ISSUING AND PAYING AGENT AGREEMENT
This Issuing and Paying Agent Agreement (the "Agreement"), dated as of January 24, 2003, between FMC
Technologies, Inc., a Delaware corporation (the "Issuer"), and Bank One, National Association, a national
banking association (the "IPA"), as issuing and paying agent, in connection with the issuance and payment, in
book entry only form, of certain commercial paper notes (collectively the "Notes"). The Issuer hereby appoints
the IPA its agent to issue, deliver and pay such Notes as herein set forth. The Issuer hereby agrees with the IPA
Terms capitalized shall have the meanings assigned them below.
"Advance" means funds credited by the IPA to or on behalf of the Issuer for the purpose of either crediting
Proceeds to the Note Account or remitting payment on Notes.
"Agreement" means this Issuing and Paying Agent Agreement as defined in the preamble, and includes the terms
of the Exhibits.
"Business Day" means any day that both the IPA and DTC are open for business.
"Certificate Agreement" means the Certificate Agreement dated May 17, 1994, between DTC and the IPA
(formerly known as The First National Bank of Chicago), a copy of which is attached hereto as Exhibit C.
"Dealer" means any person other than an Issuer Agent, which has been authorized by the Issuer to deliver
Issuance Instructions to the IPA and is listed on an Incumbency Certificate.
"DTC" means The Depository Trust Company, a New York limited purpose trust company, and its successors
"GAITIR" means the Global Automated Issuance Trade Initiator and Reporter system.
"Incumbency Certificate" means the certificate of the Issuer, substantially in the form of Exhibit A, executed by its
Secretary or any of its Assistant Secretaries, which identifies Issuer Agents and Dealers from time to time.
"Indemnified Persons" means the IPA and its officers, directors, employees, and agents.
"Issuance Instructions" means the instructions as t