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                                                                  Exhibit 10.6.h

                               FIRST 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 reflect
certain provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA");

     WHEREAS, this amendment is intended as good faith compliance with the
requirements of EGTRRA and is to be construed in accordance with EGTRRA and
guidance issued thereunder; 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 January 1, 2002 (unless otherwise indicated), in
the following respects:

     1.   Effective May 1, 2001, the definition of Actuarial Equivalent
contained in Article I of the Plan is hereby amended to read as follows:

          "Actuarial Equivalent means a benefit determined to be of equal value
     to another benefit, on the basis of either (a) the UP-1984 Mortality Table
     and 8-1/2% interest compounded annually or (b) the mortality table and
     interest rate described in the applicable Supplement.

          Notwithstanding the foregoing, for purposes of Section 12.8, Actuarial
     Equivalent value shall be determined as follows:

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          (i)   with respect to FMC Participants whose Annuity Starting Dates
     occurred prior to June 1, 1995, based on the actuarial assumptions
     described above; provided that the interest rate shall not exceed the
     immediate 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;

          (ii)  with respect to FMC Participants with Annuity Starting Dates
     occurring on or after June 1, 1995, and who had an Hour of Service prior to
     August 31, 1999, based on the 1983 Group Annuity Mortality Table (weighed
     50% male and 50% female) (or the applicable mortality table prescribed
     under Section 417(e)(3) of the Code) and the lesser of the interest rate
     described above the applicable interest rate prescribed under Section
     417(e)(3) of the Code for the November preceding the Plan Year that
     contains the Annuity Starting Date;

          (iii) for Annuity Starting Dates occurring on or after August 31,
     1999, with respect to any Participant who did not have an Hour of Service
     prior to August 31, 1999, based on the 1983 Group Annuity Mortality Table
     (weighted 50% male and 50% female) (or the applicable mortality table,
     prescribed under Section 417(e)(3) of the Code) and the applicable interest
     rate prescribed under Section 417(e)(3) of the Code for the November
     preceding the Plan Year that contains the Annuity Starting Date; and

          (iv)  for Annuity Starting Dates occurring on or after December 31,
     2002, using the applicable interest rate as described above, based on the
     1994 Group Annuity Reserving Table (weighted 50% male, 50% female and
     projected to 2002 using Scale AA), which is the applicable mortality table
     prescribed in Rev. Rul. 2001-62 (or the applicable mortality table,
     prescribed under Section 417(e)(3) of the Code or other guidance of general
     applicability issued thereunder)."

     2.   A new sentence shall be added to the end of Section 3.3.2 of the Plan
to read as follows:

          "With respect to distributions made under the Plan for Plan Years
     beginning on or after January 1, 2003, all Plan distributions will comply
     with Code Section 401(a)(9), including Department of Treasury Regulation
     Section 1.401(a)(9)-2 through 1.401(a)(9)-9, as promulgated under Final and
     Temporary Regulations published in the Federal Register on April 17, 2002
     (the `401(a)(9) Regulations'), with respect to minimum distributions under
     Code Section 401(a)(9). In addition, the benefit payments distributed to
     any Participant on or after January 1, 2003, will satisfy the incidental
     death benefit provisions under Code Section 401(a)(9)(G) and Department of
     Treasury Regulation Section 1.401(a)(9)-5(d), as promulgated in the
     401(a)(9) Regulations."

     3.   Effective May 1, 2001, Section 3.5.1 of the Plan is hereby amended to
read as follows:

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          "3.5.1 Limitation on Accrued Benefit: Effective January 1, 2002,
     notwithstanding any other provision of the Plan, the annual benefit payable
     under the Plan to a Participant, when expressed as a monthly benefit
     commencing at the Participant's Social Security Retirement Age (as defined
     in Code Section 415(b)(8)), shall not exceed the lesser of (a) $13,333.33
     or (b) the highest average of the Participant's monthly compensation for 3
     consecutive calendar years, subject to the following:

          (i)   The maximum shall apply to the Individual Life Annuity and to
     that portion of the Accrued Benefit (as adjusted as required under Code
     Section 415) payable in the form elected to the Participant during the
     Participant's lifetime.

          (ii)  If a Participant has fewer than 10 years of participation in the
     Plan, the maximum dollar limitation of Subsection (a) above shall be
     multiplied by a fraction of which the numerator is the Participant's actual
     years of participation in the Plan (computed to fractional parts of a year)
     and the denominator is 10. If a Participant has fewer than 10 Years of
     Vesting Service, the maximum compensation limitation in Subsection (b)
     above shall be multiplied by a fraction of which the numerator is the Years
     of Vesting Service (computed to fractional parts of a year) and the
     denominator is 10. Provided, however, that in no event shall such dollar or
     compensation limitation, as applicable, be less than 1/10th of such
     limitation determined without regard to any adjustment under this
     Subsection (ii).

          (iii) As of January 1 of each year, the dollar limitation as adjusted
     by the Commissioner of Internal Revenue for that calendar year to reflect
     increases in the cost of living, shall become effective as the maximum
     dollar limitation in Subsection (a) above for the Plan Year ending within
     that calendar year for Participants terminating in or after such Plan Year.

          (iv)  Effective January 1, 2002, if the benefit of a Participant
     begins prior to age 62, the defined benefit dollar limitation applicable to
     the Participant at such earlier age is an annual benefit payable in the
     form of a Life Annuity beginning at the earlier age that is the Actuarial
     Equivalent of the dollar limitation under Subsection (a) above applicable
     to the participant at age 62. The defined benefit dollar limitation
     applicable at an age prior to age 62 is determined by using the lesser of
     the effective Early Retirement reduction, as determined under the Plan, or
     5% per year. The mortality basis for determining Actuarial Equivalence for
     terminations on or after December 31, 2002, as applicable, shall be the
     1994 Group Annuity Reserving Table (weighted 50% male, 50% female and
     projected to 2002 using Scale AA), which is the table prescribed in Rev.
     Rul. 2001-62, (or the applicable mortality table, prescribed under Section
     417(e)(3) of the Code or other guidance of general applicability issued
     thereunder).

          For periods prior to January 1, 2002, the dollar limitation under Code
     Section 415 in effect for the applicable Plan Year shall be modified as
     follows to reflect commencement of retirement benefits on a date other than
     the Participant's Social Security Retirement Age:

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               (1)  if the Participant's Social Security Retirement Age is 65,
          the dollar limitation for benefits commencing on or after age 62 is
          determined by reducing the dollar limitation under Subsection (a)
          above by 5/9ths of 1% for each month by which benefits commence before
          the month in which the Participant attains age 65;

               (2)  if the Participant's Social Security Retirement Age is
          greater than 65, the dollar limitation for benefits commencing on or
          after age 62 is determined by reducing the dollar limitation under
          Subsection (a) above by 5/9ths of 1% for each of the first 36 months
          and by 5/12ths of 1% for each of the additional months by which
          benefits commence before the month in which the Participant attains
          the Participant's Social Security Retirement Age;

               (3)  if the Participant's benefit commences prior to age 62, the
          dollar limitation shall be the actuarial equivalent of Subsection (a)
          above, payable at age 62, as determined above, reduced for each month
          by which benefits commence before the month in which the Participant
          attains age 62. Actuarial equivalence shall be determined using the
          greater of the interest rate assumption under the Plan for determining
          early retirement benefits or 5% per year. The mortality basis for
          determining Actuarial Equivalence for terminations prior to January 1,
          1995 shall be the 1971 Group Annuity Mortality Table (weighted 95%
          male and 5% female). The mortality basis for determining Actuarial
          Equivalence for terminations on or after January 1, 1995 shall be the
          1983 Group Annuity Mortality Table (weighted 50% male and 50% female).

          (v)  Notwithstanding the foregoing, the maximum as applied to any FMC
     Participant on April 1, 1987 shall in no event be less than the FMC
     Participant's "current accrued benefit" as of March 31, 1987, under the FMC
     Plan, as that term is defined in Section 1106 of the Tax Reform Act of
     1986.

          (vi) The maximum shall apply to the benefits payable to a Participant
     under the Plan and all other tax-qualified defined benefit plans of the
     Company and Affiliates (whether or not terminated), and benefits shall be
     reduced, if necessary, in the reverse of the chronological order of
     participation in such plans."

     4.   A new paragraph shall be added to the end of subsection (a) of Section
12.10 of the Plan to read as follows:

          "Effective January 1, 2002, a portion of a distribution shall not fail
     to be an eligible rollover distribution because the portion consists of
     after-tax employee contributions which are not includible in gross income.
     However, such portion may be transferred only to an individual retirement
     account or annuity described in Section 408(a) or (b) of the Code, or to a
     qualified defined contribution plan described in Section 401(a) or 403(a)
     of the Code that agrees to separately account for amounts so transferred,

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     including separately accounting for the portion of such distribution which
     is includible in gross income and the portion of such distribution which is
     not so includible."

     5.   Subsection (b) of Section 12.10 of the Plan is hereby amended to read
as follows:

          "(b) Effective January 1, 2002, as used in this Section 12.10, an
     "eligible retirement plan" means an individual retirement account described
     in Section 408(a) of the Code, an individual retirement annuity described
     in Section 408(b) of the Code, an annuity plan described in Section 403(a)
     of the Code, a qualified trust described in Section 401(a) of the Code,
     that accepts the distributee's eligible rollover distribution and,
     effective January 1, 2002, an annuity contract described in Section 403(b)
     of the Code or an eligible retirement plan under Section 457(b) of the Code
     which is maintained by a state, political subdivision of a state, or an
     agency or instrumentality of a state or political subdivision of a state
     and which agrees to separately account for amounts transferred into such
     plan from this Plan. Effective for Plan Years beginning on or after January
     1, 2002, the definition of "eligible retirement plan" shall also apply in
     the case of a distribution to a surviving spouse, or to a spouse or former
     spouse who is the alternate payee under a qualified domestic relations
     order, as defined in Section 414(p) of the Code."

     6.   The definition of Key Employee contained in Section 13.1 of the Plan
is hereby amended to read as follows:

          "Key Employee means an employee described in Code Section 416(i)(1),
     the regulations promulgated thereunder and other guidance of general
     applicability issued thereunder. Effective January 1, 2002, generally, a
     Key Employee is an Employee or former Employee who, at any time during the
     Plan Year containing the Determination Date is:

          (a)  an officer of the Company or an Affiliate with annual
     Compensation greater than $130,000 (as adjusted under Code Section
     416(i)(1) for Plan Years beginning after December 31, 2002);

          (b)  a 5% owner of the Company or an Affiliate; or

          (c)  a 1% owner of the Company or an Affiliate with annual
     Compensation from the Company and all Affiliates of more than $150,000."

     7.   The definition of Present Value contained in Section 13.1 of the Plan
is hereby amended to read as follows:

          "Present Value means, effective January 1, 2002, in calculating a
     Participant's present value of accrued benefits as of a Determination Date,
     the sum of:

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          (a)  the Actuarial Equivalent present value of accrued benefits;

          (b)  any Plan distributions made within the Plan Year that includes
     the Determination Date; provided, however, in the case of a distribution
     made for a reason other than separation from service, death or disability,
     this provision shall also include distributions made within the 4 preceding
     Plan Years. In the case of distributions made after the valuation date and
     prior to the Determination Date, such distributions are not included as
     distributions for top heavy purposes to the extent that such distributions
     are already included in the Participant's present value of accrued benefits
     as of the valuation date. Notwithstanding anything herein to the contrary,
     all distributions, including distributions under a terminated plan which if
     it had not been terminated would have been required to be included in an
     Aggregation Group, will be counted;

          (c)  any Employee Contributions, whether voluntary or mandatory.
     However, amounts attributable to tax deductible Qualified Voluntary
     Employee Contributions shall not be considered to be a part of the
     Participant's present value of accrued benefits;

          (d)  with respect to unrelated rollovers and plan-to-plan transfers
     (ones which are both initiated by the Participant and made from a plan
     maintained by one employer to a plan maintained by another employer), if
     this Plan provides for rollovers or plan-to-plan transfers, it shall always
     consider such rollover or plan-to-plan transfer as a distribution for the
     purposes of this Section 13.1. If this Plan is the plan accepting such
     rollovers or plan-to-plan transfers, it shall not consider such rollovers
     or plan-to-plan transfers, as part of the Participant's present value of
     accrued benefits;

          (e)  with respect to related rollovers and plan-to-plan transfers
     (ones either not initiated by the Participant or made to a plan maintained
     by the same employer), if this Plan provides the rollover or plan-to-plan
     transfer, it shall not be counted as a distribution for purposes of this
     Section. If this Plan is the plan accepting such rollover or plan-to-plan
     transfer, it shall consider such rollover or plan-to-plan transfer as part
     of the Participant's present value of accrued benefits, irrespective of the
     date on which such rollover or plan-to-plan transfer is accepted; and

          (f)  if an individual has not performed services for a Participating
     Employer within the Plan Year that includes the Determination Date, any
     accrued benefit for such individual shall not be taken into account."

     8.   A new 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,
     and 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."

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     9.   A new subsection 13.3.8 of the Plan is hereby added to Section 13.3 to
read as follows:

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          "13.3.8 In determining Years of Service, any service shall be
     disregarded to the extent such service occurs during a Plan Year when the
     Plan benefits (within the meaning of Code Section 410(b)) no Key Employee
     or Former Key Employee."

     10.  The second paragraph of Section 1-4 of Supplement 1 - Jetway Systems
Division, Ogden, Utah, to the Plan is amended to read as follows:

          "The annual amount of Considered Compensation taken into account for a
     Participant must not exceed $160,000 (as adjusted by the Internal Revenue
     Service for cost-of-living increases in accordance with Code Section
     401(a)(17)(B)); provided, however in determining benefit accruals after
     December 31, 2001, the annual amount of Considered Compensation taken into
     account for a Participant must not exceed $200,000 (as adjusted by the
     Internal Revenue Service, for cost of living increases in accordance with
     Code Section 401(a)(17)(B)). For the purposes of determining benefit
     accruals in any Plan Year after December 31, 2001, Considered Compensation
     for any prior Plan Year shall be subject to the applicable limit on
     Earnings for that prior year."

     IN WITNESS WHEREOF, the Company has caused this amendment to be executed by
a duly authorized representative this 30th day of December 2002.

                                          FMC Technologies, Inc.


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

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