Exhibit 4.7
AMENDMENT
TO THE
UNITED DEFENSE LIMITED PARTNERSHIP SALARIED EMPLOYEES' PLAN
WHEREAS, United Defense, L.P. (the "Company") sponsors and maintains
the United Defense Limited Partnership Salaried Employees' Plan (the "Plan") for
the benefit of its employees; and
WHEREAS, the Company deems it desirable to amend the Plan to provide
for multiple investment fund options under the Plan and to make certain other
administrative changes.
NOW, THEREFORE, pursuant to the power of amendment contained in
Section 15(a) of the Plan, the Company hereby amends the Plan, effective the 7th
day of July, 1997, by amending the Plan in the following particulars:
1. By substituting the phrase "Investment Funds (as defined herein
in Section 13(e) of the Plan)" for the phrase "FMC Stock Fund, Harsco Stock
Fund, Equity Fund or Fixed Income Fund" where such latter phrase appears in
Section 2(b) of the Plan.
2. By substituting the following for the second sentence in Section
3(a)(ii) of the Plan:
"The Active Participation of any Participant who makes such an
election shall be suspended. Active Participation shall be resumed as soon
as administratively feasible following the Participant's election to resume
Employee-Elected Company Contribution is received by UDLP in the local
Human Resources office on the prescribed application form."
3. By substituting the following for Section 3(d) of the Plan:
"(d) Investment of Employee-Elected Company Contributions. At such
-----------------------------------------------------
time as UDLP establishes Investment Funds in accordance with Section 13(e),
UDLP shall establish uniform rules concerning Participants' investment
elections. In general, as of the date an employee becomes a Participant
and as of any change date thereafter,
each Participant may elect, by giving written notice to UDLP at least 30
days (or such other period as UDLP may establish) in advance, in accordance
with uniform rules established by UDLP and on a form provided by it for
this purpose, or by authorized telephonic voice response, to have future
contributions made by such Participant or on the Participant's behalf
(prior to any subsequent election such Participant may make), other than
Company Contributions, invested in accordance with such Participant's
election entirely in one of the Investment Funds or partially in each of
two or more of the Investment Funds."
4. By substituting the following for Section 3(e) of the Plan:
"(e) Transfer of Funds. As of any change date, each Participant may
------------------
elect, by giving written notice to UDLP at least 30 days (or such other
periods as UDLP may establish on a uniform and nondiscriminatory basis) in
advance, in accordance with uniform rules established by UDLP and on a form
provided by it for this purpose, or by authorized telephonic voice
response, to have such Participant's account balances, other than his
Company Contributions Account, as of that date (after all adjustments as of
that date have been made) invested in accordance with such Participant's
election entirely in one of the Investment Funds or partially in each of
two or more of the Investment Funds; provided, however, that any such
transfer must be in an amount at least equal to the lesser of the aggregate
balance of such accounts or $250. Any investment election made by a
Participant shall be deemed to be a continuing election until changed.
During any period for which a Participant has not made either or both of
the above elections, such Participant will be considered to have elected to
have the Participant's account balances or future contributions, or both,
as the case may be, invested entirely in such fund as is prescribed by
UDLP. UDLP shall from time to time notify each Trustee or insurance
company with custody of an Investment Fund of the aggregate amounts to be
invested in each Investment Fund in accordance with Participants'
elections. Notwithstanding anything to the contrary, (i) Company
Contributions shall be invested in the FMC Stock Fund and no amount of
Company Contributions shall be invested in any other Investment Fund and
(ii) only Participants who are at least age 55 may transfer funds out of
the FMC Stock Fund and such Participants may only do so annually."
5. By substituting the phrase "an Investment Fund selected by UDLP"
for the phrase "Fixed Income Fund" where such latter phrase appears in Sections
3(f) and 6(a) of the Plan.
6. By substituting the phrase "Investment Funds other than the FMC
Stock Fund and the Harsco Stock Fund" for the phrase "Fixed Income Fund and
Equity Fund" where such latter phrase appears in Sections 4(a) and 9(a)(i) of
the Plan.
2
7. By substituting the word "week" for the phrase "calendar month"
and the word "month" whereby such phrase or word appears in Section 4(a) and
4(b) of the Plan.
8. By substituting the following for the last sentence in Section
4(b) of the Plan:
"All Company Contributions allocated to Company Contributions
Accounts shall be invested in FMC stock as part of the FMC Stock Fund.
Forfeitures shall be invested in an Investment Fund selected by UDLP."
9. By substituting the phrase "all or part of" for the words "his
entire" where it appears in the first sentence of Section 5(c) of the Plan.
10. By substituting the phrase "Investment Funds" for the phrase "FMC
Stock Fund, Harsco Stock Fund, Equity Fund or Fixed Income Fund" where such
latter phrase (or a similar phrase referring to all such investment funds)
appears in Sections 5(f), 14(a), 14(b) of the Plan.
11. By substituting the following sentence for the fifth sentence of
Section 6(a) of the Plan:
"The period of repayment for any loan shall be from one (1) to
five (5) years in six-month increments."
12. By adding the following phrase at the end of the first sentence
in Section 9(b)(ii) of the Plan:
"or in such variable systematic withdrawal payments as may be
established in the uniform and nondiscriminatory basis by UDLP."
13. By substituting the following sentence for the second sentence in
Section 13(d):
"The trustee shall pay all expenses of the Plan out of the Trust
Fund, except that Participants shall be charged a participation fee in the
amount of $25.00 per year per Participant and a loan processing fee in the
amount of $75 per loan application, and UDLP shall pay expenses not covered
by the participation fee and that cannot be charged to the Trust under
applicable law."
14. By substituting the following for Section 13(e) of the Plan:
"(e) Investment Funds. From time to time, UDLP may cause one or
-----------------
more investment funds ("Investment Funds") to be established within the
Trust for the
3
investment of Participants' accounts, including a fund consisting of
qualifying employer securities (as defined in Section 407(d)(5) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")).
UDLP may, in its discretion, establish pass through voting procedures
regarding the voting and tendering of qualifying employer securities with
respect to a fund of qualifying employer securities. The Plan may invest in
qualifying employer securities to the maximum extent permitted by ERISA (up
to 100% in common stock in the case of a profit sharing plan). The
continued availability of any Investment Fund is necessarily conditioned
upon the terms and conditions of the applicable investment management
agreements and the continued availability of Investment Funds established
cannot be assured on the same terms and conditions as may apply from time
to time. Participants will be informed from time to time of the
availability of Investment Funds as they are established or superseded. Any
Investment Fund may be partially or entirely invested in any common,
commingled or collective trust fund, pooled investment fund or mutual fund
which is invested in property of the kind specified for that Investment
Fund."
15. By substituting the phrase "Stock Fund Units" for the phrase
"Stock Credits" or "shares of Stock" and for the words "Stock" or "shares"
standing alone where any such phrases or words appear in Section 14(c)(i) and
(ii).
16. By deleting Sections 19(s) and 19(u) and redesignating Section
19(t) as Section 19(s), Sections 19(v) through 19(dd) as Sections 19(t) through
19(bb).
17. By inserting the following new section as Section 19(cc) and by
redesignating Sections 19(ee) through 19(xx) as Sections 19(dd) through 19(ww):
"(cc) An 'Investment Fund' means an investment fund established
and maintained by the Trustee as part of the Trust Fund. Any contributions
to the Plan placed in Investment Funds shall be invested and reinvested in
property of the kind specified for that Investment Fund, including in any
common, commingled or collective trust fund, pooled investment fund or
mutual fund which is invested in property of the kind specified for that
Investment Fund."
18. By substituting the following as Section 19(ii):
"(ii) 'Plan Year' means the period of nine consecutive months
beginning on April 1, 1997 and ending on December 31, 1997 and each period
of 12 consecutive months beginning on January 1 thereafter."
4
19. By substituting the following for Section 19(uu) of the Plan:
"(uu) 'Valuation Date' means any business day or any Valuation
Date otherwise prescribed for specific purposes in the Plan."
* * *
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed as of the effective date herein.
UNITED DEFENSE, L.P.
/s/ Michael J. Callahan
-----------------------------------------------
By: Michael J. Callahan
-------------------------------------------
Title: Chairman, FMC Corporation
----------------------------------------
Employee Welfare Benefits Plan Committee
5