<PAGE>

                                                                    Exhibit 10.1

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


                                FMC PUERTO RICO

                          SAVINGS AND INVESTMENT PLAN





           (As Amended and Restated Effective as of January 1, 2000)








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                               TABLE OF CONTENTS
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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.       PRE-TAX CONTRIBUTIONS.....................................................................        4
   (a)               Pre-Tax Contributions.................................................................        4
   (b)               Changing the Rate of Pre-Tax Contributions............................................        4
   (c)               Payroll Deductions....................................................................        5
   (d)               Investment of Pre-Tax Contributions...................................................        5
   (e)               Transfer of Funds.....................................................................        5
   (f)               Rollover Amount From Other Plans......................................................        6
   (g)               After-Tax Contributions...............................................................        6

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

SECTION 5.       WITHDRAWALS...............................................................................       10
   (a)               Withdrawals from After-Tax Contributions..............................................       10
   (b)               Hardship Withdrawals..................................................................       10
   (c)               Age 59-1/2Withdrawals.................................................................       10
   (d)               Election and Payment of Withdrawals...................................................       11
   (e)               Source of Payment.....................................................................       11
   (f)               Form of Payment and Valuation Date....................................................       11
   (g)               Limitation on Withdrawals.............................................................       11
   (h)               Suspension for Withdrawal.............................................................       11
   (i)               Direct Rollover Option................................................................       12

SECTION 6.       LOANS.....................................................................................       13
   (a)               Terms of Loans........................................................................       13
   (b)               Limitations on Loans..................................................................       13
   (c)               Loan Procedures.......................................................................       13
   (d)               Repayment of Loans....................................................................       14

SECTION 7.       VESTING...................................................................................       15
   (a)               Five-Year Vesting.....................................................................       15
   (b)               Graded Vesting........................................................................       15
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   (c)               Full Vesting...........................................................................       15

SECTION 8.       DISTRIBUTABLE INTERESTS AND FORFEITURES....................................................       17
   (a)               Plan Benefits..........................................................................       17
   (b)               Forfeitures............................................................................       17

SECTION 9.       FORM OF PLAN BENEFIT.......................................................................       19
   (a)               Normal Forms of Distribution...........................................................       19
   (b)               Optional Form of Distribution..........................................................       20
   (c)               Additional Distribution Events.........................................................       21
   (d)               Missing Persons........................................................................       21
   (e)               Payments to Beneficiary................................................................       22
   (f)               Change of Election.....................................................................       23

SECTION 10.      CLAIM PROCEDURE............................................................................       24
   (a)               Application for Benefits...............................................................       24
   (b)               Decision of Administrator..............................................................       24

SECTION 11.      APPEAL PROCEDURE...........................................................................       25
   (a)               The Review Panel.......................................................................       25
   (b)               Requests for a Review..................................................................       25
   (c)               Decision on Review.....................................................................       25
   (d)               Rules and Procedures...................................................................       26
   (e)               Exhaustion of Remedies.................................................................       26

SECTION 12.      FIDUCIARIES................................................................................       27
   (a)               Named Fiduciaries......................................................................       27
   (b)               Employment of Advisers.................................................................       28
   (c)               Multiple Fiduciary Capacities..........................................................       28
   (d)               Payment of Expenses....................................................................       28
   (e)               Indemnification........................................................................       28

SECTION 13.      PLAN ADMINISTRATION........................................................................       30
   (a)           Powers, Duties and Responsibilities of the
                 Administrator and the Committee............................................................       30
   (b)           Investment Powers, Duties and Responsibilities
                 of the Administrator and the Committee.....................................................       31
   (c)                Investment of Accounts................................................................       31
   (d)                Valuation of Accounts.................................................................       32
   (e)                Compensation..........................................................................       33
   (f)                Delegation of Responsibility..........................................................       33
   (g)                Committee Members.....................................................................       33
   (h)                Appointments of Trustee...............................................................       34
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   SECTION 14.   FUNDING OF THE PLAN..........................................................................   35
      (a)             Funding Policy and Method...............................................................   35
      (b)             Public Accountant.......................................................................   35
      (c)             Basis of Payments to the Plan...........................................................   35
      (d)             Basis of Payments from the Plan.........................................................   35
      (e)             Investment of Trust Assets..............................................................   36

   SECTION 15.   PARTICIPANTS' ACCOUNTS.......................................................................   37
   (a)                Participants' Accounts..................................................................   37

   SECTION 16.   AMENDMENT AND TERMINATION OF THE PLAN........................................................   38
      (a)             Future of the Plan......................................................................   38
      (b)             Amendments..............................................................................   38
      (c)             Termination of the Plan.................................................................   38
      (d)             Allocation of Trust Fund Upon Termination...............................................   39

   SECTION 17.   NONDISCRIMINATION REQUIREMENTS...............................................................   40
      (a)             Nondiscrimination Requirements..........................................................   40
      (b)             Nondiscrimination Test for Pre-Tax Contributions........................................   41
      (c)             Leveling Method.........................................................................   43
      (d)             Income Allocable to Excess Deferrals....................................................   43

   SECTION 18.   GENERAL PROVISIONS...........................................................................   47
      (a)             Plan Mergers............................................................................   47
      (b)             No Assignment of Property Rights........................................................   47
      (c)             Beneficiary.............................................................................   47
      (d)             Incapacity..............................................................................   48
      (e)             Employment Rights.......................................................................   48
      (f)             Voting Rights...........................................................................   48
      (g)             Rights on Tender or Exchange Offer......................................................   49
      (h)             Account Statements......................................................................   49
      (i)             Choice of Law...........................................................................   50
      (j)             Participation in the Plan by an Affiliate...............................................   50

   SECTION 19.   DEFINITIONS..................................................................................   51

   SECTION 20.   EXECUTION....................................................................................   59
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                                      iii

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                                FMC PUERTO RICO
                          SAVINGS AND INVESTMENT PLAN


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


     The Plan was established by the Company effective January 1, 1998 as the
FMC Puerto Rico Thrift and Stock Purchase Plan for the benefit of its employees
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 the Company
may determine. This document is an amendment and restatement of the Plan
generally effective as of January 1, 2000 and changes the name of the Plan to
the FMC Puerto Rico Savings and Investment Plan.

     The Plan is intended to qualify as 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>

1.   SECTION ELIGIBILITY AND PARTICIPATION.
             -----------------------------

          (a)  Participants.  Participation in the Plan is voluntary.  An
               ------------
Employee becomes a Participant as of the date the Employee satisfies all of the
following requirements: (i) the Employee is an Eligible Employee; (ii) the
Employee is either (1) a permanent, full-time Employee, (2) is a permanent,
part-time employee eligible for benefits, or (3) has completed at least 1,000
hours of service in a 12-month period beginning on the date on which he or she
is first entitled to payment from the Company or an Affiliate of the Company for
the performance of duties; (iii) the Employee has filed with the Administrator a
form on which the Participant makes a contribution election; and (iv) the
Employee's election has become effective according to the uniform and
nondiscriminatory rules established by the Administrator. In place of a form,
the Administrator may substitute a telephonic or electronic means of enrollment.
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 Regular Compensation, which reduced amount shall be his "Adjusted Regular
Compensation." Such Eligible Employee shall become a Participant as soon as
administratively feasible after enrollment.

          (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 Regular
     Compensation 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 Pre-Tax
     Contributions);

                                       2

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               (iv)   a period described in Subsection 5(a) relating to periods
     of suspension following withdrawal from the After-Tax Contribution Account;
     and

               (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 Pre-Tax 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>

2.       SECTION   PRE-TAX CONTRIBUTIONS.
                   ---------------------

               (a)  Pre-Tax 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), a "Pre-Tax Contribution." A Participant may elect an
         annual rate of Pre-Tax Contributions of at least 2% and up to 10% (in
         whole percentages) of his Regular Compensation, but not more than the
         Dollar Limit per Year by filing the prescribed application form with
         the Administrator. In place of a form, the Administrator may substitute
         a telephonic or electronic means of election. No Participant shall be
         permitted to have Pre-Tax 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 Administrator,
         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 Pre-Tax Contributions in the form
         and manner prescribed by the Administrator. Such discontinuance shall
         become effective as soon as administratively feasible following the
         date such discontinuance is received by the Administrator.

               (b)   Changing the Rate of Pre-Tax Contributions.  A Participant
                     ------------------------------------------
may at any time elect to change her rate of Pre-Tax 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
Administrator and shall be effective as soon as administratively feasible
following the date such change is received by the Administrator.

                                       4
<PAGE>

          (c)       Payroll Deductions. Pre-Tax Contributions shall be made
                    ------------------
only through periodic payroll deductions, unless the Company or its delegate
consents to another method of payment. All Pre-Tax 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 15/th/ business day of the month following the
month in which the amounts would have been paid to the Participant 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 Pre-Tax Contributions.  A Participant's
                    -----------------------------------
Pre-Tax Contributions shall be invested in the available Investment Funds, as
determined in Section 13(c). A Participant may change such election
prospectively in the form and manner prescribed by the Administrator. Such
change shall be effective as soon as administratively feasible following the
date such change is received by the Administrator.

          (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 After-Tax Contributions Account, and Pre-Tax
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 Administrator, and such
transfer shall be made effective as soon as administratively feasible following
the date such request for transfer is received by the Administrator. For
purposes of accounting for such a transfer, the value of the Participant's
balance in the account or portion thereof transferred shall be determined as of
each Valuation Date. Participant may transfer the entire balance (if any) of her
After-Tax Contributions Account and Pre-Tax Contributions, or any portion of the
aggregate balance of those accounts in to the Stock Fund at any time, but
transfers of such accounts out of the Stock Fund are subject to the restrictions
of Section 13(c)(iii) hereof.

                                       5
<PAGE>

          (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 the Administrator 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.

               The Administrator 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 the Administrator,
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(e), but shall not share in Company Contributions and Forfeitures.

          (g)  After-Tax Contributions.
               -----------------------

                    (i)  Election. A Participant who has no currently effective
                         --------
     election of Pre-Tax Contributions or who has a currently effective election
     of Pre-Tax Contributions equal to the Dollar Limit (but no more than 10% of
     his Regular Compensation may elect to make "After-Tax Contributions." A
     Participant may, by

                                       6
<PAGE>

     filing the prescribed application form with the Administrator, elect a rate
     of After-Tax Contributions of at least 2% (in whole percentages) of his
     Regular Compensation, of up to 10% and that when aggregated with the rate
     of his Pre-Tax Contributions cannot together total more than 20% of his
     Regular Compensation. Such election shall be made in the form and manner
     prescribed by the Administrator (including telephonically or electronically
     if so authorized by the Administrator), and shall be effective as soon as
     administratively feasible following the date such election form is received
     by the Administrator.

               (ii)    Discontinuance. A Participant may elect at any time in
                       --------------
     the form and manner prescribed by the Administrator the discontinuance of
     future Pre-Tax Contributions, effective as soon as administratively
     feasible following the date such request is received by the Administrator.

               (iii)   Changing the Rate of After-Tax Contributions. A
                       --------------------------------------------
     Participant may at any time elect to change her rate of After-Tax
     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 Administrator (including telephonically
     or electronically, if so authorized by the Administrator), and shall be
     effective as soon as administratively feasible following the date the
     change is received by the Administrator.

               (iv)    Payroll Deductions. After-Tax Contributions shall be made
                       ------------------
     only through periodic payroll deductions, unless the Company or its
     delegate consents to another method of payment. All After-Tax 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 but for the Participant's election pursuant to Subsection
     3(g)(1).

                                       7
<PAGE>

     The provisions of United States Department of Labor Regulations Section
     2510.3-102 are incorporated herein by reference.

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

                                       8
<PAGE>

3.   SECTION   COMPANY CONTRIBUTIONS.
               ---------------------


          (i)  Company Contributions.  For each contribution period as defined
               ---------------------
in Subsection (b) below, the Company shall make a "Company Contribution" equal
to: the applicable percentage of all Basic Contributions made for such
contribution period invested in the Stock Fund, plus the applicable percentage
of all Basic Contributions made for such contribution period invested in each
Investment Fund other than in the Stock Fund, less any Forfeitures credited
against the Company Contribution for that contribution period. No Company
Contributions will be made with respect to Supplemental Contributions. The
Administrator shall determine the applicable percentages for any Plan Year prior
to the beginning of such Plan Year.

               It is currently anticipated that the applicable percentage will
be different for Basic Contributions invested in the Stock Fund than for Basic
Contributions invested in Other Investment Funds.

               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. The Company Contribution
               -----------------------------------
for any contribution period shall be paid to the Trustee as soon as practicable,
(but no later than the due date (including extensions) of the Company's income
tax return for the fiscal year of the Company ending with or within the Plan
Year). The Company Contribution shall be apportioned among the Company
Contributions Accounts of all Participants who elected any Basic Contributions
for such contribution period by multiplying the Participant's Basic
Contributions for such contribution period by the applicable percentages
determined for the Participant, as described above. All Company Contributions
and Forfeitures allocated to Company Contributions Accounts shall be invested in
the Stock Fund, and shall be subject to the restrictions detailed in Section
13(c)(iii) hereof. The contribution period is each calendar month.

                                       9
<PAGE>

4.   SECTION WITHDRAWALS.
             -----------

        (a)    Withdrawals from After-Tax Contributions.  Any Participant may
               ----------------------------------------
withdraw for any reason all or part of the balance of her After-Tax
Contributions Account.

        (i)    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 Pre-Tax 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. The Administrator 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: 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;
purchase (excluding mortgage payments) of a principal residence for the
Participant; payment of tuition for the next twelve months of post-secondary
education for the Participant, or the Participant's spouse, children, or
dependents; 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; and (v) expenses incurred for the funeral of
a member of the Participant's immediate family. In determining whether a
withdrawal is necessary to satisfy a financial need, the Administrator 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) or, cessation of Pre-Tax Contributions and After-Tax Contributions.

        (b)    Age 59-1/2 Withdrawals. A Participant who has attained age 59-
               ----------------------
1/2 may withdraw for any reason his entire After-Tax Contributions Account (if
any), his entire Pre-Tax Contributions Account, and his entire Company
Contributions Account. Except as provided in Subsection (h) below, upon such a
withdrawal the Participant will not incur any suspension of

                                       10
<PAGE>

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.


          (c)  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 with the Administrator in the prescribed manner which may include
telephonic or electronic procedures. A withdrawal request is effective as soon
as administratively feasible after the Participant's election has been received
by the Administrator.


          (d)  Source of Payment. A Participant who, under Subsection 5(a),
               -----------------
withdraws less than the entire value of his After-Tax 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 After-Tax Contributions placed in such Account and not
previously withdrawn.


          (e)  Form of Payment and Valuation Date. All withdrawals shall be paid
               ----------------------------------
in cash or in shares of stock, as elected by the Participant. 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).


          (f)  Limitation on Withdrawals. No hardship withdrawal shall be in an
               -------------------------
amount less than $500. 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.


          (g)  Suspension for Withdrawal. The Active Participation of any
               -------------------------
Participant who makes a withdrawal from her Pre-Tax Contributions Account under
this Plan shall be suspended for twelve months. A Participant whose Active
Participation has been so suspended

                                       11
<PAGE>

may resume Active Participation as soon as administratively feasible after the
Participant elects reinstatement in the manner prescribed by the Administrator.


          (h)  Direct Rollover Option. Notwithstanding any provision of the
               ----------------------
Plan to the contrary that would otherwise limit a Participant's election under
this Subsection 5(i), a Participant, may elect, at the time and manner
prescribed by the Administrator, to have his total Plan Benefits paid directly
to a retirement plan which is qualified under Section 1165(a) of the Code that
accepts the Participant's rollover or into an individual retirement account
described in Code Section 1169(a).

                                       12
<PAGE>

5.   SECTION   LOANS.
               -----


          (i)  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. The
maximum amount that may be borrowed is the lesser of $50,000 (reduced by the
highest outstanding loan balance of that Participant for the prior 12 months)
and 50 per cent of the Participant's vested Plan Benefit. The period of
repayment for any loan shall be no longer than five (5) years. 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: the After-Tax Contributions Account (if any),
the Pre-Tax Contributions Account, and 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 the Committee or its delegate at the time the loan is made.


          (b)  Limitations on Loans. No loan shall be made to a Participant
               --------------------
who has more than two outstanding loans, who the Committee or its delegate
determines to have insufficient monthly net base pay to repay the loan or, in
the discretion of the Committee, who has defaulted on a previous loan from the
Plan.


          (c)  Loan Procedures. A Participant may apply for a loan in the form
               ---------------
and manner prescribed by the Administrator. A borrowing Participant will be
required to sign a collateral promissory note secured by the Participant's Plan
Benefit and will receive a Federal

                                       13
<PAGE>

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. All fees and
expenses incurred in connection with a loan obligation of the Participant will
be borne solely by the Participant's Account.


          (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. A
Participant's loan repayments will, at his or her request, be suspended during
the time he or she is absent as a result of qualifying military service (as
determined under the United States Uniformed Services Employment and
Reemployment Rights Act). 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 must be repaid or the loan will be in
default and the outstanding loan balance will be deducted from any distribution
of the Participant's Plan Benefit, resulting in a taxable distribution to the
Participant. Notwithstanding the above, the Committee (or the delegate) may, in
its sole discretion, allow terminated Participants to continue to repay loans
under such uniform and nondiscriminatory rules as the Committee (or its
delegate) determines, where the Participant has been terminated due to a
transaction or a permanent reduction in force.

                                       14
<PAGE>

6.   SECTION   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%
              -----------------                             ---


          (a)  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 while employed by the Company or
     one of its Affiliates;


                    (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 while employed by the Company or one of its
     Affiliates;

                                       15
<PAGE>

                    (iv)     he ceases to be an Employee because of a permanent
     shut down of a single site of employment or of one or more facilities
     operating units within a single site of employment; or


                    (v)      he is employed by the Company or one of its
     Affiliates involved in a transaction and the Committee, in its discretion,
     fully vests the Participant in connection with the transaction.


          (b)  A Participant shall at all times be vested in his entire After-
Tax Contributions, Employee Rollover Contributions and Pre-Tax Contributions
Accounts.


          (c)  If a Participant is hired by the Company or one of its
Affiliates as a result of an acquisition, the Committee (or its delegate) may,
in its discretion, give the Participant and all other Participants hired under
the same circumstances as a result of the same acquisition, credit for service
with a prior employer for purposes of vesting.

                                       16
<PAGE>

2.   SECTION       DISTRIBUTABLE INTERESTS AND FORFEITURES.
                   ---------------------------------------


          (i)      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 his entire After-Tax
Contributions Account, his entire Pre-Tax Contributions Account, his entire
Employee Rollover Contributions Account, and (iv) the portions (if any) of his
Company Contributions Account that are vested under Section 7 as soon as
administratively feasible after 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; and


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

                                       17
<PAGE>

The result is the amount payable to him from that account. All amounts which are
forfeited during a calendar month will be used to pay the administrative
expenses of the Plan in the following order: Trustee's fees, communications to
Participants, nondiscrimination testing, qualified domestic relations order
administration, enrollment fees, required minimum distribution fees, auditors'
fees, consulting and legal fees and other similar administrative expenses. Any
remaining forfeitures during a month will be debited against the appropriate
Company Contribution Account, and credited toward the Company's obligation to
make Company Contributions in succeeding months. Any remaining forfeitures
during a month will be used to pay fees associated with Participant
communications to Participants involved in an acquisition or divestiture and
Participant account adjustments, as determined by the Committee or its delegate.
While awaiting allocation, until such time as the Company applies forfeitures to
the purposes described above, they will be invested in a default fund selected
by the Company. 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. The Committee
shall determine, under rules of uniform application and based on information
provided to the Committee by the Participant, whether or not the Participant's
termination of employment or absence from work is due to "maternity or paternity
leave."

                                       18
<PAGE>

3.   SECTION 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 if 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 a check for the value of his interests (if
     any) in the Stock Fund, or, if the Participant elects to receive stock, a
     certificate for whole shares of Stock, with a check for any fractional
     share, representing his vested interest (if any) in the Stock Fund, a check
     for the value of his interests (if any) in the Investment Funds, and 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 a Participant must begin to receive his or
     her benefit no later than his or her "Required Beginning Date." The
     Required Beginning Date of a Participant who reaches age 70 1/2 on or after
     January 1, 2000 is April 1 of the Year following the Year in which the
     Participant reaches age 70 1/2 or, if later, retires. The required
     beginning date of a Participant who reaches age 70 1/2 before January 1,
     2000, is April 1 of the Year following the Year in which the Participant
     attains age 70 1/2 . Notwithstanding the above, if a Participant is a 5%
     owner for the Plan Year ending in the Year in which he reaches age 70 1/2,
     his Required Beginning Date is April 1 of the following Year, and he cannot
     defer distribution until after he retires.

                                       19
<PAGE>

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


                    (i)  Participant's Election to Defer. With respect to a
                         -------------------------------
     Participant whose employment terminates and whose Plan Benefit is valued at
     $5,000 or more, 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
     Participant's employment with the Company terminates) will be deferred to
     the later of (i) the Participant's Required Beginning Date; 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 .


               (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 the Company or its designate upon termination, before the Participant dies,
or before the Committee 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.


               (iii) Valuation Date. The Plan Benefit of a Participant who
                     --------------
makes an election to defer distribution or to receive a systematic withdrawal
payment under
                                       20
<PAGE>

     Subsections 9(b)(i) or (ii) above, shall remain invested in the Trust Fund
     in the manner selected under Subsection 13(c) and shall be subject to the
     earnings and appreciation or depreciation applicable thereto until the
     Valuation Date preceding the final distribution designated by the
     Participant.

          (c)  Additional Distribution Events. A Participant is eligible to
               ------------------------------
receive a lump sum distribution of his or her account under any of the sets of
circumstances described below.

                    (i)    The Plan is terminated and another defined
     contribution plan is not established in its place. Neither an employee
     stock ownership plan nor a simplified employee pension plan counts as
     another defined contribution plan for this purpose.

                    (ii)   A participating Employer that is a corporation
     disposes of substantially all of the assets used in a trade or business to
     an unrelated corporation, and the Participating Employer continues to
     maintain this Plan after the disposition. In such a case, only Employees
     who continue employment with the corporation acquiring the assets may
     receive lump sum distribution.

                    (iii)  A Participating Employer that is a corporation
     disposes of its interest in a subsidiary to an unrelated entity, and the
     Participating Employer continues to maintain this Plan. In such a case,
     only Employees who continue employment with the subsidiary may receive a
     lump sum distribution.

          (d)  Missing Persons. If the Administrator 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, the Administrator may mail a
notice by registered mail to the last known address of

                                       21
<PAGE>

such person outlining the following action to be taken unless such person makes
written reply to the Administrator within 60 days from the mailing of such
notice: The Administrator 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 After-Tax Contributions, Pre-Tax 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 the Committee 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.

                    (ii)   If a Participant dies before she has begun to receive
     any distributions of her Plan Benefit, her Plan 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),

                                       22
<PAGE>

     "designated Beneficiary" shall include any person to whom a Participant's
     Plan Benefit is paid pursuant to Subsection 18(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 if 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 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 before distributions have begun.

                                       23
<PAGE>

4    SECTION CLAIM PROCEDURE.
             ---------------

          (a)  Application for Benefits. Any application for benefits under the
               ------------------------
Plan and all inquiries concerning the Plan shall be submitted to the
Administrator at such address as may be announced to Participant from time to
time. Applications for benefits shall be in writing on the form prescribed by
the Administrator 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)  Decision of Administrator. The Administrator shall give written
               -------------------------
notice of its decision or any application to the applicant within 90 days. If
special circumstances require a longr period of time, the Administrator shall so
notify the applicant within 90 days, and give written notice of its decision to
the applicant within 180 days after receiving the application. In the event any
application for benefits is denied in whole or in part, the Administrator 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.

                                       24
<PAGE>

5    SECTION APPEAL PROCEDURE.
             ----------------

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

          (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. The Administrator 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
Savings and Investment 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 the Administrator 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 is based.

                                       25
<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.

          (i)  Exhaustion of Remedies. No legal or equitable action for benefits
               ----------------------
under the Plan shall be brought unless and until the claimant has submitted a
written application for benefits in accordance with Subsection 10(a), has been
notified by the Administrator that the application is denied, has filed a
written request for a review of the application in accordance with Subsection
11(b) above, and 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.

                                       26
<PAGE>

6      SECTION FIDUCIARIES
               -----------

          (a)  Named Fiduciaries.
               -----------------

(i)    The Company is the Plan sponsor and a "named fiduciary," as that term is
       defined in ERISA Section 402(a)(2), with respect to control over and
       management of the Plan's assets only to the extent that it (a) delegates
       it's authorities and duties as "plan administrator" (as defined under
       ERISA) to FMC or the Committee; and (b) continually monitors the
       performance of FMC or the Committee.

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

(iii)  The Trustee in a "named fiduciary" of the Plan, as that term is defined
       in ERISA Section 402(a)(2), with authority to manage and control all
       Trust assets, except to the extent that authority is allocated under the
       Plan and Trust to the Administrator or is delegated to an Investment
       Manager, an insurance company, or the Plan Participants at the direction
       of the Administrator or the Committee.

(iv)   The Company, the Committee, FMC, the Administrator and Trustee are the
       only named fiduciaries of the Plan.

                                       27
<PAGE>

          (b)       Employment of Advisers
                    ----------------------

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

          (c)       Multiple Fiduciary Capacities
                    -----------------------------

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

          (d)       Payment of Expenses
                    -------------------

               All Plan expenses, including expenses of the Administrator, the
Committee, the Trustee, any investment manager and any insurance company, will
be paid by the Trust Fund, unless a Participating Employer elects to pay some or
all of those expenses. All or a portion of the recordkeeping costs or charges
imposed or incurred (if any) in maintaining the Plan will be charged on a per
capita basis to the Account of each Participant. In addition, all charges
imposed or incurred (if any) for an Investment Fund or a transfer between
Investment Funds will be charged to the Account of the Participant directing
that investment. In addition, all charges imposed or incurred for a Participant
loan will be charged to the Account of the Participant requesting the loan.

          (e)       Indemnification
                    ---------------

               To the extent not prohibited by the law of the Commonwealth of
Puerto Rico or federal law, each Participating Employer agrees to, and will
indemnify and save harmless the Administrator, any past, present, additional or
replacement member of the Committee, and

                                       28
<PAGE>

any other Employee, officer or director of that Participating Employer, from all
claims for liability, loss, damage (including payment of expenses to defend
against any such claim) fees, fines, taxes, interest, penalties and expenses
which result from any exercise or failure to exercise any responsibilities with
respect to the Plan, other than willful misconduct or willful failure to act.

                                       29
<PAGE>

7.     SECTION PLAN ADMINISTRATION
               -------------------

          (a)            Powers, Duties and Responsibilities of the
                         ------------------------------------------
                         Administrator and the Committee
                         -------------------------------


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

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

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

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

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

(vi)   The Administrator and the Committee will exercise all of their
       responsibilities in a uniform and nondiscriminatory manner.

                                       30
<PAGE>

               (b)       Investment Powers, Duties and Responsibilities of the
                         -----------------------------------------------------
                         Administrator and the Committee
                         -------------------------------


(i)      The Administrator and the Committee have the power to make and deal
         with any investment of the Trust in any manner it deems advisable and
         which is consistent with the Plan.

(ii)           The Administrator and the Committee will establish and carry out
         a funding policy and methods consistent with the objectives of the Plan
         and the requirements of ERISA.

               (c)       Investment of Accounts
                         ----------------------


(i)      The Administrator or, as delegated by the Administrator, the Committee,
         may establish such different Investment Funds as it from time to time
         determines to be necessary or advisable for the investment of
         Participants' Accounts, including Investment Funds pursuant to which
         Accounts can be invested in "qualifying employer securities," as
         defined in Part 4 of Title I of ERISA. Each Investment Fund will have
         the investment objective or objectives established by the Administrator
         or Committee. Except to the extent investment responsibility is
         expressly reserved in another person, the Administrator or the
         Committee, in its sole discretion, will determine what percentage of
         the Plan assets is to be invested in qualifying employer securities.
         The percentage designated by the Administrator can exceed ten percent
         of the Plan's assets, up to a maximum of all of the Plan's assets.

(ii)     Except as provided in Subsection (c)(iii), the Administrator or, as
         delegated by the Administrator, the Committee, may in its sole
         discretion permit Participants to determine the portion of their
         Accounts that will be invested in each Investment Fund. The

                                       31
<PAGE>

         frequency with which a Participant may change his or her investment
         election concerning future Pre-Tax Contributions or his or her existing
         Account will be governed by uniform, nondiscriminatory rules
         established by the Administrator or the Committee. Except for amounts
         governed by Subsection (c)(iii) below, the Plan is intended to comply
         with and be governed by Section 404(c) of ERISA.

(iii)    Notwithstanding Subsection (c)(ii), Company Contributions must be
         invested in the Stock Fund, and may not be invested in any other
         Investment Fund. Also notwithstanding Subsection (b), a Participant may
         transfer amounts out of the Stock Fund only if he or she is at least 55
         years old, and no more frequently than once per year. Effective October
         1, 1999, a Participant may transfer Basic Contributions out of the
         Stock Fund only if he or she is at least 50 years old, and no more
         frequently than once per year. Also, effective October 1, 1999, a
         Participant may transfer supplemental contributions (employee
         contributions to the Plan that are not matched) and Rollover
         Contributions Out of the Stock Fund as frequently as he may transfer
         out of any other Investment Fund.

               (d)       Valuation of Accounts
                         ---------------------


                     A Participant's Accounts will be revalued at fair market
value on each Valuation Date. On each Valuation Date, the earnings and losses of
the Trust will be allocated to each Participant's Account in the ratio that his
or her total Account Balance bears to all Account Balances. Notwithstanding the
foregoing, if the Administrator or Committee establishes Investment Funds
pursuant to Subsection (c) above, the earnings and losses of the particular
Investment Funds will be allocated in the ratio that the portion of each
Participant's account invested in a particular Investment Fund bears to the
total amount invested in that fund. If and to the extent the rules of any
Investment Fund require a different valuation, those rules will be applied.

                                       32
<PAGE>

               (e)       Compensation
                         -------------

                      Each person providing services to the Plan will be paid
such reasonable compensation as is from time to time agreed upon between the
Company and that service provider, and will have his, her or its expenses
reimbursed. Notwithstanding the foregoing, no person who is an Employee will be
paid any compensation for his or her services to the Plan.

               (f)       Delegation of Responsibility
                         ----------------------------

                    The Administrator and the Committee may designate by written
instrument one or more actuaries, accountants or consultants as fiduciaries to
carry out, where appropriate, their administrative responsibilities, including
their fiduciary duties. The Committee may from time to time allocate or delegate
to any subcommittee, member of the Committee and others, not necessarily
employees of the Company, any of its duties relative to compliance with ERISA,
administration of the Plan and other related matters, including those involving
the exercise of discretion. The Company's duties and responsibilities under the
Plan will be carried out by its directors, officers and employees, acting on
behalf of and in the name of the Company in their capacities as directors,
officers and employees, and not as individual fiduciaries. No director, officer
or employee of the Company will be a fiduciary with respect to the Plan unless
he or she is specifically so designated and expressly accepts such designation.

               (g)       Committee Members
                         -----------------

                    The Committee will consist of at least three people, who
need not be directors, and will be appointed by the Chief Executive Officer of
FMC. Any Committee member may resign and the Chief Executive Officer may remove
any Committee member, with or without cause, at any time. A majority of the
members of the Committee will constitute a quorum for the transaction of
business, and the act of a majority of the Committee members at a

                                       33
<PAGE>

meeting at which a quorum is present will be an act of the Committee. The
Committee can act by written consent signed by all of its members. Any member of
the Committee who is an Employee cannot receive compensation for his or her
services for the Committee. No Committee member will be entitled to act on or
decide any matter relating solely to his or her status as a Participant.

               (h)       Appointments of Trustee
                         -----------------------


                    The Committee or its authorized delegate will appoint the
Trustee and either may remove it. The Trustee accepts its appointment by
executing the trust agreement. A Trustee will be subject to direction by the
Committee or its authorized delegate or, to the extent specified by the Company,
by an investment manager or other funding agent, and will have the degree of
discretion to manage and control Plan assets specified in the trust agreement.
Neither the Administrator nor the Committee, nor any other Plan fiduciary will
be liable for any act or omission to act of a Trustee, as to duties delegated to
the Trustee. Any Trustee appointed under this Section 13 will be an institution.

                                       34
<PAGE>

8.  SECTION FUNDING OF THE PLAN.
    ---------------------------

          (a)    Funding Policy and Method. The Committee or its authorized
                 -------------------------
delegate 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 the Company.
The Committee or its authorized delegate 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 the Committee or its authorized delegate
shall determine.

          (b)    Public Accountant. The Committee or its authorized delegate
                 -----------------
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. The Committee or its authorized delegate 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 the Company make Pre-Tax
Contributions as provided in Section 3. The Company shall make Company
Contributions as provided in Section 4; provided, however, that this obligation
of the Company 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
Pre-Tax 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 the Administrator or the

                                       35
<PAGE>

Committee and the terms of the Trust Agreement. The Trustee shall pay all
expenses of the Plan out of the Trust Fund, except to the extent paid by the
Participating Companies.

          (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 14(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. Pre-Tax Contributions,
the After-Tax 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 Administrator.

                 The Committee 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 the Administrator or, as delegated by the
Administrator, the Committee.

                                       36
<PAGE>

9.  SECTION PARTICIPANTS' ACCOUNTS.
            ----------------------

          (a)    Participants' Accounts. For each Participant, the Company will
                 ----------------------
maintain, where applicable, an After-Tax Contributions Account, a Pre-Tax
Contributions Account, a Rollover Contribution Account and a Company
Contributions Account. The amount of Pre-Tax Contributions and After-Tax
Contributions (if any) withheld from the Participant's Regular Compensation
during the Plan Year will be allocated to each Participant's Pre-Tax
Contributions Account and After-Tax 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.

                                       37
<PAGE>

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

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

          (i)    Amendments. No amendment of the Plan shall reduce the benefit
                 ----------
of any Participant accrued under the Plan before such amendment is adopted or
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.

          (b)    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 16(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 16(c) shall apply only with respect to such Participants and
Beneficiaries as are affected by such partial termination.

                                       38
<PAGE>

(c)              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.

                                       39
<PAGE>

11.  SECTION NONDISCRIMINATION REQUIREMENTS.
             ------------------------------

          (a)    Nondiscrimination Requirements
                 ------------------------------

                 For purposes of this Section, the terms listed below shall have
the meaning indicated below, except as otherwise defined in Section 19:

     (1)ADP: A fraction, the numerator of which is the amount of the
        ---
     contribution actually paid on behalf of the Participant (A) to the
     Participant's Pre-Tax Contributions Account (including Excess Deferrals of
     Highly Compensated Employees, but excluding Excess Deferrals of Lower Paid
     Employees that arise solely from Elective Deferrals made under the Plan or
     other plans of the Company) and, (B) to the extent so elected by the
     Company, to the Participant's vested Company Contribution Account for the
     Plan Year and the denominator of which is the Participant's Regular
     Compensation for the Plan Year. The ADP for any group of Participants is
     equivalent to the average of the ADPs of all Participants in that group.

     If two or more plans which include cash or deferred arrangements are
     considered one plan for purposes of the nondiscrimination requirements of
     Section 1165(e)(4) of the Code or the eligibility requirements of Section
     1165(a)(3) of the Code, the cash or deferred arrangements included in such
     plans shall be treated as one plan for purposes of determining the ADP. In
     the event any Highly Compensated Employee participates under two or more
     cash or deferred arrangements, all such cash or deferred arrangements shall
     be treated as one cash or deferred arrangement for purposes of determining
     the ADP with respect to such Employee.

     (2)Elective Deferral: With respect to any Participant, the sum of (A) any
        -----------------
        employer contribution under a qualified cash or deferred arrangement (as
        defined in

                                       40
<PAGE>

     Section 1165(e) of the Code) to the extent not includible in gross income
     for the taxable year under Section 1165(e) of the Code.

     (3) Excess Contributions: With respect to any Plan Year, the excess of: (A)
         --------------------
     the aggregate amount of Pre-Tax Contributions and to the extent elected by
     the Employer, vested Company Contributions actually paid over to the Trust
     on behalf of Highly Compensated Employees who are Participants for such
     Plan Year, over (B) the maximum amount of such contributions permitted as
     determined under Subsection (b) (determined by reducing Pre-Tax
     Contributions made on behalf of Highly Compensated Employees in order of
     ADP beginning with the highest ADP, as set forth in Subsection (b)).

     (4) Excess Deferral: The amount of a Participant's Elective Deferrals in
         ---------------
     excess of the lesser of: 10% of the Participant's Regular Compensation or
     $8,000 (or the maximum amount in effect pursuant to Section 1165(e)(7)(A)
     of the Code). Excess Deferrals, together with any income allocable to such
     deferrals, may be distributed from the Plan pursuant to a uniform and
     nondiscriminatory procedure established by the Company. A Participant may
     assign to the Plan any Excess Deferrals made during the taxable year of the
     Participant by notifying the Plan Administrator on or before February 15
     following the close of the year in which the Excess Deferrals were made of
     the amount of Excess Deferrals to be assigned to the Plan. A Participant is
     deemed to notify the Plan Administrator of any Excess Deferrals that arise
     by taking into account only those Excess Deferrals made to the Plan and any
     other plans of the Employer.

     (5) Lower Paid Employees: Employers who are eligible to participate in the
         --------------------
     Plan and who are not Highly Compensated Employees.

               (b)  Nondiscrimination Test for Pre-Tax Contributions. In no
                    ------------------------------------------------
event may the ADP of the Highly Compensated Employees who are Participants
exceed:

                                       41
<PAGE>

     (1) 2 times the ADP of the Lower Paid Employees who are Participants, if
         the Lower Paid Employees' ADP is less than or equal to 2%;

     (2) the ADP of the Lower Paid Employees who are Participants plus 2%, if
         the Lower Paid Employees' ADP is greater than 2% but less than 8%; or

     (3) 1.25 times the ADP of the Lower Paid Employees who are Participants, if
         the Lower Paid Employees' ADP is 8% or more ("ADP Requirement").

                    In the event Excess Contributions exist after the
determination of the ADP Requirement, the amount, if any, of such Excess
Contributions for such Plan Year shall generally be distributed, together with
any income allocable to such contributions, within two and one-half (2 1/2)
months after the end of the Plan Year, to Participants on whose behalf such
Excess Contributions were made for such Plan Year, but in no event shall such
Excess Contributions and income be distributed later than the end of the Plan
Year following the Plan Year in which such Excess Contributions were made.

                    Distribution of Excess Contributions, if any, for any Plan
Year shall be made to Highly Compensated Employees who are Participants by
leveling the highest ADP in accordance with Subsection (c) until the
nondiscrimination test set forth in the first sentence of this Subsection is
met. Notwithstanding the foregoing, the Company may amend or revoke its salary
deferral agreements with Highly Compensated Employees who are Participants to
the extent necessary to ensure compliance with the ADP Requirement or to ensure
that no more than $8,000 (or the maximum amount in effect pursuant to Section
1165(e)(7)(A) of the Code), is deferred by any Participant for any taxable year
of the Participant.

                    Alternatively, to the extent provided in Article 1165-
8(F)(3) of the regulations issued under the Code, the Company may elect or
permit the Participant to elect to treat all or a portion of the Excess
Contributions as an amount distributed to the Participant and

                                       42
<PAGE>

the contributed by the Participant to the Plan as a After-Tax Contribution. Such
recharacterization must be made within the first 2 1/2 months following the
close of the year for which such Excess Contributions were made.

               (c)  Leveling Method. The amount of Excess Contributions for a
                    ---------------
Highly Compensated Employee for a Plan Year is to be determined by the following
leveling method, under which the ADP of the Highly Compensated Employee with the
highest ADP is reduced to the extent required to:

     (1) Enable the arrangement to satisfy the ADP test or

     (2) Cause such Highly Compensated Employee's ADP to equal the ratio of the
     Highly Compensated Employee with the next highest ADP.

This process must be repeated until the Plan satisfies the ADP test. For each
Highly Compensated Employee, the amount of Excess Contributions is equal to the
total Pre-Tax Contributions and to the extent elected by the Company, vested
Company Contributions, on behalf of the Highly Compensated Employee (determined
prior to the application of this Subsection (c)) minus the amount determined by
multiplying the Highly Compensated Employee's ADP (determined after application
of this subparagraph) by the Participant's Regular Compensation used in
determining such ratio.

               (d)       Income Allocable to Excess Deferrals
                         ------------------------------------

     (1) Income Allocable to Excess Deferrals. The income allocable to Excess
         ------------------------------------
     Deferrals is equal to the sum of the allocable gain or loss for the taxable
     year of the respective Participant and the allocable gain or loss for the
     period following the end of such taxable year until the date of the
     corrective distribution (the "gap period"). Income allocable to Excess
     Deferrals shall be computed by either

                                       43
<PAGE>

          (A)  using a reasonable method which does not discriminate in favor of
          Highly Compensated Employees, is used consistently for all
          Participants and for all corrective distributions under the Plan for
          the taxable year, and is used by the Plan for allocating income among
          the accounts of Participants; or

          (B)  multiplying the income for the taxable year and for the gap
          period which is allocable either to Pre-Tax Contributions or vested
          Company Contributions elected by the Company to be included in the
          numerator of the ADP, by a fraction -

          (ii)   the numerator of which is the Excess Deferrals by the
                 Participant for the taxable year, and

          (iii)  the denominator of which is equal to the sum of

                 (I)  as of the beginning of the taxable year, the Participant's
Pre-Tax Contribution Account, plus

          (II) for the taxable year and the gap period, the Participant's Pre-
          Tax Contributions.

     The income allocable to Excess Deferrals for the gap period may be
     calculated by multiplying ten percent (10%) of the income allocable to
     Excess Deferrals for the taxable year determined in accordance with
     subparagraph (B) of this Subsection 17(d)(1) (without taking into account
     income or contributions for the gap period), by the number of calendar
     months that have elapsed since the end of the taxable year. For the purpose
     of determining the number of calendar months that have elapsed since the
     end of the taxable

                                       44
<PAGE>

     year, a corrective distribution made on or before the fifteenth day of the
     month shall be treated as made on the last day of the preceding month and a
     distribution made after the fifteenth day of the month shall be treated as
     made on the first day of the next month.

     (2) Income Allocable to Excess Contributions. The income allocable to
         ----------------------------------------
     Excess Contributions is equal to the sum of the allocable gain or loss for
     the Plan Year and the allocable gain or loss for the gap period. Income
     allocable to Excess Contributions shall be computed by either

               (A) using a reasonable method which does not discriminate in
               favor of Highly Compensated Employees, is used consistently for
               all Participants and for all corrective distributions under the
               Plan for the Plan Year, and is used by the Plan for allocating
               income among the accounts of Participants; or

               (B) multiplying the income for the Plan Year and for the gap
               period which is allocable to Pre-Tax Contributions and vested
               Company Contributions to the extent elected by the Company to be
               included in the numerator of the ADP, by a fraction -

               (i)    the numerator of which is the Excess Contributions for the
                      Participant for the Plan Year, and

               (ii)   the denominator of which is equal to the sum of

               (I) as of the beginning of the Plan Year, the Participant's Pre-
               Tax Contributions Account and that portion of the Participant's
               vested Company Contribution Account attributable to vested
               Company Contributions elected by the Company to be included in
               the numerator at the ADP, plus

                                       45
<PAGE>

               (II) for the Plan Year and the gap period, the Participant's Pre-
               Tax Contributions and vested Company Contributions elected by the
               Company to be included in the numerator of the ADP.

     The income allocable to Excess Contributions for the gap period may be
     calculated by multiplying ten percent (10%) of the income allocable to
     Excess Contributions for the Plan Year determined in accordance with
     Subparagraph (B) of this Subsection 17(d)(2) (without taking into account
     income or contributions for the gap period), by the number of calendar
     months that have elapsed since the end of the Plan Year. For the purpose of
     determining the number of calendar months that have elapsed since the end
     of the Plan Year, a corrective distribution made on or before the fifteenth
     day of the month shall be treated as made on the last day of the preceding
     month and a distribution made after the fifteenth day of the month shall be
     treated as made on the first day of the next month.

                                       46
<PAGE>

18.  SECTION  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). The Administrator 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 the Administrator 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 and/or the United States Department of Labor, 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

                                       47
<PAGE>

date of the Participant's death shall be void, and 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 the Administrator and is received by it prior to the Participant's
death.

          (d)  Incapacity. If, in the opinion of the Administrator, any person
               ----------
becomes unable to handle properly any property distributable under the Plan, the
Administrator 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 Company or affect any right of
the Company 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

                                       48
<PAGE>

be divulged or released to any person, including officers or employees of FMC or
an affiliate. The Trustee shall vote all unallocated shares for which it has not
received direction, as directed by FMC or its delegate.

(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 an Affiliate. 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
the Committee 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, the Company shall furnish
               ------------------
for each Participant an account statement as required by ERISA as of the
Valuation Date preceding the date of such statement.

                                       49
<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.

          (j)  Participation in the Plan by an Affiliate. With the consent of
               -----------------------------------------
the Board, any Affiliate, by appropriate action of its board of directors, a
general partner or the sole proprietor, as the case may be may adopt the Plan.

                                       50
<PAGE>

19.                      SECTION  DEFINITIONS.
                                  -----------

          (a)  "Active Participation" means a Participant has a currently
                --------------------
effective election of Pre-Tax 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 Regular Compensation, as provided in Subsection 2(a).

          (c)  "Affiliate" means any corporation, partnership, or other entity
                ---------
that is:

               (i)  a member of a controlled group of corporations of which the
     Company is a member (as described in Section 414(b) of the United States
     Internal Revenue Code (the "US-Code");

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

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

     (iv) an entity required to be aggregated with the Company pursuant to U.S.
     Treasury Regulations promulgated under Section 414(o) of the US-Code.

          (d)  "After-Tax Contributions" means employee contributions made under
                -----------------------
Subsection 3(g).

                                       51
<PAGE>

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

          (f)  "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.

          (g)  "Basic Contributions" means that portion of a Participant's
                -------------------
annualized Pre-Tax Contributions and After-Tax Contributions not in excess of 5%
of his Regular Compensation.

          (h)  "Beneficiary" means the person or persons determined pursuant to
                -----------
Subsection 18(c).

          (i)  "Board" means the Board of Directors of the Company.
                -----

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

          (k)  "Committee" means the FMC Corporation Employee Welfare Benefits
                ---------
Plan Committee as described in Section 13(g), its authorized delegate and any
successor the FMC Corporation Employee Welfare Benefits Plan Committee.

          (l)  "Company" means FMC International AG and any successor to it.
                -------

          (m)  "Company Contributions" means contributions made by the Company
                ---------------------
under Subsection 4(a), but not including Pre-Tax Contributions and After-Tax
Contributions.

                                       52
<PAGE>

          (n)  "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.

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

          (p)  "Dollar Limit" means $8,000 or the maximum amount in effect of
                ------------
Pre-Tax 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 Section 17.

          (I)  "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 all leased employees, any
individual whose employment is covered by a collective-bargaining agreement
unless such agreement expressly provides for participation in the Plan by such
employee, any alien nonresident of Puerto Rico and/or the United States, any
employee who is an active participant in the FMC Corporation Savings and
Investment Plan and any employee who generally resides outside Puerto Rico or
whose principal duties generally are performed outside Puerto Rico, as
determined by the Administrator.

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

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

                                       53
<PAGE>

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

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

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

          (u)  "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.

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

          (w)  "Investment Fund" means each investment fund established by the
                ---------------
Administrator or its delegate as an investment media for the Trust Fund. The
Administrator or its delegate shall have discretion in establishing and
terminating such funds as it shall deem appropriate.

          (x)  "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).

          (y)  "Participating Employer" means the Company and each other
                ----------------------
Affiliate that adopts the Plan with the consent of the Board, as provided in
Section 18(j).

                                       54
<PAGE>

          (z)  "Plan" means the FMC Puerto Rico Savings and Investment Plan
                ----
(previously known as the FMC Puerto Rico Thrift and Stock Purchase Plan for
periods prior to January 1, 2000), as it may be amended from time to time.

          (aa) "Plan Benefit" means the aggregate of any distributions from a
               ------------
Participant's After-Tax Contributions Account, Pre-Tax Contributions Account,
Company Contributions Account, and Rollover Contribution Account to which she
becomes entitled under Section 8(a) upon termination of employment or upon
becoming permanently and totally disabled.

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

          (cc) "Pre-Tax Contributions" means amounts contributed to the Trust
                ---------------------
as elected by Participants under Subsection 3(a).

          (dd) "Pre-Tax Contributions Account" means an account maintained for
                -----------------------------
each Participant, and any earnings, appreciation, or losses attributable
thereto.

          (ee) "Profits" means the sum of consolidated net income of the Company
                -------
and the after-tax cost of interest on all short-term and long-term debt of the
Company. To the extent authorized by the Administration 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.

          (ff) "Regular Compensation" means the total compensation paid by the
                --------------------
Company or a Participating Employer to an Employee for each Plan Year that is
currently includible in gross income for Puerto Rico income tax purposes:

                                       55
<PAGE>

               (i)  including:  overtime, administrative and discretionary
                    ---------
     bonuses (including completion bonuses, gainsharing bonuses and performance
     related bonuses); sales incentive bonuses; field premiums; back pay and
     sick pay; plus the Employee's Pre-Tax Contributions and amounts contributed
     to a plan described in United States Internal Revenue Code of 1986 Sections
     125 or 132; and the 9/12 of the incentive compensation (including
     management incentive bonuses paid in both cash and restricted stock and
     local incentive bonuses) paid during the Plan Year for services rendered in
     the preceding Plan Year, and the 3/12 of the incentive compensation (of the
     same types) paid during the preceding Plan Year for services rendered in
     the Plan Year preceding the preceding Plan Year (unless, for periods
     beginning on or after February 1, 2000, the Participant elects all such
     incentive compensation paid for prior Plan Years to be included in Regular
     Compensation for the prior Plan Years, or unless the Participant elects
     that no such incentive compensation will be included in his or her Regular
     Compensation);

               (ii) but excluding:  hiring bonuses; stay bonuses; retention
                    -------------
     bonuses; awards (including safety awards, "Gutbuster" awards and other
     similar awards); amounts received as deferred compensation; disability
     payments from insurance or the Long-Term Disability Plan for Employees of
     FMC Corporation; workers' compensation benefits; state disability benefits;
     flexible credits (i.e., wellness awards and payments for opting out of
                       ----
     benefit coverage); expatriate premiums; grievance or settlement pay; pay in
     lieu of notice; severance pay; accrued (but not earned) vacation; other
     special payments such as reimbursements, relocation or moving expense
     allowances; stock options or other stock-based compensation (except as
     provided above); effective January 1, 2000, any gross-up paid by a
     Participating Employer on any amount paid that is Regular Compensation (as
     defined herein); other distributions that receive special tax benefits; any
     amounts paid by a Participating Employer to cover an Employee's FICA tax
     obligation as to amounts deferred or accrued under any nonqualified
     retirement plan of a Participating Employer; and any gross-up paid by a
     Participating Employer on any amount paid that is not Regular Compensation
     (as defined herein).

                                       56
<PAGE>

               Notwithstanding anything herein to the contrary, no amounts paid
to a Participant more than 30 days after his or her termination of employment
with the Company or a Participating Employer will be considered Regular
Compensation.

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

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

          (hh) "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.

          (ii) "Trust" means the trust established by the Trust Agreement.
                -----
"Trust Agreement" means the trust agreement or agreements, as amended from time
to time, entered into by the Committee and the Trustee pursuant to Subsection
13(h). "Trustee" means the trustee or trustees at any time appointed by the
Committee pursuant to Subsection 13(h). "Trust Fund" means the trust fund
established and maintained by the Trustee to hold all assets of the Plan
pursuant to the Trust Agreement.

          (jj) "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.

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

                                       57
<PAGE>

          (ll) "Year of Service" means calendar months of employment by the
                ---------------
Company or an affiliate (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 Regular Compensation, including (without limitation) any leave of
absence without pay or (ii) any other interruption of employment in excess of 12
months.

                                       58
<PAGE>

20.                          SECTION  EXECUTION.
                                      ---------

         To record the adoption of the Plan to read as set forth herein, FMC
International, AG has caused an authorized member of the Committee to execute
the same the 20/th/ day of March, 2000.



                                         By: /s/ Thomas Hester
                                            ----------------------------------
                                                      Member, Employee Welfare
                                                       Benefits Plan Committee

                                       59