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                                                                  Exhibit 10.6.i

                               FOURTH AMENDMENT OF
              FMC TECHNOLOGIES, INC. EMPLOYEES' RETIREMENT PROGRAM
         PART I SALARIED AND NONUNION HOURLY EMPLOYEES' RETIREMENT PLAN

     WHEREAS, FMC Technologies, Inc. (the "Company") maintains the FMC
Technologies, Inc. Employees' Retirement Program Part I Salaried and Nonunion
Hourly Employees' Retirement Plan (the "Plan");

     WHEREAS, amendment of the Plan is now considered desirable to clarify the
Plan language to reflect certain administrative practices and include reference
to applicable regulations; and

     WHEREAS, this amendment shall supersede the provisions of the Plan to the
extent those provisions are inconsistent with the provisions of the amendment;

     NOW, THEREFORE, by virtue and in exercise of the powers reserved to the
Company under Section 11.1 Plan Amendment or Termination of the Plan, the Plan
is hereby amended, effective May 1, 2001, in the following respects:

     1.   The definition of Hour of Service contained in Article I of the Plan
is hereby amended to read as follows:

          "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 for
     the performance of duties and, for each FMC Participant, each hour of
     service credited to such individual under the FMC Plan as of the date prior
     to the Effective Date for such FMC Participant. Hours of Service will be
     credited to the Employee for the computation period in which the duties are
     performed. To the extent required by law, Hour of Service will include each
     hour for which an Employee is paid, or entitled to payment, by the Company
     or an Affiliate on account of a period of time during which no duties are
     performed (irrespective of whether the employment relationship has
     terminated) due to vacation, holiday, illness, incapacity (including
     disability), layoff, jury duty, military duty or leave of absence. No more
     than 501 Hours of Service will be credited for any single continuous period
     (whether or not such period occurs in a single computation period). Hours
     of Service for these purposes will be calculated and credited pursuant to
     section 2530.200b-

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     2 of the Department of Labor Regulations which is incorporated herein by
     this reference. Also, to the extent required by law, Hours of Service will
     include each hour for which back pay, irrespective of mitigation of
     damages, is either awarded or agreed to by the Company or an Affiliate,
     provided, however, the same hours of service will not be credited. These
     hours will be credited to the Employee for the computation period or
     periods to which the award or agreement pertains rather than the
     computation period in which the award, agreement or payment is made."

     2.   The definition of Participant contained in Article I of the Plan is
hereby amended to read as follows:

          "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 and, unless specifically indicated otherwise, shall include each FMC
     Participant. If a Participant who is vested in the Participant's accrued
     benefit on his or her Severance from Service Date is subsequently
     reemployed after his or her Severance from Service Date, he or she will
     become a Participant immediately upon reemployment. If a Participant who is
     not vested in the Participant's accrued benefit on his or her Severance
     from Service Date is subsequently reemployed after his Severance from
     Service Date, he or she will become a Participant immediately upon
     reemployment, unless his or her Period of Severance is greater than or
     equal to five One-Year Periods of Severance."

     3.   The definition of Period of Service contained in Article I of the Plan
is hereby amended to read as follows:

          "Period of Service means the period commencing on the Effective Date
     and ending on the Severance from Service Date including, for each FMC
     Participant, periods of service credited under the FMC Plan as of the date
     immediately prior to the relevant Effective Date for such FMC Participant.
     All Periods of Service (whether or not consecutive) shall be aggregated.
     For a Participant who is not immediately eligible to participate in the
     Plan under the terms of Section 2.1 hereof, Period of Service shall include
     service from and after the first day of the period in which they become
     eligible to participate in the Plan pursuant to the terms of Section 2.1,
     but in no event earlier than the Participant's date of hire by the Company
     or its Affiliates. Notwithstanding the foregoing, if an Employee incurs a
     One-Year Period of Severance at a time when he or she has no vested
     interest under the Plan and the Employee does not perform an Hour of
     Service within 5 years after the beginning of the One-Year Period of
     Severance, the Period of Vesting Service prior to such One-Year Period of
     Severance shall not be aggregated."

     4.   Section 2.1 Eligibility and Commencement of Participation is hereby
amended by eliminating the word "permanent" in Subsection (b) and replacing it
with the word "regular."

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     5.     Section 3.1.3 Increases for Employee Contributions: is hereby
amended to read as follows:

     "3.1.3 Increases for Employee Contributions: Employee Contributions and
     Interest credited to a Participant are not paid as an accrued benefit, but
     rather may be withdrawn by the Participant at any time pursuant to Section
     5.2 hereof. However, if a Participant does not elect to withdraw the
     Employee Contributions and Interest credited to the Participant either at
     the time of Retirement or before, pursuant to the terms of Section 5.2
     hereof, a Participant's Normal Retirement Benefit shall be increased $1 for
     each $120.00 of unwithdrawn Employee Contributions credited to the
     Participant."

     6.     Section 3.1.4 Reductions for Certain Benefits: is hereby amended to
read as follows:

     "3.1.4 Reductions for Certain Benefits: A Participant's Normal Retirement
     Benefit shall be reduced by the value of (a) for FMC Participants, the FMC
     Participant's vested benefit accrued under the FMC Plan as of November 30,
     1985 (to the extent funded by the Aetna nonparticipating annuity contract
     or the Prudential nonparticipating annuity contract) and (b) any vested
     benefit payable to the Participant under the FMC Plan or any pension,
     profit sharing or other retirement plan other than the Savings Plan
     (hereinafter called "Duplicate Benefit Plan") which is attributable to any
     period which counts as Credited Service under this Plan. For purposes of
     determining the amount of any Duplicate Benefit Plan reduction, the vested
     benefit under the Duplicate Benefit Plan shall be converted to a form which
     is identical to the form of benefit which is to be paid under this Plan,
     including any applicable reductions for early commencement as determined
     under the Plan or the Duplicate Benefit Plan, as applicable. Such values
     will be determined as of the earlier of the Annuity Starting Date under the
     Plan, or the date distribution of such vested benefit was made or commenced
     under the Duplicate Benefit Plan, as applicable."

     7.     Section 3.2.4 Adjustments to Early Retirement Benefit: is hereby
amended to read as follows:

     "3.2.4 Adjustments to Early Retirement Benefit: To the extent applicable, a
     Participant's Early Retirement Benefit shall be increased as provided in
     Section 3.1.3 except that the number of dollars of unwithdrawn Employee
     Contributions and Interest required to provide $1 of monthly retirement
     benefits shall be increased by $3 for each full year by which the
     commencement of the Participant's Early Retirement Benefit precedes the
     Participant's Normal Retirement Date. Partial years shall be prorated on
     the basis of $0.25 per month."

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     8.     Section 3.3.1 Deferred Retirement: is hereby amended to read as
follows:

     "3.3.1 Deferred Retirement: A Participant who retires after the Normal
     Retirement date shall be entitled to receive a Normal Retirement Benefit
     determined under Section 3.1.2 commencing as of the first day of the month
     coinciding with or next following the date the Participant actually
     retires. Each Participant shall accrue additional benefits hereunder after
     the Participant's Normal Retirement Date with respect to the portion of the
     Normal Retirement Benefit which is attributable to contributions by the
     Company, and the amount, if any, of Employee Contributions and Interest
     required to provide $1 of monthly retirement benefit under Section 3.1.3
     shall be decreased by $3 for each full year by which the commencement of
     the Normal Retirement Benefit follows the Normal Retirement Date. Partial
     years shall be prorated on the basis of $0.25 per month. If a Participant
     who is not employed by the Company or its Affiliates on his or her Normal
     Retirement Date defers his or her Normal Retirement Benefit beyond his or
     her Normal Retirement Date, the Normal Retirement Benefit will be paid
     retroactive to the Participant's Normal Retirement Date as soon as
     reasonably practicable after the Plan Administrator learns of the deferred
     benefit."

     9.     Section 3.3.2 Distribution Requirements is hereby amended by adding
the following sentence to the end thereof:

     "To the extent required by Code Section 401(a)(9)(C)(iii), or any other
     applicable guidance issued thereunder, with respect to a Participant who
     retires in a calendar year after the calendar year in which the Participant
     attains age 70 1/2, the actuarial increase in such Participant's accrued
     benefit mandated by Code Section 401(a)(9)(C)(iii) shall be implemented
     notwithstanding any suspension of benefits provision applicable to such
     Participant pursuant to ERISA 203(a)(3)(B), Code Section 411(A)(3)(B) and
     the terms of the Plan."

     10.    Section 4.2 Amount of Termination Benefit is hereby amended to read
as follows:

     "4.2 Amount of Termination Benefit

     Except as otherwise provided in the applicable Supplement or in Section
     3.6, a Participant's monthly Termination Benefit shall be determined
     pursuant to Section 3.1.2 and 3.1.3 as in effect on the date the
     Participant terminates employment, except that the following adjustments
     shall be made if payment of the Participant's Termination Benefit is to
     commence before the Normal Retirement Date:

            (a) the amount computed pursuant to Section 3.1.2 shall be reduced
                by 1/2 of 1% for each month between the Annuity Starting Date
                and the Normal Retirement Date;

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            (b) the amount of Employee Contributions and Interest required to
                provide $1 of monthly retirement benefit under Section 3.1.3
                shall be increased by $3 for each full year by which the Annuity
                Starting Date precedes the Normal Retirement Date, and partial
                years shall be prorated on the basis of $0.25 per month;

            (c) notwithstanding Subsection (a) of this Section 4.2, the amounts
                computed pursuant to Section 3.1.2 shall be reduced by 1/3 of 1%
                for each month in excess of 36 by which the Annuity Starting
                Date precedes the Participant's 65th birthday if:

                (i)  the Participant's combined age and Years of Vesting Service
                     equal to at least 65, and the Participant ceases to be an
                     Employee (1) because of the permanent shutdown of a single
                     site of employment or one or more facilities or operating
                     units within a single site of employment or (2) in
                     connection with a permanent reduction in force; or

                (ii) the Participant has Years of Vesting Service attributable
                     to employment with FMC before January 1, 1989, has attained
                     age 40 and permanently ceases to be an Employee because of
                     a specified permanent shut down of a single site of
                     employment resulting in the termination of employment of
                     not more than 20 Participants at that employment site.

            (d) If a Participant ceases to be an Employee (1) because of the
                permanent shut down of a single site of employment of one or
                more facilities or operating units within a single site of
                employment, or (2) in connection with a permanent reduction in
                force, solely for purposes of determining a Participant's
                eligibility for Early Retirement, a Participant with 10 Years of
                Credited Service shall have added to his or her age the number
                of weeks of pay he or she receives that are attributable to
                severance pay, unused vacation pay and accrued vacation pay.

            (e) Notwithstanding anything herein to the contrary, for purposes of
                determining a Participant's total combined age and Years of
                Vesting Service under Section 4.2(c) and 4.2(d), a partial month
                of age or Period of Service shall be counted as a whole month,
                and fractional years of age and Years of Vesting Service shall
                be taken into account."

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     11.    Section 5.1 Employee Contributions is hereby amended by adding the
following sentence to the end thereof:

     "All Employee Contributions transferred from the FMC Plan are fully vested
     and nonforfeitable and will be paid in accordance with the terms of
     Sections 5.2, 5.3 or 5.4 or in accordance with the terms of Section 3.1.3,
     3.2.4 or 3.3.1, as applicable."

     12.    Section 9.3 Committee Members is hereby amended by deleting the
phrase "Chief Executive Officer" and replacing it with the phrase "Board of
Directors" in each place where it appears.

     13.    Section 12.8 Small Annuities is hereby amended to read as follows:

     "12.8  Small Annuities

            If the sum of (a) the lump sum Actuarial Equivalent value of a
     Normal, Early, or Deferred Retirement Benefit under Article III,
     Termination Benefit (payable at the Participant's Normal Retirement Date)
     under Article IV, or Survivor's Benefit under Article VII, excluding any
     Aetna or Prudential nonparticipating annuity; and (b) the lump sum
     Actuarial Equivalent value of any Aetna or Prudential nonparticipating
     annuity is equal to $5,000 (or such other amount as may be prescribed in or
     under the Code) or less, such amounts shall be paid in a lump sum as soon
     as administratively practicable following the Participant's retirement,
     termination of employment or death.

            For lump sum distributions paid on or after January 1, 2003 if the
     Participant is thereafter reemployed by the Company, the Participant's
     subsequent benefit will be reduced by the lump sum Actuarial Equivalent
     value of the lump sum distribution previously paid to the Participant. For
     lump sum distributions paid prior to January 1, 2003, if a Participant who
     has received such a lump sum distribution is thereafter reemployed by the
     Company, the Participant shall have the option to repay to the Plan the
     amount of such distribution, together with interest at the rate of 5% per
     annum (or such other rate as may be prescribed pursuant to section
     411(c)(2)(C)(III) of the Code), compounded annually from the date of the
     distribution to the date of repayment. If a reemployed Participant does not
     make such repayment, no part of the Period of Service with respect to which
     the lump sum distribution was made shall count as Years of Vesting Service
     or Years of Credited Service."

     14. Section 12.11 Claims Procedure is hereby amended to read as follows:

            "12.11 Claims Procedure

                   12.11.1 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

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                     announced to Participants from time to time. Applications
                     for benefits shall be in the form and manner 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.

                         12.11.2   The Plan Administrator shall give written or
                     electronic notice of its decision on any application to the
                     applicant within 90 days of receipt of the application.
                     Electronic notification may be used, at the discretion of
                     the Plan Administrator (or Review Panel, as discussed
                     below). If special circumstances require a longer period of
                     time, the Plan Administrator shall provide notice to the
                     applicant within the initial 90-day period, explaining the
                     special circumstances requiring the extension of time and
                     the date by which the Plan expects to render a benefit
                     determination. A decision will be given as soon as
                     possible, but no later than 180 days after receipt of the
                     application. In the event any application for benefits is
                     denied in whole or in part, the Plan Administrator shall
                     notify the applicant in writing or electronic notification
                     of the right to a review of the denial. Such notice shall
                     set forth, in a manner calculated to be understood by the
                     applicant: the specific reasons for the denial; the
                     specific references to the Plan provisions on which the
                     denial is based; a description of any information or
                     material necessary to perfect the application and an
                     explanation of why such material is necessary; and a
                     description of the Plan's review procedures and the
                     applicable time limits to such procedures, including a
                     statement of the applicant's right to bring a civil action
                     under ERISA Section 502(a) following a denial on review.

                         12.11.3   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. The Review Panel shall have the authority to
                     further delegate its responsibilities to two or more
                     individuals who may (but need not) be employees of the
                     Company.

                         12.11.4   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 notice of the denial. The Review Panel
                     shall give the applicant or such representative the
                     opportunity to submit written comments, documents, and
                     other information relating to the claim; and an opportunity
                     to review, upon request and free of charge, reasonable
                     access to, and copies of, all documents, records, and other
                     relevant information (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 that 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

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                     making its review. The Review Panel will consider all
                     comments, documents, and other information submitted by the
                     applicant regardless of whether such information was
                     submitted or considered during the initial benefit
                     determination.

                         12.11.5   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 the initial 60
                     days, explaining the special circumstances requiring the
                     extension of time and the date by which the Review Panel
                     expects to render a benefit determination. A decision will
                     be given as soon as possible, but no later than 120 days
                     after receipt of the request for review. The Review Panel
                     shall give notice of its decision to the Company and the
                     applicant. In the event the Review Panel confirms the
                     denial of the application for benefits in whole or in part,
                     such notice shall set forth in a manner calculated to be
                     understood by the applicant, the specific reasons for such
                     denial and specific references to the Plan provisions on
                     which the decision is based. If such an extension of time
                     for review is required because of special circumstances,
                     the Plan Administrator shall provide the applicant with
                     written notice of the extension, describing the special
                     circumstances and the date as of which the benefit
                     determination will be made, prior to the commencement of
                     the extension. 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; the specific references to the Plan provisions on
                     which the decision is based; the applicant's right, upon
                     request and free of charge, to receive reasonable access
                     to, and copies of, all documents and other relevant
                     information (other than legally-privileged documents and
                     information); and a statement of the applicant's right to
                     bring a civil action under ERISA Section 502(a).

                         12.11.6   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 12.11.

                         12.11.7   To the extent an application for benefits as
                     a result of a Disability requires the Plan Administrator or
                     the Review Panel, as applicable, to make a determination of
                     Disability under the terms of the Plan, such determination
                     shall be subject to all of the general rules described in
                     this Section 12.11, except as they are expressly modified
                     by this Section 12.11.7.

                         (a)  If the applicant's claim is for benefits as a
                              result of Disability, then the initial decision on
                              a claim for benefits will be made within 45 days
                              after the Plan receives the applicant's claim,
                              unless special circumstances require additional
                              time, in which case the Plan Administrator will
                              notify the applicant before the end of the initial
                              45-day period of an extension of up to 30 days. If
                              necessary, the Plan Administrator may notify the
                              applicant, prior to the end of the initial 30-day
                              extension period, of a second extension of up to
                              30 days. If an extension is due to the

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                              applicant's failure to supply the necessary
                              information, the notice of extension will describe
                              the additional information and the applicant will
                              have 45 days to provide the additional
                              information. Moreover, the period for making the
                              determination will be delayed from the date the
                              notification of extension was sent out until the
                              applicant responds to the request for additional
                              information. No additional extensions may be made,
                              except with the applicant's voluntary consent. The
                              contents of the notice shall be the same as
                              described in Section 12.11.2 above. If a benefit
                              claim as a result of Disability is denied in whole
                              or in part, the applicant (or his authorized
                              representative) will receive written or electronic
                              notification, as described in Section 12.11.2.

                         (b)  If an internal rule, guideline, protocol or
                              similar criterion is relied upon in making the
                              adverse determination, then the notice to the
                              applicant of the adverse decision will either set
                              forth the internal rule, guideline, protocol or
                              similar criterion, or will state that such was
                              relied upon and will be provided free of charge to
                              the applicant upon request (to the extent not
                              legally-privileged) and if the applicant's claim
                              was denied based on a medical necessity or
                              experimental treatment or similar exclusion or
                              limit, then the applicant will be provided a
                              statement either explaining the decision or
                              indicating that an explanation will be provided to
                              the applicant free of charge upon request.

                         (c)  The Review Panel, as described above in Section
                              12.11.3 shall be the named fiduciary with the
                              authority to act on any appeal from a denial of
                              benefits as a result of Disability under the Plan.
                              Any applicant (or his authorized representative)
                              whose application for benefits as a result of
                              Disability 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 180 days after receiving notice of the
                              denial. The request for review shall be in the
                              form and manner prescribed by the Review Panel and
                              addressed as follows: "Review Panel of the
                              Employee Welfare Benefits Plan Committee, 200 East
                              Randolph Drive, Chicago, Illinois 60601." In the
                              event of such an appeal for review, the provisions
                              of Section 12.11.4 regarding the applicant's
                              rights and responsibilities shall apply. Upon
                              request, the Review Panel will identify any
                              medical or vocational expert whose advice was
                              obtained on behalf of the Review Panel

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<PAGE>

                              in connection with an adverse benefit
                              determination, without regard to whether the
                              advice was relied upon in making the benefit
                              determination. The entity or individual appointed
                              by the Review Panel to review the claim will
                              consider the appeal de novo, without any deference
                              to the initial benefit denial. The review will not
                              include any person who participated in the initial
                              benefit denial or who is the subordinate of a
                              person who participated in the initial benefit
                              denial.

                         (d)  If the initial benefit denial was based in whole
                              or in part on a medical judgment, then the Review
                              Panel will consult with a health care professional
                              who has appropriate training and experience in the
                              field of medicine involved in the medical
                              judgment, and who was neither consulted in
                              connection with the initial benefit determination
                              nor is the subordinate of any person who was
                              consulted in connection with that determination;
                              and upon notifying the applicant of an adverse
                              determination on review, include in the notice
                              either an explanation of the clinical basis for
                              the determination, applying the terms of the Plan
                              to the applicant's medical circumstances, or a
                              statement that such explanation will be provided
                              free of charge upon request.

                         (e)  A decision on review shall be made promptly, but
                              not later than 45 days after receipt of a request
                              for review, unless special circumstances require
                              an extension of time for processing. If an
                              extension is required, the applicant will be
                              notified before the end of the initial 45-day
                              period that an extension of time is required and
                              the anticipated date that the review will be
                              completed. A decision will be given as soon as
                              possible, but not later than 90 days after receipt
                              of a request for review. The Review Panel shall
                              give notice of its decision to the applicant; such
                              notice shall comply with the requirements set
                              forth in Section 12.11.5. In addition, if the
                              applicant's claim was denied based on a medical
                              necessity or experimental treatment or similar
                              exclusion, the applicant will be provided a
                              statement explaining the decision, or a statement
                              providing that such explanation will be furnished
                              to the applicant free of charge upon request. The
                              notice shall also contain the following statement:
                              "You and your Plan may have other voluntary
                              alternative dispute resolution options, such as
                              mediation. One way to find out what may be
                              available is to contact your local

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                              U.S. Department of Labor Office and your State
                              insurance regulatory agency."

                         12.11.8   No legal or equitable action for benefits
                     under the Plan shall be brought unless and until the
                     applicant (a) has submitted a written application for
                     benefits in accordance with Section 12.11.1 (or 12.11.7(a),
                     as applicable), (b) has been notified by the Plan
                     Administrator that the application is denied, (c) has filed
                     a written request for a review of the application in
                     accordance with Section 12.11.4 (or 12.11.7(c), as
                     applicable); and (d) has been notified 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 12.11.5 (or 12.11.7(e), as
                     applicable). An applicant may not bring an action for
                     benefits in accordance with this Section 12.11.8 later than
                     90 days after the Review Panel denies the applicant's
                     application for benefits."

               15.   Subsection 13.3.5 of the Plan is hereby amended to read as
        follows:

               "13.3.5. For purposes of this Section 13.3, "416 Compensation"
               shall mean W-2 wages for the calendar year ending with or within
               the Plan Year, plus any elective deferral (as defined in Code
               section 402(g)), any amounts contributed to a plan described in
               Code Section 125 and any amounts contributed to a plan described
               in Code Section 132. 416 Compensation shall be limited to
               $200,000 (as adjusted for cost-of-living in accordance with
               Section 401(a)(17)(B) of the Code in Top Heavy Plan Years)."

               16.   Subsection 13.4.2 of the Plan is hereby amended to read as
        follows:

               "13.4.2  The computation of the nonforfeitable percentage of the
               Participant's interest in the Plan shall not be reduced as the
               result of any direct or indirect amendment to this Plan. In the
               event that this Plan is amended to change or modify any vesting
               schedule, a Participant with at least 3 Years of Service as of
               the expiration date of the election period may elect to have the
               Participant's nonforfeitable percentage computed under the Plan
               without regard to such amendment. If a Participant fails to make
               such election, then such Participant shall be subject to the new
               vesting schedule. The Participant's election period shall
               commence on the adoption date of the amendment and shall end 60
               days after the latest of:

                     (a) the adoption date of the amendment,

                     (b) the effective date of the amendment, or

                     (a) the date the Participant receives written notice of the
                         amendment from the Company."

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        17.    Exhibit A - Credited Service is hereby amended by adding the
following to the end thereof:

        "To the extent applicable to any FMC Participant, any service acquired
        as a participant under any of the plans listed below shall not be
        counted as Credited Service for purposes of this Plan.

                  1. Stearns Electric Company Profit Sharing Plan
                  2. Fritzke & Icke Employees savings and Profit Sharing Plan
                  3. Employees Profit Sharing Plan of Industrial Brush Company
                  4. Wayne Manufacturing Company Profit Sharing Plan
                  5. P.E. Van Pelt, Inc. Profit Sharing Plan
                  6. Mojonnier Bros. Co. Salaried Employees Profit Sharing Plan
                  7. Lithium Corporation of America Retirement Plan
                  8. Elf Acquitaine, Inc. Pension Plan"

        18.    Supplement 1 - Jetway Systems Division is hereby amended by
amending the first sentence of Section 1-5 of Supplement 1 to read as follows:

                 "A Participant is fully vested in the Participant's benefit
                 under the Prior Plan."

        19.    Supplement 1 - Jetway Systems Division is hereby amended by
amending the first sentence of Section 1-7 of Supplement 1 to read as follows:

                 "In addition to the special provisions of the preceding
                 sections, a Participant who participated in the Retirement Plan
                 for Employees of Abex Corporation before January 1, 1989 will
                 be subject to the following provision with respect to the
                 Participant's Prior Plan benefit accrued before May 27, 1994."

        IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by a duly authorized representative this 25/th/ day of February 2003.

                                                    FMC Technologies, Inc.

                                                    By: /s/ William H. Schumann
                                                        -----------------------
                                                    Senior Vice President and
                                                    Chief Financial Officer

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