FMC CORPORATION EMPLOYEES' RETIREMENT PROGRAM
PART I SALARIED AND NONUNION HOURLY EMPLOYEES'
(As Amended and Restated Effective January 1, 1999)
WHEREAS, FMC Corporation (the "Company") maintains the FMC Corporation Employees' Retirement
Program Part I Salaried and Nonunion Hourly Employees' Retirement Plan (the "Plan"); and
WHEREAS, the Company's existing businesses are being separated into two independent businesses, to be
known at FMC Corporation and FMC Technologies, Inc. ("FTI"), in accordance with the terms of the
Separation and Distribution Agreement, by and between the Company and FTI; and
WHEREAS, in connection with such separation, certain Company employees are transferring employment to FTI
(the "FTI Employees"); and
WHEREAS, pursuant to the terms of the Employee Benefits Agreement by and between the Company and FTI
(the "Benefits Agreement") FTI has agreed to establish a defined benefit pension plan that mirrors the terms of
this Plan for the benefit of the FTI Employees (the "FTI Plan") and has agreed to establish a tax-exempt trust to
accept a transfer of Plan assets attributable to the FTI Employees; and
WHEREAS, it is desirable that the FTI Employees who are Plan participants cease to accrue any benefit under
this Plan after their transfer to FTI; and
WHEREAS, amendment of the Plan is now considered desirable to reflect these changes.
NOW, THEREFORE, by virtue and in exercise of the powers reserved to the Company under Section 11.1 of
the Plan, and pursuant to authority delegated to the undersigned officer of
the Company by resolution of its Board of Directors, the Plan is hereby amended, effective as of May 1, 2001, in
the following respects:
1. FTI shall cease being a Participating Employer under the Plan as of May 1, 2001.
2. Effective on the date such FTI Employee's benefits under the Plan are deemed transferred to and assumed by
the FTI Plan pursuant to the Benefits Agreement (the "FTI Effective Date"