Exhibit 10.5.b
First Amendment
of
FMC Corporation Savings and Investment Plan
(As Amended and Restated Effective as of January 1, 1999)
WHEREAS , FMC Corporation (the "Company") maintains the FMC Corporation Savings and
Investment Plan (the "Plan") and administers the Plan through the FMC Corporation Employee Welfare Benefits
Plan Committee (the "Committee"); and
WHEREAS , the Plan has previously been amended, most recently in the form of an amendment and
restatement effective as of January 1, 1999, and the Company now considers it desirable to amend the Plan
further;
NOW, THEREFORE , by virtue of the authority reserved to the Committee by Section 12.1 of the
Plan, the Plan is hereby amended effective as of January 1, 1999, except as otherwise noted, as follows:
1. By substituting the following for the definition of Break in Service in Article 1 of the Plan:
" Break in Service means a Period of Separation that lasts for at least 12 consecutive
months, provided that, a Period of Separation beginning on the first date of a maternity or paternity
leave of absence and ending on the 12-month anniversary of such date will not constitute a Break in
Service. For purposes of this section, a 'maternity or paternity leave of absence' means an absence
from work for any period by reason of (a) the Employee's pregnancy, (b) birth of the Employee's
child, (c) placement of a child for adoption with the Employee, or (d) the need to care for such child
for a period immediately following the birth or placement with the Employee."
2. By adding the words "incentives for reduction in force," immediately after the words "severance pay;"
in the definition of Compensation in Article I of the Plan.
3. By substituting the following for the definition of Highly Compensated Employee in Article 1 of the
Plan:
" Highly Compensated Employee means, effective April 1, 1997, an Employee who:
The 'Determination Yea