<PAGE>

                                                                    Exhibit 10.1

                                FMC PUERTO RICO

                        THRIFT AND STOCK PURCHASE PLAN




                          (Effective January 1, 1998)

<PAGE>

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

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
SECTION 1.  ESTABLISHMENT OF THE PLAN.....................................    1

SECTION 2.  ELIGIBILITY AND PARTICIPATION.................................    2
     (a)    Participants..................................................    2
     (b)    Suspension of Active Participation............................    2
     (c)    Termination of Participation..................................    3

SECTION 3.  EMPLOYEE-ELECTED COMPANY CONTRIBUTIONS........................    4
     (a)   Employee-Elected Company Contributions.........................    4
     (b)   Changing the Rate of Employee-Elected Company Contributions....    4
     (c)   Payroll Deductions.............................................    5
     (d)   Investment of Employee-Elected Company Contributions...........    5
     (e)   Transfer of Funds..............................................    5
     (f)   Rollover Amount From Other Plans...............................    6
     (g)   Special Employee Contributions.................................    6

SECTION 4.  COMPANY CONTRIBUTIONS.........................................    9
     (a)   Company Contributions..........................................    9
     (b)   Allocation of Company Contributions and Forfeitures............   10

SECTION 5.  WITHDRAWALS...................................................   11
     (a)    Withdrawals from Special Employee Contributions...............   11
     (b)    Hardship Withdrawals..........................................   11
     (c)    Age 59-1/2 Withdrawals........................................   12
     (d)    Election and Payment of Withdrawals...........................   12
     (e)    Source of Payment.............................................   12
     (f)    Form of Payment and Valuation Date............................   12
     (g)    Limitation on Withdrawals.....................................   13
     (h)    Suspension for Withdrawal.....................................   13

SECTION 6.  LOANS.........................................................   14
     (a)    Terms of Loans................................................   14
     (b)    Limitations on Loans..........................................   14
     (c)    Loan Procedures...............................................   15
     (d)    Repayment of Loans............................................   15

SECTION 7.  VESTING.......................................................   16
     (a)    Five-Year Vesting.............................................   16
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
     (b)    Graded Vesting................................................   16
     (c)    Full Vesting..................................................   16

SECTION 8.  DISTRIBUTABLE INTERESTS AND FORFEITURES.......................   18
     (a)    Plan Benefits.................................................   18
     (b)    Forfeitures...................................................   18

SECTION 9.  FORM OF PLAN BENEFIT..........................................   20
     (a)    Normal Forms of Distribution..................................   20
     (b)    Optional Form of Distribution.................................   20
     (c)    Participant's Election to Receive Cash........................   21
     (d)    Missing Persons...............................................   22
     (e)    Payments to Beneficiary.......................................   22
     (f)    Change of Election............................................   23
     (g)    Foreign Transfers.............................................   24

SECTION 10. CLAIM PROCEDURE...............................................   25
     (a)    Application for Benefits......................................   25
     (b)    Denial of Applications........................................   25

SECTION 11. APPEAL PROCEDURE..............................................   26
     (a)    The Review Panel..............................................   26
     (b)    Requests for a Review.........................................   26
     (c)    Decision on Review............................................   26
     (d)    Rules and Procedures..........................................   27
     (e)    Exhaustion of Remedies........................................   27

SECTION 12. ADMINISTRATION AND OPERATION OF THE PLAN......................   28
     (a)    Administrative Responsibilities...............................   28
     (b)    Appointment of Trustees.......................................   28
     (c)    Delegation of Fiduciary Responsibilities......................   28

SECTION 13. FUNDING OF THE PLAN...........................................   29
     (a)    Funding Policy and Method.....................................   29
     (b)    Public Accountant.............................................   29
     (c)    Basis of Payments to the Plan.................................   29
     (d)    Basis of Payments from the Plan...............................   29
     (e)    Investment of Trust Assets....................................   30

SECTION 14. PARTICIPANTS' ACCOUNTS........................................   31
     (a)    Participants' Accounts........................................   31
     (b)    Rules Relating to Plan Investments and Earnings Adjustments...   31
     (c)    Stock Fund....................................................   32
</TABLE>

                                      ii
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
SECTION 15.  AMENDMENT AND TERMINATION OF THE PLAN........................   34
     (a)     Future of the Plan...........................................   34
     (b)     Amendments...................................................   34
     (c)     Termination of the Plan......................................   34
     (d)     Allocation of Trust Fund Upon Termination....................   35

SECTION 16.  CONTRIBUTION LIMITATIONS.....................................   36
     (a)     Limitation of Allocations....................................   36
     (b)     Anti-Discrimination Limits for Employee-Elected Company
             Contributions................................................   36

SECTION 17.  GENERAL PROVISIONS...........................................   41
     (a)     Plan Mergers.................................................   41
     (b)     No Assignment of Property Rights.............................   41
     (c)     Beneficiary..................................................   42
     (d)     Incapacity...................................................   42
     (e)     Employment Rights............................................   42
     (f)     Voting Rights................................................   42
     (g)     Rights on Tender or Exchange Offer...........................   43
     (h)     Account Statements...........................................   43
     (i)     Choice of Law................................................   44

SECTION 18.  DEFINITIONS..................................................   45

SECTION 19.  EXECUTION....................................................   52
</TABLE>

                                      iii
<PAGE>

                                FMC PUERTO RICO
                        THRIFT AND STOCK PURCHASE PLAN


     SECTION 1.  ESTABLISHMENT OF THE PLAN.
                 -------------------------

     The FMC Puerto Rico Thrift and Stock Purchase Plan is hereby established by
FMC effective January 1, 1998 for the benefit of the Puerto Rico employees of
its Affiliates in Puerto Rico.  The Plan is intended to provide employees of the
Company an opportunity for systematic investment, to strengthen the interest of
employees in the Company and thereby promote the mutual interests of the
Company, its eligible employees and its shareholders, and to provide a measure
of financial security for employees and their beneficiaries.  The Plan is
subject to change to meet applicable rules and regulations of the Puerto Rico
Treasury Department and the United States Department of Labor and for such other
reasons as FMC may determine.

     The Plan intended to qualify is a profit-sharing plan containing a cash or
deferred arrangement under Sections 1165(a) and (e) of the Code and the trust
forming a part hereof is intended to be exempt from taxation under Code Section
1165(a) and, pursuant to Section 1022(i)(1) of ERISA under Section 501(a) of the
United States Internal Revenue Code of 1986.  Certain capitalized terms in the
Plan text are defined in alphabetical order in Section 18.

                                       1
<PAGE>

     SECTION 2.  ELIGIBILITY AND PARTICIPATION.
                 -----------------------------

          (a)  Participants.  Participation in the Plan is voluntary.  An
               ------------
Eligible Employee may elect at any time to participate in the Plan by calling
Thrift Plan Service Centre at Fidelity.  The Regular Compensation of an Eligible
Employee who so elects to participate shall be reduced by an amount equal to the
Dollar Limit, but not more than 10% of his Earnings, which reduced amount shall
be his "Adjusted Regular Compensation."  Such Eligible Employee shall become a
Participant as soon as administratively feasible after enrollment.  If a
Participant terminates employment with the Company, he may elect to continue
participation in the Plan.

          (b)  Suspension of Active Participation.  A Participant's Active
               ----------------------------------
Participation in the Plan shall be suspended during the following periods of
time:

               (i)    Any period during which he continues to be an employee of
     the Company but does not qualify as an Eligible Employee.

               (ii)   Any period for which he does not receive Earnings,
     including (without limitation) any leave of absence without pay.

               (iii)  A period described in Subsection 3(a)(ii) and the last
     sentence of Subsection 5(h) (voluntary discontinuance of Employee-Elected
     Company Contributions).

               (iv)   A period described in Subsection 5(a) relating to periods
     of suspension following withdrawal from the Special Employee Contribution
     Account.

                                       2
<PAGE>

               (v) The period falling between the date when her employment with
     the Company terminates and the date when her participation terminates under
     Subsection 2(c).

          While a Participant's Active Participation is suspended, she shall
neither elect any Employee-Elected Company Contributions nor receive any
allocation of Company Contributions or Forfeitures made with respect to the
period of suspended Active Participation.  Vesting will continue during
suspension and termination periods under (i), (iii), and (iv) above but not
under (v) above.  Vesting will continue only during the first 12 months of a
period under (ii) above, but not thereafter.  The accounts of a Participant
whose Active Participation is suspended shall, subject to Subsection 3(e),
remain invested in the Investment Fund, and shall continue to be credited with
any earnings, appreciation or losses arising with respect thereto.

          (c)  Termination of Participation.  Any Participant shall cease to
               ----------------------------
participate in the Plan as of the date when her entire Plan Benefit has been
distributed or on the date of her death.

                                       3
<PAGE>

     SECTION 3.  EMPLOYEE-ELECTED COMPANY CONTRIBUTIONS.
                 --------------------------------------

          (a)  Employee-Elected Company Contributions.
               --------------------------------------

               (i) Election.  While a Participant's Active Participation is not
                   --------
     suspended he may elect to have contributed to the Trust out of the amount
     of his compensation reduction provided in Subsection 2(a), an "Employee-
     Elected Company Contribution."  A Participant may elect an annual rate of
     Employee-Elected Company Contributions of at least 2% and up to 10% (in
     whole percentages) of his Earnings, but not more than the Dollar Limit per
     Year by filing the prescribed application form with the Company.  No
     Participant shall be permitted to have Employee-Elected Company
     Contributions made under this Plan during any Year that, when aggregated
     with elective deferrals (within the meaning of Code Section 1165(e)(7)(A))
     made under all other plans of the Company during such Year, such
     contributions exceed the Dollar Limit.  Such election shall be effective as
     soon as administratively feasible following the date such election is
     received by the Company or its delegate, shall have no retroactive effect
     and shall remain in force until revoked as provided in Section 3(b).

               (ii) Discontinuance.  A Participant may elect at any time the
                    --------------
     discontinuance of future Employee-Elected Company Contributions in the form
     and manner prescribed by FMC.  Such discontinuance shall become effective
     as soon as administratively feasible following the date such discontinuance
     is received by the Company or its delegate.

          (b)  Changing the Rate of Employee-Elected Company Contributions.
               -----------------------------------------------------------
A Participant may at any time elect to change her rate of Employee-Elected
Company Contributions to any other rate available to her under Subsection 3(a)
above.  Any election under this Subsection 3(b) shall be made in the form and
manner prescribed by the Company

                                       4
<PAGE>

and shall be effective as soon as administratively feasible following the date
such change is received by the Company or its delegate.

          (c)  Payroll Deductions.  Employee-Elected Company Contributions
               ------------------
shall be made only through periodic payroll deductions, unless FMC consents to
another method of payment.  All Employee-Elected Company Contributions withheld
during a calendar month shall be paid to the Trustee as of the earliest date on
which such contributions can reasonably be segregated from the Company's general
assets but no later than the 15th  business day of the month following the month
in which the amounts would have been paid to the Participant in cash but for the
Participant's election pursuant to Subsection 3(a).  The provisions of the
United States Department of Labor Regulations, Section 2510.3-102, are
incorporated herein by reference.

          (d)  Investment of Employee-Elected Company Contributions.  A
               ----------------------------------------------------
Participant's Employee-Elected Company Contributions shall be invested in the
available Investment Funds, as determined in Section 13(e).  A Participant may
change such election prospectively in the form and manner prescribed by the
Company.  Such change shall be effective as soon as administratively feasible
following the date such change is received by the Company or its delegate.

          (e)  Transfer of Funds.  At any time a Participant may elect to
               -----------------
transfer among any of the Investment Funds, except for the Stock Fund, the
entire balance (if any) of her Special Employee Contributions Account, and
Employee-Elected Company Contributions Account then invested in any of such
funds, or any portion of the aggregate balance of those accounts.  Any election
under this Subsection 3(e) shall be made in the form and manner prescribed by
the Company, and such transfer shall be made effective as soon as
administratively feasible following the date such request for transfer is
received by the Company or its delegate.  For purposes of accounting for such a
transfer, the value of the

                                       5
<PAGE>

Participant's balance in the account or portion thereof transferred shall be
determined as of each Valuation Date.

          (f)  Rollover Amount From Other Plans.  An Eligible Employee,
               --------------------------------
regardless of whether she has elected to otherwise participate in the Plan, may
transfer to the Trust Fund amounts from other qualified plans which meet the
requirements of Section 1165(a) of the Code (the "Other Plan"), subject to
refund upon any subsequent contrary determination by the Puerto Rico Treasury
Department.  The procedures approved by FMC shall provide that such a transfer
may be made only if the following conditions are met:

               (i)  the transfer occurs on or before the 60th day following the
     Eligible Employee's receipt of the distribution from the Other Plan; and

               (ii) the amounts transferred are either employer or pre-tax
     employee contributions (or earnings thereon) and/or after-tax contributions
     or earnings thereon that were held in the Other Plan.

          FMC shall develop such procedures, and may require such information
from an Eligible Employee desiring to make such a transfer, as it deems
necessary or desirable to determine that the proposed transfer will meet the
requirements of this Subsection.  Upon approval by FMC or its designate, the
amount transferred shall be deposited in the Trust Fund, and held for the
benefit of the Eligible Employee in an Employee Rollover Contributions Account.
The Employee Rollover Contributions Account  shall share in the earnings and
appreciation of the Investment Fund in which it is invested in accordance with
Subsection 14(b), but shall not share in Company Contributions and Forfeitures.

          (g)  Special Employee Contributions.
               ------------------------------

                                       6
<PAGE>

               (i)    Election.  A Participant who has no currently effective
                      --------
     election of Employee-Elected Company Contributions or who has a currently
     effective election of Employee-Elected Company Contributions equal to the
     Dollar Limit (but no more than 10% of his Earnings) may elect to make
     "Special Employee Contributions."  A Participant may, by filing the
     prescribed application form with the Company, elect a rate of Special
     Employee Contributions of at least 2% (in whole percentages) of his
     Earnings, of up to a percentage that when aggregated with the rate of his
     Employee-Elected Company Contributions will equal 10% of his Earnings.
     Such election shall be made in the form and manner prescribed by the
     Company or its delegate and shall be effective as soon as administratively
     feasible following the date such election form is received by the Company
     or its delegate.

               (ii)   Discontinuance. A Participant may elect at any time in the
                      --------------
     form and manner prescribed by the Company the discontinuance of future
     Special Employee Contributions, effective as soon as administratively
     feasible following the date such request is received by the Company or its
     delegate. The right of a Participant who makes such an election to make
     Special Employee Contributions shall be suspended for a minimum period of
     six (6) months, and thereafter Special Employee Contributions shall be
     resumed as soon as administratively feasible after her election to resume
     Special Employee Contributions is received by the Company or its delegate
     on the prescribed form and manner.

               (iii)  Changing the Rate of Special Employee Contributions.  A
                      ---------------------------------------------------
     Participant may at any time elect to change her rate of Special Employee
     Contributions to any other rate available to her under Subsection 3(g)(i)
     above.  Any election under this Subsection 3(g)(iii) shall be made in the
     form and manner prescribed by the Company and shall be effective as soon as
     administratively feasible following the date the change is received by the
     Company or its delegate.

                                       7
<PAGE>

               (iv) Payroll Deductions.  Special Employee Contributions shall be
                    ------------------
     made only through periodic payroll deductions, unless FMC consents to
     another method of payment.  All Special Employee Contributions withheld
     during a calendar month shall be paid to the Trustee as of the earliest
     date on which such contributions can reasonably be segregated from the
     Company's general assets but not later than the 15/th/ business day of the
     month following the month in which the amounts would have been paid to the
     Participant in cash but for the Participant's election pursuant to
     Subsection 3(g)(1).  The provisions of United States Department of Labor
     Regulations Section 2510.3-102 are incorporated herein by reference.

               (v)  Investment of Special Employee Contributions.  A
                    --------------------------------------------
     Participant's Special Employee Contributions shall be invested in the same
     manner as his Employee-Elected Company Contributions (if any) as elected
     under Subsection 3(d).  If the Participant has no currently effective
     election of Employee-Elected Company Contributions, he may elect to invest
     his Special Employee Contributions in the manner provided in Section 3(d).

                                       8
<PAGE>

     SECTION 4.  COMPANY CONTRIBUTIONS.
                 ---------------------

          (a)  Company Contributions.  For each calendar month, the Company
               ---------------------
shall make a "Company Contribution."  The amount of such contribution shall be
equal to the sum of the percentages, as set forth below, of (i) all Basic
Contributions for such month invested in the Stock Fund, less the Forfeitures
(if any) which are credited against such contribution pursuant to Subsection
8(b), and (ii) all Basic Contributions for such month invested in each
Investment Fund other than in the Stock Fund.  FMC shall determine such
percentages for any Plan Year prior to the beginning of such Plan Year by
applying the following schedule to the ratio of Profits to Average Invested
Capital for the immediately preceding calendar year:


                Basic Contributions Invested in the Stock Fund:
                -----------------------------------------------

        Profits as Percentage of                   Company Contributions
        Average Invested Capital:                    plus Forfeitures:
        ------------------------                     ----------------

Less than 6%                                     30% of Basic Contributions
6% or more but less than 6.5%                    40% of Basic Contributions
6.5% or more but less than 7%                    50% of Basic Contributions
7% or more but less than 7.5%                    60% of Basic Contributions
7.5% or more but less than 8%                    70% of Basic Contributions
8% or more                                       80% of Basic Contributions

                     Basic Contributions Invested in each
                     ------------------------------------
                   Investment Fund except in the Stock Fund:
                   -----------------------------------------

        Profits as Percentage of                   Company Contributions
        Average Invested Capital:                     plus Forfeitures:
        ------------------------                      ----------------

Less than 6%                                     15% of Basic Contributions
6% or more but less than 6.5%                    20% of Basic Contributions
6.5% or more but less than 7%                    25% of Basic Contributions
7% or more but less than 7.5%                    30% of Basic Contributions
7.5% or more but less than 8%                    35% of Basic Contributions
8% or more                                       40% of Basic Contributions

                                       9
<PAGE>

The Company shall communicate the rate of Company Contributions as part of the
first general communication to participants after such rate is determined.

          (b)  Allocation of Company Contributions and Forfeitures.  The
               ---------------------------------------------------
Company Contribution for any calendar month shall be paid to the Trustee as soon
as practicable, and such payment may include advance Company Contributions.  The
Company Contribution, together with any current Forfeitures credited thereto,
but not including any advance Company Contributions, shall be allocated first to
the reinstatement of prior Forfeitures to which reemployed Participants may be
entitled under Subsection 8(b) and second to the payment of administrative
expenses payable out of the Trust Fund.  The balance of such contributions and
current Forfeitures shall be apportioned among the Company Contributions
Accounts of all Participants who elected any Basic Contributions for such month
in the ratio that each Participant's Basic Contributions for such month bears to
the total Basic Contributions made by all Participants for such month.  All
Company Contributions and Forfeitures allocated to Company Contributions
Accounts shall be invested in Stock as part of the Stock Fund.

                                       10
<PAGE>

     SECTION 5.  WITHDRAWALS.
                 -----------

          (a)  Withdrawals from Special Employee Contributions. Any Participant
               -----------------------------------------------
may withdraw for any reason all or part of the balance of her Special Employee
Contributions Account. The right of any Participant who makes such a withdrawal
to make Special Employee Contributions shall be suspended until the first day of
the payroll period coinciding with or next following the date six months after
the first day of the month following the month in which the request to make a
withdrawal is effective.

          (b)  Hardship Withdrawals. A Participant who encounters a "Financial
               --------------------
Hardship," resulting in an immediate and heavy financial need, may withdraw an
amount necessary to satisfy that need, including, all or part of his aggregate
Employee-Elected Company Contributions (excluding any earnings attributable to
such account) not previously withdrawn, but not more than the current value of
those contributions at the time the withdrawal is paid. FMC or its delegate
shall determine whether an event constitutes a Financial Hardship. Subject to
the review procedure described in Section 10, such determination shall be
conclusive and binding on all persons. The following expenditures will be
conclusively considered to be made on account of immediate and heavy financial
need: (i) medical expenses described in Section 1023(aa)(2)(p) of the Code
incurred by the Participant, the Participant's spouse, or any dependent of the
Participant; (ii) purchase (excluding mortgage payments) of a principal
residence for the Participant; (iii) payment of tuition for the next twelve
months of post-secondary education for the Participant, or the Participant's
spouse, children, or dependents; and (iv) expenditures to prevent the eviction
of the Participant from the Participant's principal residence or foreclosure on
the mortgage of the Participant's principal residence. In determining whether a
withdrawal is necessary to satisfy a financial need, FMC may reasonably rely
upon the Participant's representation that the need cannot be met by insurance,
reasonable liquidation of assets (not itself creating a hardship), cessation of
Employee-Elected Company Contributions and Special Employee Contributions, by
obtaining all distributions (other than hardship distributions) and all
nontaxable loans

                                       11
<PAGE>

from the Plan or plans maintained by FMC or any other employer, or by borrowing
from commercial sources on reasonable commercial terms. The Active Participation
of any Participant who makes this hardship withdrawal shall not be suspended,
and the unwithdrawn portions of his Company Contributions Account shall continue
to vest.

          (c)  Age 59-1/2 Withdrawals. A Participant who has attained age
               -----------------------
59-1/2 may withdraw for any reason his entire Special Employee Contributions
Account (if any), his entire Employee-Elected Company Contributions Account, and
his entire Company Contributions Account. A Participant who has an outstanding
loan under Section 6 may not make such a withdrawal except upon repayment of the
loan. Upon such a withdrawal the Participant will not incur any suspension of
Active Participation and will continue to have the right to elect to make
contributions to the Plan in the same manner he had prior to the withdrawal.

          (d)  Election and Payment of Withdrawals. A request to make a
               -----------------------------------
withdrawal, and any election of a source of payment under Subsection 5(e) below,
shall be filed FMC or its delegate in the prescribed manner. A withdrawal
request is effective as soon as administratively feasible after the
Participant's election has been received by FMC or its delegate. A hardship
withdrawal shall be paid as soon as practicable after valuation pursuant to
Subsection 5(f) below, and all other withdrawals shall be paid as soon as
administratively feasible after valuation.

          (e)  Source of Payment. A Participant who, under Subsection 5(a),
               -----------------
withdraws less than the entire value of his Special Employee Contributions
Account, and who has interests in more than one Investment Fund may specify
whether such withdrawal shall be entirely from one fund or from more than one
fund in specified parts.  The withdrawal from such Account shall not exceed the
Participant's aggregate Special Employee Contributions placed in such Account
and not previously withdrawn.

                                       12
<PAGE>

          (f)  Form of Payment and Valuation Date. All withdrawals shall be paid
               ----------------------------------
in cash or in shares of stock. The Participant's interest in the Investment Fund
shall be valued as of the Valuation Date in the month in which such withdrawal
request is effective, as defined in Subsection 5(d).

          (g)  Limitation on Withdrawals. No withdrawal shall be in an amount
               -------------------------
less than the smaller of the entire vested interest or $250.  A withdrawal from
any of the Participant's Accounts shall not include any portion of the Account
which has been loaned to the Participant under Section 6.  No Participant may
make a withdrawal after the Plan is terminated pursuant to Section 15, and no
Participant who has notice that the Plan will be so terminated may make a
withdrawal.

          (h)  Suspension for Withdrawal. The Active Participation of any
               -------------------------
Participant who makes a withdrawal from her Employee Contributions Account under
this Plan shall be suspended for six months, as provided in Subsection 5(a). A
Participant whose Active Participation has been so suspended may resume Active
Participation as soon as administratively feasible after the Participant elects
reinstatement in the manner prescribed by FMC or its delegate.

                                       13
<PAGE>

     SECTION 6.  LOANS.
                 -----

          (a)  Terms of Loans. Any Participant or Beneficiary may borrow from
               --------------
the Plan as provided in this Section 6. (References to Participants in this
Section shall include Beneficiaries).  Loans shall not be made available to
Highly Compensated Employees in an amount greater than the amount made available
to other employees.  The minimum amount that may be borrowed is $1,000, and
higher amounts may be borrowed in multiples of $500.  The maximum amount that
may be borrowed is the lesser of (i) $50,000 (reduced by the highest outstanding
loan balance of that Participant for the prior 12 months) and (ii) 50 per cent
of the Participant's vested Plan Benefit.  The period of repayment for any loan
shall be five (5) years, except that FMC may permit a loan that is used to
purchase a principal residence of the Participant to be repaid over a longer
period.  A Participant may prepay a loan in a lump sum on any date more than
three (3) months after the loan is made.  Each loan shall be secured by the
Participant's Plan Benefit.  For the purposes of determining the portion of a
Participant's Plan Benefit that is distributable by withdrawal or otherwise, and
the portion of a Participant's Accounts that are subject to the allocation of
earnings, appreciation, or depreciation, the amount of a loan will be deducted
from the Participant's accounts in the following order: (i) the Special Employee
Contributions Account (if any), (ii) the Employee-Elected Company Contributions
Account, and (iii) the vested portion of the Company Contributions Account when
the loan is made.  A partial deduction to an account will be allocated according
to the Participant's then current investment election.  Each loan shall bear
interest at a reasonable rate of interest determined by FMC at the time the loan
is made.

          (b)  Limitations on Loans. No loan shall be made to a Participant
               --------------------
who has more than one outstanding loan, who FMC determines to have insufficient
monthly net base pay to repay the loan, who has defaulted on a previous loan
from the Plan, or has borrowed from the Plan within the prior twelve (12)
months.

                                       14
<PAGE>

          (c)  Loan Procedures. A Participant may apply for a loan in the form
               ---------------
and manner prescribed by FMC or its delegate accompanied by any processing fee
established by FMC. A borrowing Participant will be required to sign a
collateral promissory note secured by the Participant's Plan Benefit and will
receive a Federal Truth-In-Lending Disclosure Statement. A Participant's
accounts will be valued on the Valuation Date in which the loan is requested,
and the loan will be disbursed as soon as practicable after that Valuation Date.

          (d)  Repayment of Loans. Each loan will be repaid through payroll
               ------------------
deductions beginning with the first payroll period of the month following the
month in which the loan is disbursed.  If a Participant's employment is
suspended such that the Participant is no longer receiving a paycheck, the
Participant shall make substantially level monthly loan repayments directly to
the Plan.  Monthly loan payments of principal and interest will be credited to
the accounts of a Participant from which deducted in reverse of the order
provided in Subsection 6(a), but allocated among the Investment Funds according
to the Participant's investment election when the repayment is made.  A lump sum
payment will be credited among the Investment Funds in proportion to its
original deduction from those funds.  If a Participant's employment terminates
any outstanding loan balance will be deducted from any distribution of the
Participant's Plan Benefit.

                                       15
<PAGE>

     SECTION 7.  VESTING.
                 -------

          (a)  Five-Year Vesting. A Participant shall become fully vested in his
               -----------------
entire Company Contributions Account when he completes five Years of Service.


          (b)  Graded Vesting. A Participant who is not fully vested under
               --------------
Subsection 7(a) shall become vested in his Company Contributions Account, on the
first day following completion of a given Year of Service in accordance with the
following schedule:


                                                  Percentage of Company
          Years of Service                    Contributions Account Vested
          ----------------                    ----------------------------

            Less than 2                                    0%
         2 but less than 3                                20%
         3 but less than 4                                40%
         4 but less than 5                                60%


          (c)  Full Vesting. Notwithstanding Subsections 7(a) and (b) above,
               ------------
a Participant shall become vested in his entire Company Contributions Account if
one of the following events occurs:

                    (i)  He attains age 55.

                   (ii)  He becomes permanently and totally disabled as
     determined by FMC on the basis of competent medical evidence. Subject to
     the review procedure described in Section 11, such determination shall be
     conclusive and binding upon all persons.

                  (iii)  He dies.

                                       16
<PAGE>

          A Participant shall at all times be vested in his entire Special
Employee Contributions, Employee Rollover Contributions and Employee-Elected
Company Contributions Accounts.

                                       17
<PAGE>

     SECTION 8   DISTRIBUTABLE INTERESTS AND FORFEITURES.
                 ---------------------------------------

          (a)  Plan Benefits. If a Participant's employment with the Company
               -------------
terminates, if he becomes permanently and totally disabled, if he attains age
70- 1/2, or if he elects under Subsection 9(g) to have his Plan Benefit
distributed to him, he will be entitled to receive (i) his entire Special
Employee Contributions Account, (ii) his entire Employee-Elected Company
Contributions Account, (iii) his entire Employee Rollover Contributions Account,
and (iv) the portions (if any) of his Company Contributions Account that are
vested under Section 7 as of the date when such employment terminates.

          (b)  Forfeitures. If a Participant is not entitled to receive 100%
               -----------
of his Company Contributions Account under Subsection 7(a), (b), or (c) on the
date when his employment with the Company terminates, the non-vested portion
shall be forfeited as of such date.  If such Participant is reemployed by the
Company within five (5) years from the date of termination, the forfeited amount
shall be reinstated to his Company Contributions Account and may vest pursuant
to Section 7.  If such Participant terminates his employment with the Company a
second time before he is 100% vested in his Company Contributions Account, the
amount payable from those accounts shall be computed for that account as
follows:

               (i)    Add the amount of the prior payment from the account to
     current balance of the account,

              (ii)   Apply the Participant's current vesting percentage (based
     upon all his Years of Service) to the total obtained in (i) above.

             (iii)   Subtract from the amount obtained in (ii) above the amount
     of the prior payment from the account.

                                       18
<PAGE>

The result is the amount payable to him from that account.  All amounts which
are forfeited during a calendar month shall be debited against the appropriate
Company Contributions Accounts and shall be credited to the Company
Contributions for the calendar month or months next following.  Notwithstanding
the foregoing, if a Participant's termination of employment is due to a
"maternity or paternity leave," then this Subsection 8(b) shall be read by
substituting the number "six (6)" for the number "five (5)" wherever it appears
herein.  For the purposes of this Plan, "maternity or paternity leave" means
termination of employment or absence from work due to the pregnancy of the
Participant, the birth of a child of the Participant, the placement of a child
in connection with the adoption of the child by a Participant, or the caring for
a Participant's child during the period immediately following the child's birth
or placement for adoption.  FMC shall determine, under rules of uniform
application and based on information provided to FMC by the Participant, whether
or not the Participant's termination of employment or absence from work is due
to "maternity or paternity leave."

                                       19
<PAGE>

     SECTION 9   FORM OF PLAN BENEFIT.
                 --------------------

          (a)  Normal Forms of Distribution.
               ----------------------------

               (i)    Lump Sum Payment.  A Participant's Plan Benefit shall be
                      ----------------
     distributed to him (or to his Beneficiary in such Participant dies before
     the Distribution Date), unless an installment distribution is elected
     pursuant to Subsection 9(b)(ii), in the form of a lump sum.  Such
     distribution shall consist of (i) a certificate for whole shares of Stock,
     with a check for any fractional share, representing his vested interest (if
     any) in the Stock Fund, (ii) a check for the value of his interests (if
     any) in the Investment Funds, and (iii) a check for the value of his vested
     interest in the Stock Fund to the extent not previously invested in Stock.

              (ii)    Distribution Date.  A Participant's Plan Benefit shall be
                      -----------------
     distributed to such Participant (or to such Participant's Beneficiary if
     such Participant has died before the Distribution Date) as soon as
     practicable after the Participant's termination of employment, but not
     later than 60 days after the close of the Plan Year in which such
     termination occurs, unless distribution is deferred pursuant to Subsection
     9(b).  Provided, however, that the required beginning date of a
     Participant's Plan's Benefit is the later of (i) the first day of April of
     the Year following the Year in which the Participant attains age 70 1/2 or
     (ii) the Year in which the Participant retires.

          (b)  Optional Form of Distribution.
               -----------------------------

               (i)    Participant's Election to Defer.  With respect to a
                      -------------------------------
     Participant whose employment terminates on or after her 55th birthday or
     whose Plan Benefit is valued at not less than $5,000, the distribution or
     commencement of distribution of the Participant's Plan Benefit (including
     the Participant's share, if any, of the Company Contributions and
     Forfeitures for the Plan Year in which the

                                       20
<PAGE>

     Participant's employment with the Company terminates) will be deferred to
     the later of (i) the first day of April of the Year following the Year in
     which the Participant attains age 70 1/2 or (ii) the Year in which the
     Participant retires unless the Participant elects an immediate distribution
     as provided in Subsection 9(a)(ii). A Participant may so defer a portion of
     the Plan Benefit and receive an immediate distribution of the balance of
     it. Such election must be filed with FMC on the prescribed form before the
     date such employment terminates, before the Participant dies, or before FMC
     determines that the Participant is permanently and totally disabled, as the
     case may be, and shall, except as provided in Subsection 9(f), be
     irrevocable. If such an election is not made properly in accordance with
     this paragraph, the method of payment described in Subsection 9(a)(i) and
     (iii) shall be used.

               (ii) Systematic Withdrawal Payments.  A Participant entitled to
                    ------------------------------
     elect to defer distribution of his Plan Benefit under Subsection 9(b)(i)
     may elect to have the distribution paid in cash over specified period
     (annual, quarterly or monthly) of not more than 20 years. Such election
     must be filed with FMC or its designate upon termination, before the
     Participant dies, or before FMC determines that the Participant is
     permanently and totally disabled, as the case may be, and shall, except as
     provided in Subsection 9(f), be irrevocable. The election shall specify the
     number of payments. If a systematic withdrawal payment election is made,
     the Plan Benefit shall be distributed according to the Participant's
     election as follows: The value of Stock and/or cash to be distributed in
     each payment shall be determined by the value of the Participant's
     investment in the FMC Stock Fund. The amount payable with respect to the
     FMC Stock Fund portion of the payment shall be determined as of the
     Valuation Date immediately preceding the date payment is made.

          (c)  Participant's Election to Receive Cash.  A Participant or
               --------------------------------------
Beneficiary entitled to receive shares of Stock may instead elect to receive a
check for the value of all or part of the Participant's vested interest in the
Stock Fund plus a certificate for whole shares of

                                       21
<PAGE>

Stock representing the balance (if any) of such interest. Any such election
shall be filed with FMC or its designate.

          (d)  Missing Persons. If FMC and the Trustee shall be unable, within
               ---------------
two years after any amount becomes due and payable from the Plan to a
Participant or Beneficiary, to make payment because the identity or whereabouts
of such person cannot be ascertained, FMC may mail a notice by registered mail
to the last known address of such person outlining the following action to be
taken unless such person makes written reply to FMC within 60 days from the
mailing of such notice: FMC may direct that amount and all further benefits with
respect to such person shall be discontinued and all liability for the payment
thereof shall terminate: provided, however, that in the event of the subsequent
reappearance of the Participant or Beneficiary prior to termination of the Plan,
the benefits which were due and payable and which such person missed shall be
paid in a single sum, and the future benefits due such person shall be
reinstated in full. Any benefits discontinued as provided above, including
benefits attributable to Special Employee Contributions, Employee-Elected
Company Contributions, Employee Rollover Contributions, and Company
Contributions, shall be treated as a Forfeiture under Subsection 8(b).

          (e)  Payments to Beneficiary. A Beneficiary entitled to a
               -----------------------
distribution under this Plan may ask that any unpaid Plan Benefit be distributed
by one of the forms of distribution specified in the foregoing provisions of
this Section 9, subject to the approval of FMC and to the following limitations:

               (i) If the distribution of a Participant's Plan Benefit in
     systematic withdrawal payments under Subsection 9(b)(ii) has begun and the
     Participant dies before her entire Plan Benefit has been distributed to
     her, the remaining portion of such interest shall be distributed at least
     as rapidly as under the systematic withdrawal payment method selected as of
     her date of death.

                                       22
<PAGE>

               (ii)  If a Participant dies before she has begun to receive any
     distributions of her Plan Benefit, her death benefit shall be distributed
     to her Beneficiaries within 5 years after her death.

              (iii)  The 5-year distribution requirement of Subsection 9(e)(ii)
     shall not apply to any portion of the deceased Participant's Plan Benefit
     which is payable to or for the benefit of a designated Beneficiary.  For
     purposes of this Subsection 9(e), "designated Beneficiary" shall include
     any person to whom a Participant's Plan Benefit is paid pursuant to
     Subsection 17(c).  In such event, such portion may be distributed in not
     more than systematic withdrawal payment of not more than 20 years, provided
     such distribution begins not later than one (1) year after the date of the
     Participant's death (or such later date as may be prescribed by Treasury
     regulations).

                     Except, however, in the event the Participant's spouse is
     her Beneficiary, the requirement that distributions commence within one
     year of a Participant's death shall not apply. In lieu thereof, such
     distribution must commence no later than the date on which the deceased
     Participant would have attained age seventy and one-half (70 1/2). If the
     surviving spouse dies before the distributions to such spouse begin, then
     the 5-year distribution requirement of Subsection 9(e)(ii) shall apply as
     in the spouse were the Participant.

          (f)  Change of Election. Any Participant (or the Participant's
               ------------------
Beneficiary if the Participant has died) who has made an election to defer
distribution or to receive a systematic withdrawal payment distribution (whether
or not such systematic withdrawal payments have commenced) under Subsections
9(b)(i) or (ii) above, may subsequently elect to have the entire amount then
credited to the Participant's Plan Benefit account distributed immediately in a
lump sum or elect to have installment payments commence in a year earlier than
the year originally elected. Any other type of change in a Participant's or
Beneficiary's

                                       23
<PAGE>

deferral election, including without limitation, the earlier distribution of
part of the amount credited to a Participant's Plan Benefit account, a change
from lump sum payments to installment payments or the postponement of a
distribution or the commencement of installment payments, may be made only with
the approval of FMC.

          (g)  Foreign Transfers. Any Participant who transfers from employment
               -----------------
with the Company to employment with a foreign corporation that is a member of
the Affiliated Group, but is not a participating company in this Plan, shall be
treated as having terminated employment with the Affiliated Group for purposes
of this Section 9 and shall be entitled to a distribution of her Plan Benefit.
Such election may be made at any time on or after the date of the transfer of
employment and before the Participant's death, permanent and total disability,
or actual termination of employment with the Company, and the Participant's
distribution options under this Section 9 shall be determined as of the
effective date of that election.

                                       24
<PAGE>

     SECTION 10   CLAIM PROCEDURE.
                  ---------------

          (a)  Application for Benefits. Any application for benefits under the
               ------------------------
Plan and all inquiries concerning the Plan shall be submitted to FMC at its
corporate office in Chicago. Applications for benefits shall be in writing on
the form prescribed by FMC and shall be signed by the Participant or, in the
case of a benefit payable after the death of the Participant, by the
Participant's Beneficiary.

          (b)  Denial of Applications.  Within a reasonable period of time
               ----------------------
after FMC receives an application, it shall give written notice to the applicant
of its decision on the application. In the event any application for benefits is
denied in whole or in part, FMC shall notify the applicant in writing of the
right to a review of the denial. Such written notice shall set forth, in a
manner calculated to be understood by the applicant, specific reasons for the
denial, specific references to the Plan provisions on which the denial is based,
a description of any information or material necessary to perfect the
application, an explanation of why such material is necessary and an explanation
of the Plan's review procedure.

                                       25
<PAGE>

     SECTION 11   APPEAL PROCEDURE.
                  ----------------

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

          (b)  Requests for a Review. Any person whose application for benefits
               ---------------------
is denied in whole or in part (or the applicant's authorized representative) may
appeal from the denial by submitting to the Review Panel a request for a review
of the application within three months after receiving written notice of the
denial. FMC shall give the applicant or such representative an opportunity to
review pertinent materials (other than legally privileged documents) in
preparing such request for review. The request for review shall be in writing
and addressed as follows: "Review Panel under the FMC Puerto Rico Thrift and
Stock Purchase Plan, 200 East Randolph Drive, Chicago, Illinois 60601." The
request for review shall set forth all of the grounds on which it is based, all
facts in support of the request and any other matters which the applicant deems
pertinent. The Review Panel may require the applicant to submit such additional
facts, documents or other material as it may deem necessary or appropriate in
making its review.

          (c)  Decision on Review. The Review Panel shall act upon each request
               ------------------
for review within 60 days after receipt thereof unless special circumstances
require further time for processing, but in no event shall the decision on
review be rendered more than 120 days after the Review Panel receives the
request for review. The Review Panel shall give prompt, written notice of its
decision to FMC and to the applicant. In the event the Review Panel confirms the
denial of the application for benefits in whole or in part, such notice shall
set forth, in a manner calculated to be understood by the applicant, the
specific reasons for such denial and specific references to the Plan provisions
on which the decision was based.

                                       26
<PAGE>

          (d)  Rules and Procedures. The Review Panel shall establish such rules
               --------------------
and procedures, consistent with ERISA and the Plan, as it may deem necessary or
appropriate in carrying out its responsibilities under this Section 11.

          (e)  Exhaustion of Remedies. No legal or equitable action for benefits
               ----------------------
under the Plan shall be brought unless and until the claimant (i) has submitted
a written application for benefits in accordance with Subsection 10(a), (ii) has
been notified by FMC that the application is denied, (iii) has filed a written
request for a review of the application in accordance with Subsection 11(b)
above, and (iv) has been notified in writing that the Review Panel has affirmed
the denial of the application; provided that legal action may be brought after
the Review Panel has failed to take any action on the claim within the time
prescribed in Subsections 10(b) or 11(c) above.

                                       27
<PAGE>

     SECTION 12   ADMINISTRATION AND OPERATION OF THE PLAN.
                  ----------------------------------------

          (a)  Administrative Responsibilities. FMC is the "plan sponsor" and
               -------------------------------
the "administrator" of the Plan, as such terms are used in ERISA. FMC is the
named fiduciary which has the authority to control and manage the operation and
administration of the Plan. FMC shall make such rules, regulations,
interpretations, and computations and shall take such other action to administer
the Plan as it may deem appropriate, in its sole discretion, and, subject to the
provisions of Section 11, any interpretation of the provisions of the Plan and
any decision on any matter within its discretion as Plan administrator made by
FMC in good faith shall be conclusive and binding on all persons. In
administering the Plan, FMC shall act in a nondiscriminatory manner to the
extent required by Section 1165(a) and related sections of the Code and shall at
all times discharge its duties with respect to the Plan in accordance with the
standards set forth in Section 404(a)(1) of ERISA.

          (b)  Appointment of Trustees. FMC is the named fiduciary which has the
               -----------------------
authority to appoint one or more Trustees to hold all assets of the Plan in
Trust. FMC shall enter into a Trust Agreement with respect to the assets to be
held in trust thereunder with each Trustee it appoints.

          (c)  Delegation of Fiduciary Responsibilities. FMC may engage such
               ----------------------------------------
attorneys, actuaries, accountants and consultants to render advice or to perform
services with regard to its responsibilities under the Plan as it shall
determine to be necessary or appropriate. FMC may designate by written
instrument one or more actuaries, accountants or consultants as fiduciaries to
carry out, where appropriate, its fiduciary responsibilities. FMC's duties and
responsibilities under the Plan shall be carried out by its directors, officers
and employees, acting on behalf of and in the name of FMC in their capacity as
directors, officers, and employees and not as individual fiduciaries. Except as
provided in Subsection 11(a) (Review Panel), no director, officer, or employee
of FMC shall be a fiduciary with respect to the Plan unless he is specifically
so designated and expressly accepts such designation.

                                       28
<PAGE>

     SECTION 13   FUNDING OF THE PLAN.
                  ----------------------


          (a)  Funding Policy and Method.  FMC from time to time shall
               -------------------------
estimate the benefits, withdrawals, and administrative expenses to be paid out
of the Trust Fund in cash during the period for which the estimate is made and
shall also estimate the contributions to be made to the Plan during such period
by Participants and by FMC.  FMC shall inform the Trustee of the estimated cash
needs of and contributions to the Plan during the period for which such
estimates are made.  Such estimates shall be made on an annual, quarterly,
monthly, or other basis, as FMC shall determine.

          (b)  Public Accountant.  FMC shall engage an independent qualified
               -----------------
public accountant to conduct such examinations and to render such opinions as
are required by Section 103(a)(3) of ERISA. FMC in its discretion may remove
and discharge the person so engaged, but in such case it shall engage a
successor independent qualified public accountant to perform such examinations
and to render such opinions.

          (c)  Basis of Payments to the Plan.  Each Participant whose
               -----------------------------
participation is not suspended may elect to have FMC make Employee-Elected
Company Contributions as provided in Section 3. FMC shall make Company
Contributions as provided in Section 4; provided, however, that this obligation
of FMC shall cease when the Plan is terminated. In the case of a partial
termination of the Plan, this obligation shall cease with respect to the
Participants and Beneficiaries who are affected by such partial termination. All
Employee-Elected Company Contributions and all Company Contributions shall be
paid to the Trustee within the periods of time specified herein.

          (d)  Basis of Payments from the Plan.  All benefits and withdrawals
               -------------------------------
payable under the Plan shall be paid by the Trustee pursuant to the directions
of FMC and the terms of the Trust Agreement. The Trustee shall pay all expenses
of the Plan out of the Trust Fund, except that FMC shall pay expenses that
cannot be charged to the Trust under applicable law.

                                       29
<PAGE>

          (e)  Investment of Trust Assets.  The Trustee shall invest in the
               --------------------------
Investment Funds all amounts which are paid to it with respect to the Plan, less
the amount of any administrative expenses payable out of the Trust Fund under
Subsection 13(d) above. Company Contributions shall be invested in the Stock
Fund, and dividends or other earnings attributable thereto shall be allocated
and credited pro rata to shares held by the Participant. Employee-Elected
Company Contributions, the Special Employee Contributions, and the Rollover
Contributions shall be invested in the Investment Funds pursuant to the
directions of the Participants as conveyed to the Trustee by the Company.

               FMC shall have the sole discretion to determine the different
Investment Fund choices to be made available to Participants. Pending investment
in Stock, the Trustee may invest any amounts to be placed in the Stock Fund in
short-term, interest-bearing debt obligations, including (without limitation,
except as stated) savings accounts, certificates of deposit, banker's
acceptances, commercial paper of institutions having a short-term commercial
paper rating of A-1, P-1 for Standards & Poor's and Moody's and United States
Treasury Bills and Notes. The form of such temporary investments shall be that
one directed by FMC.

                                       30
<PAGE>

     SECTION 14   PARTICIPANTS' ACCOUNTS.
                  -----------------------

          (a)  Participants' Accounts.  For each Participant, FMC will
               ----------------------
maintain, where applicable, a Special Employee Contributions Account, an
Employee-Elected Company Contributions Account, a Rollover Contribution Account
and a Company Contributions Account.  Subject to the provisions of Subsection
14(c), the amount of Employee-Elected Company Contributions and Special Employee
Contributions (if any) withheld from Earnings during the Plan Year will be
allocated to each Participant's Employee-Elected Company Contributions Account
and Special Employee Contributions Account as of the end of each calendar month
and the Company Contribution for each Participant for each Plan Year will be
allocated to her Company Contributions Account as of the end of each calendar
month.

          (b)  Rules Relating to Plan Investments and Earnings Adjustments.
               -----------------------------------------------------------
The Investment Funds shall be invested by the Trustee as provided in the Trust
Agreement. Each such fund will be valued at the fair market value thereof as of
the close of business on each Valuation Date before adding Employee-Elected
Company Contributions, Special Employee Contributions, and Employee Rollover
Contributions (if any) thereto as of such date by adding (i) the fair market
value of all securities and contracts held in each such fund, (ii) any accrued
interest or declared dividends on such investments in the Stock Fund not
reflected in (i) above, and (iii) an amount equal to the cash then held in each
such fund; and subtracting therefrom any liabilities of each such fund.
Participants' accounts in each such fund will be adjusted as of the close of
business on each Valuation Date to equal the fair market value of each fund on
that day as determined above.

               Withdrawals shall be made in cash, and distributions shall be
made from each Investment Fund only as of the first day of the month.

               The amount to be paid upon such a withdrawal distribution shall
be based on the value, as determined by FMC, of the Participant's account as of
the Valuation

                                       31
<PAGE>

Date prescribed in Section 5 or 9. If the Plan Benefit is payable in
installments as provided by Section 9(b)(iii), the remaining unpaid balance
shall be revalued as of each Valuation Date preceding the due date of each
installment. The unpaid Plan Benefit shall be a liability of each such fund as
of the Valuation Date prescribed in Section 5 or 9.

          (c)  Stock Fund.  The Trustee shall on a reasonably current basis
               ----------
apply all cash, attributable to the Stock Fund, except any cash needed to
satisfy current cash flow requirements, to the acquisition of Stock of FMC.

                    (i)     As of each Valuation Date, FMC shall allocate any
     net amount contributed to the Company Contributions Account, the Special
     Employee Contributions Account (if any), the Rollover Contributions Account
     and the Employee-Elected Company Contributions Account of each Participant
     for which it was contributed. Such crediting of contributions shall be
     effected initially by posting dollar credits to the appropriate accounts.
     Dollar credits to a Participant's Company Contributions Account, Special
     Employee Contributions Account, Rollover Contribution Account or Employee-
     Elected Company Contributions Account shall (unless and until converted)
     constitute the cash distribution value to her of her share in the
     unassigned assets of the Trust Fund. Such dollar credits, however, shall as
     promptly as practicable after posting thereof (but in no event after such
     Participant's termination of employment) be converted into Stock credits by
     assigning to such account, in substitution for such dollar credits, but
     subject to such conditions regarding distribution as are provided in this
     Plan, shares of Stock upon the basis of the average cost of such shares
     available for this purpose. As soon as convenient, and at least annually,
     FMC in connection with the account statement described in Subsection 17(h),
     shall furnish to each Participant a statement showing the amounts and cost
     basis of Stock assigned and the dollar credits posted to her Special
     Employee Contributions Account (if any), her Company Contributions Account,
     her Rollover Contributions Account and Employee-Elected Company
     Contributions Account, which statement

                                       32
<PAGE>

     shall be cumulative from year to year so that such statement shall show the
     total credit to the Participant's accounts.

               (ii)      Amounts equal (after appropriate adjustment for any
     withholding which may be required by an applicable Puerto Rico tax law) to
     the amounts of dividends on shares of Stock assigned to the Participant's
     Company Contributions Account, Special Employee Contributions Account,
     Rollover Contributions Account, or Employee-Elected Company Contributions
     Account shall be paid to the Trustee during such Plan Year and shall remain
     in the Stock Fund and be credited to her Company Contributions Account,
     Special Employee Contributions Account, Rollover Contributions Account, or
     Employee-Elected Company Contributions Account.  Such crediting shall be
     effected by posting to her account dollar credits which shall be separate
     from but added to the dollar credits resulting from contributions and
     deposits and which shall be convertible into Stock credits as hereinabove
     provided (but in no event after such Participant's termination of
     employment).

                                       33
<PAGE>

     SECTION 15   AMENDMENT AND TERMINATION OF THE PLAN.
                  -------------------------------------

          (a)   Future of the Plan.  FMC expects to continue the Plan
                ------------------
indefinitely. Future conditions, however, cannot be foreseen, and FMC retains
the authority to amend or to terminate the Plan at any time and for any reason.

          (b)   Amendments.  No amendment of the Plan shall (i) reduce the
                ----------
benefit of any Participant accrued under the Plan before such amendment is
adopted or (ii) divert any part of the assets of the Plan to purposes other than
the exclusive purpose of providing benefits to the Participants and
Beneficiaries who have an interest in the Plan and of defraying the reasonable
expenses of administering the Plan and the Trust Fund. For the purposes of this
Section, a Plan amendment which has the effect of eliminating or reducing an
early retirement benefit or eliminating an optional form of benefit (as provided
in Treasury regulations) shall be treated as reducing the benefit of a
Participant accrued under the Plan.

          (c)   Termination of the Plan.  Upon termination of the Plan, no part
               -----------------------
of the Trust Fund shall revert to the Company or be used for or diverted to
purposes other than the exclusive purpose of providing benefits to the
Participants and Beneficiaries who have an interest in the Plan and of defraying
the reasonable expenses of administering the Plan and such termination. Upon
termination of the Plan or upon complete discontinuance of Company
Contributions, each Participant shall become vested in his entire Company
Contributions Account. Upon termination of the Plan, the Trust shall continue
until the Trust Fund has been distributed as provided in Subsection 15(d) below.
Any other provision hereof notwithstanding, the Company shall have no obligation
to continue contributions to the Plan after termination of the Plan. Except as
otherwise provided in ERISA, neither the Company nor any other person shall have
any liability or obligation to provide benefits hereunder after such
termination. Upon such termination, Participants and Beneficiaries shall obtain
benefits solely from the Trust Fund. Upon partial termination of the Plan, this
Subsection 15(c) shall

                                       34
<PAGE>

apply only with respect to such Participants and Beneficiaries as are affected
by such partial termination.

          (d)  Allocation of Trust Fund Upon Termination.  Upon termination of
               -----------------------------------------
the Plan, the interest of each Participant in the Plan shall be distributed to
him as provided herein, subject to Section 403(d)(1) of ERISA.

                                       35
<PAGE>

     SECTION 16   CONTRIBUTION LIMITATIONS.
                  ------------------------

          (a)    Limitation of Allocations.
                 -------------------------

                 At any time in a Year, FMC, in its sole discretion, in
accordance with Section 16(b) to meet anti-discrimination limits, in accordance
with Section 3(a) to meet the Dollar Limit, or for any other reason, may reduce
the maximum percentage at which a Participant may contribute Employee-Elected
Company Contributions to the Plan during the remainder of the Year. To the
extent permitted by the Code and the regulations thereunder, FMC, in its sole
discretion, may (i) reduce the maximum dollar amount which a Participant may
contribute as Employee-Elected Company Contributions instead of or in addition
to limiting the maximum percentage at which such contributions may be made or
(ii) require that a Participant discontinue all Employee-Elected Company
Contributions for the remainder of the Year. Reduction or discontinuance of
Employee-Elected Company Contributions to meet anti-discrimination limits shall
be applied to Highly Compensated Participants in the manner described in
Subsection 16(b) or in any other manner chosen by FMC that does not discriminate
in favor of the Highly Compensated Participants. Any other reduction or
discontinuance shall be applied as FMC determines, on a basis that does not
violate the nondiscrimination rules of the Code. Upon the close of each Year, or
on such earlier date as FMC may determine, any reduction or discontinuance made
pursuant to this Subsection 16(a) shall cease to apply to the Participant until
FMC again determines that a reduction or discontinuance of Employee-Elected
Company Contributions is appropriate pursuant to this Section.

          (b)    Anti-Discrimination Limits for Employee-Elected Company
                 -------------------------------------------------------
Contributions.  Employee-Elected Company Contributions under this Plan are
-------------
intended to be non-discriminatory under Section 1165(e) of the Code. To assure
that discrimination will not occur, Employee-Elected Company Contributions shall
be limited in accordance with this Subsection 16(b). This Section shall be
applied for each Year on the basis of actual Employee-

                                       36
<PAGE>

Elected Company Contributions and Earnings for that year. Thus, each Year
constitutes the "testing period." The following procedure shall be followed:

               (i)    The Employee-Elected Company Contributions of Highly
     Compensated Participants shall be subject to the restrictions of this
     Subsection 16(b).

               (ii)   If the aggregate deferral rate of Highly Compensated
     Participants for a testing period would exceed the maximum deferral rate
     permissible under Subsection (iii), FMC shall reduce the amount deferred
     (or to be deferred) by Highly Compensated Participants so as to cause their
     aggregate deferral rate not to exceed the maximum rate allowable under
     Subsection (iii). FMC shall effect such a reduction by prohibiting
     Employee-Elected Company Contributions by Highly Compensated Participants
     in excess of a specified maximum percentage of Earnings or in excess of the
     Dollar Limit, rather than reducing the Employee-Elected Company
     Contributions of all such Participants proportionately.

               (iii)  The aggregate deferral rate of Highly Compensated
     Participants shall not exceed the aggregate deferral rate of all other
     Participants during the applicable testing period by more than the
     allowable amount set forth in the following table:

<TABLE>
<CAPTION>
         Column I                                                      Column II
If the aggregate deferral rate ("ADR") for the          Then the maximum aggregate deferral
 Non-Highly Compensated Participants is:                rate ("ADR") for Highly Compensated
                                                        Participants is:
<S>                                                     <C>
        Less than 2%                                    2.0 x the Column I ADR

        2% to 8%                                        The Column I ADR + 2%

        More than 8%                                    1.25 x the Column I ADR
</TABLE>

                                       37
<PAGE>

               (iv)  For purposes of this subsection, the "aggregate deferral
rate" during a testing period for a group of Participants shall be the
percentage determined by averaging the deferral rates of each member of the
group. A Participant's deferral rate shall be determined by dividing his
Earnings for the testing period into the sum of his Employee-Elected Company
Contributions with respect to such period. If a Participant who is a "Highly
Compensated Participant" is a participant in any other qualified cash or
deferred arrangement (as defined in Section 1165(e)(2) of the Code) maintained
by FMC, then the deferral rate determined for the Participant under all
qualified cash or deferred arrangements shall be aggregated with the deferral
rate determined for the Participant for purposes of Subsection (iii) above.

               (v)   In the event that this Plan satisfies the requirements of
Section 1165(a)(3) or Section 1165(a)(4) of the Code only if aggregated with one
or more other plans, or if one or more other plans satisfy the requirements of
such sections of the Code only if aggregated with this Plan, then all such plans
shall be treated as a single plan for purposes of the anti-discrimination limits
imposed by this Section 16(b).

               (vi)  If the aggregate deferral rate for Highly Compensated
Participants for the testing period would exceed the maximum aggregate deferral
rate permissible under Subsection (iii) and if the correction mechanism
described in Subsection (ii) cannot operate to effect compliance with the anti-
discrimination limits for any reason, then FMC shall cause a refund to be made
to the appropriate Highly Compensated Participant of amounts previously deferred
during this testing period plus income thereon. FMC shall do this by refunding
the amount of the excess Employee-Elected Company Contributions, determined by
reducing Employee-Elected Company Contributions made on behalf of Highly
Compensated Participants in order of the deferral rates beginning with the
highest of such percentages, to the Highly Compensated Participants. Any
distribution of the adjusted excess Employee-Elected

                                       38
<PAGE>

     Company Contributions will be made to the Highly Compensated Participants
     on the basis of the respective portion of the adjusted excess Employee-
     Elected Company Contributions attributable to each of such employees and
     will be returned to the employees on whose behalf such contributions were
     made. The portion of the adjusted excess Employee-Elected Company
     Contributions attributable to each Highly Compensated Participant is equal
     to:

               (1)  the total Earnings of the Highly Compensated Participant for
          the Year (determined without regard to the above described reduction),
          less

               (2)  the deferral rate of the Highly Compensated Participant for
          the Year (as reduced under the above described procedure) multiplied
          by his or her Earnings for the Plan Year.

FMC shall make appropriate arrangements for payroll withholding (if required)
and for reporting of refunded amounts as taxable income of the affected
Participants. FMC shall take action necessary under this paragraph as soon as
possible after the end of the Plan Year but no later than the end of the first
Year following the Year for which such excess Employee-Elected Company
Contributions were made. The determination of the amount of the income allocable
to excess Employee-Elected Company Contributions to be refunded to Highly
Compensated Participants under this Subsection will be made in accordance to
Article 1165-8(f)(4) of the regulations under the PR-Code.

          Alternatively, to the extent provided in Article 1165-8(f)(3) of the
regulations under PR-Code, FMC may elect or permit the Participant to elect to
treat all or a portion of the amount of excess Employee-Elected Company
Contributions as an amount distributed to the Participant and then contributed
by the Participant to the Plan as Special Employee Contributions. Such
recharacterization shall be made within the first two and one-half (2 1/2)

                                       39
<PAGE>

months following the close of the Year for which such excess Employee-Elected
Company Contributions were made.

                                       40
<PAGE>

     SECTION 17   GENERAL PROVISIONS.
                  -------------------

          (a)  Plan Mergers.  The Plan shall not be merged or consolidated
               ------------
with any other plan, and no assets or liabilities of the Plan shall be
transferred to any other plan, unless each Participant would receive a benefit
immediately after such merger, consolidation or transfer (if the Plan then
terminated) which is equal to or greater than the benefit such Participant would
have been entitled to receive immediately before such merger, consolidation or
transfer (if the Plan had then terminated).

          (b)  No Assignment of Property Rights.  The interest or property
               --------------------------------
rights of any person in the Plan, in the Trust Fund or in any payment to be made
under the Plan shall not be assignable nor be subject to alienation or option,
either by voluntary or involuntary assignment or by operation of law, including
(without limitation) bankruptcy, garnishment, attachment or other creditor's
process, and any act in violation of this Subsection 17(b) shall be void.  This
provision shall not apply to a "qualified domestic relations order" defined in
ERISA Section 206(d).  FMC shall establish a written procedure to determine the
qualified status of domestic relations orders and to administer distributions
under such qualified orders.  Further, to the extent provided under a "qualified
domestic relations order," a former spouse of a Participant shall be treated as
the spouse or surviving spouse for all purposes under the Plan.

          (c)  Beneficiary.  The "Beneficiary" of a Participant shall be the
               -----------
person or persons so designated by such Participant.  Unless it is established
to the satisfaction of FMC that a Participant has no spouse, the spouse cannot
be located, or such other circumstances exist as may be prescribed by Income Tax
Regulations promulgated by the Puerto Rico Secretary of the Treasury, the
designation of a person other than the Participant's spouse as Beneficiary may
be made only with the written consent of the spouse, acknowledging the effect of
the designation and witnessed by a Plan representative or a notary public.  Any
designation which lacks required spousal consent on the date of the
Participant's death shall be void, and

                                       41
<PAGE>

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

          (d)  Incapacity. If, in the opinion of FMC, any person becomes
               ----------
unable to handle properly any property distributable under the Plan, FMC may
make any arrangement for distribution on her behalf that it determines will be
beneficial to her, including (without limitation) distribution to her guardian,
conservator, spouse or dependent.

          (e)  Employment Rights.  Nothing in the plan shall be deemed to give
               -----------------
any person a right to remain in the employ of the Employer or affect any right
of the Affiliated Group to terminate a person's employment with or without
cause.

          (f)  Voting Rights.  Each Participant (or, in the event of her
               -------------
death, her Beneficiary) shall have the right to direct the Trustee as to the
manner in which shares of Stock allocated to her accounts as of the Valuation
Date coinciding with or immediately preceding the record date for an annual or
special stockholders' meeting of FMC are to be voted on each matter brought
before such stockholders' meeting. Before each such meeting of stockholders, FMC
shall cause to be furnished to each Participant (or Beneficiary) a copy of the
proxy solicitation material, together with a form requesting confidential
directions on how such shares of Stock allocated to such Participant's accounts
shall be voted on each such matter. Upon timely receipt of such directions the
Trustee shall on each such matter vote as directed the number of shares
(including fractional shares) of Stock allocated to such Participant's accounts.
The instructions received by the Trustee from Participants shall be held by the
Trustee in confidence and shall not be divulged or released to any person,

                                       42
<PAGE>

including officers or employees of FMC or any member of the Affiliated Group.
The Trustee shall vote all unallocated shares for which it has not received
direction, as directed by the Committee.

          (g)  Rights on Tender or Exchange Offer.  Each Participant (or, in
               ----------------------------------
the event of her death, her Beneficiary) shall have the right, to the extent of
the number of shares of Stock (including fractional shares) allocated to her
accounts as of the Valuation Date coinciding with or immediately preceding a
tender or exchange offer with respect to such shares of Stock, to direct the
Trustee in writing as to the manner in which to respond to the tender or
exchange offer. FMC shall use its best efforts to timely distribute or cause to
be distributed to each Participant (or Beneficiary) such information as will be
distributed to stockholders of FMC in connection with any such tender or
exchange offer. Upon timely receipt of such instructions, the Trustee shall
respond as instructed with respect to such shares of Stock. The instructions
received by the Trustee from Participants shall be held by the Trustee in
confidence and shall not be divulged or released to any person including
officers or employees of FMC or any member of the Affiliated Group. If the
Trustee shall not receive timely instruction from a Participant (or Beneficiary)
as to the manner in which to respond to such a tender or exchange offer, FMC
shall have the right to tender, at its discretion, any unallocated shares of
Stock reflecting a Participant's proportional interest in the Stock for which
the Trustee has received no direction from the Participant. Any consideration
received for stock tendered and sold shall be placed in a separate account in
the Stock Fund until FMC instructs the Trustee as to its further disposition,
and, pending receipt of such instructions, the Trustee may temporarily invest
any cash consideration in accordance with the provisions of Section 13(e).

          (h)  Account Statements.  At least annually, FMC shall furnish for
               ------------------
each Participant an account statement as required by ERISA as of the Valuation
Date preceding the date of such statement.

                                       43
<PAGE>

          (i)  Choice of Law.  The Plan and all rights thereunder shall be
               -------------
interpreted and construed in accordance with ERISA and, to the extent that state
law is not pre-empted by ERISA, the law of the Commonwealth of Puerto Rico.

                                       44
<PAGE>

     SECTION 18   DEFINITIONS.
                  ------------

          (a)  "Active Participation" means a Participant has a currently
                --------------------
effective election of Employee-Elected Company Contributions and is eligible to
receive allocations of Company Contributions and Forfeitures.

          (b)  "Adjusted Regular Compensation" means the Participant's Regular
                -----------------------------
Compensation reduced by an amount equal to the Dollar Limit, but not more than
10% of his Earnings, as provided in Subsection 2(a).

          (c)  "Affiliate" means any corporation, other than FMC, with respect
                ---------
to which at least 50 percent of the total combined voting power of all classes
of stock entitled to vote or not less than 80 percent of the total value of
shares of all classes of stock is owned by:

                    (i)   FMC;

                    (ii)  One or more corporations owned by FMC as described in
     subdivision (i); or

                    (iii) FMC and one or more corporations owned by FMC as
     described in subdivision (i).

          (d)  "Affiliated Group" means (i) FMC and (ii) any corporation
                ----------------
(including an Affiliate) in which FMC and/or one or more Affiliates own either
stock possessing at least 80 percent of the total combined voting power of all
classes of stock entitled to vote or at least 80 percent of the total value of
all shares of all classes of stock.

                                       45
<PAGE>

          (e)  "Aggregate Account" means, with respect to each Participant, the
                -----------------
value of all accounts maintained on behalf of a Participant, whether
attributable to Company or employee contributions.

          (f)  "Average Invested Capital" means the average of the beginning and
                ------------------------
ending balances of stockholders' equity, short-term debt, and long term debt,
all as stated in the consolidated balance sheet in the annual report of FMC, and
the receivable sale facility established in connection with the 1986
recapitalization.

          (g)  "Basic Contributions" means that portion of a Participant's
                -------------------
annualized Employee-Elected Company Contributions and Special Employee
Contributions not in excess of 5% of his Earnings.

          (h)  "Beneficiary" means the person or persons determined pursuant to
                -----------
Subsection 17(c).

          (i)  "Code" means the Puerto Rico Internal Revenue Code of 1994, as it
                ----
may be amended from time to time.

          (j)  "Company" means FMC, and any predecessor companies of FMC and any
                -------
Affiliates which FMC has designated as participating companies with respect to
the Plan and which have accepted participation in the Plan.  The designation of
any Affiliate as a participating company may be subject to such terms and
conditions as FMC may determine.

          (k)  "Company Contributions" means contributions made by FMC under
                ---------------------
Subsection 4(a), but not including Employee-Elected Company Contributions.

                                       46
<PAGE>

          (l)   "Company Contributions Account" means an account maintained for
                 -----------------------------
each Participant to which is allocated her share of Company Contributions and
Forfeitures and all earnings, appreciation or losses attributable thereto.

          (m)ii "Distribution Date" means the date, determined pursuant to
                 -----------------
Subsection 9(c), as of which the distribution of a Plan Benefit is made.

          (n)ii "Dollar Limit" means $8,000 or the maximum amount in effect of
                 ------------
Employee-Elected Company Contributions excludable from the gross income of a
Participant in a given Year as provided in Code Section 1165(e)(7)(A) at any
such time, subject to Sections 16(a) and (b).

          (o)ii "Earnings" means the Participant's total annual income for the
                 --------
current Year, which will be determined during the Year by annualizing the
current rate of pay, and includes sales bonuses and sales commissions earned in
such Year determined without regard to such bonuses and/or commissions for
preceding Years.

          (p)ii "Eligible Employee" means any individual employed by the Company
                 -----------------
that is a bona fide resident of Puerto Rico or performs services primarily in
the Commonwealth of Puerto Rico pursuant to the provisions of ERISA Section
1022(i)(1), provided that there shall be excluded (i) all leased employees,(ii)
any individual whose employment is covered by a collective-bargaining agreement
unless such agreement expressly provides for participation in the Plan by such
employee, (iii) any alien nonresident of Puerto Rico and/or the United States,
and (iv65535 any employee who generally resides outside the United States or
whose principal duties generally are performed outside the United States, as
determined by FMC.

                                       47
<PAGE>

          An individual's status as an Eligible Employee shall be determined by
FMC.  Subject to the review procedure described in Section 11, such
determination shall be conclusive and binding on all persons.

          (q)ii "Employee-Elected Company Contributions" means amounts
                 --------------------------------------
contributed to the Trust as elected by Participants under Subsection 3(b).

          (r)ii "Employee-Elected Company Contributions Account" means an
                 ----------------------------------------------
account maintained for each Participant, and any earnings, appreciation, or
losses attributable thereto.

          (s)ii "Employee Rollover Contributions" means amounts contributed to
                 -------------------------------
the Trust under Subsection 3(f).

          (t)ii "Employee Rollover Contributions Account" means amounts
                 ---------------------------------------
contributed to the trust in accordance with Subsection 3(f), and any earnings,
appreciation, or losses attributable thereto.

          (u)ii "ERISA" means the Employee Retirement Income Security Act of
                 -----
1974, as it may be amended from time to time.

          (v)ii "FMC" means FMC Corporation, a Delaware corporation.
                 ---

          (w)ii "Forfeiture" means the portion (if any) of a Participant's
                 ----------
Company Contributions Account which is forfeited pursuant to Section 8(b) upon
termination of employment.

          (x)ii "Highly Compensated Employee" means any Eligible Employee who is
                 ---------------------------
more highly compensated than two-thirds of all other Eligible Employees.

                                       48
<PAGE>

          (y)ii  "Investment Fund" means each investment fund established by FMC
                  ---------------
as an investment media for the Trust Fund.  FMC shall have discretion in
establishing and terminating such funds as it shall deem appropriate.

          (z)    "Participant" means an Eligible Employee who has elected to
                  -----------
participate in the Plan as provided in Subsection 2(a) or who has transferred to
the Trust a Rollover Contribution pursuant to Subsection 3(f).

          (aa)ii "Plan" means the FMC Puerto Rico Thrift and Stock Purchase
                  ----
Plan, as it may be amended from time to time.

          (bb)ii "Plan Benefit" means the aggregate of any distributions from a
                  ------------
Participant's Special Employee Contributions Account, Employee-Elected Company
Contributions Account, and Company Contributions Account, to which she becomes
entitled under Section 8(a) upon termination of employment or upon becoming
permanently and totally disabled.

          (cc)ii "Plan Year" means a period of 12 consecutive months beginning
                  ---------
on January 1/st/.

          (dd)   "Profits" means the sum of consolidated net income of FMC and
                  -------
the after-tax cost of interest on all short-term and long-term debt of FMC all
as stated in its annual report, plus the costs associated with the receivable
sale facility established in connection with the 1986 recapitalization. To the
extent authorized by FMC there shall be excluded from "Profits" all losses,
income or gain resulting from discontinued operations, disposal of discontinued
operations, extraordinary items and changes in accounting practices.

          (ee)   "Regular Compensation" means the Participant's total annual
                 --------------------
income for the Year including base salary, overtime pay, administrative,
discretionary and sales bonuses,

                                       49
<PAGE>

and sales commissions earned in such Year. Regular Compensation does not include
expatriate premiums, awards, moving expense allowances, or other special
payments.

          (ff) "Special Employee Contributions" means employee contributions
                ------------------------------
made under Subsection 3(g).

          (gg) "Special Employee Contributions Account" means an account
                --------------------------------------
maintained for each Participant to which is credited all of her Special Employee
Contributions and any earnings, appreciation, or losses attributable thereto.

          (hh) "Stock" means the common stock of FMC.
                -----

          (ii) "Stock Fund" means an investment fund established and maintained
                ----------
by the Trustee as part of the Trust Fund.  Any contributions to the Plan placed
in the Stock Fund, and all dividends, other earnings and appreciation
attributable thereto, shall be invested only in Stock.

          (jj) "Trust" means the trust established by the Trust Agreement.
                -----
"Trust Agreement" means the trust agreement or agreements, as amended from time
to time, entered into by FMC and the Trustee pursuant to Subsection 12(b).
"Trustee" means the trustee or trustees at any time appointed by FMC pursuant to
Subsection 12(b).  "Trust Fund" means the trust fund established and maintained
by the Trustee to hold all assets of the Plan pursuant to the Trust Agreement.

          (kk) "Valuation Date" means the date as of which the Trustee shall
                --------------
determine the value of the assets in the Trust Fund for purposes of determining
the value of each Participant's account, which shall be each business day in
accordance with the rules applied in a consistent and uniform basis.

          (ll)  "Year" means a calendar year.
                 ----

                                       50
<PAGE>

          (mm)  "Year of Service" means calendar months of employment by the
                 ---------------
Company (including any interruption of employment up to 12 months) divided by
12.  A partial month shall be counted as a whole month, and any fractional Year
of Service shall be ignored.  "Year of Service" shall not include (i) any period
in excess of 12 months for which the individual does not receive Earnings,
including (without limitation) any leave of absence without pay or (ii) any
other interruption of employment in excess of 12 months.

                                       51
<PAGE>

     SECTION 19.  EXECUTION.
                  ----------

     To record the adoption of the Plan to read as set forth herein, FMC
Corporation has caused its authorized officer to execute the same the 5th day of
January , 1998.

                                               FMC CORPORATION



                                               By: /s/ David J. Kostelansky
                                                   ------------------------
                                                   Director, Benefits and
                                                   Information Technology

                                       52