FMC TECHNOLOGIES, INC. CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

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1 FMC TECHNOLOGIES, INC. CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS Purpose of the Nominating and Governance Committee The Nominating and Governance Committee is appointed by the Board of Directors (the Board ) of FMC Technologies, Inc. (the Company ) to provide assistance to the Board in: (1) Advising and making recommendations to the Board regarding appropriate corporate governance practices and assisting the Board in implementing those practices; (2) Identifying individuals qualified to become members of the Board, consistent with the criteria approved of by the Board, and recommending director nominees to the Board for election at the annual meeting of stockholders or for appointment to fill vacancies on the Board; (3) recommending members of the Board to serve on each committee of the Board; (4) Lead the Board in the annual performance evaluation of the Board and its committees; and (5) Performing such other functions as the Board may assign to the Committee from time to time. In so doing, the Committee shall maintain minutes of its meetings and make regular oral or written reports to the Board, directly or through its Chairman, of its actions and any recommendations to the Board. In discharging its duties and responsibilities, the Committee is authorized and empowered to investigate any matter with full access to all books, records, facilities and personnel of the Company and the authority to engage search firms, compensation consultants, independent counsel and other advisors as it determines necessary to carry out its duties. The Company shall provide funding required by the Committee to discharge its responsibilities, including the payment of fees and expenses of advisors and consultants retained pursuant to this Charter. 1

2 Composition and Qualifications The Committee shall be composed of a minimum of three independent members of the Board, and members of the Committee shall each, in the judgment of the Board, meet the independence requirements of the laws, rules and regulations applicable to the Company, including the requirements of the New York Stock Exchange or other applicable securities exchange. Notwithstanding the foregoing membership requirements, no action of the Committee will be invalid by reason of any such requirement not being met at the time such action is taken. The members of the Committee and its Chairman shall be selected annually by the Board upon the recommendation of the Committee and shall serve at the pleasure of the Board. Any vacancy on the Committee shall be filled by, and any member of the Committee may be removed by, an affirmative vote of a majority of the Board. If a Chairman is not designated by the Board or present at a meeting, the Committee may designate a Chairman by majority vote of the Committee members then in office. Duties and Responsibilities The Committee shall: Corporate Governance a. Develop and recommend to the Board for adoption appropriate corporate governance guidelines and consider any other corporate governance issues that arise from time to time and develop appropriate recommendations to the Board. b. Review and assess, not less than annually, the Company s corporate governance guidelines and code of business conduct and ethics and recommend any proposed changes to the Board for approval. c. Review and monitor trends and developments in corporate governance best practices to assist the Committee in carrying out its duties. d. Review the corporate governance disclosures in the Company s proxy statement for each annual meeting of stockholders. Director Nominations e. Identify individuals qualified to become Board members and recommend to the Board the persons to be nominated by the Board for election as director at the annual meeting of stockholders, and the persons to be elected by the Board to fill any vacancies on the Board. 2

3 f. Periodically review, and approve changes, as necessary, to the criteria for Board membership and selection of new directors, including relevant portfolio of experience, skills, qualifications, perspective, background and contributions that the director brings to the Board considering the Company s strategy and its regulatory, geographic and market environments; and independence under applicable standards. An important component of the Board is the diversity of its members including background, skills, experience, expertise, gender, race, international awareness and cultural sensitivity. g. Identify, recruit, screen, interview and select candidates for new directors, as necessary, to fill vacancies or the additional needs of the Board, and consider management s and stockholders recommendations for director candidates. Any executive search firm retained by the Committee to identify Board candidates will be advised to identify diverse candidates in the candidate pool. Director Independence h. Review annually the relationships between the Company and each director and report the results of its review to the Board, which will then determine which directors satisfy the applicable independence standards. i. Consider questions of possible conflicts of interest of Board members and management, as such questions arise, and review, and if the Committee deems appropriate, make recommendations for consideration by the Board with respect to transactions with related persons and other companies with which any Board member is affiliated. Board and Committee Structure j. Review the advisability or need for any changes in the number and composition of the Board. k. Review the advisability or need for changes in the Board s committee structure. l. Annually recommend to the Board candidates for membership on the various committees of the Board and candidates for Chairman for such committees and annually recommend to the Board a member to serve as its lead director. 3

4 Board and Committee Performance Evaluations m. Receive and review comments from all directors and report annually to the Board with an assessment of the performance of the Board and its committees as collective bodies and not of directors on an individual basis, to be discussed with the Board each year. n. Evaluate the Committee s performance and the adequacy of its Charter on an annual basis and recommend any proposed changes to the Board for approval. Succession Planning o. Adopt and maintain emergency procedures for management succession in the event of the unexpected disability of the Chief Executive Officer or other senior executive officers. p. Review management s recommendations for executive officers of the Company, and recommend executive officer candidates to the Board for their approval. Other Powers and Responsibilities q. Monitor the orientation and training needs of directors and recommend action to the Board concerning such orientation and training needs where appropriate. r. Review and recommend to the Board proposed changes to the Company s Certificate of Incorporation and By-Laws. s. Review and assess the adequacy of policies and procedures with respect to major risk assessment and risk management in those specific areas as delegated to the Committee by the Board in fulfilling its oversight responsibilities relating to the Company s risk management. The Committee will meet with management to understand the steps taken to identify, assess, monitor and control such exposures and will report its observations to the Board. Procedures The Committee shall meet as scheduled by the Committee Chairman as necessary to carry out the Committee s responsibilities under this Charter. Members of management, legal and representatives from independent consultants will attend meetings at the request of the Committee Chairman. The Committee Chairman will, in consultation with the other members of the 4

5 Committee and appropriate officers of the Company, establish the agenda for each Committee meeting. The Chairman of the Committee will report the Committee s deliberations and conclusions to the Board of Directors. A majority of the Committee members shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is present shall be the act of the Committee. The Committee may take action by unanimous written consent or by conference communication by which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person. The Committee will be assisted by the Vice President, Administration, who will serve as Executive Secretary to the Committee. Amended October 2,