Executive Compensation Agreement - United Defense LP and Thomas W. Rabaut


                              UNITED DEFENSE, L.P.

                                 June 30, 1997

Thomas W. Rabaut

              Re: Executive Compensation Agreement
                  --------------------------------

Dear Tom:

         This Letter Agreement serves to confirm the discussion between Larry D.
Brady and you ('Executive') concerning the decision of the Board of Directors of
FMC Corporation ('FMC' or the 'General Partner'), the general partner of United
Defense, L.P. (the 'Company'), to (i) solicit potential buyers for a possible
sale of the outstanding general partner interests, or outstanding general
partner and limited partner interests, of the Company (a 'Sale of the Company')
and (ii) to consider a spin-off of the Company in a transaction or series of
related transactions pursuant to which the stockholders of FMC would become the
holders of FMC's equity interests in the Company as a result of a distribution
of such interests (a 'Spin-Off'). Each of a Sale of the Company and a Spin-Off
are referred to herein as a 'Transaction.' In connection with such decision, the
Company hereby agrees with Executive, effective as of the date written above, to
the following terms and conditions set forth in this Letter Agreement.

1. Compensation Arrangements. In consideration of Executive's agreement to
   cooperate with the General Partner in pursuing a Transaction and to fulfill
   Executive's other obligations set forth in this Letter Agreement, Executive
   shall be entitled to receive the payments and benefits described below:

   (a) Performance Incentive: If a Transaction is consummated, Executive shall
       be entitled to a bonus (the 'Performance Incentive Bonus') of S250,000
       payable 30 days after the consummation of such Transaction (the 'Final
       Transaction Date'); provided, however, that (i) the Performance
       Incentive Bonus shall not be payable if, prior to the Final Transaction
       Date, Executive's employment with the Company is voluntarily terminated
       without Good Reason or is involuntarily terminated for Cause and (ii) the
       Performance Incentive Bonus shall be payable if Executive's employment
       is voluntarily terminated with Good Reason or involuntarily terminated
       not for Cause prior to the Final Transaction Date. Notwithstanding the
       foregoing and paragraph 1(b) below, both the Performance Incentive Bonus
       and the Premium Incentive Bonus (as defined in such paragraph l(b)) shall
       be payable if Executive voluntarily terminates his employment prior to
       the Final Transaction Date in order to accept an offer of employment
       from FMC.

  (b)  Premium Incentive: If a Sale of the Company is consummated (but not a
       Spin-Off), Executive shall be entitled to a bonus (the 'Premium Incentive
       Bonus') in an amount ranging from $0 to $250,000 based on the price
       obtained for such Sale of the Company and Executive's contribution to the
       process of consummating such Sale of





       the Company, as determined by Robert N. Burt and Larry D. Brady in their
       sole discretion. Any Premium Incentive Bonus shall be payable 30 days
       after the Final Transaction Date; provided, however, that (i) the Premium
       Incentive Bonus shall not be payable if, prior to the Final Transaction
       Date, Executive's employment with the Company is voluntarily terminated
       without Good Reason or is involuntarily terminated for Cause and (ii) the
       Premium Incentive Bonus shall be payable if Executive is voluntarily
       terminated with Good Reason or involuntarily terminated not for Cause
       prior to the Final Transaction Date.

   (c) Severance Pay: Subject to consummation of a Sale of the Company (but not
       a Spin-Off), if Executive is terminated by the Company not for Cause, or
       if Executive voluntarily terminates his employment with the Company with
       Good Reason, at any time after the Final Transaction Date up to and
       including the two-year anniversary of the Final Transaction Date,
       Executive shall be entitled to receive from the Company the following:

       (i)    An amount equal to three times Executive's annualized base salary
              in effect at the effective time of such termination plus an amount
              equal to Executive's (A) earned and unused and (B) accrued
              vacation pay through the effective time of such termination.

       (ii)   An amount equal to three times greater of (A) Executive's target
              bonus established for the plan period commencing January 1, 1997
              and (B) Executive's target bonus established for the plan period
              commencing in the year of such termination.

       (iii)  A continuation of the welfare benefits of health care (including
              dental insurance coverage), life and accidental death and
              dismemberment and long-term disability insurance coverage for
              three full years after the effective time of such termination.
              These benefits shall be provided to Executive at the same premium
              cost, and at the same coverage level, as in effect as of the
              effective time of such termination. However, in the event the
              premium cost and/or level of coverage shall change for all
              employees of the Company, or for management employees with respect
              to supplemental benefits, the cost and/or coverage level, as
              applicable, shall change for Executive in a corresponding manner.

       (iv)   Executive outplacement assistance in accordance with FMC's
              customary practices for persons in Executive's employment position
              from the outplacement firm employed by FMC as of the effective
              time of such termination.

       Executive shall also be entitled to receive severance benefits under
       this paragraph 1 (c) upon voluntary termination of employment with the
       Company prior to the Final

                                       2




       Transaction Date if the buyer of partnership interests of the Company
       ('Buyer') indicates in writing to FMC prior to the Final Transaction Date
       that Buyer intends to cause the Company to terminate Executive following
       the Final Transaction Date, unless Executive accepts an offer of
       employment with FMC prior to the Final Transaction Date. A liquidation or
       dissolution of the Company in connection with a Sale of the Company or as
       part of the integration of the operations of the Company and Buyer shall
       not be deemed to involve a termination of Executive for purposes of this
       paragraph 1(c), but in such event this paragraph 1(c) is intended to
       apply to and be binding on the successor of the Company.

   (d) FMC 1995 Management Incentive Plan:

       (i)    Bonus Performance Incentive Award. Whether or not Executive
              completes the Three-Year Period (as defined in the FMC 1995
              Management Incentive Plan (the 'MIP')) ending December 31, 1997 as
              an employee of the Company, Executive shall receive a BPI Award
              (as defined below) with respect to such Three-Year Period based on
              the greater of the at-target performance and the actual
              performance of the Company for such Three Year Period. Such BPI
              Award shall be reduced by the amount of the draw against such BPI
              Award previously paid to Executive and, as so reduced, shall be
              payable at the time when FMC makes payment of the BPI Awards to
              other participants in the MIP. For purposes of this Letter
              Agreement, the term 'BPI Award' shall mean a Three-Year Incentive
              Award within the meaning of the MIP.

       (ii)   Annual Performance Incentive Award. Whether or not Executive
              completes the calendar year ending December 31, 1997 as an
              employee of the Company, Executive shall receive an annual
              performance incentive award with respect to such period based on a
              review of Executive's performance during such period. Such annual
              performance incentive award shall be payable at the time when FMC
              makes payment of the annual performance incentive awards to other
              participants in the MIP.

   (e) Equity Incentive Awards:

       (i)    Options: Notwithstanding any contrary term contained in any
              applicable FMC stock option plan (the 'Option Plan') or any
              applicable stock option agreement, but subject to the approval of
              the Compensation and Organization Committee of the Board of
              Directors of FMC or any other appropriate committee, Executive
              shall have the right to exercise any outstanding stock options
              granted to him under the Option Plan that are vested as of the
              Final Transaction Date within the earlier of (A) two years from
              the Final Transaction Date and (B) the scheduled expiration date
              of such options under the Option Plan and the applicable stock
              option agreements.

                                       3




       (ii)   Restricted Stock: Subject to the approval of the Compensation and
              Organization Committee of the Board of Directors of FMC or any
              other appropriate committee, all shares of FMC restricted stock
              awarded to Executive by FMC which are not vested as of the Final
              Transaction Date shall be fully vested as of such date and shall
              be issued to Executive 30 days after the Final Transaction Date.

2. Obligations of Executive:

   (a) Nondisclosure of Transaction Matters. Except as required by any court or
       governmental entity, Executive agrees not to disclose or discuss with
       any person (regardless of any termination of this Letter Agreement or any
       determination by FMC to no longer pursue a Transaction) the existence or
       terms of this Letter Agreement, the fact that a Transaction is being
       considered, the terms or conditions of a Transaction or the status of any
       Transaction discussions or negotiations; provided, however, that (i)
       Executive shall be free to consult with the other officers of the Company
       or with his or their legal counsel, accountants and financial advisors in
       connection with this Letter Agreement and any Transaction; and (ii)
       Executive shall be free to disclose and discuss such matters in
       connection with any Transaction as authorized by FMC officials leading
       FMC's efforts in connection with any such Transaction.

   (b) Executive Cooperation in Transaction Efforts. Executive agrees to
       cooperate with the partners of the Company in their respective efforts to
       negotiate and close a Transaction, regardless of whether Executive or any
       other member of the management of the Company ('Management') becomes a
       participant in such Transaction. Without limiting the generality of the
       foregoing, (i) Executive shall not take any action which could be
       reasonably expected to give Management or any investors who propose to
       participate with Management in a Transaction an advantage over other
       potential participants in such Transaction or any alternative
       Transaction; (ii) Executive shall make himself available at FMC's request
       from time to time to answer questions and provide information to
       potential participants in a Transaction, which shall be done in a manner
       consistent with the policies, procedures and guidelines established by
       FMC; and (iii) Executive shall otherwise promote any Transaction
       consistent with his duty to act in the best interest of the Company and
       shall continue his functional responsibilities and assist FMC in
       connection with the negotiation and consummation of any such Transaction,
       consistent with Executive's demonstrated capabilities.

   (c) Representations and Warranties Relation to any Transaction. Executive
       understands that FMC and/or the limited partner of the Company may decide
       to make certain representations and warranties relating to the business
       and operations of the Company to participants in a Transaction under the
       terms of the definitive agreements with such participants (the
       'Definitive Agreements'). Executive agrees

                                       4




       that, prior to the execution of the Definitive Agreements and prior to
       the closing of any such Transaction, Executive will (i) review all such
       representations and warranties and (ii) certify in writing to FMC and/or
       the limited partner of the Company (the 'Certificate') (A) that Executive
       knows of no material misstatement or omission contained in such
       representations and warranties or (B) that Executive has identified to
       FMC and/or the limited partner of the Company in writing any material
       misstatements or omissions contained in such representations and
       warranties. Executive understands and acknowledges that such
       certification is customary in connection with transactions such as such
       Transaction and that FMC will rely on such certification in executing the
       Definitive Agreement and in closing such Transaction.

3. No Contract of Employment. This Letter Agreement is not a contract of
   employment. Nothing expressed or implied in this Letter Agreement shall
   create any right or duty of Executive's continued employment by FMC or the
   Company, and the Company reserves all rights to terminate Executive's
   employment at any time for or not for Cause, subject to the provisions
   hereof.

4. Certain Definitions.

   (a) The term 'Cause' as used herein shall mean (i) Executive's willful and
       continued failure to substantially perform his duties with the Company
       (other than any such failure resulting from disability or occurring after
       issuance by Executive of a notice of termination with Good Reason), after
       a written demand for substantial performance is delivered to Executive
       that specifically identifies the manner in which the Company believes
       that Executive has willfully failed to substantially perform his duties,
       and after Executive has failed to resume substantial performance of his
       duties on a continuous basis within thirty (30) calendar days of
       receiving such demand, (ii) the commission by Executive of an act of
       fraud, misappropriation, embezzlement or any other act involving moral
       turpitude or constituting a felony, or (iii) the commission by Executive
       of any act of dishonesty which injures the Company, any partner of the
       Company or Buyer, as the case may be.

   (b) The term 'Good Reason' as used herein shall mean the occurrence of one or
       more of the following events without Executive's consent: (i) Executive's
       base salary as of the date hereof is reduced for any reason by more than
       5% other than as a result of the termination of Executive's employment or
       (ii) after the Final Transaction Date, Executive's employment with the
       Company is not on terms comparable to Executive's employment with the
       Company as of the date hereof in terms of compensation, responsibility
       and authority. Executive shall notify the Company within 15 days after
       Executive knows of the occurrence of any event within the meaning of
       clauses (i) or (ii) above and the Company may cure any such event and
       notify Executive thereof within 15 days of the Company's receipt of
       Executive's notice. Within 15 days after expiration of such 15-day
       period. Executive must

                                       5




       voluntarily terminate his employment with the Company in order to be
       entitled to benefits hereunder.

5. General Provisions: It is expressly understood and agreed: (i) that all of
   the terms and conditions of the compensation plans described in paragraph 1
   above are to remain in full force and effect as applied to Executive and (ii)
   that, except as specifically modified by this Letter Agreement, any payments
   and distributions made pursuant to paragraph 1 above are in lieu of any other
   payments which would otherwise be due under the same compensation plan for
   the same relevant time period. It is further understood and agreed that the
   following provisions shall apply to this Letter Agreement:

   (a) Irreparable Harm. Executive acknowledges and agrees that the failure of
       Executive to comply with any of the terms of paragraph 2 will
       irreparably harm the Company and that money damages would not adequately
       compensate them for such harm. Thus, Executive agrees that, in addition
       to any other remedies that the Company may have hereunder or otherwise,
       the Company shall be entitled to injunctive or other equitable relief to
       restrain any breach by Executive of such terms, and further that the
       Company shall be entitled to apply for such relief in any court of
       competent jurisdiction without the posting of a bond or any other
       security.

   (b) Assignment. Neither this Letter Agreement nor any of the rights,
       interests or obligations hereunder may be assigned by Executive. This
       Letter Agreement may be assigned by the Company and is intended to be
       binding on any successor to the Company.

   (c) Governing Law. This Letter Agreement shall be governed by and construed
       in accordance with the laws of the State of Illinois without reference to
       the choice of law principles thereof.

   (d) Parol Integration. The rights and benefits granted pursuant to this
       Letter Agreement are in addition to, and not in lieu of, any rights and
       other benefits to which Executive may be entitled.

   (e) Arbitration. Each of Executive and the Company hereby irrevocably agree
       that, except as provided in paragraph 5(a), any dispute arising out of or
       relating in any way to this Letter Agreement shall be settled solely by
       arbitration in the City of Chicago, Illinois to be administered by the
       American Arbitration Association in accordance with its then prevailing
       rules.

   (f) Status of Payments. No payments made to Executive by the Company pursuant
       to this Letter Agreement (other than with respect to the MIP) shall be
       deemed to be pensionable income or compensation for purposes of
       Executive's rights under the FMC and/or Company pension plan applicable
       to Executive.

                                       6




         If you agree that the foregoing correctly sets forth the agreement
between us, please sign the enclosed copy of this Letter Agreement in the space
indicated below and return it to the Company.

                                           Very truly yours,

                                           UNITED DEFENSE, L.P.

                                           By:  FMC Corporation

                                           Its: General Partner

                                                  By:
                                                       -------------------------

                                                  Its:
                                                       -------------------------

Agreed to as of the day and
year first written above:

   /s/ Thomas W. Rabaut
----------------------------
Thomas W. Rabaut

      June 30, 1997
----------------------------
Date of Signature

                                       7




                                FMC CORPORATION

                            200 East Randolph Drive
                            Chicago, Illinois 60601

                                 June 30, 1997

Thomas W. Rabaut

              Re: Executive Compensation Agreement
                  --------------------------------

Dear Tom:

         Reference is hereby made to the Letter Agreement (the 'Letter
Agreement'), dated as of the date hereof, between you and United Defense, L.P.
(the 'Company'). Capitalized terms used and not otherwise defined herein shall
have the meaning ascribed to such terms in the Letter Agreement.

         In consideration of your agreement to assist FMC Corporation
('FMC') and the Company in connection with the negotiation and consummation of a
possible Transaction, FMC hereby agrees that if FMC's partnership interest is
sold to any buyer other than a buyer that is or is organized or controlled by an
investment firm that desires to retain your service after the Final Transaction
Date, FMC shall offer you employment at a level of compensation and benefits
comparable to the level provided to you by the Company as of the date hereof.

         If you agree that the foregoing correctly sets forth the
agreement between us, please sign the enclosed copy of this Letter Agreement in
the space indicated below and return it to FMC.

                                                 Very truly yours,

                                                 FMC CORPORATION

                                                 By:
                                                      --------------------------

                                                 Its:
                                                      --------------------------

Agreed to as of the day and
year first written above:

   /s/ Thomas W. Rabaut
-----------------------------
Thomas W. Rabaut

       June 30, 1997
-----------------------------
Date of Signature