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

FORM 10-Q

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

For the quarterly period ended June 30, 2001
or
( ) Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the transition period from-------- to---------

Commission File Number 1-16489

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

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

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

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes         No  X
-----       -----
Indicate the number of shares outstanding of each of the
Issuer's classes of common stock, as of the latest
practicable date.

Class                          Outstanding at June 30, 2001
---------------------------------------  ---------------------------------

Common Stock, par value $0.01 per share             65,000,000

PAGE 2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
----------------------------
FMC Technologies, Inc. and Consolidated Subsidiaries
----------------------------------------------------
Consolidated and Combined Statements of Income (Unaudited)
----------------------------------------------------------
(In millions, except per share data)

Three Months         Six Months
Ended June 30        Ended June 30
--------------      --------------   
2001    2000        2001    2000
------  ------      ------  ------

Revenue                                  $478.1  $495.4      $907.5  $937.3

Costs and expenses:
Cost of sales or services            368.5   368.7       702.3   708.7
Selling, general and
administrative expense               71.6    77.1       144.4   151.8
Research and development expense      16.1    14.6        29.2    28.9
Asset impairments (Note 8)               -     1.5         1.3     1.5
Restructuring and other
charges (Note 8)                       -     9.8         9.2     9.8
------  ------      ------  ------

Total costs and expenses             456.2   471.7       886.4   900.7
------  ------      ------  ------

Income before interest income,
interest expense, income taxes,
and the cumulative effect of a
change in accounting principle           21.9    23.7        21.1    36.6

Minority interests                          0.5    (0.1)        0.6    (0.1)
Interest income                             0.9     0.1         1.4     1.2
Interest expense                            2.7     0.8         4.3     1.8
------  ------      ------  ------

Income before income taxes and
the cumulative effect of a change
in accounting principle                  19.6    23.1        17.6    36.1
Provision for income taxes                  9.4     4.8        11.0     8.2
------  ------      ------  ------

Income before the cumulative effect
of a change in accounting
principle                               10.2    18.3         6.6    27.9
Cumulative effect of a change in
accounting principle, net of
income taxes (Note 5)                      -       -        (4.7)      -
------  ------      ------  ------
Net income                               $ 10.2  $ 18.3      $  1.9  $ 27.9
======  ======      ======  ======

(continued)

PAGE 3

FMC Technologies, Inc. and Consolidated Subsidiaries
----------------------------------------------------
Consolidated and Combined Statements of Income (Unaudited)(Continued)
---------------------------------------------------------------------
(In millions, except per share data)

Three Months                         Six Months
Ended June 30                      Ended June 30
---------------------------------  ----------------------------------
2001               2000            2001                2000
----               ----            ----                ----

Pro forma basic earnings per
common share:
Income before cumulative
effect of a change in
accounting principle                   $0.16                              $ 0.10
Cumulative effect of a
change in accounting
principle                                  -                               (0.07)
-----                              ------

Pro forma net earnings per
common share                             $0.16                              $ 0.03
=====                              ======

Average number of shares
used in pro forma basic
earnings per share
computations                              65.0                                65.0
=====                              ======

Pro forma diluted earnings
per common share:
Income before cumulative
effect of a change in
accounting principle                   $0.15                              $ 0.10
Cumulative effect of a
change in accounting
principle                                  -                               (0.07)
-----                              ------

Pro forma net earnings per
common share                             $0.15                              $ 0.03
=====                              ======

Average number of shares
used in pro forma diluted
earnings per share
computations                              66.2                                65.7
=====                              ======

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

PAGE 4

FMC Technologies, Inc. and Consolidated Subsidiaries
----------------------------------------------------
Consolidated and Combined Balance Sheets
----------------------------------------
(In millions, except share and per share data)

June 30
2001      December 31
Assets:                                                (Unaudited)       2000
----------      --------
Current assets:
Cash and cash equivalents                           $   11.5      $   17.8
Trade receivables, net of allowances
of $7.6 in 2001 and $7.2 in 2000                     355.6         328.9
Inventories                                            277.8         254.8
Other current assets                                    89.1          62.0
Deferred income taxes                                   26.6          29.8
--------      --------
Total current assets                                      760.6         693.3

Investments                                                  26.6          29.9
Property, plant and equipment, net (Note 6)                 254.5         257.3
Goodwill and intangible assets                              350.7         373.1
Other assets                                                 15.7          12.0
Deferred income taxes                                           -           8.1
--------      --------
Total assets                                             $1,408.1      $1,373.7
========      ========

Liabilities and stockholders' equity:
Current liabilities:
Short-term debt (Note 10)                           $   82.7      $   41.1
Accounts payable, trade and other                      340.2         328.3
Accrued and other current liabilities                  182.5         153.2
Payable to FMC Corporation                              52.2             -
Current portion of accrued pension and
other postretirement benefits                          4.7          13.2
Income taxes payable to FMC Corporation                 36.8          34.0
--------      --------
Total current liabilities                                 699.1         569.8

Long-term debt (Note 10)                                    180.7             -
Accrued pension and other postretirement
benefits, less current portion                             61.5          59.2
Reserves for discontinued operations                         27.7          30.6
Deferred income taxes                                         2.4             -
Other liabilities                                            71.8          75.9
Minority interests in consolidated companies                  3.1           0.5
Stockholders' equity:
Preferred stock, $0.01 par value, authorized
12,000,000 shares; no shares issued in
2001 or 2000                                             -             -
Common stock, $0.01 par value, 195,000,000 and
1,000 shares authorized in 2001 and 2000;
65,000,000 and 1,000 shares issued
and outstanding in 2001 and 2000 (Note 12)             0.7             -
Capital in excess of par value of common stock         504.9             -
Owner's net investment                                     -         752.0
Retained earnings                                        9.5             -
Accumulated other comprehensive loss                  (153.3)       (114.4)
--------      --------
Total stockholders' equity                               361.8         637.6
--------      --------
Total liabilities and stockholders' equity               $1,408.1      $1,373.7
========      ========

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

PAGE 5

FMC Technologies, Inc. and Consolidated Subsidiaries
----------------------------------------------------
Consolidated and Combined Statements of Cash Flows (Unaudited)
--------------------------------------------------------------
(In millions)

Six Months
Ended June 30
----------------
2001     2000
------   ------

Cash provided (required) by operating activities
of continuing operations:

Income before the cumulative effect of a
change in accounting principle                         $  6.6   $ 27.9

Adjustments to reconcile income before the
cumulative effect of a change in accounting
principle to cash provided (required) by operating
activities of continuing operations:
Depreciation and amortization                         30.9     29.3
Asset impairments (Note 8)                             1.3      1.5
Restructuring and other charges (Note 8)               9.2      9.8
Settlement of derivative contracts                    (3.8)       -
Deferred income taxes                                 13.7     (0.1)
Other                                                  4.4      5.3
Changes in operating assets and liabilities:
Trade receivables                                      9.0    (26.4)
Net sale (repurchase) of securitized receivables     (38.0)     0.2
Inventories                                          (30.6)    19.3
Other current assets and other assets                (23.2)   (14.8)
Accounts payable, accrued and other
current liabilities and other liabilities             6.4    (62.4)
Income taxes payable                                   3.3     12.1
Restructuring reserve                                 (7.4)     9.0
Accrued pension and other
postretirement benefits, net                         (9.1)    (2.4)
------   ------
Cash provided (required) by operating activities
of continuing operations                               $(27.3)  $  8.3
------   ------

(continued)

PAGE 6

FMC Technologies, Inc. and Consolidated Subsidiaries
----------------------------------------------------
Consolidated and Combined Statements of Cash Flows (Unaudited)(Continued)
-------------------------------------------------------------------------
(In millions)

Six Months
Ended June 30
--------------------
2001         2000
-------       ------

Cash provided (required) by operating activities
of continuing operations                                          $ (27.3)      $  8.3
-------       ------

Cash required by discontinued operations                               (2.9)        (2.5)
-------       ------

Cash provided (required) by investing
activities:
Acquisitions of businesses                                        (2.6)       (45.4)
Capital expenditures                                             (27.6)       (18.9)
Proceeds from disposal of property,
plant and equipment and sale-leasebacks                          6.6         21.4
Decrease in investments                                           12.3         17.4
-------       ------

Cash required by investing activities                                 (11.3)       (25.5)
-------       ------

Cash provided (required) by financing activities:
Net increase (decrease) in short-term debt                        41.6         (1.6)
Proceeds from issuance of long-term debt (Note 2)                250.0            -
Repayments of long-term debt                                     (69.3)           -
Issuances of common stock (Note 2)                               207.2            -
Net contributions from FMC Corporation (Note 3)                   86.3          7.6
Payments to FMC Corporation (Note 2)                            (480.1)           -
-------       ------

Cash provided by financing activities                                  35.7          6.0
-------       ------

Effect of exchange rate changes on cash
and cash equivalents                                                  (0.5)         1.9
-------       ------

Decrease in cash and cash equivalents                                  (6.3)       (11.8)

Cash and cash equivalents, beginning of period                         17.8         40.1
-------       ------
Cash and cash equivalents, end of period                            $  11.5       $ 28.3
=======       ======

Supplemental disclosure of cash flow information:

Cash paid for interest was $5.8 million and 2.4 million, and net cash paid
(refunded) for income taxes was $3.5 million and $(3.2) million for the six-
month periods ended June 30, 2001 and 2000, respectively.

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

PAGE 7

FMC Technologies, Inc. and Consolidated Subsidiaries
----------------------------------------------------
Consolidated and Combined Statements of Changes in Stockholders' Equity  
-----------------------------------------------------------------------
(Unaudited)

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

Balance at December 31,     
1999                          $  -        $    -       $  -          $ 802.0        $ (79.8)         
Net income                        -             -          -              9.6              -          $  9.6
Foreign currency            
translation                
adjustment                       -             -          -                -           (8.0)           (8.0)
Contribution from           
owner (Note 3)                   -             -          -             30.0              -               -
----        ------       ----          -------        -------          ------
$  1.6
======

Balance at March 31,        
2000                             -             -          -            841.6          (87.8)               
Net income                        -             -          -             18.3              -          $ 18.3
Foreign currency            
translation                
adjustment                       -             -          -                -          (10.5)          (10.5)
Distribution to owner       
(Note 3)                         -             -          -            (22.4)             -               -
----        ------       ----          -------        -------          ------
$ (7.8)
Balance at June 30,                                                                                   ======
2000                          $  -       $     -       $  -          $ 837.5        $ (98.3) 
====       =======       ====          =======        =======          

Balance at December 31,     
2000                          $  -       $     -       $  -          $ 752.0        $(114.4)
Net loss                          -             -          -             (8.3)             -          $ (8.3)
Foreign currency            
translation                
adjustment                       -             -          -                -           (9.9)           (9.9)
Contribution from           
owner (Note 3)                   -             -          -             35.5              -               -
Net deferral of             
hedging                    
losses                           -             -          -                -           (1.3)           (1.3)
Cumulative effect of a      
change in accounting       
principle (Note 5)               -             -          -                -           (1.3)           (1.3)
----        ------       ----          -------        -------          ------
$(20.8)
======
Balance at March 31,        
2001                             -             -          -            779.2         (126.9)         

Net income (Note 3)               -             -        9.5              0.7                         $ 10.2
Issuance of common          
stock to FMC               
Corporation                
(Note 12)                      0.6         297.8          -           (298.4)             -               -
Sale of common stock        
to public (Note 2)             0.1         207.1          -                -              -               -
Return of capital to        
FMC Corporation            
(Note 2)                         -             -          -           (488.1)             -               -
Accrual of additional       
payment to FMC             
Corporation                
(Note 2)                         -             -          -            (35.7)             -               -
Foreign currency            
translation                
adjustment                       -             -          -                -          (23.6)          (23.6)
Contribution from           
owner (Note 3)                   -             -          -             42.3              -               -
Net deferral of             
hedging losses                   -             -          -                -           (2.8)           (2.8)
----        ------       ----          -------        -------          ------
$(16.2)
======
Balance at June 30,         
2001                         $0.7        $504.9       $9.5          $     -        $(153.3)
====        ======       ====          =======        =======          

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

PAGE 8

FMC Technologies, Inc. and Consolidated Subsidiaries
----------------------------------------------------
Notes to Consolidated and Combined Financial Statements (Unaudited)
-------------------------------------------------------------------

Note 1:  Nature of Organization and Business
--------------------------------------------
On October 31, 2000, FMC Corporation (FMC) announced its intention to reorganize
its Energy Production Systems, Energy Processing Systems, FoodTech and Airport
Systems businesses as a new company, FMC Technologies, Inc. (FMC Technologies or
the Company), and to sell up to 19.9% of FMC Technologies' common stock by means
of an initial public offering (the offering). On June 14, 2001, FMC Technologies
completed an initial public offering of 17.0% of FMC Technologies' common stock.
FMC Corporation further advised FMC Technologies that it plans to distribute its
remaining holdings in FMC Technologies in a tax-free transaction by the end of
calendar year 2001.

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

Note 2:  Formation Transactions
--------------------------------
Through May 31, 2001, FMC Corporation operated the businesses of FMC
Technologies as internal units of FMC Corporation through various divisions and
subsidiaries, or through investments in unconsolidated affiliates.  On June 1,
2001, FMC Corporation contributed to the Company substantially all of the assets
and liabilities of, and its interests in, the businesses included in these
consolidated and combined financial statements, with the remainder transferred,
or to be transferred, shortly thereafter.

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

Under the terms of the SDA, FMC Technologies expects to pay an additional $52.2
million to FMC Corporation, which we have accrued as of June 30, 2001.  This
additional payment incorporates a "true-up" of factors included in the
determination of our initial distribution to FMC Corporation based on our cash
flow and existing debt and cash as of May 31, 2001, as well as other net
intercompany balances due to FMC.

Note 3:  Basis of Presentation
------------------------------
The Company's financial statements prior to January 1, 2001, reflect the
combined results of our businesses.  The Company's financial statements for all
periods in 2001 are presented on a consolidated basis as if our net assets had
been contributed, and our 65 million capital shares had been outstanding since
January 1, 2001.  Our capital structure in 2000 (Note 12) was not indicative of
our new capital structure (subsequent to the transactions discussed in Note 2)
and, accordingly, historical earnings per share information has not been
presented for any periods in 2000.

PAGE 9

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

The financial statements of FMC Technologies for all periods in 2000 included
herein reflect the combined results of the businesses as if they had been
contributed to the Company for all periods. Subsequent to the contribution, all
of the businesses included in these combined financial statements are or will be
consolidated subsidiaries or divisions of the Company, or will be investments of
the Company or its subsidiaries.

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

The combined financial statements do not reflect the debt or interest expense
FMC Technologies would have incurred if it were a stand-alone entity.  In
addition, the combined financial statements may not be indicative of the
Company's combined financial position, operating results or cash flows in the
future or what the Company's financial position, operating results and cash
flows would have been had FMC Technologies been a separate, stand-alone entity
during all periods presented.  The combined financial statements do not reflect
any changes that will occur in the Company's funding or operations as a result
of the offering, the distribution and FMC Technologies becoming a stand-alone
entity.

Note 4:  Financial Information and Accounting Policies
------------------------------------------------------

The consolidated balance sheet of FMC Technologies as of June 30, 2001, the
related consolidated statements of income, cash flows and changes in
stockholders' equity for the interim periods ended June 30, 2001, and the
combined statements of income, cash flows and changes in stockholders' equity
for the interim periods ended June 30, 2000 have been reviewed by FTI's
independent accountants. The review is described more fully in their report
included herein. In the opinion of management, these consolidated and combined
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States applicable to interim period financial
statements and reflect all adjustments necessary for a fair statement of the
Company's results of operations, cash flows and changes in stockholders' equity
for the interim periods ended June 30, 2001 and 2000 and of its financial
position as of June 30, 2001. All such adjustments are of a normal recurring
nature. The results of operations for the three-month and six-month periods
ended June 30, 2001 and 2000 are not necessarily indicative of the results of
operations for the full year.

PAGE 10

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

Note 5:  Derivative Financial Instruments
-----------------------------------------
On January 1, 2001, the Company implemented, on a prospective basis, Statement
of Financial Accounting Standard (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 137 and SFAS No. 138
(collectively, the Statement.) The Statement requires us to recognize all
derivatives in our consolidated balance sheets at fair value, with changes in
the fair value of derivative instruments to be recorded in current earnings or
deferred in other comprehensive income, depending on whether a derivative is
designated as and is effective as a hedge and on the type of hedging
transaction. In accordance with the provisions of the Statement, we recorded a
first-quarter 2001 loss from the cumulative effect of a change in accounting
principle of $4.7 million, net of an income tax benefit of $3.0 million, in our
statement of earnings, and a deferred loss of $1.3 million, net of an income tax
benefit of $0.9 million, in accumulated other comprehensive loss. The 2001 cash
outflow related to contracts settled as a result of SFAS No. 133 of $3.8 million
is reported separately in the consolidated statement of cash flows.

Hedge ineffectiveness and the portion of derivative gains or losses excluded
from assessments of hedge effectiveness, related to our outstanding cash flow
hedges and which were recorded to earnings during the six months and quarter
ended June 30, 2001, were less than $0.1 million.  At June 30, 2001, the net
deferred hedging loss in accumulated other comprehensive loss was $5.4 million,
of which approximately $4.1 million of net losses are expected to be recognized
in earnings during the twelve months ended June 30, 2002, at the time the
underlying hedged transactions are realized, and of which net losses of $1.3
million are expected to be recognized at various times subsequent to June 30,
2002 and continuing through November 30, 2009.

Note 6:  Property, Plant and Equipment
--------------------------------------
Property, plant and equipment comprised the following, in millions:

June 30
2001         December 31
(Unaudited)         2000
-----------     -----------
Property, plant and equipment, at cost                $ 588.9          $ 584.1
Accumulated depreciation                               (334.4)          (326.8)
-------          -------
Net property, plant and equipment                     $ 254.5          $ 257.3
=======          =======

Note 7:  Business Combinations and Divestitures
-----------------------------------------------
On February 16, 2000, the Company acquired York International Corporation's
Northfield Freezing Systems Group (Northfield) for $39.8 million in cash and the
assumption of certain liabilities. Northfield, headquartered in Northfield, MN,
is a manufacturer of freezers, coolers and dehydrators for the industrial food
processing industry. The Company has recorded goodwill (to be amortized over 40
years) and other intangible assets totaling $41.6 million relating to the
acquisition. Northfield's operations are included in the FoodTech segment.

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

Note 8:  Asset Impairments and Restructuring and Other Charges
--------------------------------------------------------------
In the first quarter of 2001, FMC Technologies recorded an asset impairment and
restructuring charges of $10.5 million before taxes ($6.5 million after tax).
An asset impairment of $1.3 million was required to write off goodwill
associated with a small FoodTech product line, which the Company does not intend
to develop further.  Restructuring charges were $9.2 million, of which $5.2
million related to planned reductions in force of 91 individuals in the Energy
Processing Systems businesses, $2.5 million related to planned reductions in
force of 72 positions in the FoodTech businesses, and $1.5 million related to a
planned plant closing and

PAGE 11

restructuring of an Airport Systems facility, including 73 planned workforce
reductions.  Restructuring spending of $5.1 million related to the 2001 programs
occurred during the six months ended June 30, 2001.

In the second quarter of 2000, FMC Technologies recorded asset impairments and
restructuring and other nonrecurring charges totaling $11.3 million before taxes
($6.9 million after tax).  Asset impairments of $1.5 million were required to
write down certain Energy Production Systems equipment, as estimated future cash
flows attributed to these assets indicated that an impairment of the assets had
occurred.  Restructuring and other nonrecurring charges were $9.8 million, of
which $8.0 million resulted primarily from strategic decisions to restructure
certain FoodTech operations, and included planned reductions in force of 236
individuals.  Restructuring charges of $1.4 million at Energy Production Systems
included severance costs related to planned reductions in force of 68
individuals as a result of the delay in orders received from oil and gas
companies for major systems.  Restructuring charges of $0.4 million related to a
corporate reduction in force.  Restructuring spending under these programs
totaled $7.0 million in 2000 and $3.0 million in 2001, and all programs were
substantially completed by March 31, 2001.  The additional required charge of
$0.2 million for these programs was included in restructuring costs recognized
in the first quarter of 2001.

Note 9:  Inventories
--------------------
Inventories consisted of the following:

(In millions)                                  June 30,       December 31,
2001             2000
-----------      ------------
(Unaudited)
Raw materials and purchased parts             $   94.3          $ 112.0
Work in progress                                 124.1            120.8
Manufactured parts and finished goods            166.0            124.6
--------          -------
Gross inventory before valuation
adjustments and LIFO reserves                384.4            357.4
Valuation adjustments and LIFO reserves         (106.6)          (102.6)
--------          -------
Net inventory                              $  277.8          $ 254.8
========          =======

Note 10:  Debt
--------------
Because FMC Corporation has historically funded most of its businesses
centrally, third-party debt and cash for operating companies was minimal prior
to June 2001 and is not representative of what the Company's actual debt
balances would have been had the Company been a separate, stand-alone entity.

In June 2001, the Company entered into a $250 million five-year credit agreement
and a $150 million 364-day revolving credit facility.  At June 30, 2001, long-
term debt of $180.7 million consisted of $180.0 million in borrowings against
the five-year facility and $0.7 million of foreign borrowings.  Among other
restrictions, the credit agreements contain covenants relating to tangible net
worth and debt to earnings and interest coverage ratios (as defined in the
agreements).  The Company is in compliance with all debt covenants at June 30,
2001.

At June 30, 2001, short-term debt included $35.9 million of borrowings under the
364-day facility and $15.0 million of borrowings from an uncommitted domestic
daily credit facility.  At June 30, 2001 and December 31, 2000, short-term debt
also included third-party debt of FMC Technologies' foreign operations of $7.2
million and $14.0 million, respectively.  The weighted average interest rates on
these outstanding borrowings were approximately 8.8% and 8.4% at June 30, 2001
and December 31, 2000, respectively.  In addition, at June 30, 2001 and December
31, 2000, respectively, short-term debt included $24.6 million and $26.9 million
of borrowings from MODEC International LLC, a 37.5%-owned joint venture, at 
interest rates of 5.9% and 7.2%.

Note 11:  Income Taxes
----------------------
The Company's income tax provision for the three and six months ended June 30,
2001, respectively, includes nonrecurring charges of $4.2 million and

PAGE 12

$7.5 million related to reorganization of FMC Corporation's entities and
repatriation of a portion of FMC Technologies' foreign earnings in preparation
for the Company's separation from FMC Corporation.

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

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

Note 12:  Capital Stock
-----------------------
At December 31, 2000, our capital stock consisted of 1,000 authorized, issued
and outstanding shares of $0.01 par common stock, all of which was owned by FMC
Corporation.  At June 30, 2001, our capital stock consisted of 195,000,000
authorized shares of $0.01 par common stock and 12,000,000 shares of
undesignated $0.01 par preferred stock.  At June 30, 2001, 65,000,000 common
shares were issued and outstanding, 83.0 percent of which were owned by FMC
Corporation and 17.0 percent of which were sold in our initial public offering,
which closed on June 19, 2001.  No preferred shares were issued at June 30,
2001.

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

Note 13:  Commitments and Contingent Liabilities
------------------------------------------------
We have certain contingent liabilities arising from litigation, claims,
performance guarantees, leases, and other commitments incident to the ordinary
course of business.  Management believes that the ultimate resolution of its
known contingencies will not materially affect our consolidated financial
position, results of operations or cash flows.

PAGE 13

Note 14:  Segment Information
-----------------------------

(in millions)                                Three Months                      Six Months
Ended June 30                    Ended June 30
----------------------           ----------------------
2001            2000             2001            2000
------          ------           ------          ------

Revenue
-------
Energy Production Systems             $172.5          $169.3           $330.4          $347.5
Energy Processing Systems               97.4            86.4            186.5           164.6
Eliminations                            (0.1)           (0.2)            (0.3)           (0.3)
------          ------           ------          ------
Subtotal Energy Systems              269.8           255.5            516.6           511.8
FoodTech                               132.6           172.7            241.1           297.5
Airport Systems                         80.0            67.9            154.6           128.6
Eliminations                            (4.3)           (0.7)            (4.8)           (0.6)
------          ------           ------          ------
$478.1          $495.4           $907.5          $937.3
======          ======           ======          ======
Income before income taxes and
------------------------------
cumulative effect of a change in
--------------------------------
accounting principle
--------------------

Energy Production Systems             $  8.0          $ 13.4           $ 13.5          $ 23.1
Energy Processing Systems                5.3             7.0              8.8             8.3
------          ------           ------          ------
Subtotal Energy Systems               13.3            20.4             22.3            31.4
FoodTech                                11.3            17.6             14.8            28.1
Airport Systems                          5.1             5.3             11.0             6.9
------          ------           ------          ------

Segment operating profit                29.7            43.3             48.1            66.4
Corporate                               (8.3)           (8.4)           (16.4)          (16.8)
Other income and (expense),
net                                       -             0.2             (0.7)           (1.6)
------          ------           ------          ------

Operating profit before asset
impairments, restructuring      
and other charges, net
interest expense, and
cumulative effect of change
in accounting principle                 21.4            35.1             31.0            48.0

Asset impairments (a)                      -            (1.5)            (1.3)           (1.5)
Restructuring and other
charges (b)                               -            (9.8)            (9.2)           (9.8)
Net interest expense                    (1.8)           (0.7)            (2.9)           (0.6)
------          ------           ------          ------

Income before income taxes
and cumulative effect of                
change in accounting
principle                             $ 19.6          $ 23.1           $ 17.6          $ 36.1
======          ======           ======          ======

(a)  The asset impairment in 2001 relates to FoodTech. The asset
impairments in 2000 relate to Energy Production Systems.

(b)  Restructuring and other charges in 2001 relate to Energy Processing
Systems ($5.2 million), FoodTech ($2.5 million), and Airport Systems
($1.5 million). Restructuring and other charges in 2000 relate to
FoodTech ($8.0 million), Energy Production Systems ($1.4 million), and
Corporate ($0.4 million).

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

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

PAGE 14

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

FORWARD-LOOKING STATEMENTS - SAFE HARBOR PROVISIONS
---------------------------------------------------

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

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

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

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

We had cash and cash equivalents at June 30, 2001 and December 31, 2000 of $11.5
million and $17.8 million, respectively.  Cash required by operating activities
of continuing operations was $27.3 million for the first half of 2001, while
cash provided by operating activities of continuing operations was $8.3 million
for the first half of 2000.

Operating working capital, which excludes cash and cash equivalents, short-term
debt and income tax balances, decreased $8.1 million from $151.0 million at
December 31, 2000 to $142.9 at June 30, 2001.  Our working capital balances vary
significantly depending on the payment terms and timing of delivery on key
contracts, particularly for Energy Production Systems' customers.  Operating
working capital decreased during 2001 due primarily to a payable of $52.2
million to FMC Corporation at June 30, 2001 (see Note 2 to the Company's
consolidated and combined financial statements), partially offset by an increase
in accounts receivable. As part of FMC Corporation, we participated in a
financing facility under which accounts receivable were sold without recourse
through FMC Corporation's wholly owned, bankruptcy remote subsidiary. This
resulted in a reduction of accounts receivable of $38.0 million on our combined
balance sheet at December 31, 2000. During the six months ended June 30, 2001,
we ceased our participation in this program, the net effect of which was an
increase of $38.0 million of accounts receivable and a corresponding increase in
debt.

Cash required by investing activities was $11.3 million and $25.5 million for
the six months ended June 30, 2001 and 2000, respectively. In 2000, we acquired
Northfield Freezing Equipment for $39.8 million in cash and the assumption of
liabilities.  We routinely evaluate potential acquisitions, divestitures and
joint ventures in the ordinary course of business.

PAGE 15

During 2000, as part of FMC Corporation, we entered into agreements for the sale
and leaseback of $13.7 million of equipment and received net proceeds of $22.5
million in connection with the transaction. A non-amortizing deferred credit was
recorded in conjunction with the transaction. Credits recorded in conjunction
with sale-leaseback transactions are included in other long-term liabilities and
totaled $31.8 million at June 30, 2001 and December 31, 2000.

Total borrowings were $263.4 million at June 30, 2001, and $41.1 million at
December 31, 2000. Because FMC Corporation has historically funded most of its
businesses centrally, our borrowings and cash balances prior to June 2001 are
not representative of what our actual balances would have been had we been a
separate stand-alone entity.

Proceeds from the issuance of common stock in conjunction with our initial
public offering were $207.2 million, and we retained $8.0 million to cover
expenses (which will be adjusted to reflect actual costs and satisfied through a
cash payment to or from FMC Corporation at a later date). Net proceeds of $199.2
million were distributed to FMC Corporation. On June 4, 2001, we borrowed $280.9
million, which we also distributed to FMC Corporation. This borrowing was
subject to adjustment after the initial public offering of our common stock to
reflect our actual net cash flow for the period from January 1, 2001 through May
31, 2001. This borrowing carries an effective interest rate of 100 basis points
above the one-month London Interbank Offered Rate. We also entered into interest
rate swap agreements related to $100.0 million of the long-term amount borrowed
to fix the effective interest rate thereon at an average rate of 5.78%.

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

We expect to meet our operating needs, fund capital expenditures and potential
acquisitions and meet debt service requirements through cash generated from
operations and the credit facilities discussed above.  As noted previously, we
have discontinued selling accounts receivable with the result being a
corresponding increase in debt.  Capital spending is forecast to be
approximately $60 million for 2001, compared with $43.1 million in 2000.

The Company's accumulated other comprehensive loss increased from $114.4 million
at December 31, 2000 to $153.3 million at June 30, 2001, as a result of
increased cumulative foreign currency translation losses of $23.6 million
primarily reflecting the negative translation impact of the Brazilian real and 
the Swedish krona against the U.S. dollar. In addition, net losses
of $2.8 million, primarily from foreign exchange forward contracts, were
deferred under SFAS No. 133.

DERIVATIVE FINANCIAL INSTRUMENTS AND MARKET RISKS
-------------------------------------------------

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

PAGE 16

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

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

Our debt instruments subject us to the risk of loss associated with
movements in interest rates. We may from time to time enter into arrangements to
manage or mitigate interest rate risk utilizing derivative financial
instruments. We currently have in place two interest rate swaps with a total
notional amount of $100 million, which fix the interest rate on a portion of our
long-term debt.

PAGE 17

NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------

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

RESULTS OF OPERATIONS
---------------------

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

Three Months Ended June 30, 2001 Compared with
Three Months Ended June 30, 2000

Overview.  Our profit for the three months ended June 30, 2001 before
significant non-recurring items was $19.6 million before tax ($14.3 million
after tax) compared with profit for the three months ended June 30, 2000, before
significant non-recurring items, of $34.4 million before tax ($25.2 million
after tax).  The significant nonrecurring item in the second quarter of 2001
consisted of a $4.2 million tax provision related to the reorganization of the
Company's worldwide entities in anticipation of their separation from FMC
Corporation.  Significant nonrecurring items in the second quarter of 2000
consisted of asset impairments and restructuring and other nonrecurring charges
totaling $11.3 million before tax ($6.9 million after tax).

Revenue.  Our total revenue for the three months ended June 30, 2001 decreased
$17.3 million, or 3.5%, to $478.1 million, compared to $495.4 million for the
three months ended June 30, 2000.  Lower sales for FoodTech were partly offset
by increased revenue from all of the Company's other business segments.
FoodTech's revenue in the second quarter of 2001 decreased $40.1 million, or
23.2%, to $132.6 million, from $172.7 million in the second quarter of 2000.
Energy Production Systems' sales in the second quarter of 2001 increased $3.2
million, or 1.9%, to $172.5 million, from $169.3 million in the second quarter
of 2000.  Energy Processing Systems' revenue in the second quarter of 2001
increased $11.0 million, or 12.7%, to $97.4 million from $86.4 million in the
second quarter of 2000.  Airport System's revenue in the second quarter of 2001
increased $12.1 million, or 17.8%, to $80.0 million, from $67.9 million in the
second quarter of 2000.

Increased revenue for Energy Production Systems in the three months ended June
30, 2001 was primarily the result of increased sales of surface wellhead
equipment and, to a lesser extent, subsea systems.  Increased sales of surface
wellhead equipment generally reflected a strengthening market, while higher
subsea sales were related primarily to customers' projects in the Gulf of Mexico
and offshore Brazil.  These increases in revenue were partially offset by
decreased sales volumes of floating production equipment, reflecting the effect
of project delays by customers during 2000 and the first six months of 2001.

Increased revenue for Energy Processing Systems in the three months ended June
30, 2001 was primarily the result of increased sales of fluid control equipment,
partly offset by a decrease in sales of loading systems.  Increased

PAGE 18

revenues for fluid control equipment were attributable to continued strength in
the oilfield service company market, and reflected higher volumes and, to a
lesser extent, improved pricing.  Lower sales of loading systems reflected
timing of shipments, which are expected to increase during the second half of
2001.

Decreased revenue for FoodTech in the three months ended June 30, 2001 was
primarily the result of lower volumes of tomato processing equipment and
freezers, and to a lesser extent, lower volumes of harvesting equipment.
Weakening commodity prices, excess processing capacity, industry consolidation
and a slowing of the global economy caused food processors to postpone capital
spending.

Increased revenue for Airport Systems in the three months ended June 30, 2001
was the result of an increase in sales for airport ground support equipment,
with the increase primarily attributable to higher volumes of cargo loaders to
the air freight market, and the timing of those orders, and additional revenue
from the Next Generation Small Loader contract with the United States Air Force.
Also contributing to the increased revenue were higher sales of transporters and
passenger steps to customers located in Europe and the Middle East.

Segment operating profit.  Total segment operating profit decreased $13.6
million, or 31.4%, to $29.7 million in the three months ended June 30, 2001 from
$43.3 million in the three months ended June 30, 2000.  Energy Production
Systems' operating profit in the second quarter of 2001 decreased $5.4 million,
or 40.3%, to $8.0 million from $13.4 million in the second quarter of 2000.
Energy Processing Systems' operating profit in the second quarter of 2001
decreased $1.7 million, or 24.3%, to $5.3 million from $7.0 million in the
second quarter of 2000.  FoodTech's operating profit in the second quarter of
2001 decreased $6.3 million, or 35.8%, to $11.3 million from $17.6 million in
the second quarter of 2000.  Airport Systems' operating profit in the second
quarter of 2001 decreased $0.2 million, or 0.2%, to $5.1 million from $5.3
million in the second quarter of 2000.

Energy Production Systems' lower operating profit in the second quarter of 2001
was primarily the result of lower volumes of floating production equipment,
offset somewhat by improvements in surface wellhead volumes.

Energy Processing Systems' lower operating profit in the second quarter of 2001
was primarily the result of weakness in the measurement solutions business,
partially offset by improved margins in fluid control equipment.  Management
initiated a restructuring action during the first quarter of 2001 in the
measurement solutions business to mitigate the effect of lower volumes.

FoodTech's operating profit decreased in the second quarter of 2001, primarily
as a result of lower sales volumes for food processing equipment.  This decrease
was partially offset by cost savings from restructuring activities initiated by
management prior to the second quarter of 2001.

Airport Systems' operating profit decreased in the second quarter of 2001,
primarily as a result of lower margins for Jetway passenger boarding bridges.
The decrease was partly offset by additional profits from the Next Generation
Small Loader contract with the United States Air Force.

Corporate expenses.  Corporate expenses decreased by $0.1 million, or 1.1%, from
$8.4 million for the three months ended June 30, 2000 to $8.3 million for the
three months ended June 30, 2001.

PAGE 19

Other income and expense, net. Other income and expense is comprised primarily
of LIFO inventory adjustments, certain components of employee benefit plan cost
or benefit and certain foreign currency gains or losses.  Other income and
expense for the three months ended June 30, 2001 was nil, while other income and
expense for the three months ended June 30, 2000 was $0.2 million of income.
When compared with 2000, the decrease in income in 2001 was the result of a
decrease in pension-related benefit and an increase in LIFO inventory related
expense partially offset by the recording of foreign currency gains.  The latter
was, in part, a result of accounting for certain foreign currency forward
contracts under the new accounting standard.

Asset impairments and restructuring and other charges.  In the second quarter of
2000, we recorded asset impairments and restructuring and nonrecurring charges
totaling $11.3 million before taxes ($6.9 million after tax).  See Note 8 to the
Company's June 30, 2001 consolidated financial statements.

Net interest expense.  Net interest expense is associated with cash balances and
third-party debt in our operating companies.  Because FMC Corporation funded
most of its businesses centrally prior to June of 2001, third-party debt and
cash for operating companies have been minimal and are not representative of
what our actual debt or cash balances would have been had we been a separate,
stand-alone entity.  Net interest expense for the three months ended June 30,
2001 and 2000 was $1.8 million and $0.7 million, respectively.  The increase in
net interest expense in 2001 was primarily the result of interest expense
associated with new debt we incurred in preparation for our separation from FMC
Corporation.  Had we incurred a similar level of debt at the same interest rate
for the three months ended June 30, 2001 and 2000, we estimate that our net
interest expense on a pro forma basis would have been $4.6 million in each of
the two periods.

Income tax expense. Income tax expense for the three months ended June 30, 2001
was $9.4 million on pretax income of $19.6 million.  Excluding the effect of the
provision for income taxes related to the reorganization of the Company's
worldwide entities in anticipation of their separation from FMC Corporation,
income tax expense for the second quarter of 2001 was $5.3 million on pretax
earnings of $19.6 million, resulting in an effective tax rate of 27%.  Income
tax expense for the three months ended June 30, 2000 was $4.8 million on pretax
income of $23.1 million.  Excluding the effects of restructuring and impairment
charges, income tax expense for the second quarter of 2000 was $9.2 million on
adjusted pretax earnings of $34.4 million, resulting in an effective tax rate of
27%.

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

Net income.   Net income for the second quarter of 2001 decreased $8.1 million
to $10.2 million, compared with $18.3 million in the second quarter of 2000, due
primarily to lower segment operating profit in 2001 and a $4.2 million tax
provision in 2001 related to the reorganization of the Company's worldwide
entities in anticipation of their separation from FMC Corporation.  Net income
in 2000 was unfavorably affected by asset impairments and nonrecurring
restructuring charges totaling $6.9 million on an after-tax basis.

PAGE 20

Order backlog and outlook.
--------------------------

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

Energy Production Systems                                         $531.6                  $331.4                  $360.7
Energy Processing Systems                                          103.0                    93.7                   129.2
------                  ------                  ------
Subtotal Energy Systems                                      $634.6                  $425.1                  $489.9
FoodTech                                                           116.7                    88.6                   117.1
Airport Systems                                                    153.6                   130.6                   121.7
------                  ------                  ------
Total                                                        $904.9                  $644.3                  $728.7
======                  ======                  ======

When compared with December 31, 2000 and June 30, 2000, Energy Production
Systems' order backlog increased significantly, primarily as a result of a
stronger subsea market. A significant number of orders were received for
projects that included Enterprise Oil offshore Brazil, Statoil offshore Norway,
TotalFinaElf offshore West Africa, and BP in the Gulf of Mexico.  The BP order
for five trees is for its Crazy Horse field offshore Louisiana and is the first
order under the new $250 million, five-year frame agreement between FMC
Technologies and BP.  In addition, order backlog also increased for surface
wellhead and floating production equipment, the latter reflecting an order from
Enterprise Oil for turret mooring and related systems for a floating production,
storage and offloading vessel.

Subsea and surface markets continue to improve both domestically and
internationally, although pricing remains competitive.  In addition to the long-
term frame agreements that we signed with BP and others, we have several
quotations in process for additional large subsea projects.

Energy Processing Systems' order backlog increased relative to December 2000
primarily attributable to increased orders for loading systems.   When compared
with the prior June 30, order backlog decreased, reflecting weakness in the
blending and transfer business and lower orders for manifold systems projects in
the fluid control business.

We expect inbound orders to increase and backlog levels to improve in the second
half of 2001 based on increased quotation activity for manifold systems,
measurement solutions and blending and transfer equipment.  In addition,
increased demand during the second half of 2001 for marine loading arms is
expected to favorably impact our loading systems business.

FoodTech's order backlog increased when compared with December 31, 2000,
primarily as a result of increased orders for food processing systems and
freezers.  When compared with June 30, 2000, order backlog decreased slightly as
a result of delays in orders for large projects, partially offset by an increase
in freezer backlog.

Business activity in the food processing markets has slowed and revenues have
been negatively affected because customers have postponed placing new orders for
large projects.  While there has been a recent increase in inquiries and
quotation activity, the level of future orders remains uncertain because of the
economic environment.

When compared with December 30, 2000 and June 30, 2000, Airport Systems' order
backlog increased, attributable to strong orders for ground support equipment
and our contract to provide the United States Air Force with Next Generation
Small Loaders.

While inbound orders for Airport Systems' equipment have increased in 2001,
profit pressure on the airline industry will likely slow inbound orders in the
second half of 2001 and in 2002, the effect of which will offset future revenue
and operating profitability from the Air Force contract.

PAGE 21

Six Months Ended June 30, 2001 Compared with
Six Months Ended June 30, 2000

Overview.  Our profit for the six months ended June 30, 2001 before significant
non-recurring items was $28.1 million before tax ($20.6 million after tax)
compared with profit for the six months ended June 30, 2000, before significant
non-recurring items, of $47.4 million before tax ($34.8 million after tax).
Significant nonrecurring items in the first half of 2001 consisted of impairment
and restructuring charges of $10.5 million ($6.5 million after tax), the
cumulative effect of a change in accounting principle of $7.5 million ($4.7
million after tax), and $7.5 million of tax provisions related to repatriation
of offshore earnings and the reorganization of the Company's worldwide entities
in anticipation of their separation from FMC Corporation.  Significant
nonrecurring items in the first half of 2000 consisted of asset impairments and
restructuring and other nonrecurring charges totaling $11.3 million before taxes
($6.9 million after tax).

Revenue.  Our total revenue for the six months ended June 30, 2001 decreased
$29.8 million, or 3.2%, to $907.5 million, compared to $937.3 million for the
six months ended June 30, 2000.  Lower sales for FoodTech and Energy Production
Systems were partly offset by increased revenue from Airport Systems and Energy
Processing Systems.  Energy Production Systems' sales in the first half of 2001
decreased $17.1 million, or 4.9% to $330.4 million, from $347.5 million in the
first half of 2000.  Energy Processing Systems' revenue in the first half of
2001 increased $21.9 million, or 13.3%, to $186.5 million from $164.6 million in
the first half of 2000.  FoodTech's revenue in the first half of 2001 decreased
$56.4 million, or 19.0%, to $241.1 million, from $297.5 million in the first
half of 2000.  Airport System's revenue in the first half of 2001 increased
$26.0 million, or 20.2%, to $154.6 million, from $128.6 million in the first
half of 2000.

Lower revenue for Energy Production Systems for the six months ended June 30,
2001 was primarily the result of lower sales of floating production systems and,
to a lesser extent, subsea systems, partially offset by increased sales of the
surface product line.  Decreased revenue from sales of floating production
systems in 2001 reflected the effect of project delays by customers.  In
addition, the comparison was affected by sales during the first half of 2000 of
floating production equipment to the Petro Canada Terra Nova project located off
the coast of Nova Scotia. Lower subsea system sales in the first half of 2001
for projects in the North Sea were partly offset by increased sales of subsea
systems for projects in the Gulf of Mexico and Brazil. Increased revenue from
the sales of surface wellhead equipment during the first half of 2001 reflected
improvements in both domestic and international markets.

Higher revenue for Energy Processing Systems for the six months ended June 30,
2001 was primarily the result of increased sales of fluid control equipment,
partially offset by lower sales of blending and transfer equipment.  The
increase in sales of fluid control equipment primarily reflected higher volumes
to the oilfield service company market.  Lower sales of blending and transfer
equipment were attributable to delays in orders for lube blending and bulk
conveying systems.

Lower revenue for FoodTech for the six months ended June 30, 2001 was primarily
the result of decreased sales of food processing equipment, primarily tomato
processing systems, and decreased sales of freezers and harvesting equipment
reflecting the impact of economic factors on customers' capital spending
decisions.  Additional sales of food handling and packaging systems partially
offset this decrease in revenue.

Increased revenue for Airport Systems in the six months ended June 30, 2001
resulted from increased sales for airport ground support equipment, with the
increase primarily attributable to the shipment of higher volumes of cargo
loaders to the air freight market, the timing of the receipt of orders and, to a
lesser extent, additional revenue from the Next Generation Small Loader

PAGE 22

contract with the United States Air Force.  Also contributing to improved
revenue in 2001 were increased sales of Jetway passenger boarding bridges, and
sales of transporters and passenger steps to customers located in Europe and the
Middle East.

Segment operating profit.  Our total segment operating profit decreased $18.3
million, or 27.6%, to $48.1 million in the six months ended June 30, 2001 from
$66.4 million in the six months ended June 30, 2000.  Energy Production Systems'
operating profit in the first half of 2001 decreased $9.6 million, or 41.6%, to
$13.5 million from $23.1 million in the first half of 2000.  Energy Processing
Systems' operating profit in the first half of 2001 increased $0.5 million, or
6.0%, to $8.8 million from $8.3 million in the first half of 2000.  FoodTech's
operating profit in the first half of 2001 decreased $13.3 million, or 47.3%, to
$14.8 million from $28.1 million in the first half of 2000.  Airport Systems'
operating profit in the first half of 2001 increased $4.1 million, or 59.4%, to
$11.0 million from $6.9 million in the first half of 2000.

Energy Production Systems' operating profit decreased in the first half of 2001,
primarily as a result of lower volumes of floating production systems offset
somewhat by higher volumes for surface wellhead.  The effect on operating income
of the decline in North Sea subsea volumes was partly offset by higher operating
profits from projects in the Gulf of Mexico and offshore Brazil.

Energy Processing Systems' operating profit increased in the first half of 2001,
reflecting improved volumes and margins for fluid control equipment, partially
offset by reduced profitability in the blending and transfer business.

FoodTech's operating profit decreased in the first half of 2001, primarily as a
result of lower sales volumes for food processing equipment.  This decrease was
partially offset by cost savings from restructuring of the food processing
business.  Weak margins for freezing systems also contributed to the reduced
profitability.

Airport Systems' operating profit increased in the first half of 2001, primarily
as a result of a higher volume of sales for airline ground support equipment and
also as a result of the Next Generation Small Loader contract with the United
States Air Force.  This increase was partly offset by lower margins for Jetway
passenger boarding bridges attributable to spending on new product releases for
two domestic projects.

Corporate expenses.  Corporate expenses decreased by $0.4 million, or 2.4%, from
$16.8 million for the six months ended June 30, 2000 to $16.4 million for the
six months ended June 30, 2001.

Other income and expense, net.  Other income and expense is comprised primarily
of LIFO inventory adjustments, certain components of employee benefit plan cost
or benefit and certain foreign exchange gains or losses.  For the six months
ended June 30, 2001 and 2000, other income and expense consisted of expense of
$0.7 million and $1.6 million, respectively.  Lower expense in 2001 was
primarily a result of a decrease in expense related to LIFO inventory
adjustments and an increase in foreign currency-related gains, in part a result
of accounting for certain foreign currency forward contracts under the new
accounting standard.  Partially offsetting this decrease in expense was a
reduction in pension-related benefit.

Asset impairments and restructuring and other charges.  During the six months
ended June 30, 2001, we recorded an asset impairment and nonrecurring
restructuring charges of $10.5 million before taxes ($6.5 million after tax).
During the six months ended June 30, 2000, we recorded asset impairments and
restructuring and nonrecurring charges totaling $11.3 million before taxes ($6.9
million after tax).  See Note 8 to the Company's June 30, 2001 consolidated
financial statements.

PAGE 23

Net interest expense.  Net interest expense is associated with cash balances and
third-party debt in our operating companies.  Because FMC Corporation funded
most of its businesses centrally prior to June 2001, our third-party debt and
cash balance prior to June 2001 were minimal and were not representative of what
our actual debt or cash balances would have been had we been a separate, stand-
alone entity. Net interest expense for the six months ended June 30, 2001 and
2000 was $2.9 million and $0.6 million, respectively. The increase in net
interest expense in 2001 was primarily the result of interest expense associated
with new debt we incurred in preparation for our separation from FMC
Corporation. Had we incurred a similar level of debt at the same interest rate
for the six months ended June 30, 2001 and 2000, we estimate that our net
interest expense on a pro forma basis would have been $9.2 million in each of
the two periods.

Income tax expense.  Income tax expense for the six months ended June 30, 2001
was $11.0 million on pretax income of $17.6 million.  Excluding the effects of
restructuring and impairment charges, the income tax expense related to the
repatriation of offshore earnings and the cumulative effect of a change in
accounting principle, income tax expense for the first half of 2001 was $7.5
million on adjusted pretax earnings of $28.1 million, resulting in an effective
tax rate of 27%.  Income tax expense for the six months ended June 30, 2000 was
$8.2 million on pretax income of $36.1 million.  Excluding the effects of
restructuring and impairment charges, income tax expense for the first half of
2000 was $12.6 million on adjusted pretax earnings of $47.4 million, resulting
in an effective tax rate of 27%.

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

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

Net income.  Net income in 2001 decreased $26.0 million to $1.9 million,
compared with $27.9 million in 2000, due primarily to a decrease in segment
operating profit.  Also contributing to the decrease in net income in 2001 were
additional provisions for income taxes of $7.5 million in conjunction with
repatriation of offshore earnings and the reorganization of the Company's
worldwide entities in anticipation of their separation from FMC Corporation;
asset impairments and nonrecurring restructuring charges totaling $6.5 million
on an after-tax basis; and the cumulative effect of a change in accounting
principle consisting of an after-tax charge of $4.7 million.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
------   ---------------------------------------------------------

The information required by this item is provided in "Derivative Financial
Instruments and Market Risks", under ITEM 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations.

PAGE 24

INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------

A report by KPMG LLP, FMC Technologies' independent accountants, on the
financial statements included in Form 10-Q for the quarter ended June 30, 2001
is included on page 25.

PAGE 25

INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------

The Board of Directors
FMC Technologies, Inc.:

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

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

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

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

/s/ KPMG LLP

Chicago, Illinois
July 31, 2001

PAGE 26
PART II - OTHER INFORMATION
---------------------------

ITEM 1.  LEGAL PROCEEDINGS
-------  -----------------

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
-------  -----------------------------------------

On June 19, 2001, the Company completed an initial public offering (IPO) in
which it sold 11,050,000 shares of its common stock at a price of $20 per share.
The shares were sold pursuant to a registration statement on Form S-1 (File No.
333-55920) that was declared effective by the Securities and Exchange Commission
on June 13, 2001, which was the day prior to the commencement of the offering.
The Company registered 12,707,500 shares under this registration statement,
including 1,667,500 shares that could have been issued upon exercise of the
underwriters' overallotment option.  Based on the $20 per share offering price,
the registered shares had an aggregate offering price of $254,150,000.  The
managing underwriters for the offering were Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Credit Suisse First Boston Corporation, Salomon Smith Barney
Inc. and Banc of America Securities LLC.

The gross proceeds from the 11,050,000 shares sold in the IPO were $221,000,000.
Underwriting discounts, commissions and other offering expenses, all of which
were paid directly by the Company, are estimated to have totaled $16,500,000.
None of the underwriting discounts and commissions or other offering expenses
was paid to directors, officers, persons owning 10% or more of the Company's
common stock or to its other affiliates.  In accordance with the separation and
distribution agreement, the Company distributed proceeds of $196,500,000 to FMC
Corporation, which was the holder of 83% of the Company's issued and outstanding
shares upon completion of the IPO and retained $8,000,000 for estimated costs
related to the offering to be paid by the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
------   --------------------------------

(a)  Exhibits
--------

Number in
Exhibit Table          Description
-------------          -----------
10.6.a        FMC Corporation Defined Benefit Retirement Trust

10.6.b        Amendment to the FMC Corporation Defined Benefit Retirement
Trust

11          Statement re: computation of
diluted earnings per share

15          Letter re: unaudited
interim financial information

(b)  Reports on Form 8-K
-------------------
None 

PAGE 27

SIGNATURE
---------

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

FMC TECHNOLOGIES, INC.
------------------------
(Registrant)

Date: August 14, 2001                           /s/ Ronald D. Mambu
---------------                           --------------------------------
Ronald D. Mambu
Vice President, Controller, and
duly authorized officer

PAGE 1

EXHIBIT INDEX
-------------

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

10.6.a       FMC Corporation Defined Benefit Retirement Trust

10.6.b       Amendment to the FMC Corporation Defined Benefit Retirement
Trust

11         Statement re: computation of
diluted earnings per share

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

Exhibit 10.6.a

FMC CORPORATION
DEFINED BENEFIT RETIREMENT TRUST

THIS AGREEMENT, effective as of the 2nd day of October, 2000, is made
between FMC CORPORATION, a Delaware corporation, herein referred to as the
"Company", and THE NORTHERN TRUST COMPANY, an Illinois corporation, of Chicago,
Illinois, as Trustee, and constitutes a restatement of the FMC CORPORATION
DEFINED BENEFIT RETIREMENT TRUST agreement, which was heretofore made by the
Company as the funding medium for the FMC Corporation Employees' Retirement
Program, hereinafter referred to as the "Plan", and under which the Trustee is
accepting appointment as successor trustee.

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

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

ARTICLE ONE:  DEFINITIONS

For the purposes of this Agreement:

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

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

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

1.4  "Company" means FMC Corporation and any successor to it;

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

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

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

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

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

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

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

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

1.13 "Plan" means the FMC Corporation Employees' Retirement Program;

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

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

2

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

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

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

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

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

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

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

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

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

ARTICLE TWO:  DISTRIBUTIONS

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

3

Committee or its designee shall direct. The Trustee shall have no obligation to
search for or ascertain the whereabouts of any payee of benefits of the Trust
Fund.

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

ARTICLE THREE:  SEPARATE ACCOUNTS AND INVESTMENT 
SUBCOMMITTEE ADVISORS

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

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

4

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

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

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

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

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

3.5 The Investment Subcommittee shall have investment responsibility for
assets held in any Separate Account for which an Investment Manager or
Investment Trustee has not been retained, has been removed, or is for any reason
unwilling or unable to act. With respect to assets or Separate Accounts for
which the Investment Subcommittee has investment 

5

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

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

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

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

ARTICLE FOUR:  POWERS OF TRUSTEE

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

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

6

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

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

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

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

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

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

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

4.9 Subject to Section 5.5 of this Agreement, with respect to Company
stock, to vote, either in person or by general or limited proxy, or refrain from
voting any Company stock for any purpose; to exercise or sell any subscription
or conversion rights; to consent to and join in or oppose any voting trusts,
reorganizations, consolidations, mergers, foreclosures and liquidations and in
connection therewith to deposit securities and accept and hold other 

7

property received therefor; to give general or special proxies or powers of
attorney with or without the power of substitution; and to generally exercise
any of the powers of an owner with respect to such Company stock;

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

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

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

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

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

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

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

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

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

8

ARTICLE FIVE:  LIMITATIONS ON POWERS

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

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

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

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

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

5.5 The Investment Subcommittee shall have the sole investment
responsibility with respect to the retention, sale, purchase or voting of any
Company stock other than Company stock which has been allocated to a Separate
Account over which the Investment Subcommittee has delegated investment
responsibility to an Investment Adviser. The Trustee shall have custody of such
Company stock and shall act with respect thereto as directed by an Investment
Adviser of a Separate Account holding Company stock or the Investment
Subcommittee with respect to Company stock in a Company Stock Account. The
Trustee shall not make any investment review of, consider the propriety of
holding or selling, or vote any such Company stock. With respect to such Company
stock, the Investment Subcommittee shall have the investment powers granted to
the Trustee by ARTICLE FOUR as limited by Section 5.1 and Section 5.2 of ARTICLE
FIVE, as if all references therein to the Trustee referred to the Investment
Subcommittee. No provision of this Section 5.5 shall prevent the 

9

Trustee from taking any action with respect to the voting or tender of such
Company stock if the Trustee determines in its sole discretion that such action
is necessary in order for the Trustee to fulfill its fiduciary responsibilities
under ERISA;

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

ARTICLE SIX:  ACCOUNTS

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

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

6.3 An account of the Trustee may be approved by the Investment
Subcommittee by written notice delivered to the Trustee or by failure to object
to the account by written notice delivered to the Trustee within six (6) months
of the date upon which the account was delivered to the Investment Subcommittee.
The approval of an account shall constitute a full and complete discharge to the
Trustee as to all matters set forth in that account as if the account had been
settled by a court of competent jurisdiction in an action or proceeding to 

10

which the Trustee, the Company and the Investment Subcommittee were parties. In
no event shall the Trustee be precluded from having its accounts settled by a
judicial proceeding. Nothing in this article shall relieve the Trustee of any
responsibility, or liability for any responsibility, under ERISA.

ARTICLE SEVEN:  TRUSTEE SUCCESSION

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

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

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

ARTICLE EIGHT:  AMENDMENT AND TERMINATION

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

8.2 This Agreement shall terminate by action of the Company. Upon
termination, the Trustee shall distribute the Trust Fund in the manner directed
by the Investment Subcommittee, in kind to the extent of identified assets and
the balance in cash or in kind or partly in each as the Trustee and the
Investment Subcommittee shall agree, except that the Trustee shall be entitled
to prior receipt of such rulings and determinations from such administrative
agencies as it may deem necessary or advisable to assure itself that the
distribution directed is in accordance with law and will not subject the Trust
Fund or the 

11

Trustee to liability, and except, further, that the Trustee may reserve such
reasonable amount as the Trustee may deem necessary to satisfy outstanding
invoices for compensation for its services as Trustee and any other undisputed,
outstanding and accrued expenses as described in Section9.5 hereof, against the
Trust Fund.

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

ARTICLE NINE:  MISCELLANEOUS

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

9.2 The Company shall certify to the Trustee in writing the names of the
members of the Committee and Investment Subcommittee acting from time to time,
and the Trustee shall not be charged with knowledge of a change in the
membership of either such committee until so notified in writing by the Company.
Any action required or permitted to be taken by the Committee or the Investment
Subcommittee shall be by direction of (i) one or more of the members of the
committee authorized to take such action hereunder, (ii) such committee's
secretary or (iii) such other designee as shall be designated in writing by the
Committee or the Investment Subcommittee to act for such committee. The Trustee
may rely upon an instrument of designation received from the Committee or the
Investment Subcommittee appointing a designee to act for such committee which it
reasonably believes has been signed by a majority of the members (or by the
secretary or chairman) of the appropriate committee and filed with the Trustee.
The Trustee shall have no responsibility for any action taken by it in
accordance with any direction it reasonably believes to have been given as
provided above. Directions of the Committee or the Investment Subcommittee may
be given to the Trustee by telephone, letter, telex, fax, SWIFT, other
electronic or electro-mechanical means or by other methods the Trustee deems
acceptable.

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

12

shall be accountable for contributions made to the Plan and included among the
assets of the Trust Fund but shall have no responsibility to determine whether
the contributions comply with the provisions of the Plan or of ERISA.

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

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

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

9.7 The Company has allocated fiduciary responsibility among various
persons and entities in accordance with the terms of the Plan and this
Agreement. Except as provided herein, the Trustee shall have no responsibility
for any error or loss that results by reason of the exercise or non-exercise of
fiduciary responsibility which is not allocated to the Trustee hereunder and the
Company (which has the authority to do so under the laws of the state of its
incorporation) agrees to hold harmless and indemnify the Trustee from any
liability, loss and expense, including reasonable attorneys fees, which it
incurs to the extent the liability, loss or expense is a direct result of such
exercise or non-exercise of fiduciary responsibility by the person or entity to
which it is allocated; provided, however, the Trustee shall not be so
indemnified to the extent such liability, loss or expense is a result of a
breach by the Trustee of a duty specifically allocated to it by the terms of
this Agreement or the Trustee's negligence in carrying out such a duty or to the
extent the Trustee participated knowingly in a breach, or knowingly undertook to
conceal an act or omission of another fiduciary, knowing such act or omission
was a breach of fiduciary responsibility by such fiduciary. This Section 9.7
shall survive the termination of this Agreement.

9.8 The Trustee hereby agrees to hold harmless and indemnify the Company
from and against any liability, loss or expense, including reasonable attorneys
fees which it incurs 

13

to the extent the liability, loss or expense was a direct result of a breach by
the Trustee of a duty specifically allocated to it by the terms of this
Agreement or the Trustee's negligence in carrying out such a duty or to the
extent the Trustee participated knowingly in a breach, or knowingly undertook to
conceal an act or omission of another fiduciary, knowing such act or omission
was a breach of fiduciary responsibility by such fiduciary. This Section 9.8
shall survive the termination of this Agreement.

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

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

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

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

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

9.14 The Trustee shall not be responsible for any delay in performance, or
non-performance, of any obligation hereunder to the extent that the same is due
to forces beyond its reasonable control, including but not limited to delays,
errors or interruptions caused by the Company, the Committee, the Investment
Subcommittee or third parties, any industrial, 

14

juridical, governmental, civil or military action, acts of terrorism,
insurrection or revolution, nuclear fusion, fission or radiation, failure or
fluctuation in electrical power, heat, light, air conditioning or
telecommunications equipment, or acts of God.

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

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

ARTICLE TEN:  GOVERNING LAW

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

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

15

FMC CORPORATION

ATTEST:                           By: /s/ Michael W. Murray
__________________________________

/s/ Lori A. Lenard                Its: Vice President H.R.
_________________________              _________________________________
Lori A. Lenard
Assistant Secretary

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

/s/ Stephen F. Gates
_________________________
Senior Vice President, General Counsel
Secretary
FMC Corporation

THE NORTHERN TRUST COMPANY

ATTEST:                           By: /s/ Curtis Pence
__________________________________

/s/ Ronald Szafranski               
_________________________         Its: Vice President
__________________________________

16

Exhibit 10.6.b

AMENDMENT
TO THE
FMC CORPORATION
DEFINED BENEFIT RETIREMENT TRUST

THIS AGREEMENT is made effective as of the 30th day of April, 2001 by and
between FMC CORPORATION (the "Company"), a Delaware corporation, and THE
NORTHERN TRUST COMPANY, an Illinois corporation of Chicago, Illinois (the
"Trustee");

WHEREAS the Company and the Trustee executed the FMC Corporation Defined
Benefit Retirement Trust (the "Trust") dated the 2nd day of October, 2000; and

WHEREAS the Company and the Trustee desire to amend the Trust pursuant to
Article Eight;

NOW, THEREFORE, the sections of the Trust set forth below are amended as
follows, effective as of May 1, 2001, except as otherwise provided below, but
all other sections of the Trust shall remain in full force and effect.

1.   The following language is hereby inserted into the third paragraph between
"date of this Agreement" and ", all investments and reinvestments thereof":

"or hereafter acquired by the Trustee as Trustee in connection with a Plan
for which this Agreement is adopted as the funding medium,".

2.   The language "the Plan" is hereby replaced with "a Plan" in Sections 1.1,
1.12, 2.1, 9.3 in the sixth line, and 9.6.

3.   The language "the Plan" is hereby replaced with "each Plan" in Sections
1.3, 5.1, 9.3 in the third line, and 9.7.

4.   The sixth line of Section 1.9 is hereby amended to replace "for assuring
that the Plan does not violate any provisions of" with "for assuring that no
Plan violates any provisions of".

5.   Section 1.13 is hereby amended in its entirety as follows:

"1.13 "Plan" means a retirement plan which has been established by the
Company or by a Subsidiary and for which this agreement has been adopted as
the funding medium;".

6.   Effective as of October 2, 2000, Section 1.16 is hereby amended to delete
"Separate Investment Trust Account" and replace it with "Separate Investment
Account".

7.   Section 1.25 is hereby added as follows immediately following Section 1.24:

"1.25 "Company Stock" means common stock of the Company, and common
stock of FMC Technologies, Inc. prior to the date upon which shares of FMC
Technologies, Inc. common stock are no longer "qualifying employer
securities" for purposes of section 407 of ERISA. It shall be the sole
responsibility of the Investment Subcommittee to determine whether the
shares of common stock of FMC Technologies, Inc. are "qualifying employer
securities" under ERISA;".

8.   Section 1.26 is hereby added as follows immediately following Section 1.25:

"1.26  "Plan Account" means the interest of each Plan in the Trust
Fund;".

9.   Section 2.1 is hereby amended to insert the following language between "in
such amounts" and ", at such times":

"(but not exceeding the then value of the Plan Account to which the
distribution is chargeable)".

10.  Section 5.5 is hereby amended in its entirety to read as follows:

"5.5 (a) The Investment Subcommittee shall have the sole investment
responsibility with respect to the retention, sale, purchase or voting of
any Company Stock other than Company Stock which has been allocated to a
Separate Account over which the Investment Subcommittee has delegated
investment responsibility to an Investment Adviser. The Trustee shall have
custody of such Company Stock and shall act with respect thereto as
directed by an Investment Adviser of a Separate Account holding Company
Stock or the Investment Subcommittee with respect to Company Stock in a
Company Stock Account. The Trustee shall not make any investment review of,
consider the propriety of holding or selling, or vote any such Company
Stock. With respect to such Company Stock, the Investment Subcommittee
shall have the investment powers granted to the Trustee by ARTICLE FOUR as
limited by Section 5.1 and Section 5.2 of ARTICLE FIVE, as if all
references therein to the Trustee referred to the Investment Subcommittee.
No provision of this Section 5.5 shall prevent the Trustee from taking any
action with respect to the voting or tender of such Company Stock if the
Trustee determines in its sole discretion that such action is necessary in
order for the Trustee to fulfill its fiduciary responsibilities under
ERISA;

(b) In the event that shares of common stock of the Company held in
the Company Stock Account receive a distribution of common stock of FMC
Technologies, Inc. ("FTI Stock"), such FTI Stock shall be held in a
Separate Investment Account for which the Investment Subcommittee shall
have investment responsibility as provided for in ARTICLE THREE.

2

(c) In the event that the Investment Subcommittee determines that FTI
Stock is no longer a "qualifying employer security" for purposes of section
407 of ERISA, a Company Stock Account composed of investments in FTI Stock
shall become a Separate Investment Account for which the Investment
Subcommittee shall have investment responsibility as provided for in
ARTICLE THREE.

(d) If the Investment Subcommittee or its designee determines to swap
shares of FTI Stock with another trust or to enter into non-market trades,
it shall direct the Trustee with respect to the terms and conditions of
such trades."

11.  The language "the Plan" is hereby replaced with "any Plan" in Sections 9.3
the first line, 9.12 and 9.13.

12.  The fourth line of Section 9.11 is hereby amended in its entirety to read
as follows:

"expenses of administering a Plan or, except as otherwise permitted under
the affected Plan and under"

13.  The following new Article Eleven is hereby added immediately following
Article Ten:

"ARTICLE ELEVEN:  VALUATION AND ALLOCATION

The Trustee shall hold the Trust Fund as a commingled fund or
commingled funds in which each separate Plan shall be deemed to have a
proportionate undivided interest in the fund or funds in which it
participates, except that each fund or asset identified by the Committee as
allocable to a particular Plan Account, herein referred to as an
"identified fund" or "identified asset", and income, appreciation or
depreciation and expenses attributable to a particular Plan Account or to
an identified asset thereof, shall be allocated or charged to that Plan
Account. Contributions shall be designated by the Committee as allocable,
and distributions shall be designated by the Committee as chargeable, to a
particular Plan Account and shall be so allocated or charged. Upon the
direction of the Committee the Trustee shall periodically determine the
value of each Plan Account on such basis as the Trustee and the Committee
shall from time to time agree (considering the fair market value of the
assets initially received from the predecessor trustee or the Company with
respect to the Plan and subsequent contributions and distributions, net
income, net appreciation or depreciation and expenses attributable to the
Plan) and shall render a statement thereof to the Committee within sixty
(60) days after each valuation date."

3

IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment
to be executed and attested by their respective corporate officers effective on
the day and year first written above.

FMC CORPORATION
By:  /s/ Stephen F. Gates
______________________________
Its: Senior Vice President,
General Counsel and
Secretary

ATTEST
/s/ Lori A. Lenard
_________________________
Its:  Assistant Secretary

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

/s/ Steven H. Shapiro
_________________________
Assistant Secretary
FMC Corporation
THE NORTHERN TRUST COMPANY
By:  /s/ M. Curtis Pence
_____________________________
Its: Vice President

ATTEST:

_________________________
Its:  Assistant Secretary

4

PAGE 2
FMC Technologies, Inc.
Quarterly Report
on Form 10-Q for
June 30, 2001

Exhibit 11  Statement re:
-------------
Computation of Diluted Earnings Per Share (Unaudited)
-----------------------------------------------------
(In thousands, except per share data)
-------------------------------------

Three Months Ended      Six Months Ended
June 30, 2001          June 30, 2001
------------------      ----------------

Earnings:
Net income                                  10,247                  1,912
-------                -------

Shares:
Weighted average number of shares
of common stock outstanding                65,000                 65,000
Weighted average additional shares
assuming conversion of stock
options                                     1,180                    680
-------                -------
Shares - diluted basis                   66,180                 65,680
-------                -------

Diluted earnings per share                   $  0.15                $  0.03
=======                =======

Note:  Earnings per share information has not been presented for any periods in
2000 because the capital structure of FMC Technologies, Inc. in 2000 was
not indicative of the Company's current capital structure as a result of
the formation transactions discussed in Note 2 to the Company's June 30,
2001 consolidated financial statements.

PAGE 3
FMC Technologies, Inc.
Quarterly Report
on Form 10-Q for
June 30, 2001

Exhibit 15    Letter re: Unaudited Interim Financial Information
--------------------------------------------------

FMC Technologies, Inc.
Chicago, Illinois

Ladies and Gentlemen:

Re: Registration Statement No. 333-55920 on Form S-1/A and Registration
Statement No. 333-62996 on Form S-8.

With respect to the subject registration statements, we acknowledge our
awareness of the incorporation by reference therein of our report dated  July
31, 2001 related to our review of interim financial information.

Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.

Very truly yours,

KPMG LLP

Chicago, Illinois
August 14, 2001