<PAGE>

                                                                    Exhibit 10.5

                                 FMC CORPORATION
                           Savings and Investment Plan

                  (Adopted Effective as of September 28, 2001)

<PAGE>

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

<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ----
<S>                                                                <C>
TABLE OF CONTENTS ................................................    i

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

ARTICLE I  Definitions ...........................................    1
           -----------
Account ..........................................................    1
Account Balance ..................................................    1
Administrator ....................................................    2
Affiliate ........................................................    2
After-Tax Contribution ...........................................    2
After-Tax Contribution Account ...................................    2
After-Tax Contribution Election ..................................    2
Annuity Starting Date ............................................    2
Basic Contributions ..............................................    3
Beneficiary ......................................................    3
Board ............................................................    3
Break in Service .................................................    3
Code .............................................................    3
Committee ........................................................    3
Company ..........................................................    3
Company Contributions ............................................    3
Company Contribution Account .....................................    3
Company Stock ....................................................    3
Company Stock Fund ...............................................    3
Compensation .....................................................    4
Contingent Account ...............................................    5
Direct Rollover ..................................................    5
Disability .......................................................    5
Distributee ......................................................    5
Distribution Date ................................................    5
Effective Date ...................................................    5
Eligible Employee ................................................    5
Eligible Retirement Plan .........................................    6
Eligible Rollover Distribution ...................................    6
Employee .........................................................    6
Employment Commencement Date .....................................    6
ERISA ............................................................    6
FMC Technologies .................................................    6
FMC Technologies Fund ............................................    6
FMC Technologies Stock Fund ......................................    6
Forfeiture .......................................................    6
Funding Agent ....................................................    7
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                                         <C>
Highly Compensated Employee ...........................................................      7
Hour of Service .......................................................................      7
Investment Fund .......................................................................      8
Leased Employee .......................................................................      8
Matched Participant ...................................................................      8
Nonhighly Compensated Employee ........................................................      8
Participant ...........................................................................      8
Participating Employer ................................................................      8
Period of Separation ..................................................................      8
Plan ..................................................................................      9
Plan Year .............................................................................      9
Pre-Tax Contribution ..................................................................      9
Pre-Tax Contribution Account ..........................................................      9
Pre-Tax Contribution Election .........................................................      9
Required Beginning Date ...............................................................      9
Rollover Contribution .................................................................      9
Rollover Contribution Account .........................................................      9
Supplemental Contributions ............................................................      9
Surviving Spouse ......................................................................     10
Trust .................................................................................     10
Trust Fund ............................................................................     10
Trustee ...............................................................................     10
Valuation Date ........................................................................     10
Year of Service .......................................................................     10

ARTICLE  II  Participation ............................................................     10
             -------------
2.1      Admission as a Participant ...................................................     10
2.2      Admission as a Matched Participant ...........................................     10
2.3      Rehires ......................................................................     11
2.4      Provision of Information .....................................................     11
2.5      Termination of Participation .................................................     11
2.6      Special Rules Relating to Veterans' Reemployment Rights ......................     11

ARTICLE III  Contributions and Account Allocations ....................................     12
             -------------------------------------
3.1      Pre-Tax Contributions ........................................................     12
3.2      After-Tax Contributions ......................................................     13
3.3      Rules Applicable to Both Pre-Tax and After-Tax Contributions .................     13
3.4      Company Contributions ........................................................     14
3.5      Rollover Contributions .......................................................     14
3.6      Establishment of Accounts ....................................................     15
3.7      Limitation on Annual Additions to Accounts ...................................     15
3.8      Reduction of Annual Additions ................................................     15
3.9      Limitations on Pre-Tax Contributions, After-Tax Contributions and
         Company Contributions - Definitions ..........................................     16
3.10     Maximum Amount of Pre-Tax Contributions ......................................     18
3.11     Correction of Excess Pre-Tax Contributions ...................................     18
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
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3.12     Actual Deferral Percentage Test ...................................................................     19
3.13     Actual Contribution Percentage Test ...............................................................     20
3.14     Multiple Use of Alternative Limitation ............................................................     22

ARTICLE IV  Vesting ........................................................................................     22
            -------
4.1      Vesting in After-Tax, Pre-Tax and Rollover Contributions Accounts .................................     22
4.2      Vesting in Company Contribution and Contingent Accounts ...........................................     23
4.3      Forfeitures .......................................................................................     23
4.4      Special Vesting Rules .............................................................................     24

ARTICLE V  Timing of Distributions to Participants .........................................................     25
           ---------------------------------------
5.1      Separation from Service ...........................................................................     25
5.2      Start of Benefit Payments .........................................................................     25

ARTICLE VI  Forms of Benefit, In-Service Withdrawals and Loans .............................................     26
            --------------------------------------------------
6.1      Cashout of Small Amounts ..........................................................................     26
6.2      Medium of Distribution ............................................................................     26
6.3      Forms of Benefit ..................................................................................     27
6.4      Change in Form, Timing or Medium of Benefit Payment ...............................................     27
6.5      Direct Rollover of Eligible Rollover Distributions ................................................     28
6.6      In-service and Hardship Withdrawals ...............................................................     28
6.7      Loans .............................................................................................     30

ARTICLE VII  Death Benefits ................................................................................     32
             --------------
7.1      Payment of Account Balance ........................................................................     32
7.2      Failure to Name a Beneficiary .....................................................................     32
7.3      Waiver of Spousal Beneficiary Rights ..............................................................     33

ARTICLE VIII  Special Forms of Benefit and
              Death Benefit Terms for Certain Partcipants Prior to 2002 ....................................     33
              ---------------------------------------------------------
8.1      Applicability .....................................................................................     33
8.2      Forms of Benefit for Certain Transferred Participants .............................................     34
8.3      Change in Form, Timing or Medium of Benefit Payment for Certain
         Transferred Participants ..........................................................................     35
8.4      Waiver of Normal Form of Benefit for Certain Transferred Participants .............................     36
8.5      Payment of Account Balances of Certain Transferred Participants Who
         Die Before Payment Begins .........................................................................     37
8.6      Failure to Name a Beneficiary for Certain Transferred Participants ................................     38
8.7      Waiver of Preretirement Survivor Annuity for Certain Transferred Participants .....................     38

ARTICLE IX  Fiduciaries ....................................................................................     39
            -----------
9.1      Named Fiduciaries .................................................................................     39
9.2      Employment of Advisers ............................................................................     40
9.3      Multiple Fiduciary Capacities .....................................................................     40
9.4      Payment of Expenses ...............................................................................     40
9.5      Indemnification ...................................................................................     40
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<S>                                                                                                   <C>
ARTICLE X  Plan Administration ..................................................................     41
           -------------------
10.1     Powers, Duties and Responsibilities of the Administrator and the Committee .............     41
10.2     Investment Powers, Duties and Responsibilities of the Administrator and Committee ......     41
10.3     Investment of Accounts .................................................................     42
10.4     Valuation of Accounts ..................................................................     42
10.5     The Insurance Company ..................................................................     43
10.6     Compensation ...........................................................................     43
10.7     Delegation of Responsibility ...........................................................     43
10.8     Committee Members ......................................................................     43

ARTICLE XI  Appointment of Trustee ..............................................................     44
            ----------------------

ARTICLE XII  Plan Amendment or Termination ......................................................     44
             -----------------------------
12.1     Plan Amendment or Termination ..........................................................     44
12.2     Limitations on Plan Amendment ..........................................................     44
12.3     Right to Terminate Plan or Discontinue Contributions ...................................     44
12.4     Bankruptcy .............................................................................     45

ARTICLE XIII  Miscellaneous Provisions ..........................................................     45
              ------------------------
13.1     Subsequent Changes .....................................................................     45
13.2     Merger or Transfer of Assets ...........................................................     45
13.3     Benefits Not Assignable ................................................................     45
13.4     Exclusive Benefit of Participants ......................................................     46
13.5     Benefits Payable to Minors, Incompetents and Others ....................................     46
13.6     Plan Not A Contract of Employment ......................................................     47
13.7     Source of Benefits .....................................................................     47
13.8     Proof of Age and Marriage ..............................................................     47
13.9     Controlling Law ........................................................................     47
13.10    Income Tax Withholding .................................................................     47
13.11    Claims Procedure .......................................................................     47
13.12    Participation in the Plan by An Affiliate ..............................................     49
13.13    Action by Participating Employers ......................................................     49
13.14    Dividends ..............................................................................     50

ARTICLE XIV  Top Heavy Provisions ...............................................................     50
             --------------------
14.1     Top Heavy Definitions ..................................................................     50
14.2     Determination of Top Heavy Status ......................................................     53
14.3     Minimum Allocation for Top Heavy Plan ..................................................     53

APPENDIX A - Bargaining Units Covered Under the Plan ............................................     55
APPENDIX B - Bargaining Units Matched Under the Plan ............................................     57
APPENDIX C - Certain Participants Grandfathered in 1% Deferred or Contribution
  Election Through December 31, 2001 ............................................................     58
</TABLE>

                                      -iv-

<PAGE>

                                  INTRODUCTION
                                  ------------

     The Employees' Thrift and Stock Purchase Plan was established by the
Company effective April 1, 1961. That plan was subsequently amended from time to
time. That plan was amended and restated effective April 1, 1991 and as of
January 1, 1999, and the name of the plan was therein changed to the FMC
Corporation Savings and Investment Plan effective January 1, 2000.

     The FMC Corporation 401(k) Plan for Employees Covered by a Collective
Bargaining Agreement was established by the Company as of April 1, 1987. That
plan was subsequently amended from time to time. That plan was amended and
restated effective January 1, 1989 and as of January 1, 1999, and the name of
the plan was therein changed to the FMC Corporation Savings and Investment Plan
for Bargaining Unit Employees effective January 1, 2000.

     Effective September 28, 2001 the FMC Corporation Savings and Investment
Plan for Bargaining Unit Employees is hereby merged with and into the FMC
Corporation Savings and Investment Plan. Also effective September 28, 2001 the
portion of the FMC Corporation Savings and Investment Plan, (including the
applicable portion of the FMC Corporation Savings and Investment Plan for
Bargaining Unit Employees as merged therein) attributable to Participants who
are or were employed by a machinery-related portion of FMC Corporation's
business is hereby spun-off to the FMC Technologies, Inc. Savings and Investment
Plan. Such Spin-off will comply with all applicable requirements of the Code.

     The Company or its delegate may amend the Plan to meet applicable rules and
regulations of the Internal Revenue Service and the United States Department of
Labor, or, subject to the terms of any applicable collective bargaining
agreements, for other reasons the Company or its delegate deems necessary or
desirable. The Plan is intended to be qualified under Code Section 401(a) and
its associated trust is intended to be tax exempt under Code Section 501(a). The
Plan is intended also to meet the requirements of ERISA, and will be
interpreted, wherever possible, to comply with the terms of the Code and ERISA.

                                    ARTICLE I


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

For purposes of the Plan, as amended, the following terms have the meanings
described below.

     Account means any Pre-Tax Contribution Account, After-Tax Contribution
     -------
Account, Company Contribution Account, Contingent Account and Rollover
Contribution Account established on behalf of a Participant.

     Account Balance means the value of the Account maintained on behalf of a
     ---------------
Participant, determined as of any Valuation Date.

<PAGE>

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

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

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

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

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

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

               (e) a leasing organization that provides Leased Employees to the
     Company or an Affiliate (as determined under paragraphs (a) through (d)
     above), unless: (i) the Leased Employees make up no more than 20% of the
     nonhighly compensated workforce of the Company and Affiliates (as
     determined under paragraphs (a) through (d) above); and (ii) the Leased
     Employees are covered by a plan described in Code Section 414(n)(5).

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

For purposes of Section 3.7, the 80% thresholds of Code Sections 414(b) and (c)
are deemed to be "more than 50%," rather than "at least 80%."

     After-Tax Contribution means the amount a Participant contributes in
     ----------------------
accordance with Section 3.2. A Matched Participant's After-Tax Contribution may
be made up of Basic Contributions, Supplemental Contributions or both.

     After-Tax Contribution Account means the Account established for a
     ------------------------------
Participant pursuant to Section 3.6.2.

     After-Tax Contribution Election means a Participant's election to make
     -------------------------------
After-Tax Contributions in accordance with Section 3.3.1.

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

     Basic Contributions means a Matched Participant's Pre-Tax Contributions and
     -------------------
After-Tax Contributions not in excess of five percent of his or her annualized
Compensation.

                                      -2-

<PAGE>

     Beneficiary means any person designated or deemed designated by a
     -----------
Participant to receive any payment of Plan benefits due after the Participant's
death. A married Participant may name a primary Beneficiary other than his or
her Surviving Spouse only if the Surviving Spouse consents to the election in
the time frame and manner required by Section 7.3.

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

     Break in Service means a Period of Separation that lasts for at least 12
     ----------------
consecutive months, provided that, a Period of Separation beginning on the first
date of a maternity or paternity leave of absence and ending on the 12-month
anniversary of such date will not constitute a Break in Service. For purposes of
this section, a "maternity or paternity leave of absence" means an absence from
work for any period by reason of (a) the Employee's pregnancy, (b) birth of the
Employee's child or (c) care of a child for a period immediately following the
birth or placement with the Employee.

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

     Committee means the FMC Corporation Employee Welfare Benefits Plan
     ---------
Committee as described in Section 10.8, its authorized delegate and any
successor to the FMC Corporation Employee Welfare Benefits Plan Committee.

     Company means FMC Corporation and any successor to it.
     -------

     Company Contributions means the contributions made by the Employer to
     ---------------------
Matched Participants under Section 3.4.

     Company Contribution Account means an account maintained as to each Matched
     ----------------------------
Participant, to which the Matched Participant's share of Company contributions
for periods after March 31, 1982, and all earnings and losses attributable
thereto it, are allocated.

     Company Stock means the common stock of the Company.
     -------------

     Company Stock Fund means an Investment Fund established and maintained by
     ------------------
the Trustee as part of the Trust Fund to invest in Company Stock. All Plan
contributions placed in or directed to the Company Stock Fund and all dividends,
other earnings and appreciation on those contributions must be invested in
Company Stock, except as and to the extent it is deemed necessary or advisable
to maintain cash and cash equivalents to meet the Company Stock Fund's liquidity
needs. The Company Stock Fund is subject to investment restrictions as detailed
in Section 10.3. Notwithstanding anything herein to the contrary, any dividend
payable on the Company Stock as a result of the Company's distribution of its
interest in FMC Technologies shall not be required to be reinvested in Company
Stock.
     Compensation means the total compensation paid by the Company or a
     ------------
Participating Employer to an Eligible Employee for each Plan Year that is
currently includible in gross income for federal income tax purposes:

                                      -3-

<PAGE>

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

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

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

     The annual amount of Compensation taken into account for a Participant must
not exceed $160,000 (as adjusted by Internal Revenue Service for cost-of-living
increases in accordance with Code Section 401(a)(17)(B)). A Participant's
Compensation will be conclusively determined according to the Company's records.

     Contingent Account means an account maintained as to each applicable
     ------------------
Participant, to which the Participant's share of any Company contributions made
for periods before April 1, 1982, and all earnings and losses attributable to
it, are maintained and allocated.

                                      -4-

<PAGE>

         Direct Rollover means a payment by the Plan to the Eligible Retirement
         ---------------
Plan specified by a Distributee.

         Disability means a medically determinable physical or mental impairment
         ----------
that makes the Participant unable to engage in any substantial gainful activity,
can be expected to result in death or be of long and indefinite duration, or has
lasted or can be expected to last for a continuous period of at least 12 months.
For purposes of the Plan, a Participant will be considered to have a Disability
at any time only if he or she is then eligible to receive Social Security
disability benefits.

         Distributee means an Employee or former Employee. In addition, the
         -----------
Employee's or former Employee's Surviving Spouse and the Employee's or former
Employee's spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined under Code Section 414(p), are Distributees
as to their Plan interests.

         Distribution Date means the date the Company distributes its interest
         -----------------
in FMC Technologies.

         Effective Date means September 28, 2001.
         --------------

         Eligible Employee means an Employee of a Participating Employer, other
         -----------------
than:

         (a)   a Leased Employee;

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

         (c)   an Employee who is a nonresident alien of the United States; or

         (d)   an individual working for a Participating Employer under a
               contract that designates him or her as an independent contractor.

         An employee who works for a non-U.S. Affiliate, and who would be an
Eligible Employee if the non-U.S. Affiliate were a Participating Employer, will
be an Eligible Employee during the period in which the employee has U.S. taxable
income, and the Company will be deemed to be the Employee's employer for Plan
purposes.

         An individual's status as an Eligible Employee or not will be
conclusively determined by the Administrator, subject to the claims review
procedure described in Section 13.11.

         The bargaining units whose members are covered by the Plan, and the
effective dates of that coverage, are listed in Appendix A.

         Eligible Retirement Plan means an individual retirement account
         ------------------------
described in Code Section 408(a), an individual retirement annuity described in
Code Section 408(b), an annuity plan described in Code Section 403(a), or a plan
described in Code Section 401(a) that accepts the Distributee's Eligible
Rollover Distribution. In the case of an Eligible Rollover Distribution

                                      -5-

<PAGE>

paid to a Surviving Spouse, an Eligible Retirement Plan is either an individual
retirement account or individual retirement annuity, and does not include an
annuity plan or a Code Section 401(a) plan.

         Eligible Rollover Distribution means any distribution of all or any
         ------------------------------
portion of the balance to the credit of the Distributee, other than (a) a
distribution that is one of a series of substantially equal periodic payments
made (no less frequently than annually) for the life (or life expectancy) of the
Distributee and the Distributee's Beneficiary, or for a specified period of ten
years or more; (b) the portion of a distribution that is required to be made
under Code Section 401(a)(9); (c) the portion of a distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation for employer securities); or (iv) a "hardship
distribution" within the meaning of Code Section 402(c)(4).

         Employee means (a) a common law employee of the Company or an Affiliate
         --------
who is paid as an employee from the payroll of the Company or an Affiliate and
treated as an employee, or (b) a Leased Employee.

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

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

         FMC Technologies means FMC Technologies, Inc., a Delaware corporation.
         ----------------

         FMC Technologies Stock means the common stock of FMC Technologies.
         ----------------------

         FMC Technologies Stock Fund means an Investment Fund established and
         ---------------------------
maintained by the Trustee as part of the Trust Fund to invest in FMC
Technologies Stock. All Plan Contributions placed in or directed to the FMC
Technologies Stock Fund and all dividends, other earnings and appreciation on
those contributions must be invested only in FMC Technologies Stock, except as
and to the extent it is deemed necessary or advisable to maintain cash and cash
equivalents to meet the FMC Technologies Stock Fund's liquidity needs. The FMC
Technologies Stock Fund is subject to investment restrictions as detailed in
Section 10.3.

         Forfeiture means any portion of a Matched Participant's Company
         ----------
Contribution Account that is forfeited under Section 4.3.

         Funding Agent means the Trustee or any legal reserve life insurance
         -------------
company selected by the Administrator or the Committee to receive Plan
contributions and pay Plan benefits.

         Highly Compensated Employee means an Employee who:
         ---------------------------

         (a)     at any time during the Determination Year or the Look-Back
                 Years owns (or is considered under Code Section 318 to own)
                 more than five percent of the Company or an Affiliate; or

                                      -6-

<PAGE>

         (b)    had more than $80,000, as adjusted, in compensation (as defined
                in Code Section 415(c)(3)) from the Company and the Affiliates
                during the Look-Back Year.

The "Determination Year" is the Plan Year for which the determination of who is
a Highly Compensated Employee is being made, and the 'Look-Back year' is the
12-month period immediately preceding the Determination Year.

         A former Employee of the Company or an Affiliate is a Highly
Compensated Employee for a given Determination Year if he or she separated from
service (or was deemed to have separated) before the Determination Year,
performs no services for a Participating Employer during the Determination Year,
and was a Highly Compensated Employee for the Plan Year during which he or she
separated from service (or was deemed to have separated) or for any
Determination Year ending on or after his or her 55/th/ birthday.

         The Secretary of the Treasury or its delegate will adjust the $80,000
limit from time to time, to reflect increases in the cost of living. Employees
who are nonresident aliens and receive no earned income (within the meaning of
Code Section 911(d)(2)) from the Company and its Affiliates that constitutes
income from sources within the United States (within the meaning of Code Section
861(a)(3)) are not treated as Employees for purposes of this definition.

         Hour of Service means each hour for which an Employee is directly or
         ---------------
indirectly paid or entitled to payment by the Company or an Affiliate:

         (a)    for the performance of duties;

         (b)    on account of a period of time during which no duties were
                performed, provided that Hours of Service will not be credited
                for payments made or due under a plan maintained solely for the
                purpose of complying with applicable workers' compensation,
                unemployment compensation, or disability insurance laws, or for
                payments that reimburse an Employee's for medically related
                expenses; and

         (c)    for which back pay, irrespective of mitigation of damages, is
                awarded or agreed to by the Company, provided that, the same
                Hours of Service have not already been credited under (a) or (b)
                above.

No more than 501 Hours of Service will be credited for any single continuous
period of time during which the Employee performed no duties. The determination
of Hours of Service for reasons other than the performance of duties shall be
determined in accordance with the provisions of Labor Department Regulations
Section 2530.200b-2(b), which are incorporated herein by reference, and Hours of
Service shall be credited to computation periods in accordance with the
provisions of Labor Department Regulations Section 2530.200b-2(c), which are
incorporated herein by reference.

         Investment Fund means an investment fund, if any, established or
         ---------------
selected by the Administrator pursuant to Section 10.3.

         Leased Employee means an individual who performs services for the
         ---------------
Company or an Affiliate on a substantially full-time basis, for a period of at
least one year, under the primary

                                      -7-

<PAGE>

direction or control of the Company or Affiliate, and under an agreement between
the Company or Affiliate and a leasing organization. The leasing organization
can be a third party or the Leased Employee himself or herself.

         Matched Participant means a Participant who is eligible to receive
         -------------------
Company Contributions under Section 3.4, including, each (a) salaried
Participant, (b) non-union hourly Participant and (c) Participant who is a
member of a bargaining unit covered by a collective bargaining agreement that
specifically provides for a Company Contribution under the Plan to the eligible
members of the bargaining unit. The bargaining units whose members are eligible
for a Company Contribution under Section 3.4, and the effective dates of
eligibility for such contribution, are listed on Appendix B.

         Nonhighly Compensated Employee means an Employee who is not a Highly
         ------------------------------
Compensated Employee.

         Participant means an Eligible Employee who has begun but not ended his
         -----------
or her participation in the Plan pursuant to the provisions of Article II.

         Participating Employer means the Company and each other Affiliate that
         ----------------------
adopts the Plan with the consent of the Company, as provided in Section 13.12.

         Period of Separation means a continuous period of time when the
         --------------------
Employee is not employed by the Company or an Affiliate. A Period of Separation
begins on the date an Employee retires, dies, separates from service due to
Disability, quits or is discharged, or, if earlier, on the 12-month anniversary
of the date the Employee was otherwise first absent from service.
Notwithstanding the foregoing, a Period of Separation does not begin if the
Employee is:

         (a)    on a leave of absence authorized by the Company or an Affiliate
                in accordance with standard personnel policies applied in a
                nondiscriminatory manner to all similarly situated Employees,
                and returns to active employment with the Company or Affiliates
                as soon as the leave expires;

         (b)    on a military leave while the Employee's reemployment rights are
                protected by law, and returns to active employment with the
                Company or Affiliate within 90 days after his or her discharge
                or release (or such longer period as may be prescribed by law);
                or

         (c)    on a layoff, and returns to work with the Company or an
                Affiliate within the period of time and in the manner necessary
                to maintain seniority according to the rules of the Company or
                Affiliate in effect at the time of the return.

         Plan means the FMC Corporation Savings and Investment Plan as amended
         ----
from time to time. As of the Effective Date, the FMC Corporation Savings and
Investment Plan for Bargaining Unit Employees was merged with and into the Plan.
The Plan is a single employer plan.

                                      -8-

<PAGE>

         Plan Year means the 12-month period beginning on each January 1 and
         ---------
ending on the next December 31. For periods beginning before January 1, 1998,
Plan Year meant each 12-month period beginning April 1, and ending on the next
---------
March 31. The period from April 1, 1997 through December 31, 1997 was a short
plan year.

         Pre-Tax Contribution means the amount that otherwise would have been
         --------------------
paid as Compensation that is, before taxes, converted to a Participating
Employer contribution in accordance with Section 3.1. A Matched Participant's
Pre-Tax Contribution may be made up of Basic Contributions, Supplemental
Contributions or both.

         Pre-Tax Contribution Account means the Account established for a
         ----------------------------
Participant pursuant to Section 3.6.1.

         Pre-Tax Contribution Election means the Participant's election to make
         -----------------------------
Pre-Tax Contributions in accordance with Section 3.3.1.

         Required Beginning Date is defined in Section 5.2.3.
         -----------------------

         Rollover Contribution means an amount received from a deferred
         ---------------------
compensation plan that is qualified under Code Section 401 or 403(a), and which
is rolled over to the Plan pursuant to Code Section 402(c). A Rollover
Contribution can be either a Direct Rollover or an amount distributed to a
Participant and then rolled over. In addition, if an Employee had deposited an
Eligible Rollover Distribution into an individual retirement account as defined
in Code Section 408, he or she may transfer the amount of the distribution plus
earnings from the individual retirement account to the Plan, if the rollover
amount is deposited with the Trustee within 60 days after receipt from the
individual retirement account, and the rollover meets the other requirements of
Code Section 408(d)(3)(A)(ii).

         Rollover Contribution Account means the Account established for a
         -----------------------------
Participant pursuant to Section 3.6.3.

         Supplemental Contributions means a Matched Participant's Pre-Tax
         --------------------------
Contributions and After-Tax Contributions in excess of five percent of his or
her annualized Compensation.

         Surviving Spouse means the person legally married to a Participant on
         ----------------
the date of his or her death or on his or her Annuity Starting Date, whichever
is earlier.

         Trust means the trust established under the Plan, to which Plan
         -----
contributions are made and in which Plan assets are held.

         Trust Fund means the assets of the Trust held by or in the name of the
         ----------
Trustee.

         Trustee means the institution appointed as Trustee pursuant to Article
         -------
XI of the Plan, and any successor Trustee.

                                      -9-

<PAGE>

         Valuation Date means each business day of the Plan Year. For periods
         --------------
beginning before July 7, 1997, the Valuation Date was the last business day of
                                   --------------
each calendar month.

         Year of Service means the total number of calendar months during which
         ---------------
the Employee is employed by the Company or an Affiliate, divided by 12,
including any Period of Separation that does not constitute a Break in Service.
A partial month of employment counts as a whole month. An Employee's Years of
Service do not include any Breaks in Service.

                                   ARTICLE II

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

2.1      Admission as a Participant
         --------------------------

         An Employee becomes a Participant as of the date he or she satisfies
all of the following requirements:

         (a)    the Employee is an Eligible Employee;

         (b)    the Employee either (i) is a permanent, full-time Employee, (ii)
                is a permanent, part-time employee eligible for benefits, or
                (iii) has completed at least 1,000 Hours of Service in a
                12-month period beginning on his or her Employment Commencement
                Date or an anniversary of his or her Employment Commencement
                Date;

         (c)    the Employee has filed with the Administrator a Pre-Tax
                Contribution Election or After-Tax Contribution Election; and

         (d)    the Employee's election has become effective according to
                uniform and nondiscriminatory rules established by the
                Administrator.

2.2      Admission as a Matched Participant
         ----------------------------------

         A Participant becomes a Matched Participant as of the date he or she
satisfies all of the following requirements:

         (a)    the Participant satisfies one of the conditions for being a
                Matched Participant;

         (b)    the Participant has filed with the Administrator a Pre-Tax
                Contribution Election or After-Tax Contribution Election; and

         (c)    the Participant's election has become effective according to
                uniform and nondiscriminatory rules established by the
                Administrator.

2.3      Rehires
         -------

         A Participant or Eligible Employee who is rehired as an Eligible
Employee after a Period of Separation becomes an active Participant by filing
with the Administrator a Pre-Tax

                                      -10-

<PAGE>

Contribution Election or After-Tax Contribution Election. When the Employee's
election becomes effective, the Participant or Eligible Employee will again
become an active Participant. If such a Participant satisfies one of the
conditions for being a Matched Participant, the Participant becomes an active
Matched Participant by filing with the Administrator a Pre-Tax Contribution
Election or After-Tax Contribution Election. When the Pre-Tax Contribution
Election or After-Tax Contribution Election becomes effective, the Matched
Participant will become an active Matched Participant.

2.4      Provision of Information
         ------------------------

         The Administrator may provide for paper, telephonic or electronic means
of enrollment. Each Participant must execute the forms or follow the telephonic
or electronic procedures required by the Administrator and make available to the
Administrator any information it reasonably requests. As a condition of
participating in the Plan, an Employee agrees, on his or her own behalf and on
behalf of all persons who may have or claim any right by reason of the
Employee's participation in the Plan, to be bound by all provisions of the Plan
and by any agreement entered into pursuant to the Plan, each as interpreted by
the Administrator in its uniform and nondiscriminatory discretion.

2.5      Termination of Participation
         ----------------------------

         A Participant ceases to be a Participant when he or she dies or, if
earlier, when his or her entire Account Balance has been paid to him or her. A
Matched Participant ceases to be a Matched Participant when he or she no longer
satisfies one of the conditions for being a Matched Participant.

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

         The following special provisions will apply to an Eligible Employee or
Participant who is reemployed in accordance with the reemployment provisions of
the Uniformed Services Employment and Reemployment Rights Act ("USERRA")
following a period of qualifying military service (as determined under USERRA)
and will be interpreted in a manner consistent with Code Section 414(u).

         2.6.1  Each period of qualifying military service served by an Eligible
Employee or Participant will, upon his or her reemployment as an Eligible
Employee, be deemed to constitute service with the Participating Employer for
all Plan purposes.

         2.6.2  The Participant will be permitted to make up Pre-Tax and/or
After-Tax Contributions missed during the period of qualifying military service,
so long as he or she does so during the period of time beginning on the date of
the Participant's reemployment with the Participating Employer following his or
her period of qualifying military service and extending over the lesser of (a)
three times the length of the Participant's period of qualifying military
service, and (b) five years.

         2.6.3  The Participating Employer will not credit earnings to a
Participant's Account with respect to any Pre-Tax or After-Tax Contribution
before the contribution is actually made.

                                      -11-

<PAGE>

         2.6.4  A reemployed Matched Participant will be entitled to accrued
benefits attributable to Pre-Tax or After-Tax Contributions only if they are
actually made.

         2.6.5  For all Plan purposes, including the Participating Employer's
liability for making contributions on behalf of a reemployed Participant as
described above, the Participant will be treated as having received Compensation
from the Participating Employer based on the rate of Compensation the
Participant would have received during the period of qualifying military
service, or if that rate is not reasonably certain, on the basis of the
Participant's average rate of Compensation during the 12-month period
immediately preceding the period of qualifying military service.

         2.6.6  If a Participant makes a Pre-Tax or After-Tax Contribution in
accordance with the foregoing provisions of this Section 2.6:

         (a)    those contributions will not be subject to any otherwise
                applicable limitation under Code Section 402(g), 404(a) or 415,
                and will not be taken into account in applying those limitations
                to other contributions under the Plan or any other plan, for the
                year in which the contributions are made; the contributions will
                be subject to the above-referenced limitations only for the year
                to which the contributions relate and only in accordance with
                regulations prescribed by the Internal Revenue Service; and

         (b)    the Plan will not be treated as failing to meet the requirements
                of Code Section 401(a)(4), 401(a)(26), 401(k)(3), 410(b) or 416
                by reason of the contributions.

                                   ARTICLE III

                      Contributions and Account Allocations
                      -------------------------------------

3.1      Pre-Tax Contributions
         ---------------------

         The Company will transmit to the Funding Agent the Pre-Tax
Contributions for the Participants. To determine the amount it must transmit for
each Participant, the Company will multiply the percentage elected by the
Participant in his or her Pre-Tax Contribution Election by the Participant's
Compensation.

3.2      After-Tax Contributions
         -----------------------

         The Company will transmit to the Funding Agent the After-Tax
Contributions for the Participants. To determine the amount it must transmit for
each Participant, the Company will multiply the percentage elected by the
Participant in his or her After-Tax Contribution Election by the Participant's
Compensation.

3.3      Rules Applicable to Both Pre-Tax and After-Tax Contributions
         ------------------------------------------------------------

         3.3.1  In making his or her Pre-Tax Contribution Election and After-Tax
Contribution Election, a Participant must choose to defer or contribute between
2% and 20% (15% before October 1, 1999) of his or her Compensation, in 1%
increments. The Participant's Pre-Tax

                                      -12-

<PAGE>

Contribution Election and After-Tax Contribution Election cannot together total
more than 20% (15% before October 1, 1999) of his or her Compensation. For
certain Participants listed on Appendix C for periods beginning on the Effective
Date through December 31, 2001, the minimum deferral or contribution election
may be less than 2% under the Participants' prior election. The Administrator
may reduce the amount of any Pre-Tax Contribution Election, or make such other
modifications it deems necessary, so that the Plan complies with the provisions
of Code Section 401(k). Pre-Tax and After-Tax Contributions will be made on a
payroll deduction basis and in accordance with uniform and nondiscriminatory
rules and procedures established by the Administrator. A Participant's Salary
Deferral Election will apply only to Compensation paid to the Participant while
he or she is an Eligible Employee.

         3.3.2 A Participant may change his or her Pre-Tax or After-Tax
Contribution Election percentage or discontinue making Pre-Tax Contributions or
After-Tax Contributions, as frequently as permitted by the Administrator, by
completing the form or following any other election change procedure prescribed
by the Administrator. An election change will become effective according to the
uniform and nondiscriminatory rules established by the Administrator.

         3.3.3 Pre-Tax and After-Tax Contributions will be delivered to the
Funding Agent as of the earliest date they are known and can reasonably be
segregated from the general assets of the Participating Employer. In no event
will that date be later than the 15th business day of the month following the
month they would have been paid to the Participant if he or she had not chosen
to defer their payment or contribute them to the Plan.

         3.3.4 Notwithstanding any other provision of the Plan, the amount
contributed by the Participating Employers as Pre-Tax Contributions and by
Participants as After-Tax Contributions must not exceed, in the aggregate, 15%
of the total Compensation for the Plan Year for those Participants employed by
the Participating Employers eligible for an allocation for that Plan Year. In
addition, the amount contributed by the Participating Employers to this Plan or
any other qualified plan maintained by the Participating Employers pursuant to a
Participant's Pre-Tax Contribution Election must not exceed the Code Section
402(g) limit applicable for that calendar year.

3.4      Company Contributions
         ---------------------

         3.4.1 For each contribution period, as defined in Section 3.4.2, the
Company will make a Company Contribution to the Company Contribution Account of
each Matched Participant equal to:

         (a)   the applicable percentage of all Basic Contributions made by the
               Matched Participant for that contribution period and initially
               invested in the Company Stock Fund; plus

         (b)   the applicable percentage of all Basic Contributions made by the
               Matched Participant for that contribution period and initially
               invested in any Investment Funds other than the Company Stock
               Fund; less

         (c)   any Forfeitures credited against the Company Contribution for
               that contribution period.

                                      -13-

<PAGE>

No Company Contribution will be made with respect to Supplemental Contributions.

         The applicable percentage for a Plan Year will be determined by the
Company before the start of the Plan Year. It is currently anticipated that the
applicable percentage will be different for Basic Contributions initially
invested in the Company Stock Fund than for Basic Contributions initially
invested in other Investment Funds. The Company will communicate the applicable
percentages for each Plan Year as soon as possible after they are determined.

         3.4.2 The Company Contribution for each contribution period will be
paid to the Funding Agent as soon as practicable. The Company Contribution will
be allocated to each Matched Participant who made Basic Contributions during
that contribution period, by multiplying the Matched Participant's own Basic
Contributions for the contribution period by the applicable percentages
determined for the Matched Participant, as described above. All Company
Contributions will be invested in the Company Stock Fund. Each calendar week
will be a contribution period. Subject to the special provisions of Section 3.13
through 3.15, all Company Contributions for a Plan Year will be allocated to
Matched Participants' Company Contribution Accounts no later than the due date
(including all extensions) of the Company's federal tax return for the fiscal
year of the Company ending with or within the Plan Year.

3.5      Rollover Contributions
         ----------------------

         With the approval of the Administrator, a Participant or Eligible
Employee may make a Rollover Contribution to the Plan. A Participant's Rollover
Contribution will be allocated to his or her Rollover Contribution Account no
later than the first day of the month following the month in which the
contribution is made. A Rollover Contribution must be made in cash. If an
Employee makes a contribution that was intended to be a Rollover Contribution
and the Funding Agent later discovers it was not a Rollover Contribution, the
Funding Agent will distribute the balance of the Participant's Rollover
Contribution Account to him or her as soon as practicable.

3.6      Establishment of Accounts
         -------------------------

         3.6.1 Each Participant to whom Pre-Tax Contributions are allocated will
have a Pre-Tax Contribution Account. The Pre-Tax Contribution Account will be
credited with the Pre-Tax Contributions allocable to the Participant and the
income on those contributions, and will be debited with expenses, losses,
withdrawals and distributions chargeable to those contributions.

         3.6.2 Each Participant who makes After-Tax Contributions will have an
After-Tax Contribution Account. The After-Tax Contribution Account will be
credited with the After-Tax Contributions the Participant makes and the income
on those contributions, and will be debited with expenses, losses, withdrawals
and distributions chargeable to those contributions.

         3.6.3 Each Matched Participant who makes Basic Contributions will have
a Company Contribution Account. The Company Contribution Account will be
credited with any Company Contributions made on behalf of the Matched
Participant under Section 3.4, and the income on those contributions, and will
be debited with expenses, losses, withdrawals and distributions chargeable to
those contributions.

                                      -14-

<PAGE>

         3.6.4 Each Participant who makes a Rollover Contribution to the Plan
pursuant to Section 3.5 will have a Rollover Contribution Account. The Rollover
Contribution Account will be credited with all Rollover Contributions made by
the Participant and the income on those contributions, and will be debited with
expenses, losses, withdrawals and distributions chargeable to those
contributions.

3.7      Limitation on Annual Additions to Accounts
         ------------------------------------------

         Notwithstanding any provision of the Plan to the contrary, the total
annual additions allocated for any Plan Year to the Account of a Participant and
to his or her accounts under any other defined contribution plan maintained by
the Company or an Affiliate must not exceed $30,000 or 25% of the Participant's
Compensation. For purposes of this Section 3.7, "annual additions" include all
Pre-Tax Contributions, After-Tax Contributions, Company Contributions and
Forfeitures allocated to the Participant's Accounts for the Plan Year, except
for Excess Pre-Tax Contributions (as described in Section 3.11.4) distributed to
the Participant by April 15 following the year for which they were contributed
to the Plan. "Annual additions" also include any employer and employee
contributions and forfeitures allocated for the Plan Year under other defined
contribution plans of the Company and the Affiliates.

3.8      Reduction of Annual Additions
         -----------------------------

         If the annual additions allocated to a Participant's Accounts for the
Plan Year exceed the limitation described in Section 3.7, annual additions, with
their earnings, will be returned to the Participant in the minimum amount
necessary to meet the limitation on annual additions. Supplemental Contributions
(both After-Tax Contributions and Pre-Tax Contributions, in that order) will be
returned first, and if there are not enough to satisfy the limitation on annual
additions, Basic Contributions (both After-Tax Contributions and Pre-Tax
Contributions, in that order) will be returned. If, after all of the
Participant's Supplemental and Basic Contributions have been returned, the
annual additions allocated to the Participant's Account for the Plan Year still
exceed the limitation described in Section 3.7, the excess amounts attributable
to Company Contributions will be held in a suspense account containing the
excess amounts attributable to Company Contributions for all Matched
Participants, and will be used to reduce the Company Contributions for the
following Plan Year (and later Plan Years, if necessary), before any Company
Contributions that would be annual additions for the next Plan Year (or later
Plan Years, if necessary) are made to the Plan.

3.9      Limitations on Pre-Tax Contributions, After-Tax Contributions and
         -----------------------------------------------------------------
Company Contributions - Definitions
-----------------------------------

         For purposes of Sections 3.9 through 3.15, the terms defined below have
the meanings ascribed to them in this Section 3.9.

         3.9.1 Actual Contribution Percentage means the sum of any After-Tax
Contributions and Company Contributions allocated to the Eligible Participant
for the Plan Year, plus any of the Eligible Participant's Pre-Tax Contributions
treated as Company Contributions for the Plan Year, divided by the Eligible
Participant's Plan Year Compensation, and stated as a percentage. All after-tax
employee contributions and employer matching contributions made on behalf of a

                                      -15-

<PAGE>

Highly Compensated Employee under all plans of the Company and its Affiliates
will be aggregated to determine the Highly Compensated Employee's Actual
Contribution Percentage. A Company Contribution that is treated as a Pre-Tax
Contribution under Section 3.13.7 is subject to Section 3.13 and is not taken
into account in calculating an Eligible Participant's Actual Contribution
Percentage. A Company Contribution that is forfeited to correct Excess Aggregate
Contributions, or because the contribution to which it relates is treated as an
Excess Contribution, Excess Pre-Tax Contribution or Excess Aggregate
Contribution is not taken into account in calculating the Eligible Participant's
Actual Contribution Percentage. The Actual Contribution Percentage of an
Eligible Participant who does not make a Pre-Tax Contribution Election or an
After-Tax Contribution Election is 0.0%.

         3.9.2 Actual Deferral Percentage means the amount of Pre-Tax
Contributions allocated to the Eligible Participant for the Plan Year, divided
by his or her Plan Year Compensation, stated as a percentage. In calculating the
Actual Deferral Percentage, Pre-Tax Contributions include Excess Pre-Tax
Contributions for Highly Compensated Employees (whether they were made under
plans of unrelated employers or plans of the same or related employers) but do
not include Excess Pre-Tax Contributions for Nonhighly Compensated Employees.
The Actual Deferral Percentage of an Eligible Participant who does not make a
Pre-Tax Contribution Election is 0.0%.

         3.9.3 Aggregate Limit means the greater of:

         (a)   the sum of:

               (i)   1.25 times the Average Actual Deferral Percentage or the
                     Average Actual Contribution Percentage of the group,
                     whichever is larger; and

               (ii)  two percentage points plus the Average Actual Deferral
                     Percentage or the Average Actual Contribution Percentage of
                     the group, whichever is less, but in no event more than
                     twice the lesser of the group's Average Actual Deferral
                     Percentage and its Average Actual Contribution Percentage;
                     and

         (b)   the sum of:

               (i)   1.25 times the Average Actual Deferral Percentage or the
                     Average Actual Contribution Percentage of the group,
                     whichever is less; and

               (ii)  two percentage points plus the Average Actual Deferral
                     Percentage or the Average Actual Contribution Percentage of
                     the group, whichever is larger, but in no event more than
                     twice the larger of the group's Average Actual Deferral
                     Percentage and its Average Actual Contribution Percentage.

For purposes of this Section 3.10.3, the "group" is the group of Eligible
Participants who are Nonhighly Compensated Employees for the preceding Plan
Year.

         3.9.4 Average Actual Contribution Percentage means the average of the
Actual Contribution Percentages of the Eligible Participants in a group.

                                      -16-

<PAGE>

         3.9.5 Average Actual Deferral Percentage means the average of the
Actual Deferral Percentages of the Eligible Participants in a group.

         3.9.6 Eligible Participant means any Employee who is eligible to make a
Pre-Tax Contribution Election or an After-Tax Contribution Election any time
during the Plan Year.

         3.9.7 Excess Aggregate Contributions means, for any Plan Year, the
excess of the Company and After-Tax Contributions (and any Pre-Tax Contributions
or pre-tax salary deferrals under other plans taken into account in determining
the Actual Contribution Percentages) actually made on behalf of Highly
Compensated Employees for the Plan Year, over the maximum amount of Company and
After-Tax Contributions permitted under Section 3.14 for the Plan Year. The
amount of the Excess Aggregate Contribution for any given Eligible Participant
is determined by making bookkeeping reductions (as opposed to actual reductions)
in contributions. The reductions will be made by reducing the Company and
After-Tax contributions for the Highly Compensated Employee with the highest
combined dollar amount of Company and After-Tax Contributions by the lesser of:
(a) the amount necessary for the dollar amount of that Highly Compensated
Employee's combined Company and After-Tax Contributions to equal the combined
dollar amount of the Company and After-Tax Contributions of the Highly
Compensated Employee with the next highest combined dollar amount of Company and
After-Tax Contributions; and (b) the amount necessary for the Plan to satisfy
the Actual Contribution Percentage Test. The Administrator will repeat this
bookkeeping procedure until the Plan satisfies the Actual Contribution
Percentage Test of Section 3.14. For each Highly Compensated Employee's
reductions, the Administrator will begin by making reductions in his or her
Company Contributions, and will reduce the Highly Compensated Employee's
After-Tax Contributions only if his or her Company contributions for the Plan
Year have been reduced to zero and it is still necessary to reduce his or her
Plan Year contributions. The amount of any Highly Compensated Employee's Excess
Aggregate Contributions is calculated after determining the Excess Contribution
to be recharacterized as After-Tax Contributions for the Plan Year.

         3.9.8 Excess Contributions means for any Plan Year, the excess of the
Pre-Tax Contributions (and any Company contributions taken into account in
determining the Actual Deferral Percentages) that are made on behalf of Highly
Compensated Employees for the Plan Year, over the maximum amount of Pre-Tax
Contributions permitted under Section 3.13 for the Plan Year. The amount of the
Excess Contribution for any given Eligible Participant is determined by making
bookkeeping reductions (as opposed to actual reductions) in contributions. The
reduction will be made by reducing the Pre-Tax Contributions for the Highly
Compensated Employee with the highest dollar amount of Pre-Tax Contributions by
the lesser of: (a) the amount necessary for the dollar amount of that Highly
Compensated Employee's Pre-Tax Contributions to equal the dollar amount of the
Pre-Tax Contributions for the Highly Compensated Employee with the next highest
dollar amount of Pre-Tax Contributions, and (b) the amount necessary for the
Plan to satisfy the Actual Deferral Percentage Test. The Administrator will
repeat this bookkeeping procedure until the Plan satisfies the Actual Deferral
Percentage Test set forth in Section 3.13.

         3.9.9 Excess Pre-Tax Contribution means the amount of Pre-Tax
Contributions for a calendar year that are includible in a Participant's gross
income under Code Section 402(g)

                                      -17-

<PAGE>

because the Participant's elective deferrals exceed the dollar limitation under
Code Section 402(g) as determined under Sections 3.11 and 3.12.

3.10     Maximum Amount of Pre-Tax Contributions
         ---------------------------------------

         The total amount of Pre-Tax Contributions, 401(k) contributions under
another qualified plan, and deferrals under a Code Section 403(b) annuity, a
simplified employee pension and/or a simple retirement account allocated to a
Participant in any calendar year cannot exceed the dollar limitation in effect
under Code Section 402(g) for that year.

3.11     Correction of Excess Pre-Tax Contributions
         ------------------------------------------

         3.11.1 Excess Pre-Tax Contributions, as adjusted per Section 3.12.2,
will be distributed to each Participant on whose behalf they were made no later
than the first April 15 following the close of the taxable year of the
Participant for which they were allocated. In no event may the amount
distributed under this Section 3.12 exceed the Participant's total Pre-Tax
Contributions (as adjusted under Section 3.12.2 for income and losses allocable
to them) for the taxable year for which he or she had Excess Pre-Tax
Contributions.

         3.11.2 The Excess Pre-Tax Contributions to be distributed to a
Participant will be adjusted for income or losses through the close of the Plan
Year for which they were made. Income and losses allocable to a Participant's
Excess Pre-Tax Contributions will be determined in a nondiscriminatory manner
(within the meaning of Code Section 401(a)(4)) consistent with the valuation of
Participant Accounts under Section 10.4.

         3.11.3 If a Participant has Excess Pre-Tax Contributions, but only when
taking into account his or her pre-tax contributions under another plan, in
order to receive a distribution of Excess Pre-Tax Contributions, he or she must
make a written claim to the Administrator no later than the March 15 following
the taxable year of the Participant for which the contributions were made. The
claim must specify the amount of the Participant's Excess Pre-Tax Contributions
for the preceding taxable year and be accompanied by the Participant's written
statement that if those amounts are not distributed, the Participant's Pre-Tax
Contributions, when added to amounts deferred under other plans or arrangements
described in Code Sections 401(k), 402(h)(1)(B) (a simplified employee pension),
403(b) (an annuity plan) or 408(p)(2)(A)(i) (a simple retirement plan) will
exceed the limit imposed on the Participant by Code Section 402(g) for the year
in which the deferral occurred.

         3.11.4 Excess Pre-Tax Contributions distributed prior to the first
April 15 following the close of the Participant's taxable year will not be
treated as Annual Additions under Section 3.7 for the preceding Limitation Year.

         3.11.5 Any Pre-Tax Contributions that are properly distributed under
Section 3.8 as excess Annual Additions are disregarded in determining if there
are any Excess Pre-Tax Contributions.

                                      -18-

<PAGE>

3.12     Actual Deferral Percentage Test
         -------------------------------

         3.12.1 The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year may not exceed the
greater of:

         (a)    the Average Actual Deferral Percentage for Eligible Participants
                who are Nonhighly Compensated Employees for the Plan Year
                multiplied by 1.25; and

         (b)    the lesser of:

                (i)  the Average Actual Deferral Percentage for Eligible
                     Participants who are Nonhighly Compensated Employees for
                     the Plan Year multiplied by two and

                (ii) the Average Actual Deferral Percentage for Eligible
                     Participants who are Nonhighly Compensated Employees for
                     the Plan Year plus two percentage points.

         3.12.2 The provisions of Code Section 401(k)(3) are incorporated by
reference.

         3.12.3 If this Plan satisfies the requirements of Code Sections
401(a)(4), 401(k), and 410(b) only if aggregated with one or more other plans,
or if one or more other plans satisfy the requirements of those Code sections
only if aggregated with this Plan, then this Section 3.13 is applied by
determining the Actual Deferral Percentages of Eligible Participants as if all
the plans were a single plan.

         3.12.4 The Administrator also may treat one or more plans as a single
plan with the Plan whether or not the aggregated plans must be aggregated to
satisfy Code Sections 401(a)(4) and 410(b). However, those plans must then be
treated as one plan under Code Sections 401(a)(4), 401(k), and 410(b). Plans may
be aggregated under this Section 3.13.4 only if they have the same plan year.

         3.12.5 Pre-Tax Contributions may be considered made for a Plan Year if
made no later than the end of the 12-month period beginning on the day after the
close of the Plan Year.

         3.12.6 The determination and treatment of the Pre-Tax Contributions and
Actual Deferral Percentage of any Participant must satisfy all requirements
prescribed by the Secretary of the Treasury, including, without limitation,
record retention requirements.

         3.12.7 The Administrator will limit the election and allocation of
Pre-Tax Contributions in order to avoid the creation of Excess Contributions. If
and to the extent necessary or desirable, the Administrator will recharacterize
Excess Contributions as After-Tax Contributions, or will distribute Excess
Contributions. Recharacterized Excess Contributions will be treated as required
in Treasury Regulations Section 1.401(k)-1(f)(3). The Administrator will
recharacterize Excess Contributions within two and one-half months after the
close of the Plan Year in which they arose. A distribution of Excess
Contributions will normally be made within the same time frame. At all events, a
corrective distribution of Excess Contributions must be made within 12 months
after the end of the Plan Year in which they arose, and will include income
allocable the

                                      -19-

<PAGE>

Excess Contributions for the Plan Year in which they arose. The method used to
determine the income allocable to Excess Contributions that are distributed will
not violate Code Section 401(a)(4), and will be applied consistently for all
Participants and all corrective distributions for any Plan Year. Any
distribution to a Participant of less than the entire amount of his or her
Excess Contributions will be treated as a pro rata distribution of Excess
Contributions and income. The Administrator may combine the correction methods
described in this Section 3.12.7. The amount of Excess Contributions to be
recharacterized or distributed to a Participant under this Section 3.13.7 will
be reduced by any Excess Pre-Tax Contributions previously distributed to the
Participant for his or her taxable year ending with or within the Plan Year.
Similarly, the amount of Excess Pre-Tax Contributions to be distributed for a
Participant's taxable year will be reduced by the amount of any Excess
Contributions previously distributed or recharacterized as to that Participant
for the Plan Year beginning with or within the Participant's taxable year.

3.13     Actual Contribution Percentage Test
         -----------------------------------

         3.13.1 The Average Actual Contribution Percentage for Eligible
Participants who are Highly Compensated Employees for the Plan Year may not
exceed the greater of:

         (a)    the Average Actual Contribution Percentage for Eligible
                Participants who are Nonhighly Compensated Employees for the
                Plan Year multiplied by 1.25; and

         (b)    the lesser of:

                (i)  the Average Actual Contribution Percentage for Eligible
                     Participants who are Nonhighly Compensated Employees for
                     the Plan Year multiplied by two; and

                (ii) the Average Actual Contribution Percentage for Eligible
                     Participants who are Nonhighly Compensated Employees for
                     the Plan Year plus two percentage points.

         3.13.2 The provisions of Code Section 401(m)(2) are incorporated by
reference.

         3.13.3 If this Plan satisfies the requirements of Code Section
401(a)(4), 401(k) and 410(b) only if aggregated with one or more other plans, or
if one or more other plans satisfy the requirements of those Code sections only
if aggregated with this Plan, then this Section 3.14 is applied by determining
the Actual Contribution Percentage of Eligible Participants as if all the plans
were a single plan.

         3.13.4 The Administrator also may treat one or more plans as a single
plan with the Plan, whether or not the aggregated plans must be aggregated to
satisfy Code Sections 401(a)(4) and 410(b). However, those plans must then be
treated as one plan under Code Sections 401(a)(4), 401(m) and 410(b). Plans may
be aggregated under this Section 3.14.4 only if they have the same plan year.

         3.13.5 An After-Tax Contribution is considered made for a Plan Year if
it is deducted from the Participant's Compensation during the Plan Year and
transmitted to the Trustee within a

                                      -20-

<PAGE>

reasonable period after that. A Company Contribution is considered made for a
Plan Year if it is allocated to a Matched Participant's Account as of a date
within the Plan Year, is actually paid to the Trust no later than 12 months
after the Plan Year, and is made on account of the Matched Participant's Basic
Contributions for the Plan Year. A Pre-Tax Contribution may be considered made
under this Section 3.14 for a Plan Year if it is recharacterized for purposes of
Section 3.13, and if it is includible in the gross income of the Participant as
of a date during that Plan Year. A recharacterized Pre-Tax Contribution is
includible in a Participant's gross income as of the date it would have been
paid to the Participant, had the Participant not elected to defer it into the
Plan.

         3.13.6 The determination and treatment of After-Tax and Company
Contributions and the Actual Contribution Percentage of any Participant must
satisfy all requirements prescribed by the Secretary of Treasury, including,
without limitation, record retention requirements.

         3.13.7 The Administrator will limit the making of After-Tax
Contributions in order to avoid the creation of Excess Aggregate Contributions.
If and to the extent necessary or desirable, the Administrator will forfeit any
Excess Aggregate Contributions that were Company Contributions and that were not
vested, and will distribute to the Participant who made them any Excess
Aggregate Contributions that were After-Tax Contributions, and will distribute
to the Matched Participant to whom they were allocated any Excess Aggregate
Contributions that were Company Contributions and were vested. A distribution of
Excess Aggregate Contributions will normally be made within two and one-half
months after the close of the Plan Year in which they arose. At all events a
corrective distribution of Excess Aggregate Contributions must be made no later
than 12 months after the close of the Plan Year in which they arose, and will
include income allocable to the Excess Aggregate Contributions for the Plan Year
in which they arose. The method used to determine the income allocable to any
Excess Aggregate Contributions that are distributed will not violate Code
Section 401(a)(4), and will be applied consistently for all Participants and all
corrective distributions for any Plan Year. Any distribution to a Participant of
less than the entire amount of his or her Excess Aggregate Contributions will be
treated as a pro rata distribution of Excess Aggregate Contributions and income.
The Administrator may combine the correction methods described in this Section
3.14.7.

         3.14   Multiple Use of Alternative Limitation
                --------------------------------------

         3.14.1 Multiple use of the alternative limitation occurs if all of the
following conditions are satisfied.

         (a)    The sum of the Average Actual Contribution Percentage for
                Eligible Participants who are Highly Compensated Employees and
                the Average Actual Deferral Percentage for Eligible Participants
                who are Highly Compensated Employees is greater than the
                Aggregate Limit for the preceding Plan Year.

         (b)    The Average Actual Deferral Percentage for Eligible Participants
                who are Highly Compensated Employees exceeds the amount
                described in Section 3.13.1(a).

         (c)    The Average Actual Contribution Percentage for Eligible
                Participants who are Highly Compensated Employees exceeds the
                amount described in Section 3.14.1(a)

                                      -21-

<PAGE>

         3.14.2 The Average Actual Deferral and Contribution Percentages for
Eligible Participants who are Highly Compensated Employees will be determined
for purposes of this Section 3.15 after corrective measures have been taken
under Sections 3.13.7 and 3.14.7.

         3.14.3 The Administrator will limit the making of After-Tax
Contributions or, if that is not sufficient, the election and allocation of
Pre-Tax Contributions, in order to avoid multiple use of the alternative
limitation. If and to the extent necessary or desirable, the Administrator will
eliminate multiple use of the alternative limitation by reducing the Average
Actual Contribution Percentage of the Eligible Participants who are Highly
Compensated Employees in the manner described in Section 3.10.7 above. The
amount of the required reduction will be Excess Aggregate Contributions, and
will be forfeited or distributed to Highly Compensated Employees as described in
Section 3.14.7 above.

                                   ARTICLE IV

                                     Vesting
                                     -------

4.1      Vesting in After-Tax, Pre-Tax and Rollover Contributions Accounts
         -----------------------------------------------------------------

         A Participant is always 100% vested in the balance of his or her
After-Tax Contribution Account, Pre-Tax Contribution Account and Rollover
Contribution Account.

4.2      Vesting in Company Contribution and Contingent Accounts
         -------------------------------------------------------

         4.2.1  A Participant becomes vested in any balance of his or her
Company Contribution Account and Contingent Account according to the following
Schedule:

                     Years of Service               Percent Vested
                     ----------------               --------------

                     Fewer than 2                          0%
                     2 but fewer than 3                   20%
                     3 but fewer than 4                   40%
                     4 but fewer than 5                   60%
                     5 or more                           100%

         4.2.2  Notwithstanding the foregoing, a Participant will become 100%
vested in the balance of his or her Company Contribution Account and Contingent
Account if:

         (a)    he or she reaches age 55 while employed by the Company or one of
                its Affiliates;

         (b)    he or she separates from service due to Disability;

         (c)    he or she dies while employed by the Company or one of its
                Affiliates;

         (d)    he or she ceases to be an Employee because of the permanent
                shutdown of a single site of employment or of one or more
                facilities or operating unites within a single site of
                employment; or

                                      -22-

<PAGE>

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

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

         4.3    Forfeitures
                -----------

         4.3.1  A Participant forfeits the non-vested portion of his or her
Company Contribution and Contingent Accounts on the earlier of: (a) the date as
of which he or she receives a distribution of his or her entire Company
Contribution and Contingent Accounts and (b) the date his or her Period of
Separation equals five years. The nonvested amount so forfeited is a
'Forfeiture.' If the Participant incurs a Forfeiture under clause (a) above and
his or her Period of Separation is shorter than five years, the Forfeiture is
restored, and the Period of Separation counts towards the Participant's Years of
Service, along with service before and after the Period of Separation, in
determining the Participant's Years of Service for purposes of Section 4.2. If
the Period of Separation is five years or longer, the Forfeiture will not be
restored, but the Period of Separation counts towards the Participant's Years of
Service, along with service before and after the Period of Separation, in
determining the Participant's Years of Service for purposes of Section 4.2. If a
Participant begins a Period of Separation by way of a maternity or paternity
leave, this Section 4.3.1 will be read by substituting the number 'six' for the
number 'five' wherever the latter number appears. A 'maternity or paternity
leave' is an absence from work because of the Participant's pregnancy, the birth
of a child to or placement of a child for adoption with the Participant, or the
need to care for the Participant's child immediately following its birth to or
placement with the Participant.

         4.3.2  Amounts that become Forfeitures during a month will be used to
restore Forfeitures to rehired Participants as provided in Section 4.3.1. Any
remaining Forfeitures during a month will be used to pay the administrative
expenses of the Plan in the following order: Trustee's fees, communications to
Participants, nondiscrimination testing, qualified domestic relations order
administration, enrollment fees, required minimum distribution fees, auditors'
fees, consulting and legal fees and other similar administrative expenses. Any
remaining Forfeitures during a month will be used to reduce the Company's
obligation to make Company Contributions in that month or succeeding months. Any
remaining Forfeitures during a month will be used to pay fees associated with
Participant communications to Participants 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.

         4.4    Special Vesting Rules
                ---------------------

                                      -23-

<PAGE>

         As of part of certain corporate transactions, the Company has fully
vested certain Participants in the Participants' Plan Accounts. The following
list details the most recent transactions:

         (a)    Snap-On Incorporated. Effective as of March 31, 1996, each
                Participant who was hired by Snap-On Incorporated as a part of
                the Company's sale of assets and liabilities to Snap-On
                Incorporated was fully vested in his or her Plan Account.

         (b)    Great Lakes Chemical Company. Effective as of July 31, 1999,
                each Participant who was hired by Great Lakes Chemical Company
                as a part of the Company's sale of assets and liabilities to
                Great Lakes Chemical Company was fully vested in his or her Plan
                Account.

         (c)    Smithville. Effective May 17, 2001, each Participant who was
                hired by Maverick Innovative Solutions as part of the Company's
                sale of assets and liabilities to Maverick Innovative Solutions
                was fully vested in his or her Plan Account.

                                    ARTICLE V

                     Timing of Distributions to Participants
                     ---------------------------------------

5.1      Separation from Service
         -----------------------

         Upon his or her separation from service with the Company and all
Affiliates for any reason, a Participant will be entitled to receive the vested
portion of his or her Account Balance, determined in accordance with the
provisions of Article IV and the valuation rules established for each Investment
Fund. The date as of which the Participant's Account Balance is determined will
be the Valuation Date preceding the date of distribution.

5.2      Start of Benefit Payments
         -------------------------

         5.2.1  Except as provided in Sections 5.2.2 and 5.2.3, unless a
Participant otherwise elects, payment of benefits will begin no later than the
60th day after the close of the Plan Year in which the latest of the following
events occurs:

         (a)    the Participant's 65th birthday;

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

         (c)    the Participant's separation from service.

If the amount of benefits payable to or in respect of a Participant cannot be
determined by the benefit commencement date described in the preceding sentence,
or if the Administrator cannot locate the Participant (or, if the Participant
has died, his or her Beneficiary) after making a reasonable effort to do so,
benefit payments will begin no later than 60 days after the amount of the
Participant's benefits can first be determined or the Participant (or his or her
Beneficiary) is

                                      -24-

<PAGE>

located, in the amount necessary to bring the payments up to date, as if they
had begun on the benefit commencement date described in the preceding sentence.

     5.2.2 The Participant's Account Balance will be distributed as soon as
practicable after the Participant elects a distribution following the
Participant's separation from service.  Notwithstanding the foregoing, if at the
time of his or her separation from service the Participant's total Account
Balance exceeds $5,000 the Participant may elect to defer distribution of his or
her Account Balance until a date no later than his or her Required Beginning
Date. A Participant will be deemed to have elected to defer payment of benefits
from the Plan until the date the Participant requests a distribution from the
Plan in a manner consistent with the uniform and nondiscriminatory rules
established by the Administrator.

     5.2.3 Notwithstanding any other provision of this Plan, a Participant must
begin to receive his or her benefit no later than his or her Required Beginning
Date. The amount to be distributed each year will be the minimum amount required
to satisfy Code Section 401(a)(9) and the regulations promulgated thereunder,
determined with no recalculation of life expectancy. The Required Beginning Date
of a Participant who reaches age 70-1/2 on or after January 1, 2000 is April 1
of the calendar year following the later of the calendar year in which the
Participant reaches age 70-1/2 or, retires. The Required Beginning Date of a
Participant who reaches age 70-1/2 before January 1, 2000 is April 1 of the
Calendar year following the Calendar year in which the Participant reaches age
70-1/2. Notwithstanding any other provision of this Section 5.2.3, if a
Participant is a five percent owner (as defined in Code Section 416) for the
Plan Year ending in the calendar year in which he or she reaches age 70-1/2, his
or her Required Beginning Date is April 1 of the following calendar year.

     5.2.4 Notwithstanding any other provision of this Plan, all Plan
distributions will comply with Code Section 401(a)(9), including Department of
Treasury Regulation Section 1.401(a)(9)-2. In addition, the benefit payments
distributed to any Participant will satisfy the incidental death benefit
provisions under Code Section 401(a)(9)(G) and the regulations promulgated under
it.

     5.2.5 If the Participant dies after beginning distribution of his or her
Account Balance, the remainder of the Account Balance will be payable in
accordance with Section 7.1. Notwithstanding the foregoing, the Participant's
Account Balance must continue to be distributed at least as rapidly as under the
method of distribution in effect before the Participant died.

     5.2.6 If the Participant dies before beginning distribution of his or her
Account Balance, the Participant's Account Balance will be distributed as
provided under Section 7.1, but distribution must be completed within five years
after the Participant dies. Notwithstanding the foregoing, the Participant's
Beneficiary may receive the Account Balance over his or her life or over a
period not extending beyond his or her life expectancy, so long as distribution
begins within one year after the Participant dies, or, if the Beneficiary is the
Participant's Surviving Spouse, by the date the Participant would have reached
age 70-1/2. Furthermore, if the Participant's Surviving Spouse is the
Beneficiary and dies before distribution begins, the next Beneficiary to take
may receive benefits over his or her life or a period not exceeding his or her

                                      -25-

<PAGE>

life expectancy, so long as distribution begins by the date the Surviving Spouse
would have reached age 70-1/2.

                                   ARTICLE VI
               Forms of Benefit, In-Service Withdrawals and Loans
               --------------------------------------------------

6.1      Cashout of Small Amounts
         ------------------------

         Notwithstanding any other Plan provision, if a Participant's Account
Balance is not larger than $5,000 the Account Balance will be paid in one lump
sum to the Participant as soon as practicable after the Participant's separation
from service, without his or her consent or the consent of his or her spouse.

6.2      Medium of Distribution
         ----------------------

         A Participant's Account Balance will be distributed by check to the
Participant or Beneficiary entitled to it (or to his or her designated agent).
Alternatively, as to any amount invested in the Company Stock Fund and the FMC
Technologies Stock Fund at the time of distribution, the Participant or, where
applicable, his or her Beneficiary, may request a certificate representing the
whole shares of Company Stock and/or FMC Technologies Stock held for him or her,
and a check representing any fractional share. The Administrator will establish
uniform and nondiscriminatory rules governing the timing, content and manner of
elections under this Section 6.2.

6.3      Forms of Benefit
         ----------------

         6.3.1   A Participant or Beneficiary may elect to have his or her
Account Balance distributed in any of the forms described below.

         (a)     Lump Sum: This form of benefit pays the entire Account Balance
                 in one payment.

         (b)     Installments for a Fixed Period: The Participant or Beneficiary
                 may elect to receive annual, quarterly or monthly installments
                 over a fixed period of 20 years or less, or, for periods
                 beginning before June 1, 1997, 10 years or less.

         (c)     Installments over Life Expectancy:  The Participant or
                 Beneficiary may elect to receive annual, quarterly or monthly
                 installments over his or her life expectancy or over the joint
                 life  expectancy of the Participant and his or her Beneficiary.

         6.3.2   If the Participant chooses to receive installments, the size of
each installment will be calculated by dividing the Account Balance determined
as of the date described in Section 5.1 by the total number of installments
remaining to be paid.

         6.3.3   The Administrator will establish uniform and nondiscriminatory
rules governing the timing, content and manner of elections under this
Section 6.3.

                                       -26-

<PAGE>

         6.3.4 No installment election under this Plan will permit payments to
be made over a period longer than the Participant's life expectancy or the joint
life expectancy of the Participant and his or her Beneficiary. A Participant may
not elect any stream of installments providing payments to a Beneficiary who is
other than his or her spouse, unless the amount distributed each year equals or
exceeds the quotient obtained by dividing the Participant's Account Balance by
the divisor determined under Department of Treasury Regulation Section
1.401(a)(9)-2. Further, the amount of the periodic payment made to a Beneficiary
cannot under any circumstances be larger than the amount of the periodic payment
made to the Participant.

6.4      Change in Form, Timing or Medium of Benefit Payment
         ---------------------------------------------------

         Any former Employee who is a Participant and who has chosen to defer
payment of his or her Account Balance may request a change in the form, timing
or medium in which his or her Account Balance will be paid, so long as the
revised election conforms to Section 6.3. Once benefit payments have begun, no
Participant may change the form, timing or medium of payment of his or her
Account Balance.

6.5      Direct Rollover of Eligible Rollover Distributions
         --------------------------------------------------

         6.5.1 Notwithstanding any provision of the Plan, a Distributee may
elect, at the time and in the manner prescribed below, to have any portion of an
Eligible Rollover Distribution paid in a Direct Rollover to an Eligible
Retirement Plan specified by the Distributee.

         6.5.2 At least 30, but no more than 90, days before the Annuity
Starting Date, the Administrator will furnish the Participant with a notice
containing information regarding his or her right to take distribution directly
or to elect a Direct Rollover, and some of the federal tax consequences of the
alternative types of distribution. The notice must meet the requirements of Code
Section 402(f). The Administrator will give the Participant an election period
of at least 30 days to decide whether to elect a Direct Rollover.
Notwithstanding the foregoing, the election period may end immediately after the
Participant makes an affirmative election as to whether to receive the
distribution directly or in the form of a Direct Rollover, so long as the
Participant is properly informed of his or her right to a full 30-day election
period, and waives the remainder of the election period.

6.6      In-service and Hardship Withdrawals
         -----------------------------------

         6.6.1 An active Participant who has reached age 59-1/2 may elect to
withdraw all or any part of his or her Account. For periods beginning before
January 1, 2000, a Participant was permitted only one in-service withdrawal
during his or her lifetime. The Administrator will establish uniform and
nondiscriminatory procedures for requesting, granting and processing in-service
withdrawals under this Section 6.6.1, which may include telephonic or electronic
procedures, as and to the extent permitted by applicable law or regulation.

         6.6.2 An active Participant who has not reached age 59 1/2 may make a
withdrawal of the following portions of the Participant's Account Balance in the
order listed below:

         (a)   all or part of the After-Tax Contributions he or she made after
               March 31, 1986 and before January 1, 1987;

                                      -27-

<PAGE>

         (b)      all earnings or appreciation attributable to After-Tax
                  Contributions he or she made after March 31, 1986 and before
                  January 1, 1987;

         (c)      all or part of the After-Tax Contributions he or she made or
                  to the Plan after December 31, 1986;

         (d)      all or part of his or her After-Tax Contributions made before
                  April 1, 1982, or, if less, the amount in the Participant's
                  After-Tax Contribution Account allocable to those
                  contributions;

         (e)      any amount remaining in the Participant's After-Tax
                  Contribution Account that is allocable to After-Tax
                  Contributions made before April 1982;

         (f)      all earnings or appreciation attributable to the After-Tax
                  Contributions he or she made to the Plan after December 31,
                  1986;

         (g)      all the vested value of his or her Contingent Account;

         (h)      all of the current value of vested Company Contributions and
                  FMC contributions made as to After-Tax Contributions he or she
                  made to the Plan after December 31, 1986.

For periods beginning before January 1, 2000, the above order had Subsection (g)
before Subsection (f). For periods beginning before January 1, 2000, a
Participant who made a withdrawal under Subsection (d), (e), (f), (g) or (h) was
suspended from making Pre-Tax Contributions from the effective date of the
withdrawal until the first payroll period coincident with or next following the
first day of the seventh calendar month after the withdrawal was effective. The
Administrator will establish uniform and nondiscriminatory procedures for
requesting, granting and processing in-service withdrawals under this Section
6.6.2, which may include electronic or telephonic procedures, as and to the
extent permitted by applicable law or regulation.

         6.6.3 An active Participant may make a hardship withdrawal from his or
her Pre-Tax Contribution Account if he or she demonstrates to the Administrator
that the withdrawal is necessary to satisfy the Participant's immediate and
heavy financial need. A hardship withdrawal cannot exceed the total Pre-Tax
Contributions made to the Plan on behalf of the Participant by the date of the
withdrawal, reduced by the amounts of any previous hardship or other in-service
withdrawals. In addition, the minimum hardship withdrawal permitted is $500, or,
if less, the total amount of Pre-Tax Contributions, made for the Participant,
minus any previous hardship or in-service withdrawals.

         (a)      A distribution is on account of an immediate and heavy
                  financial need if it is for:

                  (1)  medical expenses as described in Code Section 213(d)
                       incurred by the Participant, his spouse or dependents;

                  (2)  costs directly related to the purchase of a principal
                       residence for the Participant (excluding mortgage
                       payments);

                                      -28-

<PAGE>

                   (3)  tuition payments, or related education expenses, for the
                        next 12 months of post-secondary education for the
                        Participant or the Participant's spouse or dependents;

                   (4)  payments necessary to prevent the Participant's eviction
                        from his or her principal residence, or foreclosure on
                        the mortgage on the Participant's residence;

                   (5)  expenses incurred for the funeral of a member of the
                        Participant's immediate family;

                   (6)  legal expenses incurred by the Participant in obtaining
                        a divorce;

                   (7)  expenses incurred by the Participant in remedying an
                        uninsured property loss;

                   (8)  expenses incurred by the Participant in adopting or
                        attempting to adopt a child;

                   (9)  emergency expenses of the Participant in personal
                        bankruptcy; or

                   (10) other expenses deemed by the Administrator to constitute
                        hardships justifying a hardship withdrawal, and formally
                        adopted under rules of the Administrator as eligible for
                        hardship withdrawal.

               (b) A withdrawal will be permitted only if the Participant
                   certifies in writing to the Administrator that the
                   immediate and heavy financial need" cannot be met from
                   other resources reasonably available to the Participant
                   and the Participant further represents to the
                   Administrator, in such manner and form as the
                   Administrator may require, that the Participant's
                   immediate and heavy financial need cannot be relieved:

                   (1)  through reimbursement or compensation by insurance or
                        otherwise;

                   (2)  by reasonable liquidation of the Participant's assets,
                        to the extent liquidation would not itself cause an
                        immediate and heavy financial need;

                   (3)  by the Participant's ceasing to have Pre-Tax
                        Contributions made for him or her under the Plan; or

                   (4)  by other distributions from plans maintained by a
                        Participating Employer or any other employer, or by
                        borrowing from commercial sources on reasonable
                        commercial terms.

                   If the Participating Employer or the Administrator knows
                   that the representation required by the preceding sentence
                   would not be true, the hardship withdrawal request will not
                   be granted.

                                      -29-

<PAGE>

         (c)      A hardship withdrawal under this Section 6.6.3 cannot
                  exceed the amount required to relieve the financial need,
                  including any amounts necessary to pay any federal, state, or
                  local income taxes or penalties reasonably anticipated to
                  result from the distribution.

         6.6.4    The Administrator will establish uniform and
nondiscriminatory procedures for requesting, granting and processing hardship
withdrawals.

6.7      Loans
         -----

         6.7.1    An active Participant may submit an application to the
Administrator to borrow from his or her Account (on such uniform and
nondiscriminatory terms and conditions as the Administrator shall prescribe) an
amount, when added to the amount of any then outstanding loan, does not exceed
the lesser of:

         (a)      $50,000, reduced by the excess (if any) of the Participants
                  highest outstanding Plan loan balance during the one-year
                  period ending on the day before the loan is made over the
                  Participant's outstanding Plan loan balance on the day the
                  loan is made; and

         (b)      50% of the Participant's Account as of the Valuation Date
                  coincident with or immediately preceding the date the
                  Administrator receives the application.

In calculating the Participant's loan limit, all loans from qualified plans of
the Company and all Affiliates will be aggregated.

         6.7.2    Each loan granted under the Plan will meet the following
                  requirements:

                  (a)     it must be evidenced by a negotiable promissory note;

                  (b)     the rate of interest payable on the unpaid balance of
                          the loan will be reasonable;

                  (c)     the amount of the loan must be at least $1,000;

                  (d)     the loan, by its terms, must require repayment within
                          five years;

                  (e)     the loan will be secured by the Participant's interest
                          in the Account Balance of his or her Account, but not
                          to exceed 50% of such Account; and

                  (f)     the loan must be repaid through payroll deduction, or,
                          if the loan has been outstanding for at least three
                          months, the Participant may make one payment by check
                          or money order of the full amount of principal and
                          interest then outstanding.

         6.7.3    If a Participant is granted a loan, a "Loan  Account" will be
established for the Participant. All Loan Accounts will be held by the Funding
Agent, as part of the Trust Fund.

                                      -30-

<PAGE>

The loan amount will be transferred from a Participant's other Accounts
according to uniform and nondiscriminatory ordering rules adopted by the
Administrator, and will be disbursed from the Loan Account. Principal and
interest payments of a loan will be credited initially to the Loan Account of
the Participant, and will be transferred as soon as reasonably practicable
thereafter to the other Accounts of the Participant according to uniform and
nondiscriminatory ordering rules adopted by the Administrator. All fees and
expenses incurred in connection with a loan obligation of a Participant will be
borne solely by the Participant's Account.

         6.7.4  Loan repayments will be made through payroll withholding during
a Participant's employment. Each Participant who requests a loan consents to
such payroll withholding for repayment of the loan. Upon termination of
employment, a Participant may elect to continue to repay the loan under such
uniform and nondiscriminatory rules as the Administrator has established.
Beginning on the Effective Date, the Administrator will cease payroll reduction
for loan repayments as soon as reasonably practicable after receipt of a court
order to do so in the event of a Participant's bankruptcy, and the loan will
immediately be deemed to be in default. Any fees and expenses incurred in
connection with a loan and loss caused by nonpayment or other default on a loan
obligations will be borne solely by the Loan Account of the Participant. A
default will constitute a taxable event to the Participant, necessitating
certain reporting obligations on the Administrator's part, and the note
evidencing a loan in default will be executed upon and processed in accordance
with the uniform and nondiscriminatory rules adopted by the Administrator. A
Participant's loan repayments will, at his or her request, be suspended during
the time he or she is absent as a result of qualifying military service (as
determined under USERRA), as permitted under Code Section 414(u)(4).

         6.7.5  A Participant may not have more than two loans outstanding at
any given time. For periods beginning before January 1, 2000, a Participant
could not have more than one Plan loan in any 12-month period, and could not
have more than two loans outstanding at any given time.

         6.7.6. Upon termination of employment, a Participant who has an
outstanding loan under the Plan must repay his or her loan in a lump sum or the
loan will be in default. Notwithstanding the above, the Committee (or its
delegate) may, in its sole discretion, allow terminated Participants to continue
to repay loans under such uniform and nondiscriminatory rules as the Committee
(or its delegate) determines.

                                   ARTICLE VII

                                 Death Benefits
                                 --------------

7.1      Payment of Account Balance
         --------------------------

         7.1.1  Subject to the provisions of Section 5.2, if a Participant dies
before payment of his or her Account Balance has begun, his or her Account
Balance will be paid to the Participant's Beneficiary in the form of benefit
chosen by the Beneficiary under Sections 6.2 and 6.3. The Beneficiary of a
Participant who is married on the date of his or her death will be the
Participant's Surviving Spouse, unless the Participant has designated another
Beneficiary and the Surviving Spouse consented to the designation, both as
provided in Section 7.3.

                                      -31-

<PAGE>

7.2      Failure to Name a Beneficiary
         -----------------------------

         If a Participant fails to name a Beneficiary and dies before payment of
his or her Account Balance begins, or if no designated Beneficiary survives the
Participant, the Administrator will pay any amounts due after the Participant's
death to the Participant's surviving spouse or, if there is no surviving spouse,
to the Participant-'s surviving children, in equal shares. If the Participant
leaves behind no surviving spouse or children, the Administrator will pay any
amounts then due to the Participant's estate.

7.3      Waiver of Spousal Beneficiary Rights
         ------------------------------------

         7.3.1    A Participant may designate someone other than his or her
Surviving Spouse as his or her primary Beneficiary only if the designation or
election meets the requirements of this Section 7.3 outlined below.

         7.3.2    The Administrator will provide each Participant with a written
                  explanation of:

         (a)      the right of the Participant to name someone other than his or
                  her Surviving Spouse as a Beneficiary;

         (b)      the right of the Participant's spouse to be named as the
                  primary Beneficiary for all of the Participant's Account
                  Balance and the effect of waiving that right; and

         (c)      the Participant's right to revoke a previous designation of
                  someone other than the Surviving Spouse as a Beneficiary, and
                  the effect of such a revocation.

         7.3.3    A designation of someone other than the Surviving Spouse as a
primary Beneficiary will be effective only if it is made in writing and
consented to by the Participant's spouse, with the spouse's consent witnessed by
a notary public or the Administrator. Any subsequent change of Beneficiary to an
individual who is not the Participant's Surviving Spouse must also be in writing
and consented to by the Participant's spouse, with the spouse's consent
witnessed by a notary public or the Administrator. Spousal consent is not
necessary if the Participant establishes to the satisfaction of a Plan
representative that the Participant does not have a spouse, or that the
Participant's spouse cannot be located. Spousal consent is also unnecessary if
the Participant produces a court order to the effect that the Participant is
legally separated from his or her spouse or has been abandoned by the spouse,
within the meaning of the law of the Participant's state of residence, unless a
qualified domestic relations order requires otherwise. If the Participant's
spouse is legally incompetent to give consent, the spouse's legal guardian may
give the spouse's consent, even if the legal guardian is the Participant. A
spouse's consent will be valid only as to that spouse, and an election deemed
effective without the spouse's consent will be valid only as to the spouse
designated as to that election. A Participant may revoke a prior designation of
someone other than the Surviving Spouse as a primary Beneficiary without the
consent of his or her spouse, and may revoke such a designation an unlimited
number of times.

         7.3.4    A Participant's former spouse will be treated as the spouse or
Surviving Spouse only to the extent provided under a qualified domestic
relations order as described in Code Section 414(p).

                                      -32-

<PAGE>

                                  ARTICLE VIII
 Special Forms of Benefit and Death Benefit Terms for Certain Participants Prior
 -------------------------------------------------------------------------------
                                    to 2002
                                    -------

8.1      Applicability
         -------------

         For periods prior to January 1, 2002, the provisions of this Article
VIII apply, instead of Sections 6.3, 6.4, 7.1, 7.2 and 7.3, to the entire
Account Balance of each Participant who was: (a) a participant in the FMC
Corporation Savings and Investment 401(k) Plan for Bargaining Unit Employees
("FMC Unmatched Plan") immediately before his or her collective bargaining unit
became covered under this Plan, and whose account balance in the FMC Unmatched
Plan was transferred to this Plan; or (b) transferred to the Company as part of
its acquisition from Stein, Inc. or Frigoscandia Equipment Holding AB. Sections
6.1, 6.2, 6.5, 6.6 and 6.7 continue to apply to the Account Balances of
Participants described in the preceding sentence, but this Article VIII does not
apply to any other Participant.

8.2      Forms of Benefit for Certain Transferred Participants
         -----------------------------------------------------

         8.2.1   The normal form of benefit for a Participant to whom this
Article VIII applies is the 50% Joint and Survivor-Ten Year Certain Annuity with
the Participant's spouse as the Beneficiary, if the Participant is married on
the Annuity Starting Date. If the Participant is not married on the Annuity
Starting Date, the normal form of benefit is the Life and Ten Year Certain
Annuity. If the Participant fails to make an election under Section 8.4, his or
her Account Balance will be paid in the normal form of benefit. A Participant
covered by this Article VIII who is married on the Annuity Starting Date may
elect a benefit other than the normal form of benefit only if his or her spouse
consents to the election within the time frame and in the manner required by
Section 8.4.

         8.2.2   Subject to Sections 8.2.1 and 8.4, and except as otherwise
provided herein, a Participant covered by this Article VIII may elect to have
his or her benefit under this Plan paid in the form of a lump sum distribution
or a fixed dollar annuity purchased on his or her behalf. A Plan annuity is a
fixed dollar annuity if it provides a stream of monthly payments that do not
vary in amount.

         8.2.3   If a Participant to whom this Article VIII applies elects to
have a fixed dollar annuity purchased on his or her behalf, he or she may select
any of forms of annuity described in this Section 8.2.3.

         (a)     Life and Ten Year Certain Annuity: This form of annuity pays
                 the Participant a fixed amount each month beginning with the
                 month in which the Annuity Starting Date occurs and ending when
                 the Participant dies. If the Participant dies before 120
                 monthly payments have been made, payments will continue to the
                 Participant's Beneficiary until 120 monthly payments have been
                 made to the Participant and Beneficiary under the annuity.

         (b)     Joint and Survivor-Ten Year Certain Annuity: This form of
                 annuity pays the Participant a fixed amount each month
                 beginning with the month in which the Annuity Starting Date
                 occurs and ending when the Participant dies. If the

                                      -33-

<PAGE>

                  Participant's Beneficiary survives the Participant, payments
                  will continue to the Participant's primary Beneficiary until
                  the Beneficiary dies. If the Participant and Beneficiary both
                  die before 120 monthly payments have been made to the
                  Participant and Beneficiary under the annuity, payments will
                  continue to the Participant's contingent Beneficiary until 120
                  monthly payments in all have been made under the annuity. The
                  monthly payment payable to the primary or contingent
                  Beneficiary before 120 payments have been made under the
                  annuity equals the monthly payment made during the
                  Participant's lifetime. The monthly payment payable to the
                  primary Beneficiary after 120 payments have been made under
                  the annuity equals 100% or 50% of the monthly payment made
                  during the Participant's lifetime, as specified in the
                  Participant's election. Both the primary and contingent
                  Beneficiaries must be named at the time this annuity is
                  elected.

         (c)      Period Certain Annuity: This form of annuity pays the
                  Participant a fixed amount each month beginning with the month
                  in which the Annuity Starting Date occurs and ending when the
                  specified number of monthly payments have been made to the
                  Participant and, if he or she dies before receiving the
                  specified number of payments, to the Participant's
                  Beneficiary. The Participant may specify 60, 120 or 180
                  monthly payments. The Participant specifies the number of
                  monthly payments and names his or her Beneficiary at the time
                  he or she elects the annuity.

         (d)      Other: This form of payment includes any other alternative
                  form of distribution, including installment distributions,
                  provided for by the Funding Agent. Notwithstanding the
                  foregoing, a Participant may not elect any form of
                  distribution providing only for the payment of interest or
                  income earned on his or her Accounts.

         8.2.4    An annuity under this Plan must provide that payments will be
made over a period no longer than the life of the Participant, the lives of the
Participant and his or her Beneficiary, the Participant's life expectancy or the
life expectancy of the Participant and his or her Beneficiary. A Participant to
whom this Article VIII applies may not elect any form of annuity providing
monthly payments to a Beneficiary who is other than his or her spouse, unless
the amount distributed each year equals or exceeds the quotient obtained by
dividing the Participant's Account Balances by the divisor determined under
Department of Treasury Regulation Section 1.401(a)(9)-2. Further, the amount of
the monthly payment made to a Beneficiary cannot under any circumstances be
larger than the amount of the monthly payment made to the Participant.

8.3      Change in Form, Timing or Medium of Benefit Payment for Certain
         ---------------------------------------------------------------
Transferred Participants
------------------------

         Any former Employee who is a Participant to whom this Article VIII
applies and who has chosen to defer payment of his or her Account Balance may
request a change in the form, timing or medium in which his or her Account
Balances will be paid, so long as the revised election

                                      -34-

<PAGE>

conforms to Sections 8.2 through 8.4. Once payments have begun, no Participant
may change the form, timing or medium of payment of his or her Account Balance.

8.4      Waiver of Normal Form of Benefit for Certain Transferred Participants
         ---------------------------------------------------------------------

         8.4.1    The Account Balance of a Participant to whom this Article VIII
applies will be distributed in the normal form of benefit, regardless of what
form of benefit the Participant chooses, unless the Participant makes an
effective waiver under this Section 8.4 and, if the Participant is married on
the Annuity Starting Date, unless the Participant's spouse consents to the
Participant's choice of another form of benefit in the manner described in this
Section 8.4. No sooner than 30, and no more than 90, days before the Annuity
Starting Date, the Administrator will provide the Participant with a written
explanation of:

         (a)      the terms and conditions of the normal form of benefit;

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

         (c)      the right of the Participant's spouse to consent or withhold
                  his or her consent to the Participant's choice of another form
                  of benefit; and

         (d)      the Participant's right to revoke a waiver of the normal form
                  of benefit, and the effect of revoking the waiver.

A Participant may revoke his or her waiver of the normal form of benefit at any
time before the payment begins, without his or her spouse's consent. For
purposes of the previous sentence, if the Participant's Account Balance is to be
paid in the form of an annuity, payment will be deemed to begin when the annuity
has been purchased.

         8.4.2    A Participant's waiver of the normal form of benefit will be
                  effective only if:

         (a)      the Participant's spouse consents in writing to the waiver;

         (b)      the waiver includes an election of a form of benefit that
                  cannot be changed without the spouse's consent, or the
                  spouse's consent specifically permits the Participant to make
                  other elections of forms of benefit;

         (c)      the spouse's consent acknowledges the effect of the waiver;
                  and

         (d)      the spouse's consent is witnessed by a notary public or the
                  Administrator.

Spousal consent to the Participant's waiver of the normal form of benefit is not
necessary if the Participant establishes to the satisfaction of a Plan
representative that the Participant does not have a spouse, or that the
Participant's spouse cannot be located. Spousal consent is also unnecessary if
the Participant produces a court order to the effect that the Participant is
legally separated from his or her spouse or has been abandoned by the spouse,
within the meaning of the

                                      -35-

<PAGE>

law of the Participant's state of residence, unless a qualified domestic
relations order requires otherwise. If the Participant's spouse is legally
incompetent to give consent, the spouse's legal guardian may give the spouse's
consent, even if the legal guardian is the Participant. A spouse's consent will
be valid only as to that spouse, and an election deemed effective without the
spouse's consent will be valid only as to the spouse designated as to that
election.

         8.4.3    Notwithstanding the foregoing, the first payment of the
Participant's Account Balance may be made as early as seven days after the
Participant makes an affirmative election to receive his or her Account Balance
in a particular form of payment, even if that means the Participant has fewer
than 30 days to decide on a form of payment, if the Annuity Starting Date is
after the date of the Participant's affirmative election and, if the Participant
is married on the Annuity Starting Date, the Participant's spouse consents to
the form of payment in the manner required by Section 8.4.2.

         8.4.4    If the Administrator believes that any spouse might, under the
law of any jurisdiction, have any interest in any benefit that might become
payable to a Participant, the Administrator may, as a condition precedent to the
Participant's making any distribution or withdrawal election, require a written
release or releases, or other documents that it believes are necessary,
desirable, or appropriate to prevent or avoid any conflict or multiplicity of
claims regarding payment of any Plan benefits.

8.5      Payment of Account Balances of Certain Transferred Participants Who Die
         -----------------------------------------------------------------------
Before Payment Begins
---------------------

         8.5.1    If a Participant to whom this Article VIII applies dies

before payment of his or her Account Balance has begun, 50% of the Participant's
Account Balance will be paid to his or her urviving Spouse in the form of a life
annuity, and the remainder will be paid to his or her Surviving Spouse in the
form of a lump sum within 90 days after the Administrator receives notice of the
Participant's death. If the Participant has no Surviving Spouse, the
Participant's Account Balance will be paid to his or her Beneficiary in the form
of a lump sum within 90 days after the Administrator receives notice of the
Participant's death.

         8.5.2    The Participant may choose a form of benefit other than the
life annuity for the 50% of his or her Account Balance that will be paid to the
Surviving Spouse, so long as the Participant's election meets the requirements
of Section 8.7 and his or her Spouse consents in the time and manner required by
Section 8.7. The Participant may also designate a Beneficiary other than his or
her Surviving Spouse as the primary Beneficiary to receive some or all of his or
her Account Balance, so long as the Surviving Spouse consents to the designation
in the time and manner required by Section 8.7.

         8.5.3    Unless the Partiipant has chosen a form of benefit for his or
her Beneficiary or Surviving Spouse, the Beneficiary or Surviving Spouse may
choose to have any amounts payable to him or her paid in any of the forms of
benefit described under Section 8.2 other than the Joint and Survivor-Ten Year
Certain Annuity. Payments to a Surviving Spouse must begin no later than the
April 1 following the year in which the Participant would have reached age
70-1/2, and payments to a Beneficiary who is not the Surviving Spouse must begin
no later than one year after the Participant's death. Amounts payable to a
Beneficiary or Surviving Spouse must be

                                      -36-

<PAGE>

made within five years after the Participant' death, or over a period not
exceeding the life or life expectancy of the Surviving Spouse. A Participant's
Surviving Spouse who chooses to waive his or her right to receive 50% of the
Participant's Account Balances in the form of a life annuity must waive the
right in the time and manner described in Section 8.7.

         8.5.4  Notwithstanding Section 8.5.3 above, if at the time the
Participant dies his or her Account Balance does not exceed $5,000 the Account
will be distributed in the form of a single sum payment. In addition, if more
than one Beneficiary is concurrently entitled to receive annuity payments, or if
the monthly annuity payment to any Beneficiary would be less than $50 (or
another amount established from time to time by the Administrator), the
Administrator may choose to pay the value of the annuity in a single sum, so
long as the single sum would not exceed the dollar limit of the previous
sentence.

8.6      Failure to Name a Beneficiary for Certain Transferred Participants
         ------------------------------------------------------------------

         If a Participant to whom this Article VIII applies fails to name a
Beneficiary and dies before payment of his or her Account Balance begins, or if
no designated Beneficiary survives the Participant, the Administrator will pay
any amounts due after the Participant's death to the Participant's Surviving
Spouse or, if there is no Surviving Spouse, to the Participant's surviving
children in equal shares. If the Participant leaves behind no Surviving Spouse
or surviving children, the Administrator will pay any amounts then due to the
Participant's estate.

8.7      Waiver of Preretirement Survivor Annuity for Certain Transferred
         ----------------------------------------------------------------
Participants
------------

         8.7.1  A Participant to whom this Article VIII applies may designate
someone other than his or her Surviving Spouse as a primary Beneficiary to
receive any portion of his or her Account Balance payable after his or her
death, or the Participant or his or her Surviving Spouse may choose a form of
benefit other than the life annuity for the 50% of the Account Balances that
will automatically be paid to the Surviving Spouse as a life annuity only if the
designation or election meets the requirements of this Section 8.7 outlined
below.

         8.7.2  The Administrator will provide each Participant with a written
                explanation of:

         (a)    the 50% preretirement life annuity payable to the Participant's
                Surviving Spouse;

         (b)    the Participant's right to waive that annuity and the effect of
                such a waiver;

         (c)    the right of the Participant's spouse to the 50% preretirement
                life annuity and the effect of waiving that right; and

         (d)    the Participant's right to revoke a previous waiver and the
                effect of such a revocation;

         (e)    the right of the Participant to name someone other than his or
                her Surviving Spouse as a Beneficiary;

         (f)    the right of the Participant's spouse to be named as the
                primary Beneficiary for all of the Participant's Account Balance
                and the effect of waiving that right; and

                                      -37-

<PAGE>

         (g) the Participant's right to revoke a previous designation of someone
             other than the Surviving Spouse as a Beneficiary, and the effect of
             such a revocation.

The Administrator will provide the above explanation to the Participant during
the period that begins on the first day of the Plan Year in which the
Participant reaches age 32 and ends on the last day of the Plan Year in which
the Participant reaches age 34. If a Participant first becomes a Participant
after the start of that period, the Administrator will provide the explanation
no later than the end of the second Plan Year after the Participant first
becomes a Participant.

         8.7.3  A designation of someone other than the Surviving Spouse as a
primary Beneficiary, or the election of a form of benefit other than the 50%
preretirement life annuity will be effective only if it is made in writing and
consented to by the Participant's spouse, with the spouse's consent witnessed by
a notary public or the Administrator. Moreover, the election must be made during
the period that begins on the first day of the Plan Year in which the
Participant reaches age 35 (or, if earlier, the date the Participant separates
from service) and ends on the date of the Participant's death. Any subsequent
change of Beneficiary to an individual who is not the Participant's Surviving
Spouse must also be in writing and consented to by the Participant's spouse,
with the spouse's consent witnessed by a notary public or the Administrator.
Spousal consent is not necessary if the Participant establishes to the
satisfaction of a Plan representative that the Participant does not have a
spouse, or that the Participant's spouse cannot be located. Spousal consent is
also unnecessary if the Participant produces a court order to the effect that
the Participant is legally separated from his or her spouse or has been
abandoned by the spouse, within the meaning of the law of the Participant's
state of residence, unless a qualified domestic relations order requires
otherwise. If the Participant's spouse is legally incompetent to give consent,
the spouse's legal guardian may give the spouse's consent, even if the legal
guardian is the Participant. A spouse's consent will be valid only as to that
spouse, and an election deemed effective without the spouse's consent will be
valid only as to the spouse designated as to that election. A Participant may
revoke a prior waiver of the 50% preretirement life annuity or a prior
designation of someone other than the Surviving Spouse as a primary Beneficiary
without the consent of his or her spouse, and may revoke such a waiver or
designation an unlimited number of times.

         8.7.4  A Participant's former spouse will be treated as the spouse or
Surviving Spouse only to the extent provided under a qualified domestic
relations order as described in Code Section 414(p).

                                   ARTICLE IX

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

9.1      Named Fiduciaries
         -----------------

         9.1.1  The Company is the Plan sponsor and a "named fiduciary," as that
term is defined in ERISA Section 402(a)(2), with respect to control over and
management of the Plan's assets only to the extent that it (a) appoints the
members of the Committee which administers the Plan at the Administrator's
direction; (b) delegates its authorities and duties as "plan administrator"

                                      -38-

<PAGE>

(as defined under ERISA) to the Committee; and (c) continually monitors the
performance of the Committee.

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

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

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

9.2  Employment of Advisers
     ----------------------

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

9.3  Multiple Fiduciary Capacities
     -----------------------------

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

9.4  Payment of Expenses
     -------------------

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

9.5  Indemnification
     ---------------

     To the extent not prohibited by state or federal law, each Participating
Employer agrees to, and will indemnify and save harmless the Administrator, any
past, present, additional or replacement member of the Committee, and any other
Employee, officer or director of that Participating Employer, from all claims
for liability, loss, damage (including payment of expenses to defend against any
such claim) fees, fines, taxes, interest, penalties and expenses

                                      -39-

<PAGE>

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.

                                    ARTICLE X

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

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

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

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

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

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

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

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

10.2  Investment Powers, Duties and Responsibilities of the Administrator and
      -----------------------------------------------------------------------
the Committee
-------------

      10.2.1 The Administrator and the Committee have the power to make and deal
with any investment of the Trust in any manner it deems advisable and which is
consistent with the Plan. Notwithstanding the foregoing, the power to make and
deal with Trust investments does not extend to any assets subject to the
direction and control of Plan Participants as described in Section 10.3.2.

      10.2.2 The Administrator and/or the Committee will establish and carry out
a funding policy and method consistent with the objectives of the Plan and the
requirements of ERISA.

      10.2.3 The Administrator and the Committee have the power to direct that
assets of the Trust be held in a trust or a master trust consisting of assets of
plans maintained by a Participating Employer that are qualified under Code
Section 401(a).

                                      -40-

<PAGE>

10.3  Investment of Accounts
      ----------------------

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

      10.3.2 Except as provided in Section 10.3.3, the Administrator or, as
delegated by the Administrator, the Committee, may in its sole discretion permit
Participants to determine the portion of their Accounts that will be invested in
each Investment Fund. The frequency with which a Participant may change his or
her investment election concerning future Pre-Tax Contributions or his or her
existing Account will be governed by uniform and nondiscriminatory rules
established by the Administrator or the Committee. To the extent permitted under
ERISA, effective June 1, 1997, the Plan is intended to comply with and be
governed by Section 404(c) of ERISA.

      10.3.3 Notwithstanding Section 10.3.2, Company Contributions must be
invested in the Company Stock Fund and may not be invested in any other
Investment Fund. Effective as of the Distribution Date, a Participant may
transfer any amounts out of the FMC Technologies Stock Fund. Effective as of the
Distribution Date, no Participant may make contributions to or transfers to the
FMC Technologies Stock Fund. For periods prior to February 26, 2001, a
Participant was permitted to transfer Basic Contributions out of the Company
Stock Fund only if he or she was at least 50 years old, and no more frequently
than once per year. For periods prior to October 1, 1999, a Participant was
permitted to transfer Basic Contributions out of the Company Stock Fund only if
he or she was at least 55 years old, and no more frequently than once per year;
and was not permitted to transfer Supplemental Contributions or Rollover
Contributions out of the Company Stock Fund.

10.4  Valuation of Accounts
      ---------------------

      A Participant's Accounts will be revalued at fair market value on each
Valuation Date. On each Valuation Date, the earnings and losses of the Trust
will be allocated to each Participant's Account in the ratio that his or her
total Account Balance bears to all Account Balances. Notwithstanding the
foregoing, if the Administrator or Committee establishes Investment Funds
pursuant to Section 10.3, the earnings and losses of the particular Investment
Funds will be allocated in the ratio that the portion of each Participant's
Account Balance invested in a particular Investment Fund bears to the total
amount invested in that fund. If and to the extent the rules of any Investment
Fund require a different method of valuation, those rules will be followed.

                                      -41-

<PAGE>

10.5  The Insurance Company
      ---------------------

      The Administrator or the Committee may appoint one or more insurance
companies as Funding Agents, and may purchase insurance contracts, annuity
contracts or policies from one or more insurance companies with Plan assets.
Neither the Administrator nor the Committee, nor any other Plan fiduciary will
be liable for any act or omission of an insurance company with respect to any
duties delegated to any insurance company.

10.6  Compensation
      ------------

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

10.7  Delegation of Responsibility
      ----------------------------

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

10.8  Committee Members
      -----------------

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

                                   ARTICLE XI

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

      The Committee or its authorized delegate will appoint the Trustee and
either may remove it. The Trustee accepts its appointment by executing the trust
agreement. A Trustee will be subject to direction by the Committee or its
authorized delegate or, to the extent specified by the

                                      -42-

<PAGE>

Company, by an Investment Manager or other Funding Agent, and will have the
degree of discretion to manage and control Plan assets specified in the trust
agreement. Neither the Administrator nor the Committee, nor any other Plan
fiduciary will be liable for any act or omission to act of a Trustee, as to
duties delegated to the Trustee. Any Trustee appointed under this Article XI
will be an institution.

                                   ARTICLE XII

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

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

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

12.2  Limitations on Plan Amendment
      -----------------------------

      No Plan amendment can:

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

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

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

12.3  Right to Terminate Plan or Discontinue Contributions
      ----------------------------------------------------

      The Participating Employers intend and expect to continue this Plan in
effect and to make the contributions provided for in this Plan. However, the
Company reserves the right to terminate the Plan at any time in the manner set
forth in Section 12.1. In addition, each Participating Employer reserves the
right to completely discontinue contributions to the Plan for its Employees at
any time. Upon termination of the Plan, each affected Participant's Account
Balance will be vested and nonforfeitable and the Trust will continue until the
Trust Fund has been distributed.

12.4  Bankruptcy
      ----------

      If the Company is ever judicially declared bankrupt or insolvent, and no
provisions to continue the Plan are made in the bankruptcy or insolvency
proceeding, the Plan will, to the extent permissible under federal bankruptcy
law, be completely terminated.

                                      -43-

<PAGE>

                                  ARTICLE XIII

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

13.1  Subsequent Changes
      ------------------

      All benefits to which any Participant, Surviving Spouse or Beneficiary may
be entitled under this Plan will be determined under the Plan as in effect when
the Participant ceases to be an Eligible Employee, and will not be affected by
any subsequent change in the provisions of the Plan, unless either the
Participant again becomes an Eligible Employee or the subsequent change
expressly applies to the Participant.

13.2  Merger or Transfer of Assets
      ----------------------------

      13.2.1 Neither the merger or consolidation of a Participating Employer
with any other person, nor the transfer of the assets of a Participating
Employer to any other person, nor the merger of the Plan with any other plan
will constitute a termination of the Plan.

      13.2.2 The Plan may not merge or consolidate with, or transfer any assets
or liabilities to, any other plan, unless each Participant would (if the Plan
then terminated) receive a benefit immediately after the merger, consolidation
or transfer which is equal to or greater than the benefit he or she would have
been entitled to receive immediately before the merger, consolidation or
transfer (if the Plan had then terminated).

13.3  Benefits Not Assignable
      -----------------------

      13.3.1 A Participant's Account Balance may not be assigned or alienated
either voluntarily or involuntarily.

      13.3.2 Notwithstanding the foregoing, a Participant may pledge his or her
Pre-Tax Account as security for a loan under Section 6.7. In addition, the
Administrator or Committee will comply with the terms of any qualified domestic
relations order, as defined in Code Section 414(p). Notwithstanding any other
provision of the Plan, the Funding Agent has all powers that would otherwise be
assigned to the Administrator, regarding the interpretation of and compliance
with qualified domestic relations orders, including the power make and enforce
rules regarding segregations of or holds on a Participant's Account to comply
with a qualified domestic relations order, or when a domestic relations order is
reasonably expected, or is under examination of its status.

      13.3.3 In addition, effective August 5, 1997, the prohibition of Section
13.3.1 will not apply to any offset of a Participant's Account Balance against
an amount the Participant is ordered or required to pay to the Plan under a
judgment, order, decree or settlement agreement that meets the requirements of
this Section 13.3.3. The requirement to pay must arise under a judgment of
conviction for a crime involving the Plan, under a civil judgment (including a
consent order or decree) entered by a court in an action brought in connection
with a violation (or alleged violation) of part 4 of subtitle B of title I of
ERISA, or pursuant to a settlement agreement between the Secretary of Labor and
the Participant in connection with a violation (or

                                      -44-

<PAGE>

alleged violation) of that part 4. In addition, the judgment, order, decree or
settlement agreement must expressly provide for the offset of all or part of the
amount that must be paid to the Plan against the Participant's Account Balance.

13.4  Exclusive Benefit of Participants
      ---------------------------------

      Notwithstanding any other provision of the Plan, no part of the Trust Fund
must ever be used for, or diverted to, any purpose other than the exclusive
providing benefits to Participants and their Beneficiaries and defraying the
reasonable expenses of the Plan, except that, upon the direction of the
Administrator:

      (a) any contribution made by a Participating Employer by a mistake of fact
          will be returned within one year after payment of the contribution;

      (b) any contribution made by a Participating Employer that was conditioned
          upon its deductibility shall be returned to the extent disallowed as a
          deduction under Code Section 404 within one year after the deduction
          is disallowed; and

      (c) any contribution that was initially conditioned on the Plan's
          satisfying the requirements of Code Section 401(a) will be returned to
          the Participating Employer who made it, if the Plan is initially
          determined not to satisfy the requirements of Code Section 401(a).

      Any amount a Participating Employer seeks to recover under paragraph (a)
or (b) will be reduced by the amount of any losses attributable to it, but will
not be increased by the amount of any earnings attributable to it.

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

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

13.6  Plan Not A Contract of Employment
      ---------------------------------

      The Plan is not a contract of Employment, and the terms of Employment of
any Employee will not be affected in any way by the Plan or any related
instruments, except as specifically provided in the Plan or related instruments.

                                      -45-

<PAGE>

13.7  Source of Benefits
      ------------------

      Plan benefits will be paid or provided for solely from the Trust or
applicable insurance or annuity contracts, and the Participating Employers
assume no liability for Plan benefits.

13.8  Proof of Age and Marriage
      -------------------------

      Participants and Beneficiaries must furnish proof of age and marital
status satisfactory to the Administrator or Committee when and if the
Administrator or Committee reasonably requests it. The Administrator or
Committee may delay the payment of any benefits under the Plan until all
pertinent information regarding age and marital status has been presented to it,
and then, if appropriate, make payment retroactively.

13.9  Controlling Law
      ---------------

      The Plan is intended to qualify under Code Section 401(a) and to comply
with ERISA, and its terms will be interpreted accordingly. If any Plan provision
is subject to more than one construction, the ambiguity will be resolved in
favor of the interpretation or construction consistent with that intent.
Similarly, if there is a conflict between any Plan provisions, or between any
Plan provision and any Plan administrative form submitted to the Administrator,
the Plan provisions necessary to retain qualified status under Code Section
401(a) will govern. Otherwise, to the extent not preempted by ERISA or as
expressly provided herein, the laws of the State of Delaware, or, for periods
prior to the effective date, Illinois, (other than its conflict of laws
provisions) will control the interpretation and performance of the Plan.

13.10 Income Tax Withholding
      ----------------------

      The Administrator or Committee may direct that any amounts necessary to
comply with applicable employment tax law be withheld from any payment due under
this Plan.

13.11 Claims Procedure
      ----------------

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

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

                                      -46-

<PAGE>

perfect the application, an explanation of why such material is necessary and an
explanation of the Plan's review procedure.

      13.11.3 The Company shall appoint a "Review Panel," which shall consist of
three or more individuals who may (but need not) be employees of the Company.
The Review Panel shall be the named fiduciary that has the authority to act with
respect to any appeal from a denial of benefits under the Plan, and shall hold
meetings at least quarterly, as needed.

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

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

      13.11.6 The Review Panel shall establish such rules and procedures,
consistent with ERISA and the Plan, as it may deem necessary or appropriate in
carrying out its responsibilities under this Section 13.11.

      13.11.7 No legal or equitable action for benefits under the Plan shall be
brought unless and until the claimant (a) has submitted a written application
for benefits in accordance with Section 13.10.1, (b) has been notified by the
Company that the application is denied, (c) has filed a written request for a
review of the application in accordance with Section 13.10.4 and (d) has been
notified in writing that the Review Panel has affirmed the denial of the
application; provided that legal action may be brought after the Review Panel
has failed to take any action on the claim within the time prescribed in Section
13.11.5. A claimant may not bring an action for benefits in accordance with this
Section 13.11.7 later than 90 days after the Review Panel denies the claimant's
application for benefits.

13.12 Participation in the Plan by An Affiliate
      -----------------------------------------

      13.12.1 With the consent of the Board or an authorized delegate of the
Board, any Affiliate, by appropriate action of its board of directors, a general
partner or the sole proprietor,

                                      -47-

<PAGE>

as the case may be, may adopt the Plan. Each Affiliate will determine the
classes of its Employees that will be Eligible Employees and the amount of its
contribution to the Plan on behalf of its Eligible Employees.

      13.12.2 With the consent of the Board or an authorized delegate of the
Board, a Participating Employer, by appropriate action, may terminate its
participation in the Plan.

      13.12.3 With the consent of the Board or an authorized delegate of the
Board, a Participating Employer, by appropriate action, may withdraw from the
Plan and the Trust. A Participating Employer's withdrawal will be deemed to be
an adoption by that Participating Employer of a plan and trust identical to the
Plan and the Trust, except that all references to the Company will be deemed to
refer to that Participating Employer. At such time and in such manner as the
Administrator directs, the assets of the Trust allocable to Employees of the
Participating Employer will be transferred to the trust deemed adopted by the
Participating Employer.

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

13.13 Action by Participating Employers
      ---------------------------------

      Any action required to be taken by the Company pursuant to any Plan
provisions will be evidenced in the manner set forth in Section 12.1. Any action
required to be taken by a Participating Employer will be evidenced by a
resolution of the Participating Employer's board of directors or an authorized
delegate of that board. Participating Employer action may also be evidenced by a
written instrument executed by any person or persons authorized to take the
action by the Participating Employer's board of directors, any authorized
delegate of that board, or the stockholders. A copy of any written instrument
evidencing the action by the Company or Participating Employer must be delivered
to the secretary or assistant secretary of the Company or Participating
Employer.

13.14 Dividends
      ---------

      Any dividends credited to a group annuity contract between the
Participating Employer and the Funding Agent will be used to provide additional
benefits under the Plan.

                                   ARTICLE XIV

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

14.1  Top Heavy Definitions
      ---------------------

      For purposes of this Article XIV and any amendments to it, the terms
listed in this Section 14.1 have the meanings ascribed to them below.

      14.1.1  Aggregate Employer Contributions means the sum of all Company
Contributions and Forfeitures allocated under this Plan for a Matched
Participant, and all

                                      -48-

<PAGE>

employer contributions and forfeitures allocated for the Matched Participant to
all Related Defined Contributions in the Aggregation group.

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

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

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

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

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

      (c)    a five percent owner of the Company or an Affiliate; or

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

For purposes of determining who is a Key Employee, the Plan's definition of
Compensation will be applied by taking into account amounts paid by Affiliates
who are not Participating Employers, as well as amounts paid by Participating
Employers, and without applying the exclusions for amounts paid by a
Participating Employer to cover an Employee's nonqualified deferred compensation
FICA tax obligations and for gross-up payments on such FICA tax payments.

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

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

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

                                      -49-





<PAGE>

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

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

      14.1.8  Present Value of Accrued Benefits means, for any Plan Year, an
amount equal to the sum of (a), (b) and (c) for each person who, in the Plan
Year containing the Determination Date, was a Key Employee or a Non-key
Employee.

      (a)     The value of a person's full Account Balance under the Plan, plus
              his or her total account balances under each Related Defined
              Contribution Plan in the Aggregation Group, determined as of the
              valuation date coincident with or immediately preceding the
              Determination Date, adjust for contributions due as of the
              Determination Date, as follows:

              (i)   in the case of a plan not subject to the minimum funding
                    requirements of Code Section 412, by including the amount of
                    any contributions actually made after the valuation but on
                    or before the Determination Date and, in the first plan year
                    of a plan, by including contributions made after the
                    Determination Date that are allocated as of a date in the
                    first plan year; and

              (ii)  in the case of a plan that is subject to the minimum funding
                    requirements of Code Section 412, by including the amount of
                    any contributions that would be allocated as of a date no
                    later than the Determination Date, plus adjustments to those
                    amounts required under applicable rulings, even though those
                    amounts are not yet required to be contributed or allocated
                    (e.g., because they have been waived) and by including the
                    amount of any contributions actually made (or due to be
                    made) after the valuation date but before the expiration of
                    the extended payment period in Code Section 412(c)(10).

      (b)     The sum of the actuarial present value of a person's accrued
              benefits under each Related Defined Benefit Plan in the
              Aggregation Group, determined for any person who is employed by a
              Participating Employer on a Determination Date, expressed as a
              benefit commencing at normal retirement date (or, if later, the
              person's attained age). The present value of an accrued benefit
              under a Related Defined Benefit Plan is determined as of the most
              recent valuation date that is within the 12-month period ending on
              the Determination Date.

      (c)     The aggregate value of amounts distributed during the plan year
              that includes the Determination Date or any of the four preceding
              plan years, including amounts distributed under a terminated plan
              that, if it had not been terminated, would have been in the
              Aggregation Group.

                                      -50-

<PAGE>

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

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

      14.1.11 Super Top Heavy Plan means the Plan when it is described in the
second sentence of Section 14.2.

      14.1.12 A Top Heavy Aggregation Group exists in any Plan Year for which,
as of the Determination Date, the sum of the Present Value of Accrued Benefits
for Key Employees under all plans in the Aggregation Group exceeds 60% of the
sum of the Present Value of Accrued Benefits for all employees under all plans
in the Aggregation Group. In determining the sum of the Present Value of Accrued
Benefits for all employees, the Present Value of Accrued Benefits for any
Non-key Employee who was a Key Employee for any Plan Year preceding the Plan
Year that contains the Determination Date will be excluded.

      14.1.13 Top Heavy Plan means the Plan when it is described in the first
sentence of Section 14.2.

14.2  Determination of Top Heavy Status
      ---------------------------------

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

14.3  Minimum Allocation for Top Heavy Plan
      -------------------------------------

      14.3.1  For any Plan Year that the Plan is a Top Heavy Plan, the sum of
the Company Contributions and Forfeitures allocated to the Accounts of each
Matched Participant who is a Non-key Employee will be at least three percent of
the Matched Participant's Compensation. However, if the sum of the Company
contributions and Forfeitures allocated to the Accounts of each Matched
Participant who is a Key Employee for the Plan Year is less than three percent
of his or her Compensation and this Plan is not required to be included in an
Aggregation Group to enable a defined benefit plan to meet the requirements of
Code Section 401(a)(4) or 410(b), the sum of the Company Contributions and
Forfeitures allocated to the Accounts of each Matched Participant who is a
Non-key Employee for the Plan Year will be equal to the largest percentage of
Compensation allocated to the Accounts of any Matched Participant who is a Key
Employee. Notwithstanding the foregoing, no minimum allocation will be required
for any Non-key

                                      -51-

<PAGE>

Employee who participates in another defined contribution plan subject to Code
Section 412 and included with this Plan in a Mandatory Aggregation Group.

     14.3.2 For any Plan Year when the Plan is a Top Heavy Plan but not a Super
Top Heavy Plan and a Key Employee is a participant in both this Plan and a
defined benefit plan included in a Mandatory Aggregation Group that is top
heavy, the extra minimum allocation will be provided only in this Plan, and by
substituting four percent for three percent, where the latter percentage appears
in Section 14.3.1.

     14.3.3 For any Plan Year that the Plan is a Top Heavy Plan, the minimum
allocations set forth in this Section 14.3 will be allocated to the Accounts of
all Non-key Employees who are Matched Participants and who are employed by the
Company on the last day of the Plan Year, regardless of their service during the
Plan Year, and whether or not they have made contributions of their own to the
Plan.

     14.3.4 In lieu of the above, if a Non-key Employee participates in this
Plan and a Related Defined Benefit Plan included with this Plan in a Mandatory
Aggregation Group that is a Top Heavy Aggregation Group, a minimum allocation of
five percent of Compensation will be provided under this Plan. However, for any
Plan Year when the Plan is a Top Heavy Plan but not a Super Top Heavy Plan and a
Key Employee is a participant in both this Plan and a Related Defined Benefit
Plan included with this Plan in a Mandatory Aggregation Group, seven and
one-half percent will be substituted for five percent where the latter
percentage appears in this Section 14.3.4, and the extra minimum allocation will
be provided only in this Plan.

                                      -52-

<PAGE>

     To record the amendment and restatement of the Plan to read as set forth
herein, the Company has caused its authorized member of the Committee to execute
the same this 28/th/ day of September, 2001, to be effective as of September 28,
2001, except as otherwise expressly provided herein.


                                     FMC Corporation


                                     By /s/ Michael W. Murray
                                        ----------------------------------------
                                        Member, Employee Welfare Benefits
                                        Plan Committee

                                      -53-

<PAGE>

                                   APPENDIX A

                     Bargaining Units Covered Under the Plan
                     ---------------------------------------

Until otherwise negotiated, the bargaining units whose members are or were
covered by the Plan are listed below. As to each bargaining unit, this Appendix
lists its current status under the Plan.

<TABLE>
<CAPTION>
Name of Bargaining Unit                                       Current Status under Plan
-----------------------                                       -------------------------
<S>                                                           <C>
Alkali Chemical Division, Green River, Wyoming,               Covered under this Plan,
United Steel Workers, Local 33-13214                          effective August 1, 1988.

Phosphorus Chemicals Division, Newark,
California, International Chemical Workers                    Covered under this Plan,
Union, Local 62                                               effective August 1, 1988.

Phosphorus Chemicals Division, Nitro, West                    Covered under this Plan,
Virginia, United Steel Workers, Local 23-12757                effective September 1, 1988;
                                                              Asset sale of PAD July 31, 1999;
                                                              account balances maintained under
                                                              Plan, same as account balances of
                                                              any terminated employees.

Peroxygen Chemicals Division Steam Plant,
South Charleston, West Virginia, United Steel                 Covered under this Plan,
Workers, Local 23-12625                                       effective July 1, 1989.

Pharmaceutical Division, Newark, Delaware,                    Covered under this Plan,
United Steel Workers, Local 7-13028                           effective August 1, 1989.

Agricultural Chemical Group, Baltimore,                       Covered under this Plan,
Maryland, United Steel Workers, Local 8-12517                 effective January 1, 1990.

Peroxygen Chemicals Division, Buffalo, New                    Transferred to this Plan from the
York, International Chemical Workers Union,                   FMC Corporation Savings and
Local 706C                                                    Investment Plan for Bargaining
                                                              Unit Employees effective July 1,
                                                              1997.

Phosphorus Chemicals Division, Pocatello, Idaho,              Transferred to this Plan from the
International Association of Machinists and                   FMC Corporation Savings and
Aerospace Workers, AFL-CIO, Gate City                         Investment Plan for Bargaining
Mechanics, Local 1933                                         Unit Employees effective July 1,
                                                              1998.

Kemmerer Coke Plant, Kemmerer, Wyoming,
District No. 22, United Mine Workers of America,              Transferred to this Plan,
</TABLE>

                                      -54-

<PAGE>

<TABLE>
<S>                                                           <C>
in behalf of Local Union No. 1316, UMWA                       August 1, 1998.

Agricultural Chemicals Division, Lawrence,                    Transferred to this Plan from the
Kansas, International Chemical Workers                        FMC Corporation Savings and
Union, Local 605                                              Investment Plan for Bargaining
                                                              Unit Employees effective
                                                              September 15, 1998.

Phosphorus Chemicals Division, Carteret,                      Transferred to this Plan from the
New Jersey, International Chemical Workers                    FMC Corporation Savings and
Union, Local 144                                              Investment Plan for Bargaining
                                                              Unit Employees effective
                                                              October 15, 1998.

Agricultural Chemicals Division, Middleport,                  Transferred to this Plan from the
New York, International Association of Machinists,            FMC Corporation Savings and
Local 1180                                                    Investment Plan for Bargaining
                                                              Unit Employees effective
                                                              January 1, 1999.
</TABLE>

                                      -55-

<PAGE>

                                   APPENDIX B

                     Bargaining Units Matched Under the Plan
                     ---------------------------------------

Until otherwise negotiated, the bargaining units whose members are entitled to a
Company Contribution under Section 3.4 of the Plan, and the effective dates of
their coverage under the Company Contribution portion of the Plan, are listed
below:


                                                  Effective Date of Eligibility
         Name of Bargaining Unit                  for Company Contributions
         -----------------------                  -------------------------

         Agricultural Chemicals Division,
         Middleport, New York, International
         Association of Machinists, Local
         1180                                     January 1, 1999

         Peroxygen Chemicals Division,
         Buffalo, New York, International
         Chemical Workers Union, Local
         706C                                     July 1, 1997

         Agricultural Chemical Group
         Baltimore, Maryland United
         Steel Workers, Local 8-12517             January 1, 1990

         Peroxygen Chemicals Division
         Steam Plant, South Charleston
         West Virginia, United Steel Workers,
         Local 23-12625                           July 1, 1989

                                -56-

<PAGE>

                                   APPENDIX C

                       Elections Through December 31, 2001
                       -----------------------------------

The following Participants (listed by social security number) who work at the
following locations had deferral and/or contribution elections of less than 2%
under the Prior Plan, and have been grandfathered in those elections under the
Plan through December 31, 2001:

             30405 Green River, Wyoming

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                                      -57-