SECOND AMENDMENT OF FMC TECHNOLOGIES, INC. EMPLOYEES RETIREMENT PROGRAM PART I SALARIED AND NONUNION HOURLY EMPLOYEES RETIREMENT PLAN

WHEREAS, FMC Technologies, Inc. (the “Company”) maintains the FMC Technologies, Inc. Employees’ Retirement Program Part I Salaried and Nonunion Hourly Employees’ Retirement Plan, as amended and restated effective January 1, 2013 (the “Plan”);

WHEREAS, the Company now deems it necessary and desirable to amend the Plan to spinoff the assets and liabilities of certain Participants into the FMC Technologies, Inc. Frozen Retirement Plan, which plan is also maintained by the Company; and

WHEREAS, this Second 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 as follows, effective as of June 1, 2014:

Effective as of June 1, 2014, the assets and liabilities attributable to Participants who are (a) either (i) Frozen Participants or (ii) Participants that incurred a Severance From Service Date and subsequently became re-employed on or after January 1, 2010, and (b) active Employees of the Company or an Affiliate as of June 1, 2014 (each, a “Transferred Participant”) are hereby transferred from the Plan to the FMC Technologies, Inc. Frozen Retirement Plan (the “Frozen Plan”). In accordance with Section 414(l) of the Code, the benefit each such Transferred Participant would receive if the Frozen Plan were terminated immediately after the transfer is not less than the benefit each such Participant would have received if the Plan had terminated immediately before the transfer. The transfer of assets and liabilities from the Plan to the Frozen Plan shall be accomplished in a manner that complies with Section 414(l) of the Code and Treasury regulations promulgated thereunder (including the allocation of excess assets), the protected benefit rules under Section 411(d)(6) of Code and Treasury regulations promulgated thereunder and all other applicable laws.

FMC Technologies, Inc.

By: Maryann T. Seaman        

Its: Executive Vice President and