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                                                                  Exhibit 10.6.j

                               SECOND AMENDMENT OF
              FMC TECHNOLOGIES, INC. EMPLOYEES' RETIREMENT PROGRAM
                 PART II UNION HOURLY EMPLOYEES' RETIREMENT PLAN

         WHEREAS, FMC Technologies, Inc. (the "Company") maintains the FMC
Technologies, Inc. Employees' Retirement Program Part II Union 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 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 Reductions for Certain Benefits is hereby amended to
read as follows:

              "3.13 Reductions for Certain Benefits: A Participant's Normal
         Retirement Benefit shall be reduced by the value of 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."

         6.   Section 3.3.1 Deferred Retirement: is hereby amended by adding the
following sentence to the end thereof:

         "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."

         7.   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."

         8.   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.

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         9.    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."

         10.   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 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

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               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 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

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               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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                    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."

     11.  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)."

     12.  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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     13. Supplement 1 - Jetway Systems Division - Ogden, Utah is hereby amended
by amending the first sentence of Section 1-9 Disability Retirement to read as
follows:

     "1-9 Disability Retirement

          A Participant who has completed 10 years of Vesting Service, has a
     Total and Permanent Disability for a period of at least 26 weeks and who
     retires due to Total and Permanent Disability shall be eligible for a
     Disability Retirement Benefit."

     14. Supplement 1 - Jetway Systems Division, Ogden Utah is hereby amended by
amending the first sentence of Section 1-13 Surviving Spouse's Benefit to read
as follows:

          "The surviving spouse's benefit shall be equal to 60% of 90% of the
     amount the Participant would have received if the Participant had retired
     on the day before death and commenced payments on the Participant's
     earliest early retirement date, unless the Participant waived such benefit
     with spousal consent, in which case the surviving spouse's benefit shall be
     eliminated."

     15. Supplement 2 - Packaging Machinery, Green Bay Wisconsin is hereby
amended by amending the first sentence of Section 2-7 of Supplement 2 to read as
follows:

          "The Participant's Early Retirement Benefit shall be reduced by 4% per
     year for each year between the Participant's Annuity Starting Date and the
     Participant's 65th birthday."

     16. Supplement 3 - Smith Meter Plant, Erie, Pennsylvania is hereby amended
by amending Section 3-2 Actuarial Equivalent to read as follows:

          "Actuarial Equivalent, other than for purposes of Section 12.8 of the
     Plan, shall be determined based on the UP-1984 Mortality Table (for
     nondisabled participants) and the 1965 Railroad Board Disabled Annuitants
     Mortality Table - Ultimate Rates (for disabled participants) and the
     immediate interest rate used by the Pension Benefit Guaranty Corporation
     for lump sum distributions occurring on the first day of the Plan Year that
     contains the Annuity Starting Date."

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     17. Supplement 3 - Smith Meter Plant, Erie, Pennsylvania is hereby amended
by amending the last paragraph of Section 3-5 Normal Retirement Benefit to read
as follows:

          "Each Participant whose Years of Credited Service terminates after
     January 1, 2001, but prior to January 1, 2004 as a result of Normal
     Retirement, Early Retirement, Disability Retirement or Deferred Retirement,
     but not including a Participant whose employment terminates prior to Early
     Retirement eligibility, shall have their Normal, Early, Disability or
     Deferred Retirement benefit, as applicable, recalculated effective January
     1, 2004 using a monthly benefit rate of $29.00, provided that any such
     recalculation shall not increase the amount of Normal, Early, Disability or
     Deferred Retirement benefit, as applicable, already paid to such
     Participant, but shall be applied solely to any Normal, Early, Disability
     or Deferred Retirement benefit, as applicable, payable after January 1,
     2004. A Participant's monthly Normal, Early, Disability or Deferred
     Retirement benefit, as applicable shall be increased by $20.00 per month
     after the Participant attains age 65, and by an additional $20.00 per month
     after the Participant's spouse attains age 65."

     18. Supplement 3 - Smith Meter Plant, Erie, Pennsylvania is hereby amended
by adding the following sentence to the end of Section 3-7 Early Retirement
Reduction Factor:

     "The same reduction factor shall apply to a terminated Participant who is
     not Early Retirement eligible if the Participant has 10 Years of Vesting
     Service."

     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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