Exhibit 10.5

FMC CORPORATION
Savings and Investment Plan

(Adopted Effective as of September 28, 2001)

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TABLE OF CONTENTS ................................................    i

INTRODUCTION .....................................................    1

ARTICLE I  Definitions ...........................................    1
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Account ..........................................................    1
Account Balance ..................................................    1
Administrator ....................................................    2
Affiliate ........................................................    2
After-Tax Contribution ...........................................    2
After-Tax Contribution Account ...................................    2
After-Tax Contribution Election ..................................    2
Annuity Starting Date ............................................    2
Basic Contributions ..............................................    3
Beneficiary ......................................................    3
Board ............................................................    3
Break in Service .................................................    3
Code .............................................................    3
Committee ........................................................    3
Company ..........................................................    3
Company Contributions ............................................    3
Company Contribution Account .....................................    3
Company Stock ....................................................    3
Company Stock Fund ...............................................    3
Compensation .....................................................    4
Contingent Account ...............................................    5
Direct Rollover ..................................................    5
Disability .......................................................    5
Distributee ......................................................    5
Distribution Date ................................................    5
Effective Date ...................................................    5
Eligible Employee ................................................    5
Eligible Retirement Plan .........................................    6
Eligible Rollover Distribution ...................................    6
Employee .........................................................    6
Employment Commencement Date .....................................    6
ERISA ............................................................    6
FMC Technologies .................................................    6
FMC Technologies Fund ............................................    6
FMC Technologies Stock Fund ......................................    6
Forfeiture .......................................................    6
Funding Agent ....................................................    7

Highly Compensated Employee ...........................................................      7
Hour of Service .......................................................................      7
Investment Fund .......................................................................      8
Leased Employee .......................................................................      8
Matched Participant ...................................................................      8
Nonhighly Compensated Employee ........................................................      8
Participant ...........................................................................      8
Participating Employer ................................................................      8
Period of Separation ..................................................................      8
Plan ..................................................................................      9
Plan Year .............................................................................      9
Pre-Tax Contribution ..................................................................      9
Pre-Tax Contribution Account ..........................................................      9
Pre-Tax Contribution Election .........................................................      9
Required Beginning Date ...............................................................      9
Rollover Contribution .................................................................      9
Rollover Contribution Account .........................................................      9
Supplemental Contributions ............................................................      9
Surviving Spouse ......................................................................     10
Trust .................................................................................     10
Trust Fund ............................................................................     10
Trustee ...............................................................................     10
Valuation Date ........................................................................     10
Year of Service .......................................................................     10

ARTICLE  II  Participation ............................................................     10
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2.1      Admission as a Participant ...................................................     10
2.2      Admission as a Matched Participant ...........................................     10
2.3      Rehires ......................................................................     11
2.4      Provision of Information .....................................................     11
2.5      Termination of Participation .................................................     11
2.6      Special Rules Relating to Veterans' Reemployment Rights ......................     11

ARTICLE III  Contributions and Account Allocations ....................................     12
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3.1      Pre-Tax Contributions ........................................................     12
3.2      After-Tax Contributions ......................................................     13
3.3      Rules Applicable to Both Pre-Tax and After-Tax Contributions .................     13
3.4      Company Contributions ........................................................     14
3.5      Rollover Contributions .......................................................     14
3.6      Establishment of Accounts ....................................................     15
3.7      Limitation on Annual Additions to Accounts ...................................     15
3.8      Reduction of Annual Additions ................................................     15
3.9      Limitations on Pre-Tax Contributions, After-Tax Contributions and
         Company Contributions - Definitions ..........................................     16
3.10     Maximum Amount of Pre-Tax Contributions ......................................     18
3.11     Correction of Excess Pre-Tax Contributions ...................................     18

3.12     Actual Deferral Percentage Test ...................................................................     19
3.13     Actual Contribution Percentage Test ...............................................................     20
3.14     Multiple Use of Alternative Limitation ............................................................     22

ARTICLE IV  Vesting ........................................................................................     22
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4.1      Vesting in After-Tax, Pre-Tax and Rollover Contributions Accounts .................................     22
4.2      Vesting in Company Contribution and Contingent Accounts ...........................................     23
4.3      Forfeitures .......................................................................................     23
4.4      Special Vesting Rules .............................................................................     24

ARTICLE V  Timing of Distributions to Participants .........................................................     25
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5.1      Separation from Service ...........................................................................     25
5.2      Start of Benefit Payments .........................................................................     25

ARTICLE VI  Forms of Benefit, In-Service Withdrawals and Loans .............................................     26
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6.1      Cashout of Small Amounts ..........................................................................     26
6.2      Medium of Distribution ............................................................................     26
6.3      Forms of Benefit ..................................................................................     27
6.4      Change in Form, Timing or Medium of Benefit Payment ...............................................     27
6.5      Direct Rollover of Eligible Rollover Distributions ................................................     28
6.6      In-service and Hardship Withdrawals ...............................................................     28
6.7      Loans .............................................................................................     30

ARTICLE VII  Death Benefits ................................................................................     32
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7.1      Payment of Account Balance ........................................................................     32
7.2      Failure to Name a Beneficiary .....................................................................     32
7.3      Waiver of Spousal Beneficiary Rights ..............................................................     33

ARTICLE VIII  Special Forms of Benefit and
              Death Benefit Terms for Certain Partcipants Prior to 2002 ....................................     33
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8.1      Applicability .....................................................................................     33
8.2      Forms of Benefit for Certain Transferred Participants .............................................     34
8.3      Change in Form, Timing or Medium of Benefit Payment for Certain
         Transferred Participants ..........................................................................     35
8.4      Waiver of Normal Form of Benefit for Certain Transferred Participants .............................     36
8.5      Payment of Account Balances of Certain Transferred Participants Who
         Die Before Payment Begins .........................................................................     37
8.6      Failure to Name a Beneficiary for Certain Transferred Participants ................................     38
8.7      Waiver of Preretirement Survivor Annuity for Certain Transferred Participants .....................     38

ARTICLE IX  Fiduciaries ....................................................................................     39
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9.1      Named Fiduciaries .................................................................................     39
9.2      Employment of Advisers ............................................................................     40
9.3      Multiple Fiduciary Capacities .....................................................................     40
9.4      Payment of Expenses ...............................................................................     40
9.5      Indemnification ...................................................................................     40

ARTICLE X  Plan Administration ..................................................................     41
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10.1     Powers, Duties and Responsibilities of the Administrator and the Committee .............     41
10.2     Investment Powers, Duties and Responsibilities of the Administrator and Committee ......     41
10.3     Investment of Accounts .................................................................     42
10.4     Valuation of Accounts ..................................................................     42
10.5     The Insurance Company ..................................................................     43
10.6     Compensation ...........................................................................     43
10.7     Delegation of Responsibility ...........................................................     43
10.8     Committee Members ......................................................................     43

ARTICLE XI  Appointment of Trustee ..............................................................     44
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ARTICLE XII  Plan Amendment or Termination ......................................................     44
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12.1     Plan Amendment or Termination ..........................................................     44
12.2     Limitations on Plan Amendment ..........................................................     44
12.3     Right to Terminate Plan or Discontinue Contributions ...................................     44
12.4     Bankruptcy .............................................................................     45

ARTICLE XIII  Miscellaneous Provisions ..........................................................     45
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13.1     Subsequent Changes .....................................................................     45
13.2     Merger or Transfer of Assets ...........................................................     45
13.3     Benefits Not Assignable ................................................................     45
13.4     Exclusive Benefit of Participants ......................................................     46
13.5     Benefits Payable to Minors, Incompetents and Others ....................................     46
13.6     Plan Not A Contract of Employment ......................................................     47
13.7     Source of Benefits .....................................................................     47
13.8     Proof of Age and Marriage ..............................................................     47
13.9     Controlling Law ........................................................................     47
13.10    Income Tax Withholding .................................................................     47
13.11    Claims Procedure .......................................................................     47
13.12    Participation in the Plan by An Affiliate ..............................................     49
13.13    Action by Participating Employers ......................................................     49
13.14    Dividends ..............................................................................     50

ARTICLE XIV  Top Heavy Provisions ...............................................................     50
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14.1     Top Heavy Definitions ..................................................................     50
14.2     Determination of Top Heavy Status ......................................................     53
14.3     Minimum Allocation for Top Heavy Plan ..................................................     53

APPENDIX A - Bargaining Units Covered Under the Plan ............................................     55
APPENDIX B - Bargaining Units Matched Under the Plan ............................................     57
APPENDIX C - Certain Participants Grandfathered in 1% Deferred or Contribution
  Election Through December 31, 2001 ............................................................     58

The Employees' Thrift and Stock Purchase Plan was established by the Company effective April 1, 1961. That plan was subsequently amended from time to time. That plan was amended and restated effective April 1, 1991 and as of January 1, 1999, and the name of the plan was therein changed to the FMC Corporation Savings and Investment Plan effective January 1, 2000.

The FMC Corporation 401(k) Plan for Employees Covered by a Collective Bargaining Agreement was established by the Company as of April 1, 1987. That plan was subsequently amended from time to time. That plan was amended and restated effective January 1, 1989 and as of January 1, 1999, and the name of the plan was therein changed to the FMC Corporation Savings and Investment Plan for Bargaining Unit Employees effective January 1, 2000.

Effective September 28, 2001 the FMC Corporation Savings and Investment Plan for Bargaining Unit Employees is hereby merged with and into the FMC Corporation Savings and Investment Plan. Also effective September 28, 2001 the portion of the FMC Corporation Savings and Investment Plan, (including the applicable portion of the FMC Corporation Savings and Investment Plan for Bargaining Unit Employees as merged therein) attributable to Participants who are or were employed by a machinery-related portion of FMC Corporation's business is hereby spun-off to the FMC Technologies, Inc. Savings and Investment Plan. Such Spin-off will comply with all applicable requirements of the Code.

The Company or its delegate may amend the Plan to meet applicable rules and regulations of the Internal Revenue Service and the United States Department of Labor, or, subject to the terms of any applicable collective bargaining agreements, for other reasons the Company or its delegate deems necessary or desirable. The Plan is intended to be qualified under Code Section 401(a) and its associated trust is intended to be tax exempt under Code Section 501(a). The Plan is intended also to meet the requirements of ERISA, and will be interpreted, wherever possible, to comply with the terms of the Code and ERISA.

ARTICLE I

For purposes of the Plan, as amended, the following terms have the meanings described below.

(a) a member of a controlled group of corporations of which the Company is a member (as described in Code Section 414(b));

(b) a member of any trade or business under common control with the Company (as described in Code Section 414(c));

(c) a member of an affiliated service group that includes the Company (as described in Code Section 414(m));

(d) an entity required to be aggregated with the Company pursuant to regulations promulgated under Code Section 414(o); or

(e) a leasing organization that provides Leased Employees to the Company or an Affiliate (as determined under paragraphs (a) through (d) above), unless: (i) the Leased Employees make up no more than 20% of the nonhighly compensated workforce of the Company and Affiliates (as determined under paragraphs (a) through (d) above); and (ii) the Leased Employees are covered by a plan described in Code Section 414(n)(5).

"Leasing organization" has the meaning ascribed to it in the definition of "Leased Employee" below.

For purposes of Section 3.7, the 80% thresholds of Code Sections 414(b) and (c) are deemed to be "more than 50%," rather than "at least 80%."

Notwithstanding anything herein to the contrary, no amounts paid to a Participant more than 30 days after his or her termination of employment with the Company or a Participating Employer will be considered Compensation.

The annual amount of Compensation taken into account for a Participant must not exceed $160,000 (as adjusted by Internal Revenue Service for cost-of-living increases in accordance with Code Section 401(a)(17)(B)). A Participant's Compensation will be conclusively determined according to the Company's records.

(a) a Leased Employee;

(b) a member of a bargaining unit covered by a collective bargaining agreement that does not specifically provide for participation in the Plan by members of the bargaining unit, or that is not listed in Appendix A;

(c) an Employee who is a nonresident alien of the United States; or

(d) an individual working for a Participating Employer under a contract that designates him or her as an independent contractor.

An employee who works for a non-U.S. Affiliate, and who would be an Eligible Employee if the non-U.S. Affiliate were a Participating Employer, will be an Eligible Employee during the period in which the employee has U.S. taxable income, and the Company will be deemed to be the Employee's employer for Plan purposes.

An individual's status as an Eligible Employee or not will be conclusively determined by the Administrator, subject to the claims review procedure described in Section 13.11.

The bargaining units whose members are covered by the Plan, and the effective dates of that coverage, are listed in Appendix A.

paid to a Surviving Spouse, an Eligible Retirement Plan is either an individual retirement account or individual retirement annuity, and does not include an annuity plan or a Code Section 401(a) plan.

(a) at any time during the Determination Year or the Look-Back Years owns (or is considered under Code Section 318 to own) more than five percent of the Company or an Affiliate; or

(b) had more than $80,000, as adjusted, in compensation (as defined in Code Section 415(c)(3)) from the Company and the Affiliates during the Look-Back Year.

The "Determination Year" is the Plan Year for which the determination of who is a Highly Compensated Employee is being made, and the 'Look-Back year' is the 12-month period immediately preceding the Determination Year.

A former Employee of the Company or an Affiliate is a Highly Compensated Employee for a given Determination Year if he or she separated from service (or was deemed to have separated) before the Determination Year, performs no services for a Participating Employer during the Determination Year, and was a Highly Compensated Employee for the Plan Year during which he or she separated from service (or was deemed to have separated) or for any Determination Year ending on or after his or her 55/th/ birthday.

The Secretary of the Treasury or its delegate will adjust the $80,000 limit from time to time, to reflect increases in the cost of living. Employees who are nonresident aliens and receive no earned income (within the meaning of Code Section 911(d)(2)) from the Company and its Affiliates that constitutes income from sources within the United States (within the meaning of Code Section
861(a)(3)) are not treated as Employees for purposes of this definition.

(a) for the performance of duties;

(b) on account of a period of time during which no duties were performed, provided that Hours of Service will not be credited for payments made or due under a plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation, or disability insurance laws, or for payments that reimburse an Employee's for medically related expenses; and

(c) for which back pay, irrespective of mitigation of damages, is awarded or agreed to by the Company, provided that, the same Hours of Service have not already been credited under (a) or (b) above.

No more than 501 Hours of Service will be credited for any single continuous period of time during which the Employee performed no duties. The determination of Hours of Service for reasons other than the performance of duties shall be determined in accordance with the provisions of Labor Department Regulations
Section 2530.200b-2(b), which are incorporated herein by reference, and Hours of Service shall be credited to computation periods in accordance with the provisions of Labor Department Regulations Section 2530.200b-2(c), which are incorporated herein by reference.

direction or control of the Company or Affiliate, and under an agreement between the Company or Affiliate and a leasing organization. The leasing organization can be a third party or the Leased Employee himself or herself.

(a) on a leave of absence authorized by the Company or an Affiliate in accordance with standard personnel policies applied in a nondiscriminatory manner to all similarly situated Employees, and returns to active employment with the Company or Affiliates as soon as the leave expires;

(b) on a military leave while the Employee's reemployment rights are protected by law, and returns to active employment with the Company or Affiliate within 90 days after his or her discharge or release (or such longer period as may be prescribed by law); or

(c) on a layoff, and returns to work with the Company or an Affiliate within the period of time and in the manner necessary to maintain seniority according to the rules of the Company or Affiliate in effect at the time of the return.

ARTICLE II

An Employee becomes a Participant as of the date he or she satisfies all of the following requirements:

(a) the Employee is an Eligible Employee;

(b) the Employee either (i) is a permanent, full-time Employee, (ii) is a permanent, part-time employee eligible for benefits, or
(iii) has completed at least 1,000 Hours of Service in a 12-month period beginning on his or her Employment Commencement Date or an anniversary of his or her Employment Commencement Date;

(c) the Employee has filed with the Administrator a Pre-Tax Contribution Election or After-Tax Contribution Election; and

(d) the Employee's election has become effective according to uniform and nondiscriminatory rules established by the Administrator.

A Participant becomes a Matched Participant as of the date he or she satisfies all of the following requirements:

(a) the Participant satisfies one of the conditions for being a Matched Participant;

(b) the Participant has filed with the Administrator a Pre-Tax Contribution Election or After-Tax Contribution Election; and

(c) the Participant's election has become effective according to uniform and nondiscriminatory rules established by the Administrator.

A Participant or Eligible Employee who is rehired as an Eligible Employee after a Period of Separation becomes an active Participant by filing with the Administrator a Pre-Tax

Contribution Election or After-Tax Contribution Election. When the Employee's election becomes effective, the Participant or Eligible Employee will again become an active Participant. If such a Participant satisfies one of the conditions for being a Matched Participant, the Participant becomes an active Matched Participant by filing with the Administrator a Pre-Tax Contribution Election or After-Tax Contribution Election. When the Pre-Tax Contribution Election or After-Tax Contribution Election becomes effective, the Matched Participant will become an active Matched Participant.

The Administrator may provide for paper, telephonic or electronic means of enrollment. Each Participant must execute the forms or follow the telephonic or electronic procedures required by the Administrator and make available to the Administrator any information it reasonably requests. As a condition of participating in the Plan, an Employee agrees, on his or her own behalf and on behalf of all persons who may have or claim any right by reason of the Employee's participation in the Plan, to be bound by all provisions of the Plan and by any agreement entered into pursuant to the Plan, each as interpreted by the Administrator in its uniform and nondiscriminatory discretion.

A Participant ceases to be a Participant when he or she dies or, if earlier, when his or her entire Account Balance has been paid to him or her. A Matched Participant ceases to be a Matched Participant when he or she no longer satisfies one of the conditions for being a Matched Participant.

The following special provisions will apply to an Eligible Employee or Participant who is reemployed in accordance with the reemployment provisions of the Uniformed Services Employment and Reemployment Rights Act ("USERRA") following a period of qualifying military service (as determined under USERRA) and will be interpreted in a manner consistent with Code Section 414(u).

2.6.1 Each period of qualifying military service served by an Eligible Employee or Participant will, upon his or her reemployment as an Eligible Employee, be deemed to constitute service with the Participating Employer for all Plan purposes.

2.6.2 The Participant will be permitted to make up Pre-Tax and/or After-Tax Contributions missed during the period of qualifying military service, so long as he or she does so during the period of time beginning on the date of the Participant's reemployment with the Participating Employer following his or her period of qualifying military service and extending over the lesser of (a) three times the length of the Participant's period of qualifying military service, and (b) five years.

2.6.3 The Participating Employer will not credit earnings to a Participant's Account with respect to any Pre-Tax or After-Tax Contribution before the contribution is actually made.

2.6.4 A reemployed Matched Participant will be entitled to accrued benefits attributable to Pre-Tax or After-Tax Contributions only if they are actually made.

2.6.5 For all Plan purposes, including the Participating Employer's liability for making contributions on behalf of a reemployed Participant as described above, the Participant will be treated as having received Compensation from the Participating Employer based on the rate of Compensation the Participant would have received during the period of qualifying military service, or if that rate is not reasonably certain, on the basis of the Participant's average rate of Compensation during the 12-month period immediately preceding the period of qualifying military service.

2.6.6 If a Participant makes a Pre-Tax or After-Tax Contribution in accordance with the foregoing provisions of this Section 2.6:

(a) those contributions will not be subject to any otherwise applicable limitation under Code Section 402(g), 404(a) or 415, and will not be taken into account in applying those limitations to other contributions under the Plan or any other plan, for the year in which the contributions are made; the contributions will be subject to the above-referenced limitations only for the year to which the contributions relate and only in accordance with regulations prescribed by the Internal Revenue Service; and

(b) the Plan will not be treated as failing to meet the requirements of Code Section 401(a)(4), 401(a)(26), 401(k)(3), 410(b) or 416 by reason of the contributions.

ARTICLE III

The Company will transmit to the Funding Agent the Pre-Tax Contributions for the Participants. To determine the amount it must transmit for each Participant, the Company will multiply the percentage elected by the Participant in his or her Pre-Tax Contribution Election by the Participant's Compensation.

The Company will transmit to the Funding Agent the After-Tax Contributions for the Participants. To determine the amount it must transmit for each Participant, the Company will multiply the percentage elected by the Participant in his or her After-Tax Contribution Election by the Participant's Compensation.

3.3.1 In making his or her Pre-Tax Contribution Election and After-Tax Contribution Election, a Participant must choose to defer or contribute between 2% and 20% (15% before October 1, 1999) of his or her Compensation, in 1% increments. The Participant's Pre-Tax

Contribution Election and After-Tax Contribution Election cannot together total more than 20% (15% before October 1, 1999) of his or her Compensation. For certain Participants listed on Appendix C for periods beginning on the Effective Date through December 31, 2001, the minimum deferral or contribution election may be less than 2% under the Participants' prior election. The Administrator may reduce the amount of any Pre-Tax Contribution Election, or make such other modifications it deems necessary, so that the Plan complies with the provisions of Code Section 401(k). Pre-Tax and After-Tax Contributions will be made on a payroll deduction basis and in accordance with uniform and nondiscriminatory rules and procedures established by the Administrator. A Participant's Salary Deferral Election will apply only to Compensation paid to the Participant while he or she is an Eligible Employee.

3.3.2 A Participant may change his or her Pre-Tax or After-Tax Contribution Election percentage or discontinue making Pre-Tax Contributions or After-Tax Contributions, as frequently as permitted by the Administrator, by completing the form or following any other election change procedure prescribed by the Administrator. An election change will become effective according to the uniform and nondiscriminatory rules established by the Administrator.

3.3.3 Pre-Tax and After-Tax Contributions will be delivered to the Funding Agent as of the earliest date they are known and can reasonably be segregated from the general assets of the Participating Employer. In no event will that date be later than the 15th business day of the month following the month they would have been paid to the Participant if he or she had not chosen to defer their payment or contribute them to the Plan.

3.3.4 Notwithstanding any other provision of the Plan, the amount contributed by the Participating Employers as Pre-Tax Contributions and by Participants as After-Tax Contributions must not exceed, in the aggregate, 15% of the total Compensation for the Plan Year for those Participants employed by the Participating Employers eligible for an allocation for that Plan Year. In addition, the amount contributed by the Participating Employers to this Plan or any other qualified plan maintained by the Participating Employers pursuant to a Participant's Pre-Tax Contribution Election must not exceed the Code Section 402(g) limit applicable for that calendar year.

3.4.1 For each contribution period, as defined in Section 3.4.2, the Company will make a Company Contribution to the Company Contribution Account of each Matched Participant equal to:

(a) the applicable percentage of all Basic Contributions made by the Matched Participant for that contribution period and initially invested in the Company Stock Fund; plus

(b) the applicable percentage of all Basic Contributions made by the Matched Participant for that contribution period and initially invested in any Investment Funds other than the Company Stock Fund; less

(c) any Forfeitures credited against the Company Contribution for that contribution period.

No Company Contribution will be made with respect to Supplemental Contributions.

The applicable percentage for a Plan Year will be determined by the Company before the start of the Plan Year. It is currently anticipated that the applicable percentage will be different for Basic Contributions initially invested in the Company Stock Fund than for Basic Contributions initially invested in other Investment Funds. The Company will communicate the applicable percentages for each Plan Year as soon as possible after they are determined.

3.4.2 The Company Contribution for each contribution period will be paid to the Funding Agent as soon as practicable. The Company Contribution will be allocated to each Matched Participant who made Basic Contributions during that contribution period, by multiplying the Matched Participant's own Basic Contributions for the contribution period by the applicable percentages determined for the Matched Participant, as described above. All Company Contributions will be invested in the Company Stock Fund. Each calendar week will be a contribution period. Subject to the special provisions of Section 3.13 through 3.15, all Company Contributions for a Plan Year will be allocated to Matched Participants' Company Contribution Accounts no later than the due date (including all extensions) of the Company's federal tax return for the fiscal year of the Company ending with or within the Plan Year.

With the approval of the Administrator, a Participant or Eligible Employee may make a Rollover Contribution to the Plan. A Participant's Rollover Contribution will be allocated to his or her Rollover Contribution Account no later than the first day of the month following the month in which the contribution is made. A Rollover Contribution must be made in cash. If an Employee makes a contribution that was intended to be a Rollover Contribution and the Funding Agent later discovers it was not a Rollover Contribution, the Funding Agent will distribute the balance of the Participant's Rollover Contribution Account to him or her as soon as practicable.

3.6.1 Each Participant to whom Pre-Tax Contributions are allocated will have a Pre-Tax Contribution Account. The Pre-Tax Contribution Account will be credited with the Pre-Tax Contributions allocable to the Participant and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions.

3.6.2 Each Participant who makes After-Tax Contributions will have an After-Tax Contribution Account. The After-Tax Contribution Account will be credited with the After-Tax Contributions the Participant makes and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions.

3.6.3 Each Matched Participant who makes Basic Contributions will have a Company Contribution Account. The Company Contribution Account will be credited with any Company Contributions made on behalf of the Matched Participant under Section 3.4, and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions.

3.6.4 Each Participant who makes a Rollover Contribution to the Plan pursuant to Section 3.5 will have a Rollover Contribution Account. The Rollover Contribution Account will be credited with all Rollover Contributions made by the Participant and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions.

Notwithstanding any provision of the Plan to the contrary, the total annual additions allocated for any Plan Year to the Account of a Participant and to his or her accounts under any other defined contribution plan maintained by the Company or an Affiliate must not exceed $30,000 or 25% of the Participant's Compensation. For purposes of this Section 3.7, "annual additions" include all Pre-Tax Contributions, After-Tax Contributions, Company Contributions and Forfeitures allocated to the Participant's Accounts for the Plan Year, except for Excess Pre-Tax Contributions (as described in Section 3.11.4) distributed to the Participant by April 15 following the year for which they were contributed to the Plan. "Annual additions" also include any employer and employee contributions and forfeitures allocated for the Plan Year under other defined contribution plans of the Company and the Affiliates.

If the annual additions allocated to a Participant's Accounts for the Plan Year exceed the limitation described in Section 3.7, annual additions, with their earnings, will be returned to the Participant in the minimum amount necessary to meet the limitation on annual additions. Supplemental Contributions (both After-Tax Contributions and Pre-Tax Contributions, in that order) will be returned first, and if there are not enough to satisfy the limitation on annual additions, Basic Contributions (both After-Tax Contributions and Pre-Tax Contributions, in that order) will be returned. If, after all of the Participant's Supplemental and Basic Contributions have been returned, the annual additions allocated to the Participant's Account for the Plan Year still exceed the limitation described in Section 3.7, the excess amounts attributable to Company Contributions will be held in a suspense account containing the excess amounts attributable to Company Contributions for all Matched Participants, and will be used to reduce the Company Contributions for the following Plan Year (and later Plan Years, if necessary), before any Company Contributions that would be annual additions for the next Plan Year (or later Plan Years, if necessary) are made to the Plan.

For purposes of Sections 3.9 through 3.15, the terms defined below have the meanings ascribed to them in this Section 3.9.

3.9.1 Actual Contribution Percentage means the sum of any After-Tax Contributions and Company Contributions allocated to the Eligible Participant for the Plan Year, plus any of the Eligible Participant's Pre-Tax Contributions treated as Company Contributions for the Plan Year, divided by the Eligible Participant's Plan Year Compensation, and stated as a percentage. All after-tax employee contributions and employer matching contributions made on behalf of a

Highly Compensated Employee under all plans of the Company and its Affiliates will be aggregated to determine the Highly Compensated Employee's Actual Contribution Percentage. A Company Contribution that is treated as a Pre-Tax Contribution under Section 3.13.7 is subject to Section 3.13 and is not taken into account in calculating an Eligible Participant's Actual Contribution Percentage. A Company Contribution that is forfeited to correct Excess Aggregate Contributions, or because the contribution to which it relates is treated as an Excess Contribution, Excess Pre-Tax Contribution or Excess Aggregate Contribution is not taken into account in calculating the Eligible Participant's Actual Contribution Percentage. The Actual Contribution Percentage of an Eligible Participant who does not make a Pre-Tax Contribution Election or an After-Tax Contribution Election is 0.0%.

3.9.2 Actual Deferral Percentage means the amount of Pre-Tax Contributions allocated to the Eligible Participant for the Plan Year, divided by his or her Plan Year Compensation, stated as a percentage. In calculating the Actual Deferral Percentage, Pre-Tax Contributions include Excess Pre-Tax Contributions for Highly Compensated Employees (whether they were made under plans of unrelated employers or plans of the same or related employers) but do not include Excess Pre-Tax Contributions for Nonhighly Compensated Employees. The Actual Deferral Percentage of an Eligible Participant who does not make a Pre-Tax Contribution Election is 0.0%.

3.9.3 Aggregate Limit means the greater of:

(a) the sum of:

(i) 1.25 times the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is larger; and

(ii) two percentage points plus the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is less, but in no event more than twice the lesser of the group's Average Actual Deferral Percentage and its Average Actual Contribution Percentage; and

(b) the sum of:

(i) 1.25 times the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is less; and

(ii) two percentage points plus the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is larger, but in no event more than twice the larger of the group's Average Actual Deferral Percentage and its Average Actual Contribution Percentage.

For purposes of this Section 3.10.3, the "group" is the group of Eligible Participants who are Nonhighly Compensated Employees for the preceding Plan Year.

3.9.4 Average Actual Contribution Percentage means the average of the Actual Contribution Percentages of the Eligible Participants in a group.

3.9.5 Average Actual Deferral Percentage means the average of the Actual Deferral Percentages of the Eligible Participants in a group.

3.9.6 Eligible Participant means any Employee who is eligible to make a Pre-Tax Contribution Election or an After-Tax Contribution Election any time during the Plan Year.

3.9.7 Excess Aggregate Contributions means, for any Plan Year, the excess of the Company and After-Tax Contributions (and any Pre-Tax Contributions or pre-tax salary deferrals under other plans taken into account in determining the Actual Contribution Percentages) actually made on behalf of Highly Compensated Employees for the Plan Year, over the maximum amount of Company and After-Tax Contributions permitted under Section 3.14 for the Plan Year. The amount of the Excess Aggregate Contribution for any given Eligible Participant is determined by making bookkeeping reductions (as opposed to actual reductions) in contributions. The reductions will be made by reducing the Company and After-Tax contributions for the Highly Compensated Employee with the highest combined dollar amount of Company and After-Tax Contributions by the lesser of:
(a) the amount necessary for the dollar amount of that Highly Compensated Employee's combined Company and After-Tax Contributions to equal the combined dollar amount of the Company and After-Tax Contributions of the Highly Compensated Employee with the next highest combined dollar amount of Company and After-Tax Contributions; and (b) the amount necessary for the Plan to satisfy the Actual Contribution Percentage Test. The Administrator will repeat this bookkeeping procedure until the Plan satisfies the Actual Contribution Percentage Test of Section 3.14. For each Highly Compensated Employee's reductions, the Administrator will begin by making reductions in his or her Company Contributions, and will reduce the Highly Compensated Employee's After-Tax Contributions only if his or her Company contributions for the Plan Year have been reduced to zero and it is still necessary to reduce his or her Plan Year contributions. The amount of any Highly Compensated Employee's Excess Aggregate Contributions is calculated after determining the Excess Contribution to be recharacterized as After-Tax Contributions for the Plan Year.

3.9.8 Excess Contributions means for any Plan Year, the excess of the Pre-Tax Contributions (and any Company contributions taken into account in determining the Actual Deferral Percentages) that are made on behalf of Highly Compensated Employees for the Plan Year, over the maximum amount of Pre-Tax Contributions permitted under Section 3.13 for the Plan Year. The amount of the Excess Contribution for any given Eligible Participant is determined by making bookkeeping reductions (as opposed to actual reductions) in contributions. The reduction will be made by reducing the Pre-Tax Contributions for the Highly Compensated Employee with the highest dollar amount of Pre-Tax Contributions by the lesser of: (a) the amount necessary for the dollar amount of that Highly Compensated Employee's Pre-Tax Contributions to equal the dollar amount of the Pre-Tax Contributions for the Highly Compensated Employee with the next highest dollar amount of Pre-Tax Contributions, and (b) the amount necessary for the Plan to satisfy the Actual Deferral Percentage Test. The Administrator will repeat this bookkeeping procedure until the Plan satisfies the Actual Deferral Percentage Test set forth in Section 3.13.

3.9.9 Excess Pre-Tax Contribution means the amount of Pre-Tax Contributions for a calendar year that are includible in a Participant's gross income under Code Section 402(g)

because the Participant's elective deferrals exceed the dollar limitation under Code Section 402(g) as determined under Sections 3.11 and 3.12.

The total amount of Pre-Tax Contributions, 401(k) contributions under another qualified plan, and deferrals under a Code Section 403(b) annuity, a simplified employee pension and/or a simple retirement account allocated to a Participant in any calendar year cannot exceed the dollar limitation in effect under Code Section 402(g) for that year.

3.11.1 Excess Pre-Tax Contributions, as adjusted per Section 3.12.2, will be distributed to each Participant on whose behalf they were made no later than the first April 15 following the close of the taxable year of the Participant for which they were allocated. In no event may the amount distributed under this Section 3.12 exceed the Participant's total Pre-Tax Contributions (as adjusted under Section 3.12.2 for income and losses allocable to them) for the taxable year for which he or she had Excess Pre-Tax Contributions.

3.11.2 The Excess Pre-Tax Contributions to be distributed to a Participant will be adjusted for income or losses through the close of the Plan Year for which they were made. Income and losses allocable to a Participant's Excess Pre-Tax Contributions will be determined in a nondiscriminatory manner (within the meaning of Code Section 401(a)(4)) consistent with the valuation of Participant Accounts under Section 10.4.

3.11.3 If a Participant has Excess Pre-Tax Contributions, but only when taking into account his or her pre-tax contributions under another plan, in order to receive a distribution of Excess Pre-Tax Contributions, he or she must make a written claim to the Administrator no later than the March 15 following the taxable year of the Participant for which the contributions were made. The claim must specify the amount of the Participant's Excess Pre-Tax Contributions for the preceding taxable year and be accompanied by the Participant's written statement that if those amounts are not distributed, the Participant's Pre-Tax Contributions, when added to amounts deferred under other plans or arrangements described in Code Sections 401(k), 402(h)(1)(B) (a simplified employee pension),
403(b) (an annuity plan) or 408(p)(2)(A)(i) (a simple retirement plan) will exceed the limit imposed on the Participant by Code Section 402(g) for the year in which the deferral occurred.

3.11.4 Excess Pre-Tax Contributions distributed prior to the first April 15 following the close of the Participant's taxable year will not be treated as Annual Additions under Section 3.7 for the preceding Limitation Year.

3.11.5 Any Pre-Tax Contributions that are properly distributed under
Section 3.8 as excess Annual Additions are disregarded in determining if there are any Excess Pre-Tax Contributions.

3.12.1 The Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year may not exceed the greater of:

(a) the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; and

(b) the lesser of:

(i) the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by two and

(ii) the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year plus two percentage points.

3.12.2 The provisions of Code Section 401(k)(3) are incorporated by reference.

3.12.3 If this Plan satisfies the requirements of Code Sections
401(a)(4), 401(k), and 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of those Code sections only if aggregated with this Plan, then this Section 3.13 is applied by determining the Actual Deferral Percentages of Eligible Participants as if all the plans were a single plan.

3.12.4 The Administrator also may treat one or more plans as a single plan with the Plan whether or not the aggregated plans must be aggregated to satisfy Code Sections 401(a)(4) and 410(b). However, those plans must then be treated as one plan under Code Sections 401(a)(4), 401(k), and 410(b). Plans may be aggregated under this Section 3.13.4 only if they have the same plan year.

3.12.5 Pre-Tax Contributions may be considered made for a Plan Year if made no later than the end of the 12-month period beginning on the day after the close of the Plan Year.

3.12.6 The determination and treatment of the Pre-Tax Contributions and Actual Deferral Percentage of any Participant must satisfy all requirements prescribed by the Secretary of the Treasury, including, without limitation, record retention requirements.

3.12.7 The Administrator will limit the election and allocation of Pre-Tax Contributions in order to avoid the creation of Excess Contributions. If and to the extent necessary or desirable, the Administrator will recharacterize Excess Contributions as After-Tax Contributions, or will distribute Excess Contributions. Recharacterized Excess Contributions will be treated as required in Treasury Regulations Section 1.401(k)-1(f)(3). The Administrator will recharacterize Excess Contributions within two and one-half months after the close of the Plan Year in which they arose. A distribution of Excess Contributions will normally be made within the same time frame. At all events, a corrective distribution of Excess Contributions must be made within 12 months after the end of the Plan Year in which they arose, and will include income allocable the

Excess Contributions for the Plan Year in which they arose. The method used to determine the income allocable to Excess Contributions that are distributed will not violate Code Section 401(a)(4), and will be applied consistently for all Participants and all corrective distributions for any Plan Year. Any distribution to a Participant of less than the entire amount of his or her Excess Contributions will be treated as a pro rata distribution of Excess Contributions and income. The Administrator may combine the correction methods described in this Section 3.12.7. The amount of Excess Contributions to be recharacterized or distributed to a Participant under this Section 3.13.7 will be reduced by any Excess Pre-Tax Contributions previously distributed to the Participant for his or her taxable year ending with or within the Plan Year. Similarly, the amount of Excess Pre-Tax Contributions to be distributed for a Participant's taxable year will be reduced by the amount of any Excess Contributions previously distributed or recharacterized as to that Participant for the Plan Year beginning with or within the Participant's taxable year.

3.13.1 The Average Actual Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year may not exceed the greater of:

(a) the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; and

(b) the lesser of:

(i) the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by two; and

(ii) the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year plus two percentage points.

3.13.2 The provisions of Code Section 401(m)(2) are incorporated by reference.

3.13.3 If this Plan satisfies the requirements of Code Section
401(a)(4), 401(k) and 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of those Code sections only if aggregated with this Plan, then this Section 3.14 is applied by determining the Actual Contribution Percentage of Eligible Participants as if all the plans were a single plan.

3.13.4 The Administrator also may treat one or more plans as a single plan with the Plan, whether or not the aggregated plans must be aggregated to satisfy Code Sections 401(a)(4) and 410(b). However, those plans must then be treated as one plan under Code Sections 401(a)(4), 401(m) and 410(b). Plans may be aggregated under this Section 3.14.4 only if they have the same plan year.

3.13.5 An After-Tax Contribution is considered made for a Plan Year if it is deducted from the Participant's Compensation during the Plan Year and transmitted to the Trustee within a

reasonable period after that. A Company Contribution is considered made for a Plan Year if it is allocated to a Matched Participant's Account as of a date within the Plan Year, is actually paid to the Trust no later than 12 months after the Plan Year, and is made on account of the Matched Participant's Basic Contributions for the Plan Year. A Pre-Tax Contribution may be considered made under this Section 3.14 for a Plan Year if it is recharacterized for purposes of
Section 3.13, and if it is includible in the gross income of the Participant as of a date during that Plan Year. A recharacterized Pre-Tax Contribution is includible in a Participant's gross income as of the date it would have been paid to the Participant, had the Participant not elected to defer it into the Plan.

3.13.6 The determination and treatment of After-Tax and Company Contributions and the Actual Contribution Percentage of any Participant must satisfy all requirements prescribed by the Secretary of Treasury, including, without limitation, record retention requirements.

3.13.7 The Administrator will limit the making of After-Tax Contributions in order to avoid the creation of Excess Aggregate Contributions. If and to the extent necessary or desirable, the Administrator will forfeit any Excess Aggregate Contributions that were Company Contributions and that were not vested, and will distribute to the Participant who made them any Excess Aggregate Contributions that were After-Tax Contributions, and will distribute to the Matched Participant to whom they were allocated any Excess Aggregate Contributions that were Company Contributions and were vested. A distribution of Excess Aggregate Contributions will normally be made within two and one-half months after the close of the Plan Year in which they arose. At all events a corrective distribution of Excess Aggregate Contributions must be made no later than 12 months after the close of the Plan Year in which they arose, and will include income allocable to the Excess Aggregate Contributions for the Plan Year in which they arose. The method used to determine the income allocable to any Excess Aggregate Contributions that are distributed will not violate Code
Section 401(a)(4), and will be applied consistently for all Participants and all corrective distributions for any Plan Year. Any distribution to a Participant of less than the entire amount of his or her Excess Aggregate Contributions will be treated as a pro rata distribution of Excess Aggregate Contributions and income. The Administrator may combine the correction methods described in this Section 3.14.7.

3.14.1 Multiple use of the alternative limitation occurs if all of the following conditions are satisfied.

(a) The sum of the Average Actual Contribution Percentage for Eligible Participants who are Highly Compensated Employees and the Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees is greater than the Aggregate Limit for the preceding Plan Year.

(b) The Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees exceeds the amount described in Section 3.13.1(a).

(c) The Average Actual Contribution Percentage for Eligible Participants who are Highly Compensated Employees exceeds the amount described in Section 3.14.1(a)

3.14.2 The Average Actual Deferral and Contribution Percentages for Eligible Participants who are Highly Compensated Employees will be determined for purposes of this Section 3.15 after corrective measures have been taken under Sections 3.13.7 and 3.14.7.

3.14.3 The Administrator will limit the making of After-Tax Contributions or, if that is not sufficient, the election and allocation of Pre-Tax Contributions, in order to avoid multiple use of the alternative limitation. If and to the extent necessary or desirable, the Administrator will eliminate multiple use of the alternative limitation by reducing the Average Actual Contribution Percentage of the Eligible Participants who are Highly Compensated Employees in the manner described in Section 3.10.7 above. The amount of the required reduction will be Excess Aggregate Contributions, and will be forfeited or distributed to Highly Compensated Employees as described in
Section 3.14.7 above.

ARTICLE IV

A Participant is always 100% vested in the balance of his or her After-Tax Contribution Account, Pre-Tax Contribution Account and Rollover Contribution Account.

Years of Service               Percent Vested
----------------               --------------

Fewer than 2                          0%
2 but fewer than 3                   20%
3 but fewer than 4                   40%
4 but fewer than 5                   60%
5 or more                           100%

4.2.2 Notwithstanding the foregoing, a Participant will become 100% vested in the balance of his or her Company Contribution Account and Contingent Account if:

(a) he or she reaches age 55 while employed by the Company or one of its Affiliates;

(b) he or she separates from service due to Disability;

(c) he or she dies while employed by the Company or one of its Affiliates;

(d) he or she ceases to be an Employee because of the permanent shutdown of a single site of employment or of one or more facilities or operating unites within a single site of employment; or

(e) he or she is employed by the Company or one of its Affiliates involved in a transaction and the Committee, in its discretion, fully vests the Participant in connection with the transaction.

4.2.3. If a Participant is hired by the Company or one of its Affiliates as a result of an acquisition, the Committee (or its delegate) may, in its discretion, give the Participant and all other Participants hired under the same circumstances as a result of the same acquisition credit for service with a prior employer for purposes of vesting.

4.3.1 A Participant forfeits the non-vested portion of his or her Company Contribution and Contingent Accounts on the earlier of: (a) the date as of which he or she receives a distribution of his or her entire Company Contribution and Contingent Accounts and (b) the date his or her Period of Separation equals five years. The nonvested amount so forfeited is a 'Forfeiture.' If the Participant incurs a Forfeiture under clause (a) above and his or her Period of Separation is shorter than five years, the Forfeiture is restored, and the Period of Separation counts towards the Participant's Years of Service, along with service before and after the Period of Separation, in determining the Participant's Years of Service for purposes of Section 4.2. If the Period of Separation is five years or longer, the Forfeiture will not be restored, but the Period of Separation counts towards the Participant's Years of Service, along with service before and after the Period of Separation, in determining the Participant's Years of Service for purposes of Section 4.2. If a Participant begins a Period of Separation by way of a maternity or paternity leave, this Section 4.3.1 will be read by substituting the number 'six' for the number 'five' wherever the latter number appears. A 'maternity or paternity leave' is an absence from work because of the Participant's pregnancy, the birth of a child to or placement of a child for adoption with the Participant, or the need to care for the Participant's child immediately following its birth to or placement with the Participant.

4.3.2 Amounts that become Forfeitures during a month will be used to restore Forfeitures to rehired Participants as provided in Section 4.3.1. Any remaining Forfeitures during a month will be used to pay the administrative expenses of the Plan in the following order: Trustee's fees, communications to Participants, nondiscrimination testing, qualified domestic relations order administration, enrollment fees, required minimum distribution fees, auditors' fees, consulting and legal fees and other similar administrative expenses. Any remaining Forfeitures during a month will be used to reduce the Company's obligation to make Company Contributions in that month or succeeding months. Any remaining Forfeitures during a month will be used to pay fees associated with Participant communications to Participants involved in an acquisition or divestiture and Participant Account adjustments, as determined by the Committee or its delegate. While awaiting allocation, until such time as the Company applies Forfeitures to the purposes described above, they will be invested in a default fund selected by the Company.

As of part of certain corporate transactions, the Company has fully vested certain Participants in the Participants' Plan Accounts. The following list details the most recent transactions:

(a) Snap-On Incorporated. Effective as of March 31, 1996, each Participant who was hired by Snap-On Incorporated as a part of the Company's sale of assets and liabilities to Snap-On Incorporated was fully vested in his or her Plan Account.

(b) Great Lakes Chemical Company. Effective as of July 31, 1999, each Participant who was hired by Great Lakes Chemical Company as a part of the Company's sale of assets and liabilities to Great Lakes Chemical Company was fully vested in his or her Plan Account.

(c) Smithville. Effective May 17, 2001, each Participant who was hired by Maverick Innovative Solutions as part of the Company's sale of assets and liabilities to Maverick Innovative Solutions was fully vested in his or her Plan Account.

ARTICLE V

Upon his or her separation from service with the Company and all Affiliates for any reason, a Participant will be entitled to receive the vested portion of his or her Account Balance, determined in accordance with the provisions of Article IV and the valuation rules established for each Investment Fund. The date as of which the Participant's Account Balance is determined will be the Valuation Date preceding the date of distribution.

5.2.1 Except as provided in Sections 5.2.2 and 5.2.3, unless a Participant otherwise elects, payment of benefits will begin no later than the 60th day after the close of the Plan Year in which the latest of the following events occurs:

(a) the Participant's 65th birthday;

(b) the 10th anniversary of the year in which the Participant commenced participation; and

(c) the Participant's separation from service.

If the amount of benefits payable to or in respect of a Participant cannot be determined by the benefit commencement date described in the preceding sentence, or if the Administrator cannot locate the Participant (or, if the Participant has died, his or her Beneficiary) after making a reasonable effort to do so, benefit payments will begin no later than 60 days after the amount of the Participant's benefits can first be determined or the Participant (or his or her Beneficiary) is

located, in the amount necessary to bring the payments up to date, as if they had begun on the benefit commencement date described in the preceding sentence.

5.2.2 The Participant's Account Balance will be distributed as soon as practicable after the Participant elects a distribution following the Participant's separation from service. Notwithstanding the foregoing, if at the time of his or her separation from service the Participant's total Account Balance exceeds $5,000 the Participant may elect to defer distribution of his or her Account Balance until a date no later than his or her Required Beginning Date. A Participant will be deemed to have elected to defer payment of benefits from the Plan until the date the Participant requests a distribution from the Plan in a manner consistent with the uniform and nondiscriminatory rules established by the Administrator.

5.2.3 Notwithstanding any other provision of this Plan, a Participant must begin to receive his or her benefit no later than his or her Required Beginning Date. The amount to be distributed each year will be the minimum amount required to satisfy Code Section 401(a)(9) and the regulations promulgated thereunder, determined with no recalculation of life expectancy. The Required Beginning Date of a Participant who reaches age 70-1/2 on or after January 1, 2000 is April 1 of the calendar year following the later of the calendar year in which the Participant reaches age 70-1/2 or, retires. The Required Beginning Date of a Participant who reaches age 70-1/2 before January 1, 2000 is April 1 of the Calendar year following the Calendar year in which the Participant reaches age 70-1/2. Notwithstanding any other provision of this Section 5.2.3, if a Participant is a five percent owner (as defined in Code Section 416) for the Plan Year ending in the calendar year in which he or she reaches age 70-1/2, his or her Required Beginning Date is April 1 of the following calendar year.

5.2.4 Notwithstanding any other provision of this Plan, all Plan distributions will comply with Code Section 401(a)(9), including Department of Treasury Regulation Section 1.401(a)(9)-2. In addition, the benefit payments distributed to any Participant will satisfy the incidental death benefit provisions under Code Section 401(a)(9)(G) and the regulations promulgated under it.

5.2.5 If the Participant dies after beginning distribution of his or her Account Balance, the remainder of the Account Balance will be payable in accordance with Section 7.1. Notwithstanding the foregoing, the Participant's Account Balance must continue to be distributed at least as rapidly as under the method of distribution in effect before the Participant died.

5.2.6 If the Participant dies before beginning distribution of his or her Account Balance, the Participant's Account Balance will be distributed as provided under Section 7.1, but distribution must be completed within five years after the Participant dies. Notwithstanding the foregoing, the Participant's Beneficiary may receive the Account Balance over his or her life or over a period not extending beyond his or her life expectancy, so long as distribution begins within one year after the Participant dies, or, if the Beneficiary is the Participant's Surviving Spouse, by the date the Participant would have reached age 70-1/2. Furthermore, if the Participant's Surviving Spouse is the Beneficiary and dies before distribution begins, the next Beneficiary to take may receive benefits over his or her life or a period not exceeding his or her

life expectancy, so long as distribution begins by the date the Surviving Spouse would have reached age 70-1/2.

Notwithstanding any other Plan provision, if a Participant's Account Balance is not larger than $5,000 the Account Balance will be paid in one lump sum to the Participant as soon as practicable after the Participant's separation from service, without his or her consent or the consent of his or her spouse.

A Participant's Account Balance will be distributed by check to the Participant or Beneficiary entitled to it (or to his or her designated agent). Alternatively, as to any amount invested in the Company Stock Fund and the FMC Technologies Stock Fund at the time of distribution, the Participant or, where applicable, his or her Beneficiary, may request a certificate representing the whole shares of Company Stock and/or FMC Technologies Stock held for him or her, and a check representing any fractional share. The Administrator will establish uniform and nondiscriminatory rules governing the timing, content and manner of elections under this Section 6.2.

6.3.1 A Participant or Beneficiary may elect to have his or her Account Balance distributed in any of the forms described below.

(a) Lump Sum: This form of benefit pays the entire Account Balance in one payment.

(b) Installments for a Fixed Period: The Participant or Beneficiary may elect to receive annual, quarterly or monthly installments over a fixed period of 20 years or less, or, for periods beginning before June 1, 1997, 10 years or less.

(c) Installments over Life Expectancy: The Participant or Beneficiary may elect to receive annual, quarterly or monthly installments over his or her life expectancy or over the joint life expectancy of the Participant and his or her Beneficiary.

6.3.2 If the Participant chooses to receive installments, the size of each installment will be calculated by dividing the Account Balance determined as of the date described in Section 5.1 by the total number of installments remaining to be paid.

6.3.3 The Administrator will establish uniform and nondiscriminatory rules governing the timing, content and manner of elections under this
Section 6.3.

6.3.4 No installment election under this Plan will permit payments to be made over a period longer than the Participant's life expectancy or the joint life expectancy of the Participant and his or her Beneficiary. A Participant may not elect any stream of installments providing payments to a Beneficiary who is other than his or her spouse, unless the amount distributed each year equals or exceeds the quotient obtained by dividing the Participant's Account Balance by the divisor determined under Department of Treasury Regulation Section 1.401(a)(9)-2. Further, the amount of the periodic payment made to a Beneficiary cannot under any circumstances be larger than the amount of the periodic payment made to the Participant.

Any former Employee who is a Participant and who has chosen to defer payment of his or her Account Balance may request a change in the form, timing or medium in which his or her Account Balance will be paid, so long as the revised election conforms to Section 6.3. Once benefit payments have begun, no Participant may change the form, timing or medium of payment of his or her Account Balance.

6.5.1 Notwithstanding any provision of the Plan, a Distributee may elect, at the time and in the manner prescribed below, to have any portion of an Eligible Rollover Distribution paid in a Direct Rollover to an Eligible Retirement Plan specified by the Distributee.

6.5.2 At least 30, but no more than 90, days before the Annuity Starting Date, the Administrator will furnish the Participant with a notice containing information regarding his or her right to take distribution directly or to elect a Direct Rollover, and some of the federal tax consequences of the alternative types of distribution. The notice must meet the requirements of Code
Section 402(f). The Administrator will give the Participant an election period of at least 30 days to decide whether to elect a Direct Rollover. Notwithstanding the foregoing, the election period may end immediately after the Participant makes an affirmative election as to whether to receive the distribution directly or in the form of a Direct Rollover, so long as the Participant is properly informed of his or her right to a full 30-day election period, and waives the remainder of the election period.

6.6.1 An active Participant who has reached age 59-1/2 may elect to withdraw all or any part of his or her Account. For periods beginning before January 1, 2000, a Participant was permitted only one in-service withdrawal during his or her lifetime. The Administrator will establish uniform and nondiscriminatory procedures for requesting, granting and processing in-service withdrawals under this Section 6.6.1, which may include telephonic or electronic procedures, as and to the extent permitted by applicable law or regulation.

6.6.2 An active Participant who has not reached age 59 1/2 may make a withdrawal of the following portions of the Participant's Account Balance in the order listed below:

(a) all or part of the After-Tax Contributions he or she made after March 31, 1986 and before January 1, 1987;

(b) all earnings or appreciation attributable to After-Tax Contributions he or she made after March 31, 1986 and before January 1, 1987;

(c) all or part of the After-Tax Contributions he or she made or to the Plan after December 31, 1986;

(d) all or part of his or her After-Tax Contributions made before April 1, 1982, or, if less, the amount in the Participant's After-Tax Contribution Account allocable to those contributions;

(e) any amount remaining in the Participant's After-Tax Contribution Account that is allocable to After-Tax Contributions made before April 1982;

(f) all earnings or appreciation attributable to the After-Tax Contributions he or she made to the Plan after December 31, 1986;

(g) all the vested value of his or her Contingent Account;

(h) all of the current value of vested Company Contributions and FMC contributions made as to After-Tax Contributions he or she made to the Plan after December 31, 1986.

For periods beginning before January 1, 2000, the above order had Subsection (g) before Subsection (f). For periods beginning before January 1, 2000, a Participant who made a withdrawal under Subsection (d), (e), (f), (g) or (h) was suspended from making Pre-Tax Contributions from the effective date of the withdrawal until the first payroll period coincident with or next following the first day of the seventh calendar month after the withdrawal was effective. The Administrator will establish uniform and nondiscriminatory procedures for requesting, granting and processing in-service withdrawals under this Section 6.6.2, which may include electronic or telephonic procedures, as and to the extent permitted by applicable law or regulation.

6.6.3 An active Participant may make a hardship withdrawal from his or her Pre-Tax Contribution Account if he or she demonstrates to the Administrator that the withdrawal is necessary to satisfy the Participant's immediate and heavy financial need. A hardship withdrawal cannot exceed the total Pre-Tax Contributions made to the Plan on behalf of the Participant by the date of the withdrawal, reduced by the amounts of any previous hardship or other in-service withdrawals. In addition, the minimum hardship withdrawal permitted is $500, or, if less, the total amount of Pre-Tax Contributions, made for the Participant, minus any previous hardship or in-service withdrawals.

(a) A distribution is on account of an immediate and heavy financial need if it is for:

(1) medical expenses as described in Code Section 213(d) incurred by the Participant, his spouse or dependents;

(2) costs directly related to the purchase of a principal residence for the Participant (excluding mortgage payments);

(3) tuition payments, or related education expenses, for the next 12 months of post-secondary education for the Participant or the Participant's spouse or dependents;

(4) payments necessary to prevent the Participant's eviction from his or her principal residence, or foreclosure on the mortgage on the Participant's residence;

(5) expenses incurred for the funeral of a member of the Participant's immediate family;

(6) legal expenses incurred by the Participant in obtaining a divorce;

(7) expenses incurred by the Participant in remedying an uninsured property loss;

(8) expenses incurred by the Participant in adopting or attempting to adopt a child;

(9) emergency expenses of the Participant in personal bankruptcy; or

(10) other expenses deemed by the Administrator to constitute hardships justifying a hardship withdrawal, and formally adopted under rules of the Administrator as eligible for hardship withdrawal.

(b) A withdrawal will be permitted only if the Participant certifies in writing to the Administrator that the immediate and heavy financial need" cannot be met from other resources reasonably available to the Participant and the Participant further represents to the Administrator, in such manner and form as the Administrator may require, that the Participant's immediate and heavy financial need cannot be relieved:

(1) through reimbursement or compensation by insurance or otherwise;

(2) by reasonable liquidation of the Participant's assets, to the extent liquidation would not itself cause an immediate and heavy financial need;

(3) by the Participant's ceasing to have Pre-Tax Contributions made for him or her under the Plan; or

(4) by other distributions from plans maintained by a Participating Employer or any other employer, or by borrowing from commercial sources on reasonable commercial terms.

If the Participating Employer or the Administrator knows that the representation required by the preceding sentence would not be true, the hardship withdrawal request will not be granted.

(c) A hardship withdrawal under this Section 6.6.3 cannot exceed the amount required to relieve the financial need, including any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution.

6.6.4 The Administrator will establish uniform and nondiscriminatory procedures for requesting, granting and processing hardship withdrawals.

6.7.1 An active Participant may submit an application to the Administrator to borrow from his or her Account (on such uniform and nondiscriminatory terms and conditions as the Administrator shall prescribe) an amount, when added to the amount of any then outstanding loan, does not exceed the lesser of:

(a) $50,000, reduced by the excess (if any) of the Participants highest outstanding Plan loan balance during the one-year period ending on the day before the loan is made over the Participant's outstanding Plan loan balance on the day the loan is made; and

(b) 50% of the Participant's Account as of the Valuation Date coincident with or immediately preceding the date the Administrator receives the application.

In calculating the Participant's loan limit, all loans from qualified plans of the Company and all Affiliates will be aggregated.

6.7.2 Each loan granted under the Plan will meet the following requirements:

(a) it must be evidenced by a negotiable promissory note;

(b) the rate of interest payable on the unpaid balance of the loan will be reasonable;

(c) the amount of the loan must be at least $1,000;

(d) the loan, by its terms, must require repayment within five years;

(e) the loan will be secured by the Participant's interest in the Account Balance of his or her Account, but not to exceed 50% of such Account; and

(f) the loan must be repaid through payroll deduction, or, if the loan has been outstanding for at least three months, the Participant may make one payment by check or money order of the full amount of principal and interest then outstanding.

6.7.3 If a Participant is granted a loan, a "Loan Account" will be established for the Participant. All Loan Accounts will be held by the Funding Agent, as part of the Trust Fund.

The loan amount will be transferred from a Participant's other Accounts according to uniform and nondiscriminatory ordering rules adopted by the Administrator, and will be disbursed from the Loan Account. Principal and interest payments of a loan will be credited initially to the Loan Account of the Participant, and will be transferred as soon as reasonably practicable thereafter to the other Accounts of the Participant according to uniform and nondiscriminatory ordering rules adopted by the Administrator. All fees and expenses incurred in connection with a loan obligation of a Participant will be borne solely by the Participant's Account.

6.7.4 Loan repayments will be made through payroll withholding during a Participant's employment. Each Participant who requests a loan consents to such payroll withholding for repayment of the loan. Upon termination of employment, a Participant may elect to continue to repay the loan under such uniform and nondiscriminatory rules as the Administrator has established. Beginning on the Effective Date, the Administrator will cease payroll reduction for loan repayments as soon as reasonably practicable after receipt of a court order to do so in the event of a Participant's bankruptcy, and the loan will immediately be deemed to be in default. Any fees and expenses incurred in connection with a loan and loss caused by nonpayment or other default on a loan obligations will be borne solely by the Loan Account of the Participant. A default will constitute a taxable event to the Participant, necessitating certain reporting obligations on the Administrator's part, and the note evidencing a loan in default will be executed upon and processed in accordance with the uniform and nondiscriminatory rules adopted by the Administrator. A Participant's loan repayments will, at his or her request, be suspended during the time he or she is absent as a result of qualifying military service (as determined under USERRA), as permitted under Code Section 414(u)(4).

6.7.5 A Participant may not have more than two loans outstanding at any given time. For periods beginning before January 1, 2000, a Participant could not have more than one Plan loan in any 12-month period, and could not have more than two loans outstanding at any given time.

6.7.6. Upon termination of employment, a Participant who has an outstanding loan under the Plan must repay his or her loan in a lump sum or the loan will be in default. Notwithstanding the above, the Committee (or its delegate) may, in its sole discretion, allow terminated Participants to continue to repay loans under such uniform and nondiscriminatory rules as the Committee (or its delegate) determines.

ARTICLE VII

7.1.1 Subject to the provisions of Section 5.2, if a Participant dies before payment of his or her Account Balance has begun, his or her Account Balance will be paid to the Participant's Beneficiary in the form of benefit chosen by the Beneficiary under Sections 6.2 and 6.3. The Beneficiary of a Participant who is married on the date of his or her death will be the Participant's Surviving Spouse, unless the Participant has designated another Beneficiary and the Surviving Spouse consented to the designation, both as provided in Section 7.3.

If a Participant fails to name a Beneficiary and dies before payment of his or her Account Balance begins, or if no designated Beneficiary survives the Participant, the Administrator will pay any amounts due after the Participant's death to the Participant's surviving spouse or, if there is no surviving spouse, to the Participant-'s surviving children, in equal shares. If the Participant leaves behind no surviving spouse or children, the Administrator will pay any amounts then due to the Participant's estate.

7.3.2    The Administrator will provide each Participant with a written
         explanation of:

(a)      the right of the Participant to name someone other than his or
         her Surviving Spouse as a Beneficiary;

(b)      the right of the Participant's spouse to be named as the
         primary Beneficiary for all of the Participant's Account
         Balance and the effect of waiving that right; and

(c)      the Participant's right to revoke a previous designation of
         someone other than the Surviving Spouse as a Beneficiary, and
         the effect of such a revocation.

7.3.3    A designation of someone other than the Surviving Spouse as a

primary Beneficiary will be effective only if it is made in writing and consented to by the Participant's spouse, with the spouse's consent witnessed by a notary public or the Administrator. Any subsequent change of Beneficiary to an individual who is not the Participant's Surviving Spouse must also be in writing and consented to by the Participant's spouse, with the spouse's consent witnessed by a notary public or the Administrator. Spousal consent is not necessary if the Participant establishes to the satisfaction of a Plan representative that the Participant does not have a spouse, or that the Participant's spouse cannot be located. Spousal consent is also unnecessary if the Participant produces a court order to the effect that the Participant is legally separated from his or her spouse or has been abandoned by the spouse, within the meaning of the law of the Participant's state of residence, unless a qualified domestic relations order requires otherwise. If the Participant's spouse is legally incompetent to give consent, the spouse's legal guardian may give the spouse's consent, even if the legal guardian is the Participant. A spouse's consent will be valid only as to that spouse, and an election deemed effective without the spouse's consent will be valid only as to the spouse designated as to that election. A Participant may revoke a prior designation of someone other than the Surviving Spouse as a primary Beneficiary without the consent of his or her spouse, and may revoke such a designation an unlimited number of times.

7.3.4 A Participant's former spouse will be treated as the spouse or Surviving Spouse only to the extent provided under a qualified domestic relations order as described in Code Section 414(p).

For periods prior to January 1, 2002, the provisions of this Article VIII apply, instead of Sections 6.3, 6.4, 7.1, 7.2 and 7.3, to the entire Account Balance of each Participant who was: (a) a participant in the FMC Corporation Savings and Investment 401(k) Plan for Bargaining Unit Employees ("FMC Unmatched Plan") immediately before his or her collective bargaining unit became covered under this Plan, and whose account balance in the FMC Unmatched Plan was transferred to this Plan; or (b) transferred to the Company as part of its acquisition from Stein, Inc. or Frigoscandia Equipment Holding AB. Sections 6.1, 6.2, 6.5, 6.6 and 6.7 continue to apply to the Account Balances of Participants described in the preceding sentence, but this Article VIII does not apply to any other Participant.

8.2.1 The normal form of benefit for a Participant to whom this Article VIII applies is the 50% Joint and Survivor-Ten Year Certain Annuity with the Participant's spouse as the Beneficiary, if the Participant is married on the Annuity Starting Date. If the Participant is not married on the Annuity Starting Date, the normal form of benefit is the Life and Ten Year Certain Annuity. If the Participant fails to make an election under Section 8.4, his or her Account Balance will be paid in the normal form of benefit. A Participant covered by this Article VIII who is married on the Annuity Starting Date may elect a benefit other than the normal form of benefit only if his or her spouse consents to the election within the time frame and in the manner required by
Section 8.4.

8.2.2 Subject to Sections 8.2.1 and 8.4, and except as otherwise provided herein, a Participant covered by this Article VIII may elect to have his or her benefit under this Plan paid in the form of a lump sum distribution or a fixed dollar annuity purchased on his or her behalf. A Plan annuity is a fixed dollar annuity if it provides a stream of monthly payments that do not vary in amount.

8.2.3 If a Participant to whom this Article VIII applies elects to have a fixed dollar annuity purchased on his or her behalf, he or she may select any of forms of annuity described in this Section 8.2.3.

(a) Life and Ten Year Certain Annuity: This form of annuity pays the Participant a fixed amount each month beginning with the month in which the Annuity Starting Date occurs and ending when the Participant dies. If the Participant dies before 120 monthly payments have been made, payments will continue to the Participant's Beneficiary until 120 monthly payments have been made to the Participant and Beneficiary under the annuity.

(b) Joint and Survivor-Ten Year Certain Annuity: This form of annuity pays the Participant a fixed amount each month beginning with the month in which the Annuity Starting Date occurs and ending when the Participant dies. If the

Participant's Beneficiary survives the Participant, payments will continue to the Participant's primary Beneficiary until the Beneficiary dies. If the Participant and Beneficiary both die before 120 monthly payments have been made to the Participant and Beneficiary under the annuity, payments will continue to the Participant's contingent Beneficiary until 120 monthly payments in all have been made under the annuity. The monthly payment payable to the primary or contingent Beneficiary before 120 payments have been made under the annuity equals the monthly payment made during the Participant's lifetime. The monthly payment payable to the primary Beneficiary after 120 payments have been made under the annuity equals 100% or 50% of the monthly payment made during the Participant's lifetime, as specified in the Participant's election. Both the primary and contingent Beneficiaries must be named at the time this annuity is elected.

(c) Period Certain Annuity: This form of annuity pays the Participant a fixed amount each month beginning with the month in which the Annuity Starting Date occurs and ending when the specified number of monthly payments have been made to the Participant and, if he or she dies before receiving the specified number of payments, to the Participant's Beneficiary. The Participant may specify 60, 120 or 180 monthly payments. The Participant specifies the number of monthly payments and names his or her Beneficiary at the time he or she elects the annuity.

(d) Other: This form of payment includes any other alternative form of distribution, including installment distributions, provided for by the Funding Agent. Notwithstanding the foregoing, a Participant may not elect any form of distribution providing only for the payment of interest or income earned on his or her Accounts.

8.2.4 An annuity under this Plan must provide that payments will be made over a period no longer than the life of the Participant, the lives of the Participant and his or her Beneficiary, the Participant's life expectancy or the life expectancy of the Participant and his or her Beneficiary. A Participant to whom this Article VIII applies may not elect any form of annuity providing monthly payments to a Beneficiary who is other than his or her spouse, unless the amount distributed each year equals or exceeds the quotient obtained by dividing the Participant's Account Balances by the divisor determined under Department of Treasury Regulation Section 1.401(a)(9)-2. Further, the amount of the monthly payment made to a Beneficiary cannot under any circumstances be larger than the amount of the monthly payment made to the Participant.

Any former Employee who is a Participant to whom this Article VIII applies and who has chosen to defer payment of his or her Account Balance may request a change in the form, timing or medium in which his or her Account Balances will be paid, so long as the revised election

conforms to Sections 8.2 through 8.4. Once payments have begun, no Participant may change the form, timing or medium of payment of his or her Account Balance.

8.4.1 The Account Balance of a Participant to whom this Article VIII applies will be distributed in the normal form of benefit, regardless of what form of benefit the Participant chooses, unless the Participant makes an effective waiver under this Section 8.4 and, if the Participant is married on the Annuity Starting Date, unless the Participant's spouse consents to the Participant's choice of another form of benefit in the manner described in this
Section 8.4. No sooner than 30, and no more than 90, days before the Annuity Starting Date, the Administrator will provide the Participant with a written explanation of:

(a) the terms and conditions of the normal form of benefit;

(b) the Participant's right to waive the normal form of benefit and the effect of waiving the normal form of benefit;

(c) the right of the Participant's spouse to consent or withhold his or her consent to the Participant's choice of another form of benefit; and

(d) the Participant's right to revoke a waiver of the normal form of benefit, and the effect of revoking the waiver.

A Participant may revoke his or her waiver of the normal form of benefit at any time before the payment begins, without his or her spouse's consent. For purposes of the previous sentence, if the Participant's Account Balance is to be paid in the form of an annuity, payment will be deemed to begin when the annuity has been purchased.

8.4.2    A Participant's waiver of the normal form of benefit will be
         effective only if:

(a)      the Participant's spouse consents in writing to the waiver;

(b)      the waiver includes an election of a form of benefit that
         cannot be changed without the spouse's consent, or the
         spouse's consent specifically permits the Participant to make
         other elections of forms of benefit;

(c)      the spouse's consent acknowledges the effect of the waiver;
         and

(d)      the spouse's consent is witnessed by a notary public or the
         Administrator.

Spousal consent to the Participant's waiver of the normal form of benefit is not necessary if the Participant establishes to the satisfaction of a Plan representative that the Participant does not have a spouse, or that the Participant's spouse cannot be located. Spousal consent is also unnecessary if the Participant produces a court order to the effect that the Participant is legally separated from his or her spouse or has been abandoned by the spouse, within the meaning of the

law of the Participant's state of residence, unless a qualified domestic relations order requires otherwise. If the Participant's spouse is legally incompetent to give consent, the spouse's legal guardian may give the spouse's consent, even if the legal guardian is the Participant. A spouse's consent will be valid only as to that spouse, and an election deemed effective without the spouse's consent will be valid only as to the spouse designated as to that election.

8.4.3 Notwithstanding the foregoing, the first payment of the Participant's Account Balance may be made as early as seven days after the Participant makes an affirmative election to receive his or her Account Balance in a particular form of payment, even if that means the Participant has fewer than 30 days to decide on a form of payment, if the Annuity Starting Date is after the date of the Participant's affirmative election and, if the Participant is married on the Annuity Starting Date, the Participant's spouse consents to the form of payment in the manner required by Section 8.4.2.

8.4.4 If the Administrator believes that any spouse might, under the law of any jurisdiction, have any interest in any benefit that might become payable to a Participant, the Administrator may, as a condition precedent to the Participant's making any distribution or withdrawal election, require a written release or releases, or other documents that it believes are necessary, desirable, or appropriate to prevent or avoid any conflict or multiplicity of claims regarding payment of any Plan benefits.

8.5.1 If a Participant to whom this Article VIII applies dies

before payment of his or her Account Balance has begun, 50% of the Participant's Account Balance will be paid to his or her urviving Spouse in the form of a life annuity, and the remainder will be paid to his or her Surviving Spouse in the form of a lump sum within 90 days after the Administrator receives notice of the Participant's death. If the Participant has no Surviving Spouse, the Participant's Account Balance will be paid to his or her Beneficiary in the form of a lump sum within 90 days after the Administrator receives notice of the Participant's death.

8.5.2 The Participant may choose a form of benefit other than the life annuity for the 50% of his or her Account Balance that will be paid to the Surviving Spouse, so long as the Participant's election meets the requirements of Section 8.7 and his or her Spouse consents in the time and manner required by
Section 8.7. The Participant may also designate a Beneficiary other than his or her Surviving Spouse as the primary Beneficiary to receive some or all of his or her Account Balance, so long as the Surviving Spouse consents to the designation in the time and manner required by Section 8.7.

8.5.3 Unless the Partiipant has chosen a form of benefit for his or her Beneficiary or Surviving Spouse, the Beneficiary or Surviving Spouse may choose to have any amounts payable to him or her paid in any of the forms of benefit described under Section 8.2 other than the Joint and Survivor-Ten Year Certain Annuity. Payments to a Surviving Spouse must begin no later than the April 1 following the year in which the Participant would have reached age 70-1/2, and payments to a Beneficiary who is not the Surviving Spouse must begin no later than one year after the Participant's death. Amounts payable to a Beneficiary or Surviving Spouse must be

made within five years after the Participant' death, or over a period not exceeding the life or life expectancy of the Surviving Spouse. A Participant's Surviving Spouse who chooses to waive his or her right to receive 50% of the Participant's Account Balances in the form of a life annuity must waive the right in the time and manner described in Section 8.7.

8.5.4 Notwithstanding Section 8.5.3 above, if at the time the Participant dies his or her Account Balance does not exceed $5,000 the Account will be distributed in the form of a single sum payment. In addition, if more than one Beneficiary is concurrently entitled to receive annuity payments, or if the monthly annuity payment to any Beneficiary would be less than $50 (or another amount established from time to time by the Administrator), the Administrator may choose to pay the value of the annuity in a single sum, so long as the single sum would not exceed the dollar limit of the previous sentence.

If a Participant to whom this Article VIII applies fails to name a Beneficiary and dies before payment of his or her Account Balance begins, or if no designated Beneficiary survives the Participant, the Administrator will pay any amounts due after the Participant's death to the Participant's Surviving Spouse or, if there is no Surviving Spouse, to the Participant's surviving children in equal shares. If the Participant leaves behind no Surviving Spouse or surviving children, the Administrator will pay any amounts then due to the Participant's estate.

8.7.1 A Participant to whom this Article VIII applies may designate someone other than his or her Surviving Spouse as a primary Beneficiary to receive any portion of his or her Account Balance payable after his or her death, or the Participant or his or her Surviving Spouse may choose a form of benefit other than the life annuity for the 50% of the Account Balances that will automatically be paid to the Surviving Spouse as a life annuity only if the designation or election meets the requirements of this Section 8.7 outlined below.

8.7.2  The Administrator will provide each Participant with a written
       explanation of:

(a)    the 50% preretirement life annuity payable to the Participant's
       Surviving Spouse;

(b)    the Participant's right to waive that annuity and the effect of
       such a waiver;

(c)    the right of the Participant's spouse to the 50% preretirement
       life annuity and the effect of waiving that right; and

(d)    the Participant's right to revoke a previous waiver and the
       effect of such a revocation;

(e)    the right of the Participant to name someone other than his or
       her Surviving Spouse as a Beneficiary;

(f)    the right of the Participant's spouse to be named as the
       primary Beneficiary for all of the Participant's Account Balance
       and the effect of waiving that right; and

(g) the Participant's right to revoke a previous designation of someone other than the Surviving Spouse as a Beneficiary, and the effect of such a revocation.

The Administrator will provide the above explanation to the Participant during the period that begins on the first day of the Plan Year in which the Participant reaches age 32 and ends on the last day of the Plan Year in which the Participant reaches age 34. If a Participant first becomes a Participant after the start of that period, the Administrator will provide the explanation no later than the end of the second Plan Year after the Participant first becomes a Participant.

8.7.3 A designation of someone other than the Surviving Spouse as a primary Beneficiary, or the election of a form of benefit other than the 50% preretirement life annuity will be effective only if it is made in writing and consented to by the Participant's spouse, with the spouse's consent witnessed by a notary public or the Administrator. Moreover, the election must be made during the period that begins on the first day of the Plan Year in which the Participant reaches age 35 (or, if earlier, the date the Participant separates from service) and ends on the date of the Participant's death. Any subsequent change of Beneficiary to an individual who is not the Participant's Surviving Spouse must also be in writing and consented to by the Participant's spouse, with the spouse's consent witnessed by a notary public or the Administrator. Spousal consent is not necessary if the Participant establishes to the satisfaction of a Plan representative that the Participant does not have a spouse, or that the Participant's spouse cannot be located. Spousal consent is also unnecessary if the Participant produces a court order to the effect that the Participant is legally separated from his or her spouse or has been abandoned by the spouse, within the meaning of the law of the Participant's state of residence, unless a qualified domestic relations order requires otherwise. If the Participant's spouse is legally incompetent to give consent, the spouse's legal guardian may give the spouse's consent, even if the legal guardian is the Participant. A spouse's consent will be valid only as to that spouse, and an election deemed effective without the spouse's consent will be valid only as to the spouse designated as to that election. A Participant may revoke a prior waiver of the 50% preretirement life annuity or a prior designation of someone other than the Surviving Spouse as a primary Beneficiary without the consent of his or her spouse, and may revoke such a waiver or designation an unlimited number of times.

8.7.4 A Participant's former spouse will be treated as the spouse or Surviving Spouse only to the extent provided under a qualified domestic relations order as described in Code Section 414(p).

ARTICLE IX

9.1.1 The Company is the Plan sponsor and a "named fiduciary," as that term is defined in ERISA Section 402(a)(2), with respect to control over and management of the Plan's assets only to the extent that it (a) appoints the members of the Committee which administers the Plan at the Administrator's direction; (b) delegates its authorities and duties as "plan administrator"

(as defined under ERISA) to the Committee; and (c) continually monitors the performance of the Committee.

9.1.2 The Company as Administrator, and the Committee, which administers the Plan at the Administrator's direction, are "named Fiduciaries" of the Plan, as that term is defined in ERISA Section 402(a)(2), with authority to control and manage the operation and administration of the Plan. The Administrator is also the "administrator" and "plan administrator" of the Plan, as those terms are defined in ERISA Section 3(16)(A) and Code Section 414(g), respectively.

9.1.3 The Trustee is a "named fiduciary" of the Plan, as that term is defined in ERISA Section 402(a)(2), with authority to manage and control all Trust assets, except to the extent that authority is allocated under the Plan and Trust to the Administrator or is delegated to an Investment Manager, an insurance company, or the Plan Participants at the direction of the Administrator or the Committee.

9.1.4 The Company, Committee, Administrator and Trustee are the only named fiduciaries of the Plan.

A named fiduciary, and any fiduciary appointed by a named fiduciary, may employ one or more persons to render advice regarding any of the named fiduciary's or fiduciary's responsibilities under the Plan.

Any named fiduciary and any other fiduciary may serve in more than one fiduciary capacity with respect to the Plan.

All Plan expenses, including expenses of the Administrator, the Committee, the Trustee, any Investment Manager and any insurance company, will be paid by the Trust Fund, unless a Participating Employer elects to pay some or all of those expenses. All or a portion of the recordkeeping costs or charges imposed or incurred (if any) in maintaining the Plan will be charged on a per capita basis to the Account of each Participant. In addition, all charges imposed or incurred (if any) for an Investment Fund or a transfer between Investment Funds will be charged to the Account of the Participant directing that investment. In addition, all charges imposed or incurred for a Participant loan will be charged to the Account of the Participant requesting the loan.

To the extent not prohibited by state or federal law, each Participating Employer agrees to, and will indemnify and save harmless the Administrator, any past, present, additional or replacement member of the Committee, and any other Employee, officer or director of that Participating Employer, from all claims for liability, loss, damage (including payment of expenses to defend against any such claim) fees, fines, taxes, interest, penalties and expenses

which result from any exercise or failure to exercise any responsibilities with respect to the Plan, other than willful misconduct or willful failure to act.

                               Plan Administration
                               -------------------

10.1  Powers, Duties and Responsibilities of the Administrator and the Committee
      --------------------------------------------------------------------------

      10.1.1 The Administrator and the Committee have full discretion and power

to construe the Plan and to determine all questions of fact or interpretation that may arise under it. An interpretation of the Plan or determination of questions of fact regarding the Plan by the Administrator or Committee will be conclusively binding on all persons interested in the Plan.

10.1.2 The Administrator and the Committee have the power to promulgate such rules and procedures, to maintain or cause to be maintained such records and to issue such forms as they deem necessary or proper to administer the Plan.

10.1.3 Subject to the terms of the Plan, the Administrator and/or the Committee will determine the time and manner in which all elections authorized by the Plan must be made or revoked.

10.1.4 The Administrator and the Committee have all the rights, powers, duties and obligations granted or imposed upon them elsewhere in the Plan.

10.1.5 The Administrator and the Committee have the power to do all other acts in the judgment of the Administrator or Committee necessary or desirable for the proper and advantageous administration of the Plan.

10.1.6 The Administrator and the Committee will exercise all of their responsibilities in a uniform and nondiscriminatory manner.

10.2.1 The Administrator and the Committee have the power to make and deal with any investment of the Trust in any manner it deems advisable and which is consistent with the Plan. Notwithstanding the foregoing, the power to make and deal with Trust investments does not extend to any assets subject to the direction and control of Plan Participants as described in Section 10.3.2.

10.2.2 The Administrator and/or the Committee will establish and carry out a funding policy and method consistent with the objectives of the Plan and the requirements of ERISA.

10.2.3 The Administrator and the Committee have the power to direct that assets of the Trust be held in a trust or a master trust consisting of assets of plans maintained by a Participating Employer that are qualified under Code
Section 401(a).

10.3.1 The Administrator or, as delegated by the Administrator, the Committee, may establish such different Investment Funds as it from time to time determines to be necessary or advisable for the investment of Participants' Accounts, including Investment Funds pursuant to which Accounts can be invested in "qualifying employer securities," as defined in Part 4 of Title I of ERISA. Each Investment Fund will have the investment objective or objectives established by the Administrator or Committee. Except to the extent investment responsibility is expressly reserved in another person, the Administrator or the Committee, in its sole discretion, will determine what percentage of the Plan assets is to be invested in qualifying employer securities. The percentage designated by the Administrator can exceed ten percent of the Plan's assets, up to a maximum of all of the Plan's assets.

10.3.2 Except as provided in Section 10.3.3, the Administrator or, as delegated by the Administrator, the Committee, may in its sole discretion permit Participants to determine the portion of their Accounts that will be invested in each Investment Fund. The frequency with which a Participant may change his or her investment election concerning future Pre-Tax Contributions or his or her existing Account will be governed by uniform and nondiscriminatory rules established by the Administrator or the Committee. To the extent permitted under ERISA, effective June 1, 1997, the Plan is intended to comply with and be governed by Section 404(c) of ERISA.

10.3.3 Notwithstanding Section 10.3.2, Company Contributions must be invested in the Company Stock Fund and may not be invested in any other Investment Fund. Effective as of the Distribution Date, a Participant may transfer any amounts out of the FMC Technologies Stock Fund. Effective as of the Distribution Date, no Participant may make contributions to or transfers to the FMC Technologies Stock Fund. For periods prior to February 26, 2001, a Participant was permitted to transfer Basic Contributions out of the Company Stock Fund only if he or she was at least 50 years old, and no more frequently than once per year. For periods prior to October 1, 1999, a Participant was permitted to transfer Basic Contributions out of the Company Stock Fund only if he or she was at least 55 years old, and no more frequently than once per year; and was not permitted to transfer Supplemental Contributions or Rollover Contributions out of the Company Stock Fund.

A Participant's Accounts will be revalued at fair market value on each Valuation Date. On each Valuation Date, the earnings and losses of the Trust will be allocated to each Participant's Account in the ratio that his or her total Account Balance bears to all Account Balances. Notwithstanding the foregoing, if the Administrator or Committee establishes Investment Funds pursuant to Section 10.3, the earnings and losses of the particular Investment Funds will be allocated in the ratio that the portion of each Participant's Account Balance invested in a particular Investment Fund bears to the total amount invested in that fund. If and to the extent the rules of any Investment Fund require a different method of valuation, those rules will be followed.

The Administrator or the Committee may appoint one or more insurance companies as Funding Agents, and may purchase insurance contracts, annuity contracts or policies from one or more insurance companies with Plan assets. Neither the Administrator nor the Committee, nor any other Plan fiduciary will be liable for any act or omission of an insurance company with respect to any duties delegated to any insurance company.

Each person providing services to the Plan will be paid such reasonable compensation as is from time to time agreed upon between the Company and that service provider, and will have his, her or its expenses reimbursed. Notwithstanding the foregoing, no person who is an Employee will be paid any compensation for his or her services to the Plan.

The Administrator and the Committee may designate by written instrument one or more actuaries, accountants or consultants as fiduciaries to carry out, where appropriate, their administrative responsibilities, including their fiduciary duties. The Committee may from time to time allocate or delegate to any subcommittee, member of the Committee and others, not necessarily employees of the Company, any of its duties relative to compliance with ERISA, administration of the Plan and other related matters, including those involving the exercise of discretion. The Company's duties and responsibilities under the Plan will be carried out by its directors, officers and employees, acting on behalf of and in the name of the Company in their capacities as directors, officers and employees, and not as individual fiduciaries. No director, officer or employee of the Company will be a fiduciary with respect to the Plan unless he or she is specifically so designated and expressly accepts such designation.

The Committee will consist of at least three people, who need not be directors, and will be appointed by the Chief Executive Officer of the Company. Any Committee member may resign and the Chief Executive Officer may remove any Committee member, with or without cause, at any time. A majority of the members of the Committee will constitute a quorum for the transaction of business, and the act of a majority of the Committee members at a meeting at which a quorum is present will be an act of the Committee. The Committee can act by written consent signed by all of its members. Any member of the Committee who is an Employee cannot receive compensation for his or her services for the Committee. No Committee member will be entitled to act on or decide any matter relating solely to his or her status as a Participant.

ARTICLE XI

The Committee or its authorized delegate will appoint the Trustee and either may remove it. The Trustee accepts its appointment by executing the trust agreement. A Trustee will be subject to direction by the Committee or its authorized delegate or, to the extent specified by the

Company, by an Investment Manager or other Funding Agent, and will have the degree of discretion to manage and control Plan assets specified in the trust agreement. Neither the Administrator nor the Committee, nor any other Plan fiduciary will be liable for any act or omission to act of a Trustee, as to duties delegated to the Trustee. Any Trustee appointed under this Article XI will be an institution.

                          Plan Amendment or Termination
                          -----------------------------

12.1  Plan Amendment or Termination
      -----------------------------

      The Company may amend, modify or terminate this Plan at any time by

resolution of its Board or by resolution of or other action recorded in the minutes of the Administrator or the Committee. Execution and delivery by the Chairman of the Board, the President, any Vice President of the Company or the Committee of an amendment to the Plan is conclusive evidence of the amendment, modification or termination.

12.2  Limitations on Plan Amendment
      -----------------------------

      No Plan amendment can:

      (a) authorize any part of the Trust Fund to be used for, or diverted to,
          purposes other than the exclusive benefit of Participants or their
          Beneficiaries;

      (b) decrease the accrued benefits of any Participant or his or her
          Beneficiary under the Plan; or

      (c) except to the extent permitted by law, eliminate or reduce an early
          retirement benefit or retirement-type subsidy (as defined in Code
          Section 411) or an optional form of benefit with respect to service
          prior to the date the amendment is adopted or effective, whichever is
          later.

12.3  Right to Terminate Plan or Discontinue Contributions
      ----------------------------------------------------

      The Participating Employers intend and expect to continue this Plan in

effect and to make the contributions provided for in this Plan. However, the Company reserves the right to terminate the Plan at any time in the manner set forth in Section 12.1. In addition, each Participating Employer reserves the right to completely discontinue contributions to the Plan for its Employees at any time. Upon termination of the Plan, each affected Participant's Account Balance will be vested and nonforfeitable and the Trust will continue until the Trust Fund has been distributed.

If the Company is ever judicially declared bankrupt or insolvent, and no provisions to continue the Plan are made in the bankruptcy or insolvency proceeding, the Plan will, to the extent permissible under federal bankruptcy law, be completely terminated.

                            Miscellaneous Provisions
                            ------------------------

13.1  Subsequent Changes
      ------------------

      All benefits to which any Participant, Surviving Spouse or Beneficiary may

be entitled under this Plan will be determined under the Plan as in effect when the Participant ceases to be an Eligible Employee, and will not be affected by any subsequent change in the provisions of the Plan, unless either the Participant again becomes an Eligible Employee or the subsequent change expressly applies to the Participant.

13.2.1 Neither the merger or consolidation of a Participating Employer with any other person, nor the transfer of the assets of a Participating Employer to any other person, nor the merger of the Plan with any other plan will constitute a termination of the Plan.

13.2.2 The Plan may not merge or consolidate with, or transfer any assets or liabilities to, any other plan, unless each Participant would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he or she would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated).

13.3.1 A Participant's Account Balance may not be assigned or alienated either voluntarily or involuntarily.

13.3.2 Notwithstanding the foregoing, a Participant may pledge his or her Pre-Tax Account as security for a loan under Section 6.7. In addition, the Administrator or Committee will comply with the terms of any qualified domestic relations order, as defined in Code Section 414(p). Notwithstanding any other provision of the Plan, the Funding Agent has all powers that would otherwise be assigned to the Administrator, regarding the interpretation of and compliance with qualified domestic relations orders, including the power make and enforce rules regarding segregations of or holds on a Participant's Account to comply with a qualified domestic relations order, or when a domestic relations order is reasonably expected, or is under examination of its status.

13.3.3 In addition, effective August 5, 1997, the prohibition of Section 13.3.1 will not apply to any offset of a Participant's Account Balance against an amount the Participant is ordered or required to pay to the Plan under a judgment, order, decree or settlement agreement that meets the requirements of this Section 13.3.3. The requirement to pay must arise under a judgment of conviction for a crime involving the Plan, under a civil judgment (including a consent order or decree) entered by a court in an action brought in connection with a violation (or alleged violation) of part 4 of subtitle B of title I of ERISA, or pursuant to a settlement agreement between the Secretary of Labor and the Participant in connection with a violation (or

alleged violation) of that part 4. In addition, the judgment, order, decree or settlement agreement must expressly provide for the offset of all or part of the amount that must be paid to the Plan against the Participant's Account Balance.

Notwithstanding any other provision of the Plan, no part of the Trust Fund must ever be used for, or diverted to, any purpose other than the exclusive providing benefits to Participants and their Beneficiaries and defraying the reasonable expenses of the Plan, except that, upon the direction of the Administrator:

(a) any contribution made by a Participating Employer by a mistake of fact will be returned within one year after payment of the contribution;

(b) any contribution made by a Participating Employer that was conditioned upon its deductibility shall be returned to the extent disallowed as a deduction under Code Section 404 within one year after the deduction is disallowed; and

(c) any contribution that was initially conditioned on the Plan's satisfying the requirements of Code Section 401(a) will be returned to the Participating Employer who made it, if the Plan is initially determined not to satisfy the requirements of Code Section 401(a).

Any amount a Participating Employer seeks to recover under paragraph (a) or (b) will be reduced by the amount of any losses attributable to it, but will not be increased by the amount of any earnings attributable to it.

If any benefit is payable to a minor, an incompetent, or a person otherwise under a legal disability, or to a person the Administrator reasonably believes to be physically or mentally incapable of handling and disposing of his or her property, whether because of his or her advanced age, illness, or other physical or mental impairment, the Administrator has the power to apply all or any part of the benefit directly to the care, comfort, maintenance, support, education, or use of the person, or to pay all or any part of the benefit to the person's parent, guardian, committee, conservator, or other legal representative, wherever appointed, to the individual with whom the person is living or to any other individual or entity having the care and control of the person. The Plan, the Administrator and any other Plan fiduciary will have fully discharged their responsibilities to the Participant, Surviving Spouse or Beneficiary entitled to a payment by making payment under the preceding sentence.

The Plan is not a contract of Employment, and the terms of Employment of any Employee will not be affected in any way by the Plan or any related instruments, except as specifically provided in the Plan or related instruments.

Plan benefits will be paid or provided for solely from the Trust or applicable insurance or annuity contracts, and the Participating Employers assume no liability for Plan benefits.

Participants and Beneficiaries must furnish proof of age and marital status satisfactory to the Administrator or Committee when and if the Administrator or Committee reasonably requests it. The Administrator or Committee may delay the payment of any benefits under the Plan until all pertinent information regarding age and marital status has been presented to it, and then, if appropriate, make payment retroactively.

The Plan is intended to qualify under Code Section 401(a) and to comply with ERISA, and its terms will be interpreted accordingly. If any Plan provision is subject to more than one construction, the ambiguity will be resolved in favor of the interpretation or construction consistent with that intent. Similarly, if there is a conflict between any Plan provisions, or between any Plan provision and any Plan administrative form submitted to the Administrator, the Plan provisions necessary to retain qualified status under Code Section 401(a) will govern. Otherwise, to the extent not preempted by ERISA or as expressly provided herein, the laws of the State of Delaware, or, for periods prior to the effective date, Illinois, (other than its conflict of laws provisions) will control the interpretation and performance of the Plan.

The Administrator or Committee may direct that any amounts necessary to comply with applicable employment tax law be withheld from any payment due under this Plan.

13.11.1 Any application for benefits under the Plan and all inquiries concerning the Plan shall be submitted to the Company at such address as may be announced to Participants from time to time. Applications for benefits shall be in writing on the form prescribed by the Company and shall be signed by the Participant or, in the case of a benefit payable after the death of the Participant, by the Participant's Surviving Spouse or Beneficiary, as the case may be.

13.11.2 The Company shall give written notice of its decision on any application to the applicant within 90 days. If special circumstances require a longer period of time the Company shall so notify the applicant within 90 days, and give written notice of its decision to the applicant within 180 days after receiving the application. In the event any application for benefits is denied in whole or in part, the Company shall notify the applicant in writing of the right to a review of the denial. Such written notice shall set forth, in a manner calculated to be understood by the applicant, specific reasons for the denial, specific references to the Plan provisions on which the denial is based, a description of any information or material necessary to

perfect the application, an explanation of why such material is necessary and an explanation of the Plan's review procedure.

13.11.3 The Company shall appoint a "Review Panel," which shall consist of three or more individuals who may (but need not) be employees of the Company. The Review Panel shall be the named fiduciary that has the authority to act with respect to any appeal from a denial of benefits under the Plan, and shall hold meetings at least quarterly, as needed.

13.11.4 Any person (or his authorized representative) whose application for benefits is denied in whole or in part may appeal the denial by submitting to the Review Panel a request for a review of the application within 60 days after receiving written notice of the denial. The Company shall give the applicant or such representative an opportunity to review, by written request, pertinent materials (other than legally privileged documents) in preparing such request for review. The request for review shall be in writing and addressed as follows: "Review Panel of the Employee Welfare Benefits Plan Committee, 200 East Randolph Drive, Chicago, Illinois 60601." The request for review shall set forth all of the grounds on which it is based, all facts in support of the request and any other matters which the applicant deems pertinent. The Review Panel may require the applicant to submit such additional facts, documents or other material as it may deem necessary or appropriate in making its review.

13.11.5 The Review Panel shall act upon each request for review within 60 days after receipt thereof. If special circumstances require a longer period of time the Review Panel shall so notify the applicant within 60 days, and give written notice of its decision to the applicant within 120 days after receiving the request for review. The Review Panel shall give notice of its decision to the Company and to the applicant in writing. In the event the Review Panel confirms the denial of the application for benefits in whole or in part, such notice shall set forth in a manner calculated to be understood by the applicant, the specific reasons for such denial and specific references to the Plan provisions on which the decision is based.

13.11.6 The Review Panel shall establish such rules and procedures, consistent with ERISA and the Plan, as it may deem necessary or appropriate in carrying out its responsibilities under this Section 13.11.

13.11.7 No legal or equitable action for benefits under the Plan shall be brought unless and until the claimant (a) has submitted a written application for benefits in accordance with Section 13.10.1, (b) has been notified by the Company that the application is denied, (c) has filed a written request for a review of the application in accordance with Section 13.10.4 and (d) has been notified in writing that the Review Panel has affirmed the denial of the application; provided that legal action may be brought after the Review Panel has failed to take any action on the claim within the time prescribed in Section
13.11.5. A claimant may not bring an action for benefits in accordance with this
Section 13.11.7 later than 90 days after the Review Panel denies the claimant's application for benefits.

13.12.1 With the consent of the Board or an authorized delegate of the Board, any Affiliate, by appropriate action of its board of directors, a general partner or the sole proprietor,

as the case may be, may adopt the Plan. Each Affiliate will determine the classes of its Employees that will be Eligible Employees and the amount of its contribution to the Plan on behalf of its Eligible Employees.

13.12.2 With the consent of the Board or an authorized delegate of the Board, a Participating Employer, by appropriate action, may terminate its participation in the Plan.

13.12.3 With the consent of the Board or an authorized delegate of the Board, a Participating Employer, by appropriate action, may withdraw from the Plan and the Trust. A Participating Employer's withdrawal will be deemed to be an adoption by that Participating Employer of a plan and trust identical to the Plan and the Trust, except that all references to the Company will be deemed to refer to that Participating Employer. At such time and in such manner as the Administrator directs, the assets of the Trust allocable to Employees of the Participating Employer will be transferred to the trust deemed adopted by the Participating Employer.

13.12.4 A Participating Employer will have no power with respect to the Plan except as specifically provided herein.

Any action required to be taken by the Company pursuant to any Plan provisions will be evidenced in the manner set forth in Section 12.1. Any action required to be taken by a Participating Employer will be evidenced by a resolution of the Participating Employer's board of directors or an authorized delegate of that board. Participating Employer action may also be evidenced by a written instrument executed by any person or persons authorized to take the action by the Participating Employer's board of directors, any authorized delegate of that board, or the stockholders. A copy of any written instrument evidencing the action by the Company or Participating Employer must be delivered to the secretary or assistant secretary of the Company or Participating Employer.

Any dividends credited to a group annuity contract between the Participating Employer and the Funding Agent will be used to provide additional benefits under the Plan.

                              Top Heavy Provisions
                              --------------------

14.1  Top Heavy Definitions
      ---------------------

      For purposes of this Article XIV and any amendments to it, the terms

listed in this Section 14.1 have the meanings ascribed to them below.

14.1.1 Aggregate Employer Contributions means the sum of all Company Contributions and Forfeitures allocated under this Plan for a Matched Participant, and all

employer contributions and forfeitures allocated for the Matched Participant to all Related Defined Contributions in the Aggregation group.

14.1.2 Aggregation Group means the group of plans in a Mandatory Aggregation Group, if any, that includes the Plan, unless including additional Related Plans in the group would prevent the Plan for being a Top Heavy Plan, in which case Aggregation Group means the group of plans in a Permissive Aggregation Group, if any, that includes the Plan.

14.1.3 Determination Date means, for a Plan Year, the last day of the preceding Plan Year. If the Plan is part of an Aggregation Group, the Determination Date for each other plan will be, for any Plan Year, the Determination Date for that other plan that falls in the same calendar year as the Determination Date for the Plan.

14.1.4 Key Employee means an employee described in Code Section 416(i)(1) and the regulations promulgated thereunder. Generally, a Key Employee is an Employee or former Employee who, at any time during the Plan Year containing the Determination Date or any of the four preceding Plan Years, is:

(a) an officer of the Company or an Affiliate with annual Compensation greater than 50% of the amount in effect under Code Section 415(b) (1)(A);

(b) one of the ten Employees of the Company and all Affiliates owning (or considered to own within the meaning of Code Section 318) the largest interests in any of the Company and the Affiliates, but only if the Employee has annual Compensation greater than the limitation in effect under Code Section 415(c)(1)(A);

(c) a five percent owner of the Company or an Affiliate; or

(d) a one percent owner of the Company or an Affiliate with annual Compensation from the Company and all Affiliates of more than $150,000.

For purposes of determining who is a Key Employee, the Plan's definition of Compensation will be applied by taking into account amounts paid by Affiliates who are not Participating Employers, as well as amounts paid by Participating Employers, and without applying the exclusions for amounts paid by a Participating Employer to cover an Employee's nonqualified deferred compensation FICA tax obligations and for gross-up payments on such FICA tax payments.

14.1.5 Mandatory Aggregation Group means each plan (considering the Plan and Related Plans) that, during the Plan Year that contains the Determination Date or any of the four preceding Plan Years:

(a) had a participant who was a Key Employee; or

(b) was required to be considered with a plan in which a Key Employee participated in order to enable the plan in which the Key Employee participated to meet the requirements of Code Section 401(a)(4) or 410(b).

      14.1.6  Non-key Employee means an Employee or former Employee who is not a
Key Employee.

      14.1.7  Permissive Aggregation Group means the group of plans consisting

of the plans in a Mandatory Aggregation Group with the Plan, plus any other Related Plan or Plans that, when considered as a part of the Aggregation Group, does not cause the Aggregation Group to fail to satisfy the requirements of Code
Section 401(a)(4) or 410(b).

14.1.8 Present Value of Accrued Benefits means, for any Plan Year, an amount equal to the sum of (a), (b) and (c) for each person who, in the Plan Year containing the Determination Date, was a Key Employee or a Non-key Employee.

(a) The value of a person's full Account Balance under the Plan, plus his or her total account balances under each Related Defined Contribution Plan in the Aggregation Group, determined as of the valuation date coincident with or immediately preceding the Determination Date, adjust for contributions due as of the Determination Date, as follows:

(i) in the case of a plan not subject to the minimum funding requirements of Code Section 412, by including the amount of any contributions actually made after the valuation but on or before the Determination Date and, in the first plan year of a plan, by including contributions made after the Determination Date that are allocated as of a date in the first plan year; and

(ii) in the case of a plan that is subject to the minimum funding requirements of Code Section 412, by including the amount of any contributions that would be allocated as of a date no later than the Determination Date, plus adjustments to those amounts required under applicable rulings, even though those amounts are not yet required to be contributed or allocated (e.g., because they have been waived) and by including the amount of any contributions actually made (or due to be made) after the valuation date but before the expiration of the extended payment period in Code Section 412(c)(10).

(b) The sum of the actuarial present value of a person's accrued benefits under each Related Defined Benefit Plan in the Aggregation Group, determined for any person who is employed by a Participating Employer on a Determination Date, expressed as a benefit commencing at normal retirement date (or, if later, the person's attained age). The present value of an accrued benefit under a Related Defined Benefit Plan is determined as of the most recent valuation date that is within the 12-month period ending on the Determination Date.

(c) The aggregate value of amounts distributed during the plan year that includes the Determination Date or any of the four preceding plan years, including amounts distributed under a terminated plan that, if it had not been terminated, would have been in the Aggregation Group.

14.1.9 Related Plan means any other defined contribution plan (a "Related Defined Contribution Plan") or defined benefit plan (a "Related Defined Benefit Plan") (both as defined in Code Section 415(k), maintained by the Company or an Affiliate.

14.1.10 A Super Top Heavy Aggregation Group exists in any Plan Year for which, as of the Determination Date, the sum of the Present Value of Accrued Benefits for Key Employees under all plans in the Aggregation Group exceeds 90% of the sum of the Present Value of Accrued Benefits for all employees under all plans in the Aggregation Group. In determining the sum of the Present Value of Accrued Benefits for all employees, the Present Value of Accrued Benefits for any Non-key Employee who was a Key Employee for any Plan Year preceding the Plan Year that contains the Determination Date will be excluded.

14.1.11 Super Top Heavy Plan means the Plan when it is described in the second sentence of Section 14.2.

14.1.12 A Top Heavy Aggregation Group exists in any Plan Year for which, as of the Determination Date, the sum of the Present Value of Accrued Benefits for Key Employees under all plans in the Aggregation Group exceeds 60% of the sum of the Present Value of Accrued Benefits for all employees under all plans in the Aggregation Group. In determining the sum of the Present Value of Accrued Benefits for all employees, the Present Value of Accrued Benefits for any Non-key Employee who was a Key Employee for any Plan Year preceding the Plan Year that contains the Determination Date will be excluded.

14.1.13 Top Heavy Plan means the Plan when it is described in the first sentence of Section 14.2.

This Plan is a Top Heavy Plan in any Plan Year in which it is a member of a Top Heavy Aggregation Group, including a Top Heavy Aggregation Group that includes only the Plan. The Plan is a Super Top Heavy Plan in any Plan Year in which it is a member of a Super Top Heavy Aggregation Group, including a Super Top Heavy Aggregation Group that includes only the Plan.

14.3.1 For any Plan Year that the Plan is a Top Heavy Plan, the sum of the Company Contributions and Forfeitures allocated to the Accounts of each Matched Participant who is a Non-key Employee will be at least three percent of the Matched Participant's Compensation. However, if the sum of the Company contributions and Forfeitures allocated to the Accounts of each Matched Participant who is a Key Employee for the Plan Year is less than three percent of his or her Compensation and this Plan is not required to be included in an Aggregation Group to enable a defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410(b), the sum of the Company Contributions and Forfeitures allocated to the Accounts of each Matched Participant who is a Non-key Employee for the Plan Year will be equal to the largest percentage of Compensation allocated to the Accounts of any Matched Participant who is a Key Employee. Notwithstanding the foregoing, no minimum allocation will be required for any Non-key

Employee who participates in another defined contribution plan subject to Code
Section 412 and included with this Plan in a Mandatory Aggregation Group.

14.3.2 For any Plan Year when the Plan is a Top Heavy Plan but not a Super Top Heavy Plan and a Key Employee is a participant in both this Plan and a defined benefit plan included in a Mandatory Aggregation Group that is top heavy, the extra minimum allocation will be provided only in this Plan, and by substituting four percent for three percent, where the latter percentage appears in Section 14.3.1.

14.3.3 For any Plan Year that the Plan is a Top Heavy Plan, the minimum allocations set forth in this Section 14.3 will be allocated to the Accounts of all Non-key Employees who are Matched Participants and who are employed by the Company on the last day of the Plan Year, regardless of their service during the Plan Year, and whether or not they have made contributions of their own to the Plan.

14.3.4 In lieu of the above, if a Non-key Employee participates in this Plan and a Related Defined Benefit Plan included with this Plan in a Mandatory Aggregation Group that is a Top Heavy Aggregation Group, a minimum allocation of five percent of Compensation will be provided under this Plan. However, for any Plan Year when the Plan is a Top Heavy Plan but not a Super Top Heavy Plan and a Key Employee is a participant in both this Plan and a Related Defined Benefit Plan included with this Plan in a Mandatory Aggregation Group, seven and one-half percent will be substituted for five percent where the latter percentage appears in this Section 14.3.4, and the extra minimum allocation will be provided only in this Plan.

To record the amendment and restatement of the Plan to read as set forth herein, the Company has caused its authorized member of the Committee to execute the same this 28/th/ day of September, 2001, to be effective as of September 28, 2001, except as otherwise expressly provided herein.

FMC Corporation

By /s/ Michael W. Murray
   ----------------------------------------
   Member, Employee Welfare Benefits
   Plan Committee

Name of Bargaining Unit                                       Current Status under Plan
-----------------------                                       -------------------------
Alkali Chemical Division, Green River, Wyoming,               Covered under this Plan,
United Steel Workers, Local 33-13214                          effective August 1, 1988.

Phosphorus Chemicals Division, Newark,
California, International Chemical Workers                    Covered under this Plan,
Union, Local 62                                               effective August 1, 1988.

Phosphorus Chemicals Division, Nitro, West                    Covered under this Plan,
Virginia, United Steel Workers, Local 23-12757                effective September 1, 1988;
                                                              Asset sale of PAD July 31, 1999;
                                                              account balances maintained under
                                                              Plan, same as account balances of
                                                              any terminated employees.

Peroxygen Chemicals Division Steam Plant,
South Charleston, West Virginia, United Steel                 Covered under this Plan,
Workers, Local 23-12625                                       effective July 1, 1989.

Pharmaceutical Division, Newark, Delaware,                    Covered under this Plan,
United Steel Workers, Local 7-13028                           effective August 1, 1989.

Agricultural Chemical Group, Baltimore,                       Covered under this Plan,
Maryland, United Steel Workers, Local 8-12517                 effective January 1, 1990.

Peroxygen Chemicals Division, Buffalo, New                    Transferred to this Plan from the
York, International Chemical Workers Union,                   FMC Corporation Savings and
Local 706C                                                    Investment Plan for Bargaining
                                                              Unit Employees effective July 1,
                                                              1997.

Phosphorus Chemicals Division, Pocatello, Idaho,              Transferred to this Plan from the
International Association of Machinists and                   FMC Corporation Savings and
Aerospace Workers, AFL-CIO, Gate City                         Investment Plan for Bargaining
Mechanics, Local 1933                                         Unit Employees effective July 1,
                                                              1998.

Kemmerer Coke Plant, Kemmerer, Wyoming,
District No. 22, United Mine Workers of America,              Transferred to this Plan,

in behalf of Local Union No. 1316, UMWA                       August 1, 1998.

Agricultural Chemicals Division, Lawrence,                    Transferred to this Plan from the
Kansas, International Chemical Workers                        FMC Corporation Savings and
Union, Local 605                                              Investment Plan for Bargaining
                                                              Unit Employees effective
                                                              September 15, 1998.

Phosphorus Chemicals Division, Carteret,                      Transferred to this Plan from the
New Jersey, International Chemical Workers                    FMC Corporation Savings and
Union, Local 144                                              Investment Plan for Bargaining
                                                              Unit Employees effective
                                                              October 15, 1998.

Agricultural Chemicals Division, Middleport,                  Transferred to this Plan from the
New York, International Association of Machinists,            FMC Corporation Savings and
Local 1180                                                    Investment Plan for Bargaining
                                                              Unit Employees effective
                                                              January 1, 1999.

                                         Effective Date of Eligibility
Name of Bargaining Unit                  for Company Contributions
-----------------------                  -------------------------

Agricultural Chemicals Division,
Middleport, New York, International
Association of Machinists, Local
1180                                     January 1, 1999

Peroxygen Chemicals Division,
Buffalo, New York, International
Chemical Workers Union, Local
706C                                     July 1, 1997

Agricultural Chemical Group
Baltimore, Maryland United
Steel Workers, Local 8-12517             January 1, 1990

Peroxygen Chemicals Division
Steam Plant, South Charleston
West Virginia, United Steel Workers,
Local 23-12625                           July 1, 1989

APPENDIX C

The following Participants (listed by social security number) who work at the following locations had deferral and/or contribution elections of less than 2% under the Prior Plan, and have been grandfathered in those elections under the Plan through December 31, 2001:

30405 Green River, Wyoming

000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000
000-00-0000

Exhibit 10.5(a)

TRUST AGREEMENT

Between

FMC CORPORATION

And

FIDELITY MANAGEMENT TRUST COMPANY

FMC CORPORATION SAVINGS AND INVESTMENT PLAN TRUST

As Amended and Restated as of September 28, 2001

Section                                                                   Page
-------                                                                   ----
1  Definitions.                                                             1
       (a)  Administrator
       (b)  Agreement
       (c)  Available Liquidity
       (d)  Business Day
       (e)  Code
       (f)  Closing Price
       (g)  Confidential Information
       (h)  ERISA
       (i)  Existing Investment Contracts
       (j)  Fidelity
       (k)  Fidelity Mutual Fund
       (l)  FIFO
       (m)  FIIOC
       (n)  FMC Stock
       (o)  FMC Stock Fund
       (p)  FMC Technologies Stock
       (q)  FMC Technologies Stock Fund
       (r)  FPRS
       (s)  Fund Vendor
       (t)  Mil Rate
       (u)  Mutual Fund
       (v)  Named Fiduciary
       (w)  NFSLLC
       (x)  NAV
       (y)  Non-Fidelity Mutual Fund
       (z)  NYSE
       (aa) Participant
       (bb) Participant Recordkeeping Reconciliation Period
       (cc) PIN
       (dd) Plan
       (ee) PAM
       (ff) Reporting Date
       (gg) Specified Hierarchy
       (hh) Spin-Off Date
       (ii) Sponsor
       (jj) Trust
       (kk) Trustee
       (ll) VRS
2  Trust.                                                                   4
3  Exclusive Benefit and Reversion of Sponsor Contributions.                5

Section                                                                   Page
-------                                                                   ----
4  Disbursements.                                                           5
      (a)  Administrator-Directed Disbursements
      (b)  Participant Withdrawal Requests
      (c)  Limitations
5  Investment of Trust.                                                     6
      (a)  Selection of Investment Options
      (b)  Available Investment Options
      (c)  Participant Direction
      (d)  Mutual Funds
      (e)  Stock
      (f)  Participant Loans
      (g)  Stable Value Investments
      (h)  Participation in U.S. Equity Index Commingled Pool
      (i)  Trustee Powers
6  Recordkeeping and Administrative Services to Be Performed.              23
      (a)  General
      (b)  Accounts
      (c)  Inspection and Audit
      (d)  Notice of Plan Amendment
      (e)  Returns, Reports and Information
7  Compensation and Expenses.                                              24
8  Directions and Indemnification.                                         24
      (a)  Identity of Administrator and Named Fiduciary
      (b)  Directions from Administrator
      (c)  Directions from Named Fiduciary
      (d)  Co-Fiduciary Liability
      (e)  Indemnification
      (f)  Survival
9  Resignation or Removal of Trustee.                                      26
      (a)  Resignation
      (b)  Removal
10 Successor Trustee.                                                      26
      (a)  Appointment
      (b)  Acceptance
      (c)  Corporate Action
11 Termination.                                                            27
12 Resignation, Removal, and Termination Notices.                          27
13 Duration.                                                               27
14 Amendment or Modification.                                              27
15 Electronic Services.                                                    27
16 Assignment.                                                             29

Section                                                                                              Page
-------                                                                                              ----
17  Force Majeure.                                                                                    29
18  Confidentiality.                                                                                  29
19  General.                                                                                          29
      (a)   Performance by Trustee, its Agents or Affiliates
      (b)   Entire Agreement
      (c)   Waiver
      (d)   Successors and Assigns
      (e)   Partial Invalidity
      (f)   Insurance
      (g)   Section Headings
20  Governing Law.                                                                                    30
      (a)   ERISA Controls
      (b)   Trust Agreement Controls
21  Plan Qualification.                                                                               31

Schedules
---------
      A.    Recordkeeping and Administrative Services                                                 32
      B.    Fees                                                                                      36
      C.    Investment Options                                                                        38
      D.    Authorized Signers (Administrator)                                                        39
      E.    Authorized Signers (Named Fiduciary)                                                      40
      F.    Statement of Qualified Status                                                             41
      G.    Existing Investment Contracts                                                             42
      H.    Exchange Guidelines                                                                       43
      I.    Operational Guidelines for Non-Fidelity Mutual Funds                                      46
      J.    Specified Hierarchy - Available Liquidity Procedures for FMC Technologies Stock Fund      48
      K.    Specified Hierarchy - Available Liquidity Procedures for FMC Stock Fund                   49
      L.    Investment Guidelines for the MIP II Blend Fund                                           50

Appendix
--------

      A.    Investment Contract Discloures                                                            54

TRUST AGREEMENT, amended and restated as of the twenty-eighth day of September, 2001, between FMC CORPORATION, a Delaware corporation, having an office at 200 East Randolph Drive, Chicago, Illinois 60601 (the "Sponsor"), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the "Trustee").

WITNESSETH:

WHEREAS, the Sponsor is the sponsor of the FMC Corporation Savings and Investment Plan (the "Plan") and the FMC Corporation Savings and Investment Plan for Bargaining Unit Employees ("Bargaining Unit Plan"); and

WHEREAS, the Sponsor has merged the Bargaining Unit Plan with and into the Plan effective as of September 28, 2001; and

WHEREAS, the Sponsor wishes to restate the master trust agreement originally entered into by the parties dated June 1, 1997, as a single trust to hold and invest assets of the Plan for the exclusive benefit of Participants in the Plan and their beneficiaries; and

WHEREAS, the Trustee is willing to hold and invest the aforesaid Plan assets in trust among several investment options selected by the Named Fiduciary; and

WHEREAS, the Sponsor also wishes to have the Trustee perform certain ministerial recordkeeping and administrative functions under the Plan; and

WHEREAS, the Trustee is willing to perform recordkeeping and administrative services for the Plan if the services are ministerial in nature and are provided within a framework of plan provisions, guidelines and interpretations conveyed in writing to the Trustee by the Administrator.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the Sponsor and the Trustee agree as follows:

the Plan, all investments made therewith and proceeds thereof, and all earnings and profits thereon, less the payments that are made by the Trustee as provided herein, without distinction between principal and income. The Trustee hereby accepts the Trust on the terms and conditions set forth in this Agreement. In accepting this Trust, the Trustee shall be accountable for the assets received by it, subject to the terms and conditions of this Agreement. The Trustee shall maintain participant level accounts for all Plan Participants and shall account for each type of money classification as specified on Schedule "A", including, without limitation, contributions, earnings and losses within each such classification.

The Trustee shall be considered a fiduciary with investment discretion only with respect to Plan assets (including the proceeds from any Existing Investment Contracts) that are invested in Existing Investment Contracts as set forth on Schedule "G" and collective investment funds maintained by the Trustee for qualified plans.

The investment options initially selected by the Named Fiduciary are identified on Schedule "C" attached hereto. Upon transfer to the Trust, Plan assets will be invested in the investment option(s) as directed by the Sponsor. The Named Fiduciary may add additional investment options with the consent of the Trustee to reflect administrative considerations and upon mutual amendment of this Agreement.

shall be done in accordance with the operational guidelines attached hereto as Schedule "I". Trust investments in Mutual Funds shall be subject to the following limitations:

During a Participant Recordkeeping Reconciliation Period, the Named Fiduciary shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the shares of the Mutual Funds in the Trust, including Mutual Fund shares held in any short-term investment fund for liquidity reserve. Following a Participant Recordkeeping Reconciliation Period, the Named Fiduciary shall continue to have the right to direct the Trustee as to the manner in which the Trustee is to vote any Mutual Funds shares held in a short-term investment fund for liquidity reserve.

The Trustee shall not vote any Mutual Fund shares for which it has received no directions from the Participant or the Named Fiduciary.

With respect to all rights other than the right to vote, the Trustee shall follow the directions of the Participant and if no such directions are received, the directions of the Named Fiduciary. The Trustee shall have no further duty to solicit directions from Participants or the Named Fiduciary.

also include cash or short-term liquid investments, in accordance with this paragraph, in amounts designed to satisfy daily participant exchange or withdrawal requests. Such holdings will include Colchester Street Trust: Money Market Portfolio: Class I, or such other Mutual Fund or commingled money market pool as agreed to in writing by the Sponsor and Trustee. The Named Fiduciary shall, after consultation with the Trustee, establish and communicate to the Trustee in writing a target percentage and drift allowance for such short-term liquid investments. Subject to its ability to execute open-market trades in FMC Technologies Stock or to otherwise trade with the Sponsor, the Trustee shall be responsible for ensuring that the short-term investments held in the FMC Technologies Stock Fund falls within the agreed-upon range over time. Each Participant's proportional interest in the FMC Technologies Stock Fund shall be measured in units of participation, rather than shares of FMC Technologies Stock. Such units shall represent a proportionate interest in all of the assets of the FMC Technologies Stock Fund, which includes shares of FMC Technologies Stock, short-term investments and at times, receivables and payables (such as receivables and payables arising out of unsettled stock trades). The Trustee shall determine a daily NAV for each unit outstanding of the FMC Technologies Stock Fund. Valuation of the FMC Technologies Stock Fund shall be based upon:
(A) the Closing Price or, if not available, (B) the price determined in good faith by the Trustee taking into account the latest available price of FMC Technologies Stock, as reported on the NYSE or such other principal national securities exchange on which FMC Technologies Stock is traded. The NAV shall be adjusted for gains or losses realized on sales of FMC Technologies Stock, appreciation or depreciation in the value of those shares owned, dividends paid on FMC Technologies Stock to the extent not used to purchase additional units of the FMC Technologies Stock Fund for affected Participants, and interest on the short-term investments held by the FMC Technologies Stock Fund, payables and receivables for pending stock trades, receivables for dividends not yet distributed, and payables for other expenses of the FMC Technologies Stock Fund, including principal obligations, if any, and expenses that, pursuant to Sponsor direction, the Trustee accrues or pays from the FMC Technologies Stock Fund.

(A) The Named Fiduciary shall continually monitor the suitability of acquiring and holding FMC Technologies Stock under the fiduciary duty rules of section 404(a) of ERISA (as modified by section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss or expense which arises from the directions of the Named Fiduciary with respect to the acquisition and holding of FMC Technologies Stock, unless it is clear on their face that the actions to be taken under those directions would be prohibited by the foregoing fiduciary duty rules or would be contrary to the terms of this Agreement.

(B) Each Participant with an interest in FMC Technologies Stock (or, in the event of the Participant's death, his beneficiary) is, for purposes of this Section 5(e)(iii), hereby designated as a "named fiduciary" (within the meaning of section 403(a)(1) of ERISA), with respect to the shares allocated to his or her account that were not purchased at his or her direction, and shall have the right to direct the Trustee as to the manner in which the Trustee is to vote or tender such shares, including the right to direct the Trustee's conduct, in accordance with disclosed rules, by his or her failure to respond within the required time frame.

(1) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

(2) If the Trustee is prohibited by the Securities and Exchange Commission, the NYSE or principal exchange on which the FMC Technologies Stock is traded, or any other regulatory body from purchasing or selling any or all of the shares required to be purchased or sold on such day, then the Trustee shall purchase or sell such shares as soon thereafter as administratively feasible.

(1) As consideration for such brokerage services, the Named Fiduciary agrees that NFSLLC shall be entitled to remuneration under this direction provision in an amount of no more than three and one-fifth cents ($.032) commission on each share of FMC Technologies Stock. Any change in such remuneration may be made only by a signed agreement between the Named Fiduciary and Trustee.

(2) The Trustee will provide the Named Fiduciary with periodic reports which summarize all securities transaction-related charges incurred with respect to trades of FMC Technologies Stock for such Plan.

(3) Any successor organization of NFSLLC, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this direction provision.

(4) The Trustee and NFSLLC shall continue to rely on this direction provision until notified to the contrary. The Named Fiduciary reserves the right to terminate this direction upon written notice to NFSLLC (or its successor) and the Trustee, in accordance with Section 12 of this Agreement.

(A) Subject to subparagraphs (B) and (C) below, sales of units in the FMC Technologies Stock Fund (other than for exchanges) shall be made on the date on which the Trustee receives from the Administrator in good order all information, documentation, and wire transfers of funds (if applicable), necessary to accurately effect such transactions. Exchanges of units in the FMC

Technologies Stock Fund shall be made in accordance with the Exchange Guidelines attached hereto as Schedule "H".

(B) Aggregate sales of units in the FMC Technologies Stock Fund on any day shall be limited to the FMC Technologies Stock Fund's Available Liquidity for that day. In the event that the requested sales exceed the Available Liquidity, then transactions shall be processed giving precedence to distributions, loans and withdrawals, and otherwise on a FIFO basis, as provided in Schedule "J" Specified Hierarchy for the FMC Technologies Stock Fund. So long as the FMC Technologies Stock Fund is open for such transactions, sales of units that are requested but not processed on a given day due to insufficient Available Liquidity shall be suspended until Available Liquidity is sufficient to honor such transactions in accordance with the Specified Hierarchy.

(C) The Trustee shall close the FMC Technologies Stock Fund to sales of units on any date on which trading in FMC Technologies Stock has been suspended or substantial sale orders are outstanding and cannot be executed.

(1) The Trustee shall furnish to the transfer agent of the issuer of FMC Technologies Stock the names, addresses and social security numbers of the Participants holding shares in the FMC Technologies Stock Fund, and the percentages of shares owned by each Participant as of the record date through reports and/or data tape. The issuer of FMC Technologies Stock shall be responsible for distributing proxy materials and voting instruction forms to Participants holding an interest

in the FMC Technologies Stock Fund. In the event that the issuer of FMC Technologies Stock does not distribute said proxy materials and voting instruction forms to Participants holding an interest in FMC Technologies Stock,
(i) the Sponsor shall utilize its best efforts to timely distribute or cause to be distributed for Participants said information; and (ii) the Sponsor shall, upon request, provide the Trustee with a copy of any material provided to Participants and certify to the Trustee that the materials have been mailed or otherwise sent to Participants

(2) Each Participant with an interest in the FMC Technologies Stock Fund shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of FMC Technologies Stock reflecting such Participant's proportional interest in the FMC Technologies Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the voting of FMC Technologies Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of FMC Technologies Stock reflecting the Participant's proportional interest in the FMC Technologies Stock Fund as directed by the Participant.

(3) Except as otherwise required by law, the Trustee shall vote all undirected shares of FMC Technologies Stock, both allocated and unallocated, in the same manner and in the same proportion as the total number of shares of FMC Technologies Stock credited to Participants' accounts for which it has received direction from Participants.

(1) Each Participant with an interest in the FMC Technologies Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of FMC Technologies Stock reflecting such Participant's proportional interest in the FMC Technologies Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of FMC Technologies Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of FMC Technologies Stock as directed by the Participant. Except as otherwise required by

law, the Trustee shall not tender shares of FMC Technologies Stock reflecting a Participant's proportional interest in the FMC Technologies Stock Fund for which it has received no direction from the Participant.

(2) Except as otherwise required by law, the Trustee shall tender that number of shares of FMC Technologies Stock not credited to Participants' accounts in the same proportion as the total number of shares of FMC Technologies Stock credited to Participants' accounts for which it has received instructions from Participants.

(3) A Participant who has directed the Trustee to tender some or all of the shares of FMC Technologies Stock reflecting the Participant's proportional interest in the FMC Technologies Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of the tendered shares reflecting the Participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of FMC Technologies Stock not credited to Participants' accounts have been tendered, the Trustee shall redetermine the number of shares of FMC Technologies Stock that would be tendered under Section 5(e)(vii)(B)(2) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of FMC Technologies Stock not credited to Participants' accounts necessary to reduce the amount of tendered FMC Technologies Stock not credited to Participants' accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.

(4) A direction by a Participant to the Trustee to tender shares of FMC Technologies Stock reflecting the Participant's proportional interest in the FMC Technologies Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of FMC Technologies Stock tendered from that interest. Pending receipt of directions (through the Administrator) from the Participant or the Named Fiduciary, as provided in the Plan, as to which of the remaining investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the investment option described in Schedule "C".

securities received as a result of a conversion of FMC Technologies Stock.

(A) The Named Fiduciary shall continually monitor the suitability of acquiring and holding FMC Stock under the fiduciary duty rules of section 404(a) of ERISA (as modified by section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss or expense which arises from the directions of the Named Fiduciary with respect to the acquisition and holding of FMC Stock, unless it is clear on their face that the actions to be taken under those directions would be prohibited by the foregoing fiduciary duty rules or would be contrary to the terms of this Agreement.

(B) Each Participant with an interest in FMC Stock (or, in the event of the Participant's death, his beneficiary) is, for purposes of this
Section 5(e)(xiii), hereby designated as a "named fiduciary" (within the meaning of section 403(a)(1) of ERISA), with respect to the shares allocated to his or her account that were not purchased at his or her direction, and shall have the right to direct the Trustee as to the manner in which the Trustee is to vote or tender such shares, including the right to direct the Trustee's conduct, in accordance with disclosed rules, by his or her failure to respond within the required time frame.

(1) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

(2) If the Trustee is prohibited by the Securities and Exchange Commission, the NYSE or principal exchange on which FMC Stock is traded, or any other regulatory

body from purchasing or selling any or all of the shares required to be purchased or sold on such day, then the Trustee shall purchase or sell such shares as soon thereafter as administratively feasible.

(1) As consideration for such brokerage services, the Named Fiduciary agrees that NFSLLC shall be entitled to remuneration under this direction provision in an amount of no more than three and one-fifth cents ($.032) commission on each share of FMC Stock. Any change in such remuneration may be made only by a signed agreement between the Named Fiduciary and Trustee.

(2) The Trustee will provide the Named Fiduciary with periodic reports which summarize all securities transaction-related charges incurred with respect to trades of FMC Stock for such Plan.

(3) Any successor organization of NFSLLC, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this direction provision.

(4) The Trustee and NFSLLC shall continue to rely on this direction provision until notified to the contrary. The Named Fiduciary reserves the right to terminate this direction upon written notice to NFSLLC (or its successor) and the Trustee, in accordance with Section 12 of this Agreement.

(A) Subject to subparagraphs (B) and (C) below, purchases and sales of units in the FMC Stock Fund (other than for exchanges) shall be made on the date on which the Trustee receives from the Administrator in good order all information, documentation, and wire transfers of funds (if applicable), necessary to accurately effect such transactions. Exchanges of units in the FMC Stock Fund shall be made in accordance with the Exchange Guidelines attached hereto as Schedule"H".

(B) Aggregate sales of units in the FMC Stock Fund on any day shall be limited to the FMC Stock Fund's Available Liquidity for that day. In the event that the requested sales exceed the Available Liquidity, then transactions shall be processed giving precedence to distributions, loans and withdrawals, and otherwise on a FIFO basis, as provided in Schedule "K" the Specified Hierarchy for the FMC Stock Fund. So long as the FMC Stock Fund is open for such transactions, sales of units that are requested but not processed on a given day due to insufficient Available Liquidity shall be suspended until Available Liquidity is sufficient to honor such transactions in accordance with the Specified Hierarchy.

(C) The Trustee shall close the FMC Stock Fund to sales or purchases of units, as applicable, on any date on which trading in the FMC Stock has been suspended or substantial purchase or sale orders are outstanding and cannot be executed.

(1) When the issuer of FMC Stock prepares for any annual or special meeting, the Sponsor shall notify the Trustee at least thirty (30) days in advance of the intended record date and the Trustee shall furnish to the Sponsor's transfer agent the names, addresses and social security numbers of the Participants holding shares in the FMC Stock Fund, and the percentages of shares owned by each Participant as of the record date through reports and/or data tape. The Sponsor shall cause its transfer agent to distribute proxy materials and voting instruction forms to participants holding an interest in the FMC Stock Fund. The Sponsor shall, upon request, provide the Trustee with a copy of any materials provided to the participants and certify to the Trustee that the materials have been mailed or otherwise sent to participants.

(2) Each Participant with an interest in the FMC Stock Fund shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of FMC Stock reflecting such Participant's proportional interest in the FMC Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the voting of FMC Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Sponsor through the Sponsor's transfer agent. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of FMC Stock reflecting the Participant's proportional interest in the Stock Fund as directed by the Participant.

(3) Except as otherwise required by law, for all undirected shares of FMC Stock, both allocated and unallocated, the Trustee shall vote that number of shares of FMC Stock not credited to Participants' accounts in the same proportion as the total number of shares of FMC Stock credited to Participants accounts for which it has received instructions from Participants.

(1) Upon commencement of a tender offer for any securities held in the Trust that are FMC Stock, the Sponsor shall notify each Participant of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the participant the same information that is distributed to shareholders of the FMC Stock in connection with the tender offer. The Sponsor shall, upon request, provide the Trustee with a copy of any material provided to the participants and certify to the Trustee that the materials have been mailed or otherwise sent to participants.

(2) Each Participant with an interest in the FMC Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of FMC Stock reflecting such Participant's proportional interest in the FMC Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of FMC Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Sponsor.) These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of FMC Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of FMC Stock reflecting a Participant's proportional interest in the FMC Stock Fund for which it has received no direction from the Participant.

(3) Except as otherwise required by law, with respect to all shares of FMC Stock not credited to Participants' accounts (unallocated), the Trustee shall tender such shares in the same proportion as the total number of shares of FMC Stock credited to Participants' accounts that have been tendered by Participants or shareholders.

(4) A Participant who has directed the Trustee to tender some or all of the shares of FMC Stock reflecting the Participant's proportional interest in the FMC Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of the tendered shares reflecting the Participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of FMC Stock not credited to Participants' accounts have been tendered, the Trustee shall redetermine the number of shares of FMC Stock that would be tendered under
Section 5(e)(xvii)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of FMC Stock not credited to Participants' accounts necessary to reduce the amount of tendered FMC Stock not credited to Participants' accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.

(5) A direction by a Participant to the Trustee to tender shares of FMC Stock reflecting the Participant's proportional interest in the FMC Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of FMC Stock tendered from that interest. Pending receipt of directions (through the Administrator) from the

Participant or the Named Fiduciary, as provided in the Plan, as to which of the remaining investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the investment option described in Schedule "C".

(i) Subject to paragraphs (a) through (h) of this Section 5, to sell, exchange, convey, transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency, or propriety of any such sale or other disposition.

(ii) To cause any securities or other property held as part of the Trust to be registered in the Trustee's own name, in the name of one or more of its nominees, or in the Trustee's account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust.

(iii) To keep that portion of the Trust in cash or cash balances as the Named Fiduciary or Administrator may, from time to time, deem to be in the best interest of the Trust.

(iv) To make, execute, acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted.

(v) To borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to process Plan transactions in a timely fashion; provided that the cost of such borrowing shall be allocated in a reasonable fashion to the investment fund(s) in need of liquidity.

(vi) To settle, compromise, or submit to arbitration any claims, debts, or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action, from the Trust if not paid by the Sponsor, all with the advance written consent of the Sponsor, which consent shall not be unreasonably withheld.

(vii) To employ legal, accounting, clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Sponsor, all with the advance written consent of the Sponsor, which consent shall not be unreasonably withheld.

(viii) Subject to paragraphs (a) through (h) of this Section 5, to invest all or any part of the assets of the Trust in investment contracts and short term investments (including interest bearing accounts with the Trustee or money market mutual funds advised by affiliates of the Trustee) and in any collective investment trust or group trust, including any collective investment trust or group trust maintained by the Trustee, which then provides for the pooling of the assets of plans described in Section 401(a) and exempt from tax under Section 501(a) of the Code, or any comparable provisions of any future legislation that amends, supplements, or supersedes those sections, provided that such collective investment trust or group trust is exempt from tax under the Code or regulations or rulings issued by the Internal Revenue Service. The provisions of the document governing such collective investment trusts or group trusts, as it may be amended from time to time, shall govern any investment therein and are hereby made a part of this Trust Agreement.

(ix) To do all other acts, although not specifically mentioned herein, as the Trustee may deem reasonably necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding anything herein to the contrary, the Trustee's powers shall be exercisable for the exclusive purpose of providing benefits to Participants under the Plan and in accordance with the standards of a prudent man under ERISA.

in the form attached hereto as Schedule "D", and (ii) if the Trustee reasonably believes the signature of the individual to be genuine, unless it is clear on the direction's face that the actions to be taken under the direction would be prohibited by the fiduciary duty rules of Section 404(a) of ERISA or would be contrary to the terms of this Agreement. For purposes of this Section, such direction may also be made via electronic data transfer (EDT) or other electronic means in accordance with procedures agreed to by the Administrator and the Trustee; provided, however, that the Trustee shall be fully protected in relying on such direction as if it were a direction made in writing by the Administrator.

The Trustee shall indemnify the Sponsor against, and hold the Sponsor harmless from, any and all Losses that may be incurred by, imposed upon, or asserted against the Sponsor by reason of any claim, regulatory proceeding, or litigation arising from Trustee's, its agents', affiliates' or their successors' negligence, bad faith, violation of law, breach of the terms of this Agreement or error.

The Trustee shall also indemnify the Sponsor against and hold the Sponsor harmless from any and all such

Losses that may be incurred by, imposed upon, or asserted against the Sponsor solely as a result of (i) any defects in the investment methodology embodied in the target asset allocation or model portfolio provided through Fidelity PortfolioPlanner(SM), except to the extent that any such Losses arise from information provided by the Participant, the Sponsor or third parties; or (ii) any prohibited transactions resulting from the provision of Fidelity PortfolioPlanner(SM) by the Trustee.

Notwithstanding the foregoing, this Agreement shall terminate in its entirety when there are no assets remaining in the Trust.

(a) The Trustee may provide communications and services ("Electronic Services") and/or software products ("Electronic Products") via electronic media, including, but not limited to Fidelity Plan

Sponsor WebStation. The Sponsor and its agents agree to use such Electronic Services and Electronic Products only in the course of reasonable administration of or participation in the Plan and to keep confidential and not publish, copy, broadcast, retransmit, reproduce, commercially exploit or otherwise redisseminate the Electronic Products or Electronic Services or any portion thereof without the Trustee's written consent, except, in cases where Trustee has specifically notified the Sponsor that the Electronic Products or Services are suitable for delivery to Participants, for non-commercial personal use by Participants or beneficiaries with respect to their participation in the plan or for their other retirement planning purposes.

(b) The Sponsor shall be responsible for installing and maintaining all Electronic Products, (including any programming required to accomplish the installation) and for displaying any and all content associated with Electronic Services on its computer network and/or Intranet so that such content will appear exactly as it appears when delivered to Sponsor. All Electronic Products and Services shall be clearly identified as originating from the Trustee or its affiliate. The Sponsor shall promptly remove Electronic Products or Services from its computer network and/or Intranet, or replace the Electronic Products or Services with updated products or services provided by the Trustee, upon written notification (including written notification via facsimile) by the Trustee.

(c) All Electronic Products shall be provided to the Sponsor without any express or implied legal warranties or acceptance of legal liability by the Trustee, and all Electronic Services shall be provided to the Sponsor without acceptance of legal liability related to or arising out of the electronic nature of the delivery or provision of such Services. Except as otherwise stated in this Agreement, no rights are conveyed to any property, intellectual or tangible, associated with the contents of the Electronic Products or Services and related material. The Trustee hereby grants to the Sponsor a non-exclusive, non-transferable revocable right and license to use the Electronic Products and Services in accordance with the terms and conditions of this Agreement.

(d) To the extent that any Electronic Products or Services utilize Internet services to transport data or communications, the Trustee will take, and Sponsor agrees to follow, reasonable security precautions, however, the Trustee disclaims any liability for interception of any such data or communications. The Trustee reserves the right not to accept data or communications transmitted via electronic media by the Sponsor or a third party if it determines that the media does not provide adequate data security, or if it is not administratively feasible for the Trustee to use the data security provided. The Trustee shall not be responsible for, and makes no warranties regarding access, speed or availability of Internet or network services, or any other service required for electronic communication. The Trustee shall not be responsible for any loss or damage related to or resulting

from any changes or modifications made by the Sponsor without direction from the Trustee to the Electronic Products or Services after delivering it to the Sponsor.

Agreement shall control with respect to the rights, duties and responsibilities of the Trustee, in all other instances the Plan shall control.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

FMC CORPORATION

Attest:  /s/ Lori A. Lenard                 By:    /s/ Michael W. Murray
         --------------------------------          -----------------------------
         Assistant Secretary

                                            Name:  Michael W. Murray
                                                   -----------------------------

                                            Title: Vice President - Human
                                                   -----------------------------
                                                   Resources
                                                   -----------------------------

                                            Date:  September 28, 2001
                                                   -----------------------------

FIDELITY MANAGEMENT TRUST COMPANY

Attest:  /s/ Douglas O. Kent                By:    /s/ Carolyn Redden
         ----------------------------              -----------------------------
         Assistant Clerk

                                            Name:  Carolyn Redden
                                                   -----------------------------

                                            Title: Vice President
                                                   -----------------------------

                                            Date:  October 9, 2001
                                                   -----------------------------

Schedule "A"

This Schedule "A" summarizes the recordkeeping and administrative services to be provided by Fidelity with respect to the Plan. Fidelity will provide the recordkeeping and administrative services set forth in this Agreement and specifically as detailed in the PAM, or as otherwise agreed to in writing (or by means of a secure electronic medium) between Sponsor and Trustee. The Trustee may unilaterally add or enhance services, provided there is no impact on the fees set forth in Schedule "B." Generally, such administrative services include:

* Establishment and maintenance of Participant account and election percentages.

* Maintenance of the Plan investment options set forth on Schedule "C."

* Maintenance of the following money classifications:

. Basic Pre-Tax
. Supplemental Pre-Tax
. Pre-Tax Match
. Basic After-Tax
. Supplemental After-Tax
. After-Tax Match
. Rollover
. Prior Plan Company Match
. Prior Plan Match
. Prior Plan Rollover

A) Participant Services

Establishment and maintenance of a Participant Telephone System, an automated voice response system and on-line account access via the World Wide Web providing the following services:

. Enroll new Participants. Confirmation of enrollment will be provided on-line or if requested, by mail (generally within five
(5) calendar days of the request).

. Provide Plan investment option information.

. Provide and maintain information and explanations about Plan provisions.

. Respond to requests for literature.

. Allow Participants to change their deferral and after-tax percentages and provide updates via EDT for the Sponsor to apply to its payrolls accordingly.

. Maintain and process changes to Participants' contribution allocations for all money sources.

. Process exchanges (transfers) between investment options on a daily basis.

. Process in-service withdrawals due to certain circumstances previously approved by the Sponsor.

. Process hardship withdrawals due to certain circumstances previously approved by the Sponsor and in accordance with the procedures set forth in the PAM.

. Consult with Participants on various loan scenarios and generate all documentation.

B) Plan accounting services, including

1. Process payroll contributions according to the Sponsor's payroll frequency via EDT, magnetic tape or diskette. The data format will be provided by Trustee.

2. Maintain and update employee data necessary to support plan administration. The data will be submitted according to payroll frequency.

3. Provide daily Plan and Participant level accounting for all Plan investment options.

4. Provide daily Plan and Participant level accounting for all money classifications for the Plan.

5. Audit and reconcile the Plan and Participant accounts daily.

6. Reconcile and process Participant withdrawal requests and distributions as approved and directed by the Sponsor. All requests are paid based on the current market values of Participants' accounts, not advanced or estimated values. A distribution report will accompany each check.

7. Track individual Participant loans; process loan withdrawals; re-invest loan repayments; and prepare and deliver comprehensive reports to the Sponsor to assist in the administration of Participant loans.

8. Maintain and process changes to Participants' deferral percentage and prospective and existing investment mix elections.

C) Participant reporting services, including

1. Provide confirmation to Participants of all Participant initiated transactions either online or via the mail. Online confirms are generated upon submission of a transaction and

mail confirms are mailed by Fidelity to the Participant's home address within three to five calendar days of the transaction.

2. Provide Participants with quarterly statements reflecting all activity for the period via first class mail. Participants who elect to generate their statements electronically via NetBenefits will not receive paper statements unless otherwise requested by the Participant.

3.       Provide Participants with required Code (S) 402(f)
         notification for distributions from the Plan. This notice
         advises Participants of the tax consequences of their Plan
         distributions.

4.       Provide Participants with required Code (S) 411(a)(11)
         notification for distributions from the Plan. This notice
         advises Participants of the normal and optional forms of
         payment of their Plan distributions.

D) Plan reporting services, including

1. Prepare, reconcile and deliver a monthly Trial Balance Report presenting all money classes and investments. This report is based on the market value as of the last business day of the month. The report will be delivered not later than twenty (20) calendar days after the end of each month in the absence of unusual circumstances.

2. Prepare, reconcile and deliver a Quarterly Administrative Report presenting both on a Participant and a total Plan basis all money classes, investment positions and a summary of all activity of the Participant and Plan as of the last business day of the quarter. The report will be delivered not later than twenty (20) calendar days after the end of each quarter in the absence of unusual circumstances.

3. Provide such other reports as mutually agreed upon by the parties.

E) Government reporting services, including

1. Process year-end tax reports for Participants - Forms 1099-R, as well as financial reporting to assist in the preparation of Form 5500.

F) Communication and education services, including

1. Design, produce and distribute a customized comprehensive communications program for employees. The program may include multimedia informational materials, investment education and planning materials, access to Fidelity's homepage on the Internet and STAGES magazine. Additional fees for such services may apply as mutually agreed upon between Sponsor and Trustee.

2. Provide Fidelity Portfolio Planner(SM) an internet-based educational service for Participants that generates target asset allocations and model portfolios customized to

investment options in the Plan based upon methodology provided by Strategic Advisers, Inc., an affiliate of the Trustee. The Sponsor acknowledges that it has received the ADV Part II for Strategic Advisers, Inc. more than 48 hours prior to executing the Trust agreement.

G) Other services, including

1. Non-Discrimination Testing: Perform non-discrimination limitation testing, as detailed in the PAM. In order to obtain this service, the Sponsor shall be required to provide the information identified in the Fidelity Discrimination Testing Package Guidelines.

2. Plan Sponsor Webstation: The Fidelity Participant Recordkeeping System is available on-line to the Sponsor via the Plan Sponsor Webstation ("PSW"). PSW is a graphical, Windows-based application that provides current plan and Participant-level information, including indicative data, account balances, activity and history.

3. Change of Address by Telephone: The Trustee shall allow terminated and retired Participants to make address changes via Fidelity's toll-free telephone service.

4. Other administrative services as detailed in the PAM.

--------------------------------------------------------------------------------
Plan Set Up Fee                         One time fee of $36,500 payable in full
                                        by Sponsor upon project completion, but
                                        no later than 90 days following
                                        completion
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annual Participant Fee:                 $25.00 per participant billed and
                                        automatically deducted by Trustee from
                                        participants' accounts quarterly. This
                                        fee will be imposed pro rata for each
                                        calendar quarter or any part thereof,
                                        that it remains necessary to keep a
                                        participant's account(s) as part of the
                                        Plan's records, e.g. vested, deferred,
                                        forfeiture and terminated Participants
                                        who must remain on file through calendar
                                        year-end for reporting purposes.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Enrollments by Phone:                   $5.00 per non-active employee residing
                                        on Fidelity's participant recordkeeping
                                        system; to be paid quarterly by Sponsor
                                        directly to Trustee.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Fee:                               Establishment fee of $75.00 per loan
                                        account; to be automatically deducted
                                        quarterly by Trustee from participants'
                                        accounts.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In-Service Withdrawals by Phone         $20.00 per withdrawal; to be
                                        automatically deducted quarterly by
                                        Trustee from participants' accounts.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Return of Excess Contribution Fee       $25.00 per participant per calculation
                                        and check generation; to be paid
                                        quarterly by Sponsor directly to
                                        Trustee.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Plan Sponsor Webstation (PSW)           Three User IDs provided free of charge.
                                        Additional IDs available upon request.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
QDRO Qualification                      $750.00 per order; to be paid quarterly
                                        by Sponsor directly to Trustee.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Minimum Required Distributions:         $25.00 per MRD participant per year; to
                                        be automatically deducted quarterly by
                                        Trustee from participants' accounts.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Non-Fidelity Mutual Funds                     Clipper Fund:  .25% service fee*
                                              Sequoia Fund:  0% service fee**
                                              MAS Mid Cap Growth Fund
                                              (Administrative Class): .35%
                                              service fee
                                              PIMCO Total Return Fund
                                              (Administrative Class): .25%
                                              service fee
                                              Mutual Qualified (Z Class): 0%
                                              service fee

                                              All such fees shall be paid
                                              directly to Trustee by each
                                              Non-Fidelity Mutual Fund vendor.

                                              *To the extent Clipper has not
                                              agreed to this fee schedule, any
                                              resulting loss in service fees to
                                              Trustee shall be made up by a
                                              corresponding increase in the
                                              Trustee's fees.

                                              **To the extent Sequoia agrees to
                                              a fee schedule, any resulting
                                              increase in service fees to
                                              Trustee shall be offset by a
                                              corresponding reduction in the
                                              Trustee's fees.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Assets invested in Fidelity Managed Income    .25% service fee; to be deducted
Portfolio II                                  from the fund's overall
                                              performance.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stock Administration Fee                      To the extent that assets are
                                              invested in the FMC Technologies
                                              Stock Fund and/or the FMC Stock
                                              Fund, .10% of such assets in each
                                              stock fund in the Trust payable by
                                              the Sponsor to the Trustee pro
                                              rata quarterly on the basis of
                                              such assets as of the calendar
                                              quarter's last valuation date, but
                                              no less than $10,000 and no
                                              greater than $115,000 in total for
                                              both stock funds.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Non-Discrimination Testing                    Sponsor has contracted with
                                              Trustee to perform
                                              non-discrimination testing and may
                                              continue to do so in the future.
                                              Fees for all such services will be
                                              at the then applicable rates, as
                                              agreed to by the Sponsor prior any
                                              tests being completed.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Fees                                    Separate charges for extraordinary
                                              expenses resulting from large
                                              numbers of simultaneous manual
                                              transactions; from errors not
                                              caused by Fidelity; reports not
                                              contemplated in this Agreement and
                                              extraordinary expenses resulting
                                              from Sponsor's corporate actions.
                                              The Administrator may provide the
                                              Trustee with written direction to
                                              deduct administrative fees from
                                              the Trust.

                                              All Communications will be fee for
                                              service, other than Stages and
                                              postage for literature fulfillment
                                              and quarterly statements.
--------------------------------------------------------------------------------

Schedule "C"

In accordance with Section 5(b), the Named Fiduciary hereby directs the Trustee that Participants' individual accounts may be invested in the following investment options:

. Sequoia Fund

. Clipper Fund

. Mutual Qualified Fund (Class Z)

. MAS Mid Cap Growth Fund

. PIMCo Total Return Fund

. FMC Corporation Stock Fund (defined herein as "FMC Stock Fund")

. FMC Technologies, Inc. Stock Fund (defined herein as "FMC Technologies Stock Fund") (available as an investment option as of the Spin-Off Date, and frozen to contributions and exchanges in after the Sponsor distributes its interest in FMC Technologies, Inc.)

. Fidelity Puritan Fund

. Fidelity Magellan Fund

. Fidelity Capital & Income Fund

. Fidelity Blue Chip Growth Fund

. Fidelity Diversified International Fund

. Fidelity Low Priced Stock Fund

. Fidelity Freedom Income Fund

. Fidelity Freedom 2000 Fund

. Fidelity Freedom 2010 Fund

. Fidelity Freedom 2020 Fund

. Fidelity Freedom 2030 Fund

. Fidelity Freedom 2040 Fund

. Fidelity Retirement Government Money Market Portfolio

. Fidelity U.S. Equity Commingled Pool

. MIP II Blend Fund

The Named Fiduciary hereby directs that the investment option referred to in Section 5(c), Section 5(e)(vii)(B)(5) and Section 5(e)(xvii)(B)(5) shall be the Fidelity Retirement Government Money Market Portfolio.

Schedule "D"

[FMC Corporation Letterhead]

September 28, 2001

Kelli Birtwell
Fidelity Investments Institutional Operations Company, Inc. 300 Puritan Way - MM3H
Marlborough, MA 01752-3078

Dear Ms. Birtwell:

This letter is sent to you in accordance with Section 8(b) of the Trust Agreement, dated as of September 28, 2001, between FMC Corporation ("Sponsor") and Fidelity Management Trust Company. The Sponsor hereby designates W. Kim Foster, Kenneth R. Garrett and David J. Kostelansky as the individuals who may provide directions on behalf of the Administrator upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth below and certified to be such.

You may rely upon each designation and certification set forth in this letter until the Sponsor delivers to you written notice of the termination of authority of a designated individual.

Very truly yours,

                               /s/ Michael W. Murray
                               -------------------------------------------------
                               By: Member, FMC Technologies, Inc.  Employee
                               Welfare Benefits Plan Committee


/s/ W. Kim Foster
---------------------------
W. Kim Foster


/s/ Kenneth R. Garrett
----------------------------
Kenneth R. Garrett


/s/ David J. Kostelansky
----------------------------
David J. Kostelansky

Schedule "E"

[FMC Corporation Letterhead]

September 28, 2001

Kelli Birtwell
Fidelity Investments Institutional Operations Company, Inc. 300 Puritan Way - MM3H
Marlborough, MA 01752-3078

Dear Ms. Birtwell:

This letter is sent to you in accordance with Section 8(c) of the Trust Agreement, dated as of September 28, 2001, between FMC Corporation and Fidelity Management Trust Company. The Board of Directors of FMC Corporation has designated the FMC Corporation Employee Welfare Benefits Plan Committee ("Committee") as the Named Fiduciary upon which Fidelity Management Trust Company shall be fully protected in relying. For the period from May 1, 2001 through December 31, 2002, the Committee has authorized the FMC Technologies, Inc. Employee Welfare Benefits Plan Committee to act on its behalf. The current members of the FMC Technologies, Inc. Employee Welfare Benefits Plan Committee are Jeffrey W. Carr, Kenneth R. Garrett, Michael W. Murray and William H. Schumann III. At least two members of the Committee must provide any direction. The signature of each current member of the Committee is set forth below and certified to be such.

You may rely upon each designation and certification set forth in this letter until FMC Corporation delivers to you written notice of the termination of authority of a designated individual.

Very truly yours,

                                    /s/ Michael W. Murray
                                    --------------------------------------------
                                    By:  Member, FMC Technologies, Inc. Employee
                                    Welfare Benefits Plan Committee



/s/ Jeffrey W. Carr                          /s/ Michael W. Murray
---------------------------------            -----------------------------------
Jeffrey W. Carr                               Michael W. Murray


/s/ Kenneth R. Garrett                       /s/ William H. Schumann III
---------------------------------            -----------------------------------
Kenneth R. Garrett                            William H. Schumann III

Schedule "F"

FMC Corporation Letterhead

September 28, 2001

Kelli Birtwell
Fidelity Investments Institutional Operations Company, Inc. 300 Puritan Way - MM3H
Marlborough, MA 01752-3078

FMC Corporation Savings and Investment Plan ("Plan")

Dear Ms. Birtwell:

In accordance with your request, this letter confirms that the Plan is intended to be qualified under section 401(a) of the Internal Revenue Code of 1986 (including amendments made by the Employee Retirement Income Security Act of 1974) (the "Code").

The Plan is an amendment and restatement of the FMC Corporation Savings and Investment Plan with the FMC Corporation Savings and Investment Plan for Bargaining Unit Employees being merged therein ("FMC Plans"). The most recent favorable determination letters as to the qualified status under section 401(a) of the Code of the FMC Plans are attached

Sincerely,

/s/ Andrea E. Utecht

By: Andrea E. Utecht Chief Legal Officer

Schedule "G"

In Accordance with Section 5(b) the Named Fiduciary states that the Trustee shall hold the following Existing Investment Contracts with investment discretion:

-- Contract Issuer: CDC Financial Products -- Contract Number: BR391-01
-- Maturity Date: 1-27-03

-- Contract Issuer: Combined
-- Contract Number: CG1077
-- Maturity Date: 5-1-02

-- Contract Issuer: Monumental Life -- Contract Number: ADA00577FR-00 -- Maturity Date: 12-3-01

-- Contract Issuer: Monumental Life -- Contract Number: BDA00725FR-00 -- Maturity Date: 12-31-01

Schedule "H"

The following exchange guidelines are currently employed by FIIOC.

Exchange hours, via a Fidelity participant service representative, are 8:30 a.m. (ET) to 12:00 midnight (ET) on each Business Day. Exchanges via VRS and the internet (NetBenefits) may be made virtually 24 hours a day.

FIIOC reserves the right to change these exchange guidelines at its discretion.

Note: The NYSE's normal closing time is 4:00 p.m. (ET); in the event the NYSE alters its closing time, all references below to 4:00 p.m. (ET) shall mean the NYSE closing time as altered.

Participants may call on any Business Day to exchange between the Mutual Funds. If the request is confirmed before 4:00 p.m. (ET), it will receive that day's trade date. Requests confirmed after 4:00 p.m. (ET) will be processed on a next Business Day basis.

Participants who wish to exchange between a Mutual Fund and the MIP II Blend Fund may call on any Business Day. If the request is confirmed before 4:00 p.m. (ET), it will receive that day's trade date. Requests confirmed after 4:00 p.m. (ET) will be processed on a next Business Day basis.

Participants will not be permitted to make direct transfers from the MIP II Blend Fund into a competing fund. Participants who wish to exchange from the MIP II Blend Fund into a competing fund must first exchange into a non-competing fund for a period of 90 days.

In accordance with Schedule "J" (Specified Hierarchy) for the FMC Technologies Stock Fund, the following rules will govern exchanges:

Exchanges into the FMC Technologies Stock Fund are prohibited.

For periods on or after the Spin-Off Date, participants may contact Fidelity on any day to exchange from the FMC Technologies Stock Fund into a Mutual Fund or the MIP II Blend Fund. If Fidelity receives the request before the close of the market (generally 4:00 p.m. ET) on any Business Day and Available Liquidity is sufficient to honor the trade after Specified Hierarchy rules are applied, it will receive that day's trade date. Requests received by Fidelity after the close of the market on any Business Day (or on any day other than a Business Day) will be processed on a next Business Day basis, subject to Available Liquidity for such day after application of Specified Hierarchy rules. If Available Liquidity on any day is insufficient to honor the trade after application of Specified Hierarchy rules, it will be suspended until Available Liquidity is sufficient, after application of Specified Hierarchy rules, to honor such trade, and it will receive the trade date and Closing Price of the date on which it was processed.

In accordance with Schedule "K" (Specified Hierarchy) for the FMC Stock Fund, the following rules will govern exchanges:

Participants may contact Fidelity on any day to exchange from Mutual Funds or the MIP II Blend Fund into the FMC Stock Fund. If the request is confirmed before the close of the market (generally 4:00 p.m. ET) on a Business Day, it will receive that day's trade date. Requests confirmed after the close of the market on a business day (or on any day other than a business day) will be processed on a next Business Day Basis.

Participants may not exchange out of the FMC Stock Fund with respect to any matching employer contribution sources. With respect to all other sources, participants may contact Fidelity on any day to exchange from the FMC Stock Fund into a Mutual Fund or the MIP II Blend Fund. If Fidelity receives the request before the close of the market (generally 4:00 p.m. ET) on any Business Day and Available Liquidity is sufficient to honor the trade after Specified Hierarchy rules are applied, it will receive that day's trade date. Requests received by Fidelity after the close of the market on any Business Day (or on any day other than a Business Day) will be processed on a next Business Day basis, subject to Available Liquidity for such day after application of Specified Hierarchy rules. If Available Liquidity on any day is insufficient to honor the trade after application of Specified Hierarchy rules, it will be suspended until Available Liquidity is sufficient, after application of Specified Hierarchy rules, to honor such trade, and it will receive the trade date and Closing Price of the date on which it was processed.

Schedule "I"

Pricing

By 7:00 p.m. Eastern Time ("ET") each Business Day, the Fund Vendor will input the following information into FPRS via the remote access price screen that FIIOC has provided to the Fund Vendor: (1) the net asset value for each Fund at the close of trading, (2) the change in each Fund's net asset value from the close of trading on the prior Business Day, and (3) in the case of an income fund or funds, the mil rate. FIIOC must receive such information each Business Day. If on any Business Day the Fund Vendor does not provide such information to FIIOC, FIIOC shall pend all associated transaction activity in the FPRS until the relevant Price Information is made available by Fund Vendor.

Trade Activity and Wire Transfers

By 7:00 a.m. ET each Business Day following Trade Date FIIOC will provide, via facsimile, to the Fund Vendor a consolidated report of net purchase or net redemption activity that occurred in each Fund up to 4:00 p.m. ET on the prior Business Day. The report will reflect the dollar amount of assets and shares to be invested or withdrawn for each Fund. FIIOC will transmit this report to the Fund Vendor each Business Day, regardless of processing activity. In the event that data contained in the 7:00 a.m. ET facsimile transmission represents estimated trade activity, FIIOC shall provide a final facsimile to the Fund Vendor by no later than 9:00 a.m. ET. Any resulting adjustments shall be processed by the Fund Vendor at the net asset value for the prior Business Day.

The Fund Vendor shall send via regular mail to FIIOC transaction confirms for all daily activity in each Fund. The Fund Vendor shall also send via regular mail to FIIOC, by no later than the fifth Business Day following calendar month close, a monthly statement for each Fund. FIIOC agrees to notify the Fund Vendor of any balance discrepancies within twenty (20) Business Days of receipt of the monthly statement.

For purposes of wire transfers, FIIOC shall transmit a daily wire for aggregate purchase activity and the Fund Vendor shall transmit a daily wire for aggregate redemption activity, in each case including all activity across all Funds occurring on the same day.

Prospectus Delivery

FIIOC shall be responsible for the timely delivery of Fund prospectuses and periodic Fund reports to Participants, and shall retain the services of a third-party vendor to handle such mailings. The Fund Vendor shall be responsible for all materials and production costs, and hereby agrees to provide Fund prospectuses and periodic Fund reports to the third-party vendor selected by FIIOC. The Fund Vendor shall bear the costs of mailing annual Fund reports to Participants. FIIOC shall bear the costs of mailing prospectuses to Participants.

Proxies

The Fund Vendor shall be responsible for all costs associated with the production of proxy materials. FIIOC shall retain the services of a third-party vendor to handle proxy solicitation mailings and vote tabulation. Expenses associated with such services shall be billed directly to the Fund Vendor by the third-party vendor.

Participant Communications

The Fund Vendor shall provide internally-prepared fund descriptive information approved by the Funds' legal counsel for use by FIIOC in its written Participant communication materials. FIIOC shall utilize historical performance data obtained from third-party vendors (currently Morningstar, Inc., FACTSET Research Systems and Lipper Analytical Services) in telephone conversations with plan Participants and in quarterly Participant statements. The Sponsor hereby consents to FIIOC's use of such materials and acknowledges that FIIOC is not responsible for the accuracy of such third-party information. FIIOC shall seek the approval of the Fund Vendor prior to retaining any other third-party vendor to render such data or materials under this Agreement.

Compensation

FIIOC shall be entitled to fees as set forth in a separate agreement with the Fund Vendor.

Schedule "J"

The following procedures shall govern sales of units in the FMC Technologies Stock Fund requested for a day on which Available Liquidity is insufficient:

1. Loans, withdrawals and distributions will be aggregated and placed first in the hierarchy. If Available Liquidity is sufficient for the aggregate of such transactions, all such loans, withdrawals and distributions will be honored. If Available Liquidity is not sufficient for the aggregate of such transactions, then such transactions will be suspended, and no transactions requiring the sale of FMC Technologies Stock Fund units shall be honored for that day.

2. If Available Liquidity has not been exhausted by the aggregate of loans, withdrawals and distributions, then all remaining transactions involving a sale of units in the FMC Technologies Stock Fund (exchanges out) shall be grouped on the basis of when such requests were received, in accordance with standard procedures maintained by the Trustee for such grouping as they may be amended from time to time. To the extent of Available Liquidity, groups of exchanges out of the FMC Technologies Stock Fund shall be honored, by group, on a FIFO basis. If Available Liquidity is insufficient to honor all exchanges out within a group, then none of the exchanges out in such group shall be honored, and no exchanges out in a later group shall be honored.

3. Transactions not honored on a particular day due to insufficient Available Liquidity shall be honored, using the hierarchy specified above, on the next business day on which there is Available Liquidity.

Schedule "K"

The following procedures shall govern sales of units in the FMC Stock Fund requested for a day on which Available Liquidity is insufficient:

1. Loans, withdrawals and distributions will be aggregated and placed first in the hierarchy. If Available Liquidity is sufficient for the aggregate of such transactions, all such loans, withdrawals and distributions will be honored. If Available Liquidity is not sufficient for the aggregate of such transactions, then such transactions will be suspended, and no transactions requiring the sale of FMC Stock Fund units shall be honored for that day.

2. If Available Liquidity has not been exhausted by the aggregate of loans, withdrawals and distributions, then all remaining transactions involving a sale of units in the FMC Stock Fund (exchanges out) shall be grouped on the basis of when such requests were received, in accordance with standard procedures maintained by the Trustee for such grouping as they may be amended from time to time. To the extent of Available Liquidity, groups of exchanges out of the FMC Stock Fund shall be honored, by group, on a FIFO basis. If Available Liquidity is insufficient to honor all exchanges out within a group, then none of the exchanges out in such group shall be honored, and no exchanges out in a later group shall be honored.

3. Transactions not honored on a particular day due to insufficient Available Liquidity shall be honored, using the hierarchy specified above, on the next business day on which there is Available Liquidity.

Schedule "L"

Set forth below are the objectives and guidelines to be followed by Trustee for the administration of the MIP II Blend Fund (the "Account") within the Plan established by the Sponsor.

I. INVESTMENT OBJECTIVES

The primary objective is to seek the preservation of capital. The secondary objective is to attempt to provide over time a competitive level of income consistent with the preservation of capital.

II. PORTFOLIO GUIDELINES

The Account shall be invested in the following classes of assets.

1. Investment Contracts. Investment Contracts ("Contracts") are issued by insurance companies, banks or other financial-services institutions (the "Issuer(s)") and evidence debt obligations of the applicable Contract Issuer(s) to the Plan. Contracts are either collateralized by the general underlying assets, or certain specific underlying assets, of the Contract Issuer(s).

All Contracts, at the time of purchase, shall be benefit-responsive, which means that they shall provide for benefit withdrawals and investment exchanges to be paid at full book-value (i.e., principal plus accrued interest). However, withdrawals prompted by an employer-initiated-event, such as withdrawals resulting from the sale of a division of the Sponsor, a corporate layoff or the addition of Plan investment options, for example, may be paid at the Contract's market-value, which may be more or less than book-value.

The interest rate of a particular Contract may be either fixed or adjusted periodically according to an index or to reflect the performance of certain assets of the Contract Issuer. Maturity dates of Contracts may or may not be fixed. Contracts may include, but are not limited to, the following:

. Fixed-rate contracts
. Indexed-rate contracts
. Participating-rate contracts
. Structured contracts
. Separate-account contracts

2. Synthetic Investment Products. Synthetic investment contract products ("Synthetic Products") are comprised of both an investment component and a contractual component. The investment component consists of one or more securities or shares or units of a pooled portfolio of fixed-income securities ("Underlying Investment(s)").

Underlying Investments may include, but are not limited to, the following:

. Asset-backed securities
. Mortgage-backed securities
. Commercial mortgage-backed securities
. Collateralized mortgage obligations
. U.S. Treasuries
. Securities issued or backed by U.S. government agencies, government-sponsored enterprises or similar U.S. government entities or instrumentalities
. Securities issued by supranational organizations
. Structured notes and similar arrangements
. Corporate bonds
. Private placements (including Rule 144a securities)
. Units of commingled pools primarily invested in the above
. Shares of mutual funds primarily invested in the above
. Money market instruments

This investment component is "wrapped" by one or more contracts ("Wrap Contract(s)") issued by insurance companies, banks or other financial-services institutions (the "Wrap Contract Issuers"). Wrap Contracts, at the time of purchase, shall be benefit-responsive, which means that they shall provide for benefit withdrawals and investment exchanges to be paid at the full book-value of the Underlying Investment(s) (i.e., principal plus accrued interest). In this manner, Wrap Contracts are designed to decrease the normal market fluctuations associated with the performance of the Underlying Investments. However, certain withdrawals, similar to those described above with respect to Contracts, may be paid at the market-value of the Underlying Investment(s) (which may be more or less than book-value).

The interest rate of a particular Synthetic Product may be either fixed or adjusted periodically and is in either case tied to the performance of the Underlying Investment(s). The maturity date of a particular Synthetic Product may be a fixed date or an indeterminate date.

3. Money Market Investments. Investments may be shares of mutual funds or units of commingled pools that are invested primarily in money-market instruments.

1. At the time of purchase, Contract Issuers, Wrap Contract Issuers, and Underlying Investments must be deemed to be creditworthy by Trustee.

2. At the time of purchase, Contract Issuers and Underlying Investments must meet the then-current diversification requirements established by Trustee.

Detailed investment contract disclosures are attached as Appendix A.

Notwithstanding anything herein to the contrary, the following special limitations and restrictions shall apply:

1. Prior to purchasing for the Plan any class of assets not contemplated by the then-existing Investment Guidelines, the Investment Manager shall provide, and the Sponsor shall review, the contractual terms and conditions to investments in said class of assets that may apply with respect to the determination at various times of (i) market value, (ii) book value and
(iii) the consequences, if any, of termination prior to maturity. If such terms and conditions are deemed in the Sponsor's sole discretion to be acceptable, the Investment Guidelines shall be amended, upon the mutual written consent of the parties, to permit the Account to be invested in that class of assets.

2. The parties hereby acknowledge and agree that these Investment Guidelines are not to be employed for the purpose of making new investments in additional Account assets, but rather for the primary purpose of restructuring the Account assets from time to time as may be deemed necessary or appropriate by the Trustee in the Trustee's sole discretion, it being expressly understood that as the Account assets mature, all available resulting proceeds will be directed to the Managed Income Portfolio II of the Fidelity Group Trust for Employee Benefit Plans ("MIP II"). Except as detailed below with respect to existing Contracts, the Trustee shall use its best efforts to complete the Account's transition to MIP II by January 2, 2002.

With respect to the portion of the Account that is globally wrapped, the Trustee shall, if necessary, restructure the assets underlying such global wraps (the "Global Wrap Assets") and manage such Global Wrap Assets to an immunization date of January 2, 2002. As the Global Wrap Assets mature, any available proceeds will be directed to MIP II. Unless directed otherwise, upon the latter of (1) the date that the last Global Wrap Asset matures and
(2) January 2, 2002, the Trustee shall terminate the global wraps and transfer all available proceeds to MIP II.

The Trustee shall terminate the Contract designated CDC Financial Products, Inc. #BR391-01 and direct any available proceeds to MIP II no later than December 31, 2001. Notwithstanding anything herein to the contrary, unless directed otherwise the Trustee shall not terminate any other existing Contracts prior to their maturity dates. Such Contracts shall be allowed to mature naturally before any resulting proceeds are directed to MIP II.

As used herein, the term "restructuring" may include, but is not limited to, asset substitutions, partial or total liquidations of particular assets and the purchase of one or more credit wraps. The parties further acknowledge and agree that any restructuring of assets may result in changes to the crediting rate (including reductions therein), maturity date or other contractual terms that were in place with respect to those assets prior to restructuring.

3. The parties acknowledge and agree that these Investment Guidelines do not apply to, and shall be of no force and effect with respect to, the administration by Trustee of MIP II.

4. The Sponsor hereby acknowledges and agrees that it has received from the Trustee a copy of the Group Trust and Declaration of Separate Fund for MIP II, and has read and understood the information contained therein.

These Investment Guidelines are effective as of the date first executed below on behalf of the Trustee and supersede all prior written and oral agreements regarding investments of the Account. Any deviation from or amendment to these Investment Guidelines must be approved in writing by both the Trustee and Sponsor prior to implementation thereof.

Appendix A

I. FUNDING COMMITMENTS

The terms of each investment contract are based upon the information in the bidding specifications given to potential bidders. Often detailed information about expected deposits and withdrawals is necessary to receive the best rate from an issuer on a given placement day.

Some investment contracts obligate the Plan to give a designated lump sum deposit to the issuer by a specific date. Other contracts require a Plan to direct all cash flow, including other contract maturities, to the issuer over a set period (the funding "window"). At the end of the window, the issuer expects a certain dollar amount to be received and may refuse to accept additional cash flow. In either case, the funding date may be several months following the commitment ("advance commitment" contracts).

If the Plan fails to fulfill its contractual funding obligations, there may be financial consequences for Plan participants. This is because the issuer conducts its financial affairs in reliance on receiving the deposits as promised. Consequently, issuers may include shortfall funding provisions in their contracts (particularly advance commitment contracts) in order to protect their financial position.

The responsibility for a funding shortfall will vary depending on the underlying cause. If participant activity (e.g. increased transfers out of the Account) causes the shortfall, issuers will generally either assume the risk or extend the funding date indefinitely. However, if a shortfall is caused by an employer-initiated event (e.g. an unexpected layoff, Plan termination, or a change in funding policy), the issuer will seek to be made whole under the terms of the contract. If the contract has not yet been funded, the issuer may seek reimbursement from the contract holder if the issuer incurs a financial loss.

As contract holder, Trustee intends to honor all funding commitments made on behalf of the Plan. In the event of a shortfall, however, Trustee would only assume responsibility to the extent that Trustee has been given funds by the Plan for deposit and subsequently fails to remit the funds to the issuer.

II. PLAN WITHDRAWALS AND INVESTMENT EXCHANGES

An investment contract generally imposes ongoing contractual commitments on the Plan to maintain the issuer's promise to pay the book value of the contract. If the sponsoring employer changes Plan rules in a manner which changes significantly the amount of "benefit-responsive" withdrawals from a contract, the issuer may be authorized to lower the interest rate or assess a monetary penalty. Alternatively, the issuer may refuse to pay withdrawals prompted by the plan change. Employer-initiated events such as a large scale layoff or a sale of part of the business may cause the same consequences. Early advance notice to Trustee of a coming Plan change or corporate event is critical to provide Trustee sufficient time to try to minimize any financial consequences to the Plan.

A request by the Plan contract holder (sponsoring employer or trustee) to withdraw funds prior to the contract maturity date may also result in the assessment of a market value adjustment on the amount withdrawn. Some contracts don't allow such pre-maturity withdrawals without issuer consent.

Due to the potential financial consequences to Plan participants in these types of situations, funding and withdrawal decisions must be carefully weighed by Plan sponsors, managers and trustees.

Exhibit 10.6

(a) to comply with the limitations of Section 415 of the Code;

(b) because his or her pensionable earnings exceed the annual compensation limit under Code Section 401(a)(17), as adjusted (for 2001, $170,000); and

(c) because deferred compensation is not included in the definition of pensionable earnings under the Salaried Retirement Plan.

If the Participant's Excess Benefit is paid in a form other than the normal form of benefit under the Salaried Retirement Plan, his or her Excess Benefit will be converted to the form of benefit in which it is paid, using the same actuarial assumptions and methods as are used to determine actuarial equivalence under the Salaried Retirement Plan.

nor any Employer is required to segregate on its books or elsewhere any amount to be used to pay Excess Benefits, and no accounts will be maintained for Participants under the Plan. This Plan will be unfunded, and Plan benefits will be payable only from the general assets of the Company or any Employer. Each Participant has only the rights of an unsecured creditor of the Company or any Employer, as to his or her Excess Benefit.

A Participant will have no direct or secured claim in any asset of the trust, or in specific assets of the Company or any Employer, and will have the status of a general unsecured creditor for any amounts due under this Plan.

Effective for distributions beginning on or after January 1, 1998, a Participant may elect a lump sum distribution of his or her Excess Benefit. A lump sum will be paid as of the last day of the sixth calendar month after the calendar month in which the Participant terminated employment with the Company and all other Employer, or at such other time as the Committee determines.

Effective for distributions beginning on or after August 1, 1999, the Committee may, in its sole discretion, give a Participant the ability to elect a special annuity distribution option whereby the Company will purchase an annuity contract to pay the Participant's Excess Benefit at the same time and in the same manner as his or her accrued benefit under the Salaried Retirement Plan are to be paid.

Notwithstanding anything herein to the contrary, the Committee may on its own initiative authorize the Company to distribute to any Participant (or, if the Participant has died, to his or

her designated beneficiary) all or any part of the Participant's Excess Benefit. Payment under the preceding sentence is specifically authorized if there is a change in tax law, a published ruling or a similar announcement issued by the Internal Revenue Service, a Treasury Regulation, a decision by a court of competent jurisdiction involving a Participant or designated beneficiary or a closing agreement involving a Participant, that the Committee determines will cause the Participant to have or recognize income for federal income tax purposes as to Excess Benefits payable under this Plan.

Plan whatever amount or amounts it is required to withhold to comply with the tax withholding provisions of the Code or any state income tax act for purposes of paying any income, estate, inheritance, employment or other tax attributable to any amounts distributable under the Plan.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed in its name and behalf as of this 1st day of May, 2001.

FMC CORPORATION

By:  /s/ Michael W. Murray
     ---------------------------------
Its:  Vice President - Human Resources
     ---------------------------------

Exhibit 10.6(a)

FMC CORPORATION SALARIED EMPLOYEES'
EQUIVALENT RETIREMENT PLAN
GRANTOR TRUST AGREEMENT

This Grantor Trust Agreement (the "Trust Agreement") is made this 31/st/ day of July 2001 by and between FMC CORPORATION ("the Company") and WACHOVIA BANK, N.A. ("the Trustee").

(a) WHEREAS, the Company has adopted the FMC Corporation Salaried Employees' Equivalent Retirement Plan (the "Arrangement");

(b) WHEREAS, the Company has incurred or expects to incur liability under the terms of such Arrangement with respect to the individuals participating in such Arrangement (the "Participants and Beneficiaries");

(c) WHEREAS, the Company has previously established a grantor trust effective April 14, 1999 (the "Prior Trust") for such Arrangement and wishes by this Trust (the "Trust") to amend and restate such Prior Trust and shall contribute to the Trust assets that shall be held therein, subject to the claims of the Company's creditors in the event of the Company's Insolvency, and subject to the claims of a Subsidiary's creditors in the event of the Subsidiary's Insolvency to the extent the Trust assets were contributed on behalf of such Subsidiary's employees, until paid to Participants and their Beneficiaries in such manner and at such times as specified in the Arrangement and in this Trust Agreement;

(d) WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Arrangement as unfunded plans maintained for the purpose of providing executive benefits for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and

(e) WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds (the "Fund") to assist it in satisfying its liabilities under the Arrangement.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

(a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(b) The Company shall be considered a Grantor for the purposes of the Trust.

(c) The Trust hereby established is revocable by the Company; it shall become irrevocable upon a Potential Change in Control or Change in Control, as defined herein (except as may otherwise be provided by this Trust Agreement); provided however, in the event that no Change in Control occurs within one year of a Potential Change in Control, this Trust shall again become revocable until a Potential Change in Control or Change in Control should occur.

(d) The Company hereby deposits with the Trustee in the Trust one-thousand dollars and zero cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.

(e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangement and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, and subject to a Subsidiary's creditors in the event of the Subsidiary's Insolvency to the extent the Trust assets were contributed to the Trust on behalf of the Subsidiary's employees.

(f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits.

(g) As soon as practicable after the Company has knowledge that a Change in Control is imminent, but no later than the last business day immediately preceding the date of the Change in Control, the Company shall make a contribution to the Trust in an amount equal to the Required Funding Amount as defined by this Trust less any assets held by the Trust. At least each six months after the occurrence of a Change in Control, the Company shall make a contribution in the amount, if any, by which the Required Funding Amount exceeds the value of assets held by the Trust.

(a) Prior to a Change in Control, the Trustee shall make distributions from the Trust to Participants and Beneficiaries at the direction of the Company. Prior to a Change in Control, the entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangement shall be determined as provided by the Arrangement, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangement.

(b) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangement. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Arrangement, the Company shall make the balance of each such payment as it falls due in accordance with the Arrangement. The Trustee shall notify the Company where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Company of its liabilities to pay benefits due under the Arrangement except to the extent such liabilities are met by application of assets of the Trust.

(c) After a Potential Change in Control and before a Change in Control, the Company shall deliver to the Trustee a schedule of benefits due under the Arrangement. After a Change in Control, the Company shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated schedule of benefits due; provided however, a Participant or their Beneficiaries may make application to the Trustee for an independent decision as to the amount or form of their benefits due under the Arrangement. The Trustee shall notify the Company of any such appeal and the Company shall be permitted to provide the Trustee with any information the Company wishes the Trustee to consider in making a determination pursuant to this Section. In making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant's or Beneficiary's entitlement to a payment hereunder. In making its determination, the Trustee may consult with and make such inquiries of such persons, including the Participant or Beneficiary, the Company, legal counsel, actuaries or other persons, as the Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in arriving at its determination shall be reimbursed by the Company and, to the extent not paid by the Company within a reasonable time, shall be charged to the Trust. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made.

(d) In the event any Participant or his or her Beneficiary is determined to be subject to federal income tax on any amount to the credit of his or her account under any Arrangement prior to the time of payment hereunder, whether or not due to the establishment of or contributions to this Trust, a portion of such taxable amount equal to

the federal, state and local taxes (excluding any interest or penalties) owed on such taxable amount, shall be distributed by the Trustee as soon thereafter as practicable to such Participant or Beneficiary. For these purposes, a Participant or Beneficiary shall be deemed to pay state and local taxes at the highest marginal rate of taxation in the state in which the Participant resides or is employed (or both) where a tax is imposed and federal income taxes at the highest marginal rate of taxation, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any distributions from the Fund to a Participant or Beneficiary under this Section 2(d) shall be applied to reduce the Company liabilities to such Participant and/or Beneficiary under the applicable Arrangement with such reductions to be made on a pro-rata basis over the term of benefit payments under the Arrangement

(e) The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the Trust following a Change in Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make payments pursuant to the terms of the Arrangement.

(a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company is Insolvent or a Subsidiary is Insolvent to the extent the Trust assets were contributed on behalf of the Subsidiary's employees. The Company and/or a Subsidiary shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company and/or a Subsidiary is unable to pay its debts as they become due, or (ii) the Company and/or a Subsidiary is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company and/or a Subsidiary under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of the Company, or in the case of a Subsidiary, the President of the Subsidiary shall have the duty to inform the Trustee in writing that the Company and/or a Subsidiary is Insolvent. If a person claiming to be a creditor of the Company and/or a Subsidiary alleges in writing to the Trustee that the Company and/or a Subsidiary has become Insolvent, the Trustee shall determine whether the Company and/or a Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to Participants or their Beneficiaries.

(2) Unless the Trustee has actual knowledge that the Company and/ or a Subsidiary is Insolvent, or has received notice from the Company and/or a Subsidiary or a person claiming to be a creditor alleging that the Company's and/or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company and/or a Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's and/or a Subsidiary's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's and/or a Subsidiary's solvency.

(3) If at any time the Trustee has determined that the Company and/or a Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants or their Beneficiaries and shall hold the assets of the Trust for the benefit of the Company's general creditors and shall hold the assets of the Trust to the extent contributed on behalf of the employees of a Subsidiary for the benefit of the Subsidiary's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Company and/or a Subsidiary with respect to benefits due under the Arrangement or otherwise.

(4) The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the Company and/or a Subsidiary is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Arrangement for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company and/or a Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance.

(d) The Insolvency of a Subsidiary shall not, in and of itself, cause the Company or any other Subsidiary participating in this Trust to be Insolvent. However, any assets attributable to such Insolvent Subsidiary held by this Trust shall be held for the benefit of the Insolvent Subsdiary's general creditors.

(a) If there are not sufficient assets for the payment of current and expected future benefits pursuant to Section 2 or Section 3(c) hereof and the Company does not otherwise make such payments within a reasonable time after demand from the Trustee, the Trustee shall allocate the Trust assets among the Participants or their Beneficiaries in a pro rata manner with respect to the total present value of benefits expected for each Participant or Beneficiary.

(b) Upon receipt of a contribution from the Company necessary to make up for a shortfall in the payments due, the Trustee shall resume payments to all the Participants and Beneficiaries under the Arrangement. In addition to the normally scheduled payments due under the Arrangement, the Trustee shall make a payment to the Participants and Beneficiaries, as soon as is practicable following the Company's contribution equal to the amount by which any payment was reduced during the period for which the Trustee made payments under Section 4(a). Following a Change in Control, the Trustee shall have the right and duty to compel a contribution to the Trust from the Company to make-up for any shortfall.

Except as provided in Section 3 hereof, after the Trust has become irrevocable, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Participants and their Beneficiaries pursuant to the terms of the Arrangement. Following payment of all benefits due under the Arrangement and any remaining fees and expenses, the Trustee shall return any amounts remaining in the Trust to the Company.

(a) The Trustee shall not be liable in discharging its duties hereunder, including without limitation its duty to invest and reinvest the Fund, if it acts for the exclusive benefit of the Participants and their Beneficiaries, in good faith and as a prudent person would act in accomplishing a similar task and in accordance with the terms of this Trust Agreement and any applicable federal or state laws, rules or regulations.

(b) Subject to investment guidelines agreed to in writing from time to time by the Company and the Trustee prior to a Change in Control and Section
6(c), the Trustee shall have the power in investing and reinvesting the Fund in its sole discretion:

(1) To invest and reinvest in any readily marketable common and preferred stocks, bonds, notes, debentures (including convertible stocks and securities but not including any stock or security of the Trustee other than a de minimus amount held in a mutual fund), certificates of deposit or demand or time deposits (including any such deposits with the Trustee) and shares of investment companies and mutual funds, without being limited to the classes or property in which the Trustees are authorized to invest by any law or any rule of court of any

state and without regard to the proportion any such property may bear to the entire amount of the Fund;

(2) To invest and reinvest all or any portion of the Fund collectively through the medium of any proprietary mutual fund that may be established and maintained by the Trustee;

(3) To commingle for investment purposes all or any portion of the Fund with assets of any other similar trust or trusts established by the Company with the Trustee for the purpose of safeguarding deferred compensation or retirement income or benefits of its employees and/or directors;

(4) To retain any property at any time received by the Trustee;

(5) To sell or exchange any property held by it at public or private sale, for cash or on credit, to grant and exercise options for the purchase or exchange thereof, to exercise all conversion or subscription rights pertaining to any such property and to enter into any covenant or agreement to purchase any property in the future;

(6) To participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan relating to property held by it and to consent to or oppose any such plan or any action thereunder or any contract, lease, mortgage, purchase, sale or other action by any person;

(7) To deposit any property held by it with any protective, reorganization or similar committee, to delegate discretionary power thereto, and to pay part of the expenses and compensation thereof any assessments levied with respect to any such property to be deposited;

(8) To extend the time of payment of any obligation held by it;

(9) To hold uninvested any moneys received by it, without liability for interest thereon, but only in anticipation of payments due for investments, reinvestments, expenses or disbursements;

(10) To exercise all voting or other rights with respect to any property held by it and to grant proxies, discretionary or otherwise;

(11) For the purposes of the Trust, to borrow money from others, to issue its promissory note or notes therefor, and to secure the repayment thereof by pledging any property held by it;

(12) Upon prior notice, to employ suitable contractors and counsel, who may be counsel to the Company or to the Trustee, and to pay their reasonable expenses and compensation from the Fund to the extent not paid by the Company;

(13) To register investments in its own name or in the name of a nominee; to hold any investment in bearer form; and to combine certificates representing securities with certificates of the same issue held by it in other fiduciary capacities or to deposit or to arrange for the deposit of such securities with any depository, even though, when so deposited, such securities may be held in the name of the nominee of such depository with other securities deposited therewith by other persons, or to deposit or to arrange for the deposit of any securities issued or guaranteed by the United States government, or any agency or instrumentality thereof, including securities evidenced by book entries rather than by certificates, with the United States Department of the Treasury or a Federal Reserve Bank, even though, when so deposited, such securities may not be held separate from securities deposited therein by other persons; provided, however, that no securities held in the Fund shall be deposited with the United States Department of the Treasury or a Federal Reserve Bank or other depository in the same account as any individual property of the Trustee, and provided, further, that the books and records of the Trustee shall at all times show that all such securities are part of the Trust Fund;

(14) To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, respectively, to commence or defend suits or legal proceedings to protect any interest of the Trust, and to represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal; provided, however, that the Trustee shall not be required to take any such action unless it shall have been indemnified by the Company to its reasonable satisfaction against liability or expenses it might incur therefrom;

(15) To hold and retain policies of life insurance, annuity contracts, and other property of any kind which policies are contributed to the Trust by the Company or any subsidiary of the Company or are purchased by the Trustee;

(16) To hold any other class of assets which may be contributed by the Company and that is deemed reasonable by the Trustee, unless expressly prohibited herein:

(17) To loan any securities at any time held by it to brokers or dealers upon such security as may be deemed advisable, and during the terms of any such loan to permit the loaned securities to be transferred into the name of and voted by the borrower or others; and

(18) Generally, to do all acts, whether or not expressly authorized, that the Trustee may deem necessary or desirable for the protection of the Fund.

(c) Prior to a Change in Control, the Company shall have the right, subject to this Section to direct the Trustee with respect to investments.

(1) The Company may at any time direct the Trustee to segregate all or a portion of the Fund in a separate investment account or accounts and may appoint one or more investment managers including itself and to direct the investment and

reinvestment of each such investment account or accounts. In such event, the Company shall notify the Trustee of the appointment of each such investment manager.

(2) Thereafter (until a Change in Control), the Trustee shall make every sale or investment with respect to such investment account as directed in writing by the investment manager(s). It shall be the duty of the Trustee to act strictly in accordance with each direction. The Trustee shall be under no duty to question any such direction of the investment manager, to review any securities or other property held in such investment account or accounts acquired by it pursuant to such directions or to make any recommendations to the investment manager(s) with respect to such securities or other property.

(3) Notwithstanding the foregoing, the Trustee, without obtaining prior approval or direction from an investment manager, shall invest cash balances held by it from time to time in short term cash equivalents including, but not limited to, through the medium of any short term common, collective or commingled trust fund established and maintained by the Trustee subject to the instrument establishing such trust fund, U.S. Treasury Bills, commercial paper (including such forms of commercial paper as may be available through the Trustee's Trust Department), certificates of deposit (including certificates issued by the Trustee in its separate corporate capacity), and similar type securities, with a maturity not to exceed one year; and, furthermore, sell such short term investments as may be necessary to carry out the instructions of an investment manager regarding more permanent type investment and directed distributions.

(4) The Trustee shall neither be liable nor responsible for any loss resulting to the Fund by reason of any sale or purchase of an investment directed by an investment manager nor by reason of the failure to take any action with respect to any investment which was acquired pursuant to any such direction in the absence of further directions of such investment manager.

(5) Notwithstanding anything in this Agreement to the contrary, the Trustee shall be indemnified and saved harmless by the Company from and against any and all personal liability to which the Trustee may be subjected by carrying out any directions of an investment manager or the Company issued pursuant hereto or for failure to act in the absence of directions of the investment manager or the Company including all expenses reasonably incurred in its defense in the event the Company fails to provide such defense; provided, however, the Trustee shall not be so indemnified if it participates knowingly in, or knowingly undertakes to conceal, an act or omission of an investment manager or the Company, having actual knowledge that such act or omission is a breach of a fiduciary duty; provided further, however, that the Trustee shall not be deemed to have knowingly participated in or knowingly undertaken to conceal an act or omission of an investment manager or the Company with knowledge that such act or omission was a breach of fiduciary duty by merely complying with directions of

an investment manager or the Company or for failure to act in the absence of directions of an investment manager or the Company. The Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued by the investment manager or the Company which the Trustee reasonably believes to be genuine and to have been issued by the investment manager or the Company. The Trustee shall not be charged with knowledge of the termination of the appointment of any investment manager until it receives written notice thereof from the Company.

(6) The Company may direct the Trustee as to how to vote any Company stock held by the Trust.

(d) Following a Change in Control, the Trustee shall have the sole and absolute discretion in the management of the Trust assets and shall have all the powers set forth under Section 6(b). In investing the Trust assets, the Trustee shall consider.

(1) the needs of the Arrangement;

(2) the need for matching of Trust assets with the liabilities of the Arrangement; and

(3) the duty of the Trustee to act solely in the best interest of the Participants and their Beneficiaries.

(e) The Trustee shall have the right, in its sole discretion, to delegate its investment responsibility to an investment manager who may be an affiliate to the Trustee. In the event the Trustee shall exercise this right, the Trustee shall remain, at all times responsible for the acts of an investment manager. The Trustee shall have the right to purchase an insurance policy or an annuity to fund the benefits of the Arrangement.

(f) The Company shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity; provided, however, that, following a Change in Control, no such substitution shall be permitted unless the Trustee determines that the fair market values of the substituted assets are equal.

(g) Prior to a Change in Control, the Company shall have the right to contribute to the Trust common stock of the Company ("Company Stock"). To the extent that Company Stock is contributed to the Trust, it shall be held by the Trustee pursuant to this Section 6(g).

(h) Execution of Purchases and Sales.

(1) Transactions. Purchases and sales of Company Stock shall be made on the date on which the Trustee receives from the Company in good order all information and documentation necessary to accurately effect such purchases and sales (or, in the case of purchases, the subsequent date on which the Trustee has received a wire transfer of the

funds necessary to make such purchases). Purchases and sales of Company Stock for the Stock Fund shall be made on the open market as necessary unless the following applies:

(i) The Trustee is unable to determine the number of shares required to be purchased or sold on such day; or

(ii) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

(iii) If the Trustee is prohibited by the Securities and Exchange Commission, the New York Stock Exchange, or any other regulatory body form purchasing or selling any or all of the shares required to be purchased or sold on such days.

In the event of the occurrence of the circumstances described in (i),
(ii) or (iii) above, the Trustee shall purchase or sell such shares as soon as possible thereafter and shall determine the price of such purchases or sales to be the average purchase or sales price of all such shares purchased or sold, respectively. The Trustee may follow written directions from the Company to deviate from the above purchase and sale procedures.

(1) Use of an Affiliated Broker. The Company hereby directs the Trustee to use Wachovia Securities, Inc. (WSI) to provide brokerage services in connection with any purchase or sale of Company Stock subject to the requirement that the Trustee take all reasonable steps to assure that the Trust receives best execution on any transaction. The rovision of brokerage services shall be subject to the following:

(i) To the extent such services are utilized, as consideration for such brokerage services, the Company agrees that WSI shall be entitled to remuneration under the authorization provision in accordance with its normal fee schedule.

(ii) Any successor organization of WSI, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this authorization provision.

(iii) The Trustee and WSI shall continue to rely on this authorization provision until notified to the contrary. The Company reserves the right to terminate this authorization upon sixty (60) days written notice to WSI (or its successor) and the Trustee.

(2) Securities Law Reports. The Company shall be responsible for filing all reports required under Federal or state securities laws with respect to the

Trust's ownership of Company Stock, including, without limitation, any reports required under section 13 or 16 of the Securities Exchange Act of 1934, and shall immediately notify the Trustee in writing of any requirement to stop purchases or sales of Company Stock pending the filing of any report. The Company shall be responsible for the registration of any Plan interests required under Federal or state securities laws. The Trustee shall provide to the Company such information on the Trust's ownership of Company Stock as the Company may reasonably request in order to comply with Federal or state securities laws.

(a) To the extent that the Trustee is directed by the Company prior to a Change in Control to invest part or all of the Trust Fund in insurance contracts, the type and amount thereof shall be specified by the Company. The Trustee shall be under no duty to make inquiry as to the propriety of the type or amount so specified.

(b) Each insurance contract issued shall provide that the Trustee shall be the owner thereof with the power to exercise all rights, privileges, options and elections granted by or permitted under such contract or under the rules of the insurer. The exercise by the Trustee of any incidents of ownership under any contract shall, prior to a Change in Control, be subject to the direction of the Company. After a Change in Control, the Trustee shall have all such rights.

(c) The Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against an insurance policy held in the Trust Fund.

(d) No insurer shall be deemed to be a party to the Trust and an insurer's obligations shall be measured and determined solely by the terms of contracts and other agreements executed by the insurer.

(a) Prior to a Change in Control, all income received by the Trust, net of expenses and taxes, may be returned to the Company or accumulated and reinvested within the Trust at the direction of the Company.

(b) Following a Change in Control, all income received by the Trust, net of expenses and taxes payable by the Trust, shall be accumulated and reinvested within the Trust.

The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in

writing between the Company and the Trustee. Within thirty (30) days following the close of each calendar year and within thirty (30) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Company may approve such account by an instrument in writing delivered to the Trustee. In the absence of the Company's filing with the Trustee objections to any such account within one hundred eighty (180) days after its receipt, the Company shall be deemed to have so approved such account. In such case, or upon the written approval by the Company of any such account, the Trustee shall, to the extent permitted by law, be discharged from all liability to the Company for its acts or failures to act described by such account. The foregoing, however, shall not preclude the Trustee from having its accounting settled by a court of competent jurisdiction. The Trustee shall be entitled to hold and to commingle the assets of the Trust in one Fund for investment purposes but at the direction of the Company prior to a Change in Control, the Trustee shall create one or more sub-accounts.

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Arrangement or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to
Section 2(d) hereof.

(b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this Trust or to protect a Participant's or Beneficiary's rights under the Arrangement, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. The Trustee hereby indemnifies the Company against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust which occur as a result of the Trustee's negligence or breach of this Trust.

(c) Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall, upon notice to the Company, select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangement.

(d) The Trustee may, upon notice to the Company, hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder and may rely on any determinations made by such agents and information provided to it by the Company.

(e) The Trustee shall have, without exclusion, all powers conferred on the Trustee by applicable law, unless expressly provided otherwise herein.

(f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

The Trustee's compensation shall be as agreed in writing from time to time by the Company and the Trustee. A copy of the current fee schedule is listed in Attachment A. The Company shall pay all administrative expenses and the Trustee's fees and shall promptly reimburse the Trustee for any fees and expenses of its agents. If not so paid, the fees and expenses shall be paid from the Trust.

(a) Prior to a Change in Control, the Trustee may resign at any time by written notice to the Company, which shall be effective thirty (30) days after receipt of such notice unless the Company and the Trustee agree otherwise. Following a Change in Control, the Trustee may resign only after the appointment of a successor Trustee.

(b) The Trustee may be removed by the Company on thirty (30) days notice or upon shorter notice accepted by the Trustee prior to a Change in Control. Subsequent to a Change in Control, the Trustee may only be removed after the Company's appointment of an independent third party national banking association or other entity having the authority to exercise trust powers with a market capitalization exceeding $5,000,000,000 to replace the Trustee and the agreement by the successor Trustee to a trust agreement containing the provisions of Sections 2(c) and 14(a) hereof.

(c) If the Trustee resigns within two years after a Change in Control, as defined herein, the Company, or if the Company fails to act within a reasonable period of time following such resignation, the Trustee shall apply to a court of competent jurisdiction for the appointment of a successor Trustee which satisfies the requirements of Section 13 or for instructions.

(d) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within ninety (90) days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit.

(e) If the Trustee resigns or is removed, a successor shall be appointed by the Company, in accordance with Section 13 hereof, by the effective date of resignation or removal under paragraph(s) (a) or (b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

(a) If the Trustee resigns or is removed in accordance with Section 12 hereof, the Company may appoint, subject to Section 12, any independent third party national banking association or other entity having the authority to exercise trust powers with a market capitalization exceeding $5,000,000,000 to replace the Trustee upon resignation or removal. The successor Trustee shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.

(b) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to
Section 8 and 9 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

(a) This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Arrangement or shall make the Trust revocable after it has become irrevocable in accordance with Section 1 hereof. Additionally, no amendment may be made which would change Section 2(c) hereof.

(b) Following a Change in Control, the Trust shall not terminate until the date on which Participants and their Beneficiaries have received all of the benefits due to them under the terms and conditions of the Arrangement.

(c) Upon written approval of all Participants or Beneficiaries entitled to payment of benefits pursuant to the terms of the Arrangement, the Company may terminate this Trust prior to the time that all benefit payments under the Arrangement have been made. All assets in the Trust at termination shall be returned to the Company.

For purposes of this Trust, the following terms shall be defined as set forth below:

(a) Potential Change in Control shall mean the Company entering into any agreement or making any announcement either of which, if consummated would result in a Change in Control.

(b) Change in Control the happening of any of the following events:

(a) An acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (A) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (D) any acquisition pursuant to a transaction which complies with Subsections (i), (ii) and (iii) of Subsection (C) of this Section 15(b);

(b) A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Board will be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 15(b), that any individual who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) will be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board will not be so considered as a member of the Incumbent Board;

(c) Consummation of a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of the Company, or acquisition by the Company of the assets or stock of another entity ("Corporate Transaction"); excluding, however, such a Corporate Transaction pursuant to which (i) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, twenty percent (20%) or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(d) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

The General Counsel, the Chief Executive Officer or the Chief Financial Officer of the Company shall have the specific authority to determine whether a Potential Change in Control or Change in Control has transpired under the guidance of this Section 15(b) and shall be required to give the Trustee notice of a Change in Control or a Potential Change in Control. The Trustee shall be entitled to rely upon such notice, but if the Trustee receives notice of a Change in Control from another source, the Trustee shall make its own independent determination.

(c) "Company" shall mean the FMC Corporation unless otherwise specified by this Trust.

(d) Required Funding Amount shall mean an amount equal to:

(1) the present value of all benefits using assumptions identical to those used for the most recent evaluation for FAS 87 purposes of the Company's 10K for the Arrangement; and

(2) anticipated trustee, administrative and advisory fees in connection with the maintenance of the Trust or the Arrangement until the Company's obligations under the Arrangement

have been fully met, and any taxes expected to be due over the remaining duration of the Trust.

(d) "Subsidiary" shall mean a subsidiary or an affiliate of the Company.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) The Company hereby represents and warrants that all of the Arrangement have been established, maintained and administered in accordance with all applicable laws, including without limitation, ERISA. The Company hereby indemnifies and agrees to hold the Trustee harmless from all liabilities, including attorney's fees, relating to or arising out of the establishment, maintenance and administration by the Company of the Arrangement. To the extent the Company does not pay any of such liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.

(c) Benefits payable to Participants and their Beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(d) This Trust Agreement shall be governed by and construed in accordance with the laws of North Carolina.

IN WITNESS WHEREOF, this Trust has been executed on behalf of the parties hereto on the day and year first above written.

FMC CORPORATION                                      WACHOVIA BANK, N.A. as TRUSTEE
By:  /s/ William H. Schumann III                     By:  /s/ Joe O. Lorg
     ---------------------------                          --------------------------------------

Its: Senior V.P. and Chief Financial Officer         Its: Senior Vice President/ Group Executive
     ---------------------------------------              --------------------------------------


ATTEST:                                              ATTEST:

By:  /s/ Michael W. Murray                           By:  /s/ John N. Smith, III
     --------------------------------                     --------------------------------------

Its: Vice President - Human Resources                Its: Assistant Secretary
     --------------------------------                     --------------------------------------

Attachment A

SCHEDULE OF FEES--FMC Corporation Salaried Employees' Equivalent Retirement Plan

Non-qualified Trust Services include rabbi, secular and other non-qualified trusts providing benefits in addition to those from qualified plans. Plans specifically providing for change of control benefits are also covered by this Schedule of Fees. Charges are quoted on an annual basis and are payable quarterly.

I.  DOCUMENT REVIEW      A Document Review and Implementation Fee will be
    AND                  charged to all new accounts. This fee will be quoted by
    IMPLEMENTATION       account, based on the use of Wachovia's proprietary
                         documents, consulting and legal time required, as well
                         as administrative requirements to establish the
                         account.

II. CUSTODIAL AND        Ad Valorem Charges - An ad valorem fee is assessed for
    FIDUCIARY CHARGES    all basic services related to custody of funds and is
                         based on the total liability of all covered plans or
                         Arrangement. This fee covers up to 5 (five) funds. The
                         following is the schedule of charges:

                                             MARKET VALUE       RATE PER $1,000
                                             ------------       ---------------
                               First         $    500,000               $5.00
                               Next             1,500,000                2.60
                               Next             8,000,000                1.40
                               Next            40,000,000                 .50
                               Next            50,000,000                 .40
                               Over           100,000,000             Negotiated

                         A minimum ad valorem charge of $20,000 shall be
                         applied. Fees covered by Section III-IV and VII of this
                         schedule will be in addition to the minimum ad valorem
                         charge.

    Insurance, Letter    In applying the ad valorem schedule, the cash surrender
    of Credit and other  value of insurance, letters of credit, unfunded
    Non-                 liabilities and other non-cash funding will normally be
                         discounted 75% prior to change of control. Following a
                         change of

     Cash Funding              control, this discount will no longer be used in
                               computing ongoing fees, and Wachovia will
                               normally manage assets not invested in insurance
                               products.

     Employer Securities       In applying the ad valorem schedule, employer
                               securities will normally be discounted 50% prior
                               to change of control. Following change of
                               control, this discount will no longer be used in
                               computing ongoing fees.

     Research                  Requests for research will be performed at a cost
                               of $100 per hour.

     Additional Funds          $500.00

     Insurance Policy Storage  5.00 per policy



III.  INVESTMENT               For individually managed portfolios, a separate
      MANAGEMENT               schedule will apply. Proprietary mutual funds
                               will be charged in accordance with the applicable
                               prospectus. Any money market fund must be a
      Wachovia Asset           Wachovia Fund.
      Management

                               Non-Periodic:         $25.00 plus postage

                               In-Kind Distributions $50.00

                               Payment Set-up    $100.00

      Stop Payments            $20.00 initialization

      Wires                    $20.00 each

V.    TAX REPORTING

      State Tax Withholding    An annual charge of $75 per account will apply
                               for each state where withholdings are requested
                               or required.

       Preparation and Filing
       of Form 1041            For each 1041 required to be prepared and filed,
                               a fee of $150 will be charged.

VI.  CHANGE OF CONTROL FEE       A one-time, $25,000 minimum fee plus expenses
                                 will be charged for each change of control in
                                 addition to fees for ongoing services.

VII. OTHER SERVICES              Financial planning services for individuals and
                                 group educational or communications materials
                                 are available. Fees will be negotiated prior to
                                 commencement.

                                 Billable time plus out-of-pocket expenses will
                                 be charged for consulting services or other
                                 services not covered by this schedule.

                                 Meetings requiring the attendance of one of
                                 Wachovia Executive Services' Consultants are
                                 subject to a per diem fee of $1,000 per day,
                                 per consultant, plus travel expenses.

                                 Participant recordkeeping and performance
                                 measurement services shall be charged in
                                 accordance with separate schedules.

                                 For on-line and PC downloading support,
                                 appropriate additional charges will be made.

                                 The physical storage of insurance policies is
                                 not included in the above charges.

                                 For account terminations less than two years
                                 from inception, a minimum, prorated ad valorem
                                 fee for the initial two year period plus
                                 expenses will be charged.

                                 Additional reasonable fees will be charged for
                                 services not covered by this schedule.

Exhibit 10.7

(As Amended and Restated Effective as of September 28, 2001)

                                                                                                Page No.
                                                                                                -------
Article I
Introduction....................................................................................   1
------------
      Section  1.1.  Name; Purpose..............................................................   1
      Section  1.2.  Administration of the Plan.................................................   1

Article II
Definitions.....................................................................................   2
-----------
      Section  2.1.  Account....................................................................   2
      Section  2.2.  Account Balance............................................................   2
      Section  2.3.  Accounting Date............................................................   2
      Section  2.4.  Adopting Affiliate.........................................................   2
      Section  2.5.  Affiliated Group...........................................................   2
      Section  2.6.  Board......................................................................   2
      Section  2.7.  Code.......................................................................   2
      Section  2.8.  Committee..................................................................   2
      Section  2.9.  Company....................................................................   2
      Section  2.10. Company Stock..............................................................   2
      Section  2.11. Compensation...............................................................   2
      Section  2.12. Deferral Contributions.....................................................   2
      Section  2.13. Deferral Contributions Account.............................................   3
      Section  2.14. Distribution Date..........................................................   3
      Section  2.15. Effective Date.............................................................   3
      Section  2.16. Employer...................................................................   3
      Section  2.17. ERISA......................................................................   3
      Section  2.18. Excess Compensation........................................................   3
      Section  2.19. Full Deferral Contributions................................................   3
      Section  2.20. Matching Contributions.....................................................   3
      Section  2.21. Matching Contributions Account.............................................   3
      Section  2.22. Mirror Deferral Contributions..............................................   3
      Section  2.23. Participant ...............................................................   3
      Section  2.24. Permitted Investment.......................................................   3
      Section  2.25. Plan.......................................................................   3
      Section  2.26. Plan Year..................................................................   3
      Section  2.27. Savings Plan...............................................................   4
      Section  2.28. Year of Service ...........................................................   4


Article III
Plan Participation .............................................................................   4
------------------
      Section  3.1.  Eligibility................................................................   4
      Section  3.2.  Participation..............................................................   4

Article IV
Deferral Contributions..........................................................................   4
----------------------

     Section 4.1.  Deferral Contributions.......................................................  4
     Section 4.2.  Deferral Contributions Account...............................................  5

Article V
Matching Contributions..........................................................................  5
----------------------
     Section 5.1.  Matching Contributions.......................................................  5
     Section 5.2.  Matching Contributions Account...............................................  5

Article VI
Deemed Earnings on Account Balances.............................................................  6
-----------------------------------
     Section 6.1.  Deemed Investments...........................................................  6
     Section 6.2.  Crediting of Deferrals and Contributions.....................................  7
     Section 6.3.  Statement of Accounts........................................................  7

Article VII
Establishment of Trust..........................................................................  7
----------------------
     Section 7.1.  Establishment of Trust.......................................................  7
     Section 7.2.  Status of Trust..............................................................  7

Article VIII
Distribution of Plan Benefits...................................................................  7
-----------------------------
     Section 8.1.  Vesting of  Accounts.........................................................  7
     Section 8.2.  Payment of Account Balances..................................................  8
     Section 8.3.  Distribution of Accounts of Certain Former Employees.........................  8
     Section 8.4.  Payments in the Event of Unforeseeable Emergency.............................  8
     Section 8.5.  Involuntary Distributions....................................................  9
     Section 8.6.  Forfeitures..................................................................  9
     Section 8.7.  Designation of Beneficiaries.................................................  9

Article IX
Amendment and Termination.......................................................................  10
-------------------------
     Section 9.1.  Amendment....................................................................  10
     Section 9.2.  Plan Termination.............................................................  10

Article X
General Provisions..............................................................................  10
------------------
     Section 10.1. Non-Alienation of Benefits...................................................  10
     Section 10.2. Withholding for Taxes........................................................  10
     Section 10.3. Immunity of Committee Members................................................  10
     Section 10.4. Plan Not to Affect Employment Relationship...................................  10
     Section 10.5. Action by the Employers......................................................  11
     Section 11.6. Effect on Other Employee Benefit Plans.......................................  11
     Section 10.7. Employer Liability...........................................................  11
     Section 10.8. Notices......................................................................  11
     Section 10.9. Gender and Number; Headings..................................................  11
     Section 10.10 Controlling Law..............................................................  11

Section 10.11. Successors ...............................................................  11
Section 10.12. Severability .............................................................  12
Section 10.13. Subsequent Changes .......................................................  12
Section 10.14. Benefits Payable to Minors, Incompetents and Others ......................  12

(a) interpreting and applying the Plan's terms;

(b) adopting any rules or regulations the Committee deems necessary or desirable to operate the Plan;

(c) making whatever determinations are permitted or required to maintain or administer the Plan; and

(d) taking any other actions that prove necessary to administer the Plan properly, in accordance with its terms.

Any decision of the Committee as to any matter within its authority will be final, binding and conclusive upon the Company, any Employer and each Participant, former Participant, designated beneficiary or other person claiming under or through any Participant or designated beneficiary. No additional authorization or ratification by the Board is necessary for the

Committee to act on any matter within its authority. An action taken by the Committee as to a Participant will not be binding on the Committee regarding an action to be taken as to any other Participant. A member of the Committee may be a Participant, but he or she may not participate in any decision that directly affects his or her rights under the Plan, or the computation of his or her Plan benefits. Each determination required or permitted under the Plan will be made by the Committee in its sole and absolute discretion. The Committee may delegate some or all of its duties or responsibilities.

(a) the employee is part of a select group of management or highly compensated employees, within the meaning of Title I of ERISA;

(b) the employee is eligible to participate in the Savings Plan for the Plan Year;

(c) the employee is expected to receive Excess Compensation during the Plan Year; and

(d) the Committee, or its delegate, designates the employee as eligible to participate in the Plan.

(a) A Mirror Deferral Contribution is an amount, between 1% and 20% of the Participant's Compensation and Excess Compensation, that the Participant cannot defer under the Savings Plan because it exceeds the limit on deferrals under Code Section 402(g), represents a deferral of Excess Compensation, or represents an amount that the Participant cannot defer under the Savings Plan because of the limits of Code Section 415(c).

(b) A Full Deferral Contribution is an amount, between 1% and 80% of the total of the Participant's Compensation and Excess Compensation.

A Participant's Mirror Deferral Contributions and Full Deferral Contributions for a Plan Year may not exceed the sum of his or her Compensation and Excess Compensation. A Participant must make his or her deferral election for a Plan Year no later than the last day of the preceding Plan Year, and may not change his or her deferral election during the Plan Year. Notwithstanding the foregoing, when an employee first becomes an eligible employee, he or she may make a deferral election no later than thirty days after becoming an eligible employee, so long as the deferral election applies to Compensation and Excess Compensation earned during the Plan Year after the date of the deferral election.

(a) Each Participant may designate from time to time, in the manner prescribed by the Committee, that all or a portion of his or her Deferral Contributions Account be deemed to be invested in one or more Permitted Investments. The Committee will establish rules governing the dates as of which amounts will be deemed to be invested in the Permitted Investments chosen by the Participant, and the time and manner in which amounts will be deemed to be transferred from one Permitted Investment to another, pursuant to a Participant's election to change his or her deemed investments. The Committee will also establish a default Permitted Investment, in which the Deferral Contributions Account of a Participant who fails to make an investment election will be deemed to be invested. Effective September 1, 1997, the Committee's Plan investment election rules permit a Participant to transfer any or all of his or her Account (including any or all of his or her Matching Contribution Account) out of the Company Stock Permitted Investment and or the FMC Technologies, Inc. Permitted Investment. From and after the Distribution Date, no contributions or transfers to the FMC Technologies, Inc. Permitted Investment are permitted.

(b) All amounts credited to a Participant's Matching Contributions Account will be deemed to be invested initially in Company Stock. For periods beginning prior to September 1, 1997, a Participant was prohibited from transferring any portion of his or her Matching Contributions Account into a Permitted Investment other than Company Stock.

(c) Each Account will be deemed to receive all interest, dividends, earnings and other property that would be received by it if it were actually invested in the Permitted Investment in which it is deemed to be invested. Similarly, each Account will be deemed to suffer all investment losses and other diminutions it would suffer if it were actually invested in the Permitted Investment in which it is deemed to be invested. Gains and losses will be credited to or debited from each Account at the times and in the manner specified by the Committee.

(d) Elections required or permitted to be made pursuant to this Article VI must be made only by the Participant. Notwithstanding the foregoing, if a Participant dies before his or her entire Account Balance is distributed, or if the Committee determines that a Participant is legally incompetent or otherwise incapable of managing his or her own affairs, the Committee may itself make Plan elections on behalf of the Participant, or may declare that the Participant's designated beneficiary, legal representative or near relative will be permitted to make Plan elections on behalf of the Participant.

(e) Neither the Company nor the Plan need make any Permitted Investment. If, from time to time, the Company actually makes an investment similar to a Permitted Investment, that investment will be solely for the Company's own account, and the

Participant will have no right, title or interest in that investment. Each Participant has only the rights of an unsecured creditor of the Company or any Employer, as to any amount owing to him or her under the Plan.

(a) Generally, the vested portion of a Participant's Account Balance will be paid to him or her (or, if the Participant has died, to his or her designated beneficiary) in cash, in a single lump sum, as of the last day of the sixth calendar month after the calendar month in which the Participant terminated employment with the Company and all other members of the Affiliated Group. The only in-service withdrawals permitted under the Plan are described in Section 8.4.

(b) Notwithstanding Section 8.2(a), a Participant to whom this Section 8.2 applies may make an irrevocable election to have the vested portion of his or her Account paid in any form of distribution permitted under the Savings Plan; provided, however, that a Participant may not elect to receive a distribution in Company Stock of stock of FMC Technologies, Inc. instead of cash. Payment under this Section 8.2(b) will begin as of the last day of the sixth calendar month after the calendar month in which the Participant terminated employment with the Company and all other members of the Affiliated Group or, if earlier, within 90 days after the Participant's death. A Participant must elect a form of payment under this Section 8.2(b) no later than the last day of the first calendar month following the calendar month in which the Participant terminated employment with the Company and all other members of the Affiliated Group. Notwithstanding any other provision of this Article VIII, the Committee may establish a minimum amount of any installment payment to be made under the Plan.

(a) a sudden and unexpected illness or accident to the Participant or to his or her dependent (as defined in Code Section 152(a));

(b) the Participant's losing his or her property due to casualty; or

(c) other similar extraordinary and unforeseeable circumstances arising as a result of unforeseeable events beyond the Participant's control.

Whether a Participant suffers an unforeseeable emergency depends upon the facts of each case; in no event, however, may the Participant receive an emergency payment if his or her hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant's assets (to the extent liquidation of those assets would not itself cause severe financial hardship) or by ceasing to make deferrals under the Plan. The need to send a Participant's child to college or the desire to purchase a home are not unforeseeable emergencies.

legal representative of the estate of the later to die of the Participant and his or her designated beneficiary.

or otherwise terminate the employment, or change the terms of employment or amount of compensation, of any Participant at any time, for any reason or without cause. By accepting any payment under this Plan, each Participant, former Participant, and designated beneficiary, and each person claiming under or through a Participant, former Participant or designated beneficiary, is conclusively bound by any action or decision taken or made under the Plan by the Committee, the Company or any Employer

and on any Employer and its successor, whether by way of merger, consolidation, purchase or otherwise.

IN WITNESS WHEREOF, the Company has caused this amended and restated Plan to be executed in its name and behalf on this 28/th/ day of September, 2001.

FMC CORPORATION

By:   /s/ Michael W. Murray
   ----------------------------------------
    Member, Employee Welfare Benefits Plan
    Committee

Exhibit 10.7(a)

TRUST AGREEMENT

Between

FMC CORPORATION

And

FIDELITY MANAGEMENT TRUST COMPANY

FMC CORPORATION NONQUALIFIED SAVINGS AND INVESTMENT PLAN TRUST

As amended and restated as of September 28, 2001

Section                                                                                                             Page
-------                                                                                                             ----
1   Definitions ...................................................................................................   2
    (a)  Administrator
    (b)  Affiliate
    (c)  Agreement
    (d)  Available Liquidity
    (e)  Business Day
    (f)  Change in Control
    (g)  Closing Price
    (h)  Code
    (i)  ERISA
    (j)  Fidelity
    (k)  Fidelity Mutual Fund
    (l)  FIFO
    (m)  FIIOC
    (n)  FMC Stock
    (o)  FMC Stock Fund
    (p)  FMC Technologies Stock
    (q)  FMC Technologies Stock Fund
    (r)  IRS
    (s)  Mutual Fund
    (t)  NFSLLC
    (u)  Non-Fidelity Mutual Fund
    (v)  NYSE
    (w)  Participant
    (x)  Participant Recordkeeping Reconciliation Period
    (y)  Plan
    (z)  Potential Change in Control
    (aa) Reporting Date
    (bb) Specified Hierarchy
    (cc) Spin-Off Date
    (dd) Sponsor
    (ee) Trust
    (ff) Trustee
    (gg) VRS


2   Trust .........................................................................................................   4
    (a)  Establishment
    (b)  Revocability
    (c)  Grantor Trust
    (d)  Trust Assets
    (e)  Contributions
    (f)  Administrator
    (g)  Non-Assignment


3   Payments to Sponsor ...........................................................................................   5

Section                                                                                                             Page
-------                                                                                                             ----
4   Disbursement ..................................................................................................   6
    (a)  Directions from Administrator
    (b)  Payments with No Stated Procedure
    (c)  Limitations
    (d)  Participants Subject to Federal Income Taxation


5   Investment of Trust ...........................................................................................   7
    (a)  Selection of Investment Options
    (b)  Available Investment Options
    (c)  Investment Directions
    (d)  Mutual Funds
    (e)  Stock
    (f)  Trustee Powers


6   Recordkeeping and Administrative Services to Be Performed .....................................................  21
    (a)  General
    (b)  Accounts
    (c)  Inspection and Audit
    (d)  Effect of Plan Amendment
    (e)  Returns, Reports and Information


7   Compensation and Expenses .....................................................................................  22


8   Directions and Indemnification ................................................................................  23
    (a)  Identity of Administrator
    (b)  Directions from Administrator
    (c)  Directions from Participants
    (d)  Indemnification
    (e)  Survival


9   Resignation or Removal of Trustee .............................................................................  24
    (a)  Resignation
    (b)  Removal


10  Successor Trustee .............................................................................................  24
    (a)  Appointment
    (b)  Acceptance
    (c)  Corporate Action


11  Termination ...................................................................................................  25


12  Resignation, Removal, and Termination Notices .................................................................  25


13  Duration ......................................................................................................  25

Section                                                                                                             Page
-------                                                                                                             ----
14  Insolvency of Sponsor .........................................................................................  25


15  Change in Control .............................................................................................  26


16  Amendment or Termination ......................................................................................  28
    (a)  Amendment
    (b)  Termination

17  Electronic Services ...........................................................................................  28


18  General .......................................................................................................  30
    (a)  Performance by Trustee, its Agent or Affiliates
    (b)  Entire Agreement
    (c)  Waiver
    (d)  Successors and Assigns
    (e)  Partial Invalidity
    (f)  Section Headings


19  Governing Law .................................................................................................  30
    (a)  Massachusetts Controls
    (b)  Trust Agreement Controls


Schedules
---------
   A.    Recordkeeping and Administrative Services ................................................................  32
   B.    Fees .....................................................................................................  34
   C.    Authorization Signers (Administrator) ....................................................................  35
   D.    Operational Guidelines for Non-Fidelity Mutual Funds .....................................................  36
   E.    Exchange Guidelines ......................................................................................  38
   F.    Specified Hierarchy - Available Liquidity Procedures For FMC Technologies Stock Fund .....................  40
   G.    Specified Hierarchy - Available Liquidity Procedures For FMC Stock Fund ..................................  41
   H.    Investment Direction .....................................................................................  42

TRUST AGREEMENT, amended and restated as of the twenty-eighth day of September, 2001, between FMC CORPORATION, a Delaware corporation, having an office at 200 E. Randolph Drive, Chicago, Illinois 60601 (the "Sponsor"), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the "Trustee").

WITNESSETH:

WHEREAS, the Sponsor is the sponsor of the FMC Corporation Nonqualified Savings and Investment Plan (the "Plan"); and

WHEREAS, the Sponsor wishes to restate the agreement originally entered into by the parties dated September 14, 1998 as an irrevocable trust and to contribute to the trust assets that shall be held therein, subject to the claims of Sponsor's creditors in the event of Sponsor's Insolvency, as herein defined, until paid to Plan Participants and their beneficiaries in such manner and at such times as specified in the Plan; and

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"); and

WHEREAS, it is the intention of the Sponsor to make contributions to the trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan; and

WHEREAS, the Trustee is willing to hold and invest the aforesaid plan assets in trust among several investment options selected by the Sponsor; and

WHEREAS, the Sponsor wishes to have the Trustee perform certain ministerial recordkeeping and administrative functions under the Plan; and

WHEREAS, the Trustee is willing to perform recordkeeping and administrative services for the Plan if the services are purely ministerial in nature and are provided within a framework of plan provisions, guidelines and interpretations conveyed in writing to the Trustee by the Administrator.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the Sponsor and the Trustee agree as follows:

Corporation Stock (defined herein as "FMC Stock") and cash or short-term liquid investments.

as defined in Section 14(a), to the extent Trust assets were contributed to the Trust on behalf of the Affiliate's employees.

(i) With respect to the Plan, the amount by which the present value of all benefits required under the Plan to be deposited in trust after said contribution is due or upon a Change in Control exceeds the value of the Trust assets.

(ii) A reasonable estimate provided by the Trustee of its fees due over the remaining duration of the Trust.

(iii) A reasonable estimate of the taxes expected to be due over the remaining duration of the Trust.

(i) The date all benefit commitments due to the Participant or the Participant's beneficiaries under the Plan, as requested by the Participant in his or her notification to the Trustee, have been satisfied; or

(ii) The Administrator provides a notarized statement that shows the proper amount due to the Participant. If such a notarized statement is so provided, appropriate adjustment, if any, shall be made in the remaining amount paid to the Participant.

Reconciliation Period, subject to the following limitations. The Sponsor may determine to offer as investment options only: (1) FMC Stock, (2) FMC Technologies Stock and (3) Fidelity Mutual Funds and Non-Fidelity Mutual Funds identified collectively as certain Mutual Funds as listed on Schedule "A" attached hereto; provided, however, that the Trustee shall not be considered a fiduciary with investment discretion. The Sponsor may add or remove investment options with the consent of the Trustee and upon mutual amendment of this Trust Agreement and the Schedules thereto to reflect such additions.

Sponsor shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by Sponsor in a non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity.

The Sponsor's designation of available investment options, the maintenance of accounts for each Plan Participant and the crediting of investments to such accounts, the giving of investment directions by Participants, and the exercise by Participants of any other powers relating to investments are solely for the purpose of providing a mechanism for measuring the obligation of the Sponsor to any particular Participant under the applicable Plan. No Participant or beneficiary will have any preferential claim to or beneficial ownership interest in any asset or investment, and the rights of any Participant and his or her beneficiaries under the applicable Plan and this Agreement are solely those of an unsecured general creditor of the Sponsor with respect to the benefits of the Participant under the Plan.

order all information and documentation necessary to accurately effect such purchases and sales (or in the case of a purchase, the subsequent date on which the Trustee has received a wire transfer of funds necessary to make such purchase). Transactions involving Non-Fidelity Mutual Funds shall be executed in accordance with the operating procedures set forth in Schedule "D" attached hereto. Exchanges of Fidelity Mutual Funds shall be made on the same business day that the Trustee receives a proper direction if received before market close (generally 4:00 p.m. eastern time); if the direction is received after market close (generally 4:00 p.m. eastern time), the exchange shall be made the following Business Day.

measured in units of participation, rather than shares of FMC Technologies Stock. Such units shall represent a hypothetical, proportionate interest in all of the assets of the FMC Technologies Stock Fund, which includes shares of FMC Technologies Stock, short-term investments and at times, receivables and payables (such as receivables and payables arising out of unsettled stock trades). The Trustee shall determine a daily NAV for each unit outstanding of the FMC Technologies Stock Fund. Valuation of the FMC Technologies Stock Fund shall be based upon: (1) the Closing Price or, if not available, (2) the price determined in good faith by the Trustee taking into account the latest available price of FMC Technologies Stock, as reported on the NYSE or such other principal national securities exchange on which FMC Technologies Stock is traded. The NAV shall be adjusted for gains or losses realized on sales of FMC Technologies Stock, appreciation or depreciation in the value of those shares owned, dividends paid on FMC Technologies Stock to the extent not used to purchase additional units of the FMC Technologies Stock Fund for affected Participants, and interest on the short-term investments held by the FMC Technologies Stock Fund, payables and receivables for pending stock trades, receivables for dividends not yet distributed, and payables for other expenses of the FMC Technologies Stock Fund, including principal obligations, if any, and expenses that, pursuant to Sponsor direction, the Trustee accrues or pays from the FMC Technologies Stock Fund.

FMC Technologies Stock shall be made on the open market in accordance with the Trustee's standard trading guidelines, as they may be amended by the Trustee from time to time, as necessary to honor exchange and withdrawal activity and to maintain the target cash percentage and drift allowance for the FMC Technologies Stock Fund, provided that:

(1) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

(2) If the Trustee is prohibited by the Securities and Exchange Commission, the NYSE or principal exchange on which FMC Technologies Stock is traded, or any other regulatory body from purchasing or selling any or all of the shares required to be purchased or sold on such day, then the Trustee shall purchase or sell such shares as soon thereafter as administratively feasible.

(1) As consideration for such brokerage services, the Sponsor agrees that NFSLLC shall be entitled to remuneration under this direction provision in an amount of no more than three and one-fifth cents ($.032) commission on each share of FMC Technologies Stock. Any change in such remuneration may be made only by a signed agreement between the Sponsor and Trustee.

(2) The Trustee will provide the Sponsor with periodic reports which summarize all securities transaction-related charges incurred with respect to trades of FMC Technologies Stock for such Plan.

(3) Any successor organization of NFSLLC, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such

transaction, become the successor broker in accordance with the terms of this direction provision.

(4) The Trustee and NFSLLC shall continue to rely on this direction provision until notified to the contrary. The Sponsor reserves the right to terminate this direction upon written notice to NFSLLC (or its successor) and the Trustee, in accordance with Section 9 of this Agreement.

(I) Subject to subparagraphs (II) and (III) below, sales of units in the FMC Technologies Stock Fund (other than for exchanges) shall be made on the date on which the Trustee receives from the Administrator in good order all information, documentation, and wire transfers of funds (if applicable), necessary to accurately effect such transactions. Exchanges of units in the FMC Technologies Stock Fund shall be made in accordance with the Exchange Guidelines attached hereto as Schedule "E."

(II) Aggregate sales of units in the FMC Technologies Stock Fund on any day shall be limited to the FMC Technologies Stock Fund's Available Liquidity for that day. In the event that the requested sales exceed the Available Liquidity, then transactions shall be processed giving precedence to distributions, and withdrawals, and otherwise on a FIFO basis, as provided in the Specified Hierarchy. So long as the FMC Technologies Stock Fund is open for such transactions, sales of units that are requested but not processed on a given day due to insufficient Available Liquidity shall be suspended until Available Liquidity is sufficient to honor such transactions in accordance with the Specified Hierarchy.

(III) The Trustee shall close the FMC Technologies Stock Fund to sales, on any date on which trading in the FMC Technologies Stock has been suspended or substantial purchase or sale orders are outstanding and cannot be executed.

ownership of FMC Technologies Stock as the issuer of FMC Technologies Stock may reasonably request in order to comply with Federal or state securities laws.

The Trustee shall furnish to the transfer agent of the issuer of FMC Technologies Stock the names, addresses and social security numbers of each Participant with a hypothetical interest in the FMC Technologies Stock Fund, and the percentages of shares hypothetically owned by each Participant as of the record date through reports and/or data tape. The issuer of FMC Technologies Stock shall be responsible for distributing proxy materials and voting instruction forms to Participants holding an interest in the FMC Technologies Stock Fund. In the event that the issuer of FMC Technologies Stock does not distribute said proxy materials and voting instruction forms to Participants holding a hypothetical interest in FMC Technologies Stock, the Sponsor shall:
(1) utilize its best efforts to timely distribute or cause to be distributed to Participants said information; and (2) upon request, provide the Trustee with a copy of any material provided to the Participants and certify to the Trustee that the materials have been mailed or otherwise sent to Participants.

Each Participant with a hypothetical interest in the FMC Technologies Stock Fund (i.e. shares which are allocated to Participant's hypothetical accounts) shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of FMC Technologies Stock reflecting such Participant's hypothetical, proportional interest in the FMC Technologies Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the voting of FMC Technologies Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of FMC Technologies Stock reflecting the Participant's hypothetical, proportional interest in the FMC Technologies Stock Fund as directed by the Participant. Except as otherwise required by law, the Trustee shall vote shares of FMC

Technologies Stock reflecting a Participant's hypothetical, proportional interest in the FMC Technologies Stock Fund for which it has received no direction from the Participant, as well as shares that are unallocated, in the same manner and in the same proportion as the total numbers of shares of FMC Technologies Stock credited to the Participants, accounts for which it has received direction from Participants.

(1) Each Participant with a hypothetical, interest in the FMC Technologies Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of FMC Technologies Stock reflecting such Participant's hypothetical, proportional interest in the FMC Technologies Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of FMC Technologies Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of FMC Technologies Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of FMC Technologies Stock reflecting a Participant's hypothetical, proportional interest in the FMC Technologies Stock Fund for which it has received no direction from the Participant.

(2) Except as otherwise required by law, the Trustee shall tender that number of shares of FMC Technologies Stock not credited to Participants' accounts in the same proportion as the total number of shares of FMC Technologies Stock credited to Participants' accounts for which it has received instructions from Participants.

(3) A direction by a Participant to the Trustee to tender shares of FMC Technologies Stock reflecting the Participant's hypothetical, proportional interest in the FMC Technologies Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. The Trustee shall credit to each hypothetical, proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of FMC Technologies Stock tendered from that interest. Pending receipt of directions (through the Administrator) from the Participant or the Sponsor,

as provided in the Plan, as to which of the remaining investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Fidelity Retirement Government Money Market Portfolio.

(4) A Participant who has directed the Trustee to tender some or all of the shares of FMC Technologies Stock reflecting the Participant's proportional interest in the FMC Technologies Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of the tendered shares reflecting the Participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of FMC Technologies Stock not credited to Participants' accounts have been tendered, the Trustee shall redetermine the number of shares of FMC Technologies Stock that would be tendered under Section 5(e)(i)(F)(II) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of FMC Technologies Stock not credited to Participants' accounts necessary to reduce the amount of tendered FMC Technologies Stock not credited to Participants' accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.

as agreed to in writing by the Sponsor and Trustee. The Sponsor shall, after consultation with the Trustee, establish and communicate to the Trustee in writing a target percentage and drift allowance for such short-term liquid investments. Subject to its ability to execute open-market trades in FMC Stock or to otherwise trade with the Sponsor, the Trustee shall be responsible for ensuring that the short-term investments held in the FMC Stock Fund falls within the agreed-upon range over time. Each Participant's hypothetical, proportional interest in the FMC Stock Fund shall be measured in units of participation, rather than shares of FMC Stock. Such units shall represent a hypothetical, proportionate interest in all of the assets of the FMC Stock Fund, which includes shares of FMC Stock, short-term investments and at times, receivables and payables (such as receivables and payables arising out of unsettled stock trades). The Trustee shall determine a daily NAV for each unit outstanding of the FMC Stock Fund. Valuation of the FMC Stock Fund shall be based upon: (1) the Closing Price or, if not available, (2) the price determined in good faith by the Trustee taking into account the latest available price of FMC Stock, as reported on the NYSE or such other principal national securities exchange on which FMC Stock is traded. The NAV shall be adjusted for gains or losses realized on sales of FMC Stock, appreciation or depreciation in the value of those shares owned, dividends paid on FMC Stock to the extent not used to purchase additional units of the FMC Stock Fund for affected Participants, and interest on the short-term investments held by the FMC Stock Fund, payables and receivables for pending stock trades, receivables for dividends not yet distributed, and payables for other expenses of the FMC Stock Fund, including principal obligations, if any, and expenses that, pursuant to Sponsor direction, the Trustee accrues or pays from the FMC Stock Fund.

(1) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

(2) If the Trustee is prohibited by the Securities and Exchange Commission, the NYSE or principal exchange on which FMC Stock is traded, or any other regulatory body from purchasing or selling any or all of the shares required to be purchased or sold on such day, then the Trustee shall purchase or sell such shares as soon thereafter as administratively feasible.

(1) As consideration for such brokerage services, the Sponsor agrees that NFSLLC shall be entitled to remuneration under this direction provision in an amount of no more than three and one-fifth cents ($.032) commission on each share of FMC Stock. Any change in such remuneration may be made only by a signed agreement between the Sponsor and Trustee.

(2) The Trustee will provide the Sponsor with periodic reports which summarize all securities transaction-related charges incurred with respect to trades of FMC

Stock for such Plan.

(3) Any successor organization of NFSLLC, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this direction provision.

(4) The Trustee and NFSLLC shall continue to rely on this direction provision until notified to the contrary. The Sponsor reserves the right to terminate this direction upon written notice to NFSLLC (or its successor) and the Trustee, in accordance with Section 9 of this Agreement.

(I) Subject to subparagraphs (II) and (III) below, purchases and sales of units in the FMC Stock Fund (other than for exchanges) shall be made on the date on which the Trustee receives from the Administrator in good order all information, documentation, and wire transfers of funds (if applicable), necessary to accurately effect such transactions. Exchanges of units in the FMC Stock Fund shall be made in accordance with the Exchange Guidelines attached hereto as Schedule "E".

(II) Aggregate sales of units in the FMC Stock Fund on any day shall be limited to the FMC Stock Fund's Available Liquidity for that day. In the event that the requested sales exceed the Available Liquidity, then transactions shall be processed giving precedence to distributions and withdrawals, and otherwise on a FIFO basis, as provided in the Specified Hierarchy. So long as the FMC Stock Fund is open for such transactions, sales of units that are requested but not processed on a given day due to insufficient Available Liquidity shall be suspended until Available Liquidity is sufficient to honor such transactions in accordance with the Specified Hierarchy.

(III) The Trustee shall close the FMC Stock Fund to sales or purchases of units, as applicable, on any date on which trading in the FMC Stock has been suspended or substantial purchase or sale orders are outstanding and cannot be executed.

of any requirement to stop purchases or sales of FMC Stock. The Trustee shall provide to the Sponsor such information on the Trust's ownership of FMC Stock as the Sponsor may reasonably request in order to comply with Federal or state securities laws.

(1) For all shares of FMC Stock, both those that are hypothetically allocated to Participants in the form of units, and those that are unallocated, the Trustee shall tender or not tender as directed by the Sponsor. Directions from the Sponsor to the Trustee concerning the tender of FMC Stock shall be communicated in writing, or by such other means as agreed upon by the Trustee and the Sponsor through the Sponsor's transfer agent.

(2) A direction by the Sponsor to the Trustee to tender shares of FMC Stock reflecting the Participant's hypothetical, proportional interest in the FMC Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. The Trustee shall credit to each hypothetical, proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of FMC Stock tendered from that interest. Pending receipt of directions (through the Sponsor) from the Participant or the Sponsor, as provided in the Plan, as to which of the remaining investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Fidelity Retirement Government Money Market Portfolio.

(i) Subject to Subsection (a) of this Section 5, to sell, exchange, convey, transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency, or propriety of any such sale or other disposition.

(ii) To cause any securities or other property held as part of the Trust to be registered in the Trustee's own name, in the name of one or more of its nominees, or in the Trustee's account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust.

(iii) To keep that portion of the Trust in cash or cash balances as the Sponsor or Administrator may, from time to time, deem to be in the best interest of the Trust.

(iv) To make, execute, acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted.

(v) With the written consent of the Sponsor, which consent shall not be unreasonably withheld, to: (1) settle, compromise, or submit to arbitration any claims, debts or damages due to or arising from the Trust; (2) commence or defend suits or legal or administrative proceedings; (3) represent the Trust in all suits and legal and administrative hearings; (4) and pay all reasonable expenses arising from any such action from the Trust, if not paid by the Sponsor.

(vi) With the written consent of the Sponsor, which consent shall not be unreasonably withheld, to: (1) employ legal, accounting, clerical, and other assistance as may be reasonably required in carrying out the provisions of this Agreement: and (2) pay their reasonable expenses and compensation from the Trust, if not paid by the Sponsor.

(vii) To do all other acts although not specifically mentioned herein, as the Trustee may deem reasonably necessary to carry out any of the foregoing powers and the purposes of the Trust.

(viii) To borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to process Plan transactions in a timely fashion, provided that the cost of borrowing shall be allocated in a reasonable fashion to the investment fund(s) in need of liquidity.

Notwithstanding any powers granted to Trustee pursuant to this Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Trustee's regular business hours, by the Administrator or any person designated by the Administrator. Upon the resignation or removal of the Trustee or the termination of this Agreement, the Trustee shall provide to the Administrator, at no expense to the Sponsor, in the format regularly provided to the Administrator which shall be machine readable, a statement of each Participant's accounts as of the resignation, removal, or termination, and the Trustee shall provide to the Administrator or the Plan's new recordkeeper such further records as are reasonable, at the Sponsor's expense.

All reasonable expenses of plan administration as shown on Schedule "B" attached hereto, as amended from time to time, shall be a charge against and paid from the appropriate plan Participants' accounts, except to the extent such amounts are paid by the Plan Sponsor in a timely manner.

All expenses of the Trustee relating directly to the acquisition and disposition of investments constituting part of the Trust, and all taxes of any kind whatsoever that may be levied or assessed under existing or future laws upon or in respect of the Trust or the income thereof, shall be a charge against and paid from the appropriate Participants' accounts.

The Trustee shall indemnify the Sponsor against, and hold the Sponsor harmless from, any and all Losses that may be incurred by, imposed upon, or asserted against the Sponsor by reason of any claim, regulatory proceeding, or litigation arising from Trustee's, its agents', affiliates' or their successors' negligence, bad faith or breach of this Agreement.

The Trustee shall indemnify the Sponsor against and hold the Sponsor harmless from any and all such Losses, that may be incurred by, imposed upon, or asserted against the Sponsor solely as a result of: (i) any defects in the investment methodology embodied in the target asset allocation or model portfolio provided through Fidelity PortfolioPlanner, except to the extent that any such Loss arises from information provided by the Participant, the Sponsor or third parties; or (ii) any prohibited transactions resulting from the provision by of Fidelity PortfolioPlanner.

(a) Trustee shall cease disbursement of funds for payment of benefits to Participants and their beneficiaries if the Sponsor is Insolvent. Sponsor shall be considered "Insolvent" for purposes of this Trust Agreement if (i) Sponsor is unable to pay its debts as they become due, or (ii) Sponsor is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) All times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Sponsor under federal and state law as set forth below.

(i) The Board of Directors and the Chief Executive Officer of the Sponsor shall have the duty to inform Trustee in writing of Sponsor's Insolvency. If a person claiming to be a creditor of the Sponsor alleges in writing to Trustee that Sponsor has become Insolvent, Trustee shall determine whether Sponsor is Insolvent and, pending such determination, Trustee shall discontinue disbursements for payment of benefits to Plan Participants or their beneficiaries.

(ii) Unless Trustee has actual knowledge of Sponsor's Insolvency, or has received notice from Sponsor or a person claiming to be a creditor alleging that Sponsor is Insolvent, Trustee shall have no duty to inquire whether Sponsor is Insolvent. Trustee may in all events rely on such evidence concerning Sponsor's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Sponsor's solvency.

(iii) If at any time Trustee has determined that Sponsor is Insolvent, Trustee shall discontinue disbursements for payments to Participants or their beneficiaries and shall hold the assets of the Trust for the benefit of Sponsor's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Participants or their beneficiaries to pursue their rights as general creditors of Sponsor with respect to benefits due under the Plan or otherwise.

(iv) Trustee shall resume disbursement for the payment of benefits to Participants or their beneficiaries in accordance with Section 4 of this Trust Agreement only after Trustee has determined that Sponsor is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to (a) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their beneficiaries by Sponsor in lieu of the payments provided for hereunder during any such period of discontinuance.

(d) Any Sponsor Stock contributed to the Trust by the Sponsor to meet any obligation of an Affiliate or the Sponsor to Plan participants who are employed by an Affiliate will be subject to the terms of this Section 14 as if the term "Affiliate" is substituted for the term "Sponsor" wherever it appears in Section 14(a) through (c).

(a) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Sponsor (the "Outstanding Sponsor Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Sponsor entitled to vote generally in the election of directors (the "Outstanding Sponsor Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Sponsor, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Sponsor, (2) any acquisition by the Sponsor, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Sponsor or any entity controlled by the Sponsor, or (4) any acquisition pursuant to a transaction which complies with Subsections (i), (ii) and (ii) of Subsection (c) of this Section 15;

(b) A change in the composition of the Board such that the individuals who, as of the effective date of this Agreement ("Effective Date"), constitute the Board (such Board will be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 15, that any individual who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election by the Sponsor's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) will be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board will not be so considered as a member of the Incumbent Board;

(c) Consummation of a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of the Sponsor, or acquisition by the Sponsor of the assets or stock of another entity ("Corporate Transaction"); excluding, however, such a Corporate Transaction pursuant to which (i) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Sponsor Common Stock and Outstanding Sponsor Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation

which as a result of such transaction owns the Sponsor or all or substantially all of the Sponsor's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Sponsor Common Stock and Outstanding Sponsor Voting Securities, as the case may be, (ii) no Person (other than the Sponsor, any employee benefit plan (or related trust) of the Sponsor or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, twenty percent (20%) or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(d) The approval by the stockholders of the Sponsor of a complete liquidation or dissolution of the Sponsor.

(a) The Trustee may provide communications and services ("Electronic Services") and/or software products ("Electronic Products") via electronic media, including, but not limited to Fidelity Plan Sponsor WebStation. The Sponsor and its agents agree to use such Electronic Services and Electronic Products only in the course of reasonable administration of or participation in the Plan and to keep confidential and not publish, copy, broadcast, retransmit, reproduce, commercially exploit or otherwise redisseminate the Electronic Products or Electronic Services or any portion thereof without the Trustee's

written consent, except, in cases where Trustee has specifically notified the Sponsor that the Electronic Products or Services are suitable for delivery to Sponsor's plan Participants, for non-commercial personal use by Participants or beneficiaries with respect to their participation in the Plan or for their other retirement planning purposes.

(b) The Sponsor shall be responsible for installing and maintaining all Electronic Products, (including any programming required to accomplish the installation) and for displaying any and all content associated with Electronic Services on its computer network and/or Intranet so that such content will appear exactly as it appears when delivered to Sponsor. All Electronic Products and Services shall be clearly identified as originating from the Trustee or its affiliate. The Sponsor shall promptly remove Electronic Products or Services from its computer network and/or Intranet, or replace the Electronic Products or Services with updated products or services provided by the Trustee, upon written notification (including written notification via facsimile) by the Trustee.

(c) All Electronic Products shall be provided to the Sponsor without any express or implied legal warranties or acceptance of legal liability by the Trustee, and all Electronic Services shall be provided to the Sponsor without acceptance of legal liability related to or arising out of the electronic nature of the delivery or provision of such Services. Except as otherwise stated in this Agreement, no rights are conveyed to any property, intellectual or tangible, associated with the contents of the Electronic Products or Services and related material. The Trustee hereby grants to the Sponsor a non-exclusive, non-transferable revocable right and license to use the Electronic Products and Services in accordance with the terms and conditions of this Agreement.

(d) To the extent that any Electronic Products or Services utilize Internet services to transport data or communications, the Trustee will take, and Sponsor agrees to follow, reasonable security precautions, however, the Trustee disclaims any liability for interception of any such data or communications. The Trustee reserves the right not to accept data or communications transmitted via electronic media by the Sponsor or a third party if it determines that the media does not provide adequate data security, or if it is not administratively feasible for the Trustee to use the data security provided. The Trustee shall not be responsible for, and makes no warranties regarding access, speed or availability of Internet or network services, or any other service required for electronic communication. The Trustee shall not be responsible for any loss or damage related to or resulting from any changes or modifications made by the Sponsor without direction from the Trustee to the Electronic Products or Services after delivering it to the Sponsor.

laws of the Commonwealth of Massachusetts, except to the extent those laws are superseded under section 514 of ERISA.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

FMC CORPORATION

Attest:    /s/ Lori A. Lenard          By:   /s/ Michael W. Murray
           ---------------------             ----------------------------
           Assistant Secretary               Vice President


                                             FIDELITY MANAGEMENT TRUST
                                             COMPANY



Attest:    /s/ Douglas O. Kent         By:   /s/ Carolyn Redden
           ---------------------             ----------------------------
           Assistant Clerk                   Vice President

Schedule "A"

* The Trustee will provide only the recordkeeping and administrative services set forth on this Schedule "A" and no others.

* Establishment and maintenance of Participant account and election percentages.

* Maintenance of the following Plan investment options:
- Fidelity Puritan Fund
- Fidelity Magellan Fund
- Fidelity Capital & Income Fund
- Fidelity Blue Chip Growth Fund
- Fidelity Diversified International Fund
- Fidelity Freedom Income Fund
- Fidelity Freedom 2000 Fund
- Fidelity Freedom 2010 Fund
- Fidelity Freedom 2020 Fund
- Fidelity Freedom 2030 Fund
- Fidelity Freedom 2040 Fund
- Fidelity Retirement Government Money Market Portfolio
- Fidelity Spartan U.S. Equity Index Fund
- Fidelity U.S. Bond Index Fund
- PIMCO Total Return Fund (Institutional Shares)
- Sequoia Fund, Inc.
- Clipper Fund
- Mutual Qualified Fund (Class Z)
- MAS Mid-Cap Growth Fund (Institutional Class)
- FMC Corporation Stock Fund (defined herein as "FMC Stock Fund")
- FMC Technologies, Inc. Stock Fund (defined herein as "FMC Technologies Stock Fund") (available as an investment option as of Spin-Off Date; frozen to contributions and exchanges in after the Sponsor distributes its interest in FMC Technologies, Inc.)

* Maintenance of the following money classifications:
- Basic
- Supplemental
- Co Match-Deferred Comp.
- Basic pre-tax
- Supplemental pre-tax
- Company Match
- Supplemental Base Sal. (class year accounting)
- Supplemental Bonus (class year accounting)

* Processing of Mutual Fund trades and Sponsor Stock.
* Maintain and process changes to Participants' prospective investment mix elections.
* Process exchanges between investment options on a daily basis.

* Provide monthly processing consolidated payroll contribution data via a consolidated magnetic tape.
* Provide monthly reconciliation and processing of Participant withdrawal requests as approved and directed by the Sponsor.

* Prepare, reconcile and deliver a monthly Trial Balance Report presenting all money classes and investments. This report is based on the market value as of the last business day of the month. The report will be delivered not later than thirty (30) days after the end of each month in the absence of unusual circumstances.
* Prepare, reconcile and deliver a Quarterly Administrative Report presenting both on a Participant and a total plan basis all money classes, investment positions and a summary of all activity of the Participant and plan as of the last business day of the quarter. The report will be delivered not later than thirty (30) days after the end of each quarter in the absence of unusual circumstances.
* Provide such other reports as mutually agreed upon by the parties.
* Provide Participants with the opportunity to generate electronic statements via NetBenefits for activity during the requested time period. Upon Participant request, Fidelity will provide paper statements via first class mail.
* Provide monthly trial balance.
* Prepare and mail to the Participant, a confirmation of the transactions exchanges and changes to investment mix elections within five (5) business days of the Participants instructions.
* Provide access to Plan Sponsor Webstation (PSW). PSW is a graphical, Windows-based application that provides current Plan and Participant-level information, including indicative data, account balances, activity and history.
* Provide Mutual Fund tax reporting (Forms 1099 Div. and 1099-B) to the Sponsor.
* Provide federal and state tax reporting and withholding on benefit payments made to Participants and beneficiaries in accordance with Section 4 of this Agreement.

* Provide employee communications describing available investment options, including multimedia informational materials and group presentations.
* Fidelity PortfolioPlanner (SM), an internet-based educational service for Participants that generates target asset allocations and model portfolios customized to investment options in the Plan(s) based upon methodology provided by Strategic Advisers, Inc., an affiliate of the Trustee. The Sponsor acknowledges that it has received the ADV Part II for Strategic Advisers, Inc. more than 48 hours prior to executing the Trust.

                                  Schedule "B"

                                      Fees
                                      ----

--------------------------------------------------------------------------------
Annual Participant Fee:                  $25.00 per participant billed and paid
                                         by the Sponsor to Trustee quarterly.
                                         This fee will be imposed pro rata for
                                         each calendar quarter or any part
                                         thereof, that it remains necessary to
                                         keep a participant's account(s) as part
                                         of the Plan's records, e.g. vested,
                                         deferred, forfeiture and terminated
                                         Participants who must remain on file
                                         through calendar year-end for reporting
                                         purposes.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Plan Sponsor Webstation (PSW)            Three User IDs provided free of charge.
                                         Additional IDs available upon request.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Non-Fidelity Mutual Funds                Clipper Fund:  .25% service fee*
                                         Sequoia Fund:  0% service fee**
                                         MAS Mid Cap Growth Fund (Administrative
                                         Class): .35% service fee
                                         PIMCO Total Return Fund (Administrative
                                         Class): .25% service fee
                                         Mutual Qualified (Z Class): 0% service
                                         fee

                                         All such fees shall be paid directly to
                                         Trustee by each Non-Fidelity Mutual
                                         Fund vendor.

                                         *To the extent Clipper has not agreed
                                         to this fee schedule, any resulting
                                         loss in service fees to Trustee shall
                                         be made up by a corresponding increase
                                         in the Trustee's fees.

                                         **To the extent Sequoia agrees to a fee
                                         schedule, any resulting increase in
                                         service fees to Trustee shall be offset
                                         by a corresponding reduction in the
                                         Trustee's fees.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stock Administration Fee                 To the extent that assets are invested
                                         in the FMC Technologies Stock Fund
                                         and/or the FMC Stock Fund, .10% of such
                                         assets in the Trust payable by the
                                         Sponsor to the Trustee pro rata
                                         quarterly on the basis of such assets
                                         as of the calendar quarter's last
                                         valuation date, but no less than
                                         $10,000 and no greater than $20,000 for
                                         both funds.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Fees                               Separate charges for extraordinary
                                         expenses resulting from large numbers
                                         of simultaneous manual transactions;
                                         from errors not caused by Fidelity;
                                         reports not contemplated in this
                                         Agreement and extraordinary expenses
                                         resulting from Sponsor's corporate
                                         actions. The Administrator may provide
                                         the Trustee with written direction to
                                         deduct administrative fees from the
                                         Trust.

                                         All Communications will be fee for
                                         service, other than Stages and postage
                                         for literature fulfillment and
                                         quarterly statements.
--------------------------------------------------------------------------------

Schedule "C"

AUTHORIZED SIGNERS (ADMINISTRATOR)

[FMC Corporation Letterhead]

September 28, 2001

Ms. Roberta Coen
Fidelity Investments Institutional Operations Company 82 Devonshire Street, MM3H
Boston, Massachusetts 02109

*** NOTE: This schedule should contain names and signatures for ALL individuals who will be providing directions to Fidelity representatives in connection with the Plan.

Fidelity representatives will be unable to accept directions from any individual whose name does not appear on this schedule.***

Dear Ms. Coen:

This letter is sent to you in accordance with Section 8(b) of the Trust Agreement, dated as of September 28, 2001, between FMC Corporation and Fidelity Management Trust Company. We hereby designate W. Kim Foster, Kenneth R. Garrett and David J. Kostelansky as the individuals who may provide directions upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth below and certified to be such.

You may rely upon each designation and certification set forth in this letter until we deliver to you written notice of the termination of authority of a designated individual.

Very truly yours,

                                              By: /s/ Michael W. Murray
                                                  ---------------------
                                              Secretary, Compensation and
                                              Organization Committee of the
                                              Board of Directors

/s/ W. Kim Foster
-------------------------
W. Kim Foster


/s/ Kenneth R. Garrett
-------------------------
Kenneth R. Garrett


/s/ David J. Kostelansky
-------------------------
David J. Kostelansky

Schedule "D"

The Fund Vendor shall send via regular mail to FIIOC transaction confirms for all daily activity in each of the Funds. The Fund Vendor shall also send via regular mail to FIIOC, but no later than the fifth Business Day following calendar month close, a monthly statement for each Fund. FIIOC agrees to notify the Fund Vendor of any balance discrepancies within twenty (20) Business Days of receipt of the monthly statement.

For purposes of wire transfers, FIIOC shall transmit a daily wire for aggregate purchase activity and the Fund Vendor shall transmit a daily wire for aggregate redemption activity, in each case including all activity across all Funds occurring on the same day.

Schedule "E"

The following exchange procedures are currently employed by FIIOC.

Exchange hours, via a Fidelity Participant service representative, are 8:30 a.m. (ET) to 12:00 midnight (ET) on each Business Day.

Exchanges via the Internet may be made virtually 24 hours a day.

Exchanges via VRS may be made virtually 24 hours a day.

FIIOC reserves the right to change these Exchange Guidelines at its discretion.

Note: The NYSE's normal closing time is 4:00 p.m. (ET); in the event the NYSE alters its closing time, all references below to 4:00 p.m. (ET) shall mean the NYSE closing time as altered.

Participants may call on any business day to exchange between the Mutual Funds. If the request is confirmed before 4:00 p.m. (ET), it will receive that day's trade date. Requests confirmed after 4:00 p.m. (ET) will be processed on a next business day basis.

In accordance with Schedule "F", the following rules will govern exchanges:

Exchanges into the FMC Technologies Stock Fund are prohibited.

Participants may contact Fidelity on any day to exchange from the FMC Technologies Stock Fund into a Mutual Fund. If Fidelity receives the request before the close of the market (generally 4:00 p.m. ET) on any Business Day and Available Liquidity is sufficient to honor the trade after Specified Hierarchy rules are applied, it will receive that day's trade date. Requests received by Fidelity after the close of the market on any Business Day (or on any day other than a Business Day) will be processed on a next Business Day basis, subject to Available Liquidity for such day after application of Specified Hierarchy rules. If Available Liquidity on any day is insufficient to honor the trade after application of Specified Hierarchy rules, it will be suspended until Available Liquidity is sufficient, after application of Specified Hierarchy rules, to honor such trade, and it will receive the trade date and Closing Price of the date on which it was

processed.

In accordance with Schedule "G", the following rules will govern exchanges:

Participants may contact Fidelity on any day to exchange from Mutual Funds, or the stable value fund into the FMC Stock Fund. If the request is confirmed before the close of the market (generally 4:00 p.m. ET) on a Business Day, it will receive that day's trade date. Requests confirmed after the close of the market on a business day (or on any day other than a business day) will be processed on a next Business Day Basis.

Participants may contact Fidelity on any day to exchange from the FMC Stock Fund into a Mutual Fund. If Fidelity receives the request before the close of the market (generally 4:00 p.m. ET) on any Business Day and Available Liquidity is sufficient to honor the trade after Specified Hierarchy rules are applied, it will receive that day's trade date. Requests received by Fidelity after the close of the market on any Business Day (or on any day other than a Business Day) will be processed on a next Business Day basis, subject to Available Liquidity for such day after application of Specified Hierarchy rules. If Available Liquidity on any day is insufficient to honor the trade after application of Specified Hierarchy rules, it will be suspended until Available Liquidity is sufficient, after application of Specified Hierarchy rules, to honor such trade, and it will receive the trade date and Closing Price of the date on which it was processed.

Schedule "F"

The following procedures shall govern sales of units of the FMC Technologies Stock Fund requested for a day on which Available Liquidity is insufficient:

1. Withdrawals and distributions will be aggregated and placed first in the hierarchy. If Available Liquidity is sufficient for the aggregate of such transactions, all such withdrawals and distributions will be honored. If Available Liquidity is not sufficient for the aggregate of such transactions, then such transactions will be suspended, and no transactions requiring a sale of FMC Technologies Stock Fund units shall be honored for that day.

2. If Available Liquidity has not been exhausted by the aggregate of withdrawals and distributions, then all remaining transactions involving a sale of units in the FMC Technologies Stock Fund (exchanges out) shall be grouped on the basis of when such requests were received, in accordance with standard procedures maintained by the Trustee for such grouping as they may be amended from time to time. To the extent of Available Liquidity, groups of exchanges out of the FMC Technologies Stock Fund shall be honored, by group, on a "first in, first out" basis. If Available Liquidity is insufficient to honor all exchanges out within a group, then none of the exchanges out in such group shall be honored, and no exchanges out in a later group shall be honored.

3. Transactions not honored on a particular day due to insufficient Available Liquidity shall be honored, using the hierarchy specified above, on the next business day on which there is Available Liquidity.

Schedule "G"

The following procedures shall govern sales of units of the FMC Stock Fund requested for a day on which Available Liquidity is insufficient:

1. Withdrawals and distributions will be aggregated and placed first in the hierarchy. If Available Liquidity is sufficient for the aggregate of such transactions, all such withdrawals and distributions will be honored. If Available Liquidity is not sufficient for the aggregate of such transactions, then such transactions will be suspended, and no transactions requiring a sale of FMC Stock Fund units shall be honored for that day.

2. If Available Liquidity has not been exhausted by the aggregate of withdrawals and distributions, then all remaining transactions involving a sale of units in the FMC Stock Fund (exchanges out) shall be grouped on the basis of when such requests were received, in accordance with standard procedures maintained by the Trustee for such grouping as they may be amended from time to time. To the extent of Available Liquidity, groups of exchanges out of the FMC Stock Fund shall be honored, by group, on a "first in, first out" basis. If Available Liquidity is insufficient to honor all exchanges out within a group, then none of the exchanges out in such group shall be honored, and no exchanges out in a later group shall be honored.

3. Transactions not honored on a particular day due to insufficient Available Liquidity shall be honored, using the hierarchy specified above, on the next business day on which there is Available Liquidity.

Schedule "H"

INVESTMENT DIRECTION

[FMC Corporation Letterhead]

John M. Kimpel, Esq.
Vice President and Pension Counsel
Fidelity Investments
82 Devonshire Street, F7A
Boston, MA 02109

Re: Investment Instructions for FMC Corporation Nonqualified Savings and Investment Plan

Dear Mr. Kimpel:

The Participants under the FMC Corporation Nonqualified Savings And Investment Plan ("Plan") have the right to direct the investment of their Plan account in hypothetical investment options, which are currently based on the FMC Corporation Stock Fund, the FMC Technologies Stock Fund, a number of registered investment companies advised by Fidelity Management & Research Company ("Fidelity Mutual Funds") and certain investment companies not advised by Fidelity Management & Research Company ("Non-Fidelity Mutual Funds"). Fidelity Management Trust Company has agreed pursuant to a Trust Agreement with FMC Corporation dated September 28, 2001, to receive such Participant directions.

The Sponsor hereby directs the Trustee to invest funds contributed to the rabbi trust in a manner which corresponds directly to elections made by Participants under the Plan.

This procedure will remain in effect until a revised instruction letter is provided by the Sponsor and accepted by the Trustee.

Sincerely,

/s/ Michael W. Murray
-----------------------------------
Secretary,
Compensation and Organization Committee
Of Board of Directors

Exhibit 10.10

The Board believes it is imperative that, if the Company receives any proposals from a third person concerning a possible business combination with the Company or the acquisition of the Company's equity securities, both the Company and the Board be able to rely upon key executives to continue in their positions and to be available for advice, without concern that those individuals might be distracted by their own personal financial situations and the risks to themselves created by the proposal.

If the Company receives any such proposal, key executives will be called upon to assist in assessing the proposal, to advise management and the Board regarding whether the proposal is in the best interest of the Company and its stockholders, and to take such other actions as the Board might deem appropriate.

a. the Chairman of the Board;

b. the President, the Executive Vice Presidents, and the Senior Vice Presidents of the Company;

c. the Group and Regional Managers of the Company;

d. other officers of the Company, except Assistant Secretaries and Assistant Treasurers;

e. Division Managers of the Company; and

f. other key executives of the Company and its Affiliates who are from time to time named as Participants by the Committee in its sole discretion.

A Participant will cease to be a Participant if and when the Committee determines he or she should no longer be a Participant. The Committee will not determine that a Participant has ceased to be a Participant during any period that the Company knows a Person has taken steps reasonably calculated to effect a Change in Control, and before the Board has determined that

that Person has abandoned or terminated its efforts to effect a Change in Control. The decision of the Board that a Person has abandoned or terminated its efforts to effect a Change in Control will be conclusive and binding on all Participants.

(1) An acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (i) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (iv) any acquisition pursuant to a transaction which complies with Subsections (A), (B) and (C) of Subsection (3) of this Section 4d;

(2) A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Board will be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 4(d), that any individual who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) will be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board will not be so considered as a member of the Incumbent Board;

(3) Consummation of a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of the Company or acquisition by the Company of the assets or stock of another entity ("Corporate Transaction"); excluding, however, such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, twenty percent (20%) or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(4) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

III Participants, and any other employees of the Company or an Affiliate designated by the Committee as Tier III Participants.

distribution or any part of it to any other person or institution then contributing toward or providing for the care and maintenance of the person entitled to the distribution. Any payment pursuant to the preceding payment will be a payment for the account of the person entitled to it, and a complete discharge of the Company, the Committee, their delegates and the Plan from any liability for the payment.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed in its name and behalf on this 1/st/ day of May, 2001.

FMC CORPORATION

By: /s/ Michael W. Murray
    ---------------------------------

Its: Vice President - Human Resources
     --------------------------------

Exhibit 10.10 (a)

FMC CORPORATION
EXECUTIVE SEVERANCE
GRANTOR TRUST AGREEMENT

This Grantor Trust Agreement (the "Trust Agreement") is made this 31st day of July 2001 by and between FMC CORPORATION ("the Company") and WACHOVIA BANK, N.A. ("the Trustee").

(a) WHEREAS, the Company has adopted the FMC Corporation Executive Severance Plan and certain executive severance Agreements (the "Arrangements");

(b) WHEREAS, the Company has incurred or expects to incur liability under the terms of such Arrangements with respect to the individuals participating in such Arrangements (the "Participants and Beneficiaries");

(c) WHEREAS, the Company has previously established a grantor trust effective April 14, 1999 (the "Prior Trust") for such Arrangements and wishes by this Trust (the "Trust") to amend and restate such Prior Trust and shall contribute to the Trust assets that shall be held therein, subject to the claims of the Company's creditors in the event of the Company's Insolvency, and subject to the claims of a Subsidiary's creditors in the event of the Subsidiary's Insolvency to the extent the Trust assets were contributed on behalf of such Subsidiary's employees, until paid to Participants and their Beneficiaries in such manner and at such times as specified in the Arrangements and in this Trust Agreement;

(d) WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Arrangements as unfunded plans maintained for the purpose of providing executive severance benefits for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and

(e) WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds (the "Fund") to assist it in satisfying its liabilities under the Arrangements.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

(a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(b) The Company shall be considered a Grantor for the purposes of the Trust.

(c) The Trust hereby established is revocable by the Company; it shall become irrevocable upon a Potential Change in Control or Change in Control, as defined herein (except as may otherwise be provided by this Trust Agreement); provided however, in the event that no Change in Control occurs within one year of a Potential Change in Control, this Trust shall again become revocable until a Potential Change in Control or Change in Control should occur.

(d) The Company hereby deposits with the Trustee in the Trust one-thousand dollars and zero cents ($1,000.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.

(e) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, and subject to a Subsidiary's creditors in the event of the Subsidiary's Insolvency to the extent the Trust assets were contributed to the Trust on behalf of the Subsidiary's employees.

(f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change in Control, neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits.

(g) As soon as practicable after the Company has knowledge that a Change in Control is imminent, but no later than the last business day immediately preceding the date of the Change in Control, the Company shall make a contribution to the Trust in an amount equal to the Required Funding Amount as defined by this Trust less any assets held by the Trust. At least each six months after the occurrence of a Change in Control, the Company shall make a contribution in the amount, if any, by which the Required Funding Amount exceeds the value of assets held by the Trust.

(a) Prior to a Change in Control, the Trustee shall make distributions from the Trust to Participants and Beneficiaries at the direction of the Company. Prior to a Change in Control, the entitlement of a Participant or his or her Beneficiaries to benefits under the Arrangements shall be determined as provided by the Arrangements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Arrangements.

(b) The Company may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Arrangements, the Company shall make the balance of each such payment as it falls due in accordance with the Arrangements. The Trustee shall notify the Company where principal and earnings are not sufficient. Nothing in this Agreement shall relieve the Company of its liabilities to pay benefits due under the Arrangements except to the extent such liabilities are met by application of assets of the Trust.

(c) After a Potential Change in Control and before a Change in Control, the Company shall deliver to the Trustee a schedule of benefits due under the Arrangements. After a Change in Control, the Company shall continue to make the determination of benefits due to Participants or their Beneficiaries and shall provide the Trustee with an updated schedule of benefits due; provided however, a Participant or their Beneficiaries may make application to the Trustee for an independent decision as to the amount or form of their benefits due under the Arrangements. The Trustee shall notify the Company of any such appeal and the Company shall be permitted to provide the Trustee with any information the Company wishes the Trustee to consider in making a determination pursuant to this Section. In making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the Participant's or Beneficiary's entitlement to a payment hereunder. In making its determination, the Trustee may consult with and make such inquiries of such persons, including the Participant or Beneficiary, the Company, legal counsel, actuaries or other persons, as the Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in arriving at its determination shall be reimbursed by the Company and, to the extent not paid by the Company within a reasonable time, shall be charged to the Trust. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made.

(d) In the event any Participant or his or her Beneficiary is determined to be subject to federal income tax on any amount to the credit of his or her account under any Arrangement prior to the time of payment hereunder, whether or not due to the establishment of or contributions to this Trust, a portion of such taxable amount equal to

the federal, state and local taxes (excluding any interest or penalties) owed on such taxable amount, shall be distributed by the Trustee as soon thereafter as practicable to such Participant or Beneficiary. For these purposes, a Participant or Beneficiary shall be deemed to pay state and local taxes at the highest marginal rate of taxation in the state in which the Participant resides or is employed (or both) where a tax is imposed and federal income taxes at the highest marginal rate of taxation, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any distributions from the Fund to a Participant or Beneficiary under this Section 2(d) shall be applied to reduce the Company liabilities to such Participant and/or Beneficiary under the applicable Arrangement with such reductions to be made on a pro-rata basis over the term of benefit payments under the Arrangement

(e) The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the Trust following a Change in Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make payments pursuant to the terms of the Arrangements.

(a) The Trustee shall cease payment of benefits to Participants and their Beneficiaries if the Company is Insolvent or a Subsidiary is Insolvent to the extent the Trust assets were contributed on behalf of the Subsidiary's employees. The Company and/or a Subsidiary shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company and/or a Subsidiary is unable to pay its debts as they become due, or (ii) the Company and/or a Subsidiary is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company and/or a Subsidiary under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of the Company, or in the case of a Subsidiary, the President of the Subsidiary shall have the duty to inform the Trustee in writing that the Company and/or a Subsidiary is Insolvent. If a person claiming to be a creditor of the Company and/or a Subsidiary alleges in writing to the Trustee that the Company and/or a Subsidiary has become Insolvent, the Trustee shall determine whether the Company and/or a Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to Participants or their Beneficiaries.

(2) Unless the Trustee has actual knowledge that the Company and/or a Subsidiary is Insolvent, or has received notice from the Company and/or a Subsidiary or a person claiming to be a creditor alleging that the Company's and/or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company and/or a Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's and/or a Subsidiary's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's and/or a Subsidiary's solvency.

(3) If at any time the Trustee has determined that the Company and/or a Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants or their Beneficiaries and shall hold the assets of the Trust for the benefit of the Company's general creditors and shall hold the assets of the Trust to the extent contributed on behalf of the employees of a Subsidiary for the benefit of the Subsidiary's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Company and/or a Subsidiary with respect to benefits due under the Arrangements or otherwise.

(4) The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the Company and/or a Subsidiary is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Arrangements for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company and/or a Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance.

(d) The Insolvency of a Subsidiary shall not, in and of itself, cause the Company or any other Subsidiary participating in this Trust to be Insolvent. However, any assets attributable to such Insolvent Subsidiary held by this Trust shall be held for the benefit of the Insolvent Subsdiary's general creditors.

(a) If there are not sufficient assets for the payment of current and expected future benefits pursuant to Section 2 or Section 3(c) hereof and the Company does not otherwise make such payments within a reasonable time after demand from the Trustee, the Trustee shall allocate the Trust assets among the Participants or their Beneficiaries in a pro rata manner with respect to the total present value of benefits expected for each Participant or Beneficiary.

(b) Upon receipt of a contribution from the Company necessary to make up for a shortfall in the payments due, the Trustee shall resume payments to all the Participants and Beneficiaries under the Arrangements. In addition to the normally scheduled payments due under the Arrangements, the Trustee shall make a payment to the Participants and Beneficiaries, as soon as is practicable following the Company's contribution equal to the amount by which any payment was reduced during the period for which the Trustee made payments under Section 4(a). Following a Change in Control, the Trustee shall have the right and duty to compel a contribution to the Trust from the Company to make-up for any shortfall.

Except as provided in Section 3 hereof, after the Trust has become irrevocable, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Participants and their Beneficiaries pursuant to the terms of the Arrangements. Following payment of all benefits due under the Arrangements and any remaining fees and expenses, the Trustee shall return any amounts remaining in the Trust to the Company.

(a) The Trustee shall not be liable in discharging its duties hereunder, including without limitation its duty to invest and reinvest the Fund, if it acts for the exclusive benefit of the Participants and their Beneficiaries, in good faith and as a prudent person would act in accomplishing a similar task and in accordance with the terms of this Trust Agreement and any applicable federal or state laws, rules or regulations.

(b) Subject to investment guidelines agreed to in writing from time to time by the Company and the Trustee prior to a Change in Control and Section
6(c), the Trustee shall have the power in investing and reinvesting the Fund in its sole discretion:

(1) To invest and reinvest in any readily marketable common and preferred stocks, bonds, notes, debentures (including convertible stocks and securities but not including any stock or security of the Trustee other than a de minimus amount held in a mutual fund), certificates of deposit or demand or time deposits (including any such deposits with the Trustee) and shares of investment companies and mutual funds, without being limited to the classes or property in which the Trustees are authorized to invest by any law or any rule of court of any

state and without regard to the proportion any such property may bear to the entire amount of the Fund;

(2) To invest and reinvest all or any portion of the Fund collectively through the medium of any proprietary mutual fund that may be established and maintained by the Trustee;

(3) To commingle for investment purposes all or any portion of the Fund with assets of any other similar trust or trusts established by the Company with the Trustee for the purpose of safeguarding deferred compensation, retirement income or severance benefits of its employees and/or directors;

(4) To retain any property at any time received by the Trustee;

(5) To sell or exchange any property held by it at public or private sale, for cash or on credit, to grant and exercise options for the purchase or exchange thereof, to exercise all conversion or subscription rights pertaining to any such property and to enter into any covenant or agreement to purchase any property in the future;

(6) To participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan relating to property held by it and to consent to or oppose any such plan or any action thereunder or any contract, lease, mortgage, purchase, sale or other action by any person;

(7) To deposit any property held by it with any protective, reorganization or similar committee, to delegate discretionary power thereto, and to pay part of the expenses and compensation thereof any assessments levied with respect to any such property to be deposited;

(8) To extend the time of payment of any obligation held by it;

(9) To hold uninvested any moneys received by it, without liability for interest thereon, but only in anticipation of payments due for investments, reinvestments, expenses or disbursements;

(10) To exercise all voting or other rights with respect to any property held by it and to grant proxies, discretionary or otherwise;

(11) For the purposes of the Trust, to borrow money from others, to issue its promissory note or notes therefor, and to secure the repayment thereof by pledging any property held by it;

(12) Upon prior notice, to employ suitable contractors and counsel, who may be counsel to the Company or to the Trustee, and to pay their reasonable expenses and compensation from the Fund to the extent not paid by the Company;

(13) To register investments in its own name or in the name of a nominee; to hold any investment in bearer form; and to combine certificates representing securities with certificates of the same issue held by it in other fiduciary capacities or to deposit or to arrange for the deposit of such securities with any depository, even though, when so deposited, such securities may be held in the name of the nominee of such depository with other securities deposited therewith by other persons, or to deposit or to arrange for the deposit of any securities issued or guaranteed by the United States government, or any agency or instrumentality thereof, including securities evidenced by book entries rather than by certificates, with the United States Department of the Treasury or a Federal Reserve Bank, even though, when so deposited, such securities may not be held separate from securities deposited therein by other persons; provided, however, that no securities held in the Fund shall be deposited with the United States Department of the Treasury or a Federal Reserve Bank or other depository in the same account as any individual property of the Trustee, and provided, further, that the books and records of the Trustee shall at all times show that all such securities are part of the Trust Fund;

(14) To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, respectively, to commence or defend suits or legal proceedings to protect any interest of the Trust, and to represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal; provided, however, that the Trustee shall not be required to take any such action unless it shall have been indemnified by the Company to its reasonable satisfaction against liability or expenses it might incur therefrom;

(15) To hold and retain policies of life insurance, annuity contracts, and other property of any kind which policies are contributed to the Trust by the Company or any subsidiary of the Company or are purchased by the Trustee;

(16) To hold any other class of assets which may be contributed by the Company and that is deemed reasonable by the Trustee, unless expressly prohibited herein:

(17) To loan any securities at any time held by it to brokers or dealers upon such security as may be deemed advisable, and during the terms of any such loan to permit the loaned securities to be transferred into the name of and voted by the borrower or others; and

(18) Generally, to do all acts, whether or not expressly authorized, that the Trustee may deem necessary or desirable for the protection of the Fund.

(c) Prior to a Change in Control, the Company shall have the right, subject to this Section to direct the Trustee with respect to investments.

(1) The Company may at any time direct the Trustee to segregate all or a portion of the Fund in a separate investment account or accounts and may appoint one or more investment managers including itself and to direct the investment and

reinvestment of each such investment account or accounts. In such event, the Company shall notify the Trustee of the appointment of each such investment manager.

(2) Thereafter (until a Change in Control), the Trustee shall make every sale or investment with respect to such investment account as directed in writing by the investment manager(s). It shall be the duty of the Trustee to act strictly in accordance with each direction. The Trustee shall be under no duty to question any such direction of the investment manager, to review any securities or other property held in such investment account or accounts acquired by it pursuant to such directions or to make any recommendations to the investment manager(s) with respect to such securities or other property.

(3) Notwithstanding the foregoing, the Trustee, without obtaining prior approval or direction from an investment manager, shall invest cash balances held by it from time to time in short term cash equivalents including, but not limited to, through the medium of any short term common, collective or commingled trust fund established and maintained by the Trustee subject to the instrument establishing such trust fund, U.S. Treasury Bills, commercial paper (including such forms of commercial paper as may be available through the Trustee's Trust Department), certificates of deposit (including certificates issued by the Trustee in its separate corporate capacity), and similar type securities, with a maturity not to exceed one year; and, furthermore, sell such short term investments as may be necessary to carry out the instructions of an investment manager regarding more permanent type investment and directed distributions.

(4) The Trustee shall neither be liable nor responsible for any loss resulting to the Fund by reason of any sale or purchase of an investment directed by an investment manager nor by reason of the failure to take any action with respect to any investment which was acquired pursuant to any such direction in the absence of further directions of such investment manager.

(5) Notwithstanding anything in this Agreement to the contrary, the Trustee shall be indemnified and saved harmless by the Company from and against any and all personal liability to which the Trustee may be subjected by carrying out any directions of an investment manager or the Company issued pursuant hereto or for failure to act in the absence of directions of the investment manager or the Company including all expenses reasonably incurred in its defense in the event the Company fails to provide such defense; provided, however, the Trustee shall not be so indemnified if it participates knowingly in, or knowingly undertakes to conceal, an act or omission of an investment manager or the Company, having actual knowledge that such act or omission is a breach of a fiduciary duty; provided further, however, that the Trustee shall not be deemed to have knowingly participated in or knowingly undertaken to conceal an act or omission of an investment manager or the Company with knowledge that such act or omission was a breach of fiduciary duty by merely complying with directions of

an investment manager or the Company or for failure to act in the absence of directions of an investment manager or the Company. The Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued by the investment manager or the Company which the Trustee reasonably believes to be genuine and to have been issued by the investment manager or the Company. The Trustee shall not be charged with knowledge of the termination of the appointment of any investment manager until it receives written notice thereof from the Company.

(6) The Company may direct the Trustee as to how to vote any Company stock held by the Trust.

(d) Following a Change in Control, the Trustee shall have the sole and absolute discretion in the management of the Trust assets and shall have all the powers set forth under Section 6(b). In investing the Trust assets, the Trustee shall consider.

(1) the needs of the Arrangements;

(2) the need for matching of Trust assets with the liabilities of the Arrangements; and

(3) the duty of the Trustee to act solely in the best interest of the Participants and their Beneficiaries.

(e) The Trustee shall have the right, in its sole discretion, to delegate its investment responsibility to an investment manager who may be an affiliate to the Trustee. In the event the Trustee shall exercise this right, the Trustee shall remain, at all times responsible for the acts of an investment manager. The Trustee shall have the right to purchase an insurance policy or an annuity to fund the benefits of the Arrangements.

(f) The Company shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity; provided, however, that, following a Change in Control, no such substitution shall be permitted unless the Trustee determines that the fair market values of the substituted assets are equal.

(g) Prior to a Change in Control, the Company shall have the right to contribute to the Trust common stock of the Company ("Company Stock"). To the extent that Company Stock is contributed to the Trust, it shall be held by the Trustee pursuant to this Section 6(g).

(h) Execution of Purchases and Sales.

(1) Transactions. Purchases and sales of Company Stock shall be made on the date on which the Trustee receives from the Company in good order all information and documentation necessary to accurately effect such purchases and sales (or, in the case of purchases, the subsequent date on which the Trustee has received a wire transfer of the

funds necessary to make such purchases). Purchases and sales of Company Stock for the Stock Fund shall be made on the open market as necessary unless the following applies:

(i) The Trustee is unable to determine the number of shares required to be purchased or sold on such day; or

(ii) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

(iii) If the Trustee is prohibited by the Securities and Exchange Commission, the New York Stock Exchange, or any other regulatory body form purchasing or selling any or all of the shares required to be purchased or sold on such days.

In the event of the occurrence of the circumstances described in
(i), (ii) or (iii) above, the Trustee shall purchase or sell such shares as soon as possible thereafter and shall determine the price of such purchases or sales to be the average purchase or sales price of all such shares purchased or sold, respectively. The Trustee may follow written directions from the Company to deviate from the above purchase and sale procedures.

(1) Use of an Affiliated Broker. The Company hereby directs the Trustee to use Wachovia Securities, Inc. (WSI) to provide brokerage services in connection with any purchase or sale of Company Stock subject to the requirement that the Trustee take all reasonable steps to assure that the Trust receives best execution on any transaction. The provision of brokerage services shall be subject to the following:

(i) To the extent such services are utilized, as consideration for such brokerage services, the Company agrees that WSI shall be entitled to remuneration under the authorization provision in accordance with its normal fee schedule.

(ii) Any successor organization of WSI, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this authorization provision.

(iii) The Trustee and WSI shall continue to rely on this authorization provision until notified to the contrary. The Company reserves the right to terminate this authorization upon sixty (60) days written notice to WSI (or its successor) and the Trustee.

(2) Securities Law Reports. The Company shall be responsible for filing all reports required under Federal or state securities laws with respect to the

Trust's ownership of Company Stock, including, without limitation, any reports required under section 13 or 16 of the Securities Exchange Act of 1934, and shall immediately notify the Trustee in writing of any requirement to stop purchases or sales of Company Stock pending the filing of any report. The Company shall be responsible for the registration of any Plan interests required under Federal or state securities laws. The Trustee shall provide to the Company such information on the Trust's ownership of Company Stock as the Company may reasonably request in order to comply with Federal or state securities laws.

(a) To the extent that the Trustee is directed by the Company prior to a Change in Control to invest part or all of the Trust Fund in insurance contracts, the type and amount thereof shall be specified by the Company. The Trustee shall be under no duty to make inquiry as to the propriety of the type or amount so specified.

(b) Each insurance contract issued shall provide that the Trustee shall be the owner thereof with the power to exercise all rights, privileges, options and elections granted by or permitted under such contract or under the rules of the insurer. The exercise by the Trustee of any incidents of ownership under any contract shall, prior to a Change in Control, be subject to the direction of the Company. After a Change in Control, the Trustee shall have all such rights.

(c) The Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against an insurance policy held in the Trust Fund.

(d) No insurer shall be deemed to be a party to the Trust and an insurer's obligations shall be measured and determined solely by the terms of contracts and other agreements executed by the insurer.

(a) Prior to a Change in Control, all income received by the Trust, net of expenses and taxes, may be returned to the Company or accumulated and reinvested within the Trust at the direction of the Company.

(b) Following a Change in Control, all income received by the Trust, net of expenses and taxes payable by the Trust, shall be accumulated and reinvested within the Trust.

The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in

writing between the Company and the Trustee. Within thirty (30) days following the close of each calendar year and within thirty (30) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Company may approve such account by an instrument in writing delivered to the Trustee. In the absence of the Company's filing with the Trustee objections to any such account within one hundred eighty (180) days after its receipt, the Company shall be deemed to have so approved such account. In such case, or upon the written approval by the Company of any such account, the Trustee shall, to the extent permitted by law, be discharged from all liability to the Company for its acts or failures to act described by such account. The foregoing, however, shall not preclude the Trustee from having its accounting settled by a court of competent jurisdiction. The Trustee shall be entitled to hold and to commingle the assets of the Trust in one Fund for investment purposes but at the direction of the Company prior to a Change in Control, the Trustee shall create one or more sub-accounts.

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute, subject, however to Section 2(d) hereof.

(b) The Company hereby indemnifies the Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust, unless resulting from the negligence or misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this paragraph 10(b), in a reasonably timely manner, the Trustee may obtain payment from the Trust. If the Trustee undertakes or defends any litigation arising in connection with this Trust or to protect a Participant's or Beneficiary's rights under the Arrangements, the Company agrees to indemnify the Trustee against the Trustee's costs, reasonable expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. The Trustee hereby indemnifies the Company against losses, liabilities, claims, costs and expenses in connection with the administration of the Trust which occur as a result of the Trustee's negligence or breach of this Trust.

(c) Prior to a Change in Control, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control the Trustee shall, upon notice to the Company, select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants or their Beneficiaries under the Arrangements.

(d) The Trustee may, upon notice to the Company, hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder and may rely on any determinations made by such agents and information provided to it by the Company.

(e) The Trustee shall have, without exclusion, all powers conferred on the Trustee by applicable law, unless expressly provided otherwise herein.

(f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

The Trustee's compensation shall be as agreed in writing from time to time by the Company and the Trustee. A copy of the current fee schedule is listed in Attachment A. The Company shall pay all administrative expenses and the Trustee's fees and shall promptly reimburse the Trustee for any fees and expenses of its agents. If not so paid, the fees and expenses shall be paid from the Trust.

(a) Prior to a Change in Control, the Trustee may resign at any time by written notice to the Company, which shall be effective thirty (30) days after receipt of such notice unless the Company and the Trustee agree otherwise. Following a Change in Control, the Trustee may resign only after the appointment of a successor Trustee.

(b) The Trustee may be removed by the Company on thirty (30) days notice or upon shorter notice accepted by the Trustee prior to a Change in Control. Subsequent to a Change in Control, the Trustee may only be removed after the Company's appointment of an independent third party national banking association or other entity having the authority to exercise trust powers with a market capitalization exceeding $5,000,000,000 to replace the Trustee and the agreement by the successor Trustee to a trust agreement containing the provisions of Sections 2(c) and 14(a) hereof.

(c) If the Trustee resigns within two years after a Change in Control, as defined herein, the Company, or if the Company fails to act within a reasonable period of time following such

resignation, the Trustee shall apply to a court of competent jurisdiction for the appointment of a successor Trustee which satisfies the requirements of Section 13 or for instructions.

(d) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within ninety (90) days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit.

(e) If the Trustee resigns or is removed, a successor shall be appointed by the Company, in accordance with Section 13 hereof, by the effective date of resignation or removal under paragraph(s) (a) or (b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

(a) If the Trustee resigns or is removed in accordance with Section 12 hereof, the Company may appoint, subject to Section 12, any independent third party national banking association or other entity having the authority to exercise trust powers with a market capitalization exceeding $5,000,000,000 to replace the Trustee upon resignation or removal. The successor Trustee shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.

(b) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Section 8 and 9 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

(a) This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Arrangements or shall make the Trust revocable after it has become irrevocable in accordance with Section 1 hereof. Additionally, no amendment may be made which would change Section 2(c) hereof.

(b) Following a Change in Control, the Trust shall not terminate until the date on which Participants and their Beneficiaries have received all of the benefits due to them under the terms and conditions of the Arrangements.

(c) Upon written approval of all Participants or Beneficiaries entitled to payment of benefits pursuant to the terms of the Arrangements, the Company may terminate this Trust prior to

the time that all benefit payments under the Arrangements have been made. All assets in the Trust at termination shall be returned to the Company.

For purposes of this Trust, the following terms shall be defined as set forth below:

(a) Potential Change in Control shall mean the Company entering into any agreement or making any announcement either of which, if consummated would result in a Change in Control.

(b) Change in Control the happening of any of the following events:

(a) An acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (A) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (D) any acquisition pursuant to a transaction which complies with Subsections (i), (ii) and (iii) of Subsection (C) of this Section 15(b);

(b) A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Board will be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 15(b), that any individual who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) will be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board will not be so considered as a member of the Incumbent Board;

(c) Consummation of a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of the Company, or acquisition by the Company of the assets or stock of another entity ("Corporate

Transaction"); excluding, however, such a Corporate Transaction pursuant to which (i) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be,
(ii) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, twenty percent (20%) or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(d) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

The General Counsel, the Chief Executive Officer or the Chief Financial Officer of the Company shall have the specific authority to determine whether a Potential Change in Control or Change in Control has transpired under the guidance of this Section 15(b) and shall be required to give the Trustee notice of a Change in Control or a Potential Change in Control. The Trustee shall be entitled to rely upon such notice, but if the Trustee receives notice of a Change in Control from another source, the Trustee shall make its own independent determination.

(c) "Company" shall mean the FMC Corporation unless otherwise specified by this Trust.

(d) Required Funding Amount shall mean an amount equal to:

(1) the present value of all benefits required under the Arrangements; and

(2) anticipated trustee, administrative and advisory fees in connection with the maintenance of the Trust or the Arrangements until the Company's obligations under the Arrangements have been fully met, and any taxes expected to be due over the remaining duration of the Trust.

(d) "Subsidiary" shall mean a subsidiary or an affiliate of the Company.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) The Company hereby represents and warrants that all of the Arrangements have been established, maintained and administered in accordance with all applicable laws, including without limitation, ERISA. The Company hereby indemnifies and agrees to hold the Trustee harmless from all liabilities, including attorney's fees, relating to or arising out of the establishment, maintenance and administration by the Company of the Arrangements. To the extent the Company does not pay any of such liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.

(c) Benefits payable to Participants and their Beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(d) This Trust Agreement shall be governed by and construed in accordance with the laws of North Carolina.

IN WITNESS WHEREOF, this Trust has been executed on behalf of the parties hereto on the day and year first above written.

FMC CORPORATION                                         WACHOVIA BANK, N.A. as TRUSTEE

By:  /s/ William H. Schumann III                        By:  /s/ Joe O. Long
     -----------------------------------------               ----------------------------------------

Its: Senior V.P. and Chief Financial Officer           Its:  Senior Vice President/Group Executive
     -----------------------------------------               ----------------------------------------


ATTEST:                                                 ATTEST:

By:  /s/ Michael W. Murray                              By:  /s/ John N. Smith III
     ----------------------------------------                ----------------------------------------

Its: Vice President - Human Resources                  Its:  Assistant Secretary
     ----------------------------------------                ----------------------------------------

Attachment A

Non-qualified Trust Services include rabbi, secular and other non-qualified trusts providing benefits in addition to those from qualified plans. Plans specifically providing for change of control benefits are also covered by this Schedule of Fees. Charges are quoted on an annual basis and are payable quarterly.

I.  DOCUMENT REVIEW                      A Document Review and Implementation
    AND IMPLEMENTATION                   Fee will be charged to all new
                                         accounts. This fee will be quoted by
                                         account, based on the use of Wachovia's
                                         proprietary documents, consulting and
                                         legal time required, as well as
                                         administrative requirements to
                                         establish the account.

II. CUSTODIAL AND FIDUCIARY              Ad Valorem Charges - An ad valorem fee
    CHARGES                              is assessed for all basic services
                                         related to custody of funds and is
                                         based on the total liability of all
                                         covered plans or arrangements. This fee
                                         covers up to 5 (five) funds. The

following is the schedule of charges:

         MARKET VALUE      RATE PER $1,000
         ------------      ---------------

First   $    500,000           $5.00
Next       1,500,000            2.60
Next       8,000,000            1.40
Next      40,000,000             .50
Next      50,000,000             .40
Over     100,000,000         Negotiated

                                     A minimum ad valorem charge of $20,000
                                     shall be applied. Fees covered by
                                     Section III-IV and VII of this schedule
                                     will be in addition to the minimum ad
                                     valorem charge.

Insurance, Letter of Credit and      In applying the ad valorem schedule,
other Non-Cash Funding               the cash surrender value of insurance,
                                     letters of credit, unfunded liabilities
                                     and other non-cash funding will
                                     normally be discounted 75% prior to
                                     change of control. Following a change
                                     of control, this discount will no
                                     longer

                                         be used in computing ongoing fees, and
                                         Wachovia will normally manage assets
                                         not invested in insurance products.

     Employer Securities                 In applying the ad valorem schedule,
                                         employer securities will normally be
                                         discounted 50% prior to change of
                                         control. Following change of control,
                                         this discount will no longer be used in
                                         computing ongoing fees.

     Research                            Requests for research will be performed
                                         at a cost of $100 per hour.

     Additional Funds                    $500.00

     Insurance Policy Storage            $5.00 per policy


  III.  INVESTMENT MANAGEMENT            For individually managed portfolios, a
                                         separate schedule will apply.
                                         Proprietary mutual funds will be
                                         charged in accordance with the
        Wachovia Asset                   applicable prospectus. Any money market
        Management                       fund must be a Wachovia Fund.


IV.     BENEFIT PAYMENTS AND WIRES       Cash Benefit Payments


                                         Periodic:                By check $2.50 plus postage
                                                                  By ACH $1.00 plus postage

                                         Non-Periodic:            $25.00 plus postage

                                         In-Kind Distributions    $50.00

                                         Payment Set-up           $100.00

        Stop Payments                    $20.00 initialization

        Wires                            $20.00 each


V.    TAX REPORTING

      State Tax Withholding              An annual charge of $75 per account
                                         will apply for each state where
                                         withholdings are requested or required.

      Preparation and Filing of          For each 1041 required to be prepared
      Form 1041                          and filed, a fee of $150 will be
                                         charged.

VI.  CHANGE OF CONTROL FEE               A one-time, $25,000 minimum fee plus
                                         expenses will be charged for each
                                         change of control in addition to fees
                                         for ongoing services.

VII. OTHER SERVICES                      Financial planning services for
                                         individuals and group educational or
                                         ommunications materials are available.
                                         Fees will be negotiated prior to
                                         commencement.

                                         Billable time plus out-of-pocket
                                         expenses will be charged for consulting
                                         services or other services not covered
                                         by this schedule.

                                         Meetings requiring the attendance of
                                         one of Wachovia Executive Services'
                                         Consultants are subject to a per diem
                                         fee of $1,000 per day, per consultant,
                                         plus travel expenses.

                                         Participant recordkeeping and
                                         performance measurement services shall
                                         be charged in accordance with separate
                                         schedules.

                                         For on-line and PC downloading support,
                                         appropriate additional charges will be
                                         made.

                                         The physical storage of insurance
                                         policies is not included in the above
                                         charges.

                                         For account terminations less than two
                                         years from inception, a minimum,
                                         prorated ad valorem fee for the initial
                                         two year period plus expenses will be
                                         charged.

                                         Additional reasonable fees will be
                                         charged for services not covered by
                                         this schedule.

Exhibit 10.12(b)

SECOND AMENDMENT TO THE
FMC CORPORATION DEFINED BENEFIT RETIREMENT TRUST

THIS AGREEMENT is made effective this 1st day of November, 2001 by and between FMC CORPORATION (the "Company"), a Delaware corporation, and THE NORTHERN TRUST COMPANY, an Illinois corporation of Chicago, Illinois (the "Trustee");

WHEREAS the Company and the Trustee executed the FMC Corporation Defined Benefit Retirement Trust (the "Trust") dated the 2/nd/ day of October 2000, and subsequently amended on April 30, 2001; and

WHEREAS the Company and the Trustee desire to amend the Trust pursuant to Article Eight;

NOW, THEREFORE, the sections of the Trust set forth below are amended as follows, effective as of November 1, 2001, except as otherwise provided below, but all other sections of the Trust shall remain in full force and effect.

1. The following phrase is hereby deleted from the third introductory paragraph of the Trust: "or hereafter acquired by the Trustee as Trustee in connection with a Plan for which this Agreement is adopted as the funding medium,".

2. The phrase "a Plan" is hereby replaced with "the Plan" in Sections 1.1, 1.12, 2.1, 9.3, 9.6 and 9.11.

3. The phrase "each Plan" is hereby replaced with "the Plan" in Sections 1.3, 5.1, 9.3 and 9.7.

4. Section 1.9 is hereby amended to replace "no Plan violates" with "the Plan does not violate".

5. Section 1.13 is hereby amended in its entirety to read as follows:

1.13 "Plan" means the FMC Corporation Employees' Retirement Program;

6. Section 1.26 is hereby deleted in its entirety.

7. Section 2.1 is hereby amended by deleting the following language: "(but not exceeding the then value of the Plan Account to which the distribution is chargeable)".

8. The phrase "any Plan" is hereby replaced with "the Plan" in Sections 9.3, 9.12 and 9.13.

9. In Section 9.11, the word "affected" is hereby deleted.

10. Article Eleven is hereby deleted in its entirety.

IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment to be executed and attested by their respective corporate officers effective as of the dated stated above.

FMC CORPORATION

By: /s/ W. Kim Foster
    --------------------------
Its: Vice President
     -------------------------

ATTEST

/s/ Lori A. Lenard
-------------------------
Its:  Assistant Secretary

The undersigned, Steven H. Shapiro, does hereby certify that he/she is the duly elected, qualified and acting Secretary or Assistant Secretary of FMC Corporation (the "Company") and further certifies that the person whose signature appears above is a duly elected, qualified and acting officer of the Company with full power and authority to execute this Trust Amendment on behalf of the Company and to take such other actions and execute such other documents as may be necessary to effectuate this Amendment.

/s/ Steven H. Shapiro
---------------------
Assistant Secretary
FMC CORPORATION

THE NORTHERN TRUST COMPANY

                                                  By: /s/ M. Curtis Pence
                                                      --------------------------
                                                  Its: Vice President
                                                       -------------------------
ATTEST