sponsor and the
Trustee.

(h) Participation in U.S. Equity Index Commingled Pool. The Sponsor hereby
--------------------------------------------------
(i) acknowledges that it has received from the Trustee a copy of the Group Trust
for the U.S. Equity Index Commingled Pool, the Participation Agreement for the
Group Trust and the Declaration of Separate Fund for the U.S. Equity Index
Commingled Pool, and (ii) adopts as part of this Agreement the terms of the
Group Trust, the Participation Agreement and the Declaration of Separate Fund
for the U.S. Equity Index Commingled Pool.

(i) Trustee Powers. The Trustee shall have the following powers and
--------------
authority:

(i)   Subject to paragraphs (a) through (h) of this Section 5, to sell,
exchange, convey, transfer, or otherwise dispose of any property held in the
Trust, by private contract or at public auction. No person dealing with the
Trustee shall be bound to see to the application of the purchase money or other
property delivered to the Trustee or to inquire into the validity, expediency,
or propriety of any such sale or other disposition.

(ii)  To cause any securities or other property held as part of the

Trust to be registered in the Trustee's own name, in the name of one or more of
its nominees, or in the Trustee's account with the Depository Trust Company of
New York and to hold any investments in bearer form, but the books and records
of the Trustee shall at all times show that all such investments are part of the
Trust.

(iii) To keep that portion of the Trust in cash or cash balances as
the Named Fiduciary or Administrator may, from time to time, deem to be in the
best interest of the Trust.

(iv)  To make, execute, acknowledge, and deliver any and all documents
of transfer or conveyance and to carry out the powers herein granted.

(v)   To borrow funds from a bank not affiliated with the Trustee in
order to provide sufficient liquidity to process Plan transactions in a timely
fashion; provided that the cost of such borrowing shall be allocated in a
reasonable fashion to the investment fund(s) in need of liquidity.

(vi)  To settle, compromise, or submit to arbitration any claims,
debts, or damages due to or arising from the Trust; to commence or defend suits
or legal or administrative proceedings; to represent the Trust in all suits and
legal and administrative hearings; and to pay all reasonable expenses arising
from any such action, from the Trust if not paid by the Sponsor, all with the
advance written consent of the Sponsor, which consent shall not be unreasonably
withheld.

21

(vii)  To employ legal, accounting, clerical, and other assistance as
may be required in carrying out the provisions of this Agreement and to pay
their reasonable expenses and compensation from the Trust if not paid by the
Sponsor, all with the advance written consent of the Sponsor, which consent
shall not be unreasonably withheld.

(viii) Subject to paragraphs (a) through (h) of this Section 5, to
invest all or any part of the assets of the Trust in investment contracts and
short term investments (including interest bearing accounts with the Trustee or
money market mutual funds advised by affiliates of the Trustee) and in any
collective investment trust or group trust, including any collective investment
trust or group trust maintained by the Trustee, which then provides for the
pooling of the assets of plans described in Section 401(a) and exempt from tax
under Section 501(a) of the Code, or any comparable provisions of any future
legislation that amends, supplements, or supersedes those sections, provided
that such collective investment trust or group trust is exempt from tax under
the Code or regulations or rulings issued by the Internal Revenue Service. The
provisions of the document governing such collective investment trusts or group
trusts, as it may be amended from time to time, shall govern any investment
therein and are hereby made a part of this Trust Agreement.

(ix)   To do all other acts, although not specifically mentioned
herein, as the Trustee may deem reasonably necessary to carry out any of the
foregoing powers and the purposes of the Trust. Notwithstanding anything herein
to the contrary, the Trustee's powers shall be exercisable for the exclusive
purpose of providing benefits to Participants under the Plan and in accordance
with the standards of a prudent man under ERISA.

Section 6. Recordkeeping and Administrative Services to Be Performed.
---------------------------------------------------------

(a) General. The Trustee or its affiliates shall perform those
-------
recordkeeping and administrative functions described in Schedule "A" attached
hereto. These recordkeeping and administrative functions shall be performed in
accordance with the terms of the Plan as set forth and detailed in the PAM.

(b) Accounts. The Trustee shall keep accurate accounts of all
--------
investments, receipts, disbursements, and other transactions hereunder, and
shall report the value of the assets held in the Trust as of each Reporting
Date. Within thirty (30) days following each Reporting Date or within sixty (60)
days in the case of a Reporting Date caused by the resignation or removal of the
Trustee, or the termination of this Agreement, the Trustee shall file with the
Administrator a written account setting forth all investments, receipts,
disbursements, and other transactions effected by the Trustee between the
Reporting Date and the prior Reporting Date, and setting forth the value of the
Trust as of the Reporting

22

Date. Except as otherwise required under ERISA, upon the expiration of one year
from the date of filing such account with the Sponsor, the Trustee shall have no
liability or further accountability to the Administrator with respect to the
propriety of its acts or transactions shown in such account (or any
participant-level report provided to a participant), except with respect to such
acts or transactions as to which a written objection shall have been filed with
the Trustee within such one year period, other than to take action to correct
any errors as directed by the Sponsor. During said one (1) year period, errors
will be corrected by the Trustee at the Trustee's expense. After said one (1)
year period, errors will be corrected by the Trustee at the Sponsor's expense.

(c)  Inspection and Audit. Prior to the termination of this Agreement, all
--------------------
records generated by the Trustee in accordance with paragraphs (a) and (b),
above, shall be open to inspection and audit by the Administrator or any persons
designated by the Administrator, during the Trustee's regular business hours.
Upon the resignation or removal of the Trustee or the termination of this
Agreement, the Trustee shall provide to the Sponsor, at no expense to the
Sponsor or the Trust, (i) test data in a machine readable format (via diskette
or tape, with corresponding hard copy reports and file layout information)
containing a file dump of plan data, including a statement of each Participant's
account, which statement shall include at least the name, address, social
security number, date of hire, date of birth, vesting, account balances by
Participant and source, forfeiture balances and any other indicative data
maintained on FPRS, and (ii) a final file dump in the same format as the test
data as of the final date specified in the notice of resignation, removal, or
termination of the Trustee or the termination of this Agreement. The Sponsor
will be responsible for any cost associated with providing the Administrator or
the Plan's new recordkeeper with additional records which are routinely prepared
by the Trustee in recordkeeping the Plan. Such additional costs shall be
communicated to the Sponsor in advance, and the Sponsor's written approval of
such costs shall be obtained before such costs are incurred.

(d)  Notice of Plan Amendment. The Trustee's provision of the recordkeeping
------------------------
and administrative services set forth in this Section 6 shall be conditioned on
the Sponsor delivering to the Trustee a copy of any amendment to the Plan as
soon as administratively feasible following the amendment's adoption and on the
Administrator providing the Trustee, on a timely basis, with all the information
the Trustee deems necessary for it to perform the recordkeeping and
administrative services set forth herein, and such other information as the
Trustee may reasonably request.

(e)  Returns, Reports and Information. Except as set forth on Schedule "A",
--------------------------------
the Administrator shall be responsible for the preparation and filing of all
returns, reports, and information required of the Trust or Plan by law. The
Trustee shall provide the Administrator with such information in the Trustee's
regular format, which shall be machine readable, as the Administrator may
reasonably request to make these filings at no additional cost to the Sponsor or
the Trust. The Administrator shall

23

also be responsible for making any disclosures to Participants required by law,
except such disclosure as may be required under federal or state
truth-in-lending laws with regard to Participant loans, which shall be provided
by the Trustee.

Section 7.  Compensation and Expenses. Within thirty (30) days of receipt of the
-------------------------
Trustee's bill, which shall be computed and billed in accordance with Schedule
"B" attached hereto and made a part hereof, as amended from time to time, the
Sponsor shall send to the Trustee a payment in such amount or the Sponsor may
direct the Trustee to deduct such amount from Participants' accounts. All
expenses of the Trustee relating directly to the acquisition and disposition of
investments constituting part of the Trust, and all taxes of any kind whatsoever
that may be levied or assessed under existing or future laws upon or in respect
of the Trust or the income thereof, shall be a charge against and paid from the
appropriate Participants' accounts. To reflect increased operating costs, the
Trustee may once each calendar year, but not prior to September 28, 2002 amend
Schedule "B" with the Sponsor's consent, which consent shall not be unreasonably
withheld or delayed, upon seventy-five (75) days notice to the Sponsor.

Section 8.  Directions and Indemnification.
------------------------------

(a)  Identity of Administrator and Named Fiduciary. The Trustee shall be
---------------------------------------------
fully protected in relying on the fact that the authorized individuals of the
Named Fiduciary and the Administrator under the Plan are the individuals or
entities named as such above or such other individuals or persons as the Sponsor
may notify the Trustee in writing.

(b)  Directions from Administrator. Whenever the Administrator provides a
-----------------------------
direction to the Trustee, the Trustee shall not be liable for any loss or
expense arising from the direction (i) if the direction is contained in a
writing (or is oral and immediately confirmed in a writing) signed by any
individual whose name and signature have been submitted (and not withdrawn) in
writing to the Trustee by the Administrator in the form attached hereto as
Schedule "D", and (ii) if the Trustee reasonably believes the signature of the
individual to be genuine, unless it is clear on the direction's face that the
actions to be taken under the direction would be prohibited by the fiduciary
duty rules of Section 404(a) of ERISA or would be contrary to the terms of this
Agreement. For purposes of this Section, such direction may also be made via
electronic data transfer (EDT) or other electronic means in accordance with
procedures agreed to by the Administrator and the Trustee; provided, however,
that the Trustee shall be fully protected in relying on such direction as if it
were a direction made in writing by the Administrator.

24

(c)  Directions from Named Fiduciary. Whenever the Named Fiduciary or
-------------------------------
Sponsor provides a direction to the Trustee, the Trustee shall not be liable for
any loss or expense arising from the direction (i) if the direction is contained
in a writing (or is oral and immediately confirmed in a writing) signed by any
individual whose name and signature have been submitted (and not withdrawn) in
writing to the Trustee by the Named Fiduciary in the form attached hereto as
Schedule "E" and (ii) if the Trustee reasonably believes the signature of the
individual to be genuine, unless it is clear on the direction's face that the
actions to be taken under the direction would be prohibited by the fiduciary
duty rules of Section 404(a) of ERISA or would be contrary to the terms of this
Agreement. Such direction may also be made via EDT or other electronic means in
accordance with procedures agreed to by the Named Fiduciary and the Trustee;
provided, however, that the Trustee shall be fully protected in relying on such
direction as if it were a direction made in writing by the Named Fiduciary.

(d)  Co-Fiduciary Liability. In any other case, the Trustee shall not be
----------------------
liable for any loss or expense arising from any act or omission of another
fiduciary under the Plan except as provided in section 405(a) of ERISA.

(e)  Indemnification. The Sponsor shall indemnify the Trustee against,
---------------
and hold the Trustee harmless from, any and all loss, damage, penalty,
liability, cost, and expense, including without limitation, reasonable
attorneys' fees and disbursements ("Losses"), that may be incurred by, imposed
upon, or asserted against the Trustee by reason of any claim, regulatory
proceeding, or litigation arising from any act done or omitted to be done by any
individual or person with respect to the Plan or Trust, excepting only any and
all Losses arising from the Trustee's negligence, bad faith, violation of law,
breach of the terms of this Agreement or error.

The Trustee shall indemnify the Sponsor against, and hold the Sponsor harmless
from, any and all Losses that may be incurred by, imposed upon, or asserted
against the Sponsor by reason of any claim, regulatory proceeding, or litigation
arising from Trustee's, its agents', affiliates' or their successors'
negligence, bad faith, violation of law, breach of the terms of this Agreement
or error.

The Trustee shall also indemnify the Sponsor against and hold the Sponsor
harmless from any and all such Losses that may be incurred by, imposed upon, or
asserted against the Sponsor solely as a result of (i) any defects in the
investment methodology embodied in the target asset allocation or model
portfolio provided through Fidelity PortfolioPlanner(SM), except to the extent
that any such Losses arise from information provided by the Participant, the
Sponsor or third parties; or (ii) any prohibited transactions resulting from the
provision of Fidelity PortfolioPlanner(SM) by the Trustee.

(f)  Survival. The provisions of this Section 8 shall survive the
--------
termination of this Agreement.

25

Section 9.  Resignation or Removal of Trustee.
---------------------------------

(a)  Resignation. The Trustee may resign at any time upon sixty (60)
-----------
days' notice in writing to the Sponsor, unless a shorter period of notice is
agreed upon by the Sponsor.

(b)  Removal. The Sponsor may remove the Trustee at any time upon thirty
-------
(30) days' notice in writing to the Trustee, unless a shorter period of notice
is agreed upon by the Trustee.

Section 10. Successor Trustee.
-----------------

(a)  Appointment. If the office of Trustee becomes vacant for any reason,
-----------
the Sponsor may in writing appoint a successor trustee under this Agreement. The
successor trustee shall have all of the rights, powers, privileges, obligations,
duties, liabilities, and immunities granted to the Trustee under this Agreement.
The successor trustee and predecessor trustee shall not be liable for the acts
or omissions of the other with respect to the Trust.

(b)  Acceptance. As of the date the successor trustee accepts its
----------
appointment under this Agreement, title to and possession of the Trust assets
shall immediately vest in the successor trustee without any further action on
the part of the predecessor trustee, except as may be required to evidence such
transition. The predecessor trustee shall execute all instruments and do all
acts that may be reasonably necessary and requested in writing by the Sponsor or
the successor trustee to vest title to all Trust assets in the successor trustee
or to deliver all Trust assets to the successor trustee.

(c)  Corporate Action. Any successor to the Trustee or successor trustee,
----------------
either through sale or transfer of the business or trust department of the
Trustee or successor trustee, or through reorganization, consolidation, or
merger, or any similar transaction of either the Trustee or successor trustee,
shall, upon consummation of the transaction, become the successor trustee under
this Agreement.

Section 11. Termination. This Agreement may be terminated in full, or with
-----------
respect to only a portion of the Plan (i.e., a "partial deconversion") at any
time by the Sponsor upon thirty (30) days' notice in writing to the Trustee. As
of the date of the termination of this Agreement, the Trustee shall transfer and
deliver to such individual or entity as the Sponsor shall designate, all cash
and assets then constituting the Trust. If, by the termination date, the Sponsor
has not notified the Trustee in writing as to the individual or entity to which
the assets and cash are to be transferred and delivered, the Trustee may bring
an appropriate action or proceeding for leave to deposit the assets and cash in
a court of competent jurisdiction. The Trustee shall be reimbursed by the
Sponsor for all direct costs and expenses of the action or proceeding including,
without limitation, reasonable attorneys' fees and disbursements.

Notwithstanding the foregoing, this Agreement shall terminate in its entirety
when there are no assets

26

remaining in the Trust.

Section 12. Resignation, Removal, and Termination Notices. All notices of
---------------------------------------------
resignation, removal, or termination under this Agreement must be in writing and
mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Sponsor c/o Vice President and
General Counsel, FMC Technologies, Inc., 200 Randolph Drive, Chicago, Illinois
60601, and to the Trustee c/o Legal Department, ERISA Group, Fidelity
Investments, 82 Devonshire Street, Boston, Massachusetts 02109, or to such other
addresses as the parties have notified each other of in the foregoing manner.

Section 13. Duration. This Trust shall continue in effect without limit as to
--------
time, subject, however, to the provisions of this Agreement relating to
amendment, modification, and termination thereof.

Section 14. Amendment or Modification. This Agreement may be amended or modified
-------------------------
at any time and from time to time only by an instrument executed by both the
Sponsor and the Trustee whose consent shall not be unreasonably withheld or
delayed. The individuals authorized to sign such instrument shall be those
authorized by the Sponsor on Schedule "E."

Section 15. Electronic Services.
-------------------

(a)    The Trustee may provide communications and services ("Electronic
Services") and/or software products ("Electronic Products") via electronic
media, including, but not limited to Fidelity Plan Sponsor WebStation. The
Sponsor and its agents agree to use such Electronic Services and Electronic
Products only in the course of reasonable administration of or participation in
the Plan and to keep confidential and not publish, copy, broadcast, retransmit,
reproduce, commercially exploit or otherwise redisseminate the Electronic
Products or Electronic Services or any portion thereof without the Trustee's
written consent, except, in cases where Trustee has specifically notified the
Sponsor that the Electronic Products or Services are suitable for delivery to
Participants, for non-commercial personal use by Participants or beneficiaries
with respect to their participation in the plan or for their other retirement
planning purposes.

(b)    The Sponsor shall be responsible for installing and maintaining all
Electronic Products, (including any programming required to accomplish the
installation) and for displaying any and all content associated with Electronic
Services on its computer network and/or Intranet so that such content will
appear exactly as it appears when delivered to Sponsor. All Electronic Products
and Services shall be clearly identified as originating from the Trustee or its
affiliate. The Sponsor shall promptly remove Electronic Products or Services
from its computer network and/or Intranet, or replace the Electronic Products or
Services with updated products or services provided by the Trustee, upon written
notification

27

(including written notification via facsimile) by the Trustee.

(c)  All Electronic Products shall be provided to the Sponsor without any
express or implied legal warranties or acceptance of legal liability by the
Trustee, and all Electronic Services shall be provided to the Sponsor without
acceptance of legal liability related to or arising out of the electronic nature
of the delivery or provision of such Services. Except as otherwise stated in
this Agreement, no rights are conveyed to any property, intellectual or
tangible, associated with the contents of the Electronic Products or Services
and related material. The Trustee hereby grants to the Sponsor a non-exclusive,
non-transferable revocable right and license to use the Electronic Products and
Services in accordance with the terms and conditions of this Agreement.

(d)  To the extent that any Electronic Products or Services utilize
Internet services to transport data or communications, the Trustee will take,
and Sponsor agrees to follow, reasonable security precautions, however, the
Trustee disclaims any liability for interception of any such data or
communications. The Trustee reserves the right not to accept data or
communications transmitted via electronic media by the Sponsor or a third party
if it determines that the media does not provide adequate data security, or if
it is not administratively feasible for the Trustee to use the data security
provided. The Trustee shall not be responsible for, and makes no warranties
regarding access, speed or availability of Internet or network services, or any
other service required for electronic communication. The Trustee shall not be
responsible for any loss or damage related to or resulting from any changes or
modifications made by the Sponsor without direction from the Trustee to the
Electronic Products or Services after delivering it to the Sponsor.

Section 16. Assignment. This Agreement, and any of its rights and obligations
----------
hereunder, may not be assigned by any party without the prior written consent of
the other party(ies), which consent shall not be unreasonably withheld. All
provisions in this Agreement shall extend to and be binding upon the parties
hereto and their respective successors and permitted assigns.

Section 17. Force Majeure. No party shall be deemed in default of this Agreement
-------------
to the extent that any delay or failure in performance of its obligation(s)
results, without its fault or negligence, from any cause beyond its reasonable
control, such as acts of God, acts of civil or military authority, embargoes,
epidemics, war riots, insurrections, fires, explosions, earthquakes, floods,
unusually severe weather conditions, power outages or strikes. This clause shall
not excuse any of the parties to the Agreement from any liability which results
from failure to have in place reasonable disaster recovery and safeguarding
plans adequate for protection of all data each of the parties to the Agreement
are responsible for maintaining for the Plan.

Section 18. Confidentiality. Both parties to this Agreement recognize that in
---------------
the course of

28

implementing and providing the services described herein, each party may
disclose to the other Confidential Information. All such Confidential
Information, individually and collectively, and other proprietary information
disclosed by either party shall remain the sole property of the party disclosing
the same, and the receiving party shall have no interest or rights with respect
thereto if so designated by the disclosing party to the receiving party. Each
party agrees to maintain all such Confidential Information in trust and
confidence to the same extent that it protects its own proprietary information,
and not to disclose such Confidential Information to any third party without the
written consent of the other party. Each party further agrees to take all
reasonable precautions to prevent any unauthorized disclosure of Confidential
Information. In addition, each party agrees not to disclose or make public to
anyone, in any manner, the terms of this Agreement, except as required by law,
without the prior written consent of the other party.

Section 19. General.
-------

(a)  Performance by Trustee, its Agents or Affiliates. The Sponsor
------------------------------------------------
acknowledges and authorizes that the services to be provided under this
Agreement shall be provided by the Trustee, its agents or affiliates, or the
successor to any of them, and that such services shall conform to the terms of
this Agreement.

(b)  Entire Agreement. This Agreement together with the schedules
----------------
attached hereto, and the letter between Fidelity and FMC Technologies, Inc.
dated September 28, 2001, (which letter is incorporated by reference solely with
respect to the calculation of the fees as detailed on Schedule B hereto), which
are hereby incorporated by reference, contain all of the terms agreed upon
between the parties with respect to the subject matter hereof. The use of
capitalized terms in the schedules shall have the meaning as defined herein.

(c)  Waiver. No waiver by either party of any failure or refusal to
------
comply with an obligation hereunder shall be deemed a waiver of any other
obligation hereunder or any subsequent failure or refusal to comply with any
other obligation hereunder.

(d)  Successors and Assigns. The stipulations in this Agreement shall
----------------------
inure to the benefit of, and shall bind, the successors and assigns of the
respective parties.

(e)  Partial Invalidity. If any term or provision of this Agreement or
------------------
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to persons or circumstances other than those

29

as to which it is held invalid or unenforceable, shall not be affected thereby,
and each term and provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.

(f)  Insurance. The Trustee shall maintain insurance to cover liabilities
---------
and losses occurring by reason of acts or omissions of the Trustee including,
but not limited to, losses sustained as the direct result of dishonest or
fraudulent acts committed by its employees, computer crime and physical loss.

(g)  Section Headings. The headings of the various sections and
----------------
subsections of this Agreement have been inserted only for the purposes of
convenience and are not part of this Agreement and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.

Section 20. Governing Law.
-------------

(a)  ERISA Controls. This Agreement is being made in the Commonwealth of
--------------
Massachusetts, and the Trust shall be administered as a qualified trust as
defined under section 401(a) of the Code which is entitled to tax exemption
under section 501(a) of the Code; and shall at all times be maintained as a
domestic trust in the United States. The validity, construction, effect, and
administration of this Agreement shall be governed by and interpreted in
accordance with the laws of ERISA and the Commonwealth of Massachusetts, except
to the extent those laws conflict, in which case, the provisions of ERISA
prevail.

(b)  Trust Agreement Controls. The Trustee is not a party to the Plan,
------------------------
and in the event of any conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of this Agreement shall control
with respect to the rights, duties and responsibilities of the Trustee, in all
other instances the Plan shall control.

Section 21. Plan Qualification. The Plan is intended to be qualified under
------------------
section 401(a) of the Code and the Trust established hereunder is intended to be
tax-exempt under section 501(a) of the Code. A confirmation of the Plan's
current qualified status is attached hereto as Schedule "F," and the Sponsor
shall provide a copy of any determination letter regarding the Plan's
qualification upon request by the Trustee. The Sponsor has the sole
responsibility for ensuring the Plan's qualified status and full compliance with
the applicable requirements of ERISA. The Sponsor hereby certifies that it has
furnished to the Trustee a complete copy of the Plan and all amendments thereto
in effect as of the date of this Agreement.

30

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

FMC TECHNOLOGIES, INC.

Attest: /s/ Lori A. Lenard               By:    /s/ Michael W. Murray
----------------------------            --------------------------------
Assistant General Counsel

Name:  Michael W. Murray
--------------------------------

Title: Vice President - Human Resources
--------------------------------

Date:  September 28, 2001
--------------------------------

FIDELITY MANAGEMENT TRUST COMPANY

Attest: /s/ Douglas O. Kent              By:    /s/ Carolyn Redden
----------------------------            --------------------------------
Assistant Clerk

Name:  Carolyn Redden
--------------------------------

Title: Vice President
--------------------------------

Date:  October 9, 2001
--------------------------------

31

Schedule "A"

RECORDKEEPING AND ADMINISTRATIVE SERVICES
-----------------------------------------

This Schedule "A" summarizes the recordkeeping and administrative services to be
provided by Fidelity with respect to the Plan. Fidelity will provide the
recordkeeping and administrative services set forth in this Agreement and
specifically as detailed in the PAM, or as otherwise agreed to in writing (or by
means of a secure electronic medium) between Sponsor and Trustee. The Trustee
may unilaterally add or enhance services, provided there is no impact on the
fees set forth in Schedule "B." Generally, such administrative services include:

Plan Administration
-------------------

* Establishment and maintenance of Participant account and election percentages.

* Maintenance of the Plan investment options set forth on Schedule "C."

* Maintenance of the following money classifications:

. Basic Pre-Tax
. Supplemental Pre-Tax
. Pre-Tax Match
. Basic After-Tax
. Supplemental After-Tax
. After-Tax Match
. Rollover
. Prior Plan Company Match
. Prior Plan Match
. Prior Plan Rollover

A)   Participant Services

Establishment and maintenance of a Participant Telephone System, an
automated voice response system and on-line account access via the
World Wide Web providing the following services:

.    Enroll new Participants. Confirmation of enrollment will be
provided on-line or if requested, by mail (generally within five
(5) calendar days of the request).

.    Provide Plan investment option information.

.    Provide and maintain information and explanations about Plan
provisions.

.    Respond to requests for literature.

32

Schedule "A" (continued)
---------

.    Allow Participants to change their deferral and after-tax
percentages and provide updates via EDT for the Sponsor to apply
to its payrolls accordingly.

.    Maintain and process changes to Participants' contribution
allocations for all money sources.

.    Process exchanges (transfers) between investment options on a
daily basis.

.    Process in-service withdrawals due to certain circumstances
previously approved by the Sponsor.

.    Process hardship withdrawals due to certain circumstances
previously approved by the Sponsor and in accordance with the
procedures set forth in the PAM.

.    Consult with Participants on various loan scenarios and generate
all documentation.

B)   Plan accounting services, including

1.   Process payroll contributions according to the Sponsor's payroll
frequency via EDT, magnetic tape or diskette. The data format will be
provided by Trustee.

2.   Maintain and update employee data necessary to support plan
administration. The data will be submitted according to payroll
frequency.

3.   Provide daily Plan and Participant level accounting for all Plan
investment options.

4.   Provide daily Plan and Participant level accounting for all money
classifications for the Plan.

5.   Audit and reconcile the Plan and Participant accounts daily.

6.   Reconcile and process Participant withdrawal requests and
distributions as approved and directed by the Sponsor. All requests
are paid based on the current market values of Participants' accounts,
not advanced or estimated values. A distribution report will accompany
each check.

7.   Track individual Participant loans; process loan withdrawals;
re-invest loan repayments; and prepare and deliver comprehensive
reports to the Sponsor to assist in the administration of Participant
loans.

8.   Maintain and process changes to Participants' deferral percentage and
prospective and existing investment mix elections.

C)   Participant reporting services, including

1.   Provide confirmation to Participants of all Participant initiated
transactions either online or via the mail. Online confirms are
generated upon submission of a transaction and

33

Schedule "A" (continued)
---------

mail confirms are mailed by Fidelity to the Participant's home address
within three to five calendar days of the transaction.

2.   Provide Participants with quarterly statements reflecting all activity
for the period via first class mail. Participants who elect to
generate their statements electronically via NetBenefits will not
receive paper statements unless otherwise requested by the
Participant.

3.   Provide Participants with required Code (S)402(f) notification for
distributions from the Plan. This notice advises Participants of the
tax consequences of their Plan distributions.

4.   Provide Participants with required Code (S)411(a)(11) notification for
distributions from the Plan. This notice advises Participants of the
normal and optional forms of payment of their Plan distributions.

D)   Plan reporting services, including

1.   Prepare, reconcile and deliver a monthly Trial Balance Report
presenting all money classes and investments. This report is based on
the market value as of the last business day of the month. The report
will be delivered not later than twenty (20) calendar days after the
end of each month in the absence of unusual circumstances.

2.   Prepare, reconcile and deliver a Quarterly Administrative Report
presenting both on a Participant and a total Plan basis all money
classes, investment positions and a summary of all activity of the
Participant and Plan as of the last business day of the quarter. The
report will be delivered not later than twenty (20) calendar days
after the end of each quarter in the absence of unusual circumstances.

3.   Provide such other reports as mutually agreed upon by the parties.

E)   Government reporting services, including

1.   Process year-end tax reports for Participants - Forms 1099-R, as well
as financial reporting to assist in the preparation of Form 5500.

F)   Communication and education services, including

1.   Design, produce and distribute a customized comprehensive
communications program for employees. The program may include
multimedia informational materials, investment education and planning
materials, access to Fidelity's homepage on the Internet and STAGES
magazine. Additional fees for such services may apply as mutually
agreed upon between Sponsor and Trustee.

2.   Provide Fidelity Portfolio Planner(SM) an internet-based educational
service for Participants that generates target asset allocations and
model portfolios customized to investment options in the Plan based
upon methodology provided by Strategic Advisers, Inc., an affiliate of
the Trustee. The Sponsor acknowledges that it has received the ADV

34

Schedule "A" (continued)
---------

Part II for Strategic Advisers, Inc. more than 48 hours prior to
executing the Trust agreement.

G)   Other services, including

1.   Non-Discrimination Testing: Perform non-discrimination limitation
testing, as detailed in the PAM. In order to obtain this service, the
Sponsor shall be required to provide the information identified in the
Fidelity Discrimination Testing Package Guidelines.

2.   Plan Sponsor Webstation: The Fidelity Participant Recordkeeping System
is available on-line to the Sponsor via the Plan Sponsor Webstation
("PSW"). PSW is a graphical, Windows-based application that provides
current plan and Participant-level information, including indicative
data, account balances, activity and history.

3.   Change of Address by Telephone: The Trustee shall allow terminated and
retired Participants to make address changes via Fidelity's toll-free
telephone service.

4.   Other administrative services as detailed in the PAM.

35

SCHEDULE "B"

FEES
----

--------------------------------------------------------------------------------
Plan Set Up Fee                         One time fee of $36,500 payable in full
by Sponsor upon project completion, but
no later than 90 days following
completion
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annual Participant Fee:                 $25.00 per participant billed and
automatically deducted by Trustee from
participants' accounts quarterly.  This
fee will be imposed pro rata for each
calendar quarter or any part thereof,
that it remains necessary to keep a
participant's account(s) as part of the
Plan's records, e.g. vested, deferred,
forfeiture and terminated Participants
who must remain on file through calendar
year-end for reporting purposes.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Enrollments by Phone:                   $5.00 per non-active employee residing
on Fidelity's participant recordkeeping
system; to be paid quarterly by Sponsor
directly to Trustee.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Fee:                               Establishment fee of $75.00 per loan
account; to be automatically deducted
quarterly by Trustee from participants'
accounts.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In-Service Withdrawals by Phone         $20.00 per withdrawal; to be
automatically deducted quarterly by
Trustee from participants' accounts.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Return of Excess Contribution Fee       $25.00 per participant percalculation
and check generation; to be paid
quarterly by Sponsor directly to
Trustee.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Plan Sponsor Webstation (PSW)           Three User IDs provided free of charge.
Additional IDs available upon request.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
QDRO Qualification                      $750.00 per order; to be paid quarterly
by Sponsor directly to Trustee.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Minimum Required Distributions:         $25.00 per MRD participant per year; to
be automatically deducted quarterly by
Trustee from participants' accounts.
--------------------------------------------------------------------------------

36

SCHEDULE "B" (continued)
---------

-------------------------------------------------------------------------------------------------------------------
Non-Fidelity Mutual Funds                       Clipper Fund:  .25% service fee*
Sequoia Fund:  0% service fee**
MAS Mid Cap Growth Fund (Administrative Class): .35%
service fee PIMCO Total Return Fund (Administrative Class): .25%
service fee
Mutual Qualified (Z Class): 0% service fee

All such fees shall be paid directly to Trustee by each Non-Fidelity
Mutual Fund vendor.

*To the extent Clipper has not agreed to this fee schedule, any
resulting loss in service fees to Trustee shall be made up by a
corresponding increase in the Trustee's fees.

**To the extent Sequoia agrees to a fee schedule, any resulting
increase in service fees to Trustee shall be offset by a
corresponding reduction in the Trustee's fees.

-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Assets invested in Fidelity Managed Income      .25% service fee; to be deducted from the fund's overall
Portfolio II                                    performance.
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Stock Administration Fee                        To the extent that assets are invested in the FMC Technologies
Stock Fund and/or the FMC Stock Fund, .10% of such assets in each
stock fund in the Trust payable by the Sponsor to the Trustee pro
rata quarterly on the basis of such assets as of the calendar
quarter's last valuation date, but no less than $10,000 and no
greater than $115,000 in total for both stock funds.
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Non-Discrimination Testing                      Sponsor has contracted with Trustee to perform non-discrimination
testing and may continue to do so in the future. Fees for all such
services will be at the then applicable rates, as agreed to by the
Sponsor prior any tests being completed.
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Other Fees                                      Separate charges for extraordinary expenses resulting from large
numbers of simultaneous manual transactions; from errors not caused
by Fidelity; reports not contemplated in this Agreement and
extraordinary expenses resulting from Sponsor's corporate actions.
The Administrator may provide the Trustee with written direction to
deduct administrative fees from the Trust.

All Communications will be fee for service, other than Stages and
postage for literature fulfillment and quarterly statements.
-------------------------------------------------------------------------------------------------------------------

37

Schedule "C"

INVESTMENT OPTIONS
------------------

In accordance with Section 5(b), the Named Fiduciary hereby directs the
Trustee that Participants' individual accounts may be invested in the following
investment options:

.  Sequoia Fund

.  Clipper Fund

.  Mutual Qualified Fund (Class Z)

.  MAS Mid Cap Growth Fund

.  PIMCo Total Return Fund

.  FMC Corporation Stock Fund (defined herein as "FMC Stock Fund")(frozen
to contributions and exchanges in as soon as administratively feasible
after Spin-Off Date)

.  FMC Technologies, Inc. Stock Fund (defined herein as "FMC Technologies
Stock Fund")

.  Fidelity Puritan Fund

.  Fidelity Magellan Fund

.  Fidelity Capital & Income Fund

.  Fidelity Blue Chip Growth Fund

.  Fidelity Diversified International Fund

.  Fidelity Low Priced Stock Fund

.  Fidelity Freedom Income Fund

.  Fidelity Freedom 2000 Fund

.  Fidelity Freedom 2010 Fund

.  Fidelity Freedom 2020 Fund

.  Fidelity Freedom 2030 Fund

.  Fidelity Freedom 2040 Fund

.  Fidelity Retirement Government Money Market Portfolio

.  Fidelity U.S. Equity Commingled Pool

.  MIP II Blend Fund

The Named Fiduciary hereby directs that the investment option referred to
in Section 5(c), Section 5(e)(vii)(B)(5) and Section 5(e)(xvii)(B)(5) shall be
the Fidelity Retirement Government Money Market Portfolio.

38

Schedule "D"

AUTHORIZED SIGNERS (ADMINISTRATOR)
----------------------------------

[FMC Technologies, Inc. Letterhead]

September 28, 2001

Kelli Birtwell
Fidelity Investments Institutional Operations Company, Inc.
300 Puritan Way - MM3H
Marlborough, MA 01752-3078

FMC Technologies, Inc. Savings and Investment Plan
--------------------------------------------------

Dear Ms. Birtwell:

This letter is sent to you in accordance with Section 8(b) of the Trust
Agreement, dated as of September 28, 2001, between FMC Technologies, Inc.
("Sponsor") and Fidelity Management Trust Company. The Sponsor hereby designates
David J. Kostelansky, Stephanie K. Kushner and Michael W. Murray as the
individuals who may provide directions on behalf of the Administrator upon which
Fidelity Management Trust Company shall be fully protected in relying. Only one
such individual need provide any direction. The signature of each designated
individual is set forth below and certified to be such.

You may rely upon each designation and certification set forth in this
letter until the Sponsor delivers to you written notice of the termination of
authority of a designated individual.

Very truly yours,

/s/ Michael W. Murray
By: Member, FMC Technologies, Inc. Employee Welfare
Benefits Plan Committee

/s/ David J. Kostelansky
----------------------------------
David J. Kostelansky

/s/ Stephanie K. Kushner
----------------------------------
Stephanie K. Kushner

/s/ Michael W. Murray
----------------------------------
Michael W. Murray

39

Schedule "E"

AUTHORIZED SIGNERS (NAMED FIDUCIARY)
------------------------------------

[FMC Technologies, Inc. Letterhead]

September 28, 2001

Kelli Birtwell
Fidelity Investments Institutional Operations Company, Inc.
300 Puritan Way - MM3H
Marlborough, MA 01752-3078

FMC Technologies, Inc. Savings and Investment Plan
--------------------------------------------------

Dear Ms. Birtwell:

This letter is sent to you in accordance with Section 8(c) of the Trust
Agreement, dated as of September 28, 2001, between FMC Technologies, Inc. and
Fidelity Management Trust Company. The Board of Directors of FMC Technologies,
Inc. has designated the FMC Technologies, Inc. Employee Welfare Benefits Plan
Committee ("Committee") as the Named Fiduciary upon which Fidelity Management
Trust Company shall be fully protected in relying. The current members of the
Committee are Jeffrey W. Carr, Kenneth R. Garrett, Michael W. Murray and William
H. Schumann III. At least two members of the Committee must provide any
direction. The signature of each current member of the Committee is set forth
below and certified to be such.

You may rely upon each designation and certification set forth in this
letter until FMC Technologies, Inc. delivers to you written notice of the
termination of authority of a designated individual.

Very truly yours,

/s/ Michael W. Murray

--------------------------------------------------------
By: Member, FMC Technologies, Inc. Employee Welfare
Benefits Plan Committee

/s/ Jeffrey W. Carr                   /s/ Michael W. Murray
---------------------------------    -------------------------------------------
Jeffrey W. Carr                       Michael W. Murray

/s/ Kenneth R. Garrett                /s/ William H. Schumann III
---------------------------------    -------------------------------------------
Kenneth R. Garrett                    William H. Schumann III

40

Schedule "F"

STATEMENT OF QUALIFIED STATUS
-----------------------------

FMC Technologies, Inc. Letterhead

September 28, 2001

Kelli Birtwell
Fidelity Investments Institutional Operations Company, Inc.
300 Puritan Way - MM3H
Marlborough, MA 01752-3078

FMC Technologies, Inc. Savings and Investment Plan ("Plan")

Dear Ms. Birtwell:

In accordance with your request, this letter confirms that the Plan is
intended to be qualified under section 401(a) of the Internal Revenue Code of
1986 (including amendments made by the Employee Retirement Income Security Act
of 1974) (the "Code").

The Plan is a spin-off from the FMC Corporation Savings and Investment
Plan and the FMC Corporation Savings and Investment Plan for Bargaining Unit
Employees ("FMC Plans"). The most recent favorable determination letters as to
the qualified status under section 401(a) of the Code of the FMC Plans are
attached.

If the determination letter program is continued, FMC Technologies,
Inc. intends to submit the Plan to the Internal Revenue Service to request a
favorable determination letter as to the Plan's qualified status under section
401(a) of the Code. FMC Technologies, Inc. may have to make some modifications
to the Plan at the request of the Internal Revenue Service in order to obtain
this favorable determination letter, but we do not expect any of these
modifications to be material. FMC Technologies, Inc. anticipates that it will
make these modifications.

Sincerely,

/s/ Lori A. Lenard

By: Lori A. Lenard
Assistant General Counsel

41

Schedule "G"

EXISTING INVESTMENT CONTRACTS
-----------------------------

In Accordance with Section 5(b) the Named Fiduciary states that the Trustee
shall hold the following Existing Investment Contracts with investment
discretion:

-- Contract Issuer: CDC Financial Products

-- Contract Number: BR391-01

-- Maturity Date: 1-27-03

-- Contract Issuer: Combined

-- Contract Number: CG1077

-- Maturity Date: 5-1-02

-- Contract Issuer: Monumental Life

-- Contract Number: ADA00577FR-00

-- Maturity Date: 12-3-01

-- Contract Issuer: Monumental Life

-- Contract Number: BDA00725FR-00

-- Maturity Date: 12-31-01

42

Schedule "H"

EXCHANGE GUIDELINES
-------------------

The following exchange guidelines are currently employed by FIIOC.

Exchange hours, via a Fidelity participant service representative, are 8:30 a.m.
(ET) to 12:00 midnight (ET) on each Business Day. Exchanges via VRS and the
internet (NetBenefits) may be made virtually 24 hours a day.

FIIOC reserves the right to change these exchange guidelines at its discretion.

Note: The NYSE's normal closing time is 4:00 p.m. (ET); in the event the NYSE
alters its closing time, all references below to 4:00 p.m. (ET) shall mean the
NYSE closing time as altered.

Mutual Funds
------------

Exchanges Between Mutual Funds
------------------------------

Participants may call on any Business Day to exchange between the Mutual Funds.
If the request is confirmed before 4:00 p.m. (ET), it will receive that day's
trade date. Requests confirmed after 4:00 p.m. (ET) will be processed on a next
Business Day basis.

MIP II Blend Fund
-----------------

I.   Exchanges Between Mutual Funds and the MIP II Blend Fund
--------------------------------------------------------

Participants who wish to exchange between a Mutual Fund and the MIP II
Blend Fund may call on any Business Day. If the request is confirmed before
4:00 p.m. (ET), it will receive that day's trade date. Requests confirmed
after 4:00 p.m. (ET) will be processed on a next Business Day basis.

II.  Exchange Restrictions
---------------------

Participants will not be permitted to make direct transfers from the MIP II
Blend Fund into a competing fund. Participants who wish to exchange from
the MIP II Blend Fund into a competing fund must first exchange into a
non-competing fund for a period of 90 days.

43

Schedule "H" (continued)
---------

FMC Stock Fund
--------------

In accordance with Schedule "J" (Specified Hierarchy) for the FMC Stock Fund,
the following rules will govern exchanges:

I.   Exchanges From Mutual Funds or the MIP II Blend Fund to the FMC Stock Fund
--------------------------------------------------------------------------

Prior to the Spin-Off Date, participants may contact Fidelity on any day to
exchange from Mutual Funds or the MIP II Blend Fund into the FMC Stock
Fund. If the request is confirmed before the close of the market (generally
4:00 p.m. ET) on a Business Day, it will receive that day's trade date.
Requests confirmed after the close of the market on a business day (or on
any day other than a business day) will be processed on a next Business Day
Basis. From and after the Spin-Off Date exchanges into the FMC Stock Fund
are prohibited.

II.  Exchanges From the FMC Stock Fund to Mutual Funds or the MIP II Blend Fund
--------------------------------------------------------------------------

For periods prior to the Spin-Off Date, Participants may not exchange out
of the FMC Stock Fund with respect to any matching employer contribution
sources. From and after the Spin-Off Date with respect to matching employer
contribution sources, and with respect to all other sources, participants
may contact Fidelity on any day to exchange from the FMC Stock Fund into a
Mutual Fund or the MIP II Blend Fund. If Fidelity receives the request
before the close of the market (generally 4:00 p.m. ET) on any Business Day
and Available Liquidity is sufficient to honor the trade after Specified
Hierarchy rules are applied, it will receive that day's trade date.
Requests received by Fidelity after the close of the market on any Business
Day (or on any day other than a Business Day) will be processed on a next
Business Day basis, subject to Available Liquidity for such day after
application of Specified Hierarchy rules. If Available Liquidity on any day
is insufficient to honor the trade after application of Specified Hierarchy
rules, it will be suspended until Available Liquidity is sufficient, after
application of Specified Hierarchy rules, to honor such trade, and it will
receive the trade date and Closing Price of the date on which it was
processed.

FMC Technologies Stock Fund
---------------------------

In accordance with Schedule "K" (Specified Hierarchy) for the FMC Technologies
Stock Fund, the following rules will govern exchanges:

44

Schedule "H" (continued)
---------

I.   Exchanges From Mutual Funds or the MIP II Blend Fund to the FMC
---------------------------------------------------------------S
Technologies Stock Fund
-----------------------

Participants may contact Fidelity on any day to exchange from Mutual
Funds or the MIP II Blend Fund into the FMC Technologies Stock Fund. If
the request is confirmed before the close of the market (generally 4:00
p.m. ET) on a Business Day, it will receive that day's trade date.
Requests confirmed after the close of the market on a business day (or
on any day other than a business day) will be processed on a next
Business Day Basis.

II.  Exchanges From the FMC Technologies Stock Fund to Mutual Funds or the MIP
--------------------------------------------------------------------------
II Blend Fund
-------------

Participants may not exchange out of the FMC Technologies Stock Fund
with respect to any matching employer contribution sources. With
respect to all other sources, participants may contact Fidelity on any
day to exchange from the FMC Technologies Stock Fund into a Mutual Fund
or the MIP II Blend Fund. If Fidelity receives the request before the
close of the market (generally 4:00 p.m. ET) on any Business Day and
Available Liquidity is sufficient to honor the trade after Specified
Hierarchy rules are applied, it will receive that day's trade date.
Requests received by Fidelity after the close of the market on any
Business Day (or on any day other than a Business Day) will be
processed on a next Business Day basis, subject to Available Liquidity
for such day after application of Specified Hierarchy rules. If
Available Liquidity on any day is insufficient to honor the trade after
application of Specified Hierarchy rules, it will be suspended until
Available Liquidity is sufficient, after application of Specified
Hierarchy rules, to honor such trade, and it will receive the trade
date and Closing Price of the date on which it was processed.

45

Schedule "I"

OPERATIONAL GUIDELINES FOR NON-FIDELITY MUTUAL FUNDS
----------------------------------------------------

Pricing

By 7:00 p.m. Eastern Time ("ET") each Business Day, the Fund Vendor will input
the following information into FPRS via the remote access price screen that
FIIOC has provided to the Fund Vendor: (1) the net asset value for each Fund at
the close of trading, (2) the change in each Fund's net asset value from the
close of trading on the prior Business Day, and (3) in the case of an income
fund or funds, the mil rate. FIIOC must receive such information each Business
Day. If on any Business Day the Fund Vendor does not provide such information to
FIIOC, FIIOC shall pend all associated transaction activity in the FPRS until
the relevant Price Information is made available by Fund Vendor.

Trade Activity and Wire Transfers

By 7:00 a.m. ET each Business Day following Trade Date FIIOC will provide, via
facsimile, to the Fund Vendor a consolidated report of net purchase or net
redemption activity that occurred in each Fund up to 4:00 p.m. ET on the prior
Business Day. The report will reflect the dollar amount of assets and shares to
be invested or withdrawn for each Fund. FIIOC will transmit this report to the
Fund Vendor each Business Day, regardless of processing activity. In the event
that data contained in the 7:00 a.m. ET facsimile transmission represents
estimated trade activity, FIIOC shall provide a final facsimile to the Fund
Vendor by no later than 9:00 a.m. ET. Any resulting adjustments shall be
processed by the Fund Vendor at the net asset value for the prior Business Day.

The Fund Vendor shall send via regular mail to FIIOC transaction confirms for
all daily activity in each Fund. The Fund Vendor shall also send via regular
mail to FIIOC, by no later than the fifth Business Day following calendar month
close, a monthly statement for each Fund. FIIOC agrees to notify the Fund Vendor
of any balance discrepancies within twenty (20) Business Days of receipt of the
monthly statement.

For purposes of wire transfers, FIIOC shall transmit a daily wire for aggregate
purchase activity and the Fund Vendor shall transmit a daily wire for aggregate
redemption activity, in each case including all activity across all Funds
occurring on the same day.

Prospectus Delivery

FIIOC shall be responsible for the timely delivery of Fund prospectuses and
periodic Fund reports to Participants, and shall retain the services of a
third-party vendor to handle such mailings. The Fund Vendor shall be responsible
for all materials and production costs, and hereby agrees to provide Fund
prospectuses and periodic Fund reports to the third-party vendor selected by
FIIOC. The Fund Vendor shall bear the costs of mailing annual Fund reports to
Participants. FIIOC shall bear the costs of mailing prospectuses to
Participants.

46

Schedule "I" (continued)
---------

Proxies

The Fund Vendor shall be responsible for all costs associated with the
production of proxy materials. FIIOC shall retain the services of a third-party
vendor to handle proxy solicitation mailings and vote tabulation. Expenses
associated with such services shall be billed directly to the Fund Vendor by the
third-party vendor.

Participant Communications

The Fund Vendor shall provide internally-prepared fund descriptive information
approved by the Funds' legal counsel for use by FIIOC in its written Participant
communication materials. FIIOC shall utilize historical performance data
obtained from third-party vendors (currently Morningstar, Inc., FACTSET Research
Systems and Lipper Analytical Services) in telephone conversations with plan
Participants and in quarterly Participant statements. The Sponsor hereby
consents to FIIOC's use of such materials and acknowledges that FIIOC is not
responsible for the accuracy of such third-party information. FIIOC shall seek
the approval of the Fund Vendor prior to retaining any other third-party vendor
to render such data or materials under this Agreement.

Compensation

FIIOC shall be entitled to fees as set forth in a separate agreement with the
Fund Vendor.

47

Schedule "J"

SPECIFIED HIERARCHY - AVAILABLE LIQUIDITY PROCEDURES FOR FMC STOCK FUND
-----------------------------------------------------------------------

The following procedures shall govern sales of units in the FMC Stock Fund
requested for a day on which Available Liquidity is insufficient:

1.   Loans, withdrawals and distributions will be aggregated and placed first in
the hierarchy. If Available Liquidity is sufficient for the aggregate of
such transactions, all such loans, withdrawals and distributions will be
honored. If Available Liquidity is not sufficient for the aggregate of such
transactions, then such transactions will be suspended, and no transactions
requiring the sale of FMC Stock Fund units shall be honored for that day.

2.   If Available Liquidity has not been exhausted by the aggregate of loans,
withdrawals and distributions, then all remaining transactions involving a
sale of units in the FMC Stock Fund (exchanges out) shall be grouped on the
basis of when such requests were received, in accordance with standard
procedures maintained by the Trustee for such grouping as they may be
amended from time to time. To the extent of Available Liquidity, groups of
exchanges out of the FMC Stock Fund shall be honored, by group, on a FIFO
basis. If Available Liquidity is insufficient to honor all exchanges out
within a group, then none of the exchanges out in such group shall be
honored, and no exchanges out in a later group shall be honored.

3.   Transactions not honored on a particular day due to insufficient Available
Liquidity shall be honored, using the hierarchy specified above, on the
next business day on which there is Available Liquidity.

48

Schedule "K"

SPECIFIED HIERARCHY- AVAILABLE LIQUIDITY PROCEDURES FOR FMC
-----------------------------------------------------------
TECHNOLOGIES STOCK FUND
-----------------------

The following procedures shall govern sales of units in the FMC Technologies
Stock Fund requested for a day on which Available Liquidity is insufficient:

1.   Loans, withdrawals and distributions will be aggregated and placed first in
the hierarchy. If Available Liquidity is sufficient for the aggregate of
such transactions, all such loans, withdrawals and distributions will be
honored. If Available Liquidity is not sufficient for the aggregate of such
transactions, then such transactions will be suspended, and no transactions
requiring the sale of FMC Technologies Stock Fund units shall be honored
for that day.

2.   If Available Liquidity has not been exhausted by the aggregate of loans,
withdrawals and distributions, then all remaining transactions involving a
sale of units in the FMC Technologies Stock Fund (exchanges out) shall be
grouped on the basis of when such requests were received, in accordance
with standard procedures maintained by the Trustee for such grouping as
they may be amended from time to time. To the extent of Available
Liquidity, groups of exchanges out of the FMC Technologies Stock Fund shall
be honored, by group, on a FIFO basis. If Available Liquidity is
insufficient to honor all exchanges out within a group, then none of the
exchanges out in such group shall be honored, and no exchanges out in a
later group shall be honored.

3.   Transactions not honored on a particular day due to insufficient Available
Liquidity shall be honored, using the hierarchy specified above, on the
next business day on which there is Available Liquidity.

49

Schedule "L"

INVESTMENT GUIDELINES FOR THE MIP II BLEND FUND
-----------------------------------------------

Set forth below are the objectives and guidelines to be followed by Trustee for
the administration of the MIP II Blend Fund (the "Account") within the Plan
established by the Sponsor.

I.  INVESTMENT OBJECTIVES

The primary objective is to seek the preservation of capital. The secondary
objective is to attempt to provide over time a competitive level of income
consistent with the preservation of capital.

II. PORTFOLIO GUIDELINES

The Account shall be invested in the following classes of assets.

A.  Universe
--------

1. Investment Contracts. Investment Contracts ("Contracts") are issued
by insurance companies, banks or other financial-services institutions
(the "Issuer(s)") and evidence debt obligations of the applicable
Contract Issuer(s) to the Plan. Contracts are either collateralized by
the general underlying assets, or certain specific underlying assets,
of the Contract Issuer(s).

All Contracts, at the time of purchase, shall be benefit-responsive,
which means that they shall provide for benefit withdrawals and
investment exchanges to be paid at full book-value (i.e., principal
plus accrued interest). However, withdrawals prompted by an
employer-initiated-event, such as withdrawals resulting from the sale
of a division of the Sponsor, a corporate layoff or the addition of
Plan investment options, for example, may be paid at the Contract's
market-value, which may be more or less than book-value.

The interest rate of a particular Contract may be either fixed or
adjusted periodically according to an index or to reflect the
performance of certain assets of the Contract Issuer. Maturity dates of
Contracts may or may not be fixed. Contracts may include, but are not
limited to, the following:

.   Fixed-rate contracts
.   Indexed-rate contracts
.   Participating-rate contracts
.   Structured contracts
.   Separate-account contracts

50

Schedule "L" (continued)
---------

2. Synthetic Investment Products. Synthetic investment contract products
("Synthetic Products") are comprised of both an investment component and a
contractual component. The investment component consists of one or more
securities or shares or units of a pooled portfolio of fixed-income
securities ("Underlying Investment(s)").

Underlying Investments may include, but are not limited to, the following:

.   Asset-backed securities
.   Mortgage-backed securities
.   Commercial mortgage-backed securities
.   Collateralized mortgage obligations
.   U.S. Treasuries
.   Securities issued or backed by U.S. government agencies, government-
sponsored enterprises or similar U.S. government entities or
instrumentalities
.   Securities issued by supranational organizations
.   Structured notes and similar arrangements
.   Corporate bonds
.   Private placements (including Rule 144a securities)
.   Units of commingled pools primarily invested in the above
.   Shares of mutual funds primarily invested in the above
.   Money market instruments

This investment component is "wrapped" by one or more contracts ("Wrap
Contract(s)") issued by insurance companies, banks or other
financial-services institutions (the "Wrap Contract Issuers"). Wrap
Contracts, at the time of purchase, shall be benefit-responsive, which
means that they shall provide for benefit withdrawals and investment
exchanges to be paid at the full book-value of the Underlying Investment(s)
(i.e., principal plus accrued interest). In this manner, Wrap Contracts are
designed to decrease the normal market fluctuations associated with the
performance of the Underlying Investments. However, certain withdrawals,
similar to those described above with respect to Contracts, may be paid at
the market-value of the Underlying Investment(s) (which may be more or less
than book-value).

The interest rate of a particular Synthetic Product may be either fixed or
adjusted periodically and is in either case tied to the performance of the
Underlying Investment(s). The maturity date of a particular Synthetic
Product may be a fixed date or an indeterminate date.

3. Money Market Investments. Investments may be shares of mutual funds or
units of commingled pools that are invested primarily in money-market
instruments.

B. Credit and Diversification Limitations
--------------------------------------

1. At the time of purchase, Contract Issuers, Wrap Contract Issuers, and
Underlying Investments must be deemed to be creditworthy by Trustee.

51

Schedule "L" (continued)
---------

2. At the time of purchase, Contract Issuers and Underlying Investments
must meet the then-current diversification requirements established by
Trustee.

C. Investment Contract Disclosures
-------------------------------

Detailed investment contract disclosures are attached as Appendix A.

D. Special Limitations and Restrictions
------------------------------------

Notwithstanding anything herein to the contrary, the following special
limitations and restrictions shall apply:

1. Prior to purchasing for the Plan any class of assets not contemplated by
the then-existing Investment Guidelines, the Investment Manager shall
provide, and the Sponsor shall review, the contractual terms and conditions
to investments in said class of assets that may apply with respect to the
determination at various times of (i) market value, (ii) book value and
(iii) the consequences, if any, of termination prior to maturity. If such
terms and conditions are deemed in the Sponsor's sole discretion to be
acceptable, the Investment Guidelines shall be amended, upon the mutual
written consent of the parties, to permit the Account to be invested in
that class of assets.

2. The parties hereby acknowledge and agree that these Investment
Guidelines are not to be employed for the purpose of making new investments
in additional Account assets, but rather for the primary purpose of
restructuring the Account assets from time to time as may be deemed
necessary or appropriate by the Trustee in the Trustee's sole discretion,
it being expressly understood that as the Account assets mature, all
available resulting proceeds will be directed to the Managed Income
Portfolio II of the Fidelity Group Trust for Employee Benefit Plans ("MIP
II"). Except as detailed below with respect to existing Contracts, the
Trustee shall use its best efforts to complete the Account's transition to
MIP II by January 2, 2002.

With respect to the portion of the Account that is globally wrapped, the
Trustee shall, if necessary, restructure the assets underlying such global
wraps (the "Global Wrap Assets") and manage such Global Wrap Assets to an
immunization date of January 2, 2002. As the Global Wrap Assets mature, any
available proceeds will be directed to MIP II. Unless directed otherwise,
upon the latter of (1) the date that the last Global Wrap Asset matures and
(2) January 2, 2002, the Trustee shall terminate the global wraps and
transfer all available proceeds to MIP II.

The Trustee shall terminate the Contract designated CDC Financial Products,
Inc. #BR391-01 and direct any available proceeds to MIP II no later than
December 31, 2001. Notwithstanding anything herein to the contrary, unless
directed otherwise the Trustee shall not terminate any other existing
Contracts prior to their maturity dates. Such Contracts shall be allowed to
mature naturally before any resulting proceeds are directed to MIP II.

52

Schedule "L" (continued)
---------

As used herein, the term "restructuring" may include, but is not limited
to, asset substitutions, partial or total liquidations of particular assets
and the purchase of one or more credit wraps. The parties further
acknowledge and agree that any restructuring of assets may result in
changes to the crediting rate (including reductions therein), maturity date
or other contractual terms that were in place with respect to those assets
prior to restructuring.

3. The parties acknowledge and agree that these Investment Guidelines do
not apply to, and shall be of no force and effect with respect to, the
administration by Trustee of MIP II.

4. The Sponsor hereby acknowledges and agrees that it has received from the
Trustee a copy of the Group Trust and Declaration of Separate Fund for MIP
II, and has read and understood the information contained therein.

These Investment Guidelines are effective as of the date first executed
below on behalf of the Trustee and supersede all prior written and oral
agreements regarding investments of the Account. Any deviation from or
amendment to these Investment Guidelines must be approved in writing by
both the Trustee and Sponsor prior to implementation thereof.

53

Appendix A

Investment Contract Disclosures
-------------------------------

I.  FUNDING COMMITMENTS

The terms of each investment contract are based upon the information in the
bidding specifications given to potential bidders. Often detailed information
about expected deposits and withdrawals is necessary to receive the best rate
from an issuer on a given placement day.

Some investment contracts obligate the Plan to give a designated lump sum
deposit to the issuer by a specific date. Other contracts require a Plan to
direct all cash flow, including other contract maturities, to the issuer over a
set period (the funding "window"). At the end of the window, the issuer expects
a certain dollar amount to be received and may refuse to accept additional cash
flow. In either case, the funding date may be several months following the
commitment ("advance commitment" contracts).

If the Plan fails to fulfill its contractual funding obligations, there may be
financial consequences for Plan participants. This is because the issuer
conducts its financial affairs in reliance on receiving the deposits as
promised. Consequently, issuers may include shortfall funding provisions in
their contracts (particularly advance commitment contracts) in order to protect
their financial position.

The responsibility for a funding shortfall will vary depending on the underlying
cause. If participant activity (e.g. increased transfers out of the Account)
causes the shortfall, issuers will generally either assume the risk or extend
the funding date indefinitely. However, if a shortfall is caused by an
employer-initiated event (e.g. an unexpected layoff, Plan termination, or a
change in funding policy), the issuer will seek to be made whole under the terms
of the contract. If the contract has not yet been funded, the issuer may seek
reimbursement from the contract holder if the issuer incurs a financial loss.

As contract holder, Trustee intends to honor all funding commitments made on
behalf of the Plan. In the event of a shortfall, however, Trustee would only
assume responsibility to the extent that Trustee has been given funds by the
Plan for deposit and subsequently fails to remit the funds to the issuer.

II.  PLAN WITHDRAWALS AND INVESTMENT EXCHANGES

An investment contract generally imposes ongoing contractual commitments on the
Plan to maintain the issuer's promise to pay the book value of the contract. If
the sponsoring employer changes Plan rules in a manner which changes
significantly the amount of "benefit-responsive" withdrawals from a contract,
the issuer may be authorized to lower the interest rate or assess a monetary
penalty. Alternatively, the issuer may refuse to pay withdrawals prompted by the
plan change. Employer-initiated events such as a large scale layoff or a sale of
part of the business may cause the same consequences. Early advance notice to
Trustee of a coming Plan change or corporate event is critical to provide
Trustee sufficient time to try to minimize any financial consequences to the
Plan.

A request by the Plan contract holder (sponsoring employer or trustee) to
withdraw funds prior to the contract maturity date may also result in the
assessment of a market value adjustment on the amount withdrawn. Some contracts
don't allow such pre-maturity withdrawals without issuer consent.

54

Due to the potential financial consequences to Plan participants in these types
of situations, funding and withdrawal decisions must be carefully weighed by
Plan sponsors, managers and trustees.

55

Exhibit 10.9.a

FMC Technologies, Inc.

Non-Qualified Savings and Investment Plan
-----------------------------------------

Table of Contents
-----------------

Page No.
-------

Article I
Introduction..............................................................  1
------------
Section 1.1.  Name; Purpose........................................  1
Section 1.2.  Administration of the Plan...........................  1

Article II
Definitions ..............................................................  2
-----------
Section 2.1.  Account..............................................  2
Section 2.2.  Account Balance......................................  2
Section 2.3.  Accounting Date......................................  2
Section 2.4.  Adopting Affiliate...................................  2
Section 2.5.  Affiliated Group.....................................  2
Section 2.6.  Board................................................  2
Section 2.7.  Code.................................................  2
Section 2.8.  Committee............................................  2
Section 2.9.  Company..............................................  2
Section 2.10. Company Stock........................................  2
Section 2.11. Compensation.........................................  2
Section 2.12. Deferral Contributions...............................  2
Section 2.13. Deferral Contributions Account.......................  2
Section 2.14. Distribution Date....................................  2
Section 2.15. Effective Date.......................................  2
Section 2.16. Employer.............................................  3
Section 2.17. ERISA................................................  3
Section 2.18. Excess Compensation..................................  3
Section 2.19. FMC..................................................  3
Section 2.20. FMC Plan.............................................  3
Section 2.21. FMC Stock............................................  3
Section 2.22. Full Deferral Contributions..........................  3
Section 2.23. Matching Contributions...............................  3
Section 2.24. Matching Contributions Account.......................  3
Section 2.25. Mirror Deferral Contributions........................  3
Section 2.26. Participant..........................................  3
Section 2.27. Permitted Investment.................................  3
Section 2.28. Plan.................................................  3
Section 2.29. Plan Year............................................  3
Section 2.30. Savings Plan.........................................  3
Section 2.31. Year of Service......................................  4

Article III
Plan Participation........................................................  4
------------------
Section 3.1.4 Eligibility..........................................  4
Section

3.2.4 Participation........................................  4

-i-

Article IV

Deferral Contributions............................................................................  4
----------------------
Section 4.1. Deferral Contributions........................................................  4
Section 4.2. Deferral Contributions Account................................................  5

Article V

Matching Contributions............................................................................  5
----------------------
Section 5.1. Matching Contributions........................................................  5
Section 5.2. Matching Contributions Account................................................  5

Article VI

Deemed Earnings on Account Balances...............................................................  6
------------------------------------
Section 6.1. Deemed Investments............................................................  6
Section 6.2. Crediting of Deferrals and Contributions......................................  7
Section 6.3. Statement of Accounts.........................................................  7

Article VII

Establishment of Trust............................................................................  7
-----------------------
Section 7.1.  Establishment of Trust.......................................................  7
Section 7.2.  Status of Trust..............................................................  7

Article VIII

Distribution of Plan Benefits.....................................................................  7
------------------------------
Section 8.1.  Vesting of Accounts..........................................................  7
Section 8.2.  Payment of Account Balances..................................................  8
Section 8.3.  Distribution of Accounts of Certain Former Employees.........................  8
Section 8.4.  Payments in the Event of Unforeseeable Emergency.............................  8
Section 8.5.  Involuntary Distributions....................................................  9
Section 8.6.  Forfeitures..................................................................  9
Section 8.7.  Designation of Beneficiaries.................................................  9

Article IX

Amendment and Termination......................................................................... 10
--------------------------
Section 9.1.  Amendment and Termination.................................................... 10

Article X

General Provisions................................................................................ 10
------------------
Section 10.1.  Non-Alienation of Benefits.................................................. 10
Section 10.2.  Withholding for Taxes....................................................... 10
Section 10.3.  Immunity of Committee Members............................................... 10
Section 10.4.  Plan Not to Affect Employment Relationship.................................. 10
Section 10.5.  Action by the Employers..................................................... 11
Section 11.6.  Effect on Other Employee Benefit Plans...................................... 11
Section 10.7.  Employer Liability.......................................................... 11
Section 10.8.  Notices..................................................................... 11

-ii-

Section 10.9.   Gender and Number; Headings................................................  11
Section 10.10.  Controlling Law............................................................  11
Section 10.11.  Successors.................................................................  11
Section 10.12.  Severability...............................................................  12
Section 10.13.  Subsequent Changes.........................................................  12
Section 10.14.  Benefits Payable to Minors, Incompetents and Others........................  12

-iii-

FMC Technologies, Inc.
Non-Qualified Savings and Investment Plan
-----------------------------------------

Article I
Introduction
------------

Section 1.1. Name; Purpose. The Company established the FMC
-------------
Technologies, Inc. Non-Qualified Savings and Investment Plan (the "Plan")
effective as of September 28, 2001. The Plan is a spin-off of the FMC
Corporation Non-Qualified Savings and Investment Plan. Although a rabbi trust
may be established in connection with it, this Plan constitutes an unfunded,
non-qualified arrangement providing deferred compensation to a select group of
management or highly compensated employees (as defined for purposes of Title I
of ERISA) of the Company and of certain of the Company's affiliates.

Section 1.2. Administration of the Plan. The Plan is administered by
--------------------------
the Committee. The duties and authority of the Committee include:

(a) interpreting and applying the Plan's terms;

(b) adopting any rules or regulations the Committee deems necessary or
desirable to operate the Plan;

(c) making whatever determinations are permitted or required to
maintain or administer the Plan; and

(d) taking any other actions that prove necessary to administer the
Plan properly, in accordance with its terms.

Any decision of the Committee as to any matter within its authority will be
final, binding and conclusive upon the Company, any Employer and each
Participant, former Participant, designated beneficiary or other person claiming
under or through any Participant or designated beneficiary. No additional
authorization or ratification by the Board is necessary for the Committee to act
on any matter within its authority. An action taken by the Committee as to a
Participant will not be binding on the Committee regarding an action to be taken
as to any other Participant. A member of the Committee may be a Participant, but
he or she may not participate in any decision that directly affects his or her
rights under the Plan, or the computation of his or her Plan benefits. Each
determination required or permitted under the Plan will be made by the Committee
in its sole and absolute discretion. The Committee may delegate some or all of
its duties or responsibilities.

-1-

Article II
Definitions
-----------

Section 2.1.  Account means a bookkeeping Account maintained by the
-------
Company for a Participant, including his or her Deferral Contributions Account
and Matching Contributions Account.

Section 2.2.  Account Balance means the value, as of a specified date,
---------------
of the Participant's Account, Deferral Contributions Account or Matching
Contributions Account.

Section 2.3.  Accounting Date means each business day of the Plan
---------------
Year.

Section 2.4.  Adopting Affiliate means an entity that, together with
------------------
the Company, is considered as a single employer under Section 414(b), (c), (m)
or (o) of the Code, and has adopted the Savings Plan for its employees.

Section 2.5.  Affiliated Group the group that consists of the Company
----------------
and every other entity that, together with the Company, is considered as a
single employer under Section 414(b), (c), (m) or (o) of the Code.

Section 2.6.  Board means the Board of Directors of the Company.
-----

Section 2.7.  Code means the Internal Revenue Code of 1986, as
----
amended.

Section 2.8.  Committee means the FMC Technologies, Inc. Employee
---------
Welfare Benefits Plan Committee, or its delegate.

Section 2.9.  Company means FMC Technologies, Inc.
-------

Section 2.10. Company Stock means the common stock of the Company.
-------------

Section 2.11. Compensation has the same meaning as under the Savings
------------
Plan, except that it also includes amounts deferred under this Plan.

Section 2.12. Deferral Contributions means the Mirror Deferral
----------------------
Contributions and Full Deferral Contributions credited on behalf of a
Participant pursuant to Section 4.1.

Section 2.13. Deferral Contributions Account means the Account
------------------------------
maintained on behalf of a Participant to represent the amount of the Deferral
Contributions credited in his or her behalf, as adjusted to account for deemed
gains and losses, withdrawals and distributions.

Section 2.14. Distribution Date means the date FMC distributes its
-----------------
interest in the Company.

Section 2.15. Effective Date means September 28, 2001, the effective
--------------
date of this amended and restated Plan.

-2-

Section 2.16. Employer means the Company and/or any Adopting
--------
Affiliate.

Section 2.17. ERISA means the Employee Retirement Income Security Act
-----
of 1974, as amended.

Section 2.18. Excess Compensation means an amount that would be
-------------------
Compensation, except that it exceeds the annual compensation limit under Section
401(a)(17), as adjusted, (for 2001, $170,000), as set forth in the Savings Plan.

Section 2.19. FMC means FMC Corporation, a Delaware corporation.
---

Section 2.20. FMC Plan means the FMC Corporation Non-Qualified Savings
--------
and Investment Plan.

Section 2.21. FMC Stock means the common stock of FMC.
---------

Section 2.22. Full Deferral Contributions means amounts credited to a
---------------------------
Participant pursuant to Section 4.1(b).

Section 2.23. Matching Contributions means the contributions credited
----------------------
on behalf of a Participant pursuant to Section 5.1.

Section 2.24. Matching Contributions Account means the Account
------------------------------
maintained on behalf of a Participant to represent the amount of Matching
Contributions credited in his or her behalf, as adjusted to account for deemed
gains and losses, withdrawals and distributions.

Section 2.25. Mirror Deferral Contributions means the contributions
-----------------------------
credited to a Participant pursuant to Section 4.1(a).

Section 2.26. Participant means any eligible employee of an Employer
-----------
who participates in the Plan pursuant to Article III.

Section 2.27. Permitted Investment means a notional fund or type of
--------------------
notional investment approved by the Committee for Plan purposes. Permitted
Investments will include Company Stock and FMC Stock; provided, however, that
for periods beginning on and after the Distribution Date no contributions or
transfers to FMC Stock are permitted.

Section 2.28. Plan means this FMC Technologies, Inc Non-Qualified
----
Savings and Investment Plan.

Section 2.29. Plan Year means the calendar year.
---------

Section 2.30. Savings Plan means the FMC Technologies, Inc. Savings
------------
and Investment Plan, as amended from time to time.

-3-

Section 2.31. Year of Service means, as to a Participant, the
---------------
Participant's number of calendar months of employment by the Affiliated Group
(including any interruption of employment of up to 12 months) divided by 12. A
partial month counts as a whole month, and any fractional year of service is
ignored. A period longer than 12 months for which a Participant does not receive
Compensation, including (without limitation) any unpaid leave of absence is not
counted in determining the Participant's Years of Service, nor does any other
interruption of employment longer than 12 months.

Article III
Plan Participation
------------------

Section 3.1. Eligibility. An employee of an Employer will be eligible
-----------
to participate in any Plan Year if he or she meets all of the following
conditions:

(a)   the employee is part of a select group of management or highly
compensated employees, within the meaning of Title I of ERISA;

(b)   the employee is eligible to participate in the Savings Plan for
the Plan Year;

(c)   the employee is expected to receive Excess Compensation during
the Plan Year; and

(d)   the Committee, or its delegate, designates the employee as
eligible to participate in the Plan.

Section 3.2. Participation. An employee who meets the conditions of
-------------
Section 3.1 becomes a Participant by executing and filing with the Committee a
deferral election form, in the manner and at the time required under Article IV.
Once an individual is a Participant, he or she will remain a Participant for so
long as he or she has an Account Balance, although a Participant may continue to
make Deferral Contributions and receive allocations under the Plan only so long
as he or she remains an eligible employee.

Article IV
Deferral Contributions
----------------------

Section 4.1. Deferral Contributions. Each eligible employee who has
----------------------
made an election to defer a portion of his or her Compensation under the Savings
Plan for a Plan Year may elect to defer an additional amount under this Plan for
that Plan Year, as Mirror Deferral Contributions, Full Deferral Contributions,
or both.

(a)   A Mirror Deferral Contribution is an amount, between 1% and 20%
of the Participant's Compensation and Excess Compensation, that the Participant
cannot defer under the Savings Plan because it exceeds the limit on deferrals
under Code Section

-4-

402(g), represents a deferral of Excess Compensation, or represents an
amount that the Participant cannot defer under the Savings Plan because of
the limits of Code Section 415(c).

(b)  A Full Deferral Contribution is an amount, between 1% and 80% of
the total of the Participant's Compensation and Excess Compensation.

A Participant's Mirror Deferral Contributions and Full Deferral Contributions
for a Plan Year may not exceed the sum of his or her Compensation and Excess
Compensation. A Participant must make his or her deferral election for a Plan
Year no later than the last day of the preceding Plan Year, and may not change
his or her deferral election during the Plan Year. Notwithstanding the
foregoing, when an employee first becomes an eligible employee, he or she may
make a deferral election no later than thirty days after becoming an eligible
employee, so long as the deferral election applies to Compensation and Excess
Compensation earned during the Plan Year after the date of the deferral
election.

4.2. Deferral Contributions Account. The Committee will establish and
------------------------------
maintain a Deferral Contributions Account on behalf of each Participant who
elects to make Deferral Contributions. The Deferral Contributions Account will
be a bookkeeping account maintained by the Company, and will reflect the Mirror
Deferral Contributions and Full Deferral Contributions the Participant has
elected to make to the Plan, as adjusted pursuant to Article VI to reflect
deemed gains and losses, withdrawals and distributions.

Article V
Matching Contributions
----------------------

Section 5.1. Matching Contributions. Each Participant will be credited
----------------------
with a Matching Contribution in an amount equal to the matching contributions
that would have been made with respect to his or her Mirror Deferral
Contributions, if they had been made under the Savings Plan, at such time as
described in Section 6.2.

Section 5.2. Matching Contributions Account. The Committee will
------------------------------
establish and maintain a Matching Contributions Account on behalf of each
Participant who is credited with Matching Contributions. The Matching
Contributions Account will be a bookkeeping account maintained by the Company,
and will reflect the Matching Contributions that have been credited to the
Participant, as adjusted pursuant to Article VI to reflect deemed gains and
losses, withdrawals and distributions.

-5-

Article VI
Deemed Earnings on Account Balances
-----------------------------------

Section 6.1.  Deemed Investments.
------------------

(a) Each Participant may designate from time to time, in the
manner prescribed by the Committee, that all or a portion of his or her
Deferral Contributions Account be deemed to be invested in one or more
Permitted Investments. The Committee will establish rules governing the
dates as of which amounts will be deemed to be invested in the
Permitted Investments chosen by the Participant, and the time and
manner in which amounts will be deemed to be transferred from one
Permitted Investment to another, pursuant to a Participant's election
to change his or her deemed investments. The Committee will also
establish a default Permitted Investment, in which the Deferral
Contributions Account of a Participant who fails to make an investment
election will be deemed to be invested. The Committee's Plan investment
election rules permit a Participant to transfer any or all of his or
her Account (including any or all of his or her Matching Contribution
Account) out of the Company Stock and/or the FMC Stock Permitted
Investments. From and after the Distribution Date, no contributions or
transfers to FMC Stock are permitted.

(b) All amounts credited to a Participant's Matching
Contributions Account will be deemed to be invested initially in
Company Stock, or, for periods prior to the Distribution Date, FMC
Stock.

(c) Each Account will be deemed to receive all interest,
dividends, earnings and other property that would be received by it if
it were actually invested in the Permitted Investment in which it is
deemed to be invested. Similarly, each Account will be deemed to suffer
all investment losses and other diminutions it would suffer if it were
actually invested in the Permitted Investment in which it is deemed to
be invested. Gains and losses will be credited to or debited from each
Account at the times and in the manner specified by the Committee.

(d) Elections required or permitted to be made pursuant to
this Article VI must be made only by the Participant. Notwithstanding
the foregoing, if a Participant dies before his or her entire Account
Balance is distributed, or if the Committee determines that a
Participant is legally incompetent or otherwise incapable of managing
his or her own affairs, the Committee may itself make Plan elections on
behalf of the Participant, or may declare that the Participant's
designated beneficiary, legal representative or near relative will be
permitted to make Plan elections on behalf of the Participant.

(e) Neither the  Company nor the Plan need make any  Permitted
Investment. If, from time to time, the Company actually makes an
investment similar to a Permitted Investment, that investment will be
solely for the Company's own account, and the Participant will have no
right, title or interest in that investment. Each Participant has

-6-

only the rights of an unsecured creditor of the Company or any
Employer, as to any amount owing to him or her under the Plan.

Section 6.2. Crediting of Deferrals and Contributions. The
----------------------------------------
Company will credit all Deferral Contributions to a Participant's Deferral
Contributions Account within a reasonable period of time after the date they
would have been paid to the Participant if the Participant had not elected to
defer them. The Company will credit all Matching Contributions made on a
Participant's behalf to the Participant's Matching Contributions Account within
a reasonable period after the date they would have been contributed to the
Savings Plan, if they could have been permitted allocated under that Plan.

Section 6.3. Statement of Accounts. Within a reasonable period
---------------------
of time after the end of each calendar quarter, the Company will furnish each
Participant with a statement showing the value of his or her Account as of the
end of that calendar quarter.

Article VII
Establishment of Trust
----------------------

Section 7.1. Establishment of Trust. The Company may, in its
----------------------
sole discretion, establish a grantor trust in order to accumulate assets to pay
Plan obligations. The assets and income of any trust established under this Plan
will be subject to the claims of the Company's general creditors, and the
Employers' general creditors, but only to the extent such assets are
attributable to the contributions made on behalf of employees employed by such
Employer. The establishment or maintenance of a Plan trust will not affect the
Employers' liability to pay Plan benefits, except as and to the extent amounts
from the trust are actually used to pay a Participant's Plan benefits. If the
Company does establish a trust under the Plan, the Company will determine how
much will be contributed to the trust and when, and trust assets will be
invested in accordance with the terms of the trust.

Section 7.2. Status of Trust. A Participant will have no
---------------
direct or secured claim in any asset of the trust, or in specific assets of the
Company or of his or her Employer, and will have the status of a general
unsecured creditor of his or her Employer, for any amounts due under this Plan.

Article VIII
Distribution of Plan Benefits
-----------------------------

Section 8.1. Vesting of Accounts. Each Participant will at all
-------------------
times be fully vested in his or her Deferral Contributions Account. A
Participant's vested interest in his or her Matching Contributions Account is
determined in the same manner, at the same time and to the same extent as his or
her vested interest in the matching contribution account under the Savings Plan.

-7-

Section 8.2. Payment of Account Balances. All payments under
---------------------------
this Plan shall be made in cash. This Section 8.2 governs payment of most
Account Balances. The Account Balances of certain former employees will be paid
as described in Section 8.3.

(a) Generally, the vested portion of a Participant's Account
Balance will be paid to him or her (or, if the Participant has died, to
his or her designated beneficiary) in cash, in a single lump sum, as of
the last day of the sixth calendar month after the calendar month in
which the Participant terminated employment with the Company and all
other members of the Affiliated Group. The only in-service withdrawals
permitted under the Plan are described in Section 8.4.

(b) Notwithstanding Section 8.2(a), a Participant to whom this
Section 8.2 applies may make an irrevocable election to have the vested
portion of his or her Account paid in any form of distribution
permitted under the Savings Plan; provided, however, that a Participant
may not elect to receive a distribution in Company Stock or FMC Stock
instead of cash. Payment under this Section 8.2(b) will begin as of the
last day of the sixth calendar month after the calendar month in which
the Participant terminated employment with the Company and all other
members of the Affiliated Group or, if earlier, within 90 days after
the Participant's death. A Participant must elect a form of payment
under this Section 8.2(b) no later than the last day of the first
calendar month following the calendar month in which the Participant
terminated employment with the Company and all other members of the
Affiliated Group. Notwithstanding any other provision of this Article
VIII, the Committee may establish a minimum amount of any installment
payment to be made under the Plan.

Section 8.3. Distribution of Accounts of Certain Former
------------------------------------------
Employees. The vested portions of the Accounts of certain Participants who
---------
terminated employment with FMC and all other members of its affiliated group
before September 1, 1997 are payable pursuant to irrevocable elections made by
such Participants under the FMC Plan before January 1, 1998 to have the vested
portions of their Accounts paid in distribution forms permitted under the
Savings Plan, beginning, in each case, at a later date selected by the
Participant. The vested portions of the Account of each Participant who made an
irrevocable election described in the preceding sentence will be distributed in
the manner elected by the Participant, with payments commencing at the time he
or she elected or, if earlier, within 90 days after his or her death.
Notwithstanding any other provision of this Article VIII, the Committee may
establish a minimum amount of any installment payment to be made to a
Participant who made an election described in this Section 8.3.

Section 8.4. Payments in the Event of Unforeseeable Emergency.
------------------------------------------------
A Participant may request, in the manner and within the time constraints
established by the Committee, to receive an emergency payment of some or all of
his or her vested Account Balance. The Committee will authorize an emergency
payment under this Section 8.4 only if the Participant experiences an
unforeseeable emergency. An emergency payment must be limited to the amount the
Participant reasonably needs to satisfy the unforeseeable emergency. An
unforeseeable emergency is severe financial hardship to the Participant
resulting from:

-8-

(a)      a sudden and unexpected illness or accident to the Participant
or to his or her dependent (as defined in Code Section 152(a));

(b)      the Participant's losing his or her property due to casualty;
or
(c)      other similar extraordinary and unforeseeable circumstances
arising as a result of unforeseeable events beyond the Participant's control.

Whether a Participant suffers an unforeseeable emergency depends upon the facts
of each case; in no event, however, may the Participant receive an emergency
payment if his or her hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise, by liquidation of the Participant's
assets (to the extent liquidation of those assets would not itself cause severe
financial hardship) or by ceasing to make deferrals under the Plan. The need to
send a Participant's child to college or the desire to purchase a home are not
unforeseeable emergencies.

Section 8.5. Involuntary Distributions. Notwithstanding the
-------------------------
foregoing provisions of this Article VIII, the Committee may on its own
initiative authorize the Company to distribute to any Participant (or, if the
Participant has died, to his or her designated beneficiary) all or any part of
the Participant's vested Account Balance. Payment under the preceding sentence
is specifically authorized if there is a change in tax law, a published ruling
or a similar announcement issued by the Internal Revenue Service, a Treasury
Regulation, a decision by a court of competent jurisdiction involving a
Participant or designated beneficiary, or a closing agreement made under Code
Section 7121 involving a Participant, that the Committee determines will cause
the Participant to have or recognize income for federal income tax purposes as
to amounts deferred under this Plan.

Section 8.6. Forfeitures. The portion of a Participant's
-----------
Matching Contributions Account that is not fully vested will become a forfeiture
as and to the same extent it would have become a forfeiture under the Savings
Plan, if the contributions to which it is attributable could have been allocated
under that plan, and will be applied in the same manner as if it had become a
forfeiture under the Savings Plan.

Section 8.7. Designation of Beneficiaries. Each Participant
----------------------------
may name any person or persons to whom his or her vested Account Balance will be
paid if the Participant dies before they have been fully distributed. Each
beneficiary designation will revoke all prior beneficiary designations made by
that Participant. The Committee will designate the time and manner in which a
Participant must made a beneficiary designation, but will not require a
Participant to obtain the consent of his or her current beneficiary to the
naming a new or additional beneficiaries. A beneficiary designation will be
effective only if it meets the requirements specified by the Committee. If a
Participant fails to designate a beneficiary, or if the Participant's
beneficiary dies before the Participant does or before receiving the full amount
to which he or she is entitled, the Committee may, in its discretion, pay the
vested portion of the Participant's Account Balance (or the portion that remains
unpaid) to one or more of the Participant's relatives by blood, adoption or
marriage, in the proportions it determines, or to the

-9-

legal representative of the estate of the later to die of the Participant and
his or her designated beneficiary.

Article IX
Amendment and Termination
-------------------------

Section 9.1. Amendment and Termination. The Company has the
-------------------------
right to amend or terminate the Plan by action of the Board, or by action of an
officer or Company employee or committee authorized by the Board to amend the
Plan. Any Employer may terminate its participation in the Plan at any time by
appropriate action, in its discretion. The Plan will automatically terminate as
to any Employer upon termination of the Employer's participation in the Savings
Plan. Notwithstanding the foregoing, no Plan amendment or termination may
adversely affect the right of a Participant (or his or her designated
beneficiary) to vested benefits already accrued in the Participant's behalf
under this Plan, unless the Participant (or beneficiary) consents to the
amendment.

Article X
General Provisions
------------------

Section 10.1. Non-Alienation of Benefits. A Participant's
--------------------------
rights to the amounts credited to his or her Account under the Plan cannot be
granted, transferred, pledged or otherwise assigned, in whole or in part, by the
voluntary or involuntary acts of any person, or by operation of law, and will
not be liable or taken for any obligation of the Participant. Any attempted
grant, transfer, pledge or assignment of a Participant's rights to Plan benefits
will be null and void and without any legal effect.

Section 10.2. Withholding for Taxes. Notwithstanding anything
---------------------
contained in this Plan to the contrary, each Employer will withhold from any
distribution, deferral or accrual under the Plan whatever amount or amounts may
be required to comply with the tax withholding provisions of the Code or any
State income tax act for purposes of paying any income, estate, inheritance,
employment or other tax attributable to any amounts distributable or creditable
under the Plan.

Section 10.3. Immunity of Committee Members. The members of
-----------------------------
the Committee may rely upon any information, report or opinion supplied to them
by any officer of an Employer or any legal counsel, independent public
accountant or actuary, and will be fully protected in relying on any such
information, report or opinion. No member of the Committee will have any
liability to the Company, any Employer or any Participant, former Participant,
designated beneficiary, person claiming under or through any Participant or
designated beneficiary, or other person interested or concerned in connection
with any Plan decision made by that member of the Committee, so long as the
decision was based on any such information, report or opinion, and the Committee
member relied on it in good faith.

Section 10.4.  Plan Not to Affect Employment Relationship.
------------------------------------------
Neither the adoption of the Plan nor its operation will in any way affect the
right and power of an Employer to dismiss or otherwise terminate the employment,
or change the terms of employment or amount of

-10-

compensation, of any Participant at any time, for any reason or without cause.
By accepting any payment under this Plan, each Participant, former Participant,
and designated beneficiary, and each person claiming under or through a
Participant, former Participant or designated beneficiary, is conclusively bound
by any action or decision taken or made under the Plan by the Committee, the
Company or any Employer

Section 10.5. Action by the Employers. Any action required or
-----------------------
permitted to be taken under the Plan by an Employer must be taken by its Board
of Directors, by a duly authorized committee of its Board of Directors, or by a
person or persons authorized by its Board of Directors or an authorized
committee.

Section 10.6. Effect on Other Employee Benefit Plans. Any
--------------------------------------
compensation deferred or accrued under this Plan, and any amount credited to a
Participant's Account under this Plan, will not be included in the Participant's
compensation or earnings for purposes of computing benefits under any other
employee benefit plan maintained or contributed to by the Employer, except as
and to the extent required under the terms of that employee benefit plan or
applicable law.

Section 10.7. Employer Liability. Each Employer is liable to
------------------
pay the Plan benefits earned or accrued for its eligible employees who are
Participants. With the consent of the Board (or of a duly appointed delegate of
the Board), any Employer may assume any other Employer's Plan liabilities and
obligations. To the extent that an Employer assumes another Employer's Plan
liabilities or obligations, the second Employer will be released from any
continuing obligation under the Plan. At the Company's request, a Participant or
designated beneficiary will sign any documents reasonably required by the
Company to effectuate the purposes of this Section 10.7.

Section 10.8. Notices. Any notice required to be given by the
-------
Company, any Employer or the Committee must be in writing and must be delivered
in person, by registered mail, return receipt requested, or by regular mail,
telecopy or electronic mail. Any notice given by mail will be deemed to have
been given on the date it was mailed, correctly addressed to the last known
address of the person to whom the notice is to be given.

Section 10.9. Gender, Number and Headings. Except where the
---------------------------
context otherwise requires, in this Plan the masculine gender includes the
feminine, the feminine includes the masculine, the singular includes the plural,
and the plural includes the singular. Headings are inserted for convenience
only, are not part of the Plan, and are not to be considered in the Plan's
construction.

Section  10.10.  Controlling  Law. The Plan will be construed
----------------
according to the internal laws of Delaware, to the extent they are not preempted
by any applicable federal law.

Section 10.11. Successors. The Plan is binding on all persons
----------
entitled to benefits under it, on their respective heirs and legal
representatives, on the Committee and its successor, and on any Employer and its
successor, whether by way of merger, consolidation, purchase or otherwise.

-11-

Section 10.12. Severability. If any provision of the Plan is
------------
held to be illegal or invalid for any reason, that illegality or invalidity will
not affect the remaining provisions of the Plan, and the Plan will be enforced
and administered, from that point forward, as if the invalid provisions had
never been part of it.

Section 10.13. Subsequent Changes. All benefits to which any
------------------
Participant, designated beneficiary or other person is entitled under this Plan
will be determined according to the terms of the Plan as in effect when the
Participant ceases to be an eligible employee, and will not be affected by any
subsequent change in Plan provisions, unless the Participant again becomes an
eligible employee, or unless and to the extent the subsequent change expressly
applies to the Participant, his or her designated beneficiary or other person
claiming through or on behalf of the Participant or designated beneficiary.

Section 10.14. Benefits Payable to Minors, Incompetents and
--------------------------------------------
Others. If any benefit is payable to a minor, an incompetent, or a person
------
otherwise under a legal disability, or to a person the Committee reasonably
believes to be physically or mentally incapable of handling and disposing of his
or her property, the Committee has the power to apply all or any part of the
benefit directly to the care, comfort, maintenance, support, education or use of
the person, or to pay all or any part of the benefit to the person's parent,
guardian, committee, conservator or other legal representative, to the
individual with whom the person is living, or to any other individual or entity
having the care and control of the person. The Plan, the Committee, the Company,
any Employer and their employees and agents will have fully discharged their
responsibilities to the Participant or beneficiary entitled to a payment by
making payment under this Section 10.14.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed in
its name and behalf on this 28th day of September, 2001 to be effective as of
September 28, 2001.

FMC Technologies, Inc.

By:   /s/ Michael W. Murray
----------------------------------
Member, Employee Welfare Benefits
Plan Committee

-12-

Exhibit 10.9.b

TRUST AGREEMENT

Between

FMC TECHNOLOGIES, INC.

And

FIDELITY MANAGEMENT TRUST COMPANY

FMC TECHNOLOGIES, INC. NONQUALIFIED SAVINGS AND INVESTMENT PLAN TRUST

Dated as of September 28, 2001

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

Section                                                                                           Page
-------                                                                                           ----

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

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

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

i

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

Section                                                                                           Page
-------                                                                                           ----

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

5   Investment of Trust ......................................................................      7
(a) Selection of Investment

Options
(b) Available Investment Options
(c) Investment Directions
(d) Mutual Funds
(e) Stock
(f) Trustee Powers

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

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

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

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

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

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

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

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

ii

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

Section                                                                                            Page
-------                                                                                            ----

14   Insolvency of Sponsor ....................................................................      25

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

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

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

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

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

Schedules
---------

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

iii

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

WITNESSETH:

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

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

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

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

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

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

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

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

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

(a)    "Administrator" shall mean, with respect to the Plan, any person or
-------------
entity designated in accordance with Section 2(f) of this Agreement.

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

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

(d)    "Available Liquidity" shall mean the amount of short-term investments
-------------------
held in the FMC Stock Fund or the FMC Technologies Stock Fund decreased
by any outgoing cash for expenses then due, principal, and obligations
for pending stock purchases, and increased by incoming cash (such as
contributions, exchanges in) and to the extent credit is available and
allocable to the FMC Stock Fund or the FMC Technologies Stock Fund,
receivables for pending stock sales.

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

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

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

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

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

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

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

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

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

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

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

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

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

2

term liquid investments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3

Section 2. Trust.
-----

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

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

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

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

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

4

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

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

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

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

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

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

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

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

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

5

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

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

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

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

6

(c)  Limitations. The Trustee shall not be required to make any
-----------
disbursement in excess of the net realizable value of the assets of the Trust at
the time of the disbursement. If the assets are not sufficient to make such
distributions, the Sponsor shall be obligated to make the balance of each
payment when due. The Trustee shall not be required to make any disbursement in
cash unless the Administrator has provided a written direction as to the assets
to be converted to cash for the purpose of making the disbursement.

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

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

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

(b)  Available Investment Options. The Sponsor shall direct the Trustee
----------------------------
as to what investment options the Trust shall be invested in (i) during the
period beginning on the initial transfer of assets to the Trust and ending on
the completion of the Participant Recordkeeping Reconciliation Period, and (ii)
following the Participant Recordkeeping Reconciliation Period, subject to the
following limitations. The Sponsor may determine to offer as investment options
only: (1) FMC Stock, (2) FMC Technologies Stock and (3) Fidelity Mutual Funds
and Non-Fidelity Mutual Funds identified collectively as certain Mutual Funds as
listed on Schedule "A" attached hereto; provided, however, that the Trustee
shall not be considered a fiduciary with investment discretion. The Sponsor may
add or remove investment options with the consent of the Trustee and upon mutual
amendment of this Trust Agreement and the Schedules thereto to reflect such
additions.

Sponsor shall have the right at any time, and from time to time in
its sole discretion, to substitute assets of equal fair market value for any
asset held by the Trust. This right is exercisable by Sponsor in a non-fiduciary
capacity without the approval or consent of any person in a fiduciary capacity.

7

(c)  Investment Directions. In order to provide for an accumulation of
---------------------
assets comparable to the contractual liabilities accruing under the Plan, the
Sponsor may direct the Trustee in writing to invest the assets held in the Trust
to correspond to the hypothetical investments made for Participants under the
Plan. Such directions may be made by Plan Participants by use of a Participant
service representative, the VRS, the internet or such other electronic means as
may be agreed upon from time to time by the Sponsor and the Trustee, maintained
for such purposes by the Trustee or its agents, in accordance with Schedule "E."
In the event that the Trustee fails to receive a proper direction from the
Sponsor or from Participants, the assets in question shall be invested in
Fidelity Retirement Government Money Market Portfolio until the Trustee receives
a proper direction.

The Sponsor's designation of available investment options, the
maintenance of accounts for each Plan Participant and the crediting of
investments to such accounts, the giving of investment directions by
Participants, and the exercise by Participants of any other powers relating to
investments are solely for the purpose of providing a mechanism for measuring
the obligation of the Sponsor to any particular Participant under the applicable
Plan. No Participant or beneficiary will have any preferential claim to or
beneficial ownership interest in any asset or investment, and the rights of any
Participant and his or her beneficiaries under the applicable Plan and this
Agreement are solely those of an unsecured general creditor of the Sponsor with
respect to the benefits of the Participant under the Plan.

(d)  Mutual Funds. The Sponsor hereby acknowledges that it has received
------------
from the Trustee a copy of the prospectus for each Mutual Fund selected by the
Sponsor as a Plan investment option. Trust investments in Mutual Funds shall be
subject to the following limitations:

(i)  Execution of Purchases and Sales. Purchases and sales of Mutual
--------------------------------
Funds (other than for exchanges) shall be made on the date on which the Trustee
receives from the Sponsor in good order all information and documentation
necessary to accurately effect such purchases and sales (or in the case of a
purchase, the subsequent date on which the Trustee has received a wire transfer
of funds necessary to make such purchase). Transactions involving Non-Fidelity
Mutual Funds shall be executed in accordance with the operating procedures set
forth in Schedule "D" attached hereto. Exchanges of Fidelity Mutual Funds shall
be made on the same business day that the Trustee receives a proper direction if
received before market close (generally 4:00 p.m. eastern time); if the
direction is received after market close (generally 4:00 p.m. eastern time), the
exchange shall be made the following Business Day.

(ii) Voting. At the time of mailing of notice of each annual or
------
special stockholders' meeting of any Mutual Fund, the Trustee shall send a copy
of the notice and all proxy solicitation materials

8

to each Plan Participant who has hypothetical shares of the Mutual Fund credited
to the Participant's accounts, together with a voting direction form for return
to the Trustee or its designee. The Participant shall have the right to direct
the Trustee as to the manner in which the Trustee is to vote the hypothetical
shares credited to the Participant's accounts. The Trustee shall vote the shares
held in the Trust in the same manner as directed by the Participant under the
Plan. The Trustee shall not vote shares for which it has received no
corresponding directions from the Participant. During the Participant
Recordkeeping Reconciliation Period, the Sponsor shall have the right to direct
the Trustee as to the manner in which the Trustee is to vote the shares of the
Mutual Funds in the Trust. With respect to all rights other than the right to
vote, the Trustee shall follow the directions of the Sponsor. The Trustee shall
have no duty to solicit directions from the Sponsor.

(e)  Stock.
-----

(i) FMC Stock Fund. Trust investments in FMC Stock shall be made via
--------------
the FMC Stock Fund. Investments in the FMC Stock Fund shall consist primarily of
shares of FMC Stock. The FMC Stock Fund shall also include cash or short-term
liquid investments, in accordance with this paragraph, in amounts designed to
satisfy daily participant exchange or withdrawal requests. Such holdings will
include Colchester Street Trust: Money Market Portfolio: Class I, or such other
Mutual Fund as agreed to in writing by the Sponsor and Trustee. The Sponsor
shall, after consultation with the Trustee, establish and communicate to the
Trustee in writing a target percentage and drift allowance for such short-term
liquid investments. Subject to its ability to execute open-market trades in FMC
Stock or to otherwise trade with the Sponsor, the Trustee shall be responsible
for ensuring that the short-term investments held in the FMC Stock Fund falls
within the agreed-upon range over time. Each Participant's hypothetical,
proportional interest in the FMC Stock Fund shall be measured in units of
participation, rather than shares of FMC Stock. Such units shall represent a
hypothetical, proportionate interest in all of the assets of the FMC Stock Fund,
which includes shares of FMC Stock, short-term investments and at times,
receivables and payables (such as receivables and payables arising out of
unsettled stock trades). The Trustee shall determine a daily NAV for each unit
outstanding of the FMC Stock Fund. Valuation of the FMC Stock Fund shall be
based upon: (1) the Closing Price or, if not available, (2) the price determined
in good faith by the Trustee taking into account the latest available price of
FMC Stock, as reported on the NYSE or such other principal national securities
exchange on which FMC Stock is traded. The NAV shall be adjusted for gains or
losses realized on sales of FMC Stock, appreciation or depreciation in the value
of those shares owned, dividends paid on FMC Stock to the extent not used to
purchase additional units of the FMC Stock Fund for affected Participants, and
interest on the short-term investments held by the FMC Stock Fund, payables and
receivables for pending stock trades, receivables for dividends not yet
distributed, and payables for other expenses of the FMC Stock Fund, including
principal obligations, if any, and expenses that, pursuant to

9

Sponsor direction, the Trustee accrues or pays from the FMC Stock Fund.

(A)  Acquisition Limit. Pursuant to the Plan, the Trust may be
-----------------
invested in FMC Stock to the extent necessary to comply with investment
directions in accordance with this Agreement. The Sponsor shall be responsible
for providing specific direction on any acquisition limits required by the Plan
or applicable law. Notwithstanding anything herein to the contrary, effective as
of the Spin-Off Date, contributions and exchanges into the FMC Stock Fund are
prohibited.

(B)  Fiduciary Duty. The Sponsor shall continually monitor the
--------------
suitability of acquiring and holding FMC Stock. The Trustee shall not be liable
for any loss or expense which arises from the directions of the Sponsor with
respect to the acquisition and holding of FMC Stock, unless it is clear on their
face that the actions to be taken under those directions would be prohibited by
the foregoing fiduciary duty rules or would be contrary to the terms of this
Agreement.

(C)  Purchases and Sales of FMC Stock. Unless otherwise directed
-------------------------------
by the Sponsor in writing pursuant to directions that the Trustee can
administratively implement, the following provisions shall govern purchases and
sales of FMC Stock.

(I)  Open Market Purchases and Sales. Purchases and sales of
-------------------------------
FMC Stock shall be made on the open market in accordance with the Trustee's
standard trading guidelines, as they may be amended by the Trustee from time to
time, as necessary to honor exchange and withdrawal activity and to maintain the
target cash percentage and drift allowance for the FMC Stock Fund, provided
that:

(1) If the Trustee is unable to purchase or sell the
total number of shares required to be purchased or sold on such day as a result
of market conditions; or

(2) If the Trustee is prohibited by the Securities and
Exchange Commission, the NYSE or principal exchange on which FMC Stock is
traded, or any other regulatory body from purchasing or selling any or all of
the shares required to be purchased or sold on such day, then the Trustee shall
purchase or sell such shares as soon thereafter as administratively feasible.

(II) Purchases and Sales from or to Sponsor. If directed by
--------------------------------------
the Sponsor in writing prior to the trading date, the Trustee may purchase or
sell FMC Stock from or to the Sponsor if the purchase or sale is for adequate
consideration and no commission is charged. If Sponsor contributions (employer)
or contributions made by the Sponsor on behalf of the Participants (employee)
under the Plan are to be invested in FMC Stock, the Sponsor may transfer FMC
Stock in lieu of cash to the

10

Trust.

(III) Use of an Affiliated Broker. The Sponsor hereby
---------------------------
directs the Trustee to use NFSLLC to provide brokerage services in connection
with any purchase or sale of FMC Stock on the open market, except in
circumstances where the Trustee has determined, in accordance with its standard
trading guidelines or pursuant to Sponsor direction, to seek expedited
settlement of the trades. NFSLLC shall execute such directions directly or
through any of its affiliates. The provision of brokerage services shall be
subject to the following:

(1) As consideration for such brokerage services,
the Sponsor agrees that NFSLLC shall be entitled to remuneration under this
direction provision in an amount of no more than three and one-fifth cents
($.032) commission on each share of FMC Stock. Any change in such remuneration
may be made only by a signed agreement between the Sponsor and Trustee.

(2) The Trustee will provide the Sponsor with
periodic reports which summarize all securities transaction-related charges
incurred with respect to trades of FMC Stock for such Plan.

(3) Any successor organization of NFSLLC, through
reorganization, consolidation, merger or similar transactions, shall, upon
consummation of such transaction, become the successor broker in accordance with
the terms of this direction provision.

(4) The Trustee and NFSLLC shall continue to rely
on this direction provision until notified to the contrary. The Sponsor reserves
the right to terminate this direction upon written notice to NFSLLC (or its
successor) and the Trustee, in accordance with Section 9 of this Agreement.

(D)  Execution of Purchases and Sales of Units. Unless
-----------------------------------------
otherwise directed in writing pursuant to directions that the Trustee can
administratively implement, purchases and sales of units shall be made as
follows:

(I) Subject to subparagraphs (II) and (III) below,
purchases and sales of units in the FMC Stock Fund (other than for exchanges)
shall be made on the date on which the Trustee receives from the Administrator
in good order all information, documentation, and wire transfers of

11

funds (if applicable), necessary to accurately effect such transactions.
Exchanges of units in the FMC Stock Fund shall be made in accordance with the
Exchange Guidelines attached hereto as Schedule "E."

(II)  Aggregate sales of units in the FMC Stock Fund on
any day shall be limited to the FMC Stock Fund's Available Liquidity for that
day. In the event that the requested sales exceed the Available Liquidity, then
transactions shall be processed giving precedence to distributions, and
withdrawals, and otherwise on a FIFO basis, as provided in the Specified
Hierarchy. So long as the FMC Stock Fund is open for such transactions, sales of
units that are requested but not processed on a given day due to insufficient
Available Liquidity shall be suspended until Available Liquidity is sufficient
to honor such transactions in accordance with the Specified Hierarchy.

(III) The Trustee shall close the FMC Stock Fund to
sales or purchases of units, as applicable, on any date on which trading in the
FMC Stock has been suspended or substantial purchase or sale orders are
outstanding and cannot be executed.

(E)  Securities Law Reports. The Trustee shall not be
----------------------
responsible for filing any reports required under Federal or state securities
laws with respect to the Trust's ownership of FMC Stock, including, without
limitation, any reports required under section 13 or 16 of the Securities
Exchange Act of 1934. The Sponsor shall be responsible for immediately notifying
the Trustee in writing of any requirement known to the Sponsor to stop purchases
or sales of FMC Stock. The Trustee shall provide to the issuer of FMC Stock such
information on the Trust's ownership of FMC Stock as the issuer of FMC Stock may
reasonably request in order to comply with Federal or state securities laws.

(F)  Voting and Tender Offers. Notwithstanding any other
------------------------
provision of this Agreement the provisions of this Section shall govern the
voting and tendering of FMC Stock. The Sponsor shall pay for all printing,
mailing, tabulation and other costs associated with the voting and tendering of
FMC Stock to the extent that such costs are not paid for by the issuer of FMC
Stock.

(I) Voting. Prior to the Spin-Off date, for all shares
------
of FMC Stock, both those that are hypothetically allocated to Participants in
the form of units and those that are unallocated, the Trustee shall vote as
directed by the Sponsor, except as otherwise required by law. Directions from
the Sponsor to the Trustee concerning the voting of FMC Stock shall be
communicated in writing, or by such other means as agreed upon by the Trustee
and the Sponsor.

Effective as of the Spin-Off Date, the Trustee shall furnish to the
transfer agent of the issuer of FMC Stock the names, addresses and social
security numbers of each Participant with a hypothetical

12

interest in the FMC Stock Fund, and the percentages of shares hypothetically
owned by each Participant as of the record date through reports and/or data
tape. The issuer of FMC Stock shall be responsible for distributing proxy
materials and voting instruction forms to Participants holding an interest in
the FMC Stock Fund. In the event that the issuer of FMC Stock does not
distribute said proxy materials and voting instruction forms to Participants
holding a hypothetical interest in FMC Stock, the Sponsor shall: (1) utilize its
best efforts to timely distribute or cause to be distributed to Participants
said information; and (2) upon request, provide the Trustee with a copy of any
material provided to the Participants and certify to the Trustee that the
materials have been mailed or otherwise sent to Participants.

Effective as of the Spin-Off, each Participant with a hypothetical
interest in the FMC Stock Fund (i.e. shares which are allocated to Participant's
hypothetical accounts) shall have the right to direct the Trustee as to the
manner in which the Trustee is to vote (including not to vote) that number of
shares of FMC Stock reflecting such Participant's hypothetical, proportional
interest in the FMC Stock Fund (both vested and unvested). Directions from a
Participant to the Trustee concerning the voting of Sponsor Stock shall be
communicated in writing, or by such other means as is agreed upon by the Trustee
and the Sponsor. These directions shall be held in confidence by the Trustee and
shall not be divulged to the Sponsor, or any officer or employee thereof, or any
other person except to the extent that the consequences of such directions are
reflected in reports regularly communicated to any such persons in the ordinary
course of the performance of the Trustee's services hereunder. Upon its receipt
of the directions, the Trustee shall vote the shares of FMC Stock reflecting the
Participant's hypothetical, proportional interest in the FMC Stock Fund as
directed by the Participant. After the Spin-Off Date, except as otherwise
required by law, the Trustee shall vote shares of FMC Stock reflecting a
Participant's hypothetical, proportional interest in the FMC Stock Fund for
which it has received no direction from the Participant, as well as shares that
are unallocated, in the same manner and in the same proportion as the total
numbers of shares of FMC Stock credited to the Participants' accounts for which
it has received direction from Participants.

(II) Tender Offers.
-------------

(1) Prior to the Spin-Off Date, for all shares of
FMC Stock, both those that are hypothetically allocated to Participants in the
form of units and those that are unallocated, the Trustee shall tender or not
tender as directed by the Sponsor. Directions from the Sponsor to the Trustee
concerning the tender of FMC Stock shall be communicated in writing, or by such
other means as agreed upon by the Trustee and the Sponsor through the Sponsor's
transfer agent.

(2) Effective as of the Spin-Off Date, each
Participant with a hypothetical, interest in the FMC Stock Fund shall have the
right to direct the Trustee to tender or not

13

to tender some or all of the shares of FMC Stock reflecting such Participant's
hypothetical, proportional interest in the FMC Stock Fund (both vested and
unvested). Directions from a Participant to the Trustee concerning the tender of
FMC Stock shall be communicated in writing, or by such other means as is agreed
upon by the Trustee and the Sponsor. These directions shall be held in
confidence by the Trustee and shall not be divulged to the Sponsor, or any
officer or employee thereof, or any other person except to the extent that the
consequences of such directions are reflected in reports regularly communicated
to any such persons in the ordinary course of the performance of the Trustee's
services hereunder. The Trustee shall tender or not tender shares of FMC Stock
as directed by the Participant. After the Spin-Off Date, except as otherwise
required by law, the Trustee shall not tender shares of FMC Stock reflecting a
Participant's hypothetical, proportional interest in the FMC Stock Fund for
which it has received no direction from the Participant.

(3) Effective as of the Spin-Off Date, except as
otherwise required by law, the Trustee shall tender that number of shares of FMC
Stock not credited to Participants' accounts in the same proportion as the total
number of shares of FMC Stock credited to Participants' accounts for which it
has received instructions from Participants.

(4) Both prior to and effective as of the Spin-Off
Date, a direction by a Participant to the Trustee to tender shares of Sponsor
Stock reflecting the Participant's hypothetical, proportional interest in the
FMC Stock Fund shall not be considered a written election under the Plan by the
Participant to withdraw, or have distributed, any or all of his withdrawable
shares. The Trustee shall credit to each hypothetical, proportional interest of
the Participant from which the tendered shares were taken the proceeds received
by the Trustee in exchange for the shares of FMC Stock tendered from that
interest. Pending receipt of directions (through the Administrator) from the
Participant or the Sponsor, as provided in the Plan, as to which of the
remaining investment options the proceeds should be invested in, the Trustee
shall invest the proceeds in the Fidelity Retirement Government Money Market
Portfolio.

(5) Effective as of the Spin-Off Date, a
Participant who has directed the Trustee to tender some or all of the shares of
FMC Stock reflecting the Participant's proportional interest in the FMC Stock
Fund may, at any time prior to the tender offer withdrawal date, direct the
Trustee to withdraw some or all of the tendered shares reflecting the
Participant's proportional interest, and the Trustee shall withdraw the directed
number of shares from the tender offer prior to the tender offer withdrawal
deadline. Prior to the withdrawal deadline, if any shares of FMC Stock not
credited to Participants' accounts have been tendered, the Trustee shall
redetermine the number of shares of FMC Stock that would be tendered under
Section 5(e)(i)(F)(II) if the date of the foregoing withdrawal were the

14

date of determination, and withdraw from the tender offer the number of shares
of FMC Stock not credited to Participants' accounts necessary to reduce the
amount of tendered FMC Stock not credited to Participants' accounts to the
amount so redetermined. A Participant shall not be limited as to the number of
directions to tender or withdraw that the Participant may give to the Trustee.

(G) General. With respect to all shareholder rights other than the
-------
right to vote, the right to tender, and the right to withdraw shares previously
tendered, in the case of FMC Stock, the Trustee shall follow the procedures set
forth in section 5(e)(i)(F)(I), above.

(H) Conversion. All provisions in this Section 5(e)(i) shall also
----------
apply to any securities received as a result of a conversion of FMC Stock.

(I) Notice. As soon as practicable following the Spin-Off Date, the
------
Sponsor shall provide written notice to the Trustee regarding the date on which
FMC Corporation distributed its interest in the Sponsor. Said written notice
shall: (1) include all information deemed reasonably necessary by the Trustee
and the Sponsor to carry out the terms of this Agreement and (2) be sent by
certified or registered mail, return receipt requested, to the Trustee c/o
Dennis Maguire, Fidelity Investments, 300 Puritan Way, MM3H, Marlborough, MA
01752-3078.

(ii) FMC Technologies Stock Fund. Trust investments in FMC Technologies
---------------------------
Stock shall be made via the FMC Technologies Stock Fund. Investments in the FMC
Technologies Stock Fund shall consist primarily of shares of FMC Technologies
Stock. The FMC Technologies Stock Fund shall also include cash or short-term
liquid investments, in accordance with this paragraph, in amounts designed to
satisfy daily participant exchange or withdrawal requests. Such holdings will
include Colchester Street Trust: Money Market Portfolio: Class I, or such other
Mutual Fund as agreed to in writing by the Sponsor and Trustee. The Sponsor
shall, after consultation with the Trustee, establish and communicate to the
Trustee in writing a target percentage and drift allowance for such short-term
liquid investments. Subject to its ability to execute open-market trades in FMC
Technologies Stock or to otherwise trade with the Sponsor, the Trustee shall be
responsible for ensuring that the short-term investments held in the FMC
Technologies Stock Fund falls within the agreed-upon range over time. Each
Participant's hypothetical, proportional interest in the FMC Technologies Stock
Fund shall be measured in units of participation, rather than shares of FMC
Technologies Stock. Such units shall represent a hypothetical, proportionate
interest in all of the assets of the FMC Technologies Stock Fund, which includes
shares of FMC Technologies Stock, short-term investments and at times,
receivables and payables (such as receivables and payables arising out of
unsettled stock trades). The Trustee shall determine a daily NAV for each unit
outstanding of the FMC Technologies Stock Fund. Valuation of the FMC
Technologies Stock Fund shall be based upon: (1) the

15

Closing Price or, if not available, (2) the price determined in good faith by
the Trustee taking into account the latest available price of FMC Technologies
Stock, as reported on the NYSE or such other principal national securities
exchange on which FMC Technologies Stock is traded. The NAV shall be adjusted
for gains or losses realized on sales of FMC Technologies Stock, appreciation or
depreciation in the value of those shares owned, dividends paid on FMC
Technologies Stock to the extent not used to purchase additional units of the
FMC Technologies Stock Fund for affected Participants, and interest on the
short-term investments held by the FMC Technologies Stock Fund, payables and
receivables for pending stock trades, receivables for dividends not yet
distributed, and payables for other expenses of the FMC Technologies Stock Fund,
including principal obligations, if any, and expenses that, pursuant to Sponsor
direction, the Trustee accrues or pays from the FMC Technologies Stock Fund.

(A) Acquisition Limit. Pursuant to the Plan, the Trust may be invested
-----------------
in FMC Technologies Stock to the extent necessary to comply with investment
directions in accordance with this Agreement. The Sponsor shall be responsible
for providing specific direction on any acquisition limits required by the Plan
or applicable law.

(B) Fiduciary Duty. The Sponsor shall continually monitor the
--------------
suitability of acquiring and holding FMC Technologies Stock. The Trustee shall
not be liable for any loss or expense which arises from the directions of the
Sponsor with respect to the acquisition and holding of FMC Technologies Stock,
unless it is clear on their face that the actions to be taken under those
directions would be prohibited by the foregoing fiduciary duty rules or would be
contrary to the terms of this Agreement.

(C) Purchases and Sales of FMC Technologies Stock. Unless otherwise
---------------------------------------------
directed by the Sponsor in writing pursuant to directions that the Trustee can
administratively implement, the following provisions shall govern purchases and
sales of FMC Technologies Stock.

(I) Open Market Purchases and Sales. Purchases and sales of FMC
-------------------------------
Technologies Stock shall be made on the open market in accordance with the
Trustee's standard trading guidelines, as they may be amended by the Trustee
from time to time, as necessary to honor exchange and withdrawal activity and to
maintain the target cash percentage and drift allowance for the FMC Technologies
Stock Fund, provided that:

(1) If the Trustee is unable to purchase or sell the total
number of shares required to be purchased or sold on such day as a result of
market conditions; or

(2) If the Trustee is prohibited by the Securities and

16

Exchange Commission, the NYSE or principal exchange on which FMC Technologies
Stock is traded, or any other regulatory body from purchasing or selling any or
all of the shares required to be purchased or sold on such day, then the Trustee
shall purchase or sell such shares as soon thereafter as administratively
feasible.

(II) Purchases and Sales from or to Sponsor. If directed by the
--------------------------------------
Sponsor in writing prior to the trading date, the Trustee may purchase or sell
FMC Technologies Stock from or to the Sponsor if the purchase or sale is for
adequate consideration and no commission is charged. If Sponsor contributions
(employer) or contributions made by the Sponsor on behalf of the Participants
(employee) under the Plan are to be invested in FMC Technologies Stock, the
Sponsor may transfer FMC Technologies Stock in lieu of cash to the Trust.

(III) Use of an Affiliated Broker. The Sponsor hereby directs the
---------------------------
Trustee to use NFSLLC to provide brokerage services in connection with any
purchase or sale of FMC Technologies Stock on the open market, except in
circumstances where the Trustee has determined, in accordance with its standard
trading guidelines or pursuant to Sponsor direction, to seek expedited
settlement of the trades. NFSLLC shall execute such directions directly or
through any of its affiliates. The provision of brokerage services shall be
subject to the following:

(1) As consideration for such brokerage services, the
Sponsor agrees that NFSLLC shall be entitled to remuneration under this
direction provision in an amount of no more than three and one-fifth cents
($.032) commission on each share of FMC Technologies Stock. Any change in such
remuneration may be made only by a signed agreement between the Sponsor and
Trustee.

(2) The Trustee will provide the Sponsor with periodic
reports which summarize all securities transaction-related charges incurred with
respect to trades of FMC Technologies Stock for such Plan.

(3) Any successor organization of NFSLLC, through
reorganization, consolidation, merger or similar transactions, shall, upon
consummation of such transaction, become the successor broker in accordance with
the terms of this direction provision.

(4) The Trustee and NFSLLC shall continue to rely on this
direction provision until notified to the contrary. The Sponsor reserves the
right to terminate this direction upon written notice to NFSLLC (or its
successor) and the Trustee, in accordance with Section 9 of

17

this Agreement.

(D) Execution of Purchases and Sales of Units. Unless otherwise
-----------------------------------------
directed in writing pursuant to directions that the Trustee can administratively
implement, purchases and sales of units shall be made as follows:

(I)   Subject to subparagraphs (II) and (III) below, purchases and
sales of units in the FMC Technologies Stock Fund (other than for exchanges)
shall be made on the date on which the Trustee receives from the Administrator
in good order all information, documentation, and wire transfers of funds (if
applicable), necessary to accurately effect such transactions. Exchanges of
units in the FMC Technologies Stock Fund shall be made in accordance with the
Exchange Guidelines attached hereto as Schedule "E".

(II)  Aggregate sales of units in the FMC Technologies Stock Fund
on any day shall be limited to the FMC Technologies Stock Fund's Available
Liquidity for that day. In the event that the requested sales exceed the
Available Liquidity, then transactions shall be processed giving precedence to
distributions and withdrawals, and otherwise on a FIFO basis, as provided in the
Specified Hierarchy. So long as the FMC Technologies Stock Fund is open for such
transactions, sales of units that are requested but not processed on a given day
due to insufficient Available Liquidity shall be suspended until Available
Liquidity is sufficient to honor such transactions in accordance with the
Specified Hierarchy.

(III) The Trustee shall close the FMC Technologies Stock Fund to
sales or purchases of units, as applicable, on any date on which trading in the
FMC Technologies Stock has been suspended or substantial purchase or sale orders
are outstanding and cannot be executed.

(E) Securities Law Reports. The Trustee shall not be responsible for
----------------------
filing any reports required under Federal or state securities laws with respect
to the Trust's ownership of FMC Technologies Stock, including, without
limitation, any reports required under section 13 or 16 of the Securities
Exchange Act of 1934. The Sponsor shall be responsible for immediately notifying
the Trustee in writing of any requirement to stop purchases or sales of FMC
Technologies Stock. The Trustee shall provide to the Sponsor such information on
the Trust's ownership of FMC Technologies Stock as the Sponsor may reasonably
request in order to comply with Federal or state securities laws.

(F) Voting and Tender Offers. Notwithstanding any other provision of
------------------------
this Agreement the provisions of this Section shall govern the voting and
tendering of FMC Technologies Stock.

18

The Sponsor shall pay for all printing, mailing, tabulation and other costs
associated with the voting and tendering of FMC Technologies Stock.

(I)  Voting. For all shares of FMC Technologies Stock, both those
------
that are hypothetically allocated to Participants in the form of units, and
those that are unallocated, the Trustee shall vote as directed by the Sponsor,
except as otherwise required by law. Directions from the Sponsor to the Trustee
concerning the voting of FMC Technologies Stock shall be communicated in
writing, or by such other means as agreed upon by the Trustee and the Sponsor
through the Sponsor's transfer agent.

(II) Tender Offers.
-------------

(1) For all shares of FMC Technologies Stock, both those
that are hypothetically allocated to Participants in the form of units, and
those that are unallocated, the Trustee shall tender or not tender as directed
by the Sponsor. Directions from the Sponsor to the Trustee concerning the tender
of FMC Technologies Stock shall be communicated in writing, or by such other
means as agreed upon by the Trustee and the Sponsor through the Sponsor's
transfer agent.

(2) A direction by the Sponsor to the Trustee to tender
shares of FMC Technologies Stock reflecting the Participant's hypothetical,
proportional interest in the FMC Technologies Stock Fund shall not be considered
a written election under the Plan by the Participant to withdraw, or have
distributed, any or all of his withdrawable shares. The Trustee shall credit to
each hypothetical, proportional interest of the Participant from which the
tendered shares were taken the proceeds received by the Trustee in exchange for
the shares of FMC Technologies Stock tendered from that interest. Pending
receipt of directions (through the Sponsor) from the Participant or the Sponsor,
as provided in the Plan, as to which of the remaining investment options the
proceeds should be invested in, the Trustee shall invest the proceeds in the
Fidelity Retirement Government Money Market Portfolio.

(G) General. With respect to all shareholder rights other than the
-------
right to vote, the right to tender, and the right to withdraw shares previously
tendered, in the case of FMC Technologies Stock, the Trustee shall follow the
procedures set forth in subsection F(I) above.

(H) Conversion. All provisions in this Section 5(e)(ii) shall also
----------
apply to any securities received as a result of a conversion of FMC Technologies
Stock.

19

(f) Trustee Powers. The Trustee shall have the following powers and
--------------
authority:

(i)    Subject to Subsection (a) of this Section 5, to sell, exchange,
convey, transfer, or otherwise dispose of any property held in the Trust, by
private contract or at public auction. No person dealing with the Trustee shall
be bound to see to the application of the purchase money or other property
delivered to the Trustee or to inquire into the validity, expediency, or
propriety of any such sale or other disposition.

(ii)   To cause any securities or other property held as part of the
Trust to be registered in the Trustee's own name, in the name of one or more of
its nominees, or in the Trustee's account with the Depository Trust Company of
New York and to hold any investments in bearer form, but the books and records
of the Trustee shall at all times show that all such investments are part of the
Trust.

(iii)  To keep that portion of the Trust in cash or cash balances as
the Sponsor or Administrator may, from time to time, deem to be in the best
interest of the Trust.

(iv)   To make, execute, acknowledge, and deliver any and all documents
of transfer or conveyance and to carry out the powers herein granted.

(v)    With the written consent of the Sponsor, which consent shall not
be unreasonably withheld, to: (1) settle, compromise, or submit to arbitration
any claims, debts or damages due to or arising from the Trust; (2) commence or
defend suits or legal or administrative proceedings; (3) represent the Trust in
all suits and legal and administrative hearings; (4) and pay all reasonable
expenses arising from any such action from the Trust, if not paid by the
Sponsor.

(vi)   With the written consent of the Sponsor, which consent shall not
be unreasonably withheld, to: (1) employ legal, accounting, clerical, and other
assistance as may be reasonably required in carrying out the provisions of this
Agreement: and (2) pay their reasonable expenses and compensation from the
Trust, if not paid by the Sponsor.

(vii)  To do all other acts although not specifically mentioned herein,
as the Trustee may deem reasonably necessary to carry out any of the foregoing
powers and the purposes of the Trust.

(viii) To borrow funds from a bank not affiliated with the Trustee in
order to provide sufficient liquidity to process Plan transactions in a timely
fashion, provided that the cost of borrowing shall be allocated in a reasonable
fashion to the investment fund(s) in need of liquidity.

20

Notwithstanding any powers granted to Trustee pursuant to this
Agreement or to applicable law, Trustee shall not have any power that could give
this Trust the objective of carrying on a business and dividing the gains
therefrom, within the meaning of Section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Code.

Section 6. Recordkeeping and Administrative Services to Be Performed.
---------------------------------------------------------

(a) General. The Trustee shall perform those recordkeeping and
-------
administrative functions described in Schedule "A" attached hereto. These
recordkeeping and administrative functions shall be performed within the
framework of the Administrator's written directions regarding the Plan's
provisions, guidelines and interpretations.

(b) Accounts. The Trustee shall keep accurate accounts of all
--------
investments, receipts, disbursements, and other transactions hereunder, and
shall report the value of the assets held in the Trust as of the last day of
each fiscal quarter of the Plan and, if not on the last day of a fiscal quarter,
the date on which the Trustee resigns or is removed as provided in Section 9 of
this Agreement or is terminated as provided in Section 11. Within thirty (30)
days following each Reporting Date or within sixty (60) days in the case of a
Reporting Date caused by the resignation or removal of the Trustee, or the
termination of this Agreement, the Trustee shall file with the Administrator a
written account setting forth all investments, receipts, disbursements, and
other transactions effected by the Trustee between the Reporting Date and the
prior Reporting Date, and setting forth the value of the Trust as of the
Reporting Date. Except as otherwise required under applicable law, upon the
expiration of one (1) year from the date of filing such account with the
Administrator, the Trustee shall have no liability or further accountability to
anyone with respect to the propriety of its acts or transactions shown in such
account, except with respect to such acts or transactions as to which the
Sponsor shall within such one (1) year period file with the Trustee written
objections. During said one (1) year period, errors caused by the Trustee, its
agents or affiliates will be corrected by the Trustee at the Trustee's expense.
After said one (1) year period, errors will be corrected by the Trustee at the
Sponsor's expense.

(c) Inspection and Audit. Prior to the termination of this Agreement, all
--------------------
records generated by the Trustee in accordance with paragraphs (a) and (b) shall
be open to inspection and audit, during the Trustee's regular business hours, by
the Administrator or any person designated by the Administrator. Upon the
resignation or removal of the Trustee or the termination of this Agreement, the
Trustee shall provide to the Administrator, at no expense to the Sponsor, in the
format regularly provided to the Administrator which shall be machine readable,
a statement of each Participant's accounts as of the resignation, removal,

21

or termination, and the Trustee shall provide to the Administrator or the Plan's
new recordkeeper such further records as are reasonable, at the Sponsor's
expense.

(d)  Effect of Plan Amendment. The Trustee's provision of the recordkeeping
------------------------
and administrative services set forth in this Section 6 shall be conditioned on
the Sponsor delivering to the Trustee a copy of any amendment to the Plan as
soon as administratively feasible following the amendment's adoption, and on the
Administrator providing the Trustee on a timely basis with all the information
the Administrator deems necessary for the Trustee to perform the recordkeeping
and administrative services and such other information as the Trustee may
reasonably request.

(e)  Returns, Reports and Information. The Administrator shall be
--------------------------------
responsible for the preparation and filing of all returns, reports, and
information required of the Trust or Plan by law. The Trustee shall provide the
Administrator with such information in the Trustee's regular format, which shall
be machine readable, as the Administrator may reasonably request to make these
filings at no additional cost to the Sponsor or the Trust. The Administrator
shall also be responsible for making any disclosures to Participants required by
law.

Section 7.  Compensation and Expenses. Sponsor shall pay to Trustee, within
-------------------------
thirty (30) days of receipt of the Trustee's bill, the fees for services in
accordance with Schedule "B". All fees for services are specifically outlined in
Schedule "B" and are based on any assumptions identified therein. To reflect
increased operating costs, but not prior to September 28, 2002, Trustee may once
each calendar year amend Schedule B without the Sponsor's consent upon ninety
(90) days prior notice to the Sponsor.

All reasonable expenses of plan administration as shown on Schedule "B"
attached hereto, as amended from time to time, shall be a charge against and
paid from the appropriate plan Participants' accounts, except to the extent such
amounts are paid by the Plan Sponsor in a timely manner.

All expenses of the Trustee relating directly to the acquisition and
disposition of investments constituting part of the Trust, and all taxes of any
kind whatsoever that may be levied or assessed under existing or future laws
upon or in respect of the Trust or the income thereof, shall be a charge against
and paid from the appropriate Participants' accounts.

22

Section 8.  Directions and Indemnification.
------------------------------

(a)  Identity of Administrator. The Trustee shall be fully protected in
-------------------------
relying on the fact that the Administrator under the Plan is the individual or
persons named as such above or such other individuals or persons as the Sponsor
may notify the Trustee in writing.

(b)  Directions from Administrator. Whenever the Administrator provides a
-----------------------------
direction to the Trustee, the Trustee shall not be liable for any loss, or by
reason of any breach, arising from the direction if the direction is contained
in a writing (or is oral and immediately confirmed in a writing) signed by any
individual whose name and signature have been submitted (and not withdrawn) in
writing to the Trustee by the Administrator in the form attached hereto as
Schedule "C", provided the Trustee reasonably believes the signature of the
individual to be genuine. Such direction may be made via electronic data
transfer ("EDT") in accordance with procedures agreed to by the Administrator
and the Trustee; provided, however, that the Trustee shall be fully protected in
relying on such direction as if it were a direction made in writing by the
Administrator. The Trustee shall have no responsibility to ascertain any
direction's (i) accuracy, (ii) compliance with the terms of the Plan or any
applicable law, or (iii) effect for tax purposes or otherwise.

(c)  Directions from Participants. The Trustee shall not be liable for any
----------------------------
loss which arises from any Participant's exercise or non-exercise of rights
under Section 5 over the assets in the Participant's accounts.

(d)  Indemnification. The Sponsor shall indemnify the Trustee against, and
---------------
hold the Trustee harmless from, any and all loss, damage, penalty, liability,
cost, and expense, including without limitation, reasonable attorneys' fees and
disbursements ("Losses"), that may be incurred by, imposed upon, or asserted
against the Trustee by reason of any claim asserted by any person by reason of
the Trustee's service under the Trust whereby the Trustee has acted in good
faith reliance on the direction of the Administrator or information provided by
the Administrator or Sponsor, excepting any and all Losses arising from the
Trustee's negligence, bad faith, or breach of this Agreement.

The Trustee shall indemnify the Sponsor against, and hold the Sponsor
harmless from, any and all Losses that may be incurred by, imposed upon, or
asserted against the Sponsor by reason of any claim, regulatory proceeding, or
litigation arising from Trustee's, its agents', affiliates' or their successors'
negligence, bad faith or breach of this Agreement.

The Trustee shall indemnify the Sponsor against and hold the Sponsor
harmless from any and all such Losses, that may be incurred by, imposed upon, or
asserted against the Sponsor solely as a result of: (i)

23

any defects in the investment methodology embodied in the target asset
allocation or model portfolio provided through Fidelity PortfolioPlanner, except
to the extent that any such Loss arises from information provided by the
Participant, the Sponsor or third parties; or (ii) any prohibited transactions
resulting from the provision by of Fidelity PortfolioPlanner.

(e)  Survival. The provisions of this Section 8 shall survive the
--------
termination of this Agreement.

Section 9.   Resignation or Removal of Trustee.
---------------------------------

(a)  Resignation. The Trustee may resign at any time upon sixty (60) days'
-----------
notice in writing to the Sponsor, unless a shorter period of notice is agreed
upon by the Sponsor.

(b)  Removal. The Administrator may remove the Trustee at any time upon
-------
thirty (30) days' notice in writing to the Trustee, unless a shorter period of
notice is agreed upon by the Trustee. Upon the occurrence of a Potential Change
in Control or a Change in Control, the Sponsor may not remove the Trustee unless
the Administrator appoints a nationally recognized successor corporate trustee
to serve under this Agreement until all benefits payable hereunder are
distributed to the Participants and/or their beneficiaries.

Section 10.  Successor Trustee.
-----------------

(a)  Appointment. If the office of Trustee becomes vacant for any reason,
-----------
the Sponsor may in writing appoint a successor trustee under this Agreement. The
successor trustee shall have all of the rights, powers, privileges, obligations,
duties, liabilities, and immunities granted to the Trustee under this Agreement.
The successor trustee and predecessor trustee shall not be liable for the acts
or omissions of the other with respect to the Trust.

(b)  Acceptance. When the successor trustee accepts its appointment under
----------
this Agreement, title to and possession of the Trust assets shall immediately
vest in the successor trustee without any further action on the part of the
predecessor trustee. The predecessor trustee shall execute all instruments and
do all acts that reasonably may be necessary or reasonably may be requested in
writing by the Sponsor or the successor trustee to vest title to all Trust
assets in the successor trustee or to deliver all Trust assets to the successor
trustee.

24

(c)  Corporate Action. Any successor of the Trustee or successor trustee,
----------------
through sale or transfer of the business or trust department of the Trustee or
successor trustee, or through reorganization, consolidation, or merger, or any
similar transaction, shall, upon consummation of the transaction, become the
successor trustee under this Agreement.

Section 11.  Termination. This Agreement may be terminated at any time by the
-----------
Sponsor upon sixty (60) days' notice in writing to the Trustee. On the date of
the termination of this Agreement, the Trustee shall forthwith transfer and
deliver to such individual or entity as the Sponsor shall designate, all cash
and assets then constituting the Trust. If, by the termination date, the Sponsor
has not notified the Trustee in writing as to whom the assets and cash are to be
transferred and delivered, the Trustee may bring an appropriate action or
proceeding for leave to deposit the assets and cash in a court of competent
jurisdiction. The Trustee shall be reimbursed by the Sponsor for all costs and
expenses of the action or proceeding including, without limitation, reasonable
attorneys' fees and disbursements.

Section 12.  Resignation, Removal, and Termination Notices. All notices of
---------------------------------------------
resignation, removal, or termination under this Agreement must be in writing and
mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Sponsor c/o Vice President and
General Counsel, FMC Technologies, Inc., 200 East Randolph Drive, Chicago,
Illinois 60601, and to the Trustee c/o John M. Kimpel, Fidelity Investments, 82
Devonshire Street, F7A, Boston, Massachusetts 02109, or to such other addresses
as the parties have notified each other of in the foregoing manner.

Section 13.  Duration.  This Trust shall continue in effect without limit as to
--------
time, subject, however, to the provisions of this Agreement relating to
amendment, modification, and termination thereof.

Section 14.  Insolvency of Sponsor.
---------------------

(a)  Trustee shall cease disbursement of funds for payment of benefits to
Participants and their beneficiaries if the Sponsor is Insolvent. Sponsor shall
be considered "Insolvent" for purposes of this Trust Agreement if (i) Sponsor is
unable to pay its debts as they become due, or (ii) Sponsor is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code.

(b)  All times during the continuance of this Trust, the principal and
income of the Trust shall be subject to claims of general creditors of the
Sponsor under federal and state law as set forth below.

(i)  The Board of Directors and the Chief Executive Officer of the
Sponsor shall have the duty to inform Trustee in writing of Sponsor's
Insolvency. If a person claiming to be a creditor of

25

the Sponsor alleges in writing to Trustee that Sponsor has become Insolvent,
Trustee shall determine whether Sponsor is Insolvent and, pending such
determination, Trustee shall discontinue disbursements for payment of benefits
to Plan Participants or their beneficiaries.

(ii)  Unless Trustee has actual knowledge of Sponsor's Insolvency, or
has received notice from Sponsor or a person claiming to be a creditor alleging
that Sponsor is Insolvent, Trustee shall have no duty to inquire whether Sponsor
is Insolvent. Trustee may in all events rely on such evidence concerning
Sponsor's solvency as may be furnished to Trustee and that provides Trustee with
a reasonable basis for making a determination concerning Sponsor's solvency.

(iii) If at any time Trustee has determined that Sponsor is Insolvent,
Trustee shall discontinue disbursements for payments to Participants or their
beneficiaries and shall hold the assets of the Trust for the benefit of
Sponsor's general creditors. Nothing in this Trust Agreement shall in any way
diminish any rights of Participants or their beneficiaries to pursue their
rights as general creditors of Sponsor with respect to benefits due under the
Plan or otherwise.

(iv)  Trustee shall resume disbursement for the payment of benefits to
Participants or their beneficiaries in accordance with Section 4 of this Trust
Agreement only after Trustee has determined that Sponsor is not Insolvent (or is
no longer Insolvent).

(c)  Provided that there are sufficient assets, if Trustee discontinues the
payment of benefits from the Trust pursuant to (a) hereof and subsequently
resumes such payments, the first payment following such discontinuance shall
include the aggregate amount of all payments due to Participants or their
beneficiaries under the terms of the Plan for the period of such discontinuance,
less the aggregate amount of any payments made to Participants or their
beneficiaries by Sponsor in lieu of the payments provided for hereunder during
any such period of discontinuance.

(d)  Any Sponsor Stock contributed to the Trust by the Sponsor to meet any
obligation of an Affiliate or the Sponsor to Plan participants who are employed
by an Affiliate will be subject to the terms of this Section 14 as if the term
"Affiliate" is substituted for the term "Sponsor" wherever it appears in Section
14(a) through (c).

Section 15.  Change in Control.  For purposes of this Trust, Change in Control
-----------------
shall mean the happening of any of the following events:

(a)  An acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
("Exchange Act")) (a "Person") of beneficial ownership

26

(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty
percent (20%) or more of either (i) the then outstanding shares of common stock
of the Sponsor (the "Outstanding Sponsor Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of the Sponsor entitled
to vote generally in the election of directors (the "Outstanding Sponsor Voting
Securities"); excluding, however, the following: (1) any acquisition directly
from the Sponsor, other than an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was itself acquired
directly from the Sponsor, (2) any acquisition by the Sponsor, (3) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Sponsor or any entity controlled by the Sponsor, or (4) any
acquisition pursuant to a transaction which complies with Subsections (i), (ii)
and (ii) of Subsection (c) of this Section 15;

(b)  A change in the composition of the Board such that the individuals
who, as of the effective date of this Agreement ("Effective Date"), constitute
the Board (such Board will be hereinafter referred to as the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; provided,
however, for purposes of this Section 15, that any individual who becomes a
member of the Board subsequent to the Effective Date, whose election, or
nomination for election by the Sponsor's stockholders, was approved by a vote of
at least a majority of those individuals who are members of the Board and who
were also members of the Incumbent Board (or deemed to be such pursuant to this
proviso) will be considered as though such individual were a member of the
Incumbent Board; but, provided further, that any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board will not
be so considered as a member of the Incumbent Board;

(c)  Consummation of a reorganization, merger or consolidation, sale or
other disposition of all or substantially all of the assets of the Sponsor, or
acquisition by the Sponsor of the assets or stock of another entity ("Corporate
Transaction"); excluding, however, such a Corporate Transaction pursuant to
which (i) all or substantially all of the individuals and entities who are the
beneficial owners, respectively, of the Outstanding Sponsor Common Stock and
Outstanding Sponsor Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than sixty
percent (60%) of, respectively, the outstanding shares of common stock, and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without limitation, a
corporation which as a result of such transaction owns the Sponsor or all or
substantially all of the Sponsor's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Sponsor
Common Stock and Outstanding Sponsor Voting Securities, as the case may be, (ii)
no Person (other than the Sponsor, any

27

employee benefit plan (or related trust) of the Sponsor or such corporation
resulting from such Corporate Transaction) will beneficially own, directly or
indirectly, twenty percent (20%) or more of, respectively, the outstanding
shares of common stock of the corporation resulting from such Corporate
Transaction or the combined voting power of the outstanding voting securities of
such corporation entitled to vote generally in the election of directors except
to the extent that such ownership existed prior to the Corporate Transaction,
and (iii) individuals who were members of the Incumbent Board will constitute at
least a majority of the members of the board of directors of the corporation
resulting from such Corporate Transaction; or

(d)  The approval by the stockholders of the Sponsor of a complete
liquidation or dissolution of the Sponsor.

In addition, a Change in Control will be deemed to occur upon a change in
control of FMC Corporation, as determined under the change in control provisions
of FMC Corporation's executive severance plan, if at the time of its change in
control, FMC Corporation owns more than fifty percent (50%) of the Outstanding
Sponsor Common Stock. Notwithstanding the foregoing, neither the initial
registered public offering by the Sponsor of shares of common stock of the
Sponsor, nor FMC Corporation's distribution of its interest in the Sponsor will
be treated as a Change in Control of the Sponsor.

Section 16.  Amendment or Termination.
------------------------

(a)  Amendment. This Agreement may be amended by a written instrument
---------
executed by the Trustee and the Sponsor. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan or shall make the Trust
revocable after it has become irrevocable in accordance with Section 2(b)
hereof. Following a Change in Control, any amendment of the Trust requires the
approval of the Administrator.

(b)  Termination. The Trust shall not terminate until the date on which
-----------
Participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plan unless sooner revoked in accordance with Section 2(b)
hereof. Upon termination of the Trust any assets remaining in the Trust shall be
returned to the Sponsor.

Section 17.  Electronic Services.
-------------------

(a)  The Trustee may provide communications and services ("Electronic
Services") and/or software products ("Electronic Products") via electronic
media, including, but not limited to Fidelity Plan Sponsor WebStation. The
Sponsor and its agents agree to use such Electronic Services and Electronic
Products only in the course of reasonable administration of or participation in
the Plan and to keep confidential and not publish, copy, broadcast, retransmit,
reproduce, commercially exploit or otherwise

28

redisseminate the Electronic Products or Electronic Services or any portion
thereof without the Trustee's written consent, except, in cases where Trustee
has specifically notified the Sponsor that the Electronic Products or Services
are suitable for delivery to Sponsor's plan Participants, for non-commercial
personal use by Participants or beneficiaries with respect to their
participation in the Plan or for their other retirement planning purposes.

(b) The Sponsor shall be responsible for installing and maintaining all
Electronic Products, (including any programming required to accomplish the
installation) and for displaying any and all content associated with Electronic
Services on its computer network and/or Intranet so that such content will
appear exactly as it appears when delivered to Sponsor. All Electronic Products
and Services shall be clearly identified as originating from the Trustee or its
affiliate. The Sponsor shall promptly remove Electronic Products or Services
from its computer network and/or Intranet, or replace the Electronic Products or
Services with updated products or services provided by the Trustee, upon written
notification (including written notification via facsimile) by the Trustee.

(c) All Electronic Products shall be provided to the Sponsor without
any express or implied legal warranties or acceptance of legal liability by the
Trustee, and all Electronic Services shall be provided to the Sponsor without
acceptance of legal liability related to or arising out of the electronic nature
of the delivery or provision of such Services. Except as otherwise stated in
this Agreement, no rights are conveyed to any property, intellectual or
tangible, associated with the contents of the Electronic Products or Services
and related material. The Trustee hereby grants to the Sponsor a non-exclusive,
non-transferable revocable right and license to use the Electronic Products and
Services in accordance with the terms and conditions of this Agreement.

(d) To the extent that any Electronic Products or Services utilize
Internet services to transport data or communications, the Trustee will take,
and Sponsor agrees to follow, reasonable security precautions, however, the
Trustee disclaims any liability for interception of any such data or
communications. The Trustee reserves the right not to accept data or
communications transmitted via electronic media by the Sponsor or a third party
if it determines that the media does not provide adequate data security, or if
it is not administratively feasible for the Trustee to use the data security
provided. The Trustee shall not be responsible for, and makes no warranties
regarding access, speed or availability of
Internet or network services, or any other service required for electronic
communication. The Trustee shall not be responsible for any loss or damage
related to or resulting from any changes or modifications made by the Sponsor
without direction from the Trustee to the Electronic Products or Services after
delivering it to the Sponsor.

29

Section 18. General.
-------

(a)   Performance by Trustee, its Agents or Affiliates. The Sponsor
------------------------------------------------
acknowledges and authorizes that the services to be provided under this
Agreement shall be provided by the Trustee, its agents or affiliates, or
successor to any of them, and that such services shall conform to the terms of
this Agreement.

(b)   Entire Agreement. This Agreement together with the schedules
----------------
attached hereto, and the letter between Fidelity and FMC Technologies, Inc.
dated September 28, 2001, (which letter is incorporated by reference solely with
respect to the calculation of the fees as detailed on Schedule B hereto), which
are hereby incorporated by reference, contain all of the terms agreed upon
between the parties with respect to the subject matter hereof. The use of
capitalized terms in the schedules shall have the meaning as defined herein.

(c)   Waiver. No waiver by either party of any failure or refusal to
------
comply with an obligation hereunder shall be deemed a waiver of any other or
subsequent failure or refusal to so comply.

(d)   Successors and Assigns.  The stipulations in this Agreement
----------------------
shall inure to the benefit of, and shall bind, the successors and assigns of the
respective parties.

(e)   Partial Invalidity. If any term or provision of this Agreement or
------------------
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

(f)   Section Headings. The headings of the various sections and
----------------
subsections of this Agreement have been inserted only for the purposes of
convenience and are not part of this Agreement and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.

Section 19. Governing Law.
-------------

(a)   Massachusetts Law Controls.  This Agreement is being made in the
--------------------------
Commonwealth of Massachusetts, and the Trust shall be administered as a
Massachusetts trust. The validity, construction, effect, and administration of
this Agreement shall be governed by and interpreted in accordance with the

30

laws of the Commonwealth of Massachusetts, except to the extent those laws are
superseded under section 514 of ERISA.

(b)   Trust Agreement Controls. The Trustee is not a party to the Plan,
------------------------
and in the event of any conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of this Agreement shall control
with respect to the rights, duties and responsibilities of the Trustee, and in
all other instances the Plan shall control.

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

FMC TECHNOLOGIES, INC.

Attest:  /s/ Lori A. Lenard              By:   /s/ Michael W. Murray
------------------                    ----------------------
Assistant General Counsel             Vice President - Human Resources

FIDELITY MANAGEMENT TRUST
COMPANY

Attest:  /s/ Douglas O. Kent             By:   /s/ Carolyn Redden
-------------------                   ------------------
Assistant Clerk                       Vice President

31

Schedule "A"

RECORDKEEPING AND ADMINISTRATIVE SERVICES
-----------------------------------------

* The Trustee will provide only the recordkeeping and administrative services
set forth on this Schedule "A" and no others.

Administration
--------------

* Establishment and maintenance of Participant account and election percentages.

* Maintenance of the following Plan investment options:
-  Fidelity Puritan Fund
-  Fidelity Magellan Fund
-  Fidelity Capital & Income Fund
-  Fidelity Blue Chip Growth Fund
-  Fidelity Diversified International Fund
-  Fidelity Freedom Income Fund
-  Fidelity Freedom 2000 Fund
-  Fidelity Freedom 2010 Fund
-  Fidelity Freedom 2020 Fund
-  Fidelity Freedom 2030 Fund
-  Fidelity Freedom 2040 Fund
-  Fidelity Retirement Government Money Market Portfolio
-  Fidelity Spartan U.S. Equity Index Fund
-  Fidelity U.S. Bond Index Fund
-  PIMCO Total Return Fund (Institutional Shares)
-  Sequoia Fund, Inc.
-  Clipper Fund
-  Mutual Qualified Fund (Class Z)
-  MAS Mid-Cap Growth Fund (Institutional Class)
-  FMC Corporation Stock Fund (defined herein as "FMC Stock Fund") (frozen
to contributions and exchanges in as soon as administratively feasible
after Spin-Off Date)
-  FMC Technologies, Inc. Stock Fund (defined herein as "FMC Technologies
Stock Fund")

* Maintenance of the following money classifications:
-  Basic
-  Supplemental
-  Co Match-Deferred Comp.
-  Basic pre-tax
-  Supplemental pre-tax
-  Company Match
-  Supplemental Base Sal. (class year accounting)
-  Supplemental Bonus (class year accounting)

Processing
----------

* Processing of Mutual Fund trades and Sponsor Stock.
* Maintain and process changes to Participants' prospective investment mix
elections.
* Process exchanges between investment options on a daily basis.

32

Schedule "A" (continued)
---------

* Provide monthly processing consolidated payroll contribution data via a
consolidated magnetic tape.
* Provide monthly reconciliation and processing of Participant withdrawal
requests as approved and directed by the Sponsor.

Other
-----

* Prepare, reconcile and deliver a monthly Trial Balance Report presenting
all money classes and investments. This report is based on the market value
as of the last business day of the month. The report will be delivered not
later than thirty (30) days after the end of each month in the absence of
unusual circumstances.
* Prepare, reconcile and deliver a Quarterly Administrative Report presenting
both on a Participant and a total plan basis all money classes, investment
positions and a summary of all activity of the Participant and plan as of
the last business day of the quarter. The report will be delivered not
later than thirty (30) days after the end of each quarter in the absence of
unusual circumstances.
* Provide such other reports as mutually agreed upon by the parties.
* Provide Participants with the opportunity to generate electronic statements
via NetBenefits for activity during the requested time period. Upon
Participant request, Fidelity will provide paper statements via first class
mail.
* Provide monthly trial balance.
* Prepare and mail to the Participant, a confirmation of the transactions
exchanges and changes to investment mix elections within five (5) business
days of the Participants instructions.
* Provide access to Plan Sponsor Webstation (PSW). PSW is a graphical,
Windows-based application that provides current Plan and Participant-level
information, including indicative data, account balances, activity and
history.
* Provide Mutual Fund tax reporting (Forms 1099 Div. and 1099-B) to the Sponsor.
* Provide federal and state tax reporting and withholding on benefit payments
made to Participants and beneficiaries in accordance with Section 4 of this
Agreement.

Communication Services.
----------------------

* Provide employee communications describing available investment options,
including multimedia informational materials and group presentations.
* Fidelity PortfolioPlanner (SM), an internet-based educational service for
Participants that generates target asset allocations and model portfolios
customized to investment options in the Plan(s) based upon methodology
provided by Strategic Advisers, Inc., an affiliate of the Trustee. The
Sponsor acknowledges that it has received the ADV Part II for Strategic
Advisers, Inc. more than 48 hours prior to executing the Trust.

33

Schedule "B"

Fees
----

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

Annual Participant Fee:              $25.00 per participant billed and paid by the Sponsor to
Trustee quarterly.  This fee will be imposed pro rata for
each calendar quarter or any part thereof, that it remains
necessary to keep a participant's account(s) as part of the
Plan's records, e.g. vested, deferred, forfeiture and
terminated Participants who must remain on file through
calendar year-end for reporting purposes.
------------------------------------ -------------------------------------------------------------------
------------------------------------ -------------------------------------------------------------------
Plan Sponsor Webstation (PSW)        Three User IDs provided free of charge. Additional
IDs available upon request.

------------------------------------- ------------------------------------------------------------------
------------------------------------- ------------------------------------------------------------------
Non-Fidelity Mutual Funds            Clipper Fund:  .25% service fee*
Sequoia Fund:  0% service fee**
MAS Mid Cap Growth Fund (Administrative Class): .35%
service fee
PIMCO Total Return Fund (Administrative Class): .25%
service fee
Mutual Qualified (Z Class): 0% service fee

All such fees shall be paid directly to Trustee by each Non-
Fidelity Mutual Fund vendor.

*To the extent Clipper has not agreed to this fee schedule, any
resulting loss in service fees to Trustee shall be made up by a
corresponding increase in the Trustee's fees.

**To the extent Sequoia agrees to a fee schedule, any resulting
increase in service fees to Trustee shall be offset by a
corresponding reduction in the Trustee's fees.
------------------------------------ -------------------------------------------------------------------
------------------------------------ -------------------------------------------------------------------
Stock Administration Fee             To the extent that assets are invested in the FMC
Technologies Stock Fund and/or the FMC Stock Fund, .10% of
such assets in the Trust payable by the Sponsor to the
Trustee pro rata quarterly on the basis of such assets as of
the calendar quarter's last valuation date, but no less than
$10,000 and no greater than $20,000 for both funds.
------------------------------------ -------------------------------------------------------------------
------------------------------------ -------------------------------------------------------------------
Other Fees                           Separate charges for extraordinary expenses resulting from
large numbers of simultaneous manual transactions; from
errors not caused by Fidelity; reports not contemplated in
this Agreement and extraordinary expenses resulting from
Sponsor's corporate actions.  The Administrator may provide
the Trustee with written direction to deduct administrative
fees from the Trust.

All Communications will be fee for service, other than Stages
and postage for literature fulfillment and quarterly statements.
------------------------------------ -------------------------------------------------------------------

34

Schedule "C"

AUTHORIZED SIGNERS (ADMINISTRATOR)

[FMC Technologies, Inc. Letterhead]

September 28, 2001

Ms. Roberta Coen
Fidelity Investments Institutional Operations Company
82 Devonshire Street, MM3H
Boston, Massachusetts  02109

FMC Technologies, Inc. Nonqualified Savings and Investment Plan
---------------------------------------------------------------

Dear Ms. Coen:

This letter is sent to you in accordance with Section 8(b) of the Trust
Agreement, dated as of September 28, 2001, between FMC Technologies, Inc. and
Fidelity Management Trust Company. We hereby designate David J. Kostelansky,
Stephanie K. Kushner, and Michael W. Murray, as the individuals who may provide
directions upon which Fidelity Management Trust Company shall be fully protected
in relying. Only one such individual need provide any direction. The signature
of each designated individual is set forth below and certified to be such.

You may rely upon each designation and certification set forth in this
letter until we deliver to you written notice of the termination of authority of
a designated individual.

Very truly yours,

/s/ Michael W. Murray
--------------------------------------
By:  Michael W. Murray
Secretary, Compensation and
Organization Committee of the Board of
Directors

/s/ David J. Kostelansky
-------------------------
David J. Kostelansky

/s/ Stephanie K. Kushner
-------------------------
Stephanie K. Kushner

/s/ Michael W. Murray
-------------------------
Michael W. Murray

35

Schedule "D"

OPERATIONAL GUIDELINES FOR NON-FIDELITY MUTUAL FUNDS
----------------------------------------------------

Pricing
-------
By 7:00 p.m. Eastern Time ("ET) each Business Day, the Non-Fidelity Mutual Fund
Vendor (Fund Vendor) will input the following information ("Price Information")
into the Fidelity Participant Recordkeeping System ("FPRS") via the remote
access price screen that FIIOC, an affiliate of the Trustee, has provided to the
Fund Vendor: (1) the net asset value for each Fund at the Close of Trading, (2)
the change in each Fund's net asset value from the Close of Trading on the prior
Business Day, and (3) in the case of an income fund or funds, the daily accrual
for interest rate factor ("mil rate"). FIIOC must receive Price Information each
Business Day (a "Business Day" is any day the New York Stock Exchange is open).
If on any Business Day the Fund Vendor does not provide such Price Information
to FIIOC, FIIOC shall pend all associated transaction activity in the FPRS until
the relevant Price Information is made available by Fund Vendor.

Trade Activity and Wire Transfers
---------------------------------
By 7:00 a.m. ET each Business Day following Trade Date ("Trade Date Plus One"),
----
FIIOC will provide, via facsimile, to the Fund Vendor a consolidated report of
net purchase or net redemption activity that occurred in each of the Funds up to
4:00 p.m. ET on the prior Business Day. The report will reflect the dollar
amount of assets and shares to be invested or withdrawn for each Fund. FIIOC
will transmit this report to the Fund Vendor each Business Day, regardless of
processing activity. In the event that data contained in the 7:00 a.m. ET
facsimile transmission represents estimated trade activity, FIIOC shall provide
a final facsimile to the Fund Vendor by no later than 9:00 a.m. ET. Any
resulting adjustments shall be processed by the Fund Vendor at the net asset
value for the prior Business Day.

The Fund Vendor shall send via regular mail to FIIOC transaction confirms for
all daily activity in each of the Funds. The Fund Vendor shall also send via
regular mail to FIIOC, but no later than the fifth Business Day following
calendar month close, a monthly statement for each Fund. FIIOC agrees to notify
the Fund Vendor of any balance discrepancies within twenty (20) Business Days of
receipt of the monthly statement.

For purposes of wire transfers, FIIOC shall transmit a daily wire for aggregate
purchase activity and the Fund Vendor shall transmit a daily wire for aggregate
redemption activity, in each case including all activity across all Funds
occurring on the same day.

Prospectus Delivery
-------------------
FIIOC shall be responsible for the timely delivery of Fund prospectuses and
periodic Fund reports to Plan Participants, and shall retain the services of a
third-party vendor to handle such mailings. The Fund Vendor shall be responsible
for all materials and production costs, and hereby agrees to provide Fund
prospectuses and periodic Fund reports to the third-party vendor selected by
FIIOC. The Fund Vendor shall bear the costs of mailing annual Fund reports to
Plan Participants. FIIOC shall bear the costs of mailing prospectuses to Plan
Participants.

36

Schedule "D"(continued)
-----------

Proxies
-------
The Fund Vendor shall be responsible for all costs associated with the
production of proxy materials. FIIOC shall retain the services of a third-party
vendor to handle proxy solicitation mailings and vote tabulation. Expenses
associated with such services shall be billed directly the Fund Vendor by the
third-party vendor.

Participant Communications
--------------------------
The Fund Vendor shall provide internally prepared fund descriptive information
approved by the Funds' legal counsel for use by FIIOC in its written Participant
communication materials. FIIOC shall utilize historical performance data
obtained from third-party vendors (currently Morningstar, Inc., FACTSET Research
Systems and Lipper Analytical Services) in telephone conversations with Plan
Participants and in quarterly Participant statements. The Sponsor hereby
consents to FIIOC's use of such materials and acknowledges that FIIOC is not
responsible for the accuracy of third-party information. FIIOC shall seek the
approval of the Fund Vendor prior to retaining any other third-party vendor to
render such data or materials under this Agreement.

Compensation
------------
FIIOC shall be entitled to fees as set forth in a separate agreement with the
Fund Vendor.

Indemnification
---------------
The Fund Vendor shall be responsible for compensating Participants and/or FIIOC
in the event that losses occur as a result of (1) the Fund Vendor's failure to
provide FIIOC with Price Information or (2) providing FIIOC with incorrect Price
Information.

37

Schedule "E"

EXCHANGE GUIDELINES
-------------------

The following exchange procedures are currently employed by FIIOC.

Exchange hours, via a Fidelity Participant service representative, are 8:30 a.m.
(ET) to 12:00 midnight (ET) on each Business Day.

Exchanges via the Internet may be made virtually 24 hours a day.

Exchanges via VRS may be made virtually 24 hours a day.

FIIOC reserves the right to change these Exchange Guidelines at its discretion.

Note: The NYSE's normal closing time is 4:00 p.m. (ET); in the event the NYSE
alters its closing time, all references below to 4:00 p.m. (ET) shall mean the
NYSE closing time as altered.

Mutual Funds
------------

Exchanges Between Mutual Funds
------------------------------

Participants may call on any business day to exchange between the Mutual
Funds. If the request is confirmed before 4:00 p.m. (ET), it will receive
that day's trade date. Requests confirmed after 4:00 p.m. (ET) will be
processed on a next business day basis.

FMC Stock Fund
--------------

In accordance with Schedule "F", the following rules will govern exchanges:

I.    Exchanges From Mutual Funds to FMC Stock Fund
---------------------------------------------

Prior to the Spin-Off Date, Participants may contact Fidelity on any day
to exchange from Mutual Funds into the FMC Stock Fund. If the request is
confirmed before the close of the market (generally 4:00 p.m. ET) on a
Business Day, it will receive that day's trade date. Requests confirmed
after the close of the market on a business day (or on any day other than
a business day) will be processed on a next Business Day Basis. From and
after the Spin-Off Date, exchanges into the FMC Stock Fund are prohibited.

II.   Exchanges From FMC Stock Fund to Mutual Funds
---------------------------------------------

Participants may contact Fidelity on any day to exchange from the FMC
Stock Fund into a Mutual Fund. If Fidelity receives the request before the
close of the market (generally 4:00 p.m. ET) on any Business Day and
Available Liquidity is sufficient to honor the trade after Specified
Hierarchy rules are applied, it will receive that day's trade date.
Requests received by Fidelity

38

Schedule "E"(continued)
-----------

after the close of the market on any Business Day (or on any day other
than a Business Day) will be processed on a next Business Day basis,
subject to Available Liquidity for such day after application of Specified
Hierarchy rules. If Available Liquidity on any day is insufficient to
honor the trade after application of Specified Hierarchy rules, it will be
suspended until Available Liquidity is sufficient, after application of
Specified Hierarchy rules, to honor such trade, and it will receive the
trade date and Closing Price of the date on which it was processed.

FMC Technologies, Inc. Stock Fund
---------------------------------

In accordance with Schedule "G", the following rules will govern exchanges:

I.    Exchanges From Mutual Funds to FMC Technologies Stock Fund
----------------------------------------------------------

Participants may contact Fidelity on any day to exchange from Mutual
Funds, or the stable value fund into the FMC Technologies Stock Fund. If
the request is confirmed before the close of the market (generally 4:00
p.m. ET) on a Business Day, it will receive that day's trade date.
Requests confirmed after the close of the market on a business day (or on
any day other than a business day) will be processed on a next Business
Day Basis.

II.   Exchanges From FMC Technologies Stock Fund to Mutual Funds
----------------------------------------------------------

Participants may contact Fidelity on any day to exchange from the FMC
Technologies into a Mutual Fund. If Fidelity receives the request before
the close of the market (generally 4:00 p.m. ET) on any Business Day and
Available Liquidity is sufficient to honor the trade after Specified
Hierarchy rules are applied, it will receive that day's trade date.
Requests received by Fidelity after the close of the market on any
Business Day (or on any day other than a Business Day) will be processed
on a next Business Day basis, subject to Available Liquidity for such day
after application of Specified Hierarchy rules. If Available Liquidity on
any day is insufficient to honor the trade after application of Specified
Hierarchy rules, it will be suspended until Available Liquidity is
sufficient, after application of Specified Hierarchy rules, to honor such
trade, and it will receive the trade date and Closing Price of the date on
which it was processed.

39

Schedule "F"

SPECIFIED HEIRARCHY - AVAILABLE LIQUIDITY PROCEDURES FOR FMC STOCK FUND
-----------------------------------------------------------------------

The following procedures shall govern sales of units of the FMC Stock Fund
requested for a day on which Available Liquidity is insufficient:

1.    Withdrawals and distributions will be aggregated and placed first in the
hierarchy. If Available Liquidity is sufficient for the aggregate of such
transactions, all such withdrawals and distributions will be honored. If
Available Liquidity is not sufficient for the aggregate of such
transactions, then such transactions will be suspended, and no
transactions requiring a sale of FMC Stock Fund units shall be honored for
that day.

2.    If Available Liquidity has not been exhausted by the aggregate of
withdrawals and distributions, then all remaining transactions involving a
sale of units in the FMC Stock Fund (exchanges out) shall be grouped on
the basis of when such requests were received, in accordance with standard
procedures maintained by the Trustee for such grouping as they may be
amended from time to time. To the extent of Available Liquidity, groups of
exchanges out of the FMC Stock Fund shall be honored, by group, on a
"first in, first out" basis. If Available Liquidity is insufficient to
honor all exchanges out within a group, then none of the exchanges out in
such group shall be honored, and no exchanges out in a later group shall
be honored.

3.    Transactions not honored on a particular day due to insufficient Available
Liquidity shall be honored, using the hierarchy specified above, on the
next business day on which there is Available Liquidity.

40

Schedule "G"

SPECIFIED HEIRARCHY - AVAILABLE LIQUIDITY PROCEDURES FOR FMC
-----------------------------------------------------------
TECHNOLOGIES STOCK FUND
-----------------------

The following procedures shall govern sales of units of the FMC Technologies
Stock Fund requested for a day on which Available Liquidity is insufficient:

1.    Withdrawals and distributions will be aggregated and placed first in the
hierarchy. If Available Liquidity is sufficient for the aggregate of such
transactions, all such withdrawals and distributions will be honored. If
Available Liquidity is not sufficient for the aggregate of such
transactions, then such transactions will be suspended, and no
transactions requiring a sale of FMC Technologies Stock Fund units shall
be honored for that day.

2.    If Available Liquidity has not been exhausted by the aggregate of
withdrawals and distributions, then all remaining transactions involving a
sale of units in the FMC Technologies Stock Fund (exchanges out) shall be
grouped on the basis of when such requests were received, in accordance
with standard procedures maintained by the Trustee for such grouping as
they may be amended from time to time. To the extent of Available
Liquidity, groups of exchanges out of the FMC Technologies Stock Fund
shall be honored, by group, on a "first in, first out" basis. If Available
Liquidity is insufficient to honor all exchanges out within a group, then
none of the exchanges out in such group shall be honored, and no exchanges
out in a later group shall be honored.

3.    Transactions not honored on a particular day due to insufficient Available
Liquidity shall be honored, using the hierarchy specified above, on the
next business day on which there is Available Liquidity.

41

Schedule "H"

INVESTMENT DIRECTION

[FMC Technologies, Inc. Letterhead]

John M. Kimpel, Esq.
Vice President and Pension Counsel
Fidelity Investments
82 Devonshire Street, F7A
Boston, MA 02109

Re:       Investment Instructions for FMC Technologies, Inc.
Nonqualified Savings and Investment Plan

Dear Mr. Kimpel:

The Participants under the FMC Technologies, Inc. Nonqualified Savings And
Investment Plan ("Plan") have the right to direct the investment of their Plan
account in hypothetical investment options, which are currently based on the FMC
Corporation Stock Fund, the FMC Technologies Stock Fund, a number of registered
investment companies advised by Fidelity Management & Research Company
("Fidelity Mutual Funds") and certain investment companies not advised by
Fidelity Management & Research Company ("Non-Fidelity Mutual Funds"). Fidelity
Management Trust Company has agreed pursuant to a Trust Agreement with FMC
Technologies, Inc. dated September 28, 2001, to receive such Participant
directions.

The Sponsor hereby directs the Trustee to invest funds contributed to the
rabbi trust in a manner which corresponds directly to elections made by
Participants under the Plan.

This procedure will remain in effect until a revised instruction letter is
provided by the Sponsor and accepted by the Trustee.

Sincerely,

/s/ Michael W. Murray
--------------------------------
Secretary, Compensation and
Organization Committee of the Board of
Directors

42

PAGE 2

FMC Technologies, Inc.
Quarterly Report
on Form 10-Q for
September 30, 2001

Exhibit 11  Statement re:
Computation of Pro Forma Diluted Earnings Per Share (Unaudited)
(In thousands, except per share data)

Three Months             Nine Months
Ended September 30, 2001  Ended September 30, 2001
------------------------  ------------------------

Earnings:
Net income                            $ 11,442                $ 13,354
--------                --------

Shares:
Weighted average number of
shares of common stock
outstanding                            65,000                  65,000
Weighted average additional
shares assuming conversion
of stock options                        1,202                     835
--------                --------
Shares - diluted basis               66,202                  65,835
--------                --------

Pro forma diluted earnings
per share                            $   0.17                $   0.20
========                ========

Note: Earnings per share information has not been presented for any periods in
2000 because the capital structure of FMC Technologies, Inc. in 2000 was
not indicative of the Company's current capital structure as a result of
the formation transactions discussed in Note 2 to the Company's September
30, 2001 consolidated financial statements.

PAGE 3

FMC Technologies, Inc.
Quarterly Report
on Form 10-Q for
September 30, 2001

Exhibit 15   Letter re: Unaudited Interim Financial Information

FMC Technologies, Inc.
Chicago, Illinois

Ladies and Gentlemen:

Re: Registration Statement No. 333-55920 on Form S-1/A and Registration
Statement No. 333-62996 on Form S-8.

With respect to the subject registration statements, we acknowledge our
awareness of the incorporation by reference therein of our report dated
October 31, 2001 related to our review of interim financial information.

Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.

Very truly yours,

/s/ KPMG LLP

Chicago, Illinois
November 14, 2001