AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2001     

REGISTRATION NO. 333-55920
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 4     

TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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FMC TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                      3533                   36-4412642
(STATE OR OTHER      (PRIMARY STANDARD INDUSTRIAL    (I.R.S. EMPLOYER
JURISDICTION OF      CLASSIFICATION CODE NUMBER)  IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)

200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 861-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

WILLIAM H. SCHUMANN III
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FMC TECHNOLOGIES, INC.
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 861-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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

COPIES TO:

STEPHEN F. GATES, ESQ.    ANDREW R. BROWNSTEIN, ESQ.     JAMES M. PRINCE, ESQ.
FMC CORPORATION     WACHTELL, LIPTON, ROSEN & KATZ   VINSON & ELKINS L.L.P.
200 EAST RANDOLPH DRIVE      51 WEST 52ND STREET         2300 FIRST CITY TOWER
CHICAGO, ILLINOIS 60601       NEW YORK, NY 10019           1001 FANNIN STREET
(312) 861-6000              (212) 403-1000        HOUSTON, TEXAS 77002-6760
(713) 758-2222

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE     

This Amendment No. 4 to the Registration Statement on Form S-1 (File No.
333-55920) of FMC Technologies, Inc. is being filed for the sole purpose of
filing exhibits to the Registration Statement on Form S-1. Accordingly, a
prospectus has been omitted from this filing.     

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated costs and expenses, other
than underwriting discounts and commissions, payable in connection with the
sale of common stock being registered, all of which will be paid by the
Registrant:

AMOUNT
----------

Securities and Exchange registration fee...................... $   87,500
NASD filing fee...............................................     30,500
New York Stock Exchange listing fee...........................    286,000
Printing expenses.............................................    600,000
Legal fees and expenses.......................................  1,200,000
Accounting fees and expenses..................................    300,000
Transfer agent and registrar fees and expenses................    120,000
Miscellaneous.................................................     30,000
----------
Total....................................................... $2,654,000
==========

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

As permitted by the General Corporation Law of the State of Delaware, the
Registrant has included in its Certificate of Incorporation a provision to
eliminate the personal liability of its directors for monetary

II-1

damages for breach of their fiduciary duties as directors, subject to certain
exceptions. In addition, the Registrant's Certificate of Incorporation and
Bylaws provide that the Registrant is required to indemnify its officers and
directors under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and the Registrant is
required to advance expenses to its officers and directors as incurred in
connection with proceedings against them for which they may be indemnified.

The U.S. Purchase Agreement and the International Purchase Agreement are
expected to provide that the Underwriters are obligated, under certain
circumstances, to indemnify directors, officers and controlling persons of the
Registrant against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. Reference is made to the form of U.S.
Purchase Agreement and the form of International Purchase Agreement to be filed
as Exhibits 1.1 and 1.2 hereto, respectively.

The Separation and Distribution Agreement by and among the Registrant and
FMC Corporation provides for indemnification by the Registrant of FMC
Corporation and its directors, officers and employees for certain liabilities,
including liabilities under the Securities Act of 1933, as amended.     

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

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Registrant has not sold any securities, registered or otherwise, within
the past three years, except for the shares issued upon formation to
Registrant's sole stockholder, FMC Corporation.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

EXHIBIT
NUMBER                               EXHIBIT TITLE
-------                              -------------

1.1    --Form of U.S. Purchase Agreement.

1.2    --Form of International Purchase Agreement.

1.3    --Forms of Lockup Agreements.

2.1    --Separation and Distribution Agreement by and between FMC Corporation
and the Registrant, dated as of May 31, 2001.

3.1    --Registrant's Amended and Restated Certificate of Incorporation.*

3.2    --Registrant's Amended and Restated Bylaws.*

4.1    --Form of Specimen Certificate for Registrant's Common Stock.*

4.2    --Form of Preferred Share Purchase Rights Agreement.*

4.3    --$250,000,000 Five-Year Credit Agreement.

4.4    --First Amendment to the $250,000,000 Five-Year Credit Agreement.

4.5    --$150,000,000 364-Day Revolving Credit Facility.

4.6    --First Amendment to the $150,000,000 364-Day Revolving Credit
Facility.

5.1    --Form of Opinion of Wachtell, Lipton, Rosen & Katz.

10.1    --Tax Sharing Agreement by and among FMC Corporation and the
Registrant, dated as of May 31, 2001.

10.2    --Employee Benefits Agreement by and between FMC Corporation and the
Registrant, dated as of May 30, 2001.

10.3    --Transition Services Agreement between FMC Corporation and the
Registrant, dated as of May 31, 2001.

10.4    --Registrant's Incentive Compensation and Stock Plan.

II-2

EXHIBIT
NUMBER                              EXHIBIT TITLE
-------                             -------------

10.5    --Forms of Executive Severance Agreements.

21.1    --Subsidiaries of the Registrant.*
23.1    --Consent of KPMG LLP.*
23.2    --Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).
24.1    --Powers of Attorney.*
24.2    --Power of Attorney of Ronald D. Mambu.*
99.1    --Consent of Mike R. Bowlin to be Named a Director Nominee.*
99.2    --Consent of B. A. Bridgewater to be Named a Director Nominee.*
99.3    --Consent of Asbjorn Larsen to be Named a Director Nominee.*
99.4    --Consent of Edward J. Mooney to be Named a Director Nominee.*
99.5    --Consent of William J. Reilly to be Named a Director Nominee.*
99.6    --Consent of James M. Ringler to be Named a Director Nominee.*
99.7    --Consent of James R. Thompson to be Named a Director Nominee.*

--------
*  Previously filed.
** To be filed by amendment.

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set
forth therein is not applicable or is shown in the combined financial
statements or notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) That for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.

(2) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

(3) To provide to the underwriters at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.

(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Chicago,
state of Illinois, on June 5, 2001.     

FMC TECHNOLOGIES, INC.

/s/ Ronald D. Mambu     

By:_____________________________     

Name: Ronald D. Mambu
Title:  Vice President and
Controller

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                           TITLE                    DATE
---------                           -----                    ----

*                  Chief Executive Officer,         June 5, 2001
____________________________________  President and Director
Joseph H. Netherland          (Principal Executive
Officer)

*                  Chairman and Director            June 5, 2001
____________________________________
Robert N. Burt

*                  Senior Vice President, Chief     June 5, 2001
____________________________________  Financial Officer and
William H. Schumann III         Director (Principal
Financial Officer)

/s/  Ronald D. Mambu           Vice President and               June 5, 2001
____________________________________  Controller (Principal
Ronald D. Mambu             Accounting Officer)

/s/ Steven H. Shapiro     

*By: __________________________
Steven H. Shapiro
Attorney-in-Fact

II-4

EXHIBIT INDEX

EXHIBIT
NUMBER                               EXHIBIT TITLE
-------                              -------------

1.1    --Form of U.S. Purchase Agreement.

1.2    --Form of International Purchase Agreement.

1.3    --Forms of Lockup Agreements.

2.1    --Separation and Distribution Agreement by and between FMC Corporation
and the Registrant, dated as of May 31, 2001.

3.1    --Registrant's Amended and Restated Certificate of Incorporation.*

3.2    --Registrant's Amended and Restated Bylaws.*

4.1    --Form of Specimen Certificate for Registrant's Common Stock.*

4.2    --Form of Preferred Share Purchase Rights Agreement.*

4.3    --$250,000,000 Five-Year Credit Agreement.

4.4    --First Amendment to the $250,000,000 Five-Year Credit Agreement.

4.5    --$150,000,000 364-Day Revolving Credit Facility.

4.6    --First Amendment to the $150,000,000 364-Day Revolving Credit
Facility.

5.1    --Form of Opinion of Wachtell, Lipton, Rosen & Katz.

10.1    --Tax Sharing Agreement by and among FMC Corporation and the
Registrant, dated as of May 31, 2001.

10.2    --Employee Benefits Agreement by and between FMC Corporation and the
Registrant, dated as of May 30, 2001.

10.3    --Transition Services Agreement between FMC Corporation and the
Registrant, dated as of May 31, 2001.

10.4    --Registrant's Incentive Compensation and Stock Plan.

10.5    --Forms of Executive Severance Agreements.

21.1    --Subsidiaries of the Registrant.*

23.1    --Consent of KPMG LLP.*

23.2    --Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).

24.1    --Powers of Attorney.*

24.2    --Power of Attorney of Ronald D. Mambu.*

99.1    --Consent of Mike R. Bowlin to be Named a Director Nominee.*

99.2    --Consent of B. A. Bridgewater to be Named a Director Nominee.*

99.3    --Consent of Asbjorn Larsen to be Named a Director Nominee.*

99.4    --Consent of Edward J. Mooney to be Named a Director Nominee.*

99.5    --Consent of William J. Reilly to be Named a Director Nominee.*

99.6    --Consent of James M. Ringler to be Named a Director Nominee.*

99.7    --Consent of James R. Thompson to be Named a Director Nominee.*

--------
*  Previously filed.
** To be filed by amendment.

Exhibit 1.1

______________________________________________________________________________
______________________________________________________________________________

FORM OF
U.S. PURCHASE AGREEMENT
-----------------------

FMC TECHNOLOGIES, INC.
(a Delaware corporation)

8,840,000 Shares of Common Stock

Dated: ___, 2001

______________________________________________________________________________
______________________________________________________________________________

Table of Contents

Page
----

U.S. PURCHASE AGREEMENT...............................................................   1
SECTION 1. Representations and Warranties.........................................   3
(a)  Representations and Warranties by the Company..........................   3
(i)     Compliance with Registration Requirements......................   3
(ii)    Independent Accountants........................................   4
(iii)   Financial Statements...........................................   4
(iv)    No Material Adverse Change in Business.........................   5
(v)     Good Standing of the Company...................................   5
(vi)    Good Standing of Subsidiaries..................................   5
(vii)   Capitalization.................................................   6
(viii)  Authorization of Agreement.....................................   6
(ix)    Separation Agreements..........................................   6
(x)     Authorization and Description of Securities....................   6
(xi)    Absence of Defaults and Conflicts..............................   7
(xii)   Absence of Labor Dispute.......................................   7
(xiii)  Absence of Proceedings.........................................   8
(xiv)   Accuracy of Exhibits...........................................   8
(xv)    Possession of Intellectual Property............................   8
(xvi)   Absence of Further Requirements................................   8
(xvii)  Possession of Licenses and Permits.............................   9
(xviii) Title to Property..............................................   9
(xix)   Investment Company Act.........................................   9
(xx)    Environmental Laws.............................................  10
(xxi)   Registration Rights............................................  10
(b)  Officer's Certificates.................................................  10

SECTION 2. Sale and Delivery to U.S. Underwriters; Closing........................  10
(a)  Initial Securities.....................................................  10
(b)  Option Securities......................................................  11
(c)  Payment................................................................  11
(d)  Denominations; Registration............................................  12
(e)  Appointment of Qualified

Independent Underwriter.......................  12

SECTION 3. Covenants of the Company...............................................  12
(a)  Compliance with Securities Regulations and Commission Requests.........  12
(b)  Filing of Amendments...................................................  12
(c)  Delivery of Registration Statements....................................  13
(d)  Delivery of Prospectuses...............................................  13
(e)  Continued Compliance with Securities Laws..............................  13
(f)  Blue Sky Qualifications................................................  13
(g)  Rule 158...............................................................  14
(h)  Use of Proceeds........................................................  14

i

(i)       Listing........................................................  14
(j)       Restriction on Sale of Securities..............................  14
(k)       Reporting Requirements.........................................  14

SECTION 4.      Payment of Expenses............................................  15
-------------------
(a)       Expenses.......................................................  15
(b)       Termination of Agreement.......................................  15

SECTION 5.      Conditions of U.S. Underwriters' Obligations...................  15
--------------------------------------------
(a)       Effectiveness of Registration Statement........................  15
(b)       Opinion of Counsel for Company.................................  16
(c)       Opinion of Counsel for U.S. Underwriters.......................  16
(d)       Officers' Certificate..........................................  16
(e)       Accountant's Comfort Letter....................................  16
(f)       Bring-down Comfort Letter......................................  16
(g)       Approval of Listing............................................  17
(h)       No Objection...................................................  17
(i)       Lock-up Agreements.............................................  17
(j)       Purchase of Initial International Securities...................  17
(k)       Consummation of the Separation.................................  17
(l)       Conditions to Purchase of U.S. Option Securities...............  17
(m)       Additional Documents...........................................  18
(n)       Termination of Agreement.......................................  18

SECTION 6.      Indemnification................................................  18
---------------
(a)       Indemnification of U.S. Underwriters...........................  18
(b)       Indemnification of Company, Directors and Officers.............  20
(c)       Actions against Parties; Notification..........................  20
(d)       Settlement without Consent if Failure to Reimburse.............  21
(e)       Indemnification for Reserved Securities........................  21

SECTION 7.      Contribution...................................................  21
------------

SECTION 8.      Representations, Warranties and Agreements to Survive Delivery.  22
--------------------------------------------------------------

SECTION 9.      Termination of Agreement.......................................  22
------------------------
(a)       Termination; General...........................................  23
(b)       Liabilities....................................................  23

SECTION 10.     Default by One or More of the U.S. Underwriters................  23
-----------------------------------------------
SECTION 11.     Notices........................................................  24
-------
SECTION 12.     Parties........................................................  24
-------
SECTION 13.     Governing Law and Time.........................................  24
----------------------

ii

SECTION 14.     Effect of Headings.............................................  24
------------------

iii

FMC TECHNOLOGIES, INC.

(a Delaware corporation)

8,840,000 Shares of Common Stock

(Par Value $.01 Per Share)

U.S. PURCHASE AGREEMENT
-----------------------
., 2001

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Credit Suisse First Boston Corporation
Salomon Smith Barney, Inc.
Banc of America Securities LLC
as U.S. Representatives of the several U.S. Underwriters
c/o  Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York  10281-1209

Ladies and Gentlemen:

FMC Technologies, Inc., a Delaware corporation (the "Company") and a subsidiary
of FMC Corporation, a Delaware corporation (the "Parent"), confirms its
agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") and each of the other U.S. Underwriters named in
Schedule A hereto (collectively, the "U.S. Underwriters," which term shall also
include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom Merrill Lynch, Credit Suisse First Boston Corporation, Salomon
Smith Barney, Inc. and Banc of America Securities LLC are acting as
representatives (in such capacity, the "U.S. Representatives"), with respect to
the issue and sale by the Company and the purchase by the U.S. Underwriters,
acting severally and not jointly, of the respective numbers of shares of Common
Stock, par value $.01 per share, of the Company ("Common Stock") set forth in
said Schedule A, and with respect to the grant by the Company to the U.S.
Underwriters, acting severally and not jointly, of the option described in
Section 2(b) hereof to purchase all or any part of 1,326,000 additional shares
of Common Stock to cover over-allotments, if any. The aforesaid 8,840,000 shares
of Common Stock (the "Initial U.S. Securities") to be purchased by the U.S.
Underwriters and all or any part of the 1,326,000 shares of Common Stock subject
to the option described in Section 2(b) hereof (the "U.S. Option Securities")
are hereinafter called, collectively, the "U.S. Securities".

1

It is understood that the Company is concurrently entering into an
agreement dated the date hereof (the "International Purchase Agreement")
providing for the offering by the Company of an aggregate of 2,210,000 shares of
Common Stock (the "Initial International Securities") through arrangements with
certain underwriters outside the United States and Canada (the "International
Managers") for which Merrill Lynch International, Credit Suisse First Boston
(Europe) Limited, Salomon Brothers International Limited and Banc of America
Securities Limited are acting as lead managers (the "Lead Managers") and the
grant by the Company to the International Managers, acting severally and not
jointly, of an option to purchase all or any part of up to 331,500 additional
shares of Common Stock solely to cover overallotments, if any (the
"International Option Securities" and, together with the U.S. Option Securities,
the "Option Securities"). The Initial International Securities and the
International Option Securities are hereinafter called the "International
Securities". It is understood that the Company is not obligated to sell and the
U.S. Underwriters are not obligated to purchase, any Initial U.S. Securities
unless all of the Initial International Securities are contemporaneously
purchased by the International Managers.

The U.S. Underwriters and the International Managers are hereinafter
collectively called the "Underwriters", the Initial U.S. Securities and the
Initial International Securities are hereinafter collectively called the
"Initial Securities", and the U.S. Securities, and the International Securities
are hereinafter collectively called the "Securities".

The Underwriters will concurrently enter into an Intersyndicate Agreement
of even date herewith (the "Intersyndicate Agreement") providing for the
coordination of certain transactions among the Underwriters under the direction
of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (in
such capacity, the "Global Coordinator").

The Company understands that the U.S. Underwriters propose to make a public
offering of the U.S. Securities as soon as the U.S. Representatives deem
advisable after this Agreement has been executed and delivered.

The Company and the U.S. Underwriters agree that up to ___________shares of
the Initial U.S. Securities to be purchased by the U.S. Underwriters and that up
to _______ shares of the Initial International Securities to be purchased by the
International Mangers (collectively, the "Reserved Securities") shall be
reserved for sale by the Underwriters to certain eligible employees and
directors of the Company or the Parent, as part of the distribution of the
Securities by the Underwriters, subject to the terms of this Agreement, the
applicable rules, regulations and interpretations of the National Association of
Securities Dealers, Inc. and all other applicable laws, rules and regulations.
To the extent that such Reserved Securities are not orally confirmed for
purchase by such eligible employees or directors of the Company or the Parent by
the end of the first business day after the date of this Agreement, such
Reserved Securities may be offered to the public as part of the public offering
contemplated hereby.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-55920) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will
prepare and file a prospectus in accordance with the provisions of

2

Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the
1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule
424(b)") of the 1933 Act Regulations. Two forms of prospectus are to be used in
connection with the offering and sale of the Securities: one relating to the
U.S. Securities (the "Form of U.S. Prospectus") and one relating to the
International Securities (the "Form of International Prospectus"). The Form of
International Prospectus is identical to the Form of U.S. Prospectus, except for
the front cover and back cover pages and the information under the caption
"Underwriting." The information included in any such prospectus that was omitted
from such registration statement at the time it became effective but that is
deemed to be part of such registration statement at the time it became effective
pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A
Information". Each Form of U.S. Prospectus and Form of International Prospectus
used before such registration statement became effective, and any prospectus
that omitted, as applicable, the Rule 430A Information that was used after such
effectiveness and prior to the execution and delivery of this Agreement, is
herein called a "preliminary prospectus." Such registration statement, including
the exhibits thereto and schedules thereto at the time it became effective and
including the Rule 430A Information is herein called the "Registration
Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933
Act Regulations is herein referred to as the "Rule 462(b) Registration
Statement," and after such filing the term "Registration Statement" shall
include the Rule 462(b) Registration Statement. The final Form of U.S.
Prospectus and the final Form of International Prospectus in the forms first
furnished to the Underwriters for use in connection with the offering of the
Securities are herein called the "U.S. Prospectus" and the "International
Prospectus," respectively, and collectively, the "Prospectuses." For purposes of
this Agreement, all references to the Registration Statement, any preliminary
prospectus, the U.S. Prospectus or the International Prospectus or any amendment
or supplement to any of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR").

SECTION 1.  Representations and Warranties.

(a)  Representations and Warranties by the Company. The Company represents
and warrants to each U.S. Underwriter as of the date hereof, as of the Closing
Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if
any) referred to in Section 2(b), hereof and agrees with each U.S. Underwriter,
as follows; provided that for purposes of the foregoing representations and
warranties, any references therein to the business, assets, earnings, losses,
properties, liabilities, contracts, agreements, obligations, instruments or
subsidiaries of the Company means the business, assets, earnings, losses,
properties, liabilities, contracts, agreements, obligations, instruments or
subsidiaries that have been or will be transferred to the Company pursuant to
the Separation, as defined in the Separation and Distribution Agreement (the
"Separation Agreement") dated as of May 31, 2001 by and between the Parent and
the Company (collectively, the "Business"):

(i)  Compliance with Registration Requirements. Each of the
Registration Statement and any Rule 462(b) Registration Statement has
become effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement has been issued and remains in effect under the 1933 Act and no
proceedings for that purpose are pending or, to the knowledge of the

3

Company, are contemplated by the Commission, and any request on the part of
the Commission for additional information has been complied with.

At the respective times the Registration Statement, any Rule 462(b)
Registration Statement and any post-effective amendments thereto became
effective and at the Closing Time (and, if any U.S. Option Securities are
purchased, at the Date of Delivery), the Registration Statement, the Rule
462(b) Registration Statement and any amendments and supplements thereto
complied and will comply in all material respects with the requirements of
the 1933 Act and the 1933 Act Regulations and did not and will not contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, and the Prospectuses, any preliminary prospectuses and any
supplement thereto or prospectus wrapper prepared in connection therewith,
at their respective times of issuance and at the Closing Time, complied and
will comply in all material respects with any applicable laws or
regulations of foreign jurisdictions in which the Prospectuses and such
preliminary prospectuses, as amended or supplemented, if applicable, are
distributed in connection with the offer and sale of Reserved Securities.
Neither of the Prospectuses nor any amendments or supplements thereto
(including any prospectus wrapper), at the time the Prospectuses or any
amendments or supplements thereto were issued and at the Closing Time (and,
if any U.S. Option Securities are purchased, at the Date of Delivery),
included or will include an untrue statement of a material fact or omitted
or will omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. The representations and warranties in this subsection
shall not apply to statements in or omissions from the Registration
Statement, the Prospectuses or any amendments or supplements to the
Registration Statement or Prospectuses or any prospectus wrapper made in
reliance upon and in conformity with information furnished to the Company
or the Parent in writing by or on behalf of any Underwriter through the
U.S. Representatives expressly for use in the Registration Statement, the
Prospectuses or any amendments or supplements to the Registration Statement
or Prospectuses or any prospectus wrapper.

Each preliminary prospectus and the prospectuses filed as part of the
Registration Statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
filed in all material respects with the 1933 Act Regulations and each
preliminary prospectus and the Prospectuses delivered to the Underwriters
for use in connection with this offering was identical in all material
respects to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T.

(ii)  Independent Accountants. The accountants who certified the
financial statements and supporting schedules included in the Registration
Statement are independent public accountants of the Company as required by
the 1933 Act and the 1933 Act Regulations.

(iii)  Financial Statements. The combined financial statements
included in the Registration Statement and the Prospectuses, together with
the related schedules and notes, present fairly in all material respects
the financial position of the Company and its

4

subsidiaries (after giving effect to the Separation (as defined herein)) at
the dates indicated and the statement of operations, stockholders' equity
and cash flows of the Company and its consolidated subsidiaries (after
giving effect to the Separation (as defined herein)) for the periods
specified; said financial statements have been prepared in conformity with
generally accepted accounting principles in the United States ("GAAP")
applied on a consistent basis throughout the periods involved (except as
set forth in the notes thereto). The supporting schedules included in the
Registration Statement present fairly in all material respects in
accordance with GAAP the information required to be stated therein. The
selected financial data and the summary financial information included in
the Prospectuses present fairly the information shown therein and have been
compiled on a basis consistent with that of the audited financial
statements included in the Registration Statement.

(iv)  No Material Adverse Change in Business. Since the respective
dates as of which information is given in the Registration Statement and
the Prospectuses, except as otherwise stated therein, (A) there has been no
material adverse change in the financial condition, earnings, business or
prospects of the Company and its subsidiaries considered as one enterprise
(after giving effect to the Separation), whether or not arising in the
ordinary course of business (a "Material Adverse Effect"), (B) there has
been no transaction entered into by the Company or any of its subsidiaries
or otherwise with respect to the Business, other than those in the ordinary
course of business, which is material with respect to the Company and its
subsidiaries considered as one enterprise, and (C) there has been no
dividend or distribution of any kind declared, paid or made by the Company
on any class of its capital stock.

(v)  Good Standing of the Company. The Company has been duly organized
and is validly existing as a corporation in good standing under the laws of
the State of Delaware and has corporate power and authority to own, lease
and operate its properties and to conduct its business as described in the
Prospectuses and to enter into and perform its obligations under this
Agreement; and the Company is duly qualified as a foreign corporation to
transact business and is in good standing in each other jurisdiction in
which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure so
to qualify or to be in good standing could not reasonably be expected to
result in a Material Adverse Effect.

(vi)  Good Standing of Subsidiaries. Each "significant subsidiary" of
the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each
a "Subsidiary" and, collectively, the "Subsidiaries") has been duly
organized and is validly existing as a corporation in good standing under
the laws of the jurisdiction of its incorporation, has corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectuses and is duly qualified as a
foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except
where the failure so to qualify or to be in good standing could not
reasonably be expected to result in a Material Adverse Effect; except as
otherwise disclosed in the Registration Statement, all of the issued and
outstanding capital stock of each such Subsidiary has been duly authorized
and validly issued, is fully paid and

5

non-assessable and upon consummation of the Separation will be, owned by
the Company, directly or through subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, encumbrance, claim or equity;
none of the outstanding shares of capital stock of any Subsidiary was
issued in violation of the preemptive or similar rights of any
securityholder of such Subsidiary. The only subsidiaries of the Company
upon consummation of the Separation will be (a) the subsidiaries listed on
Exhibit 21 to the Registration Statement and (b) certain other subsidiaries
none of which, when combined with all other such subsidiaries, would
constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation
S-X.

(vii)  Capitalization. The authorized, issued and outstanding capital
stock of the Company as of the Closing Time after giving effect to the sale
of the Initial Securities pursuant to the Prospectuses is as set forth in
the Prospectuses under the caption "Capitalization" (except for preferred
share purchase rights or subsequent issuances, if any, pursuant to this
Agreement, pursuant to reservations, agreements or employee benefit plans
referred to in the Prospectuses or pursuant to the exercise of convertible
securities or options referred to in the Prospectuses). The shares of
issued and outstanding capital stock of the Company have been duly
authorized and validly issued and are fully paid and non-assessable; none
of the outstanding shares of capital stock of the Company was issued in
violation of the preemptive or other similar rights of any securityholder
of the Company.

(viii)  Authorization of Agreement. This Agreement and the
International Purchase Agreement have been duly authorized, executed and
delivered by the Company.

(ix)  Separation Agreements. Each of the Separation Agreement and each
of the Transition Services Agreement dated as of May 31, 2001, the Employee
Benefits Agreement dated as of May 30, 2001 and the Tax Sharing Agreement
dated as of May 31, 2001, by and between the Company and the Parent
(together with the Separation Agreement, the "Separation Documents"), has
been duly authorized, executed and delivered by the Company and the Parent
and constitutes a legally valid and binding agreement of the Company and
the Parent, enforceable against the Company and the Parent in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in
equity or at law).

(x)  Authorization and Description of Securities. The Securities to be
purchased by the U.S. Underwriters and the International Managers from the
Company have been duly authorized for issuance and sale to the U.S.
Underwriters pursuant to this Agreement and the International Managers
pursuant to the International Purchase Agreement, respectively, and, when
issued and delivered by the Company pursuant to this Agreement and the
International Purchase Agreement, respectively, against payment of the
consideration set forth herein and the International Purchase Agreement,
respectively, will be validly issued, fully paid and non-assessable; the
description of the Common Stock under the caption "Description of Capital
Stock" contained in the Prospectuses conforms in all material respects to
the rights set forth in the instruments

6

and statutes defining the same; no holder of the Securities will be subject
to personal liability by reason of being such a holder; and the issuance of
the Securities is not subject to the preemptive or other similar rights of
any securityholder of the Company.

(xi)  Absence of Defaults and Conflicts. Neither the Company nor any
of its Subsidiaries is in violation of its charter or by-laws (nor will any
such person be in such violation upon consummation of the Separation) nor
is the Company or any of its subsidiaries in default in the performance or
observance of any obligation, agreement, covenant or condition contained in
any contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or other agreement or instrument to which the Company or any of
its subsidiaries is a party or by which any of them may be bound, or to
which any of the property or assets of the Company or any of its
subsidiaries is subject (collectively, "Agreements and Instruments") (nor
will any such person be in such default upon consummation of the
Separation) except for such defaults that could not reasonably be expected
to result in a Material Adverse Effect, and the execution, delivery and
performance of this Agreement, the International Purchase Agreement and the
Separation Documents and the consummation of the transactions contemplated
in this Agreement, the International Purchase Agreement and the Separation
Documents and in the Registration Statement (including the issuance and
sale of the Securities and the use of the proceeds from the sale of the
Securities as described in the Prospectuses under the caption "Use of
Proceeds") and compliance by the Company with its obligations, if any,
under this Agreement, the International Purchase Agreement and the
Separation Documents have been duly authorized by all necessary corporate
action and do not and will not, whether with or without the giving of
notice or passage of time or both, conflict with or constitute a breach of,
or default or Repayment Event (as defined below) under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company or any of its subsidiaries pursuant to, the
Agreements and Instruments (except for such conflicts, breaches, defaults,
Repayment Events or liens, charges or encumbrances that could not
reasonably be expected to result in a Material Adverse Effect, nor will
such action result in any violation of (A) the provisions of the charter or
by-laws of the Company or any of its Subsidiaries or (B) any applicable
law, statute, rule, regulation, judgment, order, writ or decree of any
government, government instrumentality or court, domestic or foreign,
having jurisdiction over the Company, the Parent or any of their respective
subsidiaries or any of their assets, properties or operations, except, in
the case of clause (B) hereof, for such violations that could not
reasonably be expected to result in a Material Adverse Effect. As used
herein, a "Repayment Event" means any event or condition which gives the
holder of any note, debenture or other evidence of indebtedness (or any
person acting on such holder's behalf) the right to require the repurchase,
redemption or repayment of all or a portion of such indebtedness by the
Company or any of its subsidiaries.

(xii)  Absence of Labor Dispute. No labor dispute with the employees
of the Company or any subsidiary exists or, to the knowledge of the
Company, is imminent, and the Company is not aware of any existing or
imminent labor disturbance by the employees of any of its or any
subsidiary's principal suppliers, manufacturers, customers or contractors,
which, in either case, could reasonably be expected to result in a Material
Adverse Effect.

7

(xiii) Absence of Proceedings. Except as described in the
Prospectuses, there is no action, suit, proceeding, inquiry or investigation
before or brought by any court or governmental agency or body, domestic or
foreign, now pending, or, to the knowledge of the Company, threatened, against
or affecting the Company or any subsidiary of the Company, which is required to
be disclosed in the Registration Statement (other than as disclosed therein), or
which could reasonably be expected to result in a Material Adverse Effect, or
which could reasonably be expected to materially and adversely affect the
consummation of the transactions contemplated in this Agreement, the
International Purchase Agreement or the Separation Documents or the performance
by the Company of its obligations hereunder or thereunder (as applicable); the
aggregate of all pending legal or governmental proceedings to which the Company
or any subsidiary of the Company is a party or of which the Business is the
subject which are not described in the Registration Statement, including
ordinary routine litigation incidental to the business, could not reasonably be
expected to result in a Material Adverse Effect.

(xiv) Accuracy of Exhibits. There are no contracts or documents which
are required to be described in the Registration Statement or the Prospectuses
or to be filed as exhibits thereto which have not been so described and filed as
required.

(xv) Possession of Intellectual Property. The Company and its
subsidiaries own, possess or hold under license or will own, possess or hold
under license on or prior to the Closing Time, or can acquire on reasonable
terms, adequate patents, patent rights, licenses, inventions, copyrights, know-
how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks,
service marks, trade names or other intellectual property (collectively,
"Intellectual Property") necessary to carry on the business currently operated
by them, except as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect and neither the Company, nor any of
its subsidiaries, has received any notice or is otherwise aware of any
infringement of or conflict with asserted rights of others with respect to any
Intellectual Property or of any facts or circumstances which would render any
Intellectual Property invalid or inadequate to protect the interest of the
Company or any of its subsidiaries therein, and which infringement or conflict
or invalidity or inadequacy, singly or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.

(xvi) Absence of Further Requirements. No filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any court or governmental authority or agency is necessary or
required to be made or obtained by the Company or its subsidiaries in connection
with the contribution of the Business to the Company pursuant to the Separation
Agreement or for the performance by the Company of its obligations hereunder, in
connection with the offering, issuance or sale of the Securities under this
Agreement and the International Purchase Agreement or the consummation of the
transactions contemplated by this Agreement or the International Purchase
Agreement except (i) such as have been already obtained or as may be required
under the 1933 Act or the 1933 Act Regulations and foreign or state securities
or blue sky laws (ii) such as have been obtained under the laws and regulations
of jurisdictions outside the United States in which the Reserved Securities are
offered, (iii) such as have
8

been described in the Registration Statement and (iv) such filings,
authorizations, approvals, consents, licenses, orders, registrations,
qualifications or decrees the failure to make or obtain in connection with
the contribution of the Business to the Company pursuant to the Separation
Agreement could not reasonably be expected to have a Material Adverse
Effect.

(xvii) Possession of Licenses and Permits. The Company and its
subsidiaries possess or will possess on or prior to the Closing Time such
permits, licenses, approvals, consents and other authorizations
(collectively, "Governmental Licenses") issued by the appropriate federal,
state, local or foreign regulatory agencies or bodies necessary to conduct
their respective businesses except where the failure to so possess such
Governmental Licenses could not reasonably be expected to result in a
Material Adverse Effect; the Company and its respective subsidiaries are in
compliance with the terms and conditions of all such Governmental Licenses,
except where the failure so to comply would not, singly or in the
aggregate, have a Material Adverse Effect; all of the Governmental Licenses
are valid and in full force and effect, except when the invalidity of such
Governmental Licenses or the failure of such Governmental Licenses to be in
full force and effect could not reasonably be expected to have a Material
Adverse Effect; and neither the Company nor any of its subsidiaries has
received any notice of proceedings relating to the revocation or
modification of any such Governmental Licenses which, singly or in the
aggregate could reasonably be expected to result in a Material Adverse
Effect.

(xviii) Title to Property. The Company and its subsidiaries have or
will have upon consummation of the Separation good and marketable title to
all real property owned by the Company and its subsidiaries as described in
the Prospectuses and good title to all other properties owned by the
Company or its subsidiaries as described in the Prospectuses, in each case,
free and clear of all mortgages, pledges, liens, security interests,
claims, restrictions or encumbrances of any kind except such as (a) are
described in the Prospectuses or (b) could not, singly or in the aggregate,
reasonably be expected to have a Material Adverse Effect; and all of the
leases and subleases material to the Business are in full force and effect,
and neither the Company nor any of its subsidiaries has any notice of any
material claim of any sort that has been asserted by anyone adverse to the
rights of the Company or any of its subsidiaries under any of the leases or
subleases mentioned above, or affecting or questioning the rights of the
Company or such subsidiaries to the continued possession of the leased or
subleased premises under any such lease or sublease.

(xix) Investment Company Act. The Company is not, and upon the
issuance and sale of the Securities as herein contemplated and the
application of the net proceeds therefrom as described in the Prospectuses
and the consummation of the Separation will not be, an "investment company"
or an entity "controlled" by an "investment company" as such terms are
defined in the Investment Company Act of 1940, as amended (the "1940 Act").

(xx) Environmental Laws. Except as described in the Prospectuses and
except as could not, singly or in the aggregate, reasonably be expected to
result in a Material

9

Adverse Effect, (A) neither the Company nor any of its subsidiaries is in
violation of any applicable federal, state, local or foreign statute, law,
rule, regulation, ordinance, code, judicial or administrative order,
consent decree or judgment, relating to pollution or protection of human
health, the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata) or wildlife,
including, without limitation, laws and regulations relating to the release
or threatened release of chemicals, pollutants, contaminants, wastes, toxic
substances, hazardous substances, petroleum or petroleum products
(collectively, "Hazardous Materials") or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials (collectively, "Environmental Laws"), (B) the Company
and its subsidiaries have or will have on or prior to the Closing Time all
permits, authorizations and approvals required under any applicable
Environmental Laws and are, or will be on or prior to the Closing Time,
each in compliance with their requirements, (C) there are no pending or, to
the knowledge of the Company, threatened administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigation or proceedings relating to any
Environmental Law against the Company or any of its subsidiaries or the
Business, and (D) there are no events or circumstances that are reasonably
expected to form the basis of an order for clean-up or remediation, or an
action, suit or proceeding by any private party or governmental body or
agency, against or affecting the Company or any of its subsidiaries
relating to Hazardous Materials or any Environmental Laws.

(xxi) Registration Rights. Except as disclosed in the Prospectuses,
there are no persons with registration rights or other similar rights to
have any securities registered pursuant to the Registration Statement or
otherwise registered by the Company under the 1933 Act.

(b)  Officer's Certificates. Any certificate signed by any officer of the
Company delivered to the Global Coordinator, the U.S. Representatives or to
counsel for the U.S. Underwriters shall be deemed a representation and warranty
by the Company to each U.S. Underwriter as to the matters covered thereby.

SECTION 2.  Sale and Delivery to U.S. Underwriters; Closing.

(a)  Initial Securities. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each U.S. Underwriter, severally and not jointly, and
each U.S. Underwriter, severally and not jointly, agrees to purchase from the
Company, at the price per share set forth in Schedule B, the number of Initial
U.S. Securities set forth in Schedule A opposite the name of such U.S.
Underwriter, plus any additional number of Initial U.S. Securities which such
U.S. Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof.

(b)  Option Securities. In addition, on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Company hereby grants an option to the U.S. Underwriters,
severally and not jointly, to purchase up to an additional . shares of Common
Stock at the price per share set forth in Schedule B, less an amount per share
equal to any dividends or distributions declared by the Company and payable

10

on the Initial U.S. Securities but not payable on the U.S. Option Securities. 
The option hereby granted will expire 30 days after the date hereof and may be
exercised in whole or in part from time to time only for the purpose of covering
over-allotments which may be made in connection with the offering and
distribution of the Initial U.S. Securities upon notice by the Global
Coordinator to the Company setting forth the number of U.S. Option Securities as
to which the several U.S. Underwriters are then exercising the option and the
time and date of payment and delivery for such U.S. Option Securities. Any such
time and date of delivery for the U.S. Option Securities (a "Date of Delivery")
shall be determined by the Global Coordinator, but shall not be later than seven
full business days after the exercise of said option, nor in any event prior to
the Closing Time, as hereinafter defined. If the option is exercised as to all
or any portion of the U.S. Option Securities, each of the U.S. Underwriters,
acting severally and not jointly, will purchase that proportion of the total
number of U.S. Option Securities then being purchased which the number of
Initial U.S. Securities set forth in Schedule A opposite the name of such U.S.
Underwriter bears to the total number of Initial U.S. Securities, subject in
each case to such adjustments as the Global Coordinator in its discretion shall
make to eliminate any sales or purchases of fractional shares.

(c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of
________________, Chicago, Illinois, or at such other place as shall be agreed
upon by the Global Coordinator and the Company, at 9:00 A.M. (Eastern time) on
the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any
given day) business day after the date hereof (unless postponed in accordance
with the provisions of Section 10), or such other time not later than ten
business days after such date as shall be agreed upon by the Global Coordinator
and the Company (such time and date of payment and delivery being herein called
"Closing Time").

In addition, in the event that any or all of the U.S. Option Securities are
purchased by the U.S. Underwriters, payment of the purchase price for, and
delivery of certificates for, such U.S. Option Securities shall be made at the
above-mentioned offices, or at such other place as shall be agreed upon by the
Global Coordinator and the Company, on each Date of Delivery as specified in the
notice from the Global Coordinator to the Company.

Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the U.S. Representatives for the respective accounts of the U.S. Underwriters of
certificates for the U.S. Securities to be purchased by them. It is understood
that each U.S. Underwriter has authorized the U.S. Representatives, for its
account, to accept delivery of, receipt for, and make payment of the purchase
price for, the Initial U.S. Securities and the U.S. Option Securities, if any,
which it has agreed to purchase. Merrill Lynch, individually and not as
representative of the U.S. Underwriters, may (but shall not be obligated to)
make payment of the purchase price for the Initial U.S. Securities or the U.S.
Option Securities, if any, to be purchased by any U.S. Underwriter whose funds
have not been received by the Closing Time or the relevant Date of Delivery, as
the case may be, but such payment shall not relieve such U.S. Underwriter from
its obligations hereunder.

(d) Denominations; Registration. Certificates for the Initial U.S.
Securities and the U.S. Option Securities, if any, shall be in such
denominations and registered in such names as the U.S.

11

Representatives may request in writing at least one full business day before the
Closing Time or the relevant Date of Delivery, as the case may be. The
certificates for the Initial U.S. Securities and the U.S. Option Securities, if
any, will be made available for examination and packaging by the U.S.
Representatives in The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to the Closing Time or the relevant Date of Delivery,
as the case may be.

(e) Appointment of Qualified Independent Underwriter. The Company hereby
confirms its engagement of Merrill Lynch as, and Merrill Lynch hereby confirms
its agreement with the Company to render services as, a "qualified independent
underwriter" within the meaning of Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc. with respect to the offering
and sale of the U.S. Securities. Merrill Lynch, solely in its capacity as
qualified independent underwriter and not otherwise, is referred to herein as
the "Independent Underwriter".

SECTION 3. Covenants of the Company. The Company covenants with each U.S.
Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests. The
Company, subject to Section 3(b), will comply with the requirements of Rule 430A
and will notify the Global Coordinator immediately, and confirm the notice
in writing, (i) when any post-effective amendment to the Registration Statement
shall become effective, or any supplement to the Prospectuses or any amended
Prospectuses shall have been filed, (ii) of the receipt of any comments from the
Commission, (iii) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectuses or for
additional information, and (iv) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus, or of the
suspension of the qualification of the Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings for any of
such purposes. The Company will promptly effect the filings necessary pursuant
to Rule 424(b) and will take such steps as it deems necessary to ascertain
promptly whether the form of prospectus transmitted for filing under Rule 424(b)
was received for filing by the Commission and, in the event that it was not, it
will promptly file such prospectus. The Company will make every reasonable
effort to prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible moment.

(b) Filing of Amendments. The Company will give the Global Coordinator
notice of its intention to file or prepare any amendment to the Registration
Statement (including any filing under Rule 462(b)), or any amendment, supplement
or revision to either the prospectus included in the Registration Statement at
the time it became effective or to the Prospectuses, will furnish the Global
Coordinator with copies of any such documents a reasonable amount of time prior
to such proposed filing or use, as the case may be, and will not file or use any
such document to which the Global Coordinator or counsel for the U.S.
Underwriters shall reasonably object.

(c) Delivery of Registration Statements. The Company has furnished or will
deliver to the U.S. Representatives and counsel for the U.S. Underwriters,
without charge, signed copies of the Registration Statement as originally filed
and of each amendment thereto (including exhibits filed therewith or
incorporated by reference therein) and signed copies of all consents and

12

certificates of experts, and will also deliver to the U.S. Representatives,
without charge, a conformed copy of the Registration Statement as originally
filed and of each amendment thereto (without exhibits) for each of the U.S.
Underwriters. The copies of the Registration Statement and each amendment
thereto furnished to the U.S. Underwriters will be identical in all material
respects to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Company has delivered to each U.S.
Underwriter, without charge, as many copies of each preliminary prospectus as
such U.S. Underwriter reasonably requested, and the Company hereby consents to
the use of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each U.S. Underwriter, without charge, during the period when the
U.S. Prospectus is required to be delivered under the 1933 Act or the Securities
Exchange Act of 1934 (the "1934 Act"), such number of copies of the U.S.
Prospectus (as amended or supplemented) as such U.S. Underwriter may reasonably
request. The U.S. Prospectus and any amendments or supplements thereto furnished
to the U.S. Underwriters will be identical in all material respects to the
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

(e) Continued Compliance with Securities Laws. The Company will comply with
the 1933 Act and the 1933 Act Regulations so as to permit the completion of the
distribution of the Securities as contemplated in this Agreement, the
International Purchase Agreement and in the Prospectuses. If at any time when a
prospectus is required by the 1933 Act to be delivered in connection with sales
of the Securities, any event shall occur or condition shall exist as a result of
which it is necessary, in the opinion of counsel for the U.S. Underwriters or
for the Company, to amend the Registration Statement or amend or supplement any
Prospectus in order that the Prospectuses will not include any untrue statements
of a material fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the circumstances existing
at the time it is delivered to a purchaser, or if it shall be necessary, in the
opinion of such counsel, at any such time to amend the Registration Statement or
amend or supplement any Prospectus in order to comply with the requirements of
the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and
file with the Commission, subject to Section 3(b), such amendment or supplement
as may be necessary to correct such statement or omission or to make the
Registration Statement or the Prospectuses comply with such requirements, and
the Company will furnish to the U.S. Underwriters such number of copies of such
amendment or supplement as the U.S. Underwriters may reasonably request.

(f) Blue Sky Qualifications. The Company will use its best efforts, in
cooperation with the U.S. Underwriters, to qualify the Securities for offering
and sale under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Global Coordinator may designate and
to maintain such qualifications in effect for a period of not less than one year
from the later of the effective date of the Registration Statement and any Rule
462(b) Registration Statement; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the Securities have been so qualified, the Company will
file such statements and reports as may be required by the laws of such
jurisdiction to continue such qualification in

13

effect for a period of not less than one year from the effective date of the
Registration Statement and any Rule 462(b) Registration Statement.

(g) Rule 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of 
Section 11(a) of the 1933 Act.

(h) Use of Proceeds. The Company will use the net proceeds received by it
from the sale of the Securities in the manner specified in the Prospectuses
under "Use of Proceeds."

(i) Listing. The Company will use its best efforts to effect the listing of
the Common Stock (including the Securities) on the New York Stock Exchange.

(j) Restriction on Sale of Securities. During a period of 180 days from the
date of the Prospectuses, the Company will not, without the prior written
consent of Merrill Lynch, (i) directly or indirectly, offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of any share of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock or file any registration
statement under the 1933 Act with respect to any of the foregoing or (ii) enter
into any swap or any other agreement or any transaction that transfers, in whole
or in part, directly or indirectly, the economic consequence of ownership of the
Common Stock, whether any such swap or transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (A)
the Securities to be sold hereunder or under the International Purchase
Agreement, (B) any shares of Common Stock issued by the Company upon the
exercise of an option or warrant or the conversion of a security outstanding on
the date hereof and referred to in the Prospectuses, (C) any shares of Common
Stock issued or options to purchase Common Stock granted pursuant to existing
employee benefit plans of the Company referred to in the Prospectuses, (D) any
shares of Common Stock issued pursuant to any non-employee director stock plan
or dividend reinvestment plan or (E) any options, restricted stock or other
stock-based awards of the Company issued or granted to employees, officers or
directors of the Company in connection with the replacement of stock-based
awards of Parent or any shares of Common Stock issued upon exercise of such
options or other awards.

(k) Reporting Requirements. The Company, during the period when the
Prospectuses are required to be delivered under the 1933 Act or the 1934 Act,
will file all documents required to be filed with the Commission pursuant to the
1934 Act within the time periods required by the 1934 Act and the rules and
regulations of the Commission thereunder.

(l) Compliance with NASD Rules. The Company hereby agrees that it will
ensure that the Reserved Securities will be restricted as required by the
National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules
from sale, transfer, assignment, pledge or hypothecation for a period of three
months following the date of this Agreement. The Underwriters will notify the
Company as to which persons will need to be so restricted. At the request of the
Underwriters, the Company will direct the transfer agent to place a stop
transfer restriction upon such securities for such period of time. Should the
Company release, or seek to

14

release, from such restrictions any of the Reserved Securities, the Company
agrees to reimburse the Underwriters for any reasonable expenses (including,
without limitation, legal expenses) they incur in connection with such release.

SECTION 4.  Payment of Expenses.

(a) Expenses. The Company will pay all expenses incident to the performance
of its obligations under this Agreement, including (i) the preparation, printing
and filing of the Registration Statement (including financial statements and
exhibits) as originally filed and of each amendment thereto, (ii) the
preparation, printing and delivery to the Underwriters of this Agreement, any
Agreement among Underwriters and such other documents as may be required in
connection with the offering, purchase, sale, issuance or delivery of the
Securities, (iii) the preparation, issuance and delivery of the certificates for
the Securities to the Underwriters, including any stock or other transfer taxes
and any stamp or other duties payable upon the sale, issuance or delivery of the
Securities to the Underwriters and the transfer of the Securities between the
U.S. Underwriters and the International Managers, (iv) the fees and
disbursements of the Company's counsel, accountants and other advisors, (v) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus, and of the Prospectuses and any amendments or
supplements thereto, (vii) the preparation, printing and delivery to the
Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii)
the fees and expenses of any transfer agent or registrar for the Securities,
(ix) the filing fees incident to, and the reasonable fees and disbursements of
counsel to the Underwriters in connection with, the review by the NASD of the
terms of the sale of the Securities, (x) the fees and expenses incurred in
connection with the listing of the Securities on the New York Stock Exchange,
(xi) all costs and expenses of the Underwriters, including the fees and
disbursements of counsel for the Underwriters, in connection with matters
related to the Reserved Securities which are designated by the Company for sale
to employees and others having a business relationship with the Company and
(xii) the fees and expenses of the Independent Underwriter.

(b) Termination of Agreement. If this Agreement is terminated by the U.S.
Representatives in accordance with the provisions of Section 5(n) or Section
9(a)(i) hereof, the Company shall reimburse the U.S. Underwriters for all of
their out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the U.S. Underwriters.

SECTION 5. Conditions of U.S. Underwriters' Obligations. The obligations of
the several U.S. Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company delivered pursuant to the
provisions hereof, to the performance by the Company of its covenants and other
obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement. The Registration Statement,
including any Rule 462(b) Registration Statement, has become effective and at
Closing Time no stop order suspending the effectiveness of the Registration
Statement shall have been issued and remain in

15

force under the 1933 Act or proceedings therefor pending or threatened by the
Commission, and any request on the part of the Commission for additional
information shall have been complied with to the reasonable satisfaction of
counsel to the U.S. Underwriters. A prospectus containing the Rule 430A
Information shall have been filed with the Commission in accordance with Rule
424(b) (or a post-effective amendment providing such information shall have been
filed and declared effective in accordance with the requirements of Rule 430A).

(b)  Opinion of Counsel for Company.  At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of each of (i) Wachtell, Lipton, Rosen & Katz, counsel for the Company and
(ii) Steven H. Shapiro, Deputy General Counsel of the Company, in customary form
and covering such matters as the U.S. Underwriters may reasonably request.

(c)  Opinion of Counsel for U.S. Underwriters.  At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Vinson & Elkins L.L.P., counsel for the U.S. Underwriters, together
with signed or reproduced copies of such letter for each of the other U.S.
Underwriters in customary form and covering such matters as the U.S.
Underwriters may reasonably request.

(d)  Officers' Certificate.  At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectuses, any material adverse change in the financial
condition, earnings, business or prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of
business, and the U.S. Representatives shall have received certificates of the
President or a Vice President of the Company and of the chief financial or chief
accounting officer of the Company, dated as of Closing Time, to the effect that
(i) there has been no such material adverse change, (ii) the representations and
warranties in Section 1(a) hereof are true and correct with the same force and
effect as though expressly made at and as of Closing Time, (iii) the Company has
complied in all material respects with all agreements in this Agreement and
satisfied all conditions hereunder on its part to be performed or satisfied at
or prior to Closing Time, and (iv) no stop order suspending the effectiveness of
the Registration Statement has been issued and remains in effect and no
proceedings for that purpose are pending or, to the knowledge of the Company,
are contemplated by the Commission.

(e)  Accountant's Comfort Letter.  At the time of the execution of this
Agreement, the U.S. Representatives shall have received from KPMG LLP a letter
dated such date, in form and substance reasonably satisfactory to the U.S.
Representatives, together with signed or reproduced copies of such letter for
each of the other U.S. Underwriters containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectuses.

(f)  Bring-down Comfort Letter.  At the Closing Time, the Representatives
shall have received from KPMG LLP a letter, dated as of Closing Time, to the
effect that it reaffirms the statements made in the letter furnished pursuant to
subsection (e) of this Section, except that the specified date referred to shall
be a date not more than three business days prior to Closing Time.

16

(g)  Approval of Listing.  At the Closing Time, the Securities shall have
been approved for listing on the New York Stock Exchange, subject only to
official notice of issuance.

(h)  No Objection.  The NASD shall have confirmed that it has not raised
any objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements.

(i)  Lock-up Agreements.  At the date of this Agreement, the U.S.
Representatives shall have received (i) an agreement substantially in the form
of Exhibit B hereto signed by the persons listed on Schedule C hereto and (ii)
an agreement substantially in the form of Exhibit C hereto signed by Parent.

(j)  Purchase of Initial International Securities.  Contemporaneously with
the purchase by the U.S. Underwriters of the Initial U.S. Securities under this
Agreement, the International Managers shall have purchased the Initial
International Securities under the International Purchase Agreement.

(k)  Consummation of the Separation.  The Separation shall have been
consummated to the extent required by and in accordance with the terms and
conditions of the Separation Documents on the Closing Date.

(l)  Conditions to Purchase of U.S. Option Securities.  In the event that
the U.S. Underwriters exercise their option provided in Section 2(b) hereof to
purchase all or any portion of the U.S. Option Securities, the representations
and warranties of the Company contained herein and the statements in any
certificates furnished by the Company hereunder shall be true and correct as of
each Date of Delivery and, at the relevant Date of Delivery, the U.S.
Representatives shall have received:

(i)  Officers' Certificates.  A certificate dated such Date of
Delivery, of the President or a Vice President of the Company and of the
chief financial or chief accounting officer of the Company confirming that
the certificate delivered at the Closing Time pursuant to Section 5(d)
hereof remain true and correct as of such Date of Delivery.

(ii)  Opinion of Counsel for Company.  The favorable opinion of each
of (i) Wachtell, Lipton, Rosen & Katz, counsel for the Company and (ii)
Steven H. Shapiro, Deputy General Counsel of the Company, in form and
substance reasonably satisfactory to counsel for the U.S. Underwriters,
dated such Date of Delivery, relating to the U.S. Option Securities to be
purchased on such Date of Delivery and otherwise to the same effect as the
opinion required by Section 5(b).

(iii)  Opinion of Counsel for U.S. Underwriters.  The favorable
opinion of Vinson & Elkins L.L.P., counsel for the U.S. Underwriters, dated
such Date of Delivery, relating to the U.S. Option Securities to be
purchased on such Date of Delivery and otherwise to the same effect as the
opinion required by Section 5(c) hereof.

(iv)  Bring-down Comfort Letter.  A letter from KPMG LLP, in form and
substance reasonably satisfactory to the U.S. Representatives and dated
such Date of Delivery, substantially in the same form and substance as the
letter furnished to the U.S. Representatives pursuant to Section 5(f)
hereof, except that the "specified date" in the

17

letter furnished pursuant to this paragraph shall be a date not more than
five days prior to such Date of Delivery.

(m)  Additional Documents.  At Closing Time and at each Date of Delivery,
counsel for the U.S. Underwriters shall have been furnished with such documents
as they may reasonably require for the purpose of enabling them to pass upon the
issuance and sale of the Securities as herein contemplated, or in order to
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be reasonably satisfactory in form and substance to
the U.S. Representatives and counsel for the U.S. Underwriters.

(n)  Termination of Agreement.  If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of U.S. Option
Securities on a Date of Delivery which is after the Closing Time, the
obligations of the several U.S. Underwriters to purchase the relevant Option
Securities, may be terminated by the U.S. Representatives by notice to the
Company at any time at or prior to Closing Time or such Date of Delivery, as the
case may be, and such termination shall be without liability of any party to any
other party except as provided in Section 4 and except that Sections 1, 6, 7 and
8 shall survive any such termination and remain in full force and effect.

SECTION 6.  Indemnification.
---------------  

(a)  Indemnification of U.S. Underwriters.  (1) The Company agrees to
indemnify and hold harmless each U.S. Underwriter and each person, if any, who
controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act as follows:

(i)  against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including the Rule 430A Information, or the
omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading
or arising out of any untrue statement or alleged untrue statement of a
material fact included in any preliminary prospectus or the Prospectuses
(or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;

(ii)  against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of (A) the violation of any applicable
laws or regulations of foreign jurisdictions where Reserved Securities have
been offered and (B) any untrue statement or alleged untrue statement of a
material fact included in the supplement or prospectus wrapper material
distributed in foreign jurisdictions in connection with the reservation and
sale of the Reserved Securities to eligible employees and directors of the
Company or the Parent or the omission or alleged omission therefrom of a
material fact

18

necessary to make the statements therein, when considered in conjunction
with the Prospectuses or preliminary prospectuses, not misleading;

(iii)  against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission or in connection with any violation of
the nature referred to in Section 6(a)(1)(ii)(A) hereof; provided that
(subject to Section 6(d) below) any such settlement is effected with the
written consent of the Company; and

(iv)  against any and all expense whatsoever, as incurred (including
the reasonable fees and disbursements of counsel chosen by Merrill Lynch),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission or in connection with any violation of the nature referred to in
Section 6(a)(1)(ii)(A) hereof, to the extent that any such expense is not
paid under (i), (ii) or (iii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company or the
Parent by or on behalf of any Underwriter through the U.S. Representatives
expressly for use in the Registration Statement (or any amendment thereto),
including the Rule 430A Information or any preliminary prospectus or the U.S.
Prospectus (or any amendment or supplement thereto) and provided, further, that
the Company will not be liable to any U.S. Underwriter with respect to any
preliminary prospectus to the extent that any such loss, liability, claim,
damage or expense of such U.S. Underwriter results from the fact that such U.S.
Underwriter sold Securities to a person as to whom the Company shall establish
that there was not sent by commercially reasonable means, at or prior to the
written confirmation of such sale, a copy of the U.S. Prospectus in any case
where such delivery is required by the 1933 Act, if the Company has previously
furnished copies thereof in sufficient quantity to such U.S. Underwriter (in
compliance with Section 3(d) hereof) and the loss, liability, claim, damage or
expense of such U.S. Underwriter results from an untrue statement or omission of
a material fact contained in the preliminary prospectus that was corrected in
the U.S. Prospectus.

(2)  In addition to and without limitation of the Company's obligation to
indemnify Merrill Lynch as an Underwriter, the Company also agrees to indemnify
and hold harmless the Independent Underwriter and each person, if any, who
controls the Independent Underwriter within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, from and against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, incurred as a
result of the Independent Underwriter's participation as a "qualified
independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of
the National Association of Securities Dealers, Inc. in connection with the
offering of the U.S. Securities.

19

(b)  Indemnification of Company, Directors and Officers.  Each U.S.
Underwriter severally agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection
(a)(1) of this Section, as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information or any preliminary U.S. prospectus or the U.S. Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company or the Parent by or on behalf of such U.S.
Underwriter through the U.S. Representatives expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the U.S. Prospectus (or any amendment or supplement thereto).

(c)  Actions against Parties; Notification.  Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a)(1) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances; provided, that, if indemnity is
sought pursuant to Section 6(a)(2), then, in addition to the fees and expenses
of such counsel for the indemnified parties, the indemnifying party shall be
liable for the reasonable fees and expenses of not more than one counsel (in
addition to any local counsel) separate from its own counsel and that of the
other indemnified parties for the Independent Underwriter in its capacity as a
"qualified independent underwriter" and all persons, if any, who control the
Independent Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of 1934 Act in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances if, in the reasonable judgment of the Independent
Underwriter, there may exist a conflict of interest between the Independent
Underwriter and the other indemnified parties. Any such separate counsel for the
Independent Underwriter and such control persons of the Independent Underwriter
shall be designated in writing by the Independent Underwriter. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an

20

unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

(d)  Settlement without Consent if Failure to Reimburse.  If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(1)(iii) effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of
the aforesaid request, (ii) such indemnifying party shall have received notice
of the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

(e)  Indemnification for Reserved Securities.  In connection with the offer
and sale of the Reserved Securities, the Company agrees, promptly upon a request
in writing, to indemnify and hold harmless the Underwriters from and against any
and all losses, liabilities, claims, damages and expenses incurred by them as a
result of the failure of eligible employees and directors of the Company or the
Parent to pay for and accept delivery of Reserved Securities which, by the end
of the first business day following the date of this Agreement, were subject to
a properly confirmed agreement to purchase.

SECTION 7.  Contribution.  If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the U.S. Underwriters on the other hand from the offering of the
Securities pursuant to this Agreement or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the U.S.
Underwriters on the other hand in connection with the statements or omissions,
or in connection with any violation of the nature referred to in Section
6(a)(1)(ii)(A) hereof, which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and the U.S.
Underwriters on the other hand in connection with the offering of the U.S.
Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the U.S.
Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the total underwriting discount received by the U.S.
Underwriters, in each case as set forth on the cover of the U.S. Prospectus,
bear to the aggregate initial public offering price of the U.S. Securities as
set forth on such cover.

The relative fault of the Company on the one hand and the U.S. Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact

21

relates to information supplied by the Company or by the U.S. Underwriters and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission or any violation of the nature
referred to in Section 6(a)(1)(ii)(A) hereof.

The Company and the U.S. Underwriters agree that Merrill Lynch will not
receive any additional benefits hereunder for serving as the Independent
Underwriter in connection with the offering and sale of the U.S. Securities.

The Company and the U.S. Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the U.S. Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no U.S. Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the U.S. Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
U.S. Underwriter has otherwise been required to pay by reason of any such untrue
or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls a U.S.
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such U.S.
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company. The U.S.
Underwriters' respective obligations to contribute pursuant to this Section 7
are several in proportion to the number of Initial U.S. Securities set forth
opposite their respective names in Schedule A hereto and not joint.

SECTION 8.  Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company, the Parent or any of their respective
subsidiaries submitted pursuant hereto, shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of any U.S.
Underwriter or controlling person, or by or on behalf of the Company or the
Parent, and shall survive delivery of the Securities to the U.S. Underwriters.

22

SECTION 9.  Termination of Agreement.

(a)  Termination; General.  The U.S. Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the U.S. Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of the U.S.
Representatives, impracticable to market the Securities or to enforce contracts
for the sale of the Securities, or (iii) if trading in any securities of the
Company or the Parent has been suspended or materially limited by the Commission
or the New York Stock Exchange, or if trading generally on the American Stock
Exchange or the New York Stock Exchange or in the Nasdaq National Market has
been suspended or materially limited, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices have been required, by any of said
exchanges or by such system or by order of the Commission, the National
Association of Securities Dealers, Inc. or any other applicable governmental
authority, or (iv) if a banking moratorium has been declared by either Federal
or New York authorities.

(b)  Liabilities.  If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

SECTION 10.  Default by One or More of the U.S. Underwriters. If one or
more of the U.S. Underwriters shall fail at Closing Time or a Date of Delivery
to purchase the Securities which it or they are obligated to purchase under this
Agreement (the "Defaulted Securities"), the U.S. Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting U.S. Underwriters, or any other underwriters, to purchase all,
but not less than all, of the Defaulted Securities in such amounts as may be
agreed upon and upon the terms herein set forth; if, however, the U.S.
Representatives shall not have completed such arrangements within such 24-hour
period, then:

(a)  if the number of Defaulted Securities does not exceed 10% of the
number of U.S. Securities to be purchased on such date, each of the non-
defaulting U.S. Underwriters shall be obligated, severally and not jointly, to
purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of all
non-defaulting U.S. Underwriters, or

(b)  if the number of Defaulted Securities exceeds 10% of the number of
U.S. Securities to be purchased on such date, this Agreement or, with respect to
any Date of Delivery which occurs after the Closing Time, the obligation of the
U.S. Underwriters to purchase and of

23

the Company to sell the Option Securities to be purchased and sold on such Date
of Delivery shall terminate without liability on the part of any non-defaulting
U.S. Underwriter.

No action taken pursuant to this Section shall relieve any defaulting U.S.
Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of
this Agreement or, in the case of a Date of Delivery which is after the Closing
Time, which does not result in a termination of the obligation of the U.S.
Underwriters to purchase and the Company to sell the relevant U.S. Option
Securities, as the case may be, either the U.S. Representatives or the Company
shall have the right to postpone Closing Time or the relevant Date of Delivery,
as the case may be, for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or Prospectus or in any other
documents or arrangements. As used herein, the term "U.S. Underwriter" includes
any person substituted for a U.S. Underwriter under this Section 10.

SECTION 11.  Notices.  All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the U.S.
Underwriters shall be directed to the U.S. Representatives at North Tower, World
Financial Center, New York, New York 10281-1201, attention of .; notices to the
Company shall be directed to it at ., attention of .; and notices to the Parent
shall be directed to it at ., attention of ..

SECTION 12.  Parties.  This Agreement shall each inure to the benefit of
and be binding upon the U.S. Underwriters, the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the U.S.
Underwriters, the Company and its respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the U.S. Underwriters, the Company and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any U.S.
Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 13.  GOVERNING LAW AND TIME.  THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 14.  Effect of Headings.  The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

24

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the U.S. Underwriters and the Company in accordance with its terms.

Very truly yours,

FMC TECHNOLOGIES, INC.

By_________________________________

Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
CREDIT SUISSE FIRST BOSTON CORPORATION
SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By____________________________________________
Authorized Signatory

For themselves and as U.S. Representatives of the
other U.S. Underwriters named in Schedule A hereto.

25

Exhibit 1.2
________________________________________________________________________________
________________________________________________________________________________

FORM OF
INTERNATIONAL PURCHASE AGREEMENT
FMC TECHNOLOGIES, INC.

(a Delaware corporation)

2,210,000 Shares of Common Stock

Dated: June __, 2001

________________________________________________________________________________
________________________________________________________________________________

TABLE OF CONTENTS

Section 1.     Representations and Warranties.................................   3
(a)       Representations and Warranties by the Company..................   3
(b)       Officer's Certificates.........................................  11

Section 2.     Sale and Delivery to International Managers; Closing...........  11
(a)       Initial Securities.............................................  11
(b)       Option Securities..............................................  11
(c)       Payment........................................................  11
(d)       Denominations; Registration....................................  12
(e)       Appointment of Qualified Independent Underwriter...............  12

Section 3.     Covenants of the Company.......................................  12
(a)       Compliance with Securities Regulations and Commission Requests.  12
(b)       Filing of Amendments...........................................  13
(c)       Delivery of Registration Statements............................  13
(d)       Delivery of Prospectuses.......................................  13
(e)       Continued Compliance with Securities Laws......................  14
(f)       Blue Sky Qualifications........................................  14
(g)       Rule 158.......................................................  14
(h)       Use of Proceeds................................................  14
(i)       Listing........................................................  14
(j)       Restriction on Sale of Securities..............................  14
(k)       Reporting Requirements.........................................  15
(l)       Compliance with NASD Rules.....................................  15

Section 4.     Payment of Expenses............................................  15
(a)       Expenses.......................................................  15
(b)       Termination of Agreement.......................................  16

Section 5.     Conditions of International Managers' Obligations..............  16
(a)       Effectiveness of Registration Statement........................  16
(b)       Opinion of Counsel for Company.................................  16
(c)       Opinion of Counsel for International

Managers..................  16
(d)       Officers' Certificate..........................................  17
(e)       Accountant's Comfort Letter....................................  17
(f)       Bring-down Comfort Letter......................................  17
(g)       Approval of Listing............................................  17
(h)       No Objection...................................................  17
(i)       Lock-up Agreements.............................................  17
(j)       Purchase of Initial U.S. Securities............................  17
(k)       Consummation of the Separation.................................  18
(l)       Conditions to Purchase of International Option Securities......  18
(m)       Additional Documents...........................................  18
(n)       Termination of Agreement.......................................  19

i

Section 6.     Indemnification................................................  19
(a)       Indemnification of International Managers......................  19
(b)       Indemnification of Company, Directors and Officers.............  20
(c)       Actions against Parties; Notification..........................  21
(d)       Settlement without Consent if Failure to Reimburse.............  21
(e)       Indemnification for Reserved Securities........................  22

Section 7.     Contribution...................................................  22

Section 8.     Representations, Warranties and Agreements to Survive Delivery.  23

Section 9.     Termination of Agreement.......................................  23
(a)       Termination; General...........................................  23
(b)       Liabilities....................................................  24

Section 10.    Default by One or More of the International Managers...........  24

Section 11.    Notices........................................................  25

Section 12.    Parties........................................................  25

Section 13.    Governing Law and Time.........................................  25

Section 14.    Effect of Headings.............................................  25

ii

FMC TECHNOLOGIES, INC.

(a Delaware corporation)

2,210,000 Shares of Common Stock

(Par Value $.01 Per Share)

INTERNATIONAL PURCHASE AGREEMENT

MERRILL LYNCH INTERNATIONAL
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
SALOMON BROTHERS INTERNATIONAL LIMITED
BANC OF AMERICA SECURITIES LIMITED
as Lead Managers of the several International Managers
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Ladies and Gentlemen:

FMC TECHNOLOGIES, INC., a Delaware corporation (the "Company") and a
subsidiary of FMC Corporation, a Delaware corporation (the "Parent") confirms
its agreement with Merrill Lynch International ("Merrill Lynch") and each of the
other international underwriters named in Schedule A hereto (collectively, the
"International Managers", which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), for whom Merrill
Lynch, Credit Suisse First Boston (Europe) Limited, Salomon Brothers
International Limited and Banc of America Securities Limited are acting as
representatives (in such capacity, the "Lead Managers"), with respect to the
issue and sale by the Company and the purchase by the International Managers,
acting severally and not jointly, of the respective numbers of shares of Common
Stock, par value $.01 per share, of the Company ("Common Stock") set forth in
said Schedule A, and with respect to the grant by the Company to the
International Managers, acting severally and not jointly, of the option
described in Section 2(b) hereof to purchase all or any part of 331,500
additional shares of Common Stock to cover over-allotments, if any. The
aforesaid 2,210,000 shares of Common Stock (the "Initial International
Securities") to be purchased by the International Managers and all or any part
of the 331,500 shares of Common Stock subject to the option described in Section
2(b) hereof (the "International Option Securities") are hereinafter called,
collectively, the "International Securities."

It is understood that the Company is concurrently entering into an
agreement dated the date hereof (the "U.S. Purchase Agreement") providing for
the offering by the Company of an aggregate of 8,840,000 shares of Common Stock
(the "Initial U.S. Securities") through arrangements with certain underwriters
in the United States and Canada (the "U.S.

1

Underwriters") for which Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Credit Suisse First Boston Corporation, Salomon Smith Barney, Inc. and Banc of
America Securities LLC are acting as representatives (the "U.S.
Representatives") and the grant by the Company to the U.S. Underwriters, acting
severally and not jointly, of an option to purchase all or any part of the U.S.
Underwriters' pro rata portion of up to 1,326,000 additional shares of Common
Stock solely to cover over-allotments, if any (the "U.S. Option Securities" and,
together with the International Option Securities, the "Option Securities"). The
Initial U.S. Securities and the U.S. Option Securities are hereinafter called
collectively the "U.S. Securities." It is understood that the Company is not
obligated to sell and the International Managers are not obligated to purchase,
any Initial International Securities unless all of the Initial U.S. Securities
are contemporaneously purchased by the U.S. Underwriters.

The International Managers and the U.S. Underwriters are hereinafter
collectively called the "Underwriters," the Initial International Securities and
the Initial U.S. Securities are hereinafter collectively called the "Initial
Securities," and the International Securities and the U.S. Securities are
hereinafter collectively called the "Securities."

The Underwriters will concurrently enter into an Intersyndicate Agreement
of even date herewith (the "Intersyndicate Agreement") providing for the
coordination of certain transactions among the Underwriters under the direction
of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (in
such capacity, the "Global Coordinator").

The Company understands that the International Managers propose to make a
public offering of the International Securities as soon as the Lead Manager
deems advisable after this Agreement has been executed and delivered.

The Company and the U.S. Underwriters agree that up to _______ shares of
the Initial U.S. Securities to be purchased by the U.S. Underwriters and that up
to _______ shares of the Initial International Securities to be purchased by the
International Managers (collectively, the "Reserved Securities") shall be
reserved for sale by the Underwriters to certain eligible employees and
directors of the Company or the Parent, as part of the distribution of the
Securities by the Underwriters, subject to the terms of this Agreement, the
applicable rules, regulations and interpretations of the National Association of
Securities Dealers, Inc. and all other applicable laws, rules and regulations.
To the extent that such Reserved Securities are not orally confirmed for
purchase by such eligible employees or directors of the Company or the Parent by
the end of the first business day after the date of this Agreement, such
Reserved Securities may be offered to the public as part of the public offering
contemplated hereby.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-55920) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will
prepare and file a prospectus in accordance with the provisions of Rule 430A
("Rule 430A") of the rules and regulations of the Commission under the 1933 Act
(the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of
the 1933 Act Regulations. Two forms of prospectus are to be used in connection
with the offering and sale of the Securities: one relating to the International
Securities (the "Form of International

2

Prospectus") and one relating to the U.S. Securities (the "Form of U.S.
Prospectus"). The Form of International Prospectus is identical to the Form of
U.S. Prospectus, except for the front cover and back cover pages and the
information under the caption "Underwriting." The information included in any
such prospectus that was omitted from such registration statement at the time it
became effective but that is deemed to be part of such registration statement at
the time it became effective pursuant to paragraph (b) of Rule 430A is referred
to as "Rule 430A Information." Each Form of International Prospectus and Form of
U.S. Prospectus used before such registration statement became effective, and
any prospectus that omitted, as applicable, the Rule 430A Information that was
used after such effectiveness and prior to the execution and delivery of this
Agreement, is herein called a "preliminary prospectus." Such registration
statement, including the exhibits thereto and schedules thereto at the time it
became effective and including the Rule 430A Information is herein called the
"Registration Statement." Any registration statement filed pursuant to Rule
462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b)
Registration Statement," and after such filing the term "Registration Statement"
shall include the Rule 462(b) Registration Statement. The final Form of U.S.
Prospectus and the final Form of International Prospectus in the forms first
furnished to the Underwriters for use in connection with the offering of the
Securities are herein called the "U.S. Prospectus" and the "International
Prospectus," respectively, and collectively, the "Prospectuses". For purposes of
this Agreement, all references to the Registration Statement, any preliminary
prospectus, the International Prospectus or the U.S. Prospectus or any amendment
or supplement to any of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR").

Section 1.   Representations and Warranties.
------------------------------ 

(a) Representations and Warranties by the Company. The Company
represents and warrants to each International Manager as of the date hereof, as
of the Closing Time referred to in Section 2(c) hereof, and as of each Date of
Delivery (if any) referred to in Section 2(b) hereof, and agrees with each
International Manager, as follows, provided that for purposes of the foregoing
representations and warranties, any references therein to the business, assets,
earnings, losses, properties, liabilities, contracts, agreements, obligations,
instruments or subsidiaries of the Company means the business, assets, earnings,
losses, properties, liabilities, contracts, agreements, obligations, instruments
or subsidiaries that have been or will be transferred to the Company pursuant to
the Separation, as defined in the Separation and Distribution Agreement (the
"Separation Agreement") dated as of May 31, 2001 by and between the Parent and
the Company (collectively, the "Business"):

(i) Compliance with Registration Requirements. Each of the
Registration Statement and any Rule 462(b) Registration Statement has
become effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement or any Rule 462(b)
Registration Statement has been issued and remains in effect under the
1933 Act and no proceedings for that purpose are pending or, to the
knowledge of the Company, are contemplated by the Commission, and any
request on the part of the Commission for additional information has
been complied with.

3

At the respective times the Registration Statement, any Rule
462(b) Registration Statement and any post-effective amendments
thereto became effective and at the Closing Time (and, if any
International Option Securities are purchased, at the Date of
Delivery), the Registration Statement, the Rule 462(b) Registration
Statement and any amendments and supplements thereto complied and will
comply in all material respects with the requirements of the 1933 Act
and the 1933 Act Regulations and did not and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and the Prospectuses, any preliminary
prospectuses and any supplement thereto or prospectus wrapper prepared
in connection therewith, at their respective times of issuance and at
the Closing Time, complied and will comply in all material respects
with any applicable laws or regulations of foreign jurisdictions in
which the Prospectuses and such preliminary prospectuses, as amended
or supplemented, if applicable, are distributed in connection with the
offer and sale of International Securities. Neither of the
Prospectuses nor any amendments or supplements thereto (including any
prospectus wrapper), at the time the Prospectuses or any amendments or
supplements thereto were issued and at the Closing Time (and, if any
International Option Securities are purchased, at the Date of
Delivery), included or will include an untrue statement of a material
fact or omitted or will omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The
representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement, the
Prospectuses or any amendments or supplements to the Registration
Statement or Prospectuses or any prospectus wrapper made in reliance
upon and in conformity with information furnished to the Company or
the Parent in writing by or on behalf of any International Manager
through the International Representatives expressly for use in the
Registration Statement, the Prospectuses or any amendments or
supplements to the Registration Statement or Prospectuses or any
prospectus wrapper.

Each preliminary prospectus and the prospectuses filed as part
of the Registration Statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
complied when so filed in all material respects with the 1933 Act
Regulations and each preliminary prospectus and the Prospectuses
delivered to the Underwriters for use in connection with this offering
was identical in all material respects to the electronically
transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

(ii) Independent Accountants. The accountants who certified the
financial statements and supporting schedules included in the
Registration Statement are independent public accountants of the
Company as required by the 1933 Act and the 1933 Act Regulations.

4

(iii) Financial Statements. The combined financial statements
included in the Registration Statement and the Prospectuses, together
with the related schedules and notes, present fairly in all material
respects the financial position of the Company and its subsidiaries
(after giving effect to the Separation (as defined herein)) at the
dates indicated and the statement of operations, stockholders' equity
and cash flows of the Company and its consolidated subsidiaries (after
giving effect to the Separation (as defined herein)) for the periods
specified; said financial statements have been prepared in conformity
with generally accepted accounting principles in the United States
("GAAP") applied on a consistent basis throughout the periods involved
(except as set forth in the notes thereto). The supporting schedules
included in the Registration Statement present fairly in all material
respects in accordance with GAAP the information required to be stated
therein. The selected financial data and the summary financial
information included in the Prospectuses present fairly the
information shown therein and have been compiled on a basis consistent
with that of the audited financial statements included in the
Registration Statement.

(iv) No Material Adverse Change in Business. Since the
respective dates as of which information is given in the Registration
Statement and the Prospectuses, except as otherwise stated therein,
(A) there has been no material adverse change in the financial
condition, earnings, business or prospects of the Company and its
subsidiaries considered as one enterprise (after giving effect to the
Separation), whether or not arising in the ordinary course of business
(a "Material Adverse Effect"), (B) there has been no transaction
entered into by the Company or any of its subsidiaries or otherwise
with respect to the Business, other than those in the ordinary course
of business, which is material with respect to the Company and its
subsidiaries considered as one enterprise, and (C) there has been no
dividend or distribution of any kind declared, paid or made by the
Company on any class of its capital stock.

(v) Good Standing of the Company. The Company has been duly
organized and is validly existing as a corporation in good standing
under the laws of the State of Delaware and has corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectuses and to enter into and
perform its obligations under this Agreement; and the Company is duly
qualified as a foreign corporation to transact business and is in good
standing in each other jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure so to qualify or to
be in good standing could not reasonably be expected to result in a
Material Adverse Effect.

(vi) Good Standing of Subsidiaries. Each "significant
subsidiary" of the Company (as such term is defined in Rule 1-02 of
Regulation S-X) (each a "Subsidiary" and, collectively, the
"Subsidiaries") has been duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the

5

Prospectuses and is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except
where the failure so to qualify or to be in good standing could not
reasonably be expected to result in a Material Adverse Effect; except
as otherwise disclosed in the Registration Statement, all of the
issued and outstanding capital stock of each such Subsidiary has been
duly authorized and validly issued, is fully paid and non-assessable
and upon consummation of the Separation will be, owned by the Company,
directly or through subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity; none
of the outstanding shares of capital stock of any Subsidiary was
issued in violation of the preemptive or similar rights of any
securityholder of such Subsidiary. The only subsidiaries of the
Company upon consummation of the Separation will be (a) the
subsidiaries listed on Exhibit 21 to the Registration Statement and
(b) certain other subsidiaries none of which, when combined with all
other such subsidiaries, would constitute a "significant subsidiary"
as defined in Rule 1-02 of Regulation S-X.

(vii) Capitalization. The authorized, issued and outstanding
capital stock of the Company as of the Closing Time, after giving
effect to the sale of the Initial Securities pursuant to the
Prospectuses, is as set forth in the Prospectuses under the caption
"Capitalization" (except for preferred share purchase rights or
subsequent issuances, if any, pursuant to this Agreement, pursuant to
reservations, agreements or employee benefit plans referred to in the
Prospectuses or pursuant to the exercise of convertible securities or
options referred to in the Prospectuses). The shares of issued and
outstanding capital stock of the Company have been duly authorized and
validly issued and are fully paid and non-assessable; none of the
outstanding shares of capital stock of the Company was issued in
violation of the preemptive or other similar rights of any
securityholder of the Company.

(viii) Authorization of Agreement. This Agreement and the U.S.
Purchase Agreement have been duly authorized, executed and delivered
by the Company.

(ix) Separation Agreements. Each of the Separation Agreement and
each of the Transition Services Agreement dated as of May 31, 2001,
the Employee Benefits Agreement dated as of May 30, 2001, and the Tax
Sharing Agreement dated as of May 31, 2001, by and between the Company
and the Parent (together with the Separation Agreement, the
"Separation Documents"), has been duly authorized, executed and
delivered by the Company and the Parent and constitutes a legally
valid and binding agreement of the Company and the Parent, enforceable
against the Company and the Parent in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or
at law).

6

(x)  Authorization and Description of Securities.  The Securities
to be purchased by the International Managers and the U.S.
Underwriters from the Company have been duly authorized for issuance
and sale to the International Managers pursuant to this Agreement and
the U.S. Underwriters pursuant to the U.S. Purchase Agreement,
respectively, and, when issued and delivered by the Company pursuant
to this Agreement and the U.S. Purchase Agreement, respectively,
against payment of the consideration set forth herein and the U.S.
Purchase Agreement, respectively, will be validly issued, fully paid
and non-assessable; the description of the Common Stock under the
caption "Description of Capital Stock" contained in the Prospectuses
conforms in all material respects to the rights set forth in the
instruments and statutes defining the same; no holder of the
Securities will be subject to personal liability by reason of being
such a holder; and the issuance of the Securities is not subject to
the preemptive or other similar rights of any securityholder of the
Company.

(xi)  Absence of Defaults and Conflicts.  Neither the Company nor
any of its Subsidiaries is in violation of its charter or by-laws (nor
will any such person be in such violation upon consummation of the
Separation) nor is the Company or any of its subsidiaries in default
in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage,
deed of trust, loan or credit agreement, note, lease or other
agreement or instrument to which the Company or any of its
subsidiaries is a party or by which any of them may be bound, or to
which any of the property or assets of the Company or any of its
subsidiaries is subject (collectively, "Agreements and Instruments")
(nor will any such person be in such default upon consummation of the
Separation) except for such defaults that could not reasonably be
expected to result in a Material Adverse Effect, and the execution,
delivery and performance of this Agreement, the U.S. Purchase
Agreement and the Separation Documents and the consummation of the
transactions contemplated in this Agreement, the U.S. Purchase
Agreement and the Separation Documents and in the Registration
Statement (including the issuance and sale of the Securities and the
use of the proceeds from the sale of the Securities as described in
the Prospectuses under the caption "Use of Proceeds") and compliance
by the Company with its obligations, if any, under this Agreement, the
U.S. Purchase Agreement and the Separation Documents have been duly
authorized by all necessary corporate action and do not and will not,
whether with or without the giving of notice or passage of time or
both, conflict with or constitute a breach of, or default or Repayment
Event (as defined below) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to, the
Agreements and Instruments (except for such conflicts, breaches,
defaults, Repayment Events or liens, charges or encumbrances that
could not reasonably be expected to result in a Material Adverse
Effect, nor will such action result in any violation of (A) the
provisions of the charter or by-laws of the Company or any of its
Subsidiaries or (B) any applicable law, statute, rule, regulation,
judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction
over the Company, the Parent or any of

7

their respective subsidiaries or any of their assets, properties or
operations, except, in the case of clause (B) hereof, for such
violations that could not reasonably be expected to result in a
Material Adverse Effect. As used herein, a "Repayment Event" means any
event or condition which gives the holder of any note, debenture or
other evidence of indebtedness (or any person acting on such holder's
behalf) the right to require the repurchase, redemption or repayment
of all or a portion of such indebtedness by the Company or any of its
subsidiaries.

(xii)  Absence of Labor Dispute.  No labor dispute with the
employees of the Company or any subsidiary exists or, to the knowledge
of the Company, is imminent, and the Company is not aware of any
existing or imminent labor disturbance by the employees of any of its
or any subsidiary's principal suppliers, manufacturers, customers or
contractors, which, in either case, could reasonably be expected to
result in a Material Adverse Effect.

(xiii)  Absence of Proceedings.  Except as described in the
Prospectuses, there is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or
body, domestic or foreign, now pending, or, to the knowledge of the
Company, threatened, against or affecting the Company or any
subsidiary of the Company, which is required to be disclosed in the
Registration Statement (other than as disclosed therein), or which
could reasonably be expected to result in a Material Adverse Effect,
or which could reasonably be expected to materially and adversely
affect the consummation of the transactions contemplated in this
Agreement, the U.S. Purchase Agreement or the Separation Documents or
the performance by the Company of its obligations hereunder or
thereunder; the aggregate of all pending legal or governmental
proceedings to which the Company or any subsidiary of the Company is a
party or of which the Business is the subject which are not described
in the Registration Statement, including ordinary routine litigation
incidental to the business, could not reasonably be expected to result
in a Material Adverse Effect.

(xiv)  Accuracy of Exhibits.  There are no contracts or documents
which are required to be described in the Registration Statement or
the Prospectuses or to be filed as exhibits thereto which have not
been so described and filed as required.

(xv)  Possession of Intellectual Property.  The Company and its
subsidiaries own, possess or hold under license or will own, possess
or hold under license on or prior to the Closing Time, or can acquire
on reasonable terms, adequate patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks, trade
names or other intellectual property (collectively, "Intellectual
Property") necessary to carry on the business currently operated by
them, except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect and neither
the Company, nor any of its subsidiaries, has received any notice or
is otherwise aware of any infringement of or conflict with asserted

8

rights of others with respect to any Intellectual Property or of any
facts or circumstances which would render any Intellectual Property
invalid or inadequate to protect the interest of the Company or any of
its subsidiaries therein, and which infringement or conflict or
invalidity or inadequacy, singly or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.

(xvi)  Absence of Further Requirements.  No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or
agency is necessary or required to be made or obtained by the Company
or its subsidiaries in connection with the contribution of the
Business to the Company pursuant to the Separation Agreement or for
the performance by the Company of its obligations hereunder, in
connection with the offering, issuance or sale of the Securities under
this Agreement and the International Purchase Agreement or the
consummation of the transactions contemplated by this Agreement or the
International Purchase Agreement except (i) such as have been already
obtained or as may be required under the 1933 Act or the 1933 Act
Regulations and foreign or state securities or blue sky laws (ii) such
as have been obtained under the laws and regulations of jurisdictions
outside the United States in which the Reserved Securities are
offered, (iii) such as have been described in the Registration
Statement and (iv) such filings, authorizations, approvals, consents,
licenses, orders, registrations, qualifications or decrees the failure
to make or obtain in connection with the contribution of the Business
to the Company pursuant to the Separation Agreement could not
reasonably be expected to have a Material Adverse Effect.

(xvii)  Possession of Licenses and Permits.  The Company and its
subsidiaries possess or will possess on or prior to the Closing Time
such permits, licenses, approvals, consents and other authorizations
(collectively, "Governmental Licenses") issued by the appropriate
federal, state, local or foreign regulatory agencies or bodies
necessary to conduct their respective businesses except where the
failure to so possess such Governmental Licenses could not reasonably
be expected to result in a Material Adverse Effect; the Company and
its respective subsidiaries are in compliance with the terms and
conditions of all such Governmental Licenses, except where the failure
so to comply would not, singly or in the aggregate, have a Material
Adverse Effect; all of the Governmental Licenses are valid and in full
force and effect, except when the invalidity of such Governmental
Licenses or the failure of such Governmental Licenses to be in full
force and effect could not reasonably be expected to have a Material
Adverse Effect; and neither the Company nor any of its subsidiaries
has received any notice of proceedings relating to the revocation or
modification of any such Governmental Licenses which, singly or in the
aggregate could reasonably be expected to result in a Material Adverse
Effect.

(xviii)  Title to Property.  The Company and its subsidiaries
have or will have upon consummation of the Separation good and
marketable title to all real property owned by the Company and its
subsidiaries as described in the Prospectuses and good title to all
other properties owned by the Company or its

9

subsidiaries as described in the Prospectuses, in each case, free and
clear of all mortgages, pledges, liens, security interests, claims,
restrictions or encumbrances of any kind except such as (a) are
described in the Prospectuses or (b) could not, singly or in the
aggregate, reasonably be expected to have a Material Adverse Effect;
and all of the leases and subleases material to the Business are in
full force and effect, and neither the Company nor any of its
subsidiaries has any notice of any material claim of any sort that has
been asserted by anyone adverse to the rights of the Company or any of
its subsidiaries under any of the leases or subleases mentioned above,
or affecting or questioning the rights of the Company or such
subsidiaries to the continued possession of the leased or subleased
premises under any such lease or sublease.

(xix) Investment Company Act. The Company is not, and upon the
issuance and sale of the Securities as herein contemplated and the
application of the net proceeds therefrom as described in the
Prospectuses and the consummation of the Separation will not be, an
"investment company" or an entity "controlled" by an "investment
company" as such terms are defined in the Investment Company Act of
1940, as amended (the "1940 Act").

(xx) Environmental Laws. Except as described in the Prospectuses
and except as could not, singly or in the aggregate, reasonably be
expected to result in a Material Adverse Effect, (A) neither the
Company nor any of its subsidiaries is in violation of any applicable
federal, state, local or foreign statute, law, rule, regulation,
ordinance, code, judicial or administrative order, consent, decree or
judgment, relating to pollution or protection of human health, the
environment (including, without limitation, ambient air, surface
water, groundwater, land surface or subsurface strata) or wildlife,
including, without limitation, laws and regulations relating to the
release or threatened release of chemicals, pollutants, contaminants,
wastes, toxic substances, hazardous substances, petroleum or petroleum
products (collectively, "Hazardous Materials") or to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials (collectively, "Environmental
Laws"), (B) the Company and its subsidiaries have or will have on or
prior to the Closing Time all permits, authorizations and approvals
required under any applicable Environmental Laws and are or will be on
or prior to the Closing Time, each in compliance with their
requirements, (C) there are no pending or, to the knowledge of the
Company, threatened administrative, regulatory or judicial actions,
suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigation or proceedings relating to
any Environmental Law against the Company or any of its subsidiaries
or the Business, and (D) there are no events or circumstances that are
reasonably expected to form the basis of an order for clean-up or
remediation, or an action, suit or proceeding by any private party or
governmental body or agency, against or affecting the Company or any
of its subsidiaries relating to Hazardous Materials or any
Environmental Laws.

(xxi) Registration Rights. Except as disclosed in the
Prospectuses, there are no persons with registration rights or other
similar rights to have any securities

10

registered pursuant to the Registration Statement or otherwise
registered by the Company under the 1933 Act.

(b)   Officer's Certificates. Any certificate signed by any officer of
the Company delivered to the Global Coordinator, the Lead Managers or to counsel
for the International Managers, shall be deemed a representation and warranty by
the Company to each International Manager as to the matters covered thereby.

Section 2. Sale and Delivery to International Managers; Closing.

(a)   Initial Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each International Manager, severally and
not jointly, and each International Manager, severally and not jointly, agrees
to purchase from the Company, at the price per share set forth in Schedule B,
the number of Initial International Securities set forth in Schedule A opposite
the name of such International Manager, plus any additional number of Initial
International Securities which such International Manager may become obligated
to purchase pursuant to the provisions of Section 10 hereof.

(b) Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants an option to the
International Managers, severally and not jointly, to purchase up to an
additional 331,500 shares of Common Stock at the price per share set forth in
Schedule B, less an amount per share equal to any dividends or distributions
declared by the Company and payable on the Initial International Securities but
not payable on the International Option Securities. The option hereby granted
will expire 30 days after the date hereof and may be exercised in whole or in
part from time to time only for the purpose of covering over-allotments which
may be made in connection with the offering and distribution of the Initial
International Securities upon notice by the Global Coordinator to the Company
setting forth the number of International Option Securities as to which the
several International Managers are then exercising the option and the time and
date of payment and delivery for such International Option Securities. Any such
time and date of delivery for the International Option Securities (a "Date of
Delivery") shall be determined by the Global Coordinator, but shall not be later
than seven full business days after the exercise of said option, nor in any
event prior to the Closing Time, as hereinafter defined. If the option is
exercised as to all or any portion of the International Option Securities, each
of the International Managers, acting severally and not jointly, will purchase
that proportion of the total number of International Option Securities then
being purchased which the number of Initial International Securities set forth
in Schedule A opposite the name of such International Manager bears to the total
number of Initial International Securities, subject in each case to such
adjustments as the Global Coordinator in its discretion shall make to eliminate
any sales or purchases of fractional shares.

(c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial International Securities shall be made at the
offices of __________________ Chicago, Illinois, or at such other place as shall
be agreed upon by the Global Coordinator and the Company, at 9:00 A.M. (Eastern
time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time)
on any given day) business day after the date hereof (unless postponed in

11

accordance with the provisions of Section 10), or such other time not later than
ten business days after such date as shall be agreed upon by the Global
Coordinator and the Company (such time and date of payment and delivery being
herein called "Closing Time").

In addition, in the event that any or all of the International Option
Securities are purchased by the International Managers, payment of the purchase
price for, and delivery of certificates for, such International Option
Securities shall be made at the above-mentioned offices, or at such other place
as shall be agreed upon by the Global Coordinator and the Company, on each Date
of Delivery as specified in the notice from the Global Coordinator to the
Company.

Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Lead Managers for the respective accounts of the International Managers of
certificates for the International Securities to be purchased by them. It is
understood that each International Manager has authorized the Lead Managers, for
its account, to accept delivery of, receipt for, and make payment of the
purchase price for, the Initial International Securities and the International
Option Securities, if any, which it has agreed to purchase. Merrill Lynch,
individually and not as representative of the International Managers, may (but
shall not be obligated to) make payment of the purchase price for the Initial
International Securities or the International Option Securities, if any, to be
purchased by any International Manager whose funds have not been received by the
Closing Time or the relevant Date of Delivery, as the case may be, but such
payment shall not relieve such International Manager from its obligations
hereunder.

(d)   Denominations; Registration. Certificates for the Initial
International Securities and the International Option Securities, if any, shall
be in such denominations and registered in such names as the Lead Managers may
request in writing at least one full business day before the Closing Time or the
relevant Date of Delivery, as the case may be. The certificates for the Initial
International Securities and the International Option Securities, if any, will
be made available for examination and packaging by the Lead Managers in The City
of New York not later than 10:00 A.M. (Eastern time) on the business day prior
to the Closing Time or the relevant Date of Delivery, as the case may be.

(e)   Appointment of Qualified Independent Underwriter. The Company
hereby confirms its engagement of Merrill Lynch as, and Merrill Lynch hereby
confirms its agreement with the Company to render services as, a "qualified
independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of
the National Association of Securities Dealers, Inc. with respect to the
offering and sale of the U.S. Securities. Merrill Lynch, solely in its capacity
as qualified independent underwriter and not otherwise, is referred to herein as
the "Independent Underwriter".

Section 3. Covenants of the Company. The Company covenants with each
International Manager as follows:

(a) Compliance with Securities Regulations and Commission Requests.
The Company, subject to Section 3(b), will comply with the requirements of Rule
430A and will notify the Global Coordinator immediately and confirm the notice
in writing, (i) when any post-

12

effective amendment to the Registration Statement shall become effective, or any
supplement to the Prospectuses or any amended Prospectuses shall have been
filed, (ii) of the receipt of any comments from the Commission, (iii) of any
request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectuses or for additional information, and
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Securities for offering or sale in any jurisdiction, or of
the initiation or threatening of any proceedings for any of such purposes. The
Company will promptly effect the filings necessary pursuant to Rule 424(b) and
will take such steps as it deems necessary to ascertain promptly whether the
form of prospectus transmitted for filing under Rule 424(b) was received for
filing by the Commission and, in the event that it was not, it will promptly
file such prospectus. The Company will make every reasonable effort to prevent
the issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.

(b)   Filing of Amendments. The Company will give the Global
Coordinator notice of its intention to file or prepare any amendment to the
Registration Statement (including any filing under Rule 462(b)), or any
amendment, supplement or revision to either the prospectus included in the
Registration Statement at the time it became effective or to the Prospectuses
will furnish the Global Coordinator with copies of any such documents a
reasonable amount of time prior to such proposed filing or use, as the case may
be, and will not file or use any such document to which the Global Coordinator
or counsel for the International Managers shall reasonably object.

(c)   Delivery of Registration Statements. The Company has furnished
or will deliver to the Lead Managers and counsel for the International Managers,
without charge, signed copies of the Registration Statement as originally filed
and of each amendment thereto (including exhibits filed therewith or
incorporated by reference therein) and signed copies of all consents and
certificates of experts and will also deliver to the Lead Managers, without
charge, a conformed copy of the Registration Statement as originally filed and
of each amendment thereto (without exhibits) for each of the International
Managers. The copies of the Registration Statement and each amendment thereto
furnished to the International Managers will be identical in all material
respects to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d)   Delivery of Prospectuses. The Company has delivered to each
International Manager, without charge, as many copies of each preliminary
prospectus as such International Manager reasonably requested, and the Company
hereby consents to the use of such copies for purposes permitted by the 1933
Act. The Company will furnish to each International Manager, without charge,
during the period when the International Prospectus is required to be delivered
under the 1933 Act or the Securities Exchange Act of 1934 (the "1934 Act"), such
number of copies of the International Prospectus (as amended or supplemented) as
such International Manager may reasonably request. The International Prospectus
and any amendments or supplements thereto furnished to the International
Managers will be identical in all material respects to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.

13

(e) Continued Compliance with Securities Laws. The Company will comply
with the 1933 Act and the 1933 Act Regulations so as to permit the completion of
the distribution of the Securities as contemplated in this Agreement, the U.S.
Purchase Agreement and in the Prospectuses. If at any time when a prospectus is
required by the 1933 Act to be delivered in connection with sales of the
Securities, any event shall occur or condition shall exist as a result of which
it is necessary, in the opinion of counsel for the International Managers or for
the Company, to amend the Registration Statement or amend or supplement any
Prospectus in order that the Prospectuses will not include any untrue statements
of a material fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the circumstances existing
at the time it is delivered to a purchaser, or if it shall be necessary, in the
opinion of such counsel, at any such time to amend the Registration Statement or
amend or supplement any Prospectus in order to comply with the requirements of
the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and
file with the Commission, subject to Section 3(b), such amendment or supplement
as may be necessary to correct such statement or omission or to make the
Registration Statement or the Prospectuses comply with such requirements, and
the Company will furnish to the International Managers such number of copies of
such amendment or supplement as the International Managers may reasonably
request.

(f)   Blue Sky Qualifications. The Company will use its best efforts,
in cooperation with the International Managers, to qualify the Securities for
offering and sale under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Global Coordinator may designate and
to maintain such qualifications in effect for a period of not less than one year
from the later of the effective date of the Registration Statement and any Rule
462(b) Registration Statement; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the Securities have been so qualified, the Company will
file such statements and reports as may be required by the laws of such
jurisdiction to continue such qualification in effect for a period of not less
than one year from the effective date of the Registration Statement and any Rule
462(b) Registration Statement.

(g)   Rule 158. The Company will timely file such reports pursuant to
the 1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

(h)   Use of Proceeds. The Company will use the net proceeds received
by it from the sale of the Securities in the manner specified in the
Prospectuses under "Use of Proceeds".

(i)   Listing. The Company will use its best efforts to effect the
listing of the Common Stock (including the Securities) on the New York Stock
Exchange.

(j)   Restriction on Sale of Securities. During a period of 180 days
from the date of the Prospectuses, the Company will not, without the prior
written consent of Merrill Lynch, (i) directly or indirectly, offer, pledge,
sell, contract to sell, sell any option or contract to

14

purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of any share of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or file any registration statement under the 1933 Act with respect
to any of the foregoing or (ii) enter into any swap or any other agreement or
any transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Stock, whether any such swap or
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (A) the Securities to be sold hereunder or under the
U.S. Purchase Agreement, (B) any shares of Common Stock issued by the Company
upon the exercise of an option or warrant or the conversion of a security
outstanding on the date hereof and referred to in the Prospectuses, (C) any
shares of Common Stock issued or options to purchase Common Stock granted
pursuant to existing employee benefit plans of the Company referred to in the
Prospectuses, (D) any shares of Common Stock issued pursuant to any non-employee
director stock plan or dividend reinvestment plan or (E) any options, restricted
stock or other stock-based awards of the Company issued or granted to employees,
officers or directors of the Company in connection with the replacement of 
stock-based awards of Parent or any shares of Common Stock issued upon exercise
of such options or other awards.

(k)  Reporting Requirements.  The Company, during the period when the
Prospectuses are required to be delivered under the 1933 Act or the 1934 Act,
will file all documents required to be filed with the Commission pursuant to the
1934 Act within the time periods required by the 1934 Act and the rules and
regulations of the Commission thereunder.

(l)  Compliance with NASD Rules.  The Company hereby agrees that it
will ensure that the Reserved Securities will be restricted as required by the
National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules
from sale, transfer, assignment, pledge or hypothecation for a period of three
months following the date of this Agreement. The Underwriters will notify the
Company as to which persons will need to be so restricted. At the request of the
Underwriters, the Company will direct the transfer agent to place a stop
transfer restriction upon such securities for such period of time. Should the
Company release, or seek to release, from such restrictions any of the Reserved
Securities, the Company agrees to reimburse the Underwriters for any reasonable
expenses (including, without limitation, legal expenses) they incur in
connection with such release.

Section 4.  Payment of Expenses.

(a)  Expenses.  The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, printing and delivery to the Underwriters of this
Agreement, any Agreement among Underwriters and such other documents as may be
required in connection with the offering, purchase, sale, issuance or delivery
of the Securities, (iii) the preparation, issuance and delivery of the
certificates for the Securities to the Underwriters, including any stock or
other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Securities to the Underwriters and the transfer of
the Securities between the U.S. Underwriters and the International Managers,
(iv) the fees and

15

disbursements of the Company's counsel, accountants and other advisors, (v) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus and of the Prospectuses and any amendments or supplements
thereto, (vii) the preparation, printing and delivery to the Underwriters of
copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and
expenses of any transfer agent or registrar for the Securities, (ix) the filing
fees incident to, and the reasonable fees and disbursements of counsel to the
Underwriters in connection with, the review by the NASD of the terms of the sale
of the Securities, (x) the fees and expenses incurred in connection with the
listing of the Securities on the New York Stock Exchange, (xi) all costs and
expenses of the Underwriters, including the fees and disbursements of counsel
for the Underwriters, in connection with matters related to the Reserved
Securities which are designated by the Company for sale to employees and others
having a business relationship with the Company and (xii) the fees and expenses
of the Independent Underwriter.

(b)  Termination of Agreement.  If this Agreement is terminated by the
Lead Managers in accordance with the provisions of Section 5(n) or Section
9(a)(i) hereof, the Company shall reimburse the International Managers for all
of their out-of-pocket expenses, including the reasonable fees and disbursements
of counsel for the International Managers.

Section 5.  Conditions of International Managers' Obligations.  The 
obligations of the several International Managers hereunder are subject to the
accuracy of the representations and warranties of the Company contained in
Section 1 hereof or in certificates of any officer of the Company delivered
pursuant to the provisions hereof, to the performance by the Company of its
covenants and other obligations hereunder, and to the following further
conditions:

(a) Effectiveness of Registration Statement.  The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective and at Closing Time no stop order suspending the effectiveness of the
Registration Statement shall have been issued and remain in force under the 1933
Act or proceedings therefor pending or threatened by the Commission, and any
request on the part of the Commission for additional information shall have been
complied with to the reasonable satisfaction of counsel to the International
Managers. A prospectus containing the Rule 430A Information shall have been
filed with the Commission in accordance with Rule 424(b) (or a post-effective
amendment providing such information shall have been filed and declared
effective in accordance with the requirements of Rule 430A).

(b)  Opinion of Counsel for Company.  At Closing Time, the Lead
Managers shall have received the favorable opinion, dated as of Closing Time, of
each of (i) Wachtell, Lipton, Rosen & Katz, counsel for the Company and (ii)
Steven H. Shapiro, Deputy General Counsel of the Company, in customary form and
covering such matters as the International Managers may reasonably request.

(c)  Opinion of Counsel for International Managers.  At Closing Time,
the Lead Managers shall have received the favorable opinion, dated as of Closing
Time, of Vinson & Elkins L.L.P., counsel for the International Managers,
together with signed or reproduced copies 

16

of such letter for each of the other International Managers in customary form
and covering such matters as the International Managers may reasonably request.

(d)  Officers' Certificate.  At Closing Time, there shall not have
been, since the date hereof or since the respective dates as of which
information is given in the Prospectuses, any material adverse change in the
financial condition, earnings, business or prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, and the Lead Managers shall have received
certificates of the President or a Vice President of the Company and of the
chief financial or chief accounting officer of the Company, dated as of Closing
Time, to the effect that (i) there has been no such material adverse change,
(ii) the representations and warranties in Section 1(a) hereof are true and
correct with the same force and effect as though expressly made at and as of
Closing Time, (iii) the Company has complied in all material respects with all
agreements in this Agreement and satisfied all conditions hereunder on its part
to be performed or satisfied at or prior to Closing Time, and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued and
remains in effect and no proceedings for that purpose are pending or, to the
knowledge of the Company, are contemplated by the Commission.

(e)  Accountant's Comfort Letter.  At the time of the execution of
this Agreement, the Lead Managers shall have received from KPMG LLP a letter
dated such date, in form and substance reasonably satisfactory to the Lead
Manager, together with signed or reproduced copies of such letter for each of
the other International Managers containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectuses.

(f)  Bring-down Comfort Letter.  At the Closing Time, the Lead
Managers shall have received from KPMG LLP a letter, dated as of Closing Time,
to the effect that it reaffirms the statements made in the letter furnished
pursuant to subsection (e) of this Section, except that the specified date
referred to shall be a date not more than three business days prior to Closing
Time.

(g)  Approval of Listing.  At the Closing Time, the Securities shall
have been approved for listing on the New York Stock Exchange, subject only to
official notice of issuance.

(h)  No Objection.  The NASD shall have confirmed that it has not
raised any objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements.

(i)  Lock-up Agreements.  At the date of this Agreement, the Lead
Managers shall have received (i) an agreement substantially in the form of
Exhibit A hereto signed by the Parent and (ii) an agreement substantially in the
form of Exhibit B signed by the persons listed on Schedule C hereto.

(j)  Purchase of Initial U.S. Securities.  Contemporaneously with the
purchase by the International Managers of the Initial International Securities
under this Agreement, the

17

U.S. Underwriters shall have purchased the Initial U.S. Securities under the
U.S. Purchase Agreement.

(k)  Consummation of the Separation.  The Separation shall have been
consummated to the extent required by and in accordance with the terms and
conditions of the Separation Documents on the Closing Date.

(l)  Conditions to Purchase of International Option Securities.  In
the event that the International Managers exercise their option provided in
Section 2(b) hereof to purchase all or any portion of the International Option
Securities, the representations and warranties of the Company contained herein
and the statements in any certificates furnished by the Company hereunder shall
be true and correct as of each Date of Delivery and, at the relevant Date of
Delivery, the Lead Managers shall have received:

(i)  Officers' Certificate.  A certificate, dated such Date of
Delivery, of the President or a Vice President of the Company and of
the chief financial or chief accounting officer of the Company
confirming that the certificate delivered at the Closing Time pursuant
to Section 5(d) hereof remain true and correct as of such Date of
Delivery.

(ii)  Opinion of Counsel for Company.  The favorable opinion of
each of (i) Wachtell, Lipton, Rosen & Katz, counsel for the Company
and (ii) Steven H. Shapiro, Deputy General Counsel of the Company, in
form and substance reasonably satisfactory to counsel for the
International Managers, dated such Date of Delivery, relating to the
International Option Securities to be purchased on such Date of
Delivery and otherwise to the same effect as the opinion required by
Section 5(b).

(iii)  Opinion of Counsel for International Managers.  The
favorable opinion of Vinson & Elkins L.L.P., counsel for the
International Managers, dated such Date of Delivery, relating to the
International Option Securities to be purchased on such Date of
Delivery and otherwise to the same effect as the opinion required by
Section 5(c) hereof.

(iv)  Bring-down Comfort Letter.  A letter from KPMG LLP, in form
and substance reasonably satisfactory to the Lead Managers and dated
such Date of Delivery, substantially in the same form and substance as
the letter furnished to the Lead Managers pursuant to Section 5(f)
hereof, except that the "specified date" in the letter furnished
pursuant to this paragraph shall be a date not more than five days
prior to such Date of Delivery.

(m)  Additional Documents.  At Closing Time and at each Date of
Delivery, counsel for the International Managers shall have been furnished with
such documents as they may reasonably require for the purpose of enabling them
to pass upon the issuance and sale of the Securities as herein contemplated, or
in order to evidence the accuracy of any of the representations or warranties,
or the fulfillment of any of the conditions, herein contained; and all
proceedings taken by the Company in connection with the issuance and sale of the
Securities as

18

herein contemplated shall be reasonably satisfactory in form and substance to
the Lead Managers and counsel for the International Managers.

(n)  Termination of Agreement.  If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of International
Option Securities, on a Date of Delivery which is after the Closing Time, the
obligations of the several International Managers to purchase the relevant
International Option Securities, may be terminated by the Lead Managers by
notice to the Company at any time at or prior to Closing Time or such Date of
Delivery, as the case may be, and such termination shall be without liability of
any party to any other party except as provided in Section 4 and except that
Sections 1, 6, 7 and 8 shall survive any such termination and remain in full
force and effect.

Section 6.  Indemnification.

(a)  Indemnification of International Managers.  (1) The Company
agrees to indemnify and hold harmless each International Manager and each
person, if any, who controls any International Manager within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i)  against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), including the Rule
430A Information or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact included in
any preliminary prospectus or the Prospectuses (or any amendment or
supplement thereto), or the omission or alleged omission therefrom of
a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading;

(ii)  against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of (A) the violation of
any applicable laws or regulations of foreign jurisdictions where
Reserved Securities have been offered and (B) any untrue statement or
alleged untrue statement of a material fact included in the supplement
or prospectus wrapper material distributed in foreign jurisdictions in
connection with the reservation and sale of the Reserved Securities to
eligible employees and directors of the Company or the Parent or the
omission or alleged omission therefrom of a material fact necessary to
make the statements therein, when considered in conjunction with the
Prospectuses or preliminary prospectuses, not misleading;

(iii)  against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any

19

such untrue statement or omission, or any such alleged untrue
statement or omission or in connection with any violation of the
nature referred to in Section 6(a)(1)(ii)(A) hereof; provided that
(subject to Section 6(d) below) any such settlement is effected with
the written consent of the Company; and

(iv)  against any and all expense whatsoever, as incurred
(including the reasonable fees and disbursements of counsel chosen by
Merrill Lynch), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission or in connection with
any violation of the nature referred to in Section 6(a)(1)(ii)(A)
hereof, to the extent that any such expense is not paid under (i),
(ii) or (iii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company or the
Parent by or on behalf of any International Manager through the Lead Managers
expressly for use in the Registration Statement (or any amendment thereto),
including the Rule 430A Information or any preliminary prospectus or the U.S.
Prospectus (or any amendment or supplement thereto) and provided, further, that
the Company will not be liable to any International Manager with respect to any
preliminary prospectus to the extent that any such loss, liability, claim,
damage or expense of such International Manager results from the fact that such
International Manager sold Securities to a person as to whom the Company shall
establish that there was not sent by commercially reasonable means, at or prior
to the written confirmation of such sale, a copy of the International Prospectus
in any case where such delivery is required by the 1933 Act, if the Company has
previously furnished copies thereof in sufficient quantity to such International
Manager (in compliance with Section 3(d) hereof) and the loss, liability, claim,
damage or expense of such International Manager results from an untrue statement
or omission of a material fact contained in the preliminary prospectus that was
corrected in the International Prospectus.

(2)  In addition to and without limitation of the Company's obligation to
indemnify Merrill Lynch as an Underwriter, the Company also agrees to indemnify
and hold harmless the Independent Underwriter and each person, if any, who
controls the Independent Underwriter within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, from and against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, incurred as a
result of the Independent Underwriter's participation as a "qualified
independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of
the National Association of Securities Dealers, Inc. in connection with the
offering of the U.S. Securities.

(b) Indemnification of Company, Directors and Officers. Each
International Manager severally agrees to indemnify and hold harmless the
Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Section, as incurred, but only with respect to untrue
statements

20

or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information or any preliminary International Prospectus or the International
Prospectuses (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company or the Parent by or
on behalf of such International Manager through the Lead Managers expressly for
use in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the International Prospectus (or any amendment or supplement
thereto).

(c)   Actions against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall not relieve
it from any liability which it may have otherwise than on account of this
indemnity agreement. In the case of parties indemnified pursuant to Section 6(a)
above, counsel to the indemnified parties shall be selected by Merrill Lynch,
and, in the case of parties indemnified pursuant to Section 6(b) above, counsel
to the indemnified parties shall be selected by the Company. An indemnifying
party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances; provided, that, if indemnity is
sought pursuant to Section 6(a)(2), then, in addition to the fees and expenses
of such counsel for the indemnified parties, the indemnifying party shall be
liable for the reasonable fees and expenses of not more than one counsel (in
addition to any local counsel) separate from its own counsel and that of the
other indemnified parties for the Independent Underwriter in its capacity as a
"qualified independent underwriter" and all persons, if any, who control the
Independent Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of 1934 Act in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances if, in the reasonable judgment of the Independent
Underwriter, there may exist a conflict of interest between the Independent
Underwriter and the other indemnified parties. Any such separate counsel for the
Independent Underwriter and such control persons of the Independent Underwriter
shall be designated in writing by the Independent Underwriter. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

(d)   Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party

21

for fees and expenses of counsel, such indemnifying party agrees that it shall
be liable for any settlement of the nature contemplated by Section 6(a)(1)(iii)
effected without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of the aforesaid request,
(ii) such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.

(e)   Indemnification for Reserved Securities. In connection with the
offer and sale of the Reserved Securities, the Company agrees, promptly upon a
request in writing, to indemnify and hold harmless the Underwriters from and
against any and all losses, liabilities, claims, damages and expenses incurred
by them as a result of the failure of eligible employees and directors of the
Company or the Parent to pay for and accept delivery of Reserved Securities
which, by the end of the first business day following the date of this
Agreement, were subject to a properly confirmed agreement to purchase.

Section 7. Contribution. If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the International Managers on the other hand from the offering of the
International Securities pursuant to this Agreement or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and of the
International Managers on the other hand in connection with the statements or
omissions, or in connection with any violation of the nature referred to in
Section 6(a)(1)(ii)(A) hereof, which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations.

The relative benefits received by the Company on the one hand and the
International Managers on the other hand in connection with the offering of the
International Securities pursuant to this Agreement shall be deemed to be in the
same respective proportions as the total net proceeds from the offering of the
International Securities pursuant to this Agreement (before deducting expenses)
received by the Company and the total underwriting discount received by the
International Managers, in each case as set forth on the cover of the
International Prospectus, bear to the aggregate initial public offering price of
the International Securities as set forth on such cover.

The relative fault of the Company on the one hand and the International
Managers on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company or by the International Managers and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission or any violation of the nature referred to in
Section 6(a)(1)(ii)(A) hereof.

22

The Company and the U.S. Underwriters agree that Merrill Lynch will not
receive any additional benefits hereunder for serving as the Independent
Underwriter in connection with the offering and sale of the U.S. Securities.

The Company and the International Managers agree that it would not be just
and equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation (even if the International Managers were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section 7. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 7 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no International Manager
shall be required to contribute any amount in excess of the amount by which the
total price at which the International Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such International Manager has otherwise been required to pay by
reason of any such untrue or alleged untrue statement or omission or alleged
omission.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an
International Manager within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
International Manager, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall have the same rights to contribution as the Company.
The International Managers' respective obligations to contribute pursuant to
this Section 7 are several in proportion to the number of Initial International
Securities set forth opposite their respective names in Schedule A hereto and
not joint.

Section 8.  Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries submitted
pursuant hereto, shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of any International Manager or
controlling person, or by or on behalf of the Company, and shall survive
delivery of the International Securities to the International Managers.

Section 9.  Termination of Agreement.

(a)  Termination; General.  The Lead Managers may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has

23

been, since the time of execution of this Agreement or since the respective
dates as of which information is given in the Prospectuses, any material adverse
change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of business, or
(ii) if there has occurred any material adverse change in the financial markets
in the United States or the international financial markets, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Lead Managers, impracticable to
market the Securities or to enforce contracts for the sale of the International
Securities, or (iii) if trading in any securities of the Company or the Parent
has been suspended or materially limited by the Commission or the New York Stock
Exchange, or if trading generally on the American Stock Exchange or the New York
Stock Exchange or in the Nasdaq National Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by any of said exchanges or by such system
or by order of the Commission, the National Association of Securities Dealers,
Inc. or any other applicable governmental authority, or (iv) if a banking
moratorium has been declared by either Federal or New York authorities.

(b)  Liabilities.  If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

Section 10.  Default by One or More of the International Managers.  If one
or more of the International Managers shall fail at Closing Time or a Date of
Delivery to purchase the International Securities which it or they are obligated
to purchase under this Agreement (the "Defaulted Securities"), the Lead Manager
shall have the right, within 24 hours thereafter, to make arrangements for one
or more of the non-defaulting International Managers, or any other underwriters,
to purchase all, but not less than all, of the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set forth; if, however,
the Lead Manager shall not have completed such arrangements within such 24-hour
period, then:

(a)  if the number of Defaulted Securities does not exceed 10% of the
number of International Securities to be purchased on such date, each of
the non-defaulting International Managers shall be obligated, severally and
not jointly, to purchase the full amount thereof in the proportions that
their respective underwriting obligations hereunder bear to the
underwriting obligations of all non-defaulting International Managers, or

(b)  if the number of Defaulted Securities exceeds 10% of the number
of International Securities to be purchased on such date, this Agreement
or, with respect to any Date of Delivery which occurs after the Closing
Time, the obligation of the International Managers to purchase and of the
Company to sell the International Option Securities to be purchased and
sold on such Date of Delivery shall terminate without liability on the part
of any non-defaulting International Manager.

24

No action taken pursuant to this Section shall relieve any defaulting
International Manager from liability in respect of its default.

In the event of any such default which does not result in a termination of
this Agreement or, in the case of a Date of Delivery which is after the Closing
Time, which does not result in a termination of the obligation of the
International Managers to purchase and the Company to sell the relevant
International Option Securities, as the case may be, either the Lead Manager or
the Company shall have the right to postpone Closing Time or the relevant Date
of Delivery, as the case may be, for a period not exceeding seven days in order
to effect any required changes in the Registration Statement or Prospectuses or
in any other documents or arrangements. As used herein, the term "International
Manager" includes any person substituted for an International Manager under this
Section 10.

Section 11.  Notices.  All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
International Managers shall be directed to the Lead Manager at North Tower,
World Financial Center, New York, New York 10281-1201, attention of
______________; and notices to the Company shall be directed to it at
______________, attention of _____________.

Section 12.  Parties.  This Agreement shall each inure to the benefit of
and be binding upon the International Managers and the Company and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the International Managers and the Company and their respective successors
and the controlling persons and officers and directors referred to in Sections 6
and 7 and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the International Managers and the
Company and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Securities from
any International Manager shall be deemed to be a successor by reason merely of
such purchase.

Section 13.  Governing Law and Time.  THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

Section 14.  Effect of Headings.  The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

25

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the International Managers and the Company in accordance with its terms.

Very truly yours,

FMC TECHNOLOGIES, INC.

By___________________________
Name:
Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH INTERNATIONAL
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
SALOMON BROTHERS INTERNATIONAL LIMITED
BANC OF AMERICA SECURITIES LIMITED

By_________________________________
Name:
Title:

For themselves and as Lead Managers of the other International Managers
named in Schedule A hereto.

26

Exhibit 1.3
FORMS OF
LOCKUP AGREEMENTS

FMC Corporation Form

. , 2001

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Credit Suisse First Boston Corporation
Salomon Smith Barney Inc.
Banc of America Securities LLC
as U.S. Representatives of the several
U.S. Underwriters to be named in the
within-mentioned U.S. Purchase Agreement
c/o  Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York  10281-1209

Re:  Proposed Public Offering by FMC Technologies, Inc.
--------------------------------------------------

Dear Sirs:

The undersigned, a stockholder of FMC Technologies, Inc., a Delaware
corporation (the "Company"), understands that Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Credit Suisse
First Boston Corporation, Salomon Smith Barney Inc. and Banc of America
Securities LLC propose to enter into a U.S. Purchase Agreement (the "U.S.
Purchase Agreement") with the Company providing for the public offering of
shares (the "Securities") of the Company's common stock, par value $.01 per
share (the "Common Stock").  In recognition of the benefit that such an offering
will confer upon the undersigned as a stockholder of the Company, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with each underwriter to be named in the
U.S. Purchase Agreement that, during a period of 180 days from the date of the
U.S. Purchase Agreement the ("Restricted Period"), the undersigned will not, and
will cause its subsidiaries (other than the Company and its subsidiaries) not
to, without the prior written consent of Merrill Lynch, directly or indirectly,
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer any shares of the
Company's Common Stock or any securities convertible into or exchangeable or
exercisable for Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, or file any registration statement under the
Securities Act of 1933, as amended, with respect to any of the foregoing or (ii)
enter 

1

into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership
of the Common Stock, whether any such swap or transaction is to be settled by
delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, the undersigned and its subsidiaries (other
than the Company and its subsidiaries) may take, or cause to be taken, any
action otherwise prohibited by this letter agreement (i) in connection with the
distribution to its stockholders of all shares of the Common Stock beneficially
owned by the undersigned, whether by spin-off, split-off or a combination
thereof, or (2) the sale of all (but not less than all) shares of the Common
Stock beneficially owned by the undersigned to another person, provided in the
case of clause (2) that such person enters into a letter agreement with Merrill
Lynch substantially similar to this letter agreement pursuant to which such
person agrees to be bound by the restrictions contained herein for the remaining
term of the Restricted Period.

Very truly yours,

Signature:
------------------------------

Print Name:
-----------------------------

2

Officer and Director Form

, 2001

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Credit Suisse First Boston Corporation
Salomon Smith Barney Inc.
Banc of America Securities LLC
as U.S. Representatives of the several
U.S. Underwriters to be named in the
within-mentioned U.S. Purchase Agreement
c/o  Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York  10281-1209

Re:  Proposed Public Offering by FMC Technologies, Inc.
--------------------------------------------------

Dear Sirs:

The undersigned, a stockholder, officer and/or director of FMC
Technologies, Inc., a Delaware corporation (the "Company"), understands that
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and Credit Suisse First Boston Corporation, Salomon Smith
Barney Inc. and Banc of America Securities LLC propose to enter into a U.S.
Purchase Agreement (the "U.S. Purchase Agreement") with the Company providing
for the public offering of shares (the "Securities") of the Company's common
stock, par value $.01 per share (the "Common Stock").  In recognition of the
benefit that such an offering will confer upon the undersigned as a stockholder,
officer and/or director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with each underwriter to be named in the U.S. Purchase
Agreement that, during the Restricted Period (as defined below), the undersigned
will not, without the prior written consent of Merrill Lynch, directly or
indirectly, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant for the sale of, or otherwise dispose of or transfer any shares
of the Company's Common Stock or any securities convertible into or exchangeable
or exercisable for Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, or file any registration statement under the
Securities Act of 1933, as amended, with respect to any of the foregoing or (ii)
enter into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership
of the Common Stock, whether any such swap or transaction is to be settled by
delivery of Common Stock or 

1

other securities, in cash or otherwise. For purposes of this letter agreement
the "Restricted Period" shall mean the period commencing on the date of the U.S.
Purchase Agreement and ending on the earliest of (i) the 180th day following the
date of the U.S. Purchase Agreement, (ii) if the distribution by FMC Corporation
to its stockholders of all shares of the Common Stock beneficially owned by FMC
Corporation (whether by spin-off, split-off or a combination thereof) (the
"Distribution") is consummated prior to the 120th day following the date of the
U.S. Purchase Agreement, the 120th day following the date of the U.S. Purchase
Agreement and (iii) if the Distribution is consummated after the 120th day
following the date of the U.S. Purchase Agreement, the day the Distribution is
consummated.

Notwithstanding the foregoing, any Common Stock acquired by the undersigned
in the open market will not be subject to this Agreement.  In addition,
notwithstanding the foregoing, without obtaining the prior written consent of
Merrill Lynch, the undersigned will be permitted to transfer by gift shares of
Common Stock otherwise subject to this letter agreement to any immediate family
member of the Stockholder or any trust established for the benefit of any such
immediate family member, provided that, prior to such transfer and as a
condition thereof, the transferee shall deliver to Merrill Lynch a written
agreement to be bound by the restrictions set forth herein until the expiration
of the Restricted Period.

Very truly yours,

Signature:
------------------------------

Print Name:
-----------------------------

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

FMC CORPORATION

and

FMC TECHNOLOGIES, INC.

Dated as of May 31, 2001

TABLE OF CONTENTS

Page
----

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

1.1     General..................................................................................................    2
1.2     References to Time.......................................................................................   15

ARTICLE II.  THE CONTRIBUTION.........................................................................................   15

2.1     Contribution.............................................................................................   15
2.2     Conditions Precedent to Consummation of the Contribution.................................................   17
2.3     Certain Foreign Transfers................................................................................   17
2.4     Ancillary Agreements.....................................................................................   18
2.5     Transfers Not Effected Prior to the Separation; Transfers
Deemed Effective as of the Assumption Time...............................................................   19
2.6     Assumption of Debt.......................................................................................   19
2.7     Certificate of Incorporation; By-laws; Rights Plan.......................................................   19

ARTICLE III. THE IPO AND ACTIONS PENDING THE IPO......................................................................   20

3.1     Transactions Prior to the IPO............................................................................   20
3.2     Proceeds.................................................................................................   20
3.3     Costs and Expenses.......................................................................................   20
3.4     Conditions Precedent to Consummation of the IPO..........................................................   20

ARTICLE IV.  THE DISTRIBUTION.........................................................................................   21

4.1     Record Date and Distribution Date........................................................................   21
4.2     The Agent................................................................................................   21
4.3     Delivery of Share Certificates to the Agent..............................................................   21
4.4     Actions Prior to the Distribution........................................................................   21
4.5     The Distribution.........................................................................................   21
4.6     Conditions to Obligations................................................................................   22
4.7     Costs and Expenses.......................................................................................   23
4.8     Satisfaction or Waiver...................................................................................   23

ARTICLE V.   SURVIVAL AND INDEMNIFICATION.............................................................................   23

5.1     Survival of Agreements...................................................................................   23
5.2     Indemnification..........................................................................................   23
5.3     Procedures for Indemnification for Third-Party

Claims....................................................   24
5.4     Remedies Cumulative......................................................................................   25

-i-

ARTICLE VI.   CERTAIN ADDITIONAL COVENANTS..............................................................................   25

6.1      Notices to Third Parties..................................................................................   25
6.2      Licenses and Permits......................................................................................   26
6.3      Intercompany Agreements; Intercompany Accounts............................................................   26
6.4      Guarantee Obligations.....................................................................................   26
6.5      Further Assurances........................................................................................   27
6.6      Qualification as Tax-Free Distribution....................................................................   28
6.7      Non-Solicitation..........................................................................................   28
6.8      Aircraft..................................................................................................   29
6.9      Disposal of ICP...........................................................................................   29

ARTICLE VII.  ACCESS TO INFORMATION.....................................................................................   29

7.1      Agreement for Exchange of Information.....................................................................   29
7.2      Ownership of Information..................................................................................   30
7.3      Compensation for Providing Information....................................................................   30
7.4      Record Retention..........................................................................................   30
7.5      Limitation of Liability...................................................................................   30
7.6      Other Agreements Providing for Exchange of Information....................................................   30
7.7      Production of Witnesses; Records; Cooperation.............................................................   30
7.8      Confidentiality...........................................................................................   31
7.9      Protective Arrangements...................................................................................   32

ARTICLE VIII. NO REPRESENTATIONS OR WARRANTIES..........................................................................   32

8.1      No Representations or Warranties..........................................................................   32

ARTICLE IX.   REGISTRATION RIGHTS.......................................................................................   33

9.1      Demand Registration Rights................................................................................   33
9.2      Piggy-back Registration Rights............................................................................   34
9.3      Registration Procedures...................................................................................   35
9.4      Registration Expenses.....................................................................................   39
9.5      Termination of Registration Obligation....................................................................   39

ARTICLE X.    TERMINATION...............................................................................................   39

10.1     Termination by Mutual Consent.............................................................................   39
10.2     Effect of Termination.....................................................................................   39

ARTICLE XI.   MISCELLANEOUS.............................................................................................   39

11.1     Complete Agreement; Corporate Power.......................................................................   39
11.2     Expenses..................................................................................................   40
11.3     Governing Law.............................................................................................   40
11.4     Notices...................................................................................................   40
11.5     Amendment and Modification................................................................................   40

-ii-

11.6     Successors and Assigns; No Third-Party Beneficiaries......................................................   41
11.7     Counterparts..............................................................................................   41
11.8     Interpretation............................................................................................   41
11.9     Severability..............................................................................................   41
11.10    References; Construction..................................................................................   41
11.11    Conflict with Ancillary Agreements........................................................................   41
11.12    Post Foreign Restructuring Contribution...................................................................   41

ARTICLE XII.  NEGOTIATION...............................................................................................   42

12.1     Negotiation...............................................................................................   42

-iii-

SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT (this "Agreement"), dated
---------
as of May 31, 2001, is by and between FMC CORPORATION, a Delaware corporation
("Parent"), and FMC TECHNOLOGIES, INC., a Delaware corporation and a wholly
------
owned subsidiary of Parent ("Technologies").
------------

RECITALS
--------

WHEREAS, the Board of Directors of Parent has determined that it is in
the best interests of Parent and its stockholders to separate Parent's existing
businesses into two independent companies (the "Separation"), pursuant to the
----------
terms and subject to the conditions set forth in this Agreement;

WHEREAS, to effect the Separation, Parent intends to cause the
transfer to Technologies of certain assets of Parent and its Subsidiaries, and
the assumption by Technologies of certain liabilities of Parent and its
Subsidiaries associated with the assets being transferred, all primarily related
to the Technologies Business (the "Contribution") as contemplated by this
------------
Agreement and the Ancillary Agreements;

WHEREAS, to effect the Separation, Parent further intends to cause
Technologies to offer and sell for its own account in an initial public offering
(the "IPO") an amount of shares of common stock, par value $.01 per share, of
---
Technologies (together with the Technologies Rights, "Technologies Common
-------------------
Stock") that will reduce Parent's beneficial ownership of Technologies Common
-----
Stock to an amount representing not less than 80.1 percent of the total voting
power of Technologies;

WHEREAS, to effect the Separation, Parent, in its discretion, may
complete the Distribution;

WHEREAS, it is the intention of the parties to this Agreement that,
for United States federal income tax purposes, the Distribution shall qualify as
a tax-free spin-off under Section 355 of the Internal Revenue Code of 1986, as
amended (the "Code");
----

WHEREAS, the Boards of Directors of Parent and Technologies have each
determined that the Separation and the Contribution, the IPO, the Distribution
and the other transactions contemplated by this Agreement and the Ancillary
Agreements are in furtherance of and consistent with their respective business
strategies and are in the best interests of their respective companies and
stockholders and have approved this Agreement and the Ancillary Agreements; and

WHEREAS, it is appropriate and desirable to set forth the principal
corporate transactions required to effect the Separation and certain other
agreements that will govern certain matters relating to the Separation and the
Contribution, the IPO and the Distribution and the relationship of Parent and
Technologies and their respective Subsidiaries following the IPO and the
Distribution.

NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, the
parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 General. As used in this Agreement, the following terms
-------
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

Accounts Receivable Facility: the FMC Corporation Securitization
program arising pursuant to the Receivables Purchase Agreement dated as of
November 24, 1999 among FMC Funding Corporation, Parent, Corporation, as a
servicer, CIESCO, L.P., Citibank, N.A. and Citicorp North America, Inc., as
agent, and all documents, agreements and instruments related thereto.

Action: any demand, action, lawsuit, countersuit, arbitration,
inquiry, proceeding or investigation by or before any Governmental Authority or
any arbitration or mediation tribunal.

Actual IPO Proceeds: the proceeds received (priced at the IPO price)
from the underwriters by Technologies as a result of the IPO, net of all out-of-
pocket fees, costs and expenses incurred in connection with completing the
Contribution (including the actual cost of legal entity restructuring, but
excluding Taxes associated with the legal entity restructuring) and IPO
(including, without limitation, the actual cost of legal, audit, actuaries, road
show, travel, printing costs, filing, listing and Blue Sky fees, transfer agent
and registrar costs and all related meeting and travel expenses); provided,
however, that such amount shall not include any proceeds received by
Technologies as a result of the exercise of the over-allotment option, if any.

Actual Underwriters Overallotment Option: means one-half the net
amount that would be received (priced at the IPO price) in connection with the
full exercise of any over-allotment option.

Affiliate: with respect to any specified Person, a Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Person; provided,
--------
however, that, for purposes of this Agreement, no member of either Group shall
-------
be deemed to be an Affiliate of any member of the other Group. As used herein,
"control" means the possession, directly or indirectly, of the power to direct
-------
or cause the direction of the management and policies of such entity, whether
through ownership of voting securities or other interests, by contract or
otherwise.

Agent: the distribution agent to be appointed by Parent to distribute
the shares of Technologies Common Stock pursuant to the Distribution.

Agreement:  as defined in the Recitals hereto.

Amended and Restated By-laws: the Amended and Restated By-laws of
Technologies substantially in the form of Exhibit E hereto, with such changes as
---------
are acceptable to Parent and Technologies.

Amended and Restated Certificate of Incorporation: the Amended and
Restated Certificate of Incorporation of Technologies substantially in the form
of Exhibit D hereto, with such changes as are acceptable to Parent and
---------
Technologies.

Ancillary Agreements: the Benefits Agreement, the Tax Sharing
Agreement, agreements relating to the Foreign Transfers and certain transfers
and assumptions contemplated by Section 2.1(e), the Transition Services
--------------
Agreement, the Trademark License Agreement, the Insurance Proceeds Agreement,
the Subleases related to the property located at 200 East Randolph Drive and 200
West Madison Street, any shared facilities agreements and the other agreements
entered into or to be entered into in connection with the Separation as
contemplated by Article II of this Agreement.
----------

Assets: any and all assets, properties and rights (including goodwill)
of every kind, nature and description, whether real, personal or mixed, tangible
or intangible, accrued, contingent or otherwise, whether now existing or
hereafter acquired, wheresoever situated, and in each case whether or not
recorded or reflected or required to be recorded or reflected on the books and
records or financial statements of any Person, including, without limitation,
the following:

(1)  all cash, cash equivalents, notes, accounts receivable, notes
receivable and mortgages receivable (whether current or non-current);

(2)  all interests in any capital stock or other equity interests, all
rights as a partner or joint venturer or participant, certificates of
deposit, banker's acceptances, bonds, notes, debentures, evidences of
indebtedness, certificates of interest or participation in profit-sharing
agreements, collateral-trust certificates, preorganization certificates or
subscriptions, utility deposits, transferable shares, investment contracts,
voting-trust certificates, fractional undivided interests in oil, gas or
other mineral rights, all loans, advances or other extension of credit or
capital contributions, and all puts, calls, straddles, warrants, options
and other similar rights, and other securities of any kind;

(3)  all Intellectual Property Rights;

(4)  all rights, title and interests in, to and under leases,
subleases, contracts, licenses, permits, registrations, certifications,
distribution arrangements, open purchase orders for raw materials,
supplies, parts or services, unfilled orders for the manufacture and sale
of products, other sales and purchase agreements, confidentiality
agreements, and other agreements and business arrangements;

(5)  all rights, title and interests in, to and under Real Property;

(6)  all leasehold improvements, fixtures, trade fixtures, machinery,
equipment (including transportation and office equipment), tools, dies,
furniture and furnishings;

(7)  all fixtures, machinery, equipment, tools, other inventories of
supplies and spare parts, automobiles, forklifts, other vehicles and
transportation equipment, furniture and office equipment, office supplies,
production supplies, spare parts, other miscellaneous supplies, models,
prototypes, test devices and other tangible assets or properties of any
kind;

(8)  all apparatus, computers and other electronic data processing and
computer equipment and all computer applications, programs and other
software, including operating software, network software, firmware,
middleware, design software, design tools, systems documentation and
instructions;

(9)  all written technical information, data, specifications, research
and development information, engineering drawings, operating and
maintenance manuals, and materials and analyses prepared by consultants and
other third parties;

(10) all raw materials, parts, work-in-process, supplies, finished
goods, consigned goods, products and other inventories;

(11) all deposits, letters of credit, performance and surety bonds,
prepayments and prepaid or advanced payments and expenses, trade accounts
and other accounts and notes receivable;

(12) all rights to causes of action, lawsuits, judgments, claims,
choses in action, all rights under express or implied warranties, all
claims or rights against any Person arising from the ownership of any
Asset, all rights in connection with any bids or offers, all rights of
recovery and all rights of setoff of any kind and demands of any nature, in
each case whether mature, contingent or otherwise, whether in tort,
contract or otherwise, whether arising by way of counterclaim or otherwise;

(13) all rights to receive mail, payments on accounts receivable and
other communications;

(14) all rights under insurance policies and all rights in the nature
of insurance, indemnification or contribution;

(15) all accounting and other files, records and data, including
schematics, books, manuals, technical information and engineering data,
programming information, computerized data, books of account, ledgers,
employment records, lists and files relating to customers, vendors,
suppliers and agents, quality records and reports, research records, cost
information, pricing data, market surveys and marketing know-how, mailing
lists, purchase and sale records and correspondence, advertising and
marketing records, of every kind, whether on paper, microfilm, microfiche,
computer tape or disc, magnetic tape or any other form;

(16) all goodwill as a going concern and other intangible properties;

(17) all rights under employee contracts, including any rights
thereunder to restrict an employee from competing in certain respects; and

(18) all permits, approvals, orders, authorizations, consents,
licenses, certificates, franchises, exemptions of, or filings or
registrations with or issued by, any Governmental Authority in any
jurisdiction, and all pending applications therefor.

Assumption Time: 11:59 p.m.. on May 31, 2001.

Auto Liabilities: all Losses, whether direct or indirect, known or
unknown, current or potential, past, present or future, with respect of bodily
injury, personal injury or property damage arising from or relating to an
automobile of a Discontinued Machinery Business.

Benefits Agreement: the Employee Benefits Agreement, between Parent
and Technologies, substantially in the form of Exhibit A hereto, with such
---------
changes as are acceptable to Parent and Technologies.

Blackout Period: as defined in Section 9.1(b) hereof.
--------------

Business: the Technologies Business or the Parent Business.

Business Day: any day, other than a Saturday or Sunday, or a day on
which banking institutions are authorized or required by law or regulation to
close in Illinois.

Cash: the amount reflected in the cash and marketable accounts of any
company's balance sheet as of any given date.

CERCLA: the Comprehensive Environmental Response, Compensation and
Liability Act, as amended, 42 U.S.C. 9601 et seq.
------
Closed Machinery Businesses: businesses, operations or products
(including related joint ventures and alliances) set forth on Schedule G-1.
------------   

Code: as defined in the Recitals hereto.

Consents: any consents, waivers or approvals from, or notification
requirements to, any third parties.

Contribution: as defined in the Recitals hereto.

Crosby Valve Businesses: as defined on attached Schedule J
----------

Demand: as defined in Section 9.1(a) hereof.
--------------

Demand Registration: as defined in Section 9.1(a) hereof.
--------------

Demand Shares: as defined in Section 9.1(a) hereof.
--------------

Discontinued Machinery Businesses: discontinued businesses, operations
or products (including related joint ventures and alliances) set forth on
Schedule G-2.
------------

Distribution: the distribution of all issued and outstanding shares of
Parent Technologies Shares by means of Spin-Off; a Split-Off; or a combination
of a Spin-Off and a Split-Off.

Distribution Date: the date as of which the Distribution shall be
effected, to be determined by, or under the authority of, the Board of Directors
of Parent consistent with this Agreement.

Distribution Information Statement: as defined in Section 4.4 hereof.
-----------

Environmental Law: any federal, state, local, foreign or international
statute, ordinance, rule, regulation, code, license, permit, authorization,
approval, consent, common law (including tort and environmental nuisance law),
legal doctrine, order, judgment, decree, injunction, requirement or agreement
with any Governmental Authority, now or hereafter in effect relating to health,
safety, pollution or the environment (including ambient air, surface water,
groundwater, land surface or subsurface strata) or to emissions, discharges,
releases or threatened releases of any substance currently or at any time
hereafter listed, defined, designated or classified as hazardous, toxic, waste,
radioactive or dangerous, or otherwise regulated, under any of the foregoing, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of any such substances, including,
without limitation, CERCLA, the Superfund Amendments and Reauthorization Act and
the Resource Conservation and Recovery Act and comparable provisions in state,
local, foreign or international law.

Environmental Liabilities: all Losses, whether direct or indirect,
known or unknown, current or potential, past, present or future: (i) imposed by,
under or pursuant to any Environmental Law, including all Losses related to
Remedial Actions, and all fees, capital costs, disbursements and reasonable out-
of-pocket costs, fees and expenses of counsel, experts, contractors, personnel
and consultants based on, arising out of or otherwise in respect of: (A) the
applicable Business, the Real Property owned by such Business or any other
property owned, operated, used or leased by such applicable Business at any
time; or any other property where such applicable Business contracted or
arranged for disposal at any time; (B) conditions existing on, under, around or
above any such property; and (C) expenditures necessary to cause any such
property or any aspect of the applicable Business to be in compliance with any
and all requirements of Environmental Laws; and (ii) with respect of bodily
injury, personal injury or property damage arising from or relating to Releases
of Hazardous Substances.

Exchange Act: the Securities Exchange Act of 1934, as amended,
together with the rules and regulations promulgated thereunder.

Expected IPO Proceeds: the amount of proceeds received (priced at the
estimated IPO price) from the Underwriters by Technologies as a result of the
IPO, net of all estimated out-of-pocket fees, costs and expenses incurred in
connection with completing the Contribution (including the estimated cost of
legal entity restructuring) and IPO (including, without limitation, the estimate
cost of legal, audit, actuaries, road show, travel, printing costs, filing,
listing and Blue Sky fees, transfer agent and registrar costs, fees and
expenses, expenses, fees and all

related meeting and travel expenses); provided, however, that such amount shall
not include any proceeds received by Technologies as a result of the exercise of
the over-allotment option, if any.

Expected Underwriters Overallotment Option: means one-half the net
amount that would be received (at the estimated IPO price) in connection with
the full exercise of any over-allotment option.

Final Calculation Date: May 3l, 2001.

Financing Facilities: (a) the $250,000,000 Five-Year Credit Agreement,
dated as of April 26, 2001, the Lenders named therein, as Lenders, and Bank of
America Securities, N. A., as Administrative Agent and LC Issuer; and (b) the
$150,000,000 364 Day Credit Agreement, dated as of April 26, 2001, the Lenders
named therein, as Lenders and Banc of America Securities LLC, as Administrative
Agent.

FMC Logo: all trademarks, service marks, and trade names that consist
of only the term "FMC," including stylized versions thereof, and which do not
contain any other words or logos in combination therewith.

Foreign Exchange Contracts: hedge and option arrangements entered into
by Parent in respect of the Technologies Business.

Foreign Exchange Rate: with respect to any currency other than United
States dollars as of any date, the average closing exchange rate at which United
States dollars may be exchanged for such currency (as quoted in the Wall Street
Journal) for the twenty (20) Business Days immediately preceding the day on
which such payment is required to be made.

Foreign Transfer Taxes: Taxes that may be imposed by any jurisdiction
other than the United States or any political subdivision thereof in connection
with the Foreign Transfers on any member of the Technologies Group or the Parent
Group.

Foreign Transfers: as defined in Section 2.3(a) hereof.
--------------

General Liabilities: all Losses, whether direct or indirect, known or
unknown, current or potential, past, present or future, with respect to bodily
injury, personal injury, property damage or other wrongs arising from the
premises or the operations of a Discontinued Machinery Business. General
Liabilities exclude all Liabilities arising out of or in connection with
location of asbestos on the Real Property of Discontinued Machinery Businesses
and also excludes all Environmental Liabilities related to Discontinued
Machinery Businesses.

Governmental Approvals: any notices, reports or other filings to be
made, or any consents, registrations, approvals, licenses, permits or
authorizations to be obtained from, any Governmental Authority, and any
financial instruments or assurances required to be maintained in connection with
such Governmental Approvals.

Governmental Authority: any federal, state, local, foreign or
international court, government, department, commission, board, bureau or
agency, or any other regulatory, administrative or governmental authority,
including the NYSE.

Group: the Parent Group or the Technologies Group.

Hazardous Substances: any substance (including petroleum and petroleum
derivatives and products) that (i) is defined, listed or identified as a
"hazardous waste," "hazardous material" or "hazardous substance" under CERCLA or
the Solid Waste Disposal Act or any analogous state Law or (ii) requires
investigation, removal or remediation under an applicable Environmental Law.

Indemnifiable Losses: all Losses suffered (and not actually reimbursed
by insurance proceeds) by an Indemnitee, including any reasonable out-of-pocket
fees, costs or expenses of enforcing any indemnity hereunder; provided that
--------
"Indemnifiable Losses" shall not include: (i) any special, indirect, incidental,
punitive or consequential damages whatsoever of any Indemnitee, including,
without limitation, damages for lost profits and lost business opportunities,
arising in connection with any Action other than any Action by any Person
(including, without limitation, any Governmental Authority) who is not a party
to this Agreement or an Affiliate or Subsidiary of such a party; or (ii) any
such Losses caused by, resulting from or arising out of the gross negligence,
willful misconduct or fraud of such Indemnitee.

Indemnifying Party: a Person who or which is obligated under this
Agreement to provide indemnification.

Indemnitee: a Person who or which may seek indemnification under this
Agreement.

Indemnity Payment: an amount that an Indemnifying Party is required to
pay to or in respect of an Indemnitee pursuant to Article IV.
----------

Information: all records, books, contracts, instruments, computer data
and other data and information.

Initial Calculation Date: April 30, 2001.

Interest Rate: means Libor plus 100 basis points.

Insurance Proceeds Agreement: the Insurance Proceeds Agreement between
Parent and Technologies, substantially in the form of Exhibit I hereto, with
---------
such changes as are acceptable to Parent and Technologies.

Intellectual Property Rights: (a) all inventions (whether patentable
or unpatentable and whether or not reduced to practice), all improvements
thereto, and all patents, patent applications, and patent disclosures, together
with all reissuances, continuations, continuations-in-part, revisions,
extensions, and reexaminations thereof; (b) all trademarks, service marks, trade
dress, logos, trade names, and corporate names, together with all

translations, adaptations, derivation, and combinations thereof and including
all goodwill associated therewith ("Marks"), including registered and
unregistered Marks and all applications, registrations, and renewals in
connection with the Marks; (c) all copyrightable works, all copyrights, and all
applications, registrations, and renewals in connection therewith, all computer
software (including data and related documentation), all websites as well as
supporting HTML coding and source code, all mask works and all applications,
registrations, and renewals in connection therewith; (d) all trade secrets and
confidential information, including ideas, research and development, know-how,
proprietary processes and formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals; (e) any income, royalties and payments which
accrue as of the IPO Closing or thereafter with respect to any of the foregoing
items, including payments for past, present or future infringements or
misappropriation thereof, the right to sue and recover for past infringements or
misappropriation thereof; (f) any goodwill associated with any of the foregoing;
(g) all other proprietary rights; and (h) all copies and tangible embodiments
thereof (in whatever form or medium).

Intended Offering Notice: as defined in Section 9.2(a) hereof.
--------------

Internal Spin-Off: that certain transaction whereby Intermountain
Research and Development Corporation shall distribute all of the shares of FMC
International A.G. to Parent.

IPO: as defined in the Recitals hereto.

IPO Date: the first day that shares of Technologies Common Stock are
publicly traded on the NYSE.

IPO Registration Statement: the registration statement on Form S-1 of
Technologies under the Securities Act relating to the Technologies Common Stock
to be issued in the IPO.

Liabilities: any and all losses, claims, charges, debts, demands,
actions, causes of action, lawsuits, damages, obligations, payments, costs, fees
and expenses, sums of money, bonds, indemnities and similar obligations,
covenants, contracts, controversies, agreements, promises, omissions,
guarantees, make whole agreements and similar obligations, and other
liabilities, including all contractual obligations, whether absolute or
contingent, inchoate or otherwise, matured or unmatured, liquidated or
unliquidated, accrued or unaccrued, known or unknown, whenever arising, and
including those arising under any law, rule, regulation, Action, threatened or
contemplated Action (including the costs, fees and expenses of demands,
assessments, judgments, settlements and compromises relating thereto and out-of-
pocket attorneys' costs, fees and expenses and any and all costs and expenses
incurred in investigating, preparing or defending against any such Actions or
threatened or contemplated Actions), order or consent decree of any Governmental
Authority or any award of any arbitrator or mediator of any kind, and those
arising under any contract, commitment or undertaking, including those arising
under this Agreement or any Ancillary Agreement, in each case, whether or not
recorded or reflected or required to be recorded or reflected on the books and
records or financial statements of any Person.

Losses: losses, Liabilities, damages, claims, demands, judgments,
fines, penalties, obligations, payments, costs, fees, expenses, Actions or
settlements of any nature or kind, including all reasonable out-of-pocket costs,
fees and expenses (legal, accounting or otherwise as such costs are incurred)
relating thereto.

Non-Technologies Business: any business or operation of the Parent or
a Parent Subsidiary other than a Technologies Business.

Non-Technologies Business Transfer: a transaction whereby a Non-
Technologies Business is transferred to Technologies or a Technologies
Subsidiary.

NYSE: New York Stock Exchange, Inc.

After-Tax Operating Cash Flow: the sum of cash provided by operating
activities of continuing operations, a positive number, or cash required by
operating activities of continuing operations, a negative number, plus cash
provided or less cash required by discontinued operations, plus cash provided or
less cash required by investing activities, all components of which shall be
determined under accounting principles generally accepted in the United States
of America and on a basis consistent with that applied in determining the
amounts included in the Technologies' Combined Statement of Cash Flows for the
three months ended March 31, 2001 included in Technologies' final Registration
Statement on Form S-1.

Parent: as defined in the Recitals hereto.

Parent Assets: all of the Assets owned by Parent or its Subsidiaries,
other than the Technologies Assets.

Parent Business: all businesses and operations (including related
joint ventures and alliances) of Parent, other than the Technologies Business.

Parent Group: Parent and its Subsidiaries other than members of the
Technologies Group.

Parent Indemnitees: Parent, each Affiliate of Parent and each of their
respective Representatives and each of the heirs, executors, successors and
assigns of any of the foregoing.

Parent Liabilities: all of the Liabilities of Parent and its
Subsidiaries, other than the Technologies Liabilities.

Parent Common Stock: shares of Common Stock, par value $.01 per share,
of Parent.

Parent Subsidiaries: all direct and indirect Subsidiaries of Parent
other than Technologies and the Technologies Subsidiaries.

Parent Technologies Shares: all issued and outstanding shares of
Technologies Common Stock owned by Parent or any member of the Parent Group.

Person: an individual, a partnership, a joint venture, a corporation,
a limited liability company, a trust, an unincorporated organization or a
government or any department or agency thereof.

Piggy-back Notice: as defined in Section 9.2(a) hereof.
--------------

Piggy-back Shares: as defined in Section 9.2(a) hereof.
--------------

Pre-Distribution Period: as defined in the Tax Sharing Agreement.

Product Liabilities: all Losses, whether direct or indirect, known or
unknown, current or potential, past, present or future, with respect to bodily
injury, personal injury, property damage or other wrongs arising from the use,
consumption or services related to products of a Discontinued Machinery
Business. Product Liabilities exclude all Liabilities arising out of or in
connection with the use or manufacture of products containing asbestos by a
Discontinued Machinery Businesses.

Real Property: real property of whatever nature, including all
easements and rights of way, servitudes, leases, subleases, permits, licenses,
options and other real property rights and interests, as an owner, mortgagee or
holder of a security interest in real property, lessor, sublessor, lessee,
sublessee or otherwise, and all rights, title and interests in and to all
buildings, fixtures and improvements thereon.

Record Date: the close of business on the date to be determined by the
Board of Directors of Parent as the record date for determining shareholders of
Parent entitled to receive shares of Technologies Common Stock in the
Distribution.

Registrable Shares: as defined in Section 9.3(g) hereof.
--------------

Registration Statement: as defined in Section 9.3 hereof.
-----------

Representative: with respect to any Person, any of such Person's
directors, officers, employees, agents, consultants, advisors, accountants,
attorneys and representatives.

Release: anything defined as a "release" under CERCLA or the Solid
Waste Disposal Act.

Remedial Action: any and all measures necessary to reduce the level of
Hazardous Substances to levels which comply with Remediation Standards.

Remediation Standards: the least stringent standards for performing a
Remedial Action that are required pursuant to Environmental Laws applicable
where the property subject to Remedial Action is based.

SEC: the Securities and Exchange Commission.

Securities Act: the Securities Act of 1933, as amended, together with
the rules and regulations promulgated thereunder.

Separation: as defined in the Recitals to this Agreement.

Shared Facilities: Shared Regional Headquarters and any production
facilities, manufacturing sites, warehouses, distribution centers, sales
offices, data processing centers, administrative offices or other facilities
(whether owned or leased) of Parent or any of its Subsidiaries in which
operations of both the Technologies Business and the Parent Business are
conducted as at the Assumption Time, including, without limitation, those listed
on Schedule A hereto.
----------

Shared Regional Headquarters: regional headquarters of Parent in which
services are provided, as at the Assumption Time, to both the Technologies
Business and the Parent Business set forth on Schedule B hereto.
----------

Spin-Off: a special dividend by Parent of Parent Technologies Shares
on a pro rata basis to holders of shares of Parent Common Stock, other than
shares held in the treasury of Parent.

Split-Off: an exchange offer by Parent in which holders of shares of
Parent Common Stock other than shares held in the treasury of Parent would be
offered the option of tendering all or a portion of their shares of Parent
Common Stock in exchange for Parent Technologies Shares.

Subsidiary: with respect to any specified Person, any corporation or
other legal entity of which such Person or any of its subsidiaries controls or
owns, directly or indirectly, more than 50% of the stock or other equity
interest entitled to vote on the election of members to the board of directors
or similar governing body.

Synthetic Lease: the transactions documented pursuant to the
Participation Agreement, dated as of December 23, 1999 (the "Participation
Agreement"), among FMC Corporation, as Lessee, Select Assets Trust I, as Lessor,
Wilmington Trust Company, not in individual capacity except as expressly stated
therein, but solely as Trustee, Advantage Asset Securitization Corp., as Note
Purchaser, the Various Liquidity Banks party from time to time to the Liquidity
Agreement referred to therein, FBTC Leasing Corp., as Certificate Holder, The
Fuji Bank and Trust Company, as Collateral Agent, and the Liquidity Agent, party
from time to time to the Liquidity Agreement referred to therein and the
Operative Documents (as defined in the Participation Agreement).

Tax: as defined in the Tax Sharing Agreement.

Tax Sharing Agreement: the Tax Sharing Agreement between Parent and
Technologies, substantially in the form of Exhibit B hereto, with such changes
---------  
as are acceptable to Parent and Technologies.

Technologies: as defined in the Recitals hereto.

Technologies Assets: (1) except as expressly provided in the Ancillary
Agreements, all Assets reflected on the Technologies Balance Sheet as set forth
in the IPO Registration Statement or the accounting records supporting the
Technologies Balance Sheet and

all Assets of either Group acquired between December 31, 2000 and the Assumption
Time which would have been included on the Technologies Balance Sheet had they
been owned on December 31, 2000, excluding any Assets sold or otherwise disposed
of on or prior to the Assumption Time; (2) all Assets primarily related to the
Technologies Business at the Assumption Time that are owned, leased, licensed or
held by any member of either Group at the Assumption Time; (3) all Real Property
held by members of either Group primarily used in the Technologies Business; (4)
all of the outstanding shares of all classes of capital stock or similar
interests of the Technologies Subsidiaries to the extent owned by any member of
the Parent Group and the partnership, joint venture, limited liability
companies, limited liability partnerships and other equity interests and
interests in consortia, alliances and similar arrangements primarily related to
the Technologies Business, including, without limitation, those shares of
capital stock and other interests listed on Schedule D; (5) the rights of
----------
Technologies under any insurance policies and insurance contracts as provided in
any Ancillary Agreement; (6) all computers, desks, furniture, equipment and
other assets used primarily by employees of Parent who will become employees of
Technologies pursuant to the Benefits Agreement; (7) all right, title and
interest in and to all Foreign Exchange Contracts entered into in connection
with the Technologies Business; and (8) all right, title and interest in and to
all the Synthetic Lease; (9) all of the Assets listed on Schedule E; provided
----------  --------
that:

(a)    Intellectual Property Rights shall be Technologies Assets in
the form and to the extent provided in Section 2.1(d); and
--------------

(b)    Technologies Assets shall not include the Assets set forth on
Schedule F.
----------

Technologies Balance Sheet: the audited combined balance sheet of
Technologies as of December 31, 2000, and the notes thereto, as set forth in the
IPO Registration Statement.

Technologies Business: (1) all businesses, operations or products
(including related joint ventures and alliances) of the Energy Systems and
Specialty Systems businesses of Parent and its Subsidiaries and Affiliates
(whether or not currently owned, used or occupied by the Parent and its
Subsidiaries or Affiliates) as of December 31, 2000; (2) all Closed Machinery
Businesses; and (3) any business, operation or product line acquired or created
by any member of the Energy Systems and Specialty Systems business at any time
after December 31, 2000.

Technologies Common Stock: as defined in the Recitals to this
Agreement.

Technologies Group: Technologies and the Technologies Subsidiaries.

Technologies Indemnitees: Technologies, each Affiliate of
Technologies and each of their respective Representatives and each of the heirs,
executors, successors and assigns of any of the foregoing.

Technologies Liabilities: (1) except as expressly provided in the
Ancillary Agreements, all Liabilities reflected on the Technologies Balance
Sheet as set forth in the IPO Registration Statement or the accounting records
supporting such Technologies Balance Sheet and all Liabilities of either Group
incurred or arising between December 31, 2000 and the Assumption Time which
would have been included on the Technologies Balance Sheet had they

been incurred or arisen on or prior to December 31, 2000, excluding those
Liabilities (or portions thereof) that have been satisfied, paid or discharged
prior to the Assumption Time; (2) except as expressly provided in the Ancillary
Agreements, all Liabilities relating primarily to or arising primarily from the
Technologies Assets or the Technologies Business, whether incurred or arising
prior to, on or after the Assumption Time; (3) all Liabilities assumed by any
member of the Technologies Group under an express provision of this Agreement or
any Ancillary Agreement; (4) all Auto Liabilities, General Liabilities and
Product Liabilities of any Discontinued Machinery Businesses; and (5) all
Environmental Liabilities primarily related to the Technologies Business, Real
Property transferred to the Technologies Group as part of the Technologies
Assets or any other property owned, operated, used or leased in the course of
operating any Technologies Business at any time or any other property where the
Technologies Business contracted or arranged for disposal at any time (except
that any Environmental Liabilities related to sites where both a Parent Business
and a Technologies Business are liable shall be allocated between such
Businesses, based on the pro rata contribution of each Business); (6) all
--- ----
Liabilities related to or incurred in the manufacture of products of the
Technologies Business sold to Third Parties by any member of either Group; (7)
all Liabilities under the Financing Facilities and the Synthetic Lease; (8)
Liabilities for Taxes in the amount of $8,828,965 in excess of that amount
specifically allocated under the Tax Sharing Agreement; (9) all Liabilities of
the Technologies Group arising under this Agreement; provided, that Technologies
--------
Liabilities shall not, in any event, include the Liabilities set forth on
Schedule H.
----------

Technologies Rights: the preferred share purchase rights of
Technologies to be issued pursuant to the Technologies Rights Plan.

Technologies Rights Plan: the Preferred Share Purchase Rights
Agreement of Technologies, substantially in the form of Exhibit F hereto, with
---------    
such changes as are acceptable to Parent and Technologies.

Technologies Subsidiaries: all direct and indirect Subsidiaries of
Technologies, including foreign subsidiaries of Technologies to be transferred
to or to be formed in connection with the Separation and the Foreign Transfers
and any Subsidiary to be formed on or after the date hereof or Section 2.3
-----------
hereof, including the Subsidiaries set forth on Schedule I hereto.
----------

Third-Party Claim: any claim, lawsuit, derivative suit, arbitration,
inquiry, proceeding or investigation by or before any court, any governmental or
other regulatory or administrative agency or commission or any arbitration
tribunal asserted by a Person who or which is neither a party hereto nor an
Affiliate of a party hereto.

Trademark License Agreement: the Trademark License Agreement between
Parent and Technologies, substantially in the form of Exhibit H, with such
---------      
changes as are acceptable to Parent and Technologies.

Transition Services Agreement: the Transition Services Agreement
between Parent and Technologies, substantially in the form of Exhibit C hereto,
---------
with such changes as are acceptable to Parent and Technologies.

Underwriting Agreements: the U.S. purchase agreement to be entered
into between Technologies and the United States managing underwriters and the
international purchase agreement to be entered into between Technologies and the
international underwriters in each case with respect to the IPO.

U.S. Transfer Taxes: any tax, charge, duty, impost or levy (including
any penalties and interest thereon) imposed by the United States or any
subdivision thereof in connection with the Contribution.

SECTION 1.2 References to Time. All references in this Agreement to
------------------
times of the day shall be to City of Chicago time.

ARTICLE II

THE CONTRIBUTION

SECTION 2.1 Contribution. (a) On or prior to the Assumption Time but
------------ 
subject to Section 2.2 and Section 2.3, Parent shall assign, transfer, convey
-----------     -----------  
and deliver, or cause to be assigned, transferred, conveyed or delivered, to
Technologies or, at Technologies' option, to a Technologies Subsidiary all of
Parent's and its Subsidiaries' respective rights, title and interests in all
Technologies Assets. Effective as at the Assumption Time, the transfers
described in this Section will result in Technologies or another member of the
Technologies Group obtaining all of the rights, title and interests of Parent
and its Subsidiaries in the Technologies Assets, subject to Section 2.4 and
-----------
Section 2.5. In partial consideration for the transfers described above,
-----------
Technologies shall deliver to Parent: (i) Fifty Three Million Nine Hundred Forty
Nine Thousand (53,949,000) shares of Technologies common stock; (ii) a payment
in the amount computed pursuant to Schedule 2.1(a)(1) ("Base Amount") and (iii)
an additional payment in the amount computed pursuant to Schedule 2.1(a)(2) (the
"Additional Amount").

(b)  Effective as at the Assumption Time and subject to Section 2.2
-----------
and Section 2.3, Technologies shall, or shall cause a Technologies Subsidiary
----------- 
to, assume, pay, perform and discharge in due course all of the Technologies
Liabilities in accordance with their respective terms.

(c)  Separation of Assets. The Technologies Assets (including Assets
that are, or are contained in, the Shared Facilities) shall, to the extent
reasonably practicable (including taking into account the costs of any actions
taken), be severed, divided or otherwise separated from the Parent Assets so
that members of the Technologies Group will own and control the Technologies
Assets as at the Assumption Time and members of the Parent Group will own and
control the Parent Assets as at the Assumption Time. Such separation may include
subdivision of real property, subleasing or other division of shared buildings
or premises and allocation of shared working capital, equipment and other
Assets. Such separation shall be effected in a manner that does not unreasonably
disrupt either the Technologies Business or the Parent Business and minimizes,
to the extent practicable, current and future costs (and losses of Tax or other
economic benefits) of the respective Businesses. With respect to any Asset that
cannot reasonably be separated or otherwise allocated as provided above (i) all
right, title and interest of Parent and the Parent Subsidiaries shall be
allocated to the Group as to which such Asset is

predominantly used or held for use or predominantly relates and (ii) the other
Group shall have a right to use such Asset in its Business in a manner
consistent with past practice for a period which is coterminous with the life of
the Asset described in (i) (and the coextensive obligation to pay its allocable
share of any costs or expenses related to such Asset pursuant to the last
sentence of this Section 2.1(c)). To the extent the separation of Assets cannot
--------------
be achieved in a reasonably practicable manner, the parties will enter into
appropriate arrangements regarding such shared Asset. Any costs related to the
use of a shared Asset that is not separated as at the Assumption Time shall be
allocated based on the methodology historically used by Parent.

(d)  Intellectual Property. In connection with the Contribution,
notwithstanding the foregoing or anything else contained herein, any
Intellectual Property Rights of Parent or any of its Subsidiaries shall be
licensed to or assigned, transferred or conveyed to Technologies, as the case
may be, as follows:

(1)  With respect to Intellectual Property Rights used or held for use
primarily in connection with the Technologies Business
("Technologies Group IP"), including but not limited to the
---------------------   
Intellectual Property Rights listed in Schedule 2.1(d),
--------------- 
Technologies shall have full ownership (to the extent of Parent's
rights therein) of such rights;

(2)  Except as otherwise provided in Schedule 2.1(d), with respect to
---------------
Technologies Group IP used or held for use in both the
Technologies Business and the Parent Business on or before the
Assumption Time, the Parent Group shall have a non-exclusive,
worldwide, fully-paid, perpetual, royalty-free license, with the
right to grant sublicenses in the ordinary course of an on-going
business, to all rights therein only to the extent it was used or
held for use by the Parent Business at or before the Assumption
Time. Parent and Technologies shall jointly determine the most
cost-efficient means of obtaining and using software that is used
by the Parent corporate staff prior to the Assumption Time and
shall evenly divide the cost of obtaining new licenses for or
copies of existing software that both Groups will require to
operate their respective corporate staffs. Any out-of-pocket
expenses incurred by either Party prior to December 31, 2001 for
the separation of shared information technology infrastructure
shall be divided equally among the Parties.

(3)  Except as otherwise provided in Schedule 2.1(d), with respect to
---------------
Intellectual Property Rights other than Technologies Group IP
that are used or held for use in both the Technologies Business
and the Parent Business on or before the Assumption Time, title
to such rights shall be owned by the Parent Group, and the
Technologies Group shall have a non-exclusive, worldwide, fully-
paid, perpetual, royalty-free license, with the right to grant
sublicenses in the ordinary course of an ongoing business, to all
rights in the Intellectual Property Rights only to the

extent it was used or held for use by the Technologies Business
on or before the Assumption Time.

(4)  The licenses specified in this Section shall not restrict the
subsequent transfer or license by the licensee (within the
applicable field of use) of the Intellectual Property Rights.

(5)  Notwithstanding the foregoing or anything else to the contrary
contained herein, title to the FMC Logo shall be owned by the
Parent and the use of the FMC Logo by the Technologies Group
shall be governed by the Trademark License Agreement attached as
Exhibit H.
---------

(e)  Notwithstanding the foregoing or anything else contained herein,
the transfer of the Technologies Assets, and assumption of the Technologies
Liabilities, primarily related to FranRica Systems located in Stockton,
California and Food Processing Systems located in Madera, California shall be
effected as provided in the California Separation and Transfer Agreement
attached as Exhibit G.
---------   

(f)  Schedule 2.1(f) provides for the allocation between Parent and
---------------
Technologies of certain fees, costs and expenses.

SECTION 2.2 Conditions Precedent to Consummation of the Contribution.
--------------------------------------------------------
The obligations of the parties to consummate the Contribution shall be
conditioned on the satisfaction, or waiver by Parent, of the following
conditions:

(a)  Final approval of the Contribution shall have been given by the
Board of Directors of Parent in its sole discretion; and

(b)  The conditions precedent to the consummation of the IPO set forth
in Section 3.4 hereof shall have been satisfied or waived pursuant to such
-----------
Section 3.4.
-----------

SECTION 2.3 Certain Foreign Transfers. (a) Parent shall use its
-------------------------   
reasonable best efforts to effect the legal separation of the Technologies
Assets and Technologies Liabilities, on the one hand, from the Parent Assets and
Parent Liabilities, on the other hand, that are located in jurisdictions outside
the United States prior to or at the Assumption Time. If all of the transactions
necessary to effectuate such legal separation in jurisdictions outside the
United States are not completed on or before the Assumption Time, and such
failure delays the legal separation of such Technologies Assets and Technologies
Liabilities, on one hand, from Parent Assets and Parent Liabilities, on the
other hand, within the United States, then Parent shall use its reasonable best
efforts to complete such legal separation as soon as practicable at the
Assumption Time or as promptly as practicable thereafter. Such separation shall
be effected pursuant to the transactions (including asset transfers, stock
transfers, spin-offs, mergers, demergers, reorganizations, consolidations and
other transfers) set forth on Schedule 2.3(a) hereto, which may be effected
---------------
before, simultaneously with or after the Assumption Time as described on such
Schedule (collectively, the "Foreign Transfers"). Any Foreign Transfer that
-----------------
occurs after the Assumption Time shall be effected pursuant to a binding
commitment in existence at the Assumption Time.

(b)  The Foreign Transfer Taxes and U.S. Transfer Taxes shall be borne
by Technologies.

(c ) If, in order to complete a material Foreign Transfer of
Technologies Assets and Technologies Liabilities, prior to the Assumption Time
it becomes necessary to make a Non-Technologies Business Transfer, then as
promptly as practicable following the Non-Technologies Business Transfer,
Technologies shall ,or shall cause the member of the Technologies Group, to
transfer the Non-Technologies Business to Parent. Technologies shall remit to
Parent, or the appropriate member of the Parent Group as directed by Parent, all
cash flows generated by any Non-Technologies Business from and including the
Assumption Time to and including the date of such transfer. In addition,
Technologies shall bear all Foreign Transfer Taxes associated with transferring
any Non-Technologies Business back to Parent.

(d)  Notwithstanding anything herein to the contrary, to the extent
that as a result of any of the Foreign Transfers, goodwill or other non-patented
intangible property of the Technologies Business remains in the Parent or any
member of Parent Group, then Parent shall, and shall cause any member of Parent
Group to, (i) undertake all reasonable action to ensure that such goodwill or
non-patented intellectual property is transferred to Technologies as promptly as
practicable; and (ii) until such transfer is completed, neither Parent nor any
Parent Subsidiaries shall use such goodwill or non-patented intellectual
property.

(e)  Notwithstanding anything herein to the contrary, to the extent
that as a result of any of the Foreign Transfers, goodwill or other non-patented
intangible property related to any business other than the Technologies Business
remains in Technologies or any member of Technologies Group, then Technologies
shall, and shall cause any member of Technologies Group to, (i) undertake all
reasonable action to ensure that such goodwill or other non-patented
intellectual property is transferred to Parent as promptly as practicable; and
(ii) until such transfer is completed, neither Technologies nor any Technologies
Subsidiaries shall use such goodwill or non-patented intellectual property.

SECTION 2.4 Ancillary Agreements. (a) Each of Parent and Technologies
--------------------
shall, on or prior to the Assumption Time, enter into, or cause the appropriate
members of the Group of which it is a member to enter into, the Ancillary
Agreements in connection with the Separation, including, without limitation,
(i)(A) such bills of sale, stock powers, certificates of title, assignments of
contracts and other instruments of transfer, conveyance and assignment as and to
the extent necessary to evidence the transfer, conveyance and assignment
(including the Foreign Transfers) of all of Parent's and its respective
Subsidiaries' right, title and interest in and to the Technologies Assets to
Technologies or a Technologies Subsidiary pursuant to Section 2.1 and (B) such
----------- 
bills of sale, stock powers, certificates of title, assumptions of contracts and
other instruments of assumption as and to the extent necessary to evidence the
valid and effective assumption of the Technologies Liabilities by Technologies
or a Technologies Subsidiary pursuant to Section 2.1, and (ii) agreements with
-----------
respect to (A) insurance procedures, (B) transition services pursuant to the
Transition Services Agreement or any appropriate foreign transition services
agreement, (C) intellectual property licenses as contemplated by Section 2.1(d),
--------------
(D) the Tax Sharing Agreement; (E) the Benefits Agreement, (F) the Trademark
License Agreement, (G) an agreement relating to certain transfers and
assumptions contemplated by Section 2.1(e), and (H) other matters as may be
--------------
advisable. The Ancillary Agreements (or, in the

case of the forms of agreement attached hereto, any amendments thereto) shall be
on terms reasonably acceptable to Parent and Technologies.

(b)  The parties acknowledge and agree that operation by members of
the Parent Group or Technologies Group of the Shared Facilities after the
Assumption Time may continue to require the joint occupation or use by the
parties of certain related premises or facilities (such as waste disposal,
utilities, security and other matters). The parties shall enter into appropriate
arrangements regarding cost allocation and service provision with respect to
these matters, which allocation shall be as described in Section 2.1(f). The
--------------
agreements described in this paragraph (b) shall be included in the Ancillary
Agreements.

SECTION 2.5 Transfers Not Effected Prior to the Separation; Transfers
---------------------------------------------------------
Deemed Effective as at the Assumption Time. To the extent that any transfers
------------------------------------------
contemplated by this Article II shall not have been consummated at the
----------
Assumption Time, including, without limitation, any Foreign Transfers, the
parties shall cooperate to effect such transfers as promptly following the
Assumption Time as shall be practicable. Nothing herein shall be deemed to
require the transfer of any Assets or the assumption of any Liabilities which by
their terms or operation of law cannot be transferred or assumed; provided,
--------
however, that Parent and Technologies and their respective Subsidiaries shall
-------
cooperate to obtain any necessary consents or approvals for the transfer of all
Assets and Liabilities contemplated to be transferred pursuant to this Article
-------
II. In the event that any such transfer of Assets or Liabilities has not been
--
consummated effective as of and after the Assumption Time, the party retaining
such Asset or Liability shall thereafter hold such Asset in trust for the use
and benefit of the party entitled thereto (at the expense of the party entitled
thereto) and retain such Liability for the account of the party by whom such
Liability is to be assumed pursuant hereto, and take such other action as may be
reasonably requested by the party to which such Asset is to be transferred, or
by whom such Liability is to be assumed, as the case may be, in order to place
such party, insofar as reasonably possible, in the same position as would have
existed had such Asset or Liability been transferred as contemplated hereby. As
and when any such Asset or Liability becomes transferable, such transfer shall
be effected forthwith. The parties agree that, as at the Assumption Time, each
party hereto shall be deemed to have acquired complete and sole beneficial
ownership over all of the Assets, together with all rights, powers and
privileges incident thereto, and shall be deemed to have assumed in accordance
with the terms of this Agreement all of the Liabilities, and all duties,
obligations and responsibilities incident thereto, which such party is entitled
to acquire or required to assume pursuant to the terms of this Agreement.

SECTION 2.6 Assumption of Debt. On or before the Assumption Time,
------------------
Parent shall assign, and Technologies shall assume, the Financing Facilities,
provided that as of the Assumption Time the amount drawn is zero (0).

SECTION 2.7 Certificate of Incorporation; By-laws; Rights Plan. Prior
--------------------------------------------------
to the consummation of the IPO, Parent and Technologies shall take all action
necessary so that the Amended and Restated Certificate of Incorporation, the
Amended and Restated By-laws and the Technologies Rights Plan shall be in effect
prior to the closing of the IPO, each substantially in the form of Exhibits D, E
----------  -
and F hereto, respectively (with such changes as Parent and Technologies may
-
find acceptable).

ARTICLE III

THE IPO AND ACTIONS PENDING THE IPO

SECTION 3.1 Transactions Prior to the IPO. Subject to the conditions
-----------------------------
specified in Section 3.4, Parent and Technologies shall use their reasonable
-----------  
best efforts to take all actions necessary to consummate the IPO.

SECTION 3.2 Proceeds. The IPO will be a primary offering of
--------
Technologies Common Stock and all of the net proceeds of the IPO will be
distributed to Parent in accordance with Section 2.1(a)(iii).
-------------------

SECTION 3.3 Costs and Expenses. Technologies shall pay all third party
------------------
costs, fees and expenses relating to the IPO and Contribution (except as
otherwise provided pursuant to Section 2.1(f) hereof), all of the reimbursable
expenses of the managing underwriters pursuant to the Underwriting Agreements,
all of the costs of producing and filing the IPO Registration Statement and
printing, mailing and otherwise distributing the prospectus contained in the IPO
Registration Statement, as well as the underwriters' discount as provided in the
Underwriting Agreements.

SECTION 3.4 Conditions Precedent to Consummation of the IPO. The
-----------------------------------------------
obligations of the parties to consummate the IPO shall be conditioned on the
satisfaction, or waiver by Parent, of the following conditions:

(a)  Final approval of the IPO shall have been given by the Board of
Directors of Parent in its sole discretion.

(b)  The IPO Registration Statement shall have been filed and declared
effective by the SEC, and there shall be no stop-order in effect with
respect thereto.

(c)  The actions and filings necessary or appropriate under state
securities and blue sky laws of the United States (and any comparable laws
under any foreign jurisdictions) in connection with the IPO shall have been
taken and, where applicable, have become effective or been accepted.

(d)  The Technologies Common Stock to be issued in the IPO shall have
been accepted for listing on the NYSE, on official notice of issuance.

(e)  Technologies shall have entered into the Underwriting Agreements
and all conditions to the obligations of Technologies and the managing
underwriters shall have been satisfied or waived.

(f)  No order, injunction or decree issued by any court or agency of
competent jurisdiction or other legal restraint or prohibition preventing
the consummation of the Separation, the Contribution, the IPO or the
Distribution or any of the other transactions contemplated by this
Agreement or any Ancillary Agreement shall be in effect.

(g)  This Agreement shall not have been terminated.

(h)  All Consents and Governmental Approvals required in connection
with the Contribution and the IPO shall have been received, except where
the failure to obtain such consents or approvals would not have a material
adverse effect on either (A) the ability of the parties to consummate the
transactions contemplated by this Agreement and the Ancillary Agreements or
(B) the business, assets, liabilities, financial condition or results of
operations of Technologies and its Subsidiaries, taken as a whole.

ARTICLE IV

THE DISTRIBUTION

SECTION 4.1 Record Date and Distribution Date. Subject to the
---------------------------------   
satisfaction of the conditions set forth in Section 4.6, the Board of Directors
-----------
of Parent shall establish the Record Date and the Distribution Date, as
applicable, and any appropriate procedures in connection with a Distribution.

SECTION 4.2 The Agent. Prior to the Distribution Date, Parent shall
---------
enter into an agreement with the Agent providing for, among other things, the
completion of the Distribution in accordance with this Article IV.
----------

SECTION 4.3 Delivery of Share Certificates to the Agent. Prior to the
-------------------------------------------
Distribution Date, Parent shall deliver to the Agent a share certificate
representing (or authorize the related book-entry transfer of) all of the
outstanding shares of Technologies Common Stock to be distributed in connection
with the completion of the Distribution. After the Distribution Date, upon the
request of the Agent, Technologies shall provide all certificates for shares (or
book-entry transfer authorizations) of Technologies Common Stock that the Agent
shall require in order to effectuate the Distribution.

SECTION 4.4 Actions Prior to the Distribution. (a) Parent and
---------------------------------
Technologies shall prepare and mail, to holders of Parent Common Stock, such
information concerning Technologies and its business, operations and management,
the Distribution and such other matters as Parent shall reasonably determine and
as may be required by law, including the Securities Act and Exchange Act, if
applicable (the "Distribution Information Statement"). Parent and Technologies
----------------------------------
will prepare, and, to the extent required under applicable law, file with the
SEC such Distribution Information Statement and any requisite no-action letters
which Parent determines are necessary or desirable to effectuate the
Distribution and Parent and Technologies shall each use their respective
reasonable best efforts to obtain all necessary approvals from the SEC with
respect thereto, if any, as soon as practicable.

(b)  Parent and Technologies shall take all such action as Parent may
determine necessary or appropriate under state securities or blue sky laws of
the United States (and any comparable laws under any foreign jurisdiction) in
connection with the Distribution.

SECTION 4.5 The Distribution. (a) Subject to the terms and conditions
----------------
of this Agreement, in the event that Distribution is effected by means of a 
Spin-Off, each holder of Parent Common Stock on the Record Date (or such
holder's designated transferee or transferees) will be entitled to receive in
the Distribution a number of shares of Technologies Common Stock

equal to the number of shares of Parent Common Stock held by such holder on the
Record Date multiplied by a fraction, the numerator of which is the number of
shares of Technologies Common Stock beneficially owned by Parent or any other
member of the Parent Group on the Record Date (after giving effect to the IPO)
and the denominator of which is the number of shares of Parent Common Stock
outstanding on the Record Date.

(b)  Subject to the terms and conditions of this Agreement, in the
event that the Distribution is effected by means of a Split-Off, Parent shall
determine in its discretion the exchange ratio that provides for the number of
Parent Technologies Shares to be offered per share of Parent Common Stock in
such Split-Off.

(c)  No certificates representing fractional shares of Technologies
Common Stock shall be distributed in the Distribution. Parent shall direct the
Agent (1) to determine the number of whole shares and fractional shares of
Technologies Common Stock to be issued in the Distribution as soon as
practicable after such determination is feasible and (2) as soon as practicable
thereafter to aggregate all such fractional shares and sell the whole shares
obtained thereby in open market transactions or otherwise, in each case at then
prevailing trading prices, and to cause to be distributed to the holders of
Parent Common Stock entitled to receive such proceeds in lieu of fractional
shares an amount in cash equal to such holder's ratable share of the proceeds of
such sale, without interest, after making appropriate deductions of the amount
required to be withheld for federal income tax purposes and after deducting an
amount equal to all brokerage charges, commissions and transfer taxes attributed
to such sale.

SECTION 4.6 Conditions to Obligations. The obligations of the parties
-------------------------
hereto to consummate the Distribution are subject to the satisfaction, or waiver
by Parent, of each of the following conditions:

(a)  Final approval of the Distribution shall have been given by the
Board of Directors of Parent in its sole discretion.

(b)  The actions and filings necessary or appropriate under federal
and state securities laws and state blue sky laws of the United States (and
any comparable laws under any foreign jurisdictions) in connection with the
Distribution (including, if applicable, any actions and filings relating to
the Distribution Information Statement) shall have been taken and, where
applicable, have become effective or been accepted.

(c)  The Technologies Common Stock to be issued in the Distribution
shall have been accepted for listing on the NYSE, subject to official
notice of issuance.

(d)  No order, injunction or decree issued by any court or agency of
competent jurisdiction or other legal restraint or prohibition preventing
the consummation of the Separation, the Contribution, the IPO or the
Distribution or any of the other transactions contemplated by this
Agreement or any Ancillary Agreement shall be in effect.

(e)  A private letter ruling from the Internal Revenue Service, in
form and substance satisfactory to Parent, shall have been obtained, and
shall continue in effect, to the effect that no gain or loss will be
recognized by Parent, Technologies, or Parent's or 

Technologies' shareholders for federal income tax purposes as a result of
(i) the IPO; (ii) the Distribution, (iii) the Contribution; and (iv) the
Internal Spin-Off.

(f)  All Consents and Governmental Approvals required in connection
with the transactions contemplated hereby shall have been received, except
where the failure to obtain such consents or approvals would not have a
material adverse effect on either (A) the ability of the parties to
consummate the transactions contemplated by this Agreement and the
Ancillary Agreements or (B) the business, assets, liabilities, financial
condition or results of operations of Technologies and its Subsidiaries,
taken as a whole.

(g)  Any adjustment to be made pursuant to Section 2.6 shall have been
-----------
agreed upon by Parent and Technologies.

(h)  This Agreement shall not have been terminated.

SECTION 4.7 Costs and Expenses. Parent shall pay all third party
------------------  
costs, fees and expenses relating to the Distribution.

SECTION 4.8 Satisfaction or Waiver. Any determination made by the
----------------------
Board of Directors of Parent on behalf of such party hereto prior to the
Distribution Date concerning the satisfaction or waiver of any or all of the
conditions set forth in this Section 4.8 shall be conclusive.
-----------

ARTICLE V

SURVIVAL AND INDEMNIFICATION

SECTION 5.1 Survival of Agreements. All covenants and agreements of
---------------------- 
the parties contained in this Agreement shall survive each of the Contribution,
the IPO and the Distribution.

SECTION 5.2 Indemnification. (a) Except as specifically otherwise
--------------- 
provided in the Ancillary Agreements and without regard as to when any transfer,
sale, disposition or other conveyance (including, without limitation, the
Foreign Transfers) is completed, from and after Assumption Time the Parent Group
shall indemnify, defend and hold harmless the Technologies Indemnitees from and
against (i) all Indemnifiable Losses relating to, arising out of or resulting
from the failure of any member of the Parent Group (x) to pay, perform or
otherwise promptly discharge any Parent Liabilities (including, without
limitation, all Liabilities specifically excluded from the definition of
Technologies Liabilities herein), whether such Indemnifiable Losses relate to
events, occurrences or circumstances occurring or existing, or whether such
Indemnifiable Losses are asserted, before or after the Distribution Date, or (y)
to perform any of its obligations under this Agreement (including the obligation
to effect the transfers as provided in the last sentence of Section 2.1(a)); and
--------------
(ii) all Indemnifiable Losses relating to, arising out of or resulting from the
Parent Business and any Parent Liability.

(b)  Except as specifically otherwise provided in the Ancillary
Agreements and without regard as to when any transfer, sale, disposition or
other conveyance (including, without limitation, the Foreign Transfers) is
completed, from and after the Assumption Time, the

Technologies Group shall indemnify, defend and hold harmless the Parent
Indemnitees from and against (i) all Indemnifiable Losses relating to, arising
out of or resulting from the failure of any member of the Technologies Group (x)
to pay, perform or otherwise promptly discharge any Technologies Liabilities,
whether such Indemnifiable Losses relate to events, occurrences or circumstances
occurring or existing, or whether such Indemnifiable Losses are asserted, before
or after the Distribution Date, or (y) to perform any of its obligations under
this Agreement; (ii) all Indemnifiable Losses relating to, arising out of or
resulting from the Technologies Business and any Technologies Liability; and
(iii) all Indemnifiable Losses arising out of or based upon any untrue statement
or alleged untrue statement of a material fact, or omission or alleged omission
to state a material fact required to be stated, in any portion of the IPO
Registration Statement or the Distribution Information Statement (or any
preliminary or final form thereof or any amendment thereto), or necessary to
make the statements therein not misleading.

(c)  If any Indemnity Payment required to be made hereunder or under
any Ancillary Agreement is denominated in a currency other than United States
dollars, such payment shall be made in United States dollars and the amount
thereof shall be computed using the Foreign Exchange Rate for such currency
determined as of the date on which such Indemnity Payment is made.

SECTION 5.3 Procedures for Indemnification for Third-Party Claims. (a)
-----------------------------------------------------
Parent shall, and shall cause the other Parent Indemnitees to, notify
Technologies in writing promptly after learning of any Third-Party Claim for
which any Parent Indemnitee intends to seek indemnification from Technologies
under this Agreement. Technologies shall, and shall cause the other Technologies
Indemnitees to, notify Parent in writing promptly after learning of any
Third-Party Claim for which any Technologies Indemnitee intends to seek
indemnification from Parent under this Agreement. The failure of any Indemnitee
to give such notice shall not relieve any Indemnifying Party of its obligations
under this Article V except to the extent that such Indemnifying Party or its
---------
Affiliate is actually prejudiced by such failure to give notice. Such notice
shall describe such Third-Party Claim in reasonable detail considering the
Information provided to the Indemnitee.

(b)  Except as otherwise provided in paragraph (c) of this Section
------- 
5.3, an Indemnifying Party may, by notice to the Indemnitee and to Parent, if
---
Technologies is the Indemnifying Party, or to the Indemnitee and Technologies,
if Parent is the Indemnifying Party, at any time after receipt by such
Indemnifying Party of such Indemnitee's notice of a Third-Party Claim, undertake
(itself or through another member of the Group of which the Indemnifying Party
is a member) the defense or settlement of such Third-Party Claim. If an
Indemnifying Party undertakes the defense of any Third-Party Claim, such
Indemnifying Party shall thereby admit its obligation to indemnify the
Indemnitee against such Third-Party Claim, and such Indemnifying Party shall
control the investigation and defense or settlement thereof, and the Indemnitee
may not settle or compromise such Third-Party Claim, except that such
Indemnifying Party shall not (i) require any Indemnitee, without its prior
written consent, to take or refrain from taking any action in connection with
such Third-Party Claim, or make any public statement, which such Indemnitee
reasonably considers to be against its interests, or (ii) without the prior
written consent of the Indemnitee and of Parent, if the Indemnitee is a Parent
Indemnitee, or the Indemnitee and of Technologies, if the Indemnitee is a
Technologies Indemnitee, consent to any settlement that does not include as a
part thereof an unconditional release of the Indemnitees

from liability with respect to such Third-Party Claim or that requires the
Indemnitee or any of its Representatives or Affiliates to make any payment that
is not fully indemnified under this Agreement or to be subject to any non-
monetary remedy; and subject to the Indemnifying Party's control rights, as
specified herein, the Indemnitees may participate in such investigation and
defense, at their own expense. Following the provision of notices to the
Indemnifying Party, until such time as an Indemnifying Party has undertaken the
defense of any Third-Party Claim as provided herein, such Indemnitee shall
control the investigation and defense or settlement thereof, without prejudice
to its right to seek indemnification hereunder.

(c)  If an Indemnitee reasonably determines that there may be legal
defenses available to it that are different from or in addition to those
available to its Indemnifying Party which make it inappropriate for the
Indemnifying Party to undertake the defense or settlement thereof, then such
Indemnifying Party shall not be entitled to undertake the defense or settlement
of such Third-Party Claim; and counsel for the Indemnifying Party shall be
entitled to conduct the defense of such Indemnifying Party and counsel for the
Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense
of such Indemnitee, it being understood that both such counsel shall cooperate
with each other to conduct the defense or settlement of such action as
efficiently as possible.

(d)  In no event shall an Indemnifying Party be liable for the costs,
fees and expenses of more than one counsel for all Indemnitees (in addition to
its own counsel, if any) in connection with any one action, or separate but
similar or related actions, in the same jurisdiction arising out of the same
general allegations or circumstances.

(e)  Technologies shall, and shall cause the other Technologies
Indemnitees to, and Parent shall, and shall cause the other Parent Indemnitees
to, make available to each other, their counsel and other Representatives, all
information and documents reasonably available to them which relate to any 
Third-Party Claim, and otherwise cooperate as may reasonably be required in
connection with the investigation, defense and settlement thereof, subject to
the terms and conditions of a mutually acceptable joint defense agreement. Any
joint defense agreement entered into by Technologies or Parent with any third
party relating to any Third-Party Claim shall provide that Technologies or
Parent may, if requested, provide information obtained through any such
agreement to the Technologies Indemnitees and/or the Parent Indemnitees.

SECTION 5.4 Remedies Cumulative. The remedies provided in this Article
-------------------                                -------
V shall be cumulative and shall not preclude assertion by any Indemnitee of any
-
other rights or the seeking of any other remedies against any Indemnifying
Party. However, the procedures set forth in Section 5.3 shall be the exclusive
-----------
procedures governing any indemnity action brought under this Agreement, except
as otherwise specifically provided in any of the Ancillary Agreements.

ARTICLE VI

CERTAIN ADDITIONAL COVENANTS

SECTION 6.1 Notices to Third Parties. In addition to the actions
------------------------
described in Section 6.2, the members of the Parent Group and the members of the
-----------
Technologies Group shall

cooperate to make all other filings and give notice to and obtain any Consent or
Governmental Approval that may reasonably be required to consummate the
transactions contemplated by this Agreement and the Ancillary Agreements.

SECTION 6.2 Licenses and Permits. Each party hereto shall cause the
--------------------
appropriate members of its Group to prepare and file with the appropriate
Governmental Authorities applications for the transfer or issuance, as may be
necessary or advisable in connection with the transactions contemplated by this
Agreement and the Ancillary Agreements, to its Group of all material
Governmental Approvals required for the members of its Group to operate its
Business after the Assumption Time. The members of the Technologies Group and
the members of the Parent Group shall cooperate and use all reasonable efforts
to secure the transfer or issuance of the Governmental Approvals.

SECTION 6.3 Intercompany Agreements; Intercompany Accounts. (a) All
----------------------------------------------
contracts, licenses, agreements, commitments or other arrangements, formal or
informal, between any member of the Parent Group, on the one hand, and any
member of the Technologies Group, on the other hand, in existence as at the
Assumption Time, pursuant to which any member of either Group makes payments in
respect of Taxes to any member of the other Group or provides to any member of
the other Group goods or services (including, without limitation, management,
administrative, legal, financial, accounting, data processing, insurance or
technical support), or the use of any Assets of any member of the other Group,
or the secondment of any employee, or pursuant to which rights, privileges or
benefits are afforded to members of either Group as Affiliates of the other
Group, shall terminate effective as at the Assumption Time, except as
specifically provided herein or in the Ancillary Agreements. From and after the
Assumption Time, no member of either Group shall have any rights under any such
contract, license, agreement, commitment or arrangement with any member of the
other Group, except as specifically provided herein or in the Ancillary
Agreements.

(b)  After the Assumption Time, the parties shall be obligated to pay
only those intercompany accounts between members of the Technologies Group and
members of the Parent Group that arose in connection with transfers of goods and
services in the ordinary course of business, consistent with past practices
(which the parties shall use reasonable best efforts to settle prior to the
Assumption Time), and all other intercompany accounts shall be settled by the
transfer of financial assets as at the Assumption Time, except as otherwise
contemplated by this Agreement.

SECTION 6.4 Guarantee Obligations. (a) Parent and Technologies shall
---------------------
cooperate, and shall cause their respective Groups to cooperate, to terminate,
or to cause a member of the Parent Group to be substituted in all respects for
any member of the Technologies Group in respect of, all obligations of any
member of the Technologies Group under any Parent Liabilities for which such
member of the Technologies Group may be liable, as guarantor, original tenant,
primary obligor or otherwise. If such a termination or substitution is not
effected by the Assumption Time, (i) Parent shall indemnify and hold harmless
the Technologies Indemnitees for any Indemnifiable Loss arising from or relating
thereto, and (ii) without the prior written consent of any officer of
Technologies who is not also an officer of Parent, from and after the Assumption
Time, Parent shall not, and shall not permit any member of the Parent Group or
any of its Affiliates to, renew or extend the term of, increase its obligations
under, or 

transfer to a third party, any loan, lease, contract or other obligation for
which any member of the Technologies Group is or may be liable unless all
obligations of the Technologies Group with respect thereto are thereupon
terminated by documentation reasonably satisfactory in form and substance to any
officer of Technologies who is not also an officer of Parent; provided that the
--------
limitations in clause (ii) shall not apply in the event that a member of the
Parent Group obtains a letter of credit from a financial institution reasonably
acceptable to Technologies and for the benefit of Technologies with respect to
such obligation of the Technologies Group.

(b)  Parent and Technologies shall cooperate, and shall cause their
respective Groups to cooperate, to terminate, or to cause a member of the
Technologies Group to be substituted in all respects for any member of the
Parent Group in respect of, all obligations of any member of the Parent Group
under any Technologies Liabilities for which such member of the Parent Group may
be liable, as guarantor, original tenant, primary obligor or otherwise. If such
a termination or substitution is not effected by the Assumption Time, (i)
Technologies shall indemnify and hold harmless the Parent Indemnitees for any
Indemnifiable Loss arising from or relating thereto, and (ii) without the prior
written consent of any officer of Parent who is not also an officer of
Technologies, from and after the Assumption Time, Technologies shall not, and
shall not permit any member of the Technologies Group to, renew or extend the
term of, increase its obligations under, or transfer to a third party, any loan,
lease, contract or other obligation for which any member of the Parent Group is
or may be liable unless all obligations of the Parent Group with respect thereto
are thereupon terminated by documentation reasonably satisfactory in form and
substance to any officer of Parent who is not also an officer of Technologies;
provided that the limitations contained in clause (ii) shall not apply in the
--------                                   -----------
event that a member of the Technologies Group obtains a letter of credit from a
financial institution reasonably acceptable to Parent and for the benefit of
Parent with respect to such obligation of the Parent Group.

SECTION 6.5 Further Assurances. (a) In addition to the actions
------------------
specifically provided for elsewhere in this Agreement, each of the parties
hereto shall use its reasonable best efforts, prior to, on and after the
Assumption Time, to take, or cause to be taken, all actions, and to do, or cause
to be done, all things, reasonably necessary, proper or advisable under
applicable laws, regulations and agreements to consummate and make effective the
transactions contemplated by this Agreement and the Ancillary Agreements. Each
of the parties hereby appoints the individuals so identified on Schedule 6.5(a)
---------------
to act as its agent and attorney-in-fact with full right and power to execute
any instruments necessary to transfer any Asset allocated to any other Person.

(b)  Without limiting the foregoing, prior to, on and after the
Assumption Time, each party hereto shall cooperate with the other parties, and
without any further consideration, but at the expense of the requesting party,
to cause to be executed and delivered all instruments, including instruments of
conveyance, assignment and transfer, and to make all filings with, and to obtain
all consents, approvals or authorizations of, any Governmental Authority or any
other Person under any permit, license, agreement, indenture or other instrument
(including any Consents or Governmental Approvals), and to take all such other
actions as such party may reasonably be requested to take by any other party
hereto from time to time, consistent with the terms of this Agreement and the
Ancillary Agreements, in order to effectuate the provisions and purposes of this
Agreement and the Ancillary Agreements and the transfers of the Technologies
Assets and the assignment and assumption of the Technologies

Liabilities and the other transactions contemplated hereby and thereby. On or
prior to the Assumption Time, Parent and Technologies in their respective
capacities as direct and indirect stockholders of their respective Subsidiaries,
shall each properly ratify any actions which are reasonably necessary or
desirable to be taken by Parent and Technologies, or any of their respective
Subsidiaries, as the case may be, to effectuate the transactions contemplated by
this Agreement. On or prior to the Assumption Time, Parent and Technologies
shall take all actions as may be necessary to approve the stock-based employee
benefit plans of Technologies in order to satisfy any applicable requirement,
including Rule 16b-3 under the Exchange Act, Section 162(m) of the Code and the
rules and regulations of the NYSE.

(c)  Parent and Technologies, and each of the members of their
respective Groups, waive (and agree not to assert against the other) any claim
or demand that any of them may have against the other for any Liabilities or
other claims relating to or arising out of: (i) the failure of Technologies or
any member of the Technologies Group, on the one hand, or of Parent or any
member of the Parent Group, on the other hand, to provide any notification or
disclosure required under any state Environmental Law in connection with the
Separation or the other transactions contemplated by this Agreement, including
the transfer by any member of any Group to any member of any other Group of
ownership or operational control of any Assets not previously owned or operated
by such transferee; or (ii) any inadequate, incorrect or incomplete notification
or disclosure under any such state Environmental Law by the applicable
transferor. To the extent any Liability to any Governmental Authority or any
third party arises out of any action or inaction described in clause (i) or (ii)
above, the transferee of the applicable Asset hereby assumes and agrees to pay
any such Liability.

(d)  If either party identifies any commercial or other service that
is needed to assure a smooth and orderly transition of the businesses in
connection with the consummation of the transactions contemplated hereby, and
that is not otherwise governed by the provisions of this Agreement or any
Ancillary Agreement, the parties will cooperate in determining whether there is
a mutually acceptable arm's-length basis on which the other party will provide
such service.

SECTION 6.6 Qualification as Tax-Free Distribution. After the
--------------------------------------
Assumption Time, neither Parent nor Technologies shall take, or permit any
member of its respective Group to take, any action which could reasonably be
expected to prevent the Distribution from qualifying as a tax-free distribution
within the meaning of Section 355 of the Code or any other transaction
contemplated by this Agreement or any Ancillary Agreement which is intended by
the parties to be tax-free from failing so to qualify.

SECTION 6.7 Non-Solicitation. Neither Parent nor Technologies shall,
----------------
or shall permit any member of its respective Group to, for a period of eighteen
(18) months following the Assumption Time , directly or indirectly, solicit for
employment or employ any employee of the other party's Group; provided, however,
that neither party shall be prohibited from employing any such person whose has
been terminated by a member of a Group and who contacts a member of the other
Group at his or her own initiative and without any direct or indirect
solicitation by such Group. Notwithstanding the foregoing, general solicitation
of employment published in a journal, newspaper or any other publication of
general circulation or on the worldwide web and

not specifically directed towards such employees shall not be deemed to be in
violation of this Section 6.7.
-----------

SECTION 6.8 Aircraft. Technologies and Parent shall as promptly as
--------   
reasonably practicable dispose of the corporate aircraft (including all spare
parts related thereto) and terminate the hangar lease. Technologies and Parents
shall equally divide the amount of any gain or loss, any cash proceeds and the
payment of any tax incurred or tax benefit of any loss incurred thereby,
incurred by: (i) the sale of the corporate aircraft of Parent; (ii) the disposal
of spare parts; and (iii) the termination of the hangar lease.

SECTION 6.9 Disposal of ICP. Parent and Technologies agree that it is
---------------
in the best interests of both parties to have that certain plant and equipment
formerly used in connection with the Carageenan extraction business of Parent in
Ireland (the "ICP") withheld from the Foreign Transfers. During the period that
Technologies remains the owner of the ICP, Parent shall indemnify and hold
harmless Technologies from and against all Indemnifiable Losses relating to the
ICP. Parent shall be primarily responsible for the disposal of the ICP. Within
thirty (30) days of the date of receipt of any proceeds from the disposal of the
ICP, Technologies shall remit to Parent the after-tax amount of such proceeds
(applying the Irish regular corporate income tax rate and Swiss tax rate
applicable to the Irish branch operations) received from the disposal of the
ICP, net of after-tax expenses directly associated with the sale of ICP.
Technologies shall record any book gain associated with the sale of ICP. Any
payment made by Technologies to Parent under this Section 6.9 shall be treated
for financial accounting purposes as an expense by Technologies and income by
Parent.

ARTICLE VII

ACCESS TO INFORMATION

SECTION 7.1 Agreement for Exchange of Information. (a) Each of Parent
-------------------------------------
and Technologies, on behalf of its respective Group, agrees to provide, or cause
to be provided, to the other Group, at any time before, on or after the
Assumption Time, as soon as reasonably practicable after written request
therefor, any Information in the possession or under the control of such
respective Group which the requesting party reasonably needs (i) to comply with
reporting, disclosure, filing or other requirements imposed on the requesting
party (including under applicable securities or Tax laws) by a Governmental
Authority having jurisdiction over the requesting party including in connection
with any Registration Statement, (ii) for use in any other judicial, regulatory,
administrative, Tax or other proceeding or in order to satisfy audit,
accounting, claims, regulatory, litigation, Tax or other similar requirements,
or (iii) to comply with its obligations under this Agreement or any Ancillary
Agreement; provided, however, that in the event that any party determines that
--------  -------
any such provision of Information could be commercially detrimental, violate any
law or agreement, or waive any attorney-client privilege, the parties shall take
all reasonable measures to permit the compliance with such obligations in a
manner that avoids any such harm or consequence. Parent and Technologies intend
that any transfer of Information that would otherwise be within the attorney-
client privilege shall not operate as a waiver of any potentially applicable
privilege. Each party shall make its employees

and facilities available during normal business hours and on reasonable prior
notice to provide explanation of any Information provided hereunder.

(b)  After the Assumption Time, Technologies shall provide, or cause
to be provided, to Parent in such form as Parent shall request, at no charge to
Parent, all historical financial and other data and Information as Parent
determines necessary or advisable in order to prepare Parent financial
statements and reports or filings with any Governmental Authority.

SECTION 7.2 Ownership of Information. Any Information owned by one
------------------------
Group that is provided to a requesting party pursuant to Section 7.1 shall be
-----------
deemed to remain the property of the providing party. Unless specifically set
forth herein, nothing contained in this Agreement shall be construed as granting
or conferring rights of license or otherwise in any such Information.

SECTION 7.3 Compensation for Providing Information. The party
-------------------------------------- 
requesting such Information agrees to reimburse the other party for the
reasonable out-of-pocket costs, fees and expenses, if any, of creating,
gathering and copying such Information, to the extent that such costs, fees and
expenses are incurred for the benefit of the requesting party, provided that
reasonable detail of such costs, fees and expenses have been provided.

SECTION 7.4 Record Retention. To facilitate the possible exchange of
----------------
Information pursuant to this Article VII and other provisions of this Agreement
-----------
after the Assumption Time, the parties agree to use their reasonable best
efforts to retain all Information in their respective possession or control at
the Assumption Time in accordance with the policies of Parent as in effect at
the Assumption Time. No party will destroy, or permit any of its Subsidiaries to
destroy, any Information which the other party may have the right to obtain
pursuant to this Agreement prior to sixty (60) days after the date of expiry of
the applicable statute of limitations (giving effect to any extensions) with
respect to such Information or three (3) years from the Distribution Date,
whichever is later, without first using its reasonable best efforts to notify
the other party of such proposed destruction and giving the other party the
opportunity to take possession of such information prior to such destruction.

SECTION 7.5 Limitation of Liability. No party shall have any Liability
-----------------------
to any other party in the event that any Information exchanged or provided
pursuant to this Agreement that is an estimate or forecast, or which is based on
an estimate or forecast, is found to be inaccurate, in the absence of willful
misconduct or fraud by the party providing such Information. No party shall have
any Liability to any other party if any Information is destroyed after
reasonable best efforts by such party to comply with the provisions of Section
-------
7.4.
---

SECTION 7.6 Other Agreements Providing for Exchange of Information.
------------------------------------------------------
The rights and obligations granted under this Article VII are subject to any
-----------
specific limitations, qualifications or additional provisions on the sharing,
exchange or confidential treatment of Information set forth in any Ancillary
Agreement.

SECTION 7.7 Production of Witnesses; Records; Cooperation. (a) After
---------------------------------------------
the Assumption Time, except in the case of an Action by one party hereto against
the other party hereto (which shall be governed by such discovery rules as may
be applicable thereto), each

party hereto shall use its reasonable best efforts to make available to each
other party, upon written request, the former, current and future directors,
officers, employees, other personnel and agents of the members of its respective
Group as witnesses and any books, records or other documents within its control
or which it otherwise has the ability to make available, to the extent that any
such person (giving consideration to business demands of such directors,
officers, employees, other personnel and agents) or books, records or other
documents may reasonably be required in connection with any Action in which the
requesting party may from time to time be involved, regardless of whether such
Action is a matter with respect to which indemnification may be sought
hereunder. The requesting party shall bear all out-of-pocket costs, fees and
expenses (including allocated costs of in-house counsel and other personnel) in
connection therewith.

(b)  If an Indemnifying Party or Parent chooses to defend or to seek
to compromise or settle any pending or threatened Third Party Claim, Parent or
such other party, as the case may be, shall use its reasonable best efforts to
make available to the other party, upon written request, the former, current and
future directors, officers, employees, other personnel and agents of the members
of its respective Group as witnesses and any books, records or other documents
within its control or which it otherwise has the ability to make available, to
the extent that any such person (giving consideration to business demands of
such directors, officers, employees, other personnel and agents) or books,
records or other documents may reasonably be required in connection with such
defense, settlement or compromise, or such prosecution, evaluation or pursuit,
as the case may be, and shall otherwise cooperate in such defense, settlement or
compromise, or such prosecution, evaluation or pursuit, as the case may be.

(c)  Without limiting the foregoing, the parties shall reasonably
cooperate and consult to the extent reasonably necessary with respect to any
Actions.

(d)  Without limiting any provision of this Section 7.7, each of the
-----------
parties agrees to cooperate, and to cause each member of its respective Group to
cooperate, with each other in the defense of any infringement or similar claim
with respect any Intellectual Property Rights and shall not claim to
acknowledge, or permit any member of its respective Group to claim to
acknowledge, the validity or infringing use of any intellectual property of a
third Person in a manner that would hamper or undermine the defense of such
infringement or similar claim.

(e)  The obligation of the parties to provide witnesses pursuant to
this Section 7.7 is intended to be interpreted in a manner so as to facilitate
-----------
cooperation and shall include the obligation to provide as witnesses inventors,
directors, officers, employees, other personnel and agents without regard to
whether any such individual could assert a possible business conflict (subject
to the exception set forth in the first sentence of Section 7.7(a)).
-------------- 

(f)  In connection with any matter contemplated by this Section 7.7,
-----------
the parties will enter into a mutually acceptable joint defense agreement so as
to maintain to the extent practicable any applicable attorney-client privilege
or work product immunity of any member of any Group.

SECTION 7.8 Confidentiality. (a) Subject to Section 7.9, each of
---------------                 -----------  
Parent and Technologies, on behalf of itself and each member of its respective
Group, agrees to hold, and to

cause its respective directors, officers, employees, agents, accountants,
counsel and other advisors and representatives to hold, in strict confidence,
with at least the same degree of care that such party then uses with respect to
its own confidential and proprietary information, all Information concerning
each such other Group that is either in its possession (including Information in
its possession prior to any of the date hereof, the Assumption Time or the
Distribution Date) or furnished by any such other Group or its respective
directors, officers, employees, agents, accountants, counsel and other advisors
and representatives at any time pursuant to this Agreement, any Ancillary
Agreement or otherwise, and shall not use any such Information other than for
such purposes as shall be expressly permitted hereunder or thereunder, except,
in each case, to the extent that such Information has been (i) in the public
domain through no fault of such party or any member of such Group or any of
their respective directors, officers, employees, agents, accountants, counsel
and other advisors and representatives, (ii) later lawfully acquired from other
sources by such party (or any member of such party's Group) which sources are
not themselves bound by a confidentiality obligation, or (iii) independently
generated without reference to any proprietary or confidential Information of
the other party.

(b)  Each party agrees not to release or disclose, or permit to be
released or disclosed, any such Information to any other Person, except its
directors, officers, employees, agents, accountants, counsel and other advisors
and representatives who need to know such Information (who shall be advised of
their obligations hereunder with respect to such Information), except in
compliance with Section 7.9. Without limiting the foregoing, when any
-----------
Information is no longer needed for the purposes contemplated by this Agreement
or any Ancillary Agreement, each party will promptly after request of the other
party either return to the other party all Information in a tangible form
(including all copies thereof and all notes, extracts or summaries based
thereon) or certify to the other party that it has destroyed such Information
(and such copies thereof and such notes, extracts or summaries based thereon).

SECTION 7.9 Protective Arrangements. In the event that any party or
-----------------------
any member of its Group either determines on the advice of its counsel that it
is required to disclose any Information pursuant to applicable law or receives
any demand under lawful process or from any Governmental Authority to disclose
or provide Information of any other party (or any member of any other party's
Group) that is subject to the confidentiality provisions hereof, such party
shall notify the other party prior to disclosing or providing such Information
and shall cooperate at the expense of the requesting party in seeking any
reasonable protective arrangements requested by such other party. Subject to the
foregoing, the Person that received such request may thereafter disclose or
provide Information to the extent required by such law (as so advised by
counsel) or by lawful process or such Governmental Authority.

ARTICLE VIII

NO REPRESENTATIONS OR WARRANTIES

SECTION 8.1 No Representations or Warranties. Except as expressly set
-------------------------------- 
forth herein or in any other Ancillary Agreement, Technologies understands and
agrees that no member of the Parent Group is, in this Agreement or in any other
agreement or document, representing or warranting to Technologies or any member
of the Technologies Group in any way as to the Technologies Assets, the
Technologies Business or the Technologies Liabilities, it 

being agreed and understood that Technologies and each member of the
Technologies Group shall take all of the Technologies Assets "as is, where is."
Except as expressly set forth herein or in any other Ancillary Agreement and
subject to Sections 5.1, 5.2, 6.5 and 11.1(b), Technologies and each member of
------------  ---  ---     -------
the Technologies Group shall bear the economic and legal risk that the
Technologies Assets shall prove to be insufficient or that the title of any
member of the Technologies Group to any Technologies Assets shall be other than
good and marketable and free from encumbrances. The foregoing shall be without
prejudice to any rights under Article II, Section 5.1, Section 5.2 and Section
----------  -----------  -----------     -------
6.5 or to the covenants otherwise contained in this Agreement or any other
---
Ancillary Agreement.

ARTICLE IX

REGISTRATION RIGHTS

SECTION 9.1 Demand Registration Rights. (a) Parent shall have the
--------------------------
right, exercisable on multiple occasions from time to time after the expiration
of the lock-up period specified in the Underwriting Agreements, but no more
frequently than twice during any 12-month period, to require Technologies to
register for offer and sale under the Securities Act (a "Demand") all or a
------
portion of the Technologies Common Stock ("Demand Shares") held by Parent or any
-------------
Parent Subsidiary; provided that Parent shall not be entitled to make a Demand
-------- 
hereunder unless (i) the Demand Shares represents at least 5% of the aggregate
shares of Technologies Common Stock then issued and outstanding and (ii) Parent
holds not less than 10% of the then outstanding Technologies Common Stock on the
date that Parent requests such Demand. Upon receiving a request for such Demand,
Technologies shall use reasonable best efforts (i) to file as promptly as
reasonably practicable a registration statement on such form as Technologies may
reasonably deem appropriate (provided that Technologies shall not be obligated
--------
to register any securities on a "shelf" registration statement or otherwise to
register securities for offer or sale on a continuous or delayed basis)
providing for the registration of the sale of such Demand Shares pursuant to the
intended method of distribution requested by Parent (a "Demand Registration"),
-------------------
and (ii) to cause such registration statement first to become effective and then
to remain effective for such period of time (not to exceed 90 days from the day
such registration statement first becomes effective, subject to extension to the
extent of any suspension in the obligation to keep effective provided below) as
may be reasonably necessary to effect such offers and sales.

(b)  Notwithstanding anything in this Agreement to the contrary,
Technologies shall be entitled to postpone and delay, for reasonable periods of
time, but in no event more than an aggregate of 60 days during any 12-month
period (a "Blackout Period"), the filing or effectiveness of any registration
---------------
statement relating to a Demand Registration if Technologies shall determine that
any such filing or the offering of any Demand Shares would, (i) in the good
faith judgment of the Board of Directors of Technologies, impede, delay or
otherwise interfere with any pending or contemplated material acquisition,
corporate reorganization or other similar transaction involving Technologies,
(ii) based upon advice from an investment banker or financial advisor, adversely
affect any pending or contemplated financing, offering or sale of any class of
securities by Technologies or (iii) in the good faith judgment of the Board of
Directors of Technologies, require disclosure of material non-public information
(other than information relating to an event described in clauses (i) or (ii)
above) which, if disclosed at such time, would

be harmful to the best interests of Technologies and its stockholders; provided,
--------
however, that in each case Technologies shall give written notice to Parent of
-------
its determination to postpone or delay the filing of any Demand Registration;
and provided, further, that in each case in the event that Technologies proposes
--------  -------
to register Technologies Common Stock, whether or not for sale for its own
account, during a Blackout Period, Parent shall have the right to exercise its
rights under Section 9.2 of this Agreement with respect to such registration,
-----------
subject to the limitations contained in this Agreement on the exercise of such
rights. 

(c)  In connection with an underwritten offering, if the managing
underwriter or co-managing underwriter reasonably and in good faith shall have
advised Technologies or Parent that, in its opinion, the number of Demand Shares
subject to a Demand Request exceeds the number which can be sold in such
offering, Parent shall include in such registration the number of Demand Shares
that, in the opinion of such managing underwriter or underwriters, can be sold
in such offering; provided that if as a result of any reduction pursuant to this
--------  
paragraph (c), the Technologies Common Stock subject to such Demand represents
5% or less of the aggregate shares of Technologies Common Stock then issued and
outstanding, Parent may withdraw such Demand with respect to all Demand Shares
covered thereby and such registration shall not count for the purposes of
determining the number of Demand Registrations to which Parent is entitled under
Section 9.1(a).
--------------

(d)  In connection with any underwritten offering, the managing
underwriter for such Demand Registration shall be selected by Parent, provided
--------
that such managing underwriter shall be a nationally recognized investment
banking firm and shall be reasonably acceptable to Technologies. Technologies
may, at its option, select a nationally recognized investment banking firm
reasonably acceptable to Parent to act as co-managing underwriter.

SECTION 9.2  Piggy-back Registration Rights. (a) If at any time
------------------------------  
Technologies intends to file on its behalf or on behalf of any of its
securityholders a registration statement in connection with a public offering of
any securities of Technologies on a form and in a manner that would permit the
registration for offer and sale of Technologies Common Stock held by Parent or
any Parent Subsidiary, other than a registration statement on Form S-8 or Form
S-4, then Technologies shall give written notice (an "Intended Offering Notice")
------------------------ 
of such intention to Parent at least 20 business days prior to the anticipated
filing date of such registration statement. Such Intended Offering Notice shall
offer to include in such registration statement for offer to the public such
number of shares of Common Stock as Parent may request, subject to the
conditions set forth herein, and shall specify, to the extent then known, the
number and class of securities proposed to be registered, the proposed date of
filing of such registration statement, any proposed means of distribution of
such securities, any proposed managing underwriter or underwriters of such
securities and a good faith estimate by Technologies of the proposed maximum
offering price of such securities, as such price is proposed to appear on the
facing page of such registration statement. Parent shall advise Technologies in
writing (such written notice being a "Piggy-back Notice") not later than 10
-----------------  
business days after Technologies' delivery to Parent of the Intended Offering
Notice, if Parent desires to participate in such offering. The Piggy-back Notice
shall set forth the number of shares of Technologies Common Stock that Parent
desires to have included in the registration statement and offered to the public
(the "Piggy-back Shares"). Upon the request of Technologies, Parent shall enter
-----------------
into such 

underwriting, custody and other agreements as are customary in connection with
registered secondary offerings or necessary or appropriate in connection with
the offering.

(b)  In connection with an underwritten offering pursuant to this
Section 9.2, if the managing underwriter or underwriters advise Technologies and
-----------
Parent in writing that in its or their opinion the number of securities proposed
to be registered exceeds the number that can be sold in such offering,
Technologies shall include in such registration the number of securities that,
in the opinion of such managing underwriter or underwriters, can be sold as
follows: (i) first, the securities that Technologies proposes to sell, (ii)
second, Piggy-back Shares requested to be included in such registration by
Parent and (iii) third, other securities requested to be included in such
registration.

SECTION 9.3  Registration Procedures. In connection with any
-----------------------
registration statement registering either Demand Shares or Piggy-back Shares (a
"Registration Statement"), the following provisions shall apply:
----------------------

(a)  Before filing a Registration Statement or the prospectus included
therein, Technologies will furnish to Parent and the managing underwriter or
underwriters, if any, draft copies of all such documents proposed to be filed at
least three (3) days prior to such filing, which documents will be subject to
the reasonable review of Parent and the managing underwriter or underwriters, if
any, and their respective agents and representatives and (x) Technologies will
not include in any Registration Statement information concerning or relating to
Parent to which Parent shall reasonably object (unless the inclusion of such
information is required by applicable law or the regulations of any securities
exchange to which Technologies may be subject), and (y) Technologies will not
file any Registration Statement pursuant to Section 9.1 or any amendment thereto
----------- 
or any prospectus or any supplement thereto to which Parent shall reasonably
object.

(b)  Technologies shall furnish to Parent, prior to the time the
Registration Statement has been declared effective, a copy of the Registration
Statement as initially filed with the SEC, and each amendment thereto and each
amendment or supplement, if any, to the prospectus included therein.

(c)  Subject to Section 9.1(b) and in respect of a Registration
--------------    
Statement under Section 9.1, Technologies shall use reasonable best efforts to
-----------     
take promptly such action as may be necessary so that (i) each of the
Registration Statement and any amendment thereto and the prospectus forming part
thereof and any amendment or supplement thereto (and each report or other
document incorporated therein by reference in each case), when it becomes
effective, complies in all material respects with the Securities Act and the
Exchange Act and the rules and regulations thereunder, (ii) each of the
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) each of the prospectus forming part of the
Registration Statement, and any amendment or supplement to such prospectus, does
not at any time during the period during which Technologies is required to use
reasonable best efforts to keep a Registration Statement effective under Section
-------
9.1(a) include an untrue statement of a material fact or omit to state a
------
material fact necessary in order to make the statements therein, in the light of
the circumstances 

under which they were made, not misleading.

(d)  Technologies shall, promptly upon learning thereof, notify Parent
of the following, and shall confirm such notice in writing if so requested:

(i)    when a Registration Statement and any amendment thereto
has been filed with the SEC and when the Registration Statement or any 
post-effective amendment thereto has become effective;

(ii)   of any request by the SEC for amendments or supplements
to the Registration Statement or the prospectus included therein or for
additional information with respect to the Registration Statement and
prospectus;

(iii)  of the issuance by the SEC of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any
proceedings for such purpose;

(iv)   of the receipt by Technologies of any notification with
respect to the suspension of the qualification of the securities included
in the Registration Statement for sale in any jurisdiction or the
initiation of any proceeding for such purpose; and

(v)    following the effectiveness of any Registration Statement,
of the happening of any event or the existence of any state of facts that
requires the making of any changes in the Registration Statement or the
prospectus included therein so that, as of such date, such Registration
Statement and prospectus do not contain an untrue statement of a material
fact and do not omit to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of the prospectus,
in light of the circumstances under which they were made) not misleading
(which notice shall be accompanied by an instruction to Parent to suspend
the use of the prospectus until the requisite changes have been made, which
instruction Parent agrees to follow).

(e)  In respect of a Registration Statement under Section 9.1 (and not
-----------
Section 9.2), Technologies shall use reasonable best efforts to prevent the
------------
issuance, and if issued to obtain the withdrawal, of any stop order suspending
the effectiveness of the Registration Statement at the earliest possible time.

(f)  Technologies shall furnish to Parent, without charge, at least
one copy of the Registration Statement and all post-effective amendments
thereto, including financial statements and schedules, and, if Parent so
requests in writing, all reports, other documents and exhibits that are filed
with or incorporated by reference in the Registration Statement.

(g)  Technologies shall, during the period during which Technologies
is required to use reasonable best efforts to keep a Registration Statement
continuously effective under Section 9.1(a) or elects to keep a Registration
--------------
Statement effective under Section 9.2, deliver to Parent without charge, as many
-----------
copies of the prospectus (including each preliminary prospectus) included in the
Registration Statement and any amendment or supplement thereto as 

Parent may reasonably request, and Technologies consents (except during the
continuance of any event described in Section 9.1(b) or Section 9.3(d)(v)
--------------    -----------------  
hereof) to the use of the prospectus, with any amendment or supplement thereto,
by Parent in connection with the offering and sale of any Demand Shares or 
Piggy-back Shares (such shares, the "Registrable Shares") covered by the
------------------   
prospectus and any amendment or supplement thereto during such period.

(i)  Prior to any offering of Registrable Shares pursuant to the
Registration Statement, Technologies shall use reasonable best efforts to (i)
register or qualify or cooperate with Parent and its counsel in connection with
the registration or qualification of such Registrable Shares for offer and sale
under the securities or "blue sky" laws of such jurisdictions within the United
States as Parent may reasonably request, (ii) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers and sales in such jurisdictions for the period during
which Technologies is required to use reasonable best efforts to keep a
Registration Statement continuously effective under Section 9.1(a), and (iii)
--------------   
take any and all other reasonable actions requested by Parent which are
necessary to enable the disposition in such jurisdictions of such Registrable
Shares; provided, however, that in no event shall Technologies be obligated to
--------  -------       
(1) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but for this
Agreement or (2) file any general consent to service of process or subject
itself to Tax in any jurisdiction where it is not so subject.

(j)  Technologies shall cooperate with Parent to facilitate the timely
preparation and delivery of certificates representing Registrable Shares to be
sold pursuant to the Registration Statement, which certificates shall comply
with the requirements of any United States securities exchange upon which any
Registrable Shares are listed (provided that nothing herein shall require
--------    
Technologies to list any Registrable Shares on any securities exchange on which
they are not currently listed) and the rules and regulations of the National
Association of Securities Dealers, as applicable, and which certificates shall
be free of any restrictive legends and in such permitted denominations and
registered in such names as Parent may request in connection with the sale of
Registrable Shares pursuant to the Registration Statement.

(k)  Technologies shall:

(i)  make such reasonable representations and warranties in the
applicable underwriting agreement to the underwriters, in form, substance
and scope as are customary and as are consistent with the representations
and warranties made in the Underwriting Agreements;

(ii) use reasonable best efforts to cause all Registrable Shares
covered by any Registration Statement to be listed on the NYSE or on the
principal securities exchange on which Technologies Common Stock is then
listed, or if no similar securities are then listed, cause all such
Registrable Shares to be listed on a United States national securities
exchange or secure designation of each such Regitrable Share as a Nasdaq
National Market "national market system security" or secure National
Association of Securities Dealers Automated Quotation authorization for
such shares;

(iii)  in connection with any underwritten offering, use
reasonable best efforts to obtain opinions of counsel to Technologies
(which counsel and opinions in form, scope and substance) shall be
reasonably satisfactory to the underwriters addressed to the underwriters,
covering such matters as are customary to the extent reasonably required by
the applicable underwriting agreement;

(iv)   in connection with any underwritten offering, use
reasonable best efforts to obtain "cold comfort" letters and updates
thereof from the independent public accountants of Technologies (and, if
necessary, from the independent public accountants of any subsidiary of
Technologies or of any business acquired by Technologies for which
financial statements and financial data are, or are required to be,
included in the Registration Statement), addressed to Parent and the
underwriters, in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with secondary
underwritten offerings of equity securities;

(v)    in connection with any underwritten offering, use
reasonable best efforts to deliver such documents and certificates as may
be reasonably requested by Parent and the underwriters, if any, including,
without limitation, certificates to evidence compliance with any conditions
contained in the underwriting agreement or other agreements entered into by
Technologies; and

(vi)   undertake such obligations relating to expense
reimbursement, indemnification and contribution as provided in Section 9.4
-----------
and Article V hereof.
--------- 

(k)  Technologies shall comply with all applicable rules and
regulations of the SEC and make available to its security holders an earning
statement, as soon as reasonably practicable but in no event later than 90 days
after the end of the period of 12 months commencing on the first day of any
fiscal quarter next succeeding each sale by Parent of Registrable Shares after
the date hereof, which earning statement shall cover such twelve month period
and shall satisfy the provisions of Section 11(a) of the Securities Act and may
be prepared in accordance with Rule 158 under the Securities Act.

(l)  In respect of a Registration Statement under Section 9.1 (and not
-----------
Section 9.2), Technologies shall use reasonable best efforts to take all other
-----------
steps reasonably necessary to effect the timely registration, offering and sale
of the Registrable Securities covered by the Registration Statements
contemplated hereby.

(m)  Parent shall notify Technologies as promptly as practicable of
any inaccuracy or change in Information previously furnished by Parent to
Technologies pursuant to Section 7.1 for inclusion in any Registration Statement
-----------
or related prospectus or exhibits or of the occurrence of any event, in either
case as a result of which any Registration Statement or related prospectus or
exhibit contains or would contain an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, and promptly furnish to Technologies any additional
Information required to correct and update any previously furnished Information
or required so that such prospectus shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make 

the statements therein, in light of the circumstances under which they were
made, not misleading.

SECTION 9.4   Registration Expenses. Technologies shall bear the costs, 
---------------------
fees and expenses arising in connection with the performance of its obligations
under Section 9.1, Section 9.2 and Section 9.3. Parent shall bear all of the
-----------  -----------     ----------- 
costs, fees and expenses of counsel to Parent, any applicable underwriting
discounts or commissions, and registration or filing fees with respect to the
Registrable Shares being sold by Parent.

SECTION 9.5   Termination of Registration Obligation. Notwithstanding
--------------------------------------
anything to the contrary contained in this Agreement, the provisions of Section
-------
9.1, Section 9.2 and Section 9.3 shall terminate upon completion of the
---  -----------     -----------
Distribution.

ARTICLE X

TERMINATION

SECTION 10.1  Termination by Mutual Consent. This Agreement may be
-----------------------------
terminated at any time prior to the Distribution Date by the mutual consent of
Parent and Technologies.

SECTION 10.2  Effect of Termination. (a) In the event of any termination of
--------------------- 
this Agreement prior to consummation of the IPO, no party to this Agreement (or
any of its directors or officers) shall have any Liability or further obligation
to any other party.

(b)  In the event of any termination of this Agreement on or after the
consummation of the IPO, only the provisions of Article IV and Section 6.6 will
----------     -----------  
terminate and the other provisions of this Agreement and each Ancillary
Agreement shall remain in full force and effect.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1  Complete Agreement; Corporate Power. (a) This Agreement, the
-----------------------------------  
Exhibits and Schedules hereto and the Ancillary Agreements shall constitute the
entire agreement between the parties hereto with respect to the subject matter
hereof and shall supersede all previous negotiations, commitments and writings
with respect to such subject matter.

(b)  Parent represents on behalf of itself and each other member of
the Parent Group and Technologies represents on behalf of itself and each other
member of the Technologies Group as follows:

(i)  each such Person has the requisite corporate or other power
and authority and has taken all corporate or other action necessary in order to
execute, deliver and perform each of this Agreement and each other Ancillary
Agreement to which it is a party and to consummate the transactions contemplated
hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a
party has been duly executed and delivered by it and constitutes a valid and
binding agreement of it enforceable in accordance with the terms thereof.

SECTION 11.2  Expenses. Except as expressly set forth in this Agreement or
--------
in any Ancillary Agreement, whether or not the Separation, the IPO or the
Distribution are consummated, all third party fees, costs and expenses paid or
incurred in connection with the transactions contemplated by this Agreement and
the Ancillary Agreements will be paid by the party incurring such fees, costs or
expenses.

SECTION 11.3  Governing Law. This Agreement shall be governed by and
-------------     
construed in accordance with the laws of the State of Delaware (other than the
laws regarding choice of laws and conflicts of laws that would apply the
substantive laws of any other jurisdiction) as to all matters, including matters
of validity, construction, effect, performance and remedies.

SECTION 11.4  Notices. All notices, requests, claims, demands and other
------- 
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by standard
form of telecommunications, by courier, or by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:

If to Parent or any member of the Parent Group:

Prior to the Distribution:       After the Distribution:

FMC Corporation                  FMC Corporation
200 East Randolph Drive          1735 Market Street
Chicago, Illinois 60601          Philadelphia, Pennsylvania 19103
Attention: General Counsel       Attention: Chief Executive Officer
Fax: (312) 861-6176              Fax: (215) 299-5999

If to Technologies or any member of the Technologies Group:

FMC Technologies, Inc.
200 East Randolph Drive
Chicago, Illinois 60601
Attention: President
Fax: (312) 861-6176

or to such other address as any party hereto may have furnished to the other
parties by a notice in writing in accordance with this Section 11.4.
------------

SECTION 11.5  Amendment and Modification. This Agreement may be amended,
--------------------------
modified or supplemented only by a written agreement signed by all of the
parties hereto.

SECTION 11.6  Successors and Assigns; No Third-Party Beneficiaries. This
---------------------------------------------------- 
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their successors and permitted assigns,
but neither this Agreement nor any of the rights, interests and obligations
hereunder shall be assigned by any party hereto without the prior written
consent of the other party. Except for the provisions of Sections 5.2 and 5.3
------------     ---
relating to indemnities, which are also for the benefit of the Indemnitees, this
Agreement is solely for the benefit of the parties hereto and their Subsidiaries
and Affiliates and is not intended to confer upon any other Persons any rights
or remedies hereunder.

SECTION 11.7  Counterparts. This Agreement may be executed in counterparts,
------------ 
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

SECTION 11.8  Interpretation. The Article and Section headings contained in
--------------                     
this Agreement are solely for the purpose of reference, are not part of the
agreement of the parties hereto and shall not in any way affect the meaning or
interpretation of this Agreement.

SECTION 11.9  Severability. If any provision of this Agreement or the
------------ 
application thereof to any person or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to persons or
circumstances other than those as to which it has been held invalid or
unenforceable, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby, so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party.

SECTION 11.10 References; Construction. References to any "Article,"
------------------------ 
"Exhibit," "Schedule" or "Section," without more, are to Articles, Exhibits,
Schedules and Sections to or of this Agreement. Unless otherwise expressly
stated, clauses beginning with the term "including" set forth examples only and
in no way limit the generality of the matters thus exemplified.

SECTION 11.11 Conflict with Ancillary Agreements. Except to the extent
---------------------------------- 
Section 5.2, 5.3 or 12.1 conflict with the Tax Sharing Agreement, in which case
-----------  ---    ----
the Tax Sharing Agreement shall govern, the provisions of this Agreement shall
govern in the event of any conflict between the provisions of any Ancillary
Agreement and this Agreement.

SECTION 11.12 Post Foreign Restructuring Contribution. Parent and
--------------------------------------- 
Technologies understand and acknowledge that certain trade and government
receivables of the chemical operations of the current UK affiliate of Parent
(the "Retained Receivables") are being withheld from the Ancillary Agreement
with respect to such Foreign Transfer (the "UK Transfer Agreement") and as a
result are being transferred to Technologies pursuant to this Agreement. As a
result of this transaction, Technologies will (in accordance with the operation
and provision of Schedule 2.6) carry an increased initial amount of indebtedness
------------   
that reflects the face value of the Retained Receivables, and Parent agrees to
make periodic capital contributions to Technologies, as provided herein. No
additional shares of Technologies Common Stock shall be issued in consideration
for Parent making such capital contributions. The capital contributions shall be
made on a monthly basis (in arrears) until the date that all Retained
Receivables are 

either paid in full or repurchased by the relevant foreign subsidiary of Parent
in accordance with the UK Transfer Agreement. The amount of the monthly capital
contribution shall be equal to:

(a)  the average monthly balance of Retained Receivables (that being
the average of the face value of Retained Receivables as of the
first day of the applicable month and the face value of Retained
Receivables as of the last day of the applicable month),
multiplied by
-------------

(b)  the Interest Rate for the month preceding the month in which the
payment is to be made (as quoted in the Wall Street Journal);
multiplied by
-------------

(c)  61 percent.

Such monthly capital contributions shall be made within thirty (30) Business
Days following the last day of the month to which the computation relates and
shall be payable in U. S. dollars.

ARTICLE XII

NEGOTIATION

SECTION 12.1 Negotiation. In the event of any dispute or disagreement
-----------  
between any member of the Parent Group, on one hand, and any member of the
Technologies Group, on the other hand, as to the interpretation of any provision
of this Agreement or Ancillary Agreements (or the performance of obligations
hereunder or thereunder), the dispute, upon written request of Parent or
Technologies, as applicable, shall be referred to representatives of the parties
for decision, each party being represented by its Chief Executive Officer. The
Chief Executive Officers shall promptly meet in a good faith effort to resolve
the dispute or determine a means to resolve the dispute. If the Chief Executive
Officers do not agree upon a decision within thirty (30) days after reference of
the matter to them, each Parent and Technologies shall be free to exercise all
rights and remedies available to them.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.

FMC CORPORATION

By: /s/ William G. Walter
---------------------------------   
Name:  William G. Walter
Title: Executive Vice President

FMC TECHNOLOGIES, INC.

By: /s/ Randall S. Ellis
---------------------------------  
Name:  Randall S. Ellis
Title: Vice President

EXHIBIT 4.3

$250,000,000

FIVE-YEAR
CREDIT AGREEMENT

Among

FMC CORPORATION,

FMC TECHNOLOGIES, INC.,

BANK OF AMERICA, N.A.,
as Administrative Agent

and
L/C Issuer,

and
The Lenders Named Herein,
as Lenders

BANC OF AMERICA SECURITIES LLC
and
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Co-Book Managers

CITIBANK, N.A.,
as Syndication Agent

COOPERATIVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
as Documentation Agent

Dated as of April 26, 2001

TABLE OF CONTENTS

Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS.......................................................1
1.01         Defined Terms...............................................................1
1.02         Other Interpretive Provisions..............................................14
1.03         Accounting Terms...........................................................14
1.04         Rounding...................................................................15
1.05         References to Agreements and Laws..........................................15

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS................................................15
2.01         Loans......................................................................15
2.02         Borrowings, Conversions and Continuations of Loans.........................15
2.03         Letters of Credit..........................................................17
2.04         Prepayments................................................................23
2.05         Reduction or Termination of Commitments....................................23
2.06         Repayment of Loans.........................................................23
2.07         Interest...................................................................23
2.08         Fees.......................................................................24
2.09         Computation of Interest and Fees...........................................24
2.10         Evidence of Debt...........................................................25
2.11         Payments Generally.........................................................25
2.12         Sharing of Payments........................................................27
2.13         Regulation D Compensation..................................................27

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY..............................................28
3.01         Taxes......................................................................28
3.02         Illegality.................................................................29
3.03         Inability to Determine

Rates...............................................30
3.04         Increased Cost and Reduced Return; Capital Adequacy........................30
3.05         Funding Losses.............................................................30
3.06         Matters Applicable to all Requests for Compensation........................31
3.07         Survival...................................................................31

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS............................................31
4.01         Conditions of Initial Credit Extension.....................................31
4.02         Conditions to the Assumption...............................................33
4.03         Conditions to all Credit Extensions........................................34
4.04         Guaranty Release Conditions................................................34

ARTICLE V. REPRESENTATIONS AND WARRANTIES........................................................35
5.01         Corporate or Partnership Existence and Power...............................35
5.02         Corporate and Governmental Authorization; No Contravention.................35
5.03         Binding Effect.............................................................35
5.04         Financial Information......................................................35
5.05         Litigation.................................................................36
5.06         Compliance with ERISA......................................................36
5.07         Environmental Matters......................................................36
5.08         Taxes......................................................................36
5.09         Full Disclosure............................................................37

i

5.10         Compliance with Laws.......................................................37
5.11         Regulated Status...........................................................37

ARTICLE VI. AFFIRMATIVE COVENANTS................................................................37
6.01         Information................................................................37
6.02         Payment of Obligations.....................................................39
6.03         Maintenance of Property; Insurance.........................................39
6.04         Inspection of Property, Books and Records..................................39
6.05         Maintenance of Existence, Rights, Etc......................................40
6.06         Bridge Credit Agreement....................................................40

ARTICLE VII. NEGATIVE COVENANTS..................................................................40
7.01         Liens......................................................................40
7.02         Consolidations, Mergers and Sales of Assets................................42
7.03         Use of Proceeds............................................................43
7.04         Compliance with Laws.......................................................43
7.05         Restricted Subsidiary Debt.................................................43
7.06         Restricted Payments........................................................44
7.07         Investments in Unrestricted Subsidiaries...................................44
7.08         Limitations on Upstreaming.................................................44
7.09         Transactions with Affiliates...............................................44
7.10         Financial Covenants........................................................44

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES.....................................................45
8.01         Events of Default..........................................................45

ARTICLE IX. ADMINISTRATIVE AGENT.................................................................47
9.01         Appointment and Authorization of Administrative Agent......................47
9.02         Delegation of Duties.......................................................47
9.03         Liability of Administrative Agent..........................................47
9.04         Reliance by Administrative Agent...........................................48
9.05         Notice of Default..........................................................48
9.06         Credit Decision; Disclosure of Information by Administrative Agent.........49
9.07         Indemnification of Administrative Agent....................................49
9.08         Administrative Agent in its Individual Capacity............................49
9.09         Successor Administrative Agent.............................................50
9.10         Other Agents...............................................................50

ARTICLE X. MISCELLANEOUS.........................................................................50
10.01        Amendments, Etc............................................................50
10.02        Notices and Other Communications; Facsimile Copies.........................51
10.03        No Waiver; Cumulative Remedies.............................................52
10.04        Attorney Costs, Expenses and Taxes.........................................52
10.05        Indemnification by the Borrower............................................52
10.06        Payments Set Aside.........................................................53
10.07        Successors and Assigns.....................................................53
10.08        Confidentiality............................................................56
10.09        Set-off....................................................................56
10.10        Interest Rate Limitation...................................................57
10.11        Counterparts...............................................................57
10.12        Integration................................................................57
10.13        Survival of Representations and Warranties.................................57

ii

10.14        Severability...............................................................57
10.15        Removal and Replacement of Lenders.........................................58
10.16        Governing Law..............................................................58
10.17        Waiver of Right to Trial by Jury...........................................59
10.18        Time of the Essence........................................................59

iii

FIVE-YEAR CREDIT AGREEMENT
--------------------------

THIS FIVE-YEAR CREDIT AGREEMENT is entered into as of April 26, 2001,
among FMC CORPORATION, a Delaware corporation ("FMC"), FMC TECHNOLOGIES, INC., a
Delaware corporation ("Technologies"), each lender from time to time party
hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF
AMERICA, N.A., as Administrative Agent (defined below) and L/C Issuer (defined
below).

FMC has requested that the Lenders provide a revolving credit facility,
and the Lenders are willing to do so on the terms and conditions set forth
herein.

In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall
-------------
have the meanings set forth below:

Adjusted Total Debt means, at any date, the Debt of the Borrower and its
Consolidated Restricted Subsidiaries, determined on a consolidated basis as of
such date.

Administrative Agent means Bank of America in its capacity as
administrative agent under the Loan Documents, or any successor administrative
agent.

Administrative Agent's Office means the Administrative Agent's address
and, as appropriate, account as set forth below its signature hereto, or such
other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

Administrative Questionnaire means, with respect to each Lender, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Lender.

Affiliate means, as to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with,
such Person. A Person shall be deemed to be "controlled by" any other Person if
such other Person possesses, directly or indirectly, power (a) to vote 10% or
more of the securities (on a fully diluted basis) having ordinary voting power
for the election of directors or managing general partners or (b) to direct or
cause the direction of the management and policies of such Person whether by
contract or otherwise.

Agent-Related Persons means the Administrative Agent (including any
successor administrative agent), together with its Affiliates and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

Aggregate Commitments has the meaning specified in the definition of
"Commitment."

Agreement means this Five-Year Credit Agreement (as the same may hereafter
be amended, modified, supplemented or restated from time to time).

1

Applicable Rate means the following percentages per annum, based upon the
Debt Rating:

----------------------------------------------------------------------------------------------
Applicable Rate
---------------------------------------------------------------------------------------------- 
Eurodollar                     
Rate +
Pricing         Debt Ratings                                ----------
Level           S&P/Moody's           Facility Fee         Letters of     Utilization Fee 
Credit                  
---------------------------------------------------------------------------------------------- 

1             *BBB+/Baa1               .125%               .500%             .125%
---------------------------------------------------------------------------------------------- 
2              BBB/Baa2                .150%               .725%             .125%
---------------------------------------------------------------------------------------------- 
3              BBB-/Baa3               .200%               .800%             .125%                  
---------------------------------------------------------------------------------------------- 
4            **BB+/Ba1                 .300%               .950%             .125%   

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

*  more than or equal to sign
** less than or equal to sign

Debt Rating means, as of any date of determination, the rating as
determined by either S&P or Moody's (collectively, the "Debt Ratings") of
the Borrower's non-credit-enhanced, senior unsecured long-term debt;
provided that if a Debt Rating is issued by each of the foregoing rating
agencies, then the higher of such Debt Ratings shall apply (with Pricing
Level 1 being the highest and Pricing Level 4 being the lowest), unless
there is a split in Debt Ratings of more than one level, in which case the
average Debt Rating (or the higher of two intermediate Debt Ratings) shall
apply. If neither of the foregoing rating agencies issues a Debt Rating,
Pricing Level 4 shall apply.

On the Closing Date, the Applicable Rate shall be determined based upon the Debt
Rating specified in the certificate delivered pursuant to Section 4.01(a)(v) and
shall become effective on the Closing Date. Until the Guaranty Release Date, the
Applicable Rate shall be determined based upon the Debt Rating of FMC. On the
Guaranty Release Date, the Applicable Rate shall be determined based upon the
Debt Rating specified in the certificate delivered pursuant to Section 4.04(f)
and shall become effective on the Guaranty Release Date. Each change in the
Applicable Rate resulting from a publicly announced change in the Debt Rating
shall be effective during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding the effective
date of the next such change.

Assignment and Acceptance means an assignment and acceptance substantially
in the form of Exhibit F.

Assumption means the assumption by Technologies of all of the obligations
of FMC under the Loan Documents pursuant to Section 10.07(a).

Assumption Date has the meaning specified in Section 4.02.

Attorney Costs means and includes all reasonable fees and disbursements of
any law firm or other external counsel and, without duplication, the allocated
cost of internal legal services and all disbursements of internal counsel.

Bank of America means Bank of America, N.A.

Base Rate means, for any day, a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Such rate is a rate set by Bank of America based

2

upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

Base Rate Loan means a Loan that bears interest at the Base Rate.

Board means the Board of Governors of the Federal Reserve System of the
United States of America.

Borrower means (a) for the period from the date hereof to the Assumption,
FMC, and (b) for the period from and after the Assumption, Technologies, and
each of their respective successors and permitted assigns.

Bridge Credit Agreement means that certain 180-Day Credit Agreement dated
as of February 21, 2001, among FMC, Technologies, the lenders from time to time
party thereto and Citibank, N.A., as administrative agent.

Borrowing means a borrowing consisting of simultaneous Loans of the same
Type and having the same Interest Period made by each of the Lenders pursuant to
Section 2.01.

Business Day means any day other than a Saturday, Sunday, or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office is located and, if
such day relates to any Eurodollar Rate Loan, means any such day on which
dealings in Dollar deposits are conducted by and between banks in the London
interbank market.

Cash Collateralize means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to the Administrative Agent and
the L/C Issuer (which documents are hereby consented to by the Lenders).
Derivatives of such term shall have corresponding meanings.

Change of Control means an event or series of events by which:

(a) any Person or two or more Persons acting in concert (other than a
Plan or Plans) shall acquire beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended) of 20% or more of the outstanding shares
of voting stock of the Borrower;

(b) during any period of 12 consecutive months (or, in the case of
Technologies, such lesser period of time as shall have elapsed since the
date of the Technologies IPO), commencing before or after the date of this
Agreement (in the case of FMC) or commencing on the date of the
Technologies IPO (in the case of Technologies), individuals who at the
beginning of such 12 month (or lesser) period were directors of the
Borrower (together with any new directors whose election by the Borrower's
board of directors or whose nomination for election by the Borrower's
stockholders was approved by a vote of a majority of the directors then
still in office who either were directors at the beginning of such period
or whose election or nomination was previously so approved) cease for any
reason to constitute a majority of the board of directors of the Borrower;
or

3

(c) at any time prior to the Technologies IPO, Technologies shall
cease to be a wholly-owned Restricted Subsidiary of FMC.

Closing Date means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with this Agreement.

Code means the Internal Revenue Code of 1986.

Commitment means, as to each Lender, its obligation to (a) make Loans to
the Borrower pursuant to Section 2.01 and (b) purchase participations in L/C
Obligations in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01, as
such amount may be reduced or adjusted from time to time in accordance with this
Agreement (collectively, the "Aggregate Commitments").

Common Stock means all capital stock of an issuer except capital stock as
to which both the entitlement to dividends and the participation in assets upon
liquidation are by the terms of such capital stock limited to a fixed or
determinable amount.

Compensation Period has the meaning specified in Section 2.11(d)(ii).

Compliance Certificate means a certificate substantially in the form of
Exhibit E.

Consolidated Cash Flow means, for any period, Consolidated Net Income for
such period, plus (a) the aggregate pre-tax amounts deducted in determining such
Consolidated Net Income in respect of depreciation and amortization and other
similar non-cash charges (other than Non-Recurring Items), plus (b) the amount
of any increase (or minus the amount of any decrease) in the consolidated
deferred tax or general tax reserves of FMC and its Consolidated Restricted
Subsidiaries during such period, plus (c) Non-Recurring Items deducted in
determining Consolidated Net Income for such period, minus (d) cash outlays (net
of cash inflows) in such period with respect to Non-Recurring Items incurred
after September 30, 2000 (such cash outlays to be included in this calculation
only to the extent they cumulatively exceed $100,000,000 after September 30,
2000.)

Consolidated EBITDA means, for any period, Consolidated Net Income for
such period, plus, without duplication and to the extent included in determining
Consolidated Net Income for such period, the sum of (a) total income tax expense
of the Borrower and its Restricted Subsidiaries, (b) Consolidated Interest
Expense, (c) depreciation, depletion and amortization expense of the Borrower
and its Restricted Subsidiaries, (d) amortization of intangibles (including
goodwill) and organization costs of the Borrower and its Restricted Subsidiaries
and (e) any other non-cash charges, minus, to the extent included in determining
Consolidated Net Income for such period, any non-cash credits of the Borrower
and its Restricted Subsidiaries. For purposes of Sections 4.04(f)(ii), 7.10(d)
and 7.10(e), Consolidated EBITDA shall be deemed to be $49,900,000 for the
fiscal quarter ended June 30, 2000, $39,800,000 for the fiscal quarter ended
September 30, 2000, $48,000,000 for the fiscal quarter ended December 31, 2000
and $24,000,000 for the fiscal quarter ended March 31, 2001.

Consolidated Interest Expense means, for any period with respect to the
Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis,
the sum of (a) all interest, premium payments, fees, charges and related
expenses for such period in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of
assets, plus (b) the portion of rent expense with respect to such period under
capital leases that is treated as interest, minus (c) interest income for such
period. For purposes of Sections 4.04(f)(ii) and 7.10(e), Consolidated 

4

Interest Expense shall be deemed to be $4,500,000 for each of the fiscal
quarters ended June 30, 2000, September 30, 2000, December 31, 2000 and March
31, 2001 and $50,000 for each day from April1, 2001 to the Guaranty Release
Date.

Consolidated Net Income means, for any period, the net income (or loss) of
FMC or Technologies, as the case may be, and its Consolidated Restricted
Subsidiaries for such period, excluding, without duplication, (i) extraordinary
items, (ii) the effect of cumulative changes in generally accepted accounting
principles and (iii) any income (or loss) of any Unrestricted Subsidiary during
such period except to the extent of dividends received during such period by FMC
or Technologies, as the case may be, or by a Consolidated Restricted Subsidiary.

Consolidated Restricted Subsidiary means, at any date, any Restricted
Subsidiary the accounts of which would be consolidated with those of FMC or
Technologies, as the case may be, in its consolidated financial statements as of
such date.

Consolidated Subsidiary means, at any date, any Subsidiary or other entity
the accounts of which would be consolidated with those of FMC or Technologies,
as the case may be, in its consolidated financial statements as of such date.

Consolidated Tangible Net Worth means, at any time, the consolidated
stockholders' equity of the Borrower and its Consolidated Restricted
Subsidiaries at such time, minus the consolidated Intangible Assets of the
Borrower and its Consolidated Restricted Subsidiaries at such time, excluding,
without duplication, the effects of (i) extraordinary items, (ii) cumulative
changes in generally accepted accounting principles and (iii) amounts included
in other comprehensive income under generally accepted accounting principles.
For purposes of this definition, "Intangible Assets" means the amount (to the
extent reflected in determining consolidated stockholders' equity) of all
unamortized debt discount and expense (to the extent, if any, recorded as an
unamortized deferred charge), unamortized deferred charges, goodwill, patents,
trademarks, service marks, trade names, copyrights and organization expenses.

Credit Extension means a Borrowing or an L/C Credit Extension.

Debt of any Person means, at any date, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments (other
than the non-negotiable notes of the Borrower issued to its insurance carriers
in lieu of maintenance of policy reserves in connection with its workers'
compensation and auto liability insurance program), (c) all obligations of such
Person to pay the deferred purchase price of property or services, except trade
accounts payable, expense accruals and deferred employee compensation items
arising in the ordinary course of business, (d) (i) if such date is prior to the
Guaranty Release Date, all non-contingent obligations (and, for purposes of
Section 7.01 and the definition of Material Financial Obligations, all
contingent obligations) of such Person to reimburse any Lender or other Person
in respect of amounts paid under a letter of credit or similar instrument, and
(ii) if such date is on or after the Guaranty Release Date, all obligations
(contingent or non-contingent) of such Person to reimburse any Lender or any
other Person in respect of amounts payable or paid under a financial standby
letter of credit or similar instrument, (e) all obligations of such Person as
lessee under capital leases, (f) all Debt of others secured by a Lien on any
asset of such Person, whether or not such Debt is assumed by such Person, and
(g) all Guaranty Obligations of such Person in respect of the Debt of any other
Person

Debt Rating has the meaning specified in the definition of "Applicable
Rate."

5

Debtor Relief Laws means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, fraudulent transfer or conveyance, or similar debtor relief Laws
of the United States of America or other applicable jurisdictions from time to
time in effect and affecting the rights of creditors generally.

Default means any event that, with the giving of any notice, the passage
of time, or both, would be an Event of Default.

Default Rate means an interest rate equal to (a) the Base Rate plus (b) 2%
per annum; provided that with respect to a Eurodollar Rate Loan, the Default
Rate shall be an interest rate equal to the interest rate (including the
Applicable Rate) otherwise applicable to such Eurodollar Rate Loan plus 2% per
annum, in each case to the fullest extent permitted by applicable Laws.

Derivatives Obligations of any Person means all obligations of such Person
in respect of any rate swap transaction, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or other
similar transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions.

Dollar and $ mean lawful money of the United States of America.

Eligible Assignee has the meaning specified in Section 10.07(h).

Enforceable Judgment means a judgment or order of a court or arbitral or
regulatory authority as to which the period, if any, during which the
enforcement of such judgment or order is stayed shall have expired. A judgment
or order which is under appeal or as to which the time in which to perfect an
appeal has not expired shall not be deemed an Enforceable Judgment so long as
enforcement thereof is effectively stayed pending the outcome of such appeal or
the expiration of such period, as the case may be.

Environmental Laws means any and all federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into
the environment, including ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, petroleum
or petroleum products, chemicals or industrial, toxic or hazardous substances or
wastes or the clean-up or other remediation thereof.

Equity Issuance means the issue or sale of any stock of Technologies to
any Person other than Technologies or any Subsidiary of Technologies.

ERISA means the Employee Retirement Income Security Act of 1974.

ERISA Group means the Borrower, any Restricted Subsidiary and all members
of a controlled group of corporations and all trades or businesses (whether or
not incorporated) under common control 

6

which, together with the Borrower or any Restricted Subsidiary, are treated as a
single employer under Section 414 of the Code.

Eurodollar Rate means, for any Interest Period with respect to any
Eurodollar Rate Loan:

(a) the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the page of
the Telerate screen that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, or

(b) in the event the rate referenced in the preceding clause (a) does
not appear on such page or service or such page or service shall cease to
be available, the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate on such other page or other
service that displays an average British Bankers Association Interest
Settlement Rate for deposits in Dollars (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, or

(c) in the event the rates referenced in the preceding clauses (a)
and (b) are not available, the rate per annum determined by the
Administrative Agent as the rate of interest (rounded upward to the next
1/10,000th of 1%) at which deposits in Dollars for delivery on the first
day of such Interest Period in same day funds in the approximate amount of
the Eurodollar Rate Loan being made, continued or converted by Bank of
America and with a term equivalent to such Interest Period would be
offered by Bank of America's London Branch to major banks in the London
interbank market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period.

Eurodollar Rate Loan means a Loan that bears interest at a rate based on
the Eurodollar Rate.

Eurodollar Reserve Percentage means, with respect to any Lender for any
day during any Interest Period, the reserve percentage (expressed as a decimal,
rounded upward to the next 1/100th of 1%) in effect on such day under
regulations issued from time to time by the Board for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal
reserve requirement) applicable to such Lender with respect to Eurocurrency
funding (currently referred to as "Eurocurrency liabilities").

Event of Default means any of the events or circumstances specified in
Article VIII.

Evergreen Letter of Credit has the meaning specified in Section
2.03(b)(iii).

Facility Fee has the meaning specified in Section 2.08(a).

Federal Funds Rate means, for any day, the rate per annum (rounded upwards
to the nearest 1/100 of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, 

7

and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

Fee Letter means that certain letter agreement dated March 28, 2001, among
FMC, Bank of America and Banc of America Securities LLC.

FMC has the meaning specified in the introductory paragraph hereof.

Governmental Authority means any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

Guarantor means FMC from the date of its execution of the Guaranty until
the Guaranty Release Conditions are satisfied on the Guaranty Release Date.

Guaranty means a guaranty executed by the Guarantor in favor of the
Administrative Agent and the Lenders, substantially in the form of Exhibit G.

Guaranty Obligation means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guarantying any Debt or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt or other obligation, (ii) to purchase or lease property, securities or
services for the purpose of assuring the obligee in respect of such Debt or
other obligation of the payment or performance of such Debt or other obligation,
(iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Debt or other obligation, or (iv) entered into for
the purpose of assuring in any other manner the obligees in respect of such Debt
or other obligation of the payment or performance thereof or to protect such
obligees against loss in respect thereof (in whole or in part), or (b) any Lien
on any assets of such Person securing any Debt or other obligation of any other
Person, whether or not such Debt or other obligation is assumed by such Person;
provided that the term "Guaranty Obligation" shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Guaranty Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guaranty Obligation is made or, if not stated
or determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guarantying Person in good faith.

Guaranty Release Conditions has the meaning specified in Section 4.04.

Guaranty Release Date has the meaning specified in Section 4.04.

Honor Date has the meaning specified in Section 2.03(c)(i).

Indemnified Liabilities has the meaning specified in Section 10.05.

Indemnitees has the meaning specified in Section 10.05.

8

Interest Payment Date means, (a) as to any Eurodollar Rate Loan, the last
day of each Interest Period applicable to such Loan; provided that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the date that
falls three months after the beginning of such Interest Period shall also be an
Interest Payment Date; and (b) as to any Base Rate Loan, the last Business Day
of each March, June, September and December and the Maturity Date.

Interest Period means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date 7 or 14 days or one,
two, three or six months thereafter, as selected by the Borrower in its Loan
Notice; provided that:

(a) any Interest Period (other than a 7 or 14 day Interest Period)
that would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall
end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the
end of such Interest Period;

(c) an Interest Period longer than one month shall not be available
prior to the Assumption Date; and

(d) no Interest Period shall extend beyond the scheduled Maturity
Date.

Investee has the meaning specified in the definition of Investment.

Investment means any investment by any Person (the "Investor") in any
other Person (the "Investee"), whether by means of share purchase, capital
contribution, loan, time deposit, incurrence of Guaranty Obligation or
otherwise. It is understood that neither (a) an item reflected in the financial
statements of the Investor as an expense nor (b) an adjustment to the carrying
value of the Investee in the financial statements of the Investor (such as by
reason of increased retained earnings of the Investee) constitutes the making or
acquisition of an Investment for purposes hereof.

Investor has the meaning specified in the definition of Investment.

IRS means the United States Internal Revenue Service.

Laws means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

L/C Advance means, with respect to each Lender, such Lender's
participation in any L/C Borrowing in accordance with its Pro Rata Share.

9

L/C Borrowing means an extension of credit resulting from a drawing under
any Letter of Credit which has not been reimbursed on the date when made or
refinanced as a Borrowing.

L/C Credit Extension means, with respect to any Letter of Credit, the
issuance thereof, the extension of the expiry date thereof or the renewal or
increase of the amount thereof.

L/C Issuer means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.

L/C Obligations means, as at any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.

Lender has the meaning specified in the introductory paragraph hereof and,
as the context requires, includes the L/C Issuer.

Lending Office means, as to any Lender, the office or offices of such
Lender described as such on the Administrative Questionnaire, or such other
office or offices as such Lender may from time to time notify the Borrower and
the Administrative Agent.

Letter of Credit means any standby letter of credit issued hereunder.

Letter of Credit Application means an application and agreement for the
issuance or amendment of a standby letter of credit in the form from time to
time in use by the L/C Issuer.

Letter of Credit Expiration Date means the day that is 7 days prior to the
Maturity Date (or, if such day is not a Business Day, the next preceding
Business Day).

Letter of Credit Sublimit means an amount equal to $25,000,000. The Letter
of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

Lien means with respect to any asset, any mortgage, lien, pledge, security
interest or encumbrance of any kind in respect of such asset. For the purpose of
this Agreement, the Borrower or any Subsidiary shall be deemed to own subject to
a Lien any asset that it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.

Loan has the meaning specified in Section 2.01.

Loan Documents means this Agreement, each Note, the Guaranty (prior to the
Guaranty Release Date), the Fee Letter and each Request for Credit Extension.

Loan Notice means a notice of (a) a Borrowing, (b) a conversion of Loans
from one type to the other, or (c) a continuation of Loans as the same type,
pursuant to Section 2.02(a), which if in writing, shall be substantially in the
form of Exhibit A.

Material Adverse Effect means an effect (other than the Technologies IPO)
that results in or causes a material adverse effect (a) on the business,
financial condition or operations of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or (b) on the legality, validity or
enforceability of this Agreement, any Note, the Guaranty (prior to the Guaranty
Release Date) or the Fee Letter.

10

Material Financial Obligations means a principal or face amount of Debt
(other than Debt under this Agreement) and/or payment in respect of Derivatives
Obligations of the Borrower and/or one or more of its Subsidiaries or the
Guarantor, arising in one or more related or unrelated transactions, exceeding
in the aggregate (a) $50,000,000 prior to the Assumption Date and (b)
$25,000,000 from and after the Assumption Date.

Material Plan means any Plan or Plans having aggregate Unfunded
Liabilities in excess of (a) $50,000,000 prior to the Assumption Date and (b)
$25,000,000 from and after the Assumption Date.

Material Subsidiary means any Restricted Subsidiary in which the Borrower
has an Investment, direct or indirect, of at least (a) $15,000,000 prior to the
Assumption Date and (b) $5,000,000 from and after the Assumption Date.

Maturity Date means (a) the fifth anniversary of the date of this
Agreement or (b) such earlier date upon which the Commitments may be terminated
in accordance with the terms hereof.

Maximum Rate has the meaning specified in Section 10.10.

Moody's means Moody's Investors Service, Inc.

Multiemployer Plan means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

Net Cash Proceeds means proceeds received by Technologies in cash or cash
equivalents from any Equity Issuance, net of brokers' and advisors' fees and
other costs incurred in connection with such transaction; provided that evidence
of such costs as described in the Registration Statement shall be in form and
substance satisfactory to the Administrative Agent.

Non-Recurring Items means, to the extent reflected in the determination of
Consolidated Net Income for any period, provisions for restructuring,
discontinued operations, special reserves or other similar charges including
write-downs or write-offs of assets (other than write-downs resulting from
foreign currency translations).

Nonrenewal Notice Date has the meaning specified in Section 2.03(b)(iii).

Note means a promissory note made by the Borrower in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit B.

Obligations means all advances to, and debts, liabilities, obligations,
covenants and duties of, the Borrower arising under any Loan Document, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest that accrues after the commencement by or against the
Borrower of any proceeding under any Debtor Relief Laws naming the Borrower as
the debtor in such proceeding.

Other Taxes has the meaning specified in Section 3.01(b).

11

Outstanding Amount means (a) with respect to Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Loans occurring on such date; and
(b) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

Participant has the meaning specified in Section 10.07(d).

PBGC means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

Person means any individual, trustee, corporation, general partnership,
limited partnership, limited liability company, joint stock company, trust,
unincorporated organization, bank, business association, firm, joint venture or
Governmental Authority.

Plan means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code and either (a) is
maintained, or contributed to, by any member of the ERISA Group for employees of
any member of the ERISA Group or (b) has at any time within the preceding five
years been maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such time a
member of the ERISA Group.

Principal Officer means, with respect to each of FMC and Technologies, any
of the following officers of such Person: Chairman of the Board, President,
Secretary, Treasurer, or any Vice President. If any of the titles of the
preceding officers are changed after the date hereof, the term "Principal
Officer" shall thereafter mean any officer performing substantially the same
functions as are currently performed by one or more of the officers listed in
the first sentence of this definition.

Pro Rata Share means, with respect to each Lender, the percentage (carried
out to the tenth decimal place) of the Aggregate Commitments set forth opposite
the name of such Lender on Schedule 2.01, as such share may be adjusted as
contemplated herein.

Qualification means, with respect to any certificate covering financial
statements, a qualification to such certificate (such as a "subject to" or
"except for" statement therein) (a) resulting from a limitation on the scope of
examination of such financial statements or the underlying data, (b) as to the
capability of the Person whose financial statements are certified to continue
operations as a going concern or (c) which could be eliminated by changes in
financial statements or notes thereto covered by such certificate (such as by
the creation of or increase in a reserve or a decrease in the carrying value of
assets) and which if so eliminated by the making of any such change and after
giving effect thereto would occasion a Default; provided that neither of the
following shall constitute a Qualification: (i) a consistency exception relating
to a change in accounting principles with which the independent public
accountants for the Person whose financial statements are being certified have
concurred or (ii) a qualification relating to the outcome or disposition of
threatened litigation, pending litigation being contested in good faith, pending
or threatened claims or other contingencies, the impact of which litigation,
claims or contingencies cannot be determined with sufficient certainty to permit
quantification in such financial statements.

Register has the meaning specified in Section 10.07(c).

12

Registration Statement means Technologies' Form S-1 filed with the
Securities and Exchange Commission, as amended and in effect from time to time.

Request for Credit Extension means (a) with respect to a Borrowing,
conversion or continuation of Loans, a Loan Notice and (b) with respect to an
L/C Credit Extension, a Letter of Credit Application.

Required Lenders means, as of any date of determination, Lenders whose
Voting Percentages aggregate 66-2/3% or more.

Restricted Payment means any dividend or other distribution (whether in
cash, securities or other property) with respect to any capital stock of the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such capital stock or of any option, warrant or other right to acquire any
such capital stock.

Restricted Subsidiary means any Subsidiary other than an Unrestricted
Subsidiary.

S&P means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

Subsidiary means any corporation or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by the Borrower.

Surviving Contingent Obligations means contingent obligations arising
under provisions of this Agreement that by their terms survive the termination
hereof.

Taxes has the meaning specified in Section 3.01.

Technologies has the meaning specified in the introductory paragraph
hereof.

Technologies IPO means the consummation of an initial public offering of
the Common Stock of Technologies.

364-Day Credit Agreement means the $150,000,000 364-Day Credit Agreement
dated as of the date hereof, among FMC, Technologies, the lenders party thereto
and Bank of America, as administrative agent.

Type means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.

Unfunded Liabilities means, with respect to any Plan at any time, the
amount (if any) by which (a) the present value of all benefits under such Plan
exceeds (b) the fair market value of all Plan assets allocable to such benefits
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

Unreimbursed Amount has the meaning specified in Section 2.03(c)(i).

Unrestricted Subsidiary means (a) prior to the Guaranty Release Date (i)
FMC Funding Corporation and Astaris L.L.C. and (ii) any other Subsidiary of FMC
which is declared to be an 

13

Unrestricted Subsidiary by FMC by notice to the Lenders; provided that the sum
of all (A) Investments of FMC and its Restricted Subsidiaries in any Subsidiary
included in clause (a)(i) above and (B) Investments of FMC and its Restricted
Subsidiaries in Unrestricted Subsidiaries so declared under clause (a)(ii) above
shall not aggregate more than $200,000,000, and (b) from and after the Guaranty
Release Date, any Subsidiary of Technologies that is declared to be an
Unrestricted Subsidiary by Technologies.

Utilization Fee has the meaning specified in Section 2.08(b).

Voting Percentage means, as to any Lender, (a) at any time when the
Commitments are in effect, such Lender's Pro Rata Share and (b) at any time
after the termination of the Commitments, the percentage (carried out to the
tenth decimal place) which (i) the sum of (A) the Outstanding Amount of such
Lender's Loans plus (B) such Lender's Pro Rata Share of the Outstanding Amount
of L/C Obligations, then constitutes of (ii) the Outstanding Amount of all Loans
and L/C Obligations.

1.02 Other Interpretive Provisions. 
-----------------------------

(a)  The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.

(b)  (i)   The words "herein" and "hereunder" and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and
not to any particular provision thereof.

(ii)  Unless otherwise specified herein, Article, Section, Exhibit
and Schedule references are to this Agreement.

(iii) The term "including" is by way of example and not limitation.

(iv)  The term "documents" includes any and all instruments,
documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced.

(c)  In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including;" the words "to"
and "until" each mean "to but excluding;" and the word "through" means "to and
including."

(d)  Section headings herein and the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.

(e)  Provisions or portions of provisions of the Loan Documents that are
expressly stated to be applicable prior to the Assumption Date, the Technologies
IPO or the Guaranty Release Date, as the case may be, shall have no
applicability from and after the Assumption Date, the Technologies IPO or the
Guaranty Release Date, as the case may be.

1.03 Accounting Terms. Unless otherwise specified herein, all accounting
----------------
terms used herein shall be interpreted, all accounting determinations hereunder
shall be made, and all financial statements required to be delivered hereunder
shall be prepared, in accordance with United States generally accepted
accounting principles as in effect from time to time applied on a basis
consistent (except for changes concurred in by the Borrower's independent public
accountants) with the most recent audited consolidated financial statements of
the Borrower and its Consolidated Subsidiaries delivered to the 

14

Lenders; provided that, if the Borrower notifies the Administrative Agent that
the Borrower wishes to amend any covenant in Article VII to eliminate the effect
of any change in generally accepted accounting principles on the operation of
such covenant (or if the Administrative Agent notifies the Borrower that the
Required Lenders wish to amend Article VII for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
generally accepted accounting principles in effect immediately before the
relevant change in generally accepted accounting principles became effective,
unless or until either such notice is withdrawn or such covenant is amended in a
manner satisfactory to the Borrower and the Required Lenders. The Administrative
Agent shall promptly notify the Lenders of any notice received from the Borrower
pursuant to this Section 1.03.

1.04 Rounding. Any financial ratios required to be maintained by the
--------
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

1.05 References to Agreements and Laws. Unless otherwise expressly
---------------------------------
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

Article II.
The Commitments and Credit Extensions

2.01 Loans. Subject to the terms and conditions set forth herein, each
-----
Lender severally agrees to make loans (each such loan, a "Loan") to the Borrower
from time to time on any Business Day during the period from the Closing Date to
the Maturity Date, in an aggregate amount not to exceed at any time outstanding
the amount of such Lender's Commitment; provided that after giving effect to any
Borrowing, (a) the aggregate Outstanding Amount of all Loans and L/C Obligations
shall not exceed the Aggregate Commitments and (b) the aggregate Outstanding
Amount of the Loans of any Lender plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations shall not exceed such Lender's
Commitment. Within the limits of each Lender's Commitment, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.01, prepay under Section 2.04 and reborrow under this Section 2.01. Loans may
be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Loans.
--------------------------------------------------

(a)  Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Loans as the same Type shall be made upon the
Borrower's irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not
later than 11:00 a.m., New York time, (i) three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurodollar
Rate Loans, and (ii) on the requested date of any Borrowing of or conversion to
Base Rate Loans. Each such telephonic notice must be confirmed promptly by
delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Principal Officer of the Borrower. Each Borrowing of,

15

conversion to or continuation of Eurodollar Rate Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice
(whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Borrowing, a conversion of Loans from one Type to the other, or a
continuation of Eurodollar Rate Loans for a new Interest Period, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Loans to be
borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to
which existing Loans are to be converted, and (v) if applicable, the duration of
the Interest Period with respect thereto. If the Borrower fails to specify a
Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made
or continued as, or converted to, Base Rate Loans. Any such automatic conversion
to Base Rate Loans shall be effective as of the last day of the Interest Period
then in effect with respect to the applicable Eurodollar Rate Loans. If the
Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar
Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it
will be deemed to have specified an Interest Period of one month.

(b)  Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of its Pro Rata Share of the applicable Borrowing,
and if no timely notice of a conversion or continuation is provided by the
Borrower, the Administrative Agent shall notify each Lender of the details of
any automatic conversion to Base Rate Loans described in Section 2.02(a). In the
case of a Borrowing, each Lender shall make the amount of its Loan available to
the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m., New York time, on the Business Day
specified in the applicable Loan Notice. Upon satisfaction of the applicable
conditions set forth in Section 4.03 (and, if such Borrowing is the initial
Credit Extension, Section 4.01 and, if such Borrowing is made on the Assumption
Date, Section 4.02), the Administrative Agent shall make all funds so received
available to the Borrower in like funds as received by the Administrative Agent
either by (i) crediting the account of the Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in
each case in accordance with instructions provided to the Administrative Agent
by the Borrower; provided that if, on the date of the Borrowing there are L/C
Borrowings outstanding, then the proceeds of such Borrowing shall be applied,
first, to the payment in full of any such L/C Borrowings and, second, to the
-----                                                         ------ 
Borrower as provided above.

(c)  During the existence of a Default or Event of Default, no Loans may
be requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.

(d)  The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Eurodollar Rate Loan upon
determination of such interest rate. The determination of the Eurodollar Rate by
the Administrative Agent shall be conclusive in the absence of manifest error.
The Administrative Agent shall notify the Borrower and the Lenders of any change
in Bank of America's prime rate used in determining the Base Rate promptly
following the public announcement of such change.

(e)  After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be at any one time more than five Interest Periods in effect with
respect to Loans.

16

2.03 Letters of Credit.
-----------------

(a)  The Letter of Credit Commitment.
-------------------------------

(i) Subject to the terms and conditions set forth herein, (A) the L/C
Issuer agrees, in reliance upon the agreements of the other Lenders set
forth in this Section 2.03, (1) from time to time on any Business Day
during the period from the Assumption Date until the Letter of Credit
Expiration Date, to issue Letters of Credit for the account of the
Borrower and to amend or renew Letters of Credit previously issued by it,
in accordance with Section 2.03(b), and (2) to honor drafts under the
Letters of Credit; and (B) the Lenders severally agree to participate in
Letters of Credit issued for the account of the Borrower; provided that
the L/C Issuer shall not be obligated to make any L/C Credit Extension
with respect to any Letter of Credit, and no Lender shall be obligated to
participate in, any Letter of Credit if as of the date of such L/C Credit
Extension, (x) the Outstanding Amount of all L/C Obligations and all Loans
would exceed the Aggregate Commitments, (y) the aggregate Outstanding
Amount of the Loans of any Lender plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations would exceed such Lender's
Commitment, or (z) the Outstanding Amount of the L/C Obligations would
exceed the Letter of Credit Sublimit. Within the foregoing limits, and
subject to the terms and conditions hereof, the Borrower's ability to
obtain Letters of Credit shall be fully revolving, and accordingly the
Borrower may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit that have expired or that have been drawn upon
and reimbursed.

(ii) The L/C Issuer shall be under no obligation to issue any Letter
of Credit if:

(A) any order, judgment or decree of any Governmental Authority
or arbitrator shall by its terms purport to enjoin or restrain the
L/C Issuer from issuing such Letter of Credit, or any Law applicable
to the L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction
over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such
Letter of Credit in particular or shall impose upon the L/C Issuer
with respect to such Letter of Credit any restriction, reserve or
capital requirement (for which the L/C Issuer is not otherwise
compensated hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the L/C Issuer
in good faith deems material to it (for which the L/C Issuer is not
otherwise compensated hereunder);

(B) subject to Section 2.03(b)(iii), the expiry date of such
requested Letter of Credit would occur more than twelve months after
the date of issuance or last renewal, unless the Required Lenders
have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would
occur after the Maturity Date, unless all the Lenders have approved
such expiry date;

(D) the issuance of such Letter of Credit would violate one or
more policies of the L/C Issuer; or

(E) such Letter of Credit is in a face amount less than $100,000
or is denominated in a currency other than Dollars.

17

(iii) The L/C Issuer shall be under no obligation to amend any Letter
of Credit if (A) the L/C Issuer would have no obligation at such time to
issue such Letter of Credit in its amended form under the terms hereof, or
(B) the beneficiary of such Letter of Credit does not accept the proposed
amendment to such Letter of Credit.

(b)  Procedures for Issuance and Amendment of Letters of Credit; Evergreen
---------------------------------------------------------------------
Letters of Credit.
-----------------

(i)  Each Letter of Credit shall be issued or amended, as the case
may be, upon the request of the Borrower delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit
Application, appropriately completed and signed by a Principal Officer of
the Borrower. Such L/C Application must be received by the L/C Issuer and
the Administrative Agent not later than 11:00 a.m., New York time, at
least two Business Days (or such later date and time as the L/C Issuer may
agree in a particular instance in its sole discretion) prior to the
proposed issuance date or date of amendment, as the case may be. In the
case of a request for an initial issuance of a Letter of Credit, such
Letter of Credit Application shall specify in form and detail satisfactory
to the L/C Issuer: (A) the proposed issuance date of the requested Letter
of Credit (which shall be a Business Day); (B) the amount thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof;
(E) the documents to be presented by such beneficiary in case of any
drawing thereunder; (F) the full text of any certificate to be presented
by such beneficiary in case of any drawing thereunder; and (G) such other
matters as the L/C Issuer may reasonably require. In the case of a request
for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the
L/C Issuer (w) the Letter of Credit to be amended; (x) the proposed date
of amendment thereof (which shall be a Business Day); (y) the nature of
the proposed amendment; and (z) such other matters as the L/C Issuer may
reasonably require.

(ii)  Promptly after receipt of any Letter of Credit Application, the
L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter
of Credit Application from the Borrower and, if not, the L/C Issuer will
provide the Administrative Agent with a copy thereof. The L/C Issuer shall
(subject, if the Letter of Credit Application requests an L/C Credit
Extension, to (x) receipt by the L/C Issuer of confirmation from the
Administrative Agent that such L/C Credit Extension is permitted hereunder
and (y) the terms and conditions hereof), on the requested date, issue or
amend the applicable Letter of Credit in accordance with the L/C Issuer's
usual and customary business practices. Immediately upon the issuance of
each Letter of Credit, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the L/C Issuer a
participation in such Letter of Credit in an amount equal to the product
of such Lender's Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any Letter of Credit
Application, the L/C Issuer may, in its sole and absolute discretion,
agree to issue a Letter of Credit that has automatic renewal provisions
(each, an "Evergreen Letter of Credit"); provided that any such Evergreen
Letter of Credit must permit the L/C Issuer to prevent any such renewal at
least once in each twelve-month period (commencing with the date of
issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the "Nonrenewal Notice Date") in
each such twelve-month period to be agreed upon at the time such Letter of
Credit is issued. Unless otherwise directed by the L/C Issuer, the
Borrower shall not be required to make a specific request to the L/C
Issuer for any such renewal. Once an Evergreen Letter of Credit has been
issued, the Lenders shall be deemed to have authorized (but may not
require) the L/C Issuer 

18

to permit the renewal of such Letter of Credit at any time to a date
not later than the Maturity Date; provided that the L/C Issuer shall not
permit any such renewal if (A) the L/C Issuer would have no obligation at
such time to issue such Letter of Credit in its renewed form under the
terms hereof, or (B) it has received notice (which may be by telephone or
in writing) on or before the Business Day immediately preceding the
Nonrenewal Notice Date (1) from the Administrative Agent that the Required
Lenders have elected not to permit such renewal or (2) from the
Administrative Agent, any Lender or the Borrower that one or more of the
applicable conditions specified in Section 4.03 is not then satisfied.
Notwithstanding anything to the contrary contained herein, the L/C Issuer
shall have no obligation to permit the renewal of any Evergreen Letter of
Credit at any time.

(iv)  Promptly after its delivery of any Letter of Credit or any
amendment to a Letter of Credit to an advising bank with respect thereto
or to the beneficiary thereof, the L/C Issuer will also deliver to the
Borrower and the Administrative Agent a true and complete copy of such
Letter of Credit or amendment.

(c)  Drawings and Reimbursements; Funding of Participations.
------------------------------------------------------

(i)   Upon any drawing under any Letter of Credit, the L/C Issuer
shall notify the Borrower and the Administrative Agent thereof. Not later
than 11:00 a.m., New York time, on the date of any payment by the L/C
Issuer under a Letter of Credit (each such date, an "Honor Date"), the
Borrower shall reimburse the L/C Issuer through the Administrative Agent
in an amount equal to the amount of such drawing. If the Borrower fails to
so reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Lender of the Honor Date, the amount of the
unreimbursed drawing (the "Unreimbursed Amount"), and such Lender's Pro
Rata Share thereof. In such event, the Borrower shall be deemed to have
requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date
in an amount equal to the Unreimbursed Amount, without regard to the
minimum and multiples specified in Section 2.02 for the principal amount
of Base Rate Loans, but subject to the amount of the unutilized portion of
the Aggregate Commitments and the conditions set forth in Section 4.03
(other than the delivery of a Loan Notice). Any notice given by the L/C
Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may
be given by telephone if immediately confirmed in writing; provided that
the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.

(ii)  Each Lender (including the Lender acting as L/C Issuer) shall
upon any notice pursuant to Section 2.03(c)(i) make funds available to the
Administrative Agent for the account of the L/C Issuer at the
Administrative Agent's Office in an amount equal to its Pro Rata Share of
the Unreimbursed Amount not later than 1:00 p.m., New York time, on the
Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender
that so makes funds available shall be deemed to have made a Base Rate
Loan to the Borrower in such amount. The Administrative Agent shall remit
the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully
refinanced by a Borrowing of Base Rate Loans because the conditions set
forth in Section 4.03 cannot be satisfied or for any other reason, the
Borrower shall be deemed to have incurred from the L/C Issuer an L/C
Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at the Default Rate. In
such event, each Lender's payment to the Administrative Agent 

19

for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be
deemed payment in respect of its participation in such L/C Borrowing and
shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03.

(iv)  Until a Lender funds its Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any
Letter of Credit, interest in respect of such Lender's Pro Rata Share of
such amount shall be solely for the account of the L/C Issuer.

(v)   Each Lender's obligation to make Loans or L/C Advances to
reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
contemplated by this Section 2.03(c), shall be absolute and unconditional
and shall not be affected by any circumstance, including (A) any set-off,
counterclaim, recoupment, defense or other right which such Lender may
have against the L/C Issuer, the Borrower or any other Person for any
reason whatsoever; (B) the occurrence or continuance of a Material Adverse
Effect or a Default or Event of Default; or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing. Any
such reimbursement shall not relieve or otherwise impair the obligation of
the Borrower to reimburse the L/C Issuer for the amount of any payment
made by the L/C Issuer under any Letter of Credit, together with interest
as provided herein.

(vi)  If any Lender fails to make available to the Administrative
Agent for the account of the L/C Issuer any amount required to be paid by
such Lender pursuant to the foregoing provisions of this Section 2.03(c)
by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be
entitled to recover from such Lender, on demand, such amount with interest
thereon for the period from the date such payment is required to the date
on which such payment is immediately available to the L/C Issuer at a rate
per annum equal to the Federal Funds Rate from time to time in effect. A
certificate of the L/C Issuer submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause
(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.
---------------------------

(i)   At any time after the L/C Issuer has made a payment under any
Letter of Credit and has received from any Lender such Lender's L/C
Advance in respect of such payment in accordance with Section 2.03(c), if
the Administrative Agent receives for the account of the L/C Issuer any
payment related to such Letter of Credit (whether directly from the
Borrower or otherwise, including proceeds of Cash Collateral applied
thereto by the Administrative Agent), or any payment of interest thereon,
the Administrative Agent will distribute to such Lender its Pro Rata Share
thereof in the same funds as those received by the Administrative Agent.

(ii)  If any payment received by the Administrative Agent for the
account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
returned, each Lender shall pay to the Administrative Agent for the
account of the L/C Issuer its Pro Rata Share thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand
to the date such amount is returned by such Lender, at a rate per annum
equal to the Federal Funds Rate from time to time in effect.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the
--------------------
L/C Issuer for each drawing under each Letter of Credit, and to repay each L/C
Borrowing and each drawing under a Letter of Credit that is refinanced by a
Borrowing of Loans, shall be absolute, unconditional and

20

irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:

(i)   any lack of validity or enforceability of such Letter of
Credit, this Agreement, or any other agreement or instrument relating
thereto;

(ii)  the existence of any claim, counterclaim, set-off, defense or
other right that the Borrower may have at any time against any beneficiary
or any transferee of such Letter of Credit (or any Person for whom any
such beneficiary or any such transferee may be acting), the L/C Issuer or
any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any
agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented
under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; or any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under such
Letter of Credit;

(iv)  any payment by the L/C Issuer under such Letter of Credit
against presentation of a draft or certificate that does not strictly
comply with the terms of such Letter of Credit; or any payment made by the
L/C Issuer under such Letter of Credit to any Person purporting to be a
trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to
any beneficiary or any transferee of such Letter of Credit, including any
arising in connection with any proceeding under any Debtor Relief Law; or

(v)   any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the
Borrower.

The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying
------------------
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. No Agent-Related Person
nor any of the respective correspondents, participants or assignees of the L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the absence
of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Letter of Credit Application. The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided that this assumption is not
intended to, and shall not, preclude the Borrower's pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under
any other agreement. No Agent-Related Person, nor any of the respective
correspondents, participants or assignees of the L/C 

21

Issuer, shall be liable or responsible for any of the matters described in
clauses (i) through (v) of Section 2.03(e); provided that anything in such
clauses to the contrary notwithstanding, the Borrower may have a claim against
the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent,
but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrower which the Borrower proves were caused by the
L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing, the L/C Issuer may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary, and the L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

(g) Cash Collateral. If, as of the Maturity Date, any Letter of Credit may
---------------
for any reason remain outstanding and partially or wholly undrawn, the Borrower
shall, upon the request of the Administrative Agent (made at the request of the
Required Lenders), immediately Cash Collateralize the then Outstanding Amount of
all L/C Obligations (in an amount equal to such Outstanding Amount).

(h) Applicability of ISP98. Unless otherwise expressly agreed by the L/C
----------------------
Issuer and the Borrower when a Letter of Credit is issued, rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each Letter of Credit.

(i) Letter of Credit Fees. The Borrower shall pay to the Administrative
---------------------
Agent for the account of each Lender in accordance with its Pro Rata Share a
Letter of Credit fee for each Letter of Credit equal to the Applicable Rate
times the actual daily maximum amount available to be drawn under such Letter of
Credit. Such fee for each Letter of Credit shall be due and payable on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, and on the
Letter of Credit Expiration Date. If there is any change in the Applicable Rate
during any quarter, the actual daily amount of each Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C
------------------------------------------------------------------
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
------
fronting fee in an amount set forth in the Fee Letter, due and payable quarterly
in arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, and on the Letter of Credit Expiration Date. In addition, the
Borrower shall pay directly to the L/C Issuer for its own account the customary
issuance, administration, presentation, amendment and other processing fees, and
other standard costs and charges, of the L/C Issuer relating to letters of
credit as from time to time in effect. Such fees and charges are due and payable
on demand and are nonrefundable.

(k) Conflict with Letter of Credit Application. In the event of any
------------------------------------------
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

22

2.04 Prepayments.
-----------

(a)  The Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Loans in whole or in part without
premium or penalty; provided that (i) such notice must be received by the
Administrative Agent not later than 11:00 a.m., New York time, (A) three
Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B)
on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar
Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall
be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof, provided that Base Rate Loans borrowed pursuant to Section 2.03(c)(i)
may be prepaid in full in an amount equal to the amount so borrowed. Each such
notice shall specify the date and amount of such prepayment and the Type(s) of
Loans to be prepaid. The Administrative Agent will promptly notify each Lender
of its receipt of each such notice, and of such Lender's Pro Rata Share of such
prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest thereon, together with any
additional amounts required pursuant to Section 3.05. Each such prepayment shall
be applied to the Loans of the Lenders in accordance with their respective Pro
Rata Shares.

(b)  If for any reason the Outstanding Amount of all Loans and L/C
Obligations at any time exceeds the Aggregate Commitments then in effect, the
Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess.

(c)  Upon the receipt, on or before the seventh day after the Technologies
IPO, by Technologies of Net Cash Proceeds that are not applied to repay or
prepay loans outstanding made under the Bridge Credit Agreement or under the
364-Day Credit Agreement, the Borrower shall immediately prepay the Loans in an
amount equal to 100% of such Net Cash Proceeds.

(d)  If the Technologies IPO does not occur on or before August 20, 2001,
the Borrower shall immediately prepay the Loans and other Obligations, and the
Aggregate Commitments shall immediately terminate without further action by the
Administrative Agent or any Lender.

2.05 Reduction or Termination of Commitments. The Borrower may, upon
---------------------------------------
notice to the Administrative Agent, terminate the Aggregate Commitments, or
permanently reduce the Aggregate Commitments to an amount not less than the then
Outstanding Amount of all Loans and L/C Obligations; provided that (i) any such
notice shall be received by the Administrative Agent not later than 11:00 a.m.,
three Business Days prior to the date of termination or reduction, and (ii) any
such partial reduction shall be in an aggregate amount of $10,000,000 or any
whole multiple of $1,000,000 in excess thereof. The Administrative Agent shall
promptly notify the Lenders of any such notice of reduction or termination of
the Aggregate Commitments. Once reduced in accordance with this Section, the
Aggregate Commitments may not be increased. Any reduction of the Aggregate
Commitments shall be applied to the Commitment of each Lender according to its
Pro Rata Share.

2.06 Repayment of Loans. On the Maturity Date, the Borrower shall repay to
------------------
the Lenders the aggregate principal amount of Loans outstanding on such date.

2.07 Interest. 
---------

(a)  Subject to the provisions of Section 2.7(b), (i) each Eurodollar Rate
Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to

23

the Eurodollar Rate for such Interest Period plus the Applicable Rate and (ii)
each Base Rate Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate.

(b)  Upon the request of the Administrative Agent (made with the consent
or at the direction of the Required Lenders) at any time an Event of Default
exists, the Borrower shall pay interest on the principal amount of all
outstanding Obligations (which shall include past-due interest and fees to the
fullest extent permitted by applicable Law) at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Law. Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.

(c)  Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

2.08 Fees. In addition to certain fees described in Sections 2.03(i) and
----
(j): 

(a)  Facility Fee. The Borrower shall pay to the Administrative Agent for
------------
the account of each Lender in accordance with its Pro Rata Share, a Facility Fee
(herein so called) equal to the amount set forth in the definition of Applicable
Rate times the actual daily amount of the Aggregate Commitments, regardless of
usage. The Facility Fee shall accrue at all times from the Closing Date until
the Maturity Date and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the Maturity Date. The
Facility Fee shall be calculated quarterly in arrears, and if there is any
change in the Applicable Rate during any quarter, the actual daily amount shall
be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect. The Facility Fee
shall accrue at all times, including at any time during which one or more of the
conditions in Article IV is not met.

(b)  Utilization Fee. The Borrower shall pay to the Administrative Agent
---------------
for the account of each Lender in accordance with its Pro Rata Share, a
Utilization Fee (herein so called) equal to the amount set forth in the
definition of Applicable Rate times the actual daily aggregate Outstanding
Amount of Loans and L/C Obligations for each day that such aggregate Outstanding
Amount exceeds 33% of the Aggregate Commitments. The Utilization Fee shall be
due and payable quarterly in arrears on the last Business Day of each March,
June, September and December, commencing with the first such date to occur after
the Closing Date, and on the Maturity Date. The Utilization Fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect. The Utilization Fee shall accrue at all
times, including at any time during which one or more of the conditions in
Article IV is not met.

(c)  Other Fees. The Borrower shall pay the other fees set forth in the 
----------
Fee Letter in the amounts and at the times set forth therein.

2.09 Computation of Interest and Fees. Interest on Base Rate Loans (if
--------------------------------
determined under clause (b) of the definition of Base Rate) shall be calculated
on the basis of a year of 365 or 366 days, as the case may be, and the actual
number of days elapsed. All other types of interest and all fees shall be
calculated on the basis of a year of 360 days and the actual number of days
elapsed, which results in a higher yield to the payee thereof than a method
based on a year of 365 or 366 days. Interest shall accrue 

24

on each Loan for the day on which the Loan is made, and shall not accrue on a
Loan, or any portion thereof, for the day on which the Loan or such portion is
paid, provided that any Loan that is repaid on the same day on which it is made
shall bear interest for one day.

2.10 Evide9nce of Debt. 
-----------------

(a)  The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be rebuttable presumptive
evidence of the amount of the Credit Extensions made by the Lenders to the
Borrower and the interest and payments thereon. Any failure so to record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the Loans and
L/C Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of such Lender shall
control. Upon the request of any Lender made through the Administrative Agent,
such Lender's Loans may be evidenced by a Note in addition to such accounts or
records. Each Lender may attach schedules to its Note and endorse thereon the
date, Type (if applicable), amount and maturity of the applicable Loans and
payments with respect thereto.

(b)  In addition to the accounts and records referred to in Section
2.10(a), each Lender and the Administrative Agent shall maintain in accordance
with its usual practice accounts or records evidencing the purchases and sales
by such Lender of participations in Letters of Credit. In the event of any
conflict between the accounts and records maintained by the Administrative Agent
and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control.

2.11 Payments Generally. 
------------------

(a)  All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 12:00 noon,
New York time, on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 12:00 noon, New York time, shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.

(b)  If any payment to be made by the Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business
Day (unless such Business Day falls in another calendar month in which case such
payment shall be made on the next preceding Business Day), and such extension of
time shall be reflected in computing interest or fees, as the case may be.

(c)  If, at any time prior to the Obligations being accelerated or
otherwise becoming due and payable in full, insufficient funds are received by
and available to the Administrative Agent to pay fully all amounts of principal,
L/C Borrowings, interest and fees then due hereunder, such funds shall be
applied (i) first, toward repayment of principal and L/C Borrowings then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and L/C Borrowings then due to such parties, (ii) second,
toward repayment of interest and fees then due hereunder, ratably among

25

the parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (iii) third, toward costs and expenses (including
-----
Attorney Costs and amounts payable under Article III) incurred by the
Administrative Agent and each Lender. If. at any time after the Obligations are
accelerated or otherwise become due and payable in full, funds are received by
and available to the Administrative Agent to pay the Obligations, such funds
shall be applied (i) first, toward costs and expenses (including Attorney Costs
-----
and amounts payable under Article III) incurred by the Administrative Agent and
each Lender, (ii) second, toward repayment of interest and fees then due
------
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (iii) third, toward
-----
repayment of principal and L/C Borrowings then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal and L/C
Borrowings then due to such parties.

(d)  Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

(i)   if the Borrower failed to make such payment, each Lender shall
forthwith on demand repay to the Administrative Agent the portion of such
assumed payment that was made available to such Lender in immediately
available funds, together with interest thereon in respect of each day
from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to
the Administrative Agent in immediately available funds, at the Federal
Funds Rate from time to time in effect; and

(ii)  if any Lender failed to make such payment, such Lender shall
forthwith on demand pay to the Administrative Agent the amount thereof in
immediately available funds, together with interest thereon for the period
from the date such amount was made available by the Administrative Agent
to the Borrower to the date such amount is recovered by the Administrative
Agent (the "Compensation Period") at a rate per annum equal to the Federal
Funds Rate from time to time in effect. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's
Loan, included in the applicable Borrowing. If such Lender does not pay
such amount forthwith upon the Administrative Agent's demand therefor, the
Administrative Agent may make a demand therefor upon the Borrower, and the
Borrower shall pay such amount to the Administrative Agent, together with
interest thereon for the Compensation Period at a rate per annum equal to
the rate of interest applicable to the applicable Borrowing. Nothing
herein shall be deemed to relieve any Lender from its obligation to
fulfill its Commitment or to prejudice any rights which the Administrative
Agent or the Borrower may have against any Lender as a result of any
default by such Lender hereunder.

A notice of the Administrative Agent to any Lender with respect to any
amount owing under this Section 2.11(d) shall be conclusive, absent manifest
error.

(e)  If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and the conditions to the applicable Credit Extension set forth
in Article IV are not satisfied or waived in accordance with the 

26

terms hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest.

(f)  The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit are several and not joint. The failure of
any Lender to make any Loan or to fund any such participation on any date
required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan or purchase its participation.

(g)  Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

2.12 Sharing of Payments. If, other than as expressly provided elsewhere
-------------------
herein, any Lender shall obtain on account of the Loans made by it, or the
participations in L/C Obligations held by it, any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share (or other share contemplated hereunder) thereof,
such Lender shall immediately (a) notify the Administrative Agent of such fact,
and (b) purchase from the other Lenders such participations in the Loans made by
them and/or such subparticipations in the participations in L/C Obligations held
by them, as the case may be, as shall be necessary to cause such purchasing
Lender to share the excess payment in respect of such Loan or such
participations, as the case may be, pro rata with each of them; provided that if
all or any portion of such excess payment is thereafter recovered from the
purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender's ratable share
(according to the proportion of (i) the amount of such paying Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 10.09) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the amount
of such participation. The Administrative Agent will keep records (which shall
be conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify the Lenders following
any such purchases or repayments. Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right to
give all notices, requests, demands, directions and other communications under
this Agreement with respect to the portion of the Obligations purchased to the
same extent as though the purchasing Lender were the original owner of the
Obligations purchased.

2.13 Regulation D Compensation. Each Lender may require the Borrower to
-------------------------
pay, contemporaneously with each payment of interest on the Eurodollar Rate
Loans, additional interest on the related Eurodollar Rate Loan of such Lender at
a rate per annum determined by such Lender up to but not exceeding the excess of
(i) (A) the applicable Eurodollar Rate divided by (B) one minus the Eurodollar
Reserve Percentage over (ii) the applicable Eurodollar Rate. Any Lender wishing
to require payment of such additional interest (x) shall so notify the Borrower
and the Administrative Agent, in which case such additional interest on the
Eurodollar Rate Loans of such Lender shall be payable to such Lender at the
place indicated in such notice with respect to each Interest Period commencing
at least three Business Days after such Lender gives such notice and (y) shall
notify the Borrower at least five Business Days before each date on which
interest is payable on the Eurodollar Rate Loans of the amount then due under
this Section 2.13.

27

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.
-----

(a)  Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to the Administrative Agent or any Lender, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section), the Administrative Agent and such Lender receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrower shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof.

(b)  In addition, the Borrower agrees to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

(c)  If the Borrower shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies is
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed.

(d)  The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. Payment under this Section
3.01(d) shall be made within 30 days after the date the Lender or the
Administrative Agent makes a demand therefor.

(e)  Each Lender organized under the Laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Lender listed on the signature pages hereof and on
or prior to the date on which it becomes a Lender in the case of each other
Lender, and from time to time thereafter if requested in writing by the Borrower
or the Administrative 

28

Agent (but only so long as such Lender remains lawfully able to do so), shall
provide the Borrower and the Administrative Agent with (i) if such Lender is a
"bank" within the meaning of Section 881(c)(3)(A) of the Code, IRS Form W-8BEN
or W-8ECI, as appropriate, or any successor form prescribed by the IRS,
certifying that such Lender is entitled to benefits under an income tax treaty
to which the United States is a party which exempts withholding tax on (or, in
the case of a form delivered subsequent to the date on which a form originally
was provided, reduces the rate of withholding tax on) payments of interest or
certifying that the income receivable pursuant to this Agreement is effectively
connected with the conduct of a trade or business in the United States, or (ii)
if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code and intends to claim an exemption from United States withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of "portfolio
interest," a Form W-8, or any successor or other applicable form prescribed by
the IRS, and a certificate representing that such Lender is not a bank for
purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within
the meaning of Section 871(h)(3)(B) of the Code) of the Borrower, and is not a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Code). Each Lender which so delivers a Form W-8,
W-8BEN, or W-8ECI further undertakes to deliver to the Borrower and the
Administrative Agent additional forms (or a successor form) on or before the
date such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form so delivered by it, in each case
certifying that such Lender is entitled to receive payments from the Borrower
under any Loan Document without deduction or withholding (or at a reduced rate
of deduction or withholding) of any United States federal income taxes, unless
an event (including without limitation any change in treaty, law, or regulation)
has occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form with respect to it and
such Lender advises the Borrower and the Administrative Agent that it is not
capable of receiving such payments without any deduction or withholding of
United States federal income tax.

(f)  Failure to Provide Withholding Forms; Changes in Tax Laws. For any
---------------------------------------------------------
period with respect to which a Lender has failed to provide the Borrower and the
Administrative Agent with the appropriate form pursuant to Section 3.01(e)
(unless such failure is due to a change in Law occurring subsequent to the date
on which a form originally was required to be provided), such Lender shall not
be entitled to indemnification under Section 3.01(a) or 3.01(b) with respect to
Taxes imposed by the United States; provided, however, that should a Lender,
which is otherwise exempt from or subject to a reduced rate of withholding tax,
become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrower shall take such steps as such Lender shall reasonably
request to assist such Lender to recover such Taxes.

(g)  Change in Applicable Lending Office. If Borrower is required to pay
-----------------------------------
additional amounts to or for the account of any Lender pursuant to this Section
3.01, then such Lender will agree to use reasonable efforts to change the
jurisdiction of its Lending Office so as to eliminate or reduce any such
additional payment which may thereafter accrue if such change, in the reasonable
judgment of such Lender, is not otherwise materially disadvantageous to such
Lender.

3.02 Illegality. If any Lender determines that any Law has made it
----------
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or materially restricts the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the applicable offshore
Dollar market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
(but not to make, maintain or fund Base Rate Loans) shall be suspended until
such Lender notifies the Administrative 

29

Agent and the Borrower that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, the Borrower shall, upon demand
from such Lender (with a copy to the Administrative Agent), convert all
Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day
of the Interest Period thereof, if such Lender may lawfully continue to maintain
such Eurodollar Rate Loans to such day, or on such earlier date after which such
Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon
any such conversion, the Borrower shall also pay accrued interest on the amount
so converted. Each Lender agrees to designate a different Lending Office if such
designation will avoid the need for such notice and will not, in the good faith
judgment of such Lender, otherwise be materially disadvantageous to such Lender.

3.03 Inability to Determine Rates. If the Administrative Agent determines
----------------------------
in connection with any request for a Eurodollar Rate Loan or a conversion to or
continuation thereof that (a) Dollar deposits are not being offered to banks in
the applicable offshore Dollar market for the applicable amount and Interest
Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not
exist for determining the Eurodollar Base Rate for such Eurodollar Rate Loan or
(c) the Eurodollar Base Rate for such Eurodollar Rate Loan does not adequately
and fairly reflect the cost to the Lenders of funding such Eurodollar Rate Loan,
the Administrative Agent will promptly notify the Borrower and all Lenders.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent revokes such notice.
Upon receipt of such notice, the Borrower may revoke any pending request for a
Borrowing, conversion or continuation of Eurodollar Rate Loans or, failing that,
will be deemed to have converted such request into a request for a Borrowing of
Base Rate Loans in the amount specified therein.

3.04 Increased Cost and Reduced Return; Capital Adequacy.
---------------------------------------------------

(a)  If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans or (as the case may
be) issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this Section 3.04(a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.01 shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, and (iii) reserve requirements contemplated
by Section 2.13), then from time to time upon demand of such Lender (with a copy
of such demand to the Administrative Agent), the Borrower shall pay to such
Lender such additional amounts as will compensate such Lender for such increased
cost or reduction.

(b)  If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy) by an
amount such Lender deems material, then from time to time upon demand of such
Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to such Lender such additional amounts as will compensate such Lender
for such reduction.

3.05 Funding Losses. Upon demand of any Lender (with a copy to the
--------------
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

30

(a)  any continuation, conversion, payment or prepayment of any Eurodollar
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);

(b)  any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any
Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or

(c)  any assignment of a Eurodollar Rate Loan on a day other than the last
day of the Interest Period therefor as a result of a request by the Borrower
pursuant to Section 10.15;

including any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained, but excluding any Applicable Rate.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Base Rate used in determining the
Eurodollar Rate for such Loan by a matching deposit or other borrowing in the
applicable offshore Dollar interbank market for a comparable amount and for a
comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.

3.06 Matters Applicable to all Requests for Compensation.
---------------------------------------------------

(a)  The applicable Lender shall notify the Administrative Agent and the
Borrower as soon as practicable (and in any event within 120 days) after such
Lender obtains actual knowledge of any event or condition which will entitle
such Lender to compensation under Section 3.01 or 3.04, and the Borrower shall
not be liable for any such amount that accrues between the date such
notification is required to be given to the Borrower and the date such notice is
actually given to the Borrower.

(b)  A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth in reasonable detail the
basis for and calculation of the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In determining
such amount, the Administrative Agent or such Lender may use any reasonable
averaging and attribution methods.

(c)  Upon any Lender making a claim for compensation under Section 3.01 or
3.04 or notifying the Borrower that such Lender may not make or maintain
Eurodollar Rate Loans pursuant to Section 3.02, the Borrower may remove or
replace such Lender in accordance with Section 10.15.

3.07 Survival. All of the Borrower's obligations under this Article III
--------
shall survive termination of the Commitments and payment in full of all the
Obligations.

Article IV.
CONDITIONS PRECEDENT TO Credit Extensions

4.01 Conditions of Initial Credit Extension. The obligation of each Lender
--------------------------------------
to make its initial Credit Extension hereunder is subject to satisfaction of the
following conditions precedent:

31

(a)  The Administrative Agent's receipt of the following, each of which
shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Principal Officer of the
applicable party, each dated the Closing Date (or, in the case of certificates
of governmental officials, a recent date before the Closing Date) and each in
form and substance satisfactory to the Administrative Agent and its legal
counsel:

(i)    executed counterparts of this Agreement, sufficient in number
for distribution to the Administrative Agent, each Lender and the
Borrower;

(ii)   a Note executed by the Borrower in favor of each Lender
requesting a Note, each in a principal amount equal to such Lender's
Commitment;

(iii)  such certificates of resolutions or other action, incumbency
certificates and/or other certificates of Principal Officers of FMC and
Technologies as the Administrative Agent may request to establish the
identities of and verify the authority and capacity of each Principal
Officer thereof authorized to act as a Principal Officer in connection
with this Agreement and the other Loan Documents to which FMC or
Technologies is a party;

(iv)   such evidence as the Administrative Agent may reasonably
request to verify that each of FMC and Technologies is duly incorporated,
validly existing and in good standing in its jurisdiction of
incorporation, including certified copies of the certificate of
incorporation and bylaws of each of FMC and Technologies and certificates
of good standing for each of FMC and Technologies in its jurisdiction of
incorporation;

(v)    a certificate signed by a Principal Officer of FMC (A)
certifying that the conditions specified in Sections 4.03(a) and (b) have
been satisfied, (B) certifying that there has been no event or
circumstance since December 31, 2000, which has had or could be reasonably
expected to have a Material Adverse Effect, and (c) showing the Debt
Ratings of FMC on the Closing Date;

(vi)   an opinion of Steven H. Shapiro, Associate General Counsel of
FMC, substantially in the form of Exhibit C;

(vii)  an opinion of Mayer, Brown & Platt, counsel to FMC and
Technologies, substantially in the form of Exhibit D; and

(viii) such other assurances, certificates, documents, consents or
opinions as the Administrative Agent or the Required Lenders reasonably
may require.

(b)  Any fees required to be paid on or before the Closing Date pursuant
to the Fee Letter shall have been paid.

(c)  Unless waived by the Administrative Agent, the Borrower shall have
paid all Attorney Costs of the Administrative Agent to the extent invoiced prior
to or on the Closing Date, plus such additional amounts of Attorney Costs as
shall constitute its reasonable estimate of Attorney Costs incurred or to be
incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent).

(d)  No event or circumstance shall have occurred since December 31, 2000
that has had or could reasonably be expected to have a Material Adverse Effect.

32

4.02 Conditions to the Assumption. The Assumption shall become effective
----------------------------
on the date (the "Assumption Date") when, but only when, the following
conditions precedent have been satisfied:

(a)  The transfer of substantially all of the assets by FMC to
Technologies, and the assumption of the liabilities of FMC by Technologies, each
as described in the Registration Statement, shall have occurred.

(b)  FMC shall have assigned to Technologies, and Technologies shall have
assumed, all of the obligations of FMC under the Bridge Credit Agreement.

(c)  No Default or Event of Default shall exist or would result from the
Assumption.

(d)  The representations and warranties of the Borrower contained in
Article V shall be true and correct in all material respects on the Assumption
Date after giving effect to the Assumption, except to the extent that such
representation and warranties specifically refer to an earlier date, in which
case they shall have been true and correct in all material respects as of such
earlier date.

(e)  The Administrative Agent shall have received each of the following,
in form and substance satisfactory to it:

(i)    a Note executed by Technologies in favor of each Lender
requesting a Note, each in a principal amount equal to such Lender's
Commitment, which Note shall be in substitution and replacement of the
Note, if any, executed by FMC in favor of such Lender pursuant to Section
4.01(a)(2);

(ii)   the Guaranty executed by FMC;

(iii)  a certificate of the Secretary or an Assistant Secretary of
Technologies or FMC, as the case may be, certifying any changes in the
certificate of incorporation or bylaws of Technologies or FMC, as the case
may be, delivered pursuant to Section 4.01(a)(iv);

(iv)   bring-down certificates of Governmental Authorities attesting
to the existence and good standing of each of Technologies and FMC in its
jurisdiction of incorporation;

(v)    an opinion of Steven H. Shapiro, counsel to Technologies,
addressing such matters as the Administrative Agent may reasonably
request;

(vi)   an opinion of Mayer, Brown & Platt, counsel to FMC, addressing
such matters as the Administrative Agent may reasonably request;

(vii)  all documents (including an incumbency certificate and
certification by the Secretary or Assistant Secretary of each of
Technologies and FMC of board resolutions) it may reasonably request
relating to the existence of Technologies or FMC, as the case may be, the
corporate authority for and the validity of the Loan Documents, and any
other matter relevant hereto;

(viii) a certificate of a Principal Officer of Technologies
certifying that the conditions specified in Sections 4.02(a), (b), (c) and
(d) have been satisfied;

33

(ix)   executed copies of the Separation and Distribution Agreement,
the U.S. Purchase Agreement, the International Purchase Agreement, the Tax
Sharing Agreement, and the Transition Services Agreement (and any related
agreements requested by the Administrative Agent), and a list of
Subsidiaries of Technologies, each as described in, and substantially in
the form filed as exhibits to, the Registration Statement and each having
terms and conditions reasonably acceptable to the Administrative Agent;
and

(x)    such other documents, instruments or materials as the
Administrative Agent or the Required Lenders may reasonably request.

4.02 Conditions to all Credit Extensions. The obligation of each Lender to
-----------------------------------
make any Credit Extension is subject to satisfaction of the following conditions
precedent:

(a)  The representations and warranties of the Borrower contained in
Article V shall be true and correct in all material respects on and as of the
date of such Credit Extension, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall
have been true and correct in all material respects as of such earlier date,
except that the representations and warranties set forth in Sections 5.04(b) and
5.05 shall be required to be true and correct in all material respects only on
the date of the initial Credit Extension and on the Assumption Date after giving
effect to the Assumption.

(b)  No Default or Event of Default shall exist or would result from such
proposed Credit Extension.

(c)  The Administrative Agent and, if applicable, the L/C Issuer shall
have received a Request for Credit Extension in accordance with the requirements
hereof.

(d)  The Administrative Agent shall have received, in form and substance
satisfactory to it, such other assurances, certificates, documents or consents
related to the foregoing as the Administrative Agent or the Required Lenders may
reasonably request.

Each Request for Credit Extension submitted by the Borrower shall be
deemed to be a representation and warranty that the conditions specified in
Sections 4.03(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension.

4.04 Guaranty Release Conditions. The Guaranty shall be released and
---------------------------
discharged, without any action by the Administrative Agent or any Lender, on the
date (the "Guaranty Release Date") when, but only when, the following conditions
precedent (the "Guaranty Release Conditions") have been satisfied:

(a)  The Technologies IPO shall have been consummated.

(b)  The capitalization of Technologies shall be as set forth in the
amendment to the Registration Statement filed with the Securities and Exchange
Commission on April 4, 2001, with such changes to such capitalization as may be
acceptable to the Administrative Agent in its sole discretion.

(c)  The Debt Ratings of Technologies shall be at least BBB- by S&P and at
least Baa3 by Moody's.

34

(d)  No Default or Event of Default shall exist or would result from the
release of the Guaranty.

(e)  All obligations owing under the Bridge Credit Agreement shall have
been paid in full and all commitments thereunder shall have been terminated.

(f)  FMC shall have paid to Technologies any adjustment or "true-up" of
the "Final Calculation Amount" in accordance with Schedule 2.6(b) of the
Separation and Distribution Agreement described in Section 4.02(e)(ix).

(g)  Technologies shall have delivered to the Administrative Agent a
certificate of a Principal Officer (i) certifying that the conditions set forth
in Sections 4.04(a), (b), (c), (d) and (e) have been satisfied, (ii) showing pro
forma compliance, assuming that the Assumption Date was April 1, 2000 and after
giving effect to the satisfaction of the Guaranty Release Conditions, with the
covenants set forth in Sections 7.06(c), 7.10(c), 7.10(d) and 7.10(e), and
stating pro forma compliance with the covenants set forth in Sections
7.01(b)(vii), 7.05(c) and 7.07, in each case as of March 31, 2001, (iii) showing
the Debt Ratings of Technologies on the Guaranty Release Date, and (iv)
certifying the accuracy and completeness, in all material respects (but subject
to adjustments as set forth in the Separation and Distribution Agreement
described in Section 4.02(e)(vii)), of an attached pro forma consolidated
balance sheet and income statement of Technologies and its Consolidated
Subsidiaries as of and for the four fiscal quarter period ended March 31, 2001,
assuming that the Assumption Date was April 1, 2000 and after giving effect to
the satisfaction of the Guaranty Release Conditions.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the
Lenders that:

5.01 Corporate or Partnership Existence and Power. The Borrower and each
--------------------------------------------
Material Subsidiary (a) is a corporation or partnership duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, (b) has all corporate or partnership powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business and (c) is duly qualified as a foreign corporation or
partnership and in good standing in each jurisdiction where qualification is
required by the nature of its business or the character and location of its
property, business or customers, except, as to clauses (b) and (c), where the
failure so to qualify or to have such licenses, authorizations, consents and
approvals, in the aggregate, would not have a Material Adverse Effect.

5.02 Corporate and Governmental Authorization; No Contravention. The
----------------------------------------------------------
execution, delivery and performance by the Borrower of this Agreement and the
Notes (and by FMC of the Guaranty) are within the Borrower's (and FMC's, in the
case of the Guaranty) corporate power, have been duly authorized by all
necessary corporate action, require no action by or in respect of, or filing
with, any Governmental Authority and do not contravene, or constitute a default
under, any provision of applicable Law or of the certificate of incorporation or
bylaws of the Borrower or FMC or of any agreement, judgment, injunction, order,
decree or other instrument binding upon the Borrower or FMC or result in or
require the creation or imposition of any Lien on any asset of the Borrower or
FMC or any Subsidiary.

5.03 Binding Effect. This Agreement constitutes a legal, valid and binding
--------------
agreement of the Borrower and the Notes and the Guaranty, when executed and
delivered in accordance with this

35

Agreement, will constitute the legal, valid and binding obligations of the
Borrower (and FMC, in the case of the Guaranty), in each case enforceable in
accordance with their respective terms, except as such enforceability may be
limited by Debtor Relief Laws.

5.04 Financial Information. 
---------------------

(a)  The consolidated balance sheet of FMC and its Consolidated
Subsidiaries as of December 31, 2000, and the related consolidated statements of
income, cash flows and changes in stockholders' equity for the fiscal year then
ended, reported on by KPMG LLP and set forth in FMC's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, filed with the Securities and
Exchange Commission, a copy of which has been delivered to each of the Lenders,
fairly present in all material respects, in conformity with generally accepted
accounting principles, the consolidated financial position of FMC and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations, cash flows and changes in stockholders' equity for such fiscal year.

(b)  There has been no change since December 31, 2000 which has a Material
Adverse Effect.

5.05 Litigation. There is no action, suit, proceeding or arbitration
----------
pending against, or to the knowledge of the Borrower threatened against or
affecting, the Borrower or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable likelihood of an adverse decision which would have a Material Adverse
Effect or which in any manner questions the validity or enforceability of this
Agreement, the Notes or the Guaranty.

5.06 Compliance with ERISA. Each member of the ERISA Group has fulfilled
---------------------
its obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan and is in compliance in all material respects with the
presently applicable provisions of ERISA and the Code with respect to each Plan.
No member of the ERISA Group has (a) sought a waiver of the minimum funding
standard under Section 412 of the Code in respect of any Plan, (b) failed to
make any contribution or payment to any Plan or Multiemployer Plan or made any
amendment to any Plan which in either case has resulted or could result in the
imposition of a Lien or the posting of a bond or other security under ERISA or
the Code or (c) incurred any liability under Title IV of ERISA other than a
liability to the PBGC for premiums under Section 4007 of ERISA.

5.07 Environmental Matters. In the ordinary course of its business, the
---------------------
Borrower conducts an ongoing review of the effect of Environmental Laws on the
business, operations and properties of the Borrower and its Subsidiaries, in the
course of which it identifies and evaluates associated liabilities and costs
(including any capital or operating expenditures required for clean-up or
closure of properties presently or previously owned, any capital or operating
expenditures required to achieve or maintain compliance with environmental
protection standards imposed by law or as a condition of any license, permit or
contract, any related constraints on operating activities, including any
periodic or permanent shutdown of any facility or reduction in the level of or
change in the nature of operations conducted thereat and any actual or potential
liabilities to third parties, including employees, and any related costs and
expenses). On the basis of this review, the Borrower has reasonably concluded
that Environmental Laws are unlikely to have a Material Adverse Effect.

5.08 Taxes. United States Federal income tax returns of FMC and its
-----
Subsidiaries have been examined and closed through the fiscal year ended
December 31, 1992. The Borrower and each Subsidiary have filed all United States
Federal income tax returns and all other material tax returns that are required
to be filed by them and have paid all taxes due pursuant to such returns or
pursuant to any 

36

assessment received by any of them, except for any such taxes being diligently
contested in good faith and by appropriate proceedings. Adequate reserves have
been provided on the books of the Borrower and its Subsidiaries in respect of
all taxes or other governmental charges in accordance with generally accepted
accounting principles, and no tax liabilities in excess of the amount so
provided are anticipated that could reasonably be expected to have a Material
Adverse Effect.

5.09 Full Disclosure. All information (other than financial projections)
---------------
heretofore furnished by the Borrower to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement or any transaction
contemplated hereby (including the Technologies IPO) was, and all such
information hereafter furnished by the Borrower to the Administrative Agent or
any Lender will be, true and accurate in every material respect, and all
financial projections concerning the Borrower and its Subsidiaries that have
been or hereafter will be furnished by the Borrower to the Administrative Agent
or any Lender have been and will be prepared in good faith based on assumptions
believed by the Borrower to be reasonable.

5.10 Compliance with Laws. The Borrower and each Material Subsidiary are
--------------------
in compliance with all applicable Laws other than such Laws (a) the validity or
applicability of which the Borrower or such Material Subsidiary is contesting in
good faith or (b) failure to comply with which cannot reasonably be expected to
have a Material Adverse Effect.

5.11 Regulated Status. The Borrower is not an "investment company," within
----------------
the meaning of the Investment Company Act of 1940, or a "holding company" or a
"subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935.

ARTICLE VI.
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligations (other than Surviving Contingent Obligations) shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding:

6.01 Information. The Borrower will deliver to the Administrative Agent
-----------
and each of the Lenders: 

(a)  within 90 days after the end of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such fiscal year and the related consolidated statements of
income, of cash flows and of changes in stockholders' equity for such fiscal
year, setting forth in each case in comparative form the figures as of the end
of and for the previous fiscal year, all in reasonable detail and reported on
without Qualification by KPMG LLP or other independent public accountants of
nationally recognized standing;

(b)  within 45 days after the end of each of the first three quarters of
each fiscal year of the Borrower, a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such quarter, and the related
consolidated statements of income for such quarter and for the portion of the
Borrower's fiscal year ended at the end of such quarter and the related
consolidated statement of cash flows for the portion of the Borrower's fiscal
year ended at the end of such quarter, setting forth in each case in comparative
form the consolidated balance sheet as of the end of the previous fiscal year
and the consolidated statements of income for the corresponding quarter and the
corresponding portion of the Borrower's previous fiscal year, all certified
(subject to normal year-end adjustments) as to fairness of 

37

presentation and consistency by the chief financial officer, the treasurer or
the chief accounting officer of the Borrower;

(c)  simultaneously with the delivery of each set of financial statements
referred to in Sections 6.01(a) and (b), a Compliance Certificate of the chief
financial officer, the treasurer, or the chief accounting officer of the
Borrower (i) setting forth in reasonable detail such calculations as are
required to establish whether the Borrower was in compliance with the
requirements of Sections 7.06(c) and 7.10 and stating whether the Borrower was
in compliance with the requirements of Sections 7.01(a)(viii), 7.01(b)(vii),
7.05(c) and 7.07, as applicable to the Borrower, on the date of such financial
statements and (ii) stating whether there exists on the date of such certificate
any Default or Event of Default and, if any Default or Event of Default then
exists, setting forth the details thereof and the action that the Borrower is
taking or proposes to take with respect thereto;

(d)  simultaneously with the delivery of each set of financial statements
referred to in Sections 6.01(a) and (b), a schedule, certified as to its
accuracy and completeness by the chief financial officer, the treasurer or the
chief accounting officer of the Borrower, listing in reasonable detail the Debt
balance of each Restricted Subsidiary where such Debt balance is in excess of
$1,000,000, listing only Debt instruments of $1,000,000 or more; provided that
no such schedule need be furnished if at the date of the related financial
statements (i) the aggregate amount of Debt of domestic Restricted Subsidiaries
did not exceed (A) $100,000,000 prior to the Assumption Date or (B) $50,000,000
from and after the Assumption Date and (ii) the aggregate amount of Debt of all
Restricted Subsidiaries did not exceed (C) $200,000,000 prior to the Assumption
Date or (D) $100,000,000 from and after the Assumption Date;

(e)  within five Business Days after any officer of the Borrower obtains
knowledge of any Default or Event of Default, if such Default or Event of
Default is then continuing, a certificate of the chief financial officer, the
treasurer or the chief accounting officer of the Borrower setting forth the
details thereof and the action that the Borrower is taking or proposes to take
with respect thereto;

(f)  promptly upon the mailing thereof to the shareholders of the Borrower
generally, copies of all financial statements, reports and proxy statements so
mailed;

(g)  promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent), annual, quarterly or monthly reports and any
reports on Form 8-K (or any successor form) that the Borrower or any Subsidiary
shall have filed with the Securities and Exchange Commission;

(h)  within 14 days after any member of the ERISA Group (i) gives or is
required to give notice to the PBGC of any "reportable event" (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA which liability exceeds $1,000,000
or notice that any Multiemployer Plan is in reorganization, is insolvent or has
been terminated, a copy of such notice; (iii) receives notice from the PBGC
under Title IV of ERISA of an intent to terminate, impose liability (other than
for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to
administer, any Plan, a copy of such notice; (iv) applies for a waiver of the
minimum funding standard under Section 412 of the Code, a copy of such
application; (v) gives notice of intent to terminate any Plan under Section
4041(c) of ERISA, a copy of such notice and other information filed with the
PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of
ERISA, a copy of such notice; or (vii) fails to make any payment or contribution
to any Plan or

38

Multiemployer Plan or makes any amendment to any Plan which in either case has
resulted or could result in the imposition of a Lien or the posting of a bond or
other security, a certificate of the chief financial officer, the chief
accounting officer or the treasurer of the Borrower setting forth details as to
such occurrence and the action, if any, which the Borrower or applicable member
of the ERISA Group is required or proposes to take with respect thereto;

(i)  as soon as practicable after a Principal Officer of the Borrower
obtains knowledge of the commencement of an action, suit or proceeding against
the Borrower or any Subsidiary before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable likelihood
of an adverse decision which would have a Material Adverse Effect or which in
any manner questions the validity or enforceability of this Agreement or any of
the transactions contemplated hereby, information as to the nature of such
pending or threatened action, suit or proceeding; and

(j)  from time to time such additional information regarding the business,
properties, financial position, results of operations, or prospects of the
Borrower or any Subsidiary as the Administrative Agent, at the request of any
Lender, may reasonably request.

Payment of Obligations. Borrower will pay and discharge, and will cause
each of its Subsidiaries to pay and discharge, at or before maturity, all their
respective material obligations and liabilities and all lawful taxes,
assessments and governmental charges or levies upon it or its property or
assets, except where the same may be diligently contested in good faith by
appropriate proceedings or where the failure to so pay and discharge would not
have a Material Adverse Effect, and will maintain, and will cause each of its
Subsidiaries to maintain, in accordance with United States generally accepted
accounting principles as in effect from time to time, appropriate reserves for
the accrual of any of the same.

6.03 Maintenance of Property; Insurance.
----------------------------------

(a)  The Borrower will keep, and will cause each Restricted Subsidiary to
keep, all material property useful and necessary in its business in good working
order and condition, normal wear and tear excepted.

(b)  The Borrower will, and will cause each of its Material Subsidiaries
to, maintain (either in the name of the Borrower or in such Material
Subsidiary's own name) with financially sound and responsible insurance
companies, insurance on all their respective properties in at least such amounts
and against at least such risks (and with such risk retention) as are usually
maintained in the same general area by companies of established repute engaged
in the same or a similar business; and will furnish to the Lenders, upon request
from the Administrative Agent, information presented in reasonable detail as to
the insurance so carried.

6.04 Inspection of Property, Books and Records. The Borrower will keep,
-----------------------------------------
and will cause each of its Subsidiaries to keep, proper books of record and
account in which full, true and correct entries shall be made of all dealings
and transactions in relation to its business and activities. Subject to Section
10.08, the Borrower will permit, and will cause each of its Subsidiaries to
permit, representatives of any Lender to visit and inspect any of their
respective properties, to examine their respective corporate, financial and
operating records and make copies thereof or abstracts therefrom, and to discuss
their respective affairs, finances and accounts with their respective directors,
officers, employees and independent public accountants (provided that the
Borrower shall have the right to participate in any discussions with such
accountants), all at such reasonable times and as often as may reasonably be
desired, upon reasonable advance notice to the Borrower.

39

6.05 Maintenance of Existence, Rights, Etc.
-------------------------------------

(a)  The Borrower will preserve, renew and keep in full force and effect,
and will cause each of its Restricted Subsidiaries to preserve, renew and keep
in full force and effect their respective corporate or partnership existence and
their respective rights, privileges and franchises necessary or desirable in the
normal conduct of business, except when failure to do so would not have a
Material Adverse Effect; provided that nothing in this Section 6.05 shall
prohibit (i) a transaction permitted under Section 7.02 or (ii) the termination
of the corporate or partnership existence of any Restricted Subsidiary if the
Borrower in good faith determines that such termination is in the best interest
of the Borrower and would not have a Material Adverse Effect.

(b)  At no time will any Unrestricted Subsidiary hold, directly or
indirectly, any capital stock of any Restricted Subsidiary.

Bridge Credit Agreement. The Borrower will terminate and repay in full all
obligations owing under the Bridge Credit Agreement within seven days after the
Technologies IPO.

ARTICLE VII.
NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligations (other than Surviving Contingent Obligations) shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding:

7.01 Liens.
-----

(a)  Prior to the Guaranty Release Date, FMC will not, and will not permit
any Restricted Subsidiary to, create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it, except:

(i)    Liens existing on the date hereof, securing Debt outstanding
on the date hereof;

(ii)   Liens incidental to the conduct of its business or the
ownership of its assets which (A) arise in the ordinary course of
business, (B) do not secure Debt and (C) do not in the aggregate
materially detract from the value of its assets or materially impair the
use thereof in the operation of its business;

(iii)  Liens on property or assets of any Person existing at the time
such Person becomes a Restricted Subsidiary;

(iv)   Liens on any property or assets existing at the time of
acquisition thereof (including acquisition through merger or
consolidation) to secure the payment of all or any part of the purchase
price or construction cost thereof or to secure any Debt incurred prior
to, at the time of or within 120 days after the later of the acquisition
of such property or assets or the completion of any such construction and
the commencement of operation of such property or assets, for the purpose
of financing all or any part of the purchase price or construction cost
thereof;

40

(v)    Liens in favor of a Governmental Authority to secure payments
under any contract or statute, or to secure any Debt incurred in financing
the acquisition, construction or improvement of property subject thereto,
including Liens on, and created or arising in connection with the
financing of the acquisition, construction or improvement of, any facility
used or to be used in the business of FMC or any Restricted Subsidiary
through the issuance of obligations, the income from which shall be
excludable from gross income by virtue of Section 103 of the Code (or any
subsequently adopted provisions thereof providing for a specific exclusion
from gross income);

(vi)   Liens on assets of Restricted Subsidiaries securing Debt owing
to FMC;

(vii)  any extension, renewal, substitution, or replacement (or
successive extensions, renewals, substitutions or replacements), as a
whole or in part, of any Lien referred to in clauses (i) through (vi)
above or the Debt secured thereby; provided that (1) such extension,
renewal, substitution or replacement Lien shall be limited to all or any
part of the same property or assets or shares of stock or Debt that
secured the Lien extended, renewed, substituted or replaced (plus
improvements on such property) and (2) the Debt secured by such Lien at
such time is not increased; and

(viii)  other Liens securing Debt in an aggregate principal amount at
any time outstanding not to exceed $150,000,000 at any time; provided
that, notwithstanding the foregoing, the Borrower will not, and will not
permit any Restricted Subsidiary to, create, assume or suffer to exist any
Lien permitted solely by this clause (viii) on any stock, indebtedness or
other security of any Unrestricted Subsidiary now owned or hereafter
acquired by it.

(b)  From and after the Guaranty Release Date, the Borrower will not, and
will not permit any Restricted Subsidiary to, create, assume or suffer to exist
any Lien on any asset now owned or hereafter acquired by it, except:

(i)    Liens existing on the date hereof and described on Schedule
7.01, securing Debt outstanding on the date hereof;

(ii)   Liens incidental to the conduct of its business or the
ownership of its assets which (A) arise in the ordinary course of
business, (B) do not secure Debt and (C) do not in the aggregate
materially detract from the value of its assets or materially impair the
use thereof in the operation of its business;

(iii)  Liens in favor of the Borrower or any other Restricted
Subsidiary;

(iv)   Liens on any property or assets existing at the time of, or
incurred within 120 days after, the acquisition thereof (by purchase,
merger or otherwise), securing Debt incurred to pay the purchase price or
construction cost thereof, so long as such Liens do not and are not
extended to cover any other property or assets;

(v)    Liens in favor of a Governmental Authority to secure payments
under any contract or statute, or to secure any Debt incurred in financing
the acquisition, construction or improvement of property subject thereto,
including Liens on, and created or arising in connection with the
financing of the acquisition, construction or improvement of, any facility
used or to be used in the business of the Borrower or any Restricted
Subsidiary through the issuance of obligations, the income from which
shall be excludable from gross income by virtue of

41

Section 103 of the Code (or any subsequently adopted provisions thereof
providing for a specific exclusion from gross income);

(vi)   any extension, renewal, substitution, or replacement (or
successive extensions, renewals, substitutions or replacements), as a
whole or in part, of any Lien referred to in clauses (i) through (v)
above; provided that (1) such extension, renewal, substitution or
replacement Lien shall be limited to all or any part of the same property
or assets subject to the Lien extended, renewed, substituted or replaced
(plus improvements on such property) and (2) the Debt secured by such Lien
at such time is not increased; and

(vii)  other Liens so long as the principal amount of the Debt of the
Borrower and its Restricted Subsidiaries secured thereby does not exceed
$75,000,000 in the aggregate at any time and so long as the principal
amount of the Debt of the Borrower's Restricted Subsidiaries secured
thereby does not exceed $25,000,000 in the aggregate at any time.

7.01 Consolidations, Mergers and Sales of Assets.
-------------------------------------------

(a)  Prior to the Guaranty Release Date, FMC will not (i) consolidate with
or merge with or into any other Person or (ii) sell, assign, lease, transfer or
otherwise dispose of all or substantially all of its assets to any other Person;
provided that FMC may consolidate or merge with or into another Person if (A)
immediately after giving effect to such consolidation or merger, no Default or
Event of Default shall have occurred and be continuing, (B) the surviving entity
is a domestic corporation and (C) the Person surviving such consolidation or
merger, if not FMC, executes and delivers to the Administrative Agent and each
of the Lenders an instrument satisfactory to the Required Lenders pursuant to
which such Person assumes all of FMC's obligations under this Agreement as
theretofore amended or modified, including the full and punctual payment
(whether at stated maturity, upon acceleration or otherwise) of the principal of
and interest on each Loan made to FMC pursuant to this Agreement, the full and
punctual payment of all other amounts payable hereunder and the performance of
all of the other covenants and agreements contained herein.

(b)  From and after the Guaranty Release Date, the Borrower will not, and
will not permit any Restricted Subsidiary to, merge or consolidate with or into,
or sell, convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) a material portion of its assets to,
any Person, except that, so long as no Default or Event of Default then exists
or would result therefrom:

(i)   any Restricted Subsidiary may merge or consolidate with (A) the
Borrower, provided that the Borrower shall be the continuing or surviving
Person, (B) any other Restricted Subsidiary or (C) any other Person if the
Borrower in good faith determines that such merger or consolidation is in
the best interest of the Borrower and would not have a Material Adverse
Effect and, at least five days prior to such merger or consolidation (if
the transaction value of such merger or consolidation is in the amount of
$100,000,000 or more), the Borrower delivers to the Administrative Agent a
certificate of the chief financial officer, the treasurer or the chief
accounting officer of the Borrower showing pro forma compliance with the
covenants set forth in Sections 7.06(c), 7.10(c), 7.10(d) and 7.10(e), and
stating pro forma compliance with the covenants set forth in Sections
7.01(b)(vii), 7.05 and 7.07, in each case after giving effect thereto;

(ii)  any Restricted Subsidiary may sell, convey, transfer, lease or
otherwise dispose of a material portion of its assets to (A) the Borrower,
(B) any other Restricted Subsidiary or (C) 

42

any other Person if the Borrower in good faith determines that such sale is
in the best interest of the Borrower and would not have a Material Adverse
Effect and, at least five days prior to such sale, conveyance, transfer,
lease or other disposition (if the transaction value of such sale,
conveyance, transfer, lease of other disposition is in the amount of
$100,000,000 or more), the Borrower delivers to the Administrative Agent a
certificate of the chief financial officer, the treasurer or the chief
accounting officer of the Borrower showing pro forma compliance with the
covenants set forth in Sections 7.06(c), 7.10(c), 7.10(d) and 7.10(e), and
stating pro forma compliance with the covenants set forth in Sections
7.01(b)(vii), 7.05 and 7.07, in each case after giving effect thereto;

(iii)  the Borrower may merge or consolidate with any other Person,
provided that (A) the Borrower is the continuing or surviving Person,  (B)
the Borrower's Debt Ratings are not less than BBB- by S&P or Baa3 by
Moody's after giving effect thereto, and (C) at least five days prior to
such merger or consolidation (if the transaction value of such merger or
consolidation is in the amount of $100,000,000 or more), the Borrower
delivers to the Administrative Agent a certificate of the chief financial
officer, the treasurer or the chief accounting officer of the Borrower
showing pro forma compliance with the covenants set forth in Sections
7.06(c), 7.10(c), 7.10(d) and 7.10(e), and stating pro forma compliance
with the covenants set forth in Sections 7.01(b)(vii), 7.05 and 7.07, in
each case after giving effect thereto; and

(iv)   the Borrower may sell, convey, transfer, lease or otherwise
dispose of a material portion of its assets to any Person, provided that
(A) the Borrower's Debt Ratings are not less than BBB- by S&P or Baa3 by
Moody's after giving effect thereto and (B) at least five days prior to
such sale, conveyance, transfer, lease or other disposition (if the
transaction value of such sale, conveyance, transfer, lease or other
disposition is in the amount of $100,000,000 or more), the Borrower
delivers to the Administrative Agent a certificate of the chief financial
officer, the treasurer or the chief accounting officer of the Borrower
showing pro forma compliance with the covenants set forth in Sections
7.06(c), 7.10(c), 7.10(d) and 7.10(e), and stating pro forma compliance
with the covenants set forth in Sections 7.01(b)(vii), 7.05 and 7.07, in
each case after giving effect thereto.

7.03 Use of Proceeds. The proceeds of the Borrowings under this Agreement
---------------
will be used by the Borrower for general corporate purposes. None of such
proceeds will be used, directly or indirectly, in a manner that violates
Regulation U or X of the Board. The Borrower will not permit more than 25% of
the consolidated assets of the Borrower and its Subsidiaries to consist of
"margin stock," as such term is defined in Regulation U of the Board. Borrowings
by FMC under this Agreement shall be made only in contemplation of the
assumption of such Borrowings by Technologies.

7.04 Compliance with Laws. The Borrower will comply, and cause each of its
-------------------- 
Subsidiaries to comply, in all material respects with all requirements of Law
(including ERISA, Environmental Laws and the rules and regulations thereunder),
except where failure to so comply would not have a Material Adverse Effect.

7.05 Restricted Subsidiary Debt. From and after the Guaranty Release Date,
-------------------------- 
the Borrower will not permit any Restricted Subsidiary to create, incur, assume
or permit to exist any Debt, except:

(a)  Debt existing on the date hereof and described on Schedule 7.05;

(b)  Debt owed to the Borrower or any other Restricted Subsidiary; and

43

(c)   other Debt in an aggregate principal amount for all Restricted
Subsidiaries not exceeding $50,000,000 at any time.

7.06  Restricted Payments. From and after the Guaranty Release Date, the
------------------- 
Borrower will not, and will not permit any Restricted Subsidiary to, declare or
make any Restricted Payment, except that:

(a)   any Restricted Subsidiary may declare and make Restricted Payments to
the Borrower or to any other Restricted Subsidiary (and, in the case of a
Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower
or any other Restricted Subsidiary and to each other owner of capital stock of
such Restricted Subsidiary on a pro-rata basis based on their relative ownership
interests);

(b)   the Borrower or any Restricted Subsidiary may declare and make
Restricted Payments, payable solely in the Common Stock of such Person; and

(c)   the Borrower may declare and make Restricted Payments to its
stockholders during any fiscal quarter in an amount not exceeding 50% of its
Consolidated Net Income in respect of the immediately preceding fiscal quarter,
provided that no Default or Event of Default exists at the time of the
declaration thereof or would result therefrom.

7.07  Investments in Unrestricted Subsidiaries. From and after the Guaranty
---------------------------------------- 
Release Date, the Borrower will not, and will not permit any Restricted
Subsidiary to, make Investments in Unrestricted Subsidiaries in an aggregate
amount outstanding at any time in excess of $100,000,000 for all such
Unrestricted Subsidiaries.

7.08  Limitations on Upstreaming. From and after the Guaranty Release Date,
-------------------------- 
the Borrower will not, and will not permit any Restricted Subsidiary to,
directly or indirectly agree to any restriction or limitation on the making of
Restricted Payments by a Restricted Subsidiary, the repaying of loans or
advances owing by a Restricted Subsidiary to the Borrower or any other
Restricted Subsidiary or the transferring of assets from any Restricted
Subsidiary to the Borrower or any other Restricted Subsidiary, except (a)
restrictions and limitations imposed by Laws or by the Loan Documents, (b)
customary restrictions and limitations contained in agreements relating to the
disposition of a Restricted Subsidiary or its assets that is permitted hereunder
and (c) any other restrictions that could not reasonably be expected to impair
the Borrower's ability to repay the Obligations as and when due.

7.09  Transactions with Affiliates. From and after the Guaranty Release
---------------------------- 
Date, the Borrower will not, and will not permit any Restricted Subsidiary to,
enter into any transaction of any kind with any Affiliate of the Borrower (other
than the Borrower or a Restricted Subsidiary), other than upon fair and
reasonable terms as could reasonably be obtained in an arms-length transaction
with a Person that is not an Affiliate in accordance with prevailing industry
customs and practices.

7.10  Financial Covenants.
------------------- 

(a)   Consolidated Adjusted Net Worth.  Prior to the Guaranty Release Date,
-------------------------------                                      
FMC will not permit the consolidated stockholders' equity of FMC and its
Consolidated Subsidiaries to be less than $1,017,275,000.

(b)   Cash Flow Coverage.  Prior to the Guaranty Release Date, FMC will not
------------------                                                   
permit the ratio of Consolidated Cash Flow for any period of four consecutive
fiscal quarters to Adjusted Total Debt as of the last day of any such period to
be less than 0.20 to 1.00.

44

(c)   Consolidated Tangible Net Worth.  From and after the Guaranty Release
-------------------------------                                      
Date, the Borrower will not permit Consolidated Tangible Net Worth as of the end
of any fiscal quarter of the Borrower ending after the Guaranty Release Date to
be less than the sum of (i) 90% of Consolidated Tangible Net Worth on the
Guaranty Release Date after giving effect to the satisfaction of the Guaranty
Release Conditions, plus (ii) an amount equal to 50% of the Consolidated Net
Income earned in each fiscal quarter ending after the Guaranty Release Date
(with no deduction for a net loss in any such fiscal quarter) plus (iii) an
amount equal to 75% of the aggregate increases in stockholders' equity of the
Borrower and its Consolidated Restricted Subsidiaries after the Guaranty Release
Date by reason of any Equity Issuance.

(d)   Total Debt to EBITDA Ratio. From and after the Guaranty Release Date,
--------------------------
the Borrower will not permit the ratio of Adjusted Total Debt as of the last day
of any fiscal quarter to Consolidated EBITDA for the period of four consecutive
fiscal quarters ended on such last day to be more than 3.25 to 1.00.

(e)   Interest Coverage Ratio. From and after the Guaranty Release Date,
-----------------------                                         
the Borrower will not permit the ratio of Consolidated EBITDA for any period of
four consecutive fiscal quarters to Consolidated Interest Expense for such
period to be less than 4.25 to 1.00.

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

8.01  Events of Default. Any of the following shall constitute an Event of
----------------- 
Default:

(a)   any principal of any Loan shall not be paid when due, or any
interest, fees or other amount payable hereunder shall not be paid within five
Business Days of the due date thereof;

(b)   the Borrower shall fail to observe or perform any covenant contained
in Section 6.05(b) or 6.06 or Article VII;

(c)   the Borrower shall fail to observe or perform any of its covenants or
agreements contained in this Agreement (other than those covered by clause (a)
or (b) above) for 30 days after notice thereof has been given to the Borrower by
the Administrative Agent at the request of any Lender; provided that the 30-day
grace period set forth above shall be reduced by the number of days that any
officer of the Borrower had knowledge of any applicable failure prior to giving
notice thereof to the Administrative Agent and the Lenders pursuant to Section
6.01(e);

(d)   any representation, warranty, certification or statement by the
Borrower made in this Agreement or in any certificate, financial statement or
other document delivered pursuant hereto or deemed to be made pursuant to
Section 4.03 shall have been incorrect in any material respect when made or
deemed to be made;

(e)   the Borrower, any Material Subsidiary or the Guarantor shall fail to
make any payment in respect of Material Financial Obligations when due after
giving effect to any applicable grace period;

(f)   any event or condition shall occur that (i) results in the
acceleration of the maturity of Material Financial Obligations or (ii) enables
the holder or holders of Material Financial Obligations or any Person acting on
behalf of such holder or holders to accelerate the maturity thereof, provided
that no 

45

Event of Default under this clause (ii) shall occur unless and until any
required notice has been given and/or period of time has elapsed with respect to
such Material Financial Obligations so as to perfect such right to accelerate;

(g) the Borrower, any Material Subsidiary or the Guarantor shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any Debtor Relief Law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, or shall consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any corporate action to authorize any of the foregoing;

(h) an involuntary case or other proceeding shall be commenced against the
Borrower, any Material Subsidiary or the Guarantor seeking liquidation,
reorganization or other relief with respect to it or its debts under any Debtor
Relief Law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower, any Material Subsidiary or the
Guarantor under the Federal bankruptcy laws as now or hereafter in effect;

(i) any member of the ERISA Group shall fail to pay when due an amount or
amounts aggregating in excess of (i) $50,000,000 prior to the Assumption or (ii)
$25,000,000 after the Assumption which it shall have become liable to pay under
Title IV of ERISA; or notice of intent to terminate a Material Plan shall be
filed under Title IV of ERISA by any member of the ERISA Group, any plan
administrator or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or to cause a
trustee to be appointed to administer, any Material Plan; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation in excess of (iii) $50,000,000 prior to the Assumption or (iv)
$25,000,000 after the Assumption;

(j) Enforceable Judgments for the payment of money in an aggregate amount
exceeding (i) $50,000,000 prior to the Assumption or (ii) $25,000,000
($50,000,000 if rendered against the Guarantor) after the Assumption shall be
rendered against the Borrower, any Material Subsidiary or the Guarantor and
shall continue unsatisfied and unstayed for a period of 30 days;

(k) a Change of Control shall occur; or

(l) any Loan Document, at any time after its execution and delivery and for
any reason other than the agreement of the Required Lenders or all Lenders, as
may be required hereunder, or satisfaction in full of all the Obligations,
ceases to be in full force and effect, or the Borrower or the Guarantor denies
that it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document;

then, and in every such event, the Administrative Agent shall (i) if requested
by the Required Lenders, by notice to the Borrower, terminate the Commitments,
and the Commitments shall thereupon terminate and (ii) 

46

if requested by Required Lenders, by notice to the Borrower, declare the
Obligations to be, and the Obligations shall thereupon become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower and (iii) if requested by the
Required Lenders, require that the Borrower Cash Collateralize the L/C
Obligations (in an amount equal to the Outstanding Amount thereof); provided
that in the case of any of the Events of Default specified in Sections 8.01(g)
and (h) with respect to the Borrower, immediately and without any notice to the
Borrower or any other act by the Administrative Agent or the Lenders, the
Commitments shall terminate and the Obligations shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower, and the obligation of the Borrower to
Cash Collateralize the L/C Obligations as aforesaid shall become effective.

ARTICLE IX.
ADMINISTRATIVE AGENT

9.01 Appointment and Authorization of Administrative Agent.
----------------------------------------------------- 

(a)  Each Lender hereby irrevocably (subject to Section 9.09) appoints,
designates and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto.  Notwithstanding any provision to
the contrary contained elsewhere herein or in any other Loan Document, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Administrative Agent have or be deemed
to have any fiduciary relationship with any Lender or participant, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.  Without limiting the
generality of the foregoing sentence, the use of the term "agent" herein and in
the other Loan Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law.  Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

(b)  The L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith until such
time (and except for so long) as the Administrative Agent may agree at the
request of the Required Lenders to act for the L/C Issuer with respect thereto;
provided that the L/C Issuer shall have all of the benefits and immunities (i)
provided to the Administrative Agent in this Article IX with respect to any acts
taken or omissions suffered by the L/C Issuer in connection with Letters of
Credit issued by it or proposed to be issued by it and the application and
agreements for letters of credit pertaining to the Letters of Credit as fully as
if the term "Administrative Agent" as used in this Article IX included the L/C
Issuer with respect to such acts or omissions, and (ii) as additionally provided
herein with respect to the L/C Issuer.

9.02 Delegation of Duties. The Administrative Agent may execute any of its
--------------------   
duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

9.03 Liability of Administrative Agent. No Agent-Related Person shall 
--------------------------------- 
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any

47

other Loan Document or the transactions contemplated hereby (except for its own
gross negligence or willful misconduct in connection with its duties expressly
set forth herein), or (b) be responsible in any manner to any Lender or
participant for any recital, statement, representation or warranty made by FMC,
Technologies or any officer thereof contained herein or in any other Loan
Document, or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Borrower or any other party
to any Loan Document to perform its obligations hereunder or thereunder.  No
Agent-Related Person shall be under any obligation to any Lender or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower or any
Affiliate thereof.

9.04  Reliance by Administrative Agent.
-------------------------------- 

(a)   The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to the Borrower), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required
Lenders or all the Lenders, if required hereunder, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and participants. Where this Agreement expressly permits or prohibits an
action unless the Required Lenders otherwise determine, the Administrative Agent
shall, and in all other instances, the Administrative Agent may, but shall not
be required to, initiate any solicitation for the consent or a vote of the
Lenders.

(b)   For purposes of determining compliance with the conditions specified
in Section 4.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter either sent by the Administrative Agent to such Lender for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

9.05  Notice of Default. The Administrative Agent shall not be deemed to
----------------- 
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Article VIII; provided that unless and until the Administrative Agent has
received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

48

9.06  Credit Decision; Disclosure of Information by Administrative Agent.
------------------------------------------------------------------ 
Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of the Borrower or any of its Subsidiaries thereof, shall
be deemed to constitute any representation or warranty by any Agent-Related
Person to any Lender as to any matter, including whether Agent-Related Persons
have disclosed material information in their possession. Each Lender represents
to the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and its Subsidiaries, and all applicable bank
or other regulatory Laws relating to the transactions contemplated hereby, and
made its own decision to enter into this Agreement and to extend credit to the
Borrower hereunder. Each Lender also represents that it will, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent herein, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Borrower or
any of its Subsidiaries which may come into the possession of any Agent-Related
Person.

9.07  Indemnification of Administrative Agent. Whether or not the
--------------------------------------- 
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of the Borrower and without limiting the obligation of the Borrower to do
so), pro rata, and hold harmless each Agent-Related Person from and against any
and all Indemnified Liabilities incurred by it; provided that no Lender shall be
liable for the payment to any Agent-Related Person of any portion of such
Indemnified Liabilities resulting from such Person's gross negligence or willful
misconduct; provided that no action taken in accordance with the directions of
the Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. Without limitation of the foregoing,
each Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section shall survive
termination of the Commitments, the payment of all Obligations hereunder and the
resignation or replacement of the Administrative Agent.

9.08  Administrative Agent in its Individual Capacity. Bank of America and
----------------------------------------------- 
its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other business with
the Borrower and its Affiliates as though Bank of America were not the
Administrative Agent hereunder and without notice to or consent of the Lenders.
The Lenders acknowledge that, pursuant to such activities, Bank of America or
its Affiliates may receive information regarding the Borrower or any of its
Subsidiaries (including information that may be subject to confidentiality
obligations in favor of the Borrower or any of its Subsidiaries) and acknowledge
that the Administrative Agent shall be under no obligation to provide such
information to them. With respect to its Loans, Bank 

49

of America shall have the same rights and powers under this Agreement as any
other Lender and may exercise such rights and powers as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" include Bank of
America in its individual capacity.

9.09  Successor Administrative Agent. The Administrative Agent may resign
------------------------------ 
as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders
which successor administrative agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default (which consent
of the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrower, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent and the term "Administrative Agent" shall mean such successor
administrative agent and the retiring Administrative Agent's appointment, powers
and duties as Administrative Agent shall be terminated. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

9.10  Other Agents. None of the Lenders identified on the facing page or
------------ 
signature pages of this Agreement as a "syndication agent," "documentation
agent," or "co-agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders so identified in deciding to enter into this Agreement or in
taking or not taking action hereunder.

ARTICLE X.
MISCELLANEOUS

10.01 Amendments, Etc. No amendment or waiver of any provision of this
--------------- 
Agreement or any other Loan Document, and no consent to any departure by the
Borrower therefrom, shall be effective unless in writing signed by the Required
Lenders (or the Administrative Agent with the written consent of the Required
Lenders) and, in the case of an amendment, the Borrower and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that no such amendment, waiver or consent
shall, unless in writing and signed by each of the Lenders directly affected
thereby (or the Administrative Agent with the written consent of such Lenders)
and, in the case of an amendment, by the Borrower do any of the following:

(a)   except as expressly contemplated by Section 2.03, extend or increase
the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Article VIII);

50

(b)   postpone any date fixed by this Agreement or any other Loan Document
for any payment or mandatory prepayment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Loan
Document;

(c)   reduce the principal of, or the rate of interest specified herein on,
any Loan, or (subject to clause (iii) of the proviso below) any fees or other
amounts payable hereunder or under any other Loan Document; provided that only
the consent of the Required Lenders shall be necessary to amend the definition
of "Default Rate" or to waive any obligation of the Borrower to pay interest at
the Default Rate;

(d)   change the percentage of the Aggregate Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Lenders
or any of them to take any action hereunder;

(e)   change the Pro Rata Share or Voting Percentage of any Lender;

(f)   release the Guaranty except in accordance with the terms and
conditions of Section 4.04;

(g)   amend this Section, Section 2.12, Section 4.02, Section 4.04, Section
10.05, or any provision herein providing for consent or other action by all the
Lenders;

and, provided further that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Required
Lenders or all the directly affected Lenders, as the case may be (or the
Administrative Agent on their behalf), affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; and (ii)
the Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto.

10.02 Notices and Other Communications; Facsimile Copies.
-------------------------------------------------- 

(a)   General.  Unless otherwise expressly provided herein, all notices and
-------                                                              
other communications provided for hereunder shall be in writing (including by
facsimile transmission) and mailed, faxed or delivered to the address, facsimile
number or (subject to subsection (c) below) electronic mail address specified
for notices on the signature pages hereof or on the applicable Administrative
Questionnaire or to such other address as shall be designated by a party hereto
in a notice to the other parties hereto.  All such notices and other
communications shall be deemed to be given or made upon the earlier to occur of
(i) actual receipt by the intended recipient and (ii) (A) if delivered by hand
or by courier, when signed for by the intended recipient; (B) if delivered by
mail, three Business Days after deposit in the mails, postage prepaid; (C) if
delivered by facsimile, when sent and receipt has been confirmed by telephone;
and (D) if delivered by electronic mail (which form of delivery is subject to
the provisions of subsection (c) below), when delivered; provided that notices
and other communications to the Administrative Agent pursuant to Article II
shall not be effective until actually received by such Person.  Any notice or
other communication permitted to be given, made or confirmed by telephone
hereunder shall be given, made or confirmed by means of a telephone call to the
intended recipient at the number specified on the signature pages hereof or on
the applicable Administrative Questionnaire or at the number that may be
otherwise specified in accordance

51

herewith, it being understood and agreed that a voicemail message shall in no
event be effective as a notice, communication or confirmation hereunder.

(b)    Effectiveness of Facsimile Documents and Signatures.  Loan Documents
---------------------------------------------------
may be transmitted and/or signed by facsimile.  The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on the Borrower,
the Administrative Agent and the Lenders.  The Administrative Agent may also
require that any such documents and signatures be confirmed by a manually-signed
original thereof; provided that the failure to request or deliver the same shall
not limit the effectiveness of any facsimile document or signature.

(c)    Limited Use of Electronic Mail.  Electronic mail and internet and
------------------------------
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute Loan Documents for
execution by the parties thereto, and may not be used for any other purpose.

(d)    Reliance by Administrative Agent and Lenders. The Administrative
--------------------------------------------
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Loan Notices) purportedly given by or on behalf of the
Borrower even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify each Agent-
Related Person and each Lender from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the Borrower. All telephonic notices to and other communications
with the Administrative Agent may be recorded by the Administrative Agent, and
each of the parties hereto hereby consents to such recording.

10.03  No Waiver; Cumulative Remedies. No failure by any Lender or the
------------------------------
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

10.04  Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay
----------------------------------
or reimburse the Administrative Agent for all reasonable costs and expenses
incurred in connection with the development, preparation, negotiation and
execution of this Agreement and the other Loan Documents and any amendment,
waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or
reimburse the Administrative Agent and each Lender for all reasonable costs and
expenses incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The agreements in this Section shall survive the termination of the
Aggregate Commitments and repayment of all the other Obligations.

10.05  Indemnification by the Borrower. Whether or not the transactions
-------------------------------
contemplated hereby are consummated, the Borrower agrees to indemnify, save and
hold harmless each Agent-Related Person, 

52

each Lender and their respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and
against: (a) any and all claims, demands, actions or causes of action that are
asserted against any Indemnitee by any Person (other than the Administrative
Agent or any Lender) relating directly or indirectly to a claim, demand, action
or cause of action that such Person asserts or may assert against the Borrower,
any Affiliate of the Borrower or any of their respective officers or directors,
including any Indemnified Liability arising out of or based upon any untrue
statement or alleged untrue statement of a material fact, or omission or alleged
omission to state a material fact required to be stated, in the Registration
Statement; (b) any and all claims, demands, actions or causes of action that may
at any time (including at any time following repayment of the Obligations and
the resignation or removal of the Administrative Agent or the replacement of any
Lender) be asserted or imposed against any Indemnitee arising out of or relating
to the Loan Documents, any Commitment, the use or contemplated use of the
proceeds of any Credit Extension, or the relationship of the Borrower, the
Administrative Agent and the Lenders under this Agreement or any other Loan
Document; (c) any administrative or investigative proceeding by any Governmental
Authority arising out of or related to a claim, demand, action or cause of
action described in subsection (a) or (b) above; and (d) any and all liabilities
(including liabilities under indemnities), losses or reasonable costs or
expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a
result of the assertion of any foregoing claim, demand, action, cause of action
or proceeding, or as a result of the preparation of any defense in connection
with any foregoing claim, demand, action, cause of action or proceeding, in all
cases, whether or not arising out of the negligence of an Indemnitee, and
whether or not an Indemnitee is a party to such claim, demand, action, cause of
action or proceeding (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that no Indemnitee shall be entitled to indemnification
for any Indemnified Liability caused by its own gross negligence or willful
misconduct or for any loss asserted against it by another Indemnitee. The
agreements in this Section shall survive the termination of the Aggregate
Commitments and repayment of all the other Obligations.

10.06  Payments Set Aside. To the extent that the Borrower makes a payment
------------------
to the Administrative Agent or any Lender, or the Administrative Agent or any
Lender exercises its right of set-off, and such payment or the proceeds of such
set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

10.07  Successors and Assigns.
----------------------

(a)    The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that, except as provided in this Section 10.07(a) or in
Section 7.02, the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent
shall be null and void). Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement. On the Assumption Date, and subject
to the satisfaction of the conditions precedent 

53

set forth in Section 4.02, FMC agrees to assign (and shall be deemed to have
assigned without the necessity of any separate assignment agreement) and
Technologies agrees to assume (and shall be deemed to have assumed without the
necessity of any separate assumption agreement), all of FMC's rights and
obligations as the Borrower under the Loan Documents. Upon such assignment by
FMC and assumption by Technologies, FMC shall be released from all of its
obligations and liabilities under the Loan Documents (except under the Guaranty)
without the necessity of any separate release agreement.

(b)    Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations) at the time owing to it);
provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund with respect to a Lender, the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding thereunder) subject to each
such assignment, determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent, shall not
be less than $5,000,000, unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed), (ii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned, and (iii) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500.
Subject to acceptance and recording thereof by the Administrative Agent pursuant
to Section 10.07(c), from and after the effective date specified in each
Assignment and Acceptance, the Eligible Assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.07, 10.04 and 10.05).  Upon request, the Borrower (at its
expense) shall execute and deliver new or replacement Notes to the assigning
Lender and the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

(c)    The Administrative Agent, acting solely for this purpose as an agent
of the Borrower, shall maintain at the Administrative Agent's Office a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). Subject to the
fourth sentence of Section 2.10(a), the entries in the Register shall be
rebuttably presumptively true and correct, and the Borrower, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

(d)    Any Lender may, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender's participations in L/C Obligations)
owing to it); 

54

provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
that would (i) postpone any date upon which any payment of money is scheduled to
be paid to such Participant or (ii) reduce the principal, interest, fees or
other amounts payable to such Participant. Subject to Section 10.07(e), the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.09 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.12 as though it were a Lender.

(e)    A Participant shall not be entitled to receive any greater payment
under Section 3.01 or Section 3.04 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent.  A Participant that would be a Lender
organized under the laws of a jurisdiction outside of the United States if it
were a Lender shall not be entitled to the benefits of Section 3.01 unless the
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section 3.01
as though it were a Lender.

(f)    Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its
Notes, if any) to secure obligations of such Lender to a Federal Reserve Bank;
provided that no such pledge or assignment shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

(g)    If the consent of the Borrower to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of Section 10.07(b)), the Borrower shall be deemed to have
given its consent five Business Days after the date notice thereof has been
delivered by the assigning Lender (through the Administrative Agent) unless such
consent is expressly refused by the Borrower prior to such fifth Business Day.

(h)    As used herein, the following terms have the following meanings:

"Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
Lender; (iii) an Approved Fund; and (iv) any other Person (other than a
natural Person) approved by the Administrative Agent and the L/C Issuer
and, unless an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed).

"Fund" means any Person (other than a natural Person) that is (or
will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of
its business.

55

"Approved Fund" means any Fund that is administered or managed by
(i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender.

(i)    Notwithstanding anything to the contrary contained herein, if at any
time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, upon 30 days' notice to the Borrower
and the Lenders, resign as L/C Issuer.  In the event of any such resignation as
L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer hereunder; provided that no failure by the Borrower to
appoint any such successor shall affect the resignation of Bank of America as
L/C Issuer.  Bank of America shall retain all the rights and obligations of the
L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate
Loans or fund participations in Unreimbursed Amounts pursuant to Section
2.03(c)).

10.08  Confidentiality. Each of the Administrative Agent and the Lenders
---------------
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Borrower;
(g) with the consent of the Borrower; (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates.
For the purposes of this Section, "Information" means all information received
from the Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified in writing at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

10.09  Set-off. In addition to any rights and remedies of the Lenders
-------
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower, any such notice being waived by the Borrower to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the Borrower against any and all Obligations 

56

then due and payable to such Lender, now or hereafter existing, irrespective of
whether or not the Administrative Agent or such Lender shall have made demand
under this Agreement or any other Loan Document. Each Lender agrees promptly to
notify the Borrower and the Administrative Agent after any such set-off and
application made by such Lender; provided that the failure to give such notice
shall not affect the validity of such set-off and application.

10.10  Interest Rate Limitation. Notwithstanding anything to the contrary
------------------------
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or
any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it
exceeds such unpaid principal, refunded to the Borrower. In determining whether
the interest contracted for, charged, or received by the Administrative Agent or
a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations.

10.11  Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

10.12  Integration. This Agreement, together with the other Loan Documents,
-----------
comprises the complete and integrated agreement of the parties on the subject
matter hereof and thereof and supersedes all prior agreements, written or oral,
on such subject matter. In the event of any conflict between the provisions of
this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or
remedies in favor of the Administrative Agent or the Lenders in any other Loan
Document shall not be deemed a conflict with this Agreement. Each Loan Document
was drafted with the joint participation of the respective parties thereto and
shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof.

10.13  Survival of Representations and Warranties. All representations and
------------------------------------------
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
(other than Contingent Surviving Obligations) shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.

10.14  Severability. Any provision of this Agreement and the other Loan
------------
Documents to which the Borrower is a party that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

57

10.15  Removal and Replacement of Lenders.
---------------------------------- 

(a)    Under any circumstances set forth herein providing that the Borrower
shall have the right to remove or replace a Lender as a party to this Agreement,
the Borrower may, upon notice to such Lender and the Administrative Agent, (i)
remove such Lender by terminating such Lender's Commitment or (ii) replace such
Lender by causing such Lender to assign its Commitment pursuant to Section
10.07(b) to one or more other Lenders or Eligible Assignees procured by the
Borrower; provided that if the Borrower elects to exercise such right with
respect to any Lender pursuant to Section 3.06(b), it shall be obligated to
remove or replace, as the case may be, all Lenders that have made similar
requests for compensation pursuant to Section 3.01 or 3.04 or make similar
notifications pursuant to Section 3.02.  The Borrower shall, in the case of a
termination of such Lender's Commitment pursuant to clause (i) preceding, (x)
pay in full all principal, interest, fees and other amounts owing to such Lender
through the date of termination or assignment (including any amounts payable
pursuant to Section 3.05), (y) provide appropriate assurances and indemnities
(which may include letters of credit) to the L/C Issuer as it may reasonably
require with respect to any continuing obligation of such Lender to purchase
participation interests in any L/C Obligations then outstanding, and (z) release
such Lender from its obligations under the Loan Documents.  Any Lender being
replaced shall execute and deliver an Assignment and Acceptance with respect to
such Lender's Commitment and outstanding Credit Extensions.  The Borrower shall,
in the case of an assignment pursuant to clause (ii) preceding, cause to be paid
the assignment fee payable to the Administrative Agent pursuant to Section
10.07(b).  The Administrative Agent shall distribute an amended Schedule 2.01,
which shall be deemed incorporated into this Agreement, to reflect changes in
the identities of the Lenders and adjustments of their respective Commitments
and/or Pro Rata Shares resulting from any such removal or replacement.

(b)    This Section 10.15 shall supersede any provision in Section 10.01 to
the contrary.

10.16  Governing Law.
------------- 

(a)    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)    ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO.  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH
LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

58

10.17  Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT
--------------------------------
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10.18  Time of the Essence. Time is of the essence of the Loan Documents.
-------------------

REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES TO FOLLOW.

59

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.

FMC CORPORATION

By: /s/ S. K. Kushner
----------------------------------

Name:  S. K. Kushner
-------------------------

Title: Vice President and 
Treasurer
-------------------------

By: /s/ J. J. Meyer
----------------------------------

Name:  J. J. Meyer
-------------------------

Title: Manager, Banking and 
Cash Management
-------------------------

Address:  200 East Randolph Drive

Chicago, Illinois 60601

Attention:  Treasurer

Facsimile No.:  312.861.5797

FMC TECHNOLOGIES, INC.

By: /s/ S. K. Kushner
----------------------------------

Name:  S. K. Kushner
-------------------------

Title: Vice President 
-------------------------

By: /s/ S. H. Shapiro
----------------------------------

Name:  S. H. Shapiro
-------------------------

Title: Vice President 
and Secretary
-------------------------

Address:  200 East Randolph Drive

Chicago, Illinois 60601

Attention:  Treasurer

Facsimile No.:  312.861.5797

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Patrick M. Delaney
--------------------------------

Name: Patrick M. Delaney
---------------------------

Title: Managing Director
--------------------------

Administrative Agent's Office:

Address: 901 Main Street
---------------------------
Dallas, TX 75202
---------------------------
Phone:     (214) 209-9254   
-------------------------

Facsimile No.: (214) 290-9439
--------------------

Attention: Corporate Loan Funds/
Ben Cosgrove
------------------------

ABA No.: 111000012
--------------------------

Account No.: 1292000883
----------------------

Reference:  FMC Technologies

BANK OF AMERICA, N.A., as a Lender and L/C
Issuer

By: /s/ Patrick M. Delaney
--------------------------------

Name: Patrick M. Delaney
---------------------------

Title: Managing Director 
--------------------------

Address: 333 Clay Street, Suite 4550
---------------------------
Houston, TX 77002-4103
---------------------------
Telephone: (713) 651-4929
-------------------------

Facsimile No.: (713) 651-4808
--------------------

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

CITIBANK, N.A., as a Lender

By: /s/ Carolyn A. Sheridan           
-------------------------------

Name: Carolyn A. Sheridan             
--------------------------

Title: Managing Director
-------------------------

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., as a Lender
"RABOBANK NEDERLAND"

By: /s/ Ian Reece
-------------------------------

Name:  Ian Reece
------------------------

Title: Senior Credit Officer
------------------------

By: /s/ David W. Nelson
-------------------------------

Name:  David W. Nelson
------------------------

Title: Executive Director    
------------------------

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

DEN NORSKE BANK ASA, as a Lender

By: /s/ Nils Fykse
-------------------------------

Name:  Nils Fykse
------------------------

Title: First Vice President
------------------------

By: /s/ Hans Jorgen Ormar
-------------------------------

Name:  Hans Jorgen Ormar
------------------------

Title: Vice President
------------------------

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By: /s/ Jayne Seaford
-------------------------------

Name:  Jayne Seaford
------------------------

Title: Vice President
------------------------

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK
BRANCH, as a Lender

By: /s/ Lisa M. Walker
--------------------------
Name:   Lisa M. Walker          
--------------------
Title:  Associate Director       
--------------------

By: /s/ Barry S. Wadler
--------------------------
Name:   Barry S. Wadler
--------------------
Title:  Associate Director
--------------------

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as a
Lender

By: /s/ Spencer N. Smith
------------------------
Name:   Spencer N. Smith
-----------------
Title:  Vice President
-----------------

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE BANK OF NOVA SCOTIA, as a Lender

By: /s/ M. D. Smith
--------------------
Name:   M. D. Smith
------------------
Title:  Agent Operations
------------------

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE BANK OF NEW YORK, as a Lender

By:  /s/ Mark O'Connor
________________________________

Name:  Mark O'Connor
___________________________

Title: Vice President
___________________________

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

CREDIT SUISSE FIRST BOSTON, as a Lender

By: /s/ David L. Sawyer
________________________________

Name:  David L. Sawyer
_________________________

Title: Vice President
_________________________

By: /s/ William S. Lutkins
________________________________

Name:  William S. Lutkins
_________________________

Title: Vice President
_________________________

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

DANSKE BANK, as a Lender

By: /s/ John O'Neill
________________________________

Name:  John O'Neill
_________________________

Title: Assistant General Manager
_________________________

By: /s/ M. K. Crawford
________________________________

Name:  M. K. Crawford
_________________________

Title: Vice President
_________________________

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

WACHOVIA BANK, N.A., as a Lender

By: /s/ Debra L. Coheley
________________________________

Name:  Debra L. Coheley
_________________________

Title: Senior Vice President
_________________________

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE NORTHERN TRUST COMPANY, as a Lender

By  /s/ Nicole D. Boehm
----------------------------
Name:  Nicole D. Boehm
---------------------
Title: Second Vice President
--------------------- 

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE FUJI BANK, LIMITED, as a Lender

By  /s/ Peter L. Chinnici
----------------------------
Name:  Peter L. Chinnici
---------------------
Title: Senior Vice President
and Group Head
--------------------- 

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE DAI-ICHI KANGYO BANK, LTD., as a Lender

By  /s/ John S. Sneed, Jr.
----------------------------
Name:  John S. Sneed, Jr.
---------------------
Title: Senior Vice President
--------------------- 

Signature Page to Five-Year Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE INDUSTRIAL BANK OF JAPAN, LTD., as a Lender

By  /s/ Hideki Shirato
------------------------------------
Name:  Hideki Shirato
-----------------------------
Title: Deputy General Manager/S.V.P.
----------------------------- 

Signature Page to Five-Year Credit Agreement

EXHIBIT 4.4

FIRST AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT
---------------------------------------------

THIS AMENDMENT (herein so called) is entered into as of May 30, 2001, among
FMC CORPORATION, a Delaware corporation ("FMC"), FMC TECHNOLOGIES, INC., a
Delaware corporation ("Technologies"), the Lenders (herein so called) party to
the Credit Agreement (hereinafter defined) and BANK OF AMERICA, N.A., as
Administrative Agent (as defined in the Credit Agreement) for the Lenders and as
L/C Issuer (as defined in the Credit Agreement).

FMC, Technologies, the Lenders, the Administrative Agent and the L/C Issuer
are party to the Five-Year Credit Agreement dated as of April 26, 2001 (the
"Credit Agreement"), and have agreed, upon the following terms and conditions,
to amend the Credit Agreement in certain respects. Accordingly, for valuable and
acknowledged consideration, FMC, Technologies, the Lenders, the Administrative
Agent and the L/C Issuer agree as follows:

1. Terms and References. Unless otherwise stated in this Amendment, (a)
--------------------
terms defined in the Credit Agreement have the same meanings when used in this
Amendment and (b) references to "Sections," "Articles" and "Exhibits" are to the
Credit Agreement's sections, articles and exhibits.

2. Amendments. The Credit Agreement is amended as follows: 
----------

(a)  Section 2.04(c) is entirely amended as follows:

"(c) [Intentionally deleted]"

(b)  Section 4.01(a)(v) is entirely amended as follows:

"(v)  a certificate signed by a Principal Officer of
Technologies (A) certifying that the conditions specified in
Sections 4.03(a) and (b) have been satisfied, (B) certifying that
there has been no event or circumstance since December 31, 2000,
which has had or could be reasonably expected to have a Material
Adverse Effect, and (c) showing the Debt Ratings of FMC on the
Closing Date;"

(c)  A new Section 4.01(e) is added as follows:

"(e) The Assumption Date shall have occurred."

(d)  Section 4.02 is entirely amended as follows:

"4.02 Conditions to the Assumption. The Assumption shall
----------------------------
become effective on the date (the "Assumption Date") when, but
only when, the following conditions precedent have been
satisfied:

(a) The transfer of substantially all of the assets by
FMC to Technologies, and the assumption of the liabilities
of FMC by

Technologies, each as described in the Registration
Statement, shall have occurred.

(b) No Default or Event of Default shall exist or would
result from the Assumption.

(c) The representations and warranties of the Borrower
contained in Article V shall be true and correct in all
material respects on the Assumption Date after giving effect
to the Assumption, except to the extent that such
representations and warranties specifically refer to an
earlier date, in which case they shall have been true and
correct in all material respects as of such earlier date.

(d) The Administrative Agent shall have received each
of the following, in form and substance satisfactory to it:

(i) the Guaranty executed by FMC;

(ii) a certificate of a Principal Officer of
Technologies certifying that the conditions specified
in Sections 4.02(a), (b) and (c) have been satisfied;

(iii) executed copies of the Separation and
Distribution Agreement, the Tax Sharing Agreement, the
Transition Services Agreement (and any related
agreements requested by the Administrative Agent), and
a list of Subsidiaries of Technologies, each as
described in, and substantially in the form filed as
exhibits to, the Registration Statement and each having
terms and conditions reasonably acceptable to the
Administrative Agent;

(iv) evidence that the obligation of Technologies
to assume all of the obligations of FMC under the
Bridge Credit Agreement has been released and
discharged and that Technologies has no further
obligations or liabilities under the Bridge Credit
Agreement; and

(v) such other documents, instruments or materials
as the Administrative Agent or the Required Lenders may
reasonably request."

(e)  Section 4.04(e) is entirely amended as follows:

"(e) [Intentionally deleted]"

(f)  In Section 4.04(f), the reference to Section 4.02(e)(ix) is
amended to be a reference to Section 4.02(d)(iii).

2

(g)  In Section 4.04(g), the reference to Section 4.02(e)(vii) is
amended to be a reference to Section 4.02(d)(iii).

(h)  Section 6.06 is entirely amended as follows:

"6.06 [Intentionally deleted]"

(i)  The last sentence of Section 7.03 is deleted.

(j)  Exhibit C is entirely amended in the form of, and all references
in the Credit Agreement to Exhibit C are changed to, the attached Amended
Exhibit C.

(k)  Exhibit D is entirely amended in the form of, and all references
in the Credit Agreement to Exhibit D are changed to, the attached Amended
Exhibit D.

3.   Conditions Precedent. This Amendment shall not be effective until the
-------------------- 
Administrative Agent receives (a) counterparts of this Amendment executed by
FMC, Technologies, the Lenders, the Administrative Agent and the L/C Issuer and
(b) such other documents, instruments and certificates as the Administrative
Agent may reasonably request.

4.   Representations. FMC represents and warrants to the Lenders that as of
--------------- 
the date of this Amendment (a) the representations and warranties contained in
Article V are true and correct in all material respects except to the extent
that such representations and warranties refer to an earlier date, in which case
they were true and correct in all material respects as of such earlier date and
(b) no Default or Event of Default has occurred and is continuing.

5.   Effect of Amendment. This Amendment is a Loan Document. Except as
-------------------
expressly modified and amended by this Amendment, all of the terms, provisions
and conditions of the Loan Documents shall remain unchanged and in full force
and effect. The Loan Documents and any and all other documents heretofore, now
or hereafter executed and delivered pursuant to the terms of the Credit
Agreement are hereby amended so that any reference to the Credit Agreement shall
mean a reference to the Credit Agreement as amended hereby.

6.   Counterparts. This Amendment may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument.

7.   Governing Law. This Amendment shall be governed by and construed in
-------------
accordance with the laws of the State of New York.

[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.]

3

EXECUTED as of the date first stated above.

FMC CORPORATION

By  /s/ S. K. Kushner
--------------------------------
Name:  S. K. Kushner
-------------------------
Title: VP & Treasurer
------------------------- 

By  /s/ Joseph J. Meyer
--------------------------------
Name:  Joseph J. Meyer
-------------------------
Title: Manager Banking & 
Cash Management
------------------------- 

FMC TECHNOLOGIES, INC.

By  /s/ S. K. Kushner
--------------------------------
Name:  S. K. Kushner
-------------------------
Title: VP & Treasurer
------------------------- 

By  /s/ Steven H. Shapiro
--------------------------------
Name:  Steven H. Shapiro
-------------------------
Title: Secretary
------------------------- 

Signature Page to First Amendment to Five-year Credit Agreement

EXECUTED as of the date first stated above.

BANK OF AMERICA, N.A., as Administrative Agent

By   /s/ Michael J. Dillon 
--------------------------------       
Name:  Michael J. Dillon
-------------------------
Title: Managing Director
-------------------------

BANK OF AMERICA, N.A., as a Lender and L/C Issuer

By   /s/ Michael J. Dillon   
--------------------------------
Name:  Michael J. Dillon
-------------------------
Title: Managing Director
-------------------------

Signature Page to First Amendment to Five-year Credit

EXECUTED as of the date first stated above.

CITIBANK, N.A., as a Lender

By  /s/ Carolyn A. Sheridan
----------------------------
Name:  Carolyn A. Sheridan
---------------------
Title: Managing Director
---------------------

Signature Page to First Amendment to Five-year Credit Agreement

EXECUTED as of the date first stated above.

COOPERATIVE CENTRALE
RAIFFEINSEN-BOERENLEENBANK B.A.,  
"RABOBANK NEDERLAND" NEW YORK 
BRANCH, as a Lender

By  /s/ David W. Nelson
----------------------------
Name:  David W. Nelson
---------------------
Title: Executive Director
---------------------

By  /s/ Edward J. Peyser
----------------------------
Name:  Edward J. Peyser
---------------------
Title: Managing Director
---------------------

Signature Page to First Amendment to Five-year Credit Agreement

EXECUTED as of the date first stated above.

DEN NORSKE BANK ASA, as a Lender

By  /s/ Nils Fykse
----------------------------
Name:  Nils Fykse
---------------------
Title: First Vice President
--------------------- 

By  /s/ Hans Jorgen Ormar
----------------------------
Name:  Hans Jorgen Ormar
---------------------
Title: Vice President
--------------------- 

Signature Page to First Amendment to Five-year Credit Agreement

EXECUTED as of the date first stated above.

THE ROYAL BANK OF SCOTLAND PLC, as a 
Lender

By /s/ Jayne Seaford
--------------------------------
Name:  Jayne Seaford
-------------------------
Title: Vice President
-------------------------

Signature Page to First Amendment to Five-year Credit Agreement

EXECUTED as of the date first stated above.

WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH, as a 
Lender

By   /s/ Lisa Walker                    
----------------------
Name:    Lisa Walker                 
Title:   Associate Director 

By   /s/ Salvatore Battinelli
----------------------------
Name:    Salvatore Battinelli
Title:   Managing Director/Credit
Department 

Signature Page to First Amendment to Five-year Credit Agreement

EXECUTED as of the date first stated above.

WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION, as a Lender

By  /s/ Spencer Smith
-------------------------------
Name:  Spencer Smith
------------------------
Title: Vice President
------------------------

Signature Page to First Amendment to Five-year Credit Agreement

EXECUTED as of the date first stated above.

THE BANK OF NOVA SCOTIA, as a Lender

By  /s/ F.C.H. Ashby
---------------------------------
Name:   F.C.H. Ashby
Title:  Senior Manager Loan Operation 

Signature Page to First Amendment to Five-year Credit Agreement

EXECUTED as of the date first stated above.

THE BANK OF NEW YORK, as a Lender

By  /s/ Mark O'Connor
--------------------------------
Name:  Mark O'Connor
-------------------------
Title: Vice President
-------------------------

Signature Page to First Amendment to Five-year Credit Agreement

EXECUTED as of the date first stated above.

CREDIT SUISSE FIRST BOSTON, as a Lender

By  /s/ James P. Moran
------------------
Name:   James P. Moran
Title:  Director

By  /s/ Jay Chall
-------------
Name:   Jay Chall
Title:  Director

Signature Page to First Amendment to Five-Year Credit Agreement

EXECUTED as of the date first stated above.

DANSKE BANK, as a Lender

By  /s/ Peter L. Hargraves
----------------------------------
Name:  Peter L. Hargraves
---------------------------
Title: Vice President
---------------------------

By  /s/ John O'Neill
----------------------------------
Name:  John O'Neill
---------------------------
Title: Assistant General Manager
---------------------------

Signature Page to First Amendment to Five-Year Credit Agreement

EXECUTED as of the date first stated above.

WACHOVIA BANK, N.A., as a Lender

By  /s/ Debra L. Coheley
----------------------------------
Name:  Debra L. Coheley
---------------------------
Title: Senior Vice President
---------------------------

Signature Page to First Amendment to Five-Year Credit Agreement

EXECUTED as of the date first stated above.

THE NORTHERN TRUST COMPANY, as a Lender

By   /s/ Nicole D. Boehm
-----------------------------------
Name:  Nicole D. Boehm
----------------------------
Title: Second Vice President
----------------------------

Signature Page to First Amendment to Five-Year Credit Agreement

EXECUTED as of the date first stated above.

THE FUJI BANK, LIMITED, as a Lender

By  /s/ Peter L. Chinnici
----------------------------------
Name:  Peter L. Chinnici
---------------------------
Title: Senior Vice President
---------------------------

Signature Page to First Amendment to Five-Year Credit Agreement

EXECUTED as of the date first stated above.

THE DAI-ICHI KANGYO BANK, LTD., as a Lender

By  /s/ John S. Sneed, Jr.
----------------------------------
Name:  John S. Sneed, Jr.
---------------------------
Title: Senior Vice President
---------------------------

Signature Page to First Amendment to Five-Year Credit Agreement

EXECUTED as of the date first stated above.

THE INDUSTRIAL BANK OF JAPAN, LTD., as a Lender

By   /s/ Walter R. Wolff
------------------------------------------
Name:  Walter R. Wolff
-----------------------------------
Title: Joint General Manager & Group Head
-----------------------------------

Signature Page to First Amendment to Five-Year Credit Agreement

EXHIBIT 4.5

$150,000,000
364-DAY
CREDIT AGREEMENT

Among

FMC CORPORATION,

FMC TECHNOLOGIES, INC.,

BANK OF AMERICA, N.A.,
as Administrative Agent,

and
The Lenders Named Herein,
as Lenders

BANC OF AMERICA SECURITIES LLC
and
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Co-Book Managers

CITIBANK, N.A.,
as Syndication Agent

COOPERATIVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
as Documentation Agent

Dated as of April 26, 2001

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

Page
----

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS.................................................................      1
1.01         Defined Terms.........................................................................      1
1.02         Other Interpretive Provisions.........................................................     13
1.03         Accounting Terms......................................................................     13
1.04         Rounding..............................................................................     14
1.05         References to Agreements and Laws.....................................................     14

ARTICLE II. the COMMITMENTS and BORROWINGS..................................................................     14
2.01         Loans.................................................................................     14
2.02         Borrowings, Conversions and Continuations of Loans....................................     14
2.03         Extension of Maturity Date............................................................     15
2.04         Prepayments...........................................................................     17
2.05         Reduction or Termination of Commitments...............................................     17
2.06         Repayment of Loans....................................................................     17
2.07         Interest..............................................................................     17
2.08         Fees..................................................................................     18
2.09         Computation of Interest and Fees......................................................     18
2.10         Evidence of Debt......................................................................     19
2.11         Payments Generally....................................................................     19
2.12         Sharing of Payments...................................................................     20
2.13         Regulation D Compensation.............................................................     21

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY.........................................................     21
3.01         Taxes.................................................................................     21
3.02         Illegality............................................................................     23
3.03         Inability to Determine Rates..........................................................     23
3.04         Increased Cost and Reduced Return; Capital Adequacy...................................     24
3.05         Funding Losses........................................................................     24
3.06         Matters Applicable to all Requests for Compensation...................................     25
3.07         Survival..............................................................................     25

ARTICLE IV. CONDITIONS PRECEDENT TO BORROWINGS..............................................................     25
4.01         Conditions of Initial Borrowing.......................................................     25
4.02         Conditions to the Assumption..........................................................     26
4.03         Conditions to all Borrowings..........................................................     27
4.04         Guaranty Release Conditions...........................................................     28

ARTICLE V. REPRESENTATIONS AND WARRANTIES...................................................................     29
5.01         Corporate or Partnership Existence and Power..........................................     29
5.02         Corporate and Governmental Authorization; No Contravention............................     29
5.03         Binding Effect........................................................................     29
5.04         Financial Information.................................................................     29
5.05         Litigation............................................................................     30
5.06         Compliance with ERISA.................................................................     30
5.07         Environmental Matters.................................................................     30
5.08         Taxes.................................................................................     30
5.09         Full Disclosure.......................................................................     30

i

5.10         Compliance with Laws..................................................................     30
5.11         Regulated Status......................................................................     31

ARTICLE VI. AFFIRMATIVE COVENANTS...........................................................................     31
6.01         Information...........................................................................     31
6.02         Payment of Obligations................................................................     33
6.03         Maintenance of Property; Insurance....................................................     33
6.04         Inspection of Property, Books and Records.............................................     33
6.05         Maintenance of Existence, Rights, Etc.................................................     33
6.06         Bridge Credit Agreement...............................................................     33

ARTICLE VII. NEGATIVE COVENANTS.............................................................................     34
7.01         Liens.................................................................................     34
7.02         Consolidations, Mergers and Sales of Assets...........................................     35
7.03         Use of Proceeds.......................................................................     37
7.04         Compliance with Laws..................................................................     37
7.05         Restricted Subsidiary Debt............................................................     37
7.06         Restricted Payments...................................................................     37
7.07         Investments in Unrestricted Subsidiaries..............................................     38
7.08         Limitations on Upstreaming............................................................     38
7.09         Transactions with Affiliates..........................................................     38
7.10         Financial Covenants...................................................................     38

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES................................................................     39
8.01         Events of Default.....................................................................     39

ARTICLE IX. ADMINISTRATIVE AGENT............................................................................     40
9.01         Appointment and Authorization of Administrative Agent.................................     40
9.02         Delegation of Duties..................................................................     41
9.03         Liability of Administrative Agent.....................................................     41
9.04         Reliance by Administrative Agent......................................................     41
9.05         Notice of Default.....................................................................     42
9.06         Credit Decision; Disclosure of Information by Administrative Agent....................     42
9.07         Indemnification of Administrative Agent...............................................     43
9.08         Administrative Agent in its Individual Capacity.......................................     43
9.09         Successor Administrative Agent........................................................     43
9.10         Other Agents..........................................................................     44

ARTICLE X. MISCELLANEOUS....................................................................................     44
10.01        Amendments, Etc.......................................................................     44
10.02        Notices and Other Communications; Facsimile Copies....................................     45
10.03        No Waiver; Cumulative Remedies........................................................     46
10.04        Attorney Costs, Expenses and Taxes....................................................     46
10.05        Indemnification by the Borrower.......................................................     46
10.06        Payments Set Aside....................................................................     47
10.07        Successors and Assigns................................................................     47
10.08        Confidentiality.......................................................................     49
10.09        Set-off...............................................................................     50
10.10        Interest Rate Limitation..............................................................     50
10.11        Counterparts..........................................................................     50
10.12        Integration...........................................................................     50
10.13        Survival of Representations and Warranties............................................     50

ii

10.14        Severability..........................................................................     51
10.15        Removal and Replacement of Lenders....................................................     51
10.16        Governing Law.........................................................................     51
10.17        Waiver of Right to Trial by Jury......................................................     52
10.18        Time of the Essence...................................................................     52

iii

364-DAY CREDIT AGREEMENT
------------------------

THIS 364-DAY CREDIT AGREEMENT is entered into as of April 26, 2001, among
FMC CORPORATION, a Delaware corporation ("FMC"), FMC TECHNOLOGIES, INC., a
Delaware corporation ("Technologies"), each lender from time to time party
hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF
AMERICA, N.A., as Administrative Agent (defined below) and L/C Issuer (defined
below).

FMC has requested that the Lenders provide a revolving credit facility, and
the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall
-------------
have the meanings set forth below:

Adjusted Total Debt means, at any date, the Debt of the Borrower and its
Consolidated Restricted Subsidiaries, determined on a consolidated basis as of
such date.

Administrative Agent means Bank of America in its capacity as
administrative agent under the Loan Documents, or any successor administrative
agent.

Administrative Agent's Office means the Administrative Agent's address and,
as appropriate, account as set forth below its signature hereto, or such other
address or account as the Administrative Agent may from time to time notify to
the Borrower and the Lenders.

Administrative Questionnaire means, with respect to each Lender, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Lender.

Affiliate means, as to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with,
such Person.  A Person shall be deemed to be "controlled by" any other Person if
such other Person possesses, directly or indirectly, power (a) to vote 10% or
more of the securities (on a fully diluted basis) having ordinary voting power
for the election of directors or managing general partners or (b) to direct or
cause the direction of the management and policies of such Person whether by
contract or otherwise.

Agent-Related Persons means the Administrative Agent (including any
successor administrative agent), together with its Affiliates and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

Aggregate Commitments has the meaning specified in the definition of
"Commitment."

Agreement means this 364-Day Credit Agreement (as the same may hereafter be
amended, modified, supplemented or restated from time to time).

1

Applicable Rate means the following percentages per annum, based upon the
Debt Rating:

---------------------------------------------------------------------------------------------------------------
Applicable Rate
---------------------------------------------------------------------------------------------------------------
Pricing Level             Debt Ratings          Facility Fee       Eurodollar Rate    Utilization Fee
S&P/Moody's
---------------------------------------------------------------------------------------------------------------

1                    *BBB+/Baa1                  .100%              .525%              .125%
---------------------------------------------------------------------------------------------------------------
2                     BBB/Baa2                   .125%              .750%              .125%
---------------------------------------------------------------------------------------------------------------
3                     BBB-/Baa3                  .150%              .850%              .125%
---------------------------------------------------------------------------------------------------------------
4                     +BB+/Ba1                   .250%             1.000%              .125%
---------------------------------------------------------------------------------------------------------------

* means more than or equal too.
+ means less than

Debt Rating means, as of any date of determination, the rating as
determined by either S&P or Moody's (collectively, the "Debt Ratings") of
the Borrower's non-credit-enhanced, senior unsecured long-term debt;
provided that if a Debt Rating is issued by each of the foregoing rating
agencies, then the higher of such Debt Ratings shall apply (with Pricing
Level 1 being the highest and Pricing Level 4 being the lowest), unless
there is a split in Debt Ratings of more than one level, in which case the
average Debt Rating (or the higher of two intermediate Debt Ratings) shall
apply.  If neither of the foregoing rating agencies issues a Debt Rating,
Pricing Level 4 shall apply.

On the Closing Date, the Applicable Rate shall be determined based upon the Debt
Rating specified in the certificate delivered pursuant to Section 4.01(a)(v) and
shall become effective on the Closing Date.  Until the Guaranty Release Date,
the Applicable Rate shall be determined based upon the Debt Rating of FMC.  On
the Guaranty Release Date, the Applicable Rate shall be determined based upon
the Debt Rating specified in the certificate delivered pursuant to Section
4.04(f) and shall become effective on the Guaranty Release Date.  Each change in
the Applicable Rate resulting from a publicly announced change in the Debt
Rating shall be effective during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding the effective
date of the next such change.

Assignment and Acceptance means an assignment and acceptance substantially
in the form of Exhibit F.

Assumption means the assumption by Technologies of all of the obligations
of FMC under the Loan Documents pursuant to Section 10.07(a).

Assumption Date has the meaning specified in Section 4.02.

Attorney Costs means and includes all reasonable fees and disbursements of
any law firm or other external counsel and, without duplication, the allocated
cost of internal legal services and all disbursements of internal counsel.

Bank of America means Bank of America, N.A.

Base Rate means, for any day, a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate."  Such rate is a rate set by Bank of America based
upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, 

2

or below such announced rate. Any change in such rate announced by Bank of
America shall take effect at the opening of business on the day specified in the
public announcement of such change.

Base Rate Loan means a Loan that bears interest at the Base Rate.

Board means the Board of Governors of the Federal Reserve System of the
United States of America.

Borrower means (a) for the period from the date hereof to the Assumption,
FMC, and (b) for the period from and after the Assumption, Technologies, and
each of their respective successors and permitted assigns.

Bridge Credit Agreement means that certain 180-Day Credit Agreement dated
as of February 21, 2001, among FMC, Technologies, the lenders from time to time
party thereto and Citibank, N.A., as administrative agent.

Borrowing means a borrowing consisting of simultaneous Loans of the same
Type and having the same Interest Period made by each of the Lenders pursuant to
Section 2.01.

Business Day means any day other than a Saturday, Sunday, or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office is located and, if
such day relates to any Eurodollar Rate Loan, means any such day on which
dealings in Dollar deposits are conducted by and between banks in the London
interbank market.

Change of Control means an event or series of events by which:

(a) any Person or two or more Persons acting in concert (other than a
Plan or Plans) shall acquire beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended) of 20% or more of the outstanding shares
of voting stock of the Borrower;

(b) during any period of 12 consecutive months (or, in the case of
Technologies, such lesser period of time as shall have elapsed since the
date of the Technologies IPO), commencing before or after the date of this
Agreement (in the case of FMC) or commencing on the date of the
Technologies IPO (in the case of Technologies), individuals who at the
beginning of such 12 month (or lesser) period were directors of the
Borrower (together with any new directors whose election by the Borrower's
board of directors or whose nomination for election by the Borrower's
stockholders was approved by a vote of a majority of the directors then
still in office who either were directors at the beginning of such period
or whose election or nomination was previously so approved) cease for any
reason to constitute a majority of the board of directors of the Borrower;
or

(c) at any time prior to the Technologies IPO, Technologies shall
cease to be a wholly-owned Restricted Subsidiary of FMC.

Closing Date means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with this Agreement.

Code means the Internal Revenue Code of 1986.

3

Commitment means, as to each Lender, its obligation to make Loans to the
Borrower pursuant to Section 2.01 in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Lender's name
on Schedule 2.01, as such amount may be reduced or adjusted from time to time in
accordance with this Agreement (collectively, the "Aggregate Commitments").

Common Stock means all capital stock of an issuer except capital stock as
to which both the entitlement to dividends and the participation in assets upon
liquidation are by the terms of such capital stock limited to a fixed or
determinable amount.

Compensation Period has the meaning specified in Section 2.11(d)(ii).

Compliance Certificate means a certificate substantially in the form of
Exhibit E.

Consolidated Cash Flow means, for any period, Consolidated Net Income for
such period, plus (a) the aggregate pre-tax amounts deducted in determining such
Consolidated Net Income in respect of depreciation and amortization and other
similar non-cash charges (other than Non-Recurring Items), plus (b) the amount
of any increase (or minus the amount of any decrease) in the consolidated
deferred tax or general tax reserves of FMC and its Consolidated Restricted
Subsidiaries during such period, plus (c) Non-Recurring Items deducted in
determining Consolidated Net Income for such period, minus (d) cash outlays (net
of cash inflows) in such period with respect to Non-Recurring Items incurred
after September 30, 2000 (such cash outlays to be included in this calculation
only to the extent they cumulatively exceed $100,000,000 after September 30,
2000.)

Consolidated EBITDA means, for any period, Consolidated Net Income for such
period, plus, without duplication and to the extent included in determining
Consolidated Net Income for such period, the sum of (a) total income tax expense
of the Borrower and its Restricted Subsidiaries, (b) Consolidated Interest
Expense, (c) depreciation, depletion and amortization expense of the Borrower
and its Restricted Subsidiaries, (d) amortization of intangibles (including
goodwill) and organization costs of the Borrower and its Restricted Subsidiaries
and (e) any other non-cash charges, minus, to the extent included in determining
Consolidated Net Income for such period, any non-cash credits of the Borrower
and its Restricted Subsidiaries.  For purposes of Sections 4.04(f)(ii), 7.10(d)
and 7.10(e), Consolidated EBITDA shall be deemed to be $49,900,000 for the
fiscal quarter ended June 30, 2000, $39,800,000 for the fiscal quarter ended
September 30, 2000, $48,000,000 for the fiscal quarter ended December 31, 2000
and $24,000,000 for the fiscal quarter ended March 31, 2001.

Consolidated Interest Expense means, for any period with respect to the
Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis,
the sum of (a) all interest, premium payments, fees, charges and related
expenses for such period in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of
assets, plus (b) the portion of rent expense with respect to such period under
capital leases that is treated as interest, minus (c) interest income for such
period.  For purposes of Sections 4.04(f)(ii) and 7.10(e), Consolidated Interest
Expense shall be deemed to be $4,500,000 for each of the fiscal quarters ended
June 30, 2000, September 30, 2000, December 31, 2000 and March 31, 2001 and
$50,000 for each day from April1, 2001 to the Guaranty Release Date.

Consolidated Net Income means, for any period, the net income (or loss) of
FMC or Technologies, as the case may be, and its Consolidated Restricted
Subsidiaries for such period, excluding, without duplication, (i) extraordinary
items, (ii) the effect of cumulative changes in generally accepted accounting
principles and (iii) any income (or loss) of any Unrestricted Subsidiary during
such 

4

period except to the extent of dividends received during such period by FMC or
Technologies, as the case may be, or by a Consolidated Restricted Subsidiary.

Consolidated Restricted Subsidiary means, at any date, any Restricted
Subsidiary the accounts of which would be consolidated with those of FMC or
Technologies, as the case may be, in its consolidated financial statements as of
such date.

Consolidated Subsidiary means, at any date, any Subsidiary or other entity
the accounts of which would be consolidated with those of FMC or Technologies,
as the case may be, in its consolidated financial statements as of such date.

Consolidated Tangible Net Worth means, at any time, the consolidated
stockholders' equity of the Borrower and its Consolidated Restricted
Subsidiaries at such time, minus the consolidated Intangible Assets of the
Borrower and its Consolidated Restricted Subsidiaries at such time, excluding,
without duplication, the effects of (i) extraordinary items, (ii) cumulative
changes in generally accepted accounting principles and (iii) amounts included
in other comprehensive income under generally accepted accounting principles.
For purposes of this definition, "Intangible Assets" means the amount (to the
extent reflected in determining consolidated stockholders' equity) of all
unamortized debt discount and expense (to the extent, if any, recorded as an
unamortized deferred charge), unamortized deferred charges, goodwill, patents,
trademarks, service marks, trade names, copyrights and organization expenses.

Debt of any Person means, at any date, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments (other
than the non-negotiable notes of the Borrower issued to its insurance carriers
in lieu of maintenance of policy reserves in connection with its workers'
compensation and auto liability insurance program), (c) all obligations of such
Person to pay the deferred purchase price of property or services, except trade
accounts payable, expense accruals and deferred employee compensation items
arising in the ordinary course of business, (d) (i) if such date is prior to the
Guaranty Release Date, all non-contingent obligations (and, for purposes of
Section 7.01 and the definition of Material Financial Obligations, all
contingent obligations) of such Person to reimburse any Lender or other Person
in respect of amounts paid under a letter of credit or similar instrument, and
(ii) if such date is on or after the Guaranty Release Date, all obligations
(contingent or non-contingent) of such Person to reimburse any Lender or any
other Person in respect of amounts payable or paid under a financial standby
letter of credit or similar instrument, (e) all obligations of such Person as
lessee under capital leases, (f) all Debt of others secured by a Lien on any
asset of such Person, whether or not such Debt is assumed by such Person, and
(g) all Guaranty Obligations of such Person in respect of the Debt of any other
Person

Debt Rating has the meaning specified in the definition of "Applicable
Rate."

Debtor Relief Laws means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, fraudulent transfer or conveyance, or similar debtor relief Laws
of the United States of America or other applicable jurisdictions from time to
time in effect and affecting the rights of creditors generally.

Default means any event that, with the giving of any notice, the passage of
time, or both, would be an Event of Default.

5

Default Rate means an interest rate equal to (a) the Base Rate plus (b) 2%
per annum; provided that with respect to a Eurodollar Rate Loan, the Default
Rate shall be an interest rate equal to the interest rate (including the
Applicable Rate) otherwise applicable to such Eurodollar Rate Loan plus 2% per
annum, in each case to the fullest extent permitted by applicable Laws.

Derivatives Obligations of any Person means all obligations of such Person
in respect of any rate swap transaction, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or other
similar transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions.

Dollar and $ mean lawful money of the United States of America.

Eligible Assignee has the meaning specified in Section 10.07(h).

Enforceable Judgment means a judgment or order of a court or arbitral or
regulatory authority as to which the period, if any, during which the
enforcement of such judgment or order is stayed shall have expired.  A judgment
or order which is under appeal or as to which the time in which to perfect an
appeal has not expired shall not be deemed an Enforceable Judgment so long as
enforcement thereof is effectively stayed pending the outcome of such appeal or
the expiration of such period, as the case may be.

Environmental Laws means any and all federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into
the environment, including ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, petroleum
or petroleum products, chemicals or industrial, toxic or hazardous substances or
wastes or the clean-up or other remediation thereof.

Equity Issuance means the issue or sale of any stock of Technologies to any
Person other than Technologies or any Subsidiary of Technologies.

ERISA means the Employee Retirement Income Security Act of 1974.

ERISA Group means the Borrower, any Restricted Subsidiary and all members
of a controlled group of corporations and all trades or businesses (whether or
not incorporated) under common control which, together with the Borrower or any
Restricted Subsidiary, are treated as a single employer under Section 414 of the
Code.

Eurodollar Rate means, for any Interest Period with respect to any
Eurodollar Rate Loan:

(a) the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the page of the
Telerate screen that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first
day of such Interest Period) with a term equivalent to such Interest
Period, determined as of 

6

approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, or

(b) in the event the rate referenced in the preceding clause (a) does
not appear on such page or service or such page or service shall cease to
be available, the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate on such other page or other
service that displays an average British Bankers Association Interest
Settlement Rate for deposits in Dollars (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, or

(c) in the event the rates referenced in the preceding clauses (a) and
(b) are not available, the rate per annum determined by the Administrative
Agent as the rate of interest (rounded upward to the next 1/10,000th of 1%)
at which deposits in Dollars for delivery on the first day of such Interest
Period in same day funds in the approximate amount of the Eurodollar Rate
Loan being made, continued or converted by Bank of America and with a term
equivalent to such Interest Period would be offered by Bank of America's
London Branch to major banks in the London interbank market at their
request at approximately 11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period.

Eurodollar Rate Loan means a Loan that bears interest at a rate based on
the Eurodollar Rate.

Eurodollar Reserve Percentage means, with respect to any Lender for any day
during any Interest Period, the reserve percentage (expressed as a decimal,
rounded upward to the next 1/100th of 1%) in effect on such day under
regulations issued from time to time by the Board for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal
reserve requirement) applicable to such Lender with respect to Eurocurrency
funding (currently referred to as "Eurocurrency liabilities").

Event of Default means any of the events or circumstances specified in
Article VIII.

Facility Fee has the meaning specified in Section 2.08(a).

Federal Funds Rate means, for any day, the rate per annum (rounded upwards
to the nearest 1/100 of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to Bank of America on such day on such
transactions as determined by the Administrative Agent.

Fee Letter means that certain letter agreement dated March 28, 2001, among
FMC, Bank of America and Banc of America Securities LLC.

Five-Year Credit Agreement means the $250,000,000 Five-Year Credit
Agreement dated as of the date hereof, among FMC, FTI, the lenders party thereto
and Bank of America, as administrative agent.

7

FMC has the meaning specified in the introductory paragraph hereof.

Governmental Authority means any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

Guarantor means FMC from the date of its execution of the Guaranty until
the Guaranty Release Conditions are satisfied on the Guaranty Release Date.

Guaranty means a guaranty executed by the Guarantor in favor of the
Administrative Agent and the Lenders, substantially in the form of Exhibit G.

Guaranty Obligation means, as to any Person, (a) any obligation, contingent
or otherwise, of such Person guarantying or having the economic effect of
guarantying any Debt or other obligation payable or performable by another
Person (the "primary obligor") in any manner, whether directly or indirectly,
and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Debt or
other obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Debt or other obligation
of the payment or performance of such Debt or other obligation, (iii) to
maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Debt or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligees in respect of such Debt or
other obligation of the payment or performance thereof or to protect such
obligees against loss in respect thereof (in whole or in part), or (b) any Lien
on any assets of such Person securing any Debt or other obligation of any other
Person, whether or not such Debt or other obligation is assumed by such Person;
provided that the term "Guaranty Obligation" shall not include endorsements of
instruments for deposit or collection in the ordinary course of business.  The
amount of any Guaranty Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guaranty Obligation is made or, if not stated
or determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guarantying Person in good faith.

Guaranty Release Conditions has the meaning specified in Section 4.04.

Guaranty Release Date has the meaning specified in Section 4.04.

Indemnified Liabilities has the meaning specified in Section 10.05.

Indemnitees has the meaning specified in Section 10.05.

Interest Payment Date means, (a) as to any Eurodollar Rate Loan, the last
day of each Interest Period applicable to such Loan; provided that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the date that
falls three months after the beginning of such Interest Period shall also be an
Interest Payment Date; and (b) as to any Base Rate Loan, the last Business Day
of each March, June, September and December and the Maturity Date.

Interest Period means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date 7 or 14 days or one,
two, three or six months thereafter, as selected by the Borrower in its Loan
Notice; provided that:

8

(a) any Interest Period (other than a 7 or 14 day Interest Period)
that would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls
in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on
the last Business Day of the calendar month at the end of such Interest
Period;

(c) an Interest Period longer than one month shall not be available
prior to the Assumption Date; and

(d) no Interest Period shall extend beyond the scheduled Maturity
Date.

Investee has the meaning specified in the definition of Investment.

Investment means any investment by any Person (the "Investor") in any other
Person (the "Investee"), whether by means of share purchase, capital
contribution, loan, time deposit, incurrence of Guaranty Obligation or
otherwise.  It is understood that neither (a) an item reflected in the financial
statements of the Investor as an expense nor (b) an adjustment to the carrying
value of the Investee in the financial statements of the Investor (such as by
reason of increased retained earnings of the Investee) constitutes the making or
acquisition of an Investment for purposes hereof.

Investor has the meaning specified in the definition of Investment.

IRS means the United States Internal Revenue Service.

Laws means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

Lender has the meaning specified in the introductory paragraph hereof.

Lending Office means, as to any Lender, the office or offices of such
Lender described as such on the Administrative Questionnaire, or such other
office or offices as such Lender may from time to time notify the Borrower and
the Administrative Agent.

Lien means with respect to any asset, any mortgage, lien, pledge, security
interest or encumbrance of any kind in respect of such asset.  For the purpose
of this Agreement, the Borrower or any Subsidiary shall be deemed to own subject
to a Lien any asset that it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.

Loan has the meaning specified in Section 2.01.

9

Loan Documents means this Agreement, each Note, the Guaranty (prior to the
Guaranty Release Date), the Fee Letter and each Loan Notice.

Loan Notice means a notice of (a) a Borrowing, (b) a conversion of Loans
from one type to the other, or (c) a continuation of Loans as the same type,
pursuant to Section 2.02(a), which if in writing, shall be substantially in the
form of Exhibit A.

Material Adverse Effect means an effect (other than the Technologies IPO)
that results in or causes a material adverse effect (a) on the business,
financial condition or operations of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or (b) on the legality, validity or
enforceability of this Agreement, any Note, the Guaranty (prior to the Guaranty
Release Date) or the Fee Letter.

Material Financial Obligations means a principal or face amount of Debt
(other than Debt under this Agreement) and/or payment in respect of Derivatives
Obligations of the Borrower and/or one or more of its Subsidiaries or the
Guarantor, arising in one or more related or unrelated transactions, exceeding
in the aggregate (a) $50,000,000 prior to the Assumption Date and (b)
$25,000,000 from and after the Assumption Date.

Material Plan means any Plan or Plans having aggregate Unfunded Liabilities
in excess of (a) $50,000,000 prior to the Assumption Date and (b) $25,000,000
from and after the Assumption Date.

Material Subsidiary means any Restricted Subsidiary in which the Borrower
has an Investment, direct or indirect, of at least (a) $15,000,000 prior to the
Assumption Date and (b) $5,000,000 from and after the Assumption Date.

Maturity Date means (a) subject to extension pursuant to Section 2.03, the
364/th/ day after the date of this Agreement or (b) such earlier date upon which
the Commitments may be terminated in accordance with the terms hereof.

Maximum Rate has the meaning specified in Section 10.10.

Moody's means Moody's Investors Service, Inc.

Multiemployer Plan means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

Net Cash Proceeds means proceeds received by Technologies in cash or cash
equivalents from any Equity Issuance, net of brokers' and advisors' fees and
other costs incurred in connection with such transaction; provided that evidence
of such costs as described in the Registration Statement shall be in form and
substance satisfactory to the Administrative Agent.

Non-Recurring Items means, to the extent reflected in the determination of
Consolidated Net Income for any period, provisions for restructuring,
discontinued operations, special reserves or other similar charges including
write-downs or write-offs of assets (other than write-downs resulting from
foreign currency translations).

10

Note means a promissory note made by the Borrower in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit B.

Obligations means all advances to, and debts, liabilities, obligations,
covenants and duties of, the Borrower arising under any Loan Document, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest that accrues after the commencement by or against the
Borrower of any proceeding under any Debtor Relief Laws naming the Borrower as
the debtor in such proceeding.

Other Taxes has the meaning specified in Section 3.01(b).

Outstanding Amount means, with respect to Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of Loans occurring on such date.

Participant has the meaning specified in Section 10.07(d).

PBGC means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

Person means any individual, trustee, corporation, general partnership,
limited partnership, limited liability company, joint stock company, trust,
unincorporated organization, bank, business association, firm, joint venture or
Governmental Authority.

Plan means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code and either (a) is
maintained, or contributed to, by any member of the ERISA Group for employees of
any member of the ERISA Group or (b) has at any time within the preceding five
years been maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such time a
member of the ERISA Group.

Principal Officer means, with respect to each of FMC and Technologies, any
of the following officers of such Person: Chairman of the Board, President,
Secretary, Treasurer, or any Vice President.  If any of the titles of the
preceding officers are changed after the date hereof, the term "Principal
Officer" shall thereafter mean any officer performing substantially the same
functions as are currently performed by one or more of the officers listed in
the first sentence of this definition.

Pro Rata Share means, with respect to each Lender, the percentage (carried
out to the tenth decimal place) of the Aggregate Commitments set forth opposite
the name of such Lender on Schedule 2.01, as such share may be adjusted as
contemplated herein.

Qualification means, with respect to any certificate covering financial
statements, a qualification to such certificate (such as a "subject to" or
"except for" statement therein) (a) resulting from a limitation on the scope of
examination of such financial statements or the underlying data, (b) as to the
capability of the Person whose financial statements are certified to continue
operations as a going concern or (c) which could be eliminated by changes in
financial statements or notes thereto covered by such certificate (such as by
the creation of or increase in a reserve or a decrease in the carrying value of
assets) and which if so eliminated by the making of any such change and after
giving effect thereto would occasion a Default; provided that neither of the
following shall constitute a Qualification: (i) a consistency exception relating
to a change in accounting principles with which the independent public
accountants for the Person whose 

11

financial statements are being certified have concurred or (ii) a qualification
relating to the outcome or disposition of threatened litigation, pending
litigation being contested in good faith, pending or threatened claims or other
contingencies, the impact of which litigation, claims or contingencies cannot be
determined with sufficient certainty to permit quantification in such financial
statements.

Register has the meaning specified in Section 10.07(c).

Registration Statement means Technologies' Form S-1 filed with the
Securities and Exchange Commission, as amended and in effect from time to time.

Required Lenders means, as of any date of determination, Lenders whose
Voting Percentages aggregate 66-2/3% or more.

Restricted Payment means any dividend or other distribution (whether in
cash, securities or other property) with respect to any capital stock of the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such capital stock or of any option, warrant or other right to acquire any
such capital stock.

Restricted Subsidiary means any Subsidiary other than an Unrestricted
Subsidiary.

S&P means Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc.

Subsidiary means any corporation or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by the Borrower.

Surviving Contingent Obligations means contingent obligations arising under
provisions of this Agreement that by their terms survive the termination hereof.

Taxes has the meaning specified in Section 3.01.

Technologies has the meaning specified in the introductory paragraph
hereof.

Technologies IPO means the consummation of an initial public offering of
the Common Stock of Technologies.

364-Day Credit Agreement means the $150,000,000 364-Day Credit Agreement
dated as of the date hereof, among FMC, Technologies, the lenders party thereto
and Bank of America, as administrative agent.

Type means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.

Unfunded Liabilities means, with respect to any Plan at any time, the
amount (if any) by which (a) the present value of all benefits under such Plan
exceeds (b) the fair market value of all Plan assets allocable to such benefits
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

12

Unrestricted Subsidiary means (a) prior to the Guaranty Release Date (i)
FMC Funding Corporation and Astaris L.L.C. and (ii) any other Subsidiary of FMC
which is declared to be an Unrestricted Subsidiary by FMC by notice to the
Lenders; provided that the sum of all (A) Investments of FMC and its Restricted
Subsidiaries in any Subsidiary included in clause (a)(i) above and (B)
Investments of FMC and its Restricted Subsidiaries in Unrestricted Subsidiaries
so declared under clause (a)(ii) above shall not aggregate more than
$200,000,000, and (b) from and after the Guaranty Release Date, any Subsidiary
of Technologies that is declared to be an Unrestricted Subsidiary by
Technologies.

Utilization Fee has the meaning specified in Section 2.08(b).

Voting Percentage means, as to any Lender, (a) at any time when the
Commitments are in effect, such Lender's Pro Rata Share and (b) at any time
after the termination of the Commitments, the percentage (carried out to the
tenth decimal place) which (i) the Outstanding Amount of such Lender's Loans
then constitutes of (ii) the Outstanding Amount of all Loans.

1.02 Other Interpretive Provisions.
----------------------------- 

(a)  The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.

(b)  (i)   The words "herein" and "hereunder" and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and
not to any particular provision thereof.

(ii)  Unless otherwise specified herein, Article, Section, Exhibit and
Schedule references are to this Agreement.

(iii) The term "including" is by way of example and not limitation.

(iv)  The term "documents" includes any and all instruments,
documents, agreements, certificates, notices, reports, financial statements
and other writings, however evidenced.

(c)  In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including;" the words "to" and
"until" each mean "to but excluding;" and the word "through" means "to and
including."

(d)  Section headings herein and the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.

(e)  Provisions or portions of provisions of the Loan Documents that are
expressly stated to be applicable prior to the Assumption Date, the Technologies
IPO or the Guaranty Release Date, as the case may be, shall have no
applicability from and after the Assumption Date, the Technologies IPO or the
Guaranty Release Date, as the case may be.

1.03 Accounting Terms. Unless otherwise specified herein, all accounting
----------------
terms used herein shall be interpreted, all accounting determinations hereunder
shall be made, and all financial statements required to be delivered hereunder
shall be prepared, in accordance with United States generally accepted
accounting principles as in effect from time to time applied on a basis
consistent (except for changes concurred in by the Borrower's independent public
accountants) with the most recent audited 

13

consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Lenders; provided that, if the Borrower notifies
the Administrative Agent that the Borrower wishes to amend any covenant in
Article VII to eliminate the effect of any change in generally accepted
accounting principles on the operation of such covenant (or if the
Administrative Agent notifies the Borrower that the Required Lenders wish to
amend Article VII for such purpose), then the Borrower's compliance with such
covenant shall be determined on the basis of generally accepted accounting
principles in effect immediately before the relevant change in generally
accepted accounting principles became effective, unless or until either such
notice is withdrawn or such covenant is amended in a manner satisfactory to the
Borrower and the Required Lenders. The Administrative Agent shall promptly
notify the Lenders of any notice received from the Borrower pursuant to this
Section 1.03.

1.04  Rounding. Any financial ratios required to be maintained by the
--------
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

1.05  References to Agreements and Laws. Unless otherwise expressly
---------------------------------
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

ARTICLE II.
THE COMMITMENTS AND BORROWINGS

2.01  Loans. Subject to the terms and conditions set forth herein, each
-----
Lender severally agrees to make loans (each such loan, a "Loan") to the Borrower
from time to time on any Business Day during the period from the Closing Date to
the Maturity Date, in an aggregate amount not to exceed at any time outstanding
the amount of such Lender's Commitment; provided that after giving effect to any
Borrowing, (a) the aggregate Outstanding Amount of all Loans shall not exceed
the Aggregate Commitments and (b) the aggregate Outstanding Amount of the Loans
of any Lender shall not exceed such Lender's Commitment. Within the limits of
each Lender's Commitment, and subject to the other terms and conditions hereof,
the Borrower may borrow under this Section 2.01, prepay under Section 2.04 and
reborrow under this Section 2.01. Loans may be Base Rate Loans or Eurodollar
Rate Loans, as further provided herein.

2.02  Borrowings, Conversions and Continuations of Loans.
-------------------------------------------------- 

(a)   Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Loans as the same Type shall be made upon the
Borrower's irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Administrative Agent not
later than 11:00 a.m., New York time, (i) three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurodollar
Rate Loans, and (ii) on the requested date of any Borrowing of or conversion to
Base Rate Loans.  Each such telephonic notice must be confirmed promptly by
delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Principal Officer of the Borrower.  Each Borrowing of,

14

conversion to or continuation of Eurodollar Rate Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice
(whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Borrowing, a conversion of Loans from one Type to the other, or a
continuation of Eurodollar Rate Loans for a new Interest Period, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Loans to be
borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to
which existing Loans are to be converted, and (v) if applicable, the duration of
the Interest Period with respect thereto.  If the Borrower fails to specify a
Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made
or continued as, or converted to, Base Rate Loans.  Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Rate
Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation
of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one
month.

(b)   Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of its Pro Rata Share of the applicable Borrowing,
and if no timely notice of a conversion or continuation is provided by the
Borrower, the Administrative Agent shall notify each Lender of the details of
any automatic conversion to Base Rate Loans described in Section 2.02(a).  In
the case of a Borrowing, each Lender shall make the amount of its Loan available
to the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m., New York time, on the Business Day
specified in the applicable Loan Notice.  Upon satisfaction of the applicable
conditions set forth in Section 4.03 (and, if such Borrowing is the initial
Borrowing, Section 4.01 and, if such Borrowing is made on the Assumption Date,
Section 4.02), the Administrative Agent shall make all funds so received
available to the Borrower in like funds as received by the Administrative Agent
either by (i) crediting the account of the Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in
each case in accordance with instructions provided to the Administrative Agent
by the Borrower.

(c)   During the existence of a Default or Event of Default, no Loans may
be requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.

(d)   The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Eurodollar Rate Loan upon
determination of such interest rate.  The determination of the Eurodollar Rate
by the Administrative Agent shall be conclusive in the absence of manifest
error.  The Administrative Agent shall notify the Borrower and the Lenders of
any change in Bank of America's prime rate used in determining the Base Rate
promptly following the public announcement of such change.

(e)   After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be at any one time more than five Interest Periods in effect with
respect to Loans.

2.03  Extension of Maturity Date.
-------------------------- 

(a)   Not earlier than 60 days or later than 30 days prior to the Maturity
Date then in effect, the Borrower may, upon written notice to the Administrative
Agent (which shall promptly notify the Lenders), request an extension of the
Maturity Date then in effect (the "Extension Request").  Within 20 days of
delivery of such notice but not earlier than 30 days prior to the Maturity Date
then in effect, each 

15

Lender shall notify the Administrative Agent by written notice whether or not it
consents to such extension. Any Lender not responding within such time period
shall be deemed to have not consented to such extension. The Administrative
Agent shall promptly notify the Borrower of the Lenders' responses and the
aggregate amount of the Commitments (the "Rejected Amount") of the Lenders (the
"Rejecting Lenders") that have declined or been deemed to have declined to
consent to the Extension Request. If the Maturity Date is extended as provided
in Section 2.03(b), the Borrower shall cause each Rejecting Lender to be removed
and/or replaced as a Lender no later than the Maturity Date then in effect
pursuant to Section 10.15.

(b)  The Maturity Date then in effect shall be extended only if Lenders
(the "Accepting Lenders") holding more than 50% of the Aggregate Commitments
(the amount of which shall be calculated prior to giving effect to any removals
or replacements of the Rejecting Lenders) have consented thereto and the stated
maturity date under the Five-Year Credit Agreement is not less than 364 days
after the Maturity Date then in effect. If so extended, the Maturity Date then
in effect shall be extended to a date 364 days from the Maturity Date then in
effect, effective as of the Maturity Date then in effect (the "Extension
Effective Date"). The Administrative Agent shall promptly confirm in writing to
the Lenders and the Borrower such extension and the Extension Effective Date. As
a condition precedent to such extension, the Borrower shall deliver to the
Administrative Agent a certificate dated as of the Extension Effective Date (in
sufficient copies for each Accepting the Lender) signed by a Principal Officer
of the Borrower (i) certifying and attaching the resolutions adopted by the
Borrower approving or consenting to such extension and (ii) certifying that,
before and after giving effect to such extension, no Default or Event of Default
exists. The Administrative Agent shall distribute an amended Schedule 2.01
(which shall be deemed incorporated into this Agreement) to reflect any changes
in the Lenders and their Commitments.

(c)  If the Maturity Date then in effect is extended pursuant to Section
2.03(b), the Borrower shall have the right, in consultation with and through the
Administrative Agent, either prior to or within 60 days following the Extension
Effective Date, to request one or more of the Accepting Lenders to increase
their respective Commitments by an aggregate amount not to exceed the Rejected
Amount.  Each Accepting Lender shall have the right, but not the obligation, to
offer to increase its Commitment by an amount up to the amount requested by the
Borrower, which offer shall be made by notice from such Accepting Lender to the
Administrative Agent not later than ten days after such Accepting Lender is
notified of such request by the Administrative Agent, specifying the amount of
the offered increase in such Accepting Lender's Commitment.  If the aggregate
amount of the offered increases in the Commitments of all Accepting Lenders does
not equal the Rejected Amount, then the Borrower shall have the right, prior to
or within 60 days following the Extension Effective Date, to add one or more
Eligible Assignees as Lenders (the "Purchasing Lenders") to replace such
Rejecting Lenders, which Purchasing Lenders shall have aggregate Commitments not
greater than the Rejected Amount less any increases in the Commitments of the
Accepting Lenders.

(d)  In the event the Maturity Date then in effect is not extended pursuant
to Section 2.03(b), the Borrower may, upon written notice to the Administrative
Agent (which shall promptly notify the Lenders) not later than 10 days prior to
the Maturity Date then in effect, elect to convert the outstanding principal
amount of the Loans on the Maturity Date then in effect to a term loan, which
term loan shall be payable on or before the first anniversary of the Maturity
Date then in effect (but in any event not later than the stated maturity date
then in effect under the Five-Year Credit Agreement.  From and after such
conversion, such term loan shall continue to be a Loan for purposes of this
Agreement, except that such term loan shall not be a revolving credit and, if
prepaid, may not be reborrowed.

(e)  This Section 2.03 shall supercede any provisions in Section 10.01 to
the contrary.

16

2.04  Prepayments.
-----------

(a)   The Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Loans in whole or in part without
premium or penalty; provided that (i) such notice must be received by the
Administrative Agent not later than 11:00 a.m., New York time, (A) three
Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B)
on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar
Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall
be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof, provided that Base Rate Loans borrowed pursuant to Section 2.03(c)(i)
may be prepaid in full in an amount equal to the amount so borrowed. Each such
notice shall specify the date and amount of such prepayment and the Type(s) of
Loans to be prepaid. The Administrative Agent will promptly notify each Lender
of its receipt of each such notice, and of such Lender's Pro Rata Share of such
prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest thereon, together with any
additional amounts required pursuant to Section 3.05. Each such prepayment shall
be applied to the Loans of the Lenders in accordance with their respective Pro
Rata Shares.

(b)   If for any reason the Outstanding Amount of all Loans at any time
exceeds the Aggregate Commitments then in effect, the Borrower shall immediately
prepay Loans in an aggregate amount equal to such excess.

(c)   Upon the receipt, on or before the seventh day after the Technologies
IPO, by Technologies of Net Cash that are not applied to repay or prepay loans
outstanding made under the Bridge Credit Agreement or under the Five-Year Credit
Agreement, the Borrower shall immediately prepay the Loans in an amount equal to
100% of such Net Cash Proceeds.

(d)   If the Technologies IPO does not occur on or before August 20, 2001,
the Borrower shall immediately prepay the Loans and other Obligations, and the
Aggregate Commitments shall immediately terminate without further action by the
Administrative Agent or any Lender.

2.05  Reduction or Termination of Commitments. The Borrower may, upon
---------------------------------------
notice to the Administrative Agent, terminate the Aggregate Commitments, or
permanently reduce the Aggregate Commitments to an amount not less than the then
Outstanding Amount of all Loans; provided that (i) any such notice shall be
received by the Administrative Agent not later than 11:00 a.m., three Business
Days prior to the date of termination or reduction, and (ii) any such partial
reduction shall be in an aggregate amount of $10,000,000 or any whole multiple
of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify
the Lenders of any such notice of reduction or termination of the Aggregate
Commitments. Once reduced in accordance with this Section, the Aggregate
Commitments may not be increased. Any reduction of the Aggregate Commitments
shall be applied to the Commitment of each Lender according to its Pro Rata
Share.

2.06  Repayment of Loans. Subject to Section 2.03(d), on the Maturity Date,
------------------
the Borrower shall repay to the Lenders the aggregate principal amount of Loans
outstanding on such date.

2.07  Interest.
-------- 

(a)   Subject to the provisions of Section 2.7(b), (i) each Eurodollar Rate
Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to 

17

the Eurodollar Rate for such Interest Period plus the Applicable Rate and (ii)
each Base Rate Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate.

(b)   Upon the request of the Administrative Agent (made with the consent
or at the direction of the Required Lenders) at any time an Event of Default
exists, the Borrower shall pay interest on the principal amount of all
outstanding Obligations (which shall include past-due interest and fees to the
fullest extent permitted by applicable Law) at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Law. Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.

(c)   Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

2.08  Fees. (a)  Facility Fee. The Borrower shall pay to the Administrative
----       ------------
Agent for the account of each Lender in accordance with its Pro Rata Share, a
Facility Fee (herein so called) equal to the amount set forth in the definition
of Applicable Rate times the actual daily amount of the Aggregate Commitments,
regardless of usage. The Facility Fee shall accrue at all times from the Closing
Date until the Maturity Date and shall be due and payable quarterly in arrears
on the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the Closing Date, and on the Maturity
Date. The Facility Fee shall be calculated quarterly in arrears, and if there is
any change in the Applicable Rate during any quarter, the actual daily amount
shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect. The Facility
Fee shall accrue at all times, including at any time during which one or more of
the conditions in Article IV is not met.

(b)   Utilization Fee.  The Borrower shall pay to the Administrative Agent
---------------                                                     
for the account of each Lender in accordance with its Pro Rata Share, a
Utilization Fee (herein so called) equal to the amount set forth in the
definition of Applicable Rate times the actual daily Outstanding Amount of Loans
for each day that such Outstanding Amount exceeds 33% of the Aggregate
Commitments.  The Utilization Fee shall be due and payable quarterly in arrears
on the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the Closing Date, and on the Maturity
Date.  The Utilization Fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect.  The
Utilization Fee shall accrue at all times, including at any time during which
one or more of the conditions in Article IV is not met.

(c)   Other Fees. The Borrower shall pay the other fees set forth in the
----------
Fee Letter in the amounts and at the times set forth therein.

2.09  Computation of Interest and Fees. Interest on Base Rate Loans (if
--------------------------------
determined under clause (b) of the definition of Base Rate) shall be calculated
on the basis of a year of 365 or 366 days, as the case may be, and the actual
number of days elapsed. All other types of interest and all fees shall be
calculated on the basis of a year of 360 days and the actual number of days
elapsed, which results in a higher yield to the payee thereof than a method
based on a year of 365 or 366 days. Interest shall accrue on each Loan for the
day on which the Loan is made, and shall not accrue on a Loan, or any portion

18

thereof, for the day on which the Loan or such portion is paid, provided that
any Loan that is repaid on the same day on which it is made shall bear interest
for one day.

2.10  Evidence of Debt. The Loans made by each Lender shall be evidenced by
----------------
one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be rebuttable
presumptive evidence of the amount of the Loans made by the Lenders to the
Borrower and the interest and payments thereon. Any failure so to record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the Loans. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of such Lender shall control. Upon the
request of any Lender made through the Administrative Agent, such Lender's Loans
may be evidenced by a Note in addition to such accounts or records. Each Lender
may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of the applicable Loans and payments with
respect thereto.

2.11  Payments Generally.
------------------

(a)   All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 12:00 noon,
New York time, on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 12:00 noon, New York time, shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.

(b)   If any payment to be made by the Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business
Day (unless such Business Day falls in another calendar month in which case such
payment shall be made on the next preceding Business Day), and such extension of
time shall be reflected in computing interest or fees, as the case may be.

(c)   If, at any time prior to the Obligations being accelerated or
otherwise becoming due and payable in full, insufficient funds are received by
and available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
----- 
toward repayment of principal then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and then due to
such parties, (ii) second, toward repayment of interest and fees then due
------                                                
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (iii) third, toward
-----        
costs and expenses (including Attorney Costs and amounts payable under Article
III) incurred by the Administrative Agent and each Lender.  If. at any time
after the Obligations are accelerated or otherwise become due and payable in
full, funds are received by and available to the Administrative Agent to pay the
Obligations, such funds shall be applied (i) first, toward costs and expenses
-----                           
(including Attorney Costs and amounts payable under Article III) incurred by the
Administrative Agent and each Lender, (ii) second, toward repayment of interest
------                              
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(iii) third, toward repayment of principal then due hereunder, ratably among the
-----                                                                     
parties entitled thereto in accordance with the amounts of principal then due to
such parties.

19

(d)   Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

(i)  if the Borrower failed to make such payment, each Lender shall
forthwith on demand repay to the Administrative Agent the portion of such
assumed payment that was made available to such Lender in immediately
available funds, together with interest thereon in respect of each day from
and including the date such amount was made available by the Administrative
Agent to such Lender to the date such amount is repaid to the
Administrative Agent in immediately available funds, at the Federal Funds
Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such Lender shall
forthwith on demand pay to the Administrative Agent the amount thereof in
immediately available funds, together with interest thereon for the period
from the date such amount was made available by the Administrative Agent to
the Borrower to the date such amount is recovered by the Administrative
Agent (the "Compensation Period") at a rate per annum equal to the Federal
Funds Rate from time to time in effect. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's
Loan, included in the applicable Borrowing.  If such Lender does not pay
such amount forthwith upon the Administrative Agent's demand therefor, the
Administrative Agent may make a demand therefor upon the Borrower, and the
Borrower shall pay such amount to the Administrative Agent, together with
interest thereon for the Compensation Period at a rate per annum equal to
the rate of interest applicable to the applicable Borrowing.  Nothing
herein shall be deemed to relieve any Lender from its obligation to fulfill
its Commitment or to prejudice any rights which the Administrative Agent or
the Borrower may have against any Lender as a result of any default by such
Lender hereunder.

A notice of the Administrative Agent to any Lender with respect to any
amount owing under this Section 2.11(d) shall be conclusive, absent manifest
error.

(e)   If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and the conditions to the applicable Borrowing set forth in
Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

(f)   The obligations of the Lenders hereunder to make Loans are several
and not joint. The failure of any Lender to make any Loan on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Loan.

(g)   Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

2.12  Sharing of Payments. If, other than as expressly provided elsewhere
-------------------
herein, any Lender shall obtain on account of the Loans made by it any payment
(whether voluntary, involuntary, through 

20

the exercise of any right of set-off, or otherwise) in excess of its ratable
share (or other share contemplated hereunder) thereof, such Lender shall
immediately (a) notify the Administrative Agent of such fact, and (b) purchase
from the other Lenders such participations in the Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment in respect
of such Loan pro rata with each of them; provided that if all or any portion of
such excess payment is thereafter recovered from the purchasing Lender, such
purchase shall to that extent be rescinded and each other Lender shall repay to
the purchasing Lender the purchase price paid therefor, together with an amount
equal to such paying Lender's ratable share (according to the proportion of (i)
the amount of such paying Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off, but subject to Section 10.09) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each
case notify the Lenders following any such purchases or repayments. Each Lender
that purchases a participation pursuant to this Section shall from and after
such purchase have the right to give all notices, requests, demands, directions
and other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

2.13  Regulation D Compensation. Each Lender may require the Borrower to
-------------------------
pay, contemporaneously with each payment of interest on the Eurodollar Rate
Loans, additional interest on the related Eurodollar Rate Loan of such Lender at
a rate per annum determined by such Lender up to but not exceeding the excess of
(i) (A) the applicable Eurodollar Rate divided by (B) one minus the Eurodollar
Reserve Percentage over (ii) the applicable Eurodollar Rate. Any Lender wishing
to require payment of such additional interest (x) shall so notify the Borrower
and the Administrative Agent, in which case such additional interest on the
Eurodollar Rate Loans of such Lender shall be payable to such Lender at the
place indicated in such notice with respect to each Interest Period commencing
at least three Business Days after such Lender gives such notice and (y) shall
notify the Borrower at least five Business Days before each date on which
interest is payable on the Eurodollar Rate Loans of the amount then due under
this Section 2.13.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01  Taxes.
----- 

(a)   Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "Taxes").  If the Borrower shall be
required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to the Administrative Agent or any Lender, (i) the sum
payable shall be increased as necessary 

21

so that after making all required deductions (including deductions applicable to
additional sums payable under this Section), the Administrative Agent and such
Lender receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable Laws, and (iv) within 30 days
after the date of such payment, the Borrower shall furnish to the Administrative
Agent (which shall forward the same to such Lender) the original or a certified
copy of a receipt evidencing payment thereof.

(b) In addition, the Borrower agrees to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

(c) If the Borrower shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies is
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed.

(d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority.  Payment under this Section
3.01(d) shall be made within 30 days after the date the Lender or the
Administrative Agent makes a demand therefor.

(e) Each Lender organized under the Laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Lender listed on the signature pages hereof and on
or prior to the date on which it becomes a Lender in the case of each other
Lender, and from time to time thereafter if requested in writing by the Borrower
or the Administrative Agent (but only so long as such Lender remains lawfully
able to do so), shall provide the Borrower and the Administrative Agent with (i)
if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the
Code, IRS Form W-8BEN or W-8ECI, as appropriate, or any successor form
prescribed by the IRS, certifying that such Lender is entitled to benefits under
an income tax treaty to which the United States is a party which exempts
withholding tax on (or, in the case of a form delivered subsequent to the date
on which a form originally was provided, reduces the rate of withholding tax on)
payments of interest or certifying that the income receivable pursuant to this
Agreement is effectively connected with the conduct of a trade or business in
the United States, or (ii) if such Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and intends to claim an exemption from United
States withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest," a Form W-8, or any successor or other
applicable form prescribed by the IRS, and a certificate representing that such
Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-
percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of
the Borrower, and is not a controlled foreign corporation related to the
Borrower (within the meaning of Section 864(d)(4) of the Code).  Each Lender
which so delivers a Form W-8, W-8BEN, or W-8ECI further undertakes to deliver to
the Borrower and the Administrative Agent additional forms (or a successor form)
on or before the 

22

date such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form so delivered by it, in each case
certifying that such Lender is entitled to receive payments from the Borrower
under any Loan Document without deduction or withholding (or at a reduced rate
of deduction or withholding) of any United States federal income taxes, unless
an event (including without limitation any change in treaty, law, or regulation)
has occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form with respect to it and
such Lender advises the Borrower and the Administrative Agent that it is not
capable of receiving such payments without any deduction or withholding of
United States federal income tax.

(f)   Failure to Provide Withholding Forms; Changes in Tax Laws.  For any
---------------------------------------------------------          
period with respect to which a Lender has failed to provide the Borrower and the
Administrative Agent with the appropriate form pursuant to Section 3.01(e)
(unless such failure is due to a change in Law occurring subsequent to the date
on which a form originally was required to be provided), such Lender shall not
be entitled to indemnification under Section 3.01(a) or 3.01(b) with respect to
Taxes imposed by the United States; provided, however, that should a Lender,
which is otherwise exempt from or subject to a reduced rate of withholding tax,
become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrower shall take such steps as such Lender shall reasonably
request to assist such Lender to recover such Taxes.

(g)   Change in Applicable Lending Office.  If the Borrower is required to
-----------------------------------                                 
pay additional amounts to or for the account of any Lender pursuant to this
Section 3.01, then such Lender will agree to use reasonable efforts to change
the jurisdiction of its Lending Office so as to eliminate or reduce any such
additional payment which may thereafter accrue if such change, in the reasonable
judgment of such Lender, is not otherwise materially disadvantageous to such
Lender.

3.02  Illegality. If any Lender determines that any Law has made it
----------
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or materially restricts the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the applicable offshore
Dollar market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
(but not to make, maintain or fund Base Rate Loans) shall be suspended until
such Lender notifies the Administrative Agent and the Borrower that the
circumstances giving rise to such determination no longer exist. Upon receipt of
such notice, the Borrower shall, upon demand from such Lender (with a copy to
the Administrative Agent), convert all Eurodollar Rate Loans of such Lender to
Base Rate Loans, either on the last day of the Interest Period thereof, if such
Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day,
or on such earlier date after which such Lender may not lawfully continue to
maintain such Eurodollar Rate Loans. Upon any such conversion, the Borrower
shall also pay accrued interest on the amount so converted. Each Lender agrees
to designate a different Lending Office if such designation will avoid the need
for such notice and will not, in the good faith judgment of such Lender,
otherwise be materially disadvantageous to such Lender.

3.03  Inability to Determine Rates. If the Administrative Agent determines
----------------------------
in connection with any request for a Eurodollar Rate Loan or a conversion to or
continuation thereof that (a) Dollar deposits are not being offered to banks in
the applicable offshore Dollar market for the applicable amount and Interest
Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not
exist for determining the Eurodollar Base Rate for such Eurodollar Rate Loan or
(c) the Eurodollar Base Rate for such Eurodollar Rate Loan does not adequately
and fairly reflect the cost to the Lenders of funding such 

23

Eurodollar Rate Loan, the Administrative Agent will promptly notify the Borrower
and all Lenders. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

3.04  Increased Cost and Reduced Return; Capital Adequacy.
--------------------------------------------------- 

(a)   If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans or a reduction in
the amount received or receivable by such Lender in connection with any of the
foregoing (excluding for purposes of this Section 3.04(a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements contemplated by Section 2.13), then from time to time upon demand
of such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such increased cost or reduction.

(b)   If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy) by an
amount such Lender deems material, then from time to time upon demand of such
Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to such Lender such additional amounts as will compensate such Lender
for such reduction.

3.05  Funding Losses. Upon demand of any Lender (with a copy to the
--------------
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of :

(a)   any continuation, conversion, payment or prepayment of any Eurodollar
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);

(b)   any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any
Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or

(c)   any assignment of a Eurodollar Rate Loan on a day other than the last
day of the Interest Period therefor as a result of a request by the Borrower
pursuant to Section 10.15;

including any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained, but excluding any Applicable Rate.

24

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Base Rate used in determining the
Eurodollar Rate for such Loan by a matching deposit or other borrowing in the
applicable offshore Dollar interbank market for a comparable amount and for a
comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.

3.06  Matters Applicable to all Requests for Compensation.
--------------------------------------------------- 

(a)   The applicable Lender shall notify the Administrative Agent and the
Borrower as soon as practicable (and in any event within 120 days) after such
Lender obtains actual knowledge of any event or condition which will entitle
such Lender to compensation under Section 3.01 or 3.04, and the Borrower shall
not be liable for any such amount that accrues between the date such
notification is required to be given to the Borrower and the date such notice is
actually given to the Borrower.

(b)   A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth in reasonable detail the
basis for and calculation of the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error.  In determining
such amount, the Administrative Agent or such Lender may use any reasonable
averaging and attribution methods.

(c)   Upon any Lender making a claim for compensation under Section 3.01 or
3.04 or notifying the Borrower that such Lender may not make or maintain
Eurodollar Rate Loans pursuant to Section 3.02, the Borrower may remove or
replace such Lender in accordance with Section 10.15.

3.07  Survival. All of the Borrower's obligations under this Article III
--------
shall survive termination of the Commitments and payment in full of all the
Obligations.

ARTICLE IV.
CONDITIONS PRECEDENT TO BORROWINGS

4.01  Conditions of Initial Borrowing. The obligation of each Lender to
-------------------------------
make its initial Loan hereunder is subject to satisfaction of the following
conditions precedent:

(a)   The Administrative Agent's receipt of the following, each of which
shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Principal Officer of the
applicable party, each dated the Closing Date (or, in the case of certificates
of governmental officials, a recent date before the Closing Date) and each in
form and substance satisfactory to the Administrative Agent and its legal
counsel:

(i)   executed counterparts of this Agreement, sufficient in number
for distribution to the Administrative Agent, each Lender and the Borrower;

(ii)  a Note executed by the Borrower in favor of each Lender
requesting a Note, each in a principal amount equal to such Lender's
Commitment;

(iii) such certificates of resolutions or other action, incumbency
certificates and/or other certificates of Principal Officers of FMC and
Technologies as the Administrative Agent may request to establish the
identities of and verify the authority and capacity of each Principal

25

Officer thereof authorized to act as a Principal Officer in connection with
this Agreement and the other Loan Documents to which FMC or Technologies is
a party;

(iv)   such evidence as the Administrative Agent may reasonably
request to verify that each of FMC and Technologies is duly incorporated,
validly existing and in good standing in its jurisdiction of incorporation,
including certified copies of the certificate of incorporation and bylaws
of each of FMC and Technologies and certificates of good standing for each
of FMC and Technologies in its jurisdiction of incorporation;

(v)    a certificate signed by a Principal Officer of FMC (A)
certifying that the conditions specified in Sections 4.03(a) and (b) have
been satisfied, (B) certifying that there has been no event or circumstance
since December 31, 2000, which has had or could be reasonably expected to
have a Material Adverse Effect, and (c) showing the Debt Ratings of FMC on
the Closing Date;

(vi)   an opinion of Steven H. Shapiro, Associate General Counsel of
FMC, substantially in the form of Exhibit C;

(vii)  an opinion of Mayer, Brown & Platt, counsel to FMC and
Technologies, substantially in the form of Exhibit D; and

(viii) such other assurances, certificates, documents, consents or
opinions as the Administrative Agent or the Required Lenders reasonably may
require.

(b)   Any fees required to be paid on or before the Closing Date pursuant
to the Fee Letter shall have been paid.

(c)   Unless waived by the Administrative Agent, the Borrower shall have
paid all Attorney Costs of the Administrative Agent to the extent invoiced prior
to or on the Closing Date, plus such additional amounts of Attorney Costs as
shall constitute its reasonable estimate of Attorney Costs incurred or to be
incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent).

(d)   No event or circumstance shall have occurred since December 31, 2000
that has had or could reasonably be expected to have a Material Adverse Effect.

4.02  Conditions to the Assumption. The Assumption shall become effective
----------------------------
on the date (the "Assumption Date") when, but only when, the following
conditions precedent have been satisfied:

(a)   The transfer of substantially all of the assets by FMC to
Technologies, and the assumption of the liabilities of FMC by Technologies, each
as described in the Registration Statement, shall have occurred.

(b)   FMC shall have assigned to Technologies, and Technologies shall have
assumed, all of the obligations of FMC under the Bridge Credit Agreement.

(c)   No Default or Event of Default shall exist or would result from the
Assumption.

(d)   The representations and warranties of the Borrower contained in
Article V shall be true and correct in all material respects on the Assumption
Date after giving effect to the Assumption, except

26

to the extent that such representation and warranties specifically refer to an
earlier date, in which case they shall have been true and correct in all
material respects as of such earlier date.

(e)   The Administrative Agent shall have received each of the following,
in form and substance satisfactory to it:

(i)    a Note executed by Technologies in favor of each Lender
requesting a Note, each in a principal amount equal to such Lender's
Commitment, which Note shall be in substitution and replacement of the
Note, if any, executed by FMC in favor of such Lender pursuant to Section
4.01(a)(2);

(ii)   the Guaranty executed by FMC;

(iii)  a certificate of the Secretary or an Assistant Secretary of
Technologies or FMC, as the case may be, certifying any changes in the
certificate of incorporation or bylaws of Technologies or FMC, as the case
may be, delivered pursuant to Section 4.01(a)(iv);

(iv)   bring-down certificates of Governmental Authorities attesting
to the existence and good standing of each of Technologies and FMC in its
jurisdiction of incorporation;

(v)    an opinion of Steven H. Shapiro, counsel to Technologies,
addressing such matters as the Administrative Agent may reasonably request;

(vi)   an opinion of Mayer, Brown & Platt, counsel to FMC, addressing
such matters as the Administrative Agent may reasonably request;

(vii)  all documents (including an incumbency certificate and
certification by the Secretary or Assistant Secretary of each of
Technologies and FMC of board resolutions) it may reasonably request
relating to the existence of Technologies or FMC, as the case may be, the
corporate authority for and the validity of the Loan Documents, and any
other matter relevant hereto;

(viii) a certificate of a Principal Officer of Technologies
certifying that the conditions specified in Sections 4.02(a), (b), (c) and
(d) have been satisfied;

(ix)   executed copies of the Separation and Distribution Agreement,
the U.S. Purchase Agreement, the International Purchase Agreement, the Tax
Sharing Agreement, and the Transition Services Agreement (and any related
agreements requested by the Administrative Agent), and a list of
Subsidiaries of Technologies, each as described in, and substantially in
the form filed as exhibits to, the Registration Statement and each having
terms and conditions reasonably acceptable to the Administrative Agent; and

(x)    such other documents, instruments or materials as the
Administrative Agent or the Required Lenders may reasonably request.

4.03  Conditions to all Borrowings. The obligation of each Lender to make
----------------------------
any Loan is subject to satisfaction of the following conditions precedent:

(a)   The representations and warranties of the Borrower contained in
Article V shall be true and correct in all material respects on and as of the
date of such Borrowing, except to the extent that such 

27

representations and warranties specifically refer to an earlier date, in which
case they shall have been true and correct in all material respects as of such
earlier date, except that the representations and warranties set forth in
Sections 5.04(b) and 5.05 shall be required to be true and correct in all
material respects only on the date of the initial Borrowing and on the
Assumption Date after giving effect to the Assumption.

(b)   No Default or Event of Default shall exist or would result from such
proposed Borrowing.

(c)   The Administrative Agent shall have received a Loan Notice in
accordance with the requirements hereof.

(d)   The Administrative Agent shall have received, in form and substance
satisfactory to it, such other assurances, certificates, documents or consents
related to the foregoing as the Administrative Agent or the Required Lenders may
reasonably request.

Each Loan Notice submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.03(a)
and (b) have been satisfied on and as of the date of the applicable Borrowing.

4.04  Guaranty Release Conditions. The Guaranty shall be released and
---------------------------
discharged, without any action by the Administrative Agent or any Lender, on the
date (the "Guaranty Release Date") when, but only when, the following conditions
precedent (the "Guaranty Release Conditions") have been satisfied:

(a)   The Technologies IPO shall have been consummated.

(b)   The capitalization of Technologies shall be as set forth in the
amendment to the Registration Statement filed with the Securities and Exchange
Commission on April 4, 2001, with such changes to such capitalization as may be
acceptable to the Administrative Agent in its sole discretion.

(c)   The Debt Ratings of Technologies shall be at least BBB- by S&P and at
least Baa3 by Moody's.

(d)   No Default or Event of Default shall exist or would result from the
release of the Guaranty.

(e)   All obligations owing under the Bridge Credit Agreement shall have
been paid in full and all commitments thereunder shall have been terminated.

(f)   FMC shall have paid to Technologies any adjustment or "true-up" of
the "Final Calculation Amount" in accordance with Schedule 2.6(b) of the
Separation and Distribution Agreement described in Section 4.02(e)(ix).

(g)   Technologies shall have delivered to the Administrative Agent a
certificate of a Principal Officer (i) certifying that the conditions set forth
in Sections 4.04(a), (b), (c), (d) and (e) have been satisfied, (ii) showing pro
forma compliance, assuming that the Assumption Date was April 1, 2000 and after
giving effect to the satisfaction of the Guaranty Release Conditions, with the
covenants set forth in Sections 7.06(c), 7.10(c), 7.10(d) and 7.10(e), and
stating pro forma compliance with the covenants set forth in Sections
7.01(b)(vii), 7.05(c) and 7.07, in each case as of March 31, 2001, (iii) showing
the Debt Ratings of Technologies on the Guaranty Release Date, and (iv)
certifying the accuracy and 

28

completeness, in all material respects (but subject to adjustments as set forth
in the Separation and Distribution Agreement described in Section 4.02(e)(vii)),
of an attached pro forma consolidated balance sheet and income statement of
Technologies and its Consolidated Subsidiaries as of and for the four fiscal
quarter period ended March 31, 2001, assuming that the Assumption Date was April
1, 2000 and after giving effect to the satisfaction of the Guaranty Release
Conditions.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the
Lenders that:

5.01  Corporate or Partnership Existence and Power. The Borrower and each
--------------------------------------------
Material Subsidiary (a) is a corporation or partnership duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, (b) has all corporate or partnership powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business and (c) is duly qualified as a foreign corporation or
partnership and in good standing in each jurisdiction where qualification is
required by the nature of its business or the character and location of its
property, business or customers, except, as to clauses (b) and (c), where the
failure so to qualify or to have such licenses, authorizations, consents and
approvals, in the aggregate, would not have a Material Adverse Effect.

5.02  Corporate and Governmental Authorization; No Contravention. The
---------------------------------------------------------- 
execution, delivery and performance by the Borrower of this Agreement and the
Notes (and by FMC of the Guaranty) are within the Borrower's (and FMC's, in the
case of the Guaranty) corporate power, have been duly authorized by all
necessary corporate action, require no action by or in respect of, or filing
with, any Governmental Authority and do not contravene, or constitute a default
under, any provision of applicable Law or of the certificate of incorporation or
bylaws of the Borrower or FMC or of any agreement, judgment, injunction, order,
decree or other instrument binding upon the Borrower or FMC or result in or
require the creation or imposition of any Lien on any asset of the Borrower or
FMC or any Subsidiary.

5.03  Binding Effect. This Agreement constitutes a legal, valid and binding
-------------- 
agreement of the Borrower and the Notes and the Guaranty, when executed and
delivered in accordance with this Agreement, will constitute the legal, valid
and binding obligations of the Borrower (and FMC, in the case of the Guaranty),
in each case enforceable in accordance with their respective terms, except as
such enforceability may be limited by Debtor Relief Laws.

5.04  Financial Information. 
--------------------- 

(a)   The consolidated balance sheet of FMC and its Consolidated
Subsidiaries as of December 31, 2000, and the related consolidated statements of
income, cash flows and changes in stockholders' equity for the fiscal year then
ended, reported on by KPMG LLP and set forth in FMC's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, filed with the Securities and
Exchange Commission, a copy of which has been delivered to each of the Lenders,
fairly present in all material respects, in conformity with generally accepted
accounting principles, the consolidated financial position of FMC and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations, cash flows and changes in stockholders' equity for such fiscal year.

(b)   There has been no change since December 31, 2000 which has a Material
Adverse Effect.

29

5.05  Litigation. There is no action, suit, proceeding or arbitration
---------- 
pending against, or to the knowledge of the Borrower threatened against or
affecting, the Borrower or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable likelihood of an adverse decision which would have a Material Adverse
Effect or which in any manner questions the validity or enforceability of this
Agreement, the Notes or the Guaranty.

5.06  Compliance with ERISA. Each member of the ERISA Group has fulfilled
--------------------- 
its obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan and is in compliance in all material respects with the
presently applicable provisions of ERISA and the Code with respect to each Plan.
No member of the ERISA Group has (a) sought a waiver of the minimum funding
standard under Section 412 of the Code in respect of any Plan, (b) failed to
make any contribution or payment to any Plan or Multiemployer Plan or made any
amendment to any Plan which in either case has resulted or could result in the
imposition of a Lien or the posting of a bond or other security under ERISA or
the Code or (c) incurred any liability under Title IV of ERISA other than a
liability to the PBGC for premiums under Section 4007 of ERISA.

5.07  Environmental Matters. In the ordinary course of its business, the
--------------------- 
Borrower conducts an ongoing review of the effect of Environmental Laws on the
business, operations and properties of the Borrower and its Subsidiaries, in the
course of which it identifies and evaluates associated liabilities and costs
(including any capital or operating expenditures required for clean-up or
closure of properties presently or previously owned, any capital or operating
expenditures required to achieve or maintain compliance with environmental
protection standards imposed by law or as a condition of any license, permit or
contract, any related constraints on operating activities, including any
periodic or permanent shutdown of any facility or reduction in the level of or
change in the nature of operations conducted thereat and any actual or potential
liabilities to third parties, including employees, and any related costs and
expenses). On the basis of this review, the Borrower has reasonably concluded
that Environmental Laws are unlikely to have a Material Adverse Effect.

5.08  Taxes. United States Federal income tax returns of FMC and its
----- 
Subsidiaries have been examined and closed through the fiscal year ended
December 31, 1992. The Borrower and each Subsidiary have filed all United States
Federal income tax returns and all other material tax returns that are required
to be filed by them and have paid all taxes due pursuant to such returns or
pursuant to any assessment received by any of them, except for any such taxes
being diligently contested in good faith and by appropriate proceedings.
Adequate reserves have been provided on the books of the Borrower and its
Subsidiaries in respect of all taxes or other governmental charges in accordance
with generally accepted accounting principles, and no tax liabilities in excess
of the amount so provided are anticipated that could reasonably be expected to
have a Material Adverse Effect.

5.09  Full Disclosure. All information (other than financial projections)
--------------- 
heretofore furnished by the Borrower to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement or any transaction
contemplated hereby (including the Technologies IPO) was, and all such
information hereafter furnished by the Borrower to the Administrative Agent or
any Lender will be, true and accurate in every material respect, and all
financial projections concerning the Borrower and its Subsidiaries that have
been or hereafter will be furnished by the Borrower to the Administrative Agent
or any Lender have been and will be prepared in good faith based on assumptions
believed by the Borrower to be reasonable.

5.10  Compliance with Laws. The Borrower and each Material Subsidiary are
-------------------- 
in compliance with all applicable Laws other than such Laws (a) the validity or
applicability of which the Borrower or

30

such Material Subsidiary is contesting in good faith or (b) failure to comply
with which cannot reasonably be expected to have a Material Adverse Effect.

5.11  Regulated Status. The Borrower is not an "investment company," within
---------------- 
the meaning of the Investment Company Act of 1940, or a "holding company" or a
"subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935.

ARTICLE VI.
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, or any Loan or
other Obligations (other than Surviving Contingent Obligations) shall remain
unpaid or unsatisfied:

6.01  Information. The Borrower will deliver to the Administrative Agent
----------- 
and each of the Lenders:

(a)   within 90 days after the end of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such fiscal year and the related consolidated statements of
income, of cash flows and of changes in stockholders' equity for such fiscal
year, setting forth in each case in comparative form the figures as of the end
of and for the previous fiscal year, all in reasonable detail and reported on
without Qualification by KPMG LLP or other independent public accountants of
nationally recognized standing;

(b)   within 45 days after the end of each of the first three quarters of
each fiscal year of the Borrower, a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such quarter, and the related
consolidated statements of income for such quarter and for the portion of the
Borrower's fiscal year ended at the end of such quarter and the related
consolidated statement of cash flows for the portion of the Borrower's fiscal
year ended at the end of such quarter, setting forth in each case in comparative
form the consolidated balance sheet as of the end of the previous fiscal year
and the consolidated statements of income for the corresponding quarter and the
corresponding portion of the Borrower's previous fiscal year, all certified
(subject to normal year-end adjustments) as to fairness of presentation and
consistency by the chief financial officer, the treasurer or the chief
accounting officer of the Borrower;

(c)   simultaneously with the delivery of each set of financial statements
referred to in Sections 6.01(a) and (b), a Compliance Certificate of the chief
financial officer, the treasurer, or the chief accounting officer of the
Borrower (i) setting forth in reasonable detail such calculations as are
required to establish whether the Borrower was in compliance with the
requirements of Sections 7.06(c) and 7.10 and stating whether the Borrower was
in compliance with the requirements of Sections 7.01(a)(viii), 7.01(b)(vii),
7.05(c) and 7.07, as applicable to the Borrower, on the date of such financial
statements and (ii) stating whether there exists on the date of such certificate
any Default or Event of Default and, if any Default or Event of Default then
exists, setting forth the details thereof and the action that the Borrower is
taking or proposes to take with respect thereto;

(d)   simultaneously with the delivery of each set of financial statements
referred to in Sections 6.01(a) and (b), a schedule, certified as to its
accuracy and completeness by the chief financial officer, the treasurer or the
chief accounting officer of the Borrower, listing in reasonable detail the Debt
balance of each Restricted Subsidiary where such Debt balance is in excess of
$1,000,000, listing only Debt instruments of $1,000,000 or more; provided that
no such schedule need be furnished if at the date 

31

of the related financial statements (i) the aggregate amount of Debt of domestic
Restricted Subsidiaries did not exceed (A) $100,000,000 prior to the Assumption
Date or (B) $50,000,000 from and after the Assumption Date and (ii) the
aggregate amount of Debt of all Restricted Subsidiaries did not exceed (C)
$200,000,000 prior to the Assumption Date or (D) $100,000,000 from and after the
Assumption Date;

(e) within five Business Days after any officer of the Borrower obtains
knowledge of any Default or Event of Default, if such Default or Event of
Default is then continuing, a certificate of the chief financial officer, the
treasurer or the chief accounting officer of the Borrower setting forth the
details thereof and the action that the Borrower is taking or proposes to take
with respect thereto;

(f) promptly upon the mailing thereof to the shareholders of the Borrower
generally, copies of all financial statements, reports and proxy statements so
mailed;

(g) promptly upon the filing thereof, copies of all registration statements
(other than the exhibits thereto and any registration statements on Form S-8 or
its equivalent), annual, quarterly or monthly reports and any reports on Form 8-
K (or any successor form) that the Borrower or any Subsidiary shall have filed
with the Securities and Exchange Commission;

(h) within 14 days after any member of the ERISA Group (i) gives or is
required to give notice to the PBGC of any "reportable event" (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA which liability exceeds $1,000,000
or notice that any Multiemployer Plan is in reorganization, is insolvent or has
been terminated, a copy of such notice; (iii) receives notice from the PBGC
under Title IV of ERISA of an intent to terminate, impose liability (other than
for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to
administer, any Plan, a copy of such notice; (iv) applies for a waiver of the
minimum funding standard under Section 412 of the Code, a copy of such
application; (v) gives notice of intent to terminate any Plan under Section
4041(c) of ERISA, a copy of such notice and other information filed with the
PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of
ERISA, a copy of such notice; or (vii) fails to make any payment or contribution
to any Plan or Multiemployer Plan or makes any amendment to any Plan which in
either case has resulted or could result in the imposition of a Lien or the
posting of a bond or other security, a certificate of the chief financial
officer, the chief accounting officer or the treasurer of the Borrower setting
forth details as to such occurrence and the action, if any, which the Borrower
or applicable member of the ERISA Group is required or proposes to take with
respect thereto;

(i) as soon as practicable after a Principal Officer of the Borrower
obtains knowledge of the commencement of an action, suit or proceeding against
the Borrower or any Subsidiary before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable likelihood
of an adverse decision which would have a Material Adverse Effect or which in
any manner questions the validity or enforceability of this Agreement or any of
the transactions contemplated hereby, information as to the nature of such
pending or threatened action, suit or proceeding; and

(j) from time to time such additional information regarding the business,
properties, financial position, results of operations, or prospects of the
Borrower or any Subsidiary as the Administrative Agent, at the request of any
Lender, may reasonably request.

32

6.02  Payment of Obligations. Borrower will pay and discharge, and will
---------------------- 
cause each of its Subsidiaries to pay and discharge, at or before maturity, all
their respective material obligations and liabilities and all lawful taxes,
assessments and governmental charges or levies upon it or its property or
assets, except where the same may be diligently contested in good faith by
appropriate proceedings or where the failure to so pay and discharge would not
have a Material Adverse Effect, and will maintain, and will cause each of its
Subsidiaries to maintain, in accordance with United States generally accepted
accounting principles as in effect from time to time, appropriate reserves for
the accrual of any of the same.

6.03  Maintenance of Property; Insurance.
---------------------------------- 

(a)   The Borrower will keep, and will cause each Restricted Subsidiary to
keep, all material property useful and necessary in its business in good working
order and condition, normal wear and tear excepted.

(b)   The Borrower will, and will cause each of its Material Subsidiaries
to, maintain (either in the name of the Borrower or in such Material
Subsidiary's own name) with financially sound and responsible insurance
companies, insurance on all their respective properties in at least such amounts
and against at least such risks (and with such risk retention) as are usually
maintained in the same general area by companies of established repute engaged
in the same or a similar business; and will furnish to the Lenders, upon request
from the Administrative Agent, information presented in reasonable detail as to
the insurance so carried.

6.04  Inspection of Property, Books and Records. The Borrower will keep,
----------------------------------------- 
and will cause each of its Subsidiaries to keep, proper books of record and
account in which full, true and correct entries shall be made of all dealings
and transactions in relation to its business and activities. Subject to Section
10.08, the Borrower will permit, and will cause each of its Subsidiaries to
permit, representatives of any Lender to visit and inspect any of their
respective properties, to examine their respective corporate, financial and
operating records and make copies thereof or abstracts therefrom, and to discuss
their respective affairs, finances and accounts with their respective directors,
officers, employees and independent public accountants (provided that the
Borrower shall have the right to participate in any discussions with such
accountants), all at such reasonable times and as often as may reasonably be
desired, upon reasonable advance notice to the Borrower.

6.05  Maintenance of Existence, Rights, Etc.
------------------------------------- 

(a)   The Borrower will preserve, renew and keep in full force and effect,
and will cause each of its Restricted Subsidiaries to preserve, renew and keep
in full force and effect their respective corporate or partnership existence and
their respective rights, privileges and franchises necessary or desirable in the
normal conduct of business, except when failure to do so would not have a
Material Adverse Effect; provided that nothing in this Section 6.05 shall
prohibit (i) a transaction permitted under Section 7.02 or (ii) the termination
of the corporate or partnership existence of any Restricted Subsidiary if the
Borrower in good faith determines that such termination is in the best interest
of the Borrower and would not have a Material Adverse Effect.

(b)   At no time will any Unrestricted Subsidiary hold, directly or
indirectly, any capital stock of any Restricted Subsidiary.

6.06  Bridge Credit Agreement. The Borrower will terminate and repay in
----------------------- 
full all obligations owing under the Bridge Credit Agreement within seven days
after the Technologies IPO.

33

ARTICLE VII.
NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, or any Loan or
other Obligations (other than Surviving Contingent Obligations) shall remain
unpaid or unsatisfied:

7.01  Liens.
----- 

(a)   Prior to the Guaranty Release Date, FMC will not, and will not permit
any Restricted Subsidiary to, create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it, except:

(i)    Liens existing on the date hereof, securing Debt outstanding
on the date hereof;

(ii)   Liens incidental to the conduct of its business or the
ownership of its assets which (A) arise in the ordinary course of business,
(B) do not secure Debt and (C) do not in the aggregate materially detract
from the value of its assets or materially impair the use thereof in the
operation of its business;

(iii)  Liens on property or assets of any Person existing at the time
such Person becomes a Restricted Subsidiary;

(iv)   Liens on any property or assets existing at the time of
acquisition thereof (including acquisition through merger or consolidation)
to secure the payment of all or any part of the purchase price or
construction cost thereof or to secure any Debt incurred prior to, at the
time of or within 120 days after the later of the acquisition of such
property or assets or the completion of any such construction and the
commencement of operation of such property or assets, for the purpose of
financing all or any part of the purchase price or construction cost
thereof;

(v)    Liens in favor of a Governmental Authority to secure payments
under any contract or statute, or to secure any Debt incurred in financing
the acquisition, construction or improvement of property subject thereto,
including Liens on, and created or arising in connection with the financing
of the acquisition, construction or improvement of, any facility used or to
be used in the business of FMC or any Restricted Subsidiary through the
issuance of obligations, the income from which shall be excludable from
gross income by virtue of Section 103 of the Code (or any subsequently
adopted provisions thereof providing for a specific exclusion from gross
income);

(vi)   Liens on assets of Restricted Subsidiaries securing Debt owing
to FMC;

(vii)  any extension, renewal, substitution, or replacement (or
successive extensions, renewals, substitutions or replacements), as a whole
or in part, of any Lien referred to in clauses (i) through (vi) above or
the Debt secured thereby; provided that (1) such extension, renewal,
substitution or replacement Lien shall be limited to all or any part of the
same property or assets or shares of stock or Debt that secured the Lien
extended, renewed, substituted or replaced (plus improvements on such
property) and (2) the Debt secured by such Lien at such time is not
increased; and

34

(viii) other Liens securing Debt in an aggregate principal amount at
any time outstanding not to exceed $150,000,000 at any time; provided that,
notwithstanding the foregoing, the Borrower will not, and will not permit
any Restricted Subsidiary to, create, assume or suffer to exist any Lien
permitted solely by this clause (viii) on any stock, indebtedness or other
security of any Unrestricted Subsidiary now owned or hereafter acquired by
it.

(b)   From and after the Guaranty Release Date, the Borrower will not, and
will not permit any Restricted Subsidiary to, create, assume or suffer to exist
any Lien on any asset now owned or hereafter acquired by it, except:

(i)    Liens existing on the date hereof and described on Schedule
7.01, securing Debt outstanding on the date hereof;

(ii)   Liens incidental to the conduct of its business or the
ownership of its assets which (A) arise in the ordinary course of business,
(B) do not secure Debt and (C) do not in the aggregate materially detract
from the value of its assets or materially impair the use thereof in the
operation of its business;

(iii)  Liens in favor of the Borrower or any other Restricted
Subsidiary;

(iv)   Liens on any property or assets existing at the time of, or
incurred within 120 days after, the acquisition thereof (by purchase,
merger or otherwise), securing Debt incurred to pay the purchase price or
construction cost thereof, so long as such Liens do not and are not
extended to cover any other property or assets;

(v)    Liens in favor of a Governmental Authority to secure payments
under any contract or statute, or to secure any Debt incurred in financing
the acquisition, construction or improvement of property subject thereto,
including Liens on, and created or arising in connection with the financing
of the acquisition, construction or improvement of, any facility used or to
be used in the business of the Borrower or any Restricted Subsidiary
through the issuance of obligations, the income from which shall be
excludable from gross income by virtue of Section 103 of the Code (or any
subsequently adopted provisions thereof providing for a specific exclusion
from gross income);

(vi)   any extension, renewal, substitution, or replacement (or
successive extensions, renewals, substitutions or replacements), as a whole
or in part, of any Lien referred to in clauses (i) through (v) above;
provided that (1) such extension, renewal, substitution or replacement Lien
shall be limited to all or any part of the same property or assets subject
to the Lien extended, renewed, substituted or replaced (plus improvements
on such property) and (2) the Debt secured by such Lien at such time is not
increased; and

(vii)  other Liens so long as the principal amount of the Debt of the
Borrower and its Restricted Subsidiaries secured thereby does not exceed
$75,000,000 in the aggregate at any time and so long as the principal
amount of the Debt of the Borrower's Restricted Subsidiaries secured
thereby does not exceed $25,000,000 in the aggregate at any time.

7.02  Consolidations, Mergers and Sales of Assets.
------------------------------------------- 

(a)   Prior to the Guaranty Release Date, FMC will not (i) consolidate with
or merge with or into any other Person or (ii) sell, assign, lease, transfer or
otherwise dispose of all or substantially all of 

35

its assets to any other Person; provided that FMC may consolidate or merge with
or into another Person if (A) immediately after giving effect to such
consolidation or merger, no Default or Event of Default shall have occurred and
be continuing, (B) the surviving entity is a domestic corporation and (C) the
Person surviving such consolidation or merger, if not FMC, executes and delivers
to the Administrative Agent and each of the Lenders an instrument satisfactory
to the Required Lenders pursuant to which such Person assumes all of FMC's
obligations under this Agreement as theretofore amended or modified, including
the full and punctual payment (whether at stated maturity, upon acceleration or
otherwise) of the principal of and interest on each Loan made to FMC pursuant to
this Agreement, the full and punctual payment of all other amounts payable
hereunder and the performance of all of the other covenants and agreements
contained herein.

(b)  From and after the Guaranty Release Date, the Borrower will not, and
will not permit any Restricted Subsidiary to, merge or consolidate with or into,
or sell, convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) a material portion of its assets to,
any Person, except that, so long as no Default or Event of Default then exists
or would result therefrom:

(i)   any Restricted Subsidiary may merge or consolidate with (A) the
Borrower, provided that the Borrower shall be the continuing or surviving
Person, (B) any other Restricted Subsidiary or (C) any other Person if the
Borrower in good faith determines that such merger or consolidation is in
the best interest of the Borrower and would not have a Material Adverse
Effect and, at least five days prior to such merger or consolidation (if
the transaction value of such merger or consolidation is in the amount of
$100,000,000 or more), the Borrower delivers to the Administrative Agent a
certificate of the chief financial officer, the treasurer or the chief
accounting officer of the Borrower showing pro forma compliance with the
covenants set forth in Sections 7.06(c), 7.10(c), 7.10(d) and 7.10(e), and
stating pro forma compliance with the covenants set forth in Sections
7.01(b)(vii), 7.05 and 7.07, in each case after giving effect thereto;

(ii)  any Restricted Subsidiary may sell, convey, transfer, lease or
otherwise dispose of a material portion of its assets to (A) the Borrower,
(B) any other Restricted Subsidiary or (C) any other Person if the Borrower
in good faith determines that such sale is in the best interest of the
Borrower and would not have a Material Adverse Effect and, at least five
days prior to such sale, conveyance, transfer, lease or other disposition
(if the transaction value of such sale, conveyance, transfer, lease of
other disposition is in the amount of $100,000,000 or more), the Borrower
delivers to the Administrative Agent a certificate of the chief financial
officer, the treasurer or the chief accounting officer of the Borrower
showing pro forma compliance with the covenants set forth in Sections
7.06(c), 7.10(c), 7.10(d) and 7.10(e), and stating pro forma compliance
with the covenants set forth in Sections 7.01(b)(vii), 7.05 and 7.07, in
each case after giving effect thereto;

(iii) the Borrower may merge or consolidate with any other Person,
provided that (A) the Borrower is the continuing or surviving Person,  (B)
the Borrower's Debt Ratings are not less than BBB- by S&P or Baa3 by
Moody's after giving effect thereto, and (C) at least five days prior to
such merger or consolidation (if the transaction value of such merger or
consolidation is in the amount of $100,000,000 or more), the Borrower
delivers to the Administrative Agent a certificate of the chief financial
officer, the treasurer or the chief accounting officer of the Borrower
showing pro forma compliance with the covenants set forth in Sections
7.06(c), 7.10(c), 7.10(d) and 7.10(e), and stating pro forma compliance
with the covenants set forth in Sections 7.01(b)(vii), 7.05 and 7.07, in
each case after giving effect thereto; and

36

(iv)  the Borrower may sell, convey, transfer, lease or otherwise
dispose of a material portion of its assets to any Person, provided that
(A) the Borrower's Debt Ratings are not less than BBB- by S&P or Baa3 by
Moody's after giving effect thereto and (B) at least five days prior to
such sale, conveyance, transfer, lease or other disposition (if the
transaction value of such sale, conveyance, transfer, lease or other
disposition is in the amount of $100,000,000 or more), the Borrower
delivers to the Administrative Agent a certificate of the chief financial
officer, the treasurer or the chief accounting officer of the Borrower
showing pro forma compliance with the covenants set forth in Sections
7.06(c), 7.10(c), 7.10(d) and 7.10(e), and stating pro forma compliance
with the covenants set forth in Sections 7.01(b)(vii), 7.05 and 7.07, in
each case after giving effect thereto.

7.03  Use of Proceeds. The proceeds of the Borrowings under this Agreement
--------------- 
will be used by the Borrower for general corporate purposes. None of such
proceeds will be used, directly or indirectly, in a manner that violates
Regulation U or X of the Board. The Borrower will not permit more than 25% of
the consolidated assets of the Borrower and its Subsidiaries to consist of
"margin stock," as such term is defined in Regulation U of the Board. Borrowings
by FMC under this Agreement shall be made only in contemplation of the
assumption of such Borrowings by Technologies.

7.04  Compliance with Laws. The Borrower will comply, and cause each of its
--------------------
Subsidiaries to comply, in all material respects with all requirements of Law
(including ERISA, Environmental Laws and the rules and regulations thereunder),
except where failure to so comply would not have a Material Adverse Effect.

7.05  Restricted Subsidiary Debt. From and after the Guaranty Release Date,
-------------------------- 
the Borrower will not permit any Restricted Subsidiary to create, incur, assume
or permit to exist any Debt, except:

(a)   Debt existing on the date hereof and described on Schedule 7.05;

(b)   Debt owed to the Borrower or any other Restricted Subsidiary; and

(c)   other Debt in an aggregate principal amount for all Restricted
Subsidiaries not exceeding $50,000,000 at any time.

7.06  Restricted Payments. From and after the Guaranty Release Date, the
------------------- 
Borrower will not, and will not permit any Restricted Subsidiary to, declare or
make any Restricted Payment, except that:

(a)   any Restricted Subsidiary may declare and make Restricted Payments to
the Borrower or to any other Restricted Subsidiary (and, in the case of a
Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower
or any other Restricted Subsidiary and to each other owner of capital stock of
such Restricted Subsidiary on a pro-rata basis based on their relative ownership
interests);

(b)   the Borrower or any Restricted Subsidiary may declare and make
Restricted Payments, payable solely in the Common Stock of such Person; and

(c)   the Borrower may declare and make Restricted Payments to its
stockholders during any fiscal quarter in an amount not exceeding 50% of its
Consolidated Net Income in respect of the immediately preceding fiscal quarter,
provided that no Default or Event of Default exists at the time of the
declaration thereof or would result therefrom.

37

7.07  Investments in Unrestricted Subsidiaries. From and after the Guaranty
---------------------------------------- 
Release Date, the Borrower will not, and will not permit any Restricted
Subsidiary to, make Investments in Unrestricted Subsidiaries in an aggregate
amount outstanding at any time in excess of $100,000,000 for all such
Unrestricted Subsidiaries.

7.08  Limitations on Upstreaming. From and after the Guaranty Release Date,
-------------------------- 
the Borrower will not, and will not permit any Restricted Subsidiary to,
directly or indirectly agree to any restriction or limitation on the making of
Restricted Payments by a Restricted Subsidiary, the repaying of loans or
advances owing by a Restricted Subsidiary to the Borrower or any other
Restricted Subsidiary or the transferring of assets from any Restricted
Subsidiary to the Borrower or any other Restricted Subsidiary, except (a)
restrictions and limitations imposed by Laws or by the Loan Documents, (b)
customary restrictions and limitations contained in agreements relating to the
disposition of a Restricted Subsidiary or its assets that is permitted hereunder
and (c) any other restrictions that could not reasonably be expected to impair
the Borrower's ability to repay the Obligations as and when due.

7.09  Transactions with Affiliates. From and after the Guaranty Release
---------------------------- 
Date, the Borrower will not, and will not permit any Restricted Subsidiary to,
enter into any transaction of any kind with any Affiliate of the Borrower (other
than the Borrower or a Restricted Subsidiary), other than upon fair and
reasonable terms as could reasonably be obtained in an arms-length transaction
with a Person that is not an Affiliate in accordance with prevailing industry
customs and practices.

7.10  Financial Covenants.
------------------- 

(a)   Consolidated Adjusted Net Worth.  Prior to the Guaranty Release Date,
-------------------------------                                      
FMC will not permit the consolidated stockholders' equity of FMC and its
Consolidated Subsidiaries to be less than $1,017,275,000.

(b)   Cash Flow Coverage.  Prior to the Guaranty Release Date, FMC will not
------------------                                                   
permit the ratio of Consolidated Cash Flow for any period of four consecutive
fiscal quarters to Adjusted Total Debt as of the last day of any such period to
be less than 0.20 to 1.00.

(c)   Consolidated Tangible Net Worth.  From and after the Guaranty Release
-------------------------------                                      
Date, the Borrower will not permit Consolidated Tangible Net Worth as of the end
of any fiscal quarter of the Borrower ending after the Guaranty Release Date to
be less than the sum of (i) 90% of Consolidated Tangible Net Worth on the
Guaranty Release Date after giving effect to the satisfaction of the Guaranty
Release Conditions, plus (ii) an amount equal to 50% of the Consolidated Net
Income earned in each fiscal quarter ending after the Guaranty Release Date
(with no deduction for a net loss in any such fiscal quarter) plus (iii) an
amount equal to 75% of the aggregate increases in stockholders' equity of the
Borrower and its Consolidated Restricted Subsidiaries after the Guaranty Release
Date by reason of any Equity Issuance.

(d)   Total Debt to EBITDA Ratio. From and after the Guaranty Release Date,
--------------------------
the Borrower will not permit the ratio of Adjusted Total Debt as of the last day
of any fiscal quarter to Consolidated EBITDA for the period of four consecutive
fiscal quarters ended on such last day to be more than 3.25 to 1.00.

(e)   Interest Coverage Ratio. From and after the Guaranty Release Date,
-----------------------
the Borrower will not permit the ratio of Consolidated EBITDA for any period of
four consecutive fiscal quarters to Consolidated Interest Expense for such
period to be less than 4.25 to 1.00.

38

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

8.01  Events of Default. Any of the following shall constitute an Event of
----------------- 
Default:

(a)   any principal of any Loan shall not be paid when due, or any
interest, fees or other amount payable hereunder shall not be paid within five
Business Days of the due date thereof;

(b)   the Borrower shall fail to observe or perform any covenant contained
in Section 6.05(b) or 6.06 or Article VII;

(c)   the Borrower shall fail to observe or perform any of its covenants or
agreements contained in this Agreement (other than those covered by clause (a)
or (b) above) for 30 days after notice thereof has been given to the Borrower by
the Administrative Agent at the request of any Lender; provided that the 30-day
grace period set forth above shall be reduced by the number of days that any
officer of the Borrower had knowledge of any applicable failure prior to giving
notice thereof to the Administrative Agent and the Lenders pursuant to Section
6.01(e);

(d)   any representation, warranty, certification or statement by the
Borrower made in this Agreement or in any certificate, financial statement or
other document delivered pursuant hereto or deemed to be made pursuant to
Section 4.03 shall have been incorrect in any material respect when made or
deemed to be made;

(e)   the Borrower, any Material Subsidiary or the Guarantor shall fail to
make any payment in respect of Material Financial Obligations when due after
giving effect to any applicable grace period;

(f)   any event or condition shall occur that (i) results in the
acceleration of the maturity of Material Financial Obligations or (ii) enables
the holder or holders of Material Financial Obligations or any Person acting on
behalf of such holder or holders to accelerate the maturity thereof, provided
that no Event of Default under this clause (ii) shall occur unless and until any
required notice has been given and/or period of time has elapsed with respect to
such Material Financial Obligations so as to perfect such right to accelerate;

(g)   the Borrower, any Material Subsidiary or the Guarantor shall commence
a voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to itself or its debts under any Debtor Relief Law now
or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, or shall consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any corporate action to authorize any of the foregoing;

(h)   an involuntary case or other proceeding shall be commenced against
the Borrower, any Material Subsidiary or the Guarantor seeking liquidation,
reorganization or other relief with respect to it or its debts under any Debtor
Relief Law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower, any Material Subsidiary or the
Guarantor under the Federal bankruptcy laws as now or hereafter in effect;

39

(i)   any member of the ERISA Group shall fail to pay when due an amount or
amounts aggregating in excess of (i) $50,000,000 prior to the Assumption or (ii)
$25,000,000 after the Assumption which it shall have become liable to pay under
Title IV of ERISA; or notice of intent to terminate a Material Plan shall be
filed under Title IV of ERISA by any member of the ERISA Group, any plan
administrator or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or to cause a
trustee to be appointed to administer, any Material Plan; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation in excess of (iii) $50,000,000 prior to the Assumption or (iv)
$25,000,000 after the Assumption;

(j)   Enforceable Judgments for the payment of money in an aggregate amount
exceeding (i) $50,000,000 prior to the Assumption or (ii) $25,000,000
($50,000,000 if rendered against the Guarantor) after the Assumption shall be
rendered against the Borrower, any Material Subsidiary or the Guarantor and
shall continue unsatisfied and unstayed for a period of 30 days;

(k)   a Change of Control shall occur; or

(l)   any Loan Document, at any time after its execution and delivery and
for any reason other than the agreement of the Required Lenders or all Lenders,
as may be required hereunder, or satisfaction in full of all the Obligations,
ceases to be in full force and effect, or the Borrower or the Guarantor denies
that it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document;

then, and in every such event, the Administrative Agent shall (i) if requested
by the Required Lenders, by notice to the Borrower, terminate the Commitments,
and the Commitments shall thereupon terminate and (ii) if requested by Required
Lenders, by notice to the Borrower, declare the Obligations to be, and the
Obligations shall thereupon become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; provided that in the case of any of the Events of
Default specified in Sections 8.01(g) and (h) with respect to the Borrower,
immediately and without any notice to the Borrower or any other act by the
Administrative Agent or the Lenders, the Commitments shall terminate and the
Obligations shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

ARTICLE IX.
ADMINISTRATIVE AGENT

9.01  Appointment and Authorization of Administrative Agent. Each Lender
----------------------------------------------------- 
hereby irrevocably (subject to Section 9.09) appoints, designates and authorizes
the Administrative Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations 

40

or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent. Without limiting the
generality of the foregoing sentence, the use of the term "agent" herein and in
the other Loan Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

9.02  Delegation of Duties. The Administrative Agent may execute any of its
-------------------- 
duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

9.03  Liability of Administrative Agent. No Agent-Related Person shall (a)
--------------------------------- 
be liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct
in connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or participant for any recital, statement,
representation or warranty made by FMC, Technologies or any officer thereof
contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
the Borrower or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Lender or participant to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Borrower or any Affiliate thereof.

9.04  Reliance by Administrative Agent.
-------------------------------- 

(a)   The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to the Borrower), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required
Lenders or all the Lenders, if required hereunder, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and participants. Where this Agreement expressly permits or prohibits an
action unless the Required Lenders otherwise determine, the Administrative Agent
shall, and in all other instances, the Administrative Agent may, but shall not
be required to, initiate any solicitation for the consent or a vote of the
Lenders.

(b)   For purposes of determining compliance with the conditions specified
in Section 4.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted 

41

or to be satisfied with, each document or other matter either sent by the
Administrative Agent to such Lender for consent, approval, acceptance or
satisfaction, or required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender.

9.05  Notice of Default. The Administrative Agent shall not be deemed to
----------------- 
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Article VIII; provided that unless and until the Administrative Agent has
received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

9.06  Credit Decision; Disclosure of Information by Administrative Agent.
------------------------------------------------------------------ 
Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of the Borrower or any of its Subsidiaries thereof, shall
be deemed to constitute any representation or warranty by any Agent-Related
Person to any Lender as to any matter, including whether Agent-Related Persons
have disclosed material information in their possession. Each Lender represents
to the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and its Subsidiaries, and all applicable bank
or other regulatory Laws relating to the transactions contemplated hereby, and
made its own decision to enter into this Agreement and to extend credit to the
Borrower hereunder. Each Lender also represents that it will, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent herein, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Borrower or
any of its Subsidiaries which may come into the possession of any Agent-Related
Person.

42

9.07  Indemnification of Administrative Agent. Whether or not the
--------------------------------------- 
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of the Borrower and without limiting the obligation of the Borrower to do
so), pro rata, and hold harmless each Agent-Related Person from and against any
and all Indemnified Liabilities incurred by it; provided that no Lender shall be
liable for the payment to any Agent-Related Person of any portion of such
Indemnified Liabilities resulting from such Person's gross negligence or willful
misconduct; provided that no action taken in accordance with the directions of
the Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. Without limitation of the foregoing,
each Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section shall survive
termination of the Commitments, the payment of all Obligations hereunder and the
resignation or replacement of the Administrative Agent.

9.08  Administrative Agent in its Individual Capacity. Bank of America and
----------------------------------------------- 
its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other business with
the Borrower and its Affiliates as though Bank of America were not the
Administrative Agent hereunder and without notice to or consent of the Lenders.
The Lenders acknowledge that, pursuant to such activities, Bank of America or
its Affiliates may receive information regarding the Borrower or any of its
Subsidiaries (including information that may be subject to confidentiality
obligations in favor of the Borrower or any of its Subsidiaries) and acknowledge
that the Administrative Agent shall be under no obligation to provide such
information to them. With respect to its Loans, Bank of America shall have the
same rights and powers under this Agreement as any other Lender and may exercise
such rights and powers as though it were not the Administrative Agent, and the
terms "Lender" and "Lenders" include Bank of America in its individual capacity.

9.09  Successor Administrative Agent. The Administrative Agent may resign
------------------------------ 
as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders
which successor administrative agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default (which consent
of the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrower, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent and the term "Administrative Agent" shall mean such successor
administrative agent and the retiring Administrative Agent's appointment, powers
and duties as Administrative Agent shall be terminated. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of 

43

the duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for above.

9.10  Other Agents. None of the Lenders identified on the facing page or
------------ 
signature pages of this Agreement as a "syndication agent," "documentation
agent," or "co-agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders so identified in deciding to enter into this Agreement or in
taking or not taking action hereunder.

ARTICLE X.
MISCELLANEOUS

10.01 Amendments, Etc. No amendment or waiver of any provision of this 
--------------- 
Agreement or any other Loan Document, and no consent to any departure by the
Borrower therefrom, shall be effective unless in writing signed by the Required
Lenders (or the Administrative Agent with the written consent of the Required
Lenders) and, in the case of an amendment, the Borrower and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that no such amendment, waiver or consent
shall, unless in writing and signed by each of the Lenders directly affected
thereby (or the Administrative Agent with the written consent of such Lenders)
and, in the case of an amendment, by the Borrower do any of the following:

(a)   except as expressly contemplated by Section 2.03, extend or increase
the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Article VIII);

(b)   except as expressly contemplated by Section 2.03, postpone any date
fixed by this Agreement or any other Loan Document for any payment or mandatory
prepayment of principal, interest, fees or other amounts due to the Lenders (or
any of them) hereunder or under any other Loan Document;

(c)   reduce the principal of, or the rate of interest specified herein on,
any Loan, or (subject to clause (iii) of the proviso below) any fees or other
amounts payable hereunder or under any other Loan Document; provided that only
the consent of the Required Lenders shall be necessary to amend the definition
of "Default Rate" or to waive any obligation of the Borrower to pay interest at
the Default Rate;

(d)   change the percentage of the Aggregate Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Lenders
or any of them to take any action hereunder;

(e)   change the Pro Rata Share or Voting Percentage of any Lender;

(f)   release the Guaranty except in accordance with the terms and
conditions of Section 4.04;

(g)   amend this Section, Section 2.12, Section 4.02, Section 4.04, Section
10.05, or any provision herein providing for consent or other action by all the
Lenders;

and, provided further that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Required
Lenders or all the directly affected Lenders, as the case 

44

may be (or the Administrative Agent on their behalf), affect the rights or
duties of the Administrative Agent under this Agreement or any other Loan
Document; and (ii) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.

10.02 Notices and Other Communications; Facsimile Copies.
-------------------------------------------------- 

(a)   General.  Unless otherwise expressly provided herein, all notices and
-------                                                              
other communications provided for hereunder shall be in writing (including by
facsimile transmission) and mailed, faxed or delivered to the address, facsimile
number or (subject to subsection (c) below) electronic mail address specified
for notices on the signature pages hereof or on the applicable Administrative
Questionnaire or to such other address as shall be designated by a party hereto
in a notice to the other parties hereto.  All such notices and other
communications shall be deemed to be given or made upon the earlier to occur of
(i) actual receipt by the intended recipient and (ii) (A) if delivered by hand
or by courier, when signed for by the intended recipient; (B) if delivered by
mail, three Business Days after deposit in the mails, postage prepaid; (C) if
delivered by facsimile, when sent and receipt has been confirmed by telephone;
and (D) if delivered by electronic mail (which form of delivery is subject to
the provisions of subsection (c) below), when delivered; provided that notices
and other communications to the Administrative Agent pursuant to Article II
shall not be effective until actually received by such Person.  Any notice or
other communication permitted to be given, made or confirmed by telephone
hereunder shall be given, made or confirmed by means of a telephone call to the
intended recipient at the number specified on the signature pages hereof or on
the applicable Administrative Questionnaire or at the number that may be
otherwise specified in accordance herewith, it being understood and agreed that
a voicemail message shall in no event be effective as a notice, communication or
confirmation hereunder.

(b)   Effectiveness of Facsimile Documents and Signatures.  Loan Documents
---------------------------------------------------                 
may be transmitted and/or signed by facsimile.  The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on the Borrower,
the Administrative Agent and the Lenders.  The Administrative Agent may also
require that any such documents and signatures be confirmed by a manually-signed
original thereof; provided that the failure to request or deliver the same shall
not limit the effectiveness of any facsimile document or signature.

(c)   Limited Use of Electronic Mail.  Electronic mail and internet and
------------------------------                                   
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute Loan Documents for
execution by the parties thereto, and may not be used for any other purpose.

(d)   Reliance by Administrative Agent and Lenders. The Administrative
-------------------------------------------- 
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Loan Notices) purportedly given by or on behalf of the
Borrower even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify each Agent-
Related Person and each Lender from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the Borrower. All telephonic notices to and other communications
with the Administrative Agent may be recorded by the Administrative Agent, and
each of the parties hereto hereby consents to such recording.

45

10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the
------------------------------ 
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

10.04 Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or
---------------------------------- 
reimburse the Administrative Agent for all reasonable costs and expenses
incurred in connection with the development, preparation, negotiation and
execution of this Agreement and the other Loan Documents and any amendment,
waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or
reimburse the Administrative Agent and each Lender for all reasonable costs and
expenses incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The agreements in this Section shall survive the termination of the
Aggregate Commitments and repayment of all the other Obligations.

10.05 Indemnification by the Borrower. Whether or not the transactions
------------------------------- 
contemplated hereby are consummated, the Borrower agrees to indemnify, save and
hold harmless each Agent-Related Person, each Lender and their respective
Affiliates, directors, officers, employees, counsel, agents and attorneys-in-
fact (collectively the "Indemnitees") from and against: (a) any and all claims,
demands, actions or causes of action that are asserted against any Indemnitee by
any Person (other than the Administrative Agent or any Lender) relating directly
or indirectly to a claim, demand, action or cause of action that such Person
asserts or may assert against the Borrower, any Affiliate of the Borrower or any
of their respective officers or directors, including any Indemnified Liability
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact, or omission or alleged omission to state a material fact
required to be stated, in the Registration Statement; (b) any and all claims,
demands, actions or causes of action that may at any time (including at any time
following repayment of the Obligations and the resignation or removal of the
Administrative Agent or the replacement of any Lender) be asserted or imposed
against any Indemnitee arising out of or relating to the Loan Documents, any
Commitment, the use or contemplated use of the proceeds of any Borrowing, or the
relationship of the Borrower, the Administrative Agent and the Lenders under
this Agreement or any other Loan Document; (c) any administrative or
investigative proceeding by any Governmental Authority arising out of or related
to a claim, demand, action or cause of action described in subsection (a) or (b)
above; and (d) any and all liabilities (including liabilities under
indemnities), losses or reasonable costs or expenses (including Attorney Costs)
that any Indemnitee suffers or incurs as a result of the assertion of any
foregoing claim, demand, action, cause of action or proceeding, or as a result
of the preparation of any defense in connection with any foregoing claim,
demand, action, cause of action or proceeding, in all cases, whether or not
arising out of the negligence of an Indemnitee, and whether or not an Indemnitee
is a party to such claim, demand, action, cause of action or proceeding (all the
foregoing, collectively, the "Indemnified Liabilities"); provided that no
Indemnitee shall be entitled to indemnification for any Indemnified Liability
caused by its own gross negligence or willful misconduct or for any loss
asserted against it by another Indemnitee. The agreements in this Section shall
survive the termination of the Aggregate Commitments and repayment of all the
other Obligations.

46

10.06  Payments Set Aside. To the extent that the Borrower makes a payment
------------------
to the Administrative Agent or any Lender, or the Administrative Agent or any
Lender exercises its right of set-off, and such payment or the proceeds of such
set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

10.07  Successors and Assigns.
---------------------- 

(a)    The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that, except as provided in this Section 10.07(a) or in
Section 7.02, the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent
shall be null and void). Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement. On the Assumption Date, and subject
to the satisfaction of the conditions precedent set forth in Section 4.02, FMC
agrees to assign (and shall be deemed to have assigned without the necessity of
any separate assignment agreement) and Technologies agrees to assume (and shall
be deemed to have assumed without the necessity of any separate assumption
agreement), all of FMC's rights and obligations as the Borrower under the Loan
Documents. Upon such assignment by FMC and assumption by Technologies, FMC shall
be released from all of its obligations and liabilities under the Loan Documents
(except under the Guaranty) without the necessity of any separate release
agreement.

(b)    Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment of the entire remaining amount of the
assigning Lender's Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender or an Affiliate of a Lender or an Approved
Fund with respect to a Lender, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) subject to each such
assignment, determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent, shall not be less
than $5,000,000, unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed), (ii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement with respect
to the Loans or the Commitment assigned, and (iii) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500.
Subject to acceptance and recording thereof by the Administrative Agent pursuant
to Section 10.07(c), from and after the effective date specified in each
Assignment and Acceptance, the Eligible Assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this 

47

Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.07, 10.04 and 10.05). Upon request, the Borrower (at its
expense) shall execute and deliver new or replacement Notes to the assigning
Lender and the assignee Lender. Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this subsection
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d)
of this Section.

(c) The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at the Administrative Agent's Office a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amount of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the "Register").  Subject to the fourth sentence of Section 2.10(a),
the entries in the Register shall be rebuttably presumptively true and correct,
and the Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the Borrower and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

(d) Any Lender may, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement.  Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any  provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification that would (i) postpone any date upon which any
payment of money is scheduled to be paid to such Participant or (ii) reduce the
principal, interest, fees or other amounts payable to such Participant.  Subject
to Section 10.07(e), the Borrower agrees that each Participant shall be entitled
to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to subsection (b)
of this Section.  To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.12 as though it were a
Lender.

(e) A Participant shall not be entitled to receive any greater payment
under Section 3.01 or Section 3.04 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent.  A Participant that would be a Lender
organized under the laws of a jurisdiction outside of the United States if it
were a Lender shall not be entitled to the benefits of Section 3.01 unless the
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section 3.01
as though it were a Lender.

(f) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Notes, if
any) to secure obligations of such Lender to 

48

a Federal Reserve Bank; provided that no such pledge or assignment shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

(g)    If the consent of the Borrower to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of Section 10.07(b)), the Borrower shall be deemed to have
given its consent five Business Days after the date notice thereof has been
delivered by the assigning Lender (through the Administrative Agent) unless such
consent is expressly refused by the Borrower prior to such fifth Business Day.

(h)    As used herein, the following terms have the following meanings:

"Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
Lender; (iii) an Approved Fund; and (iv) any other Person (other than a
natural Person) approved by the Administrative Agent and, unless an Event
of Default has occurred and is continuing, the Borrower (each such approval
not to be unreasonably withheld or delayed).

"Fund" means any Person (other than a natural Person) that is (or
will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of
its business.

"Approved Fund" means any Fund that is administered or managed by
(i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender.

10.08  Confidentiality. Each of the Administrative Agent and the Lenders
--------------- 
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Borrower;
(g) with the consent of the Borrower; (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates.
For the purposes of this Section, "Information" means all information received
from the Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified in writing at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to 

49

have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

10.09  Set-off. In addition to any rights and remedies of the Lenders
------- 
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower, any such notice being waived by the Borrower to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the Borrower against any and all Obligations then due and payable
to such Lender, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Lender shall have made demand under this Agreement
or any other Loan Document. Each Lender agrees promptly to notify the Borrower
and the Administrative Agent after any such set-off and application made by such
Lender; provided that the failure to give such notice shall not affect the
validity of such set-off and application.

10.10  Interest Rate Limitation. Notwithstanding anything to the contrary
------------------------ 
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or
any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it
exceeds such unpaid principal, refunded to the Borrower. In determining whether
the interest contracted for, charged, or received by the Administrative Agent or
a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations.

10.11  Counterparts. This Agreement may be executed in one or more
------------ 
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

10.12  Integration. This Agreement, together with the other Loan Documents,
----------- 
comprises the complete and integrated agreement of the parties on the subject
matter hereof and thereof and supersedes all prior agreements, written or oral,
on such subject matter. In the event of any conflict between the provisions of
this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or
remedies in favor of the Administrative Agent or the Lenders in any other Loan
Document shall not be deemed a conflict with this Agreement. Each Loan Document
was drafted with the joint participation of the respective parties thereto and
shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof.

10.13  Survival of Representations and Warranties. All representations and
------------------------------------------ 
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Borrowing, and shall continue
in full force and effect as long as any Loan or any other Obligation (other than
Contingent Surviving Obligations) shall remain unpaid or unsatisfied.

50

10.14  Severability. Any provision of this Agreement and the other Loan
------------ 
Documents to which the Borrower is a party that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

10.15  Removal and Replacement of Lenders.
---------------------------------- 

(a)    Under any circumstances set forth herein providing that the Borrower
shall have the right or obligation to remove or replace a Lender as a party to
this Agreement, the Borrower may or shall, as the case may be, upon notice to
such Lender and the Administrative Agent, (i) remove such Lender by terminating
such Lender's Commitment or (ii) replace such Lender by causing such Lender to
assign its Commitment pursuant to Section 10.07(b) to one or more other Lenders
or Eligible Assignees procured by the Borrower; provided that if the Borrower
elects to exercise such right with respect to any Lender pursuant to Section
3.06(b), it shall be obligated to remove or replace, as the case may be, all
Lenders that have made similar requests for compensation pursuant to Section
3.01 or 3.04 or make similar notifications pursuant to Section 3.02.  The
Borrower shall, in the case of a termination of such Lender's Commitment
pursuant to clause (i) preceding, (y) pay in full all principal, interest, fees
and other amounts owing to such Lender through the date or assignment (including
any amounts payable pursuant to Section 3.05), and (z) release such Lender from
its obligations under the Loan Documents.  Any Lender being replaced shall
execute and deliver an Assignment and Acceptance with respect to such Lender's
Commitment and outstanding Loans.  The Borrower shall, in the case of an
assignment pursuant to clause (ii) preceding, cause to be paid the assignment
fee payable to the Administrative Agent pursuant to Section 10.07(b).  The
Administrative Agent shall distribute an amended Schedule 2.01, which shall be
deemed incorporated into this Agreement, to reflect changes in the identities of
the Lenders and adjustments of their respective Commitments and/or Pro Rata
Shares resulting from any such removal or replacement.

(b)    This Section 10.15 shall supersede any provision in Section 10.01 to
the contrary.

10.16  Governing Law.
------------- 

(a)    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)    ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO.  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH
LENDER WAIVES 

51

PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE
BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

10.17  Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT
-------------------------------- 
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10.18  Time of the Essence. Time is of the essence of the Loan Documents.
------------------- 

REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES TO FOLLOW.

52

SCHEDULE 2.01

COMMITMENTS
AND PRO RATA SHARES
-------------------

------------------------------------------------------------------------------------------
Lender                           Commitment          Pro Rata Share
------------------------------------------------------------------------------------------

Bank of America, N.A.                                $ 17,812,500.00          .1187500000
------------------------------------------------------------------------------------------ 
Citibank, N.A.                                       $ 17,812,500.00          .1187500000
------------------------------------------------------------------------------------------ 
Cooperatieve Centrale Raiffeisen-                    $ 16,875,000.00          .1125000000
Boerenleenbank B.A., "Rabobank Nederland"
------------------------------------------------------------------------------------------
Den norske Bank ASA                                  $ 11,250,000.00          .0750000000
------------------------------------------------------------------------------------------ 
The Royal Bank of Scotland plc                       $ 11,250,000.00          .0750000000
------------------------------------------------------------------------------------------ 
Westdeutsche Landesbank Girozentrale, New            $ 11,250,000.00          .0750000000
York Branch
------------------------------------------------------------------------------------------ 
Wells Fargo Bank Texas, National Association         $  7,500,000.00          .0500000000
------------------------------------------------------------------------------------------ 
The Bank of Nova Scotia                              $  7,500,000.00          .0500000000
------------------------------------------------------------------------------------------ 
The Bank of New York                                 $  7,500,000.00          .0500000000
------------------------------------------------------------------------------------------ 
Credit Suisse First Boston                           $  7,500,000.00          .0500000000
------------------------------------------------------------------------------------------ 
Danske Bank                                          $  7,500,000.00          .0500000000
------------------------------------------------------------------------------------------ 
Wachovia Bank, N.A.                                  $  7,500,000.00          .0500000000
------------------------------------------------------------------------------------------ 
The Northern Trust Company                           $  7,500,000.00          .0500000000
------------------------------------------------------------------------------------------ 
The Fuji Bank, Limited                               $  4,821,428.58          .0321428572
------------------------------------------------------------------------------------------ 
The Dai-Ichi Kangyo Bank, Ltd.                       $  3,214,285.71          .0214285714
------------------------------------------------------------------------------------------ 
The Industrial Bank of Japan, Ltd.                   $  3,214,285.71          .0214285714
------------------------------------------------------------------------------------------
Total                                                $150,000,000.00        100.000000000%
------------------------------------------------------------------------------------------

2.01-1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.

FMC CORPORATION

By: /s/ S. K. Kushner
-----------------------------------
Name:  S. K. Kushner
----------------------------
Title: Vice President and Treasurer
-----------------------------

By: /s/ J. J. Meyer
-----------------------------------
Name:  J. J. Meyer
----------------------------
Title: Manager, Banking and Cash
Management
----------------------------

Address:   200 East Randolph Drive

Chicago, Illinois 60601

Attention:  Treasurer

Facsimile No.:  312.861.5797

FMC TECHNOLOGIES, INC.

By: /s/ S. K. Kushner
-----------------------------------
Name:  S. K. Kushner
----------------------------
Title: Vice President
----------------------------

By: /s/ S. H. Shapiro
-----------------------------------
Name:  S. H. Shapiro
----------------------------
Title: Vice President and Secretary
----------------------------

Address:   200 East Randolph Drive

Chicago, Illinois 60601

Attention:  Treasurer

Facsimile No.:  312.861.5797

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Patrick M. Delaney
-------------------------------
Name:  Patrick M. Delaney
------------------------
Title: Managing Director
------------------------

Administrative Agent's Office

Address: 901 Main Street
--------------------------
Dallas, TX 75202
--------------------------
Phone:   (214) 209-9254
-------------------------- 
Facsimile No.: (214) 290-9439
--------------------
Attention: Corporate Loan Funds/ 
Ben Cosgrove
------------------------
ABA No.: 111000012
--------------------------
Account No.: 1292000883
----------------------
Reference:  FMC Technologies

BANK OF AMERICA, N.A., as a Lender 

By: /s/ Patrick M. Delaney
--------------------------------
Name:  Patrick M. Delaney
-------------------------
Title: Managing Director
-------------------------        
Address: 333 Clay Street, Suite 4550
---------------------------
Houston, TX 77002-4103
---------------------------
Telephone: (713) 651-4929     
------------------------- 
Facsimile No.: (713) 651-4808
---------------------
Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

CITIBANK, N.A., as a Lender

By: /s/ Carolyn A. Sheridan
-------------------------------
Name:  Carolyn A. Sheridan
------------------------
Title: Managing Director
------------------------

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND", as a Lender

By: /s/ Ian Reece
--------------------------------
Name: Ian Reece
---------------------------
Title: Senior Credit Officer
--------------------------

By: /s/ David W. Nelson
--------------------------------
Name: David W. Nelson
---------------------------
Title: Executive Director
--------------------------

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

DEN NORSKE BANK ASA, as a Lender

By: /s/ Nils Fukse
--------------------------------
Name: Nils Fukse
---------------------------
Title: First Vice President
--------------------------

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By: /s/ Jayne Seaford
--------------------------------
Name:  Jayne Seaford
---------------------------
Title: Vice President
--------------------------

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK
BRANCH, as a Lender

By: /s/ Lisa M. Walker
--------------------------------
Name: Lisa M. Walker
---------------------------
Title: Associate Director
--------------------------

By: /s/ Barry S. Wadler
--------------------------------
Name: Barry S. Wadler
---------------------------
Title: Associate Director
--------------------------

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as a
Lender

By: /s/ Spencer N. Smith
________________________________

Name: Spencer N. Smith
___________________________

Title: Vice President
__________________________

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE BANK OF NOVA SCOTIA, as a Lender

By: /s/ M.D. Smith
________________________________

Name: M.D. Smith
___________________________

Title: Agent Operations
__________________________

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE BANK OF NEW YORK, as a Lender

By: /s/ Mark O'Connor
________________________________

Name:  Mark O'Connor
___________________________

Title: Vice President
__________________________

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

CREDIT SUISSE FIRST BOSTON, as a Lender

By: /s/ David L. Sawyer
________________________________

Name: David L. Sawyer
___________________________

Title: Vice President
__________________________

By: /s/ William S. Lutkins
________________________________

Name: William S. Lutkins
___________________________

Title: Vice President
__________________________

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

DANSKE BANK, as a Lender

By: /s/ John O'Neill
________________________________

Name:  John O'Neill
___________________________

Title: Assistant General Manager
__________________________

By: /s/ Mik. Crawford
________________________________

Name: Mik. Crawford
___________________________

Title: Vice President
__________________________

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

WACHOVIA BANK, N.A., as a Lender

By: /s/ Debra L. Coheley
________________________________

Name:  Debra L. Coheley
_________________________

Title: Senior Vice President
_________________________

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE NORTHERN TRUST COMPANY, as a Lender

By: /s/ Nicole D. Boehm
________________________________

Name:  Nicole D. Boehm
_________________________

Title: Second Vice President
_________________________

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE FUJI BANK, LIMITED, as a Lender

By: /s/ Peter L. Chinnici
________________________________

Name:  Peter L. Chinnici
_________________________

Title: Senior Vice President
_________________________

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE DAI-ICHI KANGYO BANK, LTD., as a Lender

By: /s/ John S. Sneed, Jr.
________________________________

Name:  John S. Sneed, Jr.
_________________________

Title: Senior Vice President
_________________________

Signature Page to 364-Day Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the date first above written.

THE INDUSTRIAL BANK OF JAPAN, LTD., as a Lender

By: /s/ Hideki Shirato
___________________________________

Name:  Hideki Shirato
____________________________

Title: Deputy General Manager/S.V.P
____________________________

Signature Page to 364-Day Credit Agreement

EXHIBIT 4.6

FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT
-------------------------------------------

THIS AMENDMENT (herein so called) is entered into as of May 30, 2001, among
FMC CORPORATION, a Delaware corporation ("FMC"), FMC TECHNOLOGIES, INC., a
Delaware corporation ("Technologies"), the Lenders (herein so called) party to
the Credit Agreement (hereinafter defined) and BANK OF AMERICA, N.A., as
Administrative Agent (as defined in the Credit Agreement) for the Lenders.

FMC, Technologies, the Lenders, and the Administrative Agent are party to
the 364-Day Credit Agreement dated as of April 26, 2001 (the "Credit
Agreement"), and have agreed, upon the following terms and conditions, to amend
the Credit Agreement in certain respects. Accordingly, for valuable and
acknowledged consideration, FMC, Technologies, the Lenders, and the
Administrative Agent agree as follows:

1.   Terms and References. Unless otherwise stated in this Amendment, (a)
--------------------
terms defined in the Credit Agreement have the same meanings when used in this
Amendment and (b) references to "Sections," "Articles" and "Exhibits" are to the
Credit Agreement's sections, articles and exhibits.

2.   Amendments. The Credit Agreement is amended as follows: 
----------

(a)  Section 2.04(c) is entirely amended as follows:

"(c) [Intentionally deleted]"

(b)  Section 4.01(a)(v) is entirely amended as follows:

"(v) a certificate signed by a Principal Officer of
Technologies (A) certifying that the conditions specified in
Sections 4.03(a) and (b) have been satisfied, (B) certifying that
there has been no event or circumstance since December 31, 2000,
which has had or could be reasonably expected to have a Material
Adverse Effect, and (c) showing the Debt Ratings of FMC on the
Closing Date;"

(c)  A new Section 4.01(e) is added as follows:

"(e) The Assumption Date shall have occurred."

(d)  Section 4.02 is entirely amended as follows:

"4.02 Conditions to the Assumption. The Assumption shall
----------------------------
become effective on the date (the "Assumption Date") when, but
only when, the following conditions precedent have been
satisfied:

(a) The transfer of substantially all of the assets by
FMC to Technologies, and the assumption of the liabilities
of FMC by

Technologies, each as described in the Registration
Statement, shall have occurred.

(b)  No Default or Event of Default shall exist or
would result from the Assumption.

(c)  The representations and warranties of the Borrower
contained in Article V shall be true and correct in all
material respects on the Assumption Date after giving effect
to the Assumption, except to the extent that such
representations and warranties specifically refer to an
earlier date, in which case they shall have been true and
correct in all material respects as of such earlier date.

(d)  The Administrative Agent shall have received each
of the following, in form and substance satisfactory to it:

(i)    the Guaranty executed by FMC;

(ii)   a certificate of a Principal Officer of
Technologies certifying that the conditions specified
in Sections 4.02(a), (b) and (c) have been satisfied;

(iii)  executed copies of the Separation and
Distribution Agreement, the Tax Sharing Agreement, the
Transition Services Agreement (and any related
agreements requested by the Administrative Agent), and
a list of Subsidiaries of Technologies, each as
described in, and substantially in the form filed as
exhibits to, the Registration Statement and each having
terms and conditions reasonably acceptable to the
Administrative Agent;

(iv)   evidence that the obligation of
Technologies to assume all of the obligations of FMC
under the Bridge Credit Agreement has been released and
discharged and that Technologies has no further
obligations or liabilities under the Bridge Credit
Agreement; and

(v)    such other documents, instruments or
materials as the Administrative Agent or the Required
Lenders may reasonably request."

(e) Section 4.04(e) is entirely amended as follows:

"(e)  [Intentionally deleted]"

(f) In Section 4.04(f), the reference to Section 4.02(e)(ix) is
amended to be a reference to Section 4.02(d)(iii).

2

(g)  In Section 4.04(g), the reference to Section 4.02(e)(vii) is
amended to be a reference to Section 4.02(d)(iii).

(h)  Section 6.06 is entirely amended as follows:

"6.06 [Intentionally deleted]"

(i)  The last sentence of Section 7.03 is deleted.

(j)  Exhibit C is entirely amended in the form of, and all references
in the Credit Agreement to Exhibit C are changed to, the attached Amended
Exhibit C.

(k)  Exhibit D is entirely amended in the form of, and all references
in the Credit Agreement to Exhibit D are changed to, the attached Amended
Exhibit D.

3.   Conditions Precedent. This Amendment shall not be effective until the
--------------------
Administrative Agent receives (a) counterparts of this Amendment executed by
FMC, Technologies, the Lenders and the Administrative Agent and (b) such other
documents, instruments and certificates as the Administrative Agent may
reasonably request.

4.   Representations. FMC represents and warrants to the Lenders that as of
---------------
the date of this Amendment (a) the representations and warranties contained in
Article V are true and correct in all material respects except to the extent
that such representations and warranties refer to an earlier date, in which case
they were true and correct in all material respects as of such earlier date and
(b) no Default or Event of Default has occurred and is continuing.

5.   Effect of Amendment. This Amendment is a Loan Document. Except as
-------------------
expressly modified and amended by this Amendment, all of the terms, provisions
and conditions of the Loan Documents shall remain unchanged and in full force
and effect. The Loan Documents and any and all other documents heretofore, now
or hereafter executed and delivered pursuant to the terms of the Credit
Agreement are hereby amended so that any reference to the Credit Agreement shall
mean a reference to the Credit Agreement as amended hereby.

6.   Counterparts. This Amendment may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument.

7.   Governing Law. This Amendment shall be governed by and construed in
-------------     
accordance with the laws of the State of New York.

[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.]

3

EXECUTED as of the date first stated above.

FMC CORPORATION

By  /s/ S. K. Kushner
----------------------------------
Name:  S. K. Kushner
---------------------------
Title: VP & Treasurer
---------------------------

By  /s/ Joseph J. Meyer
----------------------------------
Name:  Joseph J. Meyer
---------------------------
Title: Manager Banking & Cash
Management
---------------------------

FMC TECHNOLOGIES, INC.

By  /s/ S. K. Kushner
----------------------------------
Name:  S. K. Kushner
---------------------------
Title: VP & Treasurer
---------------------------

By  /s/ Steven Shapiro
----------------------------------
Name:  Steven Shapiro
---------------------------
Title: Secretary
---------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

BANK OF AMERICA, N.A., as Administrative Agent

By  /s/ Michael J. Dillon 
------------------------------------------
Name:  Michael J. Dillon
----------------------------------- 
Title: Managing Director
-----------------------------------

BANK OF AMERICA, N.A., as a Lender 

By  /s/ Michael J. Dillon
------------------------------------------
Name:  Michael J. Dillon
-----------------------------------
Title: Managing Director 
-----------------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

CITIBANK, N.A., as a Lender

By  /s/ Carolyn A. Sheridan
----------------------------------
Name:  Carolyn A. Sheridan
---------------------------
Title: Managing Director
---------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

COOPERATIVE CENTRALE
RAIFFEINSEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND" NEW YORK 
BRANCH, as a Lender

By  /s/ David W. Nelson
-----------------------------------
Name:  David W. Nelson
----------------------------
Title: Executive Director
---------------------------- 

By  /s/ Edward J. Peyser
-----------------------------------
Name:  Edward J. Peyser
----------------------------
Title: Managing Director 
---------------------------- 

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

DEN NORSKE BANK ASA, as a Lender

By  /s/ Nils Fykse
----------------------------------
Name:  Nils Fykse
---------------------------
Title: First Vice President
---------------------------

By  /s/ Hans Jorgen Ormar
----------------------------------
Name:  Hans Jorgen Ormar
---------------------------
Title: Vice President
---------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

THE ROYAL BANK OF SCOTLAND PLC, as a
Lender

By  /s/ Jayne Seaford
----------------------------------
Name:  Jayne Seaford
---------------------------
Title: Vice President
---------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH, as a 
Lender

By  /s/ Lisa Walker
----------------------------------
Name:  Lisa Walker
---------------------------
Title: Associate Director
---------------------------

By  /s/ Salvatore Battinelli
----------------------------------
Name:  Salvatore Battinelli
---------------------------
Title: Managing Director/Credit
Department
---------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

WELLS FARGO BANK TEXAS, NATIONAL 
ASSOCIATION, as a Lender

By  /s/ Spencer Smith
------------------------------  
Name:  Spencer Smith
-----------------------
Title: Vice President
-----------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

THE BANK OF NOVA SCOTIA, as a Lender

By  /s/ F.C.H. Ashby
----------------------------------
Name:  F.C.H. Ashby
---------------------------
Title: Senior Manager Loan 
Operation
---------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

THE BANK OF NEW YORK, as a Lender

By  /s/ Mark O'Connor
------------------------------
Name:  Mark O'Connor
-----------------------
Title: Vice President
-----------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

CREDIT SUISSE FIRST BOSTON, as a Lender

By  /s/ James P. Moran
----------------------------------
Name:  James P. Moran
---------------------------
Title: Director
---------------------------

By  /s/ Jay Chall
----------------------------------
Name:  Jay Chall
---------------------------
Title: Director
---------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

DANSKE BANK, as a Lender

By  /s/ Peter L. Hargraves
-------------------------------------
Name:  Peter L. Hargraves
------------------------------
Title: Vice President
------------------------------

By  /s/ John O'Neill
-------------------------------------
Name:  John O'Neill
------------------------------
Title: Assistant General Manager
------------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

WACHOVIA BANK, N.A., as a Lender

By  /s/ Debra L. Coheley
----------------------------------
Name:  Debra L. Coheley
---------------------------
Title: Senior Vice Assistant
---------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

THE NORTHERN TRUST COMPANY, as a Lender

By  /s/ Nicole D. Boehm
-------------------------------------
Name:  Nicole D.Boehm
------------------------------
Title: Second Vice President
------------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

THE FUJI BANK, LIMITED, as a Lender

By  /s/ Peter L. Chinnici
----------------------------------
Name:  Peter L. Chinnici
---------------------------
Title: Senior Vice President &
Group Head
---------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

THE DAI-ICHI KANGYO BANK, LTD., 
as a Lender

By  /s/ John S. Sneed, Jr.
----------------------------------
Name:  John S. Sneed, Jr.
---------------------------
Title: Senior Vice President
---------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

EXECUTED as of the date first stated above.

THE INDUSTRIAL BANK OF JAPAN, LTD., as a
Lender

By  /s/ Walter R. Wolff
-----------------------------------------
Name:  Walter R. Wolff
----------------------------------  
Title: Joint General Manager & Group Head
----------------------------------

Signature Page to First Amendment to 364-Day Credit Agreement

Exhibit 5.1

FORM OF OPINION

[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52 STREET
NEW YORK, NEW YORK 10019]

June [ ], 2001

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

Ladies and Gentlemen:

In connection with the registration of 12,707,500 shares of common
stock, par value $.01 per share (the "Shares"), of FMC Technologies, Inc., a
Delaware corporation (the "Company"), under the Securities Act of 1933, as
amended, on Form S-1 filed with the Securities and Exchange Commission (the
"Commission") on February 20, 2001 (File No. 333-55920), as amended by Amendment
No. 1 filed with the Commission on April 4, 2001, Amendment No. 2 filed with the
Commission on May 4, 2001, Amendment No. 3 filed with the Commission on May 21,
2001 and Amendment No. 4 filed with the Commission on June 4, 2001 (as it may be
further amended, the "Registration Statement"), you have requested our opinion
with respect to the following matters.

In connection with the delivery of this opinion, we have examined
originals or copies of a form of the Amended and Restated Certificate of
Incorporation of the Company (the "Restated Certificate") and a form of the
Amended and Restated By-Laws of the Company (the "Restated By-laws") as set
forth in exhibits to the Registration Statement, the Registration Statement,
certain resolutions adopted or to be adopted by the Board of Directors, the form
of stock certificate representing the Shares and such other records, agreements,
instruments, certificates and other documents of public officials, the Company
and its officers and representatives, and have made such inquiries of the
Company and its officers and representatives, as we have deemed necessary or
appropriate in connection with the opinions set forth herein.  We are familiar
with the proceedings heretofore taken, and with the additional proceedings
proposed to be taken, by the Company in connection with the authorization,
registration, issuance and sale of the Shares.  With respect to certain factual
matters material to our opinion, we have relied upon representations from, or
certificates of, officers of the Company. In making such examination and
rendering the opinions set forth below, we have assumed without verification the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the authenticity of the originals of such documents submitted to
us as certified copies, the conformity to originals of all documents submitted
to us as copies, the authenticity of the originals of such

FMC Technologies, Inc.
June [_], 2001 
Page 2

latter documents, and that all documents submitted to us as certified copies are
true and correct copies of such originals. We have also assumed that the
Restated Certificate will be duly filed with and accepted by the Secretary of
State of the State of Delaware and that the Restated By-laws will be duly
adopted and approved pursuant to Delaware General Corporation Law, each in the
form reviewed by us prior to the issuance of the Shares registered under the
Registration Statement.

Based on such examination and review, and subject to the foregoing, we
are of the opinion that the Shares, upon issuance, delivery and payment therefor
in the manner contemplated by the Registration Statement, will be validly
issued, fully paid and non-assessable.

We are members of the Bar of the State of New York, and we have not
considered, and we express no opinion as to, the laws of any jurisdiction other
than the laws of the United States of America, the State of New York and the
General Corporation Law of the State of Delaware.

We consent to the inclusion of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the Prospectus that
is a part of the Registration Statement.  In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.

Very truly yours,

Exhibit 10.1

Tax Sharing Agreement,

dated as of May 31, 2001,

by and among

FMC Corporation

and

FMC Technologies, Inc.

TAX SHARING AGREEMENT
---------------------

TAX SHARING AGREEMENT (this "Agreement"), dated as of May 31,
---------
2001, by and between FMC Corporation, a Delaware corporation ("FMC"), and FMC
---
Technologies, Inc., a Delaware corporation and a wholly-owned subsidiary of FMC
("Subsidiary").
----------

RECITALS
--------

WHEREAS, FMC is the common parent corporation of an affiliated
group of corporations within the meaning of Section 1504(a) of the Code (as
defined herein) and of consolidated, combined, unitary and other similar groups
as defined under similar laws of other jurisdictions, and Subsidiary and certain
Subsidiary Affiliates (as defined herein) are members of such groups;

WHEREAS, the groups of which FMC is the common parent and
Subsidiary and the Subsidiary Affiliates are members file or intend to file
Consolidated Returns and Combined Returns (as defined herein);

WHEREAS, FMC and Subsidiary have entered into a Separation and
Distribution Agreement dated as of May 31, 2001 (the "Separation Agreement"),
--------------------
and subject to the terms and conditions thereof, FMC wishes to transfer and
assign to Subsidiary substantially all of the assets and liabilities currently
associated with the Technologies Business (as defined below) and the stock,
investments and similar interests currently held by FMC in subsidiaries and
other entities that conduct such business (the "Separation");
----------

WHEREAS, following the Separation, FMC and Subsidiary
currently contemplate that Subsidiary will make an initial public offering (the
"IPO") of Subsidiary common stock (the "Common Stock") that will reduce FMC's
---                                    ------------
ownership of Subsidiary on a fully-diluted basis to not less than 80.1 percent;

WHEREAS, FMC intends to distribute in the Spin-Off (as defined
below) all of its shares of Common Stock, on a pro rata basis, to the holders of
the common stock of FMC, subject to the terms and conditions of the Separation
Agreement;

WHEREAS, prior to consummating the Separation and the Spin-
Off, various FMC Affiliates and the Subsidiary Affiliates will have undertaken
the transactions contemplated by the Restructuring (as defined below) that are
designed to separate the Technologies Business from the Chemical Business (as
defined below), and Intermountain Research and Development Corporation, a
Wyoming corporation and a wholly-owned subsidiary of FMC, will distribute all of
the stock of FMC International A.G. ("FMC International"), a Swiss corporation,
to FMC (the "Internal Distribution");
---------------------

-1-

WHEREAS, the Separation, the Spin-Off, the Internal
Distribution and certain of the transactions involved in the Restructuring are
intended to qualify as tax-free reorganizations and distributions under Sections
368(a)(1)(D) and 355 of the Code;

WHEREAS, at the close of business on the day on which the 
Spin-Off occurs (the "Distribution Date"), the taxable year of Subsidiary shall
-----------------
close for U.S. federal income tax purposes; and

WHEREAS, in contemplation of the Spin-Off pursuant to which
Subsidiary and its domestic subsidiaries will cease to be members of the FMC
Group (as defined below), FMC and Subsidiary wish to set forth the principles
and responsibilities of the parties to this Agreement regarding the allocation
of Taxes (as defined herein) and other related liabilities and adjustments with
respect to Taxes, Proceedings (as defined herein) and other related Tax matters.

NOW, THEREFORE, in consideration of the premises and the
representations, covenants and agreements contained herein and intending to be
legally bound, the parties hereto hereby agree as follows:

Section 1.   Definitions. Capitalized terms not otherwise defined
-----------
herein shall have the meanings ascribed to such terms in the Separation
Agreement. As used in this Agreement, capitalized terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined).

"Acceptable Letter of Credit" shall mean a clean,
---------------------------
unconditional and irrevocable letter of credit in favor of FMC, issued or
confirmed for direct payment by a commercial bank that is a member of the New
York Clearinghouse Association and qualifies as "well capitalized" (as such term
is defined in section 325.103(b)(1) of the regulations of the Federal Deposit
Insurance Corporation (12 C.F.R. ss. 325.103(b)(1)) which shall (a) provide that
the issuing bank shall pay to FMC an amount up to the face amount thereof upon
presentation of only the letter of credit and a sight draft in the face amount,
(b) have an expiration date of not less than one year from its date of issuance
and provide for automatic renewal, without amendment, for an additional one year
term followed by consecutive periods of six (6) months, unless the issuing bank
sends written notice to FMC not less than one hundred and twenty (120) days
prior to the then expiration date of the letter of credit that it elects not to
have the same renewed (a "Non-Renewal Notice") and (c) otherwise be in a form
satisfactory to FMC.

"Actually Realized" or "Actually Realizes" means, for purposes
-----------------      -----------------
of determining the timing of the incurrence of any Income Tax Liability or the
realization of a Refund (or any related Tax Benefit (as defined below) or Tax
Detriment (as defined below)) by a Person in respect of any payment,
transaction, occurrence or event, the time at which the amount of Income Taxes
paid by such Person is increased above or reduced below the amount of Income
Taxes that such Person would have been required to pay but for such payment,
transaction, occurrence or event or, in the case of a cash refund, the date on
which such refund is actually received.

"Actually Utilized" means, with respect to a Tax Asset, that
-----------------
the Tax Asset reduced the amount of Taxes that such a Person would have been
required to pay but for such Tax Asset or, in the case of a cash refund, that
such refund was actually received.

-2-

"Aggregate Assumed Spin-Off Tax Liabilities" means (i) the sum
------------------------------------------
of the Assumed Spin-Off Tax Liabilities with respect to each relevant Taxing
Jurisdiction plus (ii) an amount equal to the amount of interest that would
accrue on the amount determined under clause (i) calculated at 110% of the
highest Underpayment Rate for U.S. corporations from the Distribution Date until
the date that is thirty months after the Distribution Date.

"Aggregate Spin-Off Tax Liabilities" means the sum of the 
----------------------------------
Spin-Off Disqualification Taxes with respect to each Taxing Jurisdiction.

"Agreement" has the meaning set forth in the Recitals.
---------

"Assumed Spin-Off Tax Liabilities" means, with respect to any
--------------------------------
Taxing Jurisdiction (as defined below), the product of (x) the excess of (A)
105% of the highest trading value of Common Stock during the five Business Days
following the Spin-Off over (B) the tax basis, per-share, in the Common Stock
held by FMC, (y) the number of shares of Common Stock held by FMC and
distributed in the Spin-Off and (z) the Taxing Jurisdiction's highest marginal
tax rate applicable to the taxable income of corporations on income of the
character subject to tax and indemnified against under this Agreement.

"Board Certification" shall mean a certified copy of a
-------------------
resolution of Subsidiary's Board of Directors in which the Board, after an
investigation of the facts and advice concerning the applicable law, finds and
warrants to FMC that (a) following the transaction at issue, Subsidiary or any
Subsidiary Affiliate will not have issued or agreed to issued (including, for
these purposes, any sale of or agreement to sell stock of Subsidiary or any
Subsidiary Affiliate by FMC or any FMC Affiliate) (i) more than 40% (by vote or
value), in the case of a Board Certification provided pursuant to Section
10(a)(1)(vi)(c) hereof or (ii) more than 35% (by vote or value), in the case of
a Board Certification provided pursuant to Section 10(a)(1)(vi)(d) hereof, of
its outstanding stock (determined immediately prior to the IPO) taking into
account all issuances of (and agreements to issue) Equity Securities (and
assuming the exercise of all such Equity Securities and the closing of all such
agreements) from the point in time immediately prior to the IPO to the date
immediately following such transaction, (b) if such transaction involves a
merger, Subsidiary will be the surviving entity and the merger will not be a
reverse subsidiary merger in which Subsidiary is the surviving entity and (c)
the facts and conclusions contained in the resolution will be true and correct
at the time the transaction at issue closes.

"Business Day" means any day other than a Saturday, a Sunday
------------
or a day on which banking institutions located in the State of Illinois are
authorized or obligated by law or executive order to close.

"Carryback" means the carryback of a Tax Attribute (including,
---------
without limitation, a net operating loss, a net capital loss or a tax credit) by
a member of the Subsidiary Group (as defined below) (i) from a Post-
Deconsolidation Period to a Straddle Period or a Pre-Deconsolidation Period or
(ii) from a Straddle Period to a Pre-Deconsolidation Period.

"Chemical Business" means all the businesses and operations
-----------------
(including related joint ventures and alliances) of FMC, other than the
Technologies Business.

"Code" means the United States Internal Revenue Code of 1986,
----
as amended.

-3-

"Combined Group" means a group of corporations or other
--------------
entities that files a Combined Return or a corporation or other entity that
files a Combined Return described in clause (ii) or clause (iii) of the
definition of "Combined Return."
---------------

"Combined Return" means any Tax Return with respect to Non-
---------------
Federal Taxes (i) filed on a consolidated, combined (including nexus
combination, worldwide combination, domestic combination, line of business
combination or any other form of combination) or unitary basis wherein
Subsidiary or one or more Subsidiary Affiliates join in the filing of such Tax
Return (for any taxable period or portion thereof) with FMC or one or more FMC
Affiliates, (ii) filed on a separate basis that includes Tax Items relating to,
or arising from, both the Technologies Business and the Chemical Business, or
(iii) pursuant to which Tax Items or Tax Assets of (A) FMC (or any FMC
Affiliate) are included on a separate Tax Return of Subsidiary (or any
Subsidiary Affiliate) or (B) Subsidiary (or any Subsidiary Affiliate) are
included on a separate Tax Return of FMC (or any FMC Affiliate).

"Common Stock" has the meaning set forth in the Recitals.
------------

"Consolidated Group" means an affiliated group of corporations
------------------
within the meaning of Section 1504(a) of the Code that files a Consolidated
Return.

"Consolidated Return" means any Tax Return with respect to
-------------------
Federal Income Taxes filed on a consolidated basis wherein Subsidiary or one or
more Subsidiary Affiliates join in the filing of such Tax Return (for any
taxable period or portion thereof) with FMC or one or more FMC Affiliates.

"Deconsolidation" means with respect to each Tax Return (i)
---------------
any event pursuant to which Subsidiary ceases to be a subsidiary corporation
includable in the Consolidated Return, (ii) any event pursuant to which neither
Subsidiary nor any Subsidiary Affiliate continues to be included in a Combined
Return which includes FMC and/or a FMC Affiliate, (iii) any event (including as
a result of transactions contemplated by the Restructuring) pursuant to which
Tax Items relating to, or arising from, both the Technologies Business and the
Chemical Business are no longer included on a Combined Return described in
clause (ii) of the definition of Combined Return or (iv) any event pursuant to
which a Tax Return described in clause (iii) of the definition of Combined
Return no longer includes Tax Items or Tax Assets of both FMC (or any FMC
Affiliate) and Subsidiary (or any Subsidiary Affiliate).

"Deconsolidation Date" means with respect to each Tax Return
--------------------
the day on which a Deconsolidation occurs.

"Deconsolidation Tax" means any Tax, resulting from a
-------------------
Deconsolidation, that results from the application of Section 1.1502-13 or
Section 1.1502-19 or any predecessor provision of the Treasury Regulations (or
any similar provision under Non-Federal Tax law).

"Distribution Date" has the meaning set forth in the Recitals.
-----------------

"Equity Securities" means any stock or other equity securities
-----------------
treated as stock for tax purposes, or options, warrants, rights, convertible
debt, or any other instrument or security that affords any Person the right,
whether conditional or otherwise, to acquire stock.

-4-

"Estimated Tax Installment Date" means the installment due
------------------------------
dates prescribed in Section 6655(c) of the Code (presently April 15, June 15,
September 15 and December 15).

"Federal Income Tax" means any Tax imposed under Subtitle A of
------------------
the Code or any other provision of United States federal Income Tax law
(including the Taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code),
and any interest, additions to Tax or penalties applicable or related thereto.

"Federal Tax" means any Tax imposed under the Code or
-----------
otherwise under United States federal Tax law.

"Fifty-Percent or Greater Interest" shall have the meaning
---------------------------------
ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

"Final Determination" means the final resolution of any Tax
-------------------
(or other matter) for a taxable period, including related interest or penalties,
that, under applicable law, is not subject to further appeal, review or
modification through proceedings or otherwise, including (1) by the expiration
of a statute of limitations or a period for the filing of claims for Refunds,
amending Tax Returns, appealing from adverse determinations, or recovering any
Refund (including by offset), (2) by a decision, judgment, decree, or other
order by a court of competent jurisdiction, which has become final and
unappealable, (3) by a closing agreement or an accepted offer in compromise
under Section 7121 or 7122 of the Code, or comparable agreements under laws of
other jurisdictions, (4) by execution of an Internal Revenue Service Form 870 or
870AD, or by a comparable form under the laws of other jurisdictions (excluding,
however, with respect to a particular Tax Item for a particular taxable period
any such form that reserves (whether by its terms or by operation of law) the
right of the taxpayer to file a claim for Refund and/or the right of the Tax
Authority to assert a further deficiency with respect to such Tax Item for such
period), or (5) by any allowance of a Refund or credit, but only after the
expiration of all periods during which such Refund or credit may be recovered
(including by way of offset).

"FMC" has the meaning set forth in the Recitals.
---

"FMC Affiliate" means any corporation or other entity in which
-------------
FMC owns more than fifty percent (50%) of the total combined voting power (at
any time after the completion of the Restructuring), other than Subsidiary or
any Subsidiary Affiliate.

"FMC Group" means the affiliated group of corporations as
---------
defined in Section 1504(a) of the Code, or similar group of entities as defined
under corresponding provisions of the laws of other jurisdictions, of which FMC
is the common parent, and any corporation or other entity which is a member of
such group for the relevant taxable period or portion thereof, but excluding any
member of the Subsidiary Group.

"FMC Subsidiaries" means all direct and indirect subsidiaries
----------------
of FMC other than Subsidiary and its subsidiaries.

"Income Tax" means (a) any Tax based upon, measured by, or
----------
calculated with respect to (1) net income or profits (including, without
limitation, any capital gains Tax, minimum Tax and any Tax on items of Tax
preference, but not including sales, use, real or personal

-5-

property, gross or net receipts, transfer or similar Taxes) or (2) multiple
bases if one or more of the bases upon which such Tax may be based, measured by,
or calculated with respect to, is described in clause (1) above, or (b) any
United States state or local franchise Tax.

"Income Tax Liability" means all liabilities for Income Taxes.
--------------------

"Indemnifiable Loss Deduction" has the meaning set forth in
----------------------------
Section 6.3(b) of this Agreement.

"Indemnified Loss" has the meaning set forth in Section 6.3(b)
----------------
of this Agreement.

"Indemnified Party" means any Person that has received or is
-----------------
seeking indemnification pursuant to the provisions of this Agreement.

"Indemnifying Party" means any party hereto from which any
------------------
Indemnified Party has received or is seeking indemnification pursuant to the
provisions of this Agreement.

"Independent Entity" has the meaning set forth in Section 8 of
------------------
this Agreement.

"Internal Distribution" has the meaning set forth in the
---------------------
Recitals.

"IPO" has the meaning set forth in the Recitals.
---

"IPO Date" means the date of the closing of the IPO in
--------
accordance with Article III of the Separation Agreement and the Underwriting
Agreements.

"Losses" has the meaning set forth in the Separation 
------
Agreement.

"Non-Federal Combined Tax" means any Non-Federal Tax with
------------------------
respect to which a Combined Return is filed.

"Non-Federal Separate Tax" means any Non-Federal Tax other
------------------------
than a Non-Federal Combined Tax.

"Non-Federal Tax" means any Tax other than a Federal Tax.
---------------

"Non-Renewal Notice" shall have the meaning set forth in the
------------------
definition of "Acceptable Letter of Credit."

"Option" means an option to acquire common stock, or other
------
equity-based incentives the economic value of which is designed to mirror that
of an option, including non-qualified stock options, discounted non-qualified
stock options, cliff options to the extent stock is issued or issuable (as
opposed to cash compensation), and tandem stock options to the extent stock is
issued or issuable (as opposed to cash compensation).

"Other Foreign Restructuring Tax" means any Tax, other than a
-------------------------------
Federal Tax, a United States state or local Tax or a Spin-Off Disqualification
Tax, resulting directly from a Secondary Restructuring.

-6-

"Payment Period" has the meaning set forth in Section 6.4 of
--------------
this Agreement.

"Person" means and includes any individual, partnership, joint
------
venture, limited liability company, corporation, association, joint stock
company, trust, unincorporated organization or similar entity or a governmental
authority or any department or agency or other unit thereof.

"Post-Deconsolidation Period" means any taxable period with
---------------------------
respect to a Consolidated Return or Combined Return, as the case may be, (i)
beginning with respect to Subsidiary and/or any Subsidiary Affiliate after a
Deconsolidation Date and/or (ii) the portion of the Straddle Period commencing
on the Deconsolidation Date.

"Pre-Deconsolidation Period" means any taxable period with
--------------------------
respect to a Consolidated Return or Combined Return, as the case may be, (i)
beginning with respect to Subsidiary and/or any Subsidiary Affiliate on or
before the Separation Date and on or before a Deconsolidation Date, and/or (ii)
the portion of the Straddle Period ending on the Deconsolidation Date.

"Pre-Restructuring Foreign Dividend" means (i) the payment of
----------------------------------
an actual dividend (as defined under U.S. Tax law) by a foreign Subsidiary
Affiliate to Subsidiary or Parent; (ii) a transaction which by its terms will
give rise to a deemed dividend under Section 956 of the Code; (iii) a
transaction by which a foreign Subsidiary Affiliate makes a distribution which
is treated as a return of capital (due to the absence of accumulated earnings
and profits for U.S. Tax purposes); or (iv) a transaction by which a foreign
Subsidiary Affiliate makes a distribution which for U.S. purposes is treated as
a distribution of previously taxed income (as defined in Section 959 of the
Code), in each case prior to or in connection with the Restructuring.

"Privilege" means any privilege that may be asserted under
---------
applicable law including any privilege arising under or relating to the 
attorney-client relationship (including the attorney-client and work product
privileges), the accountant-client privilege, and any privilege relating to
internal evaluation processes.

"Prime Rate" means, for any day, the rate of interest per
----------
annum established from time to time by The Chase Manhattan Bank as its prime
rate in effect on such day at its principal office in New York City, plus 150
basis points.

"Pro Forma Subsidiary Group Combined Return" means a pro forma
------------------------------------------
Non-Federal Combined Tax return or other schedule prepared pursuant to Section
4.3 of this Agreement.

"Pro Forma Subsidiary Group Consolidated Return" means a pro
----------------------------------------------
forma consolidated Federal Income Tax return or other schedule prepared pursuant
to Section 4.2 of this Agreement.

"Proceeding" means any assessment, audit, or other examination
----------
by any Tax Authority, relating to Taxes (including Refunds), whether
administrative or judicial, and any appeal of the foregoing.

-7-

"Qualified Tax Counsel" means a nationally recognized
---------------------
independent public accounting firm or law firm, which does not currently
represent Subsidiary or any Subsidiary Affiliate, as shall be agreed upon by FMC
and Subsidiary.

"Qualifying Pre-Restructuring Foreign Dividend" mean a Pre-
---------------------------------------------
Restructuring Foreign Dividend in connection with which an amount equal to such
Pre-Restructuring Foreign Dividend (net of any foreign withholding tax) is
remitted to Parent and, after the Restructuring, the obligation to repay such
amount, if any, is transferred to and assumed by, or remains with, Subsidiary.

"Refund" means any refund of Taxes, including any reduction in
------
Tax liabilities by means of a credit, offset or otherwise.

"Representatives" means with respect to any Person, any of
---------------
such Person's directors, officers, employees, agents, consultants, advisors,
accountants, attorneys and representatives.

"Restated Tax Saving Amount" has the meaning set forth in
--------------------------
Section 6.3(c) of this Agreement.

"Restriction Period" means the period beginning on the date
------------------
hereof and ending thirty (30) months after the Distribution Date.

"Restructuring" means the series of transactions contemplated
-------------
by the Separation Agreement relating to (i) any transfer or assignment of the
Technologies Business and any Technologies Subsidiary to Subsidiary and the
Subsidiary Affiliates, (ii) any transfer or assignment of the Chemical Business
and any FMC Subsidiary from Subsidiary and the Subsidiary Affiliates and (iii)
any other transaction undertaken to restructure or separate the Technologies
Business and the Technology Subsidiaries, on the one hand, and the Chemical
Business and the FMC Subsidiaries, on the other hand, in connection with the
IPO; provided, however, that the Internal Distribution and the Spin-Off shall
--------  -------
not be treated as part of the Restructuring.

"Restructuring Tax" means any Tax resulting from the
-----------------
Restructuring imposed upon FMC or any FMC Affiliate or Subsidiary or any
Subsidiary Affiliate; provided that, such term shall not refer to any Spin-Off
Disqualification Tax.

"Ruling" means (a) the initial private letter ruling, if any,
------
issued by the Service in connection with the Spin-Off and/or the Internal
Distribution (and, in each case, any related transactions) or (b) any similar
ruling issued by any Tax Authority other than the Service in connection with the
Spin-Off and/or the Internal Distribution (and, in each case, any related
transactions).

"Ruling Documents" means (a) the request for the Ruling
----------------
submitted to the Service, together with the appendices and exhibits thereto and
any supplemental filings or other materials subsequently submitted to the
Service, in connection with the Spin-Off and/or the Internal Distribution (and,
in each case, any related transactions) or (b) any similar filings submitted to
any other Tax Authority in connection with the Spin-Off and/or the Internal
Distribution (and, in each case, any related transactions).

-8-

"Secondary Restructuring" means (a) a secondary public
-----------------------
offering pursuant to which FMC sells shares of Common Stock or (b) a Spin-Off.

"Separate Return" means any Tax Return with respect to Non-
---------------
Federal Separate Taxes filed by FMC, Subsidiary, or any of their respective
affiliates.

"Separation" has the meaning set forth in the Recitals.
----------

"Separation Agreement" has the meaning set forth in the
--------------------
Recitals.

"Separation Date" means the date on which the Separation
---------------
occurs.

"Service" means the Internal Revenue Service or any successor
-------
agency or authority.

"Spin-Off" means any distribution (or exchange) by FMC or any
--------
FMC Affiliate, with respect to its stock, of the stock of Subsidiary (or any
successor corporation or corporation which owns stock of Subsidiary) in a
transaction intended to qualify under Section 355 of the Code.

"Spin-Off Disqualification Tax" means any Taxes (and other
-----------------------------
costs, liabilities, expenses or damages) imposed upon or incurred by FMC or any
FMC Affiliate or Subsidiary or any Subsidiary Affiliate that are attributable
to, or result from, the failure of the Spin-Off and/or the Internal Distribution
to qualify under Section 355 of the Code (including, without limitation, any Tax
attributable to the application of Section 355(d), Section 355(e) or Section
355(f) of the Code to the Spin-Off and/or the Internal Distribution) or
corresponding provisions of the laws of other jurisdictions. Each Tax referred
to in the immediately preceding sentence shall be determined using the highest
statutory marginal corporate income Tax rate for the relevant taxable period (or
portion thereof).

"Straddle Period" means any taxable period with respect to a
---------------
Consolidated Return or Combined Return, as the case may be, beginning with
respect to Subsidiary and/or any Subsidiary Affiliate on or before the
Deconsolidation Date and ending after the Deconsolidation Date.

"Subsidiary" has the meaning set forth in the Recitals.
----------

"Subsidiary Affiliate" means (i) any corporation or other
--------------------
entity in which Subsidiary owns directly or indirectly more than fifty percent
(50%) of the total combined voting power (at any time after the completion of
the Restructuring), (ii) any non-stock entity such as a contractual joint
venture, alliance, consortium or similar entity in which the Technology
Businesses have participated and (iii) any of the entities listed on Exhibit A
hereto.

"Subsidiary Group" means the affiliated group of corporations
----------------
as defined in Section 1504(a) of the Code, or similar group of entities as
defined under corresponding provisions of the laws of other jurisdictions
following the completion of the Restructuring, of which Subsidiary would be the
common parent if it were not a subsidiary of FMC, and any corporation 

-9-

or other entity which would be a member of such group for the relevant taxable
period or portion thereof.

"Subsidiary Group Combined Tax Liability" means, with respect
---------------------------------------
to any taxable period, the Subsidiary Group's liability for Non-Federal Combined
Taxes as determined under Section 4.3 of this Agreement.

"Subsidiary Group Federal Income Tax Liability" means, with
---------------------------------------------
respect to any taxable period, the Subsidiary Group's liability for Federal
Income Taxes as determined under Section 4.2 of this Agreement.

"Subsidiary IPO Tax Return" has the meaning set forth in
-------------------------
Section 9.2(a) of this Agreement.

"Subsidiary Restructuring Tax Return" has the meaning set
-----------------------------------
forth in Section 9.2(b) of this Agreement.

"Supplemental Ruling" means (a) any private letter ruling
-------------------
(other than the Ruling) issued by the Service in connection with the Spin-Off
and/or the Internal Distribution (and, in each case, any related transactions)
or (b) any similar ruling issued by any Tax Authority other than the Service in
connection with the Spin-Off and/or the Internal Distribution (and, in each
case, any related transactions).

"Supplemental Ruling Documents" means (a) the request for the
-----------------------------
Supplemental Ruling submitted to the Service, together with the appendices and
exhibits thereto and any supplemental filings or other materials subsequently
submitted to the Service, in connection with the Spin-Off and/or the Internal
Distribution (and, in each case, any related transactions) or (b) any similar
filings submitted to any other Tax Authority in connection with the Spin-Off
and/or the Internal Distribution (and, in each case, any related transactions).

"Tax" means any charges, fees, levies, imposts, duties, or
---
other assessments of a similar nature, including income, alternative or add-on
minimum, gross receipts, profits, lease, service, service use, wage, wage
withholding, employment, workers compensation, business occupation, occupation,
premiums, environmental, estimated, excise, employment, sales, use, transfer,
license, payroll, franchise, severance, stamp, occupation, windfall profits,
withholding, social security, unemployment, disability, ad valorem, highway use,
commercial rent, capital stock, paid up capital, recording, registration,
property, real property gains, value added, business license, custom duties, or
other tax or governmental fee of any kind whatsoever, imposed or required to be
withheld by any Tax Authority including any interest, additions to tax, or
penalties applicable or related thereto.

"Tax Asset" means any Tax Item that could reduce a Tax,
---------
including, without limitation, a net operating loss, net capital loss,
investment tax credit, foreign tax credit, charitable deduction or credit
related to alternative minimum tax or any other Tax credit.

"Tax Attribute" means a consolidated net operating loss, a
-------------
consolidated net capital loss, a consolidated unused investment credit, a
consolidated unused foreign tax credit, or a consolidated excess charitable
contribution (as such terms are used in Treasury Regulations 

-10-

1.1502-79 and 1.1502-79A), or a U.S. federal minimum tax credit or U.S. federal
general business credit (but not tax basis or earnings and profits) that arises
in a Pre-Deconsolidation Period (including the taxable period in which the
Deconsolidation Date occurs) and can be carried to a taxable period ending after
the Deconsolidation Date.

"Tax Authority" means a governmental authority (foreign or
------------- 
domestic) or any subdivision, agency, commission or authority thereof or any
quasi-governmental or private body having jurisdiction over the assessment,
determination, collection or imposition of any Tax (including, without
limitation, the Service).

"Tax Benefit" means a reduction in the Tax liability (or,
----------- 
without duplication, the increase in any Refund) of a taxpayer (or the
affiliated group of which it is a member) for any taxable period. Except as
otherwise provided in this Agreement, a Tax Benefit shall be deemed to have been
realized or received from a Tax Item in a taxable period only if and to the
extent that the Tax liability of the taxpayer (or of the affiliated group of
which it is a member) for such period, after taking into account the effect of
the Tax Item on the Tax liability of such taxpayer in the current period and all
other prior periods, is less than it would have been if such Tax liability were
determined without regard to such Tax Item.

"Tax Detriment" means an increase in the Tax liability (or,
-------------
without duplication, the reduction in any Refund) of a taxpayer (or the
affiliated group of which it is a member) for any taxable period. Except as
otherwise provided in this Agreement, a Tax Detriment shall be deemed to have
been realized or received from a Tax Item in a taxable period only if and to the
extent that the Tax liability of the taxpayer (or of the affiliated group of
which it is a member) for such period, after taking into account the effect of
the Tax Item on the Tax liability of such taxpayer in the current period and all
other prior periods, is greater than it would have been if such Tax liability
were determined without regard to such Tax Item.

"Tax-Free Status" means the qualification of (A) the Spin-Off
---------------
(i) as a transaction described in Sections 355(a)(1) and 368(a)(1)(D) of the
Code, (ii) as a transaction in which the stock distributed thereby is qualified
property for purposes of section 355(c)(2) of the Code, and (iii) as a
transaction in which FMC recognizes no income or gain other than intercompany
items or excess loss accounts taken into account pursuant to applicable Treasury
Regulations promulgated pursuant to Section 1502 of the Code and (B) the
Internal Distribution (i) as a transaction described in Sections 355(a)(1) and
368(a)(1)(D) of the Code, (ii) as a transaction in which the stock distributed
thereby is qualified property for purposes of section 355(c)(2) of the Code, and
(iii) as a transaction in which FMC recognizes no income or gain other than
intercompany items or excess loss accounts taken into account pursuant to
applicable Treasury Regulations promulgated pursuant to Section 1502 of the
Code.

"Tax Item" means any item of income, gain, loss, deduction or
--------
credit, or other attribute that may have the effect of increasing or decreasing
any Tax.

"Tax-Related Losses" means (without duplication):
------------------

(i)   the Aggregate Spin-Off Tax Liabilities,

-11-

(ii)  all accounting, legal and other professional fees,
and court costs incurred in connection with any settlement, Final Determination,
judgment or other determination with respect to such Aggregate Spin-Off Tax
Liabilities, and

(iii) all costs, expenses and damages associated with
stockholder litigation or controversies and any amount paid by FMC or Subsidiary
in respect of the liability of shareholders, whether paid to shareholders or to
the Service or any other Tax Authority payable by FMC or Subsidiary or their
respective Affiliates, in each case, resulting from the failure of the Spin-Off
and/or the Internal Distribution to qualify for Tax-Free Status.

"Tax Return" means any return, report, certificate, form or
---------- 
similar statement or document (including, any related or supporting information
or schedule attached thereto and any information return, amended Tax Return,
claim for Refund or declaration of estimated tax) required to be supplied to, or
filed with, a Tax Authority in connection with the determination, assessment or
collection of any Tax or the administration of any laws, regulations or
administrative requirements relating to any Tax.

"Tax Saving Amount" has the meaning set forth in Section
----------------- 
6.3(b) of this Agreement.

"Taxing Jurisdiction" means the United States and each and
-------------------                
every other government or governmental unit (foreign and domestic) having
jurisdiction to tax any of FMC, the FMC Affiliates, Subsidiary and the
Subsidiary Affiliates.

"Technologies Business" has the meaning set forth in the
---------------------
Separation Agreement.

"Technologies Subsidiaries" has the meaning set forth in the
------------------------- 
Separation Agreement.

"Treasury Regulations" means the final, temporary and proposed
-------------------- 
income tax regulations promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of succeeding
regulations).

"Underpayment Rate" means the annual rate of interest
----------------- 
described in Section 6621(c) of the Code for large corporate underpayments of
Income Tax (or similar provision of state, local, or foreign Income Tax law, as
applicable), as determined from time to time.

"Underwriting Agreements" has the meaning set forth in the
-----------------------
Separation Agreement.

"Unqualified Tax Opinion" means an unqualified "will" opinion
-----------------------   
of Qualified Tax Counsel on which FMC may rely, in form and substance reasonably
acceptable to FMC (and in determining whether an opinion is reasonably
acceptable, FMC may consider, among other factors, the appropriateness of any
underlying assumptions and management's representations if used as a basis for
the opinion) to the effect that a transaction (taking into account all prior
transactions and agreements during the Restriction Period) will not disqualify
the Spin-Off from Tax-Free Status, assuming that the Spin-Off would have
qualified for Tax-Free Status if such transaction did not occur.

-12-

Section 2.     Filing and Preparation of Tax Returns
------------------------------------- 

2.1    In General. (a) Except to the extent provided in Sections
2.2(c) and (d) of this Agreement, FMC shall have the sole and exclusive
responsibility for the preparation and filing of, and shall prepare and file or
cause to be prepared and filed: (1) all Consolidated Returns and (2) all
Combined Returns. Notwithstanding the immediately preceding sentence, Subsidiary
shall (subject to Section 2.2(b) of this Agreement) be responsible for preparing
and filing, and shall prepare and file or cause to be prepared and filed, any
Combined Return of Subsidiary or any Subsidiary Affiliate described in clause
(ii) or clause (iii)(A) of the definition of "Combined Return."

(b)  Except as otherwise provided in Section 2.1(a) and
Section 2.2 of this Agreement, Subsidiary shall have the sole and exclusive
responsibility for the preparation and filing of, and shall prepare and file or
cause to be prepared and filed, all Tax Returns of Subsidiary and any Subsidiary
Affiliate; provided that, without limiting FMC's rights contained elsewhere in
this Agreement or limiting Subsidiary's obligations under this Agreement, if FMC
owns (or at any time during the taxable period to which such Tax Return relates
owned) a Fifty-Percent or Greater Interest in the outstanding stock of
Subsidiary, Subsidiary shall, at the request of FMC, submit such Tax Returns to
FMC (no later than forty (40) Business Days prior to the due date for the filing
of such Tax Returns (taking into account applicable extensions)) for FMC's
review and approval, which approval shall not be unreasonably withheld.
Subsidiary shall, at its expense, promptly provide FMC with such information and
documentation as FMC shall reasonably request in connection with such review and
approval.

(c)  Within thirty (30) Business Days from the Separation
Date, Subsidiary shall provide Parent with a completed year-end reporting
package (containing such information and in such form as FMC shall direct) for
the period January 1, 2001 through the Separation Date.

(d)  Within thirty (30) Business Days from the Distribution
Date, Subsidiary shall provide Parent with a completed year-end reporting
package (containing such information and in such form as FMC shall direct) for
the period through the Distribution Date.

(e)  Within ten (10) Business Days of the end of the 2001
calendar year, Subsidiary shall provide Parent with such supplemental Tax
information (containing such information and in such form as FMC shall direct)
as Parent shall reasonably request for completion of its annual financial
statements.

2.2    Manner of Preparing and Filing Tax Returns. (a) All Tax
Returns filed after the date of this Agreement by FMC, any FMC Affiliate,
Subsidiary or any Subsidiary Affiliate shall be (1) prepared in a manner that is
consistent with (i) Sections 5.1 and 5.2 of this Agreement and (ii) any Ruling
Documents, Supplemental Ruling Documents, Ruling or Supplemental Ruling, and (2)
filed on a timely basis (taking into account applicable extensions) by the party
responsible for such filing under Section 2.1 of this Agreement.

(b)  Subject to Sections 2.2(c) and (d) of this Agreement,
FMC shall have the exclusive right, in its sole discretion, with respect to any
Tax Return described in Sec-

-13-

tion 2.1(a) of this Agreement (without regard to which party is responsible for
preparing and filing such Tax Return) to determine (1) the manner in which such
Tax Return shall be prepared and filed, including the elections, methods of
accounting, positions, conventions and principles of taxation to be used and the
manner in which any Tax Item shall be reported, (2) whether any extensions may
be requested, (3) the elections that will be made or revoked by FMC, each FMC
Affiliate, Subsidiary, and each Subsidiary Affiliate on such Tax Return, (4)
whether any amended Tax Returns shall be filed, (5) whether any claims for
Refund shall be made, (6) whether any Refunds shall be paid by way of refund or
credited against any liability for the related Tax, and (7) whether to retain
outside firms to prepare or review such Tax Return, whom to retain for such
purpose and the scope of any such retention.

(c)  Subsidiary shall, at its expense, be responsible for
preparing (or causing to be prepared) and shall provide to FMC (or cause to be
so provided), all information that FMC shall reasonably request, in such form as
FMC shall reasonably request (including in the form of Pro Forma Subsidiary
Group Consolidated Returns and Pro Forma Subsidiary Group Combined Returns),
relating to the rights and obligations of FMC with respect to Taxes and Tax
Returns hereunder, including any such information so requested to enable FMC to
prepare the Tax Returns that it is required to prepare under Section 2.1 and
allocate Taxes as required by this Agreement (which information shall be
provided by Subsidiary promptly after it is requested but in any event no later
than forty (40) Business Days prior to the due date (taking into account
extensions) of such Tax Return). Without limiting the generality of the
foregoing, Subsidiary shall, at its expense, prepare (or cause to be prepared)
the portions of the Consolidated Returns and Combined Returns (including making
any related elections and submitting any consents) that relate exclusively to
Subsidiary or any Subsidiary Affiliate or the Technologies Business. Subsidiary
shall submit (1) any portions of the Tax Returns referred to in the immediately
preceding sentence or (2) any Combined Return referred to in the last sentence
of Section 2.1(a) of this Agreement to FMC at least forty (40) Business Days (or
such shorter period as agreed to by FMC) prior to the due date for the filing of
such Tax Returns (taking into account applicable extensions) for FMC's review
and approval. Subsidiary shall provide FMC, each time that it delivers the
portion of a Consolidated Return or Combined Return for which it is responsible
pursuant to this Section 2.2(c) or any Combined Return referred to in the last
sentence of Section 2.1(a) of this Agreement, with a statement executed by an
officer of Subsidiary stating that there is substantial authority (within the
meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to
United States federal, state and local Tax Returns or similar appropriate
authoritative support with respect to any Tax Return other than United States
federal, state and local Tax Returns for each of the positions set forth on such
portion of the Tax Return or such Combined Return. Notwithstanding any other
provisions of this Agreement, Subsidiary shall use reasonable efforts to respond
promptly to specific questions from FMC concerning tax matters with respect to
which Subsidiary could reasonable be expected to have relevant information.

(d)  Subsidiary shall have the right to request that FMC file an
amended Tax Return or claim for Refund relating to the portion of any
Consolidated Return or Combined Return which Subsidiary is responsible for
preparing under Section 2.2(c) of this Agreement or any Tax Item on any other
Consolidated Return or Combined Return that relates exclusively to the
Technologies Business, but only if such amended Tax Return would include
aggregate adjustments relating to Subsidiary and Subsidiary Affiliates in excess
of $5 million of Tax. Subsidiary shall be responsible for preparing the portion
of any such amended Tax Return

-14-

or claim for Refund relating to (i) the portion of the Consolidated Return or
Combined Return which Subsidiary is responsible for preparing under Section
2.2(c) of this Agreement or (ii) the Tax Item on any other Consolidated Return
or Combined Return that relates exclusively to the Technologies Business.
Subsidiary shall submit such portion of the amended Tax Return or claim for
Refund to FMC no later than forty (40) Business Days prior to the due date for
filing such amended Tax Return or claim for Refund for FMC's review, approval
and determination as to whether to honor such request and file such amended Tax
Return or claim for Refund.

(e)  In the event that a Tax Item affects a Tax Return
described in Section 2.1(a) of this Agreement and also affects a Tax Return
described in Section 2.1(b) of this Agreement that is filed after the date of
this Agreement, the filing party shall conform the treatment of such Tax Item in
any Tax Return described in Section 2.1(b) of this Agreement to the treatment of
such Tax Item in the applicable Tax Return described in Section 2.1(a) of this
Agreement.

(f)  Without limiting the generality of the foregoing
provisions of this Section 2, consistent with Section 6038 of the Code and
Treasury Regulation 1.6038-2(j)(1), Parent and Subsidiary agree specifically
that Subsidiary shall be responsible for the filing of all Forms 5471 (including
all related schedules, statements and forms) for tax year 2001 for all foreign
Subsidiary Affiliates which were, after the Restructuring, directly or
indirectly owned by Subsidiary. Subsidiary shall provide to the Parent proof of
the filing of all such Forms 5471 on or before the due date (including
extensions) of the Parent's Tax return for the period which includes the
Distribution Date.

2.3  Agent. Subject to the other applicable provisions of this
Agreement, Subsidiary hereby irrevocably designates, and agrees to cause each
Subsidiary Affiliate to so designate, FMC as its sole and exclusive agent and
attorney-in-fact to take such action (including execution of documents) as FMC,
in its sole discretion, may deem appropriate in any and all matters (including
Proceedings) relating to any Tax Return described in Section 2.1(a) of this
Agreement. In furtherance of the immediately prior sentence, Subsidiary shall,
if requested by FMC, (i) execute (or cause to be executed) powers-of-attorney
and (ii) shall appoint (or cause to be appointed) one or more employees of FMC
or an FMC Affiliate as an officer of Subsidiary or a Subsidiary Affiliate.
Notwithstanding the foregoing, FMC shall not exercise its rights as attorney-in-
fact or permit any employee of FMC appointed as such an officer to exercise such
officer's rights in any manner that is inconsistent with the rights granted to
Subsidiary under this Agreement and nothing in this Section 2.3 shall limit
Subsidiary's rights under this Agreement.

Section 3. Payment of Taxes to Tax Authorities
-----------------------------------

3.1  Federal Income Taxes. FMC shall pay (or cause to be paid) to
the Service all Federal Income Taxes with respect to any Consolidated Return due
and payable for all Pre-Deconsolidation Periods.

3.2  Non-Federal Combined Taxes. FMC shall pay (or cause to be
paid) to the appropriate Tax Authorities all Non-Federal Combined Taxes with
respect to any Combined Return due and payable for all Pre-Deconsolidation
Periods, provided that, with respect to those Tax Returns described in clauses
(ii) and (iii) of the definition of "Combined Return," (1) FMC

-15-

shall pay (or cause to be paid) to the appropriate Tax Authorities all Taxes due
with respect to any Tax Return of FMC (or any FMC Affiliate) and (2) Subsidiary
shall pay (or cause to be paid) to FMC or the appropriate Tax Authorities all
Taxes due with respect to any Tax Return of Subsidiary (or any Subsidiary
Affiliate).

3.3  Non-Federal Separate Taxes. Subsidiary shall pay (or cause
to be paid) to the appropriate Tax Authorities all Non-Federal Separate Taxes of
Subsidiary or any Subsidiary Affiliate and shall have no claim against FMC or
any FMC Affiliate for any such Non-Federal Separate Taxes. FMC shall pay (or
cause to be paid) to the appropriate Tax Authorities all Non-Federal Separate
Taxes of FMC or any FMC Affiliate and shall have no claim against Subsidiary or
any Subsidiary Affiliate for any such Non-Federal Separate Taxes.

3.4  Other Federal Taxes. The parties shall each pay (or cause to
be paid) to the appropriate Tax Authorities all of their respective Federal
Taxes (excluding Federal Income Taxes for Pre-Deconsolidation Periods which are
governed by Section 3.1 of this Agreement).

Section 4.  Allocation of Taxes
-------------------               

4.1  Subsidiary Liability for Federal Income Taxes and Non-
Federal Combined Taxes. Except as otherwise provided in Sections 9, 10, 11 and
12 of this Agreement, for each Pre-Deconsolidation Period, Subsidiary shall be
liable for and shall pay to FMC an amount equal to the sum of the Subsidiary
Group Federal Income Tax Liability and the Subsidiary Group Combined Tax
Liability for such taxable period.

4.2  Subsidiary Group Federal Income Tax Liability. Except as
otherwise provided in Sections 9, 10, 11 and 12 of this Agreement, with respect
to each Pre-Deconsolidation Period, the Subsidiary Group Federal Income Tax
Liability for such taxable period shall be the Subsidiary Group's liability for
Federal Income Taxes for such taxable period, as determined on a Pro Forma
Subsidiary Group Consolidated Return prepared:

(a)  on a basis consistent (including consistency with the
manner and principles of preparation contained in Section 2) with the
preparation of the Consolidated Return for such period, determined by including
only Tax Items of members of the Subsidiary Group which are included in the
Consolidated Return and by allocating Tax Assets to the Subsidiary Group to the
extent that the Tax Asset was created by a member of the Subsidiary Group and
such Tax Asset was Actually Utilized on the relevant Consolidated Return; and

(b)  applying the highest statutory marginal corporate
income Tax rate in effect for such taxable period (or portion thereof).

4.3  Subsidiary Group Combined Tax Liability. Except as otherwise
provided in Sections 9, 10, 11 and 12 of this Agreement, with respect to any 
Pre-Deconsolidation Period, the Subsidiary Group Combined Tax Liability shall be
the sum for such taxable period of the Subsidiary Group's liability for each 
Non-Federal Combined Tax, as determined on Pro Forma Subsidiary Group Combined
Returns prepared in a manner consistent with the principles and procedures set
forth in Section 4.2 hereof. The Pro Forma Subsidiary Group Combined Returns
relating to Tax Returns described in clauses (ii) and (iii) of the definition of
"Combined

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Return" shall be prepared by including only Tax Items and Tax Assets relating to
or arising from the Technologies Business.

4.4  Cooperation. (a) Subsidiary shall prepare (or, if requested
by FMC, Subsidiary and FMC shall jointly prepare) any Pro Forma Subsidiary Group
Consolidated Returns and Pro Forma Subsidiary Group Combined Returns. FMC and
Subsidiary agree to cooperate in good faith in connection with the preparation
of such pro forma Tax Returns and agree to make reasonably available any
documents, information or employees in connection therewith.

(b)  The Pro Forma Subsidiary Group Consolidated Returns and
Pro Forma Subsidiary Group Combined Returns shall be completed no later than
fifty (50) Business Days following the date on which the related Consolidated
Return or Combined Return, as the case may be, is filed with the appropriate Tax
Authority. Any disputes relating to the reporting of any Tax Item on the pro
forma Tax Returns that have not been resolved within the fifty (50) Business Day
period referred to in the immediately preceding sentence shall be referred to
the Independent Entity, in accordance with the principles and procedures set
forth in Section 8 of this Agreement, but nothing in this Section 4.4 shall
limit any of FMC's rights under this Agreement, including FMC's right to approve
certain Tax Returns and to require compliance with Section 2.2(b) and the other
terms of this Agreement.

4.5  Tax Sharing Installment Payments. (a) Federal Income Taxes.
Not later than five (5) Business Days prior to each Estimated Tax Installment
Date with respect to any Pre-Deconsolidation Period (including the Straddle
Period), the parties shall determine under the principles of Section 6655 of the
Code the estimated amount of the related installment of the Subsidiary Group
Federal Income Tax Liability. Subsidiary shall pay to FMC no later than two (2)
Business Days before such Estimated Tax Installment Date the amount thus
determined.

(b)  Non-Federal Combined Taxes. (1) FMC Tax Returns. FMC
shall, in connection with any installment payment (payable with respect to any
Combined Return filed by FMC) with respect to Non-Federal Combined Taxes for any
Pre-Deconsolidation Period, determine the estimated amount of the related
installment of the Subsidiary Group Combined Tax Liability. Within the first ten
(10) Business Days of any month, FMC may provide Subsidiary with a written
statement setting forth amounts FMC believes are owed by Subsidiary in
connection with any installment payments with respect to Non-Federal Combined
Taxes made by FMC for the immediately preceding month and any other month for
which a statement has not previously been provided by FMC. Subsidiary shall pay
the amounts set forth on any statement within five (5) Business Days following
the receipt of such statement.

(2)  Subsidiary Tax Returns. Subsidiary shall, in connection with
any installment payment (payable with respect to any Combined Return prepared
and filed by Subsidiary) with respect to Non-Federal Combined Taxes for any Pre-
Deconsolidation Period, consistent with past practice, determine the estimated
amount of the related installment of the Subsidiary Group Combined Tax
Liability. Within the first ten (10) Business Days of any month, Subsidiary may
provide FMC with a written statement setting forth amounts Subsidiary believes
are owed by FMC in connection with any installment payments with respect to Non-
Federal Combined Taxes made by Subsidiary for the immediately preceding month
and any other month for which a statement has not previously been provided by
Subsidiary. The amount payable by

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FMC pursuant to the immediately preceding sentence shall equal the aggregate
amount of the installment payment made by Subsidiary less the estimated amount
of the Subsidiary Group Combined Tax Liability related to such installment as
determined in the first sentence of this Section 4.5(b)(2). FMC shall pay the
amounts set forth on any statement within five (5) Business Days following the
receipt of such statement.

4.6  Tax Sharing True-Up Payments. (a) Federal Income Taxes. Not
later than fifteen (15) Business Days following the completion of any Pro Forma
Subsidiary Group Consolidated Return, Subsidiary shall pay to FMC, or FMC shall
pay to Subsidiary, as appropriate, an amount equal to the difference, if any,
between the Subsidiary Group Federal Income Tax Liability for the Pre-
Deconsolidation Period and the aggregate amount paid by Subsidiary with respect
to such period under Section 4.5(a) of this Agreement.

(b)  Non-Federal Combined Taxes. Not later than fifteen (15)
Business Days following the completion of any Pro Forma Subsidiary Group
Combined Return, Subsidiary shall pay to FMC, or FMC shall pay to Subsidiary, as
appropriate, an amount equal to the difference, if any, between the Subsidiary
Group Combined Tax Liability for the Pre-Deconsolidation Period and the amounts
paid by Subsidiary with respect to such period under Sections 4.5(b)(1) and (2)
of this Agreement. For purposes of this Section 4.6(b), the amounts paid by
Subsidiary under (i) Section 4.5(b)(1) shall be the amounts paid to FMC and (ii)
Section 4.5(b)(2) shall be the amounts paid to the relevant Tax Authority less
any amounts received from FMC.

4.7  Redetermination Amounts. Except as otherwise provided in
Sections 9, 10, 11 and 12 of this Agreement, for any Pre-Deconsolidation Period,
in the event of a redetermination of any Tax Item of any member of a
Consolidated Group or Combined Group as a result of a Final Determination, the
filing of a claim for Refund or the filing of an amended Tax Return pursuant to
which Taxes are paid to a Tax Authority or a Refund of Taxes is received from a
Tax Authority, FMC and Subsidiary shall prepare jointly, in accordance with the
principles and procedures set forth in this Section 4, revised Pro Forma
Subsidiary Group Consolidated Returns and/or revised Pro Forma Subsidiary Group
Combined Returns, as appropriate, to reflect the redetermination of such Tax
Item as a result of such Final Determination, filing of a claim for Refund or
filing of an amended Tax Return. Following the preparation of such revised pro
forma Tax Returns, FMC's and Subsidiary's payment obligations shall be
redetermined. A party hereto that is liable pursuant to this Section 4.7 to make
a payment by reason of a redetermination to another party hereto shall make such
payment with interest thereon, computed at the Underpayment Rate, from the due
date for filing such Tax Return for which the Tax liabilities were redetermined
until the date of payment pursuant to this Section 4.7 (but without duplication
of the amount of interest included in the Tax liabilities as so redetermined).
Such payment shall be made no later than five (5) Business Days prior to the
date that payment is due to the relevant Tax Authority by reason of such
redetermination. Notwithstanding anything herein to the contrary, for purposes
of this Agreement the Subsidiary shall be deemed to exist and deemed to be the
common parent for the Subsidiary Group for all periods prior the Restructuring
that the Technologies Business (as that term is defined in the Separation and
Distribution Agreement) or any part thereof operated as divisions of Parent.

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4.8  Payment of Taxes for Post-Deconsolidation Periods.
Except as otherwise provided in this Agreement, FMC shall pay or cause to be
paid all Taxes and shall be entitled to receive and retain all Refunds of Taxes
with respect to Tax Returns relating to Post-Deconsolidation Periods for which
FMC has filing responsibility, including filing responsibility under this
Agreement. Except as otherwise provided in this Agreement, Subsidiary shall pay
or cause to be paid all Taxes and shall be entitled to receive and retain all
Refunds of Taxes with respect to Tax Returns relating to Post-Deconsolidation
Periods for which Subsidiary has filing responsibility, including under this
Agreement.

4.9  Special Rules For Allocating Taxes. (a) Closing of Tax
Years. For U.S. federal Income Tax purposes, the taxable year of the Subsidiary
Group shall end as of the close of the Deconsolidation Date with respect to
Subsidiary and, with respect to all other Income Taxes, FMC (or the appropriate
member of the FMC Group) and Subsidiary (or the appropriate member of the
Subsidiary Group) shall, unless prohibited by applicable law, take all action
necessary or appropriate to close the taxable period of the members of the
Subsidiary Group as of the close of such Deconsolidation Date. Neither any
member of the FMC Group nor any member of the Subsidiary Group shall take any
position inconsistent with the preceding sentence on any Income Tax Return. If a
Person is permitted but not required under applicable state, local or foreign
income tax laws to treat the Deconsolidation Date as the last day of a taxable
period, then the parties shall cause such Person to treat that day as the last
day of a taxable period.

(b)  Partnership and Flowthrough Entities. In the case
of any Income Tax Liability of any member of the FMC Group or the Subsidiary
Group which is attributable to the ownership by such member of an equity
interest in a partnership or other "flowthrough" entity for Income Tax purposes,
such allocation shall be made as if the taxable period of such partnership or
other "flowthrough" entity ended as of the close of the Deconsolidation Date;
provided that to the extent that the information necessary to compute such
allocation on the basis of an interim closing of the books of such "flowthrough"
entity is not available to FMC or Subsidiary, such allocation shall be made
between the period ending on the Deconsolidation Date and the period after the
Distribution Date in proportion to the number of days in each such period.

4.10 Separate Agreements. Notwithstanding any other
provision of this Agreement, in the event that there is a conflict between the
provisions of this Agreement governing the payment or allocation of Taxes and
any separate written agreement entered into in connection with the Restructuring
(including the Separation Agreement) regarding the payment or allocation of
Taxes, such separate agreement shall control.

Section 5.  Tax Attributes
--------------         

5.1  Allocation of Tax Items. (a) In General. All Tax
computations for (i) any Pre-Deconsolidation Period ending on a Deconsolidation
Date, (ii) the immediately following taxable period of Subsidiary or any
Subsidiary Affiliate and (iii) any Straddle Period, shall be made pursuant to
the principles of Section 1.1502-76(b) of the Treasury Regulations or of a
corresponding provision under the laws of other jurisdictions and, to the extent
possible, in a manner consistent with the principles set forth in Section 4.2(a)
of this Agreement.

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(b)  Reattribution. In the event of a Deconsolidation, FMC
may, at its option, elect to reattribute to itself certain Tax Items of the
Subsidiary Group pursuant to Section 1.1502-20(g) of the Treasury Regulations.
If FMC makes such election, Subsidiary shall comply with the requirements of
Section 1.1502-20(g)(5) of the Treasury Regulations.

5.2  Allocation of Tax Assets. Subject to Section 5.1(b), to the
extent permitted by applicable law, following any Deconsolidation, the relevant
Tax Assets with respect to the Consolidated Group or Combined Group, as the case
may be, shall be allocated in accordance with the principles and procedures
applied in determining the allocation of Tax Assets between Parent and
Subsidiary for purposes of the financial statements included in the Form S-1
filed with the U.S. Securities and Exchange Commission in connection with the
IPO.

Section 6.  Additional Obligations
----------------------    

6.1  Provision of Information and Mutual Cooperation. (a) FMC
shall (and shall cause the FMC Affiliates) and Subsidiary shall (and shall cause
the Subsidiary Affiliates) to, (1) furnish to the other in a timely manner such
information, documents and other materials as the other may reasonably request
for purposes of (i) preparing any Tax Return (or pro forma Tax return prepared
in accordance with Section 4 hereof) or portion thereof for which the other has
responsibility for preparing under this Agreement, (ii) contesting or defending
any Proceeding, and (iii) making any determination or computation necessary or
appropriate under this Agreement, (2) make its employees available to the other
to provide explanations of documents and materials and such other information as
the other may reasonably request in connection with any of the matters described
in subclauses (i), (ii) and (iii) of clause (1) above, and (3) reasonably
cooperate in connection with any Proceeding.

(b)  FMC shall (and shall cause the FMC Affiliates to) and
Subsidiary shall (and shall cause the Subsidiary Affiliates to) retain and
provide on reasonable demand books, records, documentation or other information
relating to any Tax Return or Proceeding, with respect to any taxable period in
which FMC owns a Fifty Percent or Greater Interest in the outstanding stock of
Subsidiary, until the later of (i) the expiration of the applicable statute of
limitations (after giving effect to any extension, waiver, or mitigation
thereof) and (ii) in the event any claim is made under this Agreement or by any
Tax Authority for which such information is relevant, until a Final
Determination is reached with respect to such claim. Notwithstanding anything to
the contrary included in this Agreement, the parties will comply in all respects
with the requirements of any applicable record retention agreement with the
Service or other Tax Authority.

(c)  Notwithstanding any other provision of this Agreement,
no member of the FMC Group shall be required to provide Subsidiary or any
Subsidiary Affiliate access to or copies of (1) any Tax information that relates
exclusively to any member of the FMC Group, (2) any Tax information as to which
any member of the FMC Group is entitled to assert the protection of any
Privilege, or (3) any Tax information as to which any member of the FMC Group is
subject to an obligation to maintain the confidentiality of such information.
FMC shall use reasonable efforts to separate any such information from any other
information to which Subsidiary is entitled to access or to which Subsidiary is
entitled to copy under this Agreement, to the extent consistent with preserving
its rights under this Section 6.1(c).

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(d)  Notwithstanding any other provision of this Agreement,
with respect to Tax information that relates to any taxable period in which
Subsidiary is no longer included in the FMC Consolidated Group and no Combined
Return is filed, no member of the Subsidiary Group shall be required to provide
FMC or any FMC Affiliate access to or copies of (1) any Tax information as to
which any member of the Subsidiary Group is entitled to assert the protection of
any Privilege or (2) any Tax information as to which any member of the
Subsidiary Group is subject to an obligation to maintain the confidentiality of
such information. Subsidiary shall use reasonable efforts to separate any such
information from any other information to which FMC is entitled to access or to
which FMC is entitled to copy under this Agreement, to the extent consistent
with preserving its rights under this Section 6.1(d).

(e)  FMC agrees to notify Subsidiary in writing within ten
(10) Business Days of any sale by FMC or any FMC Affiliate of Common Stock
following the IPO.

(f)  Notwithstanding any other provision of this Agreement,
all books, records, documentation or other information relating to Taxes for any
period (or portion thereof) ending on or before the Deconsolidation Date of (i)
FMC or any FMC Affiliate and (ii) Subsidiary or any Subsidiary Affiliate shall
be the property of, and shall be retained by, FMC; provided, however, that
--------  -------
Subsidiary shall be permitted, at its own expense, to obtain copies of any
books, records, documentation or other information relating to any Pre-
Deconsolidation Period Tax Return of Subsidiary or any Subsidiary Affiliate
other than any books, records, documentation or other information described in
Section 6.1(c).

6.2  Indemnification. (a) Failure to Pay. FMC and each FMC
Affiliate shall jointly and severally indemnify Subsidiary, each Subsidiary
Affiliate and each of their respective Representatives, and hold them harmless
from and against any Tax or Losses that are attributable to, or results from the
failure of FMC or any FMC Affiliate to make any payment required to be made
under this Agreement. Subsidiary and each Subsidiary Affiliate shall jointly and
severally indemnify FMC, each FMC Affiliate and each of their respective
Representatives, and hold them harmless from and against any Tax or Losses that
are attributable to, or results from, the failure of Subsidiary or any
Subsidiary Affiliate to make any payment required to be made under this
Agreement.

(b)  Inaccurate or Incomplete Information. FMC and each FMC
Affiliate shall jointly and severally indemnify Subsidiary, each Subsidiary
Affiliate and each of their respective Representatives, and hold them harmless
from and against any Tax or Loss attributable to the negligence of FMC or any
FMC Affiliate in supplying Subsidiary or any Subsidiary Affiliate with
inaccurate or incomplete information, in connection with the preparation of any
Tax Return or any Proceeding. Subsidiary and each Subsidiary Affiliate shall
jointly and severally indemnify FMC, each FMC Affiliate and their respective
Representatives, and hold them harmless from and against any Tax or Losses
attributable to the negligence of Subsidiary or any Subsidiary Affiliate in
supplying FMC or any FMC Affiliate with inaccurate or incomplete information, in
connection with the preparation of any Tax Return or any Proceeding.

6.3  Tax Consequences of Payments. (a) Tax Characterization of
Payments. For all Tax purposes and notwithstanding any other provision of this
Agreement, to the extent permitted by applicable law, the parties hereto shall
treat any payment made pursuant to 

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this Agreement (other than any payment made in satisfaction of an intercompany
obligation) as a capital contribution or dividend distribution, as the case may
be, immediately prior to the IPO Date and, accordingly, as not includible in the
taxable income of the recipient. If, as a result of a Final Determination, it is
determined that the receipt or accrual of any payment made under this Agreement
is taxable to the Indemnified Party, the Indemnifying Party of this Agreement
shall pay to the Indemnified Party an amount equal to any increase in the Income
Taxes of the Indemnified Party as a result of receiving the payment from the
Indemnifying Party (grossed up to take into account such payment, if
applicable).

(b)  Adjustments to Payments. Any Indemnified Party that has
received a payment under this Agreement from an Indemnifying Party with respect
to any Losses or Taxes suffered or incurred by the Indemnified Party ( an
"Indemnified Loss") shall pay to such Indemnifying Party an amount equal to any
"Tax Saving Amount" Actually Utilized by the Indemnified Party promptly after it
is Actually Realized, but only if and to the extent that such Tax Saving Amount
is Actually Realized within five (5) years of the date hereof. For purposes of
this Section 6.3(b), the Tax Saving Amount shall equal the amount by which the
Income Taxes of the Indemnified Party or any of its affiliates are reduced
(including, without limitation, through the receipt of a Refund, credit or
otherwise), plus any related interest received from a Tax Authority, as a result
of claiming as a deduction or offset on any relevant Tax Return amounts
attributable to an Indemnified Loss (the "Indemnifiable Loss Deduction").

(c)  Reporting of Indemnifiable Loss. In the event that an
Indemnified Party incurs an Indemnified Loss, such Indemnified Party shall claim
as a deduction or offset on any relevant Tax Return (including, without
limitation, any claim for Refund) such Indemnified Loss to the extent such
position is supported by "substantial authority" (within the meaning of Section
1.6662-4(d) of the Treasury Regulations) with respect to United States federal,
state and local Tax Returns or has similar appropriate authoritative support
with respect to any Tax Return other than United States federal, state and local
Tax Returns. The Indemnified Party shall have primary responsibility for the
preparation of its Tax Returns and reporting thereon such Indemnifiable Loss
Deduction; provided, that the Indemnified Party shall consult with, and provide
the Indemnifying Party with a reasonable opportunity to review and comment on
the portion of the Indemnified Party's Tax Return relating to the Indemnified
Loss. If a dispute arises between the Indemnified Party and the Indemnifying
Party as to whether there is "substantial authority" (with respect to United
States federal, state and local Tax Returns) or similar appropriate
authoritative support (with respect to any Tax Return other than United States
federal, state and local Tax Returns) for the claiming of an Indemnifiable Loss
Deduction, such dispute shall be resolved in accordance with the principles and
procedures set forth in Section 8 of this Agreement. Both FMC and Subsidiary
shall (and shall cause its respective affiliates to) act in good faith to
coordinate their Tax Return filing positions with respect to the taxable periods
that include an Indemnifiable Loss Deduction. There shall be an adjustment to
any Tax Saving Amount calculated under Section 6.3(b) hereof in the event of any
Proceeding which results in a Final Determination that increases or decreases
the amount of the Indemnifiable Loss Deduction reported on any relevant Tax
Return of the Indemnified Party. The Indemnified Party shall promptly inform the
Indemnifying Party of any such Proceeding and shall attempt in good faith to
sustain the Indemnifiable Loss Deduction at issue in the Proceeding. If a
written notice of a Final Determination in respect of an Indemnifiable Loss
Deduction is received within five (5) years of the date hereof, the Indemnified
Party shall redetermine the Tax Saving Amount at-

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tributable to the Indemnifiable Loss Deduction under Section 6.3(b) hereof,
taking into account the Final Determination (the "Restated Tax Saving Amount").
If the Restated Tax Saving Amount is greater than the Tax Saving Amount, the
Indemnified Party shall promptly pay the Indemnifying Party an amount equal to
the difference between such amounts. If the Restated Tax Saving Amount is less
than the Tax Saving Amount, then the Indemnifying Party shall promptly pay the
Indemnified Party an amount equal to the difference between such amounts.

6.4  Interest. Unless a different rate of interest is provided
for in this Agreement, payments pursuant to this Agreement that are not made
within the period prescribed in this Agreement or, if no period is prescribed,
within fifteen (15) Business Days after demand for payment is made (the "Payment
Period") shall bear interest for the period from and including the date
immediately following the last date of the Payment Period through and including
the date of payment at a per annum rate equal the Prime Rate. Such interest will
be payable at the same time as the payment to which it relates and shall be
calculated based on a year of 365 or 366 days, as appropriate, for the actual
number of days for which due.

6.5  Stock Options and Restricted Stock

(a)  In General. Notwithstanding any contrary provision
contained herein, the parties hereto agree that FMC shall be entitled to any Tax
Benefit arising by reason of exercises of Options to purchase shares of FMC
stock, and that Subsidiary shall be entitled to any Tax Benefit arising by
reason of exercises of options to purchase shares of Subsidiary stock. In
addition, FMC shall be entitled to any Tax Benefit arising by reason of the
lapse of any restrictions with respect to shares of FMC stock, Subsidiary stock
or other property subject to a substantial risk of forfeiture (within the
meaning of Section 83 of the Code) held by an employee of FMC, and Subsidiary
shall be entitled to any Tax Benefit arising by reason of the lapse of any
restrictions with respect to shares of Subsidiary stock, FMC stock or other
property subject to a substantial risk of forfeiture (within the meaning of
Section 83 of the Code) held by an employee of Subsidiary. The parties hereto
agree to report all Tax deductions with respect to stock options and other
equity issued to their employees consistently with this Section 6.5(a), to the
extent permitted by law.

(b)  Notices, Withholding, Reporting. FMC shall promptly
notify Subsidiary of any event giving rise to income to any Subsidiary Group
employees or former employees in connection with exercises of options to
purchase shares of FMC stock, or the lapse of any restrictions with respect to
shares of FMC stock or other property subject to a substantial risk of
forfeiture (within the meaning of Section 83 of the Code). If required by law,
Subsidiary shall withhold applicable Taxes and satisfy applicable Tax reporting
obligations in connection therewith.

(c)  Adjustments. If Subsidiary or any Subsidiary Affiliate
receives any Tax Benefit to which FMC is entitled under Section 6.5(a) of this
Agreement, Subsidiary shall pay the amount of such Tax Benefit to FMC. If FMC or
any FMC Affiliate receives any Tax Benefit to which Subsidiary is entitled under
Section 6.5(a) of this Agreement, FMC shall pay the amount of such Tax Benefit
to Subsidiary.

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Section 7.   Proceedings
-----------

7.1   In General. (a) Subject to Section 7.1(b) of this Agreement,
FMC shall have the exclusive right, in its sole discretion, to control, contest,
and represent the interests of FMC, any FMC Affiliate, Subsidiary or any
Subsidiary Affiliate in any Proceeding relating to any claim that the Spin-Off
does not have Tax-Free Status and/or any Tax Return described in Section 2.1(a)
of this Agreement and to resolve, settle or agree to any deficiency, claim or
adjustment proposed, asserted or assessed in connection with or as a result of
any such Proceeding. FMC's rights shall extend to any matter pertaining to the
management and control of any Proceeding, including, without limitation,
execution of waivers, choice of forum, scheduling of conferences and the
resolution of any Tax Item. Subsidiary shall have the right to participate in
that part of any Proceeding relating to a claim that the Spin-Off and/or the
Internal Distribution does not have Tax-Free Status, but only if Subsidiary (i)
satisfies the terms and conditions contained in Section 10.1(a)(1)(iv)(b) and
(ii) acknowledges liability to FMC in writing for the full amount at stake in
such Proceeding.

(b)  Subsidiary shall have the right to control, contest and
represent the interests of Subsidiary or any Subsidiary Affiliate in any
Proceeding to the extent relating directly and exclusively to any Tax Item
included on the portion of any Consolidated Return or Combined Return which
Subsidiary is responsible for preparing pursuant to Section 2.2(c) of this
Agreement in which the amount of the Tax liability for such Tax Item in issue
exceeds $500,000 and to resolve, settle or agree to any deficiency, claim or
adjustment proposed, asserted or assessed in connection with or as a result of
such Proceeding; provided that, the entering into of (or rejection of) any such
resolution, settlement or agreement or any decision in connection with
(including the entering into of or rejection of) any judicial or administrative
proceeding relating to Taxes shall be subject to the review and approval of FMC,
which approval shall not be unreasonably withheld.

(c)  Subsidiary shall have the exclusive right, in its sole
discretion, to control, contest, and represent the interests of Subsidiary or
any Subsidiary Affiliate in any Proceeding relating to any Tax Return described
in Section 2.1(b) of this Agreement and to resolve, settle, or agree to any
deficiency, claim or adjustment proposed, asserted or assessed in connection
with or as a result of any such Proceeding; provided that, if the Proceeding
relates to a taxable period in which FMC at any time owned a Fifty-Percent or
Greater Interest in the outstanding stock of Subsidiary, the entering into of
(or rejection of) any such resolution, settlement or agreement or any decision
in connection with (including the entering into of or rejection of) any judicial
or administrative proceeding relating to Taxes shall be subject to FMC's review
and approval, which approval shall not be unreasonably withheld.

(d)  In addition to the parties' obligations under Section 6.1
of this Agreement, (i) Subsidiary shall, and shall cause is Affiliates to,
cooperate fully with FMC in contesting or defending any Proceeding with respect
to Pre-Deconsolidation Period Taxes, including, without limitation, by
furnishing to FMC in a timely manner such information, documents or other
materials related to the Technologies Business as FMC may reasonably request and
(ii) FMC shall, and shall cause its Affiliates to, cooperate with Subsidiary in
contesting or defending (x) any Proceeding with respect to Pre-Deconsolidation
Period Non-Federal Taxes and

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(y) any Proceeding with respect to the Post-Deconsolidation Period to the extent
such Proceeding relates to any Pre-Deconsolidation Period deferred tax item.

7.2  Notice. If FMC or any member of the FMC Group receives written
notice of or relating to, any Proceeding from a Tax Authority that asserts,
proposes or recommends a deficiency, claim or adjustment that, if sustained,
would result in the redetermination of a Tax Item of a member of the Subsidiary
Group, FMC shall promptly provide a copy of such notice to Subsidiary (but in no
event later than ten (10) Business Days following the receipt of such notice).
If Subsidiary or any member of the Subsidiary Group receives written notice of,
or relating to, any Proceeding from a Tax Authority with respect to a Tax Return
described in Section 2.l(a) of this Agreement, Subsidiary shall promptly provide
a copy of such notice to FMC (but in no event later than ten (10) Business Days
following the receipt of such notice).

7.3  Failure to Notify. The failure of FMC or Subsidiary to notify the
other of any matter relating to a particular Tax for a taxable period or to take
any action specified in this Agreement shall not relieve such other party of any
liability and/or obligation which it may have under this Agreement with respect
to such Tax for such taxable period except to the extent that such other party's
rights hereunder are materially prejudiced by such failure.

7.4  Remedies. Subsidiary agrees that no claim against FMC and no
defense to Subsidiary's liabilities to FMC under this Agreement shall arise from
the resolution by FMC of any deficiency, claim or adjustment relating to the
redetermination of any Tax Item of FMC or a FMC Affiliate.

7.5  Timing Differences. Except as otherwise provided under this
Agreement, if, pursuant to a Final Determination, a party to this Agreement
suffers an Tax Detriment and, as a result, the other party to this Agreement
obtains a corresponding Tax Benefit, and such Tax Detriment is not otherwise
compensated under this Agreement, then the party obtaining such Tax Benefit
shall make a payment to the other party in an amount equal to such Tax Benefit,
but only to the extent such Tax Benefit is Actually Realized within five (5)
years of such Final Determination.

7.6  Carrybacks. Except to the extent otherwise consented to by FMC or
prohibited by applicable law, Subsidiary shall elect to relinquish, waive or
otherwise forgo all Carrybacks. In the event that Subsidiary (or the appropriate
member of the Subsidiary Group) is prohibited by applicable law to relinquish,
waive or otherwise forgo a Carryback (or FMC consents thereto), (i) FMC shall
cooperate with Subsidiary, at Subsidiary's expense, in seeking from the
appropriate Tax Authority such Refund as reasonably would result from such
Carryback, and (ii) Subsidiary shall be entitled to any Tax Benefit Actually
Realized by a member of the FMC Group (including any interest thereon received
from such Tax Authority) within five (5) years of the date of such Carryback, to
the extent that (x) such Tax Benefit is directly attributable to such Carryback
and (y) such Tax Benefit would not have been Actually Utilized but for such
Carryback, within seven (7) Business Days after such Tax Benefit is Actually
Realized; provided, however, that Subsidiary shall indemnify and hold the
--------  -------
members of the FMC Group harmless from and against any and all collateral tax
consequences resulting from or caused by any such Carryback, including (but not
limited to) the loss or postponement of benefit from the use of Tax Attributes
generated by a member of the FMC Group or an Affiliate thereof and (x) that
expire 

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unutilized, but would have been utilized but for such Carryback, or (y) the use
of which is postponed to a later taxable period than the taxable period in which
such Tax Attributes otherwise would have been utilized but for such Carryback.
If there is a Final Determination that results in any change to or adjustment of
a Tax Benefit Actually Utilized by a member of the FMC Group that is directly
attributable to a Carryback, then FMC (or its designee) shall make a payment to
Subsidiary, or Subsidiary shall make a payment to FMC (or its designee), as may
be necessary to adjust the payments between Subsidiary and FMC (or its designee)
to reflect the payments that would have been made under this Section 7.6 had the
adjusted amount of such Tax Benefit been taken into account in computing the
payments due under this Section 7.6. For the avoidance of doubt, in the event
that FMC or any FMC Affiliate, on the one hand, and Subsidiary or any Subsidiary
Affiliate, on the other hand, both have Carrybacks applicable to the same
period, the determination of the Tax Benefit attributable to the Carryback of
Subsidiary or any Subsidiary Affiliate will be made after first giving effect to
the Carryback of FMC or any FMC Affiliate.

Section 8.  Dispute Resolution. In the event that FMC or any FMC Affiliate,
------------------
as the case may be, on the one hand, and Subsidiary or any Subsidiary Affiliate,
as the case may be, on the other hand, disagree as to the amount or calculation
of any payment to be made under this Agreement, or the interpretation or
application of any provision under this Agreement, the parties shall attempt in
good faith to resolve such dispute. If such dispute is not resolved within sixty
(60) Business Days following the commencement of the dispute, FMC and Subsidiary
shall jointly retain a tax attorney that is a member of a nationally recognized
law firm or independent public accounting firm, which firm is independent of
both parties (the "Independent Entity"), to resolve the dispute. The Independent
Entity shall act as an arbitrator to resolve all points of disagreement and its
decision shall be final and binding upon all parties involved. Following the
decision of the Independent Entity, FMC, the FMC Affiliates, Subsidiary and the
Subsidiary Affiliates shall each take or cause to be taken any action necessary
to implement the decision of the Independent Entity. The fees and expenses
relating to the Independent Entity shall be borne equally by FMC and Subsidiary.

Section 9.  IPO
---

9.1  IPO Related Items. (a) Liability for Restructuring Taxes,
Deconsolidation Taxes and Other Foreign Restructuring Taxes. Notwithstanding any
other provision of this Agreement (other than Section 9.l(b) hereof) and except
as provided in any separate written agreement between the parties entered into
in connection with the Restructuring (including the Separation Agreement), (i)
FMC shall be responsible for the payment of, and shall indemnify and hold
Subsidiary harmless from and against, any Deconsolidation Taxes and (ii)
responsibility for the payment of any Restructuring Taxes or Other Foreign
Restructuring Taxes shall be allocated in the manner provided in the Separation
Agreement.

(b)  Liability for Undertaking Certain Actions. Notwithstanding
Section 9.1(a) of this Agreement, Subsidiary and each Subsidiary Affiliate shall
be jointly and severally responsible for, and shall indemnify and hold FMC
harmless from and against, any Restructuring Taxes that are attributable to, or
result from, (i) any action taken by Subsidiary or any Subsidiary Affiliate that
was prohibited by this Agreement or was not contemplated by the parties in
connection with the Restructuring (including, without limitation, by taking any
action not contemplated in connection with obtaining the Ruling or a
Supplemental Ruling, or any opin-

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ions, rulings, agreements or written advice relating to foreign transfers) or
(ii) the failure by Subsidiary or any Subsidiary Affiliate to take any action
that Subsidiary is responsible for taking under this Agreement, the Separation
Agreement or any other agreement related to the Restructuring or the IPO
(including, without limitation, by failing to make an election or enter into a
transaction specifically required in connection with obtaining a ruling from any
Tax Authority). Each of the parties hereto agrees to act in good faith and
without negligence in connection with the Tax reporting of and all other aspects
related to the Tax consequences of the Restructuring, any Deconsolidation and
any Secondary Restructuring and shall be responsible for any Taxes or Losses
arising from any failure to act in good faith or any negligent act or omission
with respect thereto.

9.2  Tax Reporting of IPO Related Items. (a) Restructuring Taxes. Any
Tax Return (or portion thereof) that includes any Tax Item resulting from the
Restructuring shall be prepared and filed by the party responsible for preparing
(or causing to be prepared) and filing such Tax Return (under Sections 2.1 and
2.2 of this Agreement); provided that, notwithstanding any other provision of
this Agreement, if Subsidiary is the party responsible for preparing any such
Tax Return (or portion thereof) (each a "Subsidiary IPO Tax Return"), Subsidiary
shall provide to FMC, no later than twenty (20) Business Days following the IPO
Date, a written list of those Subsidiary IPO Tax Returns that Subsidiary
reasonably believes could result in the imposition of a Tax liability of more
than $10,000 for which FMC will be responsible pursuant to this Section 9.
Within twenty (20) Business Days following the receipt of such list, FMC shall
provide a written list to Subsidiary of those Subsidiary IPO Tax Returns that
FMC wishes to review. Subsidiary shall provide any such Subsidiary IPO Tax
Returns (or portions thereof) to FMC (no later than forty-five (45) Business
Days (or such shorter period as agreed to by FMC) prior to the due date for the
filing of such Tax Return (taking into account applicable extensions)), for
FMC's review and approval, which approval, to the extent it relates to any Tax
Item resulting from, or arising out of, the Restructuring may be withheld by FMC
in its sole discretion and any such Tax Item shall be reported as determined by
FMC in its sole discretion (so long as such reporting position is supported by
"substantial authority" (within the meaning of Section 1.6662-4(d) of the
Treasury Regulations) with respect to United States federal, state and local Tax
Returns or has similar appropriate authoritative support with respect to any Tax
Return other than United States federal, state and local Tax Returns). In the
event that the time periods provided in this Section 9.2(a) would not provide
FMC with a reasonable period of time within which to review any such Subsidiary
IPO Tax Return prior to the filing of such Tax Return, then the parties shall
cooperate in order that FMC may participate in the preparation of such Tax
Return and have the rights otherwise provided in this Section 9.2(a).

(b)  Deconsolidation Taxes and Other Foreign Restructuring Taxes.
Any Tax Return (or portion thereof) that includes any Tax Item relating to any
Deconsolidation (to the extent resulting in Deconsolidation Taxes) or Secondary
Restructuring (to the extent resulting in Other Foreign Restructuring Taxes)
shall be prepared and filed by the party responsible for preparing and filing
such Tax Return (under Sections 2.1 and 2.2 of this Agreement); provided that,
notwithstanding any other provision of this Agreement, if Subsidiary is the
party responsible for preparing (or causing to be prepared) any such Tax Return
(or portion thereof) (each a "Subsidiary Restructuring Tax Return"), Subsidiary
shall provide any such Subsidiary Restructuring Tax Return (or portion thereof)
to FMC (no later than forty-five (45) Business Days (or such shorter period as
agreed to by FMC) prior to the due date for the filing of

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such Tax Return (taking into account applicable extensions)), for FMC's review
and approval, which approval, to the extent it relates to any Tax Item relating
to any Deconsolidation (to the extent resulting in Deconsolidation Taxes) or
Secondary Restructuring (to the extent resulting in Other Foreign Restructuring
Taxes), may be withheld by FMC in its sole discretion and any such Tax Item
shall be reported as determined by FMC in its sole discretion (so long as such
reporting position is supported by "substantial authority" (within the meaning
of Section 1.6662-4(d) of the Treasury Regulations) with respect to United
States federal, state and local Tax Returns or has similar appropriate
authoritative support with respect to any Tax Return other than United States
federal, state and local Tax Returns).

9.3   Proceedings Relating to Restructuring. Notwithstanding any
other provision of this Agreement, FMC shall have the exclusive right, in its
sole discretion, to control, contest, and represent the interests of FMC, any
FMC Affiliate, Subsidiary or any Subsidiary Affiliate in any Proceeding with
respect to Tax Items related to the Restructuring, Deconsolidation (to the
extent resulting in Deconsolidation Taxes) or Secondary Restructuring (to the
extent resulting in Other Foreign Restructuring Taxes), and to resolve, settle
or agree to any deficiency, claim or adjustment proposed, asserted or assessed
in connection with or as a result of any such Proceeding. FMC's rights shall
extend to any matter pertaining to the management and control of any Proceeding,
including execution of waivers, choice of forum, scheduling of conferences and
the resolution of any Tax Item.

9.4   Provision of Information and Mutual Cooperation. In addition
to the parties' respective obligations under Section 6.1 of this Agreement, FMC
and Subsidiary shall, and shall cause their respective Affiliates to cooperate
with respect to all aspects of the Restructuring including, without limitation,
by (1) furnishing to the other in a timely manner such information, documents
and other materials as the other may reasonably request for purposes of (i)
preparing any Tax Return that includes Tax Items relating to or arising from the
Restructuring and (ii) contesting or defending any Proceeding with respect to
Tax Items relating to or arising from the Restructuring and (2) make its
employees available to the other to provide explanations of documents and
materials and such other information as the other may reasonably request in
connection with any of the matters described in subclauses (i) and (ii) of
clause (1) above.

Section 10.  Spin-Off and Internal Distribution 
----------------------------------

10.1  Spin-Off and Internal Distribution Related Items. (a)
Restrictions on Certain Post-Spin-Off Actions.

(1)      Subsidiary Restrictions.

(i)    Subsidiary will not take any action or permit any
Subsidiary Affiliate to take any action, and Subsidiary will not fail to
take any action or permit any Subsidiary Affiliate to fail to take any
action, where such action or failure to act would be inconsistent with or
cause to be untrue any material, information, covenant or representation in
the Ruling Documents, Supplemental Ruling Documents, Ruling, Supplemental
Ruling or this Agreement.

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(ii)    Subsidiary shall not take any action (including any
cessation, transfer or disposition if its active trade or business; payment
of extraordinary dividends to shareholders; and acquisitions or issuances
or stock) or permit any Subsidiary Affiliate to take any action (including
any cessation, transfer or disposition if its active trade or business;
payment of extraordinary dividends to shareholders; and acquisitions or
issuances or stock), and Subsidiary will not fail to take any action or
permit any Subsidiary Affiliate to fail to take any action, where such
action or failure to act would cause the Spin-Off or the Internal
Distribution not to have Tax-Free Status.

(iii)   Until the first day after the Restriction Period, no
member of the Subsidiary Group shall sell, agree to sell or otherwise issue
or agree to issue to any Person, or redeem or otherwise acquire from any
Person, any Equity Securities of any member of the Subsidiary Group;
provided, however, that (A) the adoption by Subsidiary of a rights plan
--------  -------
shall not constitute a sale or issuance of such Equity Securities, (B)
Subsidiary may repurchase Equity Securities to the extent that such
repurchases meet the requirements of section 4.05(1)(b) of Revenue
Procedure 96-30 and (C) Subsidiary may, subject to the terms and conditions
contained in paragraph (vi) below, issue Equity Securities of Subsidiary.

(iv)    Until the first day after the Restriction Period, no
member of the Subsidiary Group shall (A) solicit any Person to make a
tender offer for, or otherwise acquire or sell, the Equity Securities of
Subsidiary, (B) participate in or support any unsolicited tender offer for,
or other acquisition, issuance or disposition of, the Equity Securities of
Subsidiary or (C) approve or otherwise permit any proposed business
combination or any transaction which, in the case of (A), (B) or (C),
individually or in the aggregate, together with the transactions
contemplated by this Agreement, the Distribution Agreement, any other
agreements or the Ruling Documents, Supplemental Ruling Documents, Ruling,
Supplemental Ruling, results in one or more Persons acquiring (other than
in acquisitions not taken into account for purposes of Section 355(e))
directly or indirectly stock representing a Fifty-Percent or Greater
Interest in Subsidiary or in any Subsidiary Affiliate if (i) in the case of
Subsidiary, it would cause the Spin-Off not to have Tax-Free Status and
(ii) in the case of such Subsidiary Affiliate, it would cause the Internal
Distribution not to have Tax-Free Status. In addition, no member of the
Subsidiary Group shall at any time, whether before or subsequent to the
expiration of the Restriction Period, engage in any action described in
clauses (A), (B) or (C) of the preceding sentence if it is pursuant to an
arrangement or agreement negotiated (in whole or in part) prior to the 
Spin-Off, even if at the time of the Spin-Off it is subject to various
conditions, nor shall any member take any action, or fail or omit to take
any action, that would cause Section 355(d) or (e) to apply to the Spin-Off
or the Internal Distribution.

(v)     Any of the provisions of Section 10.1(a)(1) shall be
waived with respect to any particular transaction or transactions if (A)
FMC or Subsidiary has obtained a Supplemental Ruling from the Service in
accordance with and under the terms and conditions contained in paragraph
(vi)(a) below, (B) FMC has determined, in its sole and absolute discretion,
that it could not reasonably be expected that such proposed transaction
would have an adverse effect on the Tax-Free Status of the Internal
Distribution and the Spin-Off, or (C) Subsidiary satisfies the terms and
conditions contained in para- 

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graph (vi)(b) below. Waiver with respect to one transaction or group of
transactions shall not constitute a waiver with respect to any other
transaction.

(vi)   Except as provided in paragraphs (i) and (ii) above,
until the first day after the Restriction Period, unless FMC and Subsidiary
agree otherwise, prior to entering into any agreement to (A) sell all or
substantially all of the assets of Subsidiary or any Subsidiary Affiliate, (B)
merge Subsidiary or any Subsidiary Affiliate with another entity (without regard
to which party is the surviving entity) or (C) issue Equity Securities of
Subsidiary or any Subsidiary Affiliate in an acquisition or public or private
offering (excluding any issuance pursuant to the exercise of employee stock
options or other employment related arrangements):

a)     Subsidiary shall request that FMC obtain a Supplemental
Ruling in accordance with Section 10.1(d)(1) of this Agreement that
such transaction will not affect the treatment of the Spin-Off and the
Internal Distribution under Section 355 of the Code and FMC shall have
received such a Supplemental Ruling in form and substance reasonably
satisfactory to FMC;

b)     Subsidiary shall deliver to FMC an Acceptable Letter of
Credit with a face amount equal to the amount of Aggregate Assumed 
Spin-Off Tax Liabilities as security for any Tax-Related Losses that
result if such issuance of Equity Securities or other transaction
results in Tax-Related Losses. Subsidiary shall keep in place the
Acceptable Letter of Credit until the end of the Restriction Period (or
if any claim for indemnity or claim which could give rise to such a
claim for indemnity is pending at the end of the Restriction Period,
the Acceptable Letter of Credit will be renewed and its face amount
increased by an amount equal to the amount of interest that would
accrue, during the period of renewal, on the face amount of the
Acceptable Letter of Credit (prior to renewal and prior to increase
pursuant to this sentence) at 110% of the highest Underpayment Rate for
U.S. corporations in effect on the date of determination, and such
Acceptable Letter of Credit will continue to be renewed and, upon each
such renewal, its face amount so increased, until such claim is finally
resolved) or, in the event a Non-Renewal Notice has been given with
respect to such Acceptable Letter of Credit, replace such Acceptable
Letter of Credit with a substitute Acceptable Letter of Credit. FMC
may, in its discretion, seek a Supplemental Ruling with respect to such
issuance of Equity Securities or other transaction, in which case
Subsidiary shall (and shall cause each Subsidiary Affiliate to)
cooperate with FMC and use its reasonable best efforts to seek to
obtain, as expeditiously as possible, such Supplemental Ruling. FMC may
at any time, in its discretion, present the Acceptable Letter of Credit
for payment in its face amount in the event that it or an FMC Affiliate
incurs a Tax-Related Loss or Subsidiary fails to renew or replace the
Acceptable Letter of Credit as aforesaid by the date which is 30 days
prior to the expiration date of the Acceptable Letter of Credit then in
effect. Subsidiary shall remain liable for any obligations under this
Agreement to the extent the Acceptable Letter of Credit is insufficient
to satisfy such obligations or is unavailable for drawing for any
reason. In the event the amount drawn under the Acceptable Letter of
Credit exceeds the amount of Subsidiary's obligations under this
Agreement,

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such excess, as reasonably determined by FMC, shall be paid to
Subsidiary at the end of the Restriction Period (or if any claim for
indemnity or claim which could give rise to such a claim for indemnity
is pending at the end of the Restriction Period, when such claim is
finally resolved) with interest on such excess calculated using the
Underpayment Rate for the period from the day FMC received such payment
through the Business Day immediately prior to the day such payment is
made to Subsidiary;

c)     If and only if following the transaction at issue, (x)
Subsidiary or any Subsidiary Affiliate will not have issued in the
aggregate (including, for these purposes, stock issued in connection
with the IPO and any sale of stock of Subsidiary or any Subsidiary
Affiliate by FMC or any FMC Affiliate) 40% or more (by vote or value)
of its outstanding stock (determined immediately following such
transaction) taking into account all issuances of (and agreements to
issue) Equity Securities (and assuming the exercise of all such Equity
Securities and the closing of all such agreements) from the point in
time immediately prior to the IPO to the date immediately following
such transaction and (y) Subsidiary will be the surviving entity if
such transaction is a merger (excluding, for these purposes, any
reverse subsidiary merger in which Subsidiary is the surviving entity
in which case this clause (c) shall not apply and Subsidiary shall be
required to satisfy the requirements of clause (a) or (b) above),
Subsidiary may, in lieu of obtaining a Supplemental Ruling described in
clause (a) above or delivering an Acceptable Letter of Credit as
described in clause (b) above, obtain and deliver to FMC an appropriate
Board Certification and an Unqualified Tax Opinion (at its own
expense), in form and substance reasonably satisfactory to FMC and on
which FMC may rely, from Qualified Tax Counsel that such transaction
will not affect the treatment of the Spin-Off and the Internal
Distribution under Section 355 of the Code; or

d)     If and only if following the transaction at issue, (x)
Subsidiary or any Subsidiary Affiliate will not have issued in the
aggregate (including, for these purposes, stock issued in connection
with the IPO and any sale of stock of Subsidiary or any Subsidiary
Affiliate by FMC or any FMC Affiliate) 35% or more (by vote or value)
of its outstanding stock (determined immediately following such
transaction) taking into account all issuances of (and agreements to
issue) Equity Securities (and assuming the exercise of all such Equity
Securities and the closing of all such agreements) from the point in
time immediately prior to the IPO to the date immediately following
such transaction and (y) Subsidiary will be the surviving entity if
such transaction is a merger (excluding, for these purposes, any
reverse subsidiary merger in which Subsidiary is the surviving entity
in which case this clause (d) shall not apply and Subsidiary shall be
required to satisfy the requirements of clause (a) or clause (b)
above), Subsidiary may, in lieu of obtaining a Supplemental Ruling
described in clause (a) above or delivering an Acceptable Letter of
Credit as described in clause (b) above, obtain and deliver to FMC an
appropriate Board Certification.

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(2)  FMC Restrictions. FMC agrees that it will not take or fail to
take, or permit any FMC Affiliate to take or fail to take, any action where such
action or failure to act would be inconsistent with any material, information,
covenant or representation in the Ruling Documents, Supplemental Ruling
Documents, Ruling or Supplemental Ruling.

(b)  Liability for Undertaking Certain Actions.

(1)  Subsidiary Liability. Subsidiary and each Subsidiary Affiliate
shall be responsible for one hundred percent (100%) of any and all Tax-Related
Losses that are attributable to, or result from, any act or failure to act
described in Section 10.1(a)(1) of this Agreement by Subsidiary or any
Subsidiary Affiliate. Subsidiary and each Subsidiary Affiliate shall jointly and
severally indemnify FMC, each FMC Affiliate and their directors, officers and
employees and hold them harmless from and against any such Taxes.

(2)  FMC Liability. FMC and each FMC Affiliate shall be responsible
for one hundred percent (100%) of any and all Tax-Related Losses that are
attributable to, or result from, any act or failure to act described in Section
10.1(a)(2) of this Agreement by FMC or any FMC Affiliate. FMC and each FMC
Affiliate shall jointly and severally indemnify Subsidiary, each Subsidiary
Affiliate and their directors, officers and employees and hold them harmless
from and against any such Taxes.

(c)  Participation Rights. FMC shall have the right to obtain a
Ruling or Supplemental Ruling in its sole and exclusive discretion. If FMC
determines to obtain a Ruling or a Supplemental Ruling, Subsidiary shall (and
shall cause each Subsidiary Affiliate to) cooperate with FMC and take any and
all actions reasonably requested by FMC in connection with obtaining the Ruling
or Supplemental Ruling (including, without limitation, by making any
representation or covenant or providing any materials or information requested
by any Tax Authority; provided that, Subsidiary shall not be required to make
(or cause any Subsidiary Affiliate to make) any representation or covenant that
is inconsistent with historical facts or as to future matters or events over
which it has no control). In connection with obtaining a Ruling or Supplemental
Ruling, (i) FMC shall cooperate with and keep Subsidiary informed in a timely
manner of all material actions taken or proposed to be taken by FMC in
connection therewith; (ii) FMC shall (A) reasonably in advance of the submission
of any Ruling Documents or Supplemental Ruling Documents, provide Subsidiary
with a draft copy thereof, (B) reasonably consider Subsidiary's comments on such
draft copy, and (C) provide Subsidiary with a final copy; and (iii) FMC shall
provide Subsidiary with notice reasonably in advance of, and Subsidiary shall
have the right to attend, any formally scheduled meetings with any Tax Authority
(subject to the approval of the Tax Authority) that relate to such Ruling or
Supplemental Ruling.

(d)  Supplemental Rulings at Subsidiary's Request. FMC agrees
that at the reasonable request of Subsidiary, FMC shall (and shall cause each
FMC Affiliate to) cooperate with Subsidiary and use its reasonable best efforts
to seek to obtain, as expeditiously as possible, a Supplemental Ruling or other
guidance from the Service or any other Tax Authority for the purpose of
confirming (i) the continuing validity of (A) the Ruling or (B) any Supplemental
Ruling issued previously, and (ii) compliance on the part of Subsidiary or any
Subsidiary Affiliate with its obligations under Section 10.1 of this Agreement.
Further, in no event shall FMC file any Supplemental Ruling under this Section
10.1(d) unless Subsidiary represents that

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(1) it has read the request for the Supplemental Ruling and any materials,
appendices and exhibits submitted or filed therewith (the "Supplemental Ruling
Documents") and (2) all information and representations, if any, relating to
Subsidiary and any Subsidiary Affiliate contained in the Supplemental Ruling
Documents are true, correct and complete in all material respects. Subsidiary
shall reimburse FMC for all reasonable costs and expenses incurred by FMC (and
any FMC Affiliate) in obtaining a Supplemental Ruling requested by Subsidiary.
Subsidiary hereby agrees that FMC shall, subject to Section 10.1(c) of this
Agreement, have sole and exclusive control over the process of obtaining a
Supplemental Ruling, and that only FMC shall apply for a Supplemental Ruling.
Subsidiary further agrees that it shall not seek any guidance from the Service
or any other Tax Authority concerning the Spin-Off except as set forth in
Section 10.1 of this Agreement.

(e)  Liability of Subsidiary for Certain Transactions.
Notwithstanding anything to the contrary in this Agreement, Subsidiary and each
Subsidiary Affiliate shall be responsible for one hundred percent (100%) of any
Tax-Related Losses that are attributable to, or result from any acquisition of
stock of Subsidiary or any Subsidiary Affiliate by any person or persons
(including, without limitation, as a result of an issuance of Subsidiary stock
or a merger of another entity with and into Subsidiary or any Subsidiary
Affiliate) or any acquisition of assets of Subsidiary or any Subsidiary
Affiliate (including, without limitation, as a result of a merger) by any person
or persons. Subsidiary and each Subsidiary Affiliate shall jointly and severally
indemnify FMC, each FMC Affiliate and their directors, officers and employees
and hold them harmless from and against any such Tax-Related Losses.

(f)  Liability for Breach of Representation. Each of FMC and
Subsidiary hereby represents that (1) it will read the Ruling Documents and
Supplemental Ruling Documents prior to the date submitted, (2) all information
contained in such Ruling Documents and Supplemental Ruling Documents that
concerns or relates to such party or any affiliate of such party will be true,
correct and complete in all material respects, and (3) except to the extent that
such party shall have notified the other party in writing to the contrary and
with reasonable specificity prior to the Distribution Date, all such information
that concerns or relates to such party or any affiliate of such party will be
true, correct and complete in all material respects as of the Distribution Date.
If any Tax Authority withdraws all or any portion of a Ruling or Supplemental
Ruling issued to FMC in connection with the Spin-Off because of a breach by
Subsidiary or any Subsidiary Affiliate of a representation made in this Section
10.1(f), Subsidiary and each Subsidiary Affiliate shall be responsible for one
hundred percent (100%) of any Tax-Related Losses resulting from such breach. In
such event, Subsidiary and each Subsidiary Affiliate shall jointly and severally
indemnify FMC, each FMC Affiliate and their directors, officers and employees
and hold them harmless from and against any such Tax-Related Losses. If any Tax
Authority withdraws all or any portion of a Ruling or Supplemental Ruling issued
to FMC in connection with the Spin-Off because of a breach by FMC or any FMC
Affiliate of a representation made in this Section 10.1(f), FMC and each FMC
Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related
Losses resulting from such breach. In such event, FMC and each FMC Affiliate
shall jointly and severally indemnify Subsidiary, each Subsidiary Affiliate and
their directors, officers and employees and hold them harmless from and against
any such Tax-Related Losses.

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10.2   Enforcement. The parties hereto acknowledge that irreparable
harm would occur in the event that any of the provisions of this Section 10 were
not performed in accordance with their specific terms or were otherwise
breached. The parties hereto agree that, in order to preserve the Tax-Free
Status of the Spin-Off, injunctive relief is appropriate to prevent any
violation of the foregoing covenants, provided, however, that injunctive relief
--------  -------
shall not be the exclusive legal or equitable remedy for any such violation.

10.3   Information for Shareholders. FMC shall provide each
shareholder that receives stock of Subsidiary pursuant to the Spin-Off with the
information necessary for such shareholder to comply with the requirements of
Section 355 of the Code and the Treasury regulations thereunder with respect to
statements that such shareholders must file with their United States federal
income Tax Returns demonstrating the applicability of Section 355 of the Code to
the Spin-Off.

Section 11. Special Allocations With Respect to Certain Tax Matters
-------------------------------------------------------

11.1   Foreign Sales Corporation Matters. For purposes of this
Agreement, and notwithstanding any contrary provision contained in this
Agreement, any Tax Detriment arising out of or relating to any disallowance or
denial of any Tax Benefits claimed by FMC, any FMC Affiliate, Subsidiary or any
Subsidiary Affiliate relating to a Technologies Business in any Pre-
Deconsolidation Period under (i) Subpart C of Part III of Subchapter N of
Chapter 1 of the Code (as in effect prior to the passage of the FSC Repeal and
Extraterritorial Income Exclusion Act of 2000) or Section 114 of the Code or
(ii) any similar provision or benefit accorded under foreign laws, shall be
allocated to, and the amount of such Tax Detriment shall be payable by,
Subsidiary. For the avoidance of doubt, it is the intent of the parties to this
agreement that Subsidiary be liable for the amount of any such Tax Detriment
relating to any such disallowance or denial of any such Tax Benefits regardless
of whether such Tax Benefit arose before or after the Separation. The amount of
such Tax Detriment shall be calculated without giving effect to any unused Tax
Assets of FMC or any FMC Affiliate that becomes available for use and is used as
a result of such Tax Detriment.

11.2   Intercompany Pricing Adjustments. For purposes of this
Agreement, and notwithstanding any contrary provision contained in this
Agreement, any Tax Detriment arising out of or relating to any adjustment by the
Service or any foreign Tax authority pursuant to Section 482 or any similar
provision of foreign Tax law of any Tax Item relating to a Technologies Business
shall be allocated to, and payable by, the Subsidiary. For the avoidance of
doubt, it is the intent of the parties to this agreement that Subsidiary be
liable for the amount of any such Tax Detriment relating to any such adjustment
regardless of whether such adjustment relates to a taxable period ending before
or after the Separation. The amount of such Tax Detriment shall be calculated
without giving effect to any unused Tax Assets of FMC or any FMC Affiliate that
becomes available for use and is used as a result of such Tax Detriment.

11.3   Permanent Establishment Related Adjustments. For purposes of
this Agreement, and notwithstanding any contrary provision contained in this
Agreement, any Tax Detriment arising out of or relating to the determination by
a foreign Tax Authority that FMC, any FMC Affiliate, Subsidiary or any
Subsidiary Affiliate maintained a "permanent establishment" (within the meaning
of the applicable tax treaty) or other taxable presence in such jurisdic-

-34-

tion during any Pre-Deconsolidation Period, shall be allocated 100% to
Subsidiary to the extent the Tax Detriment relates to or arises out of the
Technologies Business. For the avoidance of doubt, it is the intent of the
parties to this agreement that Subsidiary be liable for 100% of the amount of
the Tax Detriment that relates to the Technologies Business regardless of
whether such amount relates to a taxable period ending before or after the
Separation. The amount of such Tax Detriment shall be calculated (i) without
giving effect to any unused Tax Assets of FMC or any FMC Affiliate that becomes
available for use and is used as a result of such Tax Detriment and (ii) after
giving effect to the increase in Taxes (that relate to the Chemical Business)
for which FMC or any FMC Affiliate is liable.

11.4 1994 Tax Case. FMC has filed a certain Tax case in the United
States Tax Court against the Commissioner of Internal Revenue, Docket No.
2317-00, with respect to Tax year 1994 (the "FMC Tax Case"). FMC and Subsidiary
hereby agree, notwithstanding any contrary provision contained herein, to
allocate responsibility, liability and Refunds for the FMC Tax Case as follows:

(i)    FMC will pay for all out of pocket expenses relating to
the prosecution of the FMC Tax Case;

(ii)   FMC shall have the sole right to control the prosecution
of the FMC Tax Case, provided that FMC shall provide Subsidiary with a
timely and reasonably detailed account of each stage of the FMC Tax Case,
shall consult with Subsidiary before taking any significant action in
connection with the FMC Tax Case and shall prosecute the FMC Tax Case
diligently and in good faith as if FMC were the only party in interest;

(iii)  To the extent that the Service prevails in the FMC Tax
Case, Subsidiary shall be responsible for, and shall pay to FMC on demand,
the first $4.3 million of any payment (including payment of Taxes, interest
or penalties) due the Service;

(iv)   Any amounts due the Service in excess of $4.3 million
shall be the sole responsibility of FMC;

(v)    To the extent that as a result of the disposition of the
FMC Tax Case, FMC is entitled to a Refund of Taxes (including interest),
the amount of such Refund will be allocated as follows: (x) first, FMC
shall be entitled to retain that amount of the Refund of Taxes equal to the
amount of the costs described in (i) above; (y) any balance of the Refund
of Taxes remaining after deducting the amount set forth in (x) above shall
be divided equally between the parties;

(vi)   FMC shall pay any amounts due to Subsidiary pursuant to
(v) hereof within thirty (30) Business Days of receipt of such amounts from
the Service; and

(vii)  The obligation of FMC to make payments to Subsidiary under
(v) hereof shall cease with respect to tax years ending after the 2004 tax
year, and no payments shall be due to Subsidiary with respect to Refunds
received after the ending of such tax year.

-35-

11.5   Notwithstanding any other provision of this Agreement, in the
event that prior to or in connection with the Restructuring a foreign Subsidiary
Affiliate makes a payment to Parent which is treated as a Qualifying
Pre-Restructuring Foreign Dividend, FMC shall be liable (and Subsidiary shall
not be liable) for any Taxes of Subsidiary resulting from, arising out of or
relating to such Qualifying Pre-Restructuring Foreign Dividend.

11.6   In the event it is necessary to allocate income, expense or
other items between the Technologies Business and the Chemicals Business in
connection with any aspect of the matters described in sections 11.1, 11.2,
11.3, 11.4 or 11.5, such allocation shall be made by FMC in good faith and in
its reasonable discretion.

11.7   Any alternative minimum tax credit carryforwards ("AMT Credit
C/F's"), regular tax foreign tax credit carryforwards ("Regular FTC C/F's") or
alternative minimum tax foreign tax credit carryforwards ("AMT FTC C/F's") shall
be allocated to Parent and any Refund of any AMT Credit C/F's, Regular FTC C/F's
or AMT FTC C/F's shall be solely for the accoun of Parent.

Section 12. Miscellaneous
-------------

12.1   Effectiveness. This Agreement shall become effective upon
execution by both parties hereto.

12.2   Notices. All notices, requests, demands and other
communications under this Agreement shall be in writing and, unless otherwise
provided herein, shall be deemed to have been duly given (i) on the date of
service if served personally on the party to whom notice is given, (ii) on the
day of transmission if sent via facsimile transmission to the facsimile number
given below; provided, telephonic confirmation of receipt is obtained promptly
after completion of transmission, (iii) on the business day after delivery to an
overnight courier service or the Express mail service maintained by the United
States Postal Service, provided, receipt of delivery has been confirmed, or (iv)
on the fifth day after mailing, provided, receipt of delivery is confirmed, if
mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, properly addressed and return-receipt
requested, to the party as follows:

If to FMC or any FMC Affiliate prior to the Distribution, to:

FMC Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Facsimile: (312) 861-6176
Attention: Secretary

If to FMC or any FMC Affiliate after the Distribution, to:

FMC Corporation
1735 Market Street
Philadelphia, Pennsylvania 19103
Facsimile: (215) 299-5999
Attention: Secretary

-36-

If to Subsidiary or any Subsidiary Affiliate to:

FMC Technologies, Inc.
200 East Randolph Drive
Chicago, Illinois 60601
Facsimile: (312) 861-6176
Attention: Secretary

Any party may change its address or fax number by giving the other party written
notice of its new address or fax number in the manner set forth above.

12.3   Changes in Law. Any reference to a provision of the Code or a
law of another jurisdiction shall include a reference to any applicable
successor provision or law.

12.4   Successors and Assigns. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
and their respective successors and permitted assigns, but neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by either party without the prior written consent of the other party.

12.5   Authorization, Etc. Each of the parties hereto hereby
represents and warrants that it has the power and authority to execute, deliver
and perform this Agreement, that this Agreement has been duly authorized by all
necessary corporate action on the part of such party, that this Agreement
constitutes a legal, valid and binding obligation of each such party and that
the execution, delivery and performance of this Agreement by such party does not
contravene or conflict with any provision of law or of its charter or bylaws or
any agreement, instrument or order binding on such party.

12.6   Complete Agreement. This Agreement shall constitute the entire
agreement between FMC or any FMC Affiliate and Subsidiary or any Subsidiary
Affiliate with respect to the subject matter hereof and shall supersede all
previous negotiations, commitments and writings with respect to such subject
matter. Unless the context indicates otherwise, any reference to Subsidiary in
this Agreement shall refer to Subsidiary and the Subsidiary Affiliates and any
reference to FMC in this Agreement shall refer to FMC and the FMC Affiliates.
Notwithstanding anything to the contrary herein, nothing in this Agreement shall
modify the rights and obligations of the parties as set forth in Section 2.3 of
the Separation Agreement. 

12.7   Interpretation. The Section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or interpretation of
this Agreement. Whenever any words are used herein in the masculine gender, they
shall be construed as though they were also used in the feminine gender in all
cases where they would so apply. The parties have participated jointly in the
negotiation and drafting of this agreement.

12.8   Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
(regardless of the laws that might

-37-

otherwise govern under applicable principles of conflicts law) as to all
matters, including, without limitation, matters of validity, construction,
effect, performance and remedies.

12.9   Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

12.10  Legal Enforceability; No Presumption against Drafter. Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.

12.11  No Third Party Beneficiaries. This Agreement is solely for the
benefit of FMC, the FMC Affiliates, Subsidiary and the Subsidiary Affiliates,
and is not intended to confer upon any other person any rights or remedies
hereunder.

12.12  Jurisdiction; Forum. (a) By the execution and delivery of this
Agreement, FMC and Subsidiary submit and agree to cause the FMC Affiliates and
Subsidiary Affiliates, respectively, to submit to the personal jurisdiction of
any state or federal court in the State of Delaware in any suit or proceeding
arising out of or relating to this Agreement.

(b)  To the extent that FMC, Subsidiary, any FMC Affiliate or
any Subsidiary Affiliate has or hereafter may acquire any immunity from
jurisdiction of any Delaware court or from any legal process (whether through
service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property, FMC or
Subsidiary, as the case may be, hereby irrevocably waives, and agrees to cause
the FMC Affiliates and the Subsidiary Affiliates, respectively, to waive such
immunity in respect of its obligations with respect to this Agreement.

(c)  The parties hereto agree that an appropriate and
convenient, non-exclusive forum for any disputes between any of the parties
hereto or the FMC Affiliates and the Subsidiary Affiliates arising out of this
Agreement shall be in any state or federal court in the State of Delaware.

12.13  Confidentiality. Each party shall hold and cause its
consultants and advisors to hold in strict confidence, unless compelled to
disclose by judicial or administrative process or, in the opinion of its
counsel, by other requirements of law, all information (other than any such
information relating solely to the business or affairs of such party) concerning
the other parties hereto furnished it by such other party or its representatives
pursuant to this Agreement (except to the extent that such information can be
shown to have been (a) previously known by the party to which it was furnished,
(b) in the public domain through no fault of such party, or (c) later lawfully
acquired from other sources by the party to which it was furnished), and each
party shall not release or disclose such information to any other person, except
its auditors, attorneys,

-38-

financial advisors, bankers and other consultants and advisors who shall be
advised of the provisions of this Section. Each party shall be deemed to have
satisfied its obligation to hold confidential information concerning or supplied
by the other party if it exercises the same care as it takes to preserve
confidentiality for its own similar information.

12.14  Expenses. Unless otherwise expressly provided in this Agreement
or in the Separation and Distribution Agreement, each party shall bear any and
all expenses that arise from their respective obligations under this Agreement.
In the event either party to this Agreement brings an action or proceeding for
the breach or enforcement of this Agreement, the prevailing party in such action
or proceeding, whether or not such action or proceeding proceeds to final
judgment, shall be entitled to recover as an element of its costs, and not as
damages, such reasonable attorneys' fees as may be awarded in the action or
proceeding in addition to whatever other relief to which the prevailing party
may be entitled.

12.15  Amendment and Modification. This Agreement may be amended,
modified or supplemented only by written agreement of the parties.

-39-

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by a duly authorized officer as of the date first above
written.

FMC Corporation
on behalf of itself and each of the FMC Affiliates

By  /s/ William G. Walter
----------------------------------------------
Name:  William G. Walter
Title: Executive Vice President

FMC Technologies, Inc.
on behalf of itself and each of the Subsidiary
Affiliates

By  /s/ Randall S. Ellis
----------------------------------------------
Name:  Randall S. Ellis
Title: Vice President

-40-

Exhibit 10.2

EMPLOYEE BENEFITS AGREEMENT

by and between

FMC CORPORATION

and

FMC TECHNOLOGIES, INC.

Dated as of May 30, 2001

TABLE OF CONTENTS

Page
----

ARTICLE I     DEFINITIONS...................................................................................   1

1.1      Aetna Annuity......................................................................................   1
1.2      Agreement .........................................................................................   1
1.3      ASO Contract ......................................................................................   1
1.4      Auditing Party ....................................................................................   1
1.5      Award .............................................................................................   1
1.6      Benefits and Employee Services Organization .......................................................   2
1.7      Benefits Database..................................................................................   2
1.8      Change ............................................................................................   2
1.9      Close of the Distribution Date ....................................................................   2
1.10     COBRA .............................................................................................   2
1.11     Code ..............................................................................................   2
1.12     Defined Contribution Plan .........................................................................   2
1.13     Defined Contribution Plan for Bargaining Unit Employees ...........................................   2
1.14     Distribution Date Ratio ...........................................................................   2
1.15     DOL ...............................................................................................   2
1.16     Enrolled Actuary ..................................................................................   2
1.17     ERISA .............................................................................................   2
1.18     Excluded Liabilities ..............................................................................   2
1.19     Executive Benefit Plans ...........................................................................   3
1.20     Flexible Benefits Plan ............................................................................   3
1.21     FMLA ..............................................................................................   3
1.22     Foreign Plans .....................................................................................   3
1.23     Group Insurance Policies ..........................................................................   3
1.24     Group Life Program ................................................................................   3
1.25     HCFA ..............................................................................................   3
1.26     Health and Welfare Plans ..........................................................................   3
1.27     HMO ...............................................................................................   3
1.28     HMO Agreements ....................................................................................   3
1.29     Immediately after the Distribution Date ...........................................................   4
1.30     Incentive Plan ....................................................................................   4
1.31     Individual Agreement ..............................................................................   4
1.32     Initial Pension Transfer                                                                              
1.33     IPO Ratio..........................................................................................   4
1.34     IRS ...............................................................................................   4
1.35     Leave of Absence ..................................................................................   4
1.36     Legally Permissible ...............................................................................   4
1.37     Material Feature ..................................................................................   4
1.38     Medical Plan ......................................................................................   4
1.39     Non-Employee Director .............................................................................   4
1.40     Non-Employee Director Plan ........................................................................   5
1.41     Non-parties .......................................................................................   5

-i-

1.42     Option ............................................................................................   5
1.43     Outsource .........................................................................................   5
1.44     Parent ............................................................................................   5
1.45     Parent

Distribution Date Stock Value...............................................................   5
1.46     Parent Entity......................................................................................   5
1.47     Parent Executive...................................................................................   5
1.48     Parent IPO Stock Value.............................................................................   5
1.49     Parent Leave of Absence Programs...................................................................   5
1.50     Parent LTD Plan....................................................................................   5
1.51     Parent Transfer Date Stock Value...................................................................   5
1.52     Parent Transferred Employee........................................................................   6
1.53     Parent WCP.........................................................................................   6
1.54     Participating Company..............................................................................   6
1.55     PBGC ..............................................................................................   6
1.56     Pension Interest...................................................................................   6
1.57     Pension Plan.......................................................................................   6
1.58     Plan ..............................................................................................   6
1.59     Prudential Annuity.................................................................................   6
1.60     Puerto Rico Medical and Dental Plan................................................................   7
1.61     Puerto Rico Pension Plan...........................................................................   7
1.62     Puerto Rico Savings Plan...........................................................................   7
1.63     QDRO ..............................................................................................   7
1.64     QMCSO .............................................................................................   7
1.65     Rabbi Trusts.......................................................................................   7
1.66     Savings Plan(s)....................................................................................   7
1.67     Separation and Distribution Agreement..............................................................   7
1.68     Supplemental Pension Plan..........................................................................   7
1.69     Technologies.......................................................................................   7
1.70     Technologies Administrative Employees..............................................................   7
1.71     Technologies Distribution Date Stock Value.........................................................   8
1.72     Technologies Entity................................................................................   8
1.73     Technologies Individual............................................................................   8
1.74     Technologies IPO Stock Value.......................................................................   8
1.75     Technologies Transfer Date Stock Value.............................................................   8
1.76     Technologies WCP Claims............................................................................   8
1.77     Transfer Date......................................................................................   8
1.78     Transfer Date Ratio................................................................................   8
1.79     Transferred Individual.............................................................................   8
1.80     VEBA ..............................................................................................   9
1.81     VEBA Plans.........................................................................................   9

ARTICLE II.   GENERAL PRINCIPLES............................................................................   9

2.1      Assumption of Liabilities..........................................................................   9
2.2      Technologies Participation in Parent Plans.........................................................   9
2.3      Establishment of Technologies Plans................................................................   10

-ii-

2.4      Terms of Participation by Transferred Individuals in Technologies                                     
Plans and Technologies Non-Employee Directors in the Technologies                                     
Non-Employee Director Plan.........................................................................   11
2.5      Procedures for Amendments to Plans, Plan Designs, Administrative Practices and Vendor Contracts....   12
2.6      Best Efforts.......................................................................................   13
2.7      Regulatory Compliance..............................................................................   13

ARTICLE III.   DEFINED BENEFIT PLANS........................................................................   13

3.1      Assumption of Certain Assets and Certain Liabilities by Technologies Pension Plan..................   13
3.2      Pension Asset Transfers............................................................................   14
3.3      Assumption of Parent Puerto Rico Pension Plan......................................................   14

ARTICLE IV.   DEFINED CONTRIBUTION PLANS....................................................................   14

4.1      Defined Contribution Plans and Defined Contribution Plan for Bargaining                               
Unit Employees.....................................................................................   14
4.2      Defined Contribution Plan Asset Transfer...........................................................   15
4.3      Assumption of Parent Puerto Rico Savings Plan......................................................   15

ARTICLE V.   HEALTH AND WELFARE PLANS.......................................................................   15

5.1      Assumption of Health and Welfare Plans' Liabilities................................................   15
5.2      Establishment of Mirror VEBA.......................................................................   16
5.3      VEBA Asset Transfers...............................................................................   16
5.4      Investments of and Distribution from VEBAs.........................................................   16
5.5      Vendor Contracts...................................................................................   16
5.6      Parent Long-Term Disability........................................................................   18
5.7      Post-Retirement Health and Life Insurance Benefits.................................................   18
5.8      COBRA..............................................................................................   19
5.9      Leave of Absence Programs..........................................................................   19
5.10     Parent Workers' Compensation Program...............................................................   20
5.11     Post-Distribution Transitional Arrangements........................................................   22

ARTICLE VI.   EXECUTIVE BENEFITS AND NON-EMPLOYEE DIRECTOR                                                     
BENEFITS......................................................................................   23

6.1      Assumption of Obligations..........................................................................   23
6.2      Consents, Notifications and Assignments............................................................   23
6.3      Parent Incentive Plans.............................................................................   24
6.4      Parent Award Deferrals.............................................................................   25
6.5      Non-Employee Director Benefits.....................................................................   25
6.6      Rabbi Trust........................................................................................   27

ARTICLE VII.   OTHER BENEFITS...............................................................................   28

-iii-

ARTICLE VIII.  GENERAL AND ADMINISTRATIVE...................................................................   28

8.1      Payment of Administrative Costs and Expenses.......................................................   28
8.2      Payment of Liabilities, Plan Expenses and Related Matters..........................................   29
8.3      Sharing of Participant Information.................................................................   30
8.4      Reporting and Disclosure and Communications to Participants........................................   30
8.5      Non-Termination of Employment; No Third-Party Beneficiaries........................................   30
8.6      Plan Audits........................................................................................   31
8.7      Beneficiary Designations...........................................................................   31
8.8      Requests for IRS Rulings and DOL Opinions..........................................................   32
8.9      Fiduciary Matters..................................................................................   32
8.10     Payroll Taxes and Reporting of Compensation........................................................   32
8.11     Collective Bargaining..............................................................................   33
8.12     Consent of Third Parties...........................................................................   33

ARTICLE IX. FOREIGN PLANS...................................................................................   33

ARTICLE X.  MISCELLANEOUS...................................................................................   34

10.1     Effect If Distribution Does Not Occur..............................................................   34
10.2     Relationship of Parties............................................................................   34
10.3     Affiliates.........................................................................................   34
10.4     Incorporation of Separation and Distribution Agreement Provisions..................................   34
10.5     Governing Law......................................................................................   35

-iv-

EMPLOYEE BENEFITS AGREEMENT

RECITALS

This EMPLOYEE BENEFITS AGREEMENT (this "Agreement"), dated as of May 30,
---------
2001 is by and between FMC CORPORATION, a Delaware corporation ("Parent"), and
------
FMC TECHNOLOGIES, INC., a Delaware corporation and a wholly owned subsidiary of
Parent ("Technologies").
------------

WHEREAS, the Board of Directors of Parent has determined that it is in the
best interests of Parent and its stockholders to separate Parent's existing
businesses into two independent companies;

WHEREAS, in furtherance of the foregoing, Parent and Technologies have
entered into a Separation and Distribution Agreement, dated as of the date
hereof (the "Separation and Distribution Agreement") and certain other
-------------------------------------
agreements that will govern certain matters relating to the Separation and the
Contribution, the IPO, the Distribution and the relationship of Parent,
Technologies, and their respective Subsidiaries following the IPO and the
Distribution; and

WHEREAS, pursuant to the Separation and Distribution Agreement, Parent and
Technologies have agreed to enter into this Agreement allocating assets,
liabilities and responsibilities with respect to certain employee and director
compensation and benefit plans and programs between them.

NOW, THEREFORE, in consideration of the premises, and of the agreements set
forth herein, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

Any capitalized terms that are used in this Agreement but not defined
herein (other than the names of Parent employee benefit plans) shall have the
meanings set forth in the Separation and Distribution Agreement, and, as used
herein, the following terms shall have the following meanings (such meanings to
be equally applicable to both the singular and plural forms of the terms
defined):

1.1  Aetna Annuity means the non-participating group annuity contract
issued by Aetna Life Insurance Company funding a portion of the Parent Pension
Plan.

1.2  Agreement means this Employee Benefits Agreement, including all the
Schedules and Exhibits hereto.

1.3  ASO Contract is defined in Section 5.5(a)(i). 
-----------------

1.4  Auditing Party is defined in Section 8.6(a)(i). 
-----------------

1.5  Award means an award under an Incentive Plan.

1.6  Benefits and Employee Services Organization means the Employee Service
Center and corporate human resources department, including human resources
information systems and relocation, each of which shall be a part of Parent
through April 30, 2001 and each of which shall become a part of Technologies
effective as of May 1, 2001.

1.7  Benefits Database is defined in Section 5.11(c)(iii).
--------------------

1.8  Change is defined in Section 2.5(b)(i). 
-----------------

1.9  Close of the Distribution Date means 11:59:59 P.M. City of Chicago
time on the Distribution Date.

1.10 COBRA means the continuation coverage requirements for "group health
plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, and as codified in Section 4980B of the Code and Sections 601
through 608 of ERISA.

1.11 Code means the Internal Revenue Code of 1986, as amended, or any
successor Federal income tax law. Reference to a specific Code provision also
includes any proposed, temporary or final regulation in force under that
provision.

1.12 Defined Contribution Plan, when immediately preceded by "Parent,"
means the FMC Corporation Savings and Investment Plan. When immediately preceded
by "Technologies," Defined Contribution Plan means the plan to be established by
Technologies pursuant to Section 2.3 that corresponds to both the Parent Defined
-----------
Contribution Plan and the Parent Defined Contribution Plan for Bargaining Unit
Employees.

1.13 Defined Contribution Plan for Bargaining Unit Employees means the FMC
Corporation Savings and Investment Plan for Bargaining Unit Employees.

1.14 Distribution Date Ratio means the amount obtained by dividing the
Parent Distribution Date Stock Value by the Technologies Distribution Date Stock
Value.

1.15 DOL means the United States Department of Labor.

1.16 Enrolled Actuary means Hewitt Associates, 100 Half Day Road,
Lincolnshire, Illinois 60069.

1.17 ERISA means the Employee Retirement Income Security Act of 1974, as
amended. Reference to a specific provision of ERISA also includes any proposed,
temporary or final regulation in force under that provision.

1.18 Excluded Liabilities means any Liabilities to or relating to Parent
Transferred Employees and their respective dependents and beneficiaries relating
to, arising out of or resulting from employment by Technologies or a
Technologies Entity before becoming Parent Transferred Employees or employment
by Parent or a Parent Entity (including, without limitation, Liabilities under
Parent Plans).

1.19 Executive Benefit Plans, when immediately preceded by "Parent," means
the executive benefit and nonqualified plans, programs and arrangements
established, maintained, agreed upon or assumed by Parent or a Parent Entity for
the benefit of executive employees and former executive employees of Parent or a
Parent Entity before the Close of the Distribution Date, as set forth on
Schedule A. When immediately preceded by "Technologies," Executive Benefit Plans
----------
means the plans to be established by Technologies pursuant to Section 2.3 that
-----------
correspond to the respective Parent Executive Benefit Plans. Executive Benefit
Plans do not include Foreign Plans.

1.20 Flexible Benefits Plan, when immediately preceded by "Parent," means
the FMC Flexible Benefits Plan. When immediately preceded by "Technologies,"
Flexible Benefits Plan means the portion of the plan to be established by
Technologies pursuant to Section 2.3 that corresponds to the Parent Flexible
-----------
Benefits Plan.

1.21 FMLA means the Family and Medical Leave Act of 1993, as amended.

1.22 Foreign Plans, when immediately preceded by "Parent," means the plans,
programs and arrangements established, maintained, agreed upon or assumed by
Parent or a Parent Entity primarily for the benefit of individuals substantially
all of whom are nonresident aliens of the United States before the Close of
Distribution Date, as set forth on Schedule B. When immediately preceded by
----------
"Technologies," Foreign Plans means the plans to be established by Technologies
pursuant to Section 2.3 that correspond to the respective Parent Foreign Plans.
-----------

1.23 Group Insurance Policies is defined in Section 5.5(b)(i).
-----------------

1.24 Group Life Program, when immediately preceded by "Parent," means the
portion of the FMC Corporation Welfare Benefits Plan that provides group basic
life insurance coverage, and the portion of the Parent VEBA, if any, that
provides group supplemental life insurance coverage for the benefit of employees
and retirees of Parent and certain Parent entities established, maintained,
agreed upon or assumed by Parent or a Parent Entity before the Close of the
Distribution Date. When immediately preceded by "Technologies," Group Life
Program means the plans to be established by Technologies pursuant to Section
-------
2.3 that correspond to the respective Parent Group Life Program.
---

1.25 HCFA means the Health Care Financing Administration.

1.26 Health and Welfare Plans, when immediately preceded by "Parent," means
the health and welfare plans, programs and arrangements established and
maintained, agreed upon or assumed by Parent or a Parent Entity for the benefit
of employees and retirees of Parent and certain Parent Entities, before the
Close of the Distribution Date, as set forth on Schedule C. When immediately
----------  
preceded by "Technologies," Health and Welfare Plans means the plans to be
established by Technologies pursuant to Section 2.3 that correspond to the
-----------
respective Parent Health and Welfare Plans. Health and Welfare Plans do not
include Foreign Plans.

1.27 HMO means a health maintenance organization that provides insured
benefits under the Parent Medical Plans or the Technologies Medical Plans.

1.28 HMO Agreements is defined in Section 5.5(c)(i). 
-----------------

1.29 Immediately after the Distribution Date means 12:00 A.M. City of
Chicago time on the day after the Distribution Date.

1.30 Incentive Plan, when immediately preceded by "Parent," means any of
the cash and stock-based incentive plans, programs and arrangements established,
maintained, agreed upon or assumed by Parent for the benefit of employees of
Parent or a Parent Entity before the Close of the Distribution Date, as set
forth on Schedule D. When immediately preceded by "Technologies," Incentive Plan
----------
means the Incentive Plan to be established by Technologies pursuant to Section
-------
2.3 that corresponds to the Parent Incentive Plan and the Parent Non-Employee
---
Director Plan. Incentive Plans do not include Foreign Plans.

1.31 Individual Agreement means an individual contract or agreement
(whether written or unwritten) entered into between Parent, a Parent Entity,
Technologies or a 

Technologies Entity and a Parent Executive that establishes the right of such
individual to special executive compensation or benefits, including, without
limitation, supplemental pension benefit, hiring bonus, loan, guaranteed
payment, special allowance, tax equalization or disability benefit.

1.32 Initial Pension Transfer means an amount estimated by the Enrolled
Actuary to be equal to eighty-five percent (85%) of the amount described in
Section 3.2(a) as of the close of business on April 30, 2001.
--------------

1.33 IPO Ratio means the amount obtained by dividing the Parent IPO Stock
Value by the Technologies IPO Stock Value.

1.34 IRS means the Internal Revenue Service.

1.35 Leave of Absence means any authorized leave of absence, including,
without limitation, leaves of absence for short-term disability, long-term
disability and workers' compensation.

1.36 Legally Permissible is defined in Section 5.10(a)(iv).
-------------------

1.37 Material Feature means any feature of a Plan that could reasonably be
expected to be of material importance to the sponsoring employer or the
participants and beneficiaries of the Plan, which could include, depending on
the type and purpose of the particular Plan, the class or classes of employees
eligible to participate in such Plan, the nature, type, form, source and level
of benefits provided by the employer under such Plan and the amount or level of
contributions, if any, required to be made by participants (or their dependents
or beneficiaries) to such Plan.

1.38 Medical Plan, when immediately preceded by "Parent," means the portion
of the FMC Corporation Welfare Benefits Plan that provides medical benefits to
employees and retirees of Parent and certain Parent Entities established,
maintained, agreed upon or assumed by Parent or a Parent Entity. When
immediately preceded by "Technologies," Medical Plan means the portion of the
plan to be established by Technologies pursuant to Section 2.3 that corresponds
-----------    
to the Parent Medical Plan.

1.39 Non-Employee Director, when immediately preceded by "Parent," means a
member of Parent's Board of Directors who is not an employee of Parent, a Parent
Entity, Technologies or a Technologies Entity, and who is not a Technologies 
Non-Employee Director. When immediately preceded by "Technologies," Non-Employee
Director means a member of Technologies' Board of Directors who is not an
employee of Parent, a Parent Entity, Technologies or a Technologies Entity, and
who is not a Parent Non-Employee Director. When immediately preceded by "Parent
and Technologies," Non-Employee Director means a member of Parent's Board of
Directors and Technologies' Board of Directors who is not an employee of Parent,
a Parent Entity, Technologies or a Technologies Entity.

1.40 Non-Employee Director Plan, when immediately preceded by "Parent,"
means the FMC Corporation Compensation Plan for Non-Employee Directors, and when
immediately preceded by "Technologies," Non-Employee Director Plan means the
portion of the Technologies Incentive Plan to be established by Technologies
pursuant to Section 2.3 that corresponds to the Parent Non-Employee Director
-----------
Plan.

1.41 Non-parties is defined in Section 8.6(a)(ii).
------------------

1.42 Option, when immediately preceded by "Parent," means an option to
purchase Parent Common Stock. When immediately preceded by "Technologies,"
Option means an option to purchase Technologies Common Stock, in each case
pursuant to an Incentive Plan.

1.43 Outsource is defined in Section 5.10(a)(iii). 
--------------------

1.44 Parent is defined in the first paragraph of Recitals to this
Agreement.

1.45 Parent Distribution Date Stock Value means the closing price of the
Parent Common Stock as listed on the NYSE on the Distribution Date.

1.46 Parent Entity means any Person that is, at the relevant time, an
Affiliate of Parent, except that, for periods beginning on and after the
Assumption Time, the term "Parent Entity" shall not include Technologies or a
Technologies Entity.

1.47 Parent Executive means an employee or former employee of Parent, a
Parent Entity, Technologies or a Technologies Entity, who immediately before the
Close of the Distribution Date is eligible to participate in or receive a
benefit under any Parent Executive Benefit Plan.

1.48 Parent IPO Stock Value means the closing price of the Parent Common
Stock as listed on the NYSE on the trading day immediately preceding the IPO
Date.

1.49 Parent Leave of Absence Programs means the Short-Term Disability
Leave, Union Business Leave, Military Leave, FMLA Leave and any other leave
programs offered from time to time under the personnel policies and practices of
Parent.

1.50 Parent LTD Plan means the FMC Long-Term Disability Plan.

1.51 Parent Transfer Date Stock Value means, with respect to any
Technologies Administrative Employee, the closing price of the Parent Common
Stock as listed on the NYSE on the trading day immediately preceding the
Transfer Date.

1.52 Parent Transferred Employee means an individual who (a) on May 1,
2001, is either actively employed by or on Leave of Absence from Technologies or
a Technologies Entity, if such individual is part of a work group or
organization that, at any time before the Close of the Distribution Date, moves
to the employ of Parent or a Parent Entity; (b) on May 1, 2001, is either
actively employed by or on Leave of Absence from a Parent Entity that becomes a
Technologies Entity before the Close of the Distribution Date, if such
individual, at any time before the Close of the Distribution Date, moves to the
employ of Parent or a Parent Entity that does not become a Technologies Entity
before the Close of the Distribution Date; or (c) on May 1, 2001, is either
actively employed by or on Leave of Absence from Technologies or a Technologies
Entity in a common support function, is at any time before the Close of the
Distribution Date designated by Parent for transfer to Parent or a Parent Entity
and, at any time after May 1, 2001 and before the Close of the Distribution
Date, moves to the employ of Parent 

or a Parent Entity. In addition, Parent and Technologies may designate, by
mutual agreement, any other individual or group of individuals as Parent
Transferred Employees.

1.53 Parent WCP means the Parent Workers' Compensation Program, comprised
of the various arrangements established by Parent or a Parent Entity to comply
with the workers' compensation requirements of the states in which Parent and
its Affiliates conduct business.

1.54 Participating Company means (a) Parent, and (b) any Person, other than
an individual, that is, by the terms of such a Plan, participating in such Plan
or has any employees who are, by the terms of such Plan, participating in such
Plan.

1.55 PBGC means the Pension Benefit Guaranty Corporation.

1.56 Pension Interest means the amount of the net earnings or losses, as
the case may be, on the average of the daily balances of (a) the amount
described by Section 3.2(a), less (b) the amount described by Section 3.2(b),
--------------                                   --------------
less (c) the Initial Pension Transfer, based upon the actual rate of return
earned by the Parent Pension Plan for each full month from May 1, 2001 and prior
to the date of asset transfer, and based upon an interest rate of six and one-
half percent (6.5%) per annum for the period beginning on the first day of the
month containing the asset transfer date and ending on the date immediately
preceding the date of asset transfer.

1.57 Pension Plan, when immediately preceded by "Parent," means the FMC
Corporation Employees' Retirement Program. When immediately preceded by
"Technologies," Pension Plan means the pension plan to be established by
Technologies pursuant to Section 2.3 that corresponds to the Parent Pension
-----------
Plan.

1.58 Plan, when immediately preceded by "Parent" or "Technologies," means
any plan, policy, program, payroll practice, on-going arrangement, contract,
trust, annuity contract, insurance policy or other agreement or funding vehicle
providing benefits to employees, former employees, dependents of employees or
former employees, or Non-Employee Directors of Parent or Technologies or Parent
and Technologies, as applicable, other than Foreign Plans.

1.59 Prudential Annuity means the participating group annuity contract
issued by The Prudential Insurance Company of America funding a portion of the
Parent Pension Plan.

1.60 Puerto Rico Medical and Dental Plan, when immediately preceded by
"Parent," means the FMC Puerto Rico Medical and Dental Plan. When immediately
preceded by "Technologies," Puerto Rico Medical and Dental Plan means the Parent
Puerto Rico Medical and Dental Plan to be assumed by Technologies pursuant to
Section 2.3.
-----------

1.61 Puerto Rico Pension Plan, when immediately preceded by "Parent," means
the FMC Puerto Rico Retirement Plan. When immediately preceded by
"Technologies," Puerto Rico Pension Plan means the Parent Puerto Rico Pension
Plan to be assumed by Technologies pursuant to Section 2.3.
-----------

1.62 Puerto Rico Savings Plan, when immediately preceded by "Parent," means
the FMC Puerto Rico Savings and Investment Plan. When immediately preceded by

"Technologies," Puerto Rico Savings Plan means the Parent Puerto Rico Savings
Plan to be assumed by Technologies pursuant to Section 2.3.
-----------

1.63 QDRO means a domestic relations order which qualifies under Section
414(p) of the Code and Section 206(d) of ERISA and which creates or recognizes
an alternate payee's right to, or assigns to an alternate payee, all or a
portion of the benefits payable to a participant under the Parent Pension Plan
and/or one of the Parent Savings Plans.

1.64 QMCSO means a medical child support order which qualifies under
Section 609(a) of ERISA and which creates or recognizes an alternate recipient's
right to, or assigns to an alternate recipient the right to, receive benefits
for which a participant or beneficiary is eligible under a Parent Medical Plan.

1.65 Rabbi Trusts, when immediately preceded by "Parent," means the FMC
Executive Severance Trust, the FMC Supplemental Pension Trust, the FMC Non-
Qualified Retirement and Thrift Trust and the Moorco International, Inc.
Executive Retirement Trust. When immediately preceded by "Technologies," Rabbi
Trust means the grantor trusts to be established by Technologies pursuant to
Section 6.6(a) that correspond to the respective Parent Rabbi Trusts.
--------------

1.66 Savings Plan(s), when immediately preceded by "Parent," means the
Parent Defined Contribution Plan and the Parent Defined Contribution Plan for
Bargaining Unit Employees. When immediately preceded by "Technologies," Savings
Plan means the Technologies Defined Contribution Plan.

1.67 Separation and Distribution Agreement is defined in the third
paragraph of the Recitals to this Agreement.

1.68 Supplemental Pension Plan, when immediately preceded by "Parent,"
means the Parent Salaried Employees' Equivalent Retirement Plan. When
immediately preceded by "Technologies," Supplemental Pension Plan means the
supplemental pension plan to be established by Technologies that corresponds to
the Parent Supplemental Pension Plan pursuant to Section 2.3.
-----------

1.69 Technologies is defined in the first paragraph of Recitals to this
Agreement.

1.70 Technologies Administrative Employees is defined in Section 8.1(b).
--------------

1.71 Technologies Distribution Date Stock Value means the closing price of
the Technologies Common Stock as listed on the NYSE on the Distribution Date.

1.72 Technologies Entity means any Person that is, at the relevant time, a
Subsidiary or an Affiliate of Technologies.

1.73 Technologies Individual means any individual other than any Parent
Transferred Employee who (a) on May 1, 2001, is either actively employed by or
on Leave of Absence from Technologies or a Technologies Entity; (b) is either
actively employed by or on Leave of Absence from Parent or a Parent Entity and
moves from the employ of Parent or a Parent Entity to the employ of Technologies
or a Technologies Entity before the Close of the Distribution 

Date; (c) is either actively employed by or on Leave of Absence from a Parent
Entity that becomes a Technologies Entity before the Close of the Distribution
Date; or (d) is a Technologies Administrative Employee. In addition, Parent and
Technologies may designate, by mutual agreement, any other individual or group
of individuals as Technologies Individuals.

1.74 Technologies IPO Stock Value means the initial public offering price
of the Technologies Common Stock offered to investors in the IPO.

1.75 Technologies Transfer Date Stock Value means, with respect to a
Technologies Individual, the closing price of the Technologies Common Stock as
listed on the NYSE on the trading day immediately preceding the Transfer Date.

1.76 Technologies WCP Claims is defined in Section 5.10(a)(i).
------------------

1.77 Transfer Date means, with respect to a Technologies Administrative
Employee, the later of the Distribution Date and the date he or she becomes a
Technologies Individual.

1.78 Transfer Date Ratio means, with respect to a Technologies
Administrative Employee, the amount obtained by dividing the Parent Transfer
Date Stock Value with respect to such Technologies Administrative Employee by
the Technologies Transfer Date Stock Value with respect to such Technologies
Administrative Employee.

1.79 Transferred Individual means any individual who, as of the Close of
the Distribution Date (or with respect to the Technologies Pension Plan and the
Technologies Supplemental Pension Plan any individual who, as of May 1, 2001)
is: (a) either actively employed by or on Leave of Absence from Technologies or
a Technologies Entity; or (b) neither actively employed by, nor on a Leave of
Absence from, Technologies or a Technologies Entity, but who (i) was a
Technologies Individual, or (ii) whose most recent active employment with Parent
or a past or present Affiliate of Parent was with one of the corporate divisions
constituting part of the Technologies Business, as set forth on Schedule E.
----------
Transferred Individuals shall also include the Technologies Administrative
Employees from and after the Transfer Date. An alternate payee under a QDRO, an
alternate recipient under a QMCSO, a beneficiary or a covered dependent, in each
case, of an employee or former employee described in either of the preceding two
sentences shall also be a Transferred Individual with respect to that employee's
or former employee's benefit under the applicable Plans. Such an alternate
payee, alternate recipient, beneficiary or covered dependent shall not otherwise
be considered a Transferred Individual with respect to his or her own benefits
under any applicable Plans unless he or she is a Transferred Individual by
virtue of either of the first two sentences of this definition. In addition,
Parent and Technologies may designate, by mutual agreement, any other
individuals, or group of individuals, as Transferred Individuals. An individual
may be a Transferred Individual pursuant to this definition regardless of
whether such individual is or was a Technologies Individual and regardless of
whether such individual is, as of the Distribution Date (or, with respect to the
Technologies Pension Plan and the Technologies Supplemental Pension Plan, May 1,
2001), alive, actively employed, on a temporary Leave of Absence from active
employment, on layoff, terminated from employment, retired or on any other type
of employment or post-employment status relative to a Parent Plan, and
regardless of whether, as of the Close of the Distribution 

Date (or, with respect to the Technologies Pension Plan and the Technologies
Supplemental Pension Plan, May 1, 2001), such individual is then receiving any
benefits from a Parent Plan.

1.80 VEBA, when immediately preceded by "Parent," means the FMC Master
Welfare Benefits Trust. When immediately preceded by "Technologies," VEBA means
the trust, if any, to be established by Technologies pursuant to Section 2.3
-----------
that corresponds to the Parent VEBA.

1.81 VEBA Plans is defined in Section 5.3.
-----------

ARTICLE II
GENERAL PRINCIPLES

2.1  Assumption of Liabilities. Technologies hereby assumes and agrees to
pay, perform, fulfill and discharge, in accordance with their respective terms,
all of the following, regardless of when or where such Liabilities arose or
arise or were or are incurred, except as expressly provided otherwise in this
Agreement: (a) all Liabilities to or relating to Technologies Individuals and
Transferred Individuals, and their respective dependents and beneficiaries, in
each case relating to, arising out of or resulting from employment by Parent or
a Parent Entity before becoming Technologies Individuals or Transferred
Individuals, respectively, including, without limitation, Liabilities under
Parent Plans and Technologies Plans; (b) all other Liabilities to or relating to
Technologies Individuals, Transferred Individuals and other employees or former
employees of Technologies or a Technologies Entity, and their respective
dependents and beneficiaries, in each case relating to, arising out of or
resulting from future, present or former employment with Technologies or a
Technologies Entity, including, without limitation, Liabilities under Parent
Plans and Technologies Plans; (c) all Liabilities relating to, arising out of or
resulting from any other actual or alleged employment relationship with
Technologies or a Technologies Entity, including, without limitation, all
Liabilities relating to, arising out of or resulting from any collective
bargaining agreement covering any Technologies Individuals or Transferred
Individuals; and (d) all other Liabilities relating to, arising out of or
resulting from obligations and responsibilities expressly assumed or retained by
Technologies, a Technologies Entity, or a Technologies Plan pursuant to this
Agreement. Notwithstanding the foregoing, Technologies shall not, by virtue of
any provision of this Agreement or the Separation and Distribution Agreement, be
deemed to have assumed any Excluded Liabilities.

2.2  Technologies Participation in Parent Plans.

(a)  Participation in Parent Plans. Effective as of May 1, 2001 and
subject to the terms and conditions of this Agreement, Technologies and each
Technologies Entity that is not, as of the date hereof, a Participating Company
in any Parent Plan shall become a Participating Company in each Parent Plan,
other than the Parent Pension Plan and the Parent Supplemental Pension Plan, to
the extent in effect as of May 1, 2001. Effective as of May 1, 2001 each
Technologies Entity that is, as of the date of this Agreement, a Participating
Company in a Parent Plan shall continue as such; provided, however, that each
Technologies Entity that is, as of the date of this Agreement, a Participating
Company in the Parent Pension Plan and the Parent Supplemental Pension Plan
shall cease being a Participating Company in the Parent Pension Plan and the
Parent Supplemental Pension Plan effective as of May 1, 2001. Notwithstanding
the foregoing, the Foreign Plans shall be governed by Article IX hereof.
----------

(b)  Parent's General Obligations as Plan Sponsor. Effective May 1,
2001, Parent shall transfer responsibility to Technologies to administer, or
cause to be administered, in accordance with their terms and applicable law, the
Parent Plans, and from and after May 1, 2001 through December 31, 2002,
Technologies shall have the sole discretion and authority to interpret the
Parent Plans as set forth therein consistent with Section 2.5(e).

(c)  Technologies' General Obligations as Participating Company.
Technologies shall perform with respect to its participation in the Parent
Plans, and shall cause each Technologies Entity with respect to its
participation in the Parent Plans to perform, the duties of a Participating
Company as set forth in such Plans or any procedures adopted pursuant thereto,
including, without limitation: (i) assisting in the administration of claims to
the extent requested by the claims administrator of the applicable Parent Plan;
(ii) cooperating fully with Parent Plan auditors, benefit personnel and benefit
vendors; (iii) preserving the confidentiality of all financial arrangements
Parent has or may have with any vendors, claims administrators, trustees or any
other entity or individual with whom Parent has entered into an agreement
relating to the Parent Plans; and (iv) preserving the confidentiality of all
participant health information. From and after May 1, 2001 through December 31,
2002, Parent shall perform and shall cause each Parent Entity to perform the
duties described above as if it were a Participating Company.

(d)  Termination of Participating Company Status. Effective as of May
1, 2001, each of Technologies and each Technologies Entity shall cease to be a
Participating Company in the Parent Pension Plan and the Parent Supplemental
Pension Plan. Effective as of the Close of the Distribution Date, each of
Technologies and each Technologies Entity shall cease to be a Participating
Company in the Parent Plans, other than the Parent Pension Plan and the Parent
Supplemental Pension Plan.

2.3  Establishment of Technologies Plans. Effective as of the Distribution
Date, Technologies shall adopt, cause to be adopted, or shall assume, as
applicable, the Technologies Savings Plan, Technologies Puerto Rico Savings
Plan, Technologies Puerto Rico Pension Plan, Technologies Puerto Rico Medical
and Dental Plan, Technologies Foreign Plans, Technologies Health and Welfare
Plans and Technologies Executive Benefit Plans (other than the Parent
Supplemental Pension Plan) for the benefit of the Transferred Individuals and
other current, future and former employees of Technologies and the Technologies
Entities. The foregoing Technologies Plans as in effect as of the Distribution
Date shall be substantially identical in all Material Features to the
corresponding Parent Plans as in effect as of the Close of the Distribution
Date. Effective as of May 1, 2001, Technologies shall adopt, or cause to be
adopted, the Technologies Pension Plan and the Technologies Supplemental Pension
Plan for the benefit of the Transferred Individuals and other current, future
and former employees of Technologies and the Technologies Entities. The
Technologies Pension Plan and the Technologies Supplemental Pension Plan as in
effect as of May 1, 2001 shall each be substantially identical in all Material
Features to the Parent Pension Plan and the Parent Supplemental Pension Plan as
in effect as of May 1, 2001. Notwithstanding the foregoing, the Foreign Plans
shall be governed by Article IX hereof. Notwithstanding the foregoing, the
----------  
Technologies Incentive Plan, including the Technologies Non-Employee Director
Plan, shall be adopted by Technologies and approved by Parent as sole
shareholder of Technologies, before the IPO Date, to become effective as of May
1, 2001. The Technologies Incentive Plan shall be 

substantially identical in all Material Features to the corresponding Parent
Incentive Plan and the Parent Non-Employee Director Plan, except that such
Technologies Incentive Plan shall provide for all stock-based awards to be based
upon Technologies Common Stock rather than Parent Common Stock.

2.4 Terms of Participation by Transferred Individuals in Technologies
Plans and Technologies Non-Employee Directors in the Technologies Non-Employee
Director Plan.

(a)  Technologies Plans. The Technologies Plans shall be, with
respect to Transferred Individuals, in all respects the successors in interest
to, and shall not provide benefits that duplicate benefits provided by, the
corresponding Parent Plans. Parent and Technologies shall agree on methods and
procedures, including, without limitation, amending the respective Plan
documents, to prevent Transferred Individuals from receiving duplicative
benefits from the Parent Plans and the Technologies Plans. With respect to
Transferred Individuals, each Technologies Plan shall provide that all service,
all compensation and all other benefit-affecting determinations that, as of the
Close of the Distribution Date, were recognized under the corresponding Parent
Plan shall, as of Immediately after the Distribution Date, receive full
recognition, credit and validity and be taken into account under such
Technologies Plan to the same extent as if such items occurred under such
Technologies Plan, except to the extent that duplication of benefits would
result. The provisions of this Agreement that provide for the transfer of assets
from the Parent Plans to the corresponding Technologies Plans are based upon the
understanding of the parties that each such Technologies Plan will assume all
Liabilities of the corresponding Parent Plan to or relating to Transferred
Individuals, as provided for herein. If any such Liabilities are not effectively
assumed by the appropriate Technologies Plan, then the amount of assets
transferred to the Technologies Plan from the corresponding Parent Plan shall be
recomputed, ab initio, as set forth below but taking into account the retention
of such Liabilities by such Parent Plan, and assets shall be transferred by the
Technologies Plan to the Parent Plan so as to place each such Plan in the
position it would have been in, had the initial asset transfer been made in
accordance with such recomputed amount of assets.

(b)  Technologies Non-Employee Director Plan. With respect to the
Technologies Non-Employee Directors who participated in the corresponding Parent
Non-Employee Director Plan prior to the Distribution Date, the Technologies
Non-Employee Director Plan shall be, in all respects the successor in interest
to, and shall not provide benefits that duplicate benefits provided by, the
Parent Non-Employee Director Plan. With respect to the Parent and Technologies
Non-Employee Directors who, prior to the Distribution Date participated in, and
who continue to participate in the corresponding Parent Non-Employee Director
Plan after the Distribution Date, the Technologies Non-Employee Director Plan
shall be the successor in interest to a portion of, and shall not provide
benefits that duplicate benefits provided by the Parent Non-Employee Director
Plan.

2.5 Procedures for Amendments to Plans, Plan Designs, Administrative
Practices and Vendor Contracts.

(a)  Amendments to Plan Documents. From May 1, 2001 through
December 31, 2002, no amendment to any Parent Plan or Technologies Plan shall be
effective unless the party intending to amend a Plan has the consent of the
other party, or the amendment is required 

by applicable law, or the party intending to amend its Plan has: (i) given the
other party written notice of the intention to amend, accompanied by a copy of
the proposed amendment, at least ninety (90) days in advance of the earlier of
(A) the proposed amendment effective date, or (B) the proposed amendment
adoption date; and (ii) agreed to bear all of the costs of implementing the
amendment incurred by the Benefits and Employee Services Organization, third-
party administrators, insurance companies and other vendors and passed through
to one or both of the parties.

(b)   Changes in Vendor Contracts, Group Insurance Policies, Plan
Design and Administration Practices and Procedures.

(i)   From May 1, 2001 through December 31, 2002, neither Parent
nor Technologies shall materially modify, or take other action which would have
a material effect on, any of the following (each such modification, a "Change")
without complying with Section 2.5(b)(ii) unless the party intending to make
------------------
such Change has the consent of the other party or such Change is required by law
or is made to comply with the terms of Section 5.5: (A) the termination date,
-----------
administration or operation of (1) an ASO contract between Parent or
Technologies and a third-party administrator, (2) a Group Insurance Policy
issued to Parent or Technologies or (3) an HMO Agreement with Parent or
Technologies; (B) the design of either a Parent Plan or a Technologies Plan; or
(C) the financing, operation, administration or delivery of benefits under
either a Parent Plan or a Technologies Plan.

(ii)  Neither Parent nor Technologies shall make any Change
unless the party intending to make the Change has: (A) given the other party
written notice of the intention to make the Change, accompanied by a written
description of the Change, at least ninety (90) days in advance of the proposed
effective date of the Change; and (B) agreed to bear all of the costs of
implementing the Change which are incurred by the Benefits and Employee Services
Organization, all third-party administrators, insurance companies, HMOs and
other vendors and passed through to one or both of the parties.

(c)  Other Amendments or Changes. If Parent or Technologies desires to
amend a Plan and/or make a Change that requires compliance with, but cannot
satisfy all of the conditions of Section 2.5(a) or Section 2.5(b)(ii), the party
--------------    ------------------  
desiring to make the amendment or Change may submit a written request for
approval of the amendment or Change, accompanied by a written description of the
amendment or Change, to the Vice President, Human Resources of the party from
which approval is requested. The desired amendment or Change may be implemented
only if approved in writing by the Vice President of Human Resources of both
parties. Notwithstanding the foregoing, the Foreign Plans shall be governed by
Article IX hereof.
----------

(d)  Employee Contributions. Notwithstanding the provisions of Section
-------
2.5(a) and Section 2.5(b), as of the first January 1 after the Distribution
------     --------------
Date, Parent and Technologies shall each have the independent right, in its sole
discretion and without compliance with Section 2.5(a) and Section 2.5(b), to
--------------     -------------- 
increase or decrease the amount of employee contributions under its respective
Plans.

(e)  Joint Administration. From the date of this Agreement
through December 31, 2002, the management and administration of the Parent
Plans, Technologies Plans, and all ASO Contracts, Group Insurance Policies, HMO
Agreements and other vendor contracts entered into or issued for the
administration of the Parent Plans and/or the Technologies Plans, including,
without limitation, the claims appeals, shall be conducted under the supervision
of the Vice President, Human Resources of Parent and Technologies, on the one
hand, and the Chief Human Resources Officer of Parent, on the other hand, who
shall provide strategic oversight and direction of the cohesive administration
of the Parent Plans and the Technologies Plans. Issues that cannot be resolved
by the Vice President, Human Resources of Parent and Technologies, on the one
hand, and the Chief Human Resources Officer of Parent, on the other hand shall
be decided in accordance with Section 12.1 of the Separation and Distribution
Agreement.

2.6   Best Efforts. Parent and Technologies shall use their reasonable
best efforts to (a) enter into any necessary agreements to accomplish the
assumptions and transfers contemplated by this Agreement; and (b) provide for
the maintenance of the necessary participant records, the appointment of the
trustees and the engagement of recordkeepers, investment managers, providers,
insurers, etc.

2.7   Regulatory Compliance. Parent and Technologies shall, in
connection with the actions taken pursuant to this Agreement, cooperate in
making any and all appropriate filings required under the Code, ERISA and any
applicable securities laws, implementing all appropriate communications with
participants, transferring appropriate records and taking all such other actions
as may be necessary and appropriate to implement the provisions of this
Agreement in a timely manner.

ARTICLE III
DEFINED BENEFIT PLANS

3.1   Assumption of Certain Assets and Certain Liabilities by
Technologies Pension Plan. Parent shall cause the Parent Pension Plan to
transfer to the Technologies Pension Plan assets equal to the amounts described
in Section 3.2 at such times as described in Section 3.2. The Technologies
-----------                               -----------               
Pension Plan shall assume all Liabilities for benefits payable to Transferred
Individuals under the Parent Pension Plan as of the later of May 1, 2001 and the
Transfer Date of such Transferred Individual, and, neither Parent nor the Parent
Pension Plan shall retain Liabilities for such benefits from and after the date
such Liabilities are assumed by the Technologies Pension Plan. Parent shall
cause the Parent Pension Plan to file Form 5310-A with the IRS on or before
April 1, 2001. Parent shall take such action as is necessary to cause the
Technologies Pension Plan to become the holder of the portion of the Aetna
Annuity that provides benefits to the Transferred Individuals. Parent and
Technologies shall use their reasonable best efforts to effectuate a transfer of
the portion of the Prudential Annuity that provides benefits to the Transferred
Individuals. With respect to all other assets, Parent and Technologies agree to
use their best efforts to make transfers in kind to the extent practicable so as
to preserve the investment decisions as in effect on the date of transfer.

3.2   Pension Asset Transfers. The total amount transferred from the
trust funding the Parent Pension Plan to the trust funding the Technologies
Pension Plan pursuant to this Section 3.2 shall be an amount equal to (a) less
-----------
(b), as adjusted by (c), where:

(a)  equals the portion of the total assets of the Parent Pension Plan
which the Enrolled Actuary shall determine is allocable to the spun-off
Technologies Pension Plan for the benefit of the Transferred Individuals;

(b)  equals the aggregate benefit payments made from the Parent
Pension Plan in respect of Transferred Individuals on the first day of each
month from May 1, 2001 through the date immediately preceding the date of the
asset transfer; and

(c)  equals the amount of the Pension Interest from May 1, 2001
through the date immediately preceding the date of the asset transfer.

On May 1, 2001, or, as soon as practicable thereafter, Parent shall
cause the trustee of the trust funding the Parent Pension Plan to transfer to
the trustee of the trust funding the Technologies Pension Plan the Initial
Pension Transfer. Parent shall cause the trustee of the trust funding the Parent
Pension Plan to make a subsequent asset transfer or transfers to the trustee of
the trust funding the Technologies Pension Plan in an aggregate amount equal to
the difference between the amount described in (a) and the Initial Pension
Transfer, less the amount described in (b), as adjusted by (c) as soon as
practicable following the final calculation of the amount described in (a), but
in no event shall such transfer or transfers be later than May 1, 2002. All of
the calculations to be made under this Section 3.2 shall be made by the Enrolled
-----------      
Actuary using the actuarial assumptions set forth on Schedule F, and such
----------  
calculations shall comply with the requirements of Section 414(l) of the Code as
a result of the Enrolled Actuary performing an allocation of total plan assets
amongst the various priority categories described in Section 4044 of ERISA.

3.3  Assumption of Parent Puerto Rico Pension Plan. Prior to the
Distribution Date, Technologies shall take, or cause to be taken, all such
action as is necessary to become the successor sponsor of, and assume all
Liabilities for, the Parent Puerto Rico Pension Plan and the Puerto Rican trust
funding the Parent Puerto Rico Pension Plan, effective Immediately after the
Distribution Date.

ARTICLE IV
DEFINED CONTRIBUTION PLANS

4.1  Defined Contribution Plans and Defined Contribution Plan for
Bargaining Unit Employees. Effective Immediately after the Distribution Date,
Parent shall cause the trustee of the master trust funding each of the Parent
Savings Plans to transfer to the trustee of the trust funding the corresponding
Technologies Savings Plan the amounts described in Section 4.2. As of the time
----------- 
of such transfer, the Technologies Defined Contribution Plan shall assume and be
solely responsible for all Liabilities to or relating to Transferred Individuals
under the Parent Defined Contribution Plan and the Parent Defined Contribution
Plan for Bargaining Unit Employees, respectively.

4.2  Defined Contribution Plan Asset Transfer. For each asset transfer
from the Parent Savings Plans to the Technologies Savings Plan pursuant to
Section 4.1, the amount transferred pursuant to this Section 4.2 shall equal the
-----------                                          -----------
value of the balances of all accounts of the participants in the Parent Defined
Contribution Plan and the Parent Defined Contribution Plan 

for Bargaining Unit Employees who are, as of the date of transfer, Transferred
Individuals. Effective Immediately after the Distribution Date, the Parent
Savings Plan shall transfer one-half (1/2) of the balance of the forfeitures
account to the Technologies Savings Plan. Transfers of Parent Common Stock and
Technologies Common Stock and participant loans shall be made in kind. With
respect to all other assets, Parent and Technologies agree to use their best
efforts to make transfers in kind to the extent practicable so as to preserve
the investments of the Transferred Individuals as in effect on the date of such
transfer.

4.3  Assumption of Parent Puerto Rico Savings Plan. Prior to
Distribution Date, Technologies shall take, or cause to be taken, all such
action as is necessary to become the successor sponsor of, and assume all
Liabilities for, the Parent Puerto Rico Savings Plan and the Puerto Rican trust
funding the Parent Puerto Rico Savings Plan, effective Immediately after the
Distribution Date.

ARTICLE V
HEALTH AND WELFARE PLANS

5.1   Assumption of Health and Welfare Plans' Liabilities.

(a)  Effective Immediately after the Distribution Date, all
Liabilities to or relating to Transferred Individuals under the Parent Health
and Welfare Plans shall cease to be Liabilities of the Parent Health and Welfare
Plans and shall be assumed by the corresponding Technologies Health and Welfare
Plans, irrespective of when the claim underlying any such Liabilities was
incurred.

(b)  Notwithstanding Section 5.1(a), all treatments which
--------------    
have been pre-certified for or are being provided to a Transferred Individual as
of the Close of the Distribution Date shall be provided without interruption
under the appropriate Parent Health and Welfare Plan until such treatment is
concluded or discontinued pursuant to applicable plan rules and limitations, but
Technologies shall continue to be responsible for all Liabilities relating to,
arising out of, or resulting from such on-going treatments as of the Close of
the Distribution Date.

(c)  Prior to the Distribution Date, Technologies shall
take, or cause to be taken all such action as is necessary to become the
successor sponsor of, and assume all Liabilities for, the Parent Puerto Rico
Medical and Dental Plan, including, without limitation, any insurance contract
or other funding vehicle, effective Immediately after the Distribution Date.

5.2  Establishment of Mirror VEBA. To the extent that assets and
liabilities remain in the Parent VEBA as of the Distribution Date, effective
Immediately after the Distribution Date, Technologies shall establish, or cause
to be established, the Technologies VEBA, for the purpose of funding outstanding
long-term disability, supplemental life insurance and other applicable benefits
under the Technologies Health and Welfare Plans. Such trust shall meet the
requirements of Code (S)(S) 419, 419A, 501(a) and 501(c)(9).

5.3  VEBA Asset Transfers. To the extent that assets and liabilities
remain in the Parent VEBA as of the Distribution Date, this Section 5.3 shall
----------- 
govern the transfer of assets from the Parent VEBA to the Technologies VEBA. As
soon as practicable after the Close of the Distribution Date, the Enrolled
Actuary shall determine the aggregate present value, as of the Close of the
Distribution Date, of the future benefit obligations of each Parent Plan funded
by the Parent VEBA ("VEBA Plans"), with respect to Transferred Individuals who
are eligible to receive benefits under the applicable VEBA Plan as of the Close
of the Distribution Date. As soon as practicable after such determination is
made, there shall be transferred from the Parent VEBA to the Technologies VEBA
an amount of assets having a fair market value on the date of transfer equal to
the product of (a) the aggregate present value of the projected future benefit
obligations to Transferred Individuals, divided by (b) the aggregate of all such
present values of the projected future benefits to all participants under the
VEBA Plans, multiplied by (c) the fair market value of the assets of the Parent
VEBA on the date of transfer, adjusted to take into account the extent to which
Parent and/or Technologies has opted to forego reimbursement from the VEBA of
any benefit obligation that was paid by Parent or Technologies, as applicable,
on or after the Assumption Time and before the Close of the Distribution Date.

5.4  Investments of and Distributions from VEBAs. Before the Close of
the Distribution Date, Parent shall have sole authority to direct the trustee of
the Parent VEBA as to the investment of any trust assets, including, but not
limited to, the use of plan assets to purchase insurance contracts and the
distributions and/or transfers of trust assets to Parent, Technologies, any
Participating Company in the VEBA, any paying agent, any successor trustee or
any other Person.

5.5  Vendor Contracts.

(a)  Third-Party ASO Contracts.

(i)   Parent and Technologies shall use their
reasonable best efforts to amend each administrative services only contract with
a third-party administrator that relates to any of the Parent Health and Welfare
Plans (an "ASO Contract") in existence as of the date of this Agreement that is
applicable to Transferred Individuals to permit Technologies to participate in
the terms and conditions of such ASO Contract from Immediately after the
Distribution Date until December 31, 2002. Parent and Technologies shall use
their reasonable best efforts to cause all ASO Contracts entered into after the
date of this Agreement but before the Close of the Distribution Date to allow
Technologies to participate in the terms and conditions thereof effective
Immediately after the Distribution Date on the same basis as Parent.

(ii)  The permissible ways in which Technologies'
participation may be effectuated include automatically making Technologies a
party to the ASO Contracts or obligating the third party to enter into a
separate ASO Contract with Technologies providing for the same terms and
conditions as are contained in the ASO Contracts to which Parent is a party.
Such terms and conditions shall include the financial and termination
provisions, performance standards, methodology, auditing policies, quality
measures and reporting requirements.

(iii) If by September 1, 2001, Parent and Technologies
determine that they will not be successful in negotiating contract language that
will permit compliance with 

Section 5.5(a)(i) and Section 5.5(a)(ii), Technologies shall, effective
-----------------     ------------------
Immediately after the Distribution Date, adopt a contingency plan.

(b)  Group Insurance Policies.

(i)    This Section 5.5(b) applies to group insurance policies
-------------------
not subject to allocation or transfer pursuant to the foregoing provisions of
this Article V ("Group Insurance Policies").

(ii)   Parent and Technologies shall use their reasonable best
efforts to amend each Group Insurance Policy in existence as of the date of this
Agreement that is applicable to Transferred Individuals for the provision or
administration of benefits under the Parent Health and Welfare Plans to permit
Technologies to participate in the terms and conditions of such policy from
Immediately after the Distribution Date until December 31, 2002. Parent and
Technologies shall use their reasonable best efforts to cause all Group
Insurance Policies that are applicable to Transferred Individuals entered into
or renewed after the date of this Agreement but before the Close of the
Distribution Date to allow Technologies to participate in the terms and
conditions thereof effective Immediately after the Distribution Date on the same
basis as Parent.

(iii)  Technologies' participation in the terms and conditions of
each such Group Insurance Policy shall be effectuated by obligating the
insurance company that issued such insurance policy to Parent to issue one or
more separate policies to Technologies. Such terms and conditions shall include,
without limitation, the financial and termination provisions, performance
standards and target claims.

(iv)   If by September 1, 2001, Parent and Technologies determine
that they will not be successful in negotiating policy provisions that will
permit compliance with Section 5.5(b)(ii) and Section 5.5(b)(iii), Parent and
------------------     -------------------
Technologies shall use their reasonable best efforts to either continue to cover
Technologies under Parent's Group Insurance Policies or procure a separate
policy for Technologies until Technologies has procured such separate insurance
policy or made other arrangements for replacement coverage and Technologies
shall bear all costs incurred to continue such coverage.

(c)  HMO Agreements.

(i)    Parent and Technologies shall use their reasonable best
efforts to amend all agreements with HMOs that provide medical services under
the Parent Medical Plan ("HMO Agreements") in existence as of the date of this
Agreement that are applicable to Transferred Individuals to permit Technologies
to participate in the terms and conditions of such HMO Agreements, in each case,
from Immediately after the Distribution Date until December 31, 2002. Parent and
Technologies shall use their reasonable best efforts to cause all HMO Agreements
entered into after the date of this Agreement but before the Close of the
Distribution Date to allow Technologies to participate in the terms and
conditions of such HMO Agreements from Immediately after the Distribution Date
until December 31, 2002 on the same basis as Parent.

(ii)   The permissible ways in which Technologies' participation
may be effectuated include, without limitation, automatically making
Technologies a party to the HMO Agreements or obligating the HMOs to enter into
agreements with Technologies that are identical to the HMO Agreements. Such
terms and conditions shall include, without limitation, the financial and
termination provisions of the HMO Agreements.

(iii)  If by September 1, 2001, Parent and Technologies determine
that they will not be successful in negotiating arrangements that will permit
compliance with Section 5.5(c)(i) and Section 5.5(c)(ii), Parent and
-----------------     ------------------                      
Technologies shall use their reasonable best efforts to arrange for the
continued provision under its HMO Agreements of medical services to Technologies
Medical Plan participants from Immediately after the Distribution Date through
December 31, 2002, and Technologies shall bear all costs incurred to continue
such services.

(d)  Effect of Change in Rates. Parent and Technologies shall use
their reasonable best efforts to cause each of the insurance companies, HMOs and
third-party administrators providing services and benefits under the Parent
Health and Welfare Plans and the Technologies Health and Welfare Plans to
maintain the premium and/or administrative rates based on the aggregate number
of participants in both the Parent Health and Welfare Plans and the Technologies
Health and Welfare Plans through December 31, 2002. To the extent they are not
successful in such efforts, Parent and Technologies shall each bear the revised
premium or administrative rates attributable to the individuals covered by their
respective Health and Welfare Plans.

5.6  Parent Long-Term Disability. Effective May 1, 2001, Technologies shall
assume responsibility for administering claims incurred under the Parent LTD
Plan pursuant to the terms of the Parent LTD Plan through such ASOs or Group
Insurance Policies as may be in effect from time to time through December 31,
2002 and under the Technologies LTD Plan from and after the Distribution Date.
Technologies shall administer such claims in the same manner, and using the same
methods and procedures, as Parent used in administering such claims.
Technologies shall have sole discretionary authority to make any necessary
determinations with respect to such claims, including, without limitation,
entering into settlements with respect to such claims. Any determination made or
settlements entered into by Technologies or its agents with respect to such
claims shall be final and binding.

5.7  Post-Retirement Health and Life Insurance Benefits. Effective as of
May 1, 2001, Technologies shall assume responsibility for the administration of
post-retirement health and life insurance benefits under the applicable Parent
Health and Welfare Plans through December 31, 2002 and under the applicable
Technologies Health and Welfare Plans from and after the Distribution Date. As
soon as practicable after December 31, 2002, Technologies shall provide Parent
with a list of all individuals who are, as of December 31, 2002, receiving
retiree medical or dental coverage under the Parent Health and Welfare Plans
and/or post-retirement life insurance coverage under the Parent Group Life
Program, including, without limitation, all information necessary to calculate
the individuals' cost for such coverage; and a list of all individuals who are,
as of December 31, 2002, to the best knowledge of Technologies, eligible to
receive retiree medical or dental coverage under the Parent Health and Welfare
Plans and/or post-retirement life insurance coverage under the Parent Group Life
Program; and, for both lists, the type of retiree medical or dental coverage and
the level of life insurance coverage which they 

are receiving or for which they are eligible, as applicable. Parent shall retain
all liability for premiums due to and any administration of the United Mine
Workers Association Combined Benefit Fund under the Coal Industry Retiree Health
Benefit Act of 1992.

5.8  COBRA. Effective as of May 1, 2001, Technologies shall assume
responsibility for administering compliance with the health care continuation
coverage requirements of COBRA and the Parent Health and Welfare Plans through
December 31, 2002 and the Technologies Health and Welfare Plans from and after
the Distribution Date, including, without limitation, filing all necessary
employee change notices with respect to their respective employees in accordance
with applicable COBRA policies and procedures.

5.9  Leave of Absence Programs.

(a)  Effective May 1, 2001, Technologies shall assume
responsibility for administering compliance with the Parent Leave of Absence
Programs through December 31, 2002 and the Technologies Leave of Absence
Programs from and after the Distribution Date; provided, that, Parent and the
Parent Entities and Technologies and the Technologies Entities shall be
responsible for determining whether their respective employees are eligible for
leave under their respective Leave of Absence Programs in accordance with such
programs.

(b)  Effective Immediately after the Distribution Date: (i)
Technologies shall adopt, and shall cause each Technologies Entity to adopt,
leave of absence programs which are substantially identical in all Material
Features to the Parent Leave of Absence Programs as in effect on the
Distribution Date; (ii) Technologies shall honor, and shall cause each
Technologies Entity to honor, all terms and conditions of leaves of absence
which have been granted to any Transferred Individual under a Parent Leave of
Absence Programs before the Close of the Distribution Date by Parent,
Technologies, or a Technologies Entity, including, without limitation, such
leaves that are to commence after the Distribution Date; (iii) each party shall
be solely responsible for administering leaves of absence and compliance with
FMLA with respect to their employees; and (iv) Technologies and each
Technologies Entity shall recognize all periods of service of Transferred
Individuals with Parent or a Parent Entity, as applicable, to the extent such
service is recognized by Parent for the purpose of eligibility for leave
entitlement under the Parent Leave of Absence Programs; provided, that no
duplication of benefits shall be required by the foregoing.

(c)  As soon as administratively practicable after December 31,
2002, Technologies shall provide to Parent copies of all records pertaining to
all individuals then covered under the Parent Leave of Absence Programs to the
extent such records have not been provided previously to Parent or a Parent
Entity.

5.10 Parent Workers' Compensation Program.

(a)  Administration of Claims.

(i) Through the Close of the Distribution Date or such
earlier date as may be agreed by Parent and Technologies, (A) Parent shall
continue to be responsible for the administration of all claims that (1) are, or
have been, incurred under the Parent WCP before the Close of the Distribution
Date by Transferred Individuals, Technologies Individuals and other 

employees and former employees of Technologies and the Technologies Entities
through the Close of the Distribution Date ("Technologies WCP Claims") and (2)
-----------------------
have been historically administered by Parent or its insurance company, and (B)
Technologies shall continue to be responsible for the administration of all
Technologies WCP Claims that have been historically administered by
Technologies, if any.

(ii)   Effective Immediately after the Distribution Date or such
earlier date as may be agreed by Parent and Technologies, (A) Technologies
shall, to the extent Legally Permissible (as defined below), be responsible for
the administration of all Technologies WCP Claims, whether those claims were
previously administered by Parent or Technologies, and (B) Parent shall be
responsible for the administration of all Technologies WCP Claims not
administered by Technologies pursuant to clause (A), whether previously
administered by Parent or Technologies and whether under the self-insured or
insured portion of the Parent WCP. Any determination made, or settlement entered
into, by either party or its insurance company with respect to Technologies WCP
Claims for which it is administratively responsible shall be final and binding
upon the other party.

(iii)  Each party shall fully cooperate with the other with
respect to the administration and reporting of Technologies WCP Claims, the
payment of Technologies WCP Claims determined to be payable, and the transfer of
the administration of any Technologies WCP Claims to the other party as
determined under Section 5.10(a)(ii). Either party shall have the right to
-------------------
"outsource" (i.e., transfer the administration of claims to a third party
---------
administrator or cause claims to be paid through insurance) any and all
Technologies WCP Claims for which it is administratively responsible.

(iv)   For purposes of this Section 5.10(a), "Legally
--------------    -------
Permissible" shall be determined on a state-by-state basis, and shall mean that
-----------
administration of Technologies WCP Claims by Technologies both (A) is
permissible under the applicable state's workers' compensation laws taking into
-----------
account all relevant facts, including, without limitation, that Technologies may
have a self-insurance certificate in that state and (B) would not have a
material adverse effect on Parent's self-insurance certificate within that
state. If it is determined that, in a particular state, it is Legally
Permissible for Technologies to administer Technologies WCP Claims, then
Technologies shall be responsible for the administration of all Technologies WCP
Claims incurred in that state, whether previously administered by Parent,
Technologies, or an insurance company. If it is determined that, in a particular
state, it is not Legally Permissible for Technologies to administer Technologies
WCP Claims, then Parent shall be responsible for the administration of all
Technologies WCP Claims incurred in that state, whether previously administered
by Parent, Technologies, or an insurance company.

(b)  Self-Insurance Status.

(i)    Parent shall amend its certificates of self-insurance with
respect to workers' compensation and any applicable group workers' compensation
insurance policies to include Technologies until the Close of the Distribution
Date, and Technologies shall fully cooperate with Parent in obtaining such
amendments. All costs incurred by Parent in amending such certificates or group
insurance policies, including, without limitation, filing fees, adjustments of
security and excess loss policies and amendment of safety programs, shall be

shared equally by Parent and Technologies. Parent shall use its reasonable best
efforts to obtain self-insurance status for workers' compensation for
Technologies effective Immediately after the Distribution Date in each
jurisdiction in which Technologies conducts business and in which Parent is
self-insured, if Parent and Technologies determine that such status is
beneficial to Technologies. Technologies hereby authorizes Parent to take all
actions necessary and appropriate on its behalf in order to obtain such
self-insurance status.

(ii)   Parent shall also arrange a contingent insured or other
arrangement for payment of workers' compensation claims, into which Technologies
shall enter if and to the extent that Parent fails to obtain self-insured status
for Technologies as provided in Section 5.10(b)(i), unless Technologies obtains
------------------
another such arrangement that is effective Immediately after the Distribution
Date, in which event Technologies shall reimburse Parent for any expenses
incurred by Parent in procuring such contingent arrangement.

(c)  Insurance Policy.

(i)    In the event the workers' compensation insurance policy
that Parent maintains under the Parent WCP expires before the Distribution Date,
Parent shall use its reasonable best efforts to renew such policy and to cause
the issuing insurance company to issue a separate policy to Technologies. If
Parent is not able to cause such insurance company to issue such separate
insurance policy, Technologies shall use its reasonable best efforts to procure
a separate policy from another insurance company or to obtain self-insurance
status, and Parent shall use its reasonable best efforts to continue to cover
Technologies under its renewed policy until the earlier of (A) the date on which
Technologies' application for such self-insurance status is approved or (B) the
date on which a separate insurance policy is procured. Technologies shall
compensate Parent for all costs incurred by Parent to continue such coverage.
Any claims incurred by Transferred Individuals after the Close of the
Distribution Date that will be covered under and during any such continuation of
coverage shall be treated as being incurred before the Close of the Distribution
Date for purposes of determining the party responsible for the administration of
benefits.

(ii)   Parent shall use its best effort to maintain the premium
rates for all workers' compensation insurance policies for both Parent and
Technologies in effect for periods through the Close of the Distribution Date to
be based on the aggregate number of employees covered under the workers'
compensation insurance policies of both Parent and Technologies. Any premiums
due under the separate workers' compensation insurance issued to Technologies
shall be payable by Technologies.

5.11 Post-Distribution Transitional Arrangements.

(a)  Continuance of Elections, Co-Payments and Maximum Benefits.

(i)    Technologies shall cause the Technologies Health and
Welfare Plans to recognize and maintain all coverage and contribution elections
made by Transferred Individuals under the Parent Health and Welfare Plans and
apply such elections under the Technologies Health and Welfare Plans for the
remainder of the period or periods for which such elections are by their terms
applicable. The transfer or other movement of employment from 

Parent to Technologies at any time before the Close of the Distribution Date
shall neither constitute nor be treated as a "status change" under the Parent
-------------
Health and Welfare Plans or the Technologies Health and Welfare Plans.

(ii)   Technologies shall cause the Technologies Health and
Welfare Plans to recognize and give credit for (A) all amounts applied to
deductibles, out-of-pocket maximums, and other applicable benefit coverage
limits with respect to which such expenses have been incurred by Transferred
Individuals under the Parent Health and Welfare Plans for the remainder of the
year in which the Distribution occurs, and (B) all benefits paid to Transferred
Individuals under the Parent Health and Welfare Plans for purposes of
determining when such persons have reached their lifetime maximum benefits under
the Technologies Health and Welfare Plans.

(iii)  Technologies shall (A) provide coverage to Transferred
Individuals under the Technologies Group Life Program without the need to
undergo a physical examination or otherwise provide evidence of insurability,
and (B) recognize and maintain all irrevocable assignments and accelerated
benefit option elections made by Transferred Individuals under the Parent Group
Life Program. Notwithstanding anything herein to the contrary, Transferred
Individuals who elect a change in life insurance coverage may be subject to
rules of the insurer, including without limitation, physical examination or
other evidence of insurability.

(b)  HCFA Data Match. Effective as of May 1, 2001, Technologies shall
assume administrative responsibility for HCFA data match reports and all
Liabilities relating to, arising out of or resulting from claims verified by
Parent or Technologies under the HCFA data match reports for Transferred
Individuals. Technologies shall not change any employee identification numbers
assigned by Parent without notifying Parent of the change and the new employee
identification number. As soon as administratively practicable after December
31, 2002, Technologies shall transfer all information to Parent to allow Parent
to verify HCFA data match reports for its employees and former employees.

(c)  Other Post-Distribution Transitional Rules.

(i)    Parent Flexible Benefits Plan. To the extent any
Transferred Individual contributed to an account under the Parent Flexible
Benefits Plan during the calendar year that includes the Distribution Date,
effective as of the Close of the Distribution Date, Parent shall transfer to the
Technologies Flexible Benefits Plan the account balances of Transferred
Individuals for such calendar year under the Parent Flexible Benefits Plan,
regardless of whether the account balance is positive or negative.

(ii)   Health and Welfare Plans Subrogation Recovery. After the
Close of the Distribution Date, Technologies shall pay to Parent or the Parent
Health and Welfare Plan or the Technologies Health and Welfare Plan, as
appropriate, any amounts Technologies recovers from time to time through
subrogation or otherwise for claims incurred by or reimbursed to any participant
of Parent's Health and Welfare Plans or Technologies' Health and Welfare Plans.
After the Close of the Distribution Date, Parent shall pay to Technologies or
the Technologies Health and Welfare Plan or the Parent Health and Welfare Plan,
as appropriate, 

any amounts Parent recovers from time to time through subrogation or otherwise
for claims incurred by or reimbursed to any participant of Parent's Health and
Welfare Plans or Technologies' Health and Welfare Plans.

(iii) Exchange of Historical Data. After the Close of the
Distribution Date both Parent and Technologies shall have access to claims data
configured on the Aetna database or archives, if applicable, and to eligibility,
disability, medical and demographic data configured on the Benefits and Employee
Services Organization database ("Benefits Database"), or archives, if
-----------------
applicable, for all historical periods up to and including, without limitation,
eligibility, incurred claims and Benefits Database data for purposes of
administering the Parent Medical Plans and the Technologies Medical Plans until
such time as Technologies transfers the portion of the Benefits Database
applicable to the Parent Medical Plans after December 31, 2002. Parent and
Technologies shall cooperate in the collection of claims, eligibility and data
during the period from May 1, 2001 through December 31, 2002, and share all such
data which shall be accessible through the Benefits and Employee Services
Organization.

ARTICLE VI
EXECUTIVE BENEFITS AND NON-EMPLOYEE DIRECTOR BENEFITS

6.1  Assumption of Obligations. Except as provided in this Agreement,
effective Immediately after the Distribution Date, Technologies shall assume and
be solely responsible for all Liabilities to or relating to Technologies
Individuals under all Parent Executive Benefit Plans. None of the transactions
contemplated by the Separation and Distribution Agreement or any of the
Ancillary Agreements, including, without limitation, this Agreement constitute a
change in control for purposes of any Plan.

6.2  Consents, Notifications and Assignments. Parent and Technologies
shall use their reasonable best efforts to obtain, or cause to be obtained, to
the extent necessary, the written consent of each Technologies Individual who is
a party to an Individual Agreement to the treatment of such Individual Agreement
in accordance with this Article VI, including, without limitation, the
---------- 
assumption by Technologies of sole responsibility for, and the release of Parent
from, all Liabilities thereunder; provided, that no failure to seek or to obtain
any such consent shall have any effect upon the obligations of Technologies with
respect to such Liabilities. Parent shall use its reasonable best efforts to
assign any annuity contracts owned by Parent for the purpose of making payment
of benefits to any Technologies Individual.

6.3  Parent Incentive Plans. Parent and Technologies shall use their
reasonable best efforts to take all actions necessary or appropriate so that
each outstanding Award granted under any Parent Incentive Plan held by any
Technologies Individual (or Transferred Individual, as applicable) shall be
replaced as set forth in this Section 6.3 with an Award under the Technologies
-----------
Incentive Plan in a manner that is consistent with the adjustment provisions of
the Parent Incentive Plan, as interpreted by the Compensation and Organization
Committee of the Board of Directors of Parent. Each such replacement Award shall
otherwise have the same terms and conditions as were applicable to the
corresponding Parent Award as of the date immediately preceding the date of the
replacement Award under the Technologies Incentive Plan, as set forth in this
Section 6.3. Dividend equivalent rights on replacement Awards issued under the
-----------
Technologies Incentive Plan, if any, shall be payable with reference to
dividends on 

Technologies Common Stock. Technologies shall not issue Awards with respect to
fractional shares.

(a)  Stock Options. Technologies shall cause each Award consisting of
a Parent Option that is outstanding as of the Close of the Distribution Date
(or, in the case of a Technologies Administrative Employee, as of the Transfer
Date) and is held by a Technologies Individual to be replaced under the
Technologies Incentive Plan, effective Immediately after the Distribution Date
(or, in the case of a Technologies Administrative Employee, as of the Transfer
Date), with a Technologies Option. Such Technologies Option shall provide for
the purchase of a number of shares of Technologies Common Stock equal to the
number of shares of Parent Common Stock subject to such Parent Option as of the
Close of the Distribution Date (or, in the case of a Technologies Administrative
Employee, as of the Transfer Date) multiplied by the Distribution Date Ratio
(or, in the case of a Technologies Administrative Employee, the Transfer Date
Ratio), and then rounded down to the nearest whole share. Technologies shall pay
to the holder of each such replacement Technologies Option, upon exercise of all
or any portion of such replacement Technologies Option, cash in lieu of any
fractional share eliminated by such rounding down of shares equal to the product
of (i) the fraction represented by such fractional share; and (ii) (A) the
excess of the closing price of the Technologies Common Stock as listed on the
NYSE on the date of exercise over (B) the per-share exercise price of such
Parent Option as of the Close of the Distribution Date, divided by the
Distribution Date Ratio. The per-share exercise price of such Technologies
Option shall be equal to the per-share exercise price of the Parent Option as of
the Close of the Distribution Date (or, in the case of a Technologies
Administrative Employee, as of the Transfer Date); divided by the Distribution
Date Ratio (or, in the case of a Technologies Administrative Employee, the
Transfer Date Ratio).

(b)  Restricted Stock. Technologies shall cause each Award that consists
of restricted shares of Parent Common Stock that is outstanding as of the close
of business on the day immediately preceding the IPO Date and is held by a
Technologies Individual or the Technologies Chairman of the Board of Directors
to be replaced under the Technologies Incentive Plan, effective immediately
after the IPO Date, with a new Award consisting of a number of restricted shares
of Technologies Common Stock equal to the number of restricted shares of Parent
Common Stock constituting such Award as of the close of business on the day
immediately preceding the IPO Date, multiplied by the IPO Ratio, and then
rounded down to the nearest whole share. Technologies shall cause each Award
that consists of restricted shares of Parent Common Stock that is outstanding as
of the Close of the Distribution Date and is held by a Technologies Individual
(or, in the case of a Technologies Administrative Employee, as of the close of
business on the day immediately preceding the Transfer Date) to be replaced
under the Technologies Incentive Plan, effective immediately after the
Distribution Date (or, in the case of a Technologies Administrative Employee, as
of the Transfer Date), with a new Award consisting of a number of restricted
shares of Technologies Common Stock equal to the number of restricted shares of
Parent Common Stock constituting such Award as of the Close of the Distribution
Date, (or, in the case of a Technologies Administrative Employee, as of the
close of business on the day immediately preceding the Transfer Date),
multiplied by the Distribution Date Ratio (or, in the case of a Technologies
Administrative Employee, the Transfer Date Ratio), and then rounded down to the
nearest whole share. Technologies shall pay to the holder of each such
replacement Award, at the time such replacement Award vests, cash in lieu of any
fractional share eliminated by such rounding down of shares equal to the product
of (i) the 

fraction represented by such fractional share; and (ii) the closing price of the
Technologies Common Stock as listed on the NYSE on the date such replacement
Award vests.

6.4  Parent Award Deferrals. Immediately after the Distribution Date,
(or, in the case of a Technologies Administrative Employee, the Transfer Date),
the balance of any Technologies Individual in the Parent stock fund under the
FMC Corporation Non-Qualified Savings and Investment Plan as of the Close of the
Distribution Date shall be transferred to a Technologies stock fund under the
Technologies Non-Qualified Savings and Investment Plan, with a number of
Technologies shares equal to the number of Parent shares under the FMC
Corporation Non-Qualified Savings and Investment Plan as of the Close of the
Distribution Date (or, in the case of a Technologies Administrative Employee,
the Transfer Date), multiplied by the Distribution Date Ratio (or, in the case
of a Technologies Administrative Employee, the Transfer Date Ratio), then
rounded down to the nearest whole share.

6.5  Non-Employee Director Benefits.

(a)  Technologies Non-Employee Directors. As of the
Distribution Date, Technologies shall assume and be solely responsible for all
Liabilities under the Parent Non-Employee Director Plan to or relating to Parent
Non-Employee Directors who become Technologies Non-Employee Directors and cease
to be Parent Non-Employee Directors. As of the Distribution Date, Technologies
shall assume and be solely responsible for a portion of the Liabilities under
the Parent Non-Employee Director Plan to or relating to Parent and Technologies
Non-Employee Directors, as determined in accordance with this Section 6.5.
-----------
Parent and Technologies shall use their reasonable best efforts to take all
actions necessary or appropriate so that each applicable outstanding Award
granted under the Parent Non-Employee Director Plan (or, with respect to Robert
N. Burt, the Parent Incentive Plan) held by a Technologies Non-Employee Director
or a Parent and Technologies Non-Employee Director shall be replaced in a manner
that is consistent with the adjustment provisions of the Parent Non-Employee
Director Plan (or, the Parent Incentive Plan), each as interpreted by the
Compensation and Organization Committee of the Board of Directors of Parent.
Each such Technologies Award shall otherwise have the same terms and conditions
as were applicable to the corresponding Parent Award as of the Close of the
Distribution Date, except that dividend equivalent rights, if any, shall be
payable after the Distribution Date with reference to dividends on Technologies
Common Stock. Technologies shall not issue Awards with respect to fractional
shares.

(b)  Deferred Stock Awards of Non-Employee Directors.
Effective Immediately after the Distribution Date, the balance (or, with respect
to a Parent and Technologies Non-Employee Director, up to one half (1/2) of the
balance, as elected by the Parent and Technologies Non-Employee Director) of a
Technologies Non-Employee Director (or a Parent and Technologies Non-Employee
Director) in the Parent share unit account under the Parent Non-Employee
Director Plan shall be transferred to a Technologies share unit account, under
the Technologies Incentive Plan, with a number of Technologies share units equal
to the total (or, with respect to a Parent and Technologies Non-Employee
Director, up to one half (1/2) of the total, as elected by the Parent and
Technologies Non-Employee Director) number of Parent share units under the
Parent Non-Employee Director Plan as of the Distribution Date multiplied by the
Distribution Date Ratio and then rounded down to the nearest whole unit.

Technologies shall pay to the holder of each such replacement share unit
account, at the time such share unit account is distributed to the holder, cash
in lieu of any fractional share eliminated by such rounding down of shares equal
to the product of (i) the fraction represented by such fractional share; and
(ii) the closing price of the Technologies Common Stock as listed on the NYSE on
the date such share unit account is distributed to the holder.

(c)  Stock Option Awards of Non-Employee Directors. Effective
Immediately after the Distribution Date, Technologies shall cause all (or, with
respect to a Parent and Technologies Non-Employee Director, up to one half (1/2)
of all, as elected by the Parent and Technologies Non-Employee Director) Parent
Options under the Parent Non-Employee Director Plan (or, with respect to Robert
N. Burt, Parent Options under the Parent Incentive Plan) that are outstanding as
of the Close of the Distribution Date and are held by a Technologies
Non-Employee Director (or a Parent and Technologies Non-Employee Director) to be
replaced, with a Technologies Option. Such Technologies Option shall provide for
the purchase of a number of shares of Technologies Common Stock equal to the
total (or, with respect to a Parent and Technologies Non-Employee Director, up
to one half (1/2) of the total, as elected by the Parent and Technologies
Non-Employee Director) number of shares of Parent Common Stock subject to such
Parent Option as of the Close of the Distribution Date, multiplied by the
Distribution Date Ratio, and then rounded down to the nearest whole share.
Technologies shall pay to the holder of each such replacement Technologies
Option, upon exercise of all or any portion of such replacement Technologies
Option, cash in lieu of any fractional share eliminated by such rounding down of
shares equal to the product of (i) the fraction represented by such fractional
share; and (ii) (A) the excess of the closing price of the Technologies Common
Stock as listed on the NYSE on the date of exercise over (B) the per-share
exercise price of such Parent Option as of the Close of the Distribution Date,
divided by the Distribution Date Ratio. The per-share exercise of price of such
Technologies Option shall be equal to the per-share exercise price of the Parent
Option as of the Close of the Distribution Date divided by the Distribution Date
Ratio.

(d)  Restricted Stock. Effective Immediately after the Distribution
Date, Technologies shall cause all (or, with respect to a Parent and
Technologies Non-Employee Director, up to one half (1/2) of all, as elected by
the Parent and Technologies Non-Employee Director) restricted shares of Parent
Common Stock that are outstanding as of the Close of the Distribution Date and
are held by a Technologies Non-Employee Director (or a Parent and Technologies
Non-Employee Director, other than Robert N. Burt) to be replaced under the
Technologies Non-Employee Director Plan, effective Immediately after the
Distribution Date, with a new Award consisting of a number of restricted shares
of Technologies Common Stock equal to the total (or, with respect to a Parent
and Technologies Non-Employee Director, up to one half (1/2) of the total, as
elected by the Parent and Technologies Non-Employee Director) number of
restricted shares of Parent Common Stock as of the Close of the Distribution
Date multiplied by the Distribution Date Ratio, and then rounded down to the
nearest whole share. Technologies shall pay to the holder of each such
replacement Award, at the time such replacement Award vests, cash in lieu of any
fractional share eliminated by such rounding down of shares equal to the product
of (i) the fraction represented by such fractional share; and (ii) the closing
price of the Technologies Common Stock as listed on the NYSE on the date such
replacement Award vests.

6.6  Rabbi Trusts.

(a)  Establishment of Mirror Rabbi Trusts. Effective as of May 1,
2001, Technologies shall establish or cause to be established the Technologies
Rabbi Trusts as grantor trusts subject to Sections 671 et seq. of the Code,
which shall be substantially identical in all material features to the Parent
Rabbi Trusts funding the Parent Salaried Employees' Equivalent Retirement Plan
and the Parent Executive Severance Plan. Effective as of May 1, 2001,
Technologies shall assume the Moorco International, Inc. Executive Retirement
Trust. Effective no later than Immediately after the Distribution Date,
Technologies shall establish, or cause to be established, a Technologies Rabbi
Trust as a grantor trust subject to Sections 671 et seq. of the Code, which
shall be substantially identical in all Material Features to the Parent Rabbi
Trust funding the Parent Non-Qualified Savings and Investment Plan.

(b)  Funding of Technologies Rabbi Trust. Effective as of May 1, 2001,
Technologies shall make a de minimus contribution to the Technologies Rabbi
Trusts established to fund the Technologies Salaried Employees' Equivalent
Retirement Plan and the Technologies Executive Severance Plan to the extent
necessary to maintain such Technologies Rabbi Trusts as springing rabbi trusts.
As of the earlier of the Close of the Distribution Date and the date when assets
are first transferred or contributed to the Technologies Rabbi Trust funding the
Technologies Non-Qualified Savings and Investment Plan (the "Rabbi Trust
-----------
Determination Date"), Technologies shall determine the amount of the Liabilities
------------------
under the Parent Non-Qualified Savings and Investment Plan that are payable from
the Parent Rabbi Trust funding the Parent Non-Qualified Savings and Investment
Plan. Subject to the completion of the asset transfer described in the next
sentence, and effective as of the Distribution Date: (i) the Parent Rabbi Trust
funding the Parent Non-Qualified Savings and Investment Plan shall transfer to
the corresponding Technologies Rabbi Trust, and such Technologies Rabbi Trust
shall assume and be responsible for all Liabilities of the corresponding Parent
Rabbi Trust with respect to benefits accrued by Transferred Individuals through
the Distribution Date and (ii) Parent shall have no responsibility for such
Liabilities. As soon as practicable after the Distribution Date, there shall be
transferred from the Parent Rabbi Trust funding the Parent Non-Qualified Savings
and Investment Plan to the corresponding Technologies Rabbi Trust a portion of
the assets thereof, representing an amount equal to the value of the balances of
all notational accounts of the participants in the Parent Non-Qualified Savings
and Investment Plan who are, as of the date of transfer, Transferred
Individuals. Balances in the Parent stock fund shall be transferred to the
Technologies stock fund in accordance with the terms of Section 6.4. Parent and
-----------
Technologies agree to use their best efforts to make transfers in kind to the
extent practicable so as to preserve the investment decisions as in effect on
the date of transfer.

ARTICLE VII
OTHER BENEFITS

Notwithstanding anything herein to the contrary, Parent shall retain
all Liabilities for specified benefits as detailed below.

(a) Severance. Parent shall retain all Liabilities for any severance
benefit payable to (i) any employee of Parent or Technologies with respect to a
termination of service prior to May 1, 2001; and (ii) any employee who is not a
Technologies Individual.

(b) Executive Bonuses. Parent shall retain all Liabilities for any
bonus awarded prior to the IPO and payable to any executive of Parent or
Technologies for performance related to the IPO and/or Distribution.

(c) Retention Bonuses. Parent shall retain all Liabilities of any stay
bonus payable to any current or former employee of Parent and all Liabilities
for the cost of any stay bonuses payable to any current or former employee of
Technologies. Parent shall pay Technologies an amount equal to (i) any retention
bonus paid by Technologies in cash; plus, (ii) the aggregate number of
restricted shares of Technologies Common Stock issued in replacement of
restricted stock retention bonuses pursuant to Section 6.3(b) Restricted Stock,
-------------- 
multiplied by the closing of price of the Technologies Common Stock on January
2, 2002. Parent shall make such payment to Technologies within ten (10) business
days after Technologies' request for payment.

ARTICLE VIII
GENERAL AND ADMINISTRATIVE

8.1 Payment of Administrative Costs and Expenses.

(a) Shared Costs. Parent and Technologies shall each be responsible 
for their allocable share of such budgeted costs and any increases in such
budgeted costs through December 31, 2002 incurred in the administration of the
Parent Plans or the Technologies Plans; including, without limitation, (i) all
internal administrative costs of the Benefits and Employee Services
Organization; (ii) all external administrative costs for management of assets,
recordkeeping, communications, benefit delivery, insurance fees and commissions,
consultant, accounting, actuarial and legal expenses, printing, photocopying,
mailing and other expenses; and (iii) all COBRA administrative expenses. To the
extent such administrative expenses are not chargeable to the trusts established
to fund the Plans pursuant to the guidelines in effect at the time, effective
for periods on or after May 1, 2001, Parent shall pay to Technologies its
allocable share of such costs which shall be equal to the total cost less
Technologies' allocable share of such costs determined through the cycle billing
process based on the corporate divisions constituting part of the Technologies
Business, as set forth on Schedule E, consistent with past practice. With
----------
respect to any corporate staff costs or additional unanticipated expenses that
are not billed through the cycle billing process, Parent shall pay to
Technologies its allocable share of such costs which shall be equal to the total
amount of such costs, less Technologies' allocable share of such costs, based on
a head count of the individuals within the corporate divisions constituting part
of the Technologies Business, as set forth on Schedule E, or, in the event such
----------

costs are fixed costs that cannot be allocated on such basis, Parent's allocable
share shall be equal to one half (1/2) of such costs. Additional detail on
shared costs is provided in the Transition Services Agreement.

(b) Administrative Personnel. A schedule of the individuals employed in
certain Parent corporate business functions who have been designated to become
employees of Technologies or a Technologies Entity (the "Technologies
------------ 
Administrative Employees") has been agreed to by Parent and Technologies. The
------------------------
Technologies Administrative Employees shall remain on Parent's payroll at least
until the Distribution Date, and such individuals shall become Technologies
Individuals on the later of the Distribution Date or the Transfer Date.

8.2 Payment of Liabilities, Plan Expenses and Related Matters.

(a) Actuarial and Accounting Methodologies and Assumptions. For
purposes of this Agreement, unless specifically indicated otherwise: (i) all
actuarial methodologies and assumptions used for a particular Plan shall (except
to the extent otherwise determined by Parent and Technologies to be reasonable
or necessary) be substantially the same as those used in the actuarial valuation
of that Plan used to determine minimum funding requirements under ERISA (S) 302
and Code (S) 412 for 2001, or, if such Plan is not subject to such minimum
funding requirements, used to determine Parent's deductible contributions under
Code (S) 419A or, if such Plan is not subject to Code (S) 419A, the assumptions
used to prepare Parent's audited financial statements for 2000, as the case may
be; and (ii) the value of plan assets shall be the value established for
purposes of audited financial statements of the relevant plan or trust for the
period ending on the date as of which the valuation is to be made. Technologies
Liabilities relating to, arising out of or resulting from the status of
Technologies and the Technologies Entities as Participating Companies in Parent
Plans, as provided for in Section 2.2 and all accruals relating thereto shall be
-----------
determined by Technologies using actuarial assumptions and methodologies,
including, without limitation, assumptions with respect to demographics, medical
trends and other relevant factors, determined by Technologies in a manner
consistent with Parent's practice as in effect on the Assumption Time and in
conformance with the generally accepted actuarial principles promulgated by the
American Academy of Actuaries, the Code, ERISA, and/or generally accepted
accounting principles, as applicable, in each case as interpreted by
Technologies consistent with Parent's past practice. Except as otherwise
contemplated by this Agreement or as required by law, all determinations as to
the amount or valuation of any assets of or relating to any Parent Plan, whether
or not such assets are being transferred to a Technologies Plan, shall be made
pursuant to procedures to be established by the parties before the Assumption
Time.

(b) Determination of Employee Status. In determining the number of
individuals in any particular group of employees described in this Agreement,
such as Transferred Individuals and Technologies Individuals, no individual
shall be counted twice, even if, for example, he or she is both a Technologies
Individual and a Transferred Individual. Determinations of what entity employs
or employed a particular individual shall be made by reference to the applicable
legal entity and/or other appropriate division code, to the extent possible, and
if not shall be made by reference to the last location of employment of the
individual, whether with Parent, a Parent Entity, Technologies or a Technologies
Entity.

(c) Contributions to Trusts. Technologies shall pay its share of any
contributions made to any trust maintained in connection with a Parent Plan with
respect to any period while Technologies or a Technologies Entity is a
Participating Company in that Parent Plan.

8.3 Sharing of Participant Information. Parent and Technologies shall
share, Parent shall cause each applicable Parent Entity to share, and
Technologies shall cause each applicable Technologies Entity to share, with each
other and their respective agents and vendors, without obtaining releases, all
participant information necessary for the efficient and accurate administration
of each of the Parent Plans and the Technologies Plans in accordance with the
terms of this Agreement. For periods beginning May 1, 2001, Parent and
Technologies shall coordinate access to information through the Benefits and
Employee Services Organization within Technologies. Parent and Technologies and
their respective authorized agents shall, subject to applicable laws on
confidentiality, be given reasonable and timely access to, and may make copies
of, all information relating to the subjects of this Agreement in the custody of
the other party, to the extent necessary for such administration. Until December
31, 2002, all participant information shall be provided in the manner and medium
as in effect of the Close of the Distribution Date, unless otherwise agreed to
by Parent and Technologies.

8.4 Reporting and Disclosure and Communications to Participants. While
Technologies is a Participating Company in the Parent Plans, Technologies shall
take, and shall cause each other applicable Technologies Entity to take, all
actions necessary or appropriate to facilitate the distribution of all Parent
Plan-related communications and materials to employees, participants and
beneficiaries, including, without limitation, summary plan descriptions,
summaries of material modification, summary annual reports, investment
information, prospectuses, notices and enrollment material for the Technologies
Plans. For periods beginning on or after May 1, 2001, Parent shall pay
Technologies the cost relating to the copies of all such documents provided to
Technologies, except to the extent such costs are charged pursuant to Section
-------
8.1. Parent and Technologies shall assist each other in complying with all
---
reporting and disclosure requirements of ERISA, including, without limitation,
the preparation of Form 5500 annual reports for the Parent Plans and the
Technologies Plans, where applicable.

8.5 Non-Termination of Employment; No Third-Party Beneficiaries. No
provision of this Agreement or the Separation and Distribution Agreement shall
be construed to create any right, or accelerate entitlement, to employment or to
any compensation or benefit whatsoever on the part of any Technologies
Individual, Transferred Individual or other future, present or former employee
of Parent, a Parent Entity, Technologies, or a Technologies Entity under any
Parent Plan or Technologies Plan or otherwise. Without limiting the generality
of the foregoing: (a) neither the Distribution nor the termination of the
Participating Company status of Technologies or a Technologies Entity shall
cause any employee to be deemed to have incurred a termination of employment
which entitles such individual to the commencement of benefits under any of the
Parent Plans, any of the Technologies Plans, or any of the Individual
Agreements; and (b) except as expressly provided in this Agreement, nothing in
this Agreement shall preclude Technologies, at any time after the Close of the
Distribution Date, from amending, merging, modifying, terminating, eliminating,
reducing, or otherwise altering in any respect any Technologies Plan, any
benefit under any Plan or any trust, insurance policy or funding vehicle related
to any Technologies Plan.

8.6 Plan Audits.

(a)  Audit Rights With Respect to Information Provided.

(i)  Each of Parent and Technologies, and their duly
authorized representatives, shall have the right to conduct audits with respect
to all information provided to it by the other party. The party conducting the
audit (the "Auditing Party") shall have the sole discretion to determine the
--------------
procedures and guidelines for conducting audits and the selection of audit
representatives under this Section 8.6(a). The Auditing Party shall have the
--------------
right to make copies of any records at its expense, subject to the
confidentiality provisions set forth in the Separation and Distribution
Agreement, which are incorporated by reference herein. The party being audited
shall provide the Auditing Party's representatives with reasonable access during
normal business hours to its operations, computer systems and paper and
electronic files, and provide workspace to its representatives. After any audit
is completed, the party being audited shall have the right to review a draft of
the audit findings and to comment on those findings in writing within five
business days after receiving such draft.

(ii) The Auditing Party's audit rights under this Section
-------
8.6(a) shall include the right to audit, or participate in an audit facilitated
------
by the party being audited, of any Subsidiaries and Affiliates of the party
being audited and of any benefit providers and third parties with whom the party
being audited has a relationship, or agents of such party, to the extent any
such persons are affected by or addressed in this Agreement (collectively, the
"Non-parties"). The party being audited shall, upon written request from the
-----------
Auditing Party, provide an individual (at the Auditing Party's expense) to
supervise any audit of a Non-party. The Auditing Party shall be responsible for
supplying, at the Auditing Party's expense, additional personnel sufficient to
complete the audit in a reasonably timely manner. The responsibility of the
party being audited shall be limited to providing, at the Auditing Party's
expense, a single individual at each audited site for purposes of facilitating
the audit.

(b)  Audits Regarding Vendor Contracts. From Immediately after
the Distribution Date through December 31, 2002, Parent and Technologies and
their duly authorized representatives shall have the right to conduct joint
audits with respect to any vendor contracts that relate to both the Parent
Health and Welfare Plans and the Technologies Health and Welfare Plans. The
scope of such audits shall encompass the review of all correspondence, account
records, claim forms, canceled drafts (unless retained by the bank), provider
bills, medical records submitted with claims, billing corrections, vendor's
internal corrections of previous errors and any other documents or instruments
relating to the services performed by the vendor under the applicable vendor
contracts. Parent and Technologies shall agree on the performance standards,
audit methodology, auditing policy and quality measures and reporting
requirements relating to the audits described in this Section 8.6 and the manner
-----------
in which costs incurred in connection with such audits will be shared.

8.7 Beneficiary Designations. All beneficiary designations made by
Transferred Individuals for Parent Plans shall be transferred to and be in full
force and effect under the corresponding Technologies Plans until such
beneficiary designations are replaced or revoked by the Transferred Individual
who made the beneficiary designation.

8.8 Requests for IRS Rulings and DOL Opinions.

(a)  Cooperation. Technologies shall cooperate fully with Parent
on any issue relating to the transactions contemplated by this Agreement for
which Parent elects to seek a determination letter or private letter ruling from
the IRS or an advisory opinion from the DOL. Parent shall cooperate fully with
Technologies with respect to any request for a determination letter or private
letter ruling from the IRS or advisory opinion from the DOL with respect to any
of the Technologies Plans relating to the transactions contemplated by this
Agreement.

(b)  Applications. Parent and Technologies shall make such
applications to regulatory agencies, including the IRS and DOL, as may be
necessary to ensure that any transfers of assets from the Parent VEBA to the
Technologies VEBA will neither (i) result in any adverse tax, legal or fiduciary
consequences to Parent and Technologies, the Parent VEBA, the Technologies VEBA,
any participant therein or beneficiaries thereof, or any of Parent VEBA, any
successor welfare benefit funds established by or on behalf of Technologies, or
the trustees of such trusts, nor (ii) contravene any statute, regulation or
technical pronouncement issued by any regulatory agency. Technologies and Parent
agree to cooperate with each other to fulfill any filing and/or regulatory
reporting obligations with respect to such transfers.

(c)  Life Insurance. To the extent the transfer or allocation of
all or a portion of any life insurance policies results in any adverse tax or
legal consequences, including, without limitation, (i) any finding that such
transfer results in the creation of a modified endowment contract within the
meaning of Section 7702A of the Code, a transfer for valuable consideration
within the meaning of Section 101(a) of the Code, or a lack of insurable
interest for either Parent or Technologies (or their respective trusts, if any),
or (ii) multiple claims for insurance proceeds, Parent and Technologies shall
take such steps as may be necessary to contest any such finding and, to the
extent of any final determination that such adverse tax or legal consequences
will result, Parent and Technologies shall make such further adjustments so as
to place both parties in the proportionate financial position that they each
would have been in relative to the other but for such adverse tax or legal
consequences.

8.9 Fiduciary Matters.

(a)  Fiduciary Status. Parent and Technologies each acknowledges
that certain actions required to be taken pursuant to this Agreement may be
subject to fiduciary duties or standards of conduct under ERISA or other
applicable law, and no party shall be deemed to be in violation of this
Agreement if it fails to comply with any provisions hereof based upon its good
faith determination that to do so would violate such a fiduciary duty or
standard.

(b)  Independent Fiduciary. Technologies shall retain the right
to retain a fiduciary independent of Parent to review and approve the types and
value of the assets to be transferred to the Technologies Plans from the Parent
Plans as described in Article III and Article IV of this Agreement to the extent
-----------     ----------
that such Plans are subject to Part 4 of Title I of ERISA. The foregoing shall
not prevent Technologies from engaging any fiduciaries for any other purposes.

8.10 Payroll Taxes and Reporting of Compensation. Pursuant to the
alternative procedure prescribed by Section 5 of Revenue Procedure 84-17, (a)
Parent and Technologies 

shall report on a "predecessor-successor" basis with respect to each
Technologies Individual; (b) Technologies shall assume Parent's entire
obligation to prepare, file and furnish Forms W-2 for the year ending December
31, 2001 and process garnishments and wage assignments with respect to each
Technologies Individual; (c) Parent shall be relieved of any obligation to
provide Forms W-2 and process garnishments and wage assignments to each
Technologies Individual for the year ending December 31, 2001; and (d) Parent
and Technologies will work in good faith to adopt similar procedures under
applicable state or local laws and will cooperate with each other in preparing
filings and forms relating to such procedures.

8.11 Collective Bargaining. To the extent any provision of this
Agreement is contrary to the provisions of any collective bargaining agreement
to which Parent or any Affiliate of Parent is a party, the terms of such
collective bargaining agreement shall prevail. Should any provisions of this
Agreement be deemed to relate to a topic determined by an appropriate authority
to be a mandatory subject of collective bargaining, Parent or Technologies may
be obligated to bargain with the union representing affected employees
concerning those subjects.

8.12 Consent of Third Parties. If any provision of this Agreement is
dependent on the consent of any third party (such as a vendor or a union) and
such consent is withheld, Parent and Technologies shall use their reasonable
best efforts to implement the applicable provisions of this Agreement to the
full extent practicable. If any provision of this Agreement cannot be
implemented due to the failure of such third party to consent, Parent and
Technologies shall negotiate in good faith to implement the provision in a
mutually satisfactory manner. The phrase "reasonable best efforts" as used
herein shall not be construed to require the incurrence of any non-routine or
unreasonable expense or liability or the waiver of any right.

ARTICLE IX
FOREIGN PLANS

(a)  This Article IX (a) sets forth certain general principles
--------------
relating to Foreign Plans; however, exceptions may be made to those general
principles as set forth in Article IX (b). Parent and Technologies shall take
--------------
all actions necessary or appropriate so that, effective no later than the
Distribution Date, all Foreign Plans have been divided, assumed and/or new
Foreign Plans established, to the extent necessary, so that all benefits of
individuals other than Transferred Individuals under Foreign Plans, whether
accrued or payable before, on or after the Distribution Date, are provided by
Parent Foreign Plans, and all benefits of Transferred Individuals under Foreign
Plans, whether accrued or payable before, on or after the Distribution Date are
provided by Technologies Foreign Plans. If any Foreign Plan that is separated
into a Parent Foreign Plan and a Technologies Foreign Plan in connection with or
in anticipation of the Distribution is funded through a trust, insurance
contract or other funding vehicle, then such funding vehicle shall be divided
between such Parent Foreign Plan and Technologies Foreign Plan in proportion to
the relative projected benefit obligations of such two Plans, determined
immediately after such separation takes place in accordance with local law and
custom. From and after the Distribution Date: (i) Parent shall assume or retain,
as applicable, and shall be solely responsible for, all Liabilities arising out
of or relating to the Parent Foreign Plans; and (ii) Technologies shall assume
or retain, as applicable, and shall be solely responsible for, all Liabilities
arising out of or relating to the Technologies Foreign Plans.

(b)  Parent and Technologies recognize that it is possible that, in
certain cases, applicable law may prohibit the implementation of the general
principles set forth in Article IX (a), or that there may be special
--------------
circumstances making such implementation inadvisable or impractical. In all such
cases, such general principles shall not be implemented and Parent and
Technologies shall use their best efforts to develop and implement an
alternative approach, and shall enter into such additional agreements as may be
necessary or appropriate in connection therewith. Schedule G hereto also sets
----------
forth certain exceptions to the general principles set forth in Article IX (a)
--------------
as of the date of this Agreement.

ARTICLE X
MISCELLANEOUS

10.1  Effect If Distribution Does Not Occur. If the Distribution does
not occur, then all actions and events that are, under this Agreement, to be
taken or occur effective as of the Close of the Distribution Date, Immediately
after the Distribution Date, or otherwise in connection with the Distribution,
shall not be taken or occur except to the extent specifically agreed by
Technologies and Parent.

10.2  Relationship of Parties. Nothing in this Agreement shall be
deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties, it being understood and agreed that no provision contained herein, and
no act of the parties, shall be deemed to create any relationship between the
parties other than the relationship set forth herein.

10.3  Affiliates. Each of Parent and Technologies shall cause to be
performed, and hereby guarantees the performance of, all actions, agreements and
obligations set forth in this Agreement to be performed by a Parent Entity or a
Technologies Entity, respectively.

10.4  Incorporation of Separation and Distribution Agreement
Provisions. The following provisions of the Separation and Distribution
Agreement are hereby incorporated herein by reference, and unless otherwise
expressly specified herein, such provisions shall apply as if fully set forth
herein (references in this Section 10.4 to an "Article" or "Section" shall mean
------------
Articles or Sections of the Separation and Distribution Agreement, and, except
as expressly set forth below, references in the material incorporated herein by
reference shall be references to the Separation and Distribution Agreement):
Article V Survival and Indemnification; Article VII Access to Information;
--------------------------------------  ---------------------------------
Article XII Negotiation; Article VI Additional Covenants; Article X Termination;
-----------------------  -------------------------------  ---------------------
and Article XI Miscellaneous, other than Section 11.3 Governing Law.
------------------------             --------------------------

10.5  Governing Law. To the extent not preempted by applicable Federal
law, this Agreement shall be governed by, construed in accordance with the laws
of the State of Delaware (other than the laws regarding choice of laws and
conflicts of laws that would apply the substantive laws of any other
jurisdiction) as to all matters, including, without limitation, matters of
validity, construction, effect, performance and remedies.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.

FMC CORPORATION

By: /s/ William G. Walter
------------------------------------
Name:   William G. Walter
Title:  Executive Vice President

FMC TECHNOLOGIES, INC.

By: /s/ Randall S. Ellis
------------------------------------
Name:   Randall S. Ellis
Title:  Vice President

EXHIBIT 10.3

TRANSITION SERVICES AGREEMENT
-----------------------------

This TRANSITION SERVICES AGREEMENT (together with all schedules
hereto, this "Agreement") is entered into as of May 31, 2001 between FMC
Corporation, a Delaware corporation ("Parent"), and FMC Technologies, Inc., a
Delaware corporation ("Technologies").

RECITALS:

WHEREAS, the Board of Directors of Parent has determined that it is in
the best interests of Parent and its shareholders to separate Parent's existing
businesses into two (2) independent businesses;

WHEREAS, in order to effectuate the foregoing, Parent and Technologies
have entered into a Separation and Distribution Agreement, dated as of the date
hereof (as amended and supplemented from time to time, the "Separation and
Distribution Agreement") which provides, among other things, subject to the
terms and conditions thereof, for the separation of the Technologies Assets and
Technologies Liabilities, the IPO, the Distribution and the execution and
delivery of certain other agreements in order to facilitate and provide for the
foregoing; and

WHEREAS, prior to the Contribution, Parent performed various services
for its affiliates, including, those businesses and entities comprising the
Technologies Group (collectively, the "Services"), and after the Contribution
the resources to perform those services, and the need for those services, will
be divided between Parent and Technologies;

WHEREAS, in order to ensure an orderly transition under the Separation
and Distribution Agreement it will be necessary for the Parties to continue to
provide to the other party the Services for a transitional period.

NOW, THEREFORE, in consideration of the premises and for other good
and valid consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:

SECTION 1
DEFINITIONS
----------- 

For the purpose of this Agreement, the following terms shall have the
definitions hereinafter specified:

"Business" means, with respect to Technologies, the Technologies
Businesses, and, with respect to Parent, the Parent Business.

"Corporate Staff Departments" means Air Transportation, Bonus,
Communications, Controllers, Corporate Development, Corporate Marketing,
Employee Service Center, International Regions (Asia-Pacific, Europe and Latin
America), Ethics, Executive, Government Affairs, Human Resources, Information
Technology, Investor Relations, Law, Restricted Stock, Tax and Treasury.

"Party" means either Parent or Technologies. "Parties" means Parent
and Technologies, together.

"Provider" mean the Party providing Services hereunder to the other
Party to this Agreement.

"Recipient" means the party receiving the Services hereunder provided
by the other Party to this Agreement.

Except as otherwise defined in this Agreement, all capitalized terms shall have
the meanings assigned to them in the Separation and Distribution Agreement.

SECTION 2
AGREEMENT TO SELL AND BUY
-------------------------

2.1  Costs of Providing Services.
--------------------------- 

(a)   The Provider shall provide (or shall cause its Affiliates to
provide) the Services that the Recipient receives as at the Assumption Time.

(b)   In exchange for Services provided each of them, Technologies and
Parent shall (subject to the terms of the Separation and Distribution Agreement)
each pay one-half (1/2) of externally reported expenses of the Corporate Staff
Departments (which expenses shall not include expenses based on allocation
procedures used by the parties as at the Assumption Time), and Parent shall pay
all of externally reported expenses for the Environmental Department. For
purposes of this Agreement, externally reported expenses shall include direct
and incremental costs incurred by the Chemical operations of Parent to replicate
in Philadelphia all or a portion of the Corporate Staff Departments.

(c)   In addition to the foregoing, Parent and Technologies shall each
be charged for expenses of, or receive credits for, Corporate Staff Departments
and the Environmental Department based upon allocation procedures to detail both
internal charges and external segment allocations that are in place on or before
the Contribution.

2.2   Access. The Recipient shall make available on a timely basis to
------
the Provider all information and materials reasonably requested by the Provider
to enable it to provide Services. During regular business hours and at such
other times as are reasonably requested, the Recipient shall give the Provider
reasonable access to its premises for the purposes of providing the Services.

2.3   Books and Records. The Provider shall keep books and records of
-----------------
the Services provided and supporting documentation of all costs incurred in
providing such Services. The Provider shall make such books and records
available to the Recipient for inspection and audit by mutually acceptable
independent auditors at the Recipient's cost upon reasonable notice during
normal business hours.

Page 2

SECTION 3
SERVICES; PAYMENT; INDEPENDENT CONTRACTOR

3.1 Services to be Provided. (a) Unless otherwise agreed in writing by
-----------------------
the Parties, the Services shall be performed by the Provider for the Recipient
at a quality level and in a manner that are in substantially the same as the
quality level and manner in which such Services were generally performed prior
to the date of this Agreement. It is intended that the Services be consistent
with those Services provided in the ordinary course by Parent and its Affiliates
or Technologies and its Affiliates, as the case may be, prior to the date
hereof.

(b) Nothing contained herein shall constitute or be deemed to
constitute a partnership, joint venture or agency relationship between the
Provider and the Recipient. The Provider shall not have any right or authority,
and shall not attempt to enter into any contract, commitment, or agreement or
incur any debt or liability, of any nature, in the name of the Recipient. The
Provider shall act under this Agreement solely as independent contractor and not
as an agent of the Recipient. Nothing contained herein shall constitute or be
deemed to constitute an employment relationship between the Recipient and the
employees of the Provider engaged in the providing of Services. The Provider
shall be solely responsible for the payment of compensation and benefits to its
employees and any payments or withholdings to governmental agencies relating to
its employees, and the Provider shall make all staffing decisions and direct the
performance of the Services. Recipient further acknowledges and agrees that, to
the extent applicable, Provider will not become a fiduciary of any employee
benefit plan of Recipient by reason of providing the Services, respectively,
that relate to the administration of benefit plans made available to employees
of the Business.

(c) The Provider shall have the right to shut down temporarily for
maintenance purposes the operation of the facilities providing any Service
whenever, in its reasonable discretion, such action is necessary; provided that
the Provider shall use reasonable best efforts to schedule maintenance in
consultation with the Recipient so as not to unreasonably interfere with the
Recipient's business. If maintenance is non-scheduled, the Recipient shall be
notified that maintenance is required. The Provider shall give the Recipient as
much advance notice of any such shutdown as is reasonably practicable. Where
feasible, this notice shall be given in writing. Where written notice is not
feasible, oral notice shall be given and promptly confirmed in writing. The
Provider shall be relieved of its obligations to provide Services during the
period that its facilities are so shut down but shall use reasonable best
efforts to minimize each period of shutdown for such purpose and to schedule
such shutdown so as not to inconvenience or disrupt the operations of the
Recipient. In the event of a shutdown of the facilities that provide Services,
the Provider shall furnish to the Recipient the same level and priority of
Services that the Provider's own business units receive during the shutdown or
curtailment.

3.2 Payment. Statements will be rendered each month by the Provider to
-------  
the Recipient for Services delivered during the immediately preceding month.
Each such statement shall set forth in reasonable detail a description of such
Services and the amounts charged therefor and shall be payable net thirty (30)
days after the date thereof. Statements shall be in U.S. dollars, and with
respect to Services provided outside the United States, shall be based on 

Page 3

the exchange rate for the applicable country published in The Financial Times on
the date of the invoice. Statements not paid within such 30-day period shall be
subject to late charges for each month or portion thereof the statement is
overdue, at a rate of interest per month equal to the 30 day LIBOR rate plus 100
basis points.

3.3 Priorities. In providing Services, the Provider shall accord the
----------
Recipient substantially the same priority, quality and level of Services that it
affords its own operations and Affiliates.

3.4 Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN SECTION
----------------------
6.2 OF THIS AGREEMENT, ANY SERVICES AND GOODS TO BE PURCHASED UNDER THIS
AGREEMENT ARE FURNISHED "AS IS, WHERE IS," WITH ALL FAULTS AND WITHOUT WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE. THE PROVIDER DOES NOT MAKE ANY WARRANTY THAT
ANY SERVICE COMPLIES WITH ANY LAW, DOMESTIC OR FOREIGN.

3.5 Taxes. All payments by the Recipient to the Provider for Services
-----  
under this Agreement shall be increased by the Recipient to cover any applicable
sales tax, value-added tax, goods and services tax or similar tax ("Taxes") (but
excluding any tax based upon the net income of the Provider) payable with
respect to the provision by the Provider of Services, and the Provider shall be
responsible for paying any such Taxes to the appropriate Governmental Authority.

3.6 Use of Services. The Provider shall be required to provide Services
---------------  
only to the Recipient and its Affiliates for substantially the same purpose and
in substantially the same manner as the Businesses of the Recipients and its
Affiliates used such Services immediately prior to the Assumption Time.
Recipient shall not, and shall not permit its employees, agents or Affiliates
to, resell any Services to any Person whatsoever or permit the use of the
Services by any Person other than in connection with the conduct of their
respective Businesses in the ordinary course by either Party and their
Affiliates or in the ordinary course.

SECTION 4
TERM OF PARTICULAR SERVICES
---------------------------

4.1 Term and Termination. The provision of Services shall commence on
--------------------   
the date hereof and, with respect to each Service, shall terminate on the
Distribution Date.

4.2 Return of Records. If Provider holds books, records or files
-----------------  
(including, without limitation, current and archived copies of computer files)
owned by the Recipient and used by the Provider in connection with the provision
of a Service to the Recipient, upon the termination of any such service the
Provider will return all of such books, records or files as soon as reasonably
practicable, but not later than thirty (30) days after such termination. Subject
to the provisions of Section 8.10 hereof, the Provider may make duplicates of
------------
such books, records or files for its legal files at its own costs.

Page 4

4.3 Year End Closing. Each party agrees to support the other party's
----------------  
year end closing activities, including the reporting of year end data.

SECTION 5
FORCE MAJEURE
----- -------

The Provider shall not be liable for any interruption of Service,
delay or failure to perform under this Agreement when such interruption, delay
or failure results from causes beyond its control, including, without
limitation, any strikes, lock-outs or other labor difficulties, acts of any
government, riot, insurrection or other hostilities, embargo, fuel or energy
shortage, fire, flood, acts of God, wrecks or transportation delays, or
inability to obtain necessary labor, materials or utilities (each a "Force
Majeure Event"). In any such event, the Provider's obligations hereunder shall
be postponed for such time as its performance is suspended or delayed as a
result thereof. The Provider will promptly notify the Recipient in writing upon
learning of the occurrence of any Force Majeure Event, and the Provider will use
reasonable best efforts to resume its performance. Notwithstanding the
foregoing, if the Provider can reasonably provide Services from any other
Affiliates of the Provider (after taking into account the capacity of such other
Affiliates to provide such Services and the requirements of the Provider and its
Affiliates) at a cost not in excess of that provided for pursuant to this
Agreement, the Provider shall not be relieved of its obligations to supply
Services hereunder. In the event of a Force Majeure Event, the Provider will
provide Services to the Recipient at the same level it provides such Services to
its own business units or Affiliates.

SECTION 6
LIABILITIES
-----------

6.1 Consequential and Other Damages. Notwithstanding any provision in
-------------------------------  
this Agreement to the contrary, neither the Provider nor the Recipient shall be
liable, whether in contract, in tort (including negligence and strict
liability), or otherwise, for any special, indirect, incidental or consequential
damages whatsoever, which in any way arise out of, relate to, or are a
consequence of, its performance or nonperformance hereunder, or the provision of
or failure to provide or receive any Service hereunder, including but not
limited to, loss of profits, business interruptions and claims of customers.

6.2 Release and Indemnity. The Recipient hereby releases the Provider,
---------------------       
its Affiliates and their respective employees, agents, officers and directors
("Provider Indemnitees"), and the Recipient agrees to indemnify and hold
harmless the Provider Indemnitees, from any and all claims, demands, complaints,
liabilities, losses, damages, including reasonable costs and attorneys fees,
resulting from or caused by the negligence of the Recipient or its employees or
agents, to the extent arising from or relating to the use by the Recipient of
any Service or product

Page 5

provided hereunder to the Recipient and not arising from the breach of this
Agreement by the Provider or the gross negligence, willful misconduct or fraud
of the Provider.

SECTION 7
TERMINATION
-----------          

7.1 Termination. This Agreement shall terminate on the Distribution
-----------  
Date.

7.2 Sums Due. In the event of a termination or cancellation of this
--------  
Agreement, the Provider shall be entitled to all outstanding amounts due from
the Recipient pro-rated to the date of termination or cancellation.

7.3 Effect of Termination. Sections 2.3, 3.2, 3.5, 4.2, 4.3, 6.1, 6.2,
---------------------  ------------  ---  ---  ---  ---- ---  ---
7.2, 8.10 and this Section 7.3 shall survive any termination of this Agreement.
---  ----          -----------

SECTION 8
MISCELLANEOUS
-------------

8.1 Notice. Unless otherwise provided in this Agreement, all notices
------  
and other communications required or permitted hereunder will be given or made
in accordance with Section 11.4 of the Separation and Distribution Agreement.
------------         

8.2 Headings. The headings contained in this Agreement are for purposes
--------
of convenience only and shall not affect the meaning or interpretation of this
Agreement.

8.3 Entire Agreement. This Agreement constitutes the entire agreement
----------------  
and supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.

8.4 Counterparts. This Agreement may be executed in counterparts, each
------------  
of which shall be deemed an original and all of which shall together constitute
one and the same instrument.

8.5 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
-------------  
ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

8.6 Binding Effect. This Agreement shall be binding upon and inure to
--------------
the benefit of the parties hereto and their respective successors and permitted
assigns.

8.7 Assignment and Delegation. This Agreement shall not be assignable
-------------------------
by either Party without the prior written consent of the other. No assignment
hereunder shall in any way affect the Parties' obligations or liabilities under
this Agreement. The Provider may delegate performance of all or any part of its
obligations under this Agreement to: (a) any Affiliate of the Provider; or (b)
third parties to the extent such third parties are routinely used to provide
such 

Page 6

Services to other Affiliates or operations of the Provider; provided, that, the
Provider remains liable for such obligations. Any purported assignment in
violation of this Section 8.7 shall be null and void.
-----------   

8.8 No Third Party Beneficiaries. Except as set forth in Section 6.2,
----------------------------                         -----------
nothing in this Agreement shall confer any rights upon any Person other than the
Recipient and Provider and each such party's respective successors and permitted
assigns.

8.9 Amendment. Waivers. etc. No amendment, modification or discharge of
-----------------------   
this Agreement, and no waiver hereunder, shall be valid or binding unless set
forth in writing and duly executed by both Parties. Any such waiver shall
constitute a waiver only with respect to the specific matter described in such
writing and shall in no way impair the rights of the Party granting such waiver
in any other respect or at any other time.

8.10 Title to Data: Confidentiality. 
------------------------------

(a)      Each Party, on behalf of itself and its employees,
officers, directors, agents and representatives, agrees to keep
confidential all records and other information, received in connection
with the provision or receipt of Services hereunder, of the other Party
which is designated as confidential. Specifically, each Party agrees
that it will, during the term of this Agreement and thereafter (except
where required by law or court order or administrative agency order or
subpoena): (i) retain all such information of the other Party in
confidence; (ii) not disclose any such information of the other Party
for any purposes other than performing its obligations under this
Agreement; (iv) use its reasonable best efforts to limit access to the
other Party's information to those employees who have a need to know
the information for the business purposes of this Agreement, and
maintain reasonable arrangements to protect confidentiality with such
employees and any third parties having access to such information in
the same manner that such Party maintains its own confidential
information; and (v) insure that all tangible objects and copies
thereof in the Party's possession or under its control containing or
imparting any such information of the other Party shall be returned to
the other Party at any time upon the other Party's request or upon
termination of this Agreement. Each Party shall bear all costs and
expenses associated with the return to it of such tangible objects and
copies thereof. If a Party reasonably believes it is required by law to
disclose any of the confidential information of the other Party, such
Party will notify the other Party promptly and to the extent
practicable, prior to disclosing the information so that the other
Party may seek a protective order or other appropriate remedy.

(b)      Subject to the provisions of the Separation and
Distribution Agreement, the Recipient acknowledges that it will acquire
no right, title or interest (including any license rights or rights of
use) in any software, and the licenses therefor which are owned by the
Provider, solely by reason of the Provider's provision of the Services
provided hereunder.

(c)      The Provider agrees that all records, data, files, input
materials and other information received or computed for the benefit of
the Recipient and which relate to the 

Page 7

conduct of the Business are the sole property of the Recipient.

8.11 Conflict with Separation and Distribution Agreement. To the extent
--------------------------------------------------- 
that this Agreement conflicts with the Separation and Distribution Agreement,
the provisions of the Separation and Distribution Agreement shall govern.

IN WITNESS WHEREOF, the Parties have executed this Transition
Agreement as of the date first written above.

FMC CORPORATION

By: /s/ William G. Walter         
-----------------------------
Name:  William G. Walter          
---------------------------- 
Title: Executive Vice President       
---------------------------

FMC TECHNOLOGIES, INC.

By:  /s/ Randall S. Ellis 
-----------------------------  
Name:  Randall S. Ellis 
----------------------------
Title: Vice President
---------------------------

Page 8

Exhibit 10.4

FMC TECHNOLOGIES, INC.
INCENTIVE COMPENSATION AND STOCK PLAN   
------------------------------------- 

SECTION 1. PURPOSE
-------

The purpose of the Plan is to give the Company a competitive advantage in
attracting, retaining and motivating officers, employees, directors and
consultants of the Company and its Affiliates.

SECTION 2. DEFINITIONS
-----------

2.1  General. For purposes of the Plan, the following terms are defined as
-------
set forth below:

(a)  "Affiliate" means a corporation or other entity controlled by,
controlling or under common control with the Company, including,
without limitation, any corporation, partnership, joint venture or
other entity during any period in which at least a fifty percent (50%)
voting or profits interest is owned, directly or indirectly, by the
Company or any successor to the Company.

(b)  "Annual Retainer" means the retainer fee established by the Board and
paid to a Non-Employee Director for services on the Board for a
specified year.

(c)  "Award" means a Management Incentive Award, Stock Option, Stock
Appreciation Right, Performance Unit, Restricted Stock or other award
authorized under the Plan.

(d)  "Award Cycle" means a period of consecutive fiscal years or portions
thereof designated by the Committee over which Awards are to be
earned.

(e)  "Board" means the Board of Directors of the Company.

(f)  "Business Unit" means a unit of the business of the Company or its
Affiliates as determined by the Committee and the CEO.

(g)  "Capital Employed" means operating working capital plus net property,
plant and equipment.

(h)  "Cause" means (1) "Cause" as defined in any Individual Agreement to
which the participant is a party, or (2) if there is no such
Individual Agreement, or, if it does not define "Cause": (A) the
participant having been convicted of, or pleading guilty or nolo
contendere to, a felony under federal or state law; (B) the Willful
and continued failure on the part of the participant to substantially
perform his or her employment duties in any material respect (other
than such failure resulting from Disability), after a written demand
for substantial performance is delivered to the participant that
specifically identifies the manner in which the Company believes the
participant has failed to perform his or her duties, and after the

participant has failed to resume substantial performance of his or her
duties within thirty (30) days of such demand; or (C) Willful and
deliberate conduct on the part of the participant that is materially
injurious to the Company or an Affiliate; or (D) prior to a Change in
Control, such other events as will be determined by the Committee. The
Committee will, unless otherwise provided in an Individual Agreement
with the participant, determine whether "Cause" exists.

(i)  "CEO" means the Company's chief executive officer.

(j)  "Change in Control" and "Change in Control Price" have the meanings
set forth in Sections 15.2 and 15.3, respectively.

(k)  "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

(l)  "Committee" means the Compensation and Organization Committee of the
Board, or such other committee as the Board may from time to time
designate.

(m)  "Common Stock" means (1) the common stock of the Company, par value
$.10 per share, subject to adjustment as provided in Section 4.1
Shares Available for Issuance; or (2) if there is a merger or
-----------------------------
consolidation and the Company is not the surviving corporation, the
capital stock of the surviving corporation given in exchange for such
common stock of the Company.

(n)  "Company" means FMC Technologies, Inc., a Delaware corporation.

(o)  "Covered Employee" means a participant who has received a Management
Incentive Award, Restricted Stock or Performance Units, who has been
designated as such by the Committee and who is or may be a "covered
employee" within the meaning of Section 162(m)(3) of the Code in the
year in which the Management Incentive Award, Restricted Stock or
Performance Units are expected to be taxable to such participant.

(p)  "Disability" means, unless otherwise provided by the Committee, (1)
"Disability" as defined in any Individual Agreement to which the
participant is a party, or (2) if there is no such Individual
Agreement, or, if it does not define "Disability," permanent and total
disability as determined under the Company's long-term disability
plan.

(q)  "Distribution" means FMC's distribution of its interest in the
Company.

(r)  "Dividend Equivalent Rights" means the right to receive cash, Stock
Options, Restricted Stock or Performance Units, as determined by the
Committee, in an amount equal to any dividends that would have been
paid on a Stock Option, Restricted Stock or a Performance Unit, as
applicable, with Dividend Equivalent Rights if such Stock Option,
Restricted Stock or Performance Unit, as applicable, was a share of
Common Stock held by the participant on the dividend payment date.
Unless the Committee determines that Dividend Equivalent Rights will
be 

Page 2

paid in cash as of the dividend payment date, such Dividend Equivalent
Rights, once credited, will be converted into an equivalent number of
Stock Options, shares of Restricted Stock or Performance Units, as
applicable; provided, however, that the number of shares subject to
any Award will always be a whole number. Unless otherwise determined
by the Committee as of the dividend payment date, if a dividend is
paid in cash, the number of Stock Options, shares of Restricted Stock
or Performance Units into which a Dividend Equivalent Right will be
converted will be calculated as of the dividend payment date, in
accordance with the following formula:

(A x B)/C

in which "A" equals the number of Stock Options, shares of Restricted
Stock or Performance Units with Dividend Equivalent Rights held by the
participant on the dividend payment date, "B" equals the cash dividend
per share and "C" equals the Fair Market Value per share of Common
Stock on the dividend payment date. Unless otherwise determined by the
Committee as of the dividend payment date, if a dividend is paid in
property other than cash, the number of Stock Options, shares of
Restricted Stock or Performance Units, as applicable into which a
Dividend Equivalent Right will be converted will be calculated, as of
the dividend payment date, in accordance with the formula set forth
above, except that "B" will equal the fair market value per share of
the property which the participant would have received if the Stock
Option, share of Restricted Stock or Performance Unit, as applicable,
with Dividend Equivalent Rights held by the participant on the
dividend payment date was a share of Common Stock.

(s)  "Effective Date" means _______, 2001, the date the Plan was adopted by
the Board, subject to the approval by at least a majority of the
holders of outstanding shares of Common Stock of the Company.

(t)  "Eligible Individuals" means officers, employees, directors and
consultants of the Company or any of its Affiliates, and prospective
employees, directors and consultants who have accepted offers of
employment, membership on a board or consultancy from the Company or
its Affiliates, who are or will be responsible for or contribute to
the management, growth or profitability of the business of the Company
or its Affiliates, as determined by the Committee.

(u)  "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.

(v)  "Expiration Date" means the date on which an Award becomes
unexercisable and/or not payable by reason of lapse of time or
otherwise as provided in Section 6.2 Expiration Date.
---------------

(w)  "Fair Market Value" means, except as otherwise provided by the
Committee, as of any given date, the closing price for the shares on
the New York Stock Exchange for the specified date (as of 4 p.m.
Eastern Standard Time or Eastern

Page 3

Daylight Savings Time, whichever is then in effect), or, if the shares
were not traded on the New York Stock Exchange on such date, then on
the next preceding date on which the shares were traded, all as
reported by such source as the Committee may select.

(x)  "FMC" means FMC Corporation, a Delaware corporation.

(y)  "Grant Date" means the date designated by the Committee as the date of
grant of an Award.

(z)  "Incentive Stock Option" means any Stock Option designated as, and
qualified as, an "incentive stock option" within the meaning of
Section 422 of the Code.

(aa) "Individual Agreement" means a severance, employment, consulting or
similar agreement between a participant and the Company or one of its
Affiliates.

(bb) "IPO" means the initial registered public offering by the Company of
shares of Common Stock of the Company.

(cc) "Management Incentive Award" means an Award of cash, Common Stock,
Restricted Stock or a combination of cash, Common Stock and Restricted
Stock, as determined by the Committee.

(dd) "Net Contribution" means for a Business Unit, its operating profit
after-tax, less the product of (1) a percentage as determined by the
Committee; and (2) the Business Unit's Capital Employed.

(ee) "Non-Employee Director" means each director of the Company who is not
otherwise an employee of the Company or its Affiliates.

(ff) "Nonqualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

(gg) "Notice" means the written evidence of an Award granted under the Plan
in such form as the Committee will from time to time determine.

(hh) "Performance Goals" means the performance goals established by the
Committee in connection with the grant of Management Incentive Awards,
Restricted Stock or Performance Units as set forth in the Notice. In
the case of Qualified Performance-Based Awards, Performance Goals will
be set by the Committee within the time period prescribed by Section
162(m) of the Code and related regulations, and will be based on Net
Contribution, or such other performance criteria selected by the
Committee, including, without limitation, the Fair Market Value of the
Common Stock, the Company's or a Business Unit's market share, sales,
earnings, costs, productivity, return on equity or return on Capital
Employed.

Page 4

(ii)  "Performance Units" means an Award granted under Section 12
Performance Units.
-----------------

(jj)  "Plan" means the FMC Technologies, Inc. Incentive Compensation and
Stock Plan, as set forth herein and as hereinafter amended from time
to time.

(kk)  "Qualified Performance-Based Award" means a Management Incentive
Award, an Award of Restricted Stock or an Award of Performance Units
designated as such by the Committee, based upon a determination that
(1) the recipient is or may be a Covered Employee; and (2) the
Committee wishes such Award to qualify for the Section 162(m)
Exemption.

(ll)  "Restricted Stock" means an Award granted under Section 11 Restricted
----------
Stock.
-----    

(mm)  "Section 162(m) Exemption" means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth
in Section 162(m)(4)(C) of the Code.

(nn)  "Separation from Service" means the cessation of a Non-Employee
Director's service on the Board. Temporary absences from service on
the Board because of illness, vacation or leave of absence will not
be considered a Separation from Service.

(oo)  "Stock Appreciation Right" means an Award granted under Section 10
Stock Appreciation Rights.
-------------------------

(pp)  "Stock Option" means an Award granted under Section 9 Stock Options.
-------------

(qq)  "Termination of Employment" means the termination of the
participant's employment with, or performance of services for, the
Company and any of its Affiliates. Temporary absences from employment
because of illness, vacation or leave of absence and transfers among
the Company and its Affiliates will not be considered a Termination
of Employment.

(rr)  "Vesting Date" means the date on which an Award becomes vested, and,
if applicable, fully exercisable and/or payable by or to the
participant as provided in Section 6.3 Vesting.
-------

(ss)  "Willful" means any action or omission by the participant that was
not in good faith and without a reasonable belief that the action or
omission was in the best interests of the Company or its Affiliates.
Any act or omission based upon authority given pursuant to a duly
adopted resolution of the Board, or, upon the instructions of the CEO
or any other senior officer of the Company, or, based upon the advice
of counsel for the Company will be conclusively presumed to be taken
or omitted by the participant in good faith and in the best interests
of the Company and/or its Affiliates.

Page 5

2.2  Other Definitions. In addition, certain other terms used herein have
-----------------
definitions given to them in the first place in which they are used.

SECTION 3. ADMINISTRATION
--------------

3.1  Committee Administration. The Committee is the administrator of the
------------------------
Plan. Among other things, the Committee has the authority, subject to the terms
of the Plan:

(a)  To select the Eligible Individuals to whom Awards are granted;

(b)  To determine whether and to what extent Awards are granted;

(c)  To determine the amount of each Award;

(d)  To determine the terms and conditions of any Award, including, but not
limited to, the option price, any vesting condition, restriction or
limitation regarding any Award and the shares of Common Stock relating
thereto, based on such factors as the Committee will determine;

(e)  To modify, amend or adjust the terms and conditions of any Award, at
any time or from time to time;

(f)  To determine to what extent and under what circumstances Common Stock
and other amounts payable with respect to an Award will be deferred;
and

(g)  To determine under what circumstances an Award may be settled in cash
or Common Stock or a combination of cash and Common Stock.

The Committee has the authority to adopt, alter and repeal administrative
rules, guidelines and practices governing the Plan, to interpret the terms and
provisions of the Plan, any Award, any Notice and any other agreement relating
to any Award and to take any action it deems appropriate for the administration
of the Plan.

3.2  Committee Action. The Committee may act only by a majority of its
----------------
members then in office unless it allocates or delegates its authority to a
Committee member or other person to act on its behalf. Except to the extent
prohibited by applicable law or applicable rules of a stock exchange, the
Committee may allocate all or any portion of its responsibilities and powers to
any one or more of its members and may delegate all or any part of its
responsibilities and powers to any other person or persons. Any such allocation
or delegation may be revoked by the Committee at any time.

Any determination made by the Committee or its delegate with respect to any
Award will be made in the sole discretion of the Committee or such delegate. All
decisions of the Committee or its delegate are final, conclusive and binding on
all parties.

3.3  Board Authority. Any authority granted to the Committee may also be
---------------
exercised by the full Board. To the extent that any permitted action taken by
the Board conflicts with action taken by the Committee, the Board action will
control. Notwithstanding anything herein 

Page 6

to the contrary, the Board is the administrator of the portion of the Plan
applicable to Non-Employee Directors.

SECTION 4. SHARES
------

4.1  Shares Available For Issuance. The maximum number of shares of Common
-----------------------------
Stock that may be delivered to participants and their beneficiaries under the
Plan will be 12,000,000. Shares subject to an Award under the Plan may be
authorized and unissued shares or may be treasury shares.

The maximum number of shares of Common Stock that may be subject to
Management Incentive Awards, Restricted Stock and Performance Units is 8,000,000
shares of Common Stock.

No Award will be counted against the shares available for delivery under
the Plan if the Award is payable to the participant only in the form of cash, or
if the Award is paid to the participant in cash.

If any Award is forfeited, or if any Stock Option (and any related Stock
Appreciation Right) terminates, expires or lapses without being exercised, or if
any Stock Appreciation Right is exercised for cash, the shares of Common Stock
subject to such Awards will again be available for delivery in connection with
Awards under the Plan. If the option price of any Stock Option granted under the
Plan is satisfied by delivering shares of Common Stock to the Company (by either
actual delivery or by attestation), only the number of shares of Common Stock
delivered to the participant, net of the shares of Common Stock delivered or
attested to, will be deemed delivered for purposes of determining the maximum
numbers of shares of Common Stock available for delivery under the Plan. To the
extent any shares of Common Stock subject to an Award are not delivered to a
participant because such shares are used to satisfy an applicable tax-
withholding obligation, such shares will not be deemed to have been delivered
for purposes of determining the maximum number of shares of Common Stock
available for delivery under the Plan.

In the event of any corporate event or transaction, (including, but not
limited to, a change in the number of shares of Common Stock outstanding), such
as a stock split, merger, consolidation, separation, including a spin-off or
other distribution of stock or property of the Company, any reorganization
(whether or not such reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete liquidation of the Company,
the Committee may make such substitution or adjustments in the aggregate number,
kind, and price of shares reserved for issuance under the Plan, and the maximum
limitation upon any Awards to be granted to any participant, in the number, kind
and price of shares subject to outstanding Awards granted under the Plan and/or
such other equitable substitution or adjustments as it may determine to be
appropriate; provided, however, that the number of shares subject to any Award
will always be a whole number. Such adjusted price will be used to determine the
amount payable in cash or shares, as applicable, by the Company upon the
exercise of any Award.

4.2  Individual Limits. No participant may be granted Stock Options and
-----------------
Stock Appreciation Rights covering in excess of 1,200,000 shares of Common Stock
in any calendar

Page 7

year. The maximum aggregate amount with respect to each Management Incentive
Award, Award of Performance Units or Award of Restricted Stock that may be
granted, or, that may vest, as applicable, in any calendar year for any
individual participant is 1,200,000 shares of Common Stock, or the dollar
equivalent of 1,200,000 shares of Common Stock.

SECTION 5. ELIGIBILITY
-----------

Awards may be granted under the Plan to Eligible Individuals. Incentive
Stock Options may be granted only to employees of the Company and its
subsidiaries or parent corporation (within the meaning of Section 424(f) of the
Code).

SECTION 6. TERMS AND CONDITIONS OF AWARDS
------------------------------

6.1  General. Awards will be in the form and upon the terms and conditions
-------
as determined by the Committee, subject to the terms of the Plan. The Committee
is authorized to grant Awards independent of, or in addition to other Awards
granted under the Plan. The terms and conditions of each Award may vary from
other Awards. Awards will be evidenced by Notices, the terms and conditions of
which will be consistent with the terms of the Plan and will apply only to such
Award.

6.2  Expiration Date. Unless otherwise provided in the Notice, the
---------------
Expiration Date of an Award will be the earlier of the date that is ten (10)
years after the Grant Date or the date of the participant's Termination of
Employment.

6.3  Vesting. Each Award vests and becomes fully payable, exercisable
-------
and/or released of any restriction on the Vesting Date. The Vesting Date of each
Award, as determined by the Committee, will be set forth in the Notice.

SECTION 7. QUALIFIED PERFORMANCE-BASED AWARDS
----------------------------------   

The Committee may designate a Management Incentive Award, or an Award of
Restricted Stock or an Award of Performance Units as a Qualified Performance-
Based Award, in which case, the Award is contingent upon the attainment of
Performance Goals.

SECTION 8. MANAGEMENT INCENTIVE AWARDS
---------------------------   

8.1  Management Incentive Awards. The Committee is authorized to grant
---------------------------
Management Incentive Awards, subject to the terms of the Plan. Notices for
Management Incentive Awards will indicate the Award Cycle, any applicable
Performance Goals, any applicable designation of the Award as a Qualified
Performance-Based Award and the form of payment of the Award.

8.2  Settlement. As soon as practicable after the later of the Vesting Date
----------
and the date any applicable Performance Goals are satisfied, Management
Incentive Awards will be paid to the participant in cash, Common Stock,
Restricted Stock or a combination of cash, Common Stock and Restricted Stock, as
determined by the Committee. The number of shares of Common 

Page 8

Stock payable under the stock portion of a Management Incentive Award will equal
the amount of such portion of the award divided by the Fair Market Value of the
Common Stock on the date of payment.

SECTION 9. STOCK OPTIONS
-------------

9.1  Stock Options. The Committee is authorized to grant Stock Options,
-------------
including both Incentive Stock Options and Nonqualified Stock Options, subject
to the terms of the Plan. Notices will indicate whether the Stock Option is
intended to be an Incentive Stock Option or a Nonqualified Stock Option, the
option price, the term and the number of shares to which it pertains. To the
extent that any Stock Option is not designated as an Incentive Stock Option, or,
even if so designated does not qualify as an Incentive Stock Option on or
subsequent to its Grant Date, it will constitute a Nonqualified Stock Option.

9.2  Option Price. The option price per share of Common Stock purchasable
------------
under a Stock Option will be determined by the Committee and will not be less
than the Fair Market Value of the Common Stock subject to the Stock Option on
the Grant Date; provided, however, that a Stock Option granted in connection
with the IPO may be granted at an option price equal to the initial price at
which Common Stock is offered to the public in the IPO.

9.3  Incentive Stock Options. The terms of the Plan addressing Incentive
-----------------------
Stock Options and each Incentive Stock Option will be interpreted in a manner
consistent with Section 422 of the Code and all valid regulations issued
thereunder.

9.4  Exercise. Stock Options will be exercisable at such time or times and
--------
subject to the terms and conditions set forth in the Notice. A participant can
exercise a Stock Option, in whole or in part, at any time on or after the
Vesting Date and before the Expiration Date by giving written notice of exercise
to the Company specifying the number of shares of Common Stock subject to the
Stock Option to be purchased. Such notice will be accompanied by payment in full
to the Company of the option price by certified or bank check or such other cash
equivalent instrument as the Company may accept. If approved by the Committee,
payment in full or in part may also be made in the form of Common Stock (by
delivery of such shares or by attestation) already owned by the optionee of the
same class as the Common Stock subject to the Stock Option, based on the Fair
Market Value of the Common Stock on the date the Stock Option is exercised.
Notwithstanding the foregoing, the right to make payment in the form of already
owned shares of Common Stock applies only to shares that have been held by the
optionee for at least six (6) months at the time of exercise or that were
purchased on the open market.

If approved by the Committee, payment in full or in part may also be made
by delivering a properly executed exercise notice to the Company, together with
a copy of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds necessary to pay the option price,
and, if requested, by the amount of any federal, state, local or foreign
withholding taxes. To facilitate the foregoing, the Company may enter into
agreements for coordinated procedures with one or more brokerage firms. The
Committee may also provide for Company loans to be made for purposes of the
exercise of Stock Options.

Page 9

9.5  Settlement. As soon as practicable after the exercise of a Stock
----------
Option, the Company will deliver to or on behalf of the optionee certificates of
Common Stock for the number of shares purchased. No shares of Common Stock will
be issued until full payment therefor has been made. Except as otherwise
provided in Section 9.8 Deferral of Stock Options Shares below, an optionee will
-------------------------------- 
have all of the rights of a stockholder of the Company holding Common Stock,
including, but not limited to, the right to vote the shares and the right to
receive dividends, when the optionee has given written notice of exercise, has
paid in full for such shares and, if requested, has given the representation
described in Section 19 General Provisions. The Committee may give optionees
------------------ 
Dividend Equivalent Rights.

9.6  Nontransferability. No Stock Option will be transferable by the
------------------
optionee other than by will or by the laws of descent and distribution. All
Stock Options will be exercisable, subject to the terms of the Plan, only by the
optionee, the guardian or legal representative of the optionee, or any person to
whom such Stock Option is transferred pursuant to this paragraph, it being
understood that the term "holder" and "optionee" include such guardian, legal
representative and other transferee. No Stock Option will be subject to
execution, attachment or other similar process.

Notwithstanding anything herein to the contrary, the Committee may permit a
participant at any time prior to his or her death to assign all or any portion
without consideration therefor of a Nonqualified Stock Option to:

(a)  The participant's spouse or lineal descendants;

(b)  The trustee of a trust for the primary benefit of the participant and
his or her spouse or lineal descendants, or any combination thereof;

(c)  A partnership of which the participant, his or her spouse and/or
lineal descendants are the only partners;

(d)  Custodianships under the Uniform Transfers to Minors Act or any other
similar statute; or

(e)  Upon the termination of a trust by the custodian or trustee thereof,
or the dissolution or other termination of the family partnership or
the termination of a custodianship under the Uniform Transfers to
Minor Act or any other similar statute, to the person or persons who,
in accordance with the terms of such trust, partnership or
custodianship are entitled to receive the Nonqualified Stock Option
held in trust, partnership or custody.

In such event, the spouse, lineal descendant, trustee, partnership or
custodianship will be entitled to all of the participant's rights with respect
to the assigned portion of the Nonqualified Stock Option, and such portion will
continue to be subject to all of the terms, conditions and restrictions
applicable to the Nonqualified Stock Option.

9.7  Cashing Out. On receipt of written notice of exercise, the Committee
-----------
may elect to cash out all or part of the portion of the shares of Common Stock
for which a Stock Option is being exercised by paying the optionee an amount, in
cash or Common Stock, equal to the excess 

Page 10

of the Fair Market Value of the Common Stock over the option price times the
number of shares of Common Stock for which the Stock Option is being exercised
on the effective date of such cash-out. In addition, notwithstanding any other
provision of the Plan, the Committee, either on the Grant Date or thereafter,
may give a participant the right to voluntarily cash-out the participant's
outstanding Stock Options, whether or not then vested, during the sixty (60)-day
period following a Change in Control. A participant who has such a cash-out
right and elects to cash-out Stock Options may do so during the sixty (60)-day
period following a Change in Control by giving notice to the Company to elect to
surrender all or part of the Stock Option to the Company and to receive cash,
within thirty (30) days of such election, in an amount equal to the amount by
which the Change in Control Price per share of Common Stock on the date of such
election exceeds the exercise price per share of Common Stock under the Stock
Option multiplied by the number of shares of Common Stock granted under the
Stock Option as to which this cash-out right is exercised. Notwithstanding the
foregoing, if any cash-out right would make a Change in Control transaction
ineligible for pooling-of-interests accounting, the Committee may eliminate or
modify such cash-out right.

9.8  Deferral of Stock Option Shares. The Committee may from time to time
-------------------------------
establish procedures pursuant to which an optionee may elect to defer, until a
time or times later than the exercise of a Stock Option, receipt of all or a
portion of the shares of Common Stock subject to such Stock Option and/or to
receive cash at such later time or times in lieu of such deferred shares, all on
such terms and conditions as the Committee will determine. If any such deferrals
are permitted, an optionee who elects such deferral will not have any rights as
a stockholder with respect to such deferred shares unless and until shares are
actually delivered to the optionee with respect thereto, except to the extent
otherwise determined by the Committee.

SECTION 10. STOCK APPRECIATION RIGHTS
-------------------------

10.1 Stock Appreciation Rights. The Committee is authorized to grant Stock
-------------------------
Appreciation Rights, subject to the terms of the Plan. Stock Appreciation Rights
granted with a Nonqualified Stock Option may be granted either on or after the
Grant Date. Stock Appreciation Rights granted with an Incentive Stock Option may
be granted only on the Grant Date of such Stock Option. Notices of Stock
Appreciation Rights granted with Stock Options may be incorporated into the
Notice of the Stock Option. Notices of Stock Appreciation Rights will indicate
whether the Stock Appreciation Right is independent of any Award or granted with
a Stock Option, the price, the term, the method of exercise and the form of
payment.

10.2 Exercise. A participant can exercise Stock Appreciation Rights, in
--------
whole or in part, at any time after the Vesting Date and before the Expiration
Date, or, with respect to Stock Appreciation Rights granted in connection with
any Stock Option, at such time or times and to the extent that the Stock Options
to which they relate are exercisable, by giving written notice of exercise to
the Company specifying the number of Stock Appreciation Rights to be exercised.
A Stock Appreciation Right granted with a Stock Option may be exercised by an
optionee by surrendering any applicable portion of the related Stock Option in
accordance with procedures established by the Committee. To the extent provided
by the Committee, Stock Options which have been so surrendered will no longer be
exercisable to the extent the related Stock Appreciation Rights have been
exercised.

Page 11

10.3  Settlement. As soon as practicable after the exercise of a Stock
----------
Appreciation Right, an optionee will be entitled to receive an amount in cash,
shares of Common Stock or a combination of cash and shares of Common Stock, as
determined by the Committee, in value equal to the excess of the Fair Market
Value on the date of exercise of one share of Common Stock over the Stock
Appreciation Right price per share multiplied by the number of shares in respect
of which the Stock Appreciation Right is being exercised. Upon the exercise of a
Stock Appreciation Right granted with any Stock Option, the Stock Option or part
thereof to which such Stock Appreciation Right is related will be deemed to have
been exercised for the purpose of the limitation set forth in Section 4 Shares
------
on the number of shares of Common Stock to be issued under the Plan, but only to
the extent of the number of shares delivered upon the exercise of the Stock
Appreciation Right.

10.4  Nontransferability. Stock Appreciation Rights will be
------------------
transferable only to the extent they are granted with any Stock Option, and only
to permitted transferees of such underlying Stock Option in accordance with the
Nontransferability provisions of Section 9.
------------------

SECTION 11.      RESTRICTED STOCK 

11.1  Restricted Stock. The Committee is authorized to grant Restricted
----------------
Stock, subject to the terms of the Plan. Notices for Restricted Stock may be in
the form of a Notice and book-entry registration or issuance of one or more
stock certificates. Any certificate issued in respect of shares of Restricted
Stock will be registered in the name of such participant and will bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:

"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions, including,
but not limited to, forfeiture of the FMC Technologies, Inc. Incentive
Compensation and Stock Plan and a Restricted Stock Notice. Copies of
such Plan and Notice are on file at the offices of FMC Technologies,
Inc."

The Committee may require that the certificates evidencing such shares
be held in custody by the Company until the restrictions thereon will have
lapsed and that, as a condition of any Award of Restricted Stock, the
participant will have delivered a stock power, endorsed in blank, relating to
the Common Stock covered by such Award. The Notice or certificates will indicate
any applicable Performance Goals, any applicable designation of the Restricted
Stock as a Qualified Performance-Based Award and the form of payment.

11.2  Participant Rights. Subject to the terms of the Plan and the
------------------
Notice or certificate of Restricted Stock, the participant will not be permitted
to sell, assign, transfer, pledge or otherwise encumber shares of Restricted
Stock until the later of the Vesting Date and the date any applicable
Performance Goals are satisfied. Notwithstanding the foregoing, a participant
may pledge Restricted Stock as security for a loan to obtain funds to pay the
option price for Stock Options. Except as provided in the Plan and the Notice or
certificate of the Restricted Stock, the participant will have, with respect to
the shares of Restricted Stock, all of the rights of a stockholder of the
Company holding Common Stock, including, but not limited to, the right to vote
the shares and Dividend Equivalent Rights, if so granted.

Page 12

11.3  Settlement. As soon as practicable after the later of the Vesting
----------
Date and the date any applicable Performance Goals are satisfied and prior to
the Expiration Date, unlegended certificates for such shares of Common Stock
will be delivered to the participant upon surrender of any legended
certificates, if applicable.

SECTION 12.       PERFORMANCE UNITS
-----------------

12.1  Performance Units. The Committee is authorized to grant
-----------------
Performance Units, subject to the terms of the Plan. Notices of Performance
Units will indicate any applicable Performance Goals, any applicable designation
of the Award as a Qualified Performance-Based Award and the form of payment.

12.2  Settlement. As soon as practicable after the later of the Vesting
----------
Date and the date any applicable Performance Goals are satisfied, Performance
Units will be paid in the manner as provided in the Notice. Payment of
Performance Units will be made in an amount of cash equal to the Fair Market
Value of one share of Common Stock multiplied by the number of Performance Units
earned or, if applicable, in a number of shares of Common Stock equal to the
number of Performance Units earned, each as determined by the Committee. The
Committee may at or after the Grant Date give the participant a right to defer
receipt of cash or shares in settlement of Performance Units for a specified
period or until a specified event. Subject to any exceptions adopted by the
Committee, an election by a participant to defer must be made before the
commencement of the Award Cycle for the Performance Units.

SECTION 13.       OTHER AWARDS
------------

The Committee is authorized to make, either alone or in conjunction
with other Awards, Awards of cash or Common Stock and Awards that are valued in
whole or in part by reference to, or are otherwise based upon, Common Stock,
including, without limitation, convertible debentures.

SECTION 14.       NON-EMPLOYEE DIRECTOR AWARDS
----------------------------

14.1  Annual Retainer. Each Non-Employee Director will receive an
--------------- 
Annual Retainer in such amount as will be determined from time to time by the
Board. Until changed by resolution of the Board, the Grant Date of the Annual
Retainer will be May 1 of each year, and the amount of the Annual Retainer will
be $40,000, $25,000 of which will be paid in the form of Performance Units on
the Grant Date and the remainder of which will be paid in cash in quarterly
installments at the end of each calendar quarter. Not less than sixty (60) days
prior to the close of the Grant Date of the Annual Retainer, each Non-Employee
Director may elect to defer all of his or her remaining Annual Retainer to be
paid in the form of Performance Units by providing written notice of such
election to the Company. The number of Performance Units constituting the Annual
Retainer for each Non-Employee Director will be equal to the number obtained by
dividing $25,000 plus the portion of his or her remaining Annual Retainer that
he or she elected to defer by the Fair Market Value of the Common Stock on the
Grant Date.

Page 13

14.2  Annual Award. In addition to the Annual Retainer, the Board has
------------
the authority to grant Non-Employee Directors Stock Options, Restricted Stock or
Performance Units, subject to the terms of the Plan.

14.3  Meeting Fees. Each Non-Employee Director will receive a meeting
------------
fee in such amount as will be determined from time to time by the Board for
attending each meeting of the Board and its committees, including extraordinary
and special meetings. Until changed by resolution of the Board, the meeting fee
will be $1,000 per meeting, payable in cash at the end of each calendar quarter.

14.4  Committee Chairman Fees. Each Non-Employee Director who serves as
-----------------------
a chairman of a committee of the Board will receive a committee chairman fee in
such amount as determined by the Board for the tenure of such service. Until
changed by resolution of the Board, the committee chairman fee will be paid in
cash at an annualized rate of $4,000 in equal installments at the end of each
calendar quarter.

14.5  Vesting. Awards granted to Non-Employee Directors will have a
-------
Vesting Date as determined by the Board. Unless otherwise provided in the Award,
such Vesting Date will be the date of the Company's annual stockholder's meeting
next following the Grant Date.

14.6  Separation from Service. Except as provided below, if a
-----------------------
Non-Employee Director has a Separation from Service prior to the Vesting Date of
a Performance Unit, any unvested Performance Units are forfeited and all further
rights of the Non-Employee Director to or with respect to such Performance Units
terminate. If a Non-Employee Director dies while serving as a director of the
Company, any vested Performance Units will be paid to the person designated in
the Non-Employee Director's last will and testament or, in the absence of such
designation, to his or her estate. Any unvested Performance Units will vest and
become payable in a proportionate amount, based upon the full months of service
completed during the vesting period from the Grant Date to the date of death.
Any unvested Performance Units vest and become immediately payable upon a Change
in Control.

14.7  Settlement. Payments with respect to Performance Units of a
----------
Non-Employee Director will be made in shares of Common Stock issued to the
Non-Employee Director as soon as practicable after his or her Separation from
Service. Performance Units will be valued using the Fair Market Value of Common
Stock on the last business day of his or her service on the Board.
Notwithstanding anything herein to the contrary, payments made upon the
occurrence of a Change in Control will be made in a single lump sum cash payment
in an amount calculated by using the Change in Control Price multiplied by the
number of shares of Common Stock relating to the Performance Units with respect
to which such payment is made.

SECTION 15.       CHANGE IN CONTROL
-----------------

15.1  Impact of Change in Control. Notwithstanding any other provision
---------------------------
of the Plan to the contrary, in the event of a Change in Control, as of the date
such Change in Control is determined to have occurred, any outstanding:

Page 14

(a)    Stock Options and Stock Appreciation Rights become fully exercisable
and vested to the full extent of the original grant;

(b)    Restricted Stock becomes free of all restrictions and deferral
limitations and becomes fully vested and transferable to the full
extent of all or a portion of the maximum amount of the original
grant as provided in the Notice, or, if not provided in the Notice,
as determined by the Committee;

(c)    Performance Units are considered earned and payable to the full
extent of all or a portion of the maximum amount of the original
grant as provided in the Notice, or, if not provided in the Notice,
as determined by the Committee, any deferral or other restrictions
lapse and such Performance Units will be settled in cash or Common
Stock, as determined by the Committee, as promptly as is practicable
following the Change in Control; and

(d)    Management Incentive Awards become fully vested to the full extent
of all or a portion of the maximum amount of the original grant as
provided in the Notice, or, if not provided in the Notice, as
determined by the Committee, and such Management Incentive Awards
will be settled in cash or Common Stock, as determined by the
Committee, as promptly as is practicable following the Change in
Control.

The Committee may also make additional substitutions, adjustments and/or
settlements of outstanding Awards as it deems appropriate and consistent with
the Plan's purposes.

15.2   Definition of Change in Control. For purposes of the Plan, a "Change
-------------------------------
in Control" will 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 Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%) or more
of either (1) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (2) 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 (1), (2) and (3) of Subsection (c) of this
Section 15.2;

(b)    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

Page 15

the Board; provided, however, for purposes of this Section 15.2, 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;

(c)  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 (1) 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, (2) 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 (3) 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 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, as determined under the change in control provisions of FMC's
executive severance plan, if at the time of its change in control, FMC owns more
than fifty percent (50%) of the 

Page 16

Outstanding Company Common Stock. Notwithstanding the foregoing, neither the
IPO, nor the Distribution will be treated as a Change in Control of the Company.

15.3  Change in Control Price. For purposes of the Plan, "Change in
-----------------------
Control Price" means the higher of (a) the highest reported sales price, regular
way, of a share of Common Stock in any transaction reported on the New York
Stock Exchange or other national exchange on which such shares are listed during
the sixty (60)-day period prior to and including the date of a Change in
Control; or (b) if the Change in Control is the result of a tender or exchange
offer or a Corporate Transaction, the highest price per share of Common Stock
paid in such tender or exchange offer or Corporate Transaction; provided,
however, that in the case of Incentive Stock Options and Stock Appreciation
Rights relating to Incentive Stock Options, the Change in Control Price will be
in all cases the Fair Market Value of the Common Stock on the date such
Incentive Stock Option or Stock Appreciation Right is exercised. To the extent
that the consideration paid in any such transaction described above consists all
or in part of securities or other noncash consideration, the value of such
securities or other noncash consideration will be determined by the Committee.

SECTION 16.       FORFEITURE OF AWARDS
--------------------

Notwithstanding anything in the Plan to the contrary, the Committee
may, in the event of serious misconduct by a participant (including, without
limitation, any misconduct prejudicial to or in conflict with the Company or its
Affiliates, or any Termination of Employment for Cause), or any activity of a
participant in competition with the business of the Company or any Affiliate,
(a) cancel any outstanding Award granted to such participant, in whole or in
part, whether or not vested or deferred, and/or (b) if such conduct or activity
occurs within one year following the exercise or payment of an Award, require
such participant to repay to the Company any gain realized or payment received
upon the exercise or payment of such Award (with such gain or payment valued as
of the date of exercise or payment). Such cancellation or repayment obligation
will be effective as of the date specified by the Committee. Any repayment
obligation may be satisfied in Common Stock or cash or a combination thereof
(based upon the Fair Market Value of Common Stock on the day of payment), and
the Committee may provide for an offset to any future payments owed by the
Company or any Affiliate to the participant if necessary to satisfy the
repayment obligation. The determination of whether a participant has engaged in
a serious breach of conduct or any activity in competition with the business of
the Company or any Affiliate will be made by the Committee in good faith. This
Section 16 will have no application following a Change in Control.

SECTION 17.       AMENDMENT AND TERMINATION
-------------------------

The Committee may amend, alter, or discontinue the Plan or any Award,
prospectively or retroactively, but no amendment, alteration or discontinuation
may impair the rights of a recipient of any Award without the recipient's
consent, except such an amendment made to comply with applicable law, stock
exchange rules or accounting rules.

No amendment will be made without the approval of the Company's
stockholders to the extent such approval is required by applicable law or stock
exchange rules, or, to the extent such 

Page 17

amendment increases the number of shares available for delivery under the Plan,
or changes the option price after the Grant Date.

SECTION 18.       UNFUNDED STATUS OF PLAN
-----------------------

It is presently intended that the Plan constitutes an "unfunded" plan
for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Common Stock or make payments; provided, however, that
unless the Committee otherwise determines, the existence of such trusts or other
arrangements will be consistent with the "unfunded" status of the Plan.

SECTION 19.       GENERAL PLAN PROVISIONS
-----------------------

19.1 General Provisions. The Plan will be administered in accordance
------------------
with the following provisions and any other rule, guideline and practice
determined by the Committee:

(a)  Each person purchasing or receiving shares pursuant to an Award
may be required to represent to and agree with the Company in
writing that he or she is acquiring the shares without a view to
the distribution of the shares.

(b)  The certificates for shares issued under an Award may include any
legend which the Committee deems appropriate to reflect any
restrictions on transfer.

(c)  Notwithstanding any other provision of the Plan, any Award, any
Notice or any other agreements made pursuant thereto, the Company
is not required to issue or deliver any shares of Common Stock
prior to fulfillment of all of the following conditions:

(i)   Listing or approval for listing upon notice of issuance, of
such shares on the New York Stock Exchange, Inc., or such
other securities exchange as may at the time be the
principal market for the Common Stock;

(ii)  Any registration or other qualification of such shares of
the Company under any state or federal law or regulation, or
the maintaining in effect of any such registration or other
qualification which the Committee deems necessary or
advisable; and

(iii) Obtaining any other consents, approval, or permit from any
state or federal governmental agency which the Committee
deems necessary or advisable.

(d)  The Company will not issue fractions of shares. Whenever, under
the terms of the Plan, a fractional share would otherwise be
required to be issued, the participant will be paid at Fair Market
Value for such fractional share by rounding down the number of
shares received to the nearest whole number and paying in cash the
value of the fractional share.

Page 18

(e)  In the case of a grant of an Award to any Eligible Individual of
an Affiliate of the Company, the Company may, if the Committee so
directs, issue or transfer the shares of Common Stock, if any,
covered by the Award to the Affiliate, for such lawful
consideration as the Committee may specify, upon the condition or
understanding that the Affiliate will transfer the shares of
Common Stock to the Eligible Individual in accordance with the
terms of the Award specified by the Committee pursuant to the
provisions of the Plan. All shares of Common Stock underlying
Awards that are forfeited or canceled revert to the Company.

19.2 Employment. The Plan will not constitute a contract of employment,
----------
and adoption of the Plan will not confer upon any employee any right to
continued employment, nor will it interfere in any way with the right of the
Company or an Affiliate to terminate at any time the employment of any employee
or the membership of any director on a board of directors or any consulting
arrangement with any Eligible Individual.

19.3 Tax Withholding Obligations. No later than the date as of which an
----------------------------
amount first becomes includible in the gross income of the participant for
federal income tax purposes with respect to any Award under the Plan, the
participant will pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any federal, state, local or foreign taxes of
any kind required by law to be withheld with respect to such amount. Unless
otherwise determined by the Company, withholding obligations may be settled with
Common Stock, including Common Stock that is part of the Award that gives rise
to the withholding requirement; provided, that not more than the legally
required minimum withholding may be settled with Common Stock. The obligations
of the Company under the Plan will be conditional on such payment or
arrangements, and the Company and its Affiliates will, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the participant. The Committee may establish such procedures as it deems
appropriate, including making irrevocable elections, for the settlement of
withholding obligations with Common Stock.

19.4 Beneficiaries. The Committee will establish such procedures as it
-------------
deems appropriate for a participant to designate a beneficiary to whom any
amounts payable in the event of the participant's death are to be paid or by
whom any rights of the participant, after the participant's death, may be
exercised.

19.5 Governing Law. The Plan and all Awards made and actions taken
-------------
thereunder will be governed by and construed in accordance with the laws of the
State of Delaware, without reference to principles of conflict of laws.
Notwithstanding anything herein to the contrary, in the event an Award is
granted to Eligible Individual who is employed or providing services outside the
United States and who is not compensated from a payroll maintained in the United
States, the Committee may modify the provisions of the Plan and/or any such
Award as they pertain to such individual to comply with and account for the tax
and accounting rules of the applicable foreign law so as to maintain the benefit
intended to be provided to such participant under the Award.

19.6 Nontransferability. Except as otherwise provided in Section 9
------------------
Stock Options and Section 10 Stock Appreciation Rights, or by the Committee,
-------------                -------------------------
Awards under the Plan are not transferable except by will or by laws of descent
and distribution.

Page 19

19.7 Severability. Wherever possible, each provision of the Plan and of
------------
each Award and of each Notice will be interpreted in such a manner as to be
effective and valid under applicable law. If any provision of the Plan, any
Award or any Notice is found to be prohibited by or invalid under applicable
law, then (a) such provision will be deemed amended to and to have contained
from the outset such language as will be necessary to accomplish the objectives
of the provision as originally written to the fullest extent permitted by law;
and (b) all other provisions of the Plan and any Award will remain in full force
and effect.

19.8 Strict Construction. No rule of strict construction will be
-------------------  
applied against the Company, the Committee or any other person in the
interpretation of the terms of the Plan, any Award, any Notice, any other
agreement or any rule or procedure established by the Committee.

19.9 Stockholder Rights. Except as otherwise provided herein, no
------------------
participant will have dividend, voting or other stockholder rights by reason of
a grant of an Award or a settlement of an Award in cash.

Page 20

Exhibit 10.5

FORM I

FMC Technologies, Inc.
Executive Severance Agreement
-----------------------------  

THIS AGREEMENT is made and entered into as of the _____ day of
_____________________, 2001, by and between FMC Technologies, Inc. (hereinafter
referred to as the "Company") and _____________________ (hereinafter referred to
as the "Executive").

WHEREAS, the Board has approved the Company's entering into severance
agreements with certain key executives of the Company;

WHEREAS, the Executive is a key executive of the Company;

WHEREAS, should the possibility of a Change in Control of the Company
arise, the Board believes it is imperative that the Company and the Board should
be able to rely upon the Executive to continue in the Executive's position, and
that the Company should be able to receive and rely upon the Executive's advice,
if requested, as to the best interests of the Company and its shareholders
without concern that the Executive might be distracted by the personal
uncertainties and risks created by the possibility of a Change in Control;

WHEREAS, should the possibility of a Change in Control arise, in
addition to the Executive's regular duties, the Executive may be called upon to
assist in the assessment of such possible Change in Control, advise management
and the Board as to whether such Change in Control would be in the best
interests of the Company and its shareholders, and to take such other actions as
the Board might determine to be appropriate;

WHEREAS, the Executive has an existing executive severance agreement
with FMC, the terms of which are substantially similar to the terms of this
Agreement;

WHEREAS, the Executive acknowledges that neither the IPO nor the
Distribution will result in a change in control of FMC under the Executive's
existing executive severance agreement with FMC;

WHEREAS, the Executive agrees that the terms of this Agreement
completely replace and supersede the provisions of the prior executive severance
agreement with FMC;

WHEREAS, the Executive acknowledges that neither the IPO nor the
Distribution will result in a Change in Control; and

WHEREAS, the Executive and the Company desire that the terms of this
Agreement will completely replace and supersede the provisions set forth in the
Plan, 

setting forth the terms and provisions with respect to the Executive's
entitlement to payments and benefits following a Change in Control.

NOW THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of the Executive's advice and
counsel notwithstanding the possibility, threat, or occurrence of a Change in
Control of the Company, and to induce the Executive to remain in the employ of
the Company, and for other good and valuable consideration, the Company and the
Executive agree as follows:

Article 1. Establishment, Term, and Purpose

This Agreement completely replaces and supersedes the provisions of the prior
executive agreement the Executive had with FMC. The Executive agrees that no
benefits will be paid to the Executive by FMC or the Company under the terms of
such prior executive severance agreement.

This Agreement will commence on the Effective Date and will continue in effect
for a three (3) year term, until the third anniversary of the Effective Date.
Upon each anniversary of the Effective Date, the term of this Agreement will be
extended automatically for one (1) additional year, unless the Committee
delivers written notice six (6) months prior to such anniversary to the
Executive that this Agreement will not be extended. In such case, this Agreement
will terminate at the end of the term, or extended term, then in progress.

However, in the event a Change in Control occurs during the original or any
extended term, this Agreement will remain in effect for the longer of: (i)
twenty-four (24) months beyond the month in which such Change in Control
occurred; and (ii) until all obligations of the Company hereunder have been
fulfilled, and until all benefits required hereunder have been paid to the
Executive.

Article 2. Definitions

Whenever used in this Agreement, the following terms will have the meanings set
forth below and, when the meaning is intended, the initial letter of the word is
capitalized.

2.1.     Base Salary means the salary of record paid to an Executive as annual
-----------
salary, excluding amounts received under incentive or other bonus plans, whether
or not deferred.

2.2.     Beneficiary  means the persons or entities designated or deemed 
-----------
designated by the Executive pursuant to Section 11.2 herein.

2.3.     Board means the Board of Directors of the Company.
-----

2.4.     Cause means:
-----

Page 2

(a)   the Executive's Willful and continued failure to
substantially perform the Executive's employment duties in any material
respect (other than any such failure resulting from physical or mental
incapacity or occurring after issuance by the Executive of a Notice of
Termination for Good Reason), after a written demand for substantial
performance is delivered to the Executive that specifically identifies
the manner in which the Company believes the Executive has failed to
perform the Executive's duties, and after the Executive has failed to
resume substantial performance of the Executive's duties on a
continuous basis within thirty (30) calendar days of receiving such
demand;

(b)   the Executive's Willfully engaging in conduct (other
than conduct covered under (a) above) which is demonstrably and
materially injurious to the Company or an Affiliate; or

(c)   the Executive's having been convicted of, or pleading
guilty or nolo contendere to, a felony under federal or state law on or
prior to a Change in Control.

2.5.     Change in Control means the happening of any of the following events:
-----------------

(a)   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 2.5;

(b)   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 Board;
provided, however, for purposes of this Section 2.5, 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

Page 3

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 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

(d)   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, as determined under the change in control provisions
of FMC's executive severance plan, if at the time of its change in control, FMC
owns more than fifty percent (50%) of the Outstanding Company Common Stock.
Notwithstanding the foregoing, neither the IPO, nor the Distribution will be
treated as a Change in Control of the Company.

2.6.     Code means the Internal Revenue Code of 1986, as amended from time to
----
time, and any successor thereto.

2.7.     Committee means the Compensation and Organization Committee of the
---------
Board or any other committee of the Board appointed to perform the functions of
the Compensation and Organization Committee.

Page 4

2.8.      Company means FMC Technologies, Inc., a Delaware corporation, or any
-------
successor thereto as provided in Article 10 herein.

2.9.      Disability means complete and permanent inability by reason of illness
----------
or accident to perform the duties of the occupation at which the Executive was
employed when such disability commenced.

2.10.     Distribution means FMC's distribution of its interest in the Company.
------------

2.11.     Effective Date means the date of this Agreement set forth above.
--------------

2.12.     Effective Date of Termination means the date on which a Qualifying
-----------------------------
Termination occurs which triggers the payment of Severance Benefits hereunder.

2.13.     Exchange Act means the Securities Exchange Act of 1934, as amended
------------
from time to time, and any successor thereto.

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

2.15.     Good Reason means, without the Executive's express written consent,
-----------
the occurrence of any one or more of the following:

(a)   The assignment of the Executive to duties materially
inconsistent with the Executive's authorities, duties,
responsibilities, and status (including, without limitation, offices,
titles and reporting requirements) as an employee of the Company
(including, without limitation, any material change in duties or
status as a result of the stock of the Company ceasing to be publicly
traded or of the Company becoming a subsidiary of another entity), or
a reduction or alteration in the nature or status of the Executive's
authorities, duties, or responsibilities from the greatest of (i)
those in effect on the Effective Date; (ii) those in effect during the
fiscal year immediately preceding the year of the Change in Control
(whether with the Company or with FMC); and (iii) those in effect
immediately preceding the Change in Control;

(b)   The Company's requiring the Executive to be based at a
location which is at least fifty (50) miles further from the
Executive's then current primary residence than is such residence from
the office where the Executive is located at the time of the Change in
Control, except for required travel on the Company's business to an
extent substantially consistent with the Executive's business
obligations as of the Effective Date or as the same may be changed
from time to time prior to a Change in Control;

(c)   A reduction by the Company in the Executive's Base
Salary as in effect on the Effective Date or as the same may be
increased from time to time;

Page 5

(d)   A material reduction in the Executive's level of
participation in any of the Company's short- and/or long-term incentive
compensation plans, or employee benefit or retirement plans, policies,
practices, or arrangements in which the Executive participates from the
greatest of the levels in place: (i) on the Effective Date; (ii) during
the fiscal year immediately preceding the fiscal year of the Change in
Control (whether with the Company or with FMC); and (iii) on the date
immediately preceding the date of the Change in Control;

(e)   The failure of the Company to obtain a satisfactory
agreement from any successor to the Company to assume and agree to
perform this Agreement, as contemplated in Article 10 herein; or

(f)   Any termination of Executive's employment by the Company
that is not effected pursuant to a Notice of Termination.

The existence of Good Reason will not be affected by the Executive's temporary
incapacity due to physical or mental illness not constituting a Disability. The
Executive's continued employment will not constitute a waiver of the Executive's
rights with respect to any circumstance constituting Good Reason.

2.16.    IPO means the initial registered public offering by the Company of
---
shares of common stock of the Company.

2.17.    Notice of Termination means a written notice which indicates the
---------------------
specific termination provision in this Agreement relied upon, and sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.

2.18.    Person has the meaning ascribed to such term in Section 3(a)(9) of
------
the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a
"group" as provided in Section 13(d).

2.19.    Qualifying Termination means any of the events described in Section 3.2
----------------------
herein, the occurrence of which triggers the payment of Severance Benefits
hereunder.

2.20.    Retirement means the Executive's voluntary termination of employment in
----------
a manner that qualifies the Executive to receive immediately payable retirement
benefits from the FMC Technologies, Inc. Salaried Employees' Retirement Program.

2.21.    Severance Benefits means the payment of severance compensation as
------------------
provided in Section 3.3 herein.

2.22.    Trust means the Company grantor trust to be created pursuant to Article
-----
6 of this Agreement.

Page 6

2.23.    Willful means any act or omission by the Executive that was in good
-------
faith and without a reasonable belief that the action or omission was in the
best interests of the Company or its affiliates. Any act or omission based upon
authority given pursuant to a duly adopted Board resolution, or, upon the
instructions of any senior officer of the Company, or based upon the advice of
counsel for the Company will be conclusively presumed to be taken or omitted by
the Executive in good faith and in the best interests of the Company and/or its
affiliates.

Article 3. Severance Benefits

3.1.     Right to Severance Benefits. The Executive will be entitled to receive
---------------------------
from the Company Severance Benefits, as described in Section 3.3 herein, if
there has been a Change in Control of the Company and if, within twenty-four
(24) calendar months following the Change in Control, a Qualifying Termination
of the Executive has occurred.

The Executive will not be entitled to receive Severance Benefits if the
Executive's employment is terminated (i) for Cause, (ii) due to a voluntary
termination without Good Reason, or (iii) due to death or Disability.

3.2.     Qualifying Termination.  The occurrence of any one or more of the
----------------------
following events will trigger the payment of Severance Benefits to the Executive
under this Agreement:

(a)   An involuntary termination of the Executive's employment
by the Company for reasons other than Cause, Disability or death within
twenty-four (24) calendar months following the month in which a Change
in Control of the Company occurs;

(b)   A voluntary termination by the Executive for Good Reason
within twenty-four (24) calendar months following the month in which a
Change in Control of the Company occurs pursuant to a Notice of
Termination delivered to the Company by the Executive; or

(c)   The Company or any successor company breaches any of the
provisions of this Agreement.

3.3.     Description of Severance Benefits. In the event the Executive becomes
---------------------------------
entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2
herein, the Company will pay to the Executive (or in the event of the
Executive's death, the Executive's Beneficiary) and provide him with the
following:

(a)   An amount equal to three (3) times the highest rate of
the Executive's annualized Base Salary in effect at any time up to and
including the Effective Date of Termination (whether with the Company
or FMC).

Page 7

(b)   An amount equal to three (3) times the greater of (i)
the Executive's highest annualized target total Management Incentive
Award granted under the Company's or FMC's Incentive Compensation and
Stock Plan for any plan year up to and including the plan year in which
the Executive's Effective Date of Termination occurs (whether with the
Company or FMC), and (ii) the average of the actual total Management
Incentive Awards paid (or payable) to the Executive for the two plan
years immediately preceding the Effective Date of Termination (whether
with the Company or FMC), or for such lesser number of such plan years
for which the Executive was eligible to earn a Management Incentive
Award (from the Company or FMC), annualized for any year that the
Executive was not employed by the Company or FMC, as applicable, for
the entire plan year. For purposes of determining actual total
Management Incentive Awards under the preceding sentence, any amounts
the Executive deferred will be treated as if they had been paid to the
Executive, rather than deferred.

(c)   An amount equal to the Executive's unpaid Base Salary,
and unused and accrued vacation pay, earned or accrued through the
Effective Date of Termination.

(d)   An amount equal to the target total Management Incentive
Award established for the plan year in which the Executive's Effective
Date of Termination occurred, prorated through the Effective Date of
Termination.

(e)   A continuation of the Company's welfare benefits of
health care, life and accidental death and dismemberment, and
disability insurance coverage for three (3) full years after the
Effective Date of Termination. These benefits will be provided to the
Executive (and to the Executive's covered spouse and dependents) at the
same premium cost, and at the same coverage level, as in effect as of
the date of the Change in Control. The continuation of these welfare
benefits will be discontinued prior to the end of the three (3) year
period if the Executive has available substantially similar benefits at
a comparable cost from a subsequent employer, as determined by the
Committee. The date that welfare benefits cease to be provided under
this paragraph will be the date of the Executive's qualifying event for
continuation coverage purposes under Code Section 4980B(f)(3)(B).

Awards granted under the FMC Technologies, Inc. Incentive Compensation and Stock
Plan, and other incentive arrangements adopted by the Company will be treated
pursuant to the terms of the applicable plan.

The aggregate benefits accrued by the Executive as of the Effective Date of
Termination under the FMC Technologies, Inc. Salaried Employees' Retirement
Program, the FMC Technologies, Inc. Savings and Investment Plan, the FMC
Technologies, Inc. Salaried Employees' Equivalent Retirement Plan, the FMC
Technologies, Inc. Non-Qualified Savings and Investment Plan and other savings
and retirement plans sponsored by the Company will be distributed pursuant to
the terms of the applicable plan.

Page 8

For all purposes under the Company's nonqualified retirement plans (including,
but not limited to, benefit calculation and benefit commencement), it will be
assumed that the Executive's employment continued following the Effective Date
of Termination for three (3) full years (i.e., three (3) additional years of age
and service credits will be added); provided, however, that for purposes of
determining "final average pay" under such programs, the Executive's actual pay
history (whether with the Company or FMC) as of the Effective Date of
Termination will be used.

3.4.    Termination for Disability. If the Executive's employment is terminated
-------------------------- 
due to Disability, the Executive will receive the Executive's Base Salary
through the Effective Date of Termination, and the Executive's benefits will be
determined in accordance with the Company's disability, retirement, survivor's
benefits, insurance and other applicable plans and programs then in effect. If
the Executive's employment is terminated due to Disability, he will not be
entitled to the Severance Benefits described in Section 3.3.

3.5.    Termination upon Death. If the Executive's employment is terminated due
----------------------
to death, the Executive's benefits will be determined in accordance with the
Company's retirement, survivor's benefits, insurance and other applicable
programs of the Company then in effect. If the Executive's employment is
terminated due to death, neither the Executive nor the Executive's Beneficiary
will be entitled to the Severance Benefits described in Section 3.3.

3.6.    Termination for Cause, or Other Than for Good Reason or Retirement.
------------------------------------------------------------------
Following a Change in Control of the Company, if the Executive's employment is
terminated either: (a) by the Company for Cause; or (b) by the Executive (other
than for Retirement, Good Reason, or under circumstances giving rise to a
Qualifying Termination described in Section 3.2(c) herein), the Company will pay
the Executive an amount equal to the Executive's Base Salary and accrued
vacation through the Effective Date of Termination, at the rate then in effect,
plus all other amounts to which the Executive is entitled under any plans of the
Company, at the time such payments are due and the Company will have no further
obligations to the Executive under this Agreement.

3.7.    Notice of Termination. Any termination of employment by the Company or
---------------------
by the Executive for Good Reason will be communicated by a Notice of
Termination.

Article 4. Form and Timing of Severance Benefits

4.1.    Form and Timing of Severance Benefits. The Severance Benefits described
-------------------------------------
in Sections 3.3 (a), (b), (c) and (d) herein will be paid in cash to the
Executive (or the Executive's Beneficiary, if applicable) in a single lump sum
as soon as practicable following the Effective Date of Termination, but in no
event beyond thirty (30) days from such date.

4.2.    Withholding of Taxes. The Company will be entitled to withhold from any
--------------------
amounts payable under this Agreement all taxes as may be legally required
(including, 

Page 9

without limitation, any United States federal taxes and any other state, city,
or local taxes).

Article 5. Excise Tax Equalization Payment

5.1.    Excise Tax Equalization Payment. In the event that the Executive (or
-------------------------------
the Executive's Beneficiary, if applicable) becomes entitled to Severance
Benefits or any other payment or benefit under this Agreement, or under any
other agreement with or plan of the Company (in the aggregate, the "Total
Payments"), whether or not the Executive has terminated employment with the
Company, if all or any part of the Total Payments will be subject to the tax
imposed by Section 4999 of the Code (or any similar tax that may hereafter be
imposed), (the "Excise Tax") the Company will pay to the Executive in cash an
additional amount (the "Gross-Up Payment") such that the net amount retained by
the Executive after deduction of any Excise Tax upon the Total Payments and any
federal, state, and local income taxes, penalties, interest, and Excise Tax upon
the Gross-Up Payment provided for by this Section 5.1 (including FICA and FUTA),
will be equal to the Total Payments.

5.2.    Tax Computation. All determinations of whether any of the Total Payments
---------------
will be subject to the Excise Tax, the amounts of such Excise Tax, whether and
when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the
assumptions to be used in arriving at such determinations, shall be made by a
nationally recognized certified public accounting firm that does not serve as an
accountant or auditor for any individual, entity or group effecting the Change
in Control as designated by the Company (the "Accounting Firm"). The Accounting
Firm will provide detailed supporting calculations to the Company and the
Executive within fifteen (15) business days of the receipt of notice from the
Executive or the Company requesting a calculation hereunder. The Gross-Up
Payment will be made by the Company to the Executive as soon as practical
following the Accounting Firm's determination of the Gross-Up Payment, but in no
event beyond thirty (30) days from the Effective Date of Termination. All fees
and expenses of the Accounting Firm will be paid by the Company.

For purposes of determining the amount of the Gross-Up Payment, the Executive
will be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is to
be made, and state and local income taxes at the highest marginal rate of
taxation in the state and locality of the Executive's residence on the Effective
Date of Termination, net of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local taxes.

5.3.   Subsequent Recalculation. In the event the Internal Revenue Service
------------------------
adjusts the computations to be made pursuant to Section 5.2 herein, and as a
result of such adjustment the Gross-Up Payment made to the Executive is less
than the greatest Gross-Up Payment the Executive is entitled to receive, and the
Gross-Up Payment initially made to the Executive, plus a market rate of
interest, as determined by the Committee, for the period commencing on the date
the first Gross-Up Payment is made, and ending on the day immediately preceding
the date the subsequent Gross-Up Payment is made.

Page 10

Article 6. Establishment of Trust

As soon as practicable following the Effective Date hereof, the Company will
create a Trust (which will be a grantor trust within the meaning of Sections 
671-678 of the Code) for the benefit of the Executive and Beneficiaries, as
appropriate. The Trust will have a Trustee as selected by the Company, and will
have certain restrictions as to the Company's ability to amend the Trust or
cancel benefits provided thereunder. Any assets contained in the Trust will, at
all times, be specifically subject to the claims of the Company's general
creditors in the event of bankruptcy or insolvency; such terms to be
specifically defined within the provisions of the Trust, along with the required
procedure for notifying the Trustee of any bankruptcy or insolvency.

At any time following the Effective Date hereof, the Company may, but is not
obligated to, deposit assets in the Trust in an amount equal to or less than the
aggregate Severance Benefits which may become due to the Executive under
Sections 3.3 (a), (b), (c) and (d) and 5.1 of this Agreement.

As soon as practicable after the Company has knowledge that a Change in Control
is imminent, but no later than the day immediately preceding the date of the
Change in Control, the Company will deposit assets in such Trust in an amount
equal to the estimated aggregate Severance Benefits which may become due to the
Executive under Sections 3.3 (a), (b), (c) and (d), 5.1 and 8.1 of this
Agreement. Such deposited amounts will be reviewed and increased, if necessary,
every six (6) months following a Change in Control to reflect the Executive's
estimated aggregate Severance Benefits at such time.

Article 7. The Company's Payment Obligation

The Company's obligation to make the payments and the arrangements provided for
herein will be absolute and unconditional, and will not be affected by any
circumstances, including, without limitation, any offset, counterclaim,
recoupment, defense, or other right which the Company may have against the
Executive or anyone else. All amounts payable by the Company hereunder will be
paid without notice or demand. Each and every payment made hereunder by the
Company will be final, and the Company will not seek to recover all or any part
of such payment from the Executive or from whomsoever may be entitled thereto,
for any reasons whatsoever.

The Executive will not be obligated to seek other employment in mitigation of
the amounts payable or arrangements made under any provision of this Agreement,
and the obtaining of any such other employment will in no event effect any
reduction of the Company's obligations to make the payments and arrangements
required to be made under this Agreement, except to the extent provided in
Section 3.3(e) herein.

Page 11

Notwithstanding anything in this Agreement to the contrary, if Severance
Benefits are paid under this Agreement, no severance benefits under any program
of the Company, other than benefits described in this Agreement, will be paid to
the Executive.

Article 8. Fees and Expenses

To the extent permitted by law, the Company will pay as incurred (within ten
(10) days following receipt of an invoice from the Executive) all legal fees,
costs of litigation, prejudgment interest, and other expenses incurred in good
faith by the Executive as a result of the Company's refusal to provide the
Severance Benefits to which the Executive becomes entitled under this Agreement,
or as a result of the Company's contesting the validity, enforceability, or
interpretation of this Agreement, or as a result of any conflict (including,
without limitation, conflicts related to the calculations under Section 5
hereof) between the parties pertaining to this Agreement.

Article 9. Outplacement Assistance

Following a Qualifying Termination (as described in Section 3.2 herein), the
Executive will be reimbursed by the Company for the costs of all outplacement
services obtained by the Executive within the two (2) year period after the
Effective Date of Termination; provided, however, that the total reimbursement
for such outplacement services will be limited to an amount equal to fifteen
percent (15%) of the Executive's Base Salary as of the Effective Date of
Termination.

Article 10. Successors and Assignment

10.1. Successors to the Company. The Company will require any successor
-------------------------    
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
of all or substantially all of the business and/or assets of the Company or of
any division or subsidiary thereof to expressly assume and agree to perform the
Company's obligations under this Agreement in the same manner and to the same
extent that the Company would be required to perform them if no such succession
had taken place.

10.2. Assignment by the Executive. This Agreement will inure to the benefit
---------------------------
of and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If the Executive dies while any amount would still be payable to him
hereunder had he continued to live, all such amounts, unless otherwise provided
herein, will be paid in accordance with the terms of this Agreement to the
Executive's Beneficiary. If the Executive has not named a Beneficiary, then such
amounts will be paid to the Executive's devisee, legatee, or other designee, or
if there is no such designee, to the Executive's estate, and such designee, or
the Executive's estate will be treated as the Beneficiary hereunder.

Article 11. Miscellaneous

Page 12

11.1.  Employment Status. Except as may be provided under any other agreement
-----------------
between the Executive and the Company, the employment of the Executive by the
Company is "at will," and may be terminated by either the Executive or the
Company at any time, subject to applicable law.

11.2.  Beneficiaries. The Executive may designate one or more persons or
-------------
entities as the primary and/or contingent Beneficiaries of any Severance
Benefits, including, without limitation, payments under Section 5 hereof, owing
to the Executive under this Agreement. Such designation must be in the form of a
signed writing acceptable to the Committee. The Executive may make or change
such designations at any time.

11.3.  Severability. In the event any provision of this Agreement will be
------------  
held illegal or invalid for any reason, the illegality or invalidity will not
affect the remaining parts of the Agreement, and the Agreement will be construed
and enforced as if the illegal or invalid provision had not been included.
Further, the captions of this Agreement are not part of the provisions hereof
and will have no force and effect.

11.4.  Modification. No provision of this Agreement may be modified, waived, or
------------ 
discharged unless such modification, waiver, or discharge is agreed to in
writing and signed by the Executive and by an authorized member of the
Committee, or by the respective parties' legal representatives and successors.

11.5.  Applicable Law. To the extent not preempted by the laws of the United
--------------
States, the laws of the state of Illinois will be the controlling law in all
matters relating to this Agreement.

11.6   Indemnification. To the full extent permitted by law, the Company will,
---------------
both during and after the period of the Executive's employment, indemnify the
Executive (including by advancing him expenses) for any judgments, fines,
amounts paid in settlement and reasonable expenses, including any attorneys'
fees, incurred by the Executive in connection with the defense of any lawsuit or
other claim to which he is made a party by reason of being (or having been) an
officer, director or employee of the Company or any of its subsidiaries. The
Executive will be covered by director and officer liability insurance to the
maximum extent that that insurance covers any officer or director (or former
officer or director) of the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement on this __________
day of ___________________________, 2001.

FMC Technologies, Inc.                               Executive:

Page 13

By:      ____________________________                __________________________
____________________________
Its:     ____________________________

Attest:_____________________________

Page 14

Form II
FMC Technologies, Inc.
Executive Severance Agreement

THIS AGREEMENT is made and entered into as of the ____ day of
___________________, 2001, by and between FMC Technologies, Inc. (hereinafter
referred to as the "Company") and ______________________(hereinafter referred to
as the "Executive").

WHEREAS, the Board has approved the Company's entering into severance
agreements with certain key executives of the Company;

WHEREAS, the Executive is a key executive of the Company;

WHEREAS, should the possibility of a Change in Control of the Company
arise, the Board believes it is imperative that the Company and the Board should
be able to rely upon the Executive to continue in the Executive's position, and
that the Company should be able to receive and rely upon the Executive's advice,
if requested, as to the best interests of the Company and its shareholders
without concern that the Executive might be distracted by the personal
uncertainties and risks created by the possibility of a Change in Control;

WHEREAS, should the possibility of a Change in Control arise, in
addition to the Executive's regular duties, the Executive may be called upon to
assist in the assessment of such possible Change in Control, advise management
and the Board as to whether such Change in Control would be in the best
interests of the Company and its shareholders, and to take such other actions as
the Board might determine to be appropriate;

WHEREAS, the Executive has an existing executive severance agreement
with FMC, the terms of which are substantially similar to the terms of this
Agreement;

WHEREAS, the Executive acknowledges that neither the IPO nor the
Distribution will result in a change in control of FMC under the Executive's
existing executive severance agreement with FMC;

WHEREAS, the Executive agrees that the terms of this Agreement
completely replace and supersede the provisions of the prior executive severance
agreement with FMC;

WHEREAS, the Executive acknowledges that neither the IPO nor the
Distribution will result in a Change in Control; and

WHEREAS, the Executive and the Company desire that the terms of this
Agreement will completely replace and supersede the provisions set forth in the
Plan, 

setting forth the terms and provisions with respect to the Executive's
entitlement to payments and benefits following a Change in Control.

NOW THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of the Executive's advice and
counsel notwithstanding the possibility, threat, or occurrence of a Change in
Control of the Company, and to induce the Executive to remain in the employ of
the Company, and for other good and valuable consideration, the Company and the
Executive agree as follows:

Article 1. Establishment, Term, and Purpose

This Agreement completely replaces and supersedes the provisions of the prior
executive agreement the Executive had with FMC. The Executive agrees that no
benefits will be paid to the Executive by FMC or the Company under the terms of
such prior executive severance agreement.

This Agreement will commence on the Effective Date and will continue in effect
for a three (3) year term, until the third anniversary of the Effective Date.
Upon each anniversary of the Effective Date, the term of this Agreement will be
extended automatically for one (1) additional year, unless the Committee
delivers written notice six (6) months prior to such anniversary to the
Executive that this Agreement will not be extended. In such case, this Agreement
will terminate at the end of the term, or extended term, then in progress.

However, in the event a Change in Control occurs during the original or any
extended term, this Agreement will remain in effect for the longer of: (i)
twenty-four (24) months beyond the month in which such Change in Control
occurred; and (ii) until all obligations of the Company hereunder have been
fulfilled, and until all benefits required hereunder have been paid to the
Executive.

Article 2. Definitions

Whenever used in this Agreement, the following terms will have the meanings set
forth below and, when the meaning is intended, the initial letter of the word is
capitalized.

2.1.   Base Salary means the salary of record paid to an Executive as annual
-----------   
salary, excluding amounts received under incentive or other bonus plans, whether
or not deferred.

2.2.   Beneficiary means the persons or entities designated or deemed designated
-----------   
by the Executive pursuant to Section 11.2 herein.

2.3.   Board means the Board of Directors of the Company.
-----

2.4.   Cause means:
-----

Page 2

(a)  the Executive's Willful and continued failure to
substantially perform the Executive's employment duties in any material
respect (other than any such failure resulting from physical or mental
incapacity or occurring after issuance by the Executive of a Notice of
Termination for Good Reason), after a written demand for substantial
performance is delivered to the Executive that specifically identifies
the manner in which the Company believes the Executive has failed to
perform the Executive's duties, and after the Executive has failed to
resume substantial performance of the Executive's duties on a
continuous basis within thirty (30) calendar days of receiving such
demand;

(b)  the Executive's Willfully engaging in conduct (other than
conduct covered under (a) above) which is demonstrably and materially
injurious to the Company or an Affiliate; or

(c)  the Executive's having been convicted of, or pleading
guilty or nolo contendere to, a felony under federal or state law on or
prior to a Change in Control.

2.5.     Change in Control means the happening of any of the following events:
-----------------

(a)  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 2.5;

(b)  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 Board;
provided, however, for purposes of this Section 2.5, 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

Page 3

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 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

(d)  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, as determined under the change in control provisions of FMC's
executive severance plan, if at the time of its change in control, FMC owns more
than fifty percent (50%) of the Outstanding Company Common Stock.
Notwithstanding the foregoing, neither the IPO, nor the Distribution will be
treated as a Change in Control of the Company.

2.6.     Code means the Internal Revenue Code of 1986, as amended from time to
----
time, and any successor thereto.

2.7.     Committee means the Compensation and Organization Committee of the
---------
Board or any other committee of the Board appointed to perform the functions of
the Compensation and Organization Committee.

Page 4

2.8.     Company means FMC Technologies, Inc., a Delaware corporation, or any
-------         
successor thereto as provided in Article 10 herein.

2.9.     Disability means complete and permanent inability by reason of illness
----------
or accident to perform the duties of the occupation at which the Executive was
employed when such disability commenced.

2.10.    Distribution means FMC's distribution of its interest in the Company.
------------

2.11.    Effective Date means the date of this Agreement set forth above.
--------------

2.12.    Effective Date of Termination means the date on which a Qualifying
-----------------------------
Termination occurs which triggers the payment of Severance Benefits hereunder.

2.13.    Exchange Act means the Securities Exchange Act of 1934, as amended
------------
from time to time, and any successor thereto.

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

2.15.    Good Reason means, without the Executive's express written consent, the
-----------   
occurrence of any one or more of the following:

(a)  The assignment of the Executive to duties materially
inconsistent with the Executive's authorities, duties,
responsibilities, and status (including, without limitation, offices,
titles and reporting requirements) as an employee of the Company
(including, without limitation, any material change in duties or status
as a result of the stock of the Company ceasing to be publicly traded
or of the Company becoming a subsidiary of another entity), or a
reduction or alteration in the nature or status of the Executive's
authorities, duties, or responsibilities from the greatest of (i) those
in effect on the Effective Date; (ii) those in effect during the fiscal
year immediately preceding the year of the Change in Control (whether
with the Company or with FMC); and (iii) those in effect immediately
preceding the Change in Control;

(b)  The Company's requiring the Executive to be based at a
location which is at least fifty (50) miles further from the
Executive's then current primary residence than is such residence from
the office where the Executive is located at the time of the Change in
Control, except for required travel on the Company's business to an
extent substantially consistent with the Executive's business
obligations as of the Effective Date or as the same may be changed from
time to time prior to a Change in Control;

(c)  A reduction by the Company in the Executive's Base Salary
as in effect on the Effective Date or as the same may be increased from
time to time;

Page 5

(d)  A material reduction in the Executive's level of
participation in any of the Company's short- and/or long-term incentive
compensation plans, or employee benefit or retirement plans, policies,
practices, or arrangements in which the Executive participates from the
greatest of the levels in place: (i) on the Effective Date; (ii) during
the fiscal year immediately preceding the fiscal year of the Change in
Control (whether with the Company or with FMC); and (iii) on the date
immediately preceding the date of the Change in Control;

(e)  The failure of the Company to obtain a satisfactory
agreement from any successor to the Company to assume and agree to
perform this Agreement, as contemplated in Article 10 herein; or

(f)  Any termination of Executive's employment by the Company
that is not effected pursuant to a Notice of Termination.

The existence of Good Reason will not be affected by the Executive's temporary
incapacity due to physical or mental illness not constituting a Disability. The
Executive's continued employment will not constitute a waiver of the Executive's
rights with respect to any circumstance constituting Good Reason.

2.16.    IPO means the initial registered public offering by the Company of
---
shares of common stock of the Company.

2.17.    Notice of Termination means a written notice which indicates the
---------------------
specific termination provision in this Agreement relied upon, and sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.

2.18.    Person has the meaning ascribed to such term in Section 3(a)(9) of the
------
Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group"
as provided in Section 13(d).

2.19.    Qualifying Termination means any of the events described in Section
---------------------- 
3.2 herein, the occurrence of which triggers the payment of Severance Benefits
hereunder.

2.20.    Retirement  means the Executive's voluntary termination of employment 
----------
in a manner that qualifies the Executive to receive immediately payable
retirement benefits from the FMC Technologies, Inc. Salaried Employees'
Retirement Program.

2.21.    Severance Benefits means the payment of severance compensation as 
------------------
provided in Section 3.3 herein.

2.22.    Trust means the Company grantor trust to be created pursuant to 
-----
Article 6 of this Agreement.

2.23.    Willful means any act or omission by the Executive that was in good
-------
faith and without a reasonable belief that the action or omission was in the
best interests of the 

Page 6

Company or its affiliates. Any act or omission based upon authority given
pursuant to a duly adopted Board resolution, or, upon the instructions of any
senior officer of the Company, or based upon the advice of counsel for the
Company will be conclusively presumed to be taken or omitted by the Executive in
good faith and in the best interests of the Company and/or its affiliates.

Article 3. Severance Benefits

3.1. Right to Severance Benefits. The Executive will be entitled to receive from
---------------------------
the Company Severance Benefits, as described in Section 3.3 herein, if there has
been a Change in Control of the Company and if, within twenty-four (24) calendar
months following the Change in Control, a Qualifying Termination of the
Executive has occurred.

The Executive will not be entitled to receive Severance Benefits if the
Executive's employment is terminated (i) for Cause, (ii) due to a voluntary
termination without Good Reason other than during the thirteenth (13th) calendar
month following the month in which a Change in Control occurred, or (iii) due to
death or Disability after the thirteenth (13th) calendar month following the
month in which a Change in Control occurs.

3.2. Qualifying Termination. The occurrence of any one or more of the following
----------------------
events will trigger the payment of Severance Benefits to the Executive under
this Agreement:

(a)  An involuntary termination of the Executive's employment by the
Company for reasons other than Cause, Disability or death within twenty-
four (24) calendar months following the month in which a Change in Control
of the Company occurs;

(b)  A voluntary termination by the Executive for Good Reason within
twenty-four (24) calendar months following the month in which a Change in
Control of the Company occurs pursuant to a Notice of Termination delivered
to the Company by the Executive;

(c)  A voluntary termination by the Executive within the thirteenth
(13th) calendar month following the month in which a Change in Control
occurs pursuant to a Notice of Termination delivered to the Company by the
Executive;

(d)  The Executive's termination of employment due to Retirement,
Disability or death at any time following a Change in Control and prior to
the thirteenth (13th) calendar month following the month in which the
Change in Control occurs; or

(e)  The Company or any successor company breaches any of the
provisions of this Agreement.

Page 7

3.3. Description of Severance Benefits. In the event the Executive becomes
--------------------------------- 
entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2
herein, the Company will pay to the Executive (or in the event of the
Executive's death, the Executive's Beneficiary) and provide him with the
following:

(a)  An amount equal to three (3) times the highest rate of the
Executive's annualized Base Salary in effect at any time up to and
including the Effective Date of Termination (whether with the Company or
FMC).

(b)  An amount equal to three (3) times the greater of (i) the
Executive's highest annualized target total Management Incentive Award
granted under the Company's or FMC's Incentive Compensation and Stock Plan
for any plan year up to and including the plan year in which the
Executive's Effective Date of Termination occurs (whether with the Company
or FMC), and (ii) the average of the actual total Management Incentive
Awards paid (or payable) to the Executive for the two plan years
immediately preceding the Effective Date of Termination (whether with the
Company or FMC), or for such lesser number of such plan years for which the
Executive was eligible to earn a Management Incentive Award (from the
Company or FMC), annualized for any year that the Executive was not
employed by the Company or FMC, as applicable, for the entire plan year.
For purposes of determining actual total Management Incentive Awards under
the preceding sentence, any amounts the Executive deferred will be treated
as if they had been paid to the Executive, rather than deferred.

(c)  An amount equal to the Executive's unpaid Base Salary, and unused
and accrued vacation pay, earned or accrued through the Effective Date of
Termination.

(d)  An amount equal to the target total Management Incentive Award
established for the plan year in which the Executive's Effective Date of
Termination occurred, prorated through the Effective Date of Termination.

(e)  A continuation of the Company's welfare benefits of health care,
life and accidental death and dismemberment, and disability insurance
coverage for three (3) full years after the Effective Date of Termination.
These benefits will be provided to the Executive (and to the Executive's
covered spouse and dependents) at the same premium cost, and at the same
coverage level, as in effect as of the date of the Change in Control. The
continuation of these welfare benefits will be discontinued prior to the
end of the three (3) year period if the Executive has available
substantially similar benefits at a comparable cost from a subsequent
employer, as determined by the Committee. The date that welfare benefits
cease to be provided under this paragraph will be the date of the
Executive's qualifying event for continuation coverage purposes under Code
Section 4980B(f)(3)(B).

Page 8

Awards granted under the FMC Technologies, Inc. Incentive Compensation and Stock
Plan, and other incentive arrangements adopted by the Company will be treated
pursuant to the terms of the applicable plan.

The aggregate benefits accrued by the Executive as of the Effective Date of
Termination under the FMC Technologies, Inc. Salaried Employees' Retirement
Program, the FMC Technologies, Inc. Savings and Investment Plan, the FMC
Technologies, Inc. Salaried Employees' Equivalent Retirement Plan, the FMC
Technologies, Inc. Non-Qualified Savings and Investment Plan and other savings
and retirement plans sponsored by the Company will be distributed pursuant to
the terms of the applicable plan.

For all purposes under the Company's nonqualified retirement plans (including,
but not limited to, benefit calculation and benefit commencement), it will be
assumed that the Executive's employment continued following the Effective Date
of Termination for three (3) full years (i.e., three (3) additional years of age
and service credits will be added); provided, however, that for purposes of
determining "final average pay" under such programs, the Executive's actual pay
history (whether with the Company or FMC) as of the Effective Date of
Termination will be used.

3.4. Termination for Disability. If the Executive's employment is terminated due
--------------------------
to Disability, the Executive will receive the Executive's Base Salary through
the Effective Date of Termination; the Executive's benefits will be determined
in accordance with the Company's disability, retirement, survivor's benefits,
insurance and other applicable plans and programs then in effect; and, if such
termination occurs after a Change in Control and prior to the thirteenth (13th)
calendar month following the month in which the Change in Control occurs, the
Executive will receive the Severance Benefits described in Section 3.3. If the
Executive's employment is terminated due to Disability after the thirteenth
(13th) calendar month following the month in which a Change in Control occurs,
he will not be entitled to the Severance Benefits described in Section 3.3.

3.5. Termination upon Death. If the Executive's employment is terminated due to
----------------------
death, the Executive's benefits will be determined in accordance with the
Company's retirement, survivor's benefits, insurance and other applicable
programs of the Company then in effect; and, if such termination occurs after a
Change in Control and prior to the thirteenth (13th) calendar month following
the month in which the Change in Control occurs, Executive will receive the
Severance Benefits described in Section 3.3. If the Executive's employment is
terminated due to death after the thirteenth (13th) calendar month following the
month in which a Change in Control occurs, neither the Executive nor the
Executive's Beneficiary will be entitled to the Severance Benefits described in
Section 3.3.

3.6. Termination for Cause, or Other Than for Good Reason or Retirement.
------------------------------------------------------------------
Following a Change in Control of the Company, if the Executive's employment is
terminated either: (a) by the Company for Cause; or (b) by the Executive (other
than for Retirement, Good Reason, or under circumstances giving rise to a
Qualifying Termination described in Section 3.2(c) herein), the Company will pay
the Executive an

Page 9

amount equal to the Executive's Base Salary and accrued vacation through the
Effective Date of Termination, at the rate then in effect, plus all other
amounts to which the Executive is entitled under any plans of the Company, at
the time such payments are due and the Company will have no further obligations
to the Executive under this Agreement.

3.7. Notice of Termination. Any termination of employment by the Company or by
--------------------- 
the Executive for Good Reason or during the thirteenth (13th) calendar month
following the month in which a Change in Control occurs will be communicated by
a Notice of Termination.

Article 4. Form and Timing of Severance Benefits

4.1. Form and Timing of Severance Benefits. The Severance Benefits described in
-------------------------------------
Sections 3.3 (a), (b), (c) and (d) herein will be paid in cash to the Executive
(or the Executive's Beneficiary, if applicable) in a single lump sum as soon as
practicable following the Effective Date of Termination, but in no event beyond
thirty (30) days from such date.

4.2. Withholding of Taxes. The Company will be entitled to withhold from any
--------------------
amounts payable under this Agreement all taxes as may be legally required
(including, without limitation, any United States federal taxes and any other
state, city, or local taxes).

Article 5. Excise Tax Equalization Payment

5.1. Excise Tax Equalization Payment. In the event that the Executive (or the
-------------------------------
Executive's Beneficiary, if applicable) becomes entitled to Severance Benefits
or any other payment or benefit under this Agreement, or under any other
agreement with or plan of the Company (in the aggregate, the "Total Payments"),
whether or not the Executive has terminated employment with the Company, if all
or any part of the Total Payments will be subject to the tax imposed by Section
4999 of the Code (or any similar tax that may hereafter be imposed), (the
"Excise Tax") the Company will pay to the Executive in cash an additional amount
(the "Gross-Up Payment") such that the net amount retained by the Executive
after deduction of any Excise Tax upon the Total Payments and any federal,
state, and local income taxes, penalties, interest, and Excise Tax upon the
Gross-Up Payment provided for by this Section 5.1 (including FICA and FUTA),
will be equal to the Total Payments.

5.2. Tax Computation. All determinations of whether any of the Total Payments
---------------
will be subject to the Excise Tax, the amounts of such Excise Tax, whether and
when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the
assumptions to be used in arriving at such determinations, shall be made by a
nationally recognized certified public accounting firm that does not serve as an
accountant or auditor for any individual, entity or group effecting the Change
in Control as designated by the Company (the "Accounting Firm"). The Accounting
Firm will provide detailed

Page 10

supporting calculations to the Company and the Executive within fifteen (15)
business days of the receipt of notice from the Executive or the Company
requesting a calculation hereunder. The Gross-Up Payment will be made by the
Company to the Executive as soon as practical following the Accounting Firm's
determination of the Gross-Up Payment, but in no event beyond thirty (30) days
from the Effective Date of Termination. All fees and expenses of the Accounting
Firm will be paid by the Company.

For purposes of determining the amount of the Gross-Up Payment, the Executive
will be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is to
be made, and state and local income taxes at the highest marginal rate of
taxation in the state and locality of the Executive's residence on the Effective
Date of Termination, net of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local taxes.

5.3. Subsequent Recalculation. In the event the Internal Revenue Service adjusts
------------------------
the computations to be made pursuant to Section 5.2 herein, and as a result of
such adjustment the Gross-Up Payment made to the Executive is less than the
greatest Gross-Up Payment that the Executive is entitled to receive under
Section 5.2, the Company will pay to the Executive an amount equal to the
difference between the greatest Gross-Up Payment the Executive is entitled to
receive, and the Gross-Up Payment initially made to the Executive, plus a market
rate of interest, as determined by the Committee, for the period commencing on
the date the first Gross-Up Payment is made, and ending on the day immediately
preceding the date the subsequent Gross-Up Payment is made.

Article 6. Establishment of Trust

As soon as practicable following the Effective Date hereof, the Company will
create a Trust (which will be a grantor trust within the meaning of Sections
671-678 of the Code) for the benefit of the Executive and Beneficiaries, as
appropriate. The Trust will have a Trustee as selected by the Company, and will
have certain restrictions as to the Company's ability to amend the Trust or
cancel benefits provided thereunder. Any assets contained in the Trust will, at
all times, be specifically subject to the claims of the Company's general
creditors in the event of bankruptcy or insolvency; such terms to be
specifically defined within the provisions of the Trust, along with the required
procedure for notifying the Trustee of any bankruptcy or insolvency.

At any time following the Effective Date hereof, the Company may, but is not
obligated to, deposit assets in the Trust in an amount equal to or less than the
aggregate Severance Benefits which may become due to the Executive under
Sections 3.3 (a), (b), (c) and (d) and 5.1 of this Agreement.

As soon as practicable after the Company has knowledge that a Change in Control
is imminent, but no later than the day immediately preceding the date of the
Change in Control, the Company will deposit assets in such Trust in an amount
equal to the

Page 11

estimated aggregate Severance Benefits which may become due to the Executive
under Sections 3.3 (a), (b), (c) and (d), 5.1 and 8.1 of this Agreement. Such
deposited amounts will be reviewed and increased, if necessary, every six (6)
months following a Change in Control to reflect the Executive's estimated
aggregate Severance Benefits at such time.

Article 7. The Company's Payment Obligation

The Company's obligation to make the payments and the arrangements provided for
herein will be absolute and unconditional, and will not be affected by any
circumstances, including, without limitation, any offset, counterclaim,
recoupment, defense, or other right which the Company may have against the
Executive or anyone else. All amounts payable by the Company hereunder will be
paid without notice or demand. Each and every payment made hereunder by the
Company will be final, and the Company will not seek to recover all or any part
of such payment from the Executive or from whomsoever may be entitled thereto,
for any reasons whatsoever.

The Executive will not be obligated to seek other employment in mitigation of
the amounts payable or arrangements made under any provision of this Agreement,
and the obtaining of any such other employment will in no event effect any
reduction of the Company's obligations to make the payments and arrangements
required to be made under this Agreement, except to the extent provided in
Section 3.3(e) herein.

Notwithstanding anything in this Agreement to the contrary, if Severance
Benefits are paid under this Agreement, no severance benefits under any program
of the Company, other than benefits described in this Agreement, will be paid to
the Executive.

Article 8. Fees and Expenses

To the extent permitted by law, the Company will pay as incurred (within ten
(10) days following receipt of an invoice from the Executive) all legal fees,
costs of litigation, prejudgment interest, and other expenses incurred in good
faith by the Executive as a result of the Company's refusal to provide the
Severance Benefits to which the Executive becomes entitled under this Agreement,
or as a result of the Company's contesting the validity, enforceability, or
interpretation of this Agreement, or as a result of any conflict (including,
without limitation, conflicts related to the calculations under Section 5
hereof) between the parties pertaining to this Agreement.

Article 9. Outplacement Assistance

Following a Qualifying Termination, other than a voluntary termination by the
Executive during the thirteenth (13th) calendar month following the month in
which a Change in Control occurs (as described in Section 3.2 herein), the
Executive will be reimbursed by the Company for the costs of all outplacement
services obtained by the Executive within the two (2) year period after the
Effective Date of Termination; provided, however, that the total reimbursement
for such outplacement services will be

Page 12

limited to an amount equal to fifteen percent (15%) of the Executive's Base
Salary as of the Effective Date of Termination.

Article 10. Successors and Assignment

10.1.  Successors to the Company. The Company will require any successor
-------------------------
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
of all or substantially all of the business and/or assets of the Company or of
any division or subsidiary thereof to expressly assume and agree to perform the
Company's obligations under this Agreement in the same manner and to the same
extent that the Company would be required to perform them if no such succession
had taken place.

10.2.  Assignment by the Executive. This Agreement will inure to the benefit of
---------------------------
and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If the Executive dies while any amount would still be payable to him
hereunder had he continued to live, all such amounts, unless otherwise provided
herein, will be paid in accordance with the terms of this Agreement to the
Executive's Beneficiary. If the Executive has not named a Beneficiary, then such
amounts will be paid to the Executive's devisee, legatee, or other designee, or
if there is no such designee, to the Executive's estate, and such designee, or
the Executive's estate will be treated as the Beneficiary hereunder.

Article 11. Miscellaneous

11.1.  Employment Status. Except as may be provided under any other agreement
-----------------
between the Executive and the Company, the employment of the Executive by the
Company is "at will," and may be terminated by either the Executive or the
Company at any time, subject to applicable law.

11.2.  Beneficiaries. The Executive may designate one or more persons or
-------------
entities as the primary and/or contingent Beneficiaries of any Severance
Benefits, including, without limitation, payments under Section 5 hereof, owing
to the Executive under this Agreement. Such designation must be in the form of a
signed writing acceptable to the Committee. The Executive may make or change
such designations at any time.

11.3.  Severability. In the event any provision of this Agreement will be held
------------------
illegal or invalid for any reason, the illegality or invalidity will not affect
the remaining parts of the Agreement, and the Agreement will be construed and
enforced as if the illegal or invalid provision had not been included. Further,
the captions of this Agreement are not part of the provisions hereof and will
have no force and effect.

11.4.  Modification. No provision of this Agreement may be modified, waived, or
-------------
discharged unless such modification, waiver, or discharge is agreed to in
writing and signed by the Executive and by an authorized member of the
Committee, or by the respective parties' legal representatives and successors.

Page 13

11.5.  Applicable Law. To the extent not preempted by the laws of the United
-------------- 
States, the laws of t he state of Illinois will be the controlling law in all
matters relating to this Agreement.

11.6   Indemnification. To the full extent permitted by law, the Company will,
---------------
both during and after the period of the Executive's employment, indemnify the
Executive (including by advancing him expenses) for any judgments, fines,
amounts paid in settlement and reasonable expenses, including any attorneys'
fees, incurred by the Executive in connection with the defense of any lawsuit or
other claim to which he is made a party by reason of being (or having been) an
officer, director or employee of the Company or any of its subsidiaries. The
Executive will be covered by director and officer liability insurance to the
maximum extent that that insurance covers any officer or director (or former
officer or director) of the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement on this ________
day of ________________________________, 2001.

FMC Technologies, Inc.                      Executive:

By:      ___________________________        ____________________________
___________________________
Its:     ___________________________

Attest:  ___________________________

Page 14