Exhibit 10.6.h
FIRST AMENDMENT OF
FMC TECHNOLOGIES, INC. EMPLOYEES' RETIREMENT PROGRAM
PART II UNION HOURLY EMPLOYEES' RETIREMENT PLAN
WHEREAS, FMC Technologies, Inc. (the "Company") maintains the FMC
Technologies, Inc. Employees' Retirement Program Part II Union Hourly Employees'
Retirement Plan (the "Plan");
WHEREAS, amendment of the Plan is now considered desirable to reflect
certain provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA");
WHEREAS, this amendment is intended as good faith compliance with the
requirements of EGTRRA and is to be construed in accordance with EGTRRA and
guidance issued thereunder; and
WHEREAS, this 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, effective January 1, 2002 (unless otherwise indicated), in
the following respects:
1. Effective May 1, 2001, the definition of Actuarial Equivalent
contained in Article I of the Plan is hereby amended to read as follows:
"Actuarial Equivalent means a benefit determined to be of equal value
to another benefit, on the basis of either (a) the UP-1984 Mortality Table
and 8-1/2% interest compounded annually or (b) the mortality table and
interest rate described in the applicable Supplement.
Notwithstanding the foregoing, for purposes of Section 12.8, Actuarial
Equivalent value shall be determined as follows:
(i) with respect to FMC Participants whose Annuity Starting Dates
occurred prior to June 1, 1995, based on the actuarial assumptions
described above; provided that the interest rate shall not exceed the
immediate rate used by the Pension Benefit Guaranty Corporation for lump
sum distributions occurring on the first day of the Plan Year that contains
the Annuity Starting Date;
(ii) with respect to FMC Participants with Annuity Starting Dates
occurring on or after June 1, 1995, and who had an Hour of Service prior to
August 31, 1999, based on the 1983 Group Annuity Mortality Table (weighed
50% male and 50% female) (or the applicable mortality table prescribed
under Section 417(e)(3) of the Code) and the lesser of the interest rate
described above the applicable interest rate prescribed under Section
417(e)(3) of the Code for the November preceding the Plan Year that
contains the Annuity Starting Date;
(iii) for Annuity Starting Dates occurring on or after August 31,
1999, with respect to any Participant who did not have an Hour of Service
prior to August 31, 1999, based on the 1983 Group Annuity Mortality Table
(weighted 50% male and 50% female) (or the applicable mortality table,
prescribed under Section 417(e)(3) of the Code) and the applicable interest
rate prescribed under Section 417(e)(3) of the Code for the November
preceding the Plan Year that contains the Annuity Starting Date; and
(iv) for Annuity Starting Dates occurring on or after December 31,
2002, using the applicable interest rate as described above, based on the
1994 Group Annuity Reserving Table (weighted 50% male, 50% female and
projected to 2002 using Scale AA), which is the applicable mortality table
prescribed in Rev. Rul. 2001-62 (or the applicable mortality table,
prescribed under Section 417(e)(3) of the Code or other guidance of general
applicability issued thereunder)."
2. A new sentence shall be added to the end of Section 3.3.2 of the Plan
to read as follows:
"With respect to distributions made under the Plan for Plan Years
beginning on or after January 1, 2003, all Plan distributions will comply
with Code Section 401(a)(9), including Department of Treasury Regulation
Section 1.401(a)(9)-2 through 1.401(a)(9)-9, as promulgated under Final and
Temporary Regulations published in the Federal Register on April 17, 2002
(the `401(a)(9) Regulations'), with respect to minimum distributions under
Code Section 401(a)(9). In addition, the benefit payments distributed to
any Participant on or after January 1, 2003, will satisfy the incidental
death benefit provisions under Code Section 401(a)(9)(G) and Department of
Treasury Regulation Section 1.401(a)(9)-5(d), as promulgated in the
401(a)(9) Regulations."
3. Effective May 1, 2001, Section 3.5.1 of the Plan is hereby amended to
read as follows:
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"3.5.1 Limitation on Accrued Benefit: Effective January 1, 2002,
notwithstanding any other provision of the Plan, the annual benefit payable
under the Plan to a Participant, when expressed as a monthly benefit
commencing at the Participant's Social Security Retirement Age (as defined
in Code Section 415(b)(8)), shall not exceed the lesser of (a) $13,333.33
or (b) the highest average of the Participant's monthly compensation for 3
consecutive calendar years, subject to the following:
(i) The maximum shall apply to the Individual Life Annuity and to
that portion of the Accrued Benefit (as adjusted as required under Code
Section 415) payable in the form elected to the Participant during the
Participant's lifetime.
(ii) If a Participant has fewer than 10 years of participation in the
Plan, the maximum dollar limitation of Subsection (a) above shall be
multiplied by a fraction of which the numerator is the Participant's actual
years of participation in the Plan (computed to fractional parts of a year)
and the denominator is 10. If a Participant has fewer than 10 Years of
Vesting Service, the maximum compensation limitation in Subsection (b)
above shall be multiplied by a fraction of which the numerator is the Years
of Vesting Service (computed to fractional parts of a year) and the
denominator is 10. Provided, however, that in no event shall such dollar or
compensation limitation, as applicable, be less than 1/10th of such
limitation determined without regard to any adjustment under this
Subsection (ii).
(iii) As of January 1 of each year, the dollar limitation as adjusted
by the Commissioner of Internal Revenue for that calendar year to reflect
increases in the cost of living, shall become effective as the maximum
dollar limitation in Subsection (a) above for the Plan Year ending within
that calendar year for Participants terminating in or after such Plan Year.
(iv) Effective January 1, 2002, if the benefit of a Participant
begins prior to age 62, the defined benefit dollar limitation applicable to
the Participant at such earlier age is an annual benefit payable in the
form of a Life Annuity beginning at the earlier age that is the Actuarial
Equivalent of the dollar limitation under Subsection (a) above applicable
to the participant at age 62. The defined benefit dollar limitation
applicable at an age prior to age 62 is determined by using the lesser of
the effective Early Retirement reduction, as determined under the Plan, or
5% per year. The mortality basis for determining Actuarial Equivalence for
terminations on or after December 31, 2002, as applicable, shall be the
1994 Group Annuity Reserving Table (weighted 50% male, 50% female and
projected to 2002 using Scale AA), which is the table prescribed in Rev.
Rul. 2001-62, (or the applicable mortality table, prescribed under Section
417(e)(3) of the Code or other guidance of general applicability issued
thereunder).
For periods prior to January 1, 2002, the dollar limitation under Code
Section 415 in effect for the applicable Plan Year shall be modified as
follows to reflect commencement of retirement benefits on a date other than
the Participant's Social Security Retirement Age:
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(1) if the Participant's Social Security Retirement Age is 65,
the dollar limitation for benefits commencing on or after age 62 is
determined by reducing the dollar limitation under Subsection (a)
above by 5/9ths of 1% for each month by which benefits commence before
the month in which the Participant attains age 65;
(2) if the Participant's Social Security Retirement Age is
greater than 65, the dollar limitation for benefits commencing on or
after age 62 is determined by reducing the dollar limitation under
Subsection (a) above by 5/9ths of 1% for each of the first 36 months
and by 5/12ths of 1% for each of the additional months by which
benefits commence before the month in which the Participant attains
the Participant's Social Security Retirement Age;
(3) if the Participant's benefit commences prior to age 62, the
dollar limitation shall be the actuarial equivalent of Subsection (a)
above, payable at age 62, as determined above, reduced for each month
by which benefits commence before the month in which the Participant
attains age 62. Actuarial equivalence shall be determined using the
greater of the interest rate assumption under the Plan for determining
early retirement benefits or 5% per year. The mortality basis for
determining Actuarial Equivalence for terminations prior to January 1,
1995 shall be the 1971 Group Annuity Mortality Table (weighted 95%
male and 5% female). The mortality basis for determining Actuarial
Equivalence for terminations on or after January 1, 1995 shall be the
1983 Group Annuity Mortality Table (weighted 50% male and 50% female).
(v) Notwithstanding the foregoing, the maximum as applied to any FMC
Participant on April 1, 1987 shall in no event be less than the FMC
Participant's "current accrued benefit" as of March 31, 1987, under the FMC
Plan, as that term is defined in Section 1106 of the Tax Reform Act of
1986.
(vi) The maximum shall apply to the benefits payable to a Participant
under the Plan and all other tax-qualified defined benefit plans of the
Company and Affiliates (whether or not terminated), and benefits shall be
reduced, if necessary, in the reverse of the chronological order of
participation in such plans."
4. A new paragraph shall be added to the end of subsection (a) of Section
12.10 of the Plan to read as follows:
"Effective January 1, 2002, a portion of a distribution shall not fail
to be an eligible rollover distribution because the portion consists of
after-tax employee contributions which are not includible in gross income.
However, such portion may be transferred only to an individual retirement
account or annuity described in Section 408(a) or (b) of the Code, or to a
qualified defined contribution plan described in Section 401(a) or 403(a)
of the Code that agrees to separately account for amounts so transferred,
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including separately accounting for the portion of such distribution which
is includible in gross income and the portion of such distribution which is
not so includible."
5. Subsection (b) of Section 12.10 of the Plan is hereby amended to read
as follows:
"(b) Effective January 1, 2002, as used in this Section 12.10, an
"eligible retirement plan" means an individual retirement account described
in Section 408(a) of the Code, an individual retirement annuity described
in Section 408(b) of the Code, an annuity plan described in Section 403(a)
of the Code, a qualified trust described in Section 401(a) of the Code,
that accepts the distributee's eligible rollover distribution and,
effective January 1, 2002, an annuity contract described in Section 403(b)
of the Code or an eligible retirement plan under Section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or an
agency or instrumentality of a state or political subdivision of a state
and which agrees to separately account for amounts transferred into such
plan from this Plan. Effective for Plan Years beginning on or after January
1, 2002, the definition of "eligible retirement plan" shall also apply in
the case of a distribution to a surviving spouse, or to a spouse or former
spouse who is the alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code."
6. The definition of Key Employee contained in Section 13.1 of the Plan
is hereby amended to read as follows:
"Key Employee means an employee described in Code Section 416(i)(1),
the regulations promulgated thereunder and other guidance of general
applicability issued thereunder. Effective January 1, 2002, generally, a
Key Employee is an Employee or former Employee who, at any time during the
Plan Year containing the Determination Date is:
(a) an officer of the Company or an Affiliate with annual
Compensation greater than $130,000 (as adjusted under Code Section
416(i)(1) for Plan Years beginning after December 31, 2002);
(b) a 5% owner of the Company or an Affiliate; or
(c) a 1% owner of the Company or an Affiliate with annual
Compensation from the Company and all Affiliates of more than $150,000."
7. The definition of Present Value contained in Section 13.1 of the Plan
is hereby amended to read as follows:
"Present Value means, effective January 1, 2002, in calculating a
Participant's present value of accrued benefits as of a Determination Date,
the sum of:
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(a) the Actuarial Equivalent present value of accrued benefits;
(b) any Plan distributions made within the Plan Year that includes
the Determination Date; provided, however, in the case of a distribution
made for a reason other than separation from service, death or disability,
this provision shall also include distributions made within the 4 preceding
Plan Years. In the case of distributions made after the valuation date and
prior to the Determination Date, such distributions are not included as
distributions for top heavy purposes to the extent that such distributions
are already included in the Participant's present value of accrued benefits
as of the valuation date. Notwithstanding anything herein to the contrary,
all distributions, including distributions under a terminated plan which if
it had not been terminated would have been required to be included in an
Aggregation Group, will be counted;
(c) any Employee Contributions, whether voluntary or mandatory.
However, amounts attributable to tax deductible Qualified Voluntary
Employee Contributions shall not be considered to be a part of the
Participant's present value of accrued benefits;
(d) with respect to unrelated rollovers and plan-to-plan transfers
(ones which are both initiated by the Participant and made from a plan
maintained by one employer to a plan maintained by another employer), if
this Plan provides for rollovers or plan-to-plan transfers, it shall always
consider such rollover or plan-to-plan transfer as a distribution for the
purposes of this Section 13.1. If this Plan is the plan accepting such
rollovers or plan-to-plan transfers, it shall not consider such rollovers
or plan-to-plan transfers, as part of the Participant's present value of
accrued benefits;
(e) with respect to related rollovers and plan-to-plan transfers
(ones either not initiated by the Participant or made to a plan maintained
by the same employer), if this Plan provides the rollover or plan-to-plan
transfer, it shall not be counted as a distribution for purposes of this
Section. If this Plan is the plan accepting such rollover or plan-to-plan
transfer, it shall consider such rollover or plan-to-plan transfer as part
of the Participant's present value of accrued benefits, irrespective of the
date on which such rollover or plan-to-plan transfer is accepted; and
(f) if an individual has not performed services for a Participating
Employer within the Plan Year that includes the Determination Date, any
accrued benefit for such individual shall not be taken into account."
8. A new subsection 13.3.5 of the Plan is hereby amended to read as
follows:
"13.3.5. For purposes of this Section 13.3, "416 Compensation" shall
mean W-2 wages for the calendar year ending with or within the Plan Year,
and shall be limited to $200,000 (as adjusted for cost-of-living in
accordance with Section 401(a)(17)(B) of the Code) in Top Heavy Plan
Years."
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9. A new subsection 13.3.8 of the Plan is hereby added to Section 13.3 to
read as follows:
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"13.3.8 In determining Years of Service, any service shall be
disregarded to the extent such service occurs during a Plan Year when the
Plan benefits (within the meaning of Code Section 410(b)) no Key Employee
or Former Key Employee."
10. The second paragraph of Section 1-4 of Supplement 1 - Jetway Systems
Division, Ogden, Utah, to the Plan is amended to read as follows:
"The annual amount of Considered Compensation taken into account for a
Participant must not exceed $160,000 (as adjusted by the Internal Revenue
Service for cost-of-living increases in accordance with Code Section
401(a)(17)(B)); provided, however in determining benefit accruals after
December 31, 2001, the annual amount of Considered Compensation taken into
account for a Participant must not exceed $200,000 (as adjusted by the
Internal Revenue Service, for cost of living increases in accordance with
Code Section 401(a)(17)(B)). For the purposes of determining benefit
accruals in any Plan Year after December 31, 2001, Considered Compensation
for any prior Plan Year shall be subject to the applicable limit on
Earnings for that prior year."
IN WITNESS WHEREOF, the Company has caused this amendment to be executed by
a duly authorized representative this 30th day of December 2002.
FMC Technologies, Inc.
By: /s/ William H. Schumann
-----------------------------------
Senior Vice President and
Chief Financial Officer
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