THIRD AMENDMENT

                                      OF

                 FMC CORPORATION EMPLOYEES' RETIREMENT PROGRAM

                        PART II UNION HOURLY EMPLOYEES'

                                RETIREMENT PLAN

                                ---------------

              (As Amended and Restated Effective January 1, 1999)



     WHEREAS, FMC Corporation (the "Company") maintains the FMC Corporation

Employees' Retirement Program Part II Union 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, the Company has negotiated certain benefit increases with respect

to employees of covered by the collective bargaining agreements between the

Company and (i) the International Union, United Automobile, Aerospace and

Agricultural Implement Workers of

{PAGE}



America Local No. 714 and (ii) the International Association of Machinists and

Aerospace Workers, AFL-CIO, District 76, Local Lodge 1180; 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

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